Capstone Copper Corp. - Capital/Financing Update 2022

COMMON TERMS AGREEMENT

4 February 2021

between MANTOVERDE S.A. as Borrower

Arranged by BANCO DE CRÉDITO E INVERSIONES BNP PARIBAS FORTIS SA/NV BNP PARIBAS EXPORT FINANCE AUSTRALIA ING CAPITAL LLC MUFG BANK, LTD. NATIXIS, NEW YORK BRANCH SOCIETE GENERALE as Mandated Lead Arrangers and Bookrunners

MUFG BANK, LTD. as Administrative Agent

MUFG BANK, LTD. as Intercreditor Agent

NATIXIS as ECA Agent

MUFG BANK, LTD. as Uncovered Facility Agent

EXPORT FINANCE AUSTRALIA as ECA Direct Facility Agent

BANCO DE CRÉDITO E INVERSIONES as Bonding Facility Agent

BANCO DE CRÉDITO E INVERSIONES as Onshore Collateral Agent

BNP PARIBAS

as Offshore Collateral Agent

– and –

CERTAIN FINANCIAL INSTITUTIONS NAMED IN THIS AGREEMENT as Initial Senior Lenders

– and –

CERTAIN FINANCIAL INSTITUTIONS NAMED IN THIS AGREEMENT

as Initial Permitted Hedging Providers

– and –

OTHERS

Mantoverde S.A.: Common Terms Agreement

ARTICLE	1	INTERPRETATION ................................................................................................................... 2
1.1		Definitions ........................................................................................................................... 2
1.2		Certain Rules of Interpretation .......................................................................................... 59
1.3		Currency ............................................................................................................................ 60
1.4		Knowledge ........................................................................................................................ 60
1.5		No Subordination .............................................................................................................. 61
1.6		Conflict .............................................................................................................................. 61
ARTICLE	2	FACILITIES ............................................................................................................................. 61
2.1		Facilities ............................................................................................................................ 61
2.2		Finance Parties’ Rights and Obligations ........................................................................... 61
2.3		Finance Parties acting together ........................................................................................ 62
2.4		Independence of the Finance Documents ........................................................................ 62
2.5		Purpose and Use of Proceeds .......................................................................................... 62
2.6		Monitoring ......................................................................................................................... 62
2.7		Utilisation ........................................................................................................................... 63
ARTICLE	3	REPAYMENT, PREPAYMENT AND CANCELLATION ........................................................ 63
3.1		Repayments ...................................................................................................................... 63
3.2		Mandatory Prepayments ................................................................................................... 63
3.3		Mandatory Prepayment - Cash Sweep ............................................................................. 64
3.4		Voluntary Prepayment ...................................................................................................... 66
3.5		Voluntary Cancellation ...................................................................................................... 66
3.6		Automatic Cancellation ..................................................................................................... 66
3.7		Right of Cancellation and Repayment in Relation to a Single Senior Lender .................. 67
3.8		Application ......................................................................................................................... 67
3.9		Miscellaneous ................................................................................................................... 68
ARTICLE	4	INTEREST AND FEES ........................................................................................................... 69
4.1		Payment of Interest ........................................................................................................... 69
4.2		Default Interest .................................................................................................................. 69
4.3		Fees .................................................................................................................................. 70
ARTICLE	5	TAX GROSS-UP AND INDEMNITY ....................................................................................... 70
5.1		Definitions ......................................................................................................................... 70
5.2		Tax Gross-Up .................................................................................................................... 70
5.3		Tax Indemnity .................................................................................................................... 71
5.4		Tax Credit .......................................................................................................................... 72
5.5		Stamp taxes ...................................................................................................................... 72
5.6		Senior Lender Status Confirmation ................................................................................... 72
5.7		Value Added Tax ............................................................................................................... 73
5.8		FATCA Information ........................................................................................................... 74
5.9		FATCA Deduction ............................................................................................................. 75
5.10		No application to any Permitted Hedging Provider ........................................................... 75
ARTICLE	6	OTHER PROVISIONS RELATING TO PAYMENT ................................................................ 75
6.1		Payments under this Agreement ....................................................................................... 75
6.2		Illegality ............................................................................................................................. 76
6.3		Change in Circumstances ................................................................................................. 76
6.4		Payment of Costs and Expenses ...................................................................................... 77
6.5		Indemnities ........................................................................................................................ 78

Mantoverde S.A: Common Term Agreement

ARTICLE 7 REPRESENTATIONS AND WARRANTIES .......................................................................... 79	ARTICLE 7 REPRESENTATIONS AND WARRANTIES .......................................................................... 79
7.1	Representations and Warranties of the Borrower ............................................................. 79
7.2	Survival of Representations and Warranties .................................................................... 90
ARTICLE 8 SECURITY .............................................................................................................................. 91
8.1	Security Documents .......................................................................................................... 91
8.2	Further Assurances - Security .......................................................................................... 91
8.3	Security Effective Notwithstanding Date of the Loans ...................................................... 92
8.4	No Merger ......................................................................................................................... 92
8.5	Stockpiling ......................................................................................................................... 92
8.6	Direct Agreements ............................................................................................................ 92
ARTICLE 9 COVENANTS .......................................................................................................................... 92
9.1	Affirmative Covenants ....................................................................................................... 92
9.2	Financial Covenants........................................................................................................ 102
9.3	Notifications to the Administrative Agent ........................................................................ 103
9.4	Notifications of Environmental and Social Matters ......................................................... 106
9.5	Project Environmental Reporting .................................................................................... 107
9.6	Environmental and Social Matters .................................................................................. 108
9.7	Project Reporting – Construction Plan, Budget and Schedule, Material Project
Documents, Material Project Authorisations and Mine Plan ................................................................ 110
9.8	Base Case Financial Model ............................................................................................ 111
9.9	Quarterly Financial Reporting ......................................................................................... 113
9.10	Annual Financial Reporting ............................................................................................. 113
9.11	Changes to Accounting Policies ..................................................................................... 114
9.12	Know Your Customer Documentation............................................................................. 114
9.13	Negative Covenants ........................................................................................................ 115
ARTICLE 10 CONDITIONS PRECEDENT ............................................................................................... 120
10.1	Conditions Precedent to Effective Date .......................................................................... 120
10.2	Conditions Precedent to Hedging Programme Commencement Date ........................... 120
10.3	Conditions Precedent to Financial Closing Date ............................................................ 121
10.4	Conditions Precedent to All Utilisations .......................................................................... 121
10.5	Waiver of Conditions Precedent ..................................................................................... 121
ARTICLE 11 EVENTS OF DEFAULT AND REMEDIES ......................................................................... 122
11.1	Events of Default ............................................................................................................. 122
11.2	Remedies Upon Default .................................................................................................. 126
11.3	Set-Off upon Event of Default ......................................................................................... 127
11.4	Application of Proceeds .................................................................................................. 127
11.5	Subrogation ..................................................................................................................... 128
ARTICLE 12 CHANGES TO PARTIES .................................................................................................... 128
12.1	Assignment by Senior Lenders ....................................................................................... 128
12.2	Assignment by Borrower ................................................................................................. 131
12.3	Security over Senior Lenders’ rights ............................................................................... 131
ARTICLE 13 ADMINISTRATIVE PARTIES ............................................................................................. 131
13.1	Appointment of the Administrative Agent ........................................................................ 131
13.2	Instructions to the Administrative Agent ......................................................................... 132
13.3	Duties of the Administrative Agent .................................................................................. 133
13.4	Role of the Mandated Lead Arranger .............................................................................. 135
13.5	No Fiduciary Duties ......................................................................................................... 135
13.6	Business with the Borrower ............................................................................................ 135
13.7	Responsibility for Documentation ................................................................................... 136

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Mantoverde S.A: Common Term Agreement

13.8		No Duty to Monitor .......................................................................................................... 136
13.9		Exclusion of Liability ........................................................................................................ 136
13.10		Senior Lender’s Indemnity to the Administrative Agent .................................................. 138
13.11		Resignation and Replacement of the Administrative Agent............................................ 138
13.12		Agent’s Confidentiality .................................................................................................... 139
13.13		Relationship with the Finance Parties ............................................................................. 139
13.14		Credit Appraisal by the Senior Lenders .......................................................................... 140
13.15		Deduction from Amounts Payable by Administrative Parties ......................................... 141
13.16		Notice Period ................................................................................................................... 141
13.17		Collateral Agents ............................................................................................................. 141
13.18		Senior Lender’s Indemnity to the Offshore Collateral Agent........................................... 141
13.19		Payments ........................................................................................................................ 142
13.20		Senior Lender’s Indemnity to the Technical Agent ......................................................... 142
13.21		Senior Lender’s Indemnity to the ECA Agent ................................................................. 142
13.22		Senior Lender’s Indemnity to the Environmental and Social Agent ................................ 142
13.23		Senior Lender’s Indemnity to the Insurance Agent ......................................................... 143
13.24		Administrative Agent as Senior Lender........................................................................... 143
ARTICLE	14	CONSULTANTS ................................................................................................................. 143
14.1		Consultants ..................................................................................................................... 143
ARTICLE	15	CONDUCT OF BUSINESS BY THE FINANCE PARTIES ................................................. 145
15.1		Conduct of Business by the Finance Parties .................................................................. 145
ARTICLE	16	SHARING AMONG THE FINANCE PARTIES ................................................................... 145
16.1		Payments to Finance Parties .......................................................................................... 145
16.2		Redistribution of Payments ............................................................................................. 145
16.3		Recovering Finance Party’s Rights ................................................................................. 145
16.4		Reversal of Redistribution ............................................................................................... 146
16.5		Exceptions ....................................................................................................................... 146
16.6		Permitted Hedging Provider ............................................................................................ 146
ARTICLE	17	PAYMENT MECHANICS .................................................................................................... 146
17.1		Payments to the Agents .................................................................................................. 146
17.2		Distributions by the Agents ............................................................................................. 146
17.3		Distributions to the Borrower ........................................................................................... 147
17.4		Clawback ......................................................................................................................... 147
17.5		No Set-Off by the Borrower ............................................................................................. 147
17.6		Business Days ................................................................................................................ 147
17.7		Currency of Account........................................................................................................ 147
17.8		Change of Currency ........................................................................................................ 148
ARTICLE	18	SET-OFF ............................................................................................................................. 148
18.1		Set-Off ............................................................................................................................. 148
ARTICLE	19	BAIL-IN PROVISIONS ........................................................................................................ 148
19.1		Contractual Recognition of Bail-In .................................................................................. 148
ARTICLE	20	CALCULATIONS AND CERTIFICATES ............................................................................ 149
20.1		Day Count Conventions .................................................................................................. 149
20.2		Financial Calculations ..................................................................................................... 149
ARTICLE	21	CONFIDENTIAL INFORMATION ....................................................................................... 149
21.1		Confidentiality .................................................................................................................. 149
21.2		Disclosure of Confidential Information ............................................................................ 149
21.3		Disclosure to numbering service providers ..................................................................... 151

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Mantoverde S.A: Common Term Agreement

21.4 Entire Agreement Regarding Confidentiality ................................................................... 152
21.5 Inside Information ............................................................................................................ 152
21.6 Notification of Disclosure ................................................................................................ 152
21.7 Continuing Obligations .................................................................................................... 152
21.8 Press release and public disclosure ............................................................................... 152
21.9 Equator Principles ........................................................................................................... 152
ARTICLE 22 NOTICES ............................................................................................................................. 153
22.1 Notices ............................................................................................................................ 153
22.2 Notification of Address and Fax Number ........................................................................ 156
22.3 Electronic Communication .............................................................................................. 156
22.4 Communications to the Offshore Collateral Agent .......................................................... 156
ARTICLE 23 GENERAL ........................................................................................................................... 157
23.1 Partial Invalidity ............................................................................................................... 157
23.2 Reliance and Non-Merger ............................................................................................... 157
23.3 Remedies and Waivers ................................................................................................... 157
23.4 Amendment and Waiver ................................................................................................. 157
23.5 English Language ........................................................................................................... 160
23.6 Further Assurances ......................................................................................................... 160
23.7 Judgement Currency ....................................................................................................... 160
23.8 Remedies Cumulative ..................................................................................................... 161
23.9 Entire Agreement ............................................................................................................ 161
23.10 Governing Law; Jurisdiction ............................................................................................ 161
23.11 Service of Process .......................................................................................................... 162
23.12 USA PATRIOT Act .......................................................................................................... 162
23.13 Counterparts ................................................................................................................... 162
23.14 No Third-Party Beneficiaries ........................................................................................... 163
23.15 Severability ...................................................................................................................... 163
23.16 Survival ........................................................................................................................... 163
23.17 Reinstatement ................................................................................................................. 163
23.18 Waiver of Immunity ......................................................................................................... 163
SCHEDULE A COMMITMENTS A1
SCHEDULE B CONDITIONS PRECEDENT B1
SCHEDULE C COMPLIANCE CERTIFICATE C1
SCHEDULE D FORM OF COST-TO-COMPLETE CERTIFICATE D1
SCHEDULE E FORM OF COSTS CERTIFICATE E1
SCHEDULE F MATERIAL PROJECT AUTHORISATIONS F1
SCHEDULE G MATERIAL PROJECT DOCUMENTS G1
SCHEDULE H PROJECT REAL PROPERTY H1
SCHEDULE I PART A - CORPORATE ORGANISATION CHART I1
PART B - CORPORATE STRUCTURE I2
SCHEDULE J AFFILIATE TRANSACTIONS J1
SCHEDULE K INSURANCES K1
SCHEDULE L FORM OF TRANSFER CERTIFICATE L1
SCHEDULE M CASH SWEEP CALCULATION CERTIFICATE M1
SCHEDULE N SUBORDINATION N1
SCHEDULE O LIST OF MORTGAGES O1
SCHEDULE P COMPLETION TEST AND COMPLETION CERTIFICATES P1
SCHEDULE Q HAZARDOUS SUBSTANCES AND OTHER ENVIRONMENTAL DISCLOSURES Q1

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Mantoverde S.A: Common Term Agreement

SCHEDULE R FORM OF NOTE	R1
SCHEDULE S HEDGING STRATEGY	S1
SCHEDULE T SOURCES AND USES	T1
SCHEDULE U FORM OF IRREVOCABLE PAYMENT INSTRUCTION	U1
SCHEDULE V FORM OF BRING DOWN LETTER	V1

Mantoverde S.A: Common Term Agreement

This COMMON TERMS AGREEMENT is dated 4 February 2021 (this “ Agreement ”), and made between:

MANTOVERDE S.A. , a sociedad anónima , duly incorporated and validly existing under the laws of Chile (the “ Borrower ”);

BANCO DE CRÉDITO E INVERSIONES (“ BCI ”), BNP PARIBAS FORTIS SA/NV (“ BNPPF ”), BNP PARIBAS (“ BNPP ”) EXPORT FINANCE AUSTRALIA , ING CAPITAL LLC (“ ING Capital ”), MUFG BANK, LTD. (“ MUFG ”), NATIXIS, NEW YORK BRANCH (“ NATIXIS NY ”), and SOCIETE GENERALE (“ SG ”) whether acting individually or together as Mandated Lead Arrangers and Bookrunners (“ Mandated Lead Arrangers ”);

MUFG BANK, LTD. , as Administrative Agent (in such capacity, together with its successors and permitted assigns, the “ Administrative Agent ”);

MUFG BANK, LTD. , as Intercreditor Agent (in such capacity, together with its successors and permitted assigns, the “ Intercreditor Agent ”, in each case for and on behalf of the Finance Parties);

NATIXIS , as ECA Agent (in such capacity, together with its successors and permitted assigns, the “ ECA Agent ”, in each case for and on behalf of the Covered Facility Lenders);

MUFG BANK, LTD. , as Uncovered Facility Agent (in such capacity, together with its successors and permitted assigns, the “Uncovered Facility Agent”, in each case for and on behalf of the Uncovered Facility Lenders);

EXPORT FINANCE AUSTRALIA , as ECA Direct Facility Agent (in such capacity, together with its successors and permitted assigns, the “ECA Direct Facility Agent”, in each case for and on behalf of the ECA Direct Facility Lenders);

BANCO DE CRÉDITO E INVERSIONES , as Bonding Facility Agent (in such capacity, together with its successors and permitted assigns, the “Bonding Facility Agent”, in each case for and on behalf of the Bonding Facility Lenders);

BANCO DE CRÉDITO E INVERSIONES , as Onshore Collateral Agent (in such capacity, together with its successors and permitted assigns, the “ Onshore Collateral Agent ”);

BNP PARIBAS , as Offshore Collateral Agent (in such capacity together with its successors and permitted assigns, the “ Offshore Collateral Agent ”);

BNP PARIBAS , as Documentation Agent (in such capacity together with its successors and permitted assigns, the “ Documentation Agent ”);

ING CAPITAL LLC , as Environmental and Social Agent (in such capacity, together with its successors and permitted assigns, the “ Environmental and Social Agent ”);

SOCIETE GENERALE , as Technical Agent (in such capacity, together with its successors and permitted assigns, the “ Technical Agent ”);

SOCIETE GENERALE , as Insurance Agent (in such capacity, together with its successors and permitted assigns, the “ Insurance Agent ”);

THE FINANCIAL INSTITUTIONS listed in Part A ( Initial Senior Lenders ) of Schedule A ( Commitments ) as initial senior lenders (each an “ Initial Senior Lender ” and together the “ Initial Senior Lenders ”); and other parties to this Agreement from time to time; and

Mantoverde S.A: Common Terms Agreement

THE FINANCIAL INSTITUTIONS listed in Part B ( Initial Permitted Hedging Providers ) of Schedule A ( Commitments ) as initial permitted hedging providers and with respect to any discretionary hedging, the Initial Senior Lenders (and/or their Affiliates from time to time) (each an “ Initial Permitted Hedging Provider ” and together the “ Initial Permitted Hedging Providers ”); and other parties to this Agreement from time to time.

ARTICLE 1 INTERPRETATION

1.1 Definitions

For the purposes of this Agreement:

“ Acceptable Bank ” means:

(a) a Mandated Lead Arranger, Senior Lender or an Initial Permitted Hedging Provider (or a Subsidiary or an Affiliate thereof);
(b) the Offshore Account Bank;
(c) the Onshore Account Bank;
(d) any other bank or financial institution which has a rating for its long-term unsecured and non-creditenhanced debt obligations of “A-” or higher by Standard & Poor's Rating Services or Fitch Ratings Ltd or “A3” or higher by Moody's Investor Services Limited or a comparable rating from an internationally recognised credit rating agency; provided that:
(i) where its long-term, unsecured and non-credit enhanced debt rating ceases to comply with such credit rating requirement as a result of the credit rating of its country of incorporation as a whole being downgraded by Standard & Poor’s Rating Services, Fitch Ratings Ltd or Moody’s Investor Services Limited (as applicable), then it shall be nevertheless deemed to be an Acceptable Bank but only for so long as its country of incorporation remains a member of the Organisation for Economic Co-operation and Development (OECD); and
(ii) in relation only to the Bonding Facility, such bank, insurance company or financial institution shall be deemed to be an Acceptable Bank notwithstanding such ratings from time to time if it meets the requirements set forth under the applicable Chilean Law, and is approved for those purposes by the CMF; or
(e) any other bank or financial institution approved by the Administrative Agent.

“ Acceptable Closure Security ” means any Closure Bond.

“ Acceptable Hedge Counterparty ” means a Term Facility Lender or any Affiliate of a Term Facility Lender which has entered into a Permitted Hedge Agreement, and which has entered into or accedes to the Collateral Agency and Intercreditor Deed.

“ Acceptable Letter of Credit ” means a standby letter of credit issued by an Acceptable Bank providing for presentation for payment in New York, New York, United States or London, England, and providing for payments in Dollars, and otherwise in form and substance reasonably acceptable to the Administrative Agent, meeting the following requirements:

(a) amounts available under such letter of credit may be drawn on demand, without presentation of any document other than a drawing certificate, at any time from time to time, in whole or in part, from the issue date thereof until the expiration thereof;

Mantoverde S.A.: Common Terms Agreement

(b) such letter of credit shall expire not earlier than the first anniversary from the date of its issuance and, if such letter of credit will not be renewed prior to its expiration date, such letter of credit shall provide that the issuer thereof shall notify the beneficiary thereof of such non-renewal at least thirty (30) days prior to the expiration date thereof;
(c) the Offshore Collateral Agent shall be the sole beneficiary under any such letter of credit;
(d) such letter of credit shall be issued or confirmed in New York, New York, United States or London, England and if not issued or confirmed in New York, New York or London, England permit electronic drawing by an Acceptable Bank; provided that such letter of credit shall provide that if the issuer and confirming bank ceases to be an Acceptable Bank and such letter of credit is not replaced with cash or a replacement letter of credit in form and substance satisfactory to the Administrative Agent within thirty (30) Business Days), such letter of credit shall be drawable in full;
(e) such letter of credit shall be subject to International Standby Practices 1998 (ISP 98), International Chamber of Commerce Publication No. 590, as amended, modified, or supplemented and in effect from time to time and, to the extent not inconsistent therewith, governed by and construed in accordance with the laws of England and Wales, or the State of New York, United States of America;
(f) such letter of credit shall be irrevocable and unconditional on the part of the financial institution that issued such letter of credit; and
(g) such letter of credit shall provide that at any time following delivery of a notice of non-renewal as described in paragraph (b) above, the beneficiary thereof shall be entitled to draw all amounts then available under such letter of credit.

“ Account Bank ” means the Onshore Account Bank and the Offshore Account Bank.

“ Accounts Agreement ” means the accounts agreement dated on or around the date of this Agreement between the Borrower, the Onshore Account Bank, the Administrative Agent, the Offshore Collateral Agent and the Onshore Collateral Agent in respect of the Project Accounts.

“ Accounts Control Agreements ” means:

(a) the Onshore Accounts Control Agreement;
(b) each Offshore Accounts Control Agreement,

and “ Accounts Control Agreement ” means any one of them.

“ Acquisition ” means, with respect to any Person, any purchase or other acquisition by such Person, regardless of how accomplished or effected (including any such purchase or other acquisition effected by way of amalgamation, merger, arrangement, business combination or other form of corporate reorganisation or by way of purchase, lease or other acquisition arrangements), of:

(a) any other Person (including any purchase or acquisition of such number of the issued and outstanding securities of, or such portion of an equity interest in, such other Person so that such other Person becomes a Subsidiary of the purchaser or of any of its Affiliates) or of all or substantially all of the property of any other Person, or
(b) any division, business, project, operation or undertaking of any other Person or of all or substantially all of the property of any division, business, project, operation or undertaking of any other Person.
“ Acquisition Date ” means 11 September 2015.

Mantoverde S.A.: Common Terms Agreement

“ Additional Material Project Documents ” means each Contract designated by the Administrative Agent as:

(a) involving the potential expenditure by or revenue to the Borrower of more than $20,000,000 individually, the breach, loss or termination of which would or could reasonably be expected to be material to the development, construction, procurement, engineering or operation of commercial production (including commercial production transactions) of the Project or otherwise result in a Material Adverse Effect relating to the Project, or
(b) involving the potential expenditure by or revenue to the Borrower of more than $30,000,000 individually.

“ Administrative Agent ” means MUFG Bank, Ltd. or such replacement Administrative Agent as may be appointed pursuant to the terms of this Agreement from time to time.

“ Administrative Party ” means any of the Mandated Lead Arranger or an Agent.

“ Affected Persons ” means any community and other persons and groups located in the Area of Influence and (in the determination of the Borrower and the Environmental and Social Agent (acting reasonably) adversely affected by the Project or the Project operations.

“ Affiliate ” means, with respect to any Person, any other Person which directly or indirectly, through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such Person; provided that when used with respect to the Borrower, no Finance Party nor their respective Affiliates shall be deemed an Affiliate of the Borrower.

“ Affiliate Transfer ” means, in relation to a Sponsor, a transfer of 100% of that Sponsor’s share ownership stake in the Borrower to a wholly-owned subsidiary of that Sponsor (the “ Sponsor Affiliate ”), and:

(a) each of the Finance Parties and the ECA Agent (on behalf of the ECA Guarantor) have confirmed to their satisfaction at the time of the relevant Affiliate Transfer that they have completed client identification procedures in respect of such Sponsor Affiliate (including, if necessary, identification of directors and major shareholders of the Sponsor Affiliate) in compliance with applicable money laundering rules and such person is not a Sanctions Target;
(b) the Sponsor Affiliate shall have delivered to the Administrative Agent (on behalf of each Finance Party) and the ECA Agent (on behalf of the ECA Guarantor):
(i) a continuing security interest and a legal, valid and perfected onshore pledge without conveyance, in favour of the Onshore Collateral Agent over all of the shares in the Borrower held by the Sponsor Affiliate and (A) cause a Notary Public to register such security instrument in the Borrower’s shareholders’ ledger held with the Depósito Central de Valores ; (B) deliver to the Onshore Collateral Agent the certificates issued by the Depósito Central de Valores in respect of its shares pledged under such instrument; (C) deliver to the Onshore Collateral Agent a certificate of pledge without conveyance ( certificado de prendas vigente ) issued by Servicio de Registro Civil e Identificaciones indicating that each such Onshore Pledge Without Conveyance over Borrower’s shares has been registered; and (D) deliver to such Collateral Agent legal opinions from counsel in the applicable jurisdictions in each case in form and substance satisfactory to the Finance Parties and the ECA Agent for and on behalf of the ECA Guarantor; and
(ii) a Shareholder Undertaking Deed between the Sponsor Affiliate (if incorporated in Chile) which holds the interest in the Borrower, the Administrative Agent and each Collateral Agent and such other instrument as may be required to provide undertakings by the Sponsor Affiliate to the Finance Parties as may reasonably be required by the Administrative Agent; and

Mantoverde S.A.: Common Terms Agreement

(c) no Potential Event of Default or Event of Default has occurred and is continuing or would occur as a result of such transfer.

“ Agency Fee Letters ” means:

(a) the Documentation Agency, Copper Hedge Coordinator, Offshore Collateral Agency and Offshore Account Bank Fee Letter;
(b) the Intercreditor and Administrative Agency Fee Letter;
(c) the ECA Agency Fee Letter;
(d) the Insurance Agency and Technical Agency Fee Letter;
(e) the Onshore Collateral Agency, Bonding Facility Agency and Onshore Account Bank Fee Letter;
(f) the Environmental and Social Agency Fee Letter;
(g) the Natixis ECA Covered Facility Upfront Fee Letter; and
(h) the Natixis Uncovered Facility Upfront Fee Letter.

“ Agent ” means any of the Administrative Agent, the Collateral Agents, the Intercreditor Agent, the Facility Agents, the Technical Agent, the Insurance Agent, the Environmental and Social Agent, the ECA Agent, and/or any other financial institution designated to act as an Agent under and in accordance with any Finance Document.

“ Allonge ” means an allonge ( hoja de prolongación ) to be in substantially the form set out in Part II ( Form of Allonge ) of Schedule R ( Form of Note ).

“ AML Legislation ” means any federal, state, international, foreign or other laws, regulations or government guidance regarding money laundering or terrorist financing, including the USA Patriot Act, the Money Laundering Control Act of 1986 (U.S.), the Currency and Foreign Transactions Reporting Act of 1970 (U.S.), the 5th EU Money Laundering Directive , Ley de Orgánica de Prevención, Detección y Erradicación del Delito de Lavado de Activos y del Financiamiento de Delitos (Chile), the United Kingdom Proceeds of Crime Act (2002), and/or other similar anti-money laundering legislation in Australia, Finland, France, Germany, Japan, and the Netherlands, any relevant “Sergei Magnitsky”-type legislation, and/or international antimoney laundering principles or procedures by an inter-governmental group or organisation, such as the Financial Action Task Force on Money Laundering, and any executive order, directive, or regulation pursuant to the authority of any of the foregoing, or any orders or licences issued thereunder.

“ Anglo Offtake Agreement ” means the cathode offtake agreement dated June 5, 2019 entered into between the Borrower as seller and Anglo American Marketing Limited as purchaser as novated on August 31, 2019.

“ Anglo Offtake Direct Agreement ” means the direct agreement between the Borrower, Anglo American Marketing Limited and the Offshore Collateral Agent with respect to the Anglo Offtake Agreement.

“ Annual Operating Budget and Forecast Report ” means a written report in relation to a calendar year with respect to the Project, to be prepared by or on behalf of the Borrower, including with reasonable detail:

(a) the amount and a description of planned Operating Costs and Capital Expenditures, including:
(i) the amount and a description of planned exploration expenditures, including a breakdown by exploration target;

Mantoverde S.A.: Common Terms Agreement

(ii) the amount and a description of planned development and other Capital Expenditures, including a breakdown of the major components thereof; and
(iii) a breakdown by sustaining and non-sustaining costs; and
(b) a forecast, based on the then current Mine Plan:
(i) for such calendar year, on a month-by-month basis;
(ii) for the next two (2) calendar years, on a quarter-by-quarter basis; and
(iii) thereafter until the end of the mine life, on a year-by-year basis.

“ Annual Operations Report ” means a written report prepared by or on behalf of the Borrower in relation to a calendar year after the Commercial Operation Date, which report shall include all material information pertaining to the development and operations of the Project, including the following information for such calendar year:

(a) the information required to be included in Quarterly Operations Report under this Agreement, except on an annualised basis for such year or as at the end of such year, as applicable;
(b) a statement setting out, at the date as at which the report has been prepared, the most recent annual update of mineral reserves and mineral resources (by category) prepared in accordance with Australian JORC standards (with the assumptions used, including cut-off grade, metal prices and metal recoveries) as of the end of such calendar year;
(c) a review of the exploration, development and operating activities for such calendar year, including:
(i) metallurgical and other similar information, including maps, charts and surveys;
(ii) the amount and a description of Operating Costs and Capital Expenditures, including a breakdown of the major components thereof, and variances from projected Operating Costs and Capital Expenditures;
(iii) a report on any material issues or departures from that contemplated by the Life of Mine Plan, as per the Life of Mine Plan in effect as of the first day of such calendar year; and
(iv) any actual or expected materially adverse impact of the matters referred to in paragraph (iii) above (if any) on development or production or recovery of copper, gold, or other Minerals whether as to quantity or timing, together with the details of the plans to resolve or mitigate such matters; and
(d) details of any material health or safety violations and/or material violations of any Applicable Laws, or any material non-compliance with the Environmental and Social Requirements or the Compliance Programmes.

The Annual Operations Report shall also contain a report on any Encumbrances placed on the Collateral securing amounts greater than US$5,000,000 in the aggregate, other than the Security.

“ Anti-Corruption Laws ” means any laws, rules or regulations relating to corruption or bribery, including, the implementing legislation for the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions of 17 December 1997, the Inter-American Convention Against Corruption of the OAS adopted on March 29, 1996, and including, but not limited to, the U.S. Foreign Corrupt Practices Act , Chapter 11 of Title 18 of the U.S. Code, the United Kingdom Bribery Act 2010, the Sapin II Law (France), the Código Orgánico Integral Penal (Chile), and/or other similar legislation in Australia, Finland, Germany, Japan, the Netherlands, or in any other relevant jurisdiction which would prohibit domestic or foreign corruption.

Mantoverde S.A.: Common Terms Agreement

“ Applicable Law ” means any law (including common law and equity), any international or other treaty, any domestic or foreign constitution or any multinational, federal, provincial, territorial, state, municipal, county or local statute, law, ordinance, code, rule, regulation, Order (including any securities laws or requirements of stock exchanges and any consent, decree or administrative Order), or Authorisation of a Governmental Body in any case applicable to any specified Person, property, transaction or event, or any such Person’s property or assets (and, in the case of Section 6.3 ( Change in Circumstances ), whether or not having the force of law).

“ Applicable Margin ” has the meaning given to it in the relevant Facility Agreement.

“ Applicable Percentage ” means, with respect to any Senior Lender, the percentage of the total principal amount of the Loans advanced by such Senior Lender.

“ Area of Influence ” means any area (including but not limited to the Project site) which, in the opinion of the Administrative Agent and the Environmental and Social Agent (acting in consultation of the Independent Environmental and Social Consultant), is, or could reasonably likely be, affected by:

(a) the Project, Project operations and activities or Project facilities which are owned, operated or managed by the Borrower or its contractors, including power transmission lines, pipelines, canals, tunnels, access roads, disposal areas, construction camps, and contaminated Environment;
(b) Associated Facilities that are not funded as part of the Project that would not have been constructed or expanded if the Project did not exist and without which the Project would not have been viable (including railways, roads, utilities etc.);
(c) impacts from unplanned but predictable developments caused by the Project that may occur later or at a different location; or
(d) indirect Project impacts on the Environment, including on biodiversity or on ecosystem services upon which Affected Persons’ livelihoods are dependent, including cumulative impacts on areas or resources used or directly impacted by the Project, from other existing, planned, or reasonably defined developments identified as part of the EIA.

“ Article 55 BRRD ” means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

“ Associated Facilities ” means activities and facilities that are directly owned, operated or managed (including by contractors) and that are a component of the Project; and facilities that are not funded as part of the project and that would not have been constructed or expanded if the Project did not exist and without which the Project would not be viable.

“ Authorisation ” means any authorisation, approval, consent, concession, exemption, licence (including each Environmental Licence), lease, grant, permit, franchise, right, privilege or no-action letter from any Governmental Body having jurisdiction with respect to any specified Person, property, transaction or event, or with respect to any of such Person’s property or business and affairs (including any zoning approval, mining permit, development permit or building permit) or from any Person in connection with any easements, contractual rights or other matters, in each case required under the Environmental and Social Requirements.

“ Authorised Investment ” means:

(a) in respect of Dollar investments by the Offshore Account Bank any cash equivalent investments including:
(i) debt securities, treasury bills and certificates of deposit issued, accepted or guaranteed by the Treasury of the United States of America;

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(ii) deposits (including certificates of deposit) maturing within one year after the relevant date of calculation and issued by an Acceptable Bank;
(iii) bonds or notes issued by an Acceptable Bank which are freely negotiable and marketable;
(iv) investments in money market funds substantially all of the assets of which are comprised of the types of investments referred to in paragraphs (A), (B) or (C) above; or
(v) any other investments approved by the Administrative Agent,

in each case denominated in Dollars and to which the Borrower is alone entitled at that time and which is not subject to any Security (other than any Security arising under the Security Documents);

(b) in respect of Chilean Peso investments by the Onshore Account Bank, interest-bearing time deposits with the Onshore Account Bank, which may be renewable or fixed term provided they are for a term in each case of no less than 30 days and not exceeding 180 days; and
(c) in respect of Dollar investments by the Onshore Account Bank, interest-bearing Dollar time deposits with the Onshore Account Bank only, which may be renewable or fixed terms provided they are for a term in each case of no less than 30 days and not exceeding 180 days,

and with respect to all Project Accounts, other than a debt instrument or deposit (of a type which the Onshore Account Bank or the Offshore Account Bank (as the case may be) can accommodate) which is otherwise approved by the Majority Senior Lenders in consultation with the applicable Account Bank.

“ Availability Period ” has the meaning given to it in the relevant Facility Agreement.

“ Available Cash Flow ” means, without duplication, for any period:

(a) Project Proceeds other than Project Proceeds constituting:
(i) Net Insurance Proceeds; and
(ii) any other extraordinary or non-recurring revenues or receipts (provided that, for the avoidance of doubt, the proceeds of business interruption insurance shall constitute Project Proceeds for the purposes of this calculation),

received or due to be received during such period; less

(b) Project Costs paid or due to be paid during such period,

in each case on a “cash” rather than an “accruals” basis.

“ Available Term Facilities ” means the aggregate at any time of each Term Facility Lender’s available Commitment in respect of its Term Facility.

“ Available Resources ” means, on any relevant date before Project Completion, the aggregate of:

(a) the Available Term Facilities at such time;
(b) the aggregate at such time of the available undrawn commitment in respect of any Cost Overrun Facility;
(c) the amounts standing to the credit of the Project Accounts; and

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(d) the Projected Pre-Completion Net Cash Flows to be received into the Proceeds Account prior to Project Completion.

“ Bail-In Action ” means the exercise of any Write-down and Conversion Powers.

“ Bail-In Legislation ” means:

(a) in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and
(b) in relation to any state other than such an EEA Member Country or (to the extent that the United Kingdom is not such an EEA Member Country) the United Kingdom (which shall include the UK Bail In Legislation), any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

“ Base Case Financial Model ” means the base case financial projections forecast on the basis of certain assumptions and prepared by the Borrower based on the Development Plan and agreed between the Borrower and the Required Majority and each ECA which details the Project’s cash flow projections, as delivered by the Borrower to the relevant Facility Agent as a condition precedent to Effective Date, which shall be superseded by a revised Base Case Financial Model delivered as a condition precedent to the Financial Closing Date following the execution of the pre-hedging programme, and as updated from time to time in accordance with Section 9.8 ( Base Case Financial Model ).

“ Basel II ” means "International Convergence of Capital Measurement and Capital Standards, a Revised Framework" published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (but excluding any amendment arising out of Basel III or Reformed Basel III).

“ Basel Accords ” means Basel II, Basel III and Reformed Basel III.

“ Basel Regulation ” means a Basel II Regulation, Basel III Regulation or Reformed Basel III Regulation.

“ Basel II Approach ” means, in relation to any Finance Party, either the Standardised Approach or the relevant Internal Ratings Based Approach (each as defined in the Basel Accords) adopted by that Finance Party (or any of its Affiliates) for the purposes of implementing or complying with the Basel Accords.

“ Basel II Increased Cost ” means an Increased Cost which is attributable to the implementation or application of or compliance with any Basel II Regulation in force as at the date of this Agreement (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates).

“ Basel II Regulation ” means:

(a) any Applicable Law in force as at the date of this Agreement implementing Basel II, (including the relevant provisions of CRD IV and CRR) to the extent only that such Applicable Law re-enacts and/or implements the requirements of Basel II but excluding any provision of such Applicable Law implementing Basel III or Reformed Basel III; or
(b) any Basel II Approach adopted by a Finance Party or any of its Affiliates.

“ Basel III ” means, together:

(a) the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel

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Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

(b) the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text" published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and
(c) any further guidance or standards published by the Basel Committee on Banking Supervision relating to "Basel III",

but excluding, in each such case, Reformed Basel III.

“ Basel III Increased Cost ” means an Increased Cost which is attributable to the implementation or application of or compliance with any Basel III Regulation (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates)

“ Basel III Regulation ” means any Applicable Law implementing Basel III (including the relevant provisions of CRD IV and CRR) save and to the extent that it re-enacts a Basel II Regulation and excluding any provision of such Applicable Law implementing Reformed Basel III

“ BCI ” means Banco De Crédito e Inversiones.

“ BCI Miami ” means Banco De Crédito e Inversiones S.A., Miami Branch.

“ Blocked Sub-Account ” means the Project Account in the name of the Borrower which has been established with the Offshore Account Bank as a sub-account of the Offshore USD Proceeds Account and is designated and will operate as the “Blocked Sub-Account (MMC Equity)” pursuant to, and in accordance with this Agreement, the Accounts Agreement and the applicable Accounts Control Agreement.

“ Blocked Sub-Account Accounts Control Agreement ” means the New York law accounts control agreement with respect to the Blocked Sub-Account entered into between the Borrower, the Offshore Collateral Agent and the Offshore Account Bank.

“ Board ” means the board of directors of the Borrower.

“ Boliden ” means Boliden Commercial AB.

“ Boliden Offtake Agreement ” means the offtake agreement dated on or about the Effective Date between the Borrower as seller and Boliden as purchaser.

“ Boliden Offtake Direct Agreement ” means the direct agreement dated on or around the Effective Date, between the Borrower, Boliden and the Offshore Collateral Agent with respect to the Boliden Offtake Agreement.

“ Bonding Facility ” means the facility described in Section 2.1(b).

“ Bonding Facility Account ” has the meaning given to it in the Accounts Agreement.

“ Bonding Facility Agent ” means BCI or such replacement Bonding Facility Agent as may be appointed pursuant to the terms hereof from time to time.

“ Bonding Facility Agreement ” means the facility agreement entitled “Bonding Facility Agreement” dated on or about the date of this Agreement by and among the Borrower, the Bonding Facility Agent and the Bonding Facility Lenders.

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“ Bonding Facility Commitment ” means:

(a) in relation to an Initial Senior Lender and any year, its pro rata share of the amount set out in Schedule C ( Bonding Facility Amount ) to the Bonding Facility Agreement in respect of such relevant year and the amount of any other Bonding Facility Commitment transferred to it under the Bonding Facility Agreement; and
(b) in relation to any other Bonding Facility Lender, the amount of any Bonding Facility Commitment transferred to it under this Agreement,

in each case, to the extent not cancelled, transferred or reduced.

“ Bonding Facility Lender ” means:

(a) any Initial Senior Lender under the Bonding Facility; and
(b) any bank, financial institution, trust, fund or other entity which has become a Finance Party as a Bonding Facility Lender in accordance with Section 12.1 ( Assignment by Senior Lenders ),

which, in each case, has not ceased to be a Finance Party in accordance with the terms of this Agreement.

“ Bonding Facility Loan ” means the amount of any Claim (as defined in the Bonding Facility Agreement) that is made by the beneficiary and paid by the Bonding Facility Lenders, in each case under any Acceptable Closure Security under the Bonding Facility, or the principal amount outstanding thereof.

“ Borrower ” means Mantoverde S.A., a sociedad anónima , duly incorporated and validly existing under the laws of Chile.

“ Borrower Environmental and Social Monitoring Report ” means each report to be provided by the Borrower in the agreed form on a semi-annual basis prior to the Project Completion Date and annually thereafter in accordance with Section 9.5(a).

“ Break Costs ” has the meaning given to it in the relevant Facility Agreement.

“ Bring Down Letter ” means the bring down letter in the form attached in Schedule V.

“ Business ” means the development, construction, procurement, engineering, maintenance and operation of, and extraction, processing of Minerals and production and sale of copper cathodes or copper bearing concentrate from, the Project.

“ Business Day ” means any day, other than a Saturday, Sunday or statutory holiday in any one of Santiago de Chile, Chile, Sydney, Australia, New York City, New York (USA), Tokyo, Japan, Paris, France, Amsterdam, Netherlands, Brussels, Belgium, Frankfurt am Main, Germany, Helsinki, Finland or London, England or a day on which banks are generally closed in any one of those cities.

“ Buydown Amount ” means any payment received under a Material Project Document (including upon termination thereof), the application of which is not specifically addressed in this Agreement, which constitutes a non-recurring payment (lump sum or otherwise) in compensation for permanently lost future revenues for a period of time, but excluding, for greater certainty, the proceeds of business interruption insurance, delay liquidated damages, or damages in respect of amounts payable to third parties.

“ Calculation Date ” means each March 31, June 30, September 30 and December 31.

“ Capital Expenditures ” means expenditures made by (or on behalf of) the Borrower to acquire or construct fixed assets, plant and equipment (including renewals, improvements and replacements, but excluding repairs) during such period computed in accordance with the IFRS applicable to the Borrower (other than such expenditures paid out of Net Insurance Proceeds).

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“ Cash Flow Waterfall ” means the cash flow waterfall set out in section 3.1(b) of the Accounts Agreement.

“ Cash Sweep Calculation Certificate ” means the certificate in the form set out in Schedule M ( Cash Sweep Calculation Certificate ).

“ Cash Sweep Period ” means, in respect of a Calculation Date, the three (3) month period ending on such Calculation Date.

“ Change of Control ” means:

(a) the Sponsors, collectively, cease to beneficially own and control or have direction over 50% of the outstanding voting shares of the Borrower, or otherwise ceases to have the ability to elect a majority of the board of directors of the Borrower; or
(b) any applicable Sponsor or any of its Subsidiaries, as applicable, takes any actions to effect any of the foregoing.

For the avoidance of doubt, an Affiliate Transfer shall not constitute a Change of Control.

“ Change Order ” means any change order or variation order, amendment, supplement or modification to a Material Project Document.

“ Chilean Income Tax Law ” means Law Decree No. 824 of 1974, as amended from time to time.

“ Claim ” means any claim, loss or liability of any nature whatsoever, including but not limited to administrative, regulatory enforcement or judicial or equitable action, claim, suit, or judgement by any other Person or any written notice by any Governmental Body.

“ Closure Bond ” means each bond to be delivered by the Borrower to Sernageomin as guarantee for the Borrower’s obligations under the Closure Plan, pursuant Law No. 20,551, as amended, in the form of on demand certificates of deposit ( certificados de depósito a la vista) , on demand bank guarantees ( boletas bancarias de garantía a la vista ), certificates of deposit of less than 360 days effectiveness, stand-by letters of credit, or other financial instruments authorised by Applicable Law, in each case denominated in Unidades de Fomento , to be provided and maintained in accordance with applicable Chilean law and the requirements of the CMF, in a form acceptable to Sernageomin.

“ Closure Plan ” means the “ Closure Plan ” for the Project comprising part of the ESMPs and including reference to the areas to be rehabilitated, water management and various other practice aspects together with provision showing (a) progressive restoration of the Project as the works progress, through a combination of milestones and (b) reference to the Project cashflow protections from which the Project would be able to source mine closure costs if applicable, and approved or to be approved by the SERNAGEOMIN.

“ CLP ” means the lawful currency of the Republic of Chile.

“ CLP Proceeds Account ” means the Project Account in the name of the Borrower which has been established with the Onshore Account Bank and is designated and will operate as the “CLP Proceeds Account” pursuant to, and in accordance with this Agreement, the Accounts Agreement and the applicable Accounts Control Agreement.

“ CMF ” means the Comisión para el Mercado Financiero .

“ Code ” means the US Internal Revenue Code of 1986, as amended.

“ COF Subordination Deed ” means the COF subordination deed between the Cost Overrun Lender, the Administrative Agent and the Offshore Collateral Agent to be entered into on or prior to the Financial Closing Date in connection with the Cost Overrun Facility.

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“ Collateral ” means any property of the Borrower or any Shareholder upon which a security interest in favour of any of the Collateral Agents, for the benefit of the Secured Parties, is purported to be granted pursuant to any Security Document.

“ Collateral Agency and Intercreditor Deed ” means the Collateral Agency and Intercreditor Deed dated on or around the date of this Agreement between among others, the Borrower, the Administrative Agent, the Collateral Agents, and the other Finance Parties from time to time.

“ Collateral Agents ” means the Onshore Collateral Agent and the Offshore Collateral Agent.

“ Commercially Reasonable Terms ” means, for the purpose of Schedule K and Section 9.1(i), availability in the commercial insurance market for mining facilities at a price and on terms, which in the reasonable opinion of Majority Senior Lenders in consultation with the Independent Insurance Consultant and the Borrower, are both justified in terms of the risk to be insured.

“ Commercial Operation Date ” means the first date on which:

(a) the Physical Completion Date has occurred; and
(b) the Borrower has certified completion of the test referred to in Schedule P ( Completion Test and Completion Certificates - Marketing Certificate ).

“ Commitment ” means, in respect of each Senior Lender, the amount specified with respect to such Senior Lender in Part A ( Initial Senior Lenders ) of Schedule A ( Commitments ) (which will be amended in accordance with the terms of this Agreement and distributed to all parties by the Administrative Agent from time to time to reflect any changes), as such amount may be reduced or transferred from time to time by such Senior Lender’s Applicable Percentage of the amount of each Loan made under this Agreement or any of the Facility Agreements (as the case may be) or by transfers in accordance with this Agreement or by the cancellation or expiry of any unused portion of any such Facility.

“ Commitment Fee ” means the commitment fee payable to the Senior Lenders in accordance with the Facility Agreements.

“ Common Terms Agreement ” means this Agreement.

“ Compensation Account ” means the Project Account in the name of the Borrower which has been established with the Offshore Account Bank and is designated and will operate as the “Compensation Account” pursuant to, and in accordance with this Agreement, the Accounts Agreement and the applicable Accounts Control Agreement.

“ Completion Period ” means 90 consecutive days.

“ Compliance Certificate ” means a certificate of a senior officer of the Borrower in the form set out in Schedule C ( Compliance Certificate ).

“ Compliance Programmes ” means compliance programmes that:

(a) meet international best practice standards, taking into account the International Organisation for Standardisation (ISO) 37001:2016 and the “Evaluation of Corporate Compliance Programs” from the U.S. Department of Justice, Criminal Division, Fraud Section, and, with respect to Sanctions, publicly issued OFAC guidelines;
(b) are designed to detect and prevent Prohibited Practices and ensure compliance with all anticorruption laws, anti-terrorism, AML legislation and all applicable Sanctions;
(c) provide for the monitoring or supervision of compliance with the terms of such programme; and

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(d) and cover the Borrower and all directors, officers, employees and third parties acting on behalf of the Borrower

“ Confidential Information ” means all information relating to the Borrower, the Sponsors or any of their respective Affiliates, any Material Project Party, the Project, the Project Property, the Project Real Property, any technical know-how, reports, interpretations, forecasts, analyses, maps, charts, records, technical models, compilations, studies and other documents related to the Project, the Material Project Documents, the Finance Documents or a Facility or Hedge Agreement of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party, whether before, on or after the date of this Agreement, in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or a Facility or Hedge Agreement from either:

(a) any Borrower, Sponsor or any of their respective Affiliates, any Material Project Party or any advisers of any of the foregoing; or
(b) another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any Borrower, Sponsor or any of their respective Affiliates, any Material Project Party or any advisers of any of the foregoing,

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:

(i) information that:
(A) is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Article 21 ( Confidential Information ); or
(B) is identified in writing at the time of delivery as non-confidential by the Borrower, any Sponsor, or any of their respective Affiliates, any Material Project Party or any advisers of any of the foregoing; or
(C) becomes lawfully available to that Finance Party otherwise than in accordance with paragraphs (A) or (B) above from a source that is lawfully in possession of such information and is, as far as that Finance Party is aware, unconnected with the Project or the Borrower, any Sponsor or any of their respective Affiliates or any Material Project Party and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and
(ii) relates to any costs of funds indicated by any Finance Party under a Facility Agreement.

“ Construction Costs ” means, without duplication, any costs or expenses incurred by the Borrower prior to the Project Completion Date in respect of the Project to achieve Project Completion including:

(a) all costs and expenses incurred to design, develop, engineer, procure equipment, construct, obtain any permits, complete, test, commission, manage and insure the Project and all on site and off site infrastructure related to the Project;
(b) all amounts payable under the Finance Documents (including Debt Service), and Cost Overrun Facility (other than principal);
(c)
funding of the Debt Service Reserve Account;
(d) all amounts payable in respect of Permitted Indebtedness falling within the meaning of paragraph (g) of the definition thereof;

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(e) Taxes payable by the Borrower (other than taxes incurred in connection with the operation of the Project prior to Project Completion); and
(f) all fees, costs and expenses incurred in connection with the negotiation and preparation of, and otherwise in relation to, the Transaction Documents (including the costs of paying legal counsel, the Independent Consultants or other advisors).

“ Construction Plan, Budget and Schedule ” means the construction plan, budget and schedule for the construction of the Project in accordance with the technical specifications of the Life of Mine Plan and the requirements of Applicable Law (applicable to the Borrower, the Project or the Project Property, and including all Material Project Authorisations) and the Transaction Documents, delivered by the Borrower on or before the Financial Closing Date as amended or modified from time to time pursuant to Section 9.13(n).

“ Contested ” or “ Contest ” means, with respect to any matter or claim involving any Person, that such Person is contesting such matter or claim in good faith and by appropriate proceedings timely instituted; provided that the following conditions are satisfied:

(a) such Person has posted a bond or other security acceptable to the Administrative Agent or has established adequate reserves with respect to the contested items in accordance with IFRS;
(b) during the period of such contest, the enforcement of any contested item is effectively stayed; and
(c) such contest and any resultant failure to pay or discharge the claimed or assessed amount does not, and could not reasonably be expected to, result in a Material Adverse Effect or the sale, forfeiture or loss of any material part of the Collateral.

“ Contract ” means any agreement, contract, lease, licence, concession, option, indenture, mortgage, deed of trust, debenture, note or other instrument, arrangement, understanding or commitment, whether written or oral.

“ Control ” means, in respect of a particular Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power including the ownership of voting securities, by contract or otherwise in respect of both ordinary and extraordinary matters (including reorganisation, restructuring and the amendment of any applicable constitutional document). “ Controlled ” shall have the meaning correlative thereto.

“ Copper Hedge Coordinator ” means BNPP, or such replacement copper hedge coordinator as may be appointed pursuant to the Hedging Bank Execution Bank Mandate Letter, in its capacity as the coordinator of the Mandatory Pre-Completion Copper Cathode Hedging Programme as more fully described in the Hedging Strategy.

“ Copper Price Assumption ” means $2.75 per pound as set out in the Base Case Financial Model; and on each March 31, June 30, September 30 and December 31 when the Base Case Financial Model is updated, such price shall be the lesser of:

(a) $2.80 per pound; and
(b) for the forward looking two Fiscal Quarters, the average (on a $ per pound basis) over the past six months of the daily official LME Copper Grade A Settlement quotations for a ton of copper quoted in US dollars as published by Bloomberg L.P. and its affiliates as of the end of the most recent Fiscal Quarter, adjusted to take account of any Permitted Hedge Agreements in respect of copper in place as of the date of such update, and then the copper price reverts back to $2.80 per pound leveled on a linear basis over the third and fourth Fiscal Quarter periods thereafter.

“ Core Management ” means the chairman, the chief executive officer, chief operating officer, chief financial officer, manager - projects, manager – environmental and business sustainability, manager – exploration, manager - HR and any other equivalent role or functions, unless such position is vacant, redundant or has ceased to exist.

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“ Corrective Action Plan ” means a written plan from the Borrower to correct and remedy any E&S NonCompliance Events, which plan shall include:

(a) a description of the E&S Non-Compliance Event, including the reasons for, and events leading to, the E&S Non-Compliance Event and the scope of the damage caused by the E&S Non-Compliance Event;
(b) the Mine Closure Estimate, if any;
(c) the proposed actions to specifically correct, to remedy damage caused by, and to prevent future occurrences of, such E&S Non-Compliance Event;
(d) the proposed assignment of primary responsibility for implementing such proposed actions;
(e) a time schedule for implementing such proposed actions to remedy the Identified E&S NonCompliance Event, including the start date, the estimated end date and key milestones; and
(f) an estimated cost for implementing such actions or any other costs arising from the Identified E&S Non-Compliance Event.

“ Cost Overrun ” means any Construction Cost incurred, or projected to be incurred, which results in the aggregate amount of Construction Costs incurred, or projected to be incurred, in relation to the Project exceeding the aggregate amount of Construction Costs (including all amounts which are included in the Base Case Financial Model as contingencies relating to Construction Costs) referred to in the Base Case Financial Model delivered on the Financial Closing Date.

“ Cost Overrun Facility ” means the subordinated secured US$60 million credit facility in form and substance satisfactory to the Finance Parties and the ECA Guarantor established by the Cost Overrun Lender in favour of the Borrower for the purposes of supporting any Eligible Cost Overruns.

" Cost Overrun Lender " means MMC.

“ Cost Overrun Loans ” means loan made or outstanding under the Cost Overrun Facility.

“ Cost-to-Complete Certificate ” means the certificate (substantially in the form set out in Schedule D ( Form of Cost-to-Complete Certificate )) setting out the amount of Available Resources and Projected Project Costs in connection with determining whether any Cost-to-Complete Shortfall exists.

“ Cost-to-Complete Shortfall ” means the Available Resources are less than the Projected Project Costs.

“ Costs Certificate ” means a certificate (substantially in the form set out in Schedule E ( Form of Costs Certificate )) signed by an authorised signatory of the Borrower and provided by the Borrower to the relevant Facility Agent in relation to each proposed Utilisation setting out the eligible Project Costs that:

(a) are due and payable; and
(b) will become due for payment within sixty (60) days from the Utilisation Date,

in a sufficient level of detail to enable the relevant Facility Agent to verify the accuracy of the eligible Project Costs.

“ Debt ” means, at any time, with respect to any Person:

(a) all obligations, including by way of overdraft and drafts or orders accepted representing extensions of credit, that would be considered to be indebtedness for borrowed money, and all obligations, whether or not with respect to the borrowing of money, that are evidenced by bonds, debentures, notes or other similar instruments;

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(b) the face amount of all bankers’ acceptances and similar instruments;
(c) all liabilities upon which interest charges are customarily paid by that Person, other than liabilities for Taxes;
(d) any capital stock of that Person, or of any Subsidiary of that Person, which capital stock, by its terms or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder, or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part;
(e) all equipment leases, synthetic lease obligations, obligations under Sale-Leasebacks and Purchase Money Obligations;
(f) the amount of all contingent liabilities in respect of letters of credit and similar instruments;
(g) (i) all obligations in respect of the deferred purchase price of property and (ii) accounts payable and accruals in each case, that are over one hundred twenty (120) days past due (except to the extent being Contested);
(h) any hedging, swap, forward, option, future or other derivative transaction (it being understood that when calculating the value of any such Debt, only the marked-to-market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be considered);
(i) contingent liabilities in respect of performance bonds, surety bonds and product warranties, and any other contingent liability, in each case only to the extent that the contingent liability is required by IFRS to be treated as a liability on a balance sheet of the Person contingently liable; and
(j) the amount of the contingent liability under any Guarantee of all or any part of an obligation of another Person of the type included in paragraphs (a) through (i) above.

“ Debt Finance Parties ” means, collectively:

(a) the Senior Lenders;
(b) each of the ECAs; and
(c) the Agents.

“ Debt Service ” means, for any period, the sum of interest and principal scheduled to be paid under the Facilities and (including payments by the Borrower under any Hedge Agreement relating to the hedging of interest rates less any amounts received by the Borrower under such Hedge Agreements during such period (but for the avoidance of doubt, excluding repayments of principal in respect of any Bonding Facility Loan)).

“ Debt Service Reserve Account ” means the Project Account in the name of the Borrower which will be established with the Offshore Accounts Bank prior to the Project Completion Date and be designated and will operate as the “Debt Service Reserve Account” pursuant to, and in accordance with this Agreement, the Accounts Agreement and the applicable Accounts Control Agreement.

“ Desalination Plant ” means the desalination plant servicing the Project and located on the seacoast towards of the north of Flamenco Bay, located 30 kilometres south of Chañaral, including the related pipeline and power transmission line.

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“ Desalination Plant Pledge ” means the pledge without conveyance over the Desalination Plant equipment granted by the Borrower in favour of Scotiabank Chile, and evidenced in a public deed dated September 2, 2019, before the Notary Public of Santiago, Mr. Eduardo Diez Morello.

“ Development Plan ” means a combination of agreed documents detailing the planned development of the Project, consisting of the definitive and updated feasibility studies, the Life of Mine Plan, the Base Case Financial Model, the construction schedule, each EIA and any further EIAs to be delivered in relation to any Material Project Authorisations and the Closure Plan.

“ Direct Agreements ” means each of the following direct agreements (in form and substance satisfactory to the Administrative Agent acting on the instructions of the Majority Senior Lenders):

(a) the MVDP EPC Direct Agreement;
(b) the MMC Offtake Direct Agreement;
(c) the Boliden Offtake Direct Agreement;
(d) the Anglo Offtake Direct Agreement; and
(e) each direct agreement to be entered into pursuant to Section 8.6 ( Direct Agreements

“ Disposition ” means any sale, assignment, transfer, conveyance, lease, licence, granting of an option or other disposition (or agreement to dispose) of any nature or kind whatsoever of any property or of any right, title or interest in or to any property, but does not include the payment of a dividend, and the verb “ Dispose ” has a correlative meaning.

“ Dispute ” has the meaning given to such term in Section 23.10(b).

“ Distribution ” means any payment by such Person to:

(a) any other Person, of dividends or other distribution (whether in cash or in kind) and any bonus issue or any return of capital including any payment in respect, or on the redemption, of any share capital whether at a premium or otherwise;
(b) any other Person on account of any payment of interest, principal or any other amount in respect of any shareholder loans or loan notes or in respect of any financial indebtedness owed by the Borrower to any of its direct or indirect shareholders or other affiliates, including any purchase by the Borrower of any shareholder loans or such financial indebtedness in each case including Subordinated Intercompany Debt; and
(c) any other Person of any payment or discharge by way of set-off, counterclaim or otherwise in respect of indebtedness made by the Borrower to any of its direct or indirect shareholders or other affiliates or in respect of shareholder loans (for the avoidance of doubt, excluding any payments due in respect of the Cost Overrun Facility).

“ Distribution Account ” means, collectively, the bank account(s) in the name of the Borrower which has/ve been, or will be, established with the Onshore Account Bank and/or the Offshore Account Bank and is designated and will operate as the “Distribution Account” as described under the Accounts Agreement.

“ Documentation Agency, Copper Hedge Coordinator, Offshore Collateral Agency and Offshore Account Bank Fee Letter ” means the documentation agency, copper hedge coordinator, offshore collateral agency and offshore account bank fee letter dated on or around the date of this Agreement, by and among the Borrower, BNPPF and BNPP.

“ Documentation Agent ” means BNPP, or such replacement Documentation Agents from time to time.

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“ DSRA Amount ” means, as of any date, the aggregate amount on deposit in the Debt Service Reserve Account, including in respect of any Acceptable Letters of Credit issued on an account other than the Borrower’s.

“ DSRA Required Balance ” means, as of any date as at which the DSRA Required Balance is required to be tested, an amount equal to the aggregate amount of all scheduled principal, estimated interest payments, all premiums under the ECA Guarantee, fees and Acceptable Letter of Credit fees on the Term Facilities and the Bonding Facility due in the six (6) month period following such date.

“ E&S Dispute ” has the meaning given to such term in Section 9.6(f).

“ E&S Non-Compliance Event ” has the meaning given to such term in Section 9.6(g).

“ Easement Agreements ” means, collectively, (a) the easement agreement ( servidumbre ), dated July 8, 2008, between Anglo American Norte S.A. and Fisco de Chile, granted before the Notary Public of Copiapó Mr. Eduardo Cabrera Cortés, Repertory No. 2335-2008, amended by public deed dated October 2, 2008, granted before the same Notary Public, Repertory No. 3494-2008, and (b) the easement agreement (servidumbre minera) dated November 15, 1994, between Empresa Minera de Mantos Blancos S.A. and Fisco de Chile, granted before the Notary Public of Santiago Mr. Mario Barros Gonzalez, Repertory No. 8074-1994; both assigned to the Borrower as a result of the division of Mantos Copper S.A., evidenced in public deed granted before the Notary Public of Santiago Mr. Iván Torrealba Acevedo on May 20, 2019, Repertory N°7.946-2019, and complemented by public deed granted before the same Notary Public on June 3, 2019, Repertory No. 8,836-2019, an extract of which was registered on page 38,919, number 19,476 of the Santiago Commerce Registry of 2019, and published in the Official Gazette (Diario Oficial) on May 25, 2019.

“ ECA ” means: (i) Finnvera plc (“ Finnvera ”); and (ii) Export Finance Australia (“ EFA ”), and collectively, Finnvera and EFA (the “ ECAs ”).

“ ECA Agency Fee Letter ” means the ECA agency fee letter dated on or around the date of this Agreement, between the Borrower and the ECA Agent.

“ ECA Agent ” means Natixis or such replacement ECA Agent as may be appointed pursuant to the terms of this Agreement from time to time.

“ ECA Covered Facility ” means the facility described in Section 2.1(a)(i).

“ ECA Covered Facility Agreement ” means the facility agreement entitled “ECA Covered Facility Agreement” dated on or about the date of this Agreement by and among the Borrower, the Administrative Agent, the ECA Agent, and the ECA Covered Facility Lenders.

“ ECA Covered Facility Commitment ” means:

(a) in relation to an Initial Senior Lender, the amount set opposite its name under the heading “ECA Covered Facility Commitment” in Part A ( Initial Senior Lenders ) of Schedule A ( Commitments ) and the amount of any other ECA Covered Facility Commitment transferred to it under this Agreement; and
(b) in relation to any other Senior Lender, the amount of any ECA Covered Facility Commitment transferred to it under this Agreement,

in each case, to the extent not cancelled, transferred or reduced.

“ ECA Covered Facility Lender ” means:

(a) any Initial Senior Lender under the ECA Covered Facility; and

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(b) any bank, financial institution, trust, fund or other entity which has become a Senior Lender as the ECA Covered Facility Lender in accordance with Section 12.1 ( Assignment by Senior Lenders ),

which, in each case, has not ceased to be a Senior Lender in accordance with the terms of this Agreement.

“ ECA Covered Facility Loan ” means a loan made or to be made under the ECA Covered Facility or the principal amount outstanding for the time being of that loan.

“ ECA Direct Facility ” means the facility described in Section 2.1(a)(iii).

“ ECA Direct Facility Agent ” means Export Finance Australia or such replacement ECA Direct Facility Agent as may be appointed pursuant to the terms of this Agreement from time to time.

“ ECA Direct Facility Agreement ” means the facility agreement entitled “ECA Direct Facility Agreement” dated on or about the date of this Agreement by and among the Borrower, the ECA Direct Facility Agent and the ECA Direct Facility Lender.

“ ECA Direct Facility Commitment ” means:

(a) in relation to an Initial Senior Lender, the amount set opposite its name under the heading “ECA Direct Facility Commitment” in Part A ( Initial Senior Lenders ) of Schedule A ( Commitments ) and the amount of any other ECA Direct Facility Commitment transferred to it under this Agreement; and
(b) in relation to any other Senior Lender, the amount of any ECA Direct Facility Commitment transferred to it under this Agreement,

in each case, to the extent not cancelled, transferred or reduced.

“ ECA Direct Facility Lender ” means:

(a) any Initial Senior Lender under the ECA Direct Facility; and
(b) any bank, financial institution, trust, fund or other entity which has become a Finance Party as an ECA Direct Facility Lender in accordance with Section 12.1 ( Assignment by Senior Lenders ),

which in each case has not ceased to be a Finance Party in accordance with the terms of this Agreement.

“ ECA Direct Facility Loan ” means a loan made or to be made under the ECA Direct Facility or the principal amount outstanding for the time being of that loan.

“ ECA Guarantee ” means the raw material guarantee and the related General Conditions for Raw Material Guarantees dated 1 September 2017 issued by Finnvera plc in connection with the financing to be provided under the ECA Covered Facility Agreement, providing commercial and political risk cover for 90% of the Borrower’s obligations with respect to the payment of principal and interest, default interest, Commitment Fees, and agency and upfront fees payable in connection with the Fee Letters, in each case, under the ECA Covered Facility Agreement.

“ ECA Guarantee Termination Event ” has the meaning given to it in Section 3.3(f).

“ ECA Guarantor ” means Finnvera.

“ Economic Assumptions ” means the economic assumptions (including the Gold Price Assumption and those relating to interest rates, inflation and rates of taxation (including VAT)) incorporated in the Base Case Financial Model delivered to and approved by the Administrative Agent in accordance with Section 10.1 ( Conditions Precedent to Effective Date ) and Section 10.3( Conditions Precedent to the Financial Closing Date ) as amended from time to time in accordance with this Agreement.

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“ EEA Member Country ” means any member state of the European Union, Iceland, Liechtenstein and Norway.

“ EFA ” means Export Finance Australia.

“ Effective Date ” means the date which is the later of the date of this Agreement, and the date on which each Facility Agent has issued to the Administrative Agent a written confirmation that all of the documents and other evidence listed in Part I ( Conditions Precedent to Effective Date ) of Schedule B ( Conditions Precedent ) and delivered to the Administrative Agent are in form and substance satisfactory to it (or have been waived by the relevant Facility Agent in relation to the relevant Facility, as applicable).

“ Efficiency Certificate ” means the certificate (substantially in the form set out in Schedule P ( Completion Test and Completion Certificates – Efficiency Certificate )) to be delivered by the Borrower in connection with the Project Completion Date and certified by the Independent Technical Consultant as being true and correct in all material respects, confirming successful completion of the efficiency test set out in Schedule P ( Completion Test and Completion Certificates – Efficiency test );

“ EIA ” means each environmental impact assessment or environmental and social impact assessment, Declaración de Impacto Ambiental and Pertinencia required under Environmental and Social Laws and carried out, or to be carried out with respect to the Project and in each case, as submitted, or to be submitted to the applicable Governmental Body of Chile or municipality, including for the purpose of obtaining each of the applicable Environmental Licences.

“ Eligible Cost Overruns ” means Construction Costs incurred, or projected to be incurred, which results in the aggregate amount of Construction Costs incurred, or projected to be incurred, in relation to the Project exceeding the aggregate amount of Construction Costs (including all amounts which are included in the Base Case Financial Model as contingencies relating to Construction Costs) referred to in the Base Case Financial Model and including all amounts payable under the EPC Contract, mine equipment costs, prestripping costs and owner costs, to the extent that they are, in aggregate, in excess of the total amount of Construction Costs described in the Base Case Financial Model delivered on the Financial Closing Date.

“ Encumbrance ” means any mortgage, debenture, pledge, hypothec, lien, charge, deed of trust, trust arrangement, assignment by way of security, contractual right of set-off, consignment, lease, hypothecation, security interest, including a purchase money security interest, or other security agreement, trust or arrangement having the effect of security for the payment of any debt, liability or obligation, and “ Encumbered ”, “ Encumbrancer ” and “ Encumbrances ” shall have corresponding meanings.

“ English Charge ” means the English law charge entered into between the Borrower and the Offshore Collateral Agent on or around the date of this Agreement.

“ Entitled Person ” has the meaning assigned to that term in Section 23.7 ( Judgement Currency ).

“ Environment ” means all or any of the following media:

(a) air (including air within natural or man-made structures, whether above or below ground);
(b) water (including territorial, coastal and inland waters, water under or within land and water in drains and sewers);
(c) soil and land (including land under water); and
(d) any ecological systems, animals, plants and all other living organisms, including humans, supported by these media.

“ Environmental and Social Agency Fee Letter ” means the environmental and social agency fee letter dated on or around the date of this Agreement, between the Borrower and ING Bank and ING Capital.

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“ Environmental and Social Agent ” means ING Capital or such replacement Environmental and Social Agent from time to time.

“ Environmental and Social Laws ” means, to the extent binding on the Project or the Borrower, all applicable statutes, laws, regulations, orders, by-laws, decrees or orders of any applicable Governmental Body, any international treaty, convention or rule to which the Government of Chile is a party and any administrative or judicial decisions, judgements or orders and in each case having the force of law at the time and relating to Environmental and Social Matters, the protection of the Environment, natural resources, human health and safety, Hazardous Substances, the environmental and social impacts of, or the rehabilitation or reclamation and closure of lands used in connection with the Project.

“ Environmental and Social Matters ” means, in respect of the Project:

(a) “social” matters are matters relating to actual or reasonably foreseeable adverse impacts on the local communities directly affected by, and on the people involved in, the activities of an existing operation or the construction and/or operation of the Project including any matters with respect to economic or physical displacements, cultural heritage, immigration, community health and safety impacts, working conditions, rights of association, labour and worker rights; for the avoidance of doubt, social impacts encompass any actual or potential adverse Human Rights impacts; and
(b) “environmental” matters are any matters with respect to nuisance, vibration, noise, emission, biodiversity, disposal, discharges and any releases of substance into the Environment or any other processes, action or inaction reasonably likely leading to an adverse environmental impact.

“ Environmental and Social Requirements ” means all Environmental and Social Laws, all Environmental Licences, all applicable IFC Performance Standards on Environmental and Social Sustainability (January 2012), all applicable IFC EHS Guidelines, the Equator Principles, the HSEC Policy, the ESAP, any applicable ESMPs and any Corrective Action Plan, in force as at the date of this Agreement.

“ Environmental Bond ” means each environmental bond, including any Acceptable Closure Security to be provided and maintained in accordance with the Environmental Licences, Material Project Documents and Applicable Laws.

“ Environmental Certificate ” means the certificate substantially in the form set out in Schedule P ( Completion Test and Completion Certificates - Environmental Certificate ) delivered by the Borrower in connection with Project Completion.

“ Environmental Claim ” means any claim, loss or liability of any nature, alleging or asserting that, in relation to the Project, the Borrower is liable under Environmental and Social Requirements for investigatory costs, cleanup costs, remediation, corrective action, governmental response costs, damage to natural resources (including wetlands, wildlife, aquatic and terrestrial flora and fauna), damage to the Environment, damage to property, social or community damage, personal injuries, fines or penalties or any other damages or reasonable legal or consultant costs or fees, in each case arising out of, based on or resulting from:

(a) the unlawful presence or Release of Hazardous Substances at any location under the control of the Borrower in furtherance of the Project whether or not owned by the Borrower;
(b) any breach of Environmental and Social Requirements; or
(c) any other matters or rights relating to environmental, human or social issues that have created or could reasonably be expected to create liability or an adverse impact or risk relating to the Project.

“ Environmental Laws ” means all Applicable Laws of any Governmental Body of the GOC relating to the protection of the Environment, natural resources, human health and safety, Hazardous Substances, the environmental and social impacts of, or the rehabilitation, reclamation and closure of lands used in connection with the Project.

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“ Environmental Licence ” means each Authorisation granted to Borrower with respect to the Project, including:

(a) Resolución de Calificación Ambiental (RCA) dated 9 March 2018;
(b) Approval from the applicable Governmental Body of Chile in respect of the Closure Plan.

“ Equator Principles ” means those principles so entitled and described in “The ‘Equator Principles – July 2020’. A financial industry benchmark for determining, assessing and managing social and environmental risk in Projects” and available at: http://equator-principles.com/about/, as adopted in such form by certain financial institutions.

“ Equivalent Measures ” means resolutions of bribery or Prohibited Practice violations using deferred prosecution agreements or non-prosecution agreements, as well as those resulting from any formal admission or voluntary self-reporting.

“ ESAP ” means the environmental and social action plan prepared for the Project by the Independent Environmental and Social Consultant and the Senior Lenders in consultation with the Borrower issued on 2 February 2021, together with any subsequent amendments, supplements or modifications effected in accordance with Section 9.6(c).

“ ESMPs ” means the environmental and social management plans and procedures delivered as a condition precedent, as such plans (and the names thereof) may be supplemented, amended or modified from time to time in accordance with the frameworks set out in such plans and this Agreement, including any changed management procedures.

“ ESMS ” means the environmental and social management system in place for the Project for the implementation of the environmental and social management and monitoring requirements of this Agreement and as set out in the ESMPs.

“ EU Anti-Boycott Regulations ” means the Council Regulation (EC) No 2271/96 of 22 November 1996 protecting against the effects of the extra-territorial application of legislation adopted by a third country, and actions based thereon or resulting therefrom and section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung or AWV) in connection with the German Foreign Trade Law (Außenwirtschaftsgesetz or AWG).

“ EU Bail-In Legislation Schedule ” means the document described as such and published by the Loan Market Association (or any successor person) from time to time.

“ Event of Default ” has the meaning ascribed to it in Section 11.1 ( Events of Default ).

“ Excess Cash Flow ” means in relation to any calculation period falling after the Project Completion Date, the amount equal to:

(a)

(i) with respect to any Primary Mandatory Prepayment, all cash standing to the credit of the Proceeds Accounts on the last day of such calculation period after all amounts payable under limbs (i) to (iv) of the Cash Waterfall have been paid in full; and
(ii) with respect to any Secondary Mandatory Prepayment, all cash standing to the credit of the Proceeds Accounts on the last day of such calculation period after all amounts payable under limbs (i) to (viii) of the Cash Waterfall have been paid in full, less
(b) US$45 million,

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provided that Excess Cash Flow cannot be less than zero.

“ Existing Lender ” has the meaning ascribed to it in Section 12.1(b).

“ Expropriation Event ” means, with respect to any Project Property of (including any rights to use the Project Property), or equity interests of the Shareholders in, the Borrower, or Subordinated Intercompany Debt issued by the Borrower, any action or series of actions, omission or series of omissions, that has the effect of:

(a) a de jure or de facto taking, seizure, confiscation, requisition, exercise of rights of eminent domain, public improvement, inverse condemnation, condemnation, expropriación , ocupación temporal , or similar action or proceeding, by a Governmental Body of Chile of:
(i) all or a material portion of the Project;
(ii) all or a material portion of the assets of the Borrower or the equity interests of the Shareholders in the Borrower; or
(iii) the equity interests of the Shareholders in the Borrower or Subordinated Intercompany Debt issued by the Borrower, provided that (A) insofar as such action relates to a material portion of the Project or the assets of the Borrower or the Shareholders, such action shall cause or reasonably be likely to cause a material adverse impact on deliveries of copper on the terms set forth in the Finance Documents or the ability of such Person to operate the Project in accordance with the Life of Mine Plan in effect prior to such event or perform its obligations under the Transaction Documents or (B) such action shall (1) result in a material loss (in each case), irreparable damage to, destruction of any, or diminution in value of the Collateral or otherwise materially and adversely affect (x) the ability of the Finance Parties to access or utilise Collateral or (y) the liens granted in the Collateral pursuant to the Security Documents or (2) impair to any material extent the validity or priority of any security interest purported to be granted to the Secured Parties under the Security Documents,

except for negotiated expropriations by the government, planned for and agreed upon as part of, and that would not reasonably be expected to result in a material impact on, the expected normal operations of the Project, subject to the approval of the Majority Senior Lenders, such approval not to be unreasonably withheld; or

(b) any action by a Governmental Body of Chile for the dissolution or disestablishment of the Borrower or any Shareholder under the Applicable Law of Chile;
(c) actually depriving the Borrower whether de jure or de facto by the implementation of Applicable Law of Chile or actions by Governmental Bodies in Chile of its rights necessary to:
(i) construct or operate the Project as contemplated in Material Project Documents and Authorisations and any other contract or agreement to which Chile or a Governmental Body of Chile is a party;
(ii) regularly receive and maintain any material proceeds for products produced by the Project in U.S. Dollars;
(iii) hold bank accounts and/or bullion accounts outside of Chile; or
(iv) make any payments required to be made under the Transaction Documents in U.S. Dollars outside of Chile;

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(d) causing any Material Project Authorisation to be wholly or partially repudiated, declared void, invalid or unenforceable against any party thereto by a Governmental Body of Chile;
(e) causing any Material Project Authorisation to be abrogated, terminated or cancelled in whole or in part, or unilaterally modified in whole or in part, in each case, by Governmental Bodies in Chile;
(f) resulting in the applicable Governmental Body in Chile to be in breach of or otherwise be in default of any material obligation under any Material Project Authorisation and such breach or default shall continue beyond any applicable grace period provided for in such Material Project Authorisation, as applicable, and such applicable Governmental Body in Chile has not proposed and implemented a remediation plan acceptable to the Borrower and the Majority Senior Lenders (each acting reasonably); or
(g) a final and non-appealable decision of a judicial or arbitral tribunal with respect to any of the events described in paragraphs (c) to (f) above.

“ Facility ” means each of the ECA Covered Facility, the Uncovered Facility, the ECA Direct Facility, and the Bonding Facility and “ Facilities ” means all of them.

“ Facility Agents ” means the ECA Agent, the Uncovered Facility Agent, the ECA Direct Facility Agent and the Bonding Facility Agent.

“ Facility Agreements ” means:

(a) the ECA Covered Facility Agreement;
(b) the Uncovered Facility Agreement;
(c) the ECA Direct Facility Agreement; and
(d) the Bonding Facility Agreement.

“ FATCA ” means:

(a) sections 1471 through 1474 of the Code, or any associated regulations;
(b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or
(c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any Governmental Body or taxation authority in any other jurisdiction.

“ FATCA Application Date ” means:

(a) in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the United States), 1 July 2014;
(b) in relation to a “withholdable payment” described in section 1473(1)(A)(ii) of the Code (which relates to "gross proceeds" from the disposition of property of a type that can produce interest from sources within the US), 1 January 2019; or
(c) in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2019,

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or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after the date of this Agreement.

“ FATCA Deduction ” means a deduction or withholding from a payment under a Finance Document or the ECA Guarantee required by FATCA.

“ FATCA Exempt Party ” means a Finance Party or ECA that is entitled to receive payments free from any FATCA Deduction.

“ Fee Letters ” means any letter entered into by reference to this Agreement between one or more of the Finance Parties and the Borrower setting out the amount of any fees referred to in this Agreement, including any fee letter (including any Agency Fee Letter) executed between an Agent and the Borrower in respect of compensation to be provided to such Agent in connection with the performance of its obligations under the Finance Documents.

“ Final Maturity Date ” has the meaning given to it in the relevant Facility Agreement.

“ Final Three Years’ Scheduled Amortisation ” means the total aggregate amount scheduled to be repaid in respect of the Term Facilities on the last twelve (12) Repayment Dates (the last such Repayment Date being the Final Maturity Date) for each Term Facility.

“ Final Two Years’ Scheduled Amortisation ” means the total aggregate amount scheduled to be repaid in respect of the Term Facilities on the last eight (8) Repayment Dates (the last such Repayment Date being the Final Maturity Date) for each Term Facility.

“ Finance Documents ” means:

(a) this Agreement;
(b) each Facility Agreement;
(c) the Collateral Agency and Intercreditor Deed;
(d) the Onshore Collateral Agency Agreement;
(e) each Permitted Hedge Agreement and each Hedging Novation Agreement;
(f) the Security Documents;
(g) the Direct Agreements;
(h) the Accounts Agreement;
(i) the COF Subordination Deed;
(j) the Holdco Undertaking Deed;
(k) the Fee Letters;
(l) all Acceptable Closure Security (if any) issued pursuant to the Bonding Facility Agreement;
(m) each Note;
(n) each Utilisation Request;
(o) each Intercreditor Accession Deed;

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(p) any Transfer Certificate;
(q) the Hedging Bank Execution Mandate Letter;
(r) the Irrevocable Payment Instruction; and
(s) all other agreements, instruments and documents from time to time (both before and after the date of this Agreement) delivered to the Finance Parties in connection with this Agreement or the other Finance Documents, including any agreements, instruments and documents designated as “Finance Documents” by the Borrower and the Administrative Agent.

“ Finance Party ” means each Senior Lender, Permitted Hedging Provider, and/or Administrative Party.

“ Financial Closing Date ” means the date on which all of the conditions precedent set forth in Section 10.3 ( Conditions Precedent to Financial Closing Date ) are satisfied or waived by the Senior Lenders.

“ Financial Covenants ” means the covenants of the Borrower in Section 9.2 of this Agreement.

“ Financial Statements ” means the financial statements delivered on the Financial Closing Date and those required to be delivered pursuant to Sections 9.9(b) and Section 9.10(a).

“ Finnvera ” means Finnvera plc.

“ Fiscal Quarter ” means each calendar quarter ending on March 31, June 30, September 30 and December 31 of each year.

“ Fiscal Year ” means the period of January 1 to December 31 of each year.

“ Framework Documents ” means the HSEC Policy, ESMS, ESMPs and any Corrective Action Plan.

“ Fundamental Event of Default ” means each of the events of default set out in Sections 11.1(a) ( Payment Default ), 11.1(b) (with respect to a breach of Section 9.1(cc) ( Compliance with AML, Sanctions, AntiCorruption Laws), 11.1(c) (with respect to a misrepresentation of Section 7.1(t), 7.1(u) and 7.1(v)( Misrepresentations relating to AML, Sanctions, Anti-Corruption Laws ) only), 11.1(d) ( Insolvency ), 11.1(e)(ii) ( Voluntary Insolvency ), 11.1(e)(iii) ( Involuntary insolvency ) and 11.1(e)(iv) ( Winding-up, dissolution and liquidation ), 11.1(i) ( Repudiation of Finance Document ) and 11.1(s) ( Environmental Events of Default ).

“ GES ” means Empresa Electríca Guacolda Energía S.A. (currently Guacolda Energía S.A.), a company incorporated under the laws of Chile with tax payer number 76.418.918-3, and the supplier of power to the Borrower under the GES PPA.

“ GES PPA ” shall have the meaning given to it in the definition of Power Supply Agreement.

“ GISTM Standards ” means the Global Industry Standard on Tailings Management standards (August 2020), as amended, supplemented or superseded from time to time.

“ GOC ” means the Government of Chile.

“ Gold Price Assumption ” means $1,250 per ounce as set out in the Base Case Financial Model; provided that in each case when the Base Case Financial Model is to be updated such price shall be the lesser of:

(a) $1,250 per ounce; and
(b) the blended average spot price of the gold futures curve over the past six months obtained from Bloomberg L.P. and its affiliates which reflects the market closing level as of the end of the most

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recent Fiscal Quarter, adjusted to take account of any Permitted Hedge Agreements in respect of gold in place as of the date of such update.

“ Good Industry Practice ” or “ GIIP ” means, in relation to any decision, undertaking, practice, method or act, the exercise of that degree of diligence, skill, care, prudence, oversight, economy and stewardship which is commonly observed or would reasonably be expected to be observed by skilled and experienced professionals in the Chilean and North American mining industries engaged in the same type of decision, undertaking, practice, method or act, as the case may be, under, and with the same or similar circumstances and/or degree of complexity to accomplish the desired result in a manner consistent with applicable standards, equipment manufacturing recommendations, good business practice, reliability, safety, dependability, efficiency, environmental protection and Applicable Law.

“ Governmental Body ” means the government of Chile or any other nation, or of any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, arbitrator or arbitrators, tribunal, central bank or enterprise that is owned, sponsored, or controlled by any government, or any other entity exercising executive, legislative, judicial or arbitral, taxing, regulatory or administrative powers or functions or pertaining to government (including any applicable stock exchange and supra-national bodies such as the European Union or the European Central Bank) and in each case having jurisdiction over the Borrower, any Shareholder, the Project, the Project Property or the Transaction Documents, as the context may require.

“ Guarantee ” means, any guarantee, indemnity, third party charge, bond or other assurance against financial loss by one person in respect of the obligations of another person.

“ Hazardous Substances ” means any substance, material, or waste capable of causing harm to man, any living organism or the Environment and defined or listed in, or regulated, or prohibited, by the applicable Environmental and Social Requirements, including pollutants; contaminants; chemicals; deleterious substances; dangerous goods; hazardous or industrial toxic materials; wastes or substances; tailings; wasterock; wastewater; radioactive materials; flammable substances; explosives; radon; petroleum and petroleum products; polychlorinated biphenyls; chlorinated solvents and asbestos or asbestos-containing materials, sediment from erosion, and surface water run-off.

“ Hedge Agreement ” means each 2002 ISDA Master Agreement (or such other ISDA pro forma Master Agreement as may be published by ISDA from time to time) and the schedule relating thereto which is entered into between the Borrower and the Permitted Hedging Provider in order to hedge rate or price risk together with each confirmation entered into under such agreement from time to time in respect of a Hedging Transaction, as amended or supplemented or novated from time to time.

“ Hedge Termination Amount ” means, in respect of any Hedge Agreement, after taking into account the effect of any legally enforceable netting agreement relating to such Hedge Agreement:

(a) for any date on or after the date such Hedge Agreement has been closed out and termination value determined in accordance therewith, such termination value; and
(b) for any date prior to the date referenced in paragraph (a) above, the amount determined as the mark-to-market value for such Hedge Agreement, as determined based upon the methodology set forth in such Hedge Agreement.

“ Hedging Affiliate ” means any Affiliate of a Term Facility Lender that enters into a Permitted Hedge Agreement.

“ Hedging Bank Execution Bank Mandate Letter ” means the letter dated on or about the date of this Agreement entered into between BNPP and the Borrower in connection with the execution of the Mandatory Pre-Completion Copper Cathode Hedging Programme as more fully described in the Hedging Strategy.

“ Hedging Novation Agreement ” means each hedging novation agreement entered into by any Permitted Hedging Provider and the Borrower from time to time.

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“ Hedging Programme Commencement Date ” means the date on which each of the conditions precedent set out in Section 10.2 ( Conditions Precedent to Hedging Programme Commencement Date ) has been satisfied.

“ Hedging Strategy ” means the agreed hedging strategy set out in Schedule S ( Hedging Strategy ).

“ Hedging Transaction ” has the meaning given to it in the Hedging Strategy.

“ Hedging Transaction Date means any date on which a Hedging Transaction under a Hedge Agreement is entered into.

“ Historic Debt Service Cover Ratio ” means, as of any date as at which is it required to be tested pursuant to this Agreement, the ratio of A to B where:

(a) A is the aggregate of Available Cash Flow; and
(b) B is the aggregate of (i) all Debt Service and (ii) any amounts payable by the Borrower to the ECA Guarantor under the ECA Guarantee,

in each case during the applicable Historic DSCR Measurement Periods.

“ Historic DSCR Measurement Period ” means for the first Calculation Date, the immediately preceding six (6)-month period ending on such date, and for each applicable Calculation Date thereafter, the immediately preceding twelve (12)-month period ending on such date.

“ HoldCo Covenants ” means the representations and warranties and covenants of Mantos Holding as set out in the Holdco Undertaking Deed.

“ Holdco Undertaking Deed ” means the undertaking deed dated on or around the date of this Agreement and entered into by Mantos Holding in favour of the Administrative Agent, the Offshore Collateral Agent and the Onshore Collateral Agent setting out, among other things, the Holdco Covenants in favour of the Finance Parties.

“ HSEC Policy ” means the integrated health, safety, environmental and community policies and operating guidelines for the Project adopted by the Board on 9 September 2020 and delivered to the Administrative and Environmental and Social Agent pursuant to Section 7.1(w)(vii), as amended from time to time in accordance with Section 9.6(a).

“ Human Rights ” means internationally recognised human rights which are expressed in the International Bill of Human Rights consisting of the Universal Declaration of Human Rights, the International Covenant on Civil and Political Rights and the International Covenant on Economic, Social and Cultural Rights as well as the fundamental rights set out in the International Labour Organisation’s Declaration of Fundamental Principles and Rights at Work.

“ Identified ” means howsoever identified by the Independent Environmental and Social Consultant, through its review of a Borrower Environmental and Social Monitoring Report or on a Project site visit, or through any notification by the Borrower pursuant to Section 9.4.

“ IESC DD Report ” means the due diligence report prepared by SRK Consulting (Chile) S.A. dated May 2019.

“ IESC Environmental and Social Monitoring Report ” means each environmental and social due diligence report relating to the assessment of the Project, prepared by the Independent Environmental and Social Consultant in consultation with the Environmental and Social Agent (and in form and substance satisfactory to the Finance Parties and the ECA Guarantor), which shall document compliance or noncompliance with Environmental and Social Requirements, shall set out any changes or proposed changes

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to the HSEC Policy, ESMS and ESMPs, and shall be provided to the Administrative Agent and the Borrower, within 30 days after each Project site visit, on a semi-annual basis prior to the Project Completion Date and annually thereafter in accordance with Section 9.5(a).

“ IFC EHS Guidelines ” means the following guidelines:

(a) IFC General Environmental, Health and Safety Guidelines (2007);
(b) IFC Environmental, Health and Safety Guidelines for Mining (2007);
(c) IFC Environmental, Health and Safety Guidelines for Electric Power Transmission and Distribution (2007);
(d) IFC Environmental, Health and Safety Guidelines for Water and Sanitation (2007);
(e) IFC Environmental, Health and Safety Guidelines for Waste Management Facilities (2007);
(f) IFC Environmental, Health and Safety Guidelines for Construction Materials Extraction (2007);
(g) Workers’ accommodation, a guidance note by IFC and the EBRD; and
(h) any other similar applicable guidelines as may be agreed with the Borrower from time to time,

in each case, as amended, supplemented or superseded from time to time.

“ IFRS ” means the International Financial Reporting Standards adopted by the International Accounting Standards Board from time to time.

“ Increased Cost ” means:

(a) a reduction in the rate of return from a Facility or on a Finance Party's (or its Affiliate's) overall capital;
(b) an additional or increased cost; or
(c) a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

“ Indemnified Party ” has the meaning ascribed to such term in Section 6.5(a).

“ Independent Consultants ” means the Independent Technical Consultant, the Independent Tailings Consultant, the Independent Insurance Consultant, the Independent Environmental and Social Consultant, the Independent Market Consultant, the Independent Model Auditor and any replacement thereof appointed from time to time in accordance with Article 14 ( Consultants ).

“ Independent Environmental and Social Consultant ” and “ IESC ” means SRK Consulting or any other firm of environmental and social advisors or any replacement thereof in each case appointed in accordance with Article 14 ( Consultants ), including any other environmental and social consultant from time to time appointed by the Administrative Agent or the Environmental and Social Agent (acting, in each case, on the instructions of the Majority Senior Lenders) and the ECA Agent (acting for and on behalf of the ECA Guarantor) to act as the independent environmental and social advisor to the Finance Parties (other than the Offshore Collateral Agent) and the ECA Guarantor, such consultant owing a duty of care to the Finance Parties only (other than the Offshore Collateral Agent) and the ECA Guarantor, for the purposes of verifying or monitoring compliance of the Borrower, or otherwise, the Project, with Environmental and Social Requirements.

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“ Independent Insurance Consultant ” means Willis Towers Watson or such replacement insurance consultant as appointed in accordance with Article 14 ( Consultants ).

“ Independent Market Consultant ” means CRU or such replacement market consultant as appointed in accordance with Article 14 ( Consultants ).

“ Independent Model Auditor ” means Price Waterhouse Coopers.

“ Independent Tailings Consultant ” means RPA or any replacement engineer appointed in accordance with Article 14 ( Consultants ).

“ Independent Technical Consultant ” means RPA or any replacement engineer appointed in accordance with Article 14 ( Consultants ).

“ ING Capital ” means ING Capital LLC.

“ ING Bank ” means ING Bank N.V.

“ Initial Repayment Date ” means the earlier to occur of: (a) the last day of the first Fiscal Quarter immediately following 180 days after the Project Completion Date; and (b) 30 September 2024.

“ Insurance Agent ” means SG or such replacement Insurance Agent as may be appointed pursuant to the terms hereof from time to time.

“ Insurance Agency and Technical Agency Fee Letter ” means the insurance agency and technical agency fee letter dated on or around the date of this Agreement, between the Borrower and SG.

“ Insurance Certificate ” means the certificate delivered by the Borrower, substantially in the form set out in Schedule P ( Completion Test and Completion Certificates - Insurance Certificate ) in connection with Project Completion.

“ Intercreditor Accession Deed ” means each deed of accession entered into in the form set out in annex 1 of the Collateral Agency and Intercreditor Deed.

“ Intercreditor Agent ” means MUFG or such replacement Intercreditor Agent as may be appointed pursuant to the terms of the Collateral Agency and Intercreditor Security Deed.

“ Intercreditor and Administrative Agency Fee Letter ” means the intercreditor and administrative agency fee letter dated on or around the date of this Agreement, between the Borrower and MUFG.

“ Interest Payment Date ” has the meaning given to it in the relevant Facility Agreement.

“ Interest Period ” has the meaning given to it in the relevant Facility Agreement.

“ Investment ” means, with respect to any Person, the making by such Person of:

(a) any direct or indirect investment in or purchase or other acquisition of the securities of or an equity interest in any other Person;
(b) any loan or advance to, or arrangement for the purpose of providing funds or credit to (excluding extensions of trade credit in the ordinary course of business in accordance with customary commercial terms), any other Person; or
(c) any capital contribution to (whether by means of a transfer of cash or other property or any payment for property or services for the account or use of) any other Person;

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provided that, for greater certainty, an Acquisition shall not be treated as an Investment.

“ Irrevocable Payment Instruction ” means the irrevocable payment instruction to be entered into prior to the Hedging Programme Commencement Date, between the Borrower, Mantos Holding, MMC and BNPP (in its capacity as Offshore Collateral Agent), in the form set out in Schedule U ( Form of Irrevocable Payment Instruction ) and delivered to the Administrative Agent.

“ Judgement Currency ” has the meaning assigned to that term in Section 23.7 ( Judgement Currency ).

“ Legacy E&S Event ” means, in relation to the Project, the work place respirable dust-related issue as described more particularly in the IESC DD Report as well as any other adverse E&S issues related to the operations of the Project up to the point of the execution of this Agreement as well as materialising during the lifetime of the Project Identified at any time during the lifetime of the Project.

“ Legal and Financial Certificate ” means the certificate delivered by the Borrower, substantially in the form set out in Schedule P ( Completion Test and Completion Certificates – Legal and Financial Certificate ), in connection with Project Completion.

“ LME ” means the London Metal Exchange and any successor to it.

“ Life of Mine Plan ” means the life of mine plan to establish, among other things, the expected production levels over the life of the mine (based on the mineral reserves which have been estimated for the Project) estimated cash and full costs of production, as updated annually in accordance with Section 9.7 ( Project Reporting – Construction Plan, Budget and Schedule, Material Project Documents, Material Project Authorisations and Mine Plan ).

“ Loan ” means an ECA Covered Facility Loan, an Uncovered Facility Loan, an ECA Direct Facility Loan, or a Bonding Facility Loan.

“ Loan Life Cover Ratio ” means, as of any date, the ratio of A to B where:

(a) A is the net present value of the projected Available Cash Flow (as reflected in the then current Base Case Financial Model) until the Final Maturity Date of the Loans under the Term Facility with the longest tenor, discounted by the weighted average cost of the Term Facility Loans; and
(b) B is the amount of the outstanding Term Facility Loans on the date of calculation less the amounts then standing to the credit of the Debt Service Reserve Account.

For the purposes of calculating the Loan Life Cover Ratio, it shall be assumed that all payment and all transfers between Project Accounts due to be made are in fact made.

“ Majority Senior Lenders ” means, at any time, one or more Senior Lenders holding more than sixty six and two thirds per cent. (66 2/3%) of:

(a) if there are no Loans outstanding, its Commitments; or
(b) at any other time, the amount of that Senior Lender’s participations in the Loan then outstanding plus any undrawn Commitments; or
(c) if the Commitments have otherwise been terminated or expired, the outstanding principal amount of the Loans.

“ Management Services Agreement ” means, collectively, (i) the amended and restated consultancy agreement dated on or prior to the Effective Date between Mantos Copper S.A., Audley Capital Advisors LLP and the Borrower (the “ Consultancy Agreement ”); and (ii) the cost sharing services agreement between the Borrower and Mantos Copper S.A. dated 3 June 2019, as amended on or prior to the Effective

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Date; as the same may be replaced by a single management services agreement between Audley Capital Advisors LLP and the Borrower upon certain events occurring in accordance with the terms of the Consultancy Agreement.

“ Mandated Lead Arrangers ” means BCI, BNPP, BNPPF, Export Finance Australia, ING Capital, MUFG, Natixis NY and SG.

“ Mantos Holding ” means Mantos Copper Holding SpA, a sociedad por acciones incorporated under the laws of Chile.

“ Marketing Certificate ” means the certificate (substantially in the form set out in Schedule P ( Completion Test and Completion Certificates - Marketing Certificate )) to be delivered by the Borrower in connection with the Project Completion and certified by the Independent Technical Consultant as being true and correct in all material respects, confirming successful completion of the marketing and ship loading tests set out in Schedule P ( Completion Test and Completion Certificates - Marketing test ).

“ Material Adverse Effect ” means, individually or in the aggregate, any event, change or effect that could reasonably be expected to impair to a material extent:

(a) the ability of the Borrower or a counterparty to a Material Project Document to perform or comply with any of its material obligations under any Transaction Document to which it is a party when the same fall due for performance;
(b) the validity, legality or enforceability of any Finance Document or the ECA Guarantee;
(c) the validity, perfection, priority or enforceability of the Security Documents;
(d) the ability of the Finance Parties and the ECA Guarantor to enforce their rights and remedies under the Finance Documents or the ECA Guarantee;
(e) the ability of the Borrower to achieve the Commercial Operation Date by the Project Completion Longstop Date;
(f) the construction, operation or financial condition of the Project as a whole after reasonable remedies have been exhausted; or
(g) the business, affairs, capitalisation, assets, liabilities, results of operations, condition (financial or otherwise), of the Borrower.

“ Material Adverse Environmental and Social Effect ” means, with respect to any health, safety, environmental, social and related operational matters, any New Event or, with respect to any applicable indemnity as more fully described in the Finance Documents, any event as follows:

(a) (i) any fatality, (ii) any major disability or (iii) irreversible health impairment in each case to a human and attributable to the Project;
(b) any Affected Persons or worker-related protest, action or challenge to the Project resulting in, or reasonably expected to materially adversely affect any other Affected Person or to result in a period of shutdown of Project operations;
(c) any irreversible or continuing material damage to the Environment attributable to the Project that requires measures to remediate or restore the Environment or causes irreparable damage to critical habitats or endangered species, (as defined by Applicable Laws, government regulation, or version of the International Union for Conservation of Nature’s Red List of Threatened Species in effect at the time)

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(d) any violation or breach, in any material respect, of any health, safety or environmental law related to the operation of the Project; or
(e) any material damage to or destruction of a site or object of local cultural or religious significance which is attributable to the Project.

“ Material Project Authorisations ” means: (a) the Project Authorisations for the Project (including each Environmental Licence) listed in Schedule F ( Material Project Authorisations ), and (b) any other Project Authorisation, the breach, loss, modification or termination of which, or failure to obtain, could reasonably be expected to have a material adverse effect on the financing, development, construction, procurement, engineering or operation of commercial production (including commercial production transactions) of the Project in accordance with the Life of Mine Plan and the Construction Plan, Budget and Schedule.

“ Material Project Documents ” means:

(a) the Contracts listed in Schedule G ( Material Project Documents
(b) each Additional Material Project Document;
(c) any performance bond, advanced payment bond, guarantee or other credit support provided to the Borrower pursuant to any Contract which is a Material Project Document; and
(d) each other Contract designated by the Administrative Agent and the Borrower as a Material Project Document.

“ Material Project Party ” means each Person party to a Material Project Document other than the Borrower.

“ Mine Closure Estimate ” means the detailed cost estimate for the decommissioning and closure works and restorative activities in respect of temporary closure, early closure and closure in accordance with the Life of Mine Plan that has been prepared by the Borrower in accordance with, and in compliance with the Environmental and Social Requirements and Applicable Laws, in respect of which the USD equivalent amounts to the UF estimated amounts are updated on an annual basis.

“ Minerals ” means any and all marketable metal bearing material in whatever form or state that is mined, produced, extracted or otherwise recovered from the Project Real Property, and including any such material derived from any processing or reprocessing of any tailings, waste rock or other waste products originally derived from the Project Real Property, and including ore and any other products resulting from the further milling, processing or other beneficiation of Minerals, including copper cathode, copper concentrate and gold.

“ Minimum Operating Balance ” means, after Project Completion, an amount equal to US$60 million, which shall comprise an amount of no less than US$45 million standing to the credit of, or deposited in the Project Accounts, and an amount of unused available working capital facility being contractually committed to the Borrower for a minimum period of twelve (12) months by an Acceptable Bank, equal to no less than US$15 million.

“ Minor E&S Non-Compliance Event ” means an Identified event of non-compliance with Environmental and Social Requirements relating to the Project including any Legacy E&S Event, in each case which the Independent Environmental and Social Consultant reasonably believes is an event not representing immediate or severe social or environmental risk and which the Borrower is able to correct in accordance with the ESMS and each ESMPs or which the Independent Environmental and Social Consultant has or shall have deemed necessary to include into the ESAP.

“ MMC ” means Mitsubishi Materials Corporation.

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“ MMC Change of Control ” means MMC ceases, directly or indirectly, to beneficially own and control or have direction over at least 30% of the outstanding voting shares of the Borrower.

“ MMC Offtake Agreement ” means the concentrate offtake agreement to be entered into between the Borrower as seller and MMC as purchaser prior to the Financial Closing Date.

“ MMC Offtake Direct Agreement ” means the direct agreement between the Borrower, MMC and the Offshore Collateral Agent with respect to the MMC Offtake Agreement.

“ Monthly Construction Progress Report ” means a construction progress report to be provided by the Borrower on a monthly basis to the Administrative Agent and the Finance Parties, which shall include:

(a) the monthly report prepared by the MVDP EPC Contractor;
(b) an estimate of the anticipated Project Completion Date.;
(c) a description of physical progress and expenditures of Project Costs during such month and a description of cumulative and physical progress and expenditures through the end of such month, together with a comparison of the same against the then applicable Construction Plan, Budget and Schedule including a description of any material variance or inconsistency and the Borrower’s proposal to remedy any such material variance or inconsistency; and
(d) any other information as may be reasonably requested by the Administrative Agent from time to time.

“ MVDP EPC Advance Payment Bond ” means the advance payment insurance bond (defined as the Mobilisation Payment Security under the MVDP EPC Contract) provided by Zurich American Insurance Company in favour of the Borrower in connection with the obligations of the MVDP EPC Contractor under section 21.1 of the EPC Contract.

“ MVDP EPC Contract ” means the turn-key fixed price engineering, procurement and construction agreement dated December 22, 2020 between the Borrower and the MVDP EPC Contractor with respect to the construction and development of the Project.

“ MVDP EPC Contractor ” means Ausenco Chile Ltda, and includes its Affiliates.

“ MVDP EPC Contract Guarantee ” means the parent company guarantee entered into by and between the Borrower and MVDP EPC Contractor Guarantor on or prior to the Effective Date.

“ MVDP EPC Contractor Guarantor ” means Ausenco Pty Ltd.

" MVDP EPC Direct Agreement " means the financier tripartite direct agreement in the form set out in the MVDP EPC Contract between the Borrower, the MVDP ECP Contractor, the MVDP EPC Contractor Guarantor and the Offshore Collateral Agent with respect to the MVDP EPC Contract.

“ MVDP EPC Performance Support ” means the on-demand guarantees provided by Australia and New Zealand Banking Group Ltd in favour of the Borrower in connection with the obligations of the MVDP EPC Contractor.

“ Natixis ECA Covered Facility Upfront Fee Letter ” means the ECA covered facility upfront fee letter dated on or around the date of this Agreement, between the Borrower, the ECA Agent and Natixis NY.

“ Natixis Uncovered Facility Upfront Fee Letter ” means the uncovered facility upfront fee letter dated on or around the date of this Agreement, between the Borrower and Natixis NY.

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“ Net Disposition Proceeds ” shall mean, with respect to any disposition of assets or Expropriation Event, the aggregate amount of cash payments and to the extent that consideration for the asset disposed includes non-cash consideration, the fair market value of any such non-cash consideration net of:

(a) the amount of any costs, expenses, commissions and fees paid or payable by or on behalf of the Borrower in connection with such disposition (as evidenced by supporting documentation provided to the Senior Lenders upon request), and
(b) any Taxes imposed on and payable or reasonably estimated to be payable by the Borrower as a result of such disposition.

“ Net Insurance Proceeds ” means the aggregate cash proceeds of:

(a) business interruption insurance to the extent the Project is being partially or totally abandoned or suspended; and
(b) insurance received by the Borrower in respect of any loss, damage to or destruction of any of the Collateral, in each case, after deducting therefrom all reasonable fees, costs and expenses (including legal and accounting fees) incurred in connection with the collection of such proceeds (as evidenced by supporting documentation provided to the Administrative Agent upon request), without deduction for any insurance premiums or similar payments; provided, however, that insurance proceeds arising from third-party liability insurance shall not constitute Net Insurance Proceeds.

“ New Event ” means:

(a) an event not already described in any EIA, Corrective Action Plan, ESAP, ESMPs or Authorisations (including Environmental Licences); or
(b) an event described in any of the preceding documents, which is the subject of a material negative change in circumstances which has been Identified,

and could, in each case, also be a Legacy E&S Event.

“ Note ” means each of the promissory notes ( pagarés ) and subsequent Allonges from time to time, evidencing the Borrower’s promise to pay in connection with each Loan, to be duly executed and issued by the Borrower under Chilean law, in substantially the forms set out in Schedule R ( Form of Note ), and which shall constitute a valid título ejecutivo .

“ Notice to Proceed” means the written notice to be issued by the Borrower to the MVDP EPC Contractor pursuant to section 2.4 of the MVDP EPC Contract confirming that the “Commencement Date” (as such term is defined in the MVDP EPC Contract) has occurred under the MVDP EPC Contract.

“ Obligations ” means all indebtedness, liabilities, indemnities and other obligations owed by the Borrower or any Shareholder to any Secured Party under this Agreement, under any other Finance Document or under the ECA Guarantee (pursuant to the terms of the Finance Documents), in each case to which they are party, whether actual or contingent, direct or indirect, matured or not, now existing or hereafter arising, including the face amount of any Acceptable Closure Security which has been issued and drawn in accordance with the Bonding Facility Agreement, and any fees or premiums payable to the ECA Guarantor under the ECA Guarantee.

“ OFAC ” means the Office of Foreign Assets Control of the US Department of the Treasury.

“ Officer’s Certificate ” means a certificate in form satisfactory to the Administrative Agent, acting reasonably:

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(a) in the case of any such certificate of the Borrower, signed by an authorised member of the Core Management and
(b) in all other cases, of the applicable Person required to provide such certificate signed by the President or a Vice-President of such Person or by such other of its senior officers, managers or directors as may be acceptable to the Administrative Agent.

“ ” Offshore Account Bank has the meaning given to it in the Accounts Agreement .

“ Offshore Accounts Control Agreements ” means:

(a) the New York law document entered into between the Borrower, the Offshore Account Bank and the Offshore Collateral Agent, in relation to certain Project Accounts; and
(b) the Blocked Sub-Account Accounts Control Agreement,

and “ Offshore Accounts Control Agreement ” means any one of them.

“ Offshore Collateral Agent ” means BNP Paribas, in its capacity as offshore collateral agent for the Senior Lenders under this Agreement, as appointed pursuant to the Collateral Agency and Intercreditor Deed, or any successor Offshore Collateral Agent appointed under such agreement.

“ Offshore Project Accounts ” has the meaning given to it in the Accounts Agreement.

“ Offshore Reinsurance Security Agreement ” means an English law charge over each insurer’s proceeds of reinsurances governed by English law to be entered into by each insurer and the Borrower in favour of the Offshore Collateral Agent.

“ Offshore Security Documents ” means, collectively:

(a) the US Security Agreement;
(b) each Offshore Accounts Control Agreement;
(c) the English Charge;
(d) each Offshore Reinsurance Security Agreement;
(e) each Security Power of Attorney (included in the US Security Agreement);
(f) the Security Certificate;
(g) any other document from time to time evidencing or creating security over any asset of the Borrower, governed by a law other than of Chile (other than the Distribution Account and any credit balance therein and the Shareholders’ Agreement) to secure or intending to secure the payment and performance of the Obligations of the Borrower to a Secured Party under any Finance Document;
(h) any other document, instrument or deed as may be designated as such by the Borrower and the Administrative Agent.

“ Offshore USD Proceeds Account ” means the Project Account in the name of the Borrower which has been established with the Offshore Account Bank and is designated and will operate as the “Offshore USD Proceeds Account” pursuant to, and in accordance with this Agreement, the Accounts Agreement and the applicable Accounts Control Agreement.

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“ Offtake Contracts ” means each of:
(a) the MMC Offtake Agreement;
(b) the Boliden Offtake Agreement;
(c) the Anglo Offtake Agreement; and
(d) any Replacement Offtake Contract.

“ Onshore Account Bank ” has the meaning given to in the Accounts Agreement.

“ Onshore Accounts Control Agreement ” means the Chilean law document entitled “ Contrato de Administración de Cuentas ” to be entered into between the Borrower and the Onshore Collateral Agent in respect of the Project Accounts.

“ Onshore COF Subordination Agreement ” means the subordination agreement governed by Chilean Law, to be entered into in connection with the Cost Overrun Facility on or prior to the Financial Closing Date between the MMC as the Cost Overrun Lender, the Borrower and the Onshore Collateral Agent.

“ Onshore Collateral Agency Agreement ” means the collateral agency agreement ( contrato de agencia de garantías y acuerdo de acreedores ) in the form of a Chilean notarial public deed, dated on or about the date of the Common Terms Agreement, among the Onshore Collateral Agent and the Offshore Collateral Agent, in each case acting for and on behalf of the Secured Parties and the Borrower, pursuant to which the Onshore Collateral Agent is appointed as onshore collateral agent ( agente de garantías local ) for the benefit of the Finance Parties under Chilean law.

“ Onshore Collateral Agency, Bonding Facility Agency and Onshore Account Bank Fee Letter ” means the onshore collateral agency, bonding facility agency and onshore account bank fee letter dated on or around the date of this Agreement, between the Borrower, the Onshore Collateral Agent and BCI Asesoría Financiera S.A..

“ Onshore Collateral Agent ” means BCI, in its capacity as onshore collateral agent for the Finance Party under this Agreement, as appointed pursuant to the Collateral Agency and Intercreditor Deed, or any successor Onshore Collateral Agent appointed under it.

“ Onshore Collection Mandate ” means each Chilean law document entitled " Mandato Irrevocable de Cobro ” to be entered into between the Borrower and the Onshore Collateral Agent, issued by the Borrower in favour of the Onshore Collateral Agent on behalf of the Finance Parties, for purposes of collecting payments from the counterparties to each Material Project Document governed by, and as permitted under, Chilean law.

“ Onshore Commercial Pledge over Borrower’s Shares (Mantos Holding) ” means the Chilean law document entitled " Prenda Comercial sobre Acciones y Prohibición " to be entered into among the Borrower, Mantos Holding and the Onshore Collateral Agent, granting a first-priority security interest in all of the issued shares of the Borrower held by Mantos Holding in favour of the Onshore Collateral Agent, which will be terminated and cancelled upon perfection of the Onshore Pledge Without Conveyance over Borrower's Shares (Mantos Holding).

“ Onshore Commercial Pledge over Borrower’s Shares (MMC) ” means the Chilean law document entitled " Prenda Comercial sobre Acciones y Prohibición " to be entered into among the Borrower, MMC and the Onshore Collateral Agent, granting a first-priority security interest in all of the issued shares of the Borrower held by MMC in favour of the Onshore Collateral Agent, which will be terminated and cancelled upon perfection of the Onshore Pledge Without Conveyance over Borrower's Shares (MMC).

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“ Onshore Conditional Assignment of Rights under each Material Project Document ” means each Chilean law document entitled "Cesión Condicional de Derechos y Posición Jurídica Contractual" to be entered into between the Borrower and the Onshore Collateral Agent, pursuant to which the Borrower grants to the Onshore Collateral Agent a conditional assignment of its rights and obligations under each Material Project Document that is governed by, and permitted to be conditionally assigned under, Chilean law.

“ Onshore Mortgages ” means each of the mortgages as set forth in Schedule O ( List of Mortgages ) including:

(a) the Onshore Mortgage over Real Estate;
(b) the Onshore Mortgage over Mining Concessions; and
(c) the Onshore Mortgage over Water Rights.

“ Onshore Mortgage over Real Estate ” means the Chilean law document entitled " Hipoteca en Primer Grado y Prohibición sobre Inmueble " to be entered into between the Borrower and the Onshore Collateral Agent, granting a first-priority security interest subject to any Permitted Asset Disposition in any and all real estate held by the Borrower in favour of the Onshore Collateral Agent.

“ Onshore Mortgage over Mining Concessions ” means the Chilean law document entitled " Hipoteca en Primer Grado y Prohibición sobre Concesiones Mineras " to be entered into between the Borrower and the Onshore Collateral Agent, granting a first-priority security interest subject to any Permitted Asset Disposition in any and all mining rights held by the Borrower in favour of the Onshore Collateral Agent.

“ Onshore Mortgage over Water Rights ” means the Chilean law document entitled " Hipoteca en Primer Grado y Prohibición sobre Derechos de Aprovechamiento de Aguas " to be entered into between the Borrower and the Onshore Collateral Agent, granting a first-priority security interest subject to any Permitted Asset Disposition in any and all water rights held by the Borrower in favour of the Onshore Collateral Agent.

“ Onshore Pledges Without Conveyance ”, means:

(a) the Onshore Pledge without conveyance over Borrower’s Shares (Mantos Holding);
(b) the Onshore Pledge without conveyance over Borrower’s Shares (MMC);
(c) the Onshore Pledge without Conveyance over Monies and Authorised Investments;
(d) the Onshore Pledge without conveyance over Existing and Future Equipment and Movable Assets; (e) the Onshore Pledge without conveyance over Copper and Mineral Assets;
(f) the Onshore Pledge without conveyance over Subordinated Intercompany Debt;
(g) each Onshore Pledge without Conveyance over Rights under Material Project Document; and
(h) the Onshore Pledge without conveyance over Existing and Future Intellectual Property.

“ Onshore Pledge without conveyance over Existing and Future Equipment and Movable Assets ” means the Chilean law document entitled " Prenda sin Desplazamiento en Primer Grado Sobre Activos en Primer Grado y Prohibición " to be entered into between the Borrower and the Onshore Collateral Agent, granting a first-priority security interest subject to any Permitted Encumbrances and Permitted Asset Dispositions in respect of all of the Borrower’s equipment and movable assets in favour of the Onshore Collateral Agent subject to the terms set out therein.

Mantoverde S.A.: Common Terms Agreement

“ Onshore Pledge without conveyance over Subordinated Intercompany Debt ” means the Chilean law document entitled " Prenda Sin Desplazamiento Sobre Créditos y Prohibición " to be entered into, from time to time, among the lender under a Subordinated Intercompany Debt, the Borrower, and the Onshore Collateral Agent, in the form set out in Part C of Schedule N ( Subordination ) granting a first-priority security interest in any Subordinated Intercompany Debt in favour of the Onshore Collateral Agent.

“ Onshore Pledge without conveyance over Borrower’s Shares (Mantos Holding) ” means the Chilean law document entitled " Prenda Sin Desplazamiento en Primer Grado Sobre Acciones y Prohibición " to be entered into among the Borrower, Mantos Holding and the Onshore Collateral Agent, granting a first-priority security interest in all of the issued shares of the Borrower held by Mantos Holding in favour of the Onshore Collateral Agent.

“ Onshore Pledge without conveyance over Borrower’s Shares (MMC) ” means the Chilean law document entitled " Prenda Sin Desplazamiento en Primer Grado sobre Acciones y Prohibición " to be entered into among the Borrower, MMC and the Onshore Collateral Agent, granting a first-priority security interest in all of the issued shares of the Borrower held by MMC in favour of the Onshore Collateral Agent.

“ Onshore Pledge without conveyance over Copper and Mineral Assets ” means the Chilean law document entitled " Prenda sin Desplazamiento y Prohibición en Primer Grado Sobre Sustancias Minerales " to be entered into between the Borrower and the Onshore Collateral Agent, granting a first-priority security interest subject to any Permitted Encumbrances and Permitted Asset Dispositions in all of the Borrower’s copper and mineral assets in favour of the Onshore Collateral Agent.

“ Onshore Pledge without conveyance over Existing and Future Intellectual Property ” means the Chilean law document entitled " Prenda sin Desplazamiento y Prohibición en Primer Grado Sobre Propiedad Intelectual " to be entered into between the Borrower and the Onshore Collateral Agent, granting a firstpriority security interest subject to any Permitted Encumbrances and Permitted Asset Dispositions in all of the Borrower’s intellectual property in favour of the Onshore Collateral Agent.

“ Onshore Pledge without Conveyance over Monies and Authorised Investments ” means the Chilean law document entitled " Prenda sin Desplazamiento en Primer Grado Sobre Dinero e Inversiones Permitidas y Prohibición " to be entered into between the Borrower and the Onshore Collateral Agent, granting a firstpriority security interest subject to any Permitted Encumbrances in all of the monies in the Onshore Project Accounts in favour of the Onshore Collateral Agent.

“ Onshore Pledge without Conveyance over Rights under Material Project Documents” means each Chilean law document entitled " Prenda sin Desplazamiento en Primer Grado Sobre Derechos y Prohibición " to be entered into between the Borrower and the Onshore Collateral Agent, granting a firstpriority security interest in favour of the Onshore Collateral Agent subject to any Permitted Encumbrances in the Borrower’s rights in each Material Project Document that is governed by, and permitted to be pledged under, Chilean law;

“ Onshore Pledges over Shares ” means

(a) the Onshore Commercial Pledge over Borrower’s Shares (Mantos Holding);
(b) the Onshore Commercial Pledge over Borrower’s Shares (MMC);
(c) the Onshore Pledge without conveyance over Borrower’s Shares (Mantos Holding); and
(d) the Onshore Pledge without conveyance over Borrower’s Shares (MMC).
“ Onshore Project Accounts ” has the meaning given to it in the Accounts Agreement.

Mantoverde S.A.: Common Terms Agreement

“ Onshore Security Documents ” means, collectively:

(a) the Onshore Collateral Agency Agreement;
(b) the Onshore Pledges over Shares;
(c) each Onshore Pledge without Conveyance;
(d) the Onshore Accounts Control Agreement;
(e) each of the Onshore Mortgages;
(f) each Onshore Subordination Agreement;
(g) each Onshore Conditional Assignment of Rights under each Material Project Document;
(h) each Onshore Collection Mandate;
(i) the Onshore COF Subordination Agreement; and
(j) any other document designated as an “Onshore Security Document” by the Borrower and the Administrative Agent and Onshore Collateral Agent.

“ Onshore Subordination Agreement ” means the Chilean law document entitled " Convenio de Subordinación " to be entered into in respect of any Subordinated Intercompany Debt from time to time among the Borrower, the Onshore Collateral Agent and the lender under a Subordinated Intercompany Debt, subordinating and postponing each such Subordinated Intercompany in favour of the Onshore Collateral Agent, which contains the terms of subordination set out in Part B of Schedule N ( Subordination ), and in substantially in the form set out in Part B of Schedule N ( Subordination ).

“ Onshore USD Proceeds Account ” means the Project Account in the name of the Borrower which will be established with the Onshore Account Bank and is designated and will operate as the “Onshore USD Proceeds Account” pursuant to, and in accordance with this Agreement, the Accounts Agreement and the applicable Accounts Control Agreement.

“ Operating Costs ” means, in relation to any period (without duplication):

(a) the costs and expenses incurred in connection with the operation and maintenance of the Project (including Permitted Capital Expenditures), costs, expenses and fees attendant to obtaining and maintaining in effect any permit, payments under any parts agreement, payments for spare parts, equipment, materials, utilities, repair and routine maintenance services and reasonable general and administrative expenses, including expenditures incurred to keep the Collateral free and clear of all Encumbrances (other than Permitted Encumbrances);
(b) all Taxes and Royalties imposed on and payable by the Borrower;
(c) insurance costs payable during the applicable calculation period;
(d) all amounts payable in respect of Permitted Indebtedness falling within the meaning of paragraph (g) of the definition thereof; and
(e) legal, accounting and other professional fees attendant to any of the foregoing items;

provided that all of the foregoing costs and expenses shall be determined on a cash basis and shall not include depreciation, amortisation and other non-cash items,

Mantoverde S.A.: Common Terms Agreement

provided, further, that all the foregoing operating costs and expenses shall not include:

(i) Construction Costs;
(ii) payments of any kind with respect to Distributions;
(iii) payment of any Capital Expenditures (other than Permitted Capital Expenditures);
(iv) payments of any kind (including the proceeds of insurance) with respect to any permitted restoration of the Project during such period;
(v) amounts payable by the Borrower under any Finance Document.

“ Order ” means any order, directive, decree, judgement, ruling, award, injunction, direction or request of any Governmental Body or other decision-making authority.

“ Original Jurisdiction ” has the meaning given to it in Section 5.1(a).

“ Party ” means any party to this Agreement.

“ Participant ” has the meaning ascribed to such term in Section 12.1(l).

“ Participant Register ” has the meaning ascribed to such term in Section 12.1(m).

“ Performance Standards ” means: (a) each of the eight (8) IFC Performance Standards on Environmental and Social Sustainability (January 2012); and (b) the IFC Environmental, Health and Safety Guidelines.

“ Permitted Asset Disposition ” means, as at any particular time, a sale, transfer or other Disposition of:

(a) inventory in the ordinary course of business;
(b) provided the Borrower has complied with all the environmental audits required by Applicable Law prior to such transfer or renouncement, the transfer or renouncement of exploration concessions not included in the description of the Project;
(c) tangible personal property that is obsolete, or worn out property no longer required in the conduct of the Business;
(d) Minerals pursuant to this Agreement or otherwise in the ordinary course of business in compliance with the terms of this Agreement;
(e) any exploration mining concessions that the Borrower determines to be no longer required or desirable in the conduct of the Business;
(f) other assets and properties of the Borrower, provided that (x) such sale, transfer or other Disposition is permitted by the terms of Section 9.13(b), or (y) the aggregate fair market value of the assets or properties so Disposed do not exceed: (i) with respect to any one transaction or series of transactions, an amount equal to US$5,000,000, and (ii) with respect to all Dispositions of the Borrower in any one Fiscal Year, an aggregate amount equal to US$10,000,000;
(g)
Power Transmission Lines; and
(h) one or more receivables in respect of sales of concentrate under any Offtake Agreement to any third party in connection with any Permitted Indebtedness as contemplated in paragraph (h) of the definition of Permitted Indebtedness, provided that at any one time the aggregate outstanding amount of receivables so disposed of may not exceed US$30,000,000 (less the aggregate

Mantoverde S.A.: Common Terms Agreement

outstanding amount at such time of any other receivables disposed of further to any Permitted Indebtedness as contemplated in paragraph (h) of the definition of Permitted Indebtedness) and for which 100% of the proceeds of such disposal will be received into the Offshore USD Proceeds Account.

“ Permitted Capital Expenditures ” means Capital Expenditures that are:

(a) in accordance with the Construction Plan, Budget and Schedule approved pursuant to Section 9.7(e)(i) or the Annual Operating Budget and Forecast Report;
(b) required to be made pursuant to any Applicable Law or any Environmental Law or to comply with any Project Authorisation;
(c) required in order to prevent or mitigate an unforeseeable event or circumstance that poses (in the Borrower’s good-faith judgement) actual or imminent and material risk of:
(i) physical injury to any Person; or
(ii) material financial loss in respect of, or physical damage to, the Project or any property of any third Person; provided that the amount of any such Capital Expenditures shall not exceed US$10,000,000 in the aggregate;
(d) required in order to prevent or mitigate an unforeseeable event or circumstance that poses (in the Borrower’s good-faith judgement and in accordance with Good Industry Practice) actual or imminent and material risk of:
(i) death to any Person;
(ii) significant environmental harm; or
(iii) a Material Adverse Environmental and Social Effect;
(e) made with cash available to be transferred from: (i) any Proceeds Account and applied to make the capital expenditures contemplated in paragraphs (a) – (d). (f) and (g) of this definition; (ii) the Compensation Account; or (iii) the Distribution Account;
(f) funded with Permitted Indebtedness; or
(g) approved by the Majority Senior Lenders.

“ Permitted Commodity Hedge Agreement ” means any Hedge Agreement relating to hedging of commodity exposure (including a swap, option, cap, collar or floor) entered into in accordance with the Hedging Strategy.

“ Permitted Commodity Hedge Provider ” means each Initial Permitted Commodity Hedge Provider listed in Part B ( Initial Permitted Hedging Providers ) of Schedule A ( Commitments) and each other Acceptable Hedge Counterparty that has entered into a Permitted Commodity Hedge Agreement.

“ Permitted Encumbrances ” means, in respect of any Collateral, any of the following:

(a) any Encumbrances created in favour of the Finance Parties under or pursuant to the terms of the Security Documents;
(b) the Encumbrances securing Permitted Indebtedness;

Mantoverde S.A.: Common Terms Agreement

(c) any Encumbrances in respect of any accounts of the Borrower which are not secured Project Accounts;
(d) any Encumbrances arising from any tax, assessment or other governmental charge, in each case if the obligation underlying any such Encumbrances is timely paid, not delinquent, not yet due or, if due, is being Contested or has been deferred in accordance with Applicable Law;
(e) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Encumbrances arising in the ordinary course of business which are not overdue or which are subject to Contest and, where Contested, individually or together with all other Permitted Encumbrances outstanding on any date of determination do not materially adversely affect the use of the property to which they relate;
(f) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Encumbrances imposed by ERISA ( The Employee Retirement Income Security Act of 1974 of the United States) and the rules and regulations promulgated thereunder, together with any successors) or which interferes with the ordinary conduct of business of the Project;
(g) deposits to secure the performance of bids, trade contracts and leases (other than Debt), statutory obligations, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(h) easements, rights of way restriction and other imperfections of title affecting real property which, in the aggregate, are not substantial in the amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower;
(i) Encumbrances in respect of Project Property securing Purchase Money Obligations not exceeding US$10 million in an aggregate principal amount at any one time outstanding incurred to finance the purchase by the Borrower of such Project Property; and
(j) Encumbrances in respect of Project Property securing equipment leases relating solely to the acquisition of mobile equipment acquired after the Effective Date and necessary for the development, construction or operation of the Project; provided that, in each case, the aggregate principal amount of the Debt outstanding at any time in respect of the equipment leases referred to in this paragraph (j) of the Borrower shall not exceed $150,000,000;
(k) Encumbrances in respect of Project Property, subordinated to the satisfaction of the Majority Senior Lenders, securing stream or royalty transactions permitted in accordance with Section 9.13(b)(i)(C);
(l) any statutory liens having priority under mandatory provisions of Chilean law;
(m) the application of the early termination and close-out netting provisions of each Permitted Hedge Agreement; and
(n) to the extent required by the Closure Plan or the Applicable Law of Chile from time to time, any Encumbrances arising from Acceptable Closure Security.

“ Permitted FX Hedge Agreement ” means any Hedge Agreement relating to hedging of foreign currency exposure (including a swap, option, cap, collar or floor) entered into in accordance with the Hedging Strategy.

“ Permitted FX Hedge Provider ” means each Initial Permitted FX Hedge Provider listed in Part B ( Initial Permitted Hedging Providers ) of Schedule A ( Commitments ) and each other Acceptable Hedge Counterparty that has entered into an FX Hedge Agreement that is a Permitted Hedge Agreement with the Borrower.

Mantoverde S.A.: Common Terms Agreement

“ Permitted Hedge Agreement ” means any Permitted Interest Rate Hedge Agreement, Permitted FX Hedge Agreement, or Permitted Commodity Hedge Agreement.

“ Permitted Hedging Provider ” means each Permitted Interest Rate Hedge Provider, Permitted FX Hedge Provider and the Permitted Commodity Hedge Provider, any Hedging Affiliate and in each case, each of their respective permitted successors and assigns.

“ Permitted Indebtedness ” means:

(a) the Obligations;
(b) the Cost Overrun Facility;
(c) any Subordinated Intercompany Debt;
(d) any trade or similar Debt incurred in the ordinary course of business that is not more than 180 days past due or being Contested;
(e) unsecured Debt in respect of deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety bonds, performance bonds and appeal bonds and other obligations of like nature arising in the ordinary course of business in an amount not to exceed $20,000,000 in aggregate at any one time outstanding;
(f) Debt arising from netting services, overdraft protection, cash management obligations and otherwise in connection with deposit and securities accounts in the ordinary course of business in a maximum aggregate amount not to exceed US$1,000,000;
(g) Debt of the Borrower secured by Encumbrances permitted pursuant to paragraph (i) and (j) of the definition of Permitted Encumbrances;
(h) Debt arising from unsecured pre-export financing, confirming, factoring or other unsecured working capital facilities in an aggregate amount not to exceed US$30,000,000 at any one time outstanding;
(i) Debt arising from or in connection with the issuance, in accordance with the terms of the GES PPA, of GES PPA Promissory Notes and/or GES PPA Performance Bonds in support of the PPA Discount Credits; and
(j) to the extent required by the Closure Plan or the Applicable Law of Chile from time to time Debt arising from Acceptable Closure Security.

“ Permitted Interest Rate Hedge Agreement ” means any Hedge Agreement relating to hedging of interest rate exposure (including a swap, option, cap, collar or floor) in accordance with the Hedging Strategy.

“ Permitted Interest Rate Hedge Provider ” means each Initial Permitted Interest Rate Hedge Provider listed in Part B ( Initial Permitted Hedging Providers ) of Schedule A ( Commitments ) and each other Acceptable Hedge Counterparty that has entered into a Permitted Interest Rate Hedge Agreement, while it was, or its affiliate was, a Senior Lender.

“ Permitted Restoration ” means with respect to a particular condemnation or casualty event relating to the Project, the completion, repair, restoration or rebuilding of the Project or any portion of it that is condemned or damaged.

“ Permitted Transferee ” means:

(a) any Finance Party or any Subsidiary or Affiliate of any Finance Party;

Mantoverde S.A.: Common Terms Agreement

(b) any Acceptable Bank or any other lending, bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purposes of making, purchasing or investing in loan, securities or other financial assets which is not also a Sponsor, in each case that it also a Qualifying Entity;
(c) a central bank or a risk insurer or reinsurer;
(d) the ECA Guarantor; and
(e) in the case of the Bonding Facility, any Chilean financial lending, bank or financial institution or insurance provider acceptable to CMF and authorised under Applicable Law to provide Acceptable Closure Security.

“ Person ” means and includes individuals, corporations, bodies corporate, limited or general partnerships, joint stock companies, limited liability companies, joint ventures, associations, companies, trusts, banks, trust companies, funds, Governmental Bodies or any other type of organisation or entity, whether or not a legal entity.

“ Physical Completion Date ” means the date on which the Borrower delivers to the Administrative Agent the Physical Facilities Certificate fully executed by the Borrower and the Independent Technical Consultant.

“ Physical Facilities Certificate ” means the certificate (substantially in the form set out in Schedule P (Completion Test and Completion Certificates – Physical Facilities Certificate) to be delivered in connection with the Physical Completion Date.

“ Potential E&S Non-Compliance Event ” means, in relation to the Project:

(a) Identified intentional disregard by the Borrower of any Environmental and Social Requirements;
(b) (i) an event or condition that has, or could reasonably be expected to have, a Material Adverse Environmental and Social Effect or (ii) non-compliance by the Borrower with Environmental and Social Requirements that has either resulted in significant environmental or social damage or is reasonably expected by the Independent Environmental and Social Consultant to result in severe impending damage to the Environment; or
(c) a Minor E&S Non-Compliance Event or a series of Minor E&S Non-Compliance Events,

where any of the events in (a) to (c) above is a New Event or a Legacy E&S Issue.

“ Potential Event of Default ” means any event or conditions that, with the expiry of a grace period, the giving of notice or the making of a determination under the Finance Documents, or any combination of the foregoing, would constitute an Event of Default.

“ Power Supply Agreements ” means: (i) the power purchase agreement dated 26 July 2012 between the Borrower and GES as supplier (the “ GES PPA ”) as amended on 10 May 2018, 28 February 2019 and (by the June 2019 PPA Amendment) 28 June 2019; (ii) the long-term power supply agreement dated 28 June 2019 between the Borrower and GES, which (inter alia) amended the GES PPA (the “ June 2019 PPA Amendment ”), and (iii) the conditional power purchase agreement entered into by and between the Borrower and AES Gener (parent company of Guacolda Energía S.A) on 28 June 2019.

“ Power Transmission Lines ” means the power transmission lines between Diego de Almagro and Mantoverde.

“ PPA Discount Credit ” means, collectively, the contingent credit held by GES against the Borrower arising from time to time from the discounted price of energy applicable between September 1, 2018 and December 31, 2023 (both dates inclusive) under the GES PPA in anticipation of the Project Completion, such credit

Mantoverde S.A.: Common Terms Agreement

being calculated as the difference between the amounts that would have been invoiced by GES to the Borrower under the GES PPA before the June 2019 PPA Amendment, and the amounts currently invoiced by GES to the Borrower under the GES PPA after the June 2019 PPA Amendment. The PPA Discount Credit shall be evidenced and secured through the issue of quarterly PPA Promissory Notes and/or GES PPA Performance Bonds.

“ PPA Performance Bond ” means:

(a) each of the performance bonds issued by a ‘First Level Bank’ (as defined in the GES PPA “ Banco de Primer Nivel ”) and already procured, or to be procured from time to time, by the Borrower to GES in support of the Borrower’s obligation to pay GES the accrued PPA Discount Credits in lieu of PPA Promissory Notes (as a result of the full notice to proceed in respect of the Project not having been issued before July 2019), each such performance bond being renewable automatically at the end of each quarter until issue of the full notice to proceed in respect of the Project; and
(b) after the full notice to proceed has been issued in respect of the Project and until the Commercial Operation Date, where the aggregate amount of accrued PPA Discount Credits then outstanding exceeds US$4.5 million (the “ Excess Amount ”), each performance bond issued by a ‘First Level Bank’ (as defined in the PPA “ Banco de Primer Nivel ”) and procured from time to time by the Borrower to GES as security for such Excess Amount (as the same increases each subsequent quarter), each such performance bond being renewable automatically every quarter.

“ PPA Promissory Note ” means each of the promissory notes ( pagarés ) evidencing the Borrower’s contingent promise to pay the PPA Discount Credits to GES upon certain events occurring (as set out under the GES PPA) and to be issued by the Borrower to GES pursuant to the GES PPA quarterly in arrears in support of the Borrower’s contingent obligation to pay to GES the PPA Discount Credits accrued during that quarter just ended, unless a PPA Performance Bond is required pursuant to the GES PPA.

“ Pre-Approved Transferee ” means, at any time, any person which is included on the Pre Approved Transferees List and provided that:

(a) each Finance Party and the ECA Agent on behalf of the ECA Guarantor have confirmed at the time of the relevant Change of Control that they have completed to their satisfaction client identification procedures in respect of such person (including, if necessary, identification of directors and major shareholders of the proposed transferee) in compliance with applicable money laundering rules; and
(b) such person is not a Sanctions Target.

“ Pre-Approved Transferee List ” means the list of Pre Approved Transferees approved by the Mandated Lead Arrangers and each ECA, to be set out in a letter from the Borrower to the Administrative Agent dated on or about the date of this Agreement or any affiliate of such person.

“ Primary Mandatory Prepayment ” has the meaning given to it in the Accounts Agreement.

“ Proceeds Accounts ” means the Offshore USD Proceeds Account, the Onshore USD Proceeds Account and the CLP Proceeds Account.

“ Process Plant ” means the process plant to be completed in connection with the Project, substantially as contemplated in the Life of Mine Plan, and used to process Minerals into copper-bearing concentrate.

“ Production Certificate ” means the certificate (substantially in the form set out in Schedule P ( Completion Test and Completion Certificates – Production Certificate ) to be delivered in connection with the Project Completion, and certified by the Independent Technical Consultant as being true and correct in all material respects and confirming the production test as set out in Schedule P ( Completion Test and Completion Certificates – Production test ).

Mantoverde S.A.: Common Terms Agreement

“ Prohibited Payment ” means:

(a) any direct or indirect payment, gift, offer or promise of anything of value (including Authorisation of any of the foregoing) to or for the benefit of any official or employee of a Governmental Body (including any official or employee of any government-owned or controlled entity or of a public international organisation) or any political party or official thereof or any candidate for political office or any other person (including any “foreign official” (as such term is defined in the U.S. Foreign Corrupt Practices Act )); and
(b) any other payment, gift, offer or promise of anything of value (or Authorisation of any of the foregoing), in each case, that constitutes a violation of any Anti-Corruption Laws.

“ Prohibited Practice ” means any direct or indirect acts of bribery, corruption, money laundering, public procurement fraud or other illicit conduct (including the making or Authorisation of any Prohibited Payment), in each case constituting a violation of any Anti-Corruption Laws or AML Legislation.

“ Project ” means the development, financing and operation of the expansion of the Mantoverde copper mining project, and Associated Facilities, which together cover both the existing oxide operations and the development of the sulphide operations, and covering an area of approximately 39,084 hectares and located approximately 50 km southeast of Chañaral in Chañaral Province, Chile.

“ Project Accounts ” means, collectively, the Proceeds Accounts, the Blocked Sub-Account, the Debt Service Reserve Account, the Compensation Account and the Bonding Facility Account (which, for the avoidance of doubt, shall not include the Distribution Account).

“ Project Authorisation ” means an Authorisation (including an Environmental Authorisation) or any other licences, approvals, Authorisations, consents, rights (including surface rights, access rights and rights of way), privileges, concessions or franchises held by the Borrower or required to be obtained from any Person (other than a Governmental Body) for the development, construction, procurement, engineering and operation of the Project, and in each case, necessary for the development, construction, procurement, engineering and operation of the Project in accordance with the Construction Plan, Budget and Schedule, the Life of Mine Plan and the Material Project Documents.

“ Project Completion ” means the date by which all of the following requirements have been achieved (or waived by the Specified Majority Lenders in consultation with the Independent Technical Consultant):

(a) the occurrence of the Physical Completion Date; and
(b) the satisfaction of the tests contained in the Project Completion Certificates and the delivery to the Administrative Agent of the Project Completion Certificates.

“ Project Completion Certificates ” means the Project Completion Certificates listed in Schedule P ( Completion Test and Completion Certificates ).

“ Project Completion Date ” means the date on which Project Completion occurs.

“ Project Completion Longstop Date ” means 31 July 2025.

“ Project Costs ” means all Construction Costs and Operating Costs.

“ Project Documents ” means, individually or collectively, as the context may require, the following:

(a) each Material Project Document; and
(b) any other Contract which is designated as a Project Document (including any replacement of an existing Project Document) by the Borrower, the Required Majority and the Administrative Agent.

Mantoverde S.A.: Common Terms Agreement

“ Projected Pre-Completion Net Cash Flows ” means the amount to be received at such time set out under the heading “Projected Pre-Completion Net Cash Flows” in Schedule T ( Sources and Uses ) and under the heading “Operating CFs (+ Sustaining Capex)” in the Base Case Financial Model, and if the event of a conflict, the Base Case Financial Model shall prevail.

“ Project Proceeds ” means, in relation to any period, all amounts paid to or received by the Borrower (including all revenues received in the ordinary course of business, but excluding, for the avoidance of doubt, any amounts made available under the Finance Documents (other than those set out in clause (b) below) and any other Permitted Indebtedness):

(a) all amounts received under the Project Documents;
(b) all net amounts received under any Permitted Hedging Facility in effect on the relevant date of calculation;
(c) interest and income in respect of the Project Accounts and Authorised Investments;
(d) Net Insurance Proceeds (including the proceeds of business interruption insurance) paid to the Borrower;
(e) liquidated damages paid to the Borrower;
(f) Tax refunds;
(g) all amounts received from offtake contracts and sales; and
(h) any other amount agreed between the Borrower and the Administrative Agent from time to time,

in each case on a “cash” rather than an “accruals” basis, and in the case of the Projected Debt Service Cover Ratio as such funds are received or projected to be received by the Borrower or paid or projected to be paid by the Borrower.

“ Project Property ” means all of the property, assets, undertaking, approvals, licences, permits and rights of the Borrower in and relating to the Project (other than the Distribution Account and any credit balance therein and the Shareholders’ Agreement), whether now owned or existing or hereafter acquired or arising, including real property, personal property and mineral interests, all accounts, books and records, instruments, chattel paper, deposit accounts, documents, intangibles, goods (including inventory, equipment and fixtures), money, letter of credit rights, supporting obligations, claims, causes of action and other legal rights and investment property in each case relating to the Project, all products, proceeds (including proceeds of proceeds), rents and profits of the foregoing.

“ Project Real Property ” means all real property interests, all mineral claims, mineral leases and other mineral rights, concessions and interests, water rights, maritime concessions and all surface access rights held by the Borrower relating to the Project (which as of the date of this Agreement, are as set forth in Schedule H ( Project Real Property ), and all buildings, structures, improvements, appurtenances and fixtures thereon or attached thereto, whether created privately or by the action of any Governmental Body. “ Project Real Property ” shall also include any term extension, renewal, replacement, conversion or substitution of any such real property interests, mineral claims, mineral leases, mineral rights, concessions or interests, and surface access rights, owned or in respect of which an interest is held, directly or indirectly, by the Borrower at any time during the term of this Agreement, whether or not such ownership or interest is held continuously.

“ Project Termination Date ” means the date specified in the then-current Life of Mine Plan as being the date on which the commercial mining and extraction of Minerals (based on mineral reserves) at the Project is expected to cease.

Mantoverde S.A.: Common Terms Agreement

“ Projected Debt Service Cover Ratio ” means, as of any date as at which is it required to be tested pursuant to this Agreement, the ratio of A to B where:

(a) A is the aggregate of Available Cash Flow (as reflected in the then current Base Case Financial Model); and
(b) B is the aggregate of (i) Debt Service; and (ii) any amounts payable by the Borrower to the ECA Guarantor in respect of the ECA Guarantee,

in each case during the period of calculation.

“ Projected Project Costs ” means, on any date, the sum of:

(a) the aggregate amount of all Project Costs and other costs incurred by the Borrower and which, in each case have fallen due for payment but have not yet been paid; and
(b) the aggregate amount of Project Costs and any other costs to be incurred by the Borrower which, in each case, are projected to fall due for payment prior to the date on which Project Completion is expected to occur pursuant to the Construction, Budget, Schedule and Plan.

“ Protected Party ” has the meaning given to it in Section5.1(a).

“ Purchase Money Obligations ” means the outstanding balance of the purchase price of real and/or personal property, title to which has been acquired or will be acquired upon payment of such purchase price, or indebtedness to non-vendor third parties incurred to finance the acquisition of such new and not replacement real and/or personal property, or any refinancing of such indebtedness or outstanding balance, which such Purchase Money Obligation shall not include any indebtedness incurred in connection with any Sale-Leaseback.

“ Qualifying Entity ” means any:

(a) Chilean bank;
(b) foreign bank, financial institutions, pension funds or insurance companies:
(i) eligible for the reduced withholding tax rate on interest as provided in Article 59 No. 1 letter (b) of the Chilean Income Tax Law upon payment of interest rule or any replacement rule that allows for a reduced rate of withholding tax upon payment of interest under the laws of Chile; or
(ii) otherwise be exempt from withholding taxes from Chile.

“ Qualifying Investor ” means a person who:

(a) is not subject to Sanctions or any Agency policy-related sanctions, or who is not the subject of an investigation by any Governmental Body or proceeding relating to applicable Sanctions, AML Legislation or Anti-Corruption Laws or any Prohibited Practice or any allegations by any Governmental Body of any Prohibited Practice which are not explained or actioned in a manner satisfactory to a Finance Party;
(b) is not domiciled in the People’s Republic of China or controlled by any legal person domiciled in the People’s Republic of China;
(c)
(i) a public company which: (1) is listed on a major recognised stock exchange including the

Mantoverde S.A.: Common Terms Agreement

Santiago Stock Exchange, TSX, TSX Venture Exchange, the London Stock Exchange, Australian Securities Exchange, New York Stock Exchange, the AIM sub market of the London Stock Exchange and any other stock exchange approved by the Majority Senior Lenders; and (2) has a market capitalisation exceeding $1,000,000,000 with effect from the date of the relevant Change of Control calculated based on the 20 day volume weighted average price of the entity’s listed ordinary securities; or

(ii) an entity able to demonstrate, acting reasonably, that it has sufficient available resources to enable it to fund the Borrower with effect from the date of the relevant Change of Control with a minimum of US$200,000,000 calculated using all cash and cash equivalents, undrawn portions on available credit facilities and uncalled capital commitments; and
(d)

is able to demonstrate, acting reasonably, that it has (or its Affiliates have):

(i) adequate experience in the mining industry to undertake the activities of the Mantoverde mine;
(ii) suitable operating experience and, in respect of a transfer prior to the Project Completion Date only, suitable experience acting as the client in relation to engineering, procurement and construction projects relating to mining construction projects;
(iii) a suitable environmental, social responsibility and good governance track record and is not now, nor has been within the past 5 years, the subject of Sanctions or formal censure by any relevant Governmental Body including World Bank Group, the European Bank for Reconstruction and Development, the African Development Bank, the Asian Development Bank and the Inter-American Development Bank, concerning its treatment of indigenous populations, its community relations record or its failure to comply with Applicable Laws and applicable E&S Requirements, including in relation to the environmental, health and safety and social (including Human Rights) impacts of any projects in which it has an interest or other areas of its operations;
(iv) adequate technical competence so as to enable it to:
(A) if such transfer occurs before the Project Completion Date, achieve the Project Completion Date; or
(B) if such transfer occurs on or after the Project Completion Date, enable it to continue to operate the mine in compliance with the Applicable Laws of Chile,

and, in each case, the experience of an entity shall for this purpose include the experience of its senior management even if those persons gained that experience other than with that entity.

“ Quarterly Operations Report ” means a written report prepared by or on behalf of the Borrower in relation to the immediately preceding calendar quarter, which report shall include all material information pertaining to the development, production or operations of the Project, including the following information for such quarter:

(a) a review of the exploration, development (including remaining construction, if any, and sustaining capital) and operating activities for the quarter and a report on any material issues, departures from, or contemplated or potential changes to the Life of Mine Plan, as applicable;
(b) details of any new material environmental, social, health or safety activities including material violations of any Applicable Laws, or any material non-compliance with the Environmental and Social Requirements or the Compliance Programmes;
(c)

the estimated tonnes and grade of Minerals mined during such quarter;

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(d) the estimated tonnes and grade of Minerals stockpiled during such quarter (and the total stockpile at the end of such quarter);
(e) the estimated tonnes and grade of Minerals processed during such quarter and recoveries for copper and other types of marketable minerals;
(f) the estimated tonnes and grade of copper bearing concentrate produced during such quarter;
(g) the estimated tonnes of copper bearing concentrate sold to a Smelter;
(h) the estimated number of pounds of copper contained in Minerals processed as of the end of such quarter that have not yet been delivered to the Smelter;
(i) such other information regarding the performance of the Borrower’s obligations under the Finance Documents as the Administrative Agent may request;
(j) a report on actual versus budgeted operating expenditure and sustaining capital expenditure (together with an explanation of the reasons for any material variance); and
(k) details of planned or actual material maintenance.

The Quarterly Operations Report shall also contain a report on any Encumbrances placed on the Collateral securing amounts greater than $5,000,000 in the aggregate, other than the Security.

“ Real Property ” means the Project Real Property and all other real property interests, mineral claims, mineral leases and other mineral rights concessions and interests, and all surface access rights held by the Borrower and all buildings, structures, improvements, appurtenances and fixtures thereon or attached thereto, whether created privately or by the action of any Governmental Body (which, as of the date hereof, to the extent not constituting Project Real Property, are as set forth in Schedule H ( Project Real Property ).

“ Recovered Amount ” has the meaning ascribed to such term in Section 16.1 ( Payments to Finance Parties ).

“ Recovering Finance Party ” has the meaning ascribed to such term in Section 16.1 ( Payments to Finance Parties ).

“ Redistributed Amount ” has the meaning ascribed to such term in Section 16.4(a) ( Reversal of Redistribution ).

“ Reformed Basel III Increased Cost ” means an Increased Cost which is attributable to the introduction of or any change in (or the interpretation, administration or application of) any law or regulation which implements Basel III (where such implementation, application or adoption is by a government or regulatory of a Finance Party.

“ Register ” has the meaning ascribed to such term in Section 12.1(h).

" Related Fund " in relation to a fund (the " first fund "), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

“ Release ” means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration into the indoor or outdoor environment including the movement through ambient air, soil, surface water, ground water, wetlands or subsurface strata.

“ Required Majority ” has the meaning given to it in the Collateral Agency and Intercreditor Deed.

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“ Repayment Date ” means, the Initial Repayment Date, and each subsequent March 31, June 30, September 30 and December 31 of each calendar year thereafter.

“ Repayment Installment ” means each installment of principal that is scheduled to fall due under the Facilities.

“ Repeating Representations ” means (1) each representation and warranty in Section 7.1 ( Representations and Warranties of the Borrower ) other than (i) the representations and warranties set forth in Section 7.1(bb) ( Taxes ), Section 7.1(mm) ( No Default ), Section 7.1(nn) ( Disclosure ) and Section 7.1(tt)(i) ( Offtake Contracts ); and (ii) any representation and warranty that is expressed to be given as of the date of this Agreement only and (2) any representation of any Shareholder under any Onshore Pledges over Shares and any Shareholder Undertaking Deed save for any representation and warranty that is expressed to be given as of the date of that Agreement only .

“ Replacement Offtake Contract ” means one or more offtake contracts entered into after the Financial Closing Date following the termination or replacement of an Offtake Contract or a Replacement Offtake Contract; provided that:

(a) each such Replacement Offtake Contract, together with any other Replacement Offtake Contracts entered into to replace the Offtake Contract or Replacement Offtake Contract which they are replacing, provides for at least the same annual delivery quantities or, as the case may be, percentages of annual copper concentrate production as such replaced Offtake Contract or Replacement Offtake Contract;
(b) save in respect of their expiry dates, the terms of each such Replacement Offtake Contract are materially commensurate with the terms of the Offtake Contract or Replacement Offtake Contract which it is replacing;
(c) in relation to a Replacement Offtake Contract entered into to replace: (i) the MMC Offtake Agreement; or (ii) any Replacement Offtake Contract entered into to replace the MMC Offtake Agreement, such Replacement Offtake Contract must have a term which is at least the same as the Final Maturity Date;
(d) in relation to any Replacement Offtake Contract entered into to replace any Offtake Contract other than:
(i) the MMC Offtake Agreement; or
(ii) a Replacement Offtake Contract entered into to replace it,

such Replacement Offtake Contract must have a term which is at least equal to the lower of:

(A) five (5) years; and
(B) the period between the commencement date of such Replacement Offtake Contract and the Final Maturity Date; and
(e) any replacement of the Boliden Offtake Agreement shall require the approval of the Majority Senior Lenders, acting reasonably, and Finnvera.

“ Reservations ” means the qualifications of law (but not of fact) in the legal opinions referred to in paragraph 8 of Part I ( Conditions Precedent to Effective Date ) Schedule B ( Conditions Precedent ).

“ Reserve Tail Ratio ” means, as of any date as at which is it required to be tested pursuant to this Agreement, the ratio of A to B , expressed as a percentage, where:

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(a) A is the then-current forecasted sulphide mining reserves of the Project expected to exist on the Final Maturity Date of the Loans under the Term Facility with the longest tenor; and
(b) B the total sulphide mining reserves of the Project on the Financial Closing Date as certified by the Independent Technical Consultant.

“ Restricted Lenders ” means a Senior Lender established or incorporated in Germany.

“ Sale-Leaseback ” means an arrangement under which title to any property or an interest therein is transferred by or on the direction of a Person (“ X ”) to another Person which leases or otherwise grants the right to use such property, asset or interest (or other property, which X intends to use for the same or a similar purpose) to X (or nominee of X), whether or not in connection therewith X also acquires a right or is subject to an obligation to acquire the property, asset or interest, and regardless of the accounting treatment of such arrangement.

“ Sanctioned Jurisdiction ” means, at any time, a country, territory or geographical region which is itself the subject or target of any Sanctions broadly prohibiting dealings with such country or territory.

“ Sanctions ” means any laws, rules, regulations and requirements relating to economic or financial sanctions or trade embargoes enacted, imposed, administered or enforced from time to time by any U.S. Governmental Body (including, but not limited to, OFAC and the U.S. Department of State), the United Nations Security Council, the European Union or any of its member states, Her Majesty’s Treasury of the United Kingdom, any Governmental Body of Chile, Australia, Japan, or any other relevant Governmental Body.

“ Sanctions Target ” means any Person:

(a) identified on any Sanctions-related list of designated Persons, including the Consolidated United Nations Security Council Sanctions List, the Specially Designated Nationals and Blocked Persons List maintained by OFAC or any list of Persons issued by OFAC pursuant to Executive Order 13224, the consolidated list of persons, groups and entities subject to EU financial sanctions maintained by the European Union, the Consolidated List of Financial Sanctions Targets in the UK maintained by Her Majesty’s Treasury of the United Kingdom, and/or any other Sanctions-related list of designated Persons which is maintained by any relevant Government Body in Australia, Canada, Chile, any EU member country or Japan.
(b) located, organised or resident in, or the government or any agency or instrumentality of the government of, any Sanctioned Jurisdiction;
(c) owned or controlled by one or more Persons described in the foregoing paragraph (a) or (b);
(d) otherwise the subject or target of any Sanctions.

“ Secondary Mandatory Prepayments ” has the meaning given to it in the Accounts Agreement.

“ Secured Parties ” means collectively the MLAs, the Finance Parties and “Secured Party” means any one of them.

“ Security ” means the Encumbrances granted in favour of the Collateral Agents pursuant to the Security Documents.

“ Security Certificate ” means the security certificate provided by the Borrower to the Administrative Agent as a condition precedent to the Effective Date.

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“ Security Documents ” means:

(a) the Offshore Security Documents;
(b) the Onshore Security Documents;
(c) each Direct Agreement;
(d) each Subordination Agreement;
(e) the COF Subordination Deed;
(f) the Security Certificate; and
(g) any other security document entered into from time to time by any Collateral Agent securing or intended to secure payment and performance of the Obligations.

“ Security Power of Attorney ” means each power of attorney granted by the Borrower in favour of the Offshore Collateral Agent with respect to the MVDP EPC Advance Payment Bond and MVDP EPC Performance Support, the power of attorney granted by the Borrower in favour of the Offshore Collateral Agent in respect of the MVDP EPC Contract and the MVDP EPC Contract Guarantee, and under any Security Document.

“ Senior Lender ” means each person that is a party to this Agreement on the date of this Agreement as an “Initial Senior Lender” and each other lender party to it from time to time pursuant to Section 12.1( Assignment by Senior Lenders ), and their respective permitted successors and assigns, which has not ceased to be a Finance Party in accordance with this Agreement.

“ Serious E&S Non-Compliance Event ” means an Identified event of critical non-compliance with Environmental & Social Requirements by the Borrower or with respect to the Project including any Legacy E&S Event which the Borrower or the Independent Environmental and Social Consultant reasonably believes is an event representing significant environmental or social damage which would necessitate an emergency shutdown of the Project, or would be reasonably likely to result in very severe damage.

“ Sernageomin ” means the Chilean Servicio Nacional de Geologia y Mineria .

“ Shareholders ” means each of Mantos Holding and, following the delivery of the Hedge Completion Notice (as defined in the Irrevocable Payment Instruction), MMC (and following an Affiliate Transfer, the Sponsor Affiliate).

“ Shareholders’ Agreement ” means the shareholders’ agreement to be entered into on or about the Effective Date between the Borrower, Mantos Holding and MMC in relation to the Borrower.

“ Shareholder Undertaking Deed ” means any undertaking deed entered into between any Shareholder of the Borrower which is incorporated in Chile, the Administrative Agent and each Collateral Agent setting forth certain representations and warranties and covenants of such Shareholder in favour of the Administrative Agent and each Collateral Agent, in form and substance satisfactory to Finance Parties and the ECA Agent on behalf of the ECA Guarantor.

“ Sharing Finance Parties ” has the meaning given to such term in Section 16.2 ( Redistribution of Payments ).

“ Sharing Payment ” has the meaning ascribed to such term in Section 16.1(c).

“ Smelter ” means any smelter that processes Minerals in the form of copper or gold bearing concentrate.

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“ Specified Majority Lenders ” means, at any time, one or more Senior Lenders holding more than seventy five per cent. (75%) of:

(a) if there are no Loans outstanding, its Commitments or
(b) at any other time, the amount of that Senior Lender’s participations in the Loan then outstanding plus any undrawn Commitments; or
(c) if Commitments have otherwise been terminated or expired, the outstanding principal amount of the Loans.

“ Sponsor Affiliate ” has the meaning given to it in the definition of “Affiliate Transfer”.

“ Sponsors ” means Orion Fund JV Ltd. (and any of its Affiliates under common Control with Orion Fund JV Ltd.), Audley Mining Advisors Limited and MMC.

“ Subordinated Intercompany Debt ” means any debts, liabilities or obligations owing by any Affiliate of the Borrower to any other Affiliate of the Borrower (including a Shareholder or a Sponsor (other than under the Cost Overrun Facility)), on any account and in any capacity, subordinated in accordance with the provisions of the Subordination Agreement, and secured in favour of the Collateral Agents (as applicable) under an Onshore Pledge without conveyance over Existing Subordination Intercompany Debt.

“ Subordination Agreement ” means a Subordination Agreement, including the Onshore Subordination Agreement in favour of the Offshore Collateral Agent in respect of Subordinated Intercompany Debt containing terms which are substantially in the form of the terms set out in Part A of Schedule N ( Subordination ) to this Agreement.

“ Subsidiary ” means with respect to any Person, any other Person which is Controlled directly or indirectly by that Person, and “ Subsidiaries ” means all of such other Persons.

“ Target Project Completion Date ” means 30 June 2024.

“ Tax Credit ” has the meaning given to it in Section 5.1(a).

“ Tax Deduction ” has the meaning given to it in Section 5.1(a).

“ Tax Payment ” has the meaning given to it in Section 5.1(a).

“ Tax Returns ” means all returns, declarations, reports, estimates, information returns and statements required to be filed in respect of any Taxes, including any schedule or attachment thereto or amendment thereof.

“ Taxes ” means all present and future taxes (including, for certainty, real property taxes), levies, imposts, stamp taxes, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Body, including any interest, additions to tax or penalties applicable thereto, and “ Tax ” shall have a corresponding meaning.

“ Technical Agency Fee Letter ” means the technical agency fee letter dated on or around the date of this Agreement, between the Borrower and SG.

“ Technical Agent ” means SG or such replacement Technical Agent as may be appointed pursuant to the terms hereof from time to time.

“ Technical Assumptions ” means the technical assumptions incorporated in the Base Case Financial Model delivered to and approved by the Administrative Agent in accordance with Section 10.3 ( Conditions Precedent to the Financial Closing Date ), as amended from time to time in accordance with this Agreement.

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“ Term Facility ” means, as the context requires, the ECA Covered Facility, the Uncovered Facility, or the ECA Direct Facility.

“ Term Facility Agreement ” means, as the context requires, the ECA Covered Facility Agreement, the Uncovered Facility Agreement, or the ECA Direct Facility Agreement.

“ Term Facility Lender ” means:

(a) any Initial Senior Lender under a Term Facility; and
(b) any bank, financial institution, trust, fund or other entity which has become a Finance Party as a Term Facility Lender in accordance with Article 12 ( Changes to Parties ),

which in each case has not ceased to be a Finance Party in accordance with the terms of this Agreement.

“ Term Facility Loan ” means a loan made or to be made under a Term Facility or the principal amount outstanding for the time being of that loan.

“ Third Parties Act ” has the meaning given to such term in Section 23.14.

“ Total Commitments ” means:

(a) the ECA Covered Facility Commitment;
(b) the Uncovered Facility Commitment;
(c) the ECA Facility Commitment; and
(d) the Bonding Facility Commitment.
“ Transaction Documents ” means the Finance Documents and the Material Project Documents.

“ Transfer Certificate ” means a certificate substantially in the form set out in Schedule L ( Form of Transfer Certificate ) with any amendments which the Administrative Agent may approve or reasonably require or any other form agreed between the Administrative Agent and the Borrower.

“ Transfer Date ” means the Transfer Date as indicated on the Transfer Certificate delivered pursuant to Section 12.1(c).

“ Treaty Debt Provider ” means a Senior Lender which:

(a) is treated as a resident of the relevant Treaty State for the purposes of the relevant Treaty;
(b) does not carry on a business in the relevant Original Jurisdiction through a permanent establishment with which that Senior Lender’s participation in the Loan is effectively connected; and
(c) meets all other conditions in the relevant Treaty for full exemption from, or reduction in, withholding tax imposed by the relevant Original Jurisdiction on payments of interest.

“ Treaty State ” has the meaning given to it in Section 5.1(a).

“ UK Bail In Legislation ” means (to the extent that the United Kingdom is not an EEA Member Country which has implemented, or implements, Article 55 BRRD) Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

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“ Uncovered Facility ” means the facility described in Section 2.1(a)(ii).

“ Uncovered Facility Agent ” means MUFG Bank, Ltd..

“ Uncovered Facility Agreement ” means the facility agreement entitled “Uncovered Facility Agreement” dated on or about the date of this Agreement by and among the Borrower, the Administrative Agent and the Uncovered Facility Lenders.

“ Uncovered Facility Commitment ” means:

(a) in relation to an Initial Senior Lender, the amount set opposite its name under the heading “Uncovered Facility Commitment” in Part A ( Initial Senior Lenders ) of Schedule A ( Commitments ) and the amount of any other Uncovered Facility Commitment transferred to it under this Agreement; and
(b) in relation to any other Senior Lender, the amount of any Uncovered Facility Commitment transferred to it under this Agreement,

in each case, to the extent not cancelled, transferred or reduced.

“ Uncovered Facility Lender ” means:

(a) any Initial Senior Lender under the Uncovered Facility; and
(b) any bank, financial institution, trust, fund or other entity which has become a Senior Lender as an Uncovered Facility Lender in accordance with Section 12.1 ( Assignment by Senior Lenders ),

which, in each case, has not ceased to be a Senior Lender in accordance with the terms of this Agreement.

“ Uncovered Facility Loan ” means a loan made or to be made under the Uncovered Facility or the principal amount outstanding for the time being of that loan.

“ Unpaid COF Overrun Amount ” means on each applicable Repayment Date the difference between the amounts due in respect of the Cost Overrun Facility for such period, and the amounts paid or repaid under the Cost Overrun Facility in accordance with the Cash Flow Waterfall for such period (including any unpaid amounts of such amount carried forward from the previous periods).

“ Unpaid Sum ” means any sum due and payable but unpaid by the Borrower under the Finance Documents and the ECA Guarantee (pursuant to the terms of the Finance Documents).

“ US Security Agreement” means the New York law security agreement dated on or around the date of this Agreement, entered into between the Borrower and the Offshore Collateral Agent.

“ USA PATRIOT ACT ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)), as amended or modified from time to time.

“ Utilisation ” means a utilisation of any Facility.

“ Utilisation Date ” means the date of a Utilisation, being the date on which the relevant Loan is made or is to be made, and which shall be the date proposed in the relevant Utilisation Request unless otherwise notified to the relevant Facility Agent.

“ Utilisation Request ” means:

(a) in the case of the ECA Covered Facility, a notice substantially in the form set out in schedule A of the ECA Covered Facility Agreement;

Mantoverde S.A.: Common Terms Agreement

(b) in the case of the Uncovered Facility, a notice substantially in the form set out in schedule A of the Uncovered Facility Agreement; and
(c) in the case of the ECA Direct Facility, a notice substantially in the form set out in schedule A of the ECA Direct Facility Agreement.
“ VAT ” means any Chilean value-added tax.

“ Write-down and Conversion Powers ” means:

(a) in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;
(b) in relation to any other applicable Bail-In Legislation:
(i) any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and
(ii) any similar or analogous powers under that Bail-In Legislation;
(c) in relation to any UK Bail-In Legislation;
(i) any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers; and
(ii) any similar or analogous powers under that UK Bail-In Legislation.

1.2 Certain Rules of Interpretation

In this Agreement, unless otherwise specifically provided or unless the context otherwise requires:

(a) the terms “Agreement”, “this Agreement”, “the Agreement”, “hereto”, “hereof”, “herein”, “hereby”, “hereunder” and similar expressions refer to this Agreement in its entirety and not to any particular Article, Section, Schedule, or other portion hereof or thereof;
(b) references to a “paragraph”, “Section” or “Article” followed by a number or letter refer to the specified paragraph, Section or Article of this Agreement;
(c) the division of this Agreement into articles, sections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement;

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(d) words importing the singular shall include the plural and vice versa , and words importing gender shall include all genders;
(e) the words “including”, “includes” and “include” shall be deemed to be followed by the words “without limitation”;
(f) the terms “party” and “the parties” refer to a party or the parties to this Agreement, and references to a Person in this Agreement means such Person or its successors or permitted assigns;
(g) the term “continuing”, when used in relation to a Potential Event of Default or an Event of Default, means that such Potential Event of Default or Event of Default is continuing unremedied or unwaived in accordance with the terms of the Finance Documents;
(h) the term “repay” (or any derivative form thereof) shall, subject to any contrary indication, be construed to include “prepay” (or, as the case may be, the corresponding derivative form thereof);
(i) the words “will” and “shall” are to be treated as synonymous;
(j) references to agreements (including this Agreement) and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of this Agreement;
(k) references to statutes or regulations are to be construed as including all statutory and regulatory provisions consolidating, amending, supplementing, interpreting or replacing the statute or regulation referred to;
(l) except as otherwise specifically provided herein, where any payment is required to be made or any other action is required to be taken on a particular day and such day is not a Business Day and, as a result, such payment cannot be made or action cannot be taken on such day, then this Agreement shall be deemed to provide that such payment shall be made or such action shall be taken on the next Business Day in the same calendar month (if there is one) or the immediately preceding Business Day (if there is not); provided that any Repayment Date which would otherwise end after the Final Maturity Date shall end on the Final Maturity Date (and if the Final Maturity Date is not a Business Day, the immediately preceding Business Day);
(m) an amendment includes a supplement, novation, extension (whether of maturity or otherwise), restatement, re-enactment or replacement (however fundamental and whether or not more onerous) and amended will be construed accordingly; and
(n) a law or provision of law is a reference to that law or provision as amended and includes any subordinate legislation.

1.3 Currency

Any reference in this Agreement to currency, “Dollar”, “U.S. Dollar”, “US$” or to “$”, unless otherwise expressly indicated, shall be to the lawful currency of the United States of America, being referred to herein as United States dollars. Any amounts to be advanced, paid, prepaid, or repaid shall be made in United States dollars.

1.4 Knowledge

Where any representation or warranty contained in this Agreement is expressly qualified by reference to the “knowledge” of the Borrower, it shall be deemed to refer to the actual knowledge of the Core Management (or a successor performing any such role with substantially the same scope and responsibility of any of the foregoing) and all information which ought to have been known by any of them after conducting a reasonable inquiry into the matters in question, whether or not any such inquiry was actually made.

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1.5 No Subordination

The use of the term “Permitted Encumbrances” to describe any interests and Encumbrances permitted under this Agreement shall mean that they are permitted to exist (whether in priority to, pari passu with or subordinated to the Security, as determined by Applicable Law or agreed in the Collateral Agency and Intercreditor Deed), and shall not be interpreted as meaning that such interests and Encumbrances are entitled to priority over the Security.

1.6 Conflict

(a) In the event of any inconsistency between the terms of the Collateral Agency and Intercreditor Deed and the terms of any other Finance Document, the terms of the Collateral Agency and Intercreditor Deed shall prevail.
(b) In the case of any inconsistency between the terms of this Agreement and any Facility Agreement, such Facility Agreement shall prevail as between the parties to such Facility Agreement.
(c) Subject to paragraph (c) above, in the case of any inconsistency between the terms of this Agreement and any other Finance Document (other than the Collateral Agency and Intercreditor Deed), this Agreement shall prevail.
(d) With respect to references in the Hedging Agreements to “Business Day” or ”LIBOR” (or any term which replaces LIBOR in such Hedging Agreement), the terms of the Hedging Agreement shall prevail.

ARTICLE 2 FACILITIES

2.1 Facilities

(a) Subject to the terms of this Agreement and the Term Facility Agreements to which they are a party, the Term Facility Lenders make available to the Borrower:
(i) An ECA Covered Facility in an aggregate amount equal to the ECA Covered Facility Commitment;
(ii) an Uncovered Facility in an aggregate amount equal to the Uncovered Facility Commitment; and
(iii) an ECA Direct Facility in an aggregate amount equal to the ECA Direct Facility Commitment.
(b) Subject to the terms of this Agreement and the Bonding Facility Agreement, the Bonding Facility Lenders make available to the Borrower a bonding facility in an aggregate amount equal to the Bonding Facility Commitment.

2.2 Finance Parties’ Rights and Obligations

(a) The obligations of each Finance Party under the Finance Documents are several. Each Finance Party is severally liable for its Commitment and the Finance Parties are not jointly liable or jointly and severally liable. No Finance Party shall be responsible for the failure of any other Finance Party to so make its Loans.
(b) Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Finance Party under the Finance Documents.

Mantoverde S.A.: Common Terms Agreement

(c) No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.
(d) The rights of each Finance Party under, or in connection with, the Finance Documents are separate and independent rights.
(e) Any debt arising under the Finance Documents to a Finance Party from the Borrower is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with this Section 2.2(e). The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of a Loan or any other amount owed by the Borrower which relates to a Finance Party’s participation in a Facility or its role under a Finance Document (including any such amount payable to an Agent on its behalf) is a debt owing to that Finance Party by the Borrower.

2.3 Finance Parties acting together

(a) Notwithstanding Section 2.2 ( Finance Parties' Rights and Obligations ), if the Administrative Agent makes a declaration under Section 11.2 ( Consequences of an Event of Default ), the Administrative Agent or, as the case may be, the Offshore Collateral Agent (acting on the instructions of the Intercreditor Agent), shall, in the names of all the Finance Parties, take such action on behalf of the Finance Parties and conduct such negotiations with the Borrower and any person and generally administer the Facilities in accordance with the provisions of this Agreement and the Collateral Agency and Intercreditor Deed relating to decision taking.
(b) All the Finance Parties shall be bound by the provisions of this Section 2.2 ( Finance Parties' Rights and Obligations ) and no Finance Party shall be entitled to take action independently against the Borrower, or any of its assets, other than in accordance with the Collateral Agency and Intercreditor Deed.
(c) The Security Documents can only be enforced by the Offshore Collateral Agent and the Onshore Collateral Agent (upon the instructions of Intercreditor Agent).

2.4 Independence of the Finance Documents

(a) The Borrower acknowledges that its obligations under this Agreement and the other Finance Documents:
(i) are independent and separate from any other document or agreement (other than any Finance Document);
(ii) are not subject to, or dependent upon, the execution or performance by any other Person of its obligations under any other document, contract or arrangement related to it;
(iii) will not be affected or discharged by any matter affecting any other Person or any other document, contract or arrangement related to them.

2.5 Purpose and Use of Proceeds

The Borrower shall apply the proceeds of each Utilisation under each Facility in accordance with the relevant Facility Agreements.

2.6 Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to any Finance Document.

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2.7 Utilisation

(a) The Borrower may utilise a Facility in accordance with the terms of the relevant Facility Agreement.
(b) Other than in connection with the Bonding Facility, the Facilities shall be disbursed on a pro rata basis.

ARTICLE 3 REPAYMENT, PREPAYMENT AND CANCELLATION

3.1 Repayments

The Borrower shall repay the Utilisations made to it under a Facility in accordance with the terms of the relevant Facility Agreement, this Agreement, the Collateral Agency and Intercreditor Deed, the Accounts Agreement and the Security Documents.

3.2 Mandatory Prepayments

The Borrower shall apply each of the following to a mandatory prepayment of the Facilities in accordance with Section 3.8 ( Application ) and the terms of the Collateral Agency and Intercreditor Deed:

(a) Net Insurance Proceeds less than US$10,000,000 . Net Insurance Proceeds received by the Borrower which are in an amount that is less than $10,000,000 in aggregate in any Fiscal Year shall be deposited or caused to be deposited and remain on deposit in the Compensation Account until their application by the Borrower to repair and/or replace the property that is the subject of such Net Insurance Proceeds within 180 days of receipt, or if not so applied within such period, transferred to the applicable Proceeds Account.
(b) Net Insurance Proceeds equal to or over $10,000,000 . Net Insurance Proceeds received by the Borrower which are in an amount that is equal to or greater than (or reasonably expected to be equal to or greater than) $10,000,000 in aggregate in any Fiscal Year shall be deposited or caused to be deposited and remain on deposit in the Compensation Account and be applied by (or on behalf of) the applicable Collateral Agent (acting on the instructions of the Intercreditor Agent) in accordance with Section 3.8 ( Application ) on the next Interest Payment Date falling at least 180 days after receipt, unless the amount of such Net Insurance Proceeds is (i) used by the Borrower to repair and/or replace the property that is the subject of such Net Insurance Proceeds within 180 days of receipt thereof, or (ii) is used to replenish funds paid by the Borrower which are not Project Proceeds (provided the Borrower can provide evidence of the same) and transferred to the applicable Proceeds Account.
(c) Other Net Insurance Proceeds. If any Net Insurance Proceeds in a Fiscal Year have not been applied as provided in Section 3.2(a) ( Net Insurance Proceeds less than US$10,000,000 ) or Section 3.2(b) ( Net Insurance Proceeds equal to or over US$10,000 ) any such Net Insurance Proceeds (other than any insurance proceeds in respect of third-party liability insurance where such proceeds are to be paid to third parties), shall be transferred from the Compensation Account to the applicable Proceeds Account on the next Interest Payment Date.
(d) Excess Performance Liquidated Damages. If the Borrower receives or is entitled to offset any performance liquidated damages for any reason under any Material Project Document, 100% of such proceeds in excess of such amounts certified by an authorised officer of the Borrower (as evidenced to the satisfaction of the Independent Technical Consultant) as necessary to complete performance under the scope of work contemplated in such Material Project Document to consummate the purpose of such Material Project Document, on the next Interest Payment Date
(e) Disposition Proceeds. If any Net Disposition Proceeds from any disposition of assets (other than Net Disposition Proceeds from an Expropriation Event) in a Fiscal Year which are not reinvested

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in the Project within 365 days of receipt of such proceeds, as evidenced by the Borrower to the satisfaction of the Independent Technical Consultant, 50% of such Net Disposition Proceeds on the next Interest Payment Date after expiration of such 365 day period.

(f) Expropriation Net Disposition Proceeds. If the Borrower receives any Net Disposition Proceeds from an Expropriation Event, 100% of such proceeds within thirty (30) days after receipt of such proceeds;
(g) Buydown Amounts. If the Borrower receives any Buydown Amounts or any other amounts paid to the Borrower upon the termination of a Material Project Document, in each case in excess of such amounts certified by an authorised officer of the Borrower (as evidenced to the satisfaction of the Independent Technical Consultant) as necessary to complete performance under the scope of work contemplated in such Material Project Document to consummate the purpose of such Material Project Document, 100% of such proceeds on the next Interest Payment Date.

3.3 Mandatory Prepayment - Cash Sweep

The Borrower shall apply each of the following to a mandatory prepayment in accordance with Section 3.8 ( Application ) and the terms of the Collateral Agency and Intercreditor Deed.

(a) Partial Cash Sweep. The Borrower shall make a mandatory prepayment of Loans outstanding on each Calculation Date following the Project Completion Date, in an amount, subject to any applicable increase in accordance with Sections 3.3(d) and 3.3(e) below:
(i) until the Final Two Years' Scheduled Amortisation has been repaid in full equal to thirty per cent. (30%) of the Excess Cash Flow for the relevant Cash Sweep Period; and
(ii) thereafter, until the Final Three Years’ Scheduled Amortisation has been repaid in full, equal to ten per cent. (10%) of the Excess Cash Flow for the relevant Cash Sweep Period,

and such amount (if any) is as set out in the relevant Cash Sweep Calculation Certificate issued pursuant to Section 3.3(h), and which the Administrative Agent (in consultation with the Senior Lenders) (acting reasonably) has confirmed is satisfactory.

(b) Fundamental Event of Default. If on any Calculation Date a Fundamental Event of Default has occurred and is continuing, the Borrower shall not be permitted to withdraw any amount of Excess Cash Flow from the Offshore Project Accounts or the Onshore Project Accounts, such Excess Cash Flow shall be applied on the next Interest Payment Date in prepayment of the Facilities, unless the Administrative Agent advises otherwise.
(c) Boliden Offtake Agreement Cancellation (Borrower Breach). If the Boliden Offtake Agreement is terminated or cancelled in whole or in part as a result of the Borrower’s breach of its obligations under such agreement, without limitation to any other remedies available to the Finance Parties as a result of any Event of Default triggered by such breach, termination or cancellation, 100% of Excess Cash Flow shall be applied to prepay Loans under the ECA Covered Facility Agreement on each Interest Payment Date occurring thereafter until the Loans under such Facility are repaid in full.
(d) Boliden Offtake Agreement Cancellation (Counterparty Breach). If the Boliden Offtake Agreement is terminated or cancelled in whole or in part as a result of a Boliden breach of its obligations under such Offtake Contract, or otherwise becomes invalid, void, illegal, ineffective or unenforceable (for the purpose of this paragraph (d) each an “ Other Termination Right ”), without limitation to any other remedies available to the Finance Parties as a result of any Event of Default triggered by such breach, termination or cancellation or Other Termination Right , the Borrower shall, within 730 days of such termination or cancellation or Other Termination Right, replace such Offtake Agreement or otherwise address such termination or cancellation or Other Termination Right, in each case in a manner acceptable to the Majority Senior Lenders and the ECA Agent

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(acting on behalf of the Finnvera); and if, following the expiration of such 730-day period, the Borrower has not addressed such termination or cancellation or Other Termination Right in accordance with this Section 3.3(d), the partial cash sweep described in Section 3.3(a) with respect to the Term Facilities shall automatically and without further action be increased to 80% (whether or not the Excess Cash Flow sweep described in Section 3.3(a) has been exhausted or not).

(e) Other Offtake Contract Cancellation. If:

(i) an Offtake Contract (other than the Boliden Offtake Agreement) is terminated or cancelled in whole or in part;
(ii) for the period between the date of such termination and cancellation and the Final Maturity Date, the remaining Offtake Contracts (including Boliden Offtake Agreement) account for the total sales of copper concentrate in an amount that is lower than 70% of the Borrower’s forecast copper concentrate production for the term of the Term Facilities set forth in the Base Case Financial Model delivered on the Financial Closing Date; and
(iii) such termination or cancellation is the result of:
(A) a breach by the Borrower, and within 180 days of such termination or cancellation; or
(B) a breach by the offtaker or the Offtake Contract becoming illegal or void under Applicable Law, and within 180 days of such termination or cancellation,

the Borrower has not entered into a Replacement Offtake Contract (or amended the existing Offtake Contract) so that the total sales of copper concentrate is in an amount that is lower than 70% of the Borrower’s forecast copper concentrate production from the date of the termination of cancellation of such Offtake Contract to the Final Maturity Date of the Term Facilities set forth in the Base Case Financial Model, the Borrower shall, in accordance with Section 3.8 ( Application ) make a mandatory prepayment of an additional 20% of the Excess Cash Flow on each Interest Payment Date occurring thereafter to prepay amounts outstanding under the Term Facility on a pro rata basis until the Loans are repaid in full.

(f) ECA Guarantee Cancellation. If:

(i) it is or becomes unlawful for the ECA Guarantor to perform or comply with its payment obligations pursuant to the ECA Guarantee;
(ii) the ECA Guarantee is, or ceases to be valid, binding or in full force and effect; or
(iii) the ECA Guarantee is being terminated, cancelled, revoked or suspended by the ECA Guarantor,
(iv) (each an “ ECA Guarantee Termination Event ”) without limitation to any other remedies available to the Senior Lenders as a result of any Event of Default triggered by such ECA Guarantee Termination Event, within thirty (30) days after the ECA Guarantee Termination Event, the Borrower shall repay in full all amounts outstanding under the ECA Covered Facility Agreement save where such ECA Guarantee Termination Event results from the gross negligence, willful misconduct or fraud of the ECA Agent or relevant ECA Covered Facility Lender.
(g) Change of Control. If a Change of Control has occurred:
(i) prior to the Project Completion Date, and which has not been approved in accordance with Section 9.13(u)(i); or

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(ii) on or after Project Completion, in favour of an equity transferee which is:
(A) not a Pre-Approved Transferee; and
(B) not a Qualifying Investor at the time of such transfer, or which has not otherwise been approved in accordance with Section 9.13(u)(ii),

the Borrower shall repay in full all amounts outstanding under any Term Facility, and all Acceptable Closure Security issued under the Bonding Facility shall be cash collateralised, in each case within ten (10) Business Days after a Change of Control.

(h) Cash Sweep Certificate

The Borrower shall on each Calculation Date following the Project Completion Date deliver a Cash Sweep Calculation Certificate to the Facility Agents, describing (as applicable) the mandatory payments described in this Section 3.3 in the relevant Cash Sweep Calculation Certificate which the Administrative Agent (in consultation with the Senior Lenders) (acting reasonably) has confirmed is satisfactory.

3.4 Voluntary Prepayment

(a) Subject to the other terms of this Agreement, upon giving not less than ten (10) Business Days’ notice to each Facility Agent (with a copy to the Administrative Agent), the Borrower may prepay all or any part of the Loans, in accordance with Section 3.8 ( Application ) and the terms of the Collateral Agency and Intercreditor Deed:
(i) if such a prepayment is of all of the Loans then outstanding, they are all repaid or prepaid simultaneously in full;
(ii) if such a prepayment is a partial prepayment of the Loans then outstanding:
- (A) such prepayment shall, in aggregate, be in a minimum amount of $10,000,000 and an integral multiple of $1,000,000;
- (B) such prepayment will be applied on a pro rata basis across the Facilities then outstanding, and the Borrower shall ensure that such amounts are repaid or prepaid simultaneously; and
(iii) if such a prepayment is in whole or part of any Bonding Facility Loan, all such prepayments shall be applied pro rata among the Bonding Facility Lenders in proportion to their participations in the relevant Bonding Facility Loan, or transferred to the Bonding Facility Account, in each case in the manner provided in the Bonding Facility and the Acceptable Closure Security issued by the Bonding Facility Lenders so prepaid shall be replaced by new Acceptable Closure Security in accordance with Applicable Laws.

3.5 Voluntary Cancellation

The Borrower may, by giving the applicable Facility Agent (with copy to the Administrative Agent) not less than ten (10) Business Days' prior notice, cancel the whole or any part (being a minimum aggregate amount of US$5,000,000) of the Available Term Facility of a Facility. Any cancellation under this Section 3.5 shall reduce the Commitments of the Lenders pro rata under that Facility.

3.6 Automatic Cancellation

Each Senior Lender’s unutilised Commitments under either Facility will be automatically cancelled at 5:00 pm New York time on the last day of the applicable Availability Period.

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3.7 Right of Cancellation and Repayment in Relation to a Single Senior Lender

(a) The Borrower may, by giving the applicable Facility Agent (with copy to the Administrative Agent) not less than 10 days' prior notice, at any time cancel any available Commitments of any Senior Lender or repay any participations or any individual Senior Lender in the Utilisations (together with any other accrued and unpaid amounts owing to such Senior Lender under the Finance Documents) if:
(i) any sum payable to any Senior Lender by the Borrower is required to be increased as contemplated under Section 5.2 ( Tax Gross-Up ); or
(ii) any Senior Lender claims indemnification from the Borrower under Section 5.3 ( Tax Indemnity ) or any amount under Section 6.3 ( Change in Circumstances ), the Borrower may, while the circumstances giving rise to the requirement for that increase or indemnification continue, give notice to the relevant Facility Agent, as applicable (with a copy to the Administrative Agent) of cancellation of the Commitment(s) of such Senior Lender and its intention to procure the repayment of such Senior Lender’s participation in the Utilisations.
(b) On receipt of a notice referred to in Section 3.7(a) in relation to a Senior Lender, the Commitments of such Senior Lender will immediately be reduced to zero.
(c) On the last day of the Interest Period in which the Borrower has given notice under Section 3.7(a) in relation to a Senior Lender (or, if earlier, the date specified by the Borrower in the notice under Section 3.7(a)), the Borrower will repay such Senior Lender’s participation in the Utilisations, together with all interest and other amounts accrued (if any) under the Finance Documents and under the ECA Guarantee.

3.8 Application

(a) Except in the case of a prepayment or repayment under Section 6.2 ( Illegality ) or Section 3.7 ( Right of Cancellation and Repayment in Relation to a Single Senior Lender ):
(i) any cancellation pursuant to this Article 3 ( Repayment, Prepayment and Cancellation ) shall:
- (A) be applied pro rata between each Facility; and
- (B) if in part, reduce the Commitment of each Senior Lender under that Facility pro rata ; and
(ii) any prepayment pursuant to this Article 3 shall be applied pro rata between the Repayment Installments under the Facilities being reduced by such prepayment.
(b) If any Loan is prepaid in accordance with Section 3.2 ( Mandatory Prepayments) or Section 3.3 ( Mandatory Prepayment – Cash Sweep ), the amount of the Repayment Installment for each Repayment Date under the relevant Facility falling after that prepayment will be reduced in inverse chronological order by the amount of such Loan prepaid.
(c) If any Loan is prepaid in accordance with Section 3.4 ( Voluntary Prepayment ), such voluntary prepayment shall be applied between each Term Facility pro rata to the proportion that (x) the total aggregate amount scheduled to be repaid in respect of that Term Facility on the last twelve (12) Repayment Dates (including the Final Maturity Date) bears to (y) the Final Three Years’ Scheduled Amortisation of all the Term Facilities, and the amount of the Repayment Installment for each Repayment Date under the relevant Facility falling after that prepayment shall be reduced by the Borrower as follows:

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(i) in relation to voluntary prepayments made in accordance with Section 9.13(c) ( Distribution Requirements ), until the Final Three Years’ Scheduled Amortisation has been repaid in full, in inverse chronological order by the amount of such Loan prepaid; and
(ii) where paragraph (i) above does not apply, in the manner and proportion that it determines at its sole discretion; provided that such amounts shall not be applied disproportionately against the immediately succeeding future scheduled repayments of principal on the next four Repayment Dates in order to prevent a breach of the Financial Covenants set forth at Section 9.2(a)(ii) or to pass the distribution requirements as set forth in Section 9.13(c) which would otherwise be projected to occur at that time under the Financial Model).
(d) If, at any time, the aggregate notional principal amount under all Permitted Interest Rate Hedge Agreement exceeds or will exceed 100% of the aggregate amount of Loans at that time, then the Borrower or the Permitted Hedging Providers shall reduce the notional principal amount under each Permitted Interest Rate Hedge Agreement pro rata to reflect the aggregate amount of Loans.
(e) Section 3.8 (other than Section 3.8(d)) shall not apply to the application of any prepayment under Section 3.3(f) which shall be applied only to the ECA Guarantee.

3.9 Miscellaneous

The Borrower is entitled to serve a notice under Section 3.7 ( Right of repayment and cancellation in relation to a Single Senior Lender ), to make a repayment under Sections 3.4 ( Voluntary Prepayment ) or give any notice under Section 3.5 (Voluntary Cancellation) provided that:

(a) the Project Completion Date has occurred;
(b) the notice of cancellation or prepayment under this Article 3:
(i) is irrevocable; and
(ii) unless a contrary indication appears in this Agreement, shall specify:
- (A) the date upon which the relevant cancellation or prepayment is to be made; and
- (B) the amount of that cancellation or prepayment.
(c) If a Facility Agent receives a notice under this Article 3, it shall promptly forward a copy of that notice to the Borrower, the Administrative Agent, each Permitted Hedging Provider and, in the case of each Facility Agent, the affected Senior Lender(s) under its Facility, as appropriate.
(d) Subject to the requirements of any relevant Facility Agreement and the other provisions of this Article 3, any prepayment under this Agreement is without premium or penalty other than Break Costs to the extent that the prepayment is made on a date other than an Interest Payment Date;
(e) Any prepayment under this Agreement shall be made together with accrued and unpaid interest as of such date;
(f) The Borrower may not reborrow any part of a Facility that is prepaid;
(g) The Borrower may not exercise any right of voluntary prepayment or voluntary cancellation before the Project Completion Date unless it has received confirmation from the Administrative Agent on behalf of the Majority Senior Lenders (in consultation with the Independent Technical Consultant) that the Administrative Agent is satisfied that, after such prepayment or cancellation, no Cost-toComplete Shortfall will exist;

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(h) No prepayment, repayment or cancellation is allowed except at the times and in the manner expressly provided for in this Agreement and the relevant Facility Agreement;
(i) No amount of the Commitments cancelled under this Agreement and a relevant Facility Agreement may be subsequently reinstated;
(j) If all or part of any Senior Lender’s participation in a Utilisation under a Facility is repaid or prepaid and is not available for re-Utilisation, an equivalent amount of such Senior Lender’s Commitment in respect of that Facility will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (j) will reduce the Commitments of the Senior Lenders under that Facility pro rata ;
(k) The Borrower has sufficient funds to use for the purpose of the prepayment in accordance with the Cash Waterfall and such prepayment is effected in accordance with Section 3.8 ( Application ) and the terms of the Collateral Agency and Intercreditor Deed;
(l) Such a prepayment shall not cause or result in a Potential Event of Default or an Event of Default immediately prior to and immediately following such a prepayment; and
(m) The Borrower has sufficient funds to use for the purpose of paying any Hedge Termination Amount payable by it as a consequence of any Hedging Transactions being terminated in whole or in part in accordance with the Hedging Strategy in respect of such prepayment and such payment is effected in accordance with the Collateral Agency and Intercreditor Deed.

ARTICLE 4 INTEREST AND FEES

4.1 Payment of Interest

The Borrower shall pay accrued interest on each Loan at such times and in accordance with the terms of the relevant Facility Agreement.

4.2 Default Interest

Except as otherwise provided in the relevant Facility Agreement:

(a) if the Borrower fails to pay any amount payable by it under any Finance Document (other than under any Hedge Agreement) or under the ECA Guarantee on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgement) at a rate which, subject to Section 4.2(b), is two (2) per cent. per annum higher than the applicable interest rate. Any interest accruing under this Section 4.2 shall be immediately payable by the Borrower on demand by the relevant Agent or Senior Lender;
(b) if any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan;
(i) the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and
(ii) the rate of interest applying to the overdue amount during that first Interest Period shall be two (2) per cent. per annum higher than the rate which would have applied if the overdue amount had not become due; and
(c) default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable; and

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(d) no accrued interest shall become due and payable other than in accordance with the provisions of Section 4.1 ( Payment of Interest) or this Section 4.2.

4.3 Fees

The Borrower shall pay all fees in the amounts and manner agreed between any Finance Party and the Borrower in any Fee Letter or in the applicable Facility Agreement.

ARTICLE 5 TAX GROSS-UP AND INDEMNITY

5.1 Definitions

(a) In this Agreement:

" Chilean Preferential Tax Deduction " means a Tax Deduction (in accordance with Article 59 No. 1 letter (b) of the Chilean Income Tax Law ( artículo 59 No. 1 letra b de la Ley de Impuesto a la Renta de Chile ) and as instructed by the Chilean Internal Revenue Service ( Servicio de Impuestos Internos ), currently at a rate of 4.0%) which is required to be deducted or withheld by the Borrower on a payment of interest to a Qualifying Lender in respect of any indebtedness.

“ Original Jurisdiction ” means, in relation to the Borrower, the jurisdiction under whose laws the Borrower is incorporated or registered as at the date of this Agreement.

“ Protected Party ” means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

" Qualifying Lender " means a foreign lender to the extent that such foreign lender is a qualifying foreign or international bank or foreign financial institution subject to the provisions of Article 59 No. 1 letter (b) of the Chilean Income Tax Law and as instructed by the Chilean Internal Revenue Service ( Servicio de Impuestos Internos ).

“ Tax Credit ” means a credit against, relief or remission for, or repayment of any Tax.

“ Tax Deduction ” means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

“ Tax Payment ” means either the increase in a payment made by the Borrower to a Finance Party under Section 5.2 ( Tax Gross-Up ) or a payment under Section 5.3 ( Tax Indemnity ).

“ Treaty State ” means a jurisdiction having a double taxation agreement (a “ Treaty ”) with an Original Jurisdiction which makes provision for full exemption from, or a reduction in, tax imposed by that Original Jurisdiction on interest.

5.2 Tax Gross-Up

(a) The Borrower shall make all payments to be made by it under or in connection with the Finance Documents and the ECA Guarantee without any Tax Deduction, unless a Tax Deduction is required by Applicable Law.
(b) The Borrower shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Finance Party shall notify the Administrative Agent on becoming so aware in respect of a payment payable to that Finance Party. If the Administrative Agent receives such notification from a Finance Party it shall notify the Borrower.

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(c) If a Tax Deduction is required by Applicable Law to be made by the Borrower, the amount of the payment due from it shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.
(d) Unless and for so long as an Event of Default has occurred and is continuing, then notwithstanding paragraph (c) above, an interest payment shall not be increased pursuant to that paragraph by an amount greater than the rate of the Chilean Preferential Tax Deduction (at the rate applicable on each interest payment date) by reason of a Tax Deduction on account of tax imposed by Chile with respect to any interest payments made by the Borrower if on the date on which the interest payment falls due the payment could have been made to the Senior Lender with the Chilean Preferential Tax Deduction if the Senior Lender had been a Qualifying Lender but on that date that Senior Lender is not or has ceased to be a Qualifying Lender, provided, however, that (i) in the case that the Senior Lender has ceased to be a Qualifying Lender due to changes in Tax laws, regulations or administrative interpretations, or (ii) in the case of assignment, transfer or sub-participation made by an Existing Lender to a New Lender at a time when an Event of Default has occurred and is continuing, the limitation set forth in this paragraph (d) shall not apply. For the avoidance of doubt this provision shall not apply to any amounts of premium or fees to be paid to the ECA Agent (on behalf of the ECA Guarantor) or to the ECA Guarantor directly.
(e) Where the relevant Finance Party is a Treaty Debt Provider, a payment shall not be increased under Section 5.2(c) in respect of that Finance Party by reason of a Tax Deduction on account of Tax imposed by an Original Jurisdiction to the extent that the Borrower making the payment is able to demonstrate that the payment could have been made to that Finance Party without the Tax Deduction, or with a Tax Deduction at a reduced rate, had that Finance Party complied with its obligations under Section 5.2(h).
(f) If a Borrower is required to make a Tax Deduction, that Borrower shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by Applicable Law.
(g) Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower making that Tax Deduction shall deliver to the Administrative Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.
(h) A Treaty Debt Provider and the Borrower which makes a payment to which that Treaty Debt Provider is entitled shall co-operate in completing any procedural formalities necessary for the Borrower to obtain authorisation to make that payment without a Tax Deduction or with a Tax Deduction at a reduced rate.

5.3 Tax Indemnity

(a) The Borrower shall (within ten (10) Business Days of demand by the Administrative Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.
(b) Section 5.3(a) shall not apply:
(i) with respect to any Tax assessed on a Finance Party:
- (A) under the Applicable Law of the jurisdiction in which that Finance Party is incorporated or any political subdivision thereof or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

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  - (B) under the Applicable Law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

     - if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

(ii) to the extent a loss, liability or cost is compensated for by an increased payment under Section 5.2 ( Tax Gross-Up ) or Section 5.9(c) ( FATCA Deduction );
(iii) to the extent a loss, liability or cost would have been so compensated but was not so compensated because the exclusion in Section 5.2(d) applied; or
(iv) to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party.
(c) A Protected Party making, or intending to make a claim under Section 5.3(a) shall promptly notify the Administrative Agent of the event which will give, or has given, rise to the claim, following which the Administrative Agent shall notify the Borrower.
(d) A Protected Party shall, on receiving a payment from the Borrower under this Section 5.3, notify the Administrative Agent.

5.4 Tax Credit

If the Borrower makes a Tax Payment and the relevant Finance Party determines that:

(a) a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and
(b) that Finance Party has obtained and utilised that Tax Credit,

the Finance Party shall pay an amount to the Borrower which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Borrower.

5.5 Stamp taxes

The Borrower shall pay and, within three (3) Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document or the ECA Guarantee except for any such Tax payable in connection with entering into a Transfer Certificate.

5.6 Senior Lender Status Confirmation

(a) Each Senior Lender that is not an Initial Senior Lender shall indicate, in the documentation which it executes on becoming a Senior Lender (Transfer Certificate or Assignment Agreement, as applicable), and for the benefit of the Administrative Agent and without liability to the Borrower, which of the following categories it falls into:
(i) not a Qualifying Lender; or
(ii) a Qualifying Lender.
(b) If a New Lender fails to indicate its status in accordance with this Section 5.6 ( Senior Lenders Status Confirmation ), then such New Lender shall be treated for the purposes of this Agreement

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(including by the Borrower) as if it were not a Qualifying Lender until such time as it notifies the Administrative Agent which category applies (and the Administrative Agent, upon receipt of such notification, shall inform the Borrower). For the avoidance of doubt, a Transfer Certificate or Assignment Agreement (as applicable) shall not be invalidated by any failure of a Senior Lender to comply with this Section 5.6 ( Senior Lenders Status Confirmation ).

(c) Each Initial Senior Lender states and confirms that on the date of this Agreement it has not entered into a structured agreement ( acuerdo estructurado ), in accordance with Article 59 No.1(b), second paragraph, of the Chilean Income Tax Law. The Borrower recognises and acknowledges that, as of the date of this Agreement, this confirmation is a sufficient and satisfactory statement for purposes of Article 59 No.1(b), second paragraph, of the Chilean Income Tax Law. For the purposes of this Section 5.6, and in accordance with the provisions of Regulation (Circular) N°56 of 2020, issued by the Chilean Internal Revenue Service ( Servicio de Impuestos Internos ), structured agreement ( acuerdo estructurado ) shall mean any agreement pursuant to which a Senior Lender does not assume the risk of the financing, and transfers its interest to a third party for whom the Chilean Preferential Tax Deduction does not apply. For the avoidance of doubt, credit assignments, participations or credit insurances, shall not be deemed to be structured agreements under the aforementioned regulation.
(d) If the Chilean Internal Revenue Service ( Servicio de Impuestos Internos ) requests from the Borrower a further statement or confirmation that any Senior Lender has not entered into a structured agreement in accordance with Article 59 No.1(b) of the Chilean Income Tax Law, promptly after the Borrower’s request to a Senior Lender, such Senior Lender shall provide the Borrower, at the Borrower’s expense, with confirmation of the statement provided in Section 5.6(c), or with respect to a structured agreement ( acuerdo estructurado ) entered into after the date of this Agreement, in compliance with Regulation (Circular) N°56 of 2020 issued by the Chilean Internal Revenue Service. Such reasonable supporting information or documentation as required by the Chilean Internal Revenue Service ( Servicio de Impuestos Internos ) under the Applicable Laws of Chile.

5.7 Value Added Tax

(a) All amounts expressed to be payable under a Finance Document or the ECA Guarantee by the Borrower to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to Section 5.7(b), if VAT is or becomes chargeable on any supply made by any Finance Party to the Borrower under a Finance Document or the ECA Guarantee and such Finance Party is required to account to the relevant tax authority for the VAT, the Borrower must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to the Borrower).
(b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “ Supplier ”) to any other Finance Party (the “ Recipient ”) under a Finance Document or the ECA Guarantee, and any Party other than the Recipient (the “ Relevant Party ”) is required by the terms of any Finance Document or ECA Guarantee to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):
(i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this Section 5.7(b)(i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and
(ii) (where the Recipient is the person required to account to the relevant tax authority for the

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VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

(c) Where a Finance Document requires the Borrower to reimburse or indemnify a Finance Party for any cost or expense, the Borrower shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.
(d) Any reference in this Section 5.7 to the Borrower shall, at any time when the Borrower is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term "representative member" to have the same meaning as in the Value Added Tax Act 1994 (United Kingdom)).
(e) In relation to any supply made by a Finance Party to the Borrower under a Finance Document, if reasonably requested by such Finance Party, the Borrower must promptly provide such Finance Party with details of the Borrower's VAT registration and such other information as is reasonably requested in connection with such Finance Party's VAT reporting requirements in relation to such supply.

5.8 FATCA Information

(a) Subject to Section 5.8(c), each Party shall, within ten (10) Business Days of a reasonable request by another Party:
(i) confirm to that other Party whether it is:
- (A) a FATCA Exempt Party; or
- (B) not a FATCA Exempt Party; and
(ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA; and
(iii) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation, or exchange of information regime
(b) If a Party confirms to another Party pursuant to Section 5.8(a)(i) that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.
(c) Section 5.8(a) shall not oblige any Finance Party to do anything, and Section 5.8(a)(iii) shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:
(i) any law or regulation;
(ii) any fiduciary duty; or
(iii) any duty of confidentiality.

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(d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with Section 5.8(a) (including, for the avoidance of doubt, where Section 5.8(c) applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.

5.9 FATCA Deduction

(a) Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party (other than in the case of Section 5.9(c)) shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.
(b) Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Borrower and the Administrative Agent and the Administrative Agent shall notify the other Finance Parties.
(c) If the Administrative Agent is required to make a FATCA Deduction in respect of a payment to a Party under Section 17.2 ( Distributions by the Administrative Agent ) which relates to a payment by the Borrower, the amount of the payment due from the Borrower shall be increased to an amount which (after the Administrative Agent has made such FATCA Deduction), leaves the Administrative Agent with an amount equal to the payment which would have been made by the Administrative Agent if no FATCA Deduction had been required.
(d) The Administrative Agent shall promptly upon becoming aware that it must make a FATCA Deduction in respect of a payment to a Party under Section 17.2 ( Distributions by the Administrative Agent ) which relates to a payment by the Borrower (or that there is any change in the rate or the basis of such a FATCA Deduction) notify the Borrower, and the relevant Party.
(e) The Borrower shall (within three (3) Business Days of demand by the Administrative Agent) pay to a Party an amount equal to the loss, liability or cost which that Party determines will be or has been (directly or indirectly) suffered by that Party as a result of another Party making a FATCA Deduction in respect of a payment due to it under a Finance Document. This paragraph shall not apply to the extent a loss, liability or cost is compensated for by an increased payment under Section 5.9(c).
(f) A Party making, or intending to make, a claim under Section 5.9(e) shall promptly notify the Administrative Agent of the FATCA Deduction which will give, or has given, rise to the claim, following which the Administrative Agent shall notify the Borrower.

5.10 No application to any Permitted Hedging Provider

The provisions of this Article 5 do not apply to any Permitted Hedging Provider.

ARTICLE 6 OTHER PROVISIONS RELATING TO PAYMENT

6.1 Payments under this Agreement

(a) The Borrower shall make each payment required to be made by it under this Agreement on the date when due, in immediately available funds, without defense, deduction, recoupment, set-off or counterclaim.
(b) Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest on such amounts.

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(c) All such payments shall be made to the Administrative Agent at its offices at 1221 Avenue of the Americas, New York, NY 10020, United States of America, except that payments pursuant to Sections 6.3 ( Change in Circumstances ), 6.3(a) ( Payment of Costs and Expenses ) and 6.5 ( Indemnities ) shall be made directly to the Persons entitled to it.
(d) The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof.
(e) All payments under this Agreement shall be made in Dollars.

6.2 Illegality

(a) If in any applicable jurisdiction, it becomes unlawful for a Senior Lender to perform any of its obligations as contemplated by this Agreement, or to fund, issue or maintain its participation in any Utilisations, or it becomes unlawful, or potentially subject to the imposition of any legal sanctions or penalties, for any Affiliate of a Senior Lender for that Senior Lender to do so (including, for the avoidance of doubt, as a result of Sanctions and Prohibited Practices as well as other Sanction applicable to it):
(i) such Senior Lender may upon becoming aware of that, by written notice to the Administrative Agent, declare its obligations under this Agreement to be terminated;
(ii) upon the Administrative Agent, notifying the Borrower, each Available Commitments of such Senior Lender will be immediately cancelled; and
(iii) to the extent that the Senior Lender’s participation has not been transferred pursuant to Section 12.1, the Borrower shall prepay, on or prior to the next Interest Payment Date occurring at least thirty (30) days following such declaration, the Loans and any other amounts owing under this Agreement (including accrued and unpaid interest and break costs) as may be applicable to the date of such payment.
(b) The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Senior Lender in connection with this Section 6.2.

6.3 Change in Circumstances

(a) Subject to Section 6.3(e) below, the Borrower shall, within three Business Days of demand, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates which:
(i) arises as a result of:
- (A) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; or
- (B) compliance with any law or regulation made after the date of this Agreement;
(ii) is a Basel III Increased Cost; and/or
(iii) is a Reformed Basel III Increased Cost.
(b) For purposes of Section 6.3(a):
(i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, requirements and directives thereunder, issued in connection with such Act or in its implementation; and

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(ii) all requests, rules, regulations, guidelines or directives whether concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III,

shall, in each case, be deemed a change in law or unlawful regardless of the date enacted, adopted, applied or issued.

(c) A Finance Party intending to make a claim pursuant to Section 6.3(a) shall notify the Administrative Agent of the event giving rise to the claim, following which the Administrative Agent shall promptly notify the Borrower.
(d) Each Finance Party shall, as soon as practicable following a demand by the Administrative Agent, provide a certificate confirming the amount of its Increased Costs.
(e) Section 6.3(a) does not apply to the extent any of the effects listed in Section 6.3(a)(i) to 6.3(a)(iii) are:
(i) attributable to a Tax Deduction required by law to be made by the Borrower;
(ii) attributable to a FATCA Deduction required to be made by a Finance Party;
(iii) compensated for by Section 5.3 ( Tax Indemnity ) (or would have been compensated for under Section 5.3 ( Tax Indemnity ) but was not so compensated solely because any of the exclusions in Section 5.3 applied;
(iv) compensated for by Section 5.9(c); or
(v) attributable to the willful breach by the relevant Finance Party (or any of its Affiliates) of any law or regulation applicable to the Finance Documents to which it is a party.

6.4 Payment of Costs and Expenses

The Borrower shall pay to the Administrative Agent, each Agent and the Senior Lenders within thirty (30) days of demand all reasonable costs and expenses (other than in the case of Section 6.4(f) below, in which case the Borrower shall pay the Administrative Agent, each Agent and the Senior Lenders within thirty (30) days of demand all costs and expenses or any conditions precedent for the payment of such costs and expenses under Article 10 ( Conditions Precedent )) of the Agents and the Senior Lenders and their agents, counsel, and any receiver or receiver-manager appointed by them or by a court (including all reasonable fees, properly invoiced and documented expenses and disbursements of legal counsel) in connection with this Agreement, the other Finance Documents and the ECA Guarantee, including:

(a) the preparation, negotiation, and completion of the Finance Documents, and the ECA Guarantee or any actual or proposed amendment or modification thereof or any waiver thereunder and all instruments supplemental or ancillary thereto;
(b) fees and expenses of the Senior Lenders reasonably incurred as part of the Senior Lenders’ due diligence, and advisers’ and consultants’ fees and expenses reasonably incurred as part of any Senior Lender obtaining and maintaining its status as Qualifying Lender;
(c) the reasonable and properly invoiced and documented fees and expenses of the Senior Lenders’ Independent Consultants, including any such fees and expenses incurred as part of the Senior Lenders’ due diligence or, ongoing monitoring, investigation or information gathering or providing at the request of, or in respect of, the Borrower and the Project;
(d) the registration, maintenance and/or discharge of any of the Security in any public record office;

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(e) obtaining advice as to any Agent’s or the Senior Lenders’ rights and responsibilities under this Agreement, the other Finance Documents or the ECA Guarantee; and
(f) the defense, establishment, protection or enforcement of any of the rights or remedies of the Senior Lenders under this Agreement or any of the other Finance Documents or the ECA Guarantee, including all costs and expenses of establishing the validity and enforceability of, or of collection of amounts owing under, any of the Security Documents or any enforcement of the Security, or otherwise due from the Borrower under this Agreement.

6.5 Indemnities

(a) The Borrower shall indemnify and hold harmless each Agent, each Finance Party and the ECA Guarantor and their Affiliates, officers, directors and employees (each, an “ Indemnified Party ”) from all Claims (including the properly invoiced and documented fees, expenses and disbursements of outside legal counsel to the Finance Parties and the ECA Guarantor per applicable jurisdiction and, in the case of an actual or perceived conflict of interest where the party to be indemnified affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of one other firm of counsel for such affected party but in no case more than one such other affected party, but excluding consequential special, exemplary, indirect, incidental or punitive damages or loss of profits or opportunity), which may be incurred by any Indemnified Party as a consequence of or in respect of:
(i) default by the Borrower in the payment when due of any Obligation or any other Default or Event of Default under this Agreement which is continuing;
(ii) the entering into by the relevant Agents and the Finance Parties of this Agreement and any amendment, waiver or consent relating hereto, and the performance by such Agents and the Finance Parties of their obligations under this Agreement;
(iii) failure of the Borrower to comply with any Anti-Corruption Laws, AML Legislation or Sanctions, any Applicable Law, or any Environmental and Social Requirement with respect to the Project;
(iv) any Material Adverse Environmental and Social Effect with respect to the Project;
(v) the application by the Borrower of the proceeds of the Facility; or
(vi) the development, construction, procurement, engineering and operation of the Project, except for any such any such Claim that a final and non-appealable court of competent jurisdiction determined arose primarily on account of the relevant Indemnified Party’s gross negligence or willful misconduct.
(b) In connection with any Claim described in Section 6.5(a) above, the applicable Indemnified Party shall deliver a certificate of an officer of the Administrative Agent or the applicable Finance Party as to:
(i) any such Claim; and
(ii) containing reasonable details of the calculation (which calculation shall be, absent manifest error, prima facie evidence of the calculation of the amount of such Claim).

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ARTICLE 7 REPRESENTATIONS AND WARRANTIES

7.1 Representations and Warranties of the Borrower

To induce each Finance Party to enter into this Agreement and the other Finance Documents to which each such Finance Party is a party, and to induce each Senior Lender to make available the Loans under this Agreement and the other Finance Documents to which it is a party, the Borrower makes the representations and warranties set forth below to each Finance Party as of the date of this Agreement and (by reference to the facts and circumstances then existing) on the Effective Date and the Financial Closing Date.

(a) Organisation and Powers. The Borrower:

(i) has been duly incorporated or formed and is validly existing under the laws of its incorporation or formation, as applicable;
(ii) has all requisite corporate power and authority to own and lease its property and assets and to carry on its business;
(iii) has all requisite corporate power and authority to enter into and deliver each of the Transaction Documents, and the transactions contemplated thereby, to which it is or will become a party, and to take all necessary action to perform its obligations under such Transaction Document (including the power and authority to grant the Security pursuant to the Security Documents and to perform the obligations set forth therein); and
(iv) is duly qualified, licensed or registered to do business in each jurisdiction in which the nature of its business or the property or assets owned or leased by it make such qualification, licensing or registration necessary. No proceeding has been instituted or, to the knowledge of the Borrower, threatened in any such jurisdiction revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification, licensing or registration. The Borrower is up-to-date in all of its corporate filings in all material respects and is (if applicable) in good standing under Applicable Laws.
(b) Authorisation; No Conflict. The execution and delivery by the Borrower of the Transaction Documents to which it is a party, and the performance by it of its obligations under this Agreement and such Transaction Documents, have been duly authorised by all necessary corporate or other action on its part and do not and will not:
(i) contravene any provision of its constitutional documents, including any unanimous shareholder agreements or declarations, as applicable, or any resolution of its shareholders, partners or directors (or any committee thereof);
(ii) conflict with, result in a breach of, or constitute a default or an event creating rights of acceleration, termination, modification or cancellation or a loss of rights under (with or without the giving of notice or lapse of time or both), any Contract binding on the assets of the Borrower;
(iii) conflict with or violate any Applicable Law; or
(iv) other than Permitted Encumbrances, result in, or require, the creation or imposition of any Encumbrance on any property or assets of the Borrower.
(c) Execution; Binding Obligation. Subject to any applicable Reservations, each Transaction Document to which the Borrower is or will become a party:
(i) has been, or when delivered under or in connection with this Agreement will be, duly executed and delivered by the Borrower; and

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(ii) constitutes, or when delivered under or in connection with this Agreement will constitute, a legal, valid, binding agreement of the Borrower, in full force and effect and enforceable against the Borrower in accordance with its terms, on the date of this Agreement and on the date of the initial Utilisation under each of the Facilities, and thereafter except where found by a court in a competent jurisdiction to be illegal, void, voidable or unenforceable under its governing law or as described in the legal opinions delivered in connection with the Financing Documents.
(d) Consents. As at the date of this Agreement, the Borrower is not required to give any notice to, make any filing with or obtain any Authorisation, Order or other consent or approval of any Person in connection with the execution or delivery of or performance of its obligations under any Transaction Document to which it is a party, or the consummation of the transactions contemplated herein and therein, other than:
(i) those that have already been obtained and copies of which have been provided to the Administrative Agent;
(ii) filings required to be made on or following the Effective Date or the Financial Closing Date, as applicable, pursuant to such conditional approval; and
(iii) those Authorisations set out as to be obtained following the Effective Date in Part B of Schedule F ( Material Project Authorisations ).
(e) Corporate Structure.
(i) No Person has a direct or indirect ownership interest in the Borrower, except as set out in Schedule I ( Corporate Organisation Chart ) (with regard to MMC only as from completion of the equity contribution referred to in Section 10.2(a), provided that the Sponsor Affiliate shall be deemed substituted for the relevant Shareholder following completion of any Affiliate Transfer), or the Project Property or is otherwise involved in any manner in the operation of the Project.
(ii) The Borrower does not have any Subsidiaries and has no equity investments in any other corporation or entity.
(iii) No Person has any option, warrant, right (pre-emptive, contractual or otherwise) or other security or conversion privilege of any kind that is exercisable or convertible into, or exchangeable for, or otherwise carries the right of the holder to purchase or otherwise acquire (whether or not subject to conditions) common shares or other equity interests of the Borrower (other than MMC in respect of the equity subscription referred to in Section 10.2(a)).
(iv) The Borrower is not engaged in any joint purchasing arrangement, joint venture, partnership and other joint enterprise with any other Person.
(v) To the Borrower’s knowledge and belief, no funds invested in the shares of the Borrower are of illicit origin.
(f) Principal Place of Business and Other Locations. The jurisdiction of incorporation, principal place of business, location of corporate records, and location of tangible assets (except for inventory which is in transit) of the Borrower as of the date of this Agreement is Chile.
(g) Residence for Tax Purposes. For tax purposes, the Borrower is resident of Chile (and no other jurisdiction).
(h) Solvency. The Borrower is not and could not reasonably be expected to become insolvent within the meaning of the Applicable Law of Chile.

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(i) No Defaults; Material Project Documents. To the knowledge of the Borrower, no event has occurred or circumstance exists that (with or without the giving of notice or lapse of time or both) has contravened, conflicted with or resulted in, a violation or breach of, or gives the Borrower or any other Person the right to declare a material default or exercise any material remedy under, or to accelerate the maturity or performance of, or to cancel or terminate or modify, any Material Project Document, Material Project Authorisation or Order to which it is a party or by which it or its properties and assets may be bound. Without limiting the generality of the foregoing:
(i) all Material Project Documents are set out in Schedule G ( Material Project Documents ) (or if such Schedule is replaced in accordance with this Agreement, such replacement Schedule), and true and complete copies of each have been made available to the Administrative Agent;
(ii) neither the Borrower, nor, to the knowledge of the Borrower, any other Person, is in material default or breach in the observance or performance of any material term, covenant or obligation to be performed by the Borrower or such Person under any Material Project Document to which the Borrower or such Person is a party or by which it is otherwise bound;
(iii) subject to the Reservations, each such Material Project Document constitutes a valid and binding agreement of each of the parties to it, is in full force and effect and is enforceable in accordance with its terms, except to the extent enforcement may be affected by bankruptcy, insolvency, fraudulent transfer, reorganisation, moratorium and similar Applicable Laws of Chile affecting creditors’ rights generally and subject to generally applicable principles of equity ; and
(iv) subject to the Reservations, the Borrower has no knowledge of the invalidity of or grounds for rescission, avoidance or repudiation of any such Material Project Document and the Borrower has not received notice of any sanctioning procedure by a Governmental Body or notice of any intention to terminate any such Material Project Document or repudiate or disclaim any transaction contemplated thereby.
(j) Title Property. Schedule H ( Project Real Property ) (or if such Schedules are replaced in accordance with this Agreement, such replacement Schedules) set out a complete and accurate list of the Real Property in which the Borrower has have a right, title or interest.
(k) Title to Material Assets. The Borrower, subject to Permitted Encumbrances:
(i) has valid and subsisting leasehold title to all leases of real property and mineral interests included within the Real Property, free of any automatic expiry ( causales de expiracion de pleno derecho );
(ii) has valid possessory and record title to all mineral interests included within the Real Property , free of any automatic expiry ( causales de expiracion de pleno derecho ), except such mineral interests that are leased to the Borrower and are covered under Section 7.1(k)(i); and
(iii) has good, valid and marketable title to all material assets it owns or purports to own, free of any automatic expiry ( causales de expiracion de pleno derecho ), including any other real property interests included within the Real Property and not otherwise included under Sections 7.1(k)(i) and 7.1(k)(ii), and all such assets are held free and clear of all Encumbrances other than Permitted Encumbrances.
(l) Other Collateral; Revenue. All Project Proceeds of the Borrower are free and clear of all Encumbrances, other than Permitted Encumbrances.
(m) Project Property. Without limiting the generality of Section 7.1(j) and 7.1(l):

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(i) the Borrower owns or otherwise has valid rights to use all of, and does not own any material properties or assets servicing the Project, other than the Project Property;
(ii) the Project Real Property constitutes all real property, mineral, surface interests, maritime concessions, and ancillary rights (including rights of access) necessary for the development and mining operations of the Project, in accordance with the Life of Mine Plan;
(iii) save in respect of disposals permitted in accordance with Section 9.13(b)(i)(C), none of the Project Real Property or any Minerals produced from the Project are subject to an option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty, or right capable of becoming an agreement, option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty; and
(iv) other than pursuant to Applicable Laws, there are no restrictions on the ability of the Borrower to exploit the Project Property.
(n) Validity and Maintenance of Project Property. All mining concessions, mineral claims, mineral leases and other mineral rights of the Borrower have been validly granted, and all mining concession, maintenance fees, recording fees, preservation patents and Taxes and all other amounts have been paid when due and payable and all other actions and all other obligations as are required to maintain the Project Property in good standing, have been taken and complied with in all material respects.
(o) No Expropriation. No Expropriation Event has occurred nor has any notice been given or proceeding commenced by a Governmental Body in respect of the Project nor, to the knowledge of the Borrower, is there any intention announced by a Government Body to give any such notice or commence with respect to an Expropriation Event.
(p) Insurance. The Collateral and the businesses and operations of the Borrower are insured in accordance with Section 9.1(i). The Borrower has not breached the terms and conditions of any insurance policies it is required to obtain and maintain in accordance with Section 9.1(i) in any material respect nor failed to promptly give any notice or present any material claim under such policies.
(q) Status of Authorisations.
(i) As of the date of this Agreement, the Authorisations specified in Schedule F ( Material Project Authorisations ) (as such Schedule may be supplemented in writing to the Administrative Agent from time to time by the Borrower) are all Material Project Authorisations (other than such Authorisations as are routine in nature) and reasonably anticipated to be issued in the ordinary course of business.
(ii) As of the date of this Agreement, subject to applicable Reservations all Material Project Authorisations specified in Part A of Schedule F ( Material Project Authorisations ):
- (A) have been lawfully obtained, taken, given or made;
- (B) are valid and in full force and effect and admissible into evidence in the courts of Chile;
- (C) are not subject to appeal or similar proceeding by or before any Governmental Body; and
- (D) are free from conditions or requirements that have not been met or complied with where the failure to so satisfy may allow for the material modification or revocation

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thereof.

(iii) On any date on which this representation is made or deemed made from and after the Financial Closing Date, subject to applicable Reservations:
- (A) any Material Project Authorisations specified in Part A or Part B of Schedule F ( Material Project Authorisations ) that are required by Applicable Law to be in effect as of the date on which such representation is made or deemed to have been made:
  - (I) have been duly obtained, taken, given or made;
  - (II) are valid and in full force and effect and admissible into evidence in the courts of Chile;
  - (III) are not subject to appeal or similar proceeding by or before any Governmental Body; and
  - (IV) are free from conditions or requirements that have not been met or complied with where the failure to so satisfy may allow the material modification or revocation thereof; and
- (B) with respect to any Material Project Authorisation specified in Part B of Schedule F ( Material Project Authorisations ) that is not required under Applicable Law to be in effect as of the date on which such representation is made or deemed to be made, the Borrower has applied (or will apply) for all such Material Project Authorisations and has no reason to believe that it will not obtain those Material Project Authorisations by the date on which such Material Project Authorisation is required (x) to develop, construct, own, finance or operate the Project or (y) to perform any obligations under any Transaction Document or that those Material Project Authorisations will be subject to any conditions or requirements that cannot be met or complied with;
(iv) except for rights that can reasonably be expected to be obtained on commercially reasonable terms at the time required, the Material Project Documents contain all rights that are necessary for the conduct of the Business of the Borrower as contemplated by the Transaction Documents.
(v) As of the Financial Closing Date, each Authorisation that is necessary under the laws governing any Security Document to which it is a party or otherwise applicable given the location of the Project Property subject to such Security Document for the Finance Parties’ exercise of any rights of foreclosure, transfer, sale, assignment or set-off in respect of any of the Security pledged by it for the benefit of the Finance Parties pursuant to such Security Document are set forth in Part A of Schedule F ( Material Project Authorisations ).
(vi) The Project, if constructed in accordance with the Construction Plan, Budget and Schedule, the Life of Mine Plan and otherwise developed as contemplated by the Material Project Documents, will conform and comply with all covenants, conditions, restrictions and reservations of any such Authorisations and all Applicable Laws.
(r) Bank Accounts. The Borrower has no bank accounts other than (x) the Project Accounts set out in the Accounts Agreement, (y) the Distribution Account, and (z) such other bank accounts established from time to time with the prior written consent of Administrative Agent (acting upon the instructions of the Majority Senior Lenders).
(s) Applicable Laws; Conduct of Operations. Subject to applicable Reservations, to the knowledge of the Borrower, the Borrower, including in the conduct of operations at the Project, is and has been in compliance in all material respects with all Applicable Laws.

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(t) Sanctions.

(i) Neither: (A) the Borrower, nor any of its directors, officers, employees or agents, is a Sanctions Target; and (B) the Borrower, nor any of its directors, officers, employees or agents, has engaged in, nor, to the knowledge of the Borrower, having made due and careful enquiry, intends to engage in the future in, any dealings, with, involving or for the benefit of a Sanctions Target.
(ii) The Borrower, and to the knowledge of the Borrower, its directors, officers, employees and agents (acting in their official capacities in connection with the Project), are in compliance with Sanctions.
(iii) The Borrower has implemented and maintains policies and procedures designed to promote and achieve compliance with Sanctions.
(iv) The Borrower, nor any of its directors, officers, employees or agents is or has been, subject to any action, litigation, claim, investigation or proceeding with regard to any actual or alleged violation of Sanctions or has committed an act or omission which is found by a court of competent jurisdiction to constitute an offence under applicable Sanctions.
(v) The Borrower has not, directly or indirectly, used any part of any proceeds of the Loans or lent, contributed or otherwise made available such proceeds to any subsidiary, joint venture partner or any other person (A) to fund or facilitate any activities or business of, with or involving any Sanctions Target or (B) in any manner that would constitute or give rise to a violation of Sanctions by any Person, including any Finance Party, or (C) in any manner that would expose any Person, including any Finance Party to the risk of adverse measures pursuant to Sanctions, provided that in relation to each Restricted Lender, the representations provided for in this Section 7.1(t) shall only apply for the benefit of that Restricted Lender to the extent that it would not result in any violation of the EU Anti-Boycott Regulations.

(u) Anti-Corruption Laws.

(i) Neither the Borrower, nor any of its directors, officers, employees or agents has taken any action or committed any omission, directly or indirectly, which has been found, or to the knowledge of the Borrower, having made due and careful enquiry, that would constitute or give rise to a violation by such Persons, of Anti-Corruption Laws.
(ii) The Borrower has implemented and maintains policies and procedures designed to promote and achieve compliance with Anti-Corruption Laws.
(iii) Neither the Borrower, nor any of its directors, officers, employees or agents is or has been, subject to any action, litigation, claim, investigation or proceeding with regard to any actual or alleged violation of Anti-Corruption Laws or has committed an act or omission which is found or is likely to be found by a court of competent jurisdiction to constitute an offence under applicable Anti-Corruption Laws or the subject of Equivalent Measures in relation to contravening any applicable Anti-Corruption Laws.
(iv) The Borrower has not used directly or indirectly any part of any proceeds of the Loans for any Prohibited Payment or Prohibited Practice.

(v) AML Legislation.

(i) Neither the Borrower nor its directors, officers, employees or agents has taken any action or committed any omission, directly or indirectly, which has been found, is likely to be found by a court of competent jurisdiction to constitute an offence under applicable AML Legislation.

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(ii) The Borrower has implemented and maintains policies and procedures designed to promote and achieve compliance with AML Legislation.
(iii) Neither the Borrower nor any of its directors, officers, employees or agents is or has been, subject to any action, litigation, claim, investigation or proceeding with regard to any actual or alleged violation of applicable AML Legislation or has committed an act or omission which is found or is likely to be found by a court of competent jurisdiction to constitute an offence under applicable AML Legislation.
(iv) The Borrower has not used any part of any proceeds of the Loans for any activity that would constitute or give rise to violation of applicable AML Legislation.
(w) Environmental Compliance. Without limiting the generality of Sections 7.1(q) and 7.1(s):
(i) the Borrower has:
- (A) conducted each EIA in accordance with the applicable Environmental and Social Laws and Environmental and Social Requirements; and
- (B) delivered a copy of each EIA to the Administrative Agent.
(ii) the conduct of the design, construction, operations and business of the Project by the Borrower is:
- (A) in compliance in all material respects with all Environmental and Social Requirements (other than applicable Environmental and Social Laws);
- (B) in compliance with all applicable Environmental and Social Laws,
- (C) in accordance in all material respects with the actions and time schedules established in the ESAP and any Corrective Action Plan as applicable; and
- (D) in compliance with the requirements of any order or other Authorisation in respect of the Project;

unless any non-compliance with (A) or (B) or (C) or (D) above (x) constitutes an individual Minor E&S Non-Compliance Event or (y) is the subject of corrective actions under Sections 9.6(g) and 9.6(h), a Corrective Action Plan or the ESAP; and

(iii) the Borrower has obtained, and currently holds in full force and effect, all Authorisations for the time being required to be held under applicable Environmental and Social Laws as necessary to develop and operate the Project at its current stage of development or to conduct any other exploration, development, drilling or mining operations currently being conducted by it, save where the absence of the same would not have a Material Adverse Environmental and Social Effect, or adversely impact the Project operations to the effect of preventing compliance with the Mine Closure Plan in effect at the time;
(iv) since the Acquisition Date, save as disclosed in Schedule Q ( Hazardous Substances and Other Environmental Disclosures ) no Hazardous Substances have been generated, used, treated, recycled, stored on or transported to or from, or Released on, or to the knowledge of the Borrower are migrating from or are present on all or any portion of the Project (including the Project site) except to the extent any such Hazardous Substance:
(A) could not reasonably be expected to result in an Environmental Claim against the Borrower or with respect to the Project or could reasonably be expected to result in an Environmental Claim that would constitute a Minor E&S Non-Compliance

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Event or has resulted in any Environmental Claim that has been notified in accordance with Sections 9.4(a) and 9.4(a)(ii)); or

(B) are the subject of corrective measures or actions under the ESAP, or for which a Corrective Action Plan has been proposed and implemented with respect to such Hazardous Substances before the date of this Agreement;
(v) neither the Borrower nor any of the Project Property, is subject to any pending or, to the knowledge of the Borrower, threatened material Environmental Claim, and, to the knowledge of the Borrower there is no basis for any such material Environmental Claim, including any:
(A) claim, notice, complaint, allegation, investigation, order, each in writing, that relates to the Environment, natural resources, Hazardous Substances, human health or safety matters or any other matter covered by the Environmental and Social Requirements (including the Closure Plan), and in each case which would reasonably require or result in any material work, repairs, rehabilitation, reclamation, remediation, construction, obligations, liabilities or expenditures; or
(B) demand, order, notice from or prosecution by or before a governmental body of Chile with respect to any matter covered by Environmental and Social Requirements (including the Closure Plan), including any other applicable laws, respecting the use, Release, storage, treatment, transportation, rehabilitation, reclamation, remediation or disposition of, or exposure to, any Hazardous Substance from the Project site,

other than, in each case, as disclosed in Schedule Q ( Hazardous Substances and Other Environmental Disclosures ) together with details of notification of such Environmental Claim pursuant to Sections 9.4(a) and 9.4(b) and, if already agreed, reference to the relevant Corrective Action Plan;

(vi) the Borrower has made available to the Administrative Agent, the Independent Environmental and Social Consultant, and the Environmental and Social Agent any material environmental and social audit, assessment, study or test which it possesses or has custody or control over relating to the Project and which has been conducted by external advisers (subject to confidentiality restrictions) since the Acquisition Date (including any environmental and social impact assessment study reports and any other material environmental or social information related to the Project or any adjoining property over which the Project or the Project site enjoys any rights of which the Borrower is aware);
(vii) the Borrower has provided to the Administrative Agent and the Environmental and Social Agent a true and complete copy of the HSEC Policy in effect as of the date of this Agreement and the HSEC Policy addresses (or otherwise sets forth a plan to address) the matters covered by Environmental and Social Requirements as it pertains to health, safety, environmental, community and related operational matters;
(viii) there are no material environmental liabilities in respect of the operations at the Project other than those identified in any Authorisations (including any Environmental Licences), Corrective Action Plan, ESMPs, and ESAP or as disclosed in Schedule Q ( Hazardous Substances and Other Environmental Disclosures );
(ix) to the knowledge of the Borrower, there are no pending or, proposed (in writing) changes to the Environmental and Social Laws or Authorisations and Environmental Licences that would render illegal or materially impair the conduct of operations (taken as a whole) at the Project (taken as a whole) before the Final Maturity Date, or that could otherwise reasonably be expected to result in a Material Adverse Effect or Material Adverse Environmental and Social Effect; and

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(x) to the knowledge of the Borrower, having made due and careful enquiry, all information disclosed by the Borrower to the Administrative Agent in connection with the Project with respect to Environmental and Social Matters, was true and correct in all material respects as at the time given and nothing has occurred that, to the Borrower’s knowledge, would render such information untrue or incorrect in any material respects.
(x) Community Matters
(i) Save as disclosed to the Administrative Agent, from the period commencing the Acquisition Date, the Borrower’s consultation and dealing with any Affected Persons regarding the proposed exploration, development, operating, closure and rehabilitation of the Project Property (and with which the Project is required to consult, in accordance with applicable laws and the applicable Environmental and Social Requirements), and the Project has been conducted in a structured and culturally appropriate manner as envisaged by the Environmental and Social Requirements.
(ii) Save as disclosed to the Administrative Agent, since the Acquisition Date, the Borrower has not received notice from any Affected Persons that the Project Property or the Project is subject to any claim, loss or liability in respect of any Environmental and Social Matters that is individually, or in the aggregate, material and, to the knowledge of the Borrower, there are no current or pending claims, losses or liabilities in respect of any Environmental and Social Matters materially affecting the Project Property or the Project.
(iii) Save as disclosed to the Administrative Agent, since the Acquisition Date, the Borrower has not received notice of any legal claim or is not aware of any current or pending legal claim, written or oral, whether proven or unproven, from any Affected Persons, or persons acting on their behalf, with respect to any title (including collective title), rights or other interests in respect of any Environmental and Social Matters which could reasonably be expected to be proven and to adversely affect the Project if such claim or assertion were proven.
(iv) The Borrower has disclosed to the Administrative Agent all Affected Persons, and all other material information, correspondence, notices and other documents from or involving such Affected Persons, or persons acting on their behalf, in each case of which it has knowledge in respect of any Environmental and Social Matters .
(v) The Borrower has not entered into any written or oral agreements with any Affected Persons, to provide benefits, pecuniary or otherwise, with respect to the Project at any stage of development.
(vi) The Borrower has not offered any Affected Persons any benefits with respect to the Project at any stage of development, other than as part of any broad community strategy pursuant to the Environmental and Social Requirements other than as part of any broad community strategy pursuant to the Environmental and Social Requirements.
(y) ESMPs. The ESMPs contain summary descriptions of the environmental and social aspects of the Project Property and the development and operation of the Project as now conducted and as currently proposed to be conducted until the Final Maturity Date. As at the date of each ESMP, all matters and commitments required to be addressed pursuant to the relevant EIA and Environmental and Social Requirements, as applicable, have been addressed in the relevant ESMP.
(z) Costs of compliance . The cost of compliance with the Environmental and Social Requirements as known as at the date of this Agreement is adequately provided for in the Base Case Financial Model.
(aa) Employee and Labor Matters . The Borrower is in material compliance with all Applicable Laws

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of Chile and Performance Standards in respect of employment and employment practices, terms and conditions of employment, pay equity and wages; there is not currently any labour disruption or conflict involving the Borrower or directly affecting the Project.

(bb) Taxes .

(i) The Borrower has filed or caused to be filed all Tax Returns required to be filed by it, and has paid all material Taxes shown to be due and payable on such Tax Returns, except for any such Taxes, the payment of which is being Contested, and there are no material disputes pending or threatened with any government tax authority in Chile.
(ii) No filing or stamp Taxes are validly imposed by any taxing authority of Chile with respect of the execution of the Finance Documents or any payment made by the Borrower under the Finance Documents or with respect to any ECA Guarantee, other than:
- (A) the stamp tax payable pursuant to Decree Law No. 3,475 of 1980 of Chile (as amended from time to time), which stamp tax applies as of the date hereof at the rate of 0.8% over the principal of the Loan; and
- (B) the filing with the Chilean Internal Revenue Service ( Servicio de Impuestos Internos ) of information regarding (x) Taxes withheld in connection with interest payments, and (y) payment of fees and commissions made to non-domiciled or non-resident Persons, in each case on the dates determined by the Chilean Internal Revenue Service for each Fiscal Year.
(cc) Intellectual Property. The Borrower owns, licenses or otherwise has the right to use all material licences, Authorisations, patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, copyright applications, franchises, Authorisations and other intellectual property rights that are necessary for the operation of its business, or the Project.
(dd) Books and Records. The minute books and corporate records of the Borrower are true and correct in all material respects and contain all minutes of all meetings and all resolutions of the shareholders or directors (or any committee thereof), as applicable, of the Borrower (and true and correct copies thereof have been provided by the Borrower to the Administrative Agent).
(ee)

Financial Statements and Financial Model.

(i) The Borrower’s initial Financial Statements delivered pursuant to (as applicable) paragraph 12 of Part I ( Conditions Precedent to Effective Date ) of Schedule B ( Conditions Precedent ) or paragraph 10 of Part II ( Conditions Precedent to Financial Closing Date ) of Schedule B ( Conditions Precedent ) have been prepared in accordance with IFRS applied on a consistent basis throughout and complied, as of the date specified therein, and such Financial Statements present fairly, in all material respects, the financial condition of the Borrower, as at the date specified therein and for the period then ended.
(ii) The Base Case Financial Model has been prepared based on assumptions believed in good faith by the Borrower to be reasonable in light of the circumstances in which they were made.
(ff) Absence of Change. Since the date of the Financial Statements delivered pursuant to paragraph 12 of Part I ( Conditions Precedent to Effective Date ) of Schedule B ( Conditions Precedent ) or paragraph 10 of Part II ( Conditions Precedent to Financial Closing Date ) of Schedule B ( Conditions Precedent ), there has been no event, change or effect which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.
(gg) Affiliate Transactions. Except for the Transaction Documents and the Contracts disclosed in Schedule J ( Affiliate Transactions ) or in writing by the Borrower to the Administrative Agent prior to

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the date of this Agreement or as permitted by this Agreement after the date of this Agreement, the Borrower has not entered into any Contract with any Affiliate on terms that are less favourable to the Borrower than terms that could be obtained by the Borrower in a market-standard arm's length Contract with a person who is not an Affiliate of the Borrower.

(hh) Other Contracts. The Borrower has not entered in any material Contracts relating to the Project (other than the Transaction Documents) that have not been disclosed in writing to the Administrative Agent (on behalf of the Senior Lenders) or the ECAs.
(ii) No Liabilities. The Borrower has no material liabilities, contingent or otherwise, other than those reflected in the Financial Statements.
(jj) Litigation. There are no material investigations, actions, suits or proceedings at law or in equity or by any Person by or before any Governmental Body pending or, to the knowledge of the Borrower, threatened against or directly affecting the Borrower (or any of its properties or assets) that are likely to be adversely determined and, if so adversely determined, would have a material impact on the ability of the Borrower to develop or operate the Project and, to the knowledge of the Borrower, there is no ground on which any such investigation, action, suit or proceeding might be commenced.
(kk) Debt Instruments. The Borrower does not have any Debt other than Permitted Indebtedness.
(ll) No Subordination. There is no Contract to which the Borrower is a party or by which it or any of its properties or assets may be bound that requires the subordination in right of payment of any of the Obligations under the Finance Documents and the ECA Guarantee to any other obligation of it.
(mm) No Default. No Potential Event of Default or Event of Default has occurred and is continuing, or is occurring, under, or as a result of entering into, any Transaction Document.
(nn) Disclosure. All information that has been prepared by or on behalf of the Borrower and disclosed in writing to the Finance Parties and the ECA Guarantor (or any one of them) pursuant to or in connection with the Transaction Documents, is, as of the date such information was given or made, when taken as a whole and in light of all relevant circumstances, true, complete and accurate in all material respects.
(oo) Rank of Debt. The obligations of the Borrower under the Finance Documents to which it is a party to pay the Loans and any and all other amounts due under such Finance Documents constitute direct, general, unsubordinated and unconditional senior obligations of the Borrower and will at all times, subject to the Collateral Agency and Intercreditor Deed, rank at least equal in right of payment with all other present and future indebtedness and other obligations of the Borrower, except for any obligations which have priority under the laws of Chile.
(pp) No Immunity. Neither the Borrower nor any of its property or assets have any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgement, attachment in aid of execution, execution, set-off or otherwise) under the laws of the United States, England, Chile or other relevant jurisdiction in respect of its material obligations under the Finance Documents. To ensure the legality, validity, enforceability or admissibility into evidence in England, Chile and the United States of the Finance Documents, it is not necessary that the Finance Documents or any other document be filed or recorded with any Governmental Body in England, Chile or the United States (except, in the case of Chile, for the translation into Spanish of the Finance Documents by an approved translator). Each Note, when duly executed and delivered, constitutes a título ejecutivo under the Applicable Laws of Chile. The submission to jurisdiction, appointment of the process agent, consents and waivers by the Borrower in Section 23.10 ( Governing Law; Jurisdiction ) of this Agreement are valid and irrevocable.
(qq) Development Plan. The Development Plan contains (i) summary descriptions of the Project

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Property and the development and operation of the Project as proposed to be conducted throughout the life of the mine and (ii) a Closure Plan.

(rr) Valid Security Interests. Subject to applicable Reservations, the security interests created by the Security Documents constitute legal, valid, binding and enforceable security interests.
(ss) Use of Proceeds . The proceeds of all Utilisations have been used in accordance with the terms and conditions of this Agreement and all applicable Finance Documents.
(tt) Offtake Contracts.
(i) The aggregate quantities committed under the Offtake Contracts entered into on or before the Financial Closing Date together represent at least 70% of the Borrower’s forecast copper concentrate production over the term of the Facilities as set out in the Base Case Financial Model delivered on the Financial Closing Date; or
(ii) Other than on the Financial Closing Date, if the aggregate quantities committed under the Offtake Contracts entered into on or before the Financial Closing Date together do not represent at least 70% of the Borrower’s forecast copper concentrate production over the term of the Facilities as set out in the Base Case Financial Model delivered on the Financial Closing Date, the Borrower is actively pursuing a Replacement Offtake Contract.
(uu) Tailings Management Facilities. The Tailings Management Facilities shall be designed, constructed, operated, managed and monitored in accordance with the GISTM Standards.
(vv)

Governing law and enforcement

Subject to the Reservations:

(i) the choice of governing law of the Finance Documents will be recognised and enforced in Chile;
(ii) any judgment obtained in relation to a Finance Document in the relevant jurisdiction as specified in that Finance Document for the settlement of disputes thereunder will be recognised and enforced in Chile; and
(iii) any arbitral award obtained in relation to a Finance Document in the relevant seat of that arbitral tribunal specified in that Finance Document for the settlement of disputes thereunder will be recognised and enforced in Chile.

7.2 Survival of Representations and Warranties

The Repeating Representations are deemed to be made to each Finance Party by reference to facts and circumstances then existing on the date of each Utilisation Request, each Utilisation Date, and each Hedging Transaction Date notwithstanding any investigation made at any time by or on behalf of a Finance Party.

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ARTICLE 8 SECURITY

8.1 Security Documents

(a) As security for the due and punctual payment of all of the Obligations, the Borrower shall (or, as applicable, shall cause Mantos Holding to) on or prior to the Effective Date and subject to perfection in accordance with the timelines provided under Section 9.1(u) ( Perfection of Security ):
(i) grant, or cause to be granted, a continuing security interest and a legal, valid and perfected Encumbrance in favour of the relevant Collateral Agent over all of the Collateral (subject only to Permitted Encumbrances and Permitted Asset Dispositions), and shall deliver or cause the Security Documents to be delivered to the relevant Collateral Agent, for the benefit of the Finance Parties, in form and substance satisfactory to counsel to the Finance Parties;
(ii) cause a Notary Public to register the Onshore Commercial Pledge over Borrower’s Shares (Mantos Holding) and the Onshore Pledge without conveyance over Borrower’s Shares (Mantos Holding) in the Borrower’s shareholders’ ledger held with the Depósito Central de Valores ; and
(iii) deliver to the Onshore Collateral Agent the certificates issued by the Depósito Central de Valores in respect of their respective shares pledged under the Onshore Commercial Pledge over Borrower’s Shares (Mantos Holding) and the Onshore Pledge without conveyance over Borrower’s Shares (Mantos Holding).
(b) As security for the due and punctual payment of all of the Obligations, the Borrower shall (or, as applicable, shall cause MMC to), after MMC subscribes for certain share capital of the Borrower and becomes a Shareholder and as soon as possible after delivery of the Hedge Completion Notice (as defined in the Irrevocable Payment Instruction) but no later than the Financial Closing Date:
(i) cause a Notary Public to register the Onshore Commercial Pledge over Borrower’s Shares (MMC) and the Onshore Pledge without conveyance over Borrower’s Shares (MMC) in the Borrower’s shareholders’ ledger held with the Depósito Central de Valores ; and
(ii) deliver to the Onshore Collateral Agent the certificates issued by the Depósito Central de Valores in respect of their respective shares pledged under the Onshore Commercial Pledge over Borrower’s Shares (MMC) and the Onshore Pledge without conveyance over Borrower’s Shares (MMC).
(c) The Borrower shall cause to be delivered to the Administrative Agent and the ECA Agent the deliverables contemplated in paragraph 3 of Schedule B Part I and paragraph 3 of Schedule B Part II within the timeframes set out in such paragraphs.

8.2 Further Assurances - Security

The Borrower shall take, or cause to be taken, such action and execute and deliver or cause to be executed and delivered to the Collateral Agents such agreements, documents and instruments as the Administrative Agent or the Collateral Agents shall reasonably request, and shall promptly provide evidence of such execution and filing within forty-five (45) days of the effective date of each such Security Document (other than in the case of any Onshore Mortgage, in which case such evidence shall be provided within ninety (90) days of the effective date of each such Onshore Mortgage) to the Administrative Agent and each Collateral Agent, and with regard to perfection, in accordance with the timelines provided under Section 9.1(u) ( Perfection of Security ).

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8.3 Security Effective Notwithstanding Date of the Loans

(a) The Security shall be effective and the undertakings in this Agreement and the other Finance Documents with respect to any of them shall be continuing, whether the monies secured by them shall be advanced before or after or at the same time as the creation of any such Security or before or after or upon the date of execution of this Agreement.
(b) The Security shall not be affected by any payments under this Agreement or any of the other Finance Documents, but shall constitute continuing security interests to and in favour of the applicable Collateral Agent for the benefit of the Finance Parties for the Obligations from time to time.

8.4 No Merger

The Security shall not merge in any other security interests. No judgement obtained by or on behalf of the Finance Parties shall in any way affect any of the provisions of this Agreement, the other Finance Documents, ECA Guarantee or the Security. For greater certainty, no judgement obtained by or on behalf of the Finance Parties shall in any way affect the obligation of the Borrower to pay interest or to pay other amounts at the rates, times and in the manner provided in this Agreement.

8.5 Stockpiling

If the Borrower intends to stockpile, store, warehouse or otherwise place Minerals or other minerals forming part of the Collateral with a value in excess of $10,000,000 off the Project Real Property, before doing so, the Borrower shall obtain from the property owner, operator or both, as applicable, where such stockpiling, storage, warehousing or other placement occurs, to provide in favour of the Collateral Agents a written acknowledgement in form and substance satisfactory to the Administrative Agent, acting reasonably, which provides that the Borrower’s and/or its Affiliates’, as applicable, rights to the Minerals or other minerals forming part of the Collateral shall be preserved and which acknowledges the Finance Parties’ Encumbrances thereon and provides the Collateral Agents with a right of access in the event of enforcement by the Collateral Agents of the Security.

8.6 Direct Agreements

The Borrower shall use reasonable endeavours to cause the counterparty to any Additional Material Project Document to enter into a Direct Agreement within sixty (60) days of the execution of the applicable Additional Material Project Document.

ARTICLE 9 COVENANTS

9.1 Affirmative Covenants

The Borrower shall:

Use of Proceeds

(a) use the proceeds of the Loans solely for the purpose set out in Section 2.4 or the relevant Facility Agreement, as applicable;

Punctual Obligations.

(b) duly and punctually pay the Obligations at the times and places and in the manner required by the terms of the Finance Documents;

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Corporate matters.

(c) maintain, subject to the requirements of Applicable Law, its corporate existence; keep proper books of account and records; maintain its good standing status (if applicable) at all times in all jurisdictions where it carries on business; keep proper books of account and records; and operate its business and construct and operate the Project in accordance with Good Industry Practice and in compliance, in all material respects, with the Life of Mine Plan, the Construction Plan, Budget and Schedule, Applicable Law, Project Authorisations, Material Project Documents, and the Compliance Programmes and solely with respect to Applicable Law, comply with Applicable Law in all material respects unless the Borrower has Contested the applicability of any Applicable Law or the Borrower’s necessity to comply with it;

Tax returns

(d) timely file, or cause to be timely filed, all Tax Returns required to be filed by it and pay, or cause to be paid, all Taxes due and payable by it, whether shown to be due and payable on such Tax Returns or on any assessment received by it or otherwise, except to the extent any such Taxes are being Contested, unless payment of any such Tax that is being Contested is required under Applicable Law;

Project Property.

(e) except as otherwise permitted by this Agreement:
(i) maintain the Project Real Property and the ownership interests of the Borrower in it, in good standing, performing or causing to be performed all required assessment work in respect of the Project Real Property;
(ii) maintain all of the Project Property, including paying or causing to be paid all concession, permit and licence maintenance fees in respect of such Project Property, paying or causing to be paid all rents and other payments in respect of leased properties forming a part thereof and otherwise maintaining the Project Property in compliance, in all material respects, with Applicable Law and Good Industry Practice, except where the failure to maintain such Project Property or make such payment (or cause such payment to be made) or to so own or maintain such Project Property would not reasonably be expected to materially and adversely affect the ownership, operation or safety of the Project;

Material Project Authorisations

(f) obtain, as and when required, and preserve, maintain, and comply with, all Material Project Authorisations which are required to permit the Borrower to:
(i) build, develop and operate the Project as contemplated by the Life of Mine Plan, the Construction Plan, Budget and Schedule, and carry out the Business;
(ii) perform its obligations under the Transaction Documents to which it is a party; and
(iii) maintain the Project’s copper cathode LME registration.

Compliance with Material Project Documents

(g) comply with the Material Project Documents and exercise all of its rights and discretions under the Material Project Documents, in each case, in all material respects.

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Replacement Offtake Contract

(h) upon the termination or cancellation of an Offtake Contract as contemplated in Section 3.3(e), deliver to the Agents within thirty (30) days of such termination or cancellation, a plan for the replacement of the relevant Offtake Contract with a Replacement Offtake Contract or Replacement Offtake Contracts within one hundred and eighty (180) days of such termination or cancellation, and implement such plan or otherwise execute a Replacement Offtake Contract within that one hundred and eighty (180) day period.

Insurance

(i)
(i) no later than the earliest to occur of: (x) sixty (60) days from the Effective Date; (y) the date of the first Utilisation; and (z) March 31, 2021, keep insured with financially sound and reputable insurance and reinsurance companies all of its Collateral (including the Project Property) in amounts and against losses or damages on a basis consistent with Good Industry Practice, Applicable Law, and, to the extent available on commercially reasonable terms, as set forth in and in accordance with Schedule K ( Insurances ) (except in respect of the deductibles in respect of the “Construction All Risks” Insurance referred to in paragraph 1 of Part 1 Appendix A of Schedule K ( Insurances ) and the “Material Damage All Risks” Insurance referred to in paragraph 1 of Part 2 of Appendix A of Schedule K ( Insurances ), to which Clause 9.1(i)(ii) shall apply) and cause:
(A) the policies of insurance referred to above to contain customary endorsements for the benefit of the Collateral Agents (as applicable) in the form required pursuant to Schedule K ( Insurances ) ;
(B) the policies of reinsurance to be assigned to the Offshore Collateral Agent for the benefit of the Secured Parties and each participating reinsurer to acknowledge such assignment, all in a form acceptable to the Administrative Agent acting reasonably, and include, among other things, a provision that such policies will not be cancelled without thirty (30) days’ prior written notice being given to the Administrative Agent and the Offshore Collateral Agent by the issuers thereof or be amended in any manner which is prejudicial to the Secured Parties; or
(C) the Collateral Agents, the Administrative Agent and the other Secured Parties to be named as an additional insured including with respect to public liability insurance;
(D) the Onshore Collateral Agent to be named as loss payee of all indemnification proceeds under all insurance and reinsurance policies in accordance with the loss payee provisions in Part 1 and Part 2, Appendix B of Schedule K ( Insurances );
(E) all claims under such insurance to be diligently pursued by it;
(F) each Offshore Reinsurance Security Agreement to be executed and delivered to create perfected first priority security interests in the policies of reinsurance in favour of the Secured Parties; and
(G) to be provided to the Independent Insurance Consultant all information with respect to the insurances, reinsurances and endorsements described in this Section to enable the Independent Insurance Consultant to provide to the Administrative Agent its insurance report.
(ii) in respect of the “Construction All Risks” Insurance referred to in paragraph 1 of Appendix A of Schedule K ( Insurances ) and the “Material Damage All Risks” Insurance referred to in

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paragraph 1 of Part 2 of Appendix A of Schedule K ( Insurances ), no later than 180 days following the Effective Date and at four monthly intervals thereafter, or if there has been, in the opinion of the Independent Insurance Consultant, a material change in the terms and conditions in respect of deductibles available to insureds in the insurance market for mining projects of similar size, scope, jurisdiction and complexity as the Project, the Borrower shall use commercially reasonable endeavours (to the satisfaction of the Administrative Agent in consultation with the Independent Insurance Consultant and the Borrower) to renew or amend the policies of insurance and reinsurance delivered as a condition precedent to the Effective Date in accordance with Schedule B ( Conditions Precedent ), Part I ( Conditions Precedent to Effective Date ), paragraph 6.1 ( Insurances ) ( Effective Date Insurance Policies ) to include deductibles as set out in Appendix A of Schedule K ( Insurances ), and shall so renew or amend (as applicable) such policies if such policies are available on Commercially Reasonable Terms and the applicable premia on such policies as a result of the inclusion of such deductibles are no more than 135% of the premia on the relevant Insurance before the inclusion of such deductibles (as applicable); and

(iii) from the date of this Agreement until the insurances and reinsurances are replaced or amended so as to comply with Section 9.1(i)(i) keep insured with financially sound and reputable insurance and reinsurance companies all of its Collateral (including the Project Property) in amounts and against losses or damages on a basis that is consistent with Good Industry Practice and Applicable Law, and that is in accordance with the schedule of insurance as set out in the broker’s letter of undertaking and the schedule of reinsurance as set out in the broker’s letter of undertaking in each case in each case delivered to the Administrative Agent as a condition precedent to the Effective Date and:
(A) cause the Collateral Agents, the Administrative Agent and the other Secured Parties to be named as an additional insured, including with respect to public liability insurance;
(B) cause the Onshore Collateral Agent to be named as loss payee of all indemnification proceeds under all insurance policies (other than with respect to liabilities to third parties, that are payable directly to such third parties);
(C) use best efforts (evidenced in a manner reasonably satisfactory to the Independent Insurance Consultant and the Insurance Agent) to ensure that the policies of insurance and reinsurance referred to in this Section 9.1(i)(iii) contain a multiple insured clause (including waiver of subrogation), a customary cut-through (nonvitiation) clause, and notices of cancellation, suspension and changes in cover and notice of claims clauses, for the benefit of the Collateral Agents (as applicable) in form and substance satisfactory to the Administrative Agent and the Collateral Agents; and
(D) diligently pursue all claims under such insurance.

Evidence of insurance

(j) provide the Administrative Agent as soon as reasonably practicable with such evidence of insurance as the Administrative Agent may from time to time reasonably required to evidence compliance with the insurance requirements of this Agreement.

Site visits

(k)
(i) The Borrower shall, in compliance with the applicable health and safety procedures maintained by the Borrower in accordance with the Environmental and Social Requirements, permit the following Persons, at the cost and expense of the Borrower, to

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enter into or onto the Project site, and on each occasion, among other things, to conduct inspections and testing, to inspect any of the Collateral as well as any environmental and social records of the Borrower and (solely to assess the financial impact on the Project of compliance with Environmental and Social Requirements or otherwise relating to Environmental and Social Matters relevant to the Project) to examine its financial books, accounts and records and discuss its financial condition with its senior officers and its auditors, in each case upon reasonable advance notice in writing and subject to the conditions of this Section 9.1(k).

(ii) prior to the Project Completion Date the following parties and number of listed representatives shall be entitled to two visits per Fiscal Year, at or around six monthly intervals:
(A) up to two representatives of the Environmental and Social Agent;
(B) up to three representatives of the Independent Environmental and Social Consultant;
(C) up to one representative selected by and among the Administrative Agent, the Collateral Agent and the Senior Lenders;
(D) up to two representatives of the ECA Guarantor (including its assignees); and
(E) up to four representatives of the Independent Technical Consultant and Independent Tailings Consultant and up to two representatives of the Technical Agent, as determined based on the expertise required for such site visit, shall be entitled to visit the Project site up to once per Fiscal Quarter until the Project Completion Date; and
(F) up to two representatives of each of the Independent Consultants (in addition to the Independent Environmental and Social Consultant and the Independent Technical Consultant and the Technical Agent) as determined based on the expertise required for such site visit with the prior written consent of the Borrower, and which such consent shall not be unreasonably withheld, may visit the Project site as many times as the Majority Senior Lenders may reasonably request for the purpose of determining whether Project Completion has occurred;
(iii) On and after the Project Completion Date, the parties and number of listed representatives detailed at Section 9.1(k)(ii) shall be entitled to one Project site visit per Fiscal Year, approximately on an annual basis; and
(iv) At a time to be coordinated with the Borrower which may be prior to or following the Project Completion Date, one representative of the Independent Insurance Consultants shall be entitled to a single visit to the Project site,

in the case of paragraphs (ii), (iii) and (iv) above, upon reasonable prior written notice to the Borrower from any of the Administrative Agent (for itself of or on behalf of the representative referred to under paragraphs (E) and (F)), a Senior Lender, the Environmental and Social Agent, the ECA Agent on behalf of the ECA Guarantor (as applicable), or the Independent Environmental and Social Consultant; and

(A) at all times, with prior notice, if an E&S Non-Compliance Event has occurred in accordance with Section 9.6(g);
(B)
at all times and without notice if:
(I) an Event of Default shall have occurred and be continuing; or

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(II) any of the actions that are contemplated in the Event of Default set out in section 11.1(k) ( Abandonment and Suspension ) shall have occurred and be continuing,

the following parties shall be entitled to visit the Project site, subject to the number of representatives under Section 9.1(k)(ii) and the conditions of Section 9.1(l):

     - (1) the Technical Agent, if technical expertise is required in respect of the applicable event referred to in paragraph (A) or (B);

     - (2) the Environmental and Social Agent;

     - (3) the Independent Environmental and Social Consultant;

     - (4) the representative(s) of the ECAs (including their assignees);

(v) The number of representatives detailed at Section 9.1(k)(i) - (iii), shall be permitted to be increased with the prior written consent of the Borrower, with such consent to not be unreasonably withheld;
(l) The Project site visits described in Section 9.1(k) shall, in each case, be at the cost and expense of the Borrower, which visits shall be advised in advance and approved by the Borrower, shall occur during normal business hours in a manner that does not unreasonably disrupt the operation of the Project, and shall be in compliance with the applicable health and safety procedures maintained by the Borrower at the time of the visit, and in accordance with the Environmental and Social Requirements, including any social distancing and other access restrictions that may be in place at the Project site at the time as a result of the Covid-19 pandemic or similar pandemic or epidemic, and where:
- (A) applicable health and safety procedures maintained by the Borrower in accordance with the Environmental and Social Requirements, or applicable travel bans imposed as a result of or in connection with the Covid-19 pandemic or other similar pandemic or epidemic prevent any of the in-field visits of the Project site contemplated by Section 9.1(k) from taking place, or
- (B) the Borrower and the Administrative Agent (acting on the instructions of the Majority Senior Lenders) and the ECAs, in consultation with the Environmental and Social Agent and the Independent Environmental and Social Consultant and any representatives requesting Project site visitation in accordance with Section 9.1(k), together determine, taking into consideration Chilean public health, World Health Organisation guidance and applicable Environmental and Social Requirements, that it is unsafe or unadvisable for any of the in-field visits of the Project site contemplated by Section 9.1(k) to take place,

the Borrower shall be entitled to utilise reasonable alternative means to facilitate such visitations, including organising remote visits by any appropriate live remote access medium of its choosing (remote videoconferencing combined with visual aids such as photography from the Borrower, orbital satellite imagery and real-time video or other communication with the Borrower’s and/or other stakeholder’s personnel moving around the site). The parties entitled to Project site visits described in Section 9.1(k) shall use reasonable endeavours to coordinate and group visits so as to minimize individual visits.

Environmental and Social Non-Compliance

(m) Where an instance of non-compliance with the Environmental and Social Requirements has been identified and has come to the attention of the Borrower, the Borrower shall:

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(i) conduct such environmental remedial activities, and
(ii) conduct and pay for any environmental investigations, assessments or remedial activities with respect to any of the Project Property owned or leased by them that are affected by the non-compliance, in each case which:
(A) a person acting in accordance with the Environmental and Social Requirements (including the Closure and Rehabilitation Plan) would conduct in similar circumstances to meet its environmental responsibilities (including pursuant to any Environmental Licence, the ESAP and any Corrective Action Plan),
(B) the Administrative Agent, Environmental and Social Agent, or the Collateral Agents may reasonably request, and
(C) is required by the Environmental and Social Laws, Authorisations, Environmental and Social Requirements, or by any Governmental Body of Chile.

Corrective Actions

(n) The Borrower shall promptly:
(i) implement, and comply with, corrective actions agreed with the Administrative Agent/the Environmental and Social Agent (after consultation with the Independent Environmental and Social Consultant) in accordance with Section 9.6(d) or pursuant to the dispute resolution mechanism in respect of an E&S Dispute in accordance with Section 9.6(f);
(ii) implement any action required pursuant to, and comply with, any Corrective Action Plan required in accordance with Section 9.6(h) and effect any immediate action required under Section 9.6(h); and
(iii) notify the Environmental and Social Agent (who may consult with the Independent Environmental and Social Consultant) upon implementation and completion of any Corrective Action Plan and, if applicable, amend the ESMPs accordingly.

Development of the Project

(o) The Borrower shall:
(i) ensure that the only mining activities taking place on the Project site are those under the control and direction of the Borrower in furtherance of the Project save as requested by any competent Governmental Body of Chile; and
(ii) build, develop and operate the Project in compliance with the requirements of any Environmental Licence, order or other Authorisation in respect of the Project.

Compliance with Environmental and Social Laws and Requirements

(p) The Borrower shall comply, and shall ensure that all operations in respect of the Project, as applicable, comply:
(i) with all Environmental and Social Laws (including all Authorisations) then applicable; and
(ii) in all material respects with all other Environmental and Social Requirements then applicable,

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in each case, and as applicable, in accordance with the actions and time schedules established in the ESAP and any Corrective Action Plan. The Borrower shall not be considered in breach of obligations set out in this Section 9.1(p) if it is taking action in connection with a Potential E&S NonCompliance Event in accordance with Sections 9.6(d), or 9.6(f) or a Corrective Action Plan is being or has been, put in place and implemented in accordance with Section 9.6(g) or the Borrower is taking an immediate action required under Section 9.6(h) and, in the reasonable opinion of the Administrative Agent or the Environmental and Social Agent (acting in consultation with the Independent Environmental and Social Consultant) such action is successfully remedying or will successfully remedy any non-compliance with Environmental and Social Laws or Environmental and Social Requirements or such non-compliance constitutes an individual Minor E&S NonCompliance Event.

Compliance with Authorisations

(q) The Borrower shall obtain, as and when required, and preserve, maintain and comply with all requisite Authorisations, Environmental Licences and mine closure obligations under applicable Environmental and Social Laws.

Implementation of Monitoring Procedures

(r) The Borrower shall promptly implement procedures to monitor compliance with and prevent liability under applicable Environmental and Social Requirements, and provide the Independent Environmental and Social Consultant with copies of all environmental and occupational health monitoring reports issued to the Borrower by the applicable governmental authority or regulator at the time of their receipt by the Borrower.

Delivery of applicable Authorisations

(s) The Borrower shall, as soon as practicable following receipt thereof and prior to the date on which it is required by the relevant governmental body of Chile, deliver to the Independent Environmental and Social Consultant and the Debt Finance Parties a certified copy of the applicable Authorisation or Environmental Licence pertaining to each EIA submitted to the relevant governmental body of Chile or municipality or other agency, to obtain such licence.

Environmental Bond and Acceptable Closure Security

(t) The Borrower shall maintain any Environmental Bonds and any other mine closure bonding requirements in full force and effect as and when required in accordance with the Mine Closure Plan and Applicable Laws (without prejudice to the rights of the Borrower to replace Acceptable Closure Security in accordance with the terms of (i) Section 3.4 ( Voluntary Prepayment ); and (ii) the Bonding Facility Agreement, where a Bonding Facility Lender becomes a Defaulting Lender (as defined under the Bonding Facility Agreement)).

Perfection of Security

(u) ensure the perfection and maintenance of the Security in the Collateral by performing all such acts and execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as may be reasonably specified or required under the Finance Documents to perfect and maintain the Security in the Collateral provided that the Borrower shall obtain and deliver to the Collateral Agent:
(i) no later than forty-five (45) days after the execution of each Onshore Pledge Without Conveyance, a certificate of pledge without conveyance ( certificado de prendas vigente ) issued by Servicio de Registro Civil e Identificaciones indicating that each such Onshore Pledge Without Conveyance has been registered;

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(ii) no later than sixty (60) days after the execution of pledges without conveyance over intellectual property or other asset subject to special registrations, evidence of registration of the pledge in the competent registry;
(iii) no later than one hundred and twenty (120) days after the execution of each Onshore Mortgage, evidence of registration of such Onshore Mortgage and prohibition with the competent mortgage registry; and
(iv) no later than ninety (90) days after the execution of each Onshore Pledge without Conveyance over Material Project Document, Onshore Conditional Assignment of Rights under each Material Project Document and Onshore Collection Mandate, evidence of all notices required to perfect such Onshore Pledge without Conveyance over Material Project Document, Onshore Conditional Assignment of Rights under each Material Project Document and Onshore Collection Mandate under Chilean law.
(v) execute and deliver to the Onshore Collateral Agent, acting on behalf of and for the benefit of the Secured Parties:
(i) all declaration deeds or amending documents (as applicable) required in respect of future movables of the Borrower under the Pledge without Conveyance over Existing and Future Equipment and Movable Assets no later than:
- (A) thirty (30) days after the Borrower acquires equipment or other personal property with an individual book value of more than US$2,500,000; or
- (B) to the extent assets acquired have not been required to be subject to such declaration deeds or amending documents (as applicable) pursuant to clause (A) of this Section 9.1(v): (1) prior to the Project Completion Date, thirty (30) days after the closing of each semi-annual period in which the Borrower acquires material equipment or other personal property for an individual book value equal to, or exceeding US$1,000,000, (2) after the Project Completion Date, thirty (30) days after the closing of each calendar year in which the Borrower acquires material equipment or other personal property for an individual book value equal to, or exceeding US$1,000,000; and (3) thirty (30) days after the closing of each calendar year in which the Borrower acquires any other material equipment or other material personal property (whether individually or when taken together) for an individual book value which taken together equal or exceed US$5,000,000.
(ii) evidence of the registration with the competent public registry to the Onshore Collateral Agent within (30) days of the execution of the public instrument referred in sub-paragraph (i) above.
(w) procure that each Shareholder shall execute and deliver to the Onshore Collateral Agent, acting on behalf of and for the benefit of the Secured Parties, (i) all declaration deeds or amending documents (as applicable) required in respect of future Borrower shares under the Pledges without Conveyance over Borrower’s Shares no later than thirty (30) days after the registration of the acquisition of the new shares issued by the Borrower in the name of the relevant Shareholder in the Borrower's shareholders ledger; and (ii) evidence of the registration in the Borrower's shareholders ledger and with the competent public registry within thirty (30) days of the execution of the public instrument referred in sub-paragraph (i) above.
(x) execute and deliver to the Onshore Collateral Agent, acting on behalf of and for the benefit of the Secured Parties, (i) all declaration deeds and other documents required under the Onshore Pledge without Conveyance over Existing and Future Intellectual Property no later than thirty (30) days after the closing of each calendar year in which the Borrower acquires intellectual property; and (ii) evidence of the registration with the competent public registries within sixty (60) days of the execution of the public instrument referred in sub-paragraph (i) above.

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(y) within sixty (60) days of the registration of the acquisition of any additional real property, water right or mining concession with the relevant registrar, (i) execute a public instrument for the granting of an Onshore Mortgage over Real Estate, Onshore Mortgage over Mining Concessions or Onshore Mortgage over Water Rights, as applicable, in form and substance satisfactory to the Onshore Collateral Agent and the Administrative Agent, and (ii) within ninety (90) days of the execution of the public instrument referred in sub-paragraph (i) above, provide evidence of the notarization, filing, perfection and registration with the competent public registry to the Onshore Collateral Agent.
(z) within sixty (60) days of the execution of any Additional Material Project Document, (i) grant an Onshore Pledge without Conveyance over Rights under Material Project Documents, an Onshore Collection Mandate and an Onshore Conditional Assignment in respect of such Additional Material Project Document, and (ii) within thirty (30) days of the execution of the public instrument referred in sub-paragraph (i) above, provide evidence of the notarization, filing, perfection, reregistration with the competent public registry and deliverance of required notices in connection therewith to the Onshore Collateral Agent.
(aa) within:
(i) sixty (60) days of the granting of a Subordinated Intercompany Debt, (i) grant and cause the relevant creditor to grant, an Onshore Pledge without Conveyance over Intercompany Subordinated Debt, an Onshore Subordination Agreement, and (ii) within thirty (30) days of the execution of the public instrument referred in sub-paragraph (i) above, provide evidence of the notarization, filing, perfection, reregistration with the competent public registry and deliverance of required notices in connection therewith to the Administrative Agent and the Onshore Collateral Agent.
(ii) sixty (60) days of the opening of any Onshore Project Account, grant an Onshore Pledge without Conveyance over Monies and Authorised Investments in respect of such Onshore Project Account, and (ii) within thirty (30) days of the execution of the public instrument referred in sub-paragraph (i) above, provide evidence of the notarization, filing, perfection and reregistration with the competent public registry to the Onshore Collateral Agent.

Defend title and interest in Collateral

(bb) warrant and defend the right, title and interest of the Borrower in and to any of the Collateral, and every part thereof, against the claims of any Person, subject only to Permitted Encumbrances;

Sanctions, Anti-Corruption Laws and AML Legislation

(cc) comply with all Sanctions, Anti-Corruption Laws, and AML Legislation, provided that, in relation to each Restricted Lender, this paragraph shall only apply for the benefit of that Restricted Lender to the extent that it would not result in any violation of EU Anti-Boycott Regulations.
(dd) not, directly or indirectly, use any part of any proceeds of the Loans or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or any other person (A) to fund or facilitate any activities or business of, with or involving any Sanctions Target or (B) in any manner that would constitute or give rise to a violation of Sanctions by any Person, including any Finance Party, or (C) in any manner that would expose any Person, including any Finance Party to the risk of adverse measures pursuant to Sanctions, provided that, in relation to each Restricted Lender, this paragraph shall only apply for the benefit of that Restricted Lender to the extent that it would not result in any violation of EU Anti-Boycott Regulations;
(ee) not, directly or indirectly, use any part of any proceeds of the Loans for any Prohibited Payment or Prohibited Practice.
(ff) not, directly or indirectly, use any part of any proceeds of the Loans for any activity that would constitute or give rise to violation of applicable AML Legislation.

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Hedging Strategy

(gg) comply, at all times, with the Hedging Strategy;

Bonding Facility renewal, replacement

(hh) no later than on the eighth (8[th] ) anniversary of the date of the Bonding Facility Agreement, by written notice to the Bonding Facility Agent request an extension of the final maturity date of the Bonding Facility Agreement or any replacement facility to a date falling no earlier than the Final Maturity Date of the ECA Covered Facility Agreement.

Minimum Balance in the Project Accounts

(ii) maintain a balance which is no less than US$90,000,000 in the USD Dollar Proceeds Account until such time as the Administrative Agent has received evidence satisfactory to it that the Borrower is in compliance with Section 9.1(i).

Tailings Management Facilities

(jj) The Tailings Management Facilities shall be designed, constructed, operated, managed and monitored in accordance with the GISTM Standards.

9.2 Financial Covenants

(a) The Borrower shall ensure that from the date that is the first anniversary of the Project Completion Date, and on each Calculation Date thereafter:
(i) the Loan Life Cover Ratio as calculated on such date until the Final Maturity Date is no less than 1.30:1;
(ii) the Historic Debt Service Cover Ratio for the applicable Historic DSCR Measurement Period is no less than 1.20:1; and
(iii) the Reserve Tail Ratio calculated on each such date is no less than 30%.
(b) The financial covenants set out in Section 9.2(a) above shall be calculated tested by reference to each of the Financial Statements delivered pursuant to Section 9.9 ( Quarterly Financial Reporting ), each Compliance Certificate delivered pursuant to Section 9.9(b)(ii) and Section 9.10(a)(ii) and/or calculated in accordance with the then-current Base Case Financial Model.
(c) In the event the Borrower fails to comply with a financial covenant set out in Section 9.2(a)(ii) above as at any Calculation Date, from the beginning of the Fiscal Quarter that such Calculation date is in respect of until the expiration of the 30[th] day following the date that the Compliance Certificate in respect of such Fiscal Quarter is required to be delivered pursuant to Section 9.9(b)(ii) or 9.10(a)(ii), the Borrower shall have the right, to cure such failure (the “ Cure Right ”) no more than three (3) times in aggregate (provided that no such Cure Right may be exercised in consecutive periods) by causing cash net equity or Subordinated Intercompany Debt proceeds, as the case may be, of the Borrower derived from:
(i) an issuance of capital stock or stock equivalents by the Borrower (or from a contribution to the common equity capital of the Borrower) to be contributed, directly or indirectly, as cash common equity to the Borrower; or
(ii) Subordinated Intercompany Debt,
(iii) and upon receipt by the Borrower of such cash proceeds (such cash amount being referred

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to as the “ Cure Amount ”) pursuant to the exercise of such Cure Right, such Financial Covenant shall be recalculated by taking into account such Cure Amount for the relevant Fiscal Quarter.

9.3 Notifications to the Administrative Agent

(a) Until the Final Maturity Date, the Borrower shall promptly (and no later than 3 Business Days after its occurrence) notify the Administrative Agent of any of the following:
(i) all material actions, suits and proceedings (including arbitral and administrative proceedings) against the Borrower, for damages in excess of US$20,000,000, or which are reasonably likely to be adversely determined and if so adversely determined, would be likely to have a Material Adverse Effect, before any Governmental Body of Chile or arbitrator pending, or to the knowledge of the Borrower, threatened, against or directly affecting the Borrower, the Project or any Material Project Documents, including any actions, suits, claims, notices of violation, hearings, investigations or proceedings pending, or to the knowledge of the Borrower threatened, against or affecting the Borrower or in any material respect, in relation to the ownership, development, construction, use, maintenance and operation of the Project;
(ii) any Potential Event of Default or Event of Default upon becoming aware of its occurrence;
(iii) any Change of Control or MMC Change of Control, proposed Change of Control, proposed MMC Change of Control, Affiliate Transfer or proposed Affiliate Transfer upon becoming aware of its occurrence;
(iv) any: (A) material default by any party or termination or threatened termination or termination right (including any breach by any party, or termination or cancellation of any Offtake Contract or any breach of section 25.4 of the MVDP EPC Contract); (B) any reduction in the percentage of the total sales of copper concentrate to an average percentage that is lower than 70% of the Borrower’s forecast copper concentrate production for the term of the Term Facilities as set forth in the Base Case Financial Model delivered on the Financial Closing Date; and (C) right or discretion of the Borrower (including section 25.4 of the MVDP EPC Contract), in each case arising under any Material Project Document, of which it becomes aware;
(v) receipt by the Borrower of any notices from any Governmental Body or other Person prohibiting, suspending, varying or requiring the halting of any activity or process regarding the Project which is reasonably expected to have a Material Adverse Effect, together with a copy of such notice;
(vi) the loss of or material non-compliance with the terms of, or any threat (whether or not in writing) by a Governmental Body of Chile to revoke or suspend or modify, any Material Project Authorisation;
(vii) any claim, complaint, notice or order under, or any violations of, any Sanctions, AntiCorruption Laws, and AML Legislation, affecting any of the Borrower or the Project;
(viii) any material damage to the Project in excess of an amount equal to US$20 million, and whether the Borrower has made, or plans to make, any insurance claims with respect thereto with respect to such damage;
(ix) any material labour disruption involving the workforce at the Project;
(x) the acquisition of any of the Material Project Authorisations together with copies of each such authorisation;

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(xi) any material change in operational planning that requires additional studies or EIAs (and all relevant information related thereto pursuant to the Environmental and Social Requirements, Applicable Law or Good Industry Practice); and
(xii) any rejection or request for additional information from any public registry or Governmental Body in respect of the actions being taken to perfect the security interest in the Collateral pursuant to Article 8 ( Security ),

in each case, accompanied by an Officer’s Certificate of the Borrower setting forth details of the occurrence referred to in such certificate;

(b) Until the Final Maturity Date, the Borrower shall promptly notify the Administrative Agent, including in the notification the intended action to be taken by them, upon:
(i) any written threat of any action or public announcement of any intended action or series of actions that would reasonably be construed or expected to result in an Expropriation Event or a Material Adverse Effect, provided that, in the event any such action is notified to the Administrative Agent, the Borrower shall promptly consult with the Administrative Agent to determine appropriate steps to mitigate against or otherwise negotiate the resolution of the action or series of actions that may otherwise result in an Expropriation Event;
(ii) any development, event or circumstance in the construction or operation of the Project which could reasonably be expected to have a Material Adverse Effect on:
- (A) the Security, taken as a whole;
- (B) the ability of the Borrower to achieve Project Completion by the Project Completion Longstop Date;
- (C) the Borrower’s rights to the material Project Property;
- (D) the Borrower’s ability to operate the Project after the Project Completion Date substantially in the manner contemplated by the Project Documents; or
- (E) the ability of the Borrower to pay the Obligations as and when they become due;
(iii) any material claim, complaint, notice or order under, or any violations of, any Environmental Law or other Applicable Law affecting any of the Borrower or the Project;
(iv) any other notice given or received by the Borrower with respect to the occurrence of any force majeure or delay event (howsoever described) under any Project Document.
(c) Until the Final Maturity Date, the Borrower shall promptly (but in any event no less than thirty (30) days prior to such change) notify the Administrative Agent upon becoming aware of any proposed change or change in name or jurisdiction of incorporation or principal place of business of the Borrower;
(d) Until the Final Maturity Date, the Borrower shall promptly notify the Administrative Agent of (and shall provide a true and complete copy, where applicable):
(i) the acquisition by the Borrower of any real property (including mineral rights) with an individual value of more than $10,000,000 or which is material to the Project, whether owned or leased;
(ii) the acquisition by the Borrower of any tangible assets of an individual value in excess of US$5 million or an aggregate value in excess of US$10 million in any Fiscal Quarter and

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any new locations of tangible assets of the Borrower (other than inventory in transit) with an aggregate value of more than $10,000,000;

(iii) any new Material Project Documents or any amendment or revision to any existing Material Project Document (provided that any amendment or revision and any new Material Project Document shall be subject to Section 9.13(j));
(iv) any new Material Project Authorisation or any amendment, revision, reissuance or replacement of any existing Material Project Authorisation;
(v) any material update to the reserves statements contained in the Life of Mine Plan and any relevant updates to the Base Case Financial Model resulting from such update;
(vi) quarterly updates regarding the approval process until its approval, and the approval by Sernageomin of the Closure Plan and any material update to the Closure Plan, and the approval by Sernageomin of each such update;
(vii) any reserved matter as such term as described in the Shareholders’ Agreement coming under consideration in a resolution of the board of directors of the Borrower, including details of the nature of the “reserved matter”; and
(viii) any failure by the board of directors of the Borrower to approve the annual business plan as such term is described in Shareholders’ Agreement;
(e) Until the Final Maturity Date, the Borrower shall:
(i) promptly notify the Administrative Agent of a suspension of operations of the Project (by the Borrower or any Material Project Party): (A) for a period of more than 15 days during a 30-day period; or (B) which is reasonably likely to result in a suspension of operations of the Project for a period of more than 30 days (excluding any period of scheduled or emergency maintenance), and accompany such notice with an Officer’s Certificate of the Borrower setting forth details of the occurrence referred to therein;
(ii) provide access and otherwise allow representatives of the Finance Parties and its advisors to discuss with the Borrower’s senior officers and technical advisors such event;
(iii) provide the Administrative Agent with such other information with respect to such event or the Borrower’s remedial plans with respect thereto as the Administrative Agent reasonably requests;
(iv) deliver to the Administrative Agent a certified copy of any Hedge Agreement entered into by the Borrower, in the form agreed in the Hedging Strategy and otherwise in form and substance acceptable to the Administrative Agent (acting reasonably), a certified copy of each confirmation in relation to that Hedge Agreement and, if appropriate a certified copy of an Intercreditor Accession Deed; and

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(v) deliver to the Administrative Agent, notice (with copy to the applicable Offtake Contract counterparty) of the proposed disposal of one or more receivables in respect of sales of concentrate under any Offtake Agreement to any third party in connection with any Permitted Indebtedness as contemplated in paragraph (h) of the definition of Permitted Indebtedness in an aggregate outstanding amount of such receivables not exceeding US$30,000,000 (less the aggregate outstanding amount at such time of any other receivables disposed of further to any Permitted Indebtedness as contemplated in paragraph (h) of the definition of Permitted Indebtedness) as permitted under paragraph (h) of the definition of Permitted Asset Disposition, and 100% of the proceeds of which will be received into the Offshore USD Proceeds Account.
(f) Until the Final Maturity Date, notwithstanding the Borrower’s obligation set forth in Section 9.3(d), on the first Business Day of each Fiscal Quarter, the Borrower shall notify the Administrative Agent of:
(i) the acquisition by the Borrower of all real property in excess of US$10,000,000;
(ii) except in relation to matters to be addressed in the Physical Facilities Certificate, the acquisition by the Borrower of any tangible assets of an individual value in excess of US$5 million or an aggregate value in excess of US$10 million in any Fiscal Quarter and any new locations of tangible assets of the Borrower (other than inventory in transit) of an aggregate value in excess of US$ 10 million.
(iii) evidence, satisfactory to the Administrative Agent, that a valid and fully perfected Encumbrance granting a security interest over such after-acquired real property has been created in accordance with Article 8 ( Security ); and
(iv) the proposed amended and restated Schedule H ( Project Real Property ) to reflect the acquisition of such real property which, upon to the approval of the Administrative Agent, shall be and shall be deemed to constitute Schedule H ( Project Real Property ) under this Agreement;
(g) Until the Final Maturity Date, the Borrower shall provide details of any other information reasonably requested by the Administrative Agent in respect of the financial condition, business and/or operations of the Borrower or the Project.
(h) Immediately upon receipt by Anglo American plc and Inversiones Minorco Chile SA of the US$50,000,000 of deferred consideration owed by Mantos Copper S.A., the Borrower shall deliver to the Administrative Agent a notice from an authorised officer of each of Anglo American plc and Inversiones Minorco Chile SA with evidence of the receipt of such funds.

9.4 Notifications of Environmental and Social Matters

The Borrower shall:

(a) notify the Administrative Agent, the Environmental and Social Agent, the ECA Agent, and the ECAs, the list of which shall be provided to the Borrower on execution of this Agreement and updated from time to time, of any of the following:
(i) promptly (but no later than five (5) days from the Borrower’s discovery thereof), the existence of any:
- (A) Potential E&S Non-Compliance Event (other than an individual Minor E&S NonCompliance Event);
- (B) E&S Non-Compliance Event as contemplated under Section 9.6(g); and

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(ii) no later than thirty (30) days from the Borrower’s discovery thereof, any:
- (A) change in operational planning that requires additional environmental or social studies or EIAs (and all relevant information related thereto pursuant to Environmental and Social Requirements);
- (B) any material changes or amendments to Environmental and Social Requirements, whether or not such changes or amendments require additional EIAs; and
(b) promptly notify the Administrative Agent, Environmental and Social Agent, the ECA Agent, and the ECAs, including in the notification the intended action to be taken by them, within twenty (20) days (unless such event could reasonably be considered to be a Serious E&S Non-compliance Event, then within ten (10) days of:
(i) receiving any material Environmental Claim alleging any violations of any Environmental and Social Laws by the Borrower or otherwise affecting the Project;
(ii) learning of the existence of Hazardous Substances located on, above or below the surface of any land which the Borrower occupies or controls, except those being stored, used or otherwise handled in compliance with the Environmental and Social Requirements, or contained in the soil or water constituting such land, in each case which could reasonably be expected to have a material cost or material impact on the Borrower’s ability to carry on its business and to develop or operate the Project;
(iii) becoming aware of the occurrence of any Release of Hazardous Substances that has occurred on or from such other land which could reasonably be expected to have a material cost or material impact on the Borrower’s ability to carry on the business and to develop or operate the Project or which could reasonably be expected to have a Material Adverse Environmental and Social Effect; and
(iv) the occurrence of any change in business activity conducted by it which involves the storage, use or handling of Hazardous Substances or wastes or increases its environmental liability in any material manner;

9.5 Project Environmental Reporting

(a) Environmental and Social Monitoring Reports. The Borrower shall deliver to the Administrative Agent and the Environmental and Social Agent simultaneously:
(i) a Borrower Environmental and Social Monitoring Report semi-annually, but no later than 45 days following a site visit of the Independent Environmental and Social Consultant for each Fiscal Year prior to the Project Completion Date, and
(ii) on and after the Project Completion Date, a Borrower Environmental and Social Monitoring Report no later than 45 days following the annual visit of the Independent Environmental and Social Consultant, in each case containing such additional information as is reasonably requested by the Independent Environmental and Social Consultant to enable the Independent Environmental and Social Consultant to produce the Independent Environmental and Social Consultant Environmental and Social Monitoring Report, including any changes or proposed changes to the HSEC Policy, ESMS, ESMPs and any Corrective Action Plan to ensure, among other things, compliance in all material respect with the Environmental and Social Requirements.
(b) Summary of Project. In accordance with Equator Principle 10, the Borrower shall, at all times following its delivery in accordance with paragraph 10.4.1 of Part I ( Conditions Precedent to Effective Date ) of Schedule B ( Conditions Precedent ), make available at https://www.mantoscopper.org a summary of the EIA.

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(c) Emissions Report . The Borrower shall conduct emissions reporting and climate change risk assessment in accordance with the ESAP and the Equator Principles requirements (as detailed in Annex A of the Equator Principles).
(d) Mine Closure Estimate and Closure Plan . The Borrower shall provide the Environmental and Social Agent (acting in consultation with the Independent Environmental and Social Consultant and the Independent Technical Consultant) with an updated Mine Closure Estimate and Closure Plan (in form reasonably satisfactory to the Administrative Agent and the Environmental and Social Agent acting in consultation with the Independent Environmental and Social Consultant and taking into account Environmental and Social Requirements), no later than the date such updated Mine Closure Estimate and Closure Plan is required to be delivered under Applicable Laws, under applicable Environmental and Social Requirements, or is otherwise delivered by the Borrower to any Governmental Body, as such reporting may form any portion of a governmental or regulatory requirement, including immediately providing to the Environmental and Social Agent details of any updates or modification of such Mine Closure Estimate and Closure Plan that the Borrower provides to any relevant governmental authority or regulator in addition or as part of any governmental or regulatory requirement.
(e) Corrective Action Plan . The Borrower shall, promptly after the preparation thereof, provide to the Environmental and Social Agent a copy of each Corrective Action Plan and, promptly after the actions contained in it have been fully implemented and completed, evidence of the implementation and completion.
(f) Additional Information. The Borrower shall provide to the Independent Environmental and Social Consultant such additional information relating to the Environmental and Social Matters not already provided as may be requested by the Independent Environmental and Social Consultant (acting reasonably) from time to time.
(g) Biodiversity Data. The Borrower shall, to the extent such information is commercially nonsensitive, and has been collected as required under Chilean Applicable Law share, on an annual basis, Project-specific biodiversity data with the Global Biodiversity Information Facility, and relevant national and global data repositories.

9.6 Environmental and Social Matters

(a) The Borrower shall at all times maintain the Framework Documents and periodically review them in consultation with the Independent Environmental and Social Consultant. If, following a review, any revision of any of the Framework Documents is necessary to ensure that each of them is materially consistent with Environmental and Social Requirements, the Borrower shall apply for the ECAs’ consent to such revision without delay. Approval of the ECAs, which consent shall not be unreasonably withheld and shall be deemed to have been granted if no ECA raises an objection to any such change described in any relevant application within 20 Business Days from the receipt of the consent application for the proposed change.
(b) The Borrower shall keep all relevant Framework Documents in order for the Majority Senior Lenders and the ECAs (acting reasonably) to verify compliance with Environmental and Social Requirements.
(c) The Borrower shall not amend the ESAP, either on its own initiation or following the recommendation of the Independent Environmental and Social Consultant, (and replace the ESAP provided to the Administrative Agent and Environmental and Social Agent as a condition precedent under Schedule B ( Conditions Precedent ), with such amended ESAP) without the prior consent of the Majority Senior Lenders and each ECA, which consent shall not be unreasonably withheld or conditioned.
(d) Subject to Sections 9.6(e) and 9.6(f), if any Potential E&S Non-Compliance Event, other than a Serious E&S Non-Compliance Event, is Identified, (i) th ~~e~~ Borrower shall propose a resolution of

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such Potential E&S Non-Compliance Event to the Administrative Agent/the Environmental and Social Agent and the Independent Environmental and Social Consultant in writing; and provided that (i) if the Administrative Agent or the Environmental and Social Agent (acting in consultation with the Independent and Social Consultant) does not raise questions, objections or recommendations with respect to the proposal within five (5) Business Days from its receipt of the Borrower’s proposal ( IESC Review Period ), the Borrower shall, in a timely manner, implement the Borrower’s proposal; or (ii) if the Administrative Agent or the Environmental and Social Agent (acting in consultation with the Independent and Social Consultant) does raise questions, objections or recommendations with respect to the proposal during the IESC Review Period, the Borrower shall, in a timely manner, implement the recommendations of the Administrative Agent or the Environmental and Social Agent and the Independent and Social Consultant, in each case, to the satisfaction of the Independent Environmental and Social Consultant, the Majority Senior Lenders and the ECAs (acting reasonably));

(e) if a Potential E&S Non-Compliance Event occurs which could have immediate negative impacts on the Environment or human beings, take such immediate interim action as is necessary to rectify such Potential E&S Non-Compliance Event prior to the expiry of the IESC Review Period or, if such event will in due course become an E&S Non-Compliance Event, until such time that a Corrective Action plan is being implemented in relation to such matter;
(f) If agreement on a resolution to any Potential E&S Non-Compliance Event (other than a Serious E&S Non-Compliance Event) cannot be reached between the Borrower and the Administrative Agent and the Environmental and Social Agent (acting in consultation with the Independent Environmental and Social Consultant) (an “ E&S Dispute ”), the Borrower shall serve a notice (with copy to each ECA) (“ E&S Dispute Notice ”) on the Environmental and Social Agent (acting in consultation with the Independent Environmental and Social Consultant) and the ECAs (acting reasonably) or the Environmental and Social Agent shall serve a notice on the Borrower (for the purposes of this Section 9.6(f) the Borrower and the Environmental and Social Agent, each a “ Dispute Party ”). Upon any Dispute Party serving any E&S Dispute Notice to the other Dispute Party, each Dispute Party shall together endeavour to resolve the dispute within 20 Business Days. If such persons agree on a resolution of the matter, they shall sign a statement setting out their resolution, and the Borrower shall fully and promptly carry such resolution into effect. If such persons do not agree upon a resolution of the matter, then the provisions of Section 9.6(g) shall apply.
(g) If (i) the Administrative Agent/the Environmental and Social Agent (acting in consultation with the Independent Environmental and Social Consultant) determines that the Borrower’s proposal or the Administrative Agent, the Environmental and Social Agent or the Independent Environmental and Social Consultant’s recommendations as agreed with the Borrower, in each case, in accordance with Section 9.6(d) are not being implemented in a reasonable timeframe with satisfactory results by the Borrower, or (ii) a Serious E&S Non-Compliance Event has occurred; and (iii) an agreement cannot be reached on an E&S Dispute within the twenty (20) Business Day time period referred to in paragraph (f) above, the event will become an “ E&S Non-Compliance Event ” which will require the Borrower:
(i) to notify the Administrative Agent and the ECAs in accordance with Section 9.4(a);
(ii) to:
- (A) prepare, and provide the Administrative Agent and the Environmental and Social Agent with a copy of, a Corrective Action Plan to set forth the proposed actions to correct or to remedy damage and adverse consequences caused by such E&S Non-Compliance Event, including timeframes for the implementation of such actions,
- (B) conduct all such actions within such timeframes; and

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  - (C) where relevant, upon the request of the Administrative Agent or the Environmental and Social Agent, acting reasonably, provide the Administrative Agent or the Environmental and Social Agent with any information relating to measures or monitoring undertaken by it consistent with Environmental and Social Requirements (including the Closure Plan) or under any Corrective Action Plan; and

(iii) subject to receiving consent in accordance with paragraph (c) above, amend the ESAP.
(h) If a Serious E&S Non-Compliance Event occurs, the Borrower shall take such immediate action as necessary to rectify such Serious E&S Non-Compliance Event prior to the development and implementation of any Corrective Action Plan; and
(i) The Borrower shall ensure that the Project is decommissioned as and when required in accordance with applicable Environmental and Social Laws.

9.7 Project Reporting – Construction Plan, Budget and Schedule, Material Project Documents, Material Project Authorisations and Mine Plan

The Borrower shall promptly deliver or furnish, or cause to be delivered or furnished, to the Administrative Agent a copy or copies (provided that the Borrower may, but shall not be required to, deliver or furnish any information contained in any of the following in respect of any particular period more than once) of:

(a) New Material Project Documents. Any new Material Project Document or any amendment or revision to any existing Material Project Document (provided that any new Material Project Document or any amendment or revision shall be subject to Section 9.13(j)), together, in the case of new Material Project Documents, with a proposed amended and restated Schedule G ( Material Project Documents ) to reflect the new Material Project Documents which, upon the approval of the Administrative Agent, shall be and shall be deemed to constitute Schedule G( Material Project Documents ) under this Agreement;
(b) New Material Project Authorisation. Any new Material Project Authorisation or any amendment, revision, reissuance or replacement of any existing Material Project Authorisation, together, in the case of new Material Project Authorisations, a proposed amended and restated Schedule F ( Material Project Authorisations ) to reflect the new Material Project Authorisations which, upon to the approval of the Administrative Agent, shall be and shall be deemed to constitute Schedule F ( Material Project Authorisations ) under this Agreement;
(c) Development Plan. No later than within the first ninety (90) days of each calendar year, deliver to the Administrative Agent copies of any section of the Development Plan which has been updated during the previous twelve (12) months but has not been delivered to the Administrative Agent at that time.
(d) Life of Mine Plan Amendments. Any amendment, update, revision or supplement to or replacement of the Life of Mine Plan in effect and approved by the management or board of the Borrower (provided that any such amendment, revision, supplement or replacement shall be subject to Section 9.13(n)), together with an updated Base Case Financial Model to reflect material changes to the Project as they occur (including any updates to the reserves statements contained therein, any relevant updates to the Base Case Financial Model, updated details regarding the expected Project production levels and costs of production over the life of the mine) and in any event, no later than 30[th] June of each calendar year, or, if no amendments have been made thereto since the most recently delivered Life of Mine Plan, a certificate from the Borrower stating that such Life of Mine Plan continues to be complete and in full force and effect, and as soon as reasonably practicable following the making of any update to the then applicable Life of Mine Plan.
(e) Amendments to Project Plans and Budgets. Any amendment, revision or supplement to or replacement in effect and approved by the management or board of the Borrower of:

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(i) the Construction Plan, Budget and Schedule (provided that any such amendment, revision, supplement or replacement shall be subject to Section 9.13(n)); or
(ii) any Quarterly Construction Progress Report and operating report (provided that any such amendment, revision, supplement or replacement shall provide details on any variances from budgeted amounts);
(iii) the then effective Annual Operating Budget and Forecast Report (provided that any such amendment, revision, supplement or replacement shall provide details on any variances from budgeted amounts);
(iv) provided, in each case, the Borrower shall not be permitted to deviate from any approved budget line item set out in the then effective Annual Operating Budget and Forecast Report by an amount which is more than 10% of such approved budget line item without approval from the Majority Senior Lenders (in consultation with the Independent Technical Consultant;
(f) Technical Reports. Any new revised and approved technical reports or updated mineral reserve and mineral resource estimates produced that pertain to the Project Real Property, or any material revised engineering or technical studies (including with respect to the tailings dam storage facilities design, construction and operation) relating to the Project;
(g) Construction Progress Reports. Monthly Construction Progress Reports up to and including the Commercial Operation Date, to be provided on or before the 25[th] calendar day after the last day of each calendar month with respect to which such report relates, as currently being prepared in the ordinary course of business;
(h) Quarterly Operations Reports. Following the Commercial Operation Date, Quarterly Operations reports on or before 25th calendar day after each Fiscal Quarter (including material variations from the prior quarter), in a form reasonably satisfactory to the Independent Technical Consultant, in consultation with the Technical Agent, and the Independent Environmental and Social Consultant, in consultation with the Environmental and Social Agent;
(i) Annual Operations Report. By Project Completion Date, as soon as available and in any event by no later than March 15 of each calendar year, an Annual Operations Report in respect of the immediately preceding calendar year; and
(j) Hedging Report. The Borrower shall supply to the Administrative Agent, semi-annually on or before each 30 June and 31 December, a report detailing the Hedging Transactions entered into pursuant to each Hedge Agreement and the Borrower’s exposure under such transactions.

9.8 Base Case Financial Model

(a) Base Case Financial Model and Assumptions. The Borrower and the Administrative Agent shall each retain a copy of the Base Case Financial Model for use in producing and verifying its calculations, the forecasts, the financial ratio testing and the Compliance Certificates.
(b) Notification of updates to Base Case Financial Model. The Borrower shall notify the Administrative Agent, the Technical Agent, the Independent Technical Consultant and the relevant Facility Agent of:
(i) any proposed material updates to the Base Case Financial Model (including any updates in connection with any updates to the Life of Mine Plan pursuant to Section 9.7(d)) and the Annual Operating Budget and Forecast Report;
(ii) the Technical Assumptions to be used as of such Calculation Date; and

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(iii) the figures to be used for the Economic Assumptions as of such Calculation Date,

each of which will be determined in accordance with this Section 9.8.

(c) Copper Price Assumptions. The Copper Price Assumption is fixed in the Base Case Financial Model at $2.75 per pound and on each March 31, June 30, September 30 and December 31 when the Base Case Financial Model is updated, such price shall be the lesser of:
(i) $2.80 per pound; and
(ii) for the forward looking two Fiscal Quarters, the average (on a $ per pound basis) over the past six months of the daily official LME Copper Grade A Settlement quotations for a ton of copper quoted in US dollars as published by Bloomberg L.P. and its affiliates as of the end of the most recent Fiscal Quarter, adjusted to take account of any Permitted Hedge Agreements in respect of copper in place as of the date of such update, and then the copper price reverts back to $2.80 per pound leveled on a linear basis over the third and fourth Fiscal Quarter periods thereafter.
(d) Gold Price Assumptions. The Gold Price Assumption is fixed in the Base Case Financial Model at $1,250 per ounce provided that in each case when the Base Case Financial Model is to be updated as required by this Agreement, such price shall be the lesser of: (i) $1,250 per ounce and (ii) the blended average spot price of the gold futures curve over the past six months obtained from Bloomberg L.P. and its affiliates which reflects the market closing level as of the end of the most recent Fiscal Quarter, adjusted to take account of any Permitted Hedge Agreements in respect of gold in place as of the date of such update.
(e) Other Assumptions. All assumptions, other than the Copper Price Assumption and the Gold Price Assumption (which shall be calculated on each Calculation Date) and the other figures to be used for Economic Assumptions, shall be as set out in the Base Case Financial Model; provided that each of the Borrower and the Technical Agent (acting on the instructions of the Finance Parties) shall have the right, following any material change in circumstance or any material change in projections, to propose revisions to:
(i) the Technical Assumptions; and
(ii) the figures to be used for the Economic Assumptions (other than the Copper Price Assumption and the Gold Price Assumption, which shall only be modified in accordance with, Sections 9.8(c) and 9.8(d)),

to be used for any subsequent Base Case Financial Model, Cost-to-Complete Certificate or Compliance Certificate to be delivered in accordance with this Agreement.

(f) Each of the Technical Agent (acting on the instructions of the Majority Senior Lenders) and the Borrower may propose changes to the Base Case Financial Model which it believes in good faith are required in order to correct any historical data known to be inaccurate or to correct any manifest error in the Base Case Financial Model.
(g) The Borrower, the Administrative Agent and the Technical Agent (acting on the instructions of the Finance Parties) will:
(i) make any such proposals in relation to the Base Case Financial Model in accordance with paragraph 9.8(f) above or the Copper Price Assumptions and Gold Price Assumptions in accordance with, respectively, paragraphs 9.8(c) and 9.8(d) above to each other, with a copy to the relevant Facility Agent;
(ii) make any such proposals in good faith after careful consideration and enquiry and such proposals will genuinely reflect views which it believes in good faith to be reasonable in the

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circumstances and will be consistent with the provisions of the Transaction Documents in all material respects; and

(iii) provide written reasons for its proposed revisions.
(h) Disputes over Updates to Base Case Financial and Assumption. If the Administrative Agent, Technical Agent and the Borrower are unable to agree on any change proposed in accordance with this Section 9.8, within twenty (20) Business Days from the date on which the change is proposed, other than in respect of the Copper Price Assumption or the Gold Price Assumption, the Finance Parties agree that any disputes related to the Base Case Financial Model shall be settled with final effect by an independent expert appointed by a court of competent jurisdiction, at the request of either the Borrower or the Administrative Agent.
(i) Effect of Updates. Any changes to the Base Case Financial Model (including the Economic Assumptions and Technical Assumptions) shall take effect and be binding on the Finance Parties on and from the date such changes are agreed or determined in accordance with this Section 9.8, and shall be incorporated into an updated Base Case Financial Model.

9.9 Quarterly Financial Reporting

(a) The Borrower shall provide to the Administrative Agent for each bank account of the Borrower access to the relevant bank statements via the relevant bank’s online service.
(b) As soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, the Borrower shall deliver to the Administrative Agent:
(i) a copy of the Borrower’s quarterly unaudited financial statements for such Fiscal Quarter;
(ii) a Compliance Certificate; and
(iii) a description of the material variances for the currently applicable Construction Plan, Budget and Schedule or, as the case may be, the Annual Operating Budget and Forecast Report and the Annual Operations Report.

9.10 Annual Financial Reporting

(a) As soon as available and in any event within one hundred and twenty (120) days after the end of each Fiscal Year, the Borrower shall deliver to the Administrative Agent:
(i) a copy of the Borrower’s audited annual financial statements for such Fiscal Year; and
(ii) a Compliance Certificate.
(b) No later than December 15 of each calendar year following the Financial Closing Date, the Borrower shall deliver to the Administrative Agent (i) an Annual Operating Budget and Forecast Report in respect of the upcoming calendar year and (ii) a copy of the then-current Base Case Financial Model; provided, however, that if the content of such report is dependent on information to be provided by third parties and such third parties have not provided such information within a reasonable period prior to December 31, the Borrower shall use its commercially reasonable endeavours to provide such report as soon as possible after December 15, but shall, in any event, provide such report by December 31. Each Annual Operating Budget and Forecast Report shall be accompanied by an Officer’s Certificate stating that the budget is a reasonable estimate for the period covered thereby and is in compliance with the requirements of this Section 9.10(b).
(c) No later than thirty (30) days after the receipt of any Annual Operating Budget and Forecast Report, the Administrative Agent (acting at the direction of the Majority Senior Lenders, acting reasonably

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and in consultation with the Independent Technical Consultant), shall approve the amount of Operating Costs and Capital Expenditures set forth in such Annual Operating Budget and Forecast Report or shall advise the Borrower of any material inconsistencies requiring revision in accordance with the Base Case Financial Model and the Life of Mine Plan that it has previously approved. The Borrower will update the Base Case Financial Model accordingly within twenty (20) days from the Administrative Agent’s approval. If the Administrative Agent does not approve the amount of Operating Costs or advise the Borrower of any material inconsistency within thirty (30) days after the receipt of the Annual Operating Budget and Forecast Report, then such Annual Operating Budget and Forecast Report shall be deemed approved by the Administrative Agent.

(d) If, on the first day of the relevant calendar year, the proposed amount of Operating Costs and Capital Expenditures has not been approved pursuant to this Section 9.10, the then-current amount of Operating Costs and Capital Expenditures shall remain in effect until the parties can reach an agreement with respect to the amount of Operating Costs and Capital Expenditures for such year.

9.11 Changes to Accounting Policies

If there is any material change in a period to the accounting policies, practices and calculation methods used by the Borrower in preparing its Financial Statements or components thereof as compared to any previous period, the Borrower shall provide the Finance Parties reasonable advance notice of the proposed material change including with it, all information which the Finance Parties and any ECA may reasonably require relating to the impact of any such material change on the comparability of the reports provided to the Finance Parties after any such material change to previous reports. Until the Administrative Agent has approved such material change in writing, the Borrower shall continue to prepare and provide any reports to the Finance Parties under this Agreement in accordance with the accounting policies, practices and calculation methods in effect prior to such material change.

9.12 Know Your Customer Documentation

(a) The Borrower shall promptly, upon the request of any Finance Party or the ECA Agent (on behalf of the ECA Guarantor), supply to such Finance Party any documentation or evidence that is reasonably required by such Finance Party (or ECA Guarantor) (whether for itself or on behalf of any person to whom such Finance Party may, or may intend to, transfer any of its rights or obligations under this Agreement) to enable such Finance Party (or ECA Guarantor) to:
(i) carry out and be satisfied that it has complied with all necessary “know your customer” requirements that such Finance Party is obliged to carry out under all Applicable Laws (including AML Legislation and the USA Patriot Act) contemplated under this Agreement; and
(ii) comply with its obligations under all Applicable Laws to prevent money laundering and corruption and to conduct ongoing monitoring of the business relationship with the Borrower.
(b) Upon request, the Borrower will promptly notify the relevant Finance Parties and the ECA Guarantor of any changes in any information supplied by it relating to any matter referred to in paragraph 9.12(a) above such as:
(i) a forthcoming change in the Borrower’s board of directors;
(ii) a forthcoming change in the legal or beneficial ownership of 25% or more of the Borrower’s issued share capital, as well as information about a Person acquiring a legal or beneficial interest in 25% or more of the Borrower’s issued share capital (other than the MMC equity subscription in the Borrower as referred to in referred to in Section 10.2(a); and
(iii) a forthcoming change in the nature of the Borrower’s business from the date of this Agreement, as well as information about the Borrower starting or ceasing business operations in a country other than Chile.

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9.13 Negative Covenants

(a) Restricted Transactions . The Borrower shall not:

(i) use, or authorise the use of, any corporate funds or the proceeds of the Loans, directly or indirectly for any Prohibited Payment or Prohibited Practice;
(ii) use any part of the loan proceeds, directly or indirectly, to fund or facilitate any activities or business of, with or involving any Sanctions Target or in any manner that would constitute or give rise to a violation of Sanctions by any Person, including any Finance Party or any ECA;
(iii) make any repayment of the Facilities from any proceeds derived from a transaction prohibited by Sanctions; or
(iv) violate any applicable AML Legislation, Anti-Corruption Laws including Equivalent Measures or Sanctions (including engaging in any activities that would expose any Person, including any Finance Party to the risk of adverse measures pursuant to Sanctions) provided, that in relation to each Restricted Lender, the restrictive covenants in this Section 9.13(a) shall only apply for the benefit of that Restricted Lender to the extent that it would not result in any violation of the EU Anti-Boycott Regulations;

(b) Permitted Dispositions. The Borrower shall not:

(i) other than Permitted Encumbrances, Permitted Asset Dispositions, and Authorised Investments, sell, lease, transfer, discount, factor assign or otherwise Dispose of, by a single transaction or a series of transactions, whether related or not, and whether voluntary or involuntary, all or any part of:
- (A) the Project Property which it owns or which it has the right to prevent being disposed of (but excluding the Power Transmission Lines or the Desalination Plant; provided that the counterparty in such transaction or series of transactions (1) is a reputable operator of such facilities and (2) enters into a long-term supply contract on arms’ length terms with the Borrower in respect of electricity or water (as applicable));
- (B) its rights under the Transaction Documents; and
- (C) any of its other present or future assets except by way of stream and/or royalty transactions up to an aggregate amount, in each case, of US$30,000,000 or on arm’s length terms in the ordinary course of business and subordinated to the satisfaction of the Majority Senior Lenders, acting reasonably.
(ii) create, incur, assume or suffer to exist any Encumbrance upon all or any part of the Collateral, whether now owned or hereafter acquired, other than Permitted Encumbrances; or
(iii) transfer or assign any Debt owed to it.
(c) Distribution Requirements. The Borrower shall not be entitled to make a Distribution unless:
(i) such Distribution is made within a thirty (30) day period following a Repayment Date, and:
- (A) the first scheduled Repayment Installment has been paid (or is being paid on the date of the relevant Distribution);

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(B) the Project Completion Date has occurred;
(C) no Potential Event of Default or Event of Default under this Agreement or any Facility Agreement has occurred and is continuing and no Potential Event of Default or Event of Default would result from the proposed Distribution;
(D) the DSRA Amount on deposit in the Debt Service Reserve Account is at least equal to the DSRA Required Balance;
(E) the Borrower certifies to the Finance Parties (by way of an officer’s certificate delivered to the Administrative Agent) that:
- (I) the Reserve Tail Ratio, as calculated as at the date of such Distribution, is not less than 30%;
- (II) on the relevant Repayment Date immediately prior to the date of the Distribution, the Historic Debt Service Cover Ratio for the twelve-month period ended on that Repayment Date was not less than 1.40:1; and
- (III) on the relevant Repayment Date immediately prior to the date of the Distribution, the Projected Debt Service Cover Ratio for the twelve-month period immediately following that Repayment Date was not less than 1.40:1;
(F) immediately after giving effect to such Distribution and (if applicable) the voluntary prepayment (contemplated in paragraph (G) below) (as the case may be), the credit balance in the Project Accounts will not be less than the Minimum Operating Balance; and
(G) until the Final Three Years’ Scheduled Amortisation has been repaid in full, the Borrower has, in advance of, or simultaneously with the making of such Distribution, make a voluntary prepayment under the Term Facilities pursuant to and in accordance with Section 3.4 ( Voluntary Prepayment ) in an amount at least equal to the amount of such Distribution;
(ii) such Distribution:
(A) is made within a ten (10) day period following the date of the Financial Closing Date;
(B) is in a total aggregate amount of US$ 50 million, and will be paid to Mantos Holding to enable it to pay its deferred consideration payments owed to Inversions Anglo American Norte SA and Inversiones Minorco Chile SA; and
(C) the conditions set out in Sections 9.13(c)(i)(C) and 9.13(c)(i)(F) are satisfied; or
(iii) such Distribution:
(A) is made within a ten (10) day period following the date of the Financial Closing Date;
(B) is in a total aggregate amount of no more than US$12,065,114 from funds received from MMC, and will be paid to Mantos Holding by way of repayment of existing intercompany debt outstanding on the date of this Agreement and owed to it by the Borrower; and

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  - (C) the conditions set out in Sections 9.13(c)(i)(C) and 9.13(c)(i)(F) are satisfied **;** or

(iv) such Distribution:
- (A) is made within a thirty (30) day period following the Project Completion Date; and
- (B) conditions set out in Sections 9.13(c)(i)(B), 9.13(c)(i)(C), 9.13(c)(i)(D), 9.13(c)(i)(E)(I) and 9.13(c)(i)(F) are satisfied.
(d) Delivery of Minerals and Performance of Obligations. The Borrower shall not, except for the Finance Documents, enter into any agreement or arrangement or take any action which restricts or purports to restrict the ability of the Borrower to deliver Minerals or perform its other obligations under the Finance Documents, or the Offtake Contracts.
(e) Permitted Indebtedness . The Borrower shall not create, incur, assume, or otherwise become directly or indirectly liable upon or in respect of, or suffer to exist, any Debt other than Permitted Indebtedness.
(f) Hedging . The Borrower shall not:
(i) enter into any hedge instrument, incur any hedge obligations (or similar obligations) or any treasury transactions or other derivative transactions for speculative purposes; or
(ii) enter into any price fixing transactions under the Anglo Offtake Contract or any other offtake contract,
(iii) unless such transactions are made in accordance with the Hedging Strategy.
(g) Change in Business. The Borrower shall not change its jurisdiction of incorporation or the nature of its business or operations from the Business, or engage directly or indirectly in any material business activity, in either case, not related or incidental to, or in furtherance, of the conduct of the Business, or as reasonably required to perform its obligations under the Finance Documents.
(h) Guarantees and Indemnities. The Borrower shall not issue any guarantees or indemnities, other than to the extent permitted in the Finance Documents (including by the endorsement of negotiable instruments for deposit or collection (or similar) in the ordinary course of business, guarantees of obligations of employees, guarantees of obligations of suppliers in the ordinary course of business and guarantees provided in connection with the granting of performance bonds (including GES PPA Performance Bonds in support of the PPA Discount Credits) or Environmental Bonds in favour of contractors or Government Bodies in the ordinary course of business and the granting of any guarantees over Subordinated Intercompany Debt and the granting of indemnities under GES PPA Promissory Notes in support of the PPA Discount Credits).
(i) Investment and Acquisitions. The Borrower shall not make any Investment or Acquisition, except:
(i) Authorised Investments;
(ii) Investment or Acquisition in connection with the acquisition by the Borrower of Real Property necessary for the Project; provided that the aggregate consideration paid by the Borrower does not exceed an amount equal to US$10,000,000.
(j) Loans or credit. The Borrower shall not make any loan or advance, or grant any credit or guarantee to any Person other than:

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(i) down payments and prepayments made to suppliers of the Borrower in the ordinary course of business in accordance with customary commercial terms;
(ii) receivables arising in the ordinary course of business; and
(iii) any guarantees permitted under Section 9.13(h).
(k) Material Project Documents. The Borrower shall not:
(i) enter into any Additional Material Project Documents without the approval of the Majority Senior Lenders;
(ii) without the consent of the ECA Agent (acting on behalf of the ECA Guarantor) in the case of the Boliden Offtake Agreement, amend in any respect or waive any material provision of, or assign or transfer, or give notice of assignment or transfer of any Material Project Document, in each case in a manner that would reasonably be expected to result in: (A) a Material Adverse Effect; (B) a Cost-to-Complete Shortfall; or (C) Project Completion not occurring on or prior to the Project Completion Longstop Date (provided that, for the avoidance of doubt, the implementation of any automatic replacement of the Management Services Agreement contemplated under the definition thereof shall not constitute a breach of this Section 9.13(k)(ii)) provided that no material provision (including in respect of tenor and the copper concentrate volumes) of the Boliden Offtake Agreement shall be amended (except to correct any clerical or administrative error) or waived without the consent of the ECA Agent (acting on behalf of the ECA Guarantor).
(iii) terminate or cancel, or permit to terminate or cancel, or give notice of any termination or cancellation of any Material Project Document (other than an Offtake Contract) without the approval of the Majority Senior Lenders, such approval not to be unreasonably withheld, or any Offtake Contract (unless the counterparty to such Offtake Contract is in default under it) and in the case of the Boliden Offtake Agreement, without the consent of the ECA Guarantor (provided that, for the avoidance of doubt, the termination of any pre-existing agreement upon the implementation of any automatic replacement of the Management Services Agreement contemplated under the definition thereof shall not constitute a breach of this Section 9.13(k)(iii));
(iv) amend, suspend, waive, or repudiate any portion of, an environmental or social permit or a Material Project Authorisation that would result in a Material Adverse Effect;
(v) without Majority Senior Lender consent:
- (A) enter into any Change Order; or
- (B) amend, supplement or modify in any material respect, any provision of a Material Project Document relating to the payment of liquidated damages, warranties, liabilities, performance tests, amount or timing of posting or content of performance bonds or guarantees or the payment schedule, or materially amends supplements or modifies the technical specifications of the Project,
- (C) in each case, giving rise to additional Project Costs or other potential expenditure of the Borrower in excess of: (i) $20,000,000 individually; (ii) $30,000,000 in the aggregate, together with all other Change Orders and such amendments entered into after the Financial Closing Date; or (iii) results in an Eligible Cost Overrun; or
(vi) settle any dispute or claim under a Material Project Document or compromise or settle any liability, in either case that results in payments becoming due from the Borrower in excess of the greater of: (A) $10,000,000 and (B) the then current budget as set forth in the Annual Operating Budget and Forecast Report.

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(l) Permitted Capital Expenditures. the Borrower shall not make any Capital Expenditures other than Permitted Capital Expenditures.
(m) Transactions with Affiliates. The Borrower shall not, directly or indirectly, enter into, or amend, any transaction or agreement with or for the benefit of any Affiliate of the Borrower except as may be expressly permitted pursuant to the terms of the Transaction Documents (including any hedging agreement or treasury transaction), and other than amendments, transactions or agreements that are in the ordinary course of business and upon terms and conditions at least as favourable to the Borrower as would be obtainable by the Borrower at the time in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Borrower; provided that, notwithstanding the foregoing, the Borrower may not enter into or amend any transaction or agreement with or for the benefit of any Affiliate of the Borrower with an aggregate value greater than US$5,000,000 without the approval of the Majority Senior Lenders and the ECAs, acting reasonably.
(n) Changes to the Life of Mine Plan. The Borrower shall not amend, revise, supplement or replace the Life of Mine Plan in any material respect without the prior written consent of the Majority Senior Lenders and the ECAs.
(o) Changes to the Construction Plan, Budget and Schedule. The Borrower shall not amend, revise, supplement or replace the Construction Plan, Budget and Schedule in any material respect without the prior written consent of the Majority Senior Lenders and the ECAs following consultation with the Technical Agent and the Independent Technical Consultant.
(p) Capital Structure. The Borrower shall not enter into any transaction or take any action to change or reorganise its capital structure or materially amend its articles, by laws or any other corporate documents in a manner that prejudices the Finance Parties or the ECA Guarantor.
(q) No merger. The Borrower shall not undertake or permit any merger, spin-off, consolidation, reorganisation or other fundamental corporate transaction.
(r) No subsidiary . The Borrower shall not establish or acquire any subsidiary.
(s) No change of name or location . The Borrower shall not, unless it has provided at least thirty (30) days prior written notice to the Administrative Agent and the Collateral Agents, change its legal or operating name or the location of its principal place of business.
(t) Amendments to the BCFM. The Borrower shall not make any material amendments or modifications to the Base Case Financial Model (including the Economic Assumptions or Technical Assumptions) unless such amendment or modification is:
(i) agreed by the Administrative Agent (acting on the instruction of all of the Senior Lenders) and the Borrower, acting reasonably and otherwise in accordance with Section 9.8 ( Base Case Financial Model );
(ii) not material, or required to be made under Applicable Law; or
(iii) for purposes of reflecting the completion of the mandatory hedging programme in accordance with the Hedging Strategy and is approved by the Administrative Agent in accordance with Section 10.3 ( Conditions Precedent to the Financial Closing Date ).
(u) Change of Control.
(i) Prior to the Project Completion Date, save in relation to any Affiliate Transfer:
- (A) subject to Section 9.13(u)(i)(B), no Sponsor is entitled to dispose of its shares in the Borrower (directly or indirectly held) prior to the Project Completion Date; and

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(B) neither Audley Mining Advisors Limited nor Orion Fund JV Ltd, Orion Mine Finance (Master) Fund I, LP, Orion Mine Finance (Master) Fund I-A, LP or Orion Mine Finance Fund II, LP is entitled to dispose of its shares in the Borrower (directly or indirectly held) prior to the Project Completion Date without the prior written consent of the Majority Senior Lenders (acting reasonably) and provided that, each of Finance Parties and the ECA Agent for and on behalf of the ECA Guarantor have confirmed at the time of the relevant disposal that they have satisfactorily completed client identification procedures in respect of such proposed transferee (including, if necessary, identification of directors and major shareholders of the proposed transferee) in compliance with applicable money laundering rules; and
(ii) Following the Project Completion Date, save in relation to any Affiliate Transfer, no Sponsor is entitled to dispose of its shares in the Borrower (directly or indirectly held) where to do so would result in a Change of Control in favour of an equity transferee which is not a Pre-Approved Transferee (so long as such Pre-Approved Transferee remains a Qualifying Investor), or which has not otherwise been approved by the Majority Senior Lenders, acting reasonably (provided that the Majority Senior Lenders shall be deemed to be acting unreasonably if such equity transferee is a Qualifying Investor which satisfies the requirements of paragraph (c) and, to at least the same extent as the Sponsor which is directly or indirectly disposing of such shares, paragraph (d) of the definition of Qualifying Investor to the extent that they rely on such requirements).

ARTICLE 10 CONDITIONS PRECEDENT

10.1 Conditions Precedent to Effective Date

The obligations of the Parties shall not become effective until each of the conditions precedent set forth in Part I ( Conditions Precedent to Effective Date ) of Schedule B ( Conditions Precedent ) have been satisfied in a manner reasonably acceptable to the Administrative Agent.

10.2 Conditions Precedent to Hedging Programme Commencement Date

Once the Effective Date has occurred the transactions contemplated under each Permitted Hedge Agreement will be effected in accordance with the Hedging Strategy upon satisfaction of each of the conditions precedent below in a manner reasonably acceptable to the Administrative Agent:

(a) The Borrower shall have issued a notice convening a meeting of its shareholders to resolve to increase the share capital of the Borrower in order to allow for MMC’s subscription for new shares in, or other capital contribution to, the Borrower in an aggregate equity amount equal to at least US$275,519,341.
(b) MMC shall have provided a copy of one or more SWIFT confirmations to the Intercreditor Agent evidencing the transfer of an equity amount at least equal to US$275,519,341 (the “ Blocked Amount ”) into the Blocked Sub-Account opened in the Borrower’s name and held with BNPP, in their capacity as Offshore Account Bank.
(c) The Borrower shall have delivered an executed copy of the Irrevocable Payment Instruction to the Administrative Agent.

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10.3 Conditions Precedent to Financial Closing Date

No Senior Lender will be obligated to make available the first Loan (or any part thereof) or disburse the first Utilisation under its Facility or in the case of the Bonding Facility, issue an Acceptable Closure Security, in each case unless no later than the date falling five (5) Business Days prior to the proposed first Utilisation Date, each of the conditions applicable to the proposed Utilisation under that Facility set out in the relevant Facility Agreement and each of the following conditions has been fulfilled, in each case in form and substance satisfactory to the Administrative Agent acting at the direction of each Facility Agent under the relevant Facility, as applicable (or have been waived by such Facility Agent in relation to that Facility, as applicable):

(a) each Facility Agent has issued to the Administrative Agent a written confirmation that all of the documents and other evidence listed in Part II ( Conditions Precedent to Financial Closing Date ) of Schedule B ( Conditions Precedent ) and delivered to the Administrative Agent are in form and substance satisfactory to it (or have been waived by the relevant Facility Agent in relation to the relevant Facility, as applicable); and
(b) the Administrative Agent has issued to each Facility Agent and the Borrower a written confirmation of the satisfaction of the conditions set out in Section 10.3(a) (the “ Initial Conditions Precedent Confirmation ”), which Initial Conditions Precedent Confirmation the Administrative Agent shall issue promptly upon receipt of all confirmations referred to in Section 10.3(a).

10.4 Conditions Precedent to All Utilisations

No Senior Lender will be obligated to make available any Loan (or any part thereof) or make any Utilisation under its Facility, or in the case of the Bonding Facility, issue an Acceptable Closure Security unless on the date falling: (i) five (5) Business Days prior to the first Utilisation Date; and (ii) five (5) Business Days prior to each proposed Utilisation Date thereafter, and on the proposed Utilisation Date for that Utilisation, each of the conditions applicable to the proposed Utilisation under that Facility set out in the relevant Facility Agreement and each of the following conditions has been fulfilled, in each case in form and substance satisfactory to the Administrative Agent at the direction of each Facility Agent under the relevant Facility, as applicable (or have been waived by such Facility Agent in relation to that Facility, as applicable):

(a) all of conditions listed in Part III ( Conditions Precedent to all Utilisations ) of Schedule B ( Conditions Precedent ) shall have been satisfied (or waived by the relevant Facility Agent in relation to the relevant Facility, as applicable);
(b) the Financial Closing Date shall have occurred (or will occur concurrently with the satisfaction of the other conditions set forth in this Section 10.4);
(c) the Administrative Agent shall have received from each Facility Agent, a Utilisation Request (other than in the case of the issuance of an Acceptable Closure Security) accompanied by a Costs Certificate and a Cost-to-Complete Certificate, which shall be approved by the Independent Technical Consultant no later than: (i) the date five (5) Business Days prior to the first Utilisation Date; and (ii) the date falling five (5) Business Days prior to any proposed Utilisation Date thereafter;
(d) no Potential Event of Default or Event of Default shall have occurred and be continuing nor shall there be any such Default or Event of Default after giving effect to the Utilisation; and
(e) all Repeating Representations made in or pursuant to the Finance Documents shall be true and correct in all material respects by reference to the facts and circumstances then subsisting.

10.5 Waiver of Conditions Precedent

Each Facility Agent, in accordance with the provisions of the Collateral Agency and Intercreditor Deed and the relevant Facility Agreement to which it is party, shall be entitled to make available a Loan under such Facility and permit the Borrower to make a Utilisation under such Facility notwithstanding failure by the

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Borrower to satisfy one or more of the conditions referred to in Section 10.1 ( Conditions Precedent to Effective Date ), Section 10.2 ( Conditions Precedent to Hedging Programme Commencement Date ), Section 10.3 ( Conditions Precedent to Financial Closing Date ) or Section 10.4 ( Conditions Precedent to All Utilisations ) (as applicable) in respect of such Facility Agreement.

ARTICLE 11 EVENTS OF DEFAULT AND REMEDIES

11.1 Events of Default

The occurrence of any of the following events, after (as applicable) the lapse of any cure period (if any) set forth below, or the issuance of notice (if any) in respect thereof, shall constitute an “Event of Default” :

(a) Payment Default .
(i) The Borrower fails to pay on or before the due date:
- (A) any amount of principal or interest due to the Finance Parties under the Finance Documents (other than any Permitted Hedge Agreement), or any amount due to the ECA Agent (for the benefit of the ECA Guarantor) or the ECA Guarantor under the ECA Covered Facility Agreement in connection with the ECA Guarantee, and such failure to pay amounts remains unremedied for a period of three (3) Business Days; or
- (B) any amount due to a Permitted Hedging Provider under a Permitted Hedge Agreement, and such failure to pay remains unremedied after any applicable grace period under such Permitted Hedge Agreement; or
(ii) the Borrower fails to pay on or before the due date, any other amount due to the Finance Parties under the Finance Documents, and such failure to pay remains unremedied for a period of thirty (30) days, and the Borrower defaults in the observance or performance of the Cost Overrun Facility (after the expiry of the applicable cure or grace periods) and such default has been continuing for thirty (30) days thereunder;
(b) Breach of Covenant. The Borrower defaults in the due performance or observance of any term, condition or provision of:
(i) this Agreement or any Finance Document, not otherwise specified in this Section 11.1 and, other than in the case of any breach of Section 9.1(cc), for which no cure period shall apply, and breach of any negative covenant in Section 9.13 ( Negative Covenants ) which are subject to Section 11.1(b)(ii), such breach remains unremedied for a period of thirty (30) days after the earlier of: (A) written notice by the Administrative Agent to the Borrower, and (B) the Borrower becoming aware of such breach;
(ii) Section 9.13 ( Negative Covenants ), except in the case of a breach of Section 9.13(s) ( No change of name or location ) or Section 9.13(t) ( Amendments to the BCFM ) and such breach remains unremedied for a period of thirty (30) days after the earlier of: (A) written notice by the Administrative Agent to the Borrower, and (B) the Borrower becoming aware of such breach; or
(iii) a Facility Agreement which is an event of default under such Facility Agreement unless cured in accordance with the applicable cure period set out in such Facility Agreement.
(c) Misrepresentation. The Borrower makes any representation or warranty under any Finance Document, or in any certificate, Financial Statement or other document furnished to any Secured Party, to which it is a party which is incorrect or incomplete when made or deemed to be made

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(except to the extent any such representation or warranty expressly relates to an earlier date, and in such case, shall be true and correct on and as of such earlier date) or, to the extent such representation or warranty is not already qualified by materiality, such representation or warrant is incorrect or incomplete in any material respect when made or deemed to be made and in each case the circumstances so misrepresented are not corrected, and if capable of being corrected, within ten (10) days after the earlier of the Borrower becoming aware of the misrepresentation or notice of such misrepresentation from the Administrative Agent to the Borrower specifying such misrepresentation;

(d) Cross Payment Default and Cross Acceleration . The Borrower:

(i) fails to make any payment when such payment is due and payable (after expiry of any grace period applicable to such payment) to any Person in relation to any Debt (other than Debt incurred under the Finance Documents) having a principal amount in excess of an individual amount equal to US$10,000,000, and in aggregate amount equal to US$25,000,000, or any such Debt is accelerated, and, in each case such failure is not remedied within three (3) days provided such cure period shall only apply if the Borrower, acting reasonably, disputes the failure to pay or applicable breach, and remedies are actively being pursued by the Borrower, otherwise no such cure period shall apply; or
(ii) fails to make any payment when such payment is due and payable (after expiry of any applicable grace period) under the Cost Overrun Facility or any Cost Overrun Loan is accelerated.
(e) Insolvency. Any of the following occurs:
(i) the Borrower admits its inability, or fails, to pay its debts generally as they become due;
(ii) the Borrower or, for so long as Mantos Holding is a shareholder of the Borrower, Mantos Holding: (A) voluntarily commences any proceeding or files any petition seeking liquidation, reorganisation, insolvency or other relief under any bankruptcy, insolvency, receivership or similar law, (B) consents to the institution of, or fails to contest in a timely and appropriate manner, any proceeding or petition described in Section 11.1(e)(iii) below; (C) applies for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official; (D) files an answer admitting the material allegations of a petition filed against it in any such proceeding, (E) makes a general assignment for the benefit of creditors; or (F) takes any action for the purpose of effecting any of the foregoing, in each case without prejudice to any financial protection period afforded by Chilean Law No. 20, 720;
(iii) with respect to the Borrower or Mantos Holding, any corporate action, legal proceeding or other procedure or step is taken in relation to, or involuntary proceeding shall be commenced or involuntary petition shall be filed seeking:
- (A) the suspension of payments, a moratorium of any Debt, winding-up, dissolution, administration, bankruptcy, insolvency, receivership or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) or a composition, compromise, general assignment or similar arrangement with any creditor of the Borrower or Mantos Holding (or any analogous procedure or step is taken in any jurisdiction), or other relief under any bankruptcy, or similar law in respect of the Borrower or Mantos Holding;
- (B) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer or official in each case for the Borrower or Mantos Holding; or

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(C) an order or decree approving or ordering any of the foregoing shall be entered and, in any such case, such proceeding, petition, order or decree shall continue undismissed and unstayed for a period of forty-five (45) days or more, unless, in any such case, such action, legal proceeding, petition, order or decree is frivolous or vexatious, in which case no Event of Default shall arise under this Section 11.1(e)(iii)(C) if the Borrower controverts the same in an appropriate manner within ten (10) days of such order or decree, and until such action, legal proceeding, petition, order or decree remains undismissed or unstayed for a period of sixty (60) days or more from its commencement;
(iv) an order is made or a resolution is passed for the winding up, liquidation or dissolution of the Borrower or Mantos Holding;

(f) Financial Ratios and DSRA Required Balance

(i) on any Calculation Date on or following the Initial Repayment Date, the Historic Debt Service Cover Ratio is less than 1.20:1 unless the Borrower has exercised the Cure Right and cured such breach in accordance with Section 9.2(c);
(ii) on any Calculation Date on or following the Initial Repayment Date, the Loan Life Cover Ratio is less than 1.30:1; and
(iii) at any time following the Project Completion Date, the DSRA Required Balance shall fail to be on deposit in the Debt Service Reserve Account on two (2) consecutive Calculation Dates;
(g) Adverse Judgement. An adverse final judgement, order, writ of execution, garnishment, attachment, arbitral award or similar process that is not capable of further appeal, for an amount in excess of US$30 million, is issued or levied against the Borrower or any the Collateral; provided that to the extent that any such action or process is appealable or contestable, such judgement, order, writ of execution, garnishment, attachment, arbitral award or similar process remains unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a period of sixty (60) days after the right of appeal or contest arises;
(h) Repudiation of Material Project Document. Any Material Project Document (other than an Offtake Contract) is repudiated, contested or disaffirmed by any Person (other than the Collateral Agents, the Intercreditor Agent, or any other Finance Party) in whole or in part, ceases to be in full force and effect, or is invalidated, becomes unlawful, or rendered unenforceable by any act, regulation or governmental action or is determined to be invalid or unenforceable by a court or other judicial entity, and, if a replacement is diligently being pursued by the Borrower, such Material Project Document is not replaced on terms acceptable to the Majority Senior Lenders, acting reasonably, within ninety (90) days;
(i) Repudiation of Finance Document or the ECA Guarantee. Any Finance Document or the ECA Guarantee is repudiated, contested or disaffirmed by any Person (other than the Collateral Agents, the Intercreditor Agent, or any Finance Party) in whole or in part which has also ceased to perform its obligations thereunder, ceases to be in full force and effect, or is invalidated, becomes unlawful, or rendered unenforceable by any act, regulation or governmental action or is determined to be invalid or unenforceable in a final non-appealable judgement by a court or other judicial entity;

(j)

Security

(i) Any security interest granted in favour of any Secured Party in any Collateral fails to be a valid, perfected, enforceable security interest; or
(ii) all or any portion of the Collateral is attached, sold, transferred, Encumbered or assigned by a person other than the Finance Parties or without the consent of the Finance Parties

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(other than pursuant to a Permitted Asset Disposition or Permitted Encumbrance, as applicable) and in the case of such attachment shall remain unlifted, unstayed or undischarged for a period of forty-five (45) days;

(k) Abandonment and Suspension . The Borrower:

(i) takes any action to abandon all or any material portion of the Collateral; or
(ii) otherwise suspends or fails to maintain development, construction or mining or processing operations at the Project in each case, as each such activity is applicable to the stage of development of the Project (which, prior to the Commercial Operation Date, means the development and construction of the Project and the achievement of Project Completion and after the Commercial Operation Date, the conduct of mining and processing operations to produce for export and sale of copper cathode and concentrate bearing copper, gold and other Minerals in accordance with the Life of Mine Plan),

provided that no Event of Default shall be deemed to have occurred under paragraph 11.1(k)(ii)(ii) above if it is a Permitted Asset Disposition or: (A) such suspension is for sound operational reasons in accordance with Good Industry Practice, (B) the Borrower has notified the Administrative Agent of such suspension and (C) the Project and its operations are restored and operating substantially as at the time prior to such suspension not later than ninety (90) days after the commencement of such suspension;

(l) Change of Control. A Change of Control has: (i) occurred or; (ii) been announced, and the proposed equity transferee is, or is an Affiliate of a Person which is, subject to OFAC, European Union or the member states thereof, Japanese, UK, Australian or any Agency policy-related, sanctions or the subject of an investigation or proceeding relating to applicable Sanctions, AML Legislation or Anti-Corruption Laws, or, within the past 5 years, the subject of Sanctions or formal censure by any relevant Governmental Body including World Bank Group, the European Bank for Reconstruction and Development, the African Development Bank, the Asian Development Bank and the Inter-American Development Bank, concerning its treatment of indigenous populations, its community relations record or its failure to comply with Applicable Laws, and applicable Environmental and Social Requirements including in relation to the environmental, health and safety and social (including Human Rights) impacts of any projects in which it has an interest or other areas of its operations;
(m) Currency controls and export restrictions. Any Governmental Body of Chile imposes or enforces:
(i) formal or de facto exchange or currency controls; or
(ii) an embargo or other restrictions on export of copper or gold;
(iii) such that, in the case of paragraphs (i) and (ii), the Borrower is, or could be, unable to timely effect the transfer of payments to any Finance Party assuming such payments are at such time immediately due or as such payments are due under the Finance Documents or the ECA Guarantee.
(n) Expropriation Event. The occurrence of an Expropriation Event which is continuing for ninety (90) days or more; provided that such cure period shall apply only if the Borrower actively and diligently pursuing a resolution to regain ownership and control over the Project substantially as held prior to such event;
(o) Violence and civil strife. Any act or acts of insurrection, civil strife or terrorism in Chile shall have occurred that has or have a Material Adverse Effect on the Borrower’s ability to construct or operate the Project as contemplated by the MVDP EPC Contract, the Offtake Contracts, the Material Project Authorisations, or the Development Plan and such act or acts result in the material cessation of

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construction or operations for a period of ninety (90) days; provided that such cure period shall apply only if the Borrower is actively and diligently pursuing a resolution to continue constructing or operating the Project and otherwise regain ownership and control over the Project substantially as held prior to such event;

(p) Project Completion

(i) A Cost-to-Complete Certificate evidences:
- (A) a Cost to Complete Shortfall and such Cost to Complete Shortfall is continuing for 90 days; or
- (B) it is not possible under any circumstances to achieve the Project Completion Date by the Project Completion Longstop Date.
(ii) Failure to achieve the Project Completion Date by the Project Completion Longstop Date;
(q) Mantos Holding covenants. Mantos Holding defaults in a material respect in respect of the HoldCo Covenants, if applicable.
(r) ECA Guarantee Termination Event. The occurrence of an ECA Guarantee Termination Event.
(s)

Environmental and Social Events of Default

(i) Corrective Action Plan . Failure by the Borrower to comply with the requirements of any Corrective Action Plan within 30 days after its required implementation date;
(ii) E&S Non-Compliance Event . The occurrence of an E&S Non-Compliance Event which is continuing for 60 days or more and which is not capable of being corrected or remedied by a Corrective Action Plan or any other action;
(iii) Any environmental and social representation set out in Sections 7.1(w), 7.1(y) and 7.1(x) is proven to be incorrect or misleading in a material respect and the circumstances so misrepresented are not corrected within a ten (10) day cure period after notice from the relevant Agent to the Borrower specifying such breach and requiring the underlying circumstances to be rectified.
(iv) Breach of any of the covenants in Sections 9.1(k), 9.1(m), 9.1(n), 9.1(o), 9.1(p), 9.1(q), 9.1(r), 9.1(t), 9.4, 9.5 and 9.6 by the Borrower unless cured within a ten (10) day cure period[i] after notice from the relevant Agent to the Borrower other than section 9.6(c) for which no such cure shall apply.

11.2 Remedies Upon Default

(a) If an Event of Default has occurred and is continuing:
(i) the Administrative Agent and the Intercreditor Agent acting on the instructions of the Majority Senior Lenders may, by notice given to the Borrower, direct, and instruct the Collateral Agents to ensure that, no withdrawals of Excess Cash Flow may be made from any Project Account and otherwise in accordance with the terms of the Collateral Agent and Intercreditor Deed;
(ii) under Section 11.1(e), to the extent permitted by Applicable Law, the Obligations (other than Obligations under any Permitted Hedge Agreement) shall automatically and immediately become due and payable.

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(iii) the Administrative Agent as instructed by the Majority Senior Lenders (or the Intercreditor Agent as instructed by the Required Majority, as the case may be) may, by notice given to the Borrower, take any of the following actions:
(A) declare all Obligations (other than Obligations under any Permitted Hedge Agreement) to be immediately due and payable, where upon they shall be become immediately due and payable; and/or
(B) to the extent permitted by Applicable Law and by the Collateral Agency and Intercreditor Deed:
- (I) declare that no withdrawals may be made from any Project Account;
- (II) direct the Collateral Agents to enforce and/or realise all or any part of the Security;
- (III) take any steps contemplated in any Direct Agreement;
- (IV) take such actions and commence such proceedings (or direct the Collateral Agents to take such actions or commence such proceedings) as may be permitted at law or in equity (whether or not provided for herein or in the Security Documents) at such times and in such manner as the Administrative Agent, in its sole discretion, may consider expedient;
- (V) cancel any or all undrawn Commitments; and/or
- (VI) provided that a Decision has been taken to Accelerate the Senior Loans, require the termination of any or all Permitted Hedge Agreements in the manner contemplated in section 17.2 ( Required Termination of Hedge Agreement ) of the Collateral Agency and Intercreditor Deed,

and all of the foregoing without any additional notice, presentment, demand, protest, notice of protest, dishonor or any other action except as required by law. The rights and remedies of the Administrative Agent, the Finance Parties and the Collateral Agents under this Agreement are cumulative and are in addition to and not in substitution for any other rights or remedies provided by Applicable Law or by any of the other Finance Documents and the ECA Guarantee.

(b) The Administrative Agent, acting on the instruction of the Intercreditor Agent, shall promptly notify the Borrower, each Collateral Agent and each Finance Party upon its satisfaction acting reasonably, as to the cessation of an Event of Default. Upon delivery of a notice, an Event of Default to which such notice relates shall no longer be deemed to be continuing.

11.3 Set-Off upon Event of Default

Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent acting on the instructions of the Majority Senior Lenders may, without notice to the Borrower or to any other Person, and subject to the Collateral Agency and Intercreditor Deed, combine, consolidate and merge all or any of the Borrower’s accounts with, and liabilities to, the Finance Parties and set off, any indebtedness and liability of the Finance Parties to the Borrower, matured or unmatured, against and on account of the Obligations when due.

11.4 Application of Proceeds

The proceeds received by the Administrative Agent in respect of any sale of, collection from or other realisation upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies, and any other funds realised by Administrative Agent during the continuance of an Event of Default, shall be applied, subject in all respects to the Collateral Agency and Intercreditor Deed.

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11.5 Subrogation

Subject to section 4.1(b) of the Collateral Agency and Intercreditor Deed (as if the ECA Guarantor were a party to it in the capacity as a Secured Party (regardless of whether or not the ECA Guarantor actually is a party to the Collateral Agency and Intercreditor Deed in that capacity at the relevant time) each Party acknowledges and agrees that in the event that the ECA Guarantor shall have paid any Obligation to any ECA Covered Facility Lender Party pursuant to the ECA Guarantee, the ECA Guarantor may, in its sole discretion, elect by notifying the ECA Agent in writing to be subrogated to the rights of such ECA Covered Facility Lender Party in respect of such Obligations under this Agreement and the ECA Guarantee and shall be an ECA Covered Facility Lender Party and a Finance Party for all purposes under the ECA Covered Facility Agreement and the other Finance Documents to the extent of such payment, and the obligations of the Borrower to the ECA Guarantor as a subrogee shall constitute unpaid Obligations for purposes of Section 11.1(a) until such Obligations shall be paid in full.

ARTICLE 12 CHANGES TO PARTIES

12.1 Assignment by Senior Lenders

(a) This Agreement, and the other Finance Documents shall enure to the benefit of and be binding upon the parties party to them, their respective successors and any permitted assignee or transferee of some or all of the parties’ rights or obligations under this Agreement, the other Finance Documents as permitted under this Section 12.1.
(b) A Senior Lender (the “ Existing Lender ”) may assign all or any part of its rights in respect of, or transfer by novation its rights and obligations under this Agreement and any of the other Finance Documents to or in favour of any Person (" New Lender ") without the consent of the Borrower and have its corresponding obligations under this Agreement and any Finance Document assumed by such Person; provided that:
(i) the Borrower’s consent to assignment or transfer by novation shall be required (which consent shall not be unreasonably withheld, delayed or conditioned) for any assignment or transfer of a Person other than a Permitted Transferee; unless an Event of Default has occurred and is continuing and in such case a Senior Lender may make an assignment or transfer by novation to any Person and such transfer by novation or assignment shall not require the consent of the Borrower and shall not be subject to any restriction (including those set forth in this Section 12.1);
(ii) in the case of any assignment or transfer by novation of any ECA Covered Facility Loan, the consent of the ECA Agent acting on behalf of the ECA Guarantor shall be required.
(c) Any assignment or transfer by novation made under this Agreement shall become effective when the Borrower has been notified of it by the Administrative Agent and:
(i) the Administrative Agent executes a duly completed and executed Transfer Certificate signed by the relevant Facility Agent which is delivered by the Existing Lender and the Permitted Transferee;
(ii) the Administrative Agent executes an otherwise duly completed Intercreditor Accession Deed delivered by the Permitted Transferee;
(iii) once the Administrative Agent is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulation in relation to the transfer of such New Lender; and

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(iv) any documents required by local counsel and requested by the Administrative Agent to ensure the assignee Senior Lender receives the benefit of the Security (including in the case of Security Documents governed by the laws of Chile, an agreement from the assignee Senior Lender to become a party to it); and

any such assignee or transferee shall be treated as a party to this Agreement for all purposes of this Agreement and the other Finance Documents and shall be entitled to the full benefit of this Agreement and the other Finance Documents and shall be subject to the obligations of the Senior Lenders to the same extent as if it were an initial party in respect of the rights assigned or transferred to it and obligations assumed by it and the Senior Lender making such assignment shall be released and discharged accordingly.

(d) The Borrower and the other Finance Parties irrevocably authorise the Administrative Agent to execute any Transfer Certificate or Intercreditor Accession Deed on their behalf, without any consultation with them.
(e) If the consent of the Borrower is required for any assignment, the Administrative Agent and relevant Facility Agent shall not be obligated to enter into a Transfer Certificate if the Borrower withholds its consent.
(f) If:
(i) a Senior Lender assigns or transfers any of it rights or obligations under the Finance Documents or changes its lending office; and
(ii) as a result of circumstances existing at the date of the assignment, transfer or change occurs, the Borrower would be obligated to pay a Tax Payment or a payment relating to increased costs,

then the Borrower need only pay that Tax Payment or a payment relating to the increased costs to the same extent it would have been obligated to pay if the assignment, transfer or change had not occurred.

(g) The Senior Lenders may provide to any permitted assignee or transferee such information, including Confidential Information, concerning this Agreement, the other Finance Documents, the ECA Guarantee and the financial position and the operations of the Borrower as, in the reasonable opinion of the Senior Lenders, may be relevant or useful in connection with this Agreement, the other Finance Documents or any portion thereof proposed to be acquired by such assignee or transferee; provided that each recipient of such information agrees not to disclose such information to any other Person except as permitted pursuant to Article 21 ( Confidential Information ).
(h) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices at 787, 7th Avenue, New York, NY 10019, United States of America, a copy of each assignment delivered to it and a register for the recordation of the names and addresses of the Senior Lenders, and the Commitments of, and principal amounts of (and stated interest on) the Loans owing to, each Senior Lender pursuant to the terms of this Agreement from time to time (the “ Register ”).
(i) The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Senior Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Senior Lender under this Agreement for all purposes of this Agreement.
(j) The Register shall be available for inspection by the Borrower and any Senior Lender, at any reasonable time and from time to time upon reasonable prior notice.

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(k) Each new Senior Lender, by executing the relevant Transfer Certificate, confirms that each of the relevant Facility Agent and the Administrative Agent, has authority to executed on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Senior Lenders in accordance with the relevant Facility Agreement or this Agreement before the date the transfer becomes effective.
(l) Any Senior Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, transfer sub-participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or a Person who is not a Permitted Transferee); provided, further, that:
(i) if an Event of Default has occurred and is continuing then a Senior Lender may transfer a sub-participations to a Person that is not a Permitted Transferee) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it);
(ii) (A) such Senior Lender’s obligations under this Agreement shall remain unchanged, (B) such Senior Lender shall remain solely responsible to the other parties to this Agreement for the performance of such obligations; and (C) the Borrower, the Administrative Agent and Senior Lenders shall continue to deal solely and directly with such Senior Lender in connection with such Senior Lender’s rights and obligations under this Agreement.
(m) Any agreement or instrument pursuant to which a Senior Lender transfers such sub-participation shall provide that such Senior Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Senior Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver of Section 23.3 ( Remedies and Waivers ) that affects such Participant and that require the consent of each Senior Lender. The Borrower agrees that each Participant shall be entitled to the benefits of Section 6.3 ( Change in Circumstances ) to the same extent as if it were a Senior Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 12.1. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.3 ( Set-Off upon Event of Default ) as though it were a Senior Lender provided that:
(i) such Participant agrees to be subject to Section 13.19 ( Payments ) as though it were a Senior Lender. Each Senior Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts of (and stated interest on) each Participant’s interest in the Loans or other obligations under the Finance Documents (the “ Participant Register ”);
(ii) no Senior Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Finance Document) to any Person except to the extent that such disclosure is necessary under Applicable Laws.
(n) The entries in the Participant Register shall be conclusive absent manifest error, and such Senior Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
(o) In addition to any other rights of the Senior Lenders under this Section 12.1, any Senior Lender may at any time pledge or assign or otherwise create a security interest in all or any portion of its rights under this Agreement to secure obligations of such Senior Lender, including any pledge or

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assignment to secure obligations to a Federal Reserve Bank or any other central bank; provided that no such pledge or assignment shall release such Senior Lender from any of its obligations under this Agreement or substitute any such pledgee or assignee for such Senior Lender as a party to this Agreement.

(p) In connection with any assignment, participation or pledge made pursuant to this Section 12.1, the Borrower agrees to enter into such documents as may reasonably be required by a Senior Lender to evidence such assignment, participation or pledge.

12.2 Assignment by Borrower

The Borrower shall not assign all or any part of its rights, benefits or obligations under this Agreement or any of the other Finance Documents to which it is a party without the prior written consent of the Senior Lenders and the ECAs, which may not be unreasonably withheld or subject to unreasonable conditions.

12.3 Security over Senior Lenders’ rights

In addition to the other rights provided to the Senior Lenders under this Section 12.3, each Senior Lender may without consulting with or obtaining consent from the Borrower, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Senior Lender including:

(a) any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and
(b) any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,
(i) except that no such charge, assignment or Security shall:
(ii) release a Senior Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for the Senior Lender as a party to any of the Finance Documents; or
(iii) require any payments to be made by a Borrower other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Senior Lender under the Finance Documents.

ARTICLE 13 ADMINISTRATIVE PARTIES

13.1 Appointment of the Administrative Agent

(a) Each Finance Party to this Agreement (other than the Administrative Agent and the Collateral Agents) appoints and authorises the Administrative Agent to act on its behalf as its agent under and in connection with the Finance Documents. By its signature below, the Administrative Agent (or any of its successors pursuant to this Article 13) accepts such appointment.
(b) Each Finance Party (other than the Administrative Agent and the Collateral Agents) authorises the Administrative Agent in such capacity to exercise the rights, powers, authorities and discretions that are specifically delegated to the Administrative Agent under or in connection with the Finance Documents, together with any other incidental rights, powers, authorities and discretions.
(c) Each Finance Party (other than the Administrative Agent, the Collateral Agents and the Intercreditor Agent) authorises the Administrative Agent to appoint MUFG Bank, Ltd. as Intercreditor Agent on

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behalf of the Finance Parties in respect of the Collateral under the Collateral Agency and Intercreditor Deed and BNP Paribas as Offshore Collateral Agent on behalf of the Finance Parties under the Security Documents to which it is a party. Each Secured Party authorises the Offshore Collateral Agent to appoint Banco de Crédito e Inversiones as the Onshore Collateral Agent on behalf of the Secured Parties under the Security Documents. In connection with such appointment, each Finance Party confirms and ratifies the power of attorney granted by the Offshore Collateral Agent, acting on behalf of the Finance Parties, on December 15, 2020, appointing representatives in Chile to execute the Onshore Collateral Agency Agreement on the behalf of the Onshore Collateral Agent.

(d) Each of the Secured Parties hereby exempts each of the Administrative Agent, the Collateral Agents and the Intercreditor Agent from the restrictions pursuant to section 181 German Civil Code ( Bürgerliches Gesetzbuch ) and similar restrictions applicable to it pursuant to any other Applicable Law, in each case to the extent legally possible to such Secured Party. A Secured Party which cannot grant such exemption shall notify each Agent accordingly.
(e) The provisions of this Article 13 are solely for the benefit of the Finance Parties and the Borrower shall not have rights as a third-party beneficiary of any such provision.

13.2 Instructions to the Administrative Agent

(a) Unless a contrary indication appears in a Finance Document or the ECA Guarantee, the Administrative Agent:
(i) shall exercise, or refrain from exercising, any right, power, authority or discretion vested in it as Administrative Agent in accordance with any instructions given to it by the Required Majority in accordance with the Collateral Agency and Intercreditor Deed; and
(ii) shall not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with the instructions of the Required Majority under the Collateral Agency and Intercreditor Deed.
(b) The Administrative Agent shall be entitled to request instructions, or clarification of any instruction, pursuant to the Collateral Agency and Intercreditor Deed as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Administrative Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.
(c) Unless a contrary indication appears in a Finance Document, any instructions given to the Administrative Agent pursuant to the Collateral Agency and Intercreditor Deed shall override any conflicting instructions given by any other Finance Parties and shall be binding on all Finance Parties.
(d) In the absence of instructions pursuant to the Collateral Agency and Intercreditor Deed, the Administrative Agent may act (or refrain from taking action) as it considers to be in the best interest of the Senior Lenders.
(e) The Administrative Agent is not authorised to act on behalf of a Senior Lender (without first obtaining such Senior Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document or the ECA Guarantee, unless the legal or arbitration proceedings relate to (i) the perfection, preservation or protection of rights under any Security Document; or (ii) the enforcement of any Security or Security Document.
(f) The Administrative Agent may:
(i) assume, absent actual knowledge or written notice to the contrary, that:

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(A) any representation made by any Person in connection with any Transaction Document is true,
(B) no Potential Event of Default or Event of Default exists,
(C) no Person is in breach of or in default under its obligations under any Transaction Document and
(D) any right, power, authority or discretion vested in this Agreement upon any other Agent or Independent Consultant has not been exercised;
(ii) assume, absent actual knowledge or written notice to the contrary, that any notice or certificate given by any Person or Independent Consultant has been validly given by a Person authorised to do so and act upon such notice or certificate unless the same is revoked or superseded by a further such notice or certificate;
(iii) assume, absent written notice to the contrary, that the address, facsimile, email and telephone numbers for the giving of any written notice to any Person under this Agreement is that identified in Section 22.1 ( Notices ) until it has received from such Person a written notice designating some other office of a Person to replace any such address or facsimile or email or telephone number and act upon any such notice until the same is superseded by a further such written notice; and
(iv) employ, the costs and expenses of which shall be for the account of the Borrower, attorneys, consultants, accountants or other experts whose advice or services the Administrative Agent may reasonably determine is necessary, provided that:
(A) in connection with an exercise of remedies following the occurrence of an Event of Default, the Administrative Agent shall be permitted to employ any such Person at the reasonable expense of the Borrower as it determines to be necessary in its sole discretion), may pay reasonable and documented fees and expenses for the advice or service of any such Person and may rely upon any advice so obtained; and
(B) the Administrative Agent shall be under no obligation to act upon such advice if it does not deem such action to be appropriate.

13.3 Duties of the Administrative Agent

(a) The Administrative Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.
(b) The Administrative Agent shall forward promptly to a Finance Party the original or a copy of any document which it receives under this Agreement and the other Transaction Documents, including non-administrative notices, certificates, reports, opinions and agreements, which are delivered to the Administrative Agent for such Finance Party by any other Finance Party and shall provide a copy of all notices delivered to it or by it under each Finance Document to which it is a party to each Facility Agent.
(c) The Administrative Agent shall perform its duties in accordance with the Finance Documents and any instructions given to it by the Majority Senior Lenders, which instructions shall be binding on all Finance Parties party to this Agreement.
(d) The Administrative Agent shall have no responsibility for the accuracy or completeness of any information supplied by any Person in connection with the Project or for the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document or any other document referred to in this Agreement or provided for in this Agreement or in any Transaction Document or

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for any recitals, statements, representations or warranties made by the Borrower or any other Person contained in this Agreement or any other Transaction Document or in any certificate or other document referred to or provided for in or received by the Administrative Agent, under this Agreement or any other Transaction Document.

(e) The Administrative Agent shall not be liable as a result of any failure by the Borrower or its Affiliates or any Person party hereto or to any other Transaction Document to perform their respective obligations under this Agreement or under any other Transaction Document or any document referred to or provided for herein or therein or as a result of taking or omitting to take any action under this Agreement or in relation to any Transaction Document, except to the extent of the Administrative Agent’s gross negligence, fraud or willful misconduct.
(f) The Administrative Agent:
(i) is not obligated to monitor or enquire whether a Potential Event of Default or Event of Default has occurred; and
(ii) shall not be deemed to have knowledge of or notice of the occurrence of a Potential Event of Default or Event of Default unless the Administrative Agent has actual knowledge of such Potential Event of Default or Event of Default or has received a notice from a Senior Lender or Independent Consultant, referring to this Agreement or any Facility Agreement, describing such Potential Event of Default or Event of Default and stating that such notice is a “Notice of Default.” If the Administrative Agent has received notice from a Person describing a Potential Event of Default or Event of Default or receives such a “Notice of Default,” the Administrative Agent shall give prompt notice thereof to each other Agent. The Administrative Agent shall take such action with respect to such Potential Event of Default or Event of Default as is provided in Article 11 ( Events of Default and Remedies ); provided that, unless and until the Administrative Agent shall have received such directions, it may (but shall not be obligated to) take such action or refrain from taking such action, with respect to such Potential Event of Default or Event of Default as it shall deem advisable and in the best interest of the Finance Parties.
(g) The Administrative Agent shall not:
(i) be bound to inquire as to:
- (A) whether or not any representation made by any other Person in connection with any Transaction Document is true,
- (B) the occurrence or otherwise of any Potential Event of Default or Event of Default,
- (C) the performance by any other Person of its obligations under any of the Transaction Documents or
- (D) any breach or default by any other Person of its obligations under any of the Transaction Documents;
(ii) be bound to account to any Person for any sum or the profit element of any sum received by it for its own account except as provided in this Agreement; or
(iii) be bound to disclose to any Person any information relating to the Project or to any Person if such disclosure would or might in its opinion, constitute a breach of any Applicable Law or otherwise be actionable at the suit of any Person.
(h) If the Administrative Agent receives notice from a Finance Party referring to this Agreement or a Facility Agreement, describing certain circumstances and stating that the circumstances described constitute a Potential Event of Default, it shall notify each of the Facility Agents.

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(i) If the Administrative Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party under any of the Finance Documents, it shall notify each of the Facility Agents promptly.
(j) The Administrative Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).
(k) It is understood and agreed by each Finance Party to this Agreement (for itself and any Person claiming through it) that, except as expressly set forth in this Agreement, it has itself been and will continue to be, solely responsible for making its own independent appraisal of and investigations into, the financial condition, creditworthiness, condition, affairs, status and nature of each Person and, accordingly, each such Finance Party this Agreement warrants to the Administrative Agent that it has not relied on and will not rely on the Administrative Agent:
(i) in making its decision to enter into this Agreement, any other Finance Document, the ECA Guarantee or any amendment, waiver or other modification to any of them;
(ii) to check or inquire on its behalf into the adequacy, accuracy or completeness or any information provided by any Person or Independent Consultant in connection with any of the Transaction Documents or the transactions therein contemplated (whether or not such information has been or is hereafter circulated to such Person or Independent Consultant by the Administrative Agent); and
(iii) to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of any Person or Independent Consultant.

13.4 Role of the Mandated Lead Arranger

Except as specifically provided in the Finance Documents, no Mandated Lead Arranger has any obligations of any kind to any other Finance Party under or in connection with any Finance Document or the ECA Guarantor, as applicable.

13.5 No Fiduciary Duties

Except as specifically provided in a Finance Document:

(a) nothing in the Finance Documents or the ECA Guarantee makes an Administrative Party a trustee or fiduciary of any other person; and
(b) no Administrative Party shall be bound to account to any Senior Lender for any sum or the profit element of any sum received by it for its own account.

13.6 Business with the Borrower

(a) Each Administrative Party may accept deposits from, lend money to and generally engage in any kind of banking or other business with the Borrower.
(b) If it is also a Senior Lender, each Administrative Party has the same rights and powers under the Finance Documents and the ECA Guarantee, as applicable, as any other Senior Lender and may exercise those rights and powers as though it were not an Administrative Party.
(c) Each Administrative Party may carry on any business with the Borrower or its related entities (including acting as an agent or a trustee in connection with any other financing).

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13.7 Responsibility for Documentation

(a) No Administrative Party is responsible or liable for:
(b) the adequacy, accuracy or completeness of any statement or information (whether oral or written) made, given or supplied by any person in or in connection with any Finance Document or Risk Coverage Document, as applicable;
(c) the legality, validity, effectiveness, adequacy, completeness or enforceability of any Finance Document, the ECA Guarantee, as applicable, or the Security or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document, the ECA Guarantee, as applicable, or the Security; or
(d) any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

13.8 No Duty to Monitor

Neither the ECA Agent nor any Facility Agent shall be bound to enquire:

(a) whether or not any Potential Event of Default has occurred;
(b) as to the performance, default or any breach by any Finance Party of its obligations under any Finance Document or ECA Guarantee, as applicable; or
(c) whether any other event specified in any Finance Document or ECA Guarantee, as applicable, has occurred.

13.9 Exclusion of Liability

(a) Without limiting paragraph 13.9(a)(i) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of any Administrative Party), no Administrative Party nor any of its respective officers, directors, employees or agents shall be liable to any Person or any Independent Consultant for:
(i) any damage, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document, the ECA Guarantee, as applicable, or the Security, unless directly caused by its gross negligence, willful misconduct or fraud, as determined by a court of competent jurisdiction;
(ii) exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document, the ECA Guarantee, as applicable, or the Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document, the ECA Guarantee, as applicable, or the Security; or
(iii) without prejudice to the generality of paragraphs 13.9(a)(i) and 13.9(a)(ii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
- (A) any act, event or circumstance not reasonably within its control; or
- (B) the general risks of investment in, or the holding of assets in, any jurisdiction,

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including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any thirdparty transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

(b) No Administrative Party nor any of its officers, directors, employees or agents shall be liable to any Person or Independent Consultant for any action taken or omitted under this Agreement, under the other Finance Documents, or the ECA Guarantee, as applicable, or in connection therewith, except to the extent caused by the gross negligence, fraud or willful misconduct of such Administrative Party, as determined by a court of competent jurisdiction. The Finance Parties party hereto each (for itself any Person claiming through it) hereby release, waive, discharge and exculpate such Administrative Party for any action taken or omitted under this Agreement, under the other Finance Documents or the ECA Guarantee, as applicable, or in connection therewith, except to the extent caused by the gross negligence, fraud or willful misconduct of such Administrative Party as determined by a court of competent jurisdiction. Each Administrative Party will not be liable for any delay (or any related consequences) in crediting an account with an amount required under any Finance Document or the ECA Guarantee, as applicable, to be paid by such Administrative Party if the Administrative Party has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Administrative Party for that purpose.
(c) No Finance Party (other than the relevant Administrative Party (as applicable)) may take any proceedings against any officer, employee or agent of an Administrative Party in respect of any claim it might have against such Administrative Party or in respect of any act or omission of any kind by such officer, employee or agent in relation to any Finance Document, Risk Coverage Documents, as applicable, or any Security, except in respect of proceedings for fraud. Any officer, employee or agent of an Administrative Party may enforce and enjoy the benefit of this Section 13.9.
(d) No Facility Agent shall be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents or the ECA Guarantee, as applicable, to be paid by such Facility Agent if such Facility Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by such Facility Agent for that purpose.
(e) Nothing in this Agreement or any Facility Agreement shall obligate any Administrative Party to carry out:
(i) any "know your customer" or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement or any Facility Agreement might be unlawful for any Senior Lender,

on behalf of any Senior Lender and each Senior Lender confirms to each Administrative Party that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by any other Administrative Party.

(f) Without prejudice to any provision of any Finance Document or the ECA Guarantee, as applicable, excluding or limiting an Administrative Party's liability, any liability of an Administrative Party arising under or in connection with any Finance Document, the ECA Guarantee, as applicable, or the Security shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of such Administrative Party or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to such Administrative Party at any time which increase the amount of such loss. In no event shall any Administrative Party be liable for any loss

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of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not foreseeable, whether or not such Administrative Party has been advised of the possibility of such loss or damages and regardless of whether the claim for loss or damage is made in negligence, breach of contract, duty or otherwise.

13.10 Senior Lender’s Indemnity to the Administrative Agent

(a) Without limiting the liability of the Borrower under the Finance Documents or under the ECA Guarantee, as applicable, each Senior Lender shall indemnify (in proportion to such Senior Lender’s share of total outstanding Loans or, if no Loans are then outstanding, its share of the Total Commitments), the Administrative Agent, within three (3) Business Days of demand against any cost, loss or liability incurred by the Administrative Agent, except to the extent that the cost, loss or liability is caused by the Administrative Agent's gross negligence, willful misconduct or fraud in acting as Administrative Agent under the Finance Documents or the ECA Guarantee, as applicable, (unless the Administrative Agent has been reimbursed by the Borrower pursuant to a Finance Document or the ECA Guarantee, as applicable).
(b) The Borrower shall immediately upon demand reimburse any Senior Lender for any payment such Senior Lender makes to the Administrative Agent under this Section 13.10.

13.11 Resignation and Replacement of the Administrative Agent

(a) The Administrative Agent may resign and appoint one of its Affiliates, as successor Administrative Agent by giving written notice to the Finance Parties and the Borrower.
(b) Alternatively, the Administrative Agent may resign by giving sixty (60) days’ written notice to the Finance Parties and the Borrower, in which case the Majority Senior Lenders (after consultation with the Borrower) may appoint a successor Administrative Agent.
(c) The Majority Senior Lenders may remove the Administrative Agent from its appointment under this Agreement with or without cause by giving prior written notice to that effect to the Administrative Agent and the Borrower.
(d) If the Majority Senior Lenders have not appointed a successor Administrative Agent in accordance with paragraph 13.11(b) above within forty-five (45) days after notice of resignation or removal was given, the retiring Administrative Agent (after consultation with the Borrower) may appoint a successor Administrative Agent.
(e) The retiring Administrative Agent shall, at its own cost:
(i) make available to the successor Administrative Agent those documents and records and provide such assistance as the successor Administrative Agent may reasonably request for the purposes of performing its functions as the Administrative Agent under the Finance Documents and the ECA Guarantee, as applicable; and
(ii) enter into and deliver to the successor Administrative Agent those documents and effect any registrations as may be reasonably required for the transfer or assignment of all of its rights and benefits under the Finance Documents to the successor Administrative Agent.
(f) The resignation of the Administrative Agent and the appointment of any successor Administrative Agent shall both become effective only when the successor Administrative Agent notifies all the Finance Parties that it accepts its appointment.
(g) On giving the notification the successor Administrative Agent shall succeed to the position of the Administrative Agent and the term Administrative Agent shall mean the successor Administrative Agent.

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(h) Upon its resignation becoming effective, the retiring Administrative Agent shall be discharged from any further obligation in respect of the Finance Documents and the ECA Guarantee, as applicable (other than its obligations under paragraph 13.11(e) above and other than any accrued liabilities) but shall remain entitled to the benefit of this Section 13.11. The provisions of this Agreement shall inure to the retiring Administrative Agent’s benefit as to any actions taken or omitted to be taken by it under this Agreement, the other Finance Documents and the ECA Guarantee, as applicable, while it was Administrative Agent. Any successor and each of the other Finance Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an initial Finance Party.
(i) After consultation with the Borrower, the Majority Senior Lenders may, by notice to the Administrative Agent, require it to resign under paragraph 13.11(b) above. In this event, the Administrative Agent shall resign in accordance with paragraph 13.11(b) above.
(j) The Administrative Agent shall resign in accordance with paragraph 13.11(a) or 13.11(b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Administrative Agent pursuant to paragraph 13.11(c) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Administrative Agent under the Finance Documents and under the ECA Guarantee, as applicable, either:
(i) the Administrative Agent fails to respond to a request under Section 5.8 ( FATCA Information ) and the Borrower, a Facility Agent or a Senior Lender reasonably believes that the Administrative Agent shall not be (or shall have ceased to be) a FATCA Exempt Party on or after such FATCA Application Date;
(ii) the information supplied by the Administrative Agent pursuant to Section 5.8 ( FATCA Information ) indicates that the Administrative Agent shall not be (or shall have ceased to be) a FATCA Exempt Party on or after such FATCA Application Date; or
(iii) the Administrative Agent notifies the Borrower, a Facility Agent or a Senior Lender that the Administrative Agent shall not be (or shall have ceased to be) a FATCA Exempt Party on or after such FATCA Application Date,

and (in each case) the Borrower, a Facility Agent or a Senior Lender reasonably believes that a Senior Lender shall be required to make a FATCA Deduction that would not be required if the Administrative Agent were a FATCA Exempt Party.

13.12 Agent’s Confidentiality

(a) In acting as an agent for the Finance Parties, each Administrative Party shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions and departments.
(b) If information is received by another division or department of any Administrative Party, it may be treated as confidential to such division or department and such Administrative Party shall not be deemed to have notice of it.

13.13 Relationship with the Finance Parties

(a) The Administrative Agent may treat the person shown in its records as Senior Lender at the opening of business (in the place of the Administrative Agent's principal office as notified to the Finance Parties from time to time) as each Senior Lender acting through its lending office:
(i) entitled to or liable for any payment due under any Finance Document or the ECA Guarantee, as applicable, on such day; and

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(ii) entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document or the ECA Guarantee, as applicable, made or delivered on such day,

unless it has received not less than five (5) Business Days' prior notice from such Senior Lender to the contrary in accordance with the terms of this Agreement.

(b) The Administrative Agent may at any time, and shall if requested to do so by the Majority Senior Lenders, convene a meeting of the Finance Parties.
(c) Any Senior Lender may by notice to the Administrative Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or dispatched to such Senior Lender under the Finance Documents or the ECA Guarantee, as applicable.
(d) Any such notice:
(i) shall contain the address and (where communication by electronic mail or other electronic means is permitted under a Finance Document and under a Risk Coverage Document, as applicable) electronic mail address and/or any other information required to enable the sending and receipt of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made); and
(ii) shall be treated as a notification of a substitute address, electronic mail address, department and officer by such Senior Lender for the purposes of the Finance Documents and the ECA Guarantee, as applicable.
(e) The Administrative Agent is entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were such Senior Lender.
(f) The Administrative Agent shall keep a record of all Finance Parties and supply any other Senior Lender with a copy of the record on request. The record shall include each Senior Lender’s contact details for the purposes of the Finance Documents and the ECA Guarantee, as applicable, and its lending office.

13.14 Credit Appraisal by the Senior Lenders

Without affecting the responsibility of the Borrower for information supplied by it or on its behalf in connection with any Finance Document or the ECA Guarantee, as applicable, each Senior Lender confirms to the Administrative Parties that it has been, and shall continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document or the ECA Guarantee, as applicable, including but not limited to:

(a) the financial condition, creditworthiness, status and nature of the Borrower;
(b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or the ECA Guarantee, as applicable, the Security and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document, the ECA Guarantee, as applicable, or the Security;
(c) whether such Senior Lender has recourse, and the nature and extent of such recourse, against any Senior Lender or any of its respective assets under or in connection with any Finance Document, the ECA Guarantee, as applicable, the Security, the transactions contemplated by the Finance Documents, or the ECA Guarantee, as applicable, or any other agreement, arrangement or document entered into made or executed in anticipation of, under or in connection with any Finance Document, the ECA Guarantee, as applicable, or the Security;

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(d) the adequacy, accuracy and/or completeness of any reports and any other information provided by any Administrative Party, by any Finance Party or by any other person under or in connection with any Finance Document, the ECA Guarantee, as applicable, the transactions contemplated by the Finance Documents, or the ECA Guarantee, as applicable, or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the ECA Guarantee, as applicable; and
(e) the right or title of any person in or to, or the value or sufficiency of any part of, the Security, the priority of any of the Security or the existence of any security interest affecting the Collateral.

13.15 Deduction from Amounts Payable by Administrative Parties

If any Finance Party owes an amount to any Administrative Party under the Finance Documents, or the ECA Guarantee, as applicable, such Administrative Party may, after giving notice to such Finance Party, deduct an amount not exceeding such amount from any payment to such Finance Party which such Administrative Party would otherwise be obligated to make under the Finance Documents or the ECA Guarantee, as applicable, and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Document or the ECA Guarantee, as applicable, such Finance Party shall be regarded as having received the amount so deducted.

13.16 Notice Period

Where a Finance Document or the ECA Guarantee, as applicable, specifies a minimum period of notice to be given to any Administrative Party, such Administrative Party may, at its discretion, accept a shorter notice period.

13.17 Collateral Agents

The exercise or performance by the Offshore Collateral Agent of its rights, remedies or functions under this Agreement are subject in all respects to the terms of the Collateral Agency and Intercreditor Deed and the Offshore Collateral Agent and the Onshore Collateral Agent shall have all the rights, remedies and protections set out in the Collateral Agency and Intercreditor Deed, and in the case of the Onshore Collateral Agent, the rights and protections set out in the Onshore Collateral Agency Agreement, in each case, as if set out in full in this Agreement including any provisions in relation to fees, costs and expenses.

13.18 Senior Lender’s Indemnity to the Offshore Collateral Agent

(a) Without limiting the liability of the Borrower under the Finance Documents, or the ECA Guarantee, as applicable, each Senior Lender shall indemnify (in proportion to such Senior Lender’s share of total outstanding Loans or, if no Loans are then outstanding, its share of the Total Commitments, the Offshore Collateral Agent, and any Delegate (as defined in the Collateral Agency and Intercreditor Deed) appointed by it, within three (3) Business Days of demand against any cost, loss or liability incurred by the Offshore Collateral Agent, except to the extent that the cost, loss or liability is caused by the Offshore Collateral Agent's gross negligence, willful default or fraud in acting as Offshore Collateral Agent under the Finance Documents or the ECA Guarantee, as applicable (unless the Offshore Collateral Agent has been reimbursed by the Borrower pursuant to a Finance Document or the ECA Guarantee, as applicable).
(b) The Borrower shall immediately upon demand reimburse any Senior Lender for any payment such Senior Lender makes to the Offshore Collateral Agent under this Section 13.18.
(c) The Section 13.18 shall survive the termination or discharge of this Agreement and each other Finance Documents.

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13.19 Payments

(a) While no Event of Default is continuing, the Borrower shall make all payments in accordance with Article 17 ( Payment Mechanics ).
(b) Following an Event of Default that is continuing, provided the Administrative Agent has declared all Obligations immediately due and payable, all payments shall be made to the Administrative Agent for distribution to the Senior Lender in accordance with the Collateral Agency and Intercreditor Deed, such that the benefit of all such payments shall be shared by the Finance Parties ratably in accordance with the Applicable Percentage owing to them; provided that the provisions of this Section 13.19 shall not be construed to apply to:
(i) any payment made in respect of an obligation that is secured by a Permitted Encumbrance or that is otherwise entitled to priority over the Borrower’s obligations under or in connection with the Finance Documents or the ECA Guarantee, as applicable;
(ii) any payment to which such Senior Lender is entitled as a result of any form of credit protection obtained by such Senior Lender; or
(iii) any payment to which such Senior Lender is entitled in its capacity as a party to any Finance Document or the ECA Guarantee, as applicable.

13.20 Senior Lender’s Indemnity to the Technical Agent

(a) Without limiting the liability of the Borrower under the Finance Documents, each Senior Lender shall indemnify (in proportion to such Senior Lender’s share of total outstanding Loans or, if no Loans are then outstanding, its share of the Total Commitments) the Technical Agent, within three (3) Business Days of demand against any cost, loss or liability incurred by the Technical Agent, except to the extent that the cost, loss or liability is caused by the Technical Agent's gross negligence, willful default or fraud in acting as Technical Agent under the Finance Documents (unless the Technical Agent has been reimbursed by the Borrower pursuant to a Finance Document).
(b) The Borrower shall immediately upon demand reimburse any Senior Lender for any payment such Senior Lender makes to the Technical Agent under this Section 13.20.

13.21 Senior Lender’s Indemnity to the ECA Agent

(a) Without limiting the liability of the Borrower under the Finance Documents and the ECA Guarantee, as applicable, each ECA Covered Facility Lender shall indemnify (in proportion to such ECA Covered Facility Lender’s share of total outstanding Loans or, if no Loans are then outstanding, its share of the Total Commitments) the ECA Agent, within three (3) Business Days of demand against any cost, loss or liability incurred by the ECA Agent, except to the extent that the cost, loss or liability is caused by the ECA Agent's gross negligence, willful default or fraud in acting as ECA Agent under the Finance Documents or the ECA Guarantee, as applicable, (unless the ECA Agent has been reimbursed by the Borrower pursuant to a Finance Document).
(b) The Borrower shall immediately upon demand reimburse any ECA Covered Facility Lender for any payment such ECA Covered Facility Lender makes to the ECA Agent under this Section 13.21.

13.22 Senior Lender’s Indemnity to the Environmental and Social Agent

(a) Without limiting the liability of the Borrower under the Finance Documents, each Senior Lender shall indemnify (in proportion to such Senior Lender’s share of total outstanding Loans or, if no Loans are then outstanding, its share of the Total Commitments) the Environmental and Social Agent, within fifteen (15) Business Days of demand against any cost, loss or liability incurred by the Environmental and Social Agent, except to the extent that the cost, loss or liability is caused by

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the Environmental and Social Agent's gross negligence, willful default or fraud in acting as Environmental and Social Agent under the Finance Documents (unless the Environmental and Social Agent has been reimbursed by the Borrower pursuant to a Finance Document).

(b) The Borrower shall immediately upon demand reimburse any Senior Lender for any payment such Senior Lender makes to the Environmental and Social Agent under this Section 13.22.

13.23 Senior Lender’s Indemnity to the Insurance Agent

(a) Without limiting the liability of the Borrower under the Finance Documents, each Senior Lender shall indemnify (in proportion to such Senior Lender’s share of total outstanding Loans or, if no Loans are then outstanding, its share of the Total Commitments) the Insurance Agent, within three (3) Business Days of demand against any cost, loss or liability incurred by the Insurance Agent, except to the extent that the cost, loss or liability is caused by the Insurance Agent's gross negligence, willful default or fraud in acting as Technical Agent under the Finance Documents (unless the Insurance Agent has been reimbursed by the Borrower pursuant to a Finance Document).
(b) The Borrower shall immediately upon demand reimburse any Senior Lender for any payment such Senior Lender makes to the Insurance Agent under this Section 13.20.

13.24 Administrative Agent as Senior Lender

With respect to its Commitment and the Loans made by it, any Person serving as Administrative Agent under this Agreement shall have the same rights and powers under the Transaction Documents as any other Senior Lender and may exercise the same as though it were not the Administrative Agent. The term “Senior Lender”, “Finance Party” or “Secured Party”, when used with respect to the Administrative Agent, shall unless otherwise expressly indicated, include the Administrative Agent in its individual capacity. The Administrative Agent and its Affiliates may accept deposits from, lend money to, act as trustee under, act as financial advisor or in any other advisory capacity for and generally engage in any kind of business with, any Person as if the Administrative Agent were not the Administrative Agent under this Agreement, without any duty to account therefor to the Senior Lenders, Debt Finance Parties or Finance Parties.

ARTICLE 14 CONSULTANTS

14.1 Consultants

(a) With the prior approval of the Borrower, and subject to paragraph 14.1(c) below, the Administrative Agent (and in connection with the appointment of the Independent Environmental and Social Consultant, at the direction of the ECA Agent (acting on the instructions of the ECA Guarantor) and the Majority Senior Lenders) may appoint additional advisors in addition to the Independent Consultants to act on behalf of the Finance Parties (other than the Offshore Collateral Agent) and the ECA Guarantor in relation to the Project; provided that the prior approval of the Borrower will not be required if the appointment is in relation to the occurrence of an Event of Default.
(b) The Borrower shall pay to the Administrative Agent the amount of all reasonable fees, costs and expenses (including reasonable legal fees and any value added tax) incurred by the Administrative Agent in connection with any appointment under this Section 14.1.
(c) If no Event of Default has occurred and is continuing, no Finance Party may hire any additional consultants or advisers whose fees and costs are to be reimbursed by the Borrower without first consulting in good faith with the Borrower as to the terms of engagement and obtaining the prior written consent of the Borrower, such consent not to be unreasonably withheld or delayed.

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(d) Each Independent Consultant, or any replacement thereof appointed in accordance with this Agreement, shall be engaged by the Borrower from no later than the Effective Date until the earlier of (i) the Final Maturity Date or (ii) the later of the date on which there are no longer any services required to be performed by the relevant Independent Consultant pursuant to (x) the Finance Documents or (y) its engagement letter.
(e) To the extent any Independent Consultant resigns or is removed or any additional advisor is to be appointed and the Administrative Agent is unable to agree on the appointment of a replacement Independent Consultant within ten (10) days of notification to them by the Administrative Agent of such replacement or resignation or additional appointment, the Administrative Agent may appoint any replacement advisor (as approved by the Majority Senior Lenders and the ECA Agent (acting on the instructions of the ECA Guarantor)) as it deems appropriate, acting reasonably.
(f) The Borrower shall co-operate in good faith with each Independent Consultant and each other duly appointed advisor to the Senior Lenders. If the Borrower is required to supply any information to the Administrative Agent under the Finance Documents, and the Administrative Agent so requests, the Borrower shall supply a copy of that information to each Independent Consultant and each other duly appointed advisor to the Senior Lenders.
(g) At any time and from time to time, the Borrower may request, by delivery of notice to the Administrative Agent, the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), to replace any Independent Consultant (or other duly appointed advisor) and upon such consent being given, the Independent Consultant shall be so replaced; provided that, if an Event of Default has occurred and is continuing at the time of delivery of such notice, such request may only be made on the basis that the relevant Independent Consultant (or other duly appointed advisor):
(i) is failing to perform its obligations under its engagement letter or as required by the Finance Documents;
(ii) has become an Affiliate of any Finance Party;
(iii) has developed a conflict of interest which calls into question that Independent Consultant’s (or other duly appointed advisor’s) capacity to exercise its reasonable judgement independently (including, in relation to the Independent Environmental and Social Consultant, where an organisation would be being asked to audit policies it has been involved in implementing); or
(iv) has ceased to be a consulting firm of recognised international standing.
(h) At any time and from time to time, any Finance Party, or the ECA Agent (on behalf of any ECA) may require, by delivery of notice to the Administrative Agent, the replacement of the Independent Environmental and Social Consultant which, in its reasonable opinion it considers is not performing its duties and responsibilities adequately or it is not reporting in a manner sufficient to confirm if the Project is satisfying the Environmental and Social Requirements. The replacement Independent Consultant shall be appointed in accordance with Section 14.1(e).
(i) After the Financial Closing Date, any additional reports or certificates prepared by an Independent Consultant pursuant to the Finance Documents, as applicable, shall be delivered to the Administrative Agent, with a copy to the Borrower.

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ARTICLE 15 CONDUCT OF BUSINESS BY THE FINANCE PARTIES

15.1 Conduct of Business by the Finance Parties

No provision of any Finance Document and the ECA Guarantee, as applicable, will:

(a) interfere with the right of any Secured Party to arrange its affairs (tax or otherwise) in whatever manner it deems appropriate;
(b) obligate any Secured Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or
(c) obligate any Secured Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

ARTICLE 16 SHARING AMONG THE FINANCE PARTIES

16.1 Payments to Finance Parties

If a Finance Party (other than any Permitted Hedging Provider) (in the case of the Offshore Collateral Agent, to the extent that it has such amounts available in its hands for distribution) (a “ Recovering Finance Party ”) receives or recovers any amount from the Borrower other than in accordance with Article 17 ( Payment Mechanics ) (a “ Recovered Amount ”) and applies that amount to a payment due under a Finance Document or ECA Guarantee then:

(a) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery to the Administrative Agent;
(b) the Administrative Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Administrative Agent or the relevant Facility Agent (as applicable) and distributed in accordance with Article 17 ( Payment Mechanics ) without taking account of any Tax which would be imposed on the Administrative Agent, the relevant Facility Agent in relation to the receipt, recovery or distribution; and
(c) the Recovering Finance Party shall, within three (3) Business Days of demand by the Administrative Agent, pay to the Administrative Agent an amount (the “ Sharing Payment ”) equal to that receipt or recovery less any amount which the Administrative Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with section 8.2 ( Distributions in respect of Secured Obligations ) of the Collateral Agency and Intercreditor Deed.

16.2 Redistribution of Payments

The Administrative Agent shall treat the Sharing Payment as if it had been paid by the Borrower and distribute it between the Finance Parties (other than the Recovering Finance Party) (the “ Sharing Finance Parties ”) in accordance with section 8.2 ( Distributions in respect of Secured Obligations ) of the Collateral Agency and Intercreditor Deed towards the obligations of the Borrower to the Sharing Finance Parties.

16.3 Recovering Finance Party’s Rights

On a distribution by the Administrative Agent under Section 16.2 ( Redistribution of Payments ) of a payment received by a Recovering Finance Party from the Borrower, as between the Borrower and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by the Borrower.

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16.4 Reversal of Redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a) each Sharing Finance Party (in the case of the Offshore Collateral Agent, to the extent that it has such amounts available in its hands for distribution) shall, on request of the Administrative Agent, pay to the Administrative Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (the “ Redistributed Amount ”); and
(b) as between the Borrower and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by the Borrower.

16.5 Exceptions

(a) This Section 16.5 will not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Section 16.5, have a valid and enforceable claim against the Borrower.
(b) A Recovering Finance Party is not obligated to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:
(i) it notified that other Finance Party of the legal or arbitration proceedings; and
(ii) that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

16.6 Permitted Hedging Provider

This Article 16 shall not apply to any Permitted Hedging Provider.

ARTICLE 17 PAYMENT MECHANICS

17.1 Payments to the Agents

(a) On each date on which the Borrower or a Senior Lender is required to make a payment under a Finance Document, including as relates to any payments to be made in respect of the ECA Guarantee, (other than under a Hedge Agreement), the Borrower or such Senior Lender shall make the same available to the Administrative Agent or (in the case of any disbursement or payment expressed to be made or payable under the terms of any Finance Document (other than a Hedge Agreement) and the ECA Guarantee) to the relevant Facility Agent, for value on the due date at the time and in Dollars.
(b) Payment shall be made to such account in the principal financial center of the country of that currency and with such bank as the Administrative Agent or relevant Facility Agent specifies.

17.2 Distributions by the Agents

Each payment received by an Agent under the Finance Documents or the ECA Guarantee for another Finance Party shall, subject to Section 17.3 ( Distributions to the Borrower ) and Section 17.4 ( Clawback ), be made available by that Agent as soon as practicable after receipt to the Finance Party entitled to receive payment in accordance with the Finance Documents or the ECA Guarantee and:

(a) in the case of payment for the Borrower, to the Offshore USD Proceeds Account;

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(b) in the case of payment for a Senior Lender, for the account of its lending office; and
(c) in the case of payment for any other Finance Party (other than the Borrower or a Senior Lender), to such account with a bank as that Finance Party may notify to the relevant Facility Agent by not less than five (5) Business Days' prior notice.

17.3 Distributions to the Borrower

Each Agent may (with the consent of the Borrower or in accordance with Section 18.1 ( Set-Off )) apply any amount received by it for the Borrower in or towards payment (as soon as practicable after receipt) of any amount due from the Borrower under the Finance Documents or the ECA Guarantee. For this purpose the relevant Agent may apply the received sum in or towards the purchase of any amount of any currency to be paid.

17.4 Clawback

(a) Where a sum is to be paid to an Agent under the Finance Documents or the ECA Guarantee for another Finance Party, such Agent is not obligated to pay that sum to that other Finance Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction such it has actually received that sum.
(b) If an Agent pays an amount to another Finance Party and it proves to be the case that such Agent has not actually received such amount, then the Finance Party to whom such amount (or the proceeds of any related exchange contract) was paid by such Agent shall on demand refund such amount to such Agent.

17.5 No Set-Off by the Borrower

(a) All payments to be made by the Borrower under the Finance Documents (including as relates to any payments to be made in respect of the ECA Guarantee) will be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.
(b) Paragraph 17.5(a) above does not apply to any netting provision contained in a Permitted Hedge Agreement entered into in accordance with this Agreement.

17.6 Business Days

(a) Any payment which is due to be made on a day that is not a Business Day will be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).
(b) During any extension of the due date for payment of any principal or Unpaid Sum approved by the Finance Parties under a Finance Document and the ECA Guarantee, interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

17.7 Currency of Account

(a) Subject to paragraphs 17.7(b) and 17.7(c) below, Dollars is the currency of account and payment for any sum due from the Borrower under any Finance Document and the ECA Guarantee.
(b) Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.
(c) Any amount expressed to be payable in a currency other than dollars will be paid in that other currency.

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17.8 Change of Currency

(a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:
(i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country will be translated into, or paid in, the currency or currency unit of that country designated by the Administrative Agent (after consultation with the Borrower); and
(ii) any translation from one currency or currency unit to another will be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Administrative Agent (acting reasonably).
(b) If a change in any currency of a country occurs (including where there is more than one currency or currency unit recognised at the same time as the lawful currency of a country), the Finance Documents will, to the extent the Administrative Agent (acting reasonably and after consultation with the Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the relevant interbank market and otherwise reflect the change in currency.

ARTICLE 18 SET-OFF

18.1 Set-Off

Subject to Section 11.3 ( Set-off upon Event of Default ) and the Collateral Agency and Intercreditor Deed a Finance Party may set off any matured obligation due from the Borrower under the Finance Documents and the ECA Guarantee (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to the Borrower, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

ARTICLE 19 BAIL-IN PROVISIONS

19.1 Contractual Recognition of Bail-In

Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

(a) the effects of any Bail-In Action on any such liability, including, if applicable:
(i) a reduction, in full or in part, or cancellation in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;
(ii) a conversion of all, or a portion of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and
(iii) a cancellation of any such liability; and
(b) the variation of any term of any Finance Document or the ECA Guarantee to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

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ARTICLE 20 CALCULATIONS AND CERTIFICATES

20.1 Day Count Conventions

Except as otherwise expressly provided in a Finance Document or in the ECA Guarantee, any interest, commission or fee accruing under a Finance Document or under the ECA Guarantee will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of three hundred sixty (360) days or, in any case where the practice in the relevant interbank market differs, in accordance with that market practice.

20.2 Financial Calculations

All financial calculations to be made under, or for the purposes of, this Agreement, the ECA Guarantee and any other Finance Document shall be made in accordance with IFRS and, except as otherwise required to conform to any provision of this Agreement, shall be calculated from the then-most-recently issued quarterly financial statements which the Borrower is obligated to furnish to the Finance Parties under Section 9.9 ( Quarterly Financial Reporting ).

ARTICLE 21 CONFIDENTIAL INFORMATION

21.1 Confidentiality

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Section 21.2 ( Disclosure of Confidential Information ) and Section 21.3 ( Disclosure to numbering service providers ), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

21.2 Disclosure of Confidential Information

Any Finance Party may disclose, on a ‘need-to-know’ basis and under its sole responsibility:

(a) to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;
(b) to any person:
(i) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Agent or any Collateral Agent and, in each case, to any of that person's Affiliates, Related Funds, Representatives and professional advisers;
(ii) with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or the Borrower and to any of that person's Affiliates, Related Funds, Representatives and professional advisers;

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(iii) appointed by any Finance Party or by a person to whom paragraph (b)(i) or (b)(ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including any person appointed under Section 13.13 ( Relationship with the Finance Parties ));
(iv) who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph (b)(i) or (b)(ii) above;
(v) to whom information is required (and to the extent so required) to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation binding on such Finance Party;
(vi) to whom information is required (and to the extent so required) to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;
(vii) to the ECA Guarantor such Confidential Information as that Finance Party considers (acting reasonably) appropriate. The Borrower acknowledges that the ECA Guarantor (whether before or after any subrogation of rights) may disclose information in accordance with the rules, regulations or recommendations of the Organisation for Economic Co-operation and Development (OECD, including, but not limited to, publishing the executive summary of the EIAs on the ECA Guarantor’s website), the European Union and the information the ECA Guarantor considers appropriate in order to arrange and manage any reinsurance or other security arrangements to cover its risk exposure;
(viii) in connection with the exercise of any duties or remedies under this Agreement or any suit, action or proceeding relating to this Agreement or the ECA Guarantee (or in satisfaction of the insureds’ obligations under any one of them);
(ix) to the International Swaps and Derivatives Association, Inc. (ISDA) or any Credit Derivatives Determination Committee or sub-committee of ISDA where such disclosure is required by them in order to determine whether the obligations under the Finance Documents will be, or in order for the obligations under the Finance Documents to become deliverable under a credit derivative transaction or other credit linked transaction which incorporates the 2009 ISDA Credit Derivatives Determinations Committees and Auction Settlement Supplement or other provisions substantially equivalent thereto;
(x) to the extent necessary for the Permitted Hedging Providers to make calculations and to obtain quotes in accordance with the terms of the Hedge Agreements;
(xi) to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Section 12.3 ( Security over Lenders' rights );
(xii) who is an insurer or reinsurer with respect to the Project;
(xiii) any central bank;
(xiv) who is a Party; or
(xv) with the consent of the Borrower or any Sponsor,

in each case, such Confidential Information as that Finance Party shall consider appropriate if:

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(A) in relation to paragraphs (b)(i), (b)(ii), (b)(iii) and (b)(xii) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;
(B) in relation to paragraph (b)(iv) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;
(C) in relation to paragraphs (b)(v), (b)(vi), (b)(vii) and (b)(ix) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party (acting reasonably), it is not practicable or lawfully permitted so to do in the circumstances, and provided further that (where practicable and to the extent permitted by applicable law) the Finance Party provide the Borrower with prompt written notice of any legal or regulatory request to disclose the Confidential Information so that it may seek, at its sole expense, a protective order or other appropriate remedy; and
(c) to any person appointed by that Finance Party or by a person to whom paragraph (b)(i) or (b)(ii) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Parent and the relevant Finance Party; and
(d) to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Borrower or any of its Affiliates if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information.
(e) In the framework of the signature and performance of this Agreement, and altogether within the business relationship with the Borrower and Sponsors in relation to this Project, Natixis shall collect certain information about you. Information explaining why and how Natixis intends to use this information, how long it shall be retained and the rights you have on your data are available: https://www.natixis.com/natixis/en/information-notice-of-natixis-s-a-rpaz5_117129.html.

21.3 Disclosure to numbering service providers

(a) Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facilities and/or the Borrower to enable such numbering service provider to provide its usual syndicated loan numbering identification services.
(b) The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facilities and/or the Borrower by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.

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(c) The Borrower represents that none of the information set out in paragraph (a) above is, nor will at any time be, unpublished price-sensitive information.

21.4 Entire Agreement Regarding Confidentiality

(a) This Article 21 constitutes the entire agreement between the Finance Parties in relation to the obligations of the Finance Parties under the Finance Documents and the ECA Guarantee regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.
(b) No Finance Party will be liable for any loss, cost, liability or other claim in connection with the Confidential Information beyond reasonably foreseeable losses and will not be liable for lost profits or consequential or punitive damages.

21.5 Inside Information

Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.

21.6 Notification of Disclosure

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrower:

(a) of the circumstances of any disclosure of Confidential Information made pursuant to Section 21.1 ( Confidential Information ) except where such disclosure is made to any of the persons referred to in that Section 21.1 ( Confidential Information ) during the ordinary course of its supervisory or regulatory function; and
(b) upon becoming aware that Confidential Information has been disclosed in breach of this Section 21.6.

21.7 Continuing Obligations

The obligations in this Section 21.7 are continuing and, in particular, will survive and remain binding on each Finance Party for a period of twenty-four (24) months from the earlier of:

(a) the date on which all amounts payable by the Borrower under or in connection with the Finance Documents and the ECA Guarantee (pursuant to the terms of the Finance Documents) have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and
(b) the date on which such Finance Party otherwise ceases to be a Finance Party.

21.8 Press release and public disclosure

The Borrower irrevocably authorises each Finance Party and each ECA to provide details of, and communicate publicly, its involvement in this Agreement and without disclosing commercially sensitive material, the transactions contemplated in it for marketing and league table purposes.

21.9 Equator Principles

Each of the Finance Parties, the ECA Guarantor and the Borrower consent to the reporting of the Project name pursuant to Annex B of the Equator Principles on any publicly available Internet website maintained by any Finance Party or the ECA Guarantor.

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ARTICLE 22 NOTICES

22.1 Notices

Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be given by facsimile or other means of electronic communication or by hand-delivery as hereinafter provided. Any such notice, if sent by facsimile (if applicable) or other means of electronic communication, shall be deemed to have been received on the day of sending, or if delivered by hand shall be deemed to have been received at the time it is delivered to the applicable address if notified below. Notices of change of the details below shall also be governed by this Article 22. Notices and other communications shall be addressed as follows:

(a) if to the Borrower:

Mantoverde S.A. Address: Antonio Bellet 292, Of 706, Providencia, Santiago de Chile, Chile Attention: Chief Financial Officer, John Dyer Email: Redacted: Personal Information Telephone: Redacted: Personal Information with a copy to (which shall not constitute notice)

Executive Chairman John MacKenzie Redacted: Personal Information

or at such other address, facsimile number or email address as a party hereto from time to time directs in writing to the other parties hereto.

(b)
if to the Intercreditor Agent or Administrative Agent:

MUFG Bank, Ltd. 1221 Avenue of the Americas, 6[th] Floor, New York, NY 10020, USA Attention: Lawrence Blat, Andre Fatovic, Anthony Cha Email: Redacted: Personal Information Telephone:Redacted: Personal Information Fax: NA

or at such other address, facsimile number or email address as a party hereto from time to time directs in writing to the other parties hereto.

Natixis

Export & Infrastructure Agency Middle Office Address : 68/76, quai de la Rapée - 75012 Paris, France Attention: Bibengabo Gueye / Christian Xu Email: Redacted: Personal Information Telephone: Redacted: Personal Information Fax: +33 (0)1 58 19 49 02

or at such other address, facsimile number or email address as a party hereto from time to time directs in writing to the other parties hereto

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(d) If to the Uncovered Facility Agent:

or at such other address, facsimile number or email address as a party hereto from time to time directs in writing to the other parties hereto.

(e) if to the ECA Direct Facility Agent:

Export Finance Australia Level 10, Export House, 22 Pitt Street, Sydney NSW 2000, Australia Attention: Director - Portfolio Management Email: Redacted: Personal Information Telephone: Redacted: Personal Information Fax: NA

or at such other address, facsimile number or email address as a party hereto from time to time directs in writing to the other parties hereto.

(f) if to the Bonding Facility Agent:

Attention: Andrea de Pol

Email: Redacted: Personal Information Telephone: Redacted: Personal Information Address: El Golf 125 Piso 14, Las Condes, Chile

Attention: Leonora Calero

Telephone: Redacted: Personal Information Email: Redacted: Personal Information

Address: El Golf 125 Piso 14, Las Condes, Chile

Attention: : María Paz de Giorgis

Telephone: Redacted: Personal Information Email: Redacted: Personal Information Address: El Golf 125 Piso 14, Las Condes, Chile

or at such other address, facsimile number or email address as a party hereto from time to time directs in writing to the other parties hereto

(g) if to the Offshore Collateral Agent:

BNP Paribas 787, 7th Avenue, New York, NY 10019, USA Attention: Loan Servicing Dept. Email: Redacted: Personal Information Telephone: Redacted: Personal Information Fax: NA

or at such other address, facsimile number or email address as a party hereto from time to time directs in writing to the other parties hereto.

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(h) if to the Onshore Collateral Agent:

Attention: Andrea de Pol

Email: Redacted: Personal Information Telephone: Redacted: Personal Information

Address: El Golf 125 Piso 14, Las Condes, Chile

Attention: : Leonora Calero

Telephone: Redacted: Personal Information Email: Redacted: Personal Information

Address: El Golf 125 Piso 14, Las Condes, Chile

Attention: : María Paz de Giorgis Telephone: Redacted: Personal Information Email: Redacted: Personal Information

Address: El Golf 125 Piso 14, Las Condes, Chile

or at such other address, facsimile number or email address as a party hereto from time to time directs in writing to the other parties hereto.

(i) if to the Environmental and Social Agent:

ING Capital LLC Attention: Remko van de Water/Gabrielle McNeill Email: Redacted: Personal Information Telephone:+Redacted: Personal Information Fax: NA

or at such other address, facsimile number or email address as a party hereto from time to time directs in writing to the other parties hereto.

(j) if to the Insurance Agent:

Société Générale Attention: Javad Shaikh Email: Redacted: Personal Information Telephone: Redacted: Personal Information Fax: Redacted: Personal Information

or at such other address, facsimile number or email address as a party hereto from time to time directs in writing to the other parties hereto.

(k) if to the Technical Agent:

Société Générale Attention: Javad Shaikh Email: Redacted: Personal Information Telephone: Redacted: Personal Information Fax: Redacted: Personal Information

(l) or at such other address, facsimile number or email address as a party hereto from time to time directs in writing to the other parties hereto
(m) if to the Senior Lenders, at the addresses noted in Part A ( Initial Senior Lenders ) of Schedule A ( Commitments );

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(n) if the Hedging Providers, at the addresses noted in Part B ( Initial Hedging Providers ) of Schedule A ( Commitments ); and
(o) in accordance with Section 23.5 ( English Language ), any notices and communications given in respect of this Agreement shall be given in the English language, or if given in any other language, that notice or communication shall be accompanied by an English translation of it, which shall be certified as being a true and correct translation of the notice or communication.

22.2 Notification of Address and Fax Number

Promptly upon receipt of notification of an address or change of address pursuant to this Article 22 or changing its own address, the Administrative Agent shall notify the other Finance Parties.

22.3 Electronic Communication

(a) Any communication to be made between any of the Finance Parties under or in connection with the Finance Documents and the ECA Guarantee may be made by electronic mail or other electronic means (including by way of posting to a secure website) if the relevant Finance Parties:
(i) agree that, unless and until notified to the contrary, this is to be an accepted form of communication;
(ii) notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and
(iii) notify each other of any change to their electronic mail address or any other such information supplied by them by not less than five (5) Business Days’ notice.
(b) Any such electronic communication as specified in paragraph 22.3(a) above made between any two Finance Parties will be effective only when actually received (or made available) in readable form and in the case of any electronic communication made by a Finance Party to any Facility Agent or the Offshore Collateral Agent only if it is addressed in such a manner as that Agent or Offshore Collateral Agent may specify for this purpose.
(c) Any electronic communication which would otherwise become effective on a non-working day or after business hours in the place of receipt will be deemed only to become effective on the next working day in that place.
(d) Any reference in a Finance Document to a communication being sent or received will be construed to include that communication being made available in accordance with this Section 22.3.

22.4 Communications to the Offshore Collateral Agent

If pursuant to this Article 22 the Offshore Collateral Agent is to act on instructions or directions delivered by electronic mail, other electronic means or any other unsecured method of communication, the Offshore Collateral Agent shall have:

(a) no duty or obligation to verify or confirm that the person who sent such instructions or directions is, in fact, a person authorised to give instructions or directions on behalf of any relevant Finance Party, and
(b) no liability for any losses, liabilities, costs or expenses incurred or sustained by any relevant Finance Party as a result of such reliance upon or compliance with such instructions or directions.

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ARTICLE 23 GENERAL

23.1 Partial Invalidity

If, at any time, any provision of a Finance Document or the ECA Guarantee is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, that will not affect or impair:

(a) the legality, validity or enforceability in that jurisdiction of any other provision of the Finance Documents or the ECA Guarantee; or
(b) the legality, validity or enforceability in other jurisdictions of that or any other provision of the Finance Documents or the ECA Guarantee.

23.2 Reliance and Non-Merger

All covenants, agreements, representations and warranties of the Borrower made in this Agreement or in any other Finance Document or in any certificate or other document signed by any of its directors or officers and delivered by or on behalf of the Borrower pursuant to this Agreement or any other Finance Document are material:

(a) shall be deemed to have been relied upon by the Administrative Agent and each Senior Lender notwithstanding any investigation made by the Administrative Agent, the Senior Lenders or Senior Lenders’ counsel or any employee or other representative of any of them; and
(b) shall survive the execution and delivery of this Agreement and the other Finance Documents until all Obligations owed to the Administrative Agent or the Finance Parties under this Agreement and the other Finance Documents shall have been satisfied and performed and the Senior Lenders shall have no further obligation to make the Loan under this Agreement.

23.3 Remedies and Waivers

(a) No investigation by or on behalf of any Finance Party, into the affairs of the Borrower will prejudice any rights or remedies held by or on behalf of a Finance Party under the Finance Documents or the ECA Guarantee.
(b) No failure to exercise, nor any delay in exercising, on the part of or on behalf of any Finance Party, any right or remedy under a Finance Document or ECA Guarantee will operate as a waiver of any such right or remedy or constitute an election to affirm any Finance Document or the ECA Guarantee. No election to affirm any Finance Document on the part of or on behalf of any Finance Party will be effective unless it is in writing.
(c) No single or partial exercise of any right or remedy will prevent any further or other exercise or the exercise of any other right or remedy.
(d) The rights and remedies provided in each Finance Document or the ECA Guarantee are cumulative and not exclusive of any rights or remedies provided by law and may be waived only in writing and specifically.

23.4 Amendment and Waiver

(a) Required Consents.
(i) Except as otherwise expressly provided in this Agreement and subject to paragraph (b) and paragraph 23.4(a)(ii) below, any term of the Finance Documents (other than any term under a Hedging Agreement) may be amended, modified, waived or supplemented only

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with the consent of the Majority Senior Lenders, the Borrower, to the extent they are a party, and the Administrative Agent (acting on behalf of the Majority Senior Lenders), and any such amendment, waiver, modification or supplement shall be binding on all Parties.

(ii) Except as otherwise expressly provided in the relevant agreement or document, no waiver, consent, annulment, modification or supplement of any term or condition of any Finance Document may be given or granted by the Borrower or the Senior Lenders except in accordance with the Collateral Agency and Intercreditor Deed.
(iii) Notwithstanding paragraphs 23.4(a)(i) and 23.4(a)(ii) above, the consent of the Borrower to any amendment, waiver, modification or supplementation of the Collateral Agency and Intercreditor Deed is only required in accordance with section 2 of the Collateral Agency and Intercreditor Deed.
(b) Notwithstanding paragraph 23.4(a) above: (i) an amendment, modification, supplement or waiver which relates to the rights, duties, protections or obligations of the Agents, the Account Banks (or in the case of the Offshore Account Bank, the Offshore Collateral Agent) the Mandated Lead Arrangers, or any Permitted Hedging Provider (each in their capacity as such) may not be effected without the consent of the Agents, Account Banks, the Mandated Lead Arrangers or Permitted Hedging Providers (as the case may be) and (ii) an amendment, modification, supplement or waiver which relates to any Security Document to which the Offshore Collateral Agent is a party or is a beneficiary may not be effected without the consent of the Offshore Collateral Agent.
(c) Notwithstanding paragraph 23.4(a) above, each Senior Lender, and the ECA Agent (on behalf of the ECA Guarantor) shall be required to consent to any amendment, modification, supplement or waiver of:
(i) the definition of “Majority Senior Lenders” or “Specified Majority Lenders” or any other provision in the Finance Documents or in the ECA Guarantee specifying the number or percentage of Finance Parties (including any rights of the ECA Guarantor) required to waive, amend or modify any rights under any of them or make any determination or grant under any of them;
(ii) the definition of “Affiliate Transfer”, “Change of Control”, “MMC Change of Control”, “Qualifying Investor”, “Permitted Transferee” and “Sponsor Affiliate”;
(iii) the definition of “Anti-Corruption Laws”, “Equivalent Measures”, “Prohibited Practice”, “Prohibited Payment”, “Restricted Payment”, “Sanctioned Jurisdiction”, “Sanctions”, and “Sanctions Target” or any provision in which such term is used;
(iv) Article 10 ( Conditions Precedent ), Schedule B, Part I ( Conditions Precedent to Effective Date ), Schedule B, Part II ( Conditions Precedent to the Financial Closing Date ) and Schedule B, Part III ( Conditions Precedent to all Utilisations );
(v) a reduction in the Applicable Margin, or a reduction in the amount of any payment of principal, interest, fees or other amounts payable to a Senior Lender or the ECA Guarantor under the Finance Documents;
(vi) an increase in, or an extension of, a Commitment or the Total Commitments;
(vii) a release in any material respect of the Borrower, and Shareholder or any other party (other than a Secured Party) from a Security Document (other than pursuant to the terms of such Security Document), or save in connection with a disposal permitted under the Finance Documents the release of all or a material part of the Collateral from the Encumbrance of the Security Documents;

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(viii) a change to the order of application of any reduction in the Commitments or any prepayment of Loans set forth in the applicable provisions of Section 3.2 ( Mandatory Prepayments ), Section 3.3 ( Mandatory Prepayment – Cash Sweep ) and Section 3.4 ( Voluntary Prepayments );
(ix) a term or provision of a Finance Document that expressly requires the consent, approval or instructions of each Senior Lender or the ECA Guarantor;
(x) the right of a Senior Lender to assign or transfer its rights or obligations under the Finance Documents in accordance with Section 12.1 ( Assignments by Senior Lender );
- (A) this Section 23.4;
- (B) Section 23.8 ( Remedies Cumulative );
(xi) the Collateral Agency and Intercreditor Deed or the order of priority set forth in the Cash Flow Waterfall in section 3.2(b) of the Amended and Restated Collateral, Agency, Accounts and Security Agreement;
(xii) change the order of priority of payments set forth in Section 11.4 ( Application of Proceeds ) or any provision in the Finance Documents relating to the pro rata nature of the Utilisations or any amount; or
(xiii) Section 6.2 ( Illegality ); or
(xiv) Section 23.10 ( Governing Law ).
(d) The Administrative Agent (acting on behalf of the Majority Senior Lenders) or, in the case of an amendment or waiver of a Security Document, the Offshore Collateral Agent, may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Section 23.4. The Administrative Agent shall notify the other Finance Parties promptly of any amendment or waiver effected by it or the Offshore Collateral Agent under this paragraph (d).
(e) Each of the Borrower and the Finance Parties acknowledges and agrees that any amendment, waiver, modification, termination, replacement, assignment or transfer of the Boliden Offtake Agreement as referred to in the proviso of Section 9.13(k)(ii) and any amendment or waiver of the provisions of Sections 3.3(c)or 3.3(d) or 3.3(f), shall in each case require the approval of the ECA Agent (acting on behalf of the ECA Guarantor).
(f) If a Senior Lender is a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon ten (10) days' notice to that Senior Lender and the Administrative Agent, require such Senior Lender to assign and transfer, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Article 12), all (but not part only) of its interests, rights and obligations under this Agreement and the related Finance Documents (other than the Hedging Agreements) to a transferee which may be nominated by the Borrower and acceptable to the Majority Senior Lenders (acting reasonably, and for these voting purposes the Non-Consenting Lender shall be deemed not to be a Senior Lender) that shall confirm its willingness to accept and assume and shall accept and assume such rights and obligations (which transferee may be another Senior Lender, if a Senior Lender accepts such assignment); provided that:
(i) there is no Potential Event of Default or Event of Default that is continuing;
(ii) the transferring Senior Lender receives payment of an amount equal to the outstanding principal of its Advances, accrued interest, accrued fees and all other amounts payable to it under the Finance Documents (including any breakage costs and amounts required to be paid under this Agreement as a result of such prepayment to such Senior Lender) from any transferee and/or the Borrower;

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(iii) the transfer does not conflict with Applicable Laws;
(iv) the transferee consents to the applicable waiver, amendment or consent; and
(v) the Borrower shall pay all reasonable costs and expenses incurred by any Senior Lender in connection with any such designation or assignment.
(g) If a Non-Consenting Lender is also an Agent under any Finance Document, such Agent shall be entitled to resign its position upon prior written notice to the Administrative Agent and the provisions under the Finance Documents for replacing a resigning Agent shall take effect.
(h) For the purposes of Sections 23.4(f) and 23.4(g), " Non-Consenting Lender " means a Senior Lender that has not provided its consent to approve a Change of Control where requested to do so by the Borrower or the Administrative Agent if both: (i) such approval requires the consent of the Majority Senior Lenders; and (ii) fifty per cent. (50%) of the Senior Lenders have consented to such Change of Control.

23.5 English Language

(a) Any communication made under or in connection with any Finance Document or the ECA Guarantee shall be in English.
(b) All other documents provided under or in connection with any Finance Document or the ECA Guarantee shall be:
(i) in English; or
(ii) if not in English, accompanied by an English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

23.6 Further Assurances

Whether before or after the happening of an Event of Default, the Borrower shall at its own expense do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, things, agreements, documents and instruments in connection with this Agreement, the other Finance Documents and the ECA Guarantee as the Administrative Agent may reasonably request from time to time for the purpose of giving effect to the terms of this Agreement, the other Finance Documents and the ECA Guarantee including, for the purpose of facilitating the enforcement of the Security, all immediately upon the request of the Administrative Agent.

23.7 Judgement Currency

If for the purpose of obtaining or enforcing judgement in any court it is necessary to convert a sum due under this Agreement or under any other Finance Document in Dollars into another currency (the “ Judgement Currency ”), the rate of exchange which shall be applied shall be that at which in accordance with normal banking procedures a Secured Party, as applicable, could purchase such Dollars in the United States of America with the Judgement Currency on the Business Day next preceding the day on which such judgement is rendered. The obligation of the Borrower in respect of any such sum due from it to such Secured Party under this Agreement or under any other Finance Document (an “ Entitled Person ”) shall, notwithstanding the rate of exchange actually applied in rendering such judgement, be discharged only to the extent that on the Business Day following the receipt by such Entitled Person of any sum adjudged to be due under this Agreement or under any other Finance Document in the Judgement Currency, such Entitled Person may in accordance with normal banking procedures purchase and transfer Dollars to the United States of America with the amount of the Judgement Currency so adjudged to be due; and the Borrower hereby, as a separate obligation and notwithstanding any such judgement, agrees to indemnify such Entitled Person within thirty (30) Business Days of demand, in Dollars, for the amount (if any) by which

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the sum originally due to such Entitled Person in Dollars under this Agreement or under any other Finance Document exceeds the amount of the Dollars so purchased and transferred.

23.8 Remedies Cumulative

Subject to Applicable Law, no failure or delay on the part of any Secured Party in exercising any right, power or privilege under this Agreement or under any other Finance Document or under the ECA Guarantee and no course of dealing between the Borrower or any its Affiliates, on the one hand and any Secured Party, on the other hand, shall impair any such right, power or privilege or operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege under this Agreement or under any other Finance Document or under the ECA Guarantee preclude any other or further exercise thereof or the exercise of any other right, power or privilege under this Agreement or under such Finance Documents or the ECA Guarantee. The rights, powers and remedies herein or in any other Finance Document or in the ECA Guarantee expressly provided are cumulative and not exclusive of any rights, powers or remedies which any party thereto would otherwise have. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of any Secured Party to any other or further action in any circumstances without notice or demand.

23.9 Entire Agreement

This Agreement, the other Finance Documents and the ECA Guarantee constitute the entire agreement between the parties pertaining to the subject matter described herein and therein. There are no warranties, conditions or representations (including any that may be implied by statute) and there are no agreements in connection with such subject matter except as specifically set forth or referred to in this Agreement, the other Finance Documents and the ECA Guarantee. No reliance is placed on any warranty, representation, opinion, advice or assertion of fact made either prior to, contemporaneously with, or after the entering into of this Agreement, the other Finance Documents and the ECA Guarantee, or any amendment or supplement thereto, by any party to this Agreement or any of the other Finance Documents or any of the ECA Guarantee or its directors, officers, partners, employees or agents, where applicable, to any other party to this Agreement or any of the other Finance Documents or its directors, officers, partners, employees or agents, where applicable, except to the extent that the same has been reduced to writing and included as a term of this Agreement or any of the other Finance Documents or the ECA Guarantees.

23.10 Governing Law; Jurisdiction

(a) This Agreement is governed by English Law
(b) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement) (a “ Dispute ”).
(c) The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and to grant interim remedies or other provisional or protective relief and accordingly no such Party will dispute to the contrary.
(d) Sections 23.10(b) and (c) are for the benefit of the Finance Parties and the ECA Guarantor only. As a result, neither any Finance Party nor the ECA Guarantor shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction.
(e) To the extent allowed by law, the Finance Parties or the ECA Guarantor may take concurrent proceedings in any number of jurisdictions, provided that the Finance Parties shall not (subject to Section 23.10(g)) be entitled to take proceedings in any such other courts if the Finance Parties have initiated proceedings in the English courts and it would be inequitable to cause those proceedings to be stopped.

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(f) In addition, notwithstanding Section 23.10(e), the Finance Parties shall have the exclusive right, at their sole option and for their benefit, to refer any Dispute to be finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three. The seat, or legal place, of arbitration shall be London. The language of the arbitration shall be English.
(g) For the avoidance of doubt, the right of the Finance Parties to refer a Dispute to arbitration under Section 23.10(f) shall be exercisable even where a court proceeding has been commenced pursuant to Section 23.10(e) save where the Finance Parties have consented to such commencement or have participated in those proceedings so as to render it inequitable to cause those proceedings to be stopped. Where the Finance Parties are permitted to elect arbitration proceedings in accordance with Section 23.10(f), notwithstanding the commencement of proceedings under Section 23.10(e), the parties shall take all steps and do all things necessary to ensure that the court proceedings are stayed in favour of the arbitration proceedings.
(h) For the avoidance of doubt, the right of the Finance Parties to exercise the option in Sections 23.10(e) and 23.10(f) arises each time there is a Dispute that is covered by this Section and shall not be fettered by any previous election made under this Section.

23.11 Service of Process

(a) Without prejudice to any other mode of service allowed under any relevant law, the Borrower:
(i) irrevocably appoints Orion Resource Partners (UK) LLP whose registered office is at Fourth Floor, 33 Welbeck Street, London, England, W1G 8EX as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and
(ii) agrees that failure by a process agent to notify the Borrower of the process will not invalidate the proceedings concerned.
(b) If any Person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Borrower must immediately (and in any event within 30 days of such event taking place) appoint another agent on terms acceptable to the Agent. Failing this, the Agent may appoint another agent for this purpose.

23.12 USA PATRIOT Act

To the extent that it is subject to the requirements of the USA PATRIOT ACT or any other anti-money laundering rules and regulations applicable to such Secured Party, each Secured Party hereby notifies the Borrower that, pursuant to the requirements of the USA PATRIOT ACT or any other anti-money laundering rules and regulations applicable to such Secured Party and the customer due diligence requirements for financial institutions of the Financial Crimes Enforcement Network (as published at 81 FR 29397, 31 CFR 1010, 1020, 1023, 1024, and 1026), it is required to obtain, verify and record information that identifies the Borrower and its direct and indirect beneficial owners, which information includes the name and address of such Persons and other information that will allow such Secured Party, as the case may be, to identify the Borrower and its direct and indirect beneficial owners in accordance with the USA PATRIOT ACT or any other anti-money laundering rules and regulations applicable to such Secured Party and the customer due diligence requirements for financial institutions of the Financial Crimes Enforcement Network. The Borrower agrees that it will promptly provide each Secured Party with such information as it may request in order for such Secured Party, respectively, to satisfy the requirements of the USA PATRIOT ACT or any other anti-money laundering rules and regulations applicable to such Secured Party.

23.13 Counterparts

This Agreement and all documents contemplated by or delivered under or in connection with this Agreement may be executed and delivered in any number of counterparts (including facsimile), with the same effect

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as if all parties had signed and delivered the same document, and all counterparts shall be construed together to be an original and will constitute one and the same agreement.

23.14 No Third-Party Beneficiaries

Unless expressly provided to the contrary in a Finance Document a Person who is not a Party has no right under the Third Parties Act to enforce or to enjoy the benefit of any term of this Agreement. Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

23.15 Severability

Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated in this Agreement are fulfilled to the extent possible.

23.16 Survival

All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans. The provisions of Sections 6.3 ( Change in Circumstances ), ( Payment of Costs and Expenses ), and 6.5 ( Indemnities ), Article 13 ( Administrative Parties ) and Article 21 ( Confidential Information ) shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof.

23.17 Reinstatement

The obligations of the Borrower under this Agreement shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower in respect of the Obligations is rescinded or shall be otherwise restored by any holder of any of the Obligations, whether as a result of any proceedings in bankruptcy or reorganisation or otherwise, and the Borrower agrees that it will indemnify each Secured Party within thirty (30) days of demand for all reasonable and documented costs and expenses (including fees of counsel) incurred by such Secured Party in connection with such rescission or restoration, including any such reasonable and documented costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law.

23.18 Waiver of Immunity

(a) The Borrower acknowledges and agrees that the activities contemplated by the provisions of the Finance Documents are commercial in nature rather than governmental or public and therefore acknowledges and agrees that it is not entitled to any right of immunity on the grounds of sovereignty or otherwise with respect to such activities or in any legal action or proceeding arising out of or relating to the Finance Documents. To the extent permitted by Applicable Law, the Borrower, in respect of itself, its process agents and its properties and revenues, expressly and irrevocably waives any such right of immunity which may now or hereafter exist (including any immunity from the jurisdiction of any court or from any suit, execution, attachment (whether provisional or final, in aid of execution, prior to judgement or otherwise) or other legal process (including in any jurisdiction where immunity (whether or not claimed) may be attributed to it or its assets)) or claim thereto which may now or hereafter exist and irrevocably agrees not to assert any

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such right or claim of immunity in any such action or proceeding to the fullest extent permitted now or in the future by the laws of any such jurisdiction.

(b) The Borrower agrees that the waivers set forth in paragraph 23.18(a) above shall have the fullest effect permitted under the State Immunity Act 1978 and the Foreign Sovereign Immunities Act of 1976 of the United States of America (28 U.S.C. §§ 1602-1611) and are intended to be irrevocable and not subject to withdrawal for purposes of each such Act.

Mantoverde S.A.: Common Terms Agreement

(S) Authorized Signatory

BNP PARIBAS as Senior Lender

(S) Authorized Signatory

( Signature Page to Common Terms Agreement )

DocuSign Envelope ID: DA079235-2AF1-4F90-9870-D6ACD34CF852

EXPORT FINANCE AUSTRALIA , as Mandated Lead Arranger and Senior Lender pursuant to power of attorney and I declare that I have no notice of revocation of that power:

(S) Authorized Signatory

( Signature Page to Common Terms Agreement )

ING CAPITAL LLC

as Mandated Lead Arranger and Senior Lender

(S) Authorized Signatory

( Signature Page to Common Terms Agreement )

ING BANK N.V. as Senior Lender

(S) Authorized Signatory

( Signature Page to Common Terms Agreement )

MUFG BANK, LTD.

as Mandated Lead Arranger and Senior Lender

(S) Authorized Signatory

( Signature Page to Common Terms Agreement )

NATIXIS, NEW YORK BRANCH as Mandated Lead Arranger and Senior Lender

(S) Authorized Signatory

( Signature Page to Common Terms Agreement )

(S) Authorized Signatory

DocuSign Envelope ID: 274EC84A-D95C-45EB-8F3F-2A3795DCB892

SOCIETE GENERALE as Mandated Lead Arranger and Senior Lender

(S) Authorized Signatory

( Signature Page to Common Terms Agreement )

(S) Authorized Signatory

MUFG BANK, LTD. as Administrative Agent

(S) Authorized Signatory

( Signature Page to Common Terms Agreement )

MUFG BANK, LTD. as Intercreditor Agent

(S) Authorized Signatory

( Signature Page to Common Terms Agreement )

(S) Authorized Signatory

MUFG BANK, LTD. as Uncovered Facility Agent

(S) Authorized Signatory

( Signature Page to Common Terms Agreement )

DocuSign Envelope ID: C7505572-848A-4A16-9AC8-E3321A0E70CA

EXPORT FINANCE AUSTRALIA , as ECA Direct Facility Agent pursuant to power of attorney and I declare that I have no notice of revocation of that power:

(S) Authorized Signatory

( Signature Page to Common Terms Agreement )

(S) Authorized Signatory

BNP PARIBAS

as Documentation Agent

(S) Authorized Signatory

==> picture [59 x 47] intentionally omitted <==

( Signature Page to Common Terms Agreement )

ING CAPITAL LLC as Environmental and Social Agent

(S) Authorized Signatory

( Signature Page to Common Terms Agreement )

DocuSign Envelope ID: 274EC84A-D95C-45EB-8F3F-2A3795DCB892

SOCIETE GENERALE as Technical Agent

(S) Authorized Signatory

( Signature Page to Common Terms Agreement )

DocuSign Envelope ID: 274EC84A-D95C-45EB-8F3F-2A3795DCB892

SOCIETE GENERALE as Insurance Agent

(S) Authorized Signatory

( Signature Page to Common Terms Agreement )

MUFG BANK, LTD. as Permitted Hedging Provider

(S) Authorized Signatory

( Signature Page to Common Terms Agreement )

DocuSign Envelope ID: 274EC84A-D9578EC2314-D0D C-4 5EB-8F3FDC6-9515 - 2A49 3 53D433267795DCB892

SOCIETE GENERALE as Permitted Hedging Provider

(S) Authorized Signatory

( Signature Page to Common Terms Agreement )

(S) Authorized Signatory

Signature Page to Common Terms Agreement

(S) Authorized Signatory

ING CAPITAL MARKETS LLC as Permitted Hedging Provider

(S) Authorized Signatory

( Signature Page to Common Terms Agreement )

BNP PARIBAS

as Offshore Collateral Agent

==> picture [54 x 44] intentionally omitted <==

(S) Authorized Signatory

( Signature Page to Common Terms Agreement )

(S) Authorized Signatory

==> picture [130 x 22] intentionally omitted <==

(S) Authorized Signatory

==> picture [159 x 9] intentionally omitted <==

SCHEDULE A COMMITMENTS

Part A

Initial Senior Lenders

Uncovered Facility Commitments

Initial Senior Lender	Commitment ($)	Address for Notices
Banco De Crédito e Inversiones, Miami Branch	50,000,000.00	1450 Brickell Avenue, Suite 2800, Miami, Florida 33131, USA
BNP Paribas	32,000,000.00	787, 7thAvenue, New York, NY 10019, USA
MUFG Bank Ltd.	32,000,000.00	1221 Avenue of the Americas, New York, NY 10020, USA
ING Capital LLC	32,000,000.00	Attn: Metals and Mining, 1133 Avenue of the Americas, New York, NY 10036, USA
Natixis, New York Branch	32,000,000.00	1251 Avenue of the Americas, New York, NY 10020, USA
Société Générale	32,000,000.00	245 Park Avenue, New York, NY 10167, USA.
TOTAL	210,000,000.00

Mantoverde S.A.: Common Terms Agreement

ECA Covered Facility Commitments

Initial Senior Lender	Commitment ($)	Address for Notices
BNP Paribas Fortis SA/NV	50,000,000.00	Montagne du Parc 3, 1000 Brussels - Belgium
MUFG Bank, Ltd.	50,000,000.00	1221 Avenue of the Americas, New York, NY 10020, USA
ING Bank N.V.	50,000,000.00	P.O. Box 1800, 1000 BV Amsterdam, The Netherlands
Natixis	50,000,000.00	68/76 quai de la Rapée – 75012 Paris, France
Société Générale	50,000,000.00	245 Park Ave, New York, NY 10167, USA
TOTAL	250,000,000

ECA Direct Facility Commitments

Initial Senior Lender	Commitment ($)	Address for Notices
Export Finance Australia	60,000,000.00	Level 10 Export House 22 Pitt Street SYDNEY NSW 2000 AUSTRALIA
TOTAL	60,000,000.00

Bonding Facility Commitments

Initial Senior Lender	Commitment (UF)	Address for Notices
Banco De Crédito e Inversiones	up to 1,255,000.00	El Golf 125, Las Condes, Santiago, Chile
TOTAL	up to 1,255,000.00 (in 2030)

Mantoverde S.A.: Common Terms Agreement

Part B

Initial Permitted Hedging Providers

Permitted Commodity Hedging Provider

Initial Permitted Commodity Hedge Provider	Hedging proportions	Address for Notices
BNP Paribas	33.33%	10 Harewood Avenue, London, NW1 6AA, England
ING Capital Markets LLC	33.33%	Attn: Jesse Freeman/Paola Corradetti, ING Financial Markets, 133 Avenue of the Americas, New York, NY 10036, USA
Natixis	33.33%	1251 Avenue of the Americas, 4th Floor, New York, NY 10020, USA

Permitted FX Hedge Provider

Initial Permitted FX Hedge Provider	Hedging proportions	Address for Notices
Banco De Crédito e Inversiones	50%	El Golf 125, Las Condes, Santiago, Chile
MUFG Bank Ltd.	50%	1251 Avenue of the Americas, 15th Floor, New York NY 10020-1104, USA

Permitted Interest Rate Hedge Provider

Initial Permitted Interest Rate Hedge Provider	Hedging proportions	Address for Notices
Société Générale	67.5%	245 Park Avenue, New York, NY 10167, USA
MUFG Bank Ltd.	32.5%	1251 Avenue of the Americas, 15th Floor, New York NY 10020-1104, USA

Mantoverde S.A.: Common Terms Agreement

SCHEDULE B CONDITIONS PRECEDENT

Part I – Conditions Precedent to Effective Date

The obligations of the parties to this Agreement shall not become effective until the following Conditions Precedent to the Effective Date are satisfied, in form and substance satisfactory to the Finance Parties, or waived (solely in writing by the relevant Facility Agent in relation to the relevant Facility, as applicable).

1. Corporate Documentation

The Administrative Agent (and where necessary the ECA Agent) shall have received all of the following (in each case in form and substance satisfactory to each Finance Party):

1.1. Copies of the constitutional documents (including any unanimous shareholder agreements or declarations, as applicable) of the Borrower and each Shareholder, attached in each case to an Officer’s Certificate of the Borrower and each Shareholder (as applicable);
1.2. A copy of the resolutions of the board of directors and shareholders (as applicable) meeting of each of the Borrower and each Shareholder (or, in the case of MMC, a copy of the resolutions of the executive committee) approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party and resolving that it execute, deliver and perform the Transaction Documents to which it is a party and authorising a specified person or persons to execute the Transaction Documents to which it is a party on its behalf, attached in each case to the Officer’s Certificate of the Borrower and each Shareholder (as applicable);
1.3. Specimen signatures of each person from the Borrower, and each Shareholder authorised by the resolutions to sign the Transaction Documents to which it is a party, a copy of the duly registered powers of attorney and any other notices or documents under or in connection with the Transaction Documents to which it is a party, attached in each case to the Officer’s Certificate of the Borrower and each Shareholder;
1.4. A certificate of the Borrower (signed by an authorised representative) confirming that (i) each copy of each document relating to it specified in this section is correct, complete and in full force and effect and has not been amended or superseded as at the date of this Agreement; and (ii) all Repeating Representations are true and complete in all material respect (or, if already qualified by materiality or Material Adverse Effect, in all respects after giving effect to such qualification); and (iii) no event has occurred and is continuing or would result from the Finance Documents as at the date of this Agreement which constitutes a Potential Event of Default or an Event of Default;
1.5. A certificate of each Shareholder (signed by an authorised representative) confirming that each copy of each document relating to it specified in this section is correct, complete and in full force and effect and has not been amended or superseded as at the date of this Agreement; and
1.6. A certificate of status, compliance, good standing or like certificate with respect to the Borrower and each Shareholder (except MMC) issued by the appropriate government official in the jurisdiction of its incorporation.
1.7. A copy of the Pre-Approved Transferee List.
Finance Documents, Hedge Agreements, ECA Guarantee and Cost Overrun Facility

The Administrative Agent (and where necessary the ECA Agent) shall have received all of the following (in each case in form and substance satisfactory to each Finance Party):

Mantoverde S.A.: Common Terms Agreement

Finance Documents

2.1. An original of each of the following Finance Documents duly executed and delivered by each of the parties thereto:
2.1.1. this Agreement;
2.1.2. the Uncovered Facility Agreement;
2.1.3. the ECA Covered Facility Agreement;
2.1.4. the ECA Direct Facility Agreement;
2.1.5. the Bonding Facility Agreement;
2.1.6. the Collateral Agency and Intercreditor Deed;
2.1.7. the Onshore Collateral Agency Agreement;
2.1.8. the Accounts Agreement;
2.1.9. the MVDP EPC Direct Agreement;
2.1.10. the Boliden Offtake Direct Agreement;
2.1.11. the Anglo Offtake Direct Agreement;
2.1.12. each ISDA master and schedule agreement between the Borrower and each initial Permitted FX Hedge Provider (Banco De Crédito e Inversiones and MUFG Bank Ltd.);
2.1.13. each ISDA master and schedule agreement between the Borrower and Société Générale as initial Permitted Interest Rate Hedge Provider;
2.1.14. each ISDA master and schedule agreement between the Borrower and each initial Permitted Commodity Hedge Provider (BNP Paribas, ING Capital Markets LLC and Natixis); and
2.1.15. the Hedging Bank Execution Mandate Letter with BNPP.

ECA Guarantee

2.2. Final credit approval shall have been obtained from Finnvera.
2.3. Execution and delivery of the ECA Guarantee each in form and substance satisfactory to all of the ECA Covered Facility Lenders, duly executed and delivered by each of the parties to it.
2.4. No termination event (howsoever described) has occurred or is occurring under the ECA Guarantee, and no suspension of any part of the ECA Guarantee and no circumstances exists which would permit the ECA Guarantor to suspend or terminate the ECA Guarantee.
2.5. Payment of the ECA Handling Fee (as defined in the ECA Covered Facility Agreement) to the ECA Agent on behalf of Finnvera in accordance with the terms of the ECA Covered Facility Agreement.

Mantoverde S.A.: Common Terms Agreement

Proceeds Account Confirmation

2.6. Evidence that, as at the date of this Agreement, the amount standing to the credit of the Offshore USD Proceeds Account is at least US$10.9 million.
Security
3.1. Each of the following Security Documents shall have been duly executed and, in respect to those that are Onshore Security Documents, the Notary Public shall have issued a communication acknowledging receipt of all of them; provided that a copy of each Security Document shall be delivered to the Administrative Agent by the Borrower as soon as possible, but no later than seven (7) Business Days thereafter:
3.1.1. US Security Agreement;
3.1.2. Each Offshore Accounts Control Agreement;
3.1.3. English Charge;
3.1.4. Onshore Commercial Pledge over Borrower’s Shares (Mantos Holding);
3.1.5. Onshore Pledge Without Conveyance over Borrower’s Shares (Mantos Holding);
3.1.6. Each Onshore Collection Mandates;
3.1.7. Onshore Accounts Control Agreement;
3.1.8. Each Onshore Pledge Without Conveyance over Rights under Material Project Documents;
3.1.9. Onshore Pledge without Conveyance over Monies and Authorised Investments;
3.1.10. Onshore Mortgage over Mining Concessions;
3.1.11. Onshore Pledge without conveyance over Copper and Mineral Assets;
3.1.12. Onshore Pledge without conveyance over Existing and Future Equipment and Movable Assets;
3.1.13. Onshore Mortgage over Water Rights;
3.1.14. Onshore Pledge without conveyance over Existing and Future Intellectual Property;
3.1.15. Onshore Mortgage over Real Estate;
3.1.16. Each Onshore Conditional Assignments of Rights under each Material Project Document;
3.1.17. Onshore Collateral Agency Agreement; and
3.1.18. Security Certificate.
3.2. In respect of the following Security Documents, the Borrower shall have taken all actions required by the relevant law to create a perfected first priority security interest in the Collateral in favour of the Secured Parties:

Mantoverde S.A.: Common Terms Agreement

3.2.1. US Security Agreement (including the Security Power of Attorney);
3.2.2. Each Offshore Accounts Control Agreement;
3.2.3. English Charge; and
3.2.4. Onshore Accounts Control Agreement.
3.3. In respect to the Onshore Commercial Pledge over Borrower’s Shares (Mantos Holding), Mantos Holding shall have delivered to the Onshore Collateral Agent a share title certificate (Nómina de Títulos) issued by the Depósito Central de Valores, in respect to the Borrower’s shares to be pledged; provided that evidence of the registration of the Onshore Commercial Pledge over Borrower’s Shares (Mantos Holding) in the Borrower’s shareholders ledger held by the Depósito Central de Valores, in the form of a new Nómina de Títulos showing the registration of the pledge shall be provided by the Borrower as soon as possible but no later than seven (7) Business Days thereafter.
3.4. In respect of the Security Documents referred to in paragraphs 3.2 and 3.3 of this Part I, the Administrative Agent shall have received evidence in an Officer’s Certificate from each of the Borrower and Mantos Holding (as applicable) that no prior notice of any security interest has been issued to any of the parties to the contractual arrangements and accounts which are the subject of such Security Documents, and that amounts payable in relation to such contractual arrangements shall be paid without set-off or counterclaim (save to the extent that such confirmations from the contractual counterparties have been incorporated in the relevant Direct Agreement or in acknowledgements of assignment); and
3.5. In respect of the Security Documents referred to in paragraph 3.2 of this Part I, the Administrative Agent shall have received evidence in an Officer’s Certificate of the Borrower and Mantos Holding (as applicable) that no liens or encumbrances are registered against the Borrower other than in favour of the Secured Parties except as previously disclosed to and agreed by the Secured Parties.
3.6. In respect of the following Security Documents, the Borrower shall have provided (i) documentary evidence that the applicable registration fees have been paid by the Borrower (either directly to the applicable registrar or to the Notary Public for payment to the applicable registrar), and (ii) confirmation to the Administrative Agent in an Officer’s Certificate that the relevant Notary Public has received everything needed to proceed to the filing of such Security Documents in the applicable registrar; provided that evidence that the applicable registration form has been filed with the applicable registrar, in the form of a Comprobante de Ingreso de Actuación Inscripción issued by the Chilean Civil Registry, shall be provided by the Borrower as soon as possible but no later than seven (7) Business Days thereafter:
3.6.1. Onshore Pledge Without Conveyance over Borrower’s Shares (Mantos Holding);
3.6.2. Separate Onshore Pledges Without Conveyance of Rights under Material Project Documents;
3.6.3. Onshore Pledge without Conveyance over Monies and Authorised Investments;
3.6.4. Onshore Mortgage over Mining Concessions;
3.6.5. Onshore Pledge without conveyance over Copper and Mineral Assets;
3.6.6. Onshore Pledge without conveyance over Existing and Future Equipment and Movable Assets; and

Mantoverde S.A.: Common Terms Agreement

3.6.7. Onshore Pledge without conveyance over Existing and Future Intellectual Property.
3.7. In respect of the following Security Documents, the Borrower shall have provided confirmation to the Administrative Agent in an Officer’s Certificate that upon receipt of copies of such Security Documents, it shall have received everything required to proceed to the filing of such Security Documents in the applicable registrars:

3.7.1. Onshore Mortgage over Mining Concessions

3.7.2. Onshore Mortgage over Water Rights, and
3.7.3. Onshore Mortgage over Real Estate.
3.8. In respect of the English Charge, the Borrower shall have provided evidence of dispatch of notices of assignment to the relevant counterparties.
3.9. In respect of the following Security Documents, the Borrower shall have provided confirmation to the Administrative Agent in an Officer’s Certificate that upon receipt of copies of such Security Documents, it shall have received everything required to dispatch the notices of assignment to the relevant counterparties:
3.9.1 Onshore Pledge without Conveyance over rights under Material Project Document;
3.9.2 Onshore Conditional Assignment of Rights under each Material Project Document; and
3.9.3 Onshore Collection Mandate.
Project Documents
4.1. A certified copy of each of the following Project Documents (and any amendments to it) duly executed by the parties to such document attached in each case to an Officer’s Certificate of the Borrower:
4.1.1. each mining licence;
4.1.2. MVDP EPC Contract;
4.1.3. MVDP EPC Contract Guarantee;
4.1.4. each Power Supply Agreement;
4.1.5. Boliden Offtake Agreement;
4.1.6. Anglo Offtake Agreement;
4.1.7. Management Services Agreement;
4.1.8. Shareholders’ Agreement; and
4.1.9. Holdco Undertaking Deed.
4.2. Certified copies of all performance, advance payment and other security required under any of the Project Documents listed in paragraph 4.1 of this Part I (other than the MVDP EPC Advance Payment Bond and the MVDP EPC Performance Support) attached in each case to an Officer’s Certificate of the Borrower delivered to the Administrative Agent and evidence in each case, that

Mantoverde S.A.: Common Terms Agreement

such security is in full force and effect in accordance with the terms and conditions of the relevant Project Document.

4.3. Certification from the Borrower (included in the Officer’s Certificate of the Borrower) that all conditions precedent to each Project Document listed in paragraph 4.1 of this Part I have been satisfied or waived on terms acceptable to the Debt Finance Parties and that each such Project Document is in full force and effect (other than the Notice to Proceed, the MVDP EPC Performance Support and the MVDP EPC Advance Payment Bond and any condition to the effect that they will become unconditional and in full force and effect simultaneously with all conditions precedent to the Financial Closing Date under the Finance Documents having been satisfied or waived).
4.4. The most recent financial statements for the EPC Contractor and the EPC Contractor guarantor.
Authorisations

The Administrative Agent (and where necessary the ECA Agent) shall have received the following (in each case in form and substance satisfactory to each Finance Party):

5.1. A certificate (included in the Officer’s Certificate of the Borrower), to the effect that:
5.1.1. all material and necessary Project Authorisations (including the mining licences and other title documents) at the current stage of development of the Project have been obtained;
5.1.2. a true and complete copy of each such material Project Authorisation (including the mining licences) is attached to such certificate; and
5.1.3. all material notices, registrations, filings, stampings, approvals and consents in relation to the Transaction Documents (to the extent required under any relevant jurisdiction) have been duly obtained, issued and/or completed (as applicable) pursuant to any applicable regulations in that jurisdiction.
Insurances
6.1. The Administrative Agent (and where necessary the ECA Agent) shall have received evidence satisfactory to it and the Independent Insurance Consultant that the Borrower has in full force and effect insurance policies (with evidence that a copy of the agreed form of endorsement has been sent to the insurers and (as applicable) reinsurers, and endorsed on the relevant policies), consistent with the schedule of insurance and reinsurance described in each broker letter of undertaking delivered to the Administrative Agent under paragraph 6.2 below; and
6.2 The Administrative Agent (and where necessary the ECA Agent) shall have received one or more insurance broker's letters of undertaking in relation to the relevant (x) insurances, (y) reinsurances, and (z) endorsements set out in paragraphs 13(a) and 13(b) of Part 1 of Appendix 1 to Schedule K (Insurances) in respect of insurances and including the Finance Parties' rights in respect of reinsurances, satisfactory to the Administrative Agent.
Reports

The Administrative Agent (and where necessary the ECA Agent) shall have received all of the following reports, prepared for the benefit of the Debt Finance Parties (in each case in form and substance satisfactory to each Debt Finance Party):

7.1. A copy of a technical due diligence report from the Independent Technical Consultant;
7.2. A copy of an insurance report from the Independent Insurance Advisor

Mantoverde S.A.: Common Terms Agreement

7.3. A copy of the IESC DD Report from the Independent Environmental & Social Consultant;
7.4. A report and audit (including tax audit) of the Base Case Financial Model from the Model Auditor;
7.5. A copy of the Independent Market Consultant report; and
7.6. Reliance letters (as amended, if applicable) with respect to each report delivered by the Independent Consultant, save for the report to be delivered by the Independent Insurance Consultant, in customary form, or appropriate reliance language is contained in the report.

8. Legal Opinions

The Administrative Agent (and where necessary the ECA Agent) shall have received legal opinions in form and substance satisfactory to the Administrative Agent, for the benefit of, and addressed to the Finance Parties on the Effective Date, which legal opinions shall be customary for financings of this type and cover such other matters as the Administrative Agent may reasonably request:

8.1. Legal opinions from Norton Rose Fulbright, legal advisers to the Finance Parties in England;
8.2. A legal opinion from Prieto Abogados, legal advisers to the Finance Parties in Chile;
8.3. A legal opinion from Hannes Snellman Attorneys Ltd, Finnish counsel to the Finance Parties;
8.4. A legal opinion from Baker McKenzie, legal advisers to the Borrower in New York (USA) in respect of the US Security Agreement and each Offshore Accounts Control Agreement;
8.5. A legal opinion from Allen & Overy, legal advisers to MMC in Japan; and
8.6. A legal opinion provided by the legal advisers to the EPC Contractor in Australia and in Chile as required under the EPC Contract and by Herbert Smith Freehills New York LLP as legal advisers to the Borrower in New York (USA) in respect of the EPC Contract.
Base Case Financial Model, Mine Plan, Model Audit Report and Budgets

The Administrative Agent (and where necessary the ECA Agent) shall have received all of the following:

9.1. An electronic copy of the Base Case Financial Model, certified by an authorised signatory of the Borrower as being a true and accurate copy of the original thereof, demonstrating among other things that the Financial Covenants will be met and that there is no Cost-to-Complete Shortfall as at the Financial Closing Date and which evidences, among other things, a minimum Projected Debt Service Cover Ratio of 2.0:1 for the twelve-month period commencing on the Initial Repayment Date and each subsequent twelve-month period commencing on a Calculation Date through to the Final Maturity Date;
9.2. The initial Construction Budget and Annual Operating Budget and Forecast Report;
9.3. The Life of Mine Plan in form and substance satisfactory to the Independent Technical Consultant and the Debt Finance Parties;
9.4. Confirmation from the Borrower that no material Construction Costs have been incurred to date in relation to the Project which are not included in the Base Case Financial Model; and

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9.5. A copy of the Closure Plan submitted to the applicable Chilean Governmental Body and evidence that the revised Closure Plan has been submitted to the applicable Chilean Governmental Body.

10. Property and Environment

The Administrative Agent and the Environmental and Social Agent shall have received all of the following (in each case in form and substance satisfactory to each Finance Party):

10.1. A certificate from an authorised officer of the Borrower and approved in writing by the Independent Environmental and Social Consultant certifying that the actions outlined in the ESAP required to have been accomplished on or prior to the Effective Date have been accomplished and that each Corrective Action Plan is being complied with, and confirming that the Project is in compliance in all material respects with the Environmental and Social Requirements.
10.2. Copies of each of the EIAs duly approved by the applicable governmental body and the Environmental Licences in relation thereto, in each case attached to an Officer’s Certificate of the Borrower certifying the same.
10.3. A copy of each ESMP (including the Closure Plan).
10.4. Certificate from an authorised officer of the Independent Environmental and Social Consultant in connection with:
10.4.1. each EIA, certifying that the Borrower, and the Project, shall be in compliance in all material respects with Applicable Laws;
10.4.2. the ESMS (including each ESMP) reviewed, certifying that the Borrower, and the Project, shall be in compliance in all material respects with Environmental and Social Requirements; and

10.4.3. attaching the most recent ESAP for the Project.

10.5. Evidence that the ESMS has been updated and implemented to reflect the requirements of each EIA, each ESMP and all Environmental and Social Requirements currently required to be complied with by the Borrower to develop and operate the Project at its current stage of development or to conduct any operations currently being conducted by it, save for those matters identified as outstanding in the ESAP and in respect of which extended compliance time periods have been specified therein.
10.6. An Independent Environmental and Social Consultant, an Independent Technical Consultant and an Independent Tailings Consultant have been appointed for a term and scope of work reasonably acceptable to the Debt Finance Parties.
10.7. The Borrower shall have provided a copy of the Compliance Programmes and HSEC Policy to the Administrative Agent and Environmental and Social Agent.
10.8. Evidence that a detailed engineering study has been conducted, with results satisfactory to the Debt Finance Parties, with respect to any tailings dam and related infrastructure of the Project and certified as true to the original by the Borrower.

11. Project Accounts

The Administrative Agent (and where necessary the ECA Agent) shall have received evidence satisfactory to it that all of the Project Accounts (other than the Onshore USD Proceeds Account and the Debt Service Reserve Account) have been opened with the applicable Account Banks.

Mantoverde S.A.: Common Terms Agreement

12. Initial Financial Statements

The Administrative Agent (and where necessary the ECA Agent) shall have received certified copies of the financial statements of the Borrower for the Fiscal Year ending 31 December 2019 and of Mantos Copper S.A. for the Fiscal Years ending 31 December 2016, 2017 and 2018, together with all subsequently available audited and unaudited financial statements of the Borrower and an Officer’s Certificate signed by an authorised signatory of the Borrower confirming that there has been no Material Adverse Effect since the preparation of the Borrower’s latest audited financial statements.

13. General

Evidence of the Borrower’s appointment of a process agent in relation to any proceedings before the English courts in connection with the Finance Documents governed by English law and evidence of the Borrower’s appointment of a process agent in relation to any proceedings before the courts of the State of New York in connection with the Finance Documents governed by New York law.

14. Know Your Customer Information

Each of the Borrower, the Shareholders and the Sponsors shall have provided all information necessary to comply with any money laundering regulations, know your customer checks and other identification procedures as may be requested by, and in form satisfactory to, the Administrative Agent.

15. LME

The Administrative Agent (and where necessary the ECA Agent) shall have received evidence of LME registration with respect to the copper cathode produced by the Project.

16. Fees

The Administrative Agent (and where necessary the ECA Agent) shall have been satisfied that any fees earned on the Effective Date by the Permitted Hedge Providers in accordance with the Fee Letters entered into with the Permitted Hedge Providers will be paid on or prior to the Financial Closing Date.

17. Facility Agreements

All conditions precedent to the Effective Date under each Facility Agreement shall have been fulfilled to the satisfaction of the applicable Facility Agent, or waived.

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Part II – Conditions Precedent to Financial Closing Date

The obligations of the Senior Lenders under this Agreement are subject to the satisfaction or waiver, in form and substance satisfactory to each Senior Lender, of each of the following conditions precedent, which conditions precedent are for the sole and exclusive benefit of all Senior Lenders and may be waived in writing solely by the relevant Facility Agent (acting on the instructions of all Senior Lenders) in relation to the relevant Facility, as applicable.

1. Corporate Documentation

The Administrative Agent (and where necessary the ECA Agent) shall have received (i) the Bring Down Letter issued by the Borrower or (as applicable) each Shareholder in respect of the certificates delivered by it pursuant to paragraph 1 of Part I ( Conditions Precedent to Effective Date ) of this Schedule B ( Conditions Precedent ) above, (ii) copies (to the extent applicable) of all new amendments or supplements to the documents delivered by the Borrower or (as applicable) each Shareholder pursuant to paragraph 1 of Part I ( Conditions Precedent to Effective Date ) of this Schedule B ( Conditions Precedent ) above and (iii) the following (in each case in form and substance satisfactory to each Finance Party):

1.1. A certificate of the Borrower and each Shareholder (signed by an authorised representative) confirming with regard to itself that (i) borrowing or guaranteeing (as applicable) or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee (as applicable), security or similar limit binding on the Borrower and each Shareholder to be exceeded; (ii) each copy document relating to it specified in this section is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this certificate; (iii) all representations and warranties expressed to be given as at the Financial Closing Date under the Finance Documents to which it is a party are true, accurate and complete; and (iv) no event has occurred and is continuing or would result from the Finance Documents to which it is a party as at the date of this Agreement which constitutes an Event of Default.
1.2. A certificate of status, compliance, good standing or like certificate with respect to the Borrower and each Shareholder (except MMC) issued by the appropriate government official in the jurisdiction of its incorporation.

2. Finance Documents, ECA Guarantee and Cost Overrun Facility

The Administrative Agent (and where necessary the ECA Agent) shall have received all of the following (in each case in form and substance satisfactory to each Finance Party):

Finance Documents

2.1. An original of any Finance Document (other than any Transfer Certificate, any Utilisation Request and any Note)[1] then duly executed and delivered by each of the parties thereto not otherwise delivered to the Administrative Agent as a condition precedent under paragraph 2 ( Finance Documents ), Part I ( Conditions Precedent to Effective Date ) of Schedule B ( Conditions Precedent ), and a Bring Down Letter issued by the Borrower in respect of (if applicable) any amendments to any such documents delivered pursuant to paragraph 2, Part I ( Conditions Precedent to Effective Date ) of Schedule B ( Conditions Precedent ).

Hedge Agreements

2.2. Execution and delivery of the Hedging Novation Agreements (if applicable), as required by the Hedging Strategy.
2.3. A copy of the trade confirmations entered into under the Hedge Agreements, and (if applicable) the

1 This will include the COF Subordination Deed and the Onshore COF Subordination Agreement, and MMC Offtake Direct Agreement.

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Hedging Novation Agreements, in accordance with the Hedging Strategy.

Cost Overrun Facility

2.4. Certified copy of the Cost Overrun Facility duly executed by the parties thereto, in form and substance satisfactory to the Debt Finance Parties and evidence of a depositary or escrow arrangements with respect to the Notes to be delivered under the Cost Overrun Facility Agreement.
2.5. The Cost Overrun Facility is undrawn and remains undrawn as of the Financial Closing Date.
2.6. Evidence that, as at the Financial Closing Date, (x) the amount standing to the credit of the Offshore USD Proceeds Account is at least US$10.9 million, and (y) the principal amount of the Cost Overrun Facility is at least US$60 million, and/or evidence that, to the extent that the aggregate amount of the foregoing was less than US$70.9 million at that time, evidence that, at the Sponsors’ absolute discretion, an amount of additional equity equal to such shortfall has been contributed and deposited into the Offshore USD Proceeds Account by the Sponsors thereafter.
2.7. Evidence that MMC has a credit rating of at least BBB- by Standard & Poor's, BBB- by Fitch or Baa3 by Moody's (or BBB- from the Japan Credit Rating Agency Ltd.).
2.8. A legal opinion in respect of the Cost Overrun Facility from English counsel to the Borrower.

ECA Guarantee

2.9. The ECA Guarantee is unconditional and in full force and effect.
2.10. No Guarantee Termination Event has occurred or is occurring, and no suspension of any part of the ECA Guarantee and no circumstances exists which would permit the ECA Guarantor to suspend or terminate the ECA Guarantee.

Equity Release

2.11. The Blocked Amount has been transferred into the Borrower’s Offshore USD Proceeds Account for use by the Borrower free from any restrictions other than pursuant to the Finance Documents.

3. Security

3.1. Each of the following Security Documents shall have been duly executed, and the Notary Public shall have issued a communication acknowledging receipt of all of them; provided that a copy of each Security Document shall be delivered to the Administrative Agent by the Borrower as soon as possible, but no later than seven (7) Business Days thereafter:
3.1.1. Onshore Commercial Pledge over Borrower’s Shares (MMC); and
3.1.2. Onshore Pledge Without Conveyance over Borrower’s Shares (MMC).
3.2. In respect to the Onshore Commercial Pledge over Borrower’s Shares (MMC), MMC shall have delivered to the Onshore Collateral Agent a share title certificate (Nómina de Títulos) issued by the Depósito Central de Valores, in respect to the Borrower’s shares to be pledged; provided that evidence of the registration of the Onshore Commercial Pledge over Borrower’s Shares (MMC) in the Borrower’s shareholders ledger held by the Depósito Central de Valores, in the form of a pledge new Nómina de Títulos showing the pledge shall be provided by the Borrower as soon as possible but no later than seven (7) Business Days thereafter.
3.3. In respect of the Onshore Commercial Pledge over Borrower’s Shares (MMC), the Administrative

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Agent shall have received evidence in an Officer’s Certificate of MMC that no liens or encumbrances are registered against the Borrower other than in favour of the Secured Parties except as previously disclosed to and agreed by the Secured Parties.

3.4. In respect of Onshore Pledge Without Conveyance over Borrower’s Shares (MMC), the Borrower and MMC shall have provided (i) documentary evidence that the applicable registration fees have been paid by the Borrower (either directly to the applicable registrar or to the Notary Public for payment to the applicable registrar) to the applicable registrar, and (ii) confirmation to the Administrative Agent in an Officer’s Certificate that the relevant Notary Public has received everything needed to proceed to the filing of the Onshore Pledge Without Conveyance over Borrower’s Shares (MMC) in the applicable registrar; provided that evidence that the applicable registration form has been filed with the applicable registrar, in the form of a Comprobante de Ingreso de Actuación Inscripción issued by the Chilean Civil Registry, shall be provided by the Borrower as soon as possible but no later than seven (7) Business Days thereafter.
3.5. The Borrower and each Shareholder shall have signed all documents, given all notices and taken all actions requested by the Collateral Agents (acting reasonably) (including, for the avoidance of doubt, in the case of the Borrower, personal property lien searches, but excluding property lien searches over Mining Concessions, Water Right and Real Estates with the competent registrars) to enable the security granted or to be granted by the Security Documents referred to in paragraph 3.6 and 3.7 of Part I ( Conditions Precedent to Effective Date ) of Schedule B ( Conditions Precedent ) to be subsequently perfected, including to facilitate:
3.5.1. all filings for registration, stampings, recordings, government Authorisations, notifications and other actions (or documents to effect such actions) in all relevant jurisdictions necessary or, in the opinion of legal advisors to the Administrative Agent, advisable or desirable, in order to preserve, protect or create valid perfected security interests over all of the assets purported to be covered by each such Security Document; and
3.5.2. the giving of notices of pledge, assignment or charge, as applicable in relation to the security created under such Security Documents to each of the parties to the contractual arrangements and accounts which are the subject of such Security Documents.
3.6. Evidence that no prior notice of any security interest (other than Permitted Encumbrances) has been issued to any of the parties to the contractual arrangements and accounts which are the subject of the Security Documents referred to in paragraph 3.5 of Part I ( Conditions Precedent to Effective Date ) of Schedule B ( Conditions Precedent ), and that amounts payable in relation to such contractual arrangements shall be paid without set-off or counterclaim (save to the extent that such confirmations from the contractual counterparties have been incorporated in acknowledgements of assignment (as applicable)).
3.7. Officer’s Certificate of the Borrower and Mantos Holding (as applicable) that no liens or encumbrances are registered against the Borrower (other than Permitted Encumbrances) in respect of the Security Documents referred to in paragraph 3.5 of Part I ( Conditions Precedent to Effective Date ) of Schedule B ( Conditions Precedent ).

4. Project Documents

The Administrative Agent (and where necessary the ECA Agent) shall have received all of the following (in each case in form and substance satisfactory to each Finance Party):

4.1. An Officer’s Certificate of the Borrower certifying that no material amendments have been made or agreed to be made to the Material Project Documents since the Effective Date and that the Material Project Documents are in full force and effect (it being acknowledged that any revisions to the scope or term or increases in the payment provisions, shall constitute material amendments).

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4.2. A certified copy of each Additional Material Project Document[2] (and any performance bond, guarantees or other credit support entered into with respect to each) entered into since the Effective Date, duly executed and delivered by the parties to such document and any amendments to any Material Project Documents executed since the Effective Date.
4.3. Notice to Proceed under the MVDP EPC Contract has been delivered by the Borrower.
4.4. An original of each of the MVDP EPC Advance Payment Bond and the MVDP EPC Performance Support.
4.5. Evidence of confirmation from the provider of each of the MVDP EPC Performance Support and the MVDP EPC Advance Payment Bond that proceeds under such guarantee will be transferred to the Offshore USD Proceeds Account.

5. Environmental and Social CPs .

The Administrative Agent (and where necessary the ECA Agent) shall have received all of the following (in each case in form and substance satisfactory to each Finance Party):

5.1. An Officer’s Certificate of the Borrower and approved in writing by the Independent Environmental and Social Consultant certifying that the actions outlined in the ESAP required to have been accomplished on or prior to the Financial Closing Date have been accomplished and that each Corrective Action Plan is being complied with, and confirming that the Project is in compliance in all material respects with the Environmental and Social Requirements.
5.2. Evidence of the approval of the current Closure Plan.
5.3. An Independent Environmental and Social Consultant has been appointed for a term and scope of work reasonably acceptable to the Debt Finance Parties.
5.4. A copy of the revised Closure Plan submitted to the applicable Chilean Governmental Body and evidence that the revised Closure Plan has been submitted to the applicable Chilean Governmental Body.

6. Insurances

The Administrative Agent (and where necessary the ECA Agent) shall have received all of the following (in each case in form and substance satisfactory to each Finance Party):

6.1. [not used].
6.2. Insurance broker's Bring Down Letter in relation to the relevant insurances, reinsurances and endorsements delivered to the Administrative Agent on the Effective Date.

7. Reports

The Administrative Agent and ECA Agent shall have received: (i) an insurance report from the Independent Insurance Consultant, (ii) a Bring Down Letter in respect of the reports already delivered to the Administrative Agent as a condition precedent under paragraphs 7.1, 7.3 and 7.4 of Part I ( Conditions Precedent to Effective Date ) of Schedule B ( Conditions Precedent ) where those reports were provided more than 30 days prior to the Financial Closing Date; and (iii) reliance letters with respect to each such Bring Down Letter, as applicable, delivered by the Independent Consultant in customary form.

2 This will include the MMC Offtake Agreement.

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8. Legal Opinions

If required by the Finance Parties, the Administrative Agent (and where necessary the ECA Agent) shall have received legal opinions provided as a condition to the Effective Date, in each case in form and substance satisfactory to the Finance Parties, prepared for the benefit of, and addressed and delivered to the Finance Parties on the Financial Closing Date solely to the extent relating to security registration matters arisen, or new Security Documents and ECA Guarantees entered into, in each case after the Effective Date.

9. Base Case Financial Model, Mine Plan, Model Audit Report and Budgets

The Administrative Agent and ECA Agent shall have received all of the following (in each case in form and substance satisfactory to each Finance Party):

9.1. An electronic copy of an updated Base Case Financial Model, delivered within thirty (30) days prior to the Financial Closing Date, certified by an authorised signatory of the Borrower as being a true and accurate copy of the original Base Case Financial Model delivered on the Effective Date and updated solely to incorporate the inputs following the completion of the Mandatory Pre-Completion Hedging Programme consistent with the Hedging Strategy and the date of delivery of the Notice to Proceed under the MVDP EPC Contract.
9.2. A Bring Down Letter in respect of (if applicable) any material amendments or supplements to the Construction Budget, Plan and Schedule shall have been delivered within thirty (30) days prior to the Financial Closing Date.
9.3. A Bring Down Letter in respect of (if applicable) any material amendments or supplements to the most recently delivered Life of Mine Plan.

10. Initial Financial Statements

The Administrative Agent and ECA Agent shall have received all of the following (in each case in form and substance satisfactory to each Finance Party):

10.1. Certified copies of any new audited and unaudited financial statements of the Borrower that may have become available subsequently to those financial statements delivered under paragraph 12, Part I ( Conditions Precedent to Effective Date ) of this Schedule B ( Conditions Precedent ).
10.2. A certificate signed by an authorised signatory of the Borrower that there has been no Material Adverse Effect since the preparation of its most recently delivered financial statements (delivered pursuant to Section 9.9(b) and Section 9.10(a)).

11. General

11.1. The Administrative Agent shall have been satisfied that the fees payable to the Finance Parties in accordance with the Fee Letters and the Finance Documents and all costs and expenses due (including the fees of counsel and other professional advisers) at that time have been paid, or arrangements, satisfactory to the Finance Parties, shall be in place to pay such amounts and fees simultaneously with the Financial Closing Date.
11.2. The Conditions Precedent to Effective Date contained in Part I ( Conditions Precedent to Effective Date ) of this Schedule B ( Conditions Precedent ) shall have been satisfied or waived.

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12. CSR

The Borrower shall have provided a copy of the Compliance Programmes and the HSEC Policy to the Administrative Agent.

13. Facility Agreements

All conditions precedent under each Facility Agreement shall have been fulfilled to the satisfaction of the applicable Facility Agent, or waived.

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Part III – Conditions Precedent for all Utilisations

1. No Default

An Officer’s Certificate of the Borrower (either separate or incorporated into the Utilisation Request) confirming that no Potential Event of Default or Event of Default shall have occurred and be continuing or would result from the making of the proposed Loan under any Transaction Document.

2. Representations

An Officer’s Certificate of the Borrower shall have been delivered to the relevant Facility Agents confirming that the Repeating Representations to be made by the Borrower are true, accurate and complete in all material respects by reference to the facts and circumstances then subsisting.

3. Project Accounts

Save for the Debt Service Reserve Account with respect to the period prior to the Project Completion Date, the balance on each Project Account complies with the requirements of the Finance Documents.

4. No unapproved Change of Control

No mandatory prepayments are due and payable under Section 3.3(h) ( Change of Control) and no Change of Control has occurred which the Requisite Majority have not approved in accordance with this Agreement.

5. Purpose

An Officer’s Certificate of the Borrower confirming that the proposed loan will be used for the purpose specified in “Use of Proceeds”.

6. Costs Certificate

The Borrower shall have delivered a Utilisation Request and the relevant Costs Certificate to the relevant Facility Agent and the Technical Agent.

7. Cost-to-Complete

7.1. The Borrower shall have delivered a Cost-to-Complete Certificate to the relevant Facility Agents with the relevant Utilisation Request, certifying (A) that no Cost-to-Complete Shortfall exists, has occurred, or is likely to occur, and (B) that Project Completion is expected to occur by the Project Completion Longstop Date, which Cost-to-Complete Certificate shall set out all relevant calculations in a sufficient level of detail in order for the Independent Technical Consultant and the Technical Agent to verify such confirmation and shall be countersigned by the Independent Technical Consultant confirming that no Cost-to-Complete Shortfall exists. Such Cost-to-Complete Certificate shall be reviewed by the Independent Technical Consultant and shall be deemed approved five (5) Business Days prior to the proposed Utilisation Date unless the Independent Technical Consultant has notified the Borrower that it has not approved such Cost-to-Complete Certificate.
7.2. All Cost Overruns shall have been paid and all undrawn amounts have been drawn under the Cost Overrun Facility and transferred to the Offshore Proceeds Account for the purpose of making payment of any Cost Overruns.

8. Facility Agreements

8.1. No Senior Lender shall have suspended its obligations to make Loans under the Facility Agreement

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to which it is a party.

8.2. The Administrative Agent shall have received a Note for the account of each Term Facility Lender duly executed and delivered by the Borrower as issuer dated on or before the Utilisation Date.

9. No MAE

The relevant Facility Agent shall have received an Officer’s Certificate of the Borrower confirming that no notice of a Material Adverse Effect has been delivered.

10. Cessation of Work

The relevant Facility Agent shall have received an Officer’s Certificate of the Borrower confirming that no notice of suspension or abandonment has been delivered.

11. Know Your Customer Information

Each of the Borrower, Shareholder and the Sponsors shall have provided all information necessary to comply with any money laundering regulations, know your customer checks and other identification procedures as may be requested by, and satisfactory to, the Administrative Agent.

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SCHEDULE C COMPLIANCE CERTIFICATE

To: MUFG Bank, Ltd. as Administrative Agent

Attention:

Email:

From: Mantoverde S.A., as Borrower

Date: [ ][3]

Re: Common Terms Agreement, dated [], by and among Mantoverde S.A., as Borrower, MUFG Bank, Ltd., as Administrative Agent, and the Senior Lenders, and Permitted Hedging Providers party to it from time to time (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Common Terms Agreement ”).

The undersigned hereby certifies as of the date written above that he/she is the [____] of the Borrower, and that, as such, he/she is authorised to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Borrower, and hereby further certifies without personal liability on behalf of the Borrower, as follows:

This Compliance Certificate is furnished pursuant to the Common Terms Agreement. Unless otherwise defined in this Compliance Certificate, terms defined in the Common Terms Agreement are used in this Compliance Certificate with the same meanings given to them in the Common Terms Agreement, and the rules of construction of the Common Terms Agreement apply to this Compliance Certificate.
The undersigned has read and is familiar with the Common Terms Agreement including, in particular, the definitions of the various financial terms used in the Common Terms Agreement, the covenants and Events of Default contained in the Common Terms Agreement.
The undersigned has made, or has caused to be made under his/her supervision, such examinations or investigations as are, in the undersigned’s opinion, necessary to furnish this Compliance Certificate, and the undersigned has furnished this Compliance Certificate with the intent that it may be relied upon by the Finance Parties as a basis for determining compliance by the Borrower with the covenants and obligations under the Common Terms Agreement as of the date of this Compliance Certificate.
The Borrower confirm that calculated as at the [first Utilisation Date][ insert relevant Calculation Date ]:
(a) For [the applicable] Calculation Date, the:
(i) The Loan Life Cover Ratio as calculated as at such date until the Final Maturity Date is no less than []:1;
(ii) The Historic Debt Service Cover Ratio for the applicable Historic DSCR Measurement Period is not less than []:1; and

3 To be delivered (a) within 60 days after the end of each of the first three Fiscal Quarters in each Fiscal Year and (b) within 120 days after the end of each Fiscal Year, in each case, until the Final Maturity Date.

Mantoverde S.A.: Common Terms Agreement

(iii) The Reserve Tail Ratio calculated on such date is no less than 30%, and

The details of the calculations undertaken by the Borrower and other information necessary to enable the Administrative Agent to verify the accuracy of the matters set out in this Certificate with respect to each are set out in the attached Annex to this Certificate.

[This Compliance Certificate is delivered for the Fiscal Quarter ended [___] and attached to this Compliance Certificate as Schedule I are the quarterly unaudited financial statements for such Fiscal Quarter of the Borrower, and such financial statements have been prepared in accordance with IFRS applied on a consistent basis throughout and present fairly, in all material respects, the financial condition of the Borrower as at the date specified therein and for the period then ended.][4]
[This Compliance Certificate is delivered for the Fiscal Year ended [___] and attached to this Compliance Certificate as Schedule I are the audited annual financial statements for such Fiscal Year of the Borrower, and such financial statements have been prepared in accordance with IFRS applied on a consistent basis throughout and present fairly, in all material respects, the financial condition of the Borrower as at the date specified therein and for the period then ended.][5]
The Borrower does not intend to correct or restate, nor, to the knowledge of the Borrower, is there any basis for any correction or restatement of, any aspect of the financial statements delivered in connection with this Compliance Certificate.
[Attached to this Compliance Certificate as Schedule II is an updated version of [ List of Updated Schedules to the Common Terms Agreement ] reflecting any changes to such Schedules from the versions appended to the Common Terms Agreement.][6]
No Potential Event of Default or Event of Default has occurred and is continuing on the date of this Compliance Certificate [except as set forth below]:
[].

[Signature page follows]

4 Insert for Compliance Certificate delivered in each Fiscal Quarter.

5 Insert only for a Compliance Certificate delivered in each Fiscal Year.

6 Insert only to the extent applicable.

Mantoverde S.A.: Common Terms Agreement

IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate on ______,

__.

MANTOVERDE S.A.

By: ____ Name: Title:

[ signature page to Compliance Certificate ]

Mantoverde S.A.: Common Terms Agreement

Schedule I to Compliance Certificate Financial Statements

Mantoverde S.A.: Common Terms Agreement

Schedule II to Compliance Certificate List of Updated Schedules to the Common Terms Agreement

Mantoverde S.A.: Common Terms Agreement

Annex Financial Covenant calculations

Note: To include quarterly calculations with respect to the Copper Price Assumption and the Gold Price Assumptions .

Mantoverde S.A.: Common Terms Agreement

SCHEDULE D FORM OF COST-TO-COMPLETE CERTIFICATE

To: MUFG BANK, LTD. as Administrative Agent Attention: Email:

Copy: SOCIETE GENERALE as Technical Agent Attention: Email:

From: Mantoverde S.A. as Borrower [date]

Dear Sirs

We refer to the Common Terms Agreement by and among Mantoverde S.A., as Borrower, MUFG Bank, Ltd., as Administrative Agent, and the Senior Lenders, and Permitted Hedging Providers party to it from time to time (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Common Terms Agreement” ). This is a Cost-to-Complete Certificate. Terms defined in the Common Terms Agreement have the same meaning when used in this Cost-to-Complete Certificate unless given a different meaning in this Cost-to-Complete Certificate.
We confirm that, as at the last day of the Fiscal Quarter ending immediately prior to the date of delivery of this Cost-to-Complete Certificate (the “ previous Fiscal Quarter ”) and that this certification is being made as of the date of this Certificate:

(a) the Projected Project Costs were USD [], comprising of:

[insert details]	USD []
[insert details]	USD []
[insert details]	USD []

(b) the Available Resources was USD [ ], comprising of:

aggregate undrawn Uncovered Facility Commitments		USD [ ]
aggregate undrawn ECA Covered Facility Commitments		USD [ ]
aggregate undrawn ECA Direct Facility Commitments		USD [ ]
aggregate undrawn Cost Overrun commitments		USD [ ]
Cash standing to the credit of the Project Accounts plus Projected Pre-Completion Net Cash Flows		USD [ ] plus USD [ ]

The Independent Technical Consultant expects the Project to be completed by the Project Completion Longstop Date.

Mantoverde S.A.: Common Terms Agreement

Signed

______ Name: Title: of Mantoverde S.A.

This Cost-to-Complete Certificate, the Project Costs incurred to date and the Projected Project Costs identified in this certificate have been reviewed by the Independent Technical Consultant in consultation with the Technical Agent and relative to the information that has been made available to the Independent Technical Consultant as of the date of this certificate. Based on this review, the undersigned has no reason to believe the certifications of the Borrower are not true and correct in all material respects as of the date of this certificate.

______ Name:

for and on behalf of [Independent Technical Consultant]

______ Name: for and on behalf of [ ], as Technical Agent

[Mantoverde – Signature Page to Cost-to-Complete Certificate]

Mantoverde S.A.: Common Terms Agreement

SCHEDULE E FORM OF COSTS CERTIFICATE

To: MUFG BANK, LTD., as Administrative Agent Attention: Email:

From: Mantoverde S.A., as Borrower

[ date ]

Dear Sirs

1 We refer to the Common Terms Agreement dated [], by and among Mantoverde S.A., as Borrower, MUFG Bank, Ltd., as Administrative Agent, and the Senior Lenders, and Permitted Hedging Providers party to it from time to time (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Common Terms Agreement” ). This is a Costs Certificate. Terms defined in the Common Terms Agreement have the same meaning when used in this Costs Certificate unless given a different meaning in this Certificate.
2 In accordance with the Common Terms Agreement, we set out below the eligible Project Costs that:
(a) are due and payable; and/or
(b) will become due for payment within sixty (60) days from the Utilisation Date,

and hereby certify that as at the date of this certificate:

  - (i) the proceeds of the previous Utilisation were used to pay the eligible Project Costs referred to in the previous Costs Certificate;

  - (ii) the aggregate amount of eligible Project Costs incurred by the Borrower does not exceed the aggregate amount of eligible Project Costs anticipated to be incurred on or prior to the proposed Utilisation Date in the Construction Budget;

  - (iii) [the credit balance on the Onshore Proceeds Account is [●]]; and

  - (iv) [the credit balance on the Offshore Proceeds Account is [●]].

3 We anticipate that on the proposed Utilisation Date, immediately prior to the Utilisation:
(a) [the credit balance on the Onshore Proceeds Account will be [●]]; and
(b) [the credit balance on the Offshore Proceeds Account will be [●]].

Details of the eligible Project Costs

Project Costs Dollars ($) Million

Project Costs that have fallen due and are payable []

Project Costs that will become due for payment []

Mantoverde S.A.: Common Terms Agreement

Yours faithfully

…...............................................

[]

for and on behalf of Mantoverde S.A.

We confirm that we do not disagree with any of the matters set out in this Costs Certificate. As at the proposed Utilisation Date, the Projected Project Costs shall be consistent with the Base Case Financial Model now in effect.

…...............................................

[]

for and on behalf of Independent Technical Consultant

[ Signature page - Cost To Complete Certificate ]

Mantoverde S.A.: Common Terms Agreement

SCHEDULE F MATERIAL PROJECT AUTHORISATIONS

The following lists comprise the material permits and authorisations required for the Project. These permits or authorisations must be acquired prior to key stages of the project development (construction, operation etc.)

Part A ( Initial Authorisations )

Environmental

Environmental Impact Resolution / Resolución de calificación ambiental
(a) EIA Approved by RCA 16/2018
(b) Pertinence Consultation El Salado Camp, approved by Resolution 019/2019
(c) Pertinence Consultation Quebrada Ravine Cross, approved by Resolution 036/2019
PAS 115: Permit for introducing hazardous substances in national Waters / Permiso para introducir o descargar materias, energía o sustancias nocivas o peligrosas cualquier especie a las aguas sometidas a la jurisdicción nacional. Approved by Ord.12600/05/1299 del 2020
PAS 119: Permit for fishing with investigation purposes / Permiso para realizer pesca de investigación
PAS 135: Permit for the TSF / Autorización del Proyecto Depósito de Relaves. Approved by Resolution 0311/2020
PAS 138: Permit for the wastewater system / Authorización Sanitaria para Funcionamiento del Sistema de Alcantarillado Particular
PAS 139: Permit for industrial waste disposal / Planta de Tratamiento de Residuos Industriales Líquidos (Riles). Approved by Resolution 10340/2020
PAS 141: Permit for waste landfills / Autorización relleno sanitario. Approved by Resolution 7749/2020
PAS 142: Permit for hazardous waste facilities / Autorización Sanitaria para el sitio de Almacenamiento de Residuos Peligrosos. Approved by Resolution 10636-2020
PAS 146: Protected species hunting permit / Permiso para la caza o captura de los ejemplares de animales de las especies protegidas. [Approved by Resolutions 499 to 504/2020
PAS 151: Permit for cutting draught resistance species (especies xerófilas) / Permiso para la corta destrucción o descepado de formaciones xerofíticas
PAS 160: Permit to allow industrial facilities in rural areas / Informe Favorable para la Construcción Already approved for Industrial Facilities.
Approved by Resolution 587/2020 SAG
Approved by Resolution 585/2020 MINVU]

Mantoverde S.A.: Common Terms Agreement

Part B ( Subsequent Authorisations )

Environmental

PAS 132: Permit for archaeological excavations / Permiso para hacer excavaciones de tipo arqueológico, antropológico y paleontológico
PAS 136: Permit for the sterile landfill facilities / Permiso para establecer un botadero de estériles
PAS 137: Update of the mining closure plan / Autorización del Proyecto Plan de Cierre
PAS 140: Permit for non-hazardous waste storage facilities / Autorización Sanitaria para el Funcionamiento del Área de Almacenamiento Temporal de Residuos Industriales No Peligrosos
PAS 155: Permit for hydraulic works / Permiso para la construcción de Obra Hidráulica Mayor
PAS 156: Permit for altering the riverbed or artificial water works / Permiso para la Modificación de Cauce naturales o Artificiales
PAS 157: Permit for the regularization of the riverbed or artifictial water works / Permiso para efectuar obras de regularizacipón o defensa de causes naturales
PAS 160: Permit to allow industrial facilities in rural areas / Informe Favorable para la Construcción. Submitted to Authority for El Salado Camp.
Environmental Impact Declaration (Mantoverde Oxides Optimization)/ Declaración de Impacto Ambiental (Optimización de Óxidos Mantoverde). Submitted to the Authority.

Non-Environmental

Permit for the drinking water system /Autorización Sanitaria para el Proyecto del Sistema Particular de Abastecimiento de Agua Potable
Building Permit and its reception/ Permiso de Construcción y recepción definitiva
Industrial Qualification / Calificación técnica industrial
permit issued by SNGM for approval of the mining method: (Método de Explotación Minera)

Mantoverde S.A.: Common Terms Agreement

SCHEDULE G MATERIAL PROJECT DOCUMENTS

(as of the date of this Agreement)

Each mining licence (constituting Project Real Property whether or not listed on Schedule H);
The MVDP EPC Contract;
The MVDP EPC Contract Guarantee;
The MVDP EPC Advance Payment Bond;
The MVDP EPC Performance Support;
The Power Supply Agreements;
The MMC Offtake Agreement;
The Boliden Offtake Agreement;
The Anglo Offtake Agreement;
The Shareholders’ Agreement;
The Management Services Agreement;
The Holdco Undertaking Deed; and
Any Shareholder Undertaking Deed (as may be entered into after the date of this Agreement).

Mantoverde S.A.: Common Terms Agreement

SCHEDULE H PROJECT REAL PROPERTY

	Owned Real Property	Owned Real Property
Legal Owner	Address	Filing Office
Mantoverde S.A.	Plot located in the Borough and Province of Chañaral, Atacama Region.	Folio 401, No. 240 of the Property Registrar of Chañaral, pertinent to year 2019.
Mantoverde S.A.	Plot located at_Quebrada Guamanga,_Borough and Province of Chañaral, Atacama Region.	Folio 402, No. 241 of the Property Registrar of Chañaral, pertinent to year 2019.
Mantoverde S.A.	Plot located_El Salado,_Borough and Province of Chañaral, Atacama Region.	Folio 403 turn, No. 242 of the Property Registrar of Chañaral, pertinent to year 2019.
Mantoverde S.A.	Lot No. 42 and common rights at Plot_Parcelación_ Piedra Colgada, Borough and Province of Copiapó, Atacama Region.	Folio 3612, No. 2732 of the Property Registrar of Copiapo, pertinent to year 2019.
Mantoverde S.A.	Lot No. 18_Serranías de Bodega,_Lot C, Borough and Province of Copiapó, Atacama Region.	Folio 3613, No. 2733 of the Property Registrar of Copiapo, pertinent to year 2019.
Mantoverde S.A.	Lot No. 27_Serranías de Bodega,_Lot C, Borough and Province of Copiapó, Atacama Region.	Folio 3614, No. 2734 of the Property Registrar of Copiapo, pertinent to year 2019.
Mantoverde S.A.	Lot No. 17 and common rights at Plot_Parcelación_ Piedra Colgada, Borough and Province of Copiapó, AtacamaRegion.	Folio 3615, No. 2735 of the Property Registrar of Copiapo, pertinent to year 2019.
Mantoverde S.A.	Lot No. 74 and common rights at Plot_Parcelación_ Piedra Colgada, Borough and Province of Copiapó, AtacamaRegion.	Folio 3616, No. 2736 of the Property Registrar of Copiapo, pertinent to year 2019.
Mantoverde S.A.	Lot No. 28 and Plot No. 11 and common rights at Plot Parcelación Piedra Colgada, Borough and Province of Copiapó,Atacama Region.	Folio 3617, No. 2737 of the Property Registrar of Copiapo, pertinent to year 2019.
Mantoverde S.A.	Lot No. 6 (ha. 0.53)	Folio 3618, No. 2738 of the Property Registrar of Copiapo, pertinent to year 2019.
Mantoverde S.A.	Lot No. 32 and Plot No. 12 and common rights at Plot Parcelación Piedra Colgada, Borough and Province of Copiapó,Atacama Region.	Folio 3619, No. 2739 of the Property Registrar of Copiapo, pertinent to year 2019.
Mantoverde S.A.	Lot No. 55 those subdivided Property Registrar.	Folio 3620, No. 2740 of the Property Registrar of Copiapo, pertinent to year 2019.

	Leases
Parties	Lease #
BCI	82148, 82152, 82155, 82156, 82222, 82223, 82224, 82225, 82226
Scotiabank	73979
Komatsu	732, 733, 803, 817, 836, 837, 864
Factotal	7686

Easements and Easement Agreements	Easements and Easement Agreements
Address	Filing Office
Southeast Dump (botadero): Mining legal Easement and transit, in favor of the following mining concessions: Atacama Una a la treinta y Nueve; Atacama Cuarenta, Atacama Cuarenta y Una al Cincuenta; Bárbara I Tres al Veinticinco, Bárbara II una al Ocho; Dowa Una al Treinta y Seis; Esteban I Una al Veinte; Esteban II Una al veinte; Manto Ruso Una al Dos; SanJuan IIUna al Dieciséis; and, SanJuan V.	Folio 3 turn, No. 5 of the Mortgages Registrar of Chañaral, pertinent to year 2009.
Industrial Zone: Legal Mining easement and transit, in favour of the following mining concessions: Atacama Uno al Cincuenta; Manto Verde Uno al Ciento noventaySiete;and,Dowa Una al TreintaySeis.	Folio 63 turn, No. 52 of the Mortgages Registrar of Chañaral, pertinent to year 1994.

Mantoverde S.A.: Common Terms Agreement

Desalinization Easement I: Legal Mining easement and electrical posts, in favour of the following mining concessions: Atacama Una a la Treinta y Nueve; Atacama Cuarenta; Atacama Cuarenta y Uno al Cincuenta; Barbara Una a la Tres; Barbara II Una a la Ocho; Barbara III Una a la Seis; Dowa Una a la Treinta y Seis; Flamenco III Una a la Veinte; Flamenco IV Una a la Quince; Manto Ruso Una a la Dos; Manto Verde Una a la Ciento Noventa y Siete; Reina I, Tres a la Cuatro, Siete a la Ocho, Once a la Doce, Catorce a la Dieciséis, y Dieciocho a la Veinte; Reina IV Una a la Veinte; Reina V Una a la Veintitrés; Salitrosa IX Una a la Diez; San Juan I Una a la Veinte; and, SanJuan IVUna alaDiez.	Folio 26, No. 17 of the Mortgages Registrar of Chañaral, pertinent to year 2014.
Desalinization Easement II: Legal Mining easement and transit, in favour of the following mining concessions: Atacama Una a la Treinta y Nueve; Atacama Cuarenta y Uno al Cincuenta; Barbara I Una a la Seis; Barbara II Una a la Ocho; Barbara III Una a la Seis; Dowa Una a la Treinta y Seis; Flamenco III Una a la Veinte; Flamenco IV Una a la Quince; Manto Ruso Una a la Dos; Manto Verde Una a la Ciento Noventa y Siete; Reina I, Tres a la Cuatro, Siete a la Ocho, Once a la Doce, Catorce a la Dieciséis, y Dieciocho a la Veinte; Reina IV Una a la Veinte; Reina V Una a la Veintitrés; San Juan II Una a la Dieciséis; y, San Juan IV Una a la Diez.	Folio 21, No. 16 of the Mortgages Registrar of Chañaral, pertinent to year 2014.
Franko Sur Easement: Legal Mining easement and transit, in favour of the following mining concessions: Barbara II Una a la Seis; Patricio V Una a la Diez; Filadelfia II, I Tres a la Seis; Manto Verde Una a la Ciento Noventa y Siete; Don Dipe I Una a la Diecisiete; La Regalada Una a la Tres; Barbara IV; Barbara V; Olvidada; Salitrosa V Una a la Doce; Salitrosa IV Una a la Dieciocho; Salitrosa I Una al a Catorce; Salitrosa II Una a la Seis; Salitrosa III Una a la Diez; Franko Una a la Cuatro; Montecristo Una a la Veinte; Jesus Norte Una a la Treinta; Jesus Sur Una a ala Treinta; San Juan IX; Jesus Dos; y, Salitrosa Ocho.	Folio 102 turn, No. 31 of the Mortgages Registrar of Chañaral, pertinent to year 2013.
Celso/Mantoruso Easement: Legal mining easement and transit, in favor of the following mining concessions: Yolanda Una a la Dieciocho, Santa Clara Ochenta y Uno a la Ciento Veinte; Santa Clara Cincuenta y Uno a la Ochenta; Santa Clara Uno a la Veinte; San Juan V; San Juan IV Una a la Diez; San Juan III Una; San Juan II Una a la Dieciséis; San Juan I Una a la Veinte; San Felipe Una a la Diez; Reina V Una a la Veintitrés; Reina IV Una a la Veinte; Reina II Una a la Treinta; Patricia I Una a la Veinticinco; Manto Verde Una a la Ciento Noventa y Siete; Manto Ruso Uno a la Dos; Laurita; Laura; Las Casas; La Corina Uno a la Tres; Amalia; General Kuroki; Anita; Atacama Una al Cincuenta Ema; Dowa Una al Treinta y Seis; Esteban VII Uno al Cinco; El Pozo; y, Escapada Una al Tres.	Folio 37 turn, No.17 of the Mortgages Registrar of Chañaral, pertinent to year 2017.

Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases

Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases	Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases	Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases	Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases	Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases
Claim Name	Folio	No.	Year	Mine Registrar
Incorporated Exploitation Mining Concessions.
ALTAMIRA I 1/10	104	26	2019	Chañaral
ALTAMIRA II 1/20	105	27	2019	Chañaral
ALTAMIRA III 1/20	106	28	2019	Chañaral
AMALIA	107	29	2019	Chañaral
AMERICA	108	30	2019	Chañaral
ANDREA	109	31	2019	Chañaral
ANDREITA I 1/30	1195 vuelta	303	2019	Copiapo
ANITA	110	32	2019	Chañaral
ANITA	111	33	2019	Chañaral
ATACAMA 1/39	112	34	2019	Chañaral
ATACAMA 1/50 (40)	113	35	2019	Chañaral
ATACAMA 41/50	114	36	2019	Chañaral

Mantoverde S.A.: Common Terms Agreement

Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases	Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases	Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases	Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases	Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases

Claim Name	Folio	No.	Year	Mine Registrar
AVANZADA	115	37	2019	Chañaral
AZUL 1/3	116	38	2019	Chañaral
BARBARA I 3/25	117	39	2019	Chañaral
BARBARA II 1/8	118	40	2019	Chañaral
BARBARA III 1/6	119	41	2019	Chañaral
BARBARA IV	120	42	2019	Chañaral
BARBARA V	121	43	2019	Chañaral
BLANCA C 1/17	122	44	2019	Chañaral
BLANCA D 1/12	123	45	2019	Chañaral
BLANCA F 1/15	124	46	2019	Chañaral
BORNITA 1	125	47	2019	Chañaral
BRILLADOR	126	48	2019	Chañaral
MANTO CALIFORNIA	127	49	2019	Chañaral
CARAMELO I 1/4	128	50	2019	Chañaral
CARMEN	129	51	2019	Chañaral
CEBADILLA	130	52	2019	Chañaral
CHAMONATE I 1/20	1196 turn	304	2019	Copiapo
CHAMONATE III 1/20	1197 turn	305	2019	Copiapo
CHAMONATE IV 1/10	1198 turn	306	2019	Copiapo
CHILLON I 1/30	131	53	2019	Chañaral
CONSUELO	132	54	2019	Chañaral
CORONA I 1/30	133	55	2019	Chañaral
CORONA II 1/30	134	56	2019	Chañaral
CORONA III 1/30	135	57	2019	Chañaral
CORONA IV 1/30	136	58	2019	Chañaral
CORONA IX 1/20	137	59	2019	Chañaral
CORONA V 1/30	138	60	2019	Chañaral
CORONA VI 1/30	139	61	2019	Chañaral
CORONA VII 1/30	140	62	2019	Chañaral
CORONA VIII 1/30	141	63	2019	Chañaral
CORONA X 1/25	142	64	2019	Chañaral
CORONA XI 1/30	143	65	2019	Chañaral
COVELITA 1/2	144	66	2019	Chañaral
CUARTA	145	67	2019	Chañaral
DE LA PAZ 1/10	146	68	2019	Chañaral
DECIMA QUINTA	147	69	2019	Chañaral
DECIMA SEPTIMA	148	70	2019	Chañaral
DECIMA SEXTA	149	71	2019	Chañaral
DELFIN E10 1/10	150	72	2019	Chañaral
DELFIN E11 1/10	151	73	2019	Chañaral
DELFIN E12 1/20	152	74	2019	Chañaral
DELFIN E13 1/80	153	75	2019	Chañaral
DELFIN E14 1/30	154	76	2019	Chañaral
DELFIN E15 1/20	155	77	2019	Chañaral
DELFIN E16 1/10	156	78	2019	Chañaral
DELFIN E6 1/20	157	79	2019	Chañaral
DELFIN E7 1/30	158	80	2019	Chañaral
DELFIN E8 1/20	159	81	2018	Chañaral
DELFIN E9 1/10	160	82	2019	Chañaral

Mantoverde S.A.: Common Terms Agreement

Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases	Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases	Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases	Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases	Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases

Claim Name	Folio	No.	Year	Mine Registrar
DELFIN II 1/20	520 turn	104	2019	Diego de Almagro
DELFIN III 1/20	521 turn	105	2019	Diego de Almagro
DELFIN IV 6/10 - 16/20	522 turn	106	2019	Diego de Almagro
DELFIN XI 1/50	161	83	2019	Chañaral
DELFIN XIV 1/50	162	84	2019	Chañaral
DELFIN XIX 1/10	163	85	2019	Chañaral
DELFIN XLII 1/13	523 turn	107	2019	Diego de Almagro
DELFIN XLIII 1/20	524 turn	108	2019	Diego de Almagro
DELFIN XLIV 1/30	525 turn	109	2019	Diego de Almagro
DELFIN XLV 1/20	164	86	2019	Chañaral
DELFIN XVIII 1/10	165	87	2019	Chañaral
DELFIN XXI 1/10	166	88	2019	Chañaral
DELFIN XXII 1/30	167	89	2019	Chañaral
DELFIN XXIII 1/20	168	90	2019	Chañaral
DELFIN XXIV 1/30	526 turn	110	2019	Diego de Almagro
DELFIN XXXIX 1/5	169	91	2019	Chañaral
DELFIN XXXVI 1/20	170	92	2019	Chañaral
DELFIN XXXVII 1/20	171	93	2018	Chañaral
DELICIA	172	94	2019	Chañaral
DIEGUITO I 1/20	527 turn	111	2019	Diego de Almagro
DIEGUITO II 1/10	528 turn	112	2019	Diego de Almagro
DIEGUITO III 1/9	529 turn	113	2019	Diego de Almagro
DON DIPE I 1/17	173	95	2019	Chañaral
DON DIPE II 1	174	96	2019	Chañaral
DOWA 1/36	175	97	2019	Chañaral
DUCTO MV I 1/20	67	16	2019	Caldera
DUCTO MV II 1/20	67 turn	17	2019	Caldera
DUCTO MV III 1/30	68	18	2019	Caldera
DUCTO MV IV 1/30	68 turn	19	2019	Caldera
DUCTO MV IX 1/50	1199 turn	307	2019	Copiapo
DUCTO MV V 1/20	69	20	2019	Caldera
DUCTO MV VI 1/12	69 turn	21	2019	Caldera
DUCTO MV VII 1/25	1200 turn	308	2019	Copiapo
DUCTO MV VIII 1/50	1201 turn	309	2019	Copiapo
DUCTO MV X 1/50	1202 turn	310	2019	Copiapo
EL POZO	176	98	2019	Chañaral
EMILIO	177	99	2019	Chañaral
EMMA	178	100	2019	Chañaral
ENRIQUITO	179	101	2019	Chañaral
ESCAPADA 1/3	180	102	2019	Chañaral
ESTEBAN I 1/20	181	103	2019	Chañaral

Mantoverde S.A.: Common Terms Agreement

Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases	Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases	Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases	Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases	Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases

Claim Name	Folio	No.	Year	Mine Registrar
ESTEBAN II 1/20	182	104	2019	Chañaral
ESTEBAN IV 1/5	183	105	2019	Chañaral
ESTEBAN V 1/2	184	106	2019	Chañaral
ESTEBAN VI 1	185	107	2019	Chañaral
ESTEBAN VII 1/5	186	108	2019	Chañaral
FILADELFIA II 1-3/6	187	109	2019	Chañaral
FLAMENCO I 1/10	188	110	2019	Chañaral
FLAMENCO II 1/20	189	111	2019	Chañaral
FLAMENCO III 1/20	190	112	2019	Chañaral
FLAMENCO IV 1/15	191	113	2019	Chañaral
FLAMENCO V 1/10	192	114	2019	Chañaral
FLAMENCO VI 1/20	193	115	2019	Chañaral
FLAMENCO VII 1/20	194	116	2019	Chañaral
FLAMENCO X 1/20	195	117	2019	Chañaral
FLAMENCO XI 1/10	196	118	2019	Chañaral
FLEURANCE 1/4	197	119	2019	Chañaral
FORTUNA I 1/10	198	120	2019	Chañaral
FORTUNA II 1/28	199	121	2019	Chañaral
FORTUNA III 1/29	200	122	2019	Chañaral
FRANKO 1/4	201	123	2019	Chañaral
GENERAL KUROKI	202	124	2019	Chañaral
GRITON	203	125	2019	Chañaral
GUAMANGA 1/3	204	126	2019	Chañaral
GUAMANGA I 1/30	205	127	2019	Chañaral
GUAMANGA II 1/20	206	128	2019	Chañaral
GUAMANGA III 1/10	207	129	2019	Chañaral
GUAMANGA IV 1/30	208	130	2019	Chañaral
GUAMANGA IX 1/20	209	131	2019	Chañaral
GUAMANGA V 1/20	210	132	2019	Chañaral
GUAMANGA VI 1/10	211	133	2019	Chañaral
GUAMANGA VII 1/10	212	134	2019	Chañaral
GUAMANGA VIII 1/20	213	135	2019	Chañaral
GUAMANGA X 1/20	214	136	2019	Chañaral
GUAMANGA XI 1/20	215	137	2019	Chañaral
GUAMANGA XII 1/20	216	138	2019	Chañaral
GUAMANGA XIII 1/30	217	139	2019	Chañaral
GUAMANGA XIV 1/30	218	140	2019	Chañaral
GUAMANGA XV 1/10	219	141	2019	Chañaral
GUAMANGA XVI 1/30	220	142	2019	Chañaral
JESUS NORTE 1/9	221	143	2019	Chañaral
JESUS SUR 1/15	222	144	2019	Chañaral
JORGE	223	145	2019	Chañaral
JUPITER	224	146	2019	Chañaral
LA CORINA 1/3	225	147	2019	Chañaral
LA REGALADA 1/3	226	148	2019	Chañaral
LAS CASAS	227	149	2019	Chañaral
LAURA	228	150	2019	Chañaral
LAURITA	229	151	2019	Chañaral
LOURDES 1/10	230	152	2019	Chañaral
LUCITA	231	153	2019	Chañaral
MANTOATACAMA	232	154	2019	Chañaral

Mantoverde S.A.: Common Terms Agreement

Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases	Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases	Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases	Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases	Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases

Claim Name	Folio	No.	Year	Mine Registrar
MANTO RUSO 1/2	233	155	2019	Chañaral
MANTO SUR 1/20	234	156	2019	Chañaral
MANTO VERDE 1/197	235	157	2019	Chañaral
MARGARITA	236	158	2019	Chañaral
MARTE	237	159	2019	Chañaral
MAURICIO	238	160	2019	Chañaral
MERCURIO	239	161	2019	Chañaral
MICHEL VII 1/20 (19/20)	240	162	2019	Chañaral
MIRADOR	241	163	2019	Chañaral
MONTECRISTO 1/20	242	164	2019	Chañaral
OLVIDADA	243	165	2019	Chañaral
ORIENTE	244	166	2019	Chañaral
PALOMA I 1/20	70	22	2019	Caldera
PALOMA II 1/20	70 turn	23	2019	Caldera
PALOMA III 1/30	1203 turn	311	2019	Copiapo
PALOMA IV 1/10	1204 turn	312	2019	Copiapo
PALOMA IX 1/10	245	167	2019	Chañaral
PALOMA LIII 1/15	1205 turn	313	2019	Copiapo
PALOMA LIV 1/30	1197 turn	280	2019	Copiapo
PALOMA LV 1/20	1207 turn	315	2019	Copiapo
PALOMA V 1/9	246	168	2019	Chañaral
PALOMA VI 1/14	247	169	2019	Chañaral
PALOMA VII 1/10	248	170	2019	Chañaral
PALOMA VIII 1/10	249	171	2019	Chañaral
PALOMA XL 1/30	250	172	2019	Chañaral
PALOMA XLI 1/30	251	173	2019	Chañaral
PALOMA XLII 1/20	1208 turn	316	2019	Copiapo
PALOMA XLIX 1/20	1209 turn	317	2019	Copiapo
PALOMA XLVI 1/20	1210 turn	318	2019	Copiapo
PALOMA XLVII 1/10	1211 turn	319	2019	Copiapo
PALOMA XLVIII 1/10	1212 turn	320	2019	Copiapo
PALOMA XVIII 1/15	1213 turn	321	2019	Copiapo
PALOMA XXXIX 1/20	252	174	2019	Chañaral
PALOMITA E5 1/10	71	24	2019	Caldera
PALOMITA I 1/20	1214 turn	322	2019	Copiapo
PALOMITA II 1/6	1215 turn	323	2019	Copiapo
PALOMITA III 1/30	253	175	2019	Chañaral
PALOMITA XII 1/15	1216 turn	324	2019	Copiapo
PATRICIO I 1/25	254	176	2019	Chañaral
PATRICIO II 1/30	255	177	2019	Chañaral
PATRICIO III 1/30	256	178	2019	Chañaral
PATRICIO IV 1/30	257	179	2019	Chañaral
PATRICIO V 1/10	258	180	2019	Chañaral
PICHON A3 1/20	87	29	2019	Caldera
PICHON A4 1/10	71 turn	25	2019	Caldera
PICHON B1 1/20	259	181	2019	Chañaral
PICHON B2 1/20	260	182	2019	Chañaral
PICHON I 1/30	261	183	2019	Chañaral
PICHON II 1/20	262	184	2019	Chañaral

Mantoverde S.A.: Common Terms Agreement

Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases	Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases	Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases	Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases	Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases

Claim Name	Folio	No.	Year	Mine Registrar
PICHON III 1/10	263	185	2019	Chañaral
PICHON IV 1/10	264	186	2019	Chañaral
PICHON V 1/30	265	187	2019	Chañaral
PORVENIR	266	188	2019	Chañaral
PRIMERA	267	189	2019	Chañaral
PRINCESA I 1/2	268	190	2019	Chañaral
PUERTO I 1/20	269	191	2019	Chañaral
PUERTO II 1/30	270	192	2019	Chañaral
PUERTO III 1/20	271	193	2019	Chañaral
PUERTO IV 1/10	272	194	2019	Chañaral
PUERTO V 1/27	273	195	2019	Chañaral
PUERTO VI 1/10	274	196	2019	Chañaral
PUERTO VII 1/20	275	197	2019	Chañaral
PUERTO VIII 1/10	276	198	2019	Chañaral
PUNTA FLAMENCO 1/10	277	199	2019	Chañaral
QUINTA	278	200	2019	Chañaral
RAQUEL	279	201	2019	Chañaral
REINA I 1/30	280	202	2019	Chañaral
REINA 1/34,7/8,11/12,14/16,Y 18/20	281	203	2019	Chañaral
REINA II 1/30	282	204	2019	Chañaral
REINA III 1/30	283	205	2019	Chañaral
REINA IV 1/20	284	206	2019	Chañaral
REINA V 1/23	285	207	2019	Chañaral
RESGUARDO	286	208	2019	Chañaral
RESGUARDO	287	209	2019	Chañaral
ROBERTO	288	210	2019	Chañaral
SALITROSA I 1/14	289	211	2019	Chañaral
SALITROSA II 1/6	290	212	2019	Chañaral
SALITROSA III 1/10	291	213	2019	Chañaral
SALITROSA IV 1/18	292	214	2019	Chañaral
SALITROSA IX 1/10	293	215	2019	Chañaral
SALITROSA V 1/12	294	216	2019	Chañaral
SALITROSA VI 1/10	295	217	2019	Chañaral
SALITROSA VII 1/10	296	218	2019	Chañaral
SALITROSA VIII 1/10	297	219	2019	Chañaral
SALITROSA X 1/10	298	220	2019	Chañaral
SALITROSA XII 1/10	299	221	2019	Chañaral
SALITROSA XIII 1/21	300	222	2019	Chañaral
SALITROSA XIV 1/9	301	223	2019	Chañaral
SALITROSA XV 1/20	302	224	2019	Chañaral
SAN FELIPE 1/10	303	225	2019	Chañaral
SAN FRANCISCO	304	226	2019	Chañaral
SAN FRANCISCO 1/10	1217 turn	325	2019	Copiapo
SAN JUAN I 1/20	305	227	2019	Chañaral
SAN JUAN II 1/16	306	228	2019	Chañaral
SAN JUAN III 1	307	229	2019	Chañaral
SAN JUAN IV 1/10	308	230	2019	Chañaral

Mantoverde S.A.: Common Terms Agreement

Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases	Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases	Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases	Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases	Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases

Claim Name	Folio	No.	Year	Mine Registrar
SAN JUAN V	309	231	2019	Chañaral
SAN JUAN VI 1/9	310	232	2019	Chañaral
SAN JUAN X 1/17	311	233	2019	Chañaral
SAN JUAN XI 1/10	312	234	2019	Chañaral
SAN JUAN XII 1/30	313	235	2019	Chañaral
SAN JUAN XIII 1/19	314	236	2019	Chañaral
SAN JUAN XIV 1/30	315	237	2019	Chañaral
SAN JUAN XIX 1/30	316	238	2019	Chañaral
SAN JUAN XV 1/30	317	239	2019	Chañaral
SAN JUAN XVI 1/30	318	240	2019	Chañaral
SAN JUAN XVII 1/20	319	241	2019	Chañaral
SAN JUAN XVIII 1/30	320	242	2019	Chañaral
SAN MANUEL 1/56	321	243	2019	Chañaral
SAN PABLO I 1/6	322	244	2019	Chañaral
SAN PABLO II 1/10	323	245	2019	Chañaral
SAN PABLO III 1/4	324	246	2019	Chañaral
SAN PABLO XIII 1/30	325	247	2019	Chañaral
SAN PABLO XIV 1/30	326	248	2019	Chañaral
SAN PABLO XIX 1/25	327	249	2019	Chañaral
SAN PABLO XIX 1/30	328	250	2019	Chañaral
SAN PABLO XV 1/30	329	251	2019	Chañaral
SAN PABLO XVI 1/30	330	252	2019	Chañaral
SAN PABLO XVII 1/20	331	252	2019	Chañaral
SAN PABLO XVII 1/26	332	254	2019	Chañaral
SAN PABLO XVIII 1/26	333	255	2019	Chañaral
SAN PABLO XVIII 1/30	334	256	2019	Chañaral
SAN PABLO XX 1/20	335	257	2019	Chañaral
SAN PABLO XX 1/30	336	258	2019	Chañaral
SAN PABLO XXI 1/10	337	259	2019	Chañaral
SAN PABLO XXI 1/30	338	260	2019	Chañaral
SAN PABLO XXII 1/10	339	261	2019	Chañaral
SAN PABLO XXII 1/20	340	262	2019	Chañaral
SAN PABLO XXIII 1/10	341	263	2019	Chañaral
SAN PEDRO	342	264	2019	Chañaral
SAN RAFAEL 1/10	343	265	2019	Chañaral
SAN RAMON	344	266	2019	Chañaral
SANTA CLARA 1/20	345	267	2019	Chañaral
SANTA CLARA 21/50 (21/30)	346	268	2019	Chañaral
SANTA CLARA 21/50 (31/50)	347	269	2019	Chañaral
SANTA CLARA 51/80	348	270	2019	Chañaral
SANTA CLARA 81/120	349	271	2019	Chañaral
SATURNO	350	272	2019	Chañaral
SEGUNDA	351	273	2019	Chañaral
SEPTIMA	352	274	2019	Chañaral
TENAMOCHA 1/9	~~1~~218 turn	326	2019	Copiapo
TERCERA	353	275	2019	Chañaral
TRILLIZOS 1/5	354	276	2019	Chañaral
VERDE 1/2	355	277	2019	Chañaral

Mantoverde S.A.: Common Terms Agreement

Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases	Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases	Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases	Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases	Mineral Rights, Water Rights, Maritime Concessions, Mining Concessions, and Mining Leases

Claim Name	Folio	No.	Year	Mine Registrar
VICTORIA	356	278	2019	Chañaral
YOLANDA 1/18	357	279	2019	Chañaral
Exploitation Mining Concessions in Process		of Incorporation.
Chamonate II 1/34	3281	2109	2019	Copiapo
PalomitaE61/40	207	149	2019	Caldera

Exploration Mining Concessions already	Exploration Mining Concessions already	Incorporated.
Los Morados II 1	207 turn	150	2019	Caldera
Los Morados II 2	208	151	2019	Caldera
Los Morados II 3	430	330	2019	Chañaral

Water Rights
Legal Owner	Reference	Filing Office
Mantoverde S.A.	Water rights, 68 and 18 liters per second, extracted from 2 wells.	Folio 3, No. 2, Water Registrar of Chañaral, pertinent to year 2019.
Mantoverde S.A.	Water rights from subterranean extraction, 100 liters per second, within Lot No. 11 Parcelación Pidera Colgada.	Folio 57 turn, No. 58 Water Registrar of Copiapo, pertinent to year 2019.
Mantoverde S.A.	Water rights from subterranean extraction, 100 liters per second, within Lot No. 16 Parcelación Pidera Colgada.	Folio 58 turn, No. 59 Water Registrar of Copiapo, pertinent to year 2019.
Mantoverde S.A.	Water rights, superficial extraction 65 liters per second, from Rio Salado.	Folio 4, No. 3 Water Registrar of Chañaral, pertinent to year 2019.
Mantoverde S.A.	Water rights, extraction from two wells, 10,8 and 7,5 liters per second, respectively.	Folio 5, No. 4 Water Registrar of Chañaral, pertinent to year 2019.

Mantoverde S.A.: Common Terms Agreement

SCHEDULE I PART A - CORPORATE ORGANISATION CHART

==> picture [648 x 345] intentionally omitted <==

Mantoverde S.A.: Common Terms Agreement

PART B - CORPORATE STRUCTURE

Entity	Registered Ownership	Class of Share	No. of Shares on the Effective Date	Percentage on the Effective Date	No. of shares after MMC equity contributed	Percentage after MMC equity contributed
Mantoverde S.A.	Mantos Copper Holding SpA**	Ordinary	804,981,535	99.99%	804,981,535	69.997%
Mantoverde S.A.	Mitsubishi Materials Corporation (after equity subscription)	Ordinary	-	-	345,008,867	30.000%
Mantoverde S.A.	Other (minority shareholders in aggregate)**	Ordinary	26,893	0.01%	26,893	0.003%
Mantos Copper Holding SpA	Mantos Copper (UK) No.2 Limited Ultimate beneficial owner: Orion Fund JV Ltd.	-	-	-	-

** The minority shareholders have the right to subscribe for up to an additional 12,261 shares, which right expires on 28 February 2021. It is not expected these will be taken up.

Security Holder	Nature of Interest	Total
MMC	Fully paid ordinary shares in the Company that are held by MMC.	345,008,867
Mantos Copper	Fully paid ordinary shares in the Company that are held by Mantos Copper.	804,981,535
N/A	Unsubscribed ordinary shares in the Company resigned by Mantos Copper prior to Completion and which cannot be placed or subscribed for without the prior approval of MMC pursuant to the Shareholders’ Agreement.	21,964,596
Minority Shareholders	Fully paid ordinary shares in the Company that are held by certain minority shareholders.	26,893
N/A	Unsubscribed ordinary shares in the Company that were not subscribed by minority shareholders and which cannot be placed or subscribed for without the prior approval of MMC pursuant to the Shareholders’ Agreement.	92,358
N/A	Fully paid ordinary shares in the Company for which the minority shareholders have the right to subscribe (in line with pre-emptive rights under Chilean law), issued in connection with the Company’s January 2021 capital increase, but which are not held by those minority shareholders and which cannot otherwise be placed or subscribed for without the prior approval of MMC pursuant to the Shareholders’ Agreement.	12,261

Mantoverde S.A.: Common Terms Agreement

SCHEDULE J AFFILIATE TRANSACTIONS

Shareholders Agreement to be dated on or around the date of this Agreement between MMC and Mantos Holding relating to the Borrower
Subscription Agreement dated 7 February 2020 between MMC, the Borrower and Mantos Holding (as amended)
Secondment Agreement to be dated on or around the date of this Agreement between MMC and the Borrower
Reconocimiento De Deuda (acknowledgement of debt) dated 30 January 2020 between the Borrower and Mantos Holding
Reconocimiento De Deuda (acknowledgement of debt) dated 22 April 2020 between the Borrower and Mantos Holding
Reconocimiento De Deuda (acknowledgement of debt) dated 24 June 2020 between the Borrower and Mantos Holding.

SCHEDULE K INSURANCES

1 Interpretation

(a) In this Schedule K:

“ Insurance Policies ” means the insurances and any reinsurance policies to the extent applicable specified in Section 2 ( Insurances to Be Effected ) of this Schedule K.

(b) References in this Schedule K to sections, paragraphs and Appendices shall be construed as references to the sections of this Schedule K and to paragraphs of, and Appendices to, this Schedule K unless the context otherwise requires.

2 Insurances to be Effected.

The Borrower shall procure that the Insurance Policies in form and substance complying with the requirements of this Schedule K, shall be purchased and maintained in full force and effect on or prior to the Initial Utilisation Date (or such other date as the Borrower and the Administrative Agent may agree), until the Senior Debt Discharge Date (as defined in the Collateral Agency and Intercreditor Deed). The Borrower shall procure reinsurance on terms and conditions acceptable to the Administrative Agent in respect of any Insurance Policy obtained within Chile in accordance with Section 3(a)(iii) below.

3 Insurance Requirements and Undertakings.

(a) The Borrower shall:
(i) procure that all Insurance Policies, including any reinsurance policies to the extent applicable, shall at all times:
- (A) comply with the requirements set forth in this Schedule K;
- (B) be purchased by or on behalf of the Borrower and through agents approved in writing by the Administrative Agent;
- (C) all Insurance Policies and any reinsurance policies required to be maintained pursuant to this Schedule K shall include an endorsement in the form attached as Appendix B ( Insurance Policy Endorsements ) or otherwise in form and substance satisfactory to the Administrative Agent;
- (D) (A) in respect of any reinsurance policy, insure the relevant insurer only and (B) in respect of any other Insurance Policy, name: (1) the Borrower as the principal insured party or the first named insured party; (2) the Secured Parties (in every capacity in which they, or any of them, may be acting under the Finance Documents) as additional (but not joint) insured parties; and (3) in respect of third party liability, the directors, officers, employees and agents of the Borrower and the Secured Parties in respect of their interests in the insured risks to the extent that the risks borne by the co-insured parties and required to be insured under the Insurances should be transferred to the insurers thereof; and
- (E) no claim for any loss exceeding USD 2,500,000, may be settled without the prior written consent of the Administrative Agent (acting in consultation with the Independent Insurance Consultant and the Borrower);

(ii) procure that no Insurance Policy is subject to any coverage exclusion or exception unless it is:
(A) specified within Appendix A ( Insurance Requirements ) to this Schedule K as a permitted coverage exclusion or exception;
(B) a necessary standard exclusion or exception within the insurance industry for the type or size of risk covered by that Insurance Policy and is not otherwise insurable on Commercially Reasonable Terms; or
(C) previously approved in writing by the Administrative Agent;
(iii) insure and keep insured, (A) with insurers authorized to provide insurance in Chile having (x) a financial strength rating of “A-” or better by AM Best’s Insurance Guide and Key Ratings and a financial size category of “VIII” or higher, or (y) a Standard and Poor’s Rating Group or Fitch Ratings (or an equivalent rating by another internationally recognized insurance rating agency of similar standing) financial strength rating of “A-” or higher, or (B) with any other insurer satisfactory to the Administrative Agent, in respect of its Project Property and Business, the insurance specified in this Schedule K in at least the minimum amounts specified for such insurances and any insurance required by Applicable Law or any of the Material Project Documents; provided that where insurers in Chile do not meet the above financial rating requirements in accordance with (A) and are not otherwise satisfactory to the Administrative Agent (in consultation with the Independent Insurance Consultant and the Borrower) in accordance with (B), the Borrower shall cause to be acquired via a facultative reinsurance with reinsurers that meet such requirements in respect of the Insurance Policies specified in Appendix A ( Insurance Requirements ), in an amount which is not less than 99% of the total amounts of such Insurance Policies or such amounts required by Applicable Law and the Material Project Documents; and provided that , notwithstanding the foregoing requirement that the Administrative Agent has to consult with the Borrower, the final decision with respect to whether the insurers in Chile are satisfactory in accordance with (B) is in the Administrative Agent’s sole discretion;
(iv) punctually pay any premium, commission and any other amounts and take such other action in each case as may be necessary for effecting and maintaining in force each Insurance Policy;
(v) promptly notify the relevant insurer of any event entitling the Borrower to make a claim under any Insurance Policy written by that insurer and diligently pursue that claim;
(vi) comply with all warranties under each Insurance Policy;
(vii) not do or omit to do, or so far as it is commercially reasonably able permit to be done or not done, anything that may, subject to any requirements of Applicable Law:
(A) prejudice the Borrower's, the Administrative Agent’s, the applicable Collateral Agent’s (which, for greater certainty, in the case of any insurance policy means the Onshore Collateral Agent and in the case of any reinsurance policy means the Offshore Collateral Agent) or any other Secured Party’s (when named a preferred beneficiary, loss payee or additional insureds) right to claim or recover under any Insurance Policy; and
(B) render any Insurance Policy, or any provision of that policy, void or voidable or lead to its suspension or impair or defeat any such policy in whole or in part;

(viii) not materially vary, rescind, terminate, cancel, or replace any Insurance Policy unless the Independent Insurance Consultant has reviewed, and the Administrative Agent has approved, such proposed action;
(ix) procure that each insurer under all Insurance Policies:
(A) is promptly notified of any Lien created in favour of the Secured Parties as set forth in Section 4 ( Policy Terms and Conditions ) in the Borrower's title to, and rights, interest and benefits under, such policies;
(B) (a) enters into an endorsement to be in the form attached hereto as Appendix B ( Insurance Policy Endorsements ), which in respect of all Insurance Policies other than any reinsurance policy, shall include an endorsement of the Administrative Agent’s and the Secured Parties’ interest in such Insurance Policy under the Security and (b) deposits each such policy with its brokers or the Administrative Agent;
(C) notifies the Administrative Agent and the applicable Collateral Agent of the issuance of any notice of cancellation or suspension or modification of the relevant policy and of any fact of which they become aware that could adversely affect the coverage under that policy and of such other matters as specified in this Schedule K; and
(D) acknowledges that none of the Secured Parties, as beneficiaries under the relevant policy and the Security, are liable to the insurers or reinsurers for the payment of any insurance or reinsurance premiums nor for any other obligations of the Borrower;
(x) use its best efforts to ascertain that payments of reinsurance premiums under reinsurance policies of insurances required to be maintained by the Borrower pursuant to this Schedule K are paid in a timely manner and promptly inform the Administrative Agent when the Borrower becomes aware that any such premiums have not been paid;
(xi) procure that every insurance and reinsurance broker who effects any Insurance Policy for the Borrower or the Project writes a letter of undertaking to the Secured Parties in respect thereof substantially in the form of Appendix C ( Broker's Letter of Undertaking ) or otherwise in form and substance satisfactory to the Administrative Agent, no later than two (2) Business Days prior to the Initial Utilisation Date and thereafter within thirty (30) days after each Insurance Policy renewal date and immediately following the appointment by the Borrower of any new insurance or reinsurance broker;
(xii) at any time or from time to time, promptly following the receipt of a notice by the Administrative Agent (to be issued if deemed desirable by the Administrative Agent, following consultation by the Administrative Agent with the Borrower and the Independent Insurance Consultant), obtain such additional insurance coverage of risks or liabilities that are not specified in Schedule K ( Insurances ) as would, in the reasonable opinion of the Administrative Agent (following such consultation) from time to time be obtained by a prudent mining company undertaking a similar business and operating similar facilities or subject to similar natural catastrophe perils (including earthquake and tsunami risks) to the Borrower that does not self-insure and which shall be in such amounts and deductibles as are advised by the Independent Insurance Consultant (following consultation with the Administrative Agent and the Borrower); provided that such additional insurance coverage is available under Commercially Reasonable Terms and the applicable premia on the relevant Insurance Policy as a result of obtaining any amendment to a deductible would not exceed 135% of such premia before obtaining such amended deductible and if such premia exceeds such amount then there shall be no obligation on the Borrower to

obtain such amended deductible; and provided that , notwithstanding the foregoing requirement that the Administrative Agent has to consult with the Borrower prior to issuing a notice, the final decision on whether or not such a notice will be issued is in the Administrative Agent’s sole discretion;

(xiii) at any time or from time to time, promptly following the receipt of a notice by the Administrative Agent (to be issued if deemed desirable by the Administrative Agent, following consultation by the Administrative Agent with the Borrower and the Independent Insurance Consultant) obtain such additional insurance(s) or make such modifications to the terms or conditions of any Insurance Policy required pursuant to this Schedule K as the Administrative Agent (following such consultation) may determine, is specified in such notice to be necessary to cover any material change in the identified risk exposure of the Borrower, its Business or assets, or changes in insurance market practice and which would, in the reasonable opinion of the Administrative Agent (following consultation with the Independent Insurance Consultant and the Borrower) from time to time be obtained by a prudent mining company undertaking a similar business and operating similar facilities to the Borrower that does not self-insure, provided that such additional insurance(s), modifications, or both are available under Commercially Reasonable Terms and the applicable premia on the relevant Insurance Policy as a result of obtaining any amendment to a deductible would not exceed 135% of such premia before obtaining such amended deductible and if such premia exceeds such amount then there shall be no obligation on the Borrower to obtain such amended deductible;
(xiv) at any time or from time to time, promptly following the receipt of a notice by the Administrative Agent to be issued only following consultation by the Administrative Agent with the Borrower and the Independent Insurance Consultant pursuant to the terms of proviso (A) below, make such modifications to the amounts and deductibles of any Insurance Policy required to be obtained under this Schedule K as the Administrative Agent (following such consultation) specifies in such notice to be necessary to take account of inflationary and other relevant factor and which modifications would, in the reasonable opinion of the Administrative Agent (following consultation with the Independent Insurance Consultant and the Borrower) from time to time be made by a prudent mining company undertaking a similar business and operating similar facilities to the Borrower that does not self-insure, provided that such modifications may be obtained under Commercially Reasonable Terms and the applicable premia on the relevant Insurance Policy as a result of obtaining any amendment to a deductible would not exceed 135% of such premia before obtaining such amended deductible and if such premia exceeds such amount then there shall be no obligation on the Borrower to obtain such amended deductible; and
(xv) procure that each reinsurer appointed in accordance with Section 3(a)(iii) enters into an agreement substantially in the form of Appendix D ( Form of Reinsurance Assignment ) to this Schedule K (or in such other form as the Administrative Agent may agree);

provided that :

(A) the Administrative Agent shall be entitled from time to time to review, in consultation with the Borrower, the monetary limits and deductibles of each insurance policy required to be obtained under this Schedule K, such review not to be conducted more frequently than once every calendar year with respect to each Insurance Policy;
(B) at any time and from time to time, if for any reason any insurance required to be maintained under this Schedule K shall not be in full force and effect or otherwise the Borrower fails to comply with any of the requirements in this Schedule K, then the Administrative Agent shall thereupon or at any time while the same is continuing be entitled (but have no such obligation) on their own behalf to procure

that insurance at the expense of the Borrower and to take all such steps to minimize any related hazard as the Administrative Agent may consider expedient or necessary; and

(C) in the event and to the extent that any insurance coverage (including the limits or deductibles thereof) required to be maintained pursuant to this Schedule K, other than insurance required by Applicable Law, is not available under Commercially Reasonable Terms, the Administrative Agent shall be deemed to have waived such requirement; provided that (i) the Borrower shall certify in writing to the Administrative Agent with a detailed explanation of the basis for such conclusion: (a) that such insurance coverage is not available under Commercially Reasonable Terms and (b) if the required amount of insurance coverage is not available under Commercially Reasonable Terms, the maximum amount of insurance coverage that is available under Commercially Reasonable Terms; and (ii) any such waiver shall be effective only so long as such insurance shall not be available under Commercially Reasonable Terms, to be reassessed by the Borrower every four (4) months in consultation with the Administrative Agent and the Independent Insurance Consultant.
(b) The Borrower acknowledges that it is solely responsible to ensure that every material circumstance that should be disclosed at any time to any insurer or reinsurer of every relevant Insurance Policy or reinsurance policy is fully and fairly disclosed to them without misrepresentation.
(c) The minimum sums required to be insured under the third-party general liability insurance shall be subject to upwards only adjustment at its first renewal by and at every anniversary thereafter to such level as the Administrative Agent (in consultation with the Independent Insurance Consultant) shall reasonably determine to be appropriate to take account of changes in levels of third-party liability awards in any country in which injured third parties are reasonably likely to sue. If, following consultation with the Independent Insurance Consultant, no such upwards adjustment is required at the first renewal or an anniversary thereafter, then the Borrower shall have no obligation to adjust the minimum sums required to be insured under the third-party general liability insurance.

4 Policy Terms and Conditions.

Each Insurance Policy shall contain terms and conditions to the effect that:

(a) no Insurance Policy can expire without being renewed or replaced on at least the same terms immediately or be cancelled or suspended by the Borrower or the insurer for any reason (including failure to renew the Insurance Policy or to pay the premium or any other amount) unless the Administrative Agent and, in the case of expiration or if cancellation or suspension is initiated by the insurer, the Borrower, receives at least thirty (30) days’ notice (or seven (7) days with respect to cancellation, suspension or termination in the event of war or kindred peril) prior to the effective date of termination, cancellation or suspension; provided that any cancelled Insurance Policy shall be renewed or replaced to the satisfaction of the Administrative Agent (if deemed desirable by the Agent, in consultation with the Independent Insurance Consultant and the Borrower) prior to its expiration or cancellation other than in the case of war and kindred peril in which case such renewal or replacement shall take place as soon as reasonably practicable prior to such expiration or cancellation if possible; and provided that , notwithstanding the foregoing requirement that the Administrative Agent has to consult with the Borrower prior to determining whether any cancelled Insurance Policy has been renewed or replaced to its satisfaction, the final decision on whether or not such a renewal or replacement is satisfactory is in the Administrative Agent’s sole discretion;
(b) the Secured Parties and the MVDP EPC Contractor, to the extent appropriate, are named as additional or named insured on all Insurance Policies that are not reinsurance policies;

(c) except for any Insurance Policy that is a reinsurance policy, the Onshore Collateral Agent is named as the " beneficiario preferente " (preferred beneficiary) for the benefit of each of the Secured Parties (except in the case of third party liability and automobile liability insurance);
(d) where relevant, all its terms and conditions (except those relating to limits of liability) shall operate as if they were a separate policy covering each insured party;
(e) the insurers waive all rights of recourse or subrogation, howsoever arising, against the Borrower and the Secured Parties except where the rights of subrogation or recourse are acquired in consequence of or otherwise following a Vitiating Act (as it or a similar term is defined in the relevant Endorsement) in which circumstances Insurers may enforce such rights against the Borrower only in accordance with the relevant Endorsement; and
(f) all terms and conditions of each insurance policy conferring any right, protection or benefit to any Secured Party (including non-vitiation, loss payee and additional or named insured terms and conditions, notice requirements, etc.) shall at all times remain in full force and effect notwithstanding any act or failure to act on the part of the Borrower, its agents or employees or on the part of their contractors or subcontractors;

provided that none of the policies required pursuant to this Schedule K shall include any provision for self-insurance or any self-insured retention except to the extent of the deductibles specified in this Schedule K or as the Administrative Agent may otherwise approve from time to time.

5 Application of Proceeds.

(a) All Net Insurance Proceeds shall be deposited into the Compensation Account and applied as provided in section 3.2 of the Accounts Agreement, this section 5 ( Application of Proceeds ) and the Collateral Agency and Intercreditor Deed.
(b) Third party liability or employers’ liability insurance proceeds will be paid to the third party payee that suffers a loss or, to the extent that such third party has already been compensated by or on behalf of the Borrower to the relevant Compensation Account for withdrawal in accordance with section 3.2 of the Accounts Agreement.

6 Reporting Requirements.

The Borrower shall provide to the Administrative Agent:

(a) as soon as possible after its occurrence, notice of any event that entitles the Borrower to claim an aggregate amount exceeding the equivalent of USD 2,500,000 under any one or more Insurance Policies ;
(b) with respect to any Insurance Policy issued after the Initial Utilisation Date, within thirty (30) days of issuance, a copy of that Insurance Policy;
(c) at least thirty (30) days prior to the placement of the operational phase insurance program, provide to the Administrative Agent a draft program in respect of such Insurance Policies for review and approval by the Administrative Agent (in consultation with the Independent Insurance Consultant);
(d) within forty-five (45) days after the renewal of any Insurance Policy, a report, in form and substance satisfactory to the Administrative Agent, prepared by the Independent Insurance Consultant confirming the Borrower's compliance with the requirements of this Schedule K or, as the case may be, detailing any non-compliance and, to that effect, the Borrower shall cooperate with and use commercially reasonable efforts to provide the Independent Insurance Consultant with all

information required to enable the Independent Insurance Consultant to deliver such report within the time period set forth herein;

(e) not less than seven (7) days prior to the expiry date of any Insurance Policy (or, for insurance with multiple renewal dates, not less than seven (7) days prior to the expiry date of the policy on the principal asset), a certificate of renewal from the insurer, insurance broker or agent confirming the renewal of that policy and the renewal period, the premium, the amounts insured for each asset or item and any changes in terms or conditions from the policy’s issue date or last renewal, and, except for any Insurance Policy that is a reinsurance policy, confirmation from the insurer that terms and conditions naming the Onshore Collateral Agent as the " beneficiario preferente " (preferred beneficiary) (except in the case of third party liability and automobile liability insurance), and the Secured Parties as additional insureds, remain in effect;
(f) such evidence of premium payment as the Administrative Agent or the Independent Insurance Consultant may reasonably request from time to time; and
(g) any other information or documents on each Insurance Policy as the Administrative Agent or the Independent Insurance Consultant may reasonably request from time to time.

APPENDIX A – INSURANCE REQUIREMENTS

PART 1 – ASSETS UNDER CONSTRUCTION

The Borrower shall effect and maintain the following Insurances on terms, conditions and with sums insured substantially in the form as set out in this Insurance Schedule.

1 CONSTRUCTION ALL RISKS

(a) Insureds

(i) The Borrower;
(ii) All subsidiaries or controlled companies of the insured now or already existing as they may be formed or acquired in the future;
(iii) The MVDP EPC Contractor;
(iv) All contractors and sub-contractors of any tier;
(v) In respect of activities on or about the Site only, architects, consultant engineers and the Senior Lenders' advisers/consultants including the Independent Technical Consultant;
(vi) Vendors, suppliers and sub-suppliers, agents (including their representatives) of the MVDP EPC Contractor for all their physical activities on the construction site and / or all other contractor and / or subcontractors for their physical activities on site;
(vii) The Secured Parties; and
(viii) The applicable Collateral Agent on behalf of the Secured Parties,

each for their respective rights and interests and the applicable Collateral Agent named as the loss payee.

(b) Insured Property

The works and all equipment, services, materials, plant, machinery, stocks, spares, mining equipment, temporary buildings and all other Project Property of whatsoever nature or description, the Project Property of the Borrower or for which it may be responsible or have agreed to insure and any existing buildings, structures and equipment (other than such existing buildings, structures and equipment already insured under Part 2 – Operational Assets of this Appendix A (Insurance Requirements) to Schedule K or any Project Property for which the Borrower is responsible or which is to be incorporated in or used in connection with the Project or for which it has agreed to insure including offsite storage within the territorial limits and whilst in transit within Chile.

(c) Scope of Cover

On an "All Risks" basis covering physical loss or damage to the facilities and associated Project Property - including risks associated with construction and erection, start up, grid connection, water desalination expansion, testing and commissioning of the Project and all materials, supplies and equipment comprising or to be used by the Project or intended for installation into the works or temporary works and covering all materials, supplies or equipment during inland transit to or from the site during construction or otherwise, save to the extent covered by the Marine Cargo Insurance.

(d) Sum Insured

Except as otherwise agreed, a sum representing the full replacement or reinstatement value of the Project Property Insured including adequate provision for the policy extensions.

(e) Period of Insurance

From the commencement of construction of the Project until the date when the interest insured transfers to the Operational Assets period insurance program, set out in Part 2 – Operational Assets of this Appendix A to Schedule 3, plus minimum of 18-months maintenance period thereafter.

(f) Maximum Deductibles

(i) Earthquake and Tsunami: 2% of the contract value at the time of the loss with a minimum of USD 450,000;
(ii) Other risks of nature: 7.5% of the loss with a minimum of USD 450,000;
(iii) Maintenance, Design Error: 7.5% of the loss with a minimum of USD 450,000;
(iv) Tests: 7.5% of the loss with a minimum of USD 450,000; and
(v) Other risks: 7.5% of the loss with a minimum of USD 250,000.

(g) Main Extensions

(i) Cover to include Terrorism and Sabotage;
(ii) Cover to include Strikes, Riots and Civil Commotion;
(iii) Extended Maintenance – 18 months;
(iv) Additional Expenses;
(v) Debris Removal;
(vi) 72 hours clause
(vii) Design Clause LEG 3/06 to the extent commercially available, but not less than LEG 2/96; (viii) Drawings, Documents and Data;
(ix) Storage outside of the Project site – USD 15,000,000 as a minimum;
(x) Inland Transit – USD 15,000,000 as a minimum;
(xi) Professional Fees;
(xii) Multiple Insureds clause;
(xiii) Automatic reinstatement of the sum insured with pro rata premium charge;
(xiv) Automatic extension of the policy period – 6 weeks;
(xv) Temporary Removal from the Project site;

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(xvi) Loss minimisation clause;
(xvii) Expediting Expenses including airfreight;
(xviii) Fire Fighting expenses;
(xix) Capital Additions;
(xx) Pollutant Clean-up and Removal;
(xxi) Local and Public Authorities clause;
(xxii) Cover to include Theft and Malicious Damages;
(xxiii) Payment on account/ Interim payments;
(xxiv) Demolition and Increased Cost of Construction;
(xxv) Documents and Computer records;
(xxvi) Losses in Series (100% for the first 2 losses/ 80% for the 3[rd] loss/ 60% for the 4[th] loss/ 0% for the 5[th] loss); and

(xxvii) Policy Endorsements in accordance with Appendix B.

(h) Main Exclusions
(i) War and Civil War;
(ii) Radioactive Contamination;
(iii) Wear and tear, except the cost of resultant damage arising therefrom;
(iv) Unexplained shortages;
(v) Liquidated damages or penalties for non-completion of or delay in completion of contract;
(vi) Money;
(vii) Nuclear reaction or nuclear radiation or radioactive contamination; and
(viii) Cyber Exclusion.

(i) Geographical Limits

The Project site and other areas within Chile in relation to the Project

2 DELAY IN START-UP

(a) Insureds

(i) The Borrower;
(ii) The Secured Parties; and

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(iii) The applicable Collateral Agent on behalf of the Secured Parties.

each for their respective rights and interests and the applicable Collateral Agent named as the loss payee.

(b) Coverage

The Borrower shall obtain and maintain Delay in Start-Up insurance providing an indemnity for financing costs (debt services obligations) and fixed project costs necessarily incurred during the construction and indemnity period, as a result of physical loss, destruction or damage covered under the Construction All Risks Insurance or which would have been indemnifiable but for the application of the policy deductibles under Construction All Risks.

(c) Indemnity Period

Not less than 18 months.

(d) Sum Insured

Except as otherwise agreed, an amount representing the Coverage during the Indemnity Period from the date of anticipated commercial operation. The cost of financing and additional interest charges shall not be considered to be variable costs as noted under Coverage above.

(e) Period

As per the Construction All Risks.

(f) Deductible

Not exceeding sixty (60) days.

(g) Main Extensions

(i) Suppliers extension clause – Fire, Lightning, Explosion & Aircraft or other aerial devices (“ FLEXA ”) perils only;
(ii) Utilities extension clause – FLEXA perils only;
(iii) Ingress/Egress extension clause;
(iv) Professional Services;
(v) Interruption by civil or military authority;
(vi) Contractor’s Plant and Equipment (in case of critical equipment);
(vii) Payment on account/ interim payments; and
(viii) Policy Endorsements in accordance with Appendix B.

(h) Main Exclusions

As per the Construction All Risks above and any other market standard exclusion approved by the Administrative Agent.

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3 THIRD PARTY LIABILITY

(a) Insureds

(i) The Borrower;
(ii) The MVDP EPC Contractor;
(iii) All contractors and sub-contractors of any tier;
(iv) In respect of activities on or about the Site only, architects, consultant engineers and the Senior Lenders' advisers/consultants including the Independent Technical Consultant;
(v) The Secured Parties; and
(vi) The Administrative Agent on behalf of the Secured Parties,

each for their respective rights and interests.

(b) Cover

Insured's legal liability in respect of or arising out of (a) Injury suffered by any person or persons, damage to Project Property, including the loss of use thereof and caused by an occurrence; (b) Interference to Project Property or the enjoyment of use thereof by obstruction, stoppage of traffic, trespass, loss of amenities, nuisance, infringement of light or air or water or way, easement or quasi easement, interruption, denial of access, loss of trade or other deprivations each being an incident; happening during the policy period, in connection with the Project and/or the insured Business occurring within Chile.

(c) Period of Cover

As per the Construction All Risks.

(d) Sum Insured

Not less than USD 10,000,000 per event.

(e) Deductibles

Not exceeding USD 50,000 per occurrence.

(f) Main Extension

(i) Automatic reinstatement of sum insured;
(ii) Defence costs;
(iii) Cross liabilities;
(iv) Liability for the transportation/ transfer of passengers to the Project site;
(v) Employer’s Liability;
(vi) Goods under the care, custody and control of the insured;
(vii) With effect from the Commercial Operation Date, Civil liability derived from the Tailing Dam;

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(viii) Worldwide jurisdiction;
(ix) Waiver of subrogation against all insured parties;
(x) Cover not to exclude natural catastrophe events and/ or force majeure events; and
(xi) Policy Endorsements in accordance with Appendix B.

(g) Main Exclusions

(i) Pollution and contamination unless sudden and accidental;
(ii) Fines and Punitive damages;
(iii) Deliberate acts;
(iv) Nuclear risks;
(v) War risks; and
(vi) Project Property insured under the Construction All Risks or Property All Risks.
(h)

Geographical Limits

Worldwide arising in connection with the Project.

4 MARINE CARGO

(a) Insureds
(i) The Borrower;
(ii) The MVDP EPC Contractor;
(iii) All contractors and sub-contractors of any tier;
(iv) In respect of activities on or about the Site only, architects, consultant engineers and the Senior Lenders' advisers/consultants including the Independent Technical Consultant;
(v) The Secured Parties; and
(vi) The Administrative Agent on behalf of the Secured Parties,

each for their respective rights and interests and the Administrative Agent named as the loss payee.

(b) Property Insured

Project Property of every description whilst in transit by sea, air or land intended for the relevant Project where such items are carried for the account and interest of the Insured. From risk attachment at factory or warehouse premises to the Project site.

(c) Cover

Cover to be equivalent to "all risks" of physical loss or damage, whilst in transit by land, sea or air from country of origin anywhere in the world to the Project site, including loading, or vice versa, from the

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commencement of the time the insured items are loaded prior to leaving the warehouse or factory for shipment to the Project site, including unloading.

(d) Sum Insured

Not less than the value of the largest single cargo shipment or the value in storage, whichever is the greater.

Basis of settlement to be CIF plus 10%.

(e) Period

From the commencement of transits until last delivery to the Project site.

(f) Deductible

Not exceeding USD 150,000 each and every occurrence.

(g) Basis of Cover

(i) Institute Cargo Clauses "A". CL.382 dated 01.01.2009;
(ii) Institute Cargo Clauses Air. CL.387 dated 01.01.2009;
(iii) Institute Strike Clauses (Cargo) CL.386 dated 01.11.2009;
(iv) Institute Strike Clauses (Air Cargo) CL.389 dated 01.01.2009;
(v) Strike cancellation clause. Seven (7) days of notification;
(vi) Institute War Clauses (Cargo) CL.385 dated 1/1/2009;
(vii) Institute War Clauses (Air Cargo) CL.388 dated 1/1/2009;
(viii) Institute War and Strikes Cancellation / Notification clause – Seven (7) days;
(ix) Institute Classification Clause. CL.354 dated 1/1/01;
(x) Institute Replacement Clause. CL.161 dated 01/01/34;
(xi) Termination of Transit Clause (Terrorism) JC2001 / 056 dated 20/11/2001;
(xii) Institute Radioactive Contamination, Chemical, Biological, Bio-Chemical and Electromagnetic;
(xiii) Weapons Exclusion Clause CL.370 dated 10/11/03;
(xiv) Concealed damages 50/50;
(xv) Excluding, electronic and mechanical derangement UNLESS Caused by external impact or by a peril insured against by Institute Cargo Clause (C);
(xvi) Cargo ISM Endorsement Clause;
(xvii) Replacement by air Clause;

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(xviii) Debris removal and destruction cost Clause;
(xix) Cargo ISM Forwarding Charges Clause;
(xx) DIC / DIL Clause where Project Property elsewhere covered;
(xxi) Consolidation / packers loading at risk;
(xxii) Automatic cover for trans-shipment;
(xxiii) Containers' worthiness ADMITTED / unseaworthy and unfitness exclusion buy-back;
(xxiv) Automatically covered returned or refused shipments;
(xxv) General average / salvage clause;
(xxvi) Shipments on / under deck;
(xxvii) 200 per cent. Accumulation clause;
(xxviii) Delayed unpacking clause / Concealed Damage Loss Sharing – Thirty (30) days for critical items and one hundred twenty (120) days for other items, including 50/50 equivalent clause;
(xxix) E & O clause;
(xxx) Insufficiency of packing clause;
(xxxi) Sue and Labor clause;

(xxxii) Missing Goods clause;

(xxxiii) Payments on account clause;

(xxxiv) Cross Liability clause and severability of interests clause;

(xxxv) Cargo ISPS Endorsement;
(xxxvi) Cargo ISPS Forwarding Charges;

(xxxvii) Both to Blame Collision clause;

(xxxviii) Extension of transit period;

(xxxix) Fumigation Clause - Authorities;
(xl) Deliberate Damage - Pollution Hazard and Customs Service (by Public Authorities);
(xli) Import Duty and Collect Freight;
(xlii) Container Demurrage clause;
(xliii) Increased Freight on Account of an Indemnified Loss;
(xliv) Right of First Refusal;

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(xlv) Shortage of Containers;
(xlvi) Change of Voyage;
(xlvii) Port of Distress; and

(xlviii) Policy Endorsements in accordance with Appendix B.

(h) Main Exclusions

(i) wilful acts;
(ii) known insolvency of conveyor;
(iii) known unseaworthiness or lack of fitness of conveyance; and
(iv) and other market standard exclusions.

5 MARINE CARGO DELAY IN START-UP

(a) Insureds

(i) The Borrower;
(ii) The Secured Parties; and
(iii) The applicable Collateral Agent on behalf of the Secured Parties,

each for their respective rights and interests and the applicable Collateral Agent named as the loss payee.

(b) Indemnity

The Borrower shall obtain and maintain Delay in Start-Up insurance providing an indemnity for financing costs (debt services obligations) and fixed project costs necessarily incurred during the construction and indemnity period, as a result of physical loss, destruction or damage covered under the Marine Cargo Insurance or which would have been indemnifiable but for the application of the policy deductibles under Marine Cargo.

(c) Sum Insured

(d) Indemnity Period

Not less than 18 months.

(e) Period

As per the Marine Cargo.

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(f) Deductibles

Not exceeding sixty (60) days.

(g) Main Extensions

(i) Delay Arising from mechanical breakdown of or damage to vessel or aircraft;
(ii) Delay Arising from mechanical breakdown of or damage to other conveyance;
(iii) Delay Arising from general average, salvage or other Lifesaving operation;
(iv) Payment on account/ interim payments; and
(v) Policy Endorsements in accordance with Appendix B.

6 COMPULSORY (STATUTORY) INSURANCE

Other insurances required by law or under any contract entered into by the Borrower in respect of the Project.

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PART 2 – OPERATIONAL ASSETS

The Borrower shall effect and maintain the following Insurances on terms, conditions and with sums insured substantially in the form as set out in this Insurance Schedule.

1 MATERIAL DAMAGE ALL RISKS

(a) Insureds

(i) The Borrower;
(ii) The Secured Parties; and
(iii) The applicable Collateral Agent on behalf of the Secured Parties.

each for their respective rights and interests and the applicable Collateral Agent named as the loss payee.

(b) Insured Property

Project Property of every description used for or in connection with the ownership, maintenance and operation of the Project, including the Desalination Plant, water-pipelines and transmission lines.

(c) Cover

On an “All Risks” basis to include machinery breakdown covering physical loss or damage to the Project facilities during the period of insurance by any cause not otherwise excluded (including but not limited to fire, lightning, explosion, earthquake, windstorm, hurricane and flood).

(d) Sum Insured

Full rebuilding/replacement cost of the Project facilities. Policy limits are expected to be on an each and every occurrence basis, except in respect of earthquake, windstorm/hurricane and flood which are permitted to be on an aggregate basis and can be subject to a limit equal to the full replacement value or a sublimit at least equal to the probable maximum loss (PML) provided that this study is approved by the Administrative Agent in consultation with the Independent Technical Consultant.

(e) Deductibles

Property Damage:

(i) Earthquake: 2% of sum insured with a maximum of USD7,500,000; and
(ii) Other risk: not higher than USD5,000,000.

(f) Period of Cover

On and from the Project Completion Date and annually renewable thereafter or from such earlier period of time which the risk exists and is not covered elsewhere.

(g) Main Extensions

(i) Escalation clause for increased values up to 10% of limit;
(ii) Expediting expenses clause;

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(iii) Debris removal clause;
(iv) Capital additions clause;
(v) Automatic reinstatement of the limit following loss clause;
(vi) 72-hour loss clause;
(vii) Minor Construction Works;
(viii) Architects and Surveyors’ Fees;
(ix) Additional cost of complying with public authority requirements;
(x) Computer plans and documents;
(xi) Additional overtime, night work, holiday work, express freight costs and custom duties;
(xii) Temporary Removal;
(xiii) Cover to include Strikes, Riots and Civil Commotion;
(xiv) Cover to include Terrorism;
(xv) Fire Fighting Expenses;
(xvi) Partial Payment of Losses;
(xvii) Pollution Clean-up and Removal;
(xviii) Sue and Labour;
(xix) Minimization of Loss Clauses;
(xx) Errors & Omissions Clause; and
(xxi) Policy Endorsements in accordance with Appendix B.

(h) Main Exclusions

(i) War and Civil War;
(ii) Radioactive contamination;
(iii) Cyber Exclusion;
(iv) Loss of Warranty;
(v) Series Loss Clause;
(vi) Damage consisting of gradual deterioration or wear and tear, but not any resultant loss or damage to insured Project Property;
(vii) Normal settlement or bedding down of new structures;

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(viii) Deliberate overrunning;
(ix) Corrosion, rust, change in temperature, dampness; and
(x) Policy Endorsements in accordance with Appendix B.

(i) Geographical Limits

The Site and other areas within Chile including inland transit thereon.

2 BUSINESS INTERRUPTION

(a) Insureds

(i) The Borrower;
(ii) The Secured Parties; and
(iii) The applicable Collateral Agent on behalf of the Secured Parties,

each for their respective rights and interests and the applicable Collateral Agent named as the loss payee.

(b) Indemnity

Loss of gross profit (revenue less variable expenses, but debt service obligations to be covered) arising from an interruption of the Project's commercial activities and operation as a result of physical loss, destruction or damage covered under the Material Damage All Risks, including Machinery and Electrical Breakdown or which would have been indemnifiable but for the application of the policy deductibles under such insurance.

(c) Sum Insured

An amount representing the Indemnity during the Indemnity Period from the date of loss. The cost of financing and additional interest charges shall not be considered to be variable costs as noted under Indemnity above.

(d) Indemnity Period

Not less than 18 months or such a higher period requested by the Administrative Agent upon discussions with the Independent Technical Consultant. Until the commencement of the commissioning of the concentrator at the Project (for clarity including the mills, no later than when property covered under the Construction Policy is transferred to the Operation Policy), an indemnity period of not less than 15 months should be applied.

(e) Deductible Period

Not exceeding sixty (60) day waiting period each and every occurrence.

(f) Main Extensions

(i) Denial of Access (Ingress / Egress);
(ii) Public Utilities Clause;

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(iii) Accountants fees;
(iv) Customers’ Premises Extension;
(v) Suppliers’ Premises Extension;
(vi) Payment on account/ interim payments; and
(vii) Policy Endorsements in accordance with Appendix B.

(g) Main Exclusions

As per the Material Damage All Risks.

3 THIRD PARTY GENERAL LIABILITY

(a) Insureds
(i) The Borrower;
(ii) All contractors and sub-contractors of any tier;
(iii) The Secured Parties; and
(iv) The applicable Collateral Agent on behalf of the Secured Parties,

each for their respective rights and interests.

(b) Cover

(c) Period of Cover

As per the Material Damage All Risks.

(d) Sum Insured

Not less than USD 10,000,000 per event.

(e) Deductibles

Not exceeding USD 50,000 per occurrence.

(f) Main Extension

(i) Automatic reinstatement of sum insured;
(ii) Defence costs;

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(iii) Cross liabilities;
(iv) Liability for the transportation/ transfer of passengers to the Project site;
(v) Employer’s Liability;
(vi) Goods under the care, custody and control of the insured;
(vii) With effect from the Commercial Operation Date, Civil liability derived from the Tailing Dam;
(viii) Worldwide jurisdiction;
(ix) Waiver of subrogation against all insured parties;
(x) Cover not to exclude natural catastrophe events and/ or force majeure events; and
(xi) Policy Endorsements in accordance with Appendix B.

(g) Main Exclusions

(i) Pollution and contamination unless sudden and accidental;
(ii) Fines and Punitive damages;
(iii) Deliberate acts;
(iv) Nuclear risks;
(v) War risks; and
(vi) Project Property insured under the Construction All Risks or Property All Risks.

(h) Geographical Limits

Worldwide arising in connection with the Project.

4 GOODS IN TRANSIT INSURANCE

(a) Insureds

(i) The Borrower;
(ii) The Secured Parties; and
(iii) The applicable Collateral Agent on behalf of the Secured Parties,

each for their respective rights and interests and the applicable Collateral Agent named as the loss payee.

(b) Coverage

Policy will cover all cargoes and freight which are the property of the insured or at the risk of the insured. Coverage extends to conveyances of any type including vessel, air, rail, road and post. The valuation shall be the invoice amount plus all charges not included therein, plus 10%.

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(c) Voyages

(i) Inbound: from point of origin at manufacturer’s site including load and until arrival including unloading at the site. Coverage to be extended to return shipments on a warehouse-towarehouse basis. Includes land, sea and air shipments and transhipments.
(ii) Outbound: from the mine site including load and until arrival including unloading at the customer’s port.

(d) Geographic Scope

Worldwide.

(e) Limit

Any one conveyance.

(i) (i) 100% of the amount of provisional invoice in respect of inbound voyages.
(ii) (ii) 100% of the amount of provisional invoice in respect of outbound voyages.

(f) Deductibles

Not exceeding USD 150,000 per occurrence.

(g) Main Extension

(i) as noted under item 4 Marine Cargo under Part 1 of this Schedule.
(ii) Sub-limits in respect of coverage extensions in accordance with market practice and as are available at commercially reasonable terms.

(h) Main Exclusions

As noted under item 4 Marine Cargo under Part 1 of this Schedule.

5 COMPULSORY (STATUTORY) INSURANCE

Other insurances required by law or under any contract entered into by the Borrower in respect of the Project.

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APPENDIX B

PART 1 – INSURANCE POLICY ENDORSEMENTS

Notwithstanding any other provision of the Insurances the following endorsement shall apply; provided, that in case of conflict between the Insurances (other than any compulsory insurance) and this endorsement, this endorsement shall apply:

1 Definitions

Except as otherwise defined herein or unless the context otherwise requires, terms used in this endorsement shall have the meanings given to them in the Common Terms Agreement (as defined below).

“ Common Terms Agreement ” means the Common Terms Agreement, dated as of [], among the Borrower, the Administrative Agent, the Intercreditor Agent, the Onshore Collateral Agent, the Offshore Collateral Agent, and the Lenders and Permitted Hedging Providers party thereto from time to time.

“ Financing Documents ” means any document identified as a “Financing Document” under the Common

Terms Agreement.

“ Insurance ” means the insurance policies issued by the Insurers to [●] under policy numbers [●] and any renewal, reinstatement or endorsement of such policies whether with the same or different Insurers and whether on the same or different terms.

“ Insured ” means the Borrower and each of the Secured Parties severally and any other entity or person identified as an insured or assured under the Insurance.

“ Insurers ” means the insurer or insurers underwriting the Insurance.

“ Onshore Collateral Agent ” means BCI, in its capacity as onshore collateral agent for the Finance Parties under the Common Terms Agreement, as appointed pursuant to the Collateral Agency and Intercreditor Deed, or any successor Onshore Collateral Agent appointed under it.

2 Liability for Premium

The Secured Parties (whether or not they are an Insured) shall in no circumstances be liable for the payment of any premium or any other amount under the Insurance, although they may choose (in their sole discretion) to pay the premium. This shall not relieve the Borrower, as First Name Insured, from its obligations to pay any premium under this policy.

3 Disclosure

(a) The Secured Parties shall have no duty of disclosure to Insurers in relation to the Financing Documents or the Insurance.
(b) The Insurers acknowledge and agree that: (i) they have evaluated the risk of insuring the Borrower and all other Insureds in respect of the Insurance on the assumption and to the extent that the information received is complete and not materially misleading; (ii) unless specifically advised in writing to the Onshore Collateral Agent prior to the inception date of the Insurance, there is no information which has been relied on or is required by the Insurers in respect of their decision to insure the Secured Parties or their directors, officers, employees or agents; and (iii) other than the Onshore Collateral Agent, no person has been authorized to make any representation on behalf of any of the Secured Parties or their directors, officers, employees or agents in relation to their becoming or being co-insured under the Insurance.

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(c) Non-disclosure or misrepresentation by one Insured shall not be attributable to any other Insured who did not actively participate in that non-disclosure or misrepresentation. Without prejudice to the protections afforded to the Insured by this endorsement, no one Insured represents or warrants the adequacy or accuracy of any information provided or representation made by or on behalf of any other Insured.

4 Notice of Cancellation, Suspension, and Changes in Cover

(a) The Insurers, unless otherwise notified in writing by the Onshore Collateral Agent (for and on behalf of the Secured Parties), shall inform the Borrower, the Administrative Agent and the Onshore Collateral Agent:
(i) with at least thirty (30) days’ notice in writing (or such lesser period (if any) as may be specified from time to time by Insurers in case of war risks and kindred perils) if any Insurer intends to cancel, suspend, terminate or materially change the Insurance or any cover under the Insurance before the original expiry date, for any reason (other than as set out in paragraph (b) below);
(ii) promptly, but no less than ten (10) days’ prior notice in writing of any default in the payment of any premium or substantial modification of the Project’s scope (or any other projects covered under the Insurance), or failure to renew the Insurance and the Onshore Collateral Agent, if applicable, shall be given not less than ten (10) days in which to pay the defaulted premium without the Insurance being cancelled;
(iii) with at least thirty (30) days’ notice in writing (or such lesser period (if any) as may be specified from time to time by Insurers in case of war risks and kindred perils) before any reduction in limits or coverage, any increase in deductibles; and
(iv) of any act or omission or of any event of which the Insurer has knowledge and which might invalidate or render unenforceable or unworkable in whole or in part the Insurance.
(b) The Insurance shall not be cancelled, suspended or the coverage so reduced or affected before the expiry of the notice periods referred to above or if the relevant act, omission or event is remedied within the notice period. For the avoidance of doubt, such notice periods shall not apply to breaches of the survey warranty provision under the imports transport insurance which remains paramount at all times.
(c) Notwithstanding anything contained above, this provision shall not override the cancellation provision under the construction all risk insurance, given that such policy is non-cancellable, except for non-payment of premium, where the notice by Insurers is sixty (60) days.

5 Amendments to Insurance and/or Endorsement

During the term of the Insurance, the provisions of this endorsement and the Insurance may only be amended or modified by a prior, written, express agreement between the Borrower, the Insurers and the Onshore Collateral Agent (acting for and on behalf of the Secured Parties), such amendment to be endorsed to the Insurance.

6 Notice of Claims

Notice of claim by the Onshore Collateral Agent or any party entitled to indemnity under the Insurance shall, in the absence of manifest error, be accepted by Insurers as being on behalf of all other insured parties comprising the Insured subject to the full terms of the Insurance. The Insurers shall inform the Borrower in writing within three (3) days, if the Onshore Collateral Agent or any other party entitled to indemnity gives a notice of claim under the Insurance.

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7 Set-off

Insurers shall be entitled to set-off premiums due but unpaid against any claims payments due to any Insured, but this set-off entitlement shall only apply with respect to the Insurance and shall not relieve the Borrower from its obligations to pay any premium due under the Insurance. Insurers shall not set-off or deduct premium that is not overdue or any other amounts payable by Borrower under or in relation to the Insurance.

8 Notice

(a) All notices or other communications under or in connection with the Insurance will be given in writing. Such communication or notice may be delivered by hand, overnight courier, international courier or email. Any such notice given by an Insurer will be deemed to be given as follows:
(i) if by hand, overnight courier or international courier, when delivered.
(ii) if by email, when the recipient has received a copy in legible form or when a further copy has been delivered in accordance with this Section 8(a).
(b) The address of the Onshore Collateral Agent and the Borrower for all notices under or in connection with the Insurance are those notified from time to time by the Collateral Agents and the Borrower respectively, for this purpose to the Insurer. The initial address of the Collateral Agents and the Borrower are as follows:
(i) Onshore Collateral Agent:

Attention: Andrea de Pol Email: Redacted: Personal

Telephone: Redacted:

Address: El Golf 125 Piso 14, Las Condes, Chile

Attention: : Leonora Calero Telephone: Redacted: Email: Redacted: Personal

Address: El Golf 125 Piso 14, Las Condes, Chile

Attention: : María Paz de Giorgis

Telephone: Redacted: Email: Redacted: Personal

Address: El Golf 125 Piso 14, Las Condes, Chile

(ii) Borrower:

Mantoverde S.A.

Address: Antonio Bellet 292, Of 706, Providencia, Santiago de Chile, ChileAttention: Chief Financial Officer, John Dyer

Email: Redacted: Personal Telephone: Redacted:

with a copy to (which shall not constitute notice)

Executive Chairman

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John MacKenzie

Redacted: Personal Information Redacted: Personal

or at such other address, facsimile number or email address as Borrower from time to time directs in writing.

9 Multiple Insureds Clause

(a) It is noted and agreed that if the Insured comprises more than one insured party, each operating as a separate and distinct entity, then (save as provided in this multiple insureds clause) cover hereunder shall apply in the same manner and to the same extent as if individual policies had been issued to each such Insured; provided, that the total liability of the Insurers to all of the insured parties collectively shall not exceed the sum insured and limits of indemnity including any inner limits set by memorandum or endorsement stated in the Insurance.
(b) It is understood and agreed that any payment or payments by Insurers to any one or more such Insured shall reduce, to the extent of that payment, Insurer’s liability to all such parties arising from any one event giving rise to a claim under the Insurance and (if applicable) in the aggregate. Any and all payments to be made by the Insurers to the Onshore Collateral Agent shall be notified to the Borrower no less than ten (10) days prior to such payment.
(c) Other than as provided in Section 11 (No Step In) or with respect to the ability of the Secured Parties to grant waivers under the Financing Documents, it is further understood that the Insured will at all times preserve the various contractual rights and agreements entered into by the Insured and the contractual remedies of such parties in the event of loss or damage.
(d) Subject to Section 9(e) and 9(f) below, it is understood and agreed that Insurers shall be entitled to avoid liability to or (as may be appropriate) claim damages from any of the Insured in circumstances of fraud, material misrepresentation, material non-disclosure pursuant to the Insurance Agreement Act Nr. 20,667 ( Ley N° 20.667 sobre Contrato de Seguro ) or breach of any warranty or condition of the Insurance each referred to in this section 9 as a “Vitiating Act”.
(e) Notwithstanding the foregoing, it is agreed that a Vitiating Act committed by one Insured or any other Person covered by any Insurance shall not prejudice the right to indemnity of any other Insured who has an insurable interest and who has not committed a Vitiating Act. For the avoidance of doubt, a Vitiating Act by the Borrower shall not prejudice the right to indemnity of any Secured Party under the Insurance. Furthermore, a Vitiating Act on any of the other projects insured under the Insurance (different than the Project) will not vitiate the Insurance coverage for the Project.
(f) Insurers hereby agree to waive all rights of subrogation which they may have or acquire against any Insured except where the rights of subrogation or recourse are acquired in consequence or otherwise following a Vitiating Act, in which circumstances Insurers may enforce such rights notwithstanding the continuing or former status of the vitiating party as an Insured, but provided always that the Insurer shall not exercise any such rights of subrogation against the Borrower howsoever arising until all obligations of the Borrower under the Common Terms Agreement and the other Financing Documents have been discharged in full and only in accordance with Section 10 (Waiver of Subrogation) below. The subrogation rights of the Insurers hereunder shall not extend to the Secured Parties.

10 Waiver of Subrogation

Insurers hereby agree to waive all rights of subrogation which they may have or acquire against any Insured, except where the rights of subrogation or recourse are acquired in consequence of or

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otherwise following a Vitiating Act, in which circumstances Insurers may enforce such rights in accordance with Section 9(f) above.

11 No Step In

Nothing in this endorsement (in particular Section 9(c) (Multiple Insureds Clause)) shall entitle Insurers to step in to or take over any of the Project’s Financing Documents or other finance arrangements.

12 Primacy of Cover

Other than specifically provided for elsewhere, the Insurers agree that the insurance cover provided by the Insurance shall be primary to and not excess to any other insurance policy (except in respect of layers of third party cover effected specifically for the Project) or contributing with any other insurance policy maintained by any Insured. The Insurers waive all rights of contribution against any other insurance policy effected by the Secured Parties.

13 Additional Named Insured and Loss Payee Clause

(a) The Insurers undertake that:
(i) Each Secured Party (including the Onshore Collateral Agent) is named as additional insured under the Insurance.
(ii) The Onshore Collateral Agent is named as sole loss payee and beneficiary ( beneficiario exclusivo ) under the Insurance (except with respect to any third party liability insurance) and first-ranking loss payee with respect to all monies payable by Insurer(s) to the Insureds.
(iii) All insurance claims’ monies payable by Insurer(s) to the Insureds in respect of the Insurance, shall be paid to the following accounts:

Redacted: Personal Information

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unless and until the Insurer(s) receive written notice from the Onshore Collateral Agent to the contrary, in which event the Insurer(s) shall make all future payments as then directed by the Onshore Collateral Agent.

(iv) Payments made in accordance with this Section 13 shall, to the extent of the payment, discharge the Insurers’ liability.
(b) Third Party Liability Insurance Proceeds:

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(i) Policies payable for the benefit of a third party shall be paid directly to the person whose claim(s) constitute(s) the risk of liability insured against; provided, that such person has executed a full and final discharge of all claims made against the Insureds in respect of the risk or liability in relation to which the claim was made; and
(ii) In cases where (notwithstanding the Insurances terms to the contrary) Insurer(s) accept liability to indemnify the Insured in respect of the claims or liabilities which the Insured has settled directly with the claimant, payment under the Insurances of such sums shall be made to the following account:

Redacted: Personal Information

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or to such other account in accordance with the instructions of the Onshore Collateral Agent.

14 Loss Adjustment and Claims Final Payment

Losses under the Insurance shall be adjusted by an authorized loss adjustor in Chile in accordance with Chilean Law. The Insurer shall make final payment on any uncontested claim within sixty (60) days after the submission of the final report by the loss adjustor and its acceptance by the Insurer.

15 Interest of the Secured Parties

The Insurers acknowledge that the Secured Parties and their respective officers, directors, employees, agents and assigns are each an additional Insured under the Insurance and that the commitments by the Senior Lenders to provide the Loans, on the terms and conditions set forth in the Financing Documents, which the Insurers hereby acknowledge, grant the Secured Parties an insurable interest in the Insurance.

16 Language.

Unless otherwise required by Chilean Law, the English version of the Insurance shall prevail over any other version should any dispute arise regarding policy language.

17 Dispute Resolution

Any dispute arising out of or in connection with any Insurance, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by an arbitration panel appointed according to the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.

The arbitrators shall act as ex aequo et bono arbitrators, as provided in article 223 of the Chilean Organic Code of Tribunals, and such arbitrators will be subject to the applicable provisions

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established in Chapter IX of said code. The parties undertake that each time they appoint arbitrators they will establish that the arbitration procedure shall be the LCIA Rules, which Rules also are deemed to be incorporated by reference into this clause

The number of arbitrators shall be three.

The seat, or legal place, of arbitration shall be Santiago, Chile, within the territorial jurisdiction of the Santiago Court of Appels. The tribunal’s secretary shall also be seated in Santiago, Chile. The audiences may take place through electronic and/or audio visual means.

The language to be used in the arbitral proceedings shall be English.

No appeal shall proceed against the arbitrators’ resolutions, the parties expressly renouncing to them.

The arbitrators will be especially empowered to resolve any matter related to his or her competence and or jurisdiction.

18 Governing Law.

The governing law of the dispute resolution process and arbitration proceedings as set out in paragraph 17 above shall be the substantive law of Chile.

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PART 2 – REINSURANCE POLICY ENDORSEMENTS

Notwithstanding any other provision of the Reinsurance, the following endorsement shall apply:

1 Definitions

Except as otherwise defined herein or unless the context otherwise requires, terms used in this endorsement shall have the meanings given to them in the Common Terms Agreement (as defined below).

“ Financing Documents ” means any document identified as a “Finance Document” under the Common

Terms Agreement.

“ Insured ” means the Borrower and each of the Secured Parties severally and any other entity or person identified as an insured or assured under the Insurance.

“ Insurers ” means the insurer or insurers underwriting the Insurance.

“ Offshore Collateral Agent ” means BNP Paribas, in its capacity as offshore collateral agent for the Finance Parties under the Common Terms Agreement, as appointed pursuant to the Collateral Agency and Intercreditor Deed, or any successor Offshore Collateral Agent appointed under such agreement.

“ Original Insured ” means the Borrower and each of the Secured Parties severally and any other entity or person identified as an insured or assured under any Insurance.

“ Reinsurance ” means the reinsurance policy issued by the Reinsurer to the Insurer under number [●] and any renewal or reinstatement of such policy whether with the same or different Reinsurers and whether on the same or different terms.

“ Reinsured ” means the Insurers and, if any, their successors and assigns under the Reinsurance.

“ Reinsurers ” means the reinsurer or reinsurers underwriting the Reinsurance.

2 Liability for Premium

The Secured Parties shall in no circumstances be liable for the payment of any premium, although they may choose (in their sole discretion) to pay the premium. This shall not relieve the Insurers from their obligations to pay any premium to the Reinsurers under the Reinsurance.

3 Disclosure

(a) The Secured Parties shall have no duty of disclosure to the Reinsurers in relation to the Financing Documents, Insurance or the Reinsurance.
(b) The Reinsurers acknowledge and agree that they have evaluated the risk of reinsuring the Insurer in respect of the risks reinsured under the Reinsurance with respect to the Project on the assumption that the information received is not materially misleading.

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4 Notice of Cancellation, Suspension, and Changes in Cover

(a) The Reinsurers, unless otherwise notified in writing by the Offshore Collateral Agent (for and on behalf of the Secured Parties), shall inform the Borrower, the Administrative Agent and the Offshore Collateral Agent:
(i) with at least thirty (30) days’ notice in writing (or such lesser period (if any) as may be specified from time to time by the Reinsurers in case of war risks and kindred perils) if any Reinsurer intends to cancel or suspend, terminate or materially change, before the original expiry date, the Reinsurance or any cover under the Reinsurance for any reason (other than as set out in paragraph (b) below);
(ii) promptly, but not less than thirty (30) days’ prior notice in writing (or such lesser period (if any) as may be specified from time to time by the Reinsurers in case of war risks and kindred perils), of any default in the payment of any premium or substantial modification of the Project’s scope (or any other of the projects covered under the Reinsurance), or failure to renew the Reinsurance and the Offshore Collateral Agent, if applicable, shall be given not less than thirty (30) days in which to pay the defaulted premium without the Reinsurance being cancelled;
(iii) with at least thirty (30) days’ notice in writing (or such lesser period (if any) as may be specified from time to time by the Reinsurers in case of war risks and kindred perils) before any reduction in limits or coverage, any increase in deductibles;
(iv) of any act or omission or of any event of which a Reinsurer has knowledge and which might invalidate or render unenforceable or unworkable in whole or in part the Reinsurance.
(b) The Reinsurance shall not be cancelled, suspended or the coverage so reduced or affected before the expiry of the notice periods referred to above or if the relevant act, omission or event is remedied within the notice period.

5 Amendments to Reinsurance and/or Endorsement

During the term of the Reinsurance, the provisions of the Reinsurance and/or this endorsement may only be amended by written agreement between the Insurer, the Borrower, the Reinsurer, and the Offshore Collateral Agent, such amendment to be endorsed to the Reinsurance.

6 Notice of Claims

Notice of claim by the Offshore Collateral Agent or any party entitled to indemnity under the Insurance or the respective notice of claim by the Reinsured under the Reinsurance shall, in the absence of manifest error, be accepted by the Reinsurers as being on behalf of all other insured parties comprising the Reinsured subject to the full terms of the Reinsurance.

7 Set-off

The Reinsurers shall be entitled to set-off premiums due but unpaid against any claims payments due to any Reinsured, but this set-off entitlement shall only apply with respect to the Reinsurance.

8 Notice

(a) All notices or other communications under or in connection with the Reinsurance shall be given in writing by post (with proof of delivery) or by email. Any such notice given by a Reinsurer shall be deemed to be given as follows: (a) if by post, when delivered; or (b) if by email, when actually received in readable form.

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(b) The address of the Offshore Collateral Agent and the Borrower for all notices under or in connection with the Reinsurance are those notified from time to time by the Offshore Collateral Agent and the Borrower respectively, for this purpose to the relevant Reinsurer at the time. The initial address of the Offshore Collateral Agent and the Borrower are as follows:
(i) Offshore Collateral Agent: BNP Paribas Attention: Loan Servicing Dept. Email: Redacted: Personal Information Telephone: Redacted: Fax: NA
(ii) Borrower: Address: Attention:

Telephone No.:

E-mail:

9 Reinsurers’ Undertakings

The Reinsurers undertake that:

(a) Each Secured Party is named as additional insured under the insurance reinsured by this Reinsurance with respect to the Project (as per Section 12 below);
(b) The Offshore Collateral Agent is named as sole loss payee and beneficiary ( beneficiario exclusivo ) under the Reinsurance with respect to the Project and first-ranking loss payee under the Reinsurance with respect to reinsurance claim proceeds and any other monies payable by the Reinsurer(s); and
(c) All reinsurance claim proceeds, returned premiums and any other monies payable by the Reinsurer(s) under the Reinsurance (the “Reinsurance Proceeds”) shall be paid as follows:

Redacted: Personal Information

==> picture [320 x 132] intentionally omitted <==

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unless and until the Reinsurer(s) receive written notice from the Offshore Collateral Agent to the contrary, in which event the Reinsurer(s) shall make all future payments as then directed by the Offshore Collateral Agent.

10 Multiple Insureds Clause

(a) It is noted and agreed that if the Original Insured comprises more than one insured party, each operating as a separate and distinct entity, then (save as provided in this Section 10) cover hereunder shall apply in the same manner and to the same extent as if individual policies had been issued to each such Original Insured party under this Reinsurance; provided, that the total liability of the Reinsurers to all of the Reinsured parties collectively shall not exceed the sum insured and limits of indemnity including any inner limits set by memorandum or endorsement stated in the Insurance reinsured under this Reinsurance.
(b) It is understood and agreed that any payment or payments by the Reinsurers to the Reinsured covered under this Reinsurance, shall reduce, to the extent of that payment, Reinsurer’s liability to all such parties arising from any one event giving rise to a claim under the Insurance reinsured by this Reinsurance and (if applicable) in the aggregate. Any and all payments to be made by the Reinsurers to the Offshore Collateral Agent shall be notified to the Borrower no less than ten (10) days prior to such payment.
(c) Other than as provided in Section 12 (No Step In) or with respect to the ability of the Secured Parties to grant waivers under the Financing Documents, it is further understood that the insured parties will at all times preserve the various contractual rights and agreements entered into by the Original Insured and the contractual remedies of such parties in the event of loss or damage.
(d) Subject to Section 10(e) and 10(f) below, it is understood and agreed that Reinsurers shall be entitled to avoid liability to or (as may be appropriate) claim damages from any of the Insured or Original Insured in circumstances of fraud, material misrepresentation, material non-disclosure pursuant to the Insurance Agreement Act Nr. 20,667 ( Ley N° 20.667 sobre Contrato de Seguro ) or breach of any warranty or condition of the Insurance each referred to in this Section 10 as a “Vitiating Act”.
(e) Notwithstanding the foregoing, it is agreed that a Vitiating Act committed by one Reinsured, Insured, Original Insured or any other Person covered by any Reinsurance shall not prejudice the right to indemnity of any other Reinsured or Insured or Original Insured who has an insurable interest and who has not committed a Vitiating Act; in particular, a Vitiating Act by the Borrower shall not prejudice the right to indemnity of any Secured Party under the Reinsurance. Furthermore, a Vitiating Act on any of the other projects reinsured under the Reinsurance (different than the Project) will not vitiate the Reinsurance coverage for the Project.
(f) Reinsurers hereby agree to waive all rights of subrogation which they may have or acquire against any Original Insured except where the rights of subrogation or recourse are acquired in consequence or otherwise following a Vitiating Act, in which circumstances Reinsurers may enforce such rights notwithstanding the continuing or former status of the vitiating party as an Insured or Original Insured, but provided always that the Reinsurer shall not exercise any such rights of subrogation against the Borrower however arising until all Obligations of the Borrower under the Common Terms Agreement and the other Financing Documents have been discharged in full. The subrogation rights of the Reinsurers hereunder shall not extend to the Secured Parties.

11 No Step In

Nothing in this endorsement shall entitle Reinsurers to step in to or take over any of the Project’s Financing Documents or other finance arrangements.

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12 Interest of the Secured Parties

(a) The Reinsurers acknowledge that each of the Secured Parties (including the Offshore Collateral Agent) and their respective officers, directors, employees, agents and assigns are each additional insured under the Insurance with respect to the Project reinsured by the Reinsurance with respect to the Project and that (i) the Offshore Collateral Agent is named as sole loss payee and beneficiary ( beneficiario exclusivo ) under the Insurance with respect to the Project reinsured by the Reinsurance with respect to the Project (except with respect to any third party liability insurance) and (ii) all insurance claims’ monies payable by Reinsurer(s) to the Insureds or Original Insured in respect of the Insurance of the Project reinsured by the Reinsurance, shall be paid to the accounts indicated in the Insurances.
(b) The commitments by (i) the Senior Lenders to provide the Loans on the terms and conditions set forth in the Financing Documents, and (ii) the Insurance, which the Reinsurers hereby acknowledge, grants the Secured Parties an insurable interest in this Reinsurance.
(c) Payments made in accordance with this Section 12 shall, to the extent of the payment, discharge the Reinsurers’ liability.
(d) Third Party Liability Reinsurance Proceeds:
(i) Policies payable for the benefit of a third party shall be paid directly to the person whose claim(s) constitute(s) the risk of liability insured against; provided, that such person has executed a full and final discharge of all claims made against the Original Insureds in respect of the risk or liability in relation to which the claim was made; and
(ii) In cases where (notwithstanding the Reinsurance terms to the contrary) Reinsurer(s) accept liability to indemnify the Original Insured reinsured by this Reinsurance in respect of the claims or liabilities which the Insured or Original Insured has settled directly with the claimant, payment under the Insurances reinsured by this Reinsurance of such sums shall be made to the accounts contemplated in the Insurance.

13 Notice of Security Interest

(a) The Reinsurers acknowledge that they have been notified that the Insurer has assigned to the Secured Parties the benefit of the Reinsurance and its interest and rights in its subject matter (the “Reinsurance Assignment”), and confirm that the Reinsurers have not been notified of any other assignment or pledge of or security interest in the Insurer’s interest in the Reinsurance; and the Borrower has assigned to the Secured Parties all its rights, title and interest in the underlying Insurance insured by the Insurer which are subject of the Reinsurance.
(b) The Reinsurers and the Reinsured agree that the Reinsurance and this endorsement cannot be modified without previous, express and written consent of the Offshore Collateral Agent, acting for and on behalf of the Secured Parties, and that pursuant to Section 12 of this endorsement, the Offshore Collateral Agent is entitled to submit any dispute arising from the Reinsurance and this endorsement to arbitration in accordance with paragraphs 17 and 18 below, being acknowledged that the Offshore Collateral Agent has expressly approved the provisions stated in its favour and in favour of the other Secured Parties in the Reinsurance in accordance with article 1449 of the Chilean Civil Code, and shall be entitled as third-party beneficiary to enforce the benefit of this endorsement and the Reinsurance, to the extent specified herein and therein.
(c) Pursuant to article 586 of the Insurance Agreement Act No. 20,667 ( Ley N° 20.667 sobre Contrato de Seguro ) (as applicable) or other applicable laws, it is agreed that the Offshore Collateral Agent shall be entitled as third party beneficiary to enforce the benefits of this endorsement and the

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Reinsurance, directly against the Reinsurers and Insurers, to the extent specified herein and therein.

14 No Duplicate Liability

In no event shall the Reinsurer be subject to duplicate liability in respect of any loss covered under the Reinsurance. Further, in no event shall the Secured Parties be entitled to recover under the Reinsurance any amount which has been paid to it by the Insured.

15 Cut-Through Clause and Acknowledgement of Cut-Through Clause

(a) It is understood and agreed that in the event that (i) the Insurer fails to pay a recoverable claim under the Insurance, or (ii) any Insurer is reasonably expected to be deemed insolvent under Chilean Bankruptcy Law No. 20,720 or to be entering into liquidation, conservatorship, bankruptcy, assignment for the benefit of Secured Parties, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of Chile, as amended from time to time; then the Offshore Collateral Agent, acting on behalf and for the benefit of the Secured Parties (in accordance with the Loss Payee Clause of the Insurance and subject to the terms and conditions of the Reinsurance), shall be entitled to recover directly from each Reinsurer the proportion of such claim subscribed by such Reinsurer; provided, that
(i) All premiums due and payable have been paid in full as of the date of loss;
(ii) No amount of such claim has been paid by the Reinsurers to the Insurer;
(iii) No agreement to pay such claim has been reached between the Reinsurers and the Insurer;
(iv) the claim falls under both the said policy and the Reinsurance;
(v) The Reinsurer’s payment to the Original Insured shall relieve it of any and all liability towards the Reinsured;
(vi) Before making a direct payment hereunder the Reinsurer shall have the right to deduct from such payment any and all sums (whether premium or otherwise) outstanding from the Reinsured but not paid to or otherwise credited by the Reinsurer; provided, however, that the Reinsurer maintains adequate accounting procedures with respect to said insurance policy, and provided further that Reinsurer immediately informs the Original Insured of any such overdue balances;
(vii) in respect of the payment amount the Reinsured’s rights against the Original Insured and any of the Reinsured’s subrogation rights due to the underlying loss and/or damage irrespective whether by law or by contract shall be subrogated to the Reinsurer; and
(viii) the Offshore Collateral Agent notifies in writing to the Reinsurer the application of this Cut Through clause.
(b) The Reinsurers and the Reinsured acknowledge that the Offshore Collateral Agent has expressly approved provisions stated in its favour and in favour of the other Secured Parties in the CutThrough clause in accordance with article 1449 of the Chilean Civil Code and shall be entitled as third party beneficiary to enforce the benefit of such clause to the extent specified respectively herein and therein.

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16 Language.

Unless otherwise required by Chilean Law, the English version of the Reinsurance shall prevail over any other version should any dispute arise regarding policy language.

This Endorsement supersedes any conflicting provisions in any Reinsurance policy to which it appears.

17 Dispute resolution

Any dispute arising out of or in connection with any Reinsurance, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by an arbitration panel appointed according to the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.

The arbitrators shall act as ex aequo et bono arbitrators, as provided in article 223 of the Chilean Organic Code of Tribunals, and such arbitrators will be subject to the applicable provisions established in Chapter IX of said code. The parties undertake that each time they appoint arbitrators they will establish that the arbitration procedure shall be the LCIA Rules, which Rules also are deemed to be incorporated by reference into this clause

The number of arbitrators shall be three.

The language to be used in the arbitral proceedings shall be English.

No appeal shall proceed against the arbitrators’ resolutions, the parties expressly renouncing to them.

The arbitrators will be especially empowered to resolve any matter related to his or her competence and or jurisdiction.

18 Governing Law.

The governing law of the dispute resolution process and arbitration proceedings as set out in paragraph 17 above shall be the substantive law of England & Wales.

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APPENDIX C FORM OF BROKER LETTERS OF UNDERTAKING

Part 1: Insurance Broker Letter of Undertaking

________, 20[]

To: Société Générale as Insurance Agent Attention: Javad Shaikh Email: Redacted: Personal Telephone: Redacted: Fax: Redacted:

And to: MUFG Bank, Ltd. as Administrative Agent Attention: Lawrence Blat, Andre Fatovic, Anthony Cha Email: Redacted: Personal Telephone: Redacted: Fax: NA

Dear Ladies and Gentlemen,

1 We refer to the Common Terms Agreement, dated [] (the “ CTA ”), for the development and operation of the Mantoverde S.A. project (the “ Project ”) entered into by and between Mantoverde S.A. (the “ Borrower ”), the Mandated Lead Arrangers and Bookrunners, the Administrative Agent, the Intercreditor Agent, the ECA Agent, the Onshore Collateral Agent, the Offshore Collateral Agent, the Initial Senior Lenders, the Initial Permitted Hedge Providers and the financial institutions party to the Common Terms Agreement from time to time. Capitalised terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the CTA.
2 We confirm that we have acted as insurance broker to the Borrower with respect to the Insurances (defined below) referred to in this letter and, as such, we have provided the Borrower with our professional assistance with regard to the identification of the Insurance Policies (defined below) arranged by us in relation to the Project, the determination of the contents and execution of such Insurance Policies and have placed, on behalf of the Borrower, the Insurance Policies required under (a) Section 7.1(p, Section 9.1(j), and Schedule K of the CTA, and (b) as otherwise required under the Finance Documents, in each case, required to be in place as of the Financial Closing Date.
3 We have been requested by the Borrower to provide to you, the Insurance Agent and the Administrative Agent, with certain confirmations relating to the Insurances (defined below). Accordingly, we hereby certify to you as of the date of this letter that:
(a) we are registered and authorised to act as an insurance broker with the Commission for the Financial Market (“ Comisión para el Mercado Financiero”) in Chile and hold professional indemnity insurance of not less than US$5,000,000 in our name and on an each and every claim basis;
(b) we have reviewed Section 7.1(p), Section 9.1(j), and Schedule K of the CTA, and are familiar with the insurance requirements and provisions stated therein;
(c) the insurances summarised in Appendix 1 (the “ Insurances ”) and the policies evidencing such Insurances (the “ Insurance Policies ”) have been arranged by us and (i) are in full force and

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effect as of the date of this letter in respect of the risks and liabilities they purport to cover, as evidenced by the certificates of insurance attached as Appendix 2 to this letter, (ii) all premiums in respect of the Insurances due and payable on or prior to the date of this letter have been paid in full by or on behalf of the Borrower, (iii) name the Collateral Agents, the Administrative Agent, the Insurance Agent and the Senior Lenders as additional insureds with respect to all Insurance Policies required under (a) Section 7.1(p), Section 9.1(j), and Schedule K of the CTA (other than those Insurance Policies covering liabilities to third parties that are payable directly to such third parties), (iv) name Onshore Collateral Agent as loss payee of all indemnification proceeds under all Insurance Policies (other than those Insurance Policies covering liabilities to third parties that are payable directly to such third parties) and (v) comply with the provisions of the CTA and constitute all insurances required to be in effect as of the date of this letter pursuant to the CTA;

(d) having considered all of the information made available to us by the Borrower and having regard to the nature of the business and assets of the Borrower, the Insurances insure such risks as we would advise and recommend to a prudent company or other person in the same business as the Borrower to insure;
(e) having considered all of the information made available to us by the Borrower, the Insurances insure such risks as we would advise and recommend to a prudent company or other person in the business of managing assets similar to those involved in this Project;
(f) the Insurances are placed with insurers (collectively, “ Insurers ” and each an “ Insurer ”), which as at the time of placement, were reputable, financially sound and met the minimum financial strength, insurance ratings and credit ratings requirements under Schedule K of the CTA or are otherwise acceptable to the Administrative Agent. If any Insurer ceases to comply with the minimum financial strength, insurance ratings and credit ratings requirements under Schedule K of the CTA, then we will use our best efforts to promptly replace all Insurances placed with such non-complying Insurer with an Insurer which meets minimum such requirements. We do not make any representations regarding the reputation or financial position of the Insurers with whom the Insurances are placed, nor regarding any Insurers’ current or future solvency or ability to pay claims;
(g) the Borrower’s insurance coverages meet or exceed the insurance requirements specified in Section 7.1(p), Section 9.1(j), and Schedule K of the CTA as of the date of this letter. In doing so, pursuant to Section 9.1(j) of the CTA, the Borrower shall cause the policies of insurance to contain customary endorsements for the benefit of the Collateral Agents (as applicable);
(h) each Secured Party is named as co-insured in respect of its own separate insurable interest under each of the Insurances (other than public liability and third party liability insurances) subject to the exclusions and limitations noted in the endorsements;
(i) (i) no claims have been made under any current Insurance Policy and none are reasonably expected and (ii) no matter has come to our attention that has or might reasonably be expected to adversely affect the insurance coverage provided by the Insurance Policies;
(j) the Insurance Policies are not subject to cancellation without prior notice to the Insurance Agent and the Senior Lenders;
(k) we have as at the date of this letter disclosed to each Insurer of each Insurance Policy every circumstance which was disclosed to us by the Borrower (insured), which we, as insurance brokers to the Borrower, are required by law to disclose to each Insurer of each Insurance and no such information disclosed by the Borrower to us was known by us to be inaccurate, incomplete or misleading, and we are not aware of any information disclosed by the Borrower to us which we consider in our reasonable opinion as insurance brokers should have been

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disclosed to Insurers in order to constitute proper disclosure of the risks insured, or that any information disclosed was inaccurate or misleading; and

(l) Upon your request, we shall use reasonable efforts to promptly request that each Insurer sign any notice, declaration or any other document necessary for the assignment of Insurance Policies to be binding on the Insurer and third parties.
4 Pursuant to instructions received from the Borrower and in consideration of your approving our appointment or continuing appointment as insurance brokers in connection with the Insurances, we hereby further undertake:
(a) to advise you in writing if any Insurer cancels, suspends or gives notice of cancellation or suspension of any Insurance as soon as reasonably practicable and in any event at least thirty (30) days before such cancellation or suspension is to take effect or as soon as reasonably practicable after it comes to our attention;
(b) to pay any and all proceeds from the Borrower’s Insurance Policies, if any are received by us from Insurers in accordance with the policy terms and conditions, except as might be otherwise permitted in the relevant loss payable clauses, and except where we are unable to do so under compulsion of law;
(c) to notify you:
- (i) as soon as reasonably practicable upon those of our employees directly involved in the placement of the Insurance Policies becoming aware of any material changes proposed to be made to the Insurance Policies that if effected, would, in our reasonable opinion as insurance brokers, result in a material reduction in limits or cover (including in respect of extensions of cover), or in any material increase in deductibles or excesses, exclusions or exceptions; or any material alteration, termination, cancellation, suspension of any of the Insurance Policies;
- (ii) as soon as reasonably practicable upon those of our employees directly involved in the placement of the Insurance Policies becoming aware of any default in the payment of any premium for any of the Insurance Policies, or of any Insurer giving notice of cancellation, non-renewal or avoidance of any Insurance or threatening to do so;
- (iii) at least thirty (30) days prior to the expiry of the Insurance Policies, if we have not received renewal instructions (for renewable policies) from the Borrower, and, in the event of our receiving instructions to renew, to advise you promptly of the details of such instructions, including premiums, Insurers and terms and conditions of renewal cover or alternatively, if this is the case, to notify you of the fact that no such renewal arrangements have been put in place;
- (iv) as soon as reasonably practicable after receipt of a notification from the Borrower to those of our employees directly involved in the placement of the Insurance Policies of any act or omission or of any event which they consider, in their reasonable opinion as insurance brokers, is likely to invalidate or render void, voidable or unenforceable in whole or in part any of the Insurance Policies;
- (v) as soon as reasonably practicable, but in any event at least thirty (30) days (or such lesser period, if any, as may be specified from time to time by the Insurers in the case of war risks and kindred perils) before (1) cancellation of any of the Insurance Policies is to take effect or (2) any alteration to, termination of, suspension of or expiry of any of the Insurance Policies is to take effect, and, in the case of non-payment of premiums,

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at least thirty (30) days prior to the effective date of such termination, cancellation or suspension;

  - (vi) as soon as reasonably practicable upon those of our employees directly involved in the placement of the Insurance becoming aware of any purported assignment of or the creation of any security interest over the Borrower’s rights, interest or title in, and benefits of, any of the Insurance Policies; and

  - (vii) when and as requested by the Senior Lenders’ insurance consultant to confirm if the Borrower has provided or failed to provide renewal instructions with respect to the Insurances;

(d) to disclose to the Insurers all information made available to us (or otherwise within our knowledge in respect of this Project) and any fact, change of circumstances or occurrence notified to us or of which we are aware and which in our reasonable assessment is material to the risks insured against under the Insurances and which should properly be disclosed to Insurers as soon as possible after we have become aware of such information, fact, change of circumstance or occurrence;
(e) to advise the Borrower from time to time of the type of information that needs to be disclosed to any Insurers in respect of the Insurance Policies;
(f) to treat as confidential all information marked as or otherwise stated to be confidential and supplied to us by or on behalf of the Borrower, the Administrative Agent, the Insurance Agent or the Senior Lenders for the purposes of disclosure to the Insurers under the Insurance Policies and not to disclose, without consent, such information to any third party other than any Senior Lenders and the Insurers under the applicable Insurance Policies, or to those persons who, in our reasonable opinion have a need to have access to such information from time to time, and shall be subject to duties of confidentiality substantially similar but no less restrictive to those contained herein. Our obligations of confidentiality shall not conflict with our duties owed to the Borrower and shall not apply to disclosure required by an order of a court of competent jurisdiction, or pursuant to any applicable law, governmental or regulatory authority having the force of law or to information which is in the public domain;
(g) to the extent they would be available to the Borrower and subject to our lien, if any, on any unpaid premiums and/or commissions due that we as broker may have under the Insurance Policies as soon as reasonably practicable upon written request made by you, to supply you with copies of all policies, cover notes, certificates, endorsements, renewal receipts and confirmation of renewal and payment of premiums in respect of the Insurance Policies and to make available to you as soon as reasonably practicable on request the originals of any of the same which are required by you in connection with the making of an insurance claim where these are held by us;
(h) to hold the insurance slips or contracts, the Insurance Policies and any renewals of the Insurance Policies or any new or substitute policies, to the extent held by us, to the order of the Offshore Collateral Agent; and
(i) to promptly notify you after giving or receiving notice of termination of our appointment as insurance broker in relation to the Insurances.
5 The above undertakings are subject to our continuing appointment for the time being as insurance broker to the Borrower in relation to the Insurances.
6 For the avoidance of doubt all undertakings and other confirmations given in this letter relate solely to the Insurances. They do not apply to any other insurances and nothing in this letter should be

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taken as providing any undertakings or confirmations in relation to any insurance that ought to have been placed or may at some future date be placed by other brokers.

7 Nothing in this letter shall prejudice the right that any Insurer may have to cancel any of the Insurances following default in payment of premiums nor shall the exercise of such right in such circumstances amount to a breach of any obligations accepted by us pursuant to the terms of this letter.
8 We hereby acknowledge that the Collateral Agents and the other Secured Parties under the CTA have a direct or indirect interest in all of the Insurance Policies, and the Senior Lenders are making their respective loans under the CTA in reliance upon our professional advice to the Borrower with regard to the compliance of the Insurance Policies with Section 7.1(p), Section 9.1(j), and Schedule K of the CTA as of the date of this letter.
9 Our undertakings conform to the requirements of prudent insurance industry practice and provide adequate and sufficient evidence of compliance of the Insurance Policies with the requirements of Section 7.1(p), Section 9.1(j), and Schedule K of the CTA as of the date of this letter.
10 This letter has been prepared exclusively for the use of the parties to whom it is addressed for the specific purpose of their relationship with the Borrower and its business. No responsibility is accepted to any third party (other than any Secured Parties) for any part of the contents of this letter and in the event that it is disclosed to a third party (other than any Secured Parties) any and all liability howsoever arising to that third party is hereby expressly excluded. No person except the parties to this letter have any rights arising out of this letter under the Contracts (Rights of Third Parties) Act 1999.
11 This letter is given to you and may be relied upon by you, the Collateral Agents and the other Secured Parties from time to time, but may not be relied upon by any other person for any purpose, except with our written consent. You, the Collateral Agents and the other Secured Parties from time to time may disclose this letter to others but only for the purposes of information and on the basis that we assume no duty or liability to any such recipients as a result or otherwise.
12 Our aggregate liability under this letter to any persons, companies or organisations who act in reliance on this letter, or on any other broker's letter of undertaking issued by us in respect of the Insurances for this Project, for any and all matters arising from them and the contents of such letters shall in any and all events be limited to the sum of US$5,000,000 if we are negligent. We do not limit liability for fraud, fraudulent misrepresentation, personal injury or death caused by our negligence nor do we limit any other liability which may not be lawfully excluded or limited.
13 All liability we may incur to you, whether in contract, tort (including but not limited to negligence) or otherwise for loss of profit, loss of savings, loss of opportunity or any indirect or consequential loss is hereby expressly excluded.
14 Notwithstanding anything in this letter, we are and remain solely the agent of the Insured, and with the exception of our obligations and undertakings hereunder, owe duties only to the Insured.
15 This letter is given by us on the instructions of the Borrower and with their full knowledge and consent as to its terms as evidenced by the Borrower's signature below. Accordingly, the Borrower hereby waives any potential liability we might otherwise have had to it arising from actions taken by us to comply with the terms of this letter (including without limitation, any particular liability relating to conflict of interest).
16 This letter and any non-contractual obligations connected with it shall be governed by and construed in all respects in accordance with Chilean law. The courts of Chile have exclusive jurisdiction to settle any dispute arising out of or in connection with this letter (including a dispute relating to any non-

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contractual obligation arising out of or in connection with this letter). The parties to this letter agree to settle any such dispute and accordingly no party to this letter will argue to the contrary.

[ The remainder of this page is intentionally left blank ]

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Yours faithfully,

Carpenter Marsh Fac Chile Corredores de Reaseguros Ltda

[ Signature Page – Mantoverde Insurance Broker Letter of Undertaking ]

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Acknowledged and agreed by:

MANTOVERDE S.A.

Per:

Name: Title:

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APPENDIX 1

SUMMARY OF INSURANCE POLICIES

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APPENDIX 2 CERTIFICATES – INSURANCE POLICIES

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Part 2: Reinsurance Broker Letter of Undertaking

________, 20[]

To: Société Générale as Insurance Agent Attention: Javad Shaikh Email: Redacted: Personal Telephone: Redacted: Fax: Redacted:

And to: MUFG Bank, Ltd.

as Administrative Agent

Attention: Lawrence Blat, Andre Fatovic, Anthony Cha Email: Redacted: Personal Telephone: Redacted: Fax: NA

Dear Ladies and Gentlemen,

1 We refer to the Common Terms Agreement, dated [] (the “ CTA ”), for the development and operation of the Mantoverde S.A. project (the “ Project ”) entered into by and between Mantoverde S.A. (the “ Borrower ”), the Mandated Lead Arrangers and Bookrunners, the Administrative Agent, the Intercreditor Agent, the ECA Agent, the Onshore Collateral Agent, the Offshore Collateral Agent, the Initial Senior Lenders, the Initial Permitted Hedge Providers and the financial institutions party to the Common Terms Agreement from time to time. Capitalised terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the CTA.

2 We confirm that we have acted as reinsurance broker to the Borrower with respect to the Reinsurances (defined below) referred to in this letter.
3 We have been requested by the Borrower to provide to you, the Insurance Agent and the Administrative Agent, with certain confirmations relating to the Reinsurances (defined below). Accordingly, we hereby certify to you as of the date of this letter that:
(a) we are registered and authorised to act as an reinsurance broker with the Commision for the Financial Market (“ Comisión para el Mercado Financiero ”) in Chile and hold a sufficient and appropriate level of professional indemnity insurance in our name and on an each and every claim basis;
(b) we have reviewed Section 7.1(p), Section 9.1(j), and Schedule K of the CTA, and are familiar with the insurance requirements and provisions stated therein;
(c) the reinsurances summarised in Appendix 1 (the “ Reinsurances ”) and the policies evidencing such Reinsurances (the “ Reinsurance Policies ”) have been arranged by us and (i) are in full force and effect as of the date of this letter in respect of the risks and liabilities they purport to cover, as evidenced by the certificates of reinsurance attached as Appendix 2 to this letter, (ii) all premiums in respect of the Reinsurances due and payable on or prior to the date of this letter have been paid in full by or on behalf of the Borrower, (iii) name the Collateral Agents, the Administrative Agent, the Insurance Agent and the Senior Lenders as additional insureds with respect to all Reinsurance Policies required under (a) Section 7.1(p), Section 9.1(j), and

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Schedule K of the CTA (other than those Reinsurance Policies covering liabilities to third parties that are payable directly to such third parties), (iv) name the Offshore Collateral Agent as loss payee of all indemnification proceeds under all Reinsurance Policies (other than those Reinsurance Policies covering liabilities to third parties that are payable directly to such third parties); (v) name the Reinsured (as defined below); and (vi) comply with the provisions of the CTA and constitute all reinsurances required to be in effect as of the date of this letter pursuant to the CTA;

(d) having considered all of the information made available to us by the Borrower and having regard to the nature of the business and assets of the Borrower, the Reinsurances insure such risks as we would advise and recommend to a prudent company or other person in the same business as the Borrower to insure;
(e) having considered all of the information made available to us by the Borrower, the Reinsurances cover such risks as we would advise and recommend to a prudent company or other person in the business of managing assets similar to those involved in this Project;
(f) the Reinsurances are placed with reinsurers (collectively, “ Reinsurers ” and each an “ Reinsurer ”), which as at the time of placement, were reputable, financially sound and met the minimum financial strength, insurance ratings and credit ratings requirements under Schedule K of the CTA. If any Reinsurer ceases to comply with the minimum financial strength, insurance ratings and credit ratings requirements under Schedule K of the CTA, then we will use our best efforts to promptly replace all Reinsurances placed with such non-complying Reinsurer with an Reinsurer which meets such minimum requirements. We do not make any representations regarding the reputation or financial position of the Reinsurers with whom the Reinsurances are placed, nor regarding any Reinsurers’ current or future solvency or ability to pay claims;
(g) the Borrower’s reinsurance coverages meet or exceed the reinsurance requirements specified in Section 7.1(p), Section 9.1(j), and Schedule K of the CTA as of the date of this letter. In doing so, pursuant to Section 9.1(j) of the CTA, the Borrower shall cause the policies of reinsurance to contain customary endorsements for the benefit of the Collateral Agents (as applicable);
(h) each Secured Party named in the Reinsurances (the “ Reinsured ”) is named as co-insured in respect of its own separate insurable interest under each of the Reinsurances (other than public liability and third party liability insurances) subject to the exclusions and limitations noted in the endorsements;
(i) (i) no claims have been made under any current Reinsurance Policy and none are reasonably expected and (ii) no matter has come to our attention that has or might reasonably be expected to adversely affect the reinsurance coverage provided by the Reinsurance Policies;
(j) the Reinsurance Policies are not subject to cancellation without prior notice to the Insurance Agent and the Senior Lenders;
(k) we have as at the date of this letter disclosed to each Reinsurer of each Reinsurance Policy every circumstance which was disclosed to us by the Borrower (insured), which we, as reinsurance brokers to the Borrower, are required by law to disclose to each Reinsurer of each Reinsurance and no such information disclosed by the Borrower to us was known by us to be inaccurate, incomplete or misleading, and we are not aware of any information disclosed by the Borrower to us which we consider in our reasonable opinion as reinsurance brokers should have been disclosed to Reinsurers in order to constitute proper disclosure of the risks insured, or that any information disclosed was inaccurate or misleading; and

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(l) upon your request, we shall use reasonable efforts to promptly request that each Reinsurer sign any notice, declaration or any other document necessary for the assignment of Reinsurance Policies to be binding on the Reinsurer and third parties.
4 Pursuant to instructions received from the Borrower and in consideration of your approving our appointment or continuing appointment as reinsurance brokers in connection with the Reinsurances, we hereby further undertake:
(a) to advise you in writing if any Reinsurer cancels, suspends or gives notice of cancellation or suspension of any Reinsurance as soon as reasonably practicable and in any event at least thirty (30) days before such cancellation or suspension is to take effect or as soon as reasonably practicable after it comes to our attention;
(b) to pay any and all proceeds from the Borrower’s Reinsurance Policies, if any are received by us from the Reinsurers in accordance with the policy terms and conditions, except as might be otherwise permitted in the relevant loss payable clauses, and except where we are unable to do so under compulsion of law;
(c) to notify you:
- (i) as soon as reasonably practicable upon those of our employees directly involved in the placement of the Reinsurance Policies becoming aware of any material changes proposed to be made to the Reinsurance Policies that if effected, would, in our reasonable opinion as reinsurance brokers, result in a material reduction in limits or cover (including in respect of extensions of cover), or in any material increase in deductibles or excesses, exclusions or exceptions; or any material alteration, termination, cancellation, suspension of any of the Reinsurance Policies;
- (ii) as soon as reasonably practicable upon those of our employees directly involved in the placement of the Reinsurance Policies becoming aware of any default in the payment of any premium for any of the Reinsurance Policies, or of any Reinsurer giving notice of cancellation, non-renewal or avoidance of any Reinsurance or threatening to do so;
- (iii) at least thirty (30) days prior to the expiry of the Reinsurance Policies, if we have not received renewal instructions (for renewable policies) from the Borrower or the Reinsured, and, in the event of our receiving instructions to renew, to advise you promptly of the details of such instructions, including premiums, Reinsurers and terms and conditions of renewal cover or alternatively, if this is the case, to notify you of the fact that no such renewal arrangements have been put in place;
- (iv) as soon as reasonably practicable after receipt of a notification from the Borrower to those of our employees directly involved in the placement of the Reinsurance Policies of any act or omission or of any event which they consider, in their reasonable opinion as reinsurance brokers, is likely to invalidate or render void, voidable or unenforceable in whole or in part any of the Reinsurance Policies;
- (v) as soon as reasonably practicable, but in any event at least thirty (30) days (or such lesser period, if any, as may be specified from time to time by the Reinsurers in the case of war risks and kindred perils) before (1) cancellation of any of the Reinsurance Policies is to take effect or (2) any alteration to, termination of, suspension of or expiry of any of the Reinsurance Policies is to take effect, and, in the case of non-payment of premiums, at least thirty (30) days prior to the effective date of such termination, cancellation or suspension;

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  - (vi) as soon as reasonably practicable upon those of our employees directly involved in the placement of the Reinsurance becoming aware of any purported assignment of or the creation of any security interest over the Borrower’s rights, interest or title in, and benefits of, any of the Reinsurance Policies; and

  - (vii) when and as requested by the Senior Lenders’ insurance consultant to confirm if the Borrower has provided or failed to provide renewal instructions with respect to the Reinsurances,

(d) to treat as confidential all information marked as or otherwise stated to be confidential and supplied to us by or on behalf of the Borrower, the Administrative Agent, the Insurance Agent or the Senior Lenders for the purposes of disclosure to the Reinsurers under the Reinsurance Policies and not to disclose, without consent, such information to any third party other than any Senior Lenders and the Reinsurers under the applicable Reinsurance Policies, or to those persons who, in our reasonable opinion have a need to have access to such information from time to time, and shall be subject to duties of confidentiality substantially similar but no less restrictive to those contained herein. Our obligations of confidentiality shall not conflict with our duties owed to the Borrower and shall not apply to disclosure required by an order of a court of competent jurisdiction, or pursuant to any applicable law, governmental or regulatory authority having the force of law or to information which is in the public domain;
(e) to the extent they would be available to the Borrower and subject to our lien, if any, on any unpaid premiums and/or commissions due that we as broker may have under the Reinsurance Policies as soon as reasonably practicable upon written request made by you, to supply you with copies of all policies, cover notes, certificates, endorsements, renewal receipts and confirmation of renewal and payment of premiums in respect of the Reinsurance Policies and to make available to you as soon as reasonably practicable on request the originals of any of the same which are required by you in connection with the making of an insurance claim where these are held by us;
(f) to hold the reinsurance slips or contracts, the Reinsurance Policies and any renewals of the Reinsurance Policies or any new or substitute policies, to the extent held by us, to the order of the Offshore Collateral Agent; and
(g) to promptly notify you after giving or receiving notice of termination of our appointment as reinsurance broker in relation to the Reinsurances.
5 The above undertakings are subject to our continuing appointment for the time being as reinsurance broker to the Borrower in relation to the Reinsurances.
6 For the avoidance of doubt all undertakings and other confirmations given in this letter relate solely to the Reinsurances. They do not apply to any other insurances and nothing in this letter should be taken as providing any undertakings or confirmations in relation to any insurance that ought to have been placed or may at some future date be placed by other brokers.
7 Nothing in this letter shall prejudice the right that any Reinsurer may have to cancel any of the Reinsurances following default in payment of premiums nor shall the exercise of such right in such circumstances amount to a breach of any obligations accepted by us pursuant to the terms of this letter.
8 We hereby acknowledge that the Collateral Agents and the other Secured Parties under the CTA have a direct or indirect interest in all of the Reinsurance Policies, and the Senior Lenders are making their respective loans under the CTA in reliance upon our professional advice to the Borrower with regard to the compliance of the Reinsurance Policies with Section 7.1(p), Section 9.1(j), and Schedule K of the CTA as of the date of this letter.

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9 Our undertakings conform to the requirements of prudent reinsurance industry practice and provide adequate and sufficient evidence of compliance of the Reinsurance Policies with the requirements of Section 7.1(p), Section 9.1(j), and Schedule K of the CTA as of the date of this letter.
10 This letter has been prepared exclusively for the use of the parties to whom it is addressed for the specific purpose of their relationship with the Borrower and its business. No responsibility is accepted to any third party (other than any Secured Parties) for any part of the contents of this letter and in the event that it is disclosed to a third party (other than any Secured Parties) any and all liability howsoever arising to that third party is hereby expressly excluded. No person except the parties to this letter have any rights arising out of this letter under the Contracts (Rights of Third Parties) Act 1999.
11 This letter is given to you and may be relied upon by you, the Collateral Agents and the other Secured Parties from time to time, but may not be relied upon by any other person for any purpose, except with our written consent. You, the Collateral Agents and the other Secured Parties from time to time may disclose this letter to others but only for the purposes of information and on the basis that we assume no duty or liability to any such recipients as a result or otherwise.
12 Our aggregate liability under this letter to any persons, companies or organisations who act in reliance on this letter, or on any other broker's letter of undertaking issued by us in respect of the Reinsurances for this Project, for any and all matters arising from them and the contents of such letters shall in any and all events be limited to the sum of US$5,000,000 if we are negligent. We do not limit liability for fraud, fraudulent misrepresentation, personal injury or death caused by our negligence nor do we limit any other liability which may not be lawfully excluded or limited.
13 All liability we may incur to you, whether in contract, tort (including but not limited to negligence) or otherwise for loss of profit, loss of savings, loss of opportunity or any indirect or consequential loss is hereby expressly excluded.
14 Notwithstanding anything in this letter, we are and remain solely the agent of the Reinsured, and with the exception of our obligations and undertakings hereunder, owe duties only to the Reinsured.
15 This letter is given by us on the instructions of the Borrower and with their full knowledge and consent as to its terms as evidenced by the Borrower's signature below. Accordingly, the Borrower hereby waives any potential liability we might otherwise have had to it arising from actions taken by us to comply with the terms of this letter (including without limitation, any particular liability relating to conflict of interest).
16 This letter and any non-contractual obligations connected with it shall be governed by and construed in all respects in accordance with English law. The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this letter (including a dispute relating to any non-contractual obligation arising out of or in connection with this letter). The parties to this letter agree to settle any such dispute and accordingly no party to this letter will argue to the contrary.
[ The remainder of this page is intentionally left blank ]

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Yours faithfully,

Carpenter Marsh Fac Chile Corredores de Reaseguros Ltda

[ Signature Page – Mantoverde Reinsurance Broker Letter of Undertaking ]

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Acknowledged and agreed by:

MANTOVERDE S.A.

Per:

Name: Title:

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APPENDIX 1

SUMMARY OF REINSURANCE POLICIES

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APPENDIX 2 CERTIFICATES – REINSURANCE POLICIES

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APPENDIX D FORM OF REINSURANCE ASSIGNMENT

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Confidential

Dated

[ ] as Insurer

BNP PARIBAS as Offshore Collateral Agent

MANTOVERDE S.A. as Borrower

ASSIGNMENT OF REINSURANCES

==> picture [177 x 22] intentionally omitted <==

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Clause Page	Clause Page
1	Definitions and Interpretation .................................................................................................... 60
2	Payment of claims monies ........................................................................................................ 66
3	Assignment ............................................................................................................................... 67
4	Restrictions and undertakings ................................................................................................... 67
5	Perfection ................................................................................................................................. 70
6	Enforcement ............................................................................................................................. 71
7	Application of proceeds ............................................................................................................ 73
8	Representations ....................................................................................................................... 73
9	Finance Parties not liable ......................................................................................................... 75
10	Duration of the security ............................................................................................................. 76
11	Third party security protections ................................................................................................. 77
12	Payments .................................................................................................................................. 78
13	Remedies ................................................................................................................................. 79
14	Power of attorney...................................................................................................................... 80
15	Transfers .................................................................................................................................. 81
16	Notices ..................................................................................................................................... 82
17	Counterparts ............................................................................................................................. 82
18	Contractual recognition of bail-in .............................................................................................. 82
19	Law ........................................................................................................................................... 83
20	Jurisdiction ................................................................................................................................ 84
Schedule 1 Initial administrative details of the Parties ........................................................................ 86
Schedule 2 Notice and acknowledgement of assignment ................................................................... 87
Schedule 3 Summary of Insurances ................................................................................................... 92
Schedule 4 Summary of Reinsurances ............................................................................................... 93

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THIS DEED is made on ________ 2021

BETWEEN:

(1) [  ] as insurer (the Insurer );
(2) MANTOVERDE S.A ., a sociedad anónima , duly incorporated and validly existing under the laws of Chile, as borrower (the Borrower ); and
(3) BNP PARIBAS , as Offshore Collateral Agent (in such capacity together with its successors and permitted assigns, the Offshore Collateral Agent ).

WHEREAS

(A) On [ ], Mantoverde S.A., as Borrower, entered into a common terms agreement with, among others, certain commercial banks and export credit agencies as lenders (the Senior Lenders ), hedge providers (the Permitted Hedging Providers ), and agents from time to time party thereto (collectively, the Finance Parties ), in order to, among other things, set out the terms and conditions common to the term facilities in the aggregate amount of US$520,000,000 made available by the Senior Lenders to the Borrower under separate loan agreements for the purpose of financing the Project (the Common Terms Agreement ).
(B) The Offshore Collateral Agent has been appointed to hold the offshore Collateral on behalf and for the benefit of the Finance Parties (as defined in the Common Terms Agreement) pursuant to a collateral agency and intercreditor deed dated on or about the date of this Deed between, amongst others, the Borrower, the Offshore Collateral Agent, and certain other Finance Parties (the Collateral Agency and Intercreditor Deed ).
(C) This Deed is the “Offshore Reinsurance Security Agreement” contemplated in the Common Terms Agreement.
(D) It is a requirement of the Common Terms Agreement that the Insurer and the Offshore Collateral Agent enter into this Deed.

IT IS AGREED as follows:

1 Definitions and Interpretation

Definitions

1.1 In this Deed, the following terms shall have the following meanings when used in this Deed:

Acknowledgement means an acknowledgement substantially in the form set out in Schedule 2 ( Notice and acknowledgement of assignment ).

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Account Bank means BNP Paribas.

Assigned Property means all of the rights which the Insurer has now or may obtain at any time in the future under or in respect of the Reinsurances (including the right to sue for damages and any retained premium) and any other assets derived from any of those rights under any applicable law.

Business Day means any day, other than a Saturday, Sunday or statutory holiday in any one of Santiago de Chile, Chile, Sydney, Australia, New York City, New York (USA), Tokyo, Japan, Paris, France, Amsterdam, Netherlands, Brussels, Belgium, Frankfurt am Main, Germany or London, England or a day on which banks are generally closed in any one of those cities.

Collateral Agency and Intercreditor Deed has the meaning given to such term in the recitals.

Counterparty means, in relation to a Reinsurance, any party to that Reinsurance (other than the Insurer), including the reinsurer.

Default Rate means 2% per annum.

Delegate means a delegate, or sub-delegate, agent, attorney or co-trustee appointed by the Offshore Collateral Agent or a Receiver in accordance with this Deed

ECA means the European Communities Act.

Enforcement Time means any time at which:

(a) an Event of Default has occurred and is continuing and the Administrative Agent, as instructed by the Majority Senior Lenders (as such term is defined in the Common Terms Agreement), has directed the Collateral Agents to realise upon all or any part of the Security in accordance with clause 11.2(a)(iii)(B)(II) of the Common Terms Agreement; or
(b) an Insurer Default has occurred and is continuing.

Common Terms Agreement means the Common Terms Agreement dated on or about the date of this Deed between, among others, the Borrower, as borrower, the Mandated Lead Arrangers, the Administrative Agent, the Intercreditor Agent, the Senior Lenders, and the other parties and financial institutions party to it from time to time.

Finance Documents has the meaning given to such term in the Common Terms Agreement.

Insolvency Event , in relation to a person, means:

(a) the dissolution, liquidation, provisional liquidation, administration, administrative receivership or receivership of that person or the entering into by that person of a voluntary arrangement or scheme of arrangement with creditors;

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(b) any analogous or similar procedure in any jurisdiction other than England; or
(c) any other form of procedure relating to insolvency, reorganisation, or dissolution in any jurisdiction unless, in any such case, the form of procedure is frivolous or vexatious.

Insolvency Legislation means:

(a) the Insolvency Act 1986 and secondary legislation made under it; and
(b) any other primary or secondary legislation in England from time to time relating to insolvency or reorganisation.

Insured means the Borrower, the Offshore Collateral Agent and any other person named as an insured under the Underlying Insurances.

Insurer Default means:

(a) the Insurer fails to discharge any of the Obligations to any of the Insureds under or in connection with an Underlying Insurance or this Deed; or
(b) the occurrence of any Insolvency Event in respect of the Insurer.

Finance Parties’ Endorsements means the endorsements to the Reinsurances in the form agreed by the Finance Parties and the Borrower.

Notice of Assignment means a notice of assignment substantially in the form set out in Schedule 2 ( Notice and acknowledgement of assignment ).

Obligations , in relation to a person, means all obligations or liabilities of any kind of that person from time to time, whether they are:

(a) to pay money or to perform (or not to perform) any other act;
(b) express or implied;
(c) present, future or contingent;
(d) joint or several;
(e) incurred as a principal or surety or in any other manner; or
(f) originally owing to the person claiming performance or acquired by that person from someone else.

Officer , in relation to a person, means any officer, employee or agent of that person.

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Party means a party to this Deed.

Project means the development, financing and operation of the expansion of the Mantoverde copper mine and certain associated facilities, as more particularly described in the Common Terms Agreement, which together cover both the existing oxide operations and the development of the sulphide operations.

Receiver means one or more receivers or managers appointed, or to be appointed, under this Deed.

Reinsurances means those contracts of reinsurance and each confirmation of cover, market reform contract or other evidence relating to such reinsurance entered into by the Insurer in respect of the Underlying Insurances including those detailed in Schedule 4 ( Summary of Reinsurances ) and any additional reinsurances required pursuant to the Common Terms Agreement from time to time, including any future renewals, extensions, additions to or replacements effected from time to time and all benefits thereof (including the right to receive claims and to return of premium).

Renewal Date means the renewal date or expiry of each Reinsurance.

Right means any right, privilege, power or immunity, or any interest or remedy, of any kind, whether it is personal or proprietary

Secured Obligations means all Obligations:

(a) of the Insurer to any of the Insureds under or in connection with each Underlying Insurance or this Deed; and
(b) from time to time incurred by the Borrower or any Shareholder under or in connection with the Finance Documents.

Security means:

(a) any mortgage, debenture, pledge, hypothec, lien, charge, deed of trust, trust arrangement, assignment by way of security, contractual right of set-off, consignment, lease, hypothecation, security interest, including a purchase money security interest, or other security agreement, trust or arrangement having the effect of security for the payment of any debt, liability or obligation;
(b) any proprietary interest over an asset, or any contractual arrangement in relation to an asset, in each case created in relation to financial indebtedness and which has the same commercial effect as if security had been created over it; and
(c) any right of set-off created by agreement.

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Taxes means all present and future taxes (including, for certainty, real property taxes), levies, imposts, stamp taxes, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental body, including any interest, additions to tax or penalties applicable thereto, and “ Tax ” shall have a corresponding meaning.

Termination Date means the date which is notified to the Insurer by the Offshore Collateral Agent in writing as the date on which all the Obligations of the Borrower and any Shareholder under the Finance Documents have been irrevocably and unconditionally paid or discharged in full[.]

Third Parties Act means the Contracts (Rights of Third Parties) Act 1999.

Underlying Insurances means those contracts of insurance which the Borrower from time to time purchases from and maintains (or otherwise benefits from as an Insured) with the Insurer including those summarised in Schedule 3 ( Summary of Insurances ) and any additional insurances required pursuant to the Common Terms Agreement from time to time, and future renewals, extensions, additions to or replacements effected from time to time.

Interpretation

1.2 Unless a contrary indication appears, a reference in this Agreement to:
(a) the Offshore Collateral Agent, the Borrower or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees and, in the case of the Offshore Collateral Agent, any person for the time being appointed as Offshore Collateral Agent in accordance with the Finance Documents;
(b) assets includes present and future properties, assets, revenues and rights of every description;
(c) the Common Terms Agreement or any other agreement or instrument is a reference to the Common Terms Agreement or other agreement or instrument as amended, novated, supplemented, extended or restated, however fundamentally;
(d) a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;
(e) a provision of law is a reference to that provision as amended or re-enacted;
(f) any applicable law or regulation which is a regulation or directive of the EU or which is an EU Treaty (as such expression is defined in the ECA) and which is given effect in the United Kingdom under the ECA includes a reference to any other applicable law or

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regulation in force in the United Kingdom at any time after the repeal of the ECA which is intended to give effect to the provisions of such regulation, directive of the EU or EU Treaty;

(g) a time of day shall be a reference to London time;
(h) words importing the plural include the singular and vice versa;
(i) clauses and Schedules are to be construed as references to clauses of and schedules to this Deed;
(j) the term including shall be construed as meaning including without limitation;
(k) clause and Schedule headings are for ease of reference only.
1.3 An Event of Default or an Insurer Default is continuing if it has not been remedied or waived in accordance with the terms of the Finance Documents.
1.4 Where this Deed imposes an obligation on the Insurer to do something if required or requested by the Offshore Collateral Agent, it will do so promptly after it becomes aware of the requirement or request or otherwise within any prescribed time period.
1.5 It is intended that this document takes effect as a deed even though the Offshore Collateral Agent may only execute it under hand.
1.6 The Borrower acknowledges and agrees that the Offshore Collateral Agent is entering into this Deed as Offshore Collateral Agent under the Collateral Agency and Intercreditor Deed. As such, the Offshore Collateral Agent shall be entitled, in performing any of its duties under this Deed, to all rights, privileges, protections, immunities and limitations of liability provided to the Offshore Collateral Agent under the Collateral Agency and Intercreditor Deed, which rights, privileges, protections, immunities and limitations are specifically incorporated herein by this reference therein

Parties and third parties

1.7 The Rights expressly conferred on each of the Finance Parties, each Receiver, each Delegate and each Officer of the Offshore Collateral Agent or a Receiver under this Deed are enforceable by each of them under the Third Parties Act.
1.8 No other term of this Deed is enforceable under the Third Parties Act by anyone who is not a Party.

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1.9 The parties to this Deed may terminate this Deed or vary any of its terms without the consent of any third party. However, they may not terminate this Deed or vary any of its terms if this would have the effect of terminating or adversely affecting:
(a) the Rights of the Offshore Collateral Agent or any Secured Creditor under this Deed without its consent; or
(b) the Rights of a Receiver or of an Officer or a Delegate of the Offshore Collateral Agent or a Receiver under this Deed without its consent, but only to the extent that it has notified the Offshore Collateral Agent that it intends to enforce that clause at the time of the termination or variation.

2 Payment of claims monies

2.1 The Insurer shall procure that, until the Termination Date:
(a) all amounts payable by any Counterparty to the Insurer under the Reinsurances shall be paid without any deduction or set-off whatsoever from the agreed claim figure to the following accounts:

Compensation Account

Account number

Bank:

unless and until the relevant Counterparty receives written notice from the Offshore Collateral Agent to the contrary, in which event the Counterparty shall make all future payments as then directed by the Offshore Collateral Agent; and

(b) policies payable for the benefit of a third party shall be paid directly to the person whose claim(s) constitute(s) the risk of liability insured against; provided, that such person has executed a full and final discharge of all claims made against the Insureds in respect of the risk or liability in relation to which the claim was made; and
(c) in cases where (notwithstanding the Reinsurances terms to the contrary) Insurer accepts liability to indemnify the Insured in respect of the claims or liabilities which the Insured has settled directly with the claimant, payment under the Reinsurances of such sums shall be made to the following account:

Compensation Account

Account number

Bank:

or to such other account in accordance with the instructions of the Onshore Collateral Agent.

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Security

3 Assignment

3.1 The assignment contained in this clause 3:
(a) is given to the Offshore Collateral Agent;
(b) secures the payment and discharge of the Secured Obligations; and
(c) is given with full title guarantee.
3.2 The Insurer assigns the Assigned Property to the Offshore Collateral Agent.
3.3 If the Rights of the Insurer in any Reinsurance cannot be secured without the consent of a Counterparty (and such consent has not been obtained):
(a) the Insurer must notify the Offshore Collateral Agent promptly;
(b) the Security created under this Deed will secure all amounts which the Insurer may receive, or has received, under that Reinsurance but exclude any other Rights in respect of the Reinsurance itself; and
(c) unless the Offshore Collateral Agent otherwise requires, the Insurer must obtain the consent of the Counterparty.

4 Restrictions and undertakings

4.1 Except for this Deed, the Insurer shall not dispose of any of the Assigned Property and shall not create or permit to subsist any Security over any of the Assigned Property.
4.2 [The Insurer must effect and maintain the Reinsurances as set out in Schedule 4 (Summary of Reinsurances).] [The Insurer shall at all times reinsure the risks and liabilities under the Underlying Insurances:
(a) in respect of at least ninety-nine per. cent (99%) of the Insurer's liabilities under the Underlying Insurances (or such lower percentage as is permitted under the Common Terms Agreement or as the Offshore Collateral Agent may otherwise approve); and
(b) on the following terms:
- (i) the reinsurance coverage required by this clause 4 must be:
  - (A) in the name of the Insurer alone and no other person;

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     - (B) in the same currency as the Insurances;

     - (C) placed and maintained through such insurance brokers or direct with such reputable reinsurers as is permitted under the Common Terms Agreement or as are otherwise acceptable to the Offshore Collateral Agent;

     - (D) placed on a facultative basis and with a governing law approved by the Offshore Collateral Agent; and

     - (E) in such form and on such terms and for such amounts as is permitted under the Common Terms Agreement or as may be otherwise approved from time to time by the Offshore Collateral Agent; and

  - (ii) the aggregate amount of any excess or deductible under the Reinsurances must not exceed an amount as is permitted under the Common Terms Agreement or otherwise approved by the Offshore Collateral Agent.]

4.3 The Insurer shall:
(a) punctually pay all premiums and other sums payable under each Reinsurance;
(b) unless the Offshore Collateral Agent is satisfied that equivalent protection is afforded by the terms of the relevant Reinsurance and/or any applicable law, procure that the brokers through whom the Reinsurance has been procured or the reinsurers deliver to the Offshore Collateral Agent letters of undertaking in [substantially the same form attached as Schedule []][a form approved by the Offshore Collateral Agent (having regard to general reinsurance market practice at the time of issue of such letter of undertaking) promptly after each Reinsurance is placed or renewed];
(c) no later than sixty days before each Renewal Date, deliver to the Offshore Collateral Agent a notice stating the names of the brokers and reinsurers proposed to be used for the renewal of the relevant Reinsurances and the amounts, risks and terms in, against and on which the relevant Reinsurances are proposed to be renewed;
(d) renew each Reinsurance on or before its Renewal Date in a manner and on terms which comply with this clause 4;
(e) procure that the interest of the Offshore Collateral Agent as assignee of the Reinsurances is duly noted and endorsed upon all cover notes or policies issued or to be issued in connection with the Reinsurances by the incorporation of the Finance Parties’ Endorsements; and
(f) comply with all Obligations applicable to the Reinsurances.

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4.4 The Insurer shall not:
(a) make or agree to make any amendments, waivers, variations or changes to or in connection with any Reinsurance including, without limitation, agreeing to any change in the identity of any Counterparty;
(b) at any time, do (or omit to do) anything whereby any of the Reinsurances may be rendered void, or unenforceable, or which may result in any reinsurer being relieved of liability in whole or in part (whether temporary or not) or which may otherwise, in relation to a claim under any such policy, result in sums paid out under any such policy being repayable in whole or in part; or
(c) create or permit any rights of set-off or similar rights on or over payments by a Counterparty under the Reinsurances,

without the consent of the Offshore Collateral Agent.

4.5 The Insurer shall provide to the Offshore Collateral Agent:
(a) promptly following receipt of a written request from the Offshore Collateral Agent, such information regarding the Reinsurances as the Offshore Collateral Agent may request;
(b) on each Renewal Date and, at any other time upon receipt of a written request from the Offshore Collateral Agent to that effect, evidence of payment of premiums and other sums payable under each Reinsurance;
(c) promptly after they have been placed or renewed, copies of all policies and other documentation issued by brokers and reinsurers in connection with the Reinsurances;
(d) promptly, copies of all written communications between the Insurer and the brokers and reinsurers relating to any of the Reinsurances;
(e) promptly, all documents and other information required by the Offshore Collateral Agent to assist the Offshore Collateral Agent in trying to collect or recover any claims under the Reinsurances; and
(f) as soon as it becomes aware of any matter which might reasonably be expected to have an adverse effect on the rights of the Offshore Collateral Agent under this Deed, details of such matter.

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5 Perfection

General action

5.1 Each of the Insurer and the Borrower will, at the cost of the Borrower, create all such Security, execute all such documents, give all such notices, effect all such registrations, deposit all such documents and do all such other things as the Offshore Collateral Agent may require from time to time in order to:
(a) ensure that the Offshore Collateral Agent has an effective first-ranking assignment by way of security over the Assigned Property; and
(b) facilitate the enforcement of the Security created under this Deed, the realisation of the Assigned Property or the exercise of any Rights held by the Offshore Collateral Agent or any Receiver under or in connection with the Security created under this Deed.
5.2 The scope of clause 5.1 is not limited by the specific provisions of the rest of this clause 5 or by any other provision of this Deed.

Notice of assignment

5.3 The Insurer shall, at the cost of the Borrower, upon execution of this Deed and, in respect of any Reinsurance entered into after the date of this Deed, promptly and in any event no later than 3 Business Days after entering into any such Reinsurance:
(a) deliver (or procure that the broker through whom the Reinsurances are placed, delivers) a Notice of Assignment to each Counterparty and promptly provide evidence of such delivery, to the Offshore Collateral Agent;
(b) use its reasonable endeavours to deliver, or procure the delivery, to the Offshore Collateral Agent of, an Acknowledgement executed by each Counterparty as soon as reasonably practicable; and
(c) obtain any and all consents or approvals necessary for the Insurer to assign the Reinsurances and in order to perfect such assignment under the laws of England and Wales.

Subsequent security

5.4 If the Offshore Collateral Agent receives notice that any Security has been created over the Assigned Property, the Offshore Collateral Agent will be treated as if it had immediately opened a new account for the Insurer, and all payments received by the Offshore Collateral Agent from the Insurer will be treated as if they had been credited to the new account and will not reduce the amount then due from the Insurer to the Offshore Collateral Agent.

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Enforcement

6 Enforcement

Time for enforcement

6.1 The Offshore Collateral Agent may enforce the Security created by or pursuant to this Deed at any time which is an Enforcement Time or if the Insurer requests it to do so subject to and in accordance with the Collateral Agency and Intercreditor Deed.

Methods of Enforcement

6.2 The Offshore Collateral Agent may enforce the Security created by this Deed in any way it may decide by exercising any powers conferred on it by law or by this Deed including by:
(a) requiring that all documents and records relating to the Reinsurances be delivered immediately to the Offshore Collateral Agent or its nominee;
(b) collecting, recovering and giving a good discharge for any moneys or claims in respect of the Assigned Property and permitting any brokers through whom collection or recovery is effected to charge the usual brokerage for doing so;
(c) settling, referring to arbitration, compromising and arranging any claims, accounts, disputes, questions and demands with or by any person relating to the Assigned Property;
(d) bringing, prosecuting, defending or abandoning any action, suit or proceedings in relation to the Assigned Property;
(e) doing anything incidental or conducive to the exercise of its rights as assignee of the Assigned Property;
(f) appointing a Receiver of all or any part of the Assigned Property; and/or
(g) receiving the benefit of or selling the Assigned Property or giving notice to any person in relation to the Assigned Property.
6.3 A Receiver must be appointed by an instrument in writing, and otherwise in accordance with the Insolvency Legislation.
6.4 The appointment of a Receiver may be made subject to such limitations as are specified by the Offshore Collateral Agent in the appointment.
6.5 If more than one person is appointed as a Receiver, each person will have power to act independently of any other, except to the extent that the Offshore Collateral Agent may specify to the contrary in the appointment.

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6.6 Subject to the Insolvency Legislation, the Offshore Collateral Agent may remove or replace any Receiver.
6.7 If required by the Insolvency Legislation, a Receiver must be a person qualified to act as such under it.

Powers on enforcement

6.8 A Receiver will have the following powers in respect of the Assigned Property:
(a) the powers given to an administrative receiver by the Insolvency Legislation;
(b) the powers given to a mortgagee or a receiver by the Law of Property Act 1925, but without the restrictions contained in section 103 of that Act; and
(c) the power to do, or omit to do, on behalf of the Insurer, anything which the Insurer itself could have done, or omitted to do, if the Assigned Property were not the subject of Security and the Insurer were not in insolvency proceedings.
6.9 The Offshore Collateral Agent will, if it enforces the Security created by this Deed itself, have the same powers as a Receiver in respect of the assets which are the subject of the enforcement.
6.10 Except to the extent provided by law, none of the powers described in this clause 6 will be affected by an Insolvency Event in relation to the Insurer.

Status and remuneration of Receiver

6.11 A Receiver will be the agent of the Insurer until the Insurer goes into liquidation. A Receiver will have no authority to act as agent for the Offshore Collateral Agent, even in the liquidation of the Insurer. The Offshore Collateral Agent will not be responsible or liable for a Receiver’s acts, defaults, omissions, losses, contracts engagements or the remuneration of a Receiver or for any liabilities incurred by a Receiver,
6.12 The Offshore Collateral Agent may from time to time determine the remuneration of any Receiver.

Third parties

6.13 A person dealing with the Offshore Collateral Agent or with a Receiver is entitled to assume, unless it has actual knowledge to the contrary, that:
(a) those persons have the power to do those things which they are purporting to do; and
(b) they are exercising their powers properly.

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7 Application of proceeds

7.1 All money received by the Offshore Collateral Agent or a Receiver under or in connection with this Deed (whether during, or before, enforcement of the Security created under this Deed) will, subject to the rights of any persons having priority, be applied in such order as is required by the Collateral Agency and Intercreditor Deed (and, if any of the Secured Obligations are not then payable, by payment into a suspense account until they become payable).
7.2 Such payment shall be deemed to satisfy, pro tanto, the obligation of the Insurer to pay such amounts under the Insurances unless the Insurer has already paid such amounts to the Offshore Collateral Agent under the Insurances, in which case the Offshore Collateral Agent shall pay such proceeds to the Insurer.

Representations and Undertakings

8 Representations

8.1 The Insurer makes the representations and warranties set out in this clause 8 to the Offshore Collateral Agent.
8.2 The Insurer is the sole legal and beneficial owner of the Assigned Property free from any Security except this Deed.
8.3 The Insurer has not entered into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary, to sell, transfer, assign or otherwise dispose of, all or any part of the Assigned Property.
8.4 There are no restrictions on the Insurer’s ability to assign the Assigned Property, whether contained in the Underlying Insurances, the Reinsurances or in any other document.
8.5 No payment which may become due to the Insurer by any other party to any of the Reinsurances is subject to any right of set-off or similar right.
8.6 The Security created by this Deed has or will have first ranking priority and is not subject to any prior ranking or pari passu ranking Security.
8.7 The Insurer has complied with all duties of disclosure to the reinsurers and has not made any misrepresentation to the reinsurers as to any matter pertaining to the Underlying Insurances or the Reinsurances.
8.8 The Reinsurances which have been effected by the Insurer are in full force and effect and all premiums due in respect of the Reinsurances have been paid when due.

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8.9 The Insurer is a limited liability corporation, duly incorporated and validly existing under the laws of its jurisdiction of incorporation.
8.10 The Insurer has the power to own its assets and carry on its business as it is currently being conducted.
8.11 Subject in each case to any general principles of law limiting the Insurer’s obligations specifically referred to in any legal opinion delivered under the Finance Documents:
(a) the obligations expressed to be assumed by the Insurer in this Deed, the Underlying Insurances and the Reinsurances are legal, valid, binding and enforceable obligations; and
(b) (without limiting the generality of paragraph (a) above) this Deed creates the Security which this Deed purports to create and that Security is valid and effective.
8.12 The entry into and performance by the Insurer of, and the transactions contemplated by this Deed and the granting of the Security purported to be created by, this Deed do not and will not conflict with:
(a) any law or regulation applicable to the Insurer;
(b) the constitutional documents of the Insurer; or
(c) any agreement or other instrument binding upon the Insurer or its assets or constitute a default or termination event (howsoever described) under any such agreement or instrument.
8.13 The Insurer has power and authority to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, this Deed, the Underlying Insurances and the Reinsurances.
8.14 No limit on the Insurer's powers will be exceeded as a result of any transaction contemplated by this Deed.
8.15 All authorisations required:
(a) to enable the Insurer to lawfully enter into, exercise its rights and comply with its obligations under this Deed;
(b) to make this Deed admissible in evidence in its jurisdiction of incorporation; and
(c) to ensure that the Security created under this Deed has the priority and ranking contemplated by it,

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have been obtained or effected and are in full force and effect.

8.16 The choice of English law as the governing law of this Deed will be recognised and enforced in the Insurer's jurisdiction of incorporation.
8.17 Any judgment obtained in England in relation to this Deed will be recognised and enforced in the Insurer's jurisdiction of incorporation.
8.18 No Insolvency Event has occurred in relation to, or been threatened against, the Insurer.
8.19 It is not necessary that this Deed be filed, recorded or enrolled with any court or other authority or that any stamp, registration, notarial or similar taxes or fees be paid on or in relation to this Deed or the transactions contemplated by this Deed [except any filing, recording or enrolling or any tax or fee and which will be made and/or paid promptly after the date of this Deed].
8.20 The Insurer is not required under any applicable law or regulation to make any deduction for or on account of tax from any payment it may make under this Deed or the Insurances.
8.21 Any information provided by the Insurer in relation to the Underlying Insurances and the Reinsurances is true and accurate in all material respects at the time it was given or made and there are no facts or circumstances or any other information which could make such information incomplete, untrue, inaccurate or misleading in any material respect.
8.22 Neither the Insurer nor any of its assets is immune to any legal action or proceeding.
8.23 The representations and warranties made under this clause 8 are deemed to be repeated on the date of this Deed and on each date when a Reinsurance is placed, renewed or replaced.
8.24 Each such representation or warranty deemed to be made after the date of this Deed shall be deemed to be made by reference to the facts and circumstances then existing at the date the representation or warranty is deemed to be made.

Miscellaneous

9 Finance Parties not liable

9.1 Neither any assignment provided for or referred to in this Deed nor anything arising out of or done under or in connection with this Deed, the Underlying Insurances or the Reinsurances shall cause the Offshore Collateral Agent to be under any obligation or liability to any person (including the parties to this Deed) to:
(a) perform any other Party's Obligations under this Deed, the Underlying Insurances or the Reinsurances;

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(b) enforce payment or performance of any Obligations of any Party under this Deed, the Underlying Insurances or the Reinsurances;
(c) make any enquiry as to the nature or sufficiency of any payment received by it under or in respect of this Deed, the Underlying Insurances or the Reinsurances;
(d) make any claim or take any action to collect any moneys;
(e) exercise any of the Rights assigned to it pursuant to this Deed; or
(f) make any payment in respect of this Deed, the Reinsurances or the Underlying Insurances.
9.2 The Borrower and the Finance Parties may exchange between themselves any information relating to the Insurer, the Underlying Insurances and the Reinsurances.
9.3 Until notification otherwise by the Offshore Collateral Agent to the Insurer and the Reinsurer, the Insurer shall be entitled to continue to deal with each Counterparty in relation to all aspects of the Reinsurances including, without limitation, receiving and sending notices from and to each Counterparty, but excluding the right to receive payments under the Reinsurances.

10 Duration of the security

10.1 The Obligations of the Insurer under this Deed and the Security created under this Deed will continue until the Termination Date, regardless of any intermediate payment or discharge in whole or in part.
10.2 If any payment by the Insurer or any other Security provider or any release given by the Offshore Collateral Agent (whether in respect of the Secured Obligations or any Security for them or otherwise) is avoided or reduced as a result of insolvency or any similar event:
(a) the liability of the Insurer under this Deed will continue as if the payment, release, avoidance or reduction had not occurred; and
(b) the Offshore Collateral Agent will be entitled to recover the value or amount of that security or payment from the Insurer, as if the payment, release, avoidance or reduction had not occurred.
10.3 Section 93 of the Law of Property Act 1925 will not apply to this Deed.

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11 Third party security protections

Waiver of defences

11.1 The obligations of the Insurer under this Deed will not be affected by an act, omission, matter or thing which, but for this clause, would reduce, release or prejudice any of its obligations under this Deed (without limitation and whether or not known to it or to the Offshore Collateral Agent), including:

(a) any time, waiver or consent granted to, or composition with, the Borrower or any other person;
(b) the release of the Borrower or any other person;
(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Borrower or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Borrower or any other person;
(e) any amendment (however fundamental) or replacement of a Finance Document or any other document or security;
(f) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or
(g) any insolvency or similar proceedings.

Immediate recourse

11.2 The Insurer waives any right it may have of first requiring a Secured Creditor (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Insurer under this Deed. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

Appropriations

11.3 Until the Secured Obligations have been irrevocably and unconditionally paid or discharged in full, a Secured Creditor (or any trustee or agent on its behalf) or a Receiver may:
(a) refrain from applying or enforcing any other money, security or Rights held or received by it (or any trustee or agent on its behalf) in respect of the Secured Obligations, or apply

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and enforce the same in the manner and order it thinks fit (whether against those amounts or otherwise) and the Insurer will not be entitled to the benefit of the same; and

(b) hold in an interest-bearing suspense account any money received from the Insurer or on account of the Insurer’s liability under this Deed.

Deferral of Insurer’s rights

11.4 Unless the Offshore Collateral Agent otherwise directs, the Insurer will not exercise any Rights (including rights of set-off) which it may have by reason of performance by it of its obligations under this Deed, the Underlying Insurances or the Reinsurances or by reason of any amount being payable, or liability arising, under this Deed, the Underlying Insurances or the Reinsurances:
(a) to be indemnified or reimbursed by the Borrower;
(b) to claim any contribution from any other obligor in relation to the Borrower's obligations under the Finance Documents;
(c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of a Secured Creditor under the Finance Documents or of any other guarantee or security taken under, or in connection with, the Finance Documents by a Secured Creditor;
(d) to bring legal or other proceedings for an order requiring the Borrower to make any payment, or perform any obligation, in respect of which the Insurer has given a guarantee, undertaking or indemnity under this Deed;
(e) to exercise any right of set-off against the Borrower; and/or
(f) to claim or prove as a creditor of the Borrower in competition with the Finance Parties.
11.5 If the Insurer receives any benefit, payment or distribution in relation to such Rights it will promptly pay an equal amount to the Offshore Collateral Agent for application in accordance with this Deed.
11.6 Clauses 11.5 and 11.6 only apply until the Termination Date.
11.7 This Deed is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by the Finance Parties.

12 Payments

12.1 All payments by the Insurer under this Deed will be made in full, without any set-off or other deduction.

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12.2	If any tax or other sum must be deducted from any amount payable by the Insurer under this
	Deed, the Insurer will pay such additional amounts as are necessary to ensure that the recipient
	receives a net amount equal to the full amount it would have received before such deductions.
12.3	All amounts payable by the Insurer under this Deed are exclusive of Taxes. The Insurer will, in
	addition, pay any applicable Taxes on those amounts.
12.4	If the Insurer fails to make a payment to a person under this Deed, it will pay interest to that
	person on the amount concerned at the Default Rate from the date it should have made the
	payment until the date of payment (after, as well as before, judgment).
12.5	No payment by the Insurer (whether under a court order or otherwise) will discharge an
	Obligation of the Insurer unless and until the Offshore Collateral Agent has received payment in
	full in the currency in which that Obligation is denominated. If, on conversion into that currency,
	the amount of the payment falls short of the amount of the Obligation concerned, the Offshore
	Collateral Agent will have a separate cause of action against the Insurer for the shortfall.
12.6	Any certification or determination by the Offshore Collateral Agent of an amount payable by the
	Insurer under this Deed is, in the absence of manifest error, conclusive evidence of that amount.
13	Remedies
13.1	The Rights created by this Deed are in addition to any other Rights of the Offshore Collateral
	Agent against the Insurer or any other security provider under any other documentation, the
	general law or otherwise. They will not merge with or limit those other Rights, and are not
	limited by them.
13.2	No failure by the Offshore Collateral Agent to exercise any Right under this Deed will operate as
	a waiver of that Right. Nor will a single or partial exercise of a Right by the Offshore Collateral
	Agent preclude its further exercise.
13.3	If, at any time, any provision of this Deed is or becomes illegal, invalid or unenforceable in any
	respect under any law of any jurisdiction, neither the legality, validity or enforceability of the
	remaining provisions nor the legality, validity or enforceability of that provision in any other
	respect or under the law of any other jurisdiction will be affected or impaired in any way.
13.4	Neither the Offshore Collateral Agent nor a Receiver nor any of their Officers or Delegates will
	be in any way liable or responsible to the Borrower for any loss or liability of any kind arising
	from any act or omission by it of any kind (whether as mortgagee in possession or otherwise) in
	relation to the Charged Assets, except to the extent caused by its own negligence, wilful
	misconduct or fraud.

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14 Expenses, liability and indemnity

Costs and expenses

14.1 The Borrower will, on demand, pay all legal and other costs and expenses (including any stamp duty, registration or other similar taxes) incurred by the Offshore Collateral Agent or by any Receiver or Delegate in connection with the Security created pursuant to this Deed. This includes any costs and expenses relating to the execution, perfection, enforcement or preservation of the Assigned Property and/or Security created pursuant to this Deed and any amendment, waiver, consent or release required in connection with the Security created pursuant to this Deed

No liability or costs

14.2 Neither the Offshore Collateral Agent nor a Receiver nor any of their Officers or Delegates will be in any way liable or responsible to the Insurer for any loss or liability of any kind arising from any act or omission by it of any kind (whether as mortgagee in possession or otherwise) in relation to the Assigned Property, except to the extent caused by its own negligence, wilful misconduct or fraud.

Indemnity to the Offshore Collateral Agent

14.3 The Borrower will, on demand, indemnify each of the Offshore Collateral Agent, a Receiver and their respective Officers or Delegates in respect of all costs, expenses, losses or liabilities of any kind which it incurs or suffers in connection with:
(a) anything done or omitted in the exercise of the powers conferred on it under this Deed, unless it was caused by its fraud, negligence or wilful misconduct; or
(b) a claim of any kind (whether relating to the environment or otherwise) made against it which would not have arisen if the Security created pursuant to this Deed had not been granted and which was not caused by its fraud, negligence or wilful misconduct.

15 Power of attorney

15.1 The Insurer by way of security irrevocably appoints each of the Offshore Collateral Agent and any Receiver severally to be its attorney (with full powers of substitution) in its name and on its behalf to do all things which the attorney may consider necessary or desirable to enable it:
(a) to perform any action which the Insurer is obliged to take under this Deed;
(b) to exercise any of the Rights, powers and authorities conferred on it by this Deed or by law;

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(c) to carry out any obligation or exercise any right under any of the Reinsurances in order to make, or to take any step necessary to pursue, any claims in relation to the Reinsurances; or
(d) to record this Deed and any document executed pursuant to clause 5 (Perfection) in any court, public office or elsewhere.
15.2 The power of attorney in this clause 14 may be exercised at any time and the Insurer ratifies and confirms whatever the attorney does or purports to do under clause 15.1.

16 Transfers

Offshore Collateral Agent

16.1 The Offshore Collateral Agent may be replaced by a successor in accordance with the Collateral Agency and Intercreditor Deed.
16.2 On the date of its appointment, the successor Offshore Collateral Agent will assume all the Rights and Obligations of the retiring Offshore Collateral Agent. However, this does not apply to any Obligations of the retiring Offshore Collateral Agent which arise out of its acts or omissions as Offshore Collateral Agent before the appointment of the successor, in respect of which the retiring Offshore Collateral Agent will continue to have the Obligations imposed by, and the Rights contained in, this Deed and the Collateral Agency and Intercreditor Deed.
16.3 The retiring Offshore Collateral Agent will, at the Borrower’s expense, provide its successor with copies of those of its records as Offshore Collateral Agent as its successor properly requires to perform its functions as Offshore Collateral Agent.
16.4 The Offshore Collateral Agent may disclose information concerning the Insurer, the Underlying Insurances and the Reinsurances to any successor or proposed successor of the Offshore Collateral Agent. No Assignment by Insurer or the Borrower
16.5 Subject to clause 15.6, neither the Insurer nor the Borrower shall assign or transfer all or any of its Rights or Obligations under this Deed, without the prior written consent of the Offshore Collateral Agent.
16.6 The Borrower may assign or transfer all or any of its Rights or Obligations under this Deed to the Offshore Collateral Agent.

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17 Notices

17.1 Any notice or other communication to a Party must be in writing. It must be addressed for the attention of such person, and sent to such address or fax number as that Party may from time to time notify to the other Parties. It will be deemed to have been received by the relevant Party on receipt at that address or fax number.
17.2 The initial administrative details of the Parties are contained in Schedule 1 ( Initial administrative details of the Parties ) but a Party may amend its own details at any time by notice to the other Parties.
17.3 Any notice to the Insurer may alternatively be sent to its registered office or to any of its places of business or to any of its directors or its company secretary; and it will be deemed to have been received when delivered to any such places or persons.

18 Counterparts

This Deed may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Deed.

19 Contractual recognition of bail-in

19.1 Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:
(a) any Bail-In Action in relation to any such liability, including (without limitation):
- (i) a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;
- (ii) a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and
- (iii) a cancellation of any such liability; and
(b) a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.
19.2 For the purposes of this clause:

Bail-In Action means the exercise of any Write-down and Conversion Powers.

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Bail-In Legislation means:

(a) in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; ; and
(b) in relation to any other state, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

EEA Member Country means any member state of the European Union, Iceland, Liechtenstein and Norway.

EU Bail-In Legislation Schedule means the document described as such and published by the Loan Market Association (or any successor person) from time to time.

Resolution Authority means any body which has authority to exercise any Write-down and Conversion Powers.

Write-down and Conversion Powers means:

(c) in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; and
(d) in relation to any other applicable Bail-In Legislation:
(i) any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and
(ii) any similar or analogous powers under that Bail-In Legislation.

20 Law

This Deed and any non-contractual obligations connected with it are governed by English law.

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21 Jurisdiction

21.1 Jurisdiction of English courts

(a) The courts of England have exclusive jurisdiction to settle any dispute arising out of, or in connection with, this Deed or any non-contractual obligations connected with this Deed (including a dispute regarding the existence, validity or termination of or any noncontractual obligation arising out of or in connection with this Deed) (a Dispute ).
(b) The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly that they will not argue to the contrary.
(c) This clause 21.1 is for the benefit of the Finance Parties only. As a result, no Secured Creditor shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.

21.2 Service of process

(a) Without prejudice to any other mode of service allowed under any relevant law, the Insurer:
(i) irrevocably appoints [] as its agent for service of process in relation to any proceedings before the English courts in connection with this Deed; and
(ii) agrees that failure by an agent for service of process to notify the Insurer of the process will not invalidate the proceedings concerned.
(b) If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Insurer must immediately (and in any event within [] days of such event taking place) appoint another agent on terms acceptable to the Offshore Collateral Agent. Failing this, the Offshore Collateral Agent may appoint another agent for this purpose.

21.3 Waiver of Immunity

The Insurer irrevocably and unconditionally:

(a) agrees not to claim in any jurisdiction, for itself or in respect of its assets, immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process and waives such present or future immunity, whether claimed or not; and

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(b) consents generally to the giving of any relief or the issue of any process in connection with any proceedings, including the making, enforcement or execution against any property of any nature (irrespective of its use or intended use) of any order or judgement which may be made or given in any proceedings.

This Deed has been executed as a deed, and it has been delivered on the date stated at the beginning of this Deed.

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Schedule 1 Initial administrative details of the Parties

Party	Address	Fax number	Attention
Insurer
Offshore Collateral Agent
Borrower

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Schedule 2

Notice and acknowledgement of assignment

To: [ Reinsurers ]

[]

Dear Sirs:

NOTICE OF ASSIGNMENT

[Insert Policy No. and other details of Policy of Reinsurance and each confirmation of cover, market reform contract or other evidence] (the Reinsurance Policy )

[Insert Policy No. and other details of Policy of Insurance] (the Insurance Policy )

1 By an assignment dated [●] entered into by [●] (the Insurer ) in favour of [●] (the Offshore Collateral Agent ), the Insurer has assigned to the Offshore Collateral Agent all of its present and future rights under or in respect of the Reinsurance Policy (including all moneys which at any time may become payable to the Insurer under the Reinsurance Policy and the proceeds of all claims and returns on premium) (the Assignment ).
2 A copy of the Assignment is enclosed, and we request that you take note of the provisions of the Assignment.
3 Unless defined in this notice (the Notice ), terms defined in the Assignment shall have the same meanings in this Notice.
4 The Insurer and the Offshore Collateral Agent irrevocably authorise and instruct you (and in consideration of your selection as a reinsurer to the project, you agree) to pay all reinsurance claims monies payable by you to the Insurer without any deduction or set-off whatsoever from the agreed claim figure as follows:
(a) all amounts payable by any Counterparty to the Insurer under the Reinsurances shall be paid without any deduction or set-off whatsoever from the agreed claim figure to the following accounts:

Compensation Account

Account number

Bank:

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(b) policies payable for the benefit of a third party shall be paid directly to the person whose claim(s) constitute(s) the risk of liability insured against; provided, that such person has executed a full and final discharge of all claims made against the Insureds in respect of the risk or liability in relation to which the claim was made; and
(c) in cases where (notwithstanding the Reinsurances terms to the contrary) Insurer accepts liability to indemnify the Insured in respect of the claims or liabilities which the Insured has settled directly with the claimant, payment under the Reinsurances of such sums shall be made to the following account:

Compensation Account

Account number

Bank:

or to such other account in accordance with the instructions of the Onshore Collateral Agent.

5 Payment by you in accordance with paragraph 4 shall automatically discharge your liability to the Insurer under the Reinsurances [for your proportionate share] to the extent of such payment.
6 Until the Offshore Collateral Agent notifies you otherwise, the Insurer shall be entitled to deal with you in relation to all aspects of the Reinsurances including without limitation receiving and sending notices from and to you, but excluding the right to receive payments under the Reinsurances, which must be made in accordance with paragraph 4 above.
7 Following notification by the Offshore Collateral Agent to you, the Offshore Collateral Agent may immediately exercise all its powers and remedies and enforce all or part of this Security by law and under the Assignment in any manner it sees fit.
8 The Insurer remains liable for its obligations under the Reinsurance Policy. None of the Offshore Collateral Agent, any of its agents or assigns, any Receiver or any other person has any obligations under it.
9 If, notwithstanding the parties' intentions, the Insurer at any time and for any reason receives payment of any monies from you in respect of or relating to the reinsurance of any insurance in breach of paragraph 4, those monies shall be received and held by the Insurer on behalf of and for the benefit of the Insureds in accordance with their respective interests in the insurance concerned.
10 By executing the attached acknowledgement to this Notice, you agree that:
(a) you shall accept any payment of premium, call or other sum payable in respect of the Reinsurance Policy from the Insurer’s broker or the Offshore Collateral Agent and such

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payment shall, to the extent of such payment, discharge (i) the liability of the Borrower to pay premium to the Insurer, and (ii) the Insurer’s liability to pay premium to you;

(b) the Insureds shall be entitled by virtue of the Third Parties Act to enforce the benefit of the Reinsurance Policy; and
(c) your obligation is to pay out under the Reinsurance Policy and in accordance with the loss payment provisions of the Reinsurance Policy arising when the Insurer’s reinsured liability becomes payable (whether by agreement or compromise by the Insurer of a claim, court order or arbitral award) and is not dependent on the Insurer having actually paid a claim or settled a liability to the Insureds.
11 Please note that:
(a) you are authorised to disclose to the Offshore Collateral Agent on request any information relating to the Reinsurance Policy or any claim under it to which the Insurer is entitled as an insured party; and
(b) any notice given by you under or in respect of the Reinsurance Policy should be copied to the Offshore Collateral Agent at the address listed with its signature to this Notice (or to such other addresses as the Offshore Collateral Agent may notify to you from time to time).
12 Please acknowledge receipt of this Notice and confirm that you have read and understood it fully and that you have not received any other notice of assignment or other security interest in the Reinsurance Policy by signing and returning to us the enclosed duplicate of this Notice.
13 For the avoidance of doubt, on behalf of the Insurer and the Offshore Collateral Agent, it is confirmed that, save as specifically provided in the Assignment or this Notice, nothing in either or both of the Assignment and this Notice extend to the Insurer or the Offshore Collateral Agent any rights greater than those set out in the Reinsurance Policy.
14 This Notice may be executed in any number of counterparts, and such execution has the same effect as if the signatures on the counterparts were on a single copy of this Notice.
15 This Notice and any non-contractual obligations connected with it are governed by English law.

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Yours faithfully

For and on behalf of [ ]

(the Insurer )

By:

Address:	[]
Attention:	[]
Tel No.:	[]
Facsimile No.:	[]
E-mail:	[]

SIGNED for and on behalf of

BNP Paribas, in its capacity as Offshore Collateral Agent for the Finance Parties (the Offshore Collateral Agent )

By: [ Name: [

Authorised Signatory

By: [] Name: []

Authorised Signatory

Attention: Loan Servicing Dept.

Email: Redacted: Personal Information Telephone: Redacted: Fax: NA

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Part A

ACKNOWLEDGEMENT OF ASSIGNMENT

We hereby acknowledge receipt from [] (the Insurer ) of the attached notice dated [] (the Notice ) and a copy of the Assignment advising that an assignment of the Insurer's rights under the Reinsurance Policy (as defined in the Notice) has taken place and hereby confirm that we have read and understood fully the Notice and that we will pay all sums due under or in respect of the Reinsurance Policy as directed in the Notice. We have not received any other notice of assignment or other security interest in the Reinsurance Policy and we have neither claimed nor exercised, nor will claim or exercise, any security interest, set-off, counterclaim or other right in respect of the Reinsurance Policy. We hereby acknowledge the assignment to which the Notice refers and the terms of the Notice, and confirm that, subject only to the terms of the Notice, the original terms of the Reinsurance Policy shall remain unamended (unless the prior written consent of the Offshore Collateral Agent is obtained for any such amendment).

This Acknowledgement and any non-contractual obligations connected with it are governed by English law.

If you have any other queries please do not hesitate to contact us.

Yours faithfully,

By: _____ Signed on behalf of [ Reinsurer ]

Print name: [] Address: [] Date: []

K92

Schedule 3

Summary of Insurances

[]

K93

Schedule 4

Summary of Reinsurances

[]

K94

SIGNATORIES

THE INSURER

Executed as a deed by [ NAME OF INSURER ] acting by: ……………………. [Director] in the presence of: ……………………. Name of witness: Address: THE BORROWER Executed as a deed by MANTOVERDE S.A. acting by: ……………………. [Director] in the presence of: ……………………. Name of witness: Address:

K95

OFFSHORE COLLATERAL AGENT

Executed as a deed by

BNP PARIBAS

acting by: acting by:

……………………. Authorised Signatory

SCHEDULE L FORM OF TRANSFER CERTIFICATE

(Delivered pursuant to Section 12.1(c) ( Assignment by Senior Lenders ) of the Common Terms Agreement)

Date of this Transfer Certificate: __, ____

For Transfer Date: __, ____

MUFG BANK LTD., as Administrative Agent

Mantoverde S.A. [ address ] Attention:

Ladies and Gentlemen:

Mantoverde Copper Project – Common Terms Agreement

We refer to the Common Terms Agreement, dated [] (the “ Common Terms Agreement ”), by and among the Borrower, the Mandated Lead Arrangers, the Administrative Agent, the Intercreditor Agent, the Facility Agents, the [Existing Lender] (the “ Existing Lender ”) and the other parties and financial institutions party to it from time to time (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Common Terms Agreement ”).

Capitalised terms used but not defined in this Certificate shall have the respective meanings ascribed thereto in, or incorporated by reference in, the Common Terms Agreement.

[Transferee Lender] (the “ Transferee ”) delivers this Transfer Certificate to you pursuant to the Common Terms Agreement.
The Existing Lender confirms that the Existing Lender’s participation set forth on the Schedule is an accurate summary of its participation in the Facility and the Commitments and requests the Transferee to accept and procure the transfer to the Transferee of the Percentage Transferred of the Existing Lender’s participation specified in the Schedule by counter-signing and delivering this Transfer Certificate to the Administrative Agent, the applicable Facility Agent and the Borrower at their respective addresses for the service of notices specified in the Common Terms Agreement or as otherwise notified by them.
The [Transferee] requests, subject to section 12.1 of the Common Terms Agreement, the Administrative Agent, the applicable Facility Agent and the Borrower to accept this Transfer Certificate as being delivered to the Administrative Agent, the applicable Facility Agent and the Borrower pursuant to and for the purposes of section 12.1 of the Common Terms Agreement so as to take effect in accordance with the terms of the Common Terms Agreement on the Transfer Date stated above or on such later date as may be determined in accordance with the terms of the Common Terms Agreement.
The Transferee confirms that it has received a copy of each of the Finance Documents together with such other information as it has required in connection with this transaction and that it has not relied and will not hereafter rely on the Lender to check or inquire on its behalf into the legality, validity, effectiveness, adequacy, accuracy or completeness of any such information and further agrees that it has not relied and will not rely on the Lender to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of the Borrower or any other party to any of the Transaction Documents.

Mantoverde S.A.: Common Terms Agreement

The Existing Lender makes no representation or warranty and assumes no responsibility with respect to the legality, validity, effectiveness, adequacy, accuracy or enforceability of any of the Transaction Documents or any document relating thereto and assumes no responsibility for the financial condition of any party to it or for the performance and observance by such party of any of its obligations under any of the Transaction Documents or any document relating to the Transaction Documents and any and all such conditions and warranties, whether express or implied by law or otherwise, are excluded.
The Existing Lender gives notice that nothing in this Transfer Certificate or in the Finance Documents (or any document relating to it) shall oblige it to:

(i) accept a re-transfer from the Transferee of the whole or any part of its rights, benefits and/or obligations under the Common Terms Agreement transferred pursuant to this Transfer Certificate; or

(ii) support any losses directly or indirectly sustained or incurred by the Transferee for any reason whatsoever including the non-performance by the Borrower, any Applicable Sponsor or any other party to any of the Transaction Documents (or any document relating to it) of its obligations under any such document.

By signing this Transfer Certificate, the Transferee acknowledges the absence of any such obligation as is referred to in sub-paragraph (i) or (ii) above.

Subject to paragraph 8 below, this Transfer Certificate and any non-contractual obligations connected with it shall be governed by, and shall be construed in accordance with English law.
If any terms of this Transfer Certificate are incorporated in and made part of any other Finance Documents, any such term so incorporated shall for all purposes of such Finance Documents be governed by and construed in accordance with the law governing the Finance Documents into which such term is so incorporated.

[Signature Page Follows]

Mantoverde S.A.: Common Terms Agreement

The undersigned have executed this Transfer Certificate on the respective dates set forth below.

MUFG BANK, LTD.,

as Administrative Agent

By_____ Name: Title: Date:

[Existing Lender]

By_____ Name: Title: Date:

[Transferee Lender]

By_____ Name: Title: Date:

This Certificate is accepted by the Facility Agent and the Transfer Date is confirmed as [date].

[ ],

as [Facility Agent][7]

By_____ Name: Title: Date

7 Insert applicable Facility Agent.

Mantoverde S.A.: Common Terms Agreement

SCHEDULE

1.	[Existing Lender]:
2.	Transferee:
3.	Transfer Date:
4.	Existing Lender’s Participation:
5.	Existing Lender’s portion of the outstanding
6.	Commitment:
7.	Percentage Transferred:
8.	Administrative Details of Transferee:
9.	Contact Department and Name:
10.	Account for Payments:
11.	Facsimile:
12.	Email:
13.	Telephone:

Mantoverde S.A.: Common Terms Agreement

SCHEDULE M CASH SWEEP CALCULATION CERTIFICATE

To MUFG BANK, LTD. as Administrative Agent
[the Facility Agents]

From: Mantoverde S.A as Borrower

[date]

Dear Sirs

1 We refer to the Common Terms Agreement dated [], by and among Mantoverde S.A., as Borrower, MUFG Bank, Ltd., as Administrative Agent, the Senior Lenders, the Permitted Hedging Providers and the other parties and financial institutions party to it from time to time (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Common Terms Agreement” ).
2 This certificate is a Cash Sweep Calculation Certificate delivered in accordance with Section 3.3 ( Mandatory Prepayment - Cash Sweep ) of the Common Terms Agreement.
3 Terms defined in the Common Terms Agreement have the same meaning when used in this Cash Sweep Calculation Certificate unless given a different meaning herein.
4 We confirm that, as at the most recent Calculation Date[8] , the Excess Cash Flow is [●] Dollars 
(US$[ ]).
5 Provided that all relevant conditions set out in [Section 3.3 ( Mandatory Prepayment - Cash Sweep ) / Section 9.13(c)] of the Common Terms Agreement are satisfied:
(a) the relevant percentage[9] to be applied in accordance with Sections 3.3(a) (Partial Cash Sweep ), 3.3(b) ( Fundamental Event of Default ), Section 3.3(c) ( Boliden Cancellation (Borrower Breach )) 3.3(d) ( Boliden Cancellation (Counterparty Breach) ), 3.3(e) ( Other Offtake Cancellation ) and 3.3(g) ( Change of Control ) (as applicable) is: []%; and
(b) the total amount of the Excess Cash Flow to be applied in mandatory prepayment of the Loans in accordance with Section 3.3(a) (Partial Cash Sweep ), Section 3.3(c) ( Boliden Cancellation (Borrower Breach )) 3.3(d) ( Boliden Cancellation Counterparty Breach ) or 3.3(e) ( Other Offtake Cancellation ) of the Common Terms Agreement is [[●] Dollars (US$[●]] ( indicate as applicable )).
(c) [the total amount of the Excess Cash Flow which may be withdrawn from the Offshore USD Proceeds Accounts and
- (i) paid into the Distribution Account is [●] Dollars (US$[●]) in accordance with Section 9.13(c)(i)(G); and
- (ii) applied in voluntary prepayment of the Loans in accordance with Section 3.4 ( Voluntary Prepayment ) by operation of Section 9.13(c)(i)(G) is [●] Dollars (US$[●]).[10] ]

8 To be issued on each Calculation Date following the Project Completion Date.

9 To be determined: (i) 30% until the Final Two Years’ Scheduled Amortisation has been repaid in full; and thereafter (ii) 10% until the Final Three Years’ Scheduled Amortisation has been repaid in full, subject to increase in accordance with Section 3.3(d). 10 Applies only until the Final Three Years’ Scheduled Amortisation has been repaid in full.

Mantoverde S.A.: Common Terms Agreement

6 Attached in Annex A are details of the calculations undertaken by the Borrower and other information necessary to enable the Technical Agent to verify the accuracy of the matters set out in this Cash Sweep Calculation Certificate.

Signed

……………………………………………. [●] for and on behalf of Mantoverde S.A.

We confirm that this Cash Sweep Calculation Certificate is satisfactory to the Senior Lenders

Signed

……………………………………………. [●] for and on behalf of MUFG BANK, LTD. as Administrative Agent

Date:

Mantoverde S.A.: Common Terms Agreement

Annex A [details of calculations for Excess Cash Flow]

Mantoverde S.A.: Common Terms Agreement

SCHEDULE N SUBORDINATION

Part A - Terms of Subordination

General : Payment of the principal of and interest on Subordinated Intercompany Debt and other amounts payable on or in respect of such Subordinated Intercompany Debt shall be subordinated and subject in right of payment to the prior payment in full in cash in Dollars of all Obligations. Any Party that is a holder of Subordinated Intercompany Debt (each, a “ Subordinated Lender ”) agrees that it will not ask, demand, sue for, take or receive from any other Party, by set off or in any other manner, or retain, payment (in whole or in part) of the Subordinated Intercompany Debt, or any security with respect to it, other than Distributions permitted under the Common Terms Agreement, unless and until all of the Obligations have been paid in full. Each Subordinated Lender directs each Party to make, and each Party agrees to make, such prior payment of the Obligations. Each Party undertakes to satisfy any Chilean law requirements that may be necessary for the effectiveness of the Subordination Terms.

2. Payment Upon Dissolution, Etc.: In the event of:

(a) any insolvency or bankruptcy case or proceeding in connection therewith, relative to an Party or to its creditors as such, or to its assets, or

(b) any liquidation, dissolution or other winding up of an Party, whether partial or complete and whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or

then and in any such event the Finance Parties shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Obligations before any of the Subordinated Lenders shall be entitled to receive any payment on account of the Subordinated Intercompany Debt (whether in respect of principal, interest premium, fees, indemnities, commissions or otherwise) and to that end, any payment or distribution of any kind or character, whether in cash, property or securities which may be payable or deliverable in respect of the Subordinated Intercompany Debt in any such case, proceeding, dissolution, liquidation or other winding up or event shall instead be paid or delivered to the Finance Parties for application to Obligations, whether or not due, until the Obligations shall have first been fully paid and satisfied in cash in Dollars.

No Payment During Default: In the event and during the continuation of any Potential Event of Default or Event of Default, unless and until such Default or Event of Default shall have been remedied or waived, no payment (including any Distribution) shall be made by any Party on or in respect of any Subordinated Intercompany Debt.
Proceeding Against Party; No Collateral : Whether or not any default in payment shall exist under any Finance Document, no Subordinated Lenders shall, without the prior consent of the Required Majority:

(a) commence any proceeding against any Party in bankruptcy, insolvency or receivership law or

(b) take any collateral security for any Subordinated Intercompany Debt.
Payment to Finance Parties of Certain Amounts Received by Subordinated Lenders : In the event that any Subordinated Lender receives on account or in respect of the Subordinated Intercompany Debt any distribution of assets by any Party or payment by or on behalf of an Party of any kind or character, whether in cash, securities or other property, other than Distributions permitted under the Collateral Agency and Intercreditor Deed, the Subordinated Lender shall hold in trust (as property of the Finance Parties) for the benefit of, and immediately upon receipt thereof, shall pay over or deliver to the Finance Parties, such

Mantoverde S.A.: Common Terms Agreement

distribution or payment in precisely the form received (except for the endorsement or assignment by such Subordinated Lender where necessary) for application in accordance with the Common Terms Agreement. In the event of failure of any Subordinated Lender to make any such endorsement or assignment, the Finance Parties irrevocably are authorised and empowered by and on behalf of each Subordinated Lender to make the same.

6. Authorisations to the Finance Parties: Each Subordinated Lender

(a) irrevocably authorises and empowers (without imposing any obligation on) the Finance Parties and the Offshore Collateral Agent to demand, sue for, collect and receive all payments and distributions on or in respect of its Subordinated Intercompany Debt which are required to be paid or delivered to the Finance Parties, as provided in this Schedule, and to file and prove all claims with respect to such Subordinated Intercompany Debt and take all such other action, in the name of a Subordinated Lender or otherwise, as the Finance Parties may determine to be necessary or appropriate for the enforcement of these subordination provisions, all in such manner as the Required Majority shall instruct or otherwise in accordance with the Common Terms Agreement;

(b) irrevocably authorises and empowers (without imposing any obligation) the Finance Parties and the Offshore Collateral Agent to vote the Subordinated Intercompany Debt (including voting the Subordinated Intercompany Debt in favour of or in opposition to any matter which may come before any meeting of creditors of an Party generally or in connection with, or in anticipation of, any insolvency or bankruptcy case or proceeding, or any proceeding under any laws relating to the relief of debtors, readjustment of indebtedness, arrangements, reorganisations, compositions or extensions relative to an Party) in such manner as the Required Majority shall instruct or otherwise in accordance with the Collateral Agency and Intercreditor Deed; and

(c) agrees to execute and deliver to the Finance Parties all such further instruments confirming the above Authorisation, and all such powers of attorney, proofs of claim, assignments of claim and other instruments, and to take all such other action, as may be requested by the Finance Parties in order to enable the Finance Parties to enforce all claims upon or in respect of the Subordinated Intercompany Debt.

Notice: Each Subordinated Lender agrees, for the benefit of each Finance Party, that it will give each Finance Party prompt notice of any default by any Party in respect of the Subordinated Intercompany Debt.
No Waiver; Modification to Senior Debt : No failure on the part of the Finance Parties, and no delay in exercising, any right, remedy or power under these terms or under any of the Finance Document, shall operate as a waiver of such right, remedy or power by the Finance Parties, nor shall any single or partial exercise of any right, remedy or power under these terms or under any of the Finance Documents preclude any other or future exercise by the Finance Parties of any other right, remedy or power. Each and every right, remedy and power granted to the Finance Parties, or allowed to the Finance Parties by law or other agreement shall be cumulative and not exclusive, and may be exercised by the Finance Parties from time to time.
Permitted actions : At any time, without the consent of or notice to the Subordinated Lenders, without incurring responsibility or liability to the Subordinated Lenders and without impairing or releasing the subordination provided in or the obligations under these terms of the Subordinated Lenders, the Finance Parties may do any one or more of the following:

(a) change the manner, place or terms of payment of or extend the time of payment of, or renew or alter, Obligations or any collateral security or guarantee therefor, or otherwise amend or supplement in any manner Obligations or any instruments evidencing the same or any agreement under which Obligations are outstanding or the Finance Documents;

Mantoverde S.A.: Common Terms Agreement

(b) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise secured by Obligations;

(d) exercise or refrain from exercising any rights against an Party and any other Person.

Each Subordinated Lender unconditionally waives notice of the incurring of Obligations or any part of such Obligations.

Subrogation: Subject to the payment in full in cash in Dollars of all Obligations, the Subordinated Lenders shall be subrogated to the rights of the Finance Parties to receive distribution of assets of any Party, or payments by or on behalf of any Party, made on the Obligations, until the Subordinated Intercompany Debt shall be paid in full. For purposes of such subrogation, no payments over, including no payments or distributions to the Finance Parties of any cash, property or securities to which the Subordinated Lenders would be entitled except for the provisions contained in these terms, pursuant to the provisions of these terms, to the Finance Parties by the Subordinated Lenders shall, as among an Party, its creditors other than the Finance Parties and the Subordinated Lenders, be deemed to be a payment or distribution by an Party on account of the Obligations.

11. Benefit of Subordination Provisions : Nothing contained in this Schedule shall:

(a) impair, as among an Party, its creditors other than the Finance Parties and the Subordinated Lenders, the obligation of an Party, which is absolute and unconditional (and which, subject to the rights under this Agreement of the Finance Parties, is intended to rank equally with all other unsecured obligations of any Party), to pay the principal of and interest on the Subordinated Intercompany Debt as and when the same shall become due and payable in accordance with the terms thereof or

(b) affect the relative rights against an Party of the Subordinated Lender and creditors of the Party other than the Finance Parties.

Further Assurances : The Subordinated Lender, at its own cost, shall take any further action as the Finance Parties may reasonably request in order to carry out more fully the intent and purpose of these subordination provisions (including delivery of any evidence of Subordinated Intercompany Debt to the Intercreditor Agent or the Offshore Collateral Agent).
Governing Law : These subordination provisions shall be governed by and construed in accordance with English laws.
Amendment : These subordination provisions may not be amended or modified without the prior consent of each of the Finance Parties.
Transfers : Each Subordinated Lender acknowledges and agrees that Subordinated Intercompany Debt may not be transferred, assigned or encumbered in any manner except as expressly permitted by the terms and conditions of the Finance Documents as in effect from time to time.
Successors and Assigns : The Agreement shall be binding and inure to the benefit of the Subordinated Lenders, the Finance Parties and their respective successors and permitted assigns.
Ranking : All Subordinated Intercompany Debt shall be unsecured, rank junior to the Obligations in respect of payment and pledged as security for the Obligations.

Mantoverde S.A.: Common Terms Agreement

Part B - Onshore Subordination Agreement

Mantoverde S.A.: Common Terms Agreement

CONVENIO DE SUBORDINACIÓN

[ACREEDOR SUBORDINADO]

A

BANCO DE CRÉDITO E INVERSIONES, EN SU CALIDAD DE AGENTE DE GARANTÍAS LOCAL

EN SANTIAGO DE CHILE , a [●] de [●] de dos mil veinte, ante mí, [ INDIVIDUALIZACIÓN DEL NOTARIO ], comparecen:

/UNO / Don [●] , [nacionalidad], [estado civil], [profesión], cédula de identidad número [●], y don [●] , [nacionalidad], [estado civil], [profesión], cédula de identidad número [●], ambos en representación, según se acreditará de BANCO DE CRÉDITO E INVERSIONES , sociedad anónima de giro bancario, constituida y existente bajo las leyes de Chile, rol único tributario número noventa y siete millones seis mil guion seis, todos domiciliados en esta ciudad, Avenida El Golf número ciento veinticinco, comuna de Las Condes, quien a su vez actúa como Agente de Garantías Local / Onshore Collateral Agent, según dichos términos se definen en el Contrato de Términos Comunes definido más adelante/, por sí, y en nombre y representación, según se acreditará más adelante, de las siguientes entidades, en adelante e indistintamente “ BCI ” o el “ Agente de Garantías Local ”: / a / /i/ BANCO DE CRÉDITO E INVERSIONES S.A., MIAMI BRANCH , una agencia bancaria constituida y organizada bajo las leyes del Estado de Florida, Estados Unidos de América, con domicilio en mil cuatrocientos cincuenta Brickell Avenue, Suite dos mil ochocientos, Miami, Estado de Florida, tres tres uno tres uno, Estados Unidos de América, en adelante también denominada “ BCI Miami ”, /ii/ BNP PARIBAS , una sociedad constituida de conformidad con las leyes de Francia, con domicilio en dieciséis Boulevard des Italiens, siete cinco cero cero uno París, Francia, en adelante también denominada “ BNP ”; / iii / MUFG BANK, LTD., una sociedad constituida de conformidad con las leyes de Japón, con domicilio en Marunouchi dos guion siete guion uno, Chiyoda-ku, Tokio, Japón, en adelante e indistintamente “ MUFG ”; /iv / ING CAPITAL LLC , una sociedad constituida de conformidad con las leyes del Estado de Delaware, Estados Unidos de América, con domicilio en mil ciento treinta y tres Avenue of the Americas, ciudad de Nueva York, Estado de Nueva York, uno cero cero tres seis, Estados Unidos de América, en adelante también denominada “ ING Capital ”; /v / NATIXIS, NEW YORK BRANCH , una agencia bancaria constituido de conformidad con las leyes del Estado de Nueva York, Estados Unidos de América, con domicilio en mil doscientos cincuenta y uno Avenue of the Americas, ciudad de Nueva York, Estado de Nueva York uno cero cero dos cero, Estados Unidos de América, en adelante también denominada “ Natixis NY ”; y / vi / SOCIETE GENERALE , una sociedad constituida de conformidad con las leyes de Francia, con domicilio en diecisiete Cours Valmy, nueve dos ocho cero cero, Puteaux, Francia,en adelante también denominada “ SG ”, y conjuntamente con BCI Miami, BNP, MUFG, ING Capital, ING Bank y Natixis NY, incluyendo sus sucesores y cesionarios permitidos, indistintamente los “ Acreedores sin Cobertura” / Uncovered Facility Lenders, según dicho término se define en el Contrato de Términos Comunes/; / b / /i/ BNP PARIBAS FORTIS SA/NV , una sociedad constituida de conformidad con las leyes de Bélgica, con domicilio en Montagne du Parc tres, mil, Bruselas, Bélgica, en adelante también denominado “ BNP Paribas Fortis ”; / ii/ MUFG , ya individualizado; / iii / ING BANK N.V. , una sociedad constituida de conformidad con las leyes de los Países Bajos, con domicilio en Cedar, Bijlmerdreef ciento seis, mil ciento dos, CT Amsterdam, Países Bajos, en adelante también denominada “ ING Bank ”; / iv / NATIXIS , una sociedad constituida de conformidad con las leyes de Francia, con domicilio en treinta Avenue Pierre Mendes France, siete cinco cero uno tres París, Francia, en adelante también denominada “ Natixis ”, y /v/ SG , ya individualizado, y conjuntamente con BNP Paribas Fortis, MUFG, ING Bank y Natixis, incluyendo sus sucesores y

cesionarios permitidos, indistintamente los “ Acreedores con Cobertura ECA ”; /c/ EXPORT FINANCE AUSTRALIA, una agencia de exportación de crédito constituida de conformidad con las leyes de Australia, con domicilio en veintidós Pitt Street, Export Hpuse, piso diez, ciudad de Sidney, New South Wales, dos cero cero cero, Australia, en adelante también denominada “ EFA ”; y conjuntamente con sus sucesores y cesionarios permitidos, el “ Acreedor ECA ”; /d/ BCI , ya individualizado, e incluyendo sus sucesores y cesionarios permitidos, indistintamente el “ Acreedor del Financiamiento de Garantía de Cierre ” / Bonding Facility Provider, según dicho término se define en el Contrato de Términos Comunes definido más adelante, y conjuntamente con los Acreedores Sin Cobertura, los Acreedores con Cobertura ECA y el Acreedor ECA, en adelante denominados los “ Acreedores Senior ”/; / e/ /i/ BNP , ya individualizado, /ii/ ING CAPITAL MARKETS LLC , un sociedad constituida de conformidad con las leyes de Delaware, Estados Unidos de América, con domicilio en mil ciento treinta y tres Avenue of the Americas, Nueva York, Estado de Nueva York, uno cero cero tres seis, Estados Unidos de América, en adelante también denominada “ ING Markets ”, y / iii/ Natixis , ya individualizado, conjuntamente con las futuras contrapartes de los contratos de cobertura de materia prima / Acceptable Hedge Counterparty, según dicho término se define en el Contrato de Términos Comunes/ que se adhieran al Contrato de Agencia de Garantías Local, incluyendo a sus sucesores y cesionarios permitidos, los “ Proveedores de Cobertura de Materia Prima Permitidos ” / Permitted Commodity Hedge Providers , según dicho término se define en el Contrato de Términos Comunes definido más adelante/; / f / /i/ BCI , ya individualizado, y /ii/ MUFG , ya individualizado, conjuntamente con las futuras contrapartes de los contratos de cobertura de tipo de cambio / Acceptable Hedge Counterparty, según dicho término se define en el Contrato de Términos Comunes/ que se adhieran al Contrato de Agencia de Garantías Local, incluyendo a sus sucesores y cesionarios permitidos, los “ Proveedores de Cobertura de Tipo de Cambio Permitidos ” / Permitted FX Hedge Providers , según dicho término se define en el Contrato de Términos Comunes definido más adelante/; / g / SG , ya individualizado, conjuntamente con las futuras contrapartes de los contratos de cobertura de tasa de interés / Acceptable Hedge Counterparty, según dicho término se define en el Contrato de Términos Comunes/ que se adhieran al Contrato de Agencia de Garantías Local, incluyendo a sus sucesores y cesionarios permitidos, los “ Proveedores de Cobertura de Tasa de Interés Permitidos ” / Permitted Interest Rate Hedge Providers , según dicho término se define en el Contrato de Términos Comunes definido más adelante/, y conjuntamente con los Proveedores de Cobertura de Materia Prima Permitidos y los Proveedores de Cobertura de Tipo de Cambio Permitidos, en adelante los “ Proveedores de Cobertura Permitidos ”/ Permitted Hedging Providers , según dicho término se define en el Contrato de Términos Comunes/; / h / BCI, ya individualizado, en su calidad de agente de cuentas local, incluyendo a sus sucesores y cesionarios permitidos, en adelante el “ Agente de Cuentas Local ”/ Onshore Account Bank, según dicho término se define en el Contrato de Términos Comunes/; / i / BNP , ya individualizado, en su calidad de agente de cuentas internacional, incluyendo a sus sucesores y cesionarios permitidos, en adelante el “ Agente de Cuentas Internacional ”/ Offshore Account Bank, según dicho término se define en el Contrato de Términos Comunes/, y conjuntamente con el Agente de Cuentas Local, los “ Agentes de Cuentas ”; /j/ /i/ BCI , ya individualizado, /ii/ BNP Paribas Fortis , ya individualizado, /iii/ BNP , ya individualizado, /iv/ EFA, ya individualizado, /v/ ING Capital , ya individualizado, /vi/ MUFG , ya individualizado, /vii/ Natixis NY , ya individualizado, y /viii/ SG , ya individualizado, en su calidad de agentes estructuradores, e incluyendo a sus sucesores y cesionarios permitidos, en adelante todos conjuntamente denominados los “ Agentes Estructuradores ”/ Mandated Lead Arrangers and Bookrunners, según dicho término se define en el Contrato de Términos Comunes/; /k/ MUFG , ya individualizado, en su calidad de agente administrativo, incluyendo a sus sucesores y cesionarios permitidos, en adelante el “ Agente Administrativo ”/ Administrative Agent, según dicho término se define en el Contrato de Términos Comunes/; /l/ MUFG , ya individualizado, en su calidad de agente de acreedores, incluyendo a sus sucesores y cesionarios permitidos, en adelante el “ Agente de Acreedores ”/ Intercreditor Agent, según dicho término se define en el Contrato de Términos Comunes/; /m/ BNP , ya individualizado,

en su calidad de agente de garantías internacional, incluyendo a sus sucesores y cesionarios permitidos, en adelante el “ Agente de Garantías Internacional ”/ Offshore Collateral Agent, según dicho término se define en el Contrato de Términos Comunes/ y conjuntamente con el Agente de Garantías Local, los “ Agentes de Garantías ”/; /n/ Natixis , ya individualizado, en su calidad de agente de agencias de crédito, incluyendo a sus sucesores y cesionarios permitidos, en adelante el “ Agente ECA ” / ECA Agent, según dicho término se define en el Contrato de Términos Comunes/; /ñ/ MUFG , ya individualizado, en su calidad de agente bajo el Contrato de Crédito sin Cobertura /según dicho término se define más adelante/, incluyendo a sus sucesores y cesionarios permitidos, en adelante el “ Agente del Crédito sin Cobertura ” / Uncovered Facility Agent, según dicho término se define en el Contrato de Términos Comunes/; /o/ EFA , ya individualizado, en su calidad de agente bajo el Contrato de Crédito ECA /según dicho término se define más adelante/, incluyendo a sus sucesores y cesionarios permitidos, en adelante el “ Agente del Crédito ECA ” / ECA Direct Facility Agent, según dicho término se define en el Contrato de Términos Comunes/; /p/ BCI , ya individualizado, en su calidad de agente bajo el Contrato de Financiamiento de Garantía de Cierre /según dicho término se define más adelante/, incluyendo a sus sucesores y cesionarios permitidos, en adelante el “ Agente del Financiamiento de Garantía de Cierre ” / Bonding Facility Agent, según dicho término se define en el Contrato de Términos Comunes/, y conjuntamente con el Agente ECA, el Agente del Crédito sin Cobertura y el Agente del Crédito ECA, denominados los “ Agentes de Crédito ”; /q/ BNP , ya individualizado, en su calidad de agente de documentación, incluyendo a sus sucesores y cesionarios permitidos, en adelante el “ Agente de Documentación ” / Documentation Agent, según dicho término se define en el Contrato de Términos Comunes/; /r/ SG , ya individualizado, en su calidad de agente técnico, incluyendo a sus sucesores y cesionarios permitidos, en adelante el “ Agente Técnico ” / Technical Agent, según dicho término se define en el Contrato de Términos Comunes/; /s/ SG , ya individualizado, en su calidad de agente de seguros, incluyendo a sus sucesores y cesionarios permitidos, en adelante el “ Agente de Seguros ” / Insurance Agent, según dicho término se define en el Contrato de Términos Comunes/; /t/ ING Capital , ya individualizado, en su calidad de agente ambiental y social, incluyendo a sus sucesores y cesionarios permitidos, en adelante el “ Agente de E&S ” / Environmental and Social Agent, según dicho término se define en el Contrato de Términos Comunes/; y conjuntamente con el Agente Administrativo, el Agente de Acreedores, el Agente de Documentación, los Agentes de Garantías, los Agentes de Crédito, el Agente Técnico y el Agente de Seguros, en adelante los “ Agentes ”; éstos, conjuntamente con los Agentes Estructuradores, en adelante las “ Partes Administrativas ”; y las Partes Administrativas conjuntamente con los Acreedores Senior, los Proveedores de Cobertura Permitidos y los Agentes de Cuenta, en adelante las “ Partes del Financiamiento ”; y estas últimas, conjuntamente con todas aquellas partes que tengan o lleguen a tener la calidad de partes garantizadas / Secured Parties, según dicho término se define en el Contrato de Términos Comunes/, en adelante las “ Partes Garantizadas ”;

/DOS/ Don [●] , [nacionalidad], [estado civil], [profesión], cédula de identidad número [●], en nombre y representación, según se acreditará, de MANTOVERDE S.A. , una sociedad anónima, debidamente constituida y válidamente existente de conformidad a las leyes de la República de Chile, Rol Único Tributario número setenta y siete millones veinte mil cuatrocientos cincuenta y siete guion siete, todos domiciliados para estos efectos en Avenida Andrés Bello número dos mil cuatrocientos cincuenta y siete, piso diecinueve, comuna de Providencia, Santiago /en adelante, la “ Sociedad ” o el “ Deudor ”/; y

/TRES/ / don [●] , [nacionalidad], [estado civil], [profesión u oficio], cédula de identidad número [●] y don [●] , [nacionalidad], [estado civil], [profesión u oficio], cédula de identidad número [●], ambos en nombre y representación, según se acreditará, de [ACREEDOR SUBORDINADO], una sociedad [●], debidamente constituida y válidamente existente de conformidad a las leyes de [●], Rol Único Tributario número [●], todos domiciliados para estos efectos en [●] /en adelante también el

“ Acreedor Subordinado ”/;; y conjuntamente con los demás comparecientes a este instrumento, denominados como las “ Partes ”/;

todos los comparecientes mayores de edad, quienes acreditan su identidad con las cédulas mencionadas y exponen que han acordado celebrar un convenio de subordinación /en adelante e indistintamente denominado el “ Contrato ”/, en los términos y condiciones que a se estipulan en este instrumento:

CLÁUSULA PRIMERA: ANTECEDENTES DEL PROYECTO.

/UNO.UNO/ ANTECEDENTES DEL PROYECTO. El Deudor se encuentra llevando a cabo el desarrollo, financiamiento y operación del proyecto consistente en la expansión del proyecto de explotación minera del cobre de Mantoverde, y de sus instalaciones asociadas, las que en conjunto abarcan tanto las operaciones de óxidos existentes como el desarrollo de operaciones de sulfuros, y que están situadas a unos cincuenta kilómetros al sudeste de Chañaral, provincia de Chañaral, Chile /en adelante el “ Proyecto ”/. Las instalaciones asociadas al Proyecto comprenden las actividades e instalaciones de propiedad del Deudor, u operadas o administradas por éste /directamente o por medio de contratistas/ que formen parte del Proyecto; y aquellas instalaciones que si bien no se financian como parte del Proyecto, no se habrían construido o ampliado si el Proyecto no existiera, y sin las cuales el Proyecto no sería viable.

/UNO.DOS/ ANTECEDENTES DEL FINANCIAMIENTO DEL PROYECTO. Con el objeto de financiar la construcción, operación inicial y ciertos costos asociados con el desarrollo del Proyecto, el Deudor celebró los contratos y contrajo las obligaciones que se individualizan a continuación: I. CONTRATO DE CRÉDITO SIN COBERTURA / UNCOVERED LOAN FACILITY AGREEMENT /. Por instrumento privado de esta misma fecha celebrado en el extranjero, en idioma inglés, y sujeto a las leyes de Inglaterra, el Deudor, el Agente del Crédito sin Cobertura, el Agente Administrativo y los Acreedores sin Cobertura, suscribieron un contrato denominado “ Uncovered Facility Agreement in Relation to the Mantoverde Development Project” /en adelante dicho contrato, según sea modificado, complementado o refundido de tiempo en tiempo, el “ Contrato de Crédito sin Cobertura ”/. Una copia del Contrato de Crédito sin Cobertura se ha protocolizado en esta Notaría con esta misma fecha, bajo el repertorio número

guion dos mil veintiuno, cuyo contenido se da por enteramente reproducido en este acto. Sujeto a los términos y condiciones del Contrato de Crédito sin Cobertura, los Acreedores sin Cobertura se obligaron a otorgar al Deudor uno o más préstamos en dólares de los Estados Unidos de América /en adelante dicha divisa “ Dólares ”/ por un monto máximo total de hasta doscientos diez millones de Dólares por concepto de capital /cada uno de tales préstamos un “ Préstamo sin Cobertura ” y en conjunto, los “ Préstamos sin Cobertura ”/. / A / Concurrencia de los Acreedores sin Cobertura. Sujeto a los términos y condiciones del Contrato de Crédito sin Cobertura, cada uno de los Acreedores sin Cobertura se ha comprometido al otorgamiento de los Préstamos sin Cobertura en favor del Deudor en las proporciones indicadas en el Anexo A / Schedule A/ del Contrato de Términos Comunes /cada uno de tales compromisos un “ Monto Comprometido sin Cobertura ”, y en conjunto los “ Montos Comprometidos sin Cobertura ”/; todo ello sin perjuicio de los Montos Comprometidos sin Cobertura que los Acreedores sin Cobertura puedan transferir a otros Acreedores sin Cobertura o que les puedan ser transferidos en el futuro en conformidad al Contrato de Crédito sin Cobertura. / B / Uso de los Fondos. Los ingresos producto de los Préstamos sin Cobertura serán utilizados exclusivamente para financiar los siguientes ítems: /i/ Costos del Proyecto / Project Costs, según dicho término se define en el Contrato de Términos Comunes, y en adelante denominados “ Costos del Proyecto ” / ; y /ii/ otras cantidades permitidas bajo los Documentos del Financiamiento. / C / Pago del Capital. Los pagos de capital correspondiente a los Préstamos sin Cobertura deberán ser realizados por los montos señalados en el Anexo C /Schedule C/ del Contrato de Crédito sin Cobertura. La

primera fecha de pago de capital corresponderá /i/ al último día del primer trimestre inmediatamente siguiente a la fecha en que se cumplan ciento ochenta días desde la Fecha de Término del Proyecto / Project Completion Date, según dicho término se define en el Contrato de Términos Comunes, y en adelante la “ Fecha de Término del Proyecto ”/, o /ii/ el treinta de septiembre de dos mil veinticuatro, lo que ocurra antes /en adelante la “ Fecha de Inicio de Pago de Capital ”/, y a partir de la Fecha de Inicio de Pago de Capital, cada fecha que corresponda a tres meses desde la fecha de pago de capital inmediatamente anterior, incluyendo la fecha de vencimiento de los Préstamos sin Cobertura / cada una de las fechas de pago de capital, una “ Fecha de Pago de Capital ”/. Si la Fecha de Pago de Capital del Préstamo sin Cobertura no fuere un Día Hábil, se entenderá extendido al Día Hábil siguiente salvo que no existiere después de la Fecha de Pago de Capital, Día Hábil alguno dentro del mismo mes, en cuyo caso el pago deberá efectuarse el Día Hábil inmediatamente anterior a la Fecha de Pago de Capital. Para efectos de este contrato, se entiende por “ Día Hábil ” cualquier día excepto los Sábados, Domingos y cualquier feriado legal o día en que las instituciones bancarias estén autorizadas u obligadas a cerrar por ley u otra acción gubernamental, en cualquiera de las ciudades de Santiago, Chile, Sydney, Australia, Nueva York, Estados Unidos de América, Tokyo, Japón, París, Francia, Amsterdam, Países Bajos, Bruselas, Bélgica, Helsinki, Finlanndia, o Londres, Inglaterrra. /D/ Estipulaciones sobre Intereses. Cada Préstamo sin Cobertura, devengará interés sobre el saldo insoluto a contar de la fecha del desembolso respectivo, hasta la fecha del vencimiento de dicho préstamo /sea por aceleración u otra razón/, a una tasa de interés anual igual a la Tasa LIBOR para dicho Período de Interés /según dichos términos se definen en el Contrato de Crédito sin Cobertura/ más el Margen Aplicable . Para efectos del Contrato de Crédito Sin Cobertura, se entiende por “ Margen Aplicable ” / i / para el período que comienza con esta fecha y termina el día inmediatamente anterior a la Fecha de Término del Proyecto, tres coma setenta y cinco por ciento anual; / ii / para el período que comienza en la Fecha de Término del Proyecto y termina el séptimo aniversario desde la Fecha de Cierre Financiero / Financial Closing Date, según dicho término se define en el Contrato de Términos Comunes, y en adelante la “ Fecha de Cierre Financiero ”/, tres coma cincuenta por ciento anual; y /iii/ en adelante, tres coma setenta y cinco por ciento anual. Los intereses adeudados por cada Préstamo sin Cobertura se pagarán trimestralmente los días treinta y uno de marzo, treinta de junio, treinta de septiembre y treinta y uno de diciembre de cada año /cada una, una “ Fecha de Pago de Intereses ”/. En caso de que una Fecha de Pago de Intereses no sea un Día Hábil, el pago correspondiente se deberá efectuar el Día Hábil inmediatamente siguiente, salvo que después de la Fecha de Intereses respectiva, no existiere Día Hábil alguno dentro del mismo mes, en cuyo caso el pago deberá efectuarse el Día Hábil inmediatamente anterior a dicha Fecha de Pago de Intereses. /E/ Comisiones. En virtud del Contrato de Crédito sin Cobertura, el Deudor se obligó a pagar a cada uno de los Acreedores sin Cobertura una Comisión de Compromiso /Commitment Fee , según dicho término se define en el Contrato de Crédito sin Cobertura/ en las fechas y por los montos determinados en dicho instrumento. /F/ Pagarés Sin Cobertura. La obligación del Deudor de pagar el capital y los intereses de cada uno de los Préstamos sin Cobertura desembolsados por el respectivo Acreedor sin Cobertura, se documentará en uno o más pagarés regidos por ley chilena, debidamente firmados y entregados por el Deudor a la orden del respectivo Acreedor sin Cobertura, en adelante cada uno de ellos un “ Pagaré sin Cobertura ” y en conjunto, los “ Pagarés sin Cobertura ”, los cuales serán suscritos en la forma y oportunidad establecidas en el Contrato de Crédito sin Cobertura. II. CONTRATO DE CRÉDITO CON COBERTURA ECA / ECA COVERED FACILITY AGREEMENT /. Por instrumento privado de esta misma fecha, celebrado en el extranjero, en idioma inglés, y sujeto a las leyes de Inglaterra, el Deudor, el Agente Administrativo, el Agente ECA, y los Acreedores con Cobertura ECA, suscribieron un contrato denominado “ Finnvera Covered Facility Agreement in relation to the Mantoverde Development Project” /en adelante dicho contrato, según sea modificado, complementado o refundido de tiempo en tiempo, el “ Contrato de Crédito con Cobertura ECA ”/. Una copia del Contrato de Crédito con Cobertura ECA se ha protocolizado en esta Notaría con esta misma fecha, bajo el repertorio número guion dos mil veintiuno, cuyo contenido se da por

N10

enteramente reproducido en este acto. Sujeto a los términos y condiciones del Contrato de Crédito con Cobertura ECA, los Acreedores con Cobertura ECA se obligaron a otorgar al Deudor uno o más préstamos en Dólares por un monto máximo total de hasta doscientos cincuenta millones de Dólares por concepto de capital /cada uno de tales préstamos un “ Préstamo con Cobertura ECA ” y en conjunto, los “ Préstamos con Cobertura ECA ”/. / A / Concurrencia de los Acreedores con Cobertura ECA. Sujeto a los términos y condiciones del Contrato de Crédito con Cobertura ECA, cada uno de los Acreedores con Cobertura ECA se ha comprometido al otorgamiento de los Préstamos con Cobertura ECA en favor del Deudor en las proporciones indicadas en el Anexo A / Schedule A/ del Contrato de Términos Comunes /cada uno de tales compromisos un “ Monto Comprometido con Cobertura ECA ”, y en conjunto los “ Montos Comprometidos con Cobertura ECA ”/; todo ello sin perjuicio de los Montos Comprometidos con Cobertura ECA que los Acreedores con Cobertura ECA puedan transferir a otros Acreedores con Cobertura ECA o que les puedan ser transferidos en el futuro en conformidad al Contrato de Crédito con Cobertura ECA. /B/ Uso de los Fondos. Los ingresos producto de los Préstamos con Cobertura ECA serán utilizados exclusivamente para financiar los siguientes ítems: /i/ Costos del Proyecto; y /ii/ otras cantidades permitidas bajo los Documentos del Financiamiento. /C/ Garantía ECA. El noventa por ciento de las obligaciones de pago del Deudor bajo el Contrato de Crédito con Cobertura ECA, se asegurarán contra riesgo comercial y político mediante una garantía de materias primas a ser emitida por Finnvera plc /en adelante, “ Finnvera ”/, en adelante dicha garantía junto con las condiciones generales aplicables, de fecha primero de septiembre de dos mil diecisiete, la “ Garantía ECA ”. La Garantía ECA se emitirá en la forma y oportunidad establecidas en el Contrato de Crédito con Cobertura ECA. En relación a la Garantía ECA, el Deudor se obligó a efectuar los siguientes pagos al Agente ECA, actuando en representación de Finnvera: /i/ una comisión de gestión /ECA Handling Fee, según dicho término se define en el Contrato de Crédito con Cobertura ECA/, y /ii/ una prima / ECA Guarantee Premium , según dicho término se define en el Contrato de crédito con Cobertura ECA, y en adelante la “ Prima de la Garantía ECA ” / ; todo ello en la forma y oportunidades previstas en el Contrato de Crédito con Cobertura ECA. / D / Pago del Capital. Los pagos de capital correspondiente a los Préstamos con Cobertura ECA deberán ser realizados por los montos señalados en el Anexo C /Schedule C/ del Contrato de Crédito con Cobertura ECA. La primera fecha de pago de capital corresponderá /i/ al último día del primer trimestre inmediatamente siguiente a la fecha en que se cumplan ciento ochenta días desde la Fecha de Término del Proyecto, o /ii/ el treinta de septiembre de dos mil veinticuatro, lo que ocurra antes /en adelante la “ Fecha de Inicio de Pago de Capital ”/ y a partir de la Fecha de Inicio de Pago de Capital, cada fecha que corresponda a tres meses desde la fecha de pago de capital inmediatamente anterior, incluyendo la fecha de vencimiento de los Préstamos con Cobertura ECA /cada una de las fechas de pago de capital, una “ Fecha de Pago de Capital ”/. Si la Fecha de Pago de Capital del Préstamo con Cobertura ECA no fuere un Día Hábil, se entenderá extendido al Día Hábil siguiente salvo que no existiere después de la Fecha de Pago de Capital, Día Hábil alguno dentro del mismo mes, en cuyo caso el pago deberá efectuarse el Día Hábil inmediatamente anterior a la Fecha de Pago de Capital. /E/ Estipulaciones sobre Intereses. Cada Préstamo con Cobertura ECA, devengará interés sobre el saldo insoluto a contar de la fecha del desembolso respectivo, hasta la fecha del vencimiento de dicho préstamo /sea por aceleración u otra razón/, a una tasa de interés anual igual a la Tasa LIBOR para dicho Período de Interés /según dichos términos se definen en el Contrato de Crédito con Cobertura ECA/ más el Margen Aplicable . Para efectos del Contrato de Crédito con Cobertura ECA, se entiende por “ Margen Aplicable” un uno coma sesenta y cinco por ciento anual. Los intereses adeudados por cada Préstamo con Cobertura ECA se pagarán trimestralmente los días treinta y uno de marzo, treinta de junio, treinta de septiembre y treinta y uno de diciembre de cada año /cada una, una “ Fecha de Pago de Intereses ”/. En caso de que una Fecha de Pago de Intereses no sea un Día Hábil, el pago correspondiente se deberá efectuar el Día Hábil inmediatamente siguiente, salvo que después de la Fecha de Intereses respectiva, no existiere Día Hábil alguno dentro del mismo mes, en cuyo caso el pago deberá efectuarse el Día Hábil inmediatamente anterior a dicha Fecha de Pago de Intereses. /F/ Comisiones. En virtud del Contrato de Crédito con Cobertura ECA,

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el Deudor se obligó a pagar al Agente ECA, actuando por cuenta de los Acreedores con Cobertura ECA, una comisión de compromiso /Commitment Fee , según dicho término se define en los Contratos de Crédito con Cobertura ECA/ en las fechas y por los montos determinados en dicho instrumento. /G/ Pagarés con Cobertura ECA. La obligación del Deudor de pagar el capital y los intereses de cada uno de los Préstamos con Cobertura ECA desembolsados por el respectivo Acreedor con Cobertura ECA, se documentará en uno o más pagarés regidos por ley chilena, debidamente firmados y entregados por el Deudor a la orden del respectivo Acreedor con Cobertura ECA, en adelante cada uno de ellos un “ Pagaré con Cobertura ECA ” y en conjunto, los “ Pagarés con Cobertura ECA ”, los cuales serán suscritos en la forma y oportunidad establecidas en los Contratos de Crédito con Cobertura ECA. III. CONTRATO DE CRÉDITO ECA / ECA DIRECT FACILITY AGREEMENT /. Por instrumento privado de esta misma fecha, celebrado en el extranjero, en idioma inglés, y sujeto a las leyes de Inglaterra, el Deudor, el Agente del Crédito ECA, el Agente Administrativo y el Acreedor ECA, suscribieron un contrato denominado “ ECA Direct Facility Agreement in Relation to the Mantoverde Development Project” /en adelante dicho contrato, según sea modificado, complementado o refundido de tiempo en tiempo, el “ Contrato de Crédito ECA ”, y conjuntamente con el Contrato de Crédito sin Cobertura y el Contrato de Crédito con Cobertura ECA, en adelante los “ Contratos de Crédito a Plazo Fijo ”/. Una copia del Contrato de Crédito ECA se ha protocolizado en esta Notaría con esta misma fecha, bajo el repertorio número [ ] guion dos mil veintiuno, cuyo contenido se da por enteramente reproducido en este acto. Sujeto a los términos y condiciones del Contrato de Crédito ECA, el Acreedor ECA se obligó a otorgar al Deudor uno o más préstamos en Dólares por un monto máximo total de hasta sesenta millones de Dólares por concepto de capital /cada uno de tales préstamos un “ Préstamo ECA ” y en conjunto, los “ Préstamos ECA ”, y conjuntamente con los Préstamos sin Cobertura y los Préstamos con Cobertura ECA, en adelante los “ Préstamos a Plazo Fijo ”/. / A / Concurrencia del Acreedor ECA. Sujeto a los términos y condiciones del Contrato de Crédito ECA, EFA se ha comprometido al otorgamiento de los Préstamos ECA en favor del Deudor por un monto de hasta sesenta millones de Dólares /el “ Monto Comprometido ECA ”/; ello sin perjuicio de los Montos Comprometidos ECA que el Acreedor ECA pueda transferir a otros Acreedores ECA o que le puedan ser transferidos en el futuro, en conformidad al Contrato de Crédito ECA. / B / Uso de los Fondos. Los ingresos producto de los Préstamos ECA serán utilizados exclusivamente para financiar los siguientes ítems: /i/ Costos del Proyecto; y /ii/ otras cantidades permitidas bajo los Documentos del Financiamiento. / C / Pago del Capital. Los pagos de capital correspondiente a los Préstamos ECA deberán ser realizados por los montos señalados en el Anexo C /Schedule C/ del Contrato de Crédito ECA. La primera fecha de pago de capital corresponderá /i/ al último día del primer trimestre inmediatamente siguiente a la fecha en que se cumplan ciento ochenta días desde la Fecha de Término del Proyecto, o /ii/ el treinta de septiembre de dos mil veinticuatro, lo que ocurra antes /en adelante la “ Fecha de Inicio de Pago de Capital ”/, y a partir de la Fecha de Inicio de Pago de Capital, cada fecha que corresponda a tres meses desde la fecha de pago de capital inmediatamente anterior, incluyendo la fecha de vencimiento de los Préstamos ECA /cada una de las fechas de pago de capital, una “ Fecha de Pago de Capital ”/. Si la Fecha de Pago de Capital del Préstamo ECA no fuere un Día Hábil, se entenderá extendido al Día Hábil siguiente salvo que no existiere después de la Fecha de Pago de Capital, Día Hábil alguno dentro del mismo mes, en cuyo caso el pago deberá efectuarse el Día Hábil inmediatamente anterior a la Fecha de Pago de Capital. /D/ Estipulaciones sobre Intereses. Cada Préstamo ECA, devengará interés sobre el saldo insoluto a contar de la fecha del desembolso respectivo, hasta la fecha del vencimiento de dicho préstamo /sea por aceleración u otra razón/, a una tasa de interés anual igual a la Tasa LIBOR para dicho Período de Interés /según dichos términos se definen en el Contrato de Crédito ECA/ más el Margen Aplicable . Para efectos del Contrato de Crédito ECA, se entiende por “ Margen Aplicable ”, / i / para el período que comienza con esta fecha y termina el día inmediatamente anterior a la Fecha de Término del Proyecto, cuatro por ciento anual; y / ii / en adelante, tres coma setenta y cinco por ciento anual. Los intereses adeudados por cada Préstamo ECA se pagarán trimestralmente los días treinta y

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uno de marzo, treinta de junio, treinta de septiembre y treinta y uno de diciembre de cada año /cada una, una “ Fecha de Pago de Intereses ”/. En caso de que una Fecha de Pago de Intereses no sea un Día Hábil, el pago correspondiente se deberá efectuar el Día Hábil inmediatamente siguiente, salvo que después de la Fecha de Intereses respectiva, no existiere Día Hábil alguno dentro del mismo mes, en cuyo caso el pago deberá efectuarse el Día Hábil inmediatamente anterior a dicha Fecha de Pago de Intereses. /E/ Comisiones. En virtud del Contrato de Crédito ECA, el Deudor se obligó a pagar a cada uno de los Acreedores ECA una Comisión de Compromiso /Commitment Fee , según dicho término se define en el Contrato de Crédito ECA/ y una Comisión Inicial / Upfront Fee, según dicho término se define en el Contrato de Crédito ECA / en las fechas y por los montos determinados en dicho instrumento . /F/ Pagarés ECA. La obligación del Deudor de pagar el capital y los intereses de cada uno de los Préstamos ECA desembolsados por el respectivo Acreedor ECA, se documentará en uno o más pagarés regidos por ley chilena, debidamente firmados y entregados por el Deudor a la orden del respectivo Acreedor ECA /en adelante cada uno de ellos un “ Pagaré ECA ”, en conjunto, los “ Pagarés ECA ”, y conjuntamente con los Pagarés sin Cobertura y los Pagarés con Cobertura ECA, en adelante los “ Pagarés ”/, los cuales serán suscritos en la forma y oportunidad establecidas en el Contrato de Crédito ECA. IV. CONTRATO DE FINANCIAMIENTO DE GARANTÍA DE CIERRE /BONDING FACILITY AGREEMENT/. Por instrumento privado de esta misma fecha celebrado en el extranjero, en idioma inglés, y sujeto a las leyes de Inglaterra, el Deudor, el Agente Administrativo, el Agente de Financiamiento de Garantía de Cierre y el Acreedor del Financiamiento de Garantía de Cierre celebraron un contrato denominado como “ Bonding Facility Agreement” /en adelante el “ Contrato de Financiamiento de Garantía de Cierre ”, y conjuntamente con los Contratos de Crédito a Plazo Fijo, en adelante los “ Contratos de Crédito Senior ”/. Una copia del Contrato de Financiamiento de Garantía de Cierre se ha protocolizado en esta Notaría con esta misma fecha, bajo el repertorio número [ ] guion dos mil veintiuno, cuyo contenido se da por enteramente reproducido en este acto. Sujeto a los términos y condiciones del Contrato de Financiamiento de Garantía de Cierre, el Acreedor de Garantía de Cierre se obligó a otorgar al Deudor préstamos en Unidades de Fomento, con el objeto de cubrir los eventuales pagos que el Acreedor del Financiamiento de Garantía de Cierre deba efectuar al Servicio Nacional de Geología y Minería (“ Sernageomin ”) con ocasión del cobro de las Garantías de Cierre de Faena Aceptables /Acceptable Closure Security , según dicho término se define en el Contrato de Financiamiento de Garantía de Cierre/ que el Acreedor del Financiamiento de Garantía de Cierre proceda a emitir a requerimiento del Deudor, para caucionar el cumplimiento del plan de cierre del Proyecto /el “ Plan de Cierre ”/, en conformidad a las disposiciones de la Ley veinte mil quinientos cincuenta y uno, su reglamento y demás normas aplicables /en adelante, cada desembolso efectuado por el Acreedor del Financiamiento de Garantía de Cierre con motivo del cobro de una Garantías de Cierre de Faena Aceptable, un “ Préstamo Garantía de Cierre ” y en conjunto, los “ Préstamos Garantía de Cierre ”, y conjuntamente con los Préstamos a Plazo Fijo, en adelante los “ Préstamos Senior ”/. / A / Garantías de Cierre de Faena Aceptables. Sujeto a los términos y condiciones del Contrato de Financiamiento de Garantía de Cierre, el Acreedor del Financiamiento de Garantía de Cierre se ha comprometido a emitir a requerimiento del Deudor una Garantía de Cierre de Faena Aceptable para cada año calendario, durante los años y por los montos que se indican en el Anexo C /Schedule C/ del referido contrato, según sea modificado de tiempo en tiempo, esto es: /a/ para el año dos mil veintiuno, quinientas noventa y seis mil Unidades de Fomento; /b/ para el año dos mil veintidós, seiscientos sesenta y nueve mil Unidades de Fomento; /c/ para el año dos mil veintitrés, setecientos cuarenta y tres mil Unidades de Fomento; /d/ para el año dos mil veinticuatro, ochocientos veinte mil Unidades de Fomento; /e/ para el año dos mil veinticinco, ochocientos noventa y nueve mil Unidades de Fomento; /f/ para el año dos mil veintiséis, novecientos ochenta mil Unidades de Fomento; /g/ para el año dos mil veintisiete, un millón sesenta y ocho mil Unidades de Fomento; /h/ para el año dos mil veintiocho, un millón ciento cuarenta y ocho mil Unidades de Fomento; /i/ para el año dos mil veintinueve, un mill´n doscientos treinta y seis mil Unidades de Fomento; y /j/ para el año dos mil treinta , un millón doscientos cincuenta y cinco mil Unidades de Fomento /en adelante, el

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monto comprometido para cada año calendario un “Monto Comprometido Garantía de Cierre” , y todos conjuntamente, los “ Montos Comprometidos Garantía de Cierre ”/. / B / Pago del Capital. Los pagos de capital correspondiente a los Préstamos Garantía de Cierre deberán efectuarse /i/ el Día Hábil que caiga treinta días hábiles bancarios contados desde la fecha en que el Acreedor del Financiamiento de Garantía de Cierre deba efectuar un desembolso con motivo del cobro de una Garantías de Cierre de Faena Aceptable, o /ii/ el veintidós de enero de dos mil treinta y uno, lo que ocurra antes /la“ Fecha de Pago de Capital ”/. Si la Fecha de Pago de Capital del Préstamo Garantía de Cierre no fuere un Día Hábil, se entenderá extendido al Día Hábil siguiente salvo que no existiere después de la Fecha de Pago de Capital, Día Hábil alguno dentro del mismo mes, en cuyo caso el pago deberá efectuarse el Día Hábil inmediatamente anterior a la Fecha de Pago de Capital. /C/ Estipulaciones sobre Intereses. Cada Préstamo Garantía de Cierre, devengará interés sobre el saldo insoluto a contar de la fecha del desembolso respectivo, y hasta la Fecha de Pago de Capital /sea por aceleración u otra razón/, a una tasa de interés anual igual a la Tasa TAB UF Noventa para dicho período de interés / TAB UF90, según dicho término se define en el Contrato de Financiamiento de Garantía de Cierre/ más el Margen Aplicable . Para efectos del Contrato de Financiamiento de Garantía de Cierre se entiende por “ Margen Aplicable ”, / i / para el período que comienza con esta fecha y termina el día inmediatamente anterior a la Fecha de Término del Proyecto, tres coma setenta y cinco por ciento anual; / ii / para el período que comienza en la Fecha de Término del Proyecto y termina el séptimo aniversario desde la Fecha Efectiva / Effective Date, según dicho término se define en el Contrato de Términos Comunes, y en adelante la “ Fecha de Cierre Financiero ”/, tres coma cincuenta por ciento anual; y /iii/ en adelante, tres coma setenta y cinco por ciento anual. Los intereses adeudados por cada Préstamo Garantía de Cierre se pagarán conjuntamente con el capital en la Fecha de Pago de Capital. /D/ Comisiones. En virtud del Contrato de Financiamiento de Garantía de Cierre, el Deudor se obligó a pagar a cada uno de los Acreedores Garantía de Cierre una Comisión de Compromiso /Commitment Fee , según dicho término se define en el Contrato de Financiamiento de Garantía de Cierre/ y una comisión por cada Garantía de Cierre de Faena Aceptable emitida, en las fechas y por los montos determinados en dicho instrumento . /E/ Pagarés de Garantía de Cierre. La obligación del Deudor de pagar el capital y los intereses de cada uno de los Préstamos Garantía de Cierre desembolsados por los Acreedores de Garantía de Cierre, se documentará en uno o más pagarés regidos por ley chilena, debidamente firmados y entregados por el Deudor a la orden del respectivo Acreedor de Garantía de Cierre de Faena, en adelante cada uno de ellos un “ Pagaré de Garantía de Cierre ” y en conjunto, los “ Pagarés de Garantía de Cierre ”, los cuales serán suscritos en la forma y oportunidad establecidas en el Contrato de Financiamiento de Garantía de Cierre. V. CONTRATOS DE DERIVADOS /PERMITTED HEDGING AGREEMENTS/. / A / Contrato de Cobertura sobre Tasa de Interés /Permitted Interest Rate Hedging Agreement/ . / a / Con el objeto de obtener cobertura a las posibles fluctuaciones a las tasas de interés del financiamiento otorgado al amparo de los Contratos de Crédito Senior, el Deudor celebrará con una o más Proveedores de Cobertura de Tasa de Interés Permitidos uno o más Contratos de Cobertura sobre Tasa de Interés Permitidos / Permitted Interest Rate Hedge Agreement , según este término se define en el Contrato de Términos Comunes y en adelante el “ Contrato de Cobertura sobre Tasa de Interés Permitido ”/. / b / Al amparo de lo anterior, todos los Contratos de Cobertura sobre Tasa de Interés Permitidos celebrados entre el Deudor y las Proveedores de Cobertura de Tasa de Interés Permitidos serán suscritos en idioma inglés, sujetos a las leyes de Inglaterra /en adelante los “Dos Mil Dos ISDA Master Agreements Cobertura de Tasa de Interé s ” y conjuntamente con los respectivos anexos /“ Schedules ”/ y si procede, “ Credit Support Annexes ”/que se suscriban los “ ISDA Master Agreements Cobertura Tasa de Interés ”/. / c / Asimismo, el Deudor y el respectivo Proveedor de Cobertura de Tasa de Interés Permitido de los ISDA Master Agreements Cobertura Tasa de Interés suscribirán confirmaciones /“ confirmations ”/ relativas a los ISDA Master Agreements Cobertura Tasa de Interés /en adelante cada una de ellas, la “ Confirmación Cobertura Tasa de Interés ”, y dos o más en conjunto, las “ Confirmaciones Cobertura Tasa de Interés ”/. En adelante, los ISDA Master Agreements Cobertura Tasa de Interés y sus correspondientes Confirmaciones Cobertura Tasa

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de Interés, y todos aquellos otros contratos de derivados que se celebren de tiempo en tiempo y que califiquen como un Contrato de Cobertura sobre Tasa de Interés Permitido, según dicho término se define en el Contrato de Términos Comunes, según sean modificados, complementados o refundidos de tiempo en tiempo, se denominan en adelante, los “ Contratos de Derivados sobre Tasa de Interés ”. / B / Contrato de Cobertura sobre Tipo de Cambio Permitidos /Permitted FX Hedging Agreement/ . / a / Con el objeto de obtener cobertura a las posibles fluctuaciones del tipo d cambio de divisas del financiamiento otorgado al amparo de los Contratos de Crédito Senior, el Deudor celebrará con una o más Proveedores de Cobertura de Tipo de Cambio Permitidos uno o más Contratos de Cobertura de Tasa sobre Tipo de Cambio Permitidos / Permitted FX Hedging Agreement , según este término se define en el Contrato de Términos Comunes y en adelante el “ Contrato de Cobertura sobre Tipo de Cambio Permitido ”/. / b / Al amparo de lo anterior, todos los Contratos de Cobertura sobre Tipo de Cambio Permitido celebrados entre el Deudor y los Proveedores de Cobertura de Tipo de Cambio Permitidos serán suscritos en idioma inglés, sujetos a las leyes de Inglaterra /en adelante los “Dos Mil Dos ISDA Master Agreements Cobertura de Tipo de Cambio” y conjuntamente con los respectivos anexos /“ Schedules ”/ y si procede, “ Credit Support Annexes ”/que se suscriban los “ ISDA Master Agreements Cobertura Tipo de Cambio ”/. / c / Asimismo, el Deudor y el respectivo Proveedor de Cobertura de Tipo de Cambio Permitido de los ISDA Master Agreements Cobertura Tipo de Cambio suscribirán confirmaciones /“ confirmations ”/ relativas a los ISDA Master Agreements Cobertura Tipo de Cambio /en adelante cada una de ellas, la “ Confirmación Cobertura Tipo de Cambio ”, y dos o más en conjunto, las “ Confirmaciones Cobertura Tipo de Cambio ”/. En adelante, los ISDA Master Agreements Cobertura Tipo de Cambio y sus correspondientes Confirmaciones Cobertura Tipo de Cambio, y todos aquellos otros contratos de derivados que se celebren de tiempo en tiempo y que califiquen como un Contrato de Cobertura sobre Tipo de Cambio Permitido, según dicho término se define en el Contrato de Términos Comunes, según sean modificados, complementados o refundidos de tiempo en tiempo, se denominan en adelante, los “ Contratos de Derivados sobre Tipo de Cambio ”. / C / Contrato de Cobertura sobre Materia Prima Permitidos /Permitted Commodity Hedging Agreement/ . / a / Con el objeto de obtener cobertura a las posibles fluctuaciones a los precios de las materias primas durante el financiamiento otorgado al amparo de los Contratos de Crédito Senior, el Deudor celebrará con una o más Proveedores de Cobertura de Materia Prima Permitidos uno o más Contratos de Cobertura sobre Materia Prima Permitidos / Permitted Commodity Hedging Agreement , según este término se define en el Contrato de Términos Comunes y en adelante el “ Contrato de Cobertura sobre Materia Prima Permitido ”/. / b / Al amparo de lo anterior, todos los Contratos de Cobertura sobre Materia Prima Permitidos celebrados entre el Deudor y las Proveedores de Cobertura de Materia Prima Permitidos serán suscritos en idioma inglés, sujetos a las leyes de Inglaterra /en adelante los “Dos Mil Dos ISDA Master Agreements Cobertura de Materia Prima” y conjuntamente con los respectivos anexos /“ Schedules ”/ y si procede, “ Credit Support Annexes ”/que se suscriban los “ ISDA Master Agreements Cobertura Materia Prima ”/. / c / Asimismo, el Deudor y el respectivo Proveedor de Cobertura de Materia Prima Permitido de los ISDA Master Agreements Cobertura Materia Prima suscribirán confirmaciones /“ confirmations ”/ relativas a los ISDA Master Agreements Cobertura Materia Prima /en adelante cada una de ellas, la “ Confirmación Cobertura Materia Prima ”, y dos o más en conjunto, las “ Confirmaciones Cobertura Materia Prima ”/. En adelante, los ISDA Master Agreements Cobertura Materia Prima y sus correspondientes Confirmaciones Cobertura Materia Prima, y todos aquellos otros contratos de derivados que se celebren de tiempo en tiempo y que califiquen como un Contrato de Cobertura sobre Materia Prima Permitido, según dicho término se define en el Contrato de Términos Comunes, según sean modificados, complementados o refundidos de tiempo en tiempo, se denominan en adelante, los “ Contratos de Derivados sobre Materia Prima ” y conjuntamente con los Contratos de Derivados sobre Tipo de Cambio Permitido y los Contratos de Derivados sobre Tasa de Interés, en adelante los “ Contratos de Derivados ”. VI. CONTRATO DE TÉRMINOS COMUNES /COMMON TERMS AGREEMENT/. Por instrumento privado de esta misma fecha celebrado en el extranjero, en idioma inglés, y sujeto a las

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leyes de Inglaterra, el Deudor, los Agentes Estructuradores, el Agente Administrativo, el Agente de Acreedores, el Agente ECA, el Agente de Garantías Local, el Agente de Garantías Internacional, el Agente de Documentación, el Agente Técnico, el Agente de Seguros, el Agente de E&S, los Agentes de Cuentas, los Acreedores Senior y los Proveedores de Cobertura Permitidos celebraron un contrato denominado “Common Terms Agreement” /en adelante dicho contrato, según sea modificado, complementado o refundido de tiempo en tiempo, el “ Contrato de Términos Comunes ”/, en virtud del cual las partes suscriptoras del Contrato de Crédito sin Cobertura, los Contratos de Crédito con Cobertura ECA, el Contrato de Crédito ECA, el Contrato de Financiamiento de Garantía de Cierre y los Contratos de Derivados regularon todos los términos y condiciones comunes aplicables a los Contratos de Crédito Senior y a los Contratos de Derivados, así como a los restantes documentos calificados como Documentos del Financiamiento / Finance Documents , según dicho término se define en el Contrato de Términos Comunes/. El Contrato de Términos Comunes contiene entre otras, y sin que implique limitación, las siguientes disposiciones: /i/ las definiciones y reglas de interpretación aplicables a los Contratos de Crédito Senior y los Contratos de Derivados; /ii/ las condiciones precedentes para cursar los desembolsos bajo los Contratos de Crédito Senior; / iii / ciertas condiciones uniformes de pago de los montos adeudados bajo los Contratos de Crédito Senior; / iv / los eventos en que el Deudor debe o puede realizar prepagos obligatorios / Mandatory Prepayments , según dicho término se define en el Contrato de Términos Comunes/ o voluntarios / Voluntary Prepayments, según dicho término se define en el Contrato de Términos Comunes/, según corresponda, de los préstamos adeudados bajo los contratos de Crédito Senior; /v/ las representaciones y garantías dadas por el Deudor; /vi/ las obligaciones de hacer y de no hacer del Deudor; /vii/ los distintos eventos de incumplimiento aplicables a los Contratos de Crédito Senior y los demás Documentos del Financiamiento /Events of Default, según dicho término se define en el Contrato de Términos Comunes, y en adelante las “ Causales de Incumplimiento ”/, que facultarán a los acreedores bajo los Contratos de Crédito Senior para declarar como de plazo vencido e inmediatamente exigibles todo o parte del saldo adeudado de los préstamos otorgados bajo los Contratos de Crédito Senior; / viii / disposiciones relativas a situaciones de aumento de costos para los Acreedores Senior en el otorgamiento y mantención de los préstamos otorgados bajo los Contratos de Crédito Senior; y / ix / el pago de comisiones, impuestos, gastos, honorarios, costas y otras sumas. Una copia del Contrato de Términos Comunes se ha protocolizado en esta Notaría con esta misma fecha, bajo el repertorio número [ ] guion dos mil veintiuno, cuyo contenido se da por enteramente reproducido en este acto. VII. CONTRATO DE AGENCIA DE ACREEDORES Y GARANTÍAS /INTERCREDITOR AND COLLATERAL AGENCY DEED/. Por instrumento privado de esta misma fecha celebrado en el extranjero, en idioma inglés, y sujeto a las leyes de Inglaterra, el Agente de Acreedores, el Agente Administrativo, el Agente del Crédito sin Cobertura, el Agente ECA, el Agente del Crédito ECA, el Agente del Financiamiento de Garantía de Cierre, el Agente de Garantías Local, el Agente de Garantías Internacional, los Acreedores Senior y el Deudor celebraron un contrato denominado en inglés como “ Intercreditor and Collateral Agency Deed” /en adelante dicho contrato, según sea modificado, complementado o refundido de tiempo en tiempo, el “ Contrato de Acreedores ”/, en virtud del cual las partes suscriptoras regularon los términos necesarios para que los derechos de cada parte bajo los actos jurídicos comprendidos bajo el concepto de Finance Documents /según dichos términos se definen en el Contrato de Términos Comunes/ y bajo las garantías otorgadas para asegurar el debido cumplimiento de las obligaciones que de ellos emanan, se ejercieran de manera coordinada, así como la toma de decisiones entre las partes de los Finance Documents con respecto a determinadas materias, las medidas ante el incumplimiento del Deudor, el uso y la distribución de los pagos y montos obtenidos en la ejecución de las garantías, entre otros. Una copia del Contrato de Acreedores se ha protocolizado en esta Notaría con esta misma fecha, bajo el repertorio número [ ] guion dos mil veintiuno, cuyo contenido se da por enteramente reproducido en este acto. VIII. CONTRATO DE CUENTAS DEL PROYECTO /ACCOUNTS AGREEMENT/. Por instrumento privado de esta misma fecha celebrado en el

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extranjero, en idioma inglés, y sujeto a las leyes de Inglaterra, el Deudor, el Agente de Cuentas Local, el Agente de Cuentas Internacional, el Agente Administrativo, el Agente de Garantías Local y el Agente de Garantías Internacional, celebraron un contrato denominado “Accounts Agreement Relating to the Project Finance Facilities made Available to the Borrower in Relation to the Mantoverde Develpoment Project” /en adelante dicho contrato, según sea modificado, complementado o refundido de tiempo en tiempo, el “ Contrato de Cuentas ”/, en virtud de las cuales se establecieron las distintas cuentas en las que se efectuarían los cargos y abonos bajo el Proyecto y los distintos documentos relacionados a los Contratos de Crédito Senior y los demás Documentos del Financiamiento. En dichas cuentas, el Deudor se ha obligado a depositar, en la medida y orden en que señale el Contrato de Cuentas, todos los ingresos asociados al Proyecto, y a hacer uso de los fondos depositados en tales cuentas del Proyecto siguiendo las órdenes y requisitos que se indican en el mismo, en el Contrato de Términos Comunes, o en cualquier otro Documento del Financiamiento, según corresponda. Una copia del Contrato de Cuentas se ha protocolizado en esta Notaría con esta misma fecha, bajo el repertorio número [ ] guion dos mil veintiuno, cuyo contenido se da por enteramente reproducido en este acto. IX. CONTRATO DE AGENCIA DE GARANTÍAS LOCAL /ONSHORE COLLATERAL AGENCY AGREEMENT/. Mediante escritura pública de esta misma fecha otorgada en esta Notaría bajo número de repertorio número [ ] guion dos mil veintiuno, BANCO DE CRÉDITO E INVERSIONES, ha sido designado como Agente de Garantías Local, de conformidad con lo establecido en el artículo dieciocho de la Ley número veinte mil ciento noventa, de fecha cinco de junio de dos mil siete, a fin de que represente a las Partes Garantizadas, según corresponda, en la constitución, modificación o extinción de las garantías otorgadas para asegurar el cumplimiento íntegro, exacto y oportuno de las Obligaciones Garantizadas de Primer Grado, según corresponda y en el ejercicio mancomunado de los derechos que para ellos emanen de dichas garantías que el Deudor se ha obligado a otorgar bajo cada uno de los Contratos de Crédito Senior, los Pagarés y los demás Documentos del Financiamiento, según corresponda, en adelante, el “ Contrato de Agencia de Garantías Local ”. El Deudor toma conocimiento de este poder y se obliga a reconocerlo y a aceptarlo cada vez que el Agente de Garantías Local, o la persona que represente al Agente de Garantías Local, lo invoque, judicial o extrajudicialmente.

/UNO.TRES/ DOCUMENTOS DEL FINANCIAMIENTO. Para los efectos del presente contrato, se entenderá por “ Documentos del Financiamiento ” todos y cada uno de los documentos identificados como Finance Documents bajo el Contrato de Términos Comunes. Adicionalmente, para efectos del presente contrato también se considerarán como Documentos del Financiamiento: /i/ todo otro documento nombrado como Documento del Financiamiento, ya sea en el mismo documento o en uno de los documentos nombrados precedentemente o en cualquiera de los Documentos del Financiamiento, y cualquier otro documento nombrado como Documento del Financiamiento conjuntamente por el Deudor y el Agente Administrativo; /ii/ todo complemento, modificación, autorización o renuncia de derechos otorgado en relación con cualquiera de los documentos nombrados precedentemente /sea o no que dicho complemento, modificación, autorización o renuncia de derechos señale expresamente que se trata de un Documento del Financiamiento o de los documentos señalados precedentemente/; y /iii/ cada uno de los documentos otorgados en reemplazo de cualquiera de los documentos señalados en el presente numeral.

/UNO.CUATRO/ INTERPRETACIÓN Y DEFINICIONES. A menos que se disponga lo contrario, cualquier referencia en el presente contrato a cualquier persona incluirá a sus sucesores y cesionarios permitidos bajo los Documentos del Financiamiento. Todos los términos definidos en su forma singular tendrán el mismo significado cuando sean usados en su forma plural y viceversa. Los términos en idioma inglés que no se encuentren expresamente definidos en este instrumento, tendrán la definición que se les asigna en los Documentos del Financiamiento. En caso de cualquier contradicción entre los términos definidos o cláusulas del presente instrumento y los términos o

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cláusulas previstos en los Documentos del Financiamiento, los términos y cláusulas previstos en los Documentos del Financiamiento prevalecerán.

CLÁUSULA SEGUNDA: OBLIGACIONES GARANTIZADAS.

Las Partes dejan constancia que la garantía de que da cuenta este instrumento tiene por objeto asegurar a las Partes Garantizadas el total, íntegro y oportuno cumplimiento de las siguientes obligaciones que se indican a favor de las Partes Garantizadas: /i/ todas y cada una de las obligaciones asumidas por el Deudor en virtud de los Contratos de Crédito Senior, los Pagarés y sus eventuales hojas de prolongación, los Contratos de Derivados, el Contrato de Términos Comunes, el Contrato de Acreedores, el Contrato de Cuentas y los demás Documentos del Financiamiento, incluyendo, sin que implique limitación, el valor de las Cartas de Crédito Aceptables emitidas y/o cobradas, y los honorarios y primas adeudadas bajo la Garantía ECA en los términos previstos en el Contrato de Crédito con Cobertura ECA y los demás Documentos del Financiamiento; /ii/ en general, todas y cada una de las obligaciones asumidas por parte del Deudor, para con los Agentes o cualquiera de las Partes Garantizadas de todo tipo y descripción como quiera que surjan, bajo los Documentos del Financiamiento, incluyendo, pero no limitado a, la obligación de pagar el capital, los intereses, comisiones u honorarios razonables, cargos, gastos, honorarios razonables de abogados y consultores cobrables al Deudor , y demás montos adeudados bajo los demás Documentos del Financiamiento, así como cualquier otro monto debido en virtud de los Documentos del Financiamiento; /iii/ todas y cada una de las sumas avanzadas por el Agente de Garantías Local o cualquier Parte Garantizada para la preservación de una garantía, incluyendo la que se concede por el presente instrumento; /iv/ en el caso de una acción de ejecución, los gastos por retomar, mantener, preparar para su venta o arrendamiento, la venta u otra disposición del bien dado en garantía o cualquier ejercicio por los Agentes de Garantías o las Partes Garantizadas de sus derechos bajo los documentos de garantía junto con los honorarios razonables de abogados y gastos judiciales; y estas obligaciones, sean vencidas o no, existentes o por existir, como asimismo los créditos y documentos que sustituyan o reemplacen en todo o parte dichas obligaciones, sea mediante novación, reprogramación o a cualquier otro título, sea que nazcan por vía de subrogación, y cualquiera otra modificación de que sean objeto en el futuro, se denominará en adelante una “ Obligación Garantizada ” y conjuntamente las “ Obligaciones Garantizadas ”.

CLÁUSULA TERCERA: SUBORDINACIÓN.

/Tres.Uno/ Obligaciones Subordinadas. Por medio de [●] /en adelante el “ Título ”/, el Deudor reconoció adeudar al Acreedor Subordinado, las siguientes cantidades: [●], todo ello sujeto a los términos y condiciones establecidos en el referido instrumento, obligándose el Deudor, entre otras obligaciones, a devolver al Acreedor Subordinado dichas sumas /en adelante las obligaciones del Deudor a favor del Acreedor Subordinado bajo el instrumento antes referido, así como cualquier otra obligación que por cualquier causa o motivo llegue a adeudar el Deudor al Acreedor Subordinado en el futuro en adelante los “ Créditos Subordinados ”/;

/Tres.Dos/ Subordinación de Obligaciones. Por este acto, el Deudor y el Acreedor Subordinado, debidamente representados en la forma indicada en la comparecencia de este instrumento, acuerdan una subordinación de créditos, en los términos del artículo dos mil cuatrocientos ochenta y nueve del Código Civil, a favor del Agente de Garantías Local, en representación y beneficio conjunto de las Partes Garantizadas. En virtud de lo anterior, se subordina el cumplimiento de los Créditos Subordinados que actualmente tiene el Acreedor Subordinado en contra del Deudor, al cumplimiento previo e íntegro, al contado, en efectivo y en dólares de los Estados Unidos de América, de las Obligaciones Garantizadas, ello en las condiciones que se establecen en el presente instrumento; y

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/Tres.Tres/ Entrega. Se deja constancia que, con esta fecha, el Acreedor Subordinado ha hecho entrega en custodia al Agente de Garantías Local, de copia del Título en el que se documentan los Créditos Subordinados y que se encuentra protocolizado con fecha [●], bajo el repertorio número [●], en la Notaría de [●].

CLÁUSULA CUARTA: OBLIGACIONES.

/Cuatro.Uno/ Obligaciones del Deudor. En virtud de la subordinación pactada, y salvo que se permita bajo los Documentos del Financiamiento o previa autorización escrita del Agente de Garantías Local, en nombre y representación de las Partes Garantizadas, el Deudor se obliga en favor del Agente de Garantías Local y de las Partes Garantizadas conjuntamente a que, mientras se encuentre pendiente cualquiera de las Obligaciones Garantizadas, no podrá:

/a/ Pagar, devolver, redimir, comprar ni adquirir de cualquier otro modo o saldar la totalidad o parte de los Créditos Subordinados, sea en dinero o en otras especies;

/b/ Permitir que ninguna persona compre o adquiera por cesión, o de cualquier otro modo, cualquiera de los Créditos Subordinados;

/c/ Compensar cualquiera de los Créditos Subordinados, en todo o en parte;

/d/ Crear o permitir gravamen alguno ni otorgar ninguna garantía ni indemnización adicionales con respecto a cualquiera de los Créditos Subordinados, distintas de las garantías o indemnizaciones pactadas en virtud de los Documentos del Financiamiento;

/e/ Extinguir de cualquier otra forma cualquiera de los Créditos Subordinados, entendiéndose en todo caso que el Acreedor Subordinado podrá capitalizar dichas obligaciones en el Deudor; y

/f/ En general, realizar u omitir realizar una acción que pueda impedir la subordinación acordada en este Contrato.

/Cuatro.Dos/ Obligaciones del Acreedor Subordinado. El Acreedor Subordinado se obliga en favor del Agente de Garantías Local y de las Partes Garantizadas a que, mientras existan Obligaciones Garantizadas adeudadas, y a menos que lo autoricen los Documentos del Financiamiento o previa autorización escrita del Agente de Garantías Local, en nombre y representación de las Partes Garantizadas, no podrá:

/a/ Solicitar, reclamar judicialmente, requerir o recibir, mediante pago efectivo, sea en dinero o en otras especies, compensación o de cualquier otro modo, la totalidad o parte de cualquiera de los Créditos Subordinados;

/b/ Reclamar el pago de la totalidad o parte de los Créditos Subordinados, iniciar procedimiento judicial o extrajudicial alguno en contra del Deudor, o tomar acción de cobro alguna con respecto a cualquiera de los Créditos Subordinados, incluyendo cualquier derecho de exigibilidad y/o de aceleración anticipada;

/c/ Iniciar cualquier acción o medida, mediante petición, solicitud, ejecución o votación, con miras a, o en relación con, cualquier procedimiento concursal respecto del Deudor, sin perjuicio de lo cual el Acreedor Subordinado podrá adoptar todos los resguardos y realizar todas las gestiones tendientes a cautelar la existencia, validez y exigibilidad de los Créditos Subordinados y hacer efectivos sus derechos y su cobro, así como concurrir a verificar sus créditos en tales procedimientos cuando aquellos no hubieran sido iniciados por él, en cuyo caso se aplicarán las disposiciones de la sección

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/Cuatro.Tres/; y siempre que dicha verificación no implique el pago de los Créditos Subordinados antes que el pago de las Obligaciones Garantizada s ;

/d/ Compensar cualquiera de los Créditos Subordinados, en todo o en parte, con montos que a su vez se adeuden al Deudor;

/e/ Permitir que exista o solicitar cualquier garantía o gravamen en su favor sobre cualquiera de los Créditos Subordinados;

/f/ Permitir que exista o recibir cualquier prima o seguro por pérdidas en relación a cualquiera de los Créditos Subordinados;

/g/ Permitir que los Créditos Subordinados sean evidenciados en instrumentos distintos de los individualizados en la sección /Tres.Uno/ precedente, sin el consentimiento previo del Agente de Garantías Local;

/h/ Acelerar cualquiera de los Créditos Subordinados o exigir su pago anticipadamente si a consecuencia de dicha aceleración o pago anticipado los Créditos Subordinados se pagan antes que las Obligaciones Garantizadas;

/i/ Modificar cualquiera de los términos y condiciones de los Créditos Subordinados sin el consentimiento previo del Agente de Garantías Local, salvo que la modificación de que se trate se encuentre autorizada en los Documentos del Financiamiento;

/j/ De cualquier otra forma, extinguir cualquiera de los Créditos Subordinados, entendiéndose que en todo caso podrá capitalizar las dichas obligaciones en el Deudor;

/k/ Ceder y/o transferir los Créditos Subordinados; y

/l/ Realizar u omitir tomar una acción que pueda impedir la subordinación acordada en este convenio.

/Cuatro.Tres/ Retención y repetición.

/a/ En el evento que el Acreedor Subordinado reciba pagos de cualquier naturaleza, ya sea en efectivo, valores u otros bienes, o repartos, por concepto de los Créditos Subordinados en incumplimiento de este acuerdo o en casos no autorizados por los Documentos del Financiamiento, salvo por aquellas distribuciones permitidas bajo el Contrato de Acreedores y los Documentos del Financiamiento, deberá retener dichos montos hasta por un valor equivalente a las Obligaciones Garantizadas, y entregar esa suma, pago o reparto de igual forma a como lo recibió, lo más pronto posible al Agente de Garantías Local, en pago de las Obligaciones Garantizadas. En estos casos, no podrá entenderse que el Crédito Subordinado compensado se encuentra extinguido, subsistiendo en todas sus partes las acciones que el Acreedor Subordinado tenga contra el Deudor, sin perjuicio del convenio de subordinación que consta del presente instrumento;

/b/ En el evento que cualquiera de los Créditos Subordinados sea compensado de cualquier forma, el Acreedor Subordinado deberá entregar inmediatamente al Agente de Garantías Local una suma equivalente al monto compensado, en pago de las Obligaciones Garantizadas; y

/ c / Si el Acreedor Subordinado omite o se encuentra impedido de realizar la entrega referida en letras precedentes de esta sección, el Agente de Garantías Local se entenderá autorizado y con poderes suficientes para realizarla en nombre y representación del primero, cualesquiera sean las gestiones que deba realizar al efecto.

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CLÁUSULA QUINTA: SUBORDINACIÓN EN CASO DE INSOLVENCIA.

/Cinco.Uno/ Insolvencia.

/a/ El Acreedor Subordinado reconoce y acepta que, siempre que no implique un incumplimiento de las disposiciones contenidas en la Ley número veinte mil setecientos veinte /en adelante la “ Ley de Insolvencia y Reemprendimiento ”/, y en las demás normas legales aplicables , y salvo que se autorizare lo contrario en los Documentos del Financiamiento, en cualquiera de las siguientes circunstancias, el Agente de Garantías Local, en representación y beneficio conjunto de las Partes Garantizadas, tendrá derecho a recibir el pago completo de todos los montos vencidos o que hayan de vencer de, y que tengan su origen en las Obligaciones Garantizadas, antes que el Acreedor Subordinado tenga derecho a recibir cantidad alguna por concepto de pago a cuenta de alguno de los Créditos Subordinados: i./ Si el Deudor incurriere en cesación de pagos o suspendiere sus pagos o reconociere por escrito la imposibilidad de pagar sus deudas o suscribiere un Acuerdo de Reorganización Judicial o Extrajudicial o Simplificado, o hicieren cesión general o abandono de bienes en beneficio de sus acreedores u otros procedimientos concursales entre el Deudor y sus acreedores; o si se iniciare o dictare en contra del Deudor un Procedimiento Concursal de Liquidación /según este término se define en la Ley de Insolvencia y Reemprendimiento/; o si se iniciare cualquier procedimiento por o contra el Deudor tendiente a su disolución, liquidación, reorganización, concurso, ajuste o arreglo de pagos del Deudor o de sus bienes, de acuerdo con cualquier Ley de Insolvencia y Reemprendimiento, en cualquier tipo de jurisdicción; o si se designare a un liquidador o veedor, martillero concursal u otro funcionario similar respecto del Deudor o de parte importante de sus bienes, o si el Deudor tomare cualquier medida para permitir alguno de los actos señalados precedentemente; ii./ En caso que tenga lugar una junta de accionistas o una sesión de directorio del Deudor, que tenga por objeto acordar la liquidación, disolución u otra terminación del mismo, o cualquier procedimiento equivalente o análogo bajo las leyes de la República de Chile, incluyendo cualquier procedimiento bajo la Ley de Insolvencia y Reemprendimiento, sea parcial o total, voluntaria o involuntaria, y sea o no que considere la insolvencia, administración, reorganización o acuerdos con los acreedores u otro evento similar respecto del Deudor, o que alguna de las materias señaladas en este numeral ii./ fuere decidida en tal sentido; iii./ Si fuere ejecutada cualquier garantía sobre cualquiera de los activos del Deudor o de terceros que garanticen el cumplimiento de las Obligaciones Garantizadas; iv./ Si efectuare cualquier cesión de bienes en beneficio de los acreedores u otra intervención de los activos y pasivos del Deudor; y v./ Si cualquier otra medida o procedimiento relativo o semejante a lo contemplado en los numerales i./ a iv./ precedentes fueren adoptados en cualquier tipo de jurisdicción;

/b/ Lo establecido en la letra /a/ anterior incluirá el derecho de las Partes Garantizadas en la totalidad de las Obligaciones Garantizadas. Para tal efecto, el Acreedor Subordinado reconoce y acepta que cualquier pago o distribución de cualquier tipo o carácter, sea en dinero, valores u otros bienes que pueda ser efectuado respecto de los Créditos Subordinados en cualquiera de los casos, procesos, disoluciones, liquidaciones u otra terminación o evento señalados en la letra /a/ anterior, en incumplimiento del presente acuerdo de subordinación, deberá, en su lugar, ser destinado a pagar al Agente de Garantías Local, en representación y beneficio conjunto de las Partes Garantizadas, las Obligaciones Garantizadas, estén o no vencidas, hasta que las Obligaciones Garantizadas hayan sido extinguidas en su integridad, de acuerdo al Contrato de Términos Comunes y los demás Documentos del Financiamiento, con preferencia a los Créditos Subordinados; y

/c/ Adicionalmente, y en cuanto se encuentre permitido por la legislación aplicable, el Acreedor Subordinado reconoce y acepta que instruirá a quien se desempeñe como veedor, liquidador, cesionario o a cualquier otra persona que se encuentre a cargo de la distribución o reparto de los bienes del Deudor, o del producto de la ejecución o liquidación de éstos, en los casos indicados en la

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letra /a/ precedente, para que efectúe todo pago o reparto en relación con los Créditos Subordinados directamente al de Agente de Garantías Local, mientras las Obligaciones Garantizadas no hayan sido íntegramente extinguidas. El Acreedor Subordinado enviará todos los avisos y ejecutará todas las acciones que el Agente de Garantías Local razonablemente le requiera en orden a dar efecto a las estipulaciones contenidas en esta sección /Cinco.Uno/; y

/Cinco.Dos/ Autorizaciones y Poder Especial.

/a/ El Acreedor Subordinado autoriza y otorga poder especial irrevocable y gratuito, en los términos del artículo doscientos cuarenta y uno del Código de Comercio, pero tan amplio como en derecho sea necesario, al Agente de Garantías Local, para el evento en que un liquidador, veedor, juez u otra autoridad competente acuerde un pago a los Acreedores Subordinados emanado de los Créditos Subordinados en alguna de las situaciones señaladas en la sección /Cinco.Uno/ en forma preferente a las Obligaciones Garantizadas, puedan exigir, demandar, cobrar, percibir y otorgar recibos por todos los pagos y distribuciones de, o en relación con, los Créditos Subordinados que a ellos deban ser pagados o entregados de conformidad al presente acuerdo de subordinación, y para presentar todos los reclamos, probar, acreditar y realizar cualquier otra actuación que pueda estimar necesaria o apropiada para cobrar cualquiera de los Créditos Subordinados y dar efecto al presente convenio;

/b/ Para el evento en que ocurra cualquiera de las circunstancias señaladas en la Sección /Cinco.Uno/ anterior, el Acreedor Subordinado autoriza y otorga poder especial irrevocable y gratuito al Agente de Garantías Local, o la entidad que lo reemplace o suceda en esa calidad, en los términos del artículo doscientos cuarenta y uno del Código de Comercio, tan amplio como en derecho sea necesario, para que pueda votar cualquiera de los Créditos Subordinados en una junta de acreedores del Deudor, incluyendo, pero no limitado a, votar a favor o en contra de cualquier materia que pueda ser planteada, con el objeto que se respete y se dé cumplimiento a los términos del presente acuerdo de subordinación, en relación con, o en anticipación de, cualquier situación, proceso o caso de insolvencia, o cualquier actuación bajo leyes relacionadas con protecciones a deudores, convenios, renegociación de deudas, reorganizaciones, compensaciones o prórrogas relacionadas con el Deudor e incluyendo cualquier procedimiento bajo la Ley de Insolvencia y Reemprendimiento, según ella pueda ser modificada en el tiempo, de la forma que decida de acuerdo con los Documentos del Financiamiento;

/c/ El Acreedor Subordinado se obliga, de conformidad con los términos del artículo doscientos cuarenta y uno del Código de Comercio, a no revocar los poderes señalados sin el consentimiento del Agente de Garantías Local, por cuanto su ejecución interesa a este último;

/d/ Además, el Acreedor Subordinado se obliga a otorgar y entregar al Agente de Garantías Local, todos los instrumentos adicionales que confirmen las autorizaciones y poderes precedentes, así como a otorgar y entregar todas las cesiones y otros documentos que sean necesarios o que le sean requeridos al efecto, y a realizar cualquier otra acción que pueda ser solicitada por el Agente de Garantías Local para permitirle ejercer todas las acciones de cobro de, o en relación con las Obligaciones Garantizadas, o cualquier otra acción a su propio costo que pueda razonablemente requerirle el Agente de Garantías Local para el mejor cumplimiento de la intención o propósito detrás de la subordinación de los créditos realizada en virtud de este instrumento (incluyendo el envío de los antecedentes o información relacionada con cualquier deuda existente entre las Partes comparecientes del presente Contrato) ; y

/e/ Por el presente acto, el Agente de Garantías Local, debidamente representado en la forma indicada en la comparecencia, viene en aceptar el mandato que se le otorga en virtud de la presente cláusula Quinta.

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CLÁUSULA SEXTA: AVISO.

El Acreedor Subordinado y el Deudor se obligan a dar pronto aviso al Agente de Garantías Local de cualquier incumplimiento de la Sociedad o del Acreedor Subordinado respecto de los Créditos Subordinados.

CLÁUSULA SÉPTIMA: AUSENCIA DE RENUNCIA.

El Acreedor Subordinado y el Deudor reconocen y aceptan que ninguna omisión o demora del Agente de Garantías Local en el ejercicio de algún derecho, acción, autorización o poder establecido en este convenio, operará como una renuncia de los mismos, ni el ejercicio singular o parcial de algún derecho, acción, autorización o poder establecido en esta escritura impedirá cualquier otro o futuro ejercicio por el Agente de Garantías Local, de cualquier derecho, acción, autorización o poder. Asimismo, el Acreedor Subordinado y el Deudor reconocen y aceptan que todos y cada uno de los derechos, acciones, autorizaciones y poderes otorgados al Agente de Garantías Local en este Contrato, o de acuerdo a la ley u otro contrato, serán acumulativos y no exclusivos, y podrán ser ejercidos por el Agente de Garantías Local cuantas veces sea necesario.

CLÁUSULA OCTAVA: OTRAS CAUCIONES Y DERECHOS DEL AGENTE DE GARANTÍAS LOCAL.

/Ocho.Uno/ Se deja constancia que el presente instrumento, se otorga sin perjuicio de cualquier otra garantía y prohibición que se hubiere constituido por la Sociedad y/o por terceros, sea real o personal, para caucionar las obligaciones que por dichas cauciones se garantizan en favor del Agente de Garantías Local, en representación y beneficio conjunto de las Partes Garantizadas; y

/Ocho.Dos/ Este Contrato no se considerará bajo ninguna circunstancia como una modificación, sustitución o limitación de los derechos otorgados a las Partes Garantizadas en virtud de los demás Documentos del Financiamiento.

CLÁUSULA NOVENA: SUBROGACIÓN.

Las cantidades que sean pagadas al Agente de Garantías Local o a las Partes Garantizadas, y que de no mediar esta subordinación de deuda podrían haber sido pagadas al Acreedor Subordinado, no se entenderán en modo alguno constituir un pago de las Obligaciones Garantizadas o pago de deuda ajena por parte del Acreedor Subordinado en los términos del artículo mil seiscientos diez, número cinco, del Código Civil, ni constitutivas de otra causal de subrogación legal. Sin perjuicio de lo anterior y sólo en cuanto fuere procedente, el Acreedor Subordinado y el Deudor reconocen y aceptan que, sólo después del completo pago en efectivo, al contado y en dólares de los Estados Unidos de América, de las Obligaciones Garantizadas conforme al Contrato de Términos Comunes o de su extinción por otra causa, el Acreedor Subordinado podrá entenderse subrogado en los derechos del Agente de Garantías Local, por sí y en representación y beneficio conjunto de las Partes Garantizadas, respecto de los pagos o distribuciones en dinero, valores u otros bienes de o por cuenta del Deudor, aplicados a las Obligaciones Garantizadas antes que a los Créditos Subordinados en razón del presente Contrato.

CLÁUSULA DÉCIMA: OBLIGACIÓN INALTERADA.

El Acreedor Subordinado y el Deudor acuerdan que, excepto por los derechos que este Contrato confiere al Agente de Garantías Local y a las Partes Garantizadas, y las limitaciones y restricciones que se imponen al Deudor y al Acreedor Subordinado, nada en esta escritura afectará la obligación

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del Deudor de pagar el capital y los intereses de los Créditos Subordinados en la forma y plazos establecidos en ellos, ni afectará los derechos del Acreedor Subordinado contra el Deudor en relación con los Créditos Subordinados.

CLÁUSULA DÉCIMO PRIMERA: EJERCICIO DE DERECHOS.

El Acreedor Subordinado reconoce y acepta que no ejercerá ningún derecho que tenga o pudiere llegar a tener para exigir al Agente de Garantías Local o a las Partes Garantizadas, que efectúen cualquier clase de requerimiento de pago o proceda a la ejecución de cualquier garantía de modo previo a exigir al Acreedor Subordinado el cumplimiento de sus obligaciones bajo este Contrato. El Agente de Garantías Local, por su parte, podrá abstenerse de solicitar cualquier pago o de ejecutar cualquier garantía para el pago de las Obligaciones Garantizadas, de cualquier forma que se entienda o pueda ser entendida como una renuncia a exigir las obligaciones del Acreedor Subordinado bajo este convenio.

CLÁUSULA DÉCIMO SEGUNDA: REVOCACIÓN, RESOLUCIÓN Y RESTITUCIÓN.

Si el Agente de Garantías Local, en representación y beneficio conjunto de las Partes Garantizadas, hubiere recibido pagos o el producto de la ejecución de garantías de las Obligaciones Garantizadas, y luego dichos pagos fueren invalidados, revocados, rescindidos, anulados o, de alguna otra manera deban ser restituidos en razón de la insolvencia, disolución, liquidación o reorganización de cualquiera del Deudor, o ello sea consecuencia de la designación de un liquidador, custodio, interventor u otro funcionario que ejerza funciones similares respecto del Deudor o cualquier parte sustancial de sus bienes, de modo que tales pagos se tengan por no efectuados, entonces, en tal caso y en proporción de los pagos recibidos, aquellas Obligaciones Garantizadas que se haya querido solucionar con los pagos que posteriormente fueron invalidados, rescindidos, anulados o de alguna otra manera devueltos, se entenderá que han vuelto a ser completamente válidas, exigibles y vigentes del mismo modo que lo eran antes de efectuados los referidos pagos.

CLÁUSULA DÉCIMO TERCERA: RENUNCIA.

El Acreedor Subordinado y el Deudor renuncian desde ya al derecho o a la posibilidad de modificar o revocar este convenio mientras, en lo que en derecho sea necesario, no intervenga la aceptación previa y por escrito del Agente de Garantías Local, actuando en representación de las Partes Garantizadas, o se permita bajo los Documentos del Financiamiento.

CLÁUSULA DÉCIMO CUARTA: DURACIÓN.

El presente Contrato se mantendrá vigente mientras no se haya dado íntegro y total cumplimiento a todas y cada una de las Obligaciones Garantizadas, o bien éstas se hayan extinguido completamente por otra causa de conformidad a la ley. Una vez que se hayan extinguido total e irrevocablemente las Obligaciones Garantizadas.

CLÁUSULA DÉCIMO QUINTA: GASTOS E IMPUESTOS.

Los gastos, impuestos, derechos notariales y de registro, como asimismo, cualquier desembolso de cualquier naturaleza que esté relacionado con el otorgamiento, ejecución, registro o perfeccionamiento del presente instrumento, del otorgamiento del Título y/o de cualquier Crédito Subordinado, así como aquellos derivados de escrituras públicas complementarias que pueda ser necesario otorgar en orden a clarificar, rectificar, complementar o modificar el presente instrumento,

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y todos aquellos correspondientes a las cancelaciones o término en su oportunidad del convenio de subordinación de que da cuenta este Contrato, serán de cargo exclusivo del Deudor.

CLÁUSULA DÉCIMO SEXTA: SUCESORES Y CESIONARIOS.

Este Contrato beneficiará a, y los derechos que otorgan podrán ser ejercidos por Banco de Crédito e Inversiones, en calidad de Agente de Garantías Local, o la entidad que lo reemplace o suceda en esta calidad, actuando en representación y beneficio de las Partes Garantizadas, o por quienes revistan la calidad de sucesores o cesionarios de éstos conforme al Contrato de Términos Comunes y a los demás Documentos del Financiamiento, y quienes se subroguen legal o convencionalmente en tales derechos en conformidad a los mismos. Tales sucesores o cesionarios, y quienes se subroguen legal o voluntariamente en tales derechos, tendrán en contra del Acreedor Subordinado los mismos derechos y beneficios que esta escritura otorga a Banco de Crédito e Inversiones, en calidad de Agente de Garantías Local, o la entidad que lo reemplace o suceda en esta calidad, y a las Partes Garantizadas, considerándose como tales para todos los efectos legales y contractuales a que haya lugar.

CLÁUSULA DÉCIMO SÉPTIMA. FACULTAD ESPECIAL.

/Diecisiete.Uno/ Poder . Cada una de las Partes otorga mandato especial e irrevocable al Agente de Garantías Local para que actuando conjuntamente con uno cualquiera de los señores Antonio Ortúzar Vicuña, Sebastián Vivanco Silva y José Ignacio Berner Gómez, en nombre y representación de las Partes, puedan redactar cualquier texto necesario para rectificar, aclarar o complementar esta escritura pública. En uso de sus atribuciones, los mandatarios podrán rectificar, aclarar y complementar el contenido de esta escritura, con el objeto de subsanar los errores formales de la misma, tales como y no limitado a: la individualización de las Partes y los Créditos Subordinados, completar los datos que sean necesarios para el perfeccionamiento de los acuerdos que las Partes han pactado, y cualquier otro de carácter formal que fuere necesario para el debido entendimiento y aplicabilidad de lo acordado por las Partes. Asimismo, podrán concurrir al otorgamiento de toda clase de instrumentos públicos o privados mediante los cuales se modifique el presente Contrato, que puedan requerirse a objeto de reflejar en el mismo cualquier cambio en la persona del Agente de Garantías Local o las Partes Garantizadas, o modificaciones de los Documentos del Financiamiento, entre otros. El Agente de Garantías Local, actuando en representación y en beneficio de las Partes Garantizadas, podrá ejercer este mandato por medio de sus representantes o por medio de quien éstos designen para tales efectos.

/Diecisiete.Dos/ Facultades de los Mandatarios. Se faculta a los mandatarios indicados en la sección precedente para que, en el desempeño de su cometido, puedan requerir, otorgar y firmar toda clase de solicitudes y declaraciones, solicitar inscripciones, anotaciones, cancelaciones y otorgar instrumentos públicos y/o privados para el cumplimiento de los requisitos y formalidades que establezcan las leyes y reglamentos para efectos de reconocer eficacia a este Contrato. Las Partes dejan expresa constancia que este mandato se otorga con el carácter de irrevocable y que tal irrevocabilidad se pacta tanto en interés de los mandantes como de los mandatarios. Este mandato no se extinguirá por la muerte o disolución de ninguno de los mandantes, pues está destinado, en su caso, a ejecutarse también en caso de su muerte o disolución, conforme a lo previsto en el artículo dos mil ciento sesenta y nueve del Código Civil.

CLÁUSULA DÉCIMO OCTAVA: AUSENCIA DE MODIFICACIÓN Y NOVACIÓN.

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cualquier otro instrumento suscrito en relación con los anteriores, ni constituye bajo ningún concepto una novación de las Obligaciones Garantizadas. En consecuencia, los términos establecidos en los Documentos del Financiamiento prevalecerán sobre lo dispuesto en este instrumento, en todo aquello en que fueran incompatibles o inconsistentes.

CLÁUSULA DÉCIMO NOVENA: NULIDAD E INEFICACIA.

La declaración de nulidad o ineficacia de cualquier estipulación contenida en este instrumento hará que dicha estipulación se tenga por no escrita o ineficaz; pero, la nulidad o ineficacia de dicha estipulación, no afectará la validez y eficacia de las restantes estipulaciones del presente Contrato, del Contrato de Términos Comunes y/o cualquier otro Documento del Financiamiento, o cualesquiera otros documentos relacionados con los mismos.

CLÁUSULA VIGÉSIMA: RENUNCIA DE DERECHOS.

Ningún derecho, declaración o beneficio se entenderá renunciado por cualquiera de las Partes salvo que dicha renuncia conste por escrito y sea firmada por la parte renunciante.

CLÁUSULA VIGÉSIMO PRIMERA: DOMICILIO Y COMPETENCIA.

Para todos los efectos legales derivados del presente Contrato, las Partes fijan su domicilio en la ciudad y comuna de Santiago y se someten a la competencia de los tribunales ordinarios de justicia con asiento y competencia en la comuna de Santiago. Este Contrato se rige por las leyes y demás disposiciones reglamentarias y de otra índole vigentes en la República de Chile.

CLÁUSULA VIGÉSIMO SEGUNDA: DENOMINACIÓN DE LAS CLÁUSULAS.

Las denominaciones asignadas por las partes comparecientes a las distintas estipulaciones de este Contrato han sido establecidas sólo para referencia y facilidad de su lectura, sin afectar el significado o alcance que la Cláusula en su integridad pueda tener distintos que dicha denominación.

CLÁUSULA VIGÉSIMO TERCERA: FACULTAD AL PORTADOR.

Se faculta al portador de copia autorizada del presente instrumento para requerir y firmar las publicaciones, inscripciones, subinscripciones o cancelaciones que fueren procedentes en todos los registros pertinentes, pudiendo para ello firmar todos los documentos que sean procedentes.

PERSONERÍAS:

La personería de los representantes de Banco de Crédito e Inversiones consta de escritura pública otorgada con fecha [●] en la Notaría de Santiago de don [●]. La personería de Banco de Crédito e Inversiones, para representar a las Partes Garantizadas consta de escritura pública otorgada con fecha [●] en la Notaría de Santiago de don [●].

La personería de los representantes de [Acreedor Subordinado] consta de escritura pública otorgada con fecha [●] en la Notaría de Santiago de don [●].

La personería de los representantes de Mantoverde S.A. consta de escritura pública otorgada con fecha [●] en la Notaría de Santiago de don [●].Dichas personerías no se insertan por ser conocidas de las Partes y del Notario que autoriza. En comprobante y previa lectura, firman los comparecientes.Se da copia.- Doy fe.-

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p.p Banco de Crédito e Inversiones, por sí; en su calidad de Agente de Garantías Local representación de las Partes Garantizadas

p.p Mantoverde S.A. [p.p.

Acreedor Subordinado] [p.p.

Acreedor Subordinado]

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Part C - Onshore Pledge without conveyance over Existing Subordination Intercompany Debt

Mantoverde S.A.: Common Terms Agreement

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PRENDA SIN DESPLAZAMIENTO EN PRIMER GRADO SOBRE CRÉDITOS Y PROHIBICIÓN

[ACREEDOR SUBORDINADO]

A

BANCO DE CRÉDITO E INVERSIONES, EN SU CALIDAD DE AGENTE DE GARANTÍAS LOCAL

EN SANTIAGO DE CHILE , a [●] de [●] de dos mil veinte, ante mí, [ INDIVIDUALIZACIÓN DEL NOTARIO ], comparecen:

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conjuntamente con BNP Paribas Fortis, MUFG, ING Bank y Natixis, incluyendo sus sucesores y cesionarios permitidos, indistintamente los “ Acreedores con Cobertura ECA ”; /c/ EXPORT FINANCE AUSTRALIA, una agencia de exportación de crédito constituida de conformidad con las leyes de Australia, con domicilio en veintidós Pitt Street, Export Hpuse, piso diez, ciudad de Sidney, New South Wales, dos cero cero cero, Australia, en adelante también denominada “ EFA ”; y conjuntamente con sus sucesores y cesionarios permitidos, el “ Acreedor ECA ”; /d/ BCI , ya individualizado, e incluyendo sus sucesores y cesionarios permitidos, indistintamente el “ Acreedor del Financiamiento de Garantía de Cierre ” / Bonding Facility Provider, según dicho término se define en el Contrato de Términos Comunes definido más adelante, y conjuntamente con los Acreedores Sin Cobertura, los Acreedores con Cobertura ECA y el Acreedor ECA, en adelante denominados los “ Acreedores Senior ”/; / e/ /i/ BNP , ya individualizado, /ii/ ING CAPITAL MARKETS LLC , un sociedad constituida de conformidad con las leyes de Delaware, Estados Unidos de América, con domicilio en mil ciento treinta y tres Avenue of the Americas, Nueva York, Estado de Nueva York, uno cero cero tres seis, Estados Unidos de América, en adelante también denominada “ ING Markets ”, y / iii/ Natixis , ya individualizado, conjuntamente con las futuras contrapartes de los contratos de cobertura de materia prima / Acceptable Hedge Counterparty, según dicho término se define en el Contrato de Términos Comunes/ que se adhieran al Contrato de Agencia de Garantías Local, incluyendo a sus sucesores y cesionarios permitidos, los “ Proveedores de Cobertura de Materia Prima Permitidos ” / Permitted Commodity Hedge Providers , según dicho término se define en el Contrato de Términos Comunes definido más adelante/; / f / /i/ BCI , ya individualizado, y /ii/ MUFG , ya individualizado, conjuntamente con las futuras contrapartes de los contratos de cobertura de tipo de cambio / Acceptable Hedge Counterparty, según dicho término se define en el Contrato de Términos Comunes/ que se adhieran al Contrato de Agencia de Garantías Local, incluyendo a sus sucesores y cesionarios permitidos, los “ Proveedores de Cobertura de Tipo de Cambio Permitidos ” / Permitted FX Hedge Providers , según dicho término se define en el Contrato de Términos Comunes definido más adelante/; / g / SG , ya individualizado, conjuntamente con las futuras contrapartes de los contratos de cobertura de tasa de interés / Acceptable Hedge Counterparty, según dicho término se define en el Contrato de Términos Comunes/ que se adhieran al Contrato de Agencia de Garantías Local, incluyendo a sus sucesores y cesionarios permitidos, los “ Proveedores de Cobertura de Tasa de Interés Permitidos ” / Permitted Interest Rate Hedge Providers , según dicho término se define en el Contrato de Términos Comunes definido más adelante/, y conjuntamente con los Proveedores de Cobertura de Materia Prima Permitidos y los Proveedores de Cobertura de Tipo de Cambio Permitidos, en adelante los “ Proveedores de Cobertura Permitidos ”/ Permitted Hedging Providers , según dicho término se define en el Contrato de Términos Comunes/; / h / BCI, ya individualizado, en su calidad de agente de cuentas local, incluyendo a sus sucesores y cesionarios permitidos, en adelante el “ Agente de Cuentas Local ”/ Onshore Account Bank, según dicho término se define en el Contrato de Términos Comunes/; / i / BNP , ya individualizado, en su calidad de agente de cuentas internacional, incluyendo a sus sucesores y cesionarios permitidos, en adelante el “ Agente de Cuentas Internacional ”/ Offshore Account Bank, según dicho término se define en el Contrato de Términos Comunes/, y conjuntamente con el Agente de Cuentas Local, los “ Agentes de Cuentas ”; /j/ /i/ BCI , ya individualizado, /ii/ BNP Paribas Fortis , ya individualizado, /iii/ BNP , ya individualizado, /iv/ EFA, ya individualizado, /v/ ING Capital , ya individualizado, /vi/ MUFG , ya individualizado, /vii/ Natixis NY , ya individualizado, y /viii/ SG , ya individualizado, en su calidad de agentes estructuradores, e incluyendo a sus sucesores y cesionarios permitidos, en adelante todos conjuntamente denominados los “ Agentes Estructuradores ”/ Mandated Lead Arrangers and Bookrunners, según dicho término se define en el Contrato de Términos Comunes/; /k/ MUFG , ya individualizado, en su calidad de agente administrativo, incluyendo a sus sucesores y cesionarios permitidos, en adelante el “ Agente Administrativo ”/ Administrative Agent, según dicho término se define en el Contrato de Términos Comunes/; /l/ MUFG , ya individualizado, en su calidad de agente de acreedores, incluyendo a sus sucesores y cesionarios permitidos, en adelante el “ Agente de Acreedores ”/ Intercreditor Agent,

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según dicho término se define en el Contrato de Términos Comunes/; /m/ BNP , ya individualizado, en su calidad de agente de garantías internacional, incluyendo a sus sucesores y cesionarios permitidos, en adelante el “ Agente de Garantías Internacional ”/ Offshore Collateral Agent, según dicho término se define en el Contrato de Términos Comunes/ y conjuntamente con el Agente de Garantías Local, los “ Agentes de Garantías ”/; /n/ Natixis , ya individualizado, en su calidad de agente de agencias de crédito, incluyendo a sus sucesores y cesionarios permitidos, en adelante el “ Agente ECA ” / ECA Agent, según dicho término se define en el Contrato de Términos Comunes/; /ñ/ MUFG , ya individualizado, en su calidad de agente bajo el Contrato de Crédito sin Cobertura /según dicho término se define más adelante/, incluyendo a sus sucesores y cesionarios permitidos, en adelante el “ Agente del Crédito sin Cobertura ” / Uncovered Facility Agent, según dicho término se define en el Contrato de Términos Comunes/; /o/ EFA , ya individualizado, en su calidad de agente bajo el Contrato de Crédito ECA /según dicho término se define más adelante/, incluyendo a sus sucesores y cesionarios permitidos, en adelante el “ Agente del Crédito ECA ” / ECA Direct Facility Agent, según dicho término se define en el Contrato de Términos Comunes/; /p/ BCI , ya individualizado, en su calidad de agente bajo el Contrato de Financiamiento de Garantía de Cierre /según dicho término se define más adelante/, incluyendo a sus sucesores y cesionarios permitidos, en adelante el “ Agente del Financiamiento de Garantía de Cierre ” / Bonding Facility Agent, según dicho término se define en el Contrato de Términos Comunes/, y conjuntamente con el Agente ECA, el Agente del Crédito sin Cobertura y el Agente del Crédito ECA, denominados los “ Agentes de Crédito ”; /q/ BNP , ya individualizado, en su calidad de agente de documentación, incluyendo a sus sucesores y cesionarios permitidos, en adelante el “ Agente de Documentación ” / Documentation Agent, según dicho término se define en el Contrato de Términos Comunes/; /r/ SG , ya individualizado, en su calidad de agente técnico, incluyendo a sus sucesores y cesionarios permitidos, en adelante el “ Agente Técnico ” / Technical Agent, según dicho término se define en el Contrato de Términos Comunes/; /s/ SG , ya individualizado, en su calidad de agente de seguros, incluyendo a sus sucesores y cesionarios permitidos, en adelante el “ Agente de Seguros ” / Insurance Agent, según dicho término se define en el Contrato de Términos Comunes/; /t/ ING Capital , ya individualizado, en su calidad de agente ambiental y social, incluyendo a sus sucesores y cesionarios permitidos, en adelante el “ Agente de E&S ” / Environmental and Social Agent, según dicho término se define en el Contrato de Términos Comunes/; y conjuntamente con el Agente Administrativo, el Agente de Acreedores, el Agente de Documentación, los Agentes de Garantías, los Agentes de Crédito, el Agente Técnico y el Agente de Seguros, en adelante los “ Agentes ”; éstos, conjuntamente con los Agentes Estructuradores, en adelante las “ Partes Administrativas ”; y las Partes Administrativas conjuntamente con los Acreedores Senior, los Proveedores de Cobertura Permitidos y los Agentes de Cuenta, en adelante las “ Partes del Financiamiento ”; y estas últimas, conjuntamente con todas aquellas partes que tengan o lleguen a tener la calidad de partes garantizadas / Secured Parties, según dicho término se define en el Contrato de Términos Comunes/, en adelante las “ Partes Garantizadas ”;

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Tributario número [●], todos domiciliados para estos efectos en [●] /en adelante también el “ Acreedor Subordinado ”/;; y conjuntamente con los demás comparecientes a este instrumento, denominados como las “ Partes ”/; todos los comparecientes mayores de edad, quienes acreditan su identidad con las cédulas mencionadas y exponen que han acordado celebrar un contrato de prenda sin desplazamiento /en adelante e indistintamente denominado el “ Contrato ”/, en los términos y condiciones que a se estipulan en este instrumento:

CLÁUSULA PRIMERA: ANTECEDENTES.

/UNO.DOS/ ANTECEDENTES DEL FINANCIAMIENTO DEL PROYECTO. Con el objeto de

financiar la construcción, operación inicial y ciertos costos asociados con el desarrollo del Proyecto, el Deudor celebró los contratos y contrajo las obligaciones que se individualizan a continuación: I. CONTRATO DE CRÉDITO SIN COBERTURA / UNCOVERED LOAN FACILITY AGREEMENT /. Por instrumento privado de esta misma fecha celebrado en el extranjero, en idioma inglés, y sujeto a las leyes de Inglaterra, el Deudor, el Agente del Crédito sin Cobertura, el Agente Administrativo y los Acreedores sin Cobertura, suscribieron un contrato denominado “ Uncovered Facility Agreement in Relation to the Mantoverde Development Project” /en adelante dicho contrato, según sea modificado, complementado o refundido de tiempo en tiempo, el “ Contrato de Crédito sin Cobertura ”/. Una copia del Contrato de Crédito sin Cobertura se ha protocolizado en esta Notaría con esta misma fecha, bajo el repertorio número ______ guion dos mil veintiuno, cuyo contenido se da por enteramente reproducido en este acto. Sujeto a los términos y condiciones del Contrato de Crédito sin Cobertura, los Acreedores sin Cobertura se obligaron a otorgar al Deudor uno o más préstamos en dólares de los Estados Unidos de América /en adelante dicha divisa “ Dólares ”/ por un monto máximo total de hasta doscientos diez millones de Dólares por concepto de capital /cada uno de tales préstamos un “ Préstamo sin Cobertura ” y en conjunto, los “ Préstamos sin Cobertura ”/. / A / Concurrencia de los Acreedores sin Cobertura. Sujeto a los términos y condiciones del Contrato de Crédito sin Cobertura, cada uno de los Acreedores sin Cobertura se ha comprometido al otorgamiento de los Préstamos sin Cobertura en favor del Deudor en las proporciones indicadas en el Anexo A / Schedule A/ del Contrato de Términos Comunes /cada uno de tales compromisos un “ Monto Comprometido sin Cobertura ”, y en conjunto los “ Montos Comprometidos sin Cobertura ”/; todo ello sin perjuicio de los Montos Comprometidos sin Cobertura que los Acreedores sin Cobertura puedan transferir a otros Acreedores sin Cobertura o que les puedan ser transferidos en el futuro en conformidad al Contrato de Crédito sin Cobertura. / B / Uso de los Fondos. Los ingresos producto de los Préstamos sin Cobertura serán utilizados exclusivamente para financiar los siguientes ítems: /i/ Costos del Proyecto / Project Costs, según dicho término se define en el Contrato de Términos Comunes, y en adelante denominados “ Costos del Proyecto ” / ; y /ii/ otras cantidades permitidas bajo los Documentos del Financiamiento. / C / Pago del Capital. Los pagos de capital correspondiente a los Préstamos sin Cobertura deberán ser realizados

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por los montos señalados en el Anexo C /Schedule C/ del Contrato de Crédito sin Cobertura. La primera fecha de pago de capital corresponderá /i/ al último día del primer trimestre inmediatamente siguiente a la fecha en que se cumplan ciento ochenta días desde la Fecha de Término del Proyecto / Project Completion Date, según dicho término se define en el Contrato de Términos Comunes, y en adelante la “ Fecha de Término del Proyecto ”/, o /ii/ el treinta de septiembre de dos mil veinticuatro, lo que ocurra antes /en adelante la “ Fecha de Inicio de Pago de Capital ”/, y a partir de la Fecha de Inicio de Pago de Capital, cada fecha que corresponda a tres meses desde la fecha de pago de capital inmediatamente anterior, incluyendo la fecha de vencimiento de los Préstamos sin Cobertura / cada una de las fechas de pago de capital, una “ Fecha de Pago de Capital ”/. Si la Fecha de Pago de Capital del Préstamo sin Cobertura no fuere un Día Hábil, se entenderá extendido al Día Hábil siguiente salvo que no existiere después de la Fecha de Pago de Capital, Día Hábil alguno dentro del mismo mes, en cuyo caso el pago deberá efectuarse el Día Hábil inmediatamente anterior a la Fecha de Pago de Capital. Para efectos de este contrato, se entiende por “ Día Hábil ” cualquier día excepto los Sábados, Domingos y cualquier feriado legal o día en que las instituciones bancarias estén autorizadas u obligadas a cerrar por ley u otra acción gubernamental, en cualquiera de las ciudades de Santiago, Chile, Sydney, Australia, Nueva York, Estados Unidos de América, Tokyo, Japón, París, Francia, Amsterdam, Países Bajos, Bruselas, Bélgica, Helsinki, Finlanndia, o Londres, Inglaterrra. /D/ Estipulaciones sobre Intereses. Cada Préstamo sin Cobertura, devengará interés sobre el saldo insoluto a contar de la fecha del desembolso respectivo, hasta la fecha del vencimiento de dicho préstamo /sea por aceleración u otra razón/, a una tasa de interés anual igual a la Tasa LIBOR para dicho Período de Interés /según dichos términos se definen en el Contrato de Crédito sin Cobertura/ más el Margen Aplicable . Para efectos del Contrato de Crédito Sin Cobertura, se entiende por “ Margen Aplicable ” / i / para el período que comienza con esta fecha y termina el día inmediatamente anterior a la Fecha de Término del Proyecto, tres coma setenta y cinco por ciento anual; / ii / para el período que comienza en la Fecha de Término del Proyecto y termina el séptimo aniversario desde la Fecha de Cierre Financiero / Financial Closing Date, según dicho término se define en el Contrato de Términos Comunes, y en adelante la “ Fecha de Cierre Financiero ”/, tres coma cincuenta por ciento anual; y /iii/ en adelante, tres coma setenta y cinco por ciento anual. Los intereses adeudados por cada Préstamo sin Cobertura se pagarán trimestralmente los días treinta y uno de marzo, treinta de junio, treinta de septiembre y treinta y uno de diciembre de cada año /cada una, una “ Fecha de Pago de Intereses ”/. En caso de que una Fecha de Pago de Intereses no sea un Día Hábil, el pago correspondiente se deberá efectuar el Día Hábil inmediatamente siguiente, salvo que después de la Fecha de Intereses respectiva, no existiere Día Hábil alguno dentro del mismo mes, en cuyo caso el pago deberá efectuarse el Día Hábil inmediatamente anterior a dicha Fecha de Pago de Intereses. /E/ Comisiones. En virtud del Contrato de Crédito sin Cobertura, el Deudor se obligó a pagar a cada uno de los Acreedores sin Cobertura una Comisión de Compromiso /Commitment Fee , según dicho término se define en el Contrato de Crédito sin Cobertura/ en las fechas y por los montos determinados en dicho instrumento. /F/ Pagarés Sin Cobertura. La obligación del Deudor de pagar el capital y los intereses de cada uno de los Préstamos sin Cobertura desembolsados por el respectivo Acreedor sin Cobertura, se documentará en uno o más pagarés regidos por ley chilena, debidamente firmados y entregados por el Deudor a la orden del respectivo Acreedor sin Cobertura, en adelante cada uno de ellos un “ Pagaré sin Cobertura ” y en conjunto, los “ Pagarés sin Cobertura ”, los cuales serán suscritos en la forma y oportunidad establecidas en el Contrato de Crédito sin Cobertura. Para efectos de dar cumplimiento a lo dispuesto en el Artículo Tercero, numeral dos, de la Ley de Prenda Sin Desplazamiento /según este término se define en el presente contrato/, el Deudor estará obligado a llevar a cabo y suscribir una escritura de declaración, en términos sustancialmente similares a la escritura que se protocoliza conjuntamente al presente instrumento como Anexo Uno.Dos , destinada a individualizar los Pagarés sin Cobertura que se suscriban en el futuro tan pronto éstos lleguen a ser suscritos por el Deudor, y en todo caso dentro de los quince Días Hábiles siguientes a la suscripción de los mismos. La referida escritura deberá incluir como anexo protocolizado bajo el mismo número de repertorio de dicha escritura, una copia de los Pagarés sin Cobertura que en ella se individualicen.

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II. CONTRATO DE CRÉDITO CON COBERTURA ECA / ECA COVERED FACILITY

AGREEMENT /. Por instrumento privado de esta misma fecha, celebrado en el extranjero, en idioma inglés, y sujeto a las leyes de Inglaterra, el Deudor, el Agente Administrativo, el Agente ECA, y los Acreedores con Cobertura ECA, suscribieron un contrato denominado “ Finnvera Covered Facility Agreement in relation to the Mantoverde Development Project” /en adelante dicho contrato, según sea modificado, complementado o refundido de tiempo en tiempo, el “ Contrato de Crédito con Cobertura ECA ”/. Una copia del Contrato de Crédito con Cobertura ECA se ha protocolizado en esta Notaría con esta misma fecha, bajo el repertorio número _________ guion dos mil veintiuno, cuyo contenido se da por enteramente reproducido en este acto. Sujeto a los términos y condiciones del Contrato de Crédito con Cobertura ECA, los Acreedores con Cobertura ECA se obligaron a otorgar al Deudor uno o más préstamos en Dólares por un monto máximo total de hasta doscientos cincuenta millones de Dólares por concepto de capital /cada uno de tales préstamos un “ Préstamo con Cobertura ECA ” y en conjunto, los “ Préstamos con Cobertura ECA ”/. / A / Concurrencia de los Acreedores con Cobertura ECA. Sujeto a los términos y condiciones del Contrato de Crédito con Cobertura ECA, cada uno de los Acreedores con Cobertura ECA se ha comprometido al otorgamiento de los Préstamos con Cobertura ECA en favor del Deudor en las proporciones indicadas en el Anexo A / Schedule A/ del Contrato de Términos Comunes /cada uno de tales compromisos un “ Monto Comprometido con Cobertura ECA ”, y en conjunto los “ Montos Comprometidos con Cobertura ECA ”/; todo ello sin perjuicio de los Montos Comprometidos con Cobertura ECA que los Acreedores con Cobertura ECA puedan transferir a otros Acreedores con Cobertura ECA o que les puedan ser transferidos en el futuro en conformidad al Contrato de Crédito con Cobertura ECA. /B/ Uso de los Fondos. Los ingresos producto de los Préstamos con Cobertura ECA serán utilizados exclusivamente para financiar los siguientes ítems: /i/ Costos del Proyecto; y /ii/ otras cantidades permitidas bajo los Documentos del Financiamiento. /C/ Garantía ECA. El noventa por ciento de las obligaciones de pago del Deudor bajo el Contrato de Crédito con Cobertura ECA, se asegurarán contra riesgo comercial y político mediante una garantía de materias primas a ser emitida por Finnvera plc /en adelante, “ Finnvera ”/, en adelante dicha garantía junto con las condiciones generales aplicables, de fecha primero de septiembre de dos mil diecisiete, la “ Garantía ECA ”. La Garantía ECA se emitirá en la forma y oportunidad establecidas en el Contrato de Crédito con Cobertura ECA. En relación a la Garantía ECA, el Deudor se obligó a efectuar los siguientes pagos al Agente ECA, actuando en representación de Finnvera: /i/ una comisión de gestión /ECA Handling Fee, según dicho término se define en el Contrato de Crédito con Cobertura ECA/, y /ii/ una prima / ECA Guarantee Premium , según dicho término se define en el Contrato de crédito con Cobertura ECA, y en adelante la “ Prima de la Garantía ECA ” / ; todo ello en la forma y oportunidades previstas en el Contrato de Crédito con Cobertura ECA. / D / Pago del Capital. Los pagos de capital correspondiente a los Préstamos con Cobertura ECA deberán ser realizados por los montos señalados en el Anexo C /Schedule C/ del Contrato de Crédito con Cobertura ECA. La primera fecha de pago de capital corresponderá /i/ al último día del primer trimestre inmediatamente siguiente a la fecha en que se cumplan ciento ochenta días desde la Fecha de Término del Proyecto, o /ii/ el treinta de septiembre de dos mil veinticuatro, lo que ocurra antes /en adelante la “ Fecha de Inicio de Pago de Capital ”/ y a partir de la Fecha de Inicio de Pago de Capital, cada fecha que corresponda a tres meses desde la fecha de pago de capital inmediatamente anterior, incluyendo la fecha de vencimiento de los Préstamos con Cobertura ECA /cada una de las fechas de pago de capital, una “ Fecha de Pago de Capital ”/. Si la Fecha de Pago de Capital del Préstamo con Cobertura ECA no fuere un Día Hábil, se entenderá extendido al Día Hábil siguiente salvo que no existiere después de la Fecha de Pago de Capital, Día Hábil alguno dentro del mismo mes, en cuyo caso el pago deberá efectuarse el Día Hábil inmediatamente anterior a la Fecha de Pago de Capital. /E/ Estipulaciones sobre Intereses. Cada Préstamo con Cobertura ECA, devengará interés sobre el saldo insoluto a contar de la fecha del desembolso respectivo, hasta la fecha del vencimiento de dicho préstamo /sea por aceleración u otra razón/, a una tasa de interés anual igual a la Tasa LIBOR para dicho Período de Interés /según dichos términos se definen en el Contrato de

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Crédito con Cobertura ECA/ más el Margen Aplicable . Para efectos del Contrato de Crédito con Cobertura ECA, se entiende por “ Margen Aplicable” un uno coma sesenta y cinco por ciento anual. Los intereses adeudados por cada Préstamo con Cobertura ECA se pagarán trimestralmente los días treinta y uno de marzo, treinta de junio, treinta de septiembre y treinta y uno de diciembre de cada año /cada una, una “ Fecha de Pago de Intereses ”/. En caso de que una Fecha de Pago de Intereses no sea un Día Hábil, el pago correspondiente se deberá efectuar el Día Hábil inmediatamente siguiente, salvo que después de la Fecha de Intereses respectiva, no existiere Día Hábil alguno dentro del mismo mes, en cuyo caso el pago deberá efectuarse el Día Hábil inmediatamente anterior a dicha Fecha de Pago de Intereses. /F/ Comisiones. En virtud del Contrato de Crédito con Cobertura ECA, el Deudor se obligó a pagar al Agente ECA, actuando por cuenta de los Acreedores con Cobertura ECA, una comisión de compromiso /Commitment Fee , según dicho término se define en los Contratos de Crédito con Cobertura ECA/ en las fechas y por los montos determinados en dicho instrumento. /G/ Pagarés con Cobertura ECA. La obligación del Deudor de pagar el capital y los intereses de cada uno de los Préstamos con Cobertura ECA desembolsados por el respectivo Acreedor con Cobertura ECA, se documentará en uno o más pagarés regidos por ley chilena, debidamente firmados y entregados por el Deudor a la orden del respectivo Acreedor con Cobertura ECA, en adelante cada uno de ellos un “ Pagaré con Cobertura ECA ” y en conjunto, los “ Pagarés con Cobertura ECA ”, los cuales serán suscritos en la forma y oportunidad establecidas en los Contratos de Crédito con Cobertura ECA. Para efectos de dar cumplimiento a lo dispuesto en el Artículo Tercero, numeral dos, de la Ley de Prenda Sin Desplazamiento /según este término se define en el presente contrato/, el Deudor estará obligado a llevar a cabo y suscribir una escritura de declaración, en términos sustancialmente similares a la escritura que se protocoliza conjuntamente al presente instrumento como Anexo Uno.Dos , destinada a individualizar los Pagarés con Cobertura ECA que se suscriban en el futuro tan pronto éstos lleguen a ser suscritos por el Deudor, y en todo caso dentro de los quince Días Hábiles siguientes a la suscripción de los mismos. La referida escritura deberá incluir como anexo protocolizado bajo el mismo número de repertorio de dicha escritura, una copia de los Pagarés con Cobertura ECA que en ella se individualicen. III. CONTRATO DE CRÉDITO ECA / ECA DIRECT FACILITY AGREEMENT /. Por instrumento privado de esta misma fecha, celebrado en el extranjero, en idioma inglés, y sujeto a las leyes de Inglaterra, el Deudor, el Agente del Crédito ECA, el Agente Administrativo y el Acreedor ECA, suscribieron un contrato denominado “ ECA Direct Facility Agreement in Relation to the Mantoverde Development Project” /en adelante dicho contrato, según sea modificado, complementado o refundido de tiempo en tiempo, el “ Contrato de Crédito ECA ”, y conjuntamente con el Contrato de Crédito sin Cobertura y el Contrato de Crédito con Cobertura ECA, en adelante los “ Contratos de Crédito a Plazo Fijo ”/. Una copia del Contrato de Crédito ECA se ha protocolizado en esta Notaría con esta misma fecha, bajo el repertorio número [_________] guion dos mil veintiuno, cuyo contenido se da por enteramente reproducido en este acto. Sujeto a los términos y condiciones del Contrato de Crédito ECA, el Acreedor ECA se obligó a otorgar al Deudor uno o más préstamos en Dólares por un monto máximo total de hasta sesenta millones de Dólares por concepto de capital /cada uno de tales préstamos un “ Préstamo ECA ” y en conjunto, los “ Préstamos ECA ”, y conjuntamente con los Préstamos sin Cobertura y los Préstamos con Cobertura ECA, en adelante los “ Préstamos a Plazo Fijo ”/. / A / Concurrencia del Acreedor ECA. Sujeto a los términos y condiciones del Contrato de Crédito ECA, EFA se ha comprometido al otorgamiento de los Préstamos ECA en favor del Deudor por un monto de hasta sesenta millones de Dólares /el “ Monto Comprometido ECA ”/; ello sin perjuicio de los Montos Comprometidos ECA que el Acreedor ECA pueda transferir a otros Acreedores ECA o que le puedan ser transferidos en el futuro, en conformidad al Contrato de Crédito ECA. / B / Uso de los Fondos. Los ingresos producto de los Préstamos ECA serán utilizados exclusivamente para financiar los siguientes ítems: /i/ Costos del Proyecto; y /ii/ otras cantidades permitidas bajo los Documentos del Financiamiento. / C / Pago del Capital. Los pagos de capital correspondiente a los Préstamos ECA deberán ser realizados por los montos señalados en el Anexo C /Schedule C/ del Contrato de Crédito ECA. La primera fecha de pago de capital corresponderá /i/

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al último día del primer trimestre inmediatamente siguiente a la fecha en que se cumplan ciento ochenta días desde la Fecha de Término del Proyecto, o /ii/ el treinta de septiembre de dos mil veinticuatro, lo que ocurra antes /en adelante la “ Fecha de Inicio de Pago de Capital ”/, y a partir de la Fecha de Inicio de Pago de Capital, cada fecha que corresponda a tres meses desde la fecha de pago de capital inmediatamente anterior, incluyendo la fecha de vencimiento de los Préstamos ECA /cada una de las fechas de pago de capital, una “ Fecha de Pago de Capital ”/. Si la Fecha de Pago de Capital del Préstamo ECA no fuere un Día Hábil, se entenderá extendido al Día Hábil siguiente salvo que no existiere después de la Fecha de Pago de Capital, Día Hábil alguno dentro del mismo mes, en cuyo caso el pago deberá efectuarse el Día Hábil inmediatamente anterior a la Fecha de Pago de Capital. /D/ Estipulaciones sobre Intereses. Cada Préstamo ECA, devengará interés sobre el saldo insoluto a contar de la fecha del desembolso respectivo, hasta la fecha del vencimiento de dicho préstamo /sea por aceleración u otra razón/, a una tasa de interés anual igual a la Tasa LIBOR para dicho Período de Interés /según dichos términos se definen en el Contrato de Crédito ECA/ más el Margen Aplicable . Para efectos del Contrato de Crédito ECA, se entiende por “ Margen Aplicable ”, / i / para el período que comienza con esta fecha y termina el día inmediatamente anterior a la Fecha de Término del Proyecto, cuatro por ciento anual; y / ii / en adelante, tres coma setenta y cinco por ciento anual. Los intereses adeudados por cada Préstamo ECA se pagarán trimestralmente los días treinta y uno de marzo, treinta de junio, treinta de septiembre y treinta y uno de diciembre de cada año /cada una, una “ Fecha de Pago de Intereses ”/. En caso de que una Fecha de Pago de Intereses no sea un Día Hábil, el pago correspondiente se deberá efectuar el Día Hábil inmediatamente siguiente, salvo que después de la Fecha de Intereses respectiva, no existiere Día Hábil alguno dentro del mismo mes, en cuyo caso el pago deberá efectuarse el Día Hábil inmediatamente anterior a dicha Fecha de Pago de Intereses. /E/ Comisiones. En virtud del Contrato de Crédito ECA, el Deudor se obligó a pagar a cada uno de los Acreedores ECA una Comisión de Compromiso /Commitment Fee , según dicho término se define en el Contrato de Crédito ECA/ y una Comisión Inicial / Upfront Fee, según dicho término se define en el Contrato de Crédito ECA / en las fechas y por los montos determinados en dicho instrumento . /F/ Pagarés ECA. La obligación del Deudor de pagar el capital y los intereses de cada uno de los Préstamos ECA desembolsados por el respectivo Acreedor ECA, se documentará en uno o más pagarés regidos por ley chilena, debidamente firmados y entregados por el Deudor a la orden del respectivo Acreedor ECA /en adelante cada uno de ellos un “ Pagaré ECA ”, en conjunto, los “ Pagarés ECA ”, y conjuntamente con los Pagarés sin Cobertura y los Pagarés con Cobertura ECA, en adelante los “ Pagarés ”/, los cuales serán suscritos en la forma y oportunidad establecidas en el Contrato de Crédito ECA. Para efectos de dar cumplimiento a lo dispuesto en el Artículo Tercero, numeral dos, de la Ley de Prenda Sin Desplazamiento /según este término se define en el presente contrato/, el Deudor estará obligado a llevar a cabo y suscribir una escritura de declaración, en términos sustancialmente similares a la escritura que se protocoliza conjuntamente al presente instrumento como Anexo Uno.Dos , destinada a individualizar los Pagarés ECA que se suscriban en el futuro tan pronto éstos lleguen a ser suscritos por el Deudor, y en todo caso dentro de los quince Días Hábiles siguientes a la suscripción de los mismos. La referida escritura deberá incluir como anexo protocolizado bajo el mismo número de repertorio de dicha escritura, una copia de los Pagarés ECA que en ella se individualicen. IV. CONTRATO DE FINANCIAMIENTO DE GARANTÍA DE CIERRE /BONDING FACILITY AGREEMENT/. Por instrumento privado de esta misma fecha celebrado en el extranjero, en idioma inglés, y sujeto a las leyes de Inglaterra, el Deudor, el Agente Administrativo, el Agente de Financiamiento de Garantía de Cierre y el Acreedor del Financiamiento de Garantía de Cierre celebraron un contrato denominado como “ Bonding Facility Agreement” /en adelante el “ Contrato de Financiamiento de Garantía de Cierre ”, y conjuntamente con los Contratos de Crédito a Plazo Fijo, en adelante los “ Contratos de Crédito Senior ”/. Una copia del Contrato de Financiamiento de Garantía de Cierre se ha protocolizado en esta Notaría con esta misma fecha, bajo el repertorio número [_________] guion dos mil veintiuno, cuyo contenido se da por enteramente reproducido en este acto. Sujeto a los términos y condiciones del Contrato de Financiamiento de Garantía de Cierre, el Acreedor de Garantía de

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Cierre se obligó a otorgar al Deudor préstamos en Unidades de Fomento, con el objeto de cubrir los eventuales pagos que el Acreedor del Financiamiento de Garantía de Cierre deba efectuar al Servicio Nacional de Geología y Minería (“ Sernageomin ”) con ocasión del cobro de las Garantías de Cierre de Faena Aceptables /Acceptable Closure Security , según dicho término se define en el Contrato de Financiamiento de Garantía de Cierre/ que el Acreedor del Financiamiento de Garantía de Cierre proceda a emitir a requerimiento del Deudor, para caucionar el cumplimiento del plan de cierre del Proyecto /el “ Plan de Cierre ”/, en conformidad a las disposiciones de la Ley veinte mil quinientos cincuenta y uno, su reglamento y demás normas aplicables /en adelante, cada desembolso efectuado por el Acreedor del Financiamiento de Garantía de Cierre con motivo del cobro de una Garantías de Cierre de Faena Aceptable, un “ Préstamo Garantía de Cierre ” y en conjunto, los “ Préstamos Garantía de Cierre ”, y conjuntamente con los Préstamos a Plazo Fijo, en adelante los “ Préstamos Senior ”/. / A / Garantías de Cierre de Faena Aceptables. Sujeto a los términos y condiciones del Contrato de Financiamiento de Garantía de Cierre, el Acreedor del Financiamiento de Garantía de Cierre se ha comprometido a emitir a requerimiento del Deudor una Garantía de Cierre de Faena Aceptable para cada año calendario, durante los años y por los montos que se indican en el Anexo C /Schedule C/ del referido contrato, según sea modificado de tiempo en tiempo, esto es: /a/ para el año dos mil veintiuno, quinientas noventa y seis mil Unidades de Fomento; /b/ para el año dos mil veintidós, seiscientos sesenta y nueve mil Unidades de Fomento; /c/ para el año dos mil veintitrés, setecientos cuarenta y tres mil Unidades de Fomento; /d/ para el año dos mil veinticuatro, ochocientos veinte mil Unidades de Fomento; /e/ para el año dos mil veinticinco, ochocientos noventa y nueve mil Unidades de Fomento; /f/ para el año dos mil veintiséis, novecientos ochenta mil Unidades de Fomento; /g/ para el año dos mil veintisiete, un millón sesenta y ocho mil Unidades de Fomento; /h/ para el año dos mil veintiocho, un millón ciento cuarenta y ocho mil Unidades de Fomento; /i/ para el año dos mil veintinueve, un mill´n doscientos treinta y seis mil Unidades de Fomento; y /j/ para el año dos mil treinta , un millón doscientos cincuenta y cinco mil Unidades de Fomento /en adelante, el monto comprometido para cada año calendario un “Monto Comprometido Garantía de Cierre” , y todos conjuntamente, los “ Montos Comprometidos Garantía de Cierre ”/. / B / Pago del Capital. Los pagos de capital correspondiente a los Préstamos Garantía de Cierre deberán efectuarse /i/ el Día Hábil que caiga treinta días hábiles bancarios contados desde la fecha en que el Acreedor del Financiamiento de Garantía de Cierre deba efectuar un desembolso con motivo del cobro de una Garantías de Cierre de Faena Aceptable, o /ii/ el veintidós de enero de dos mil treinta y uno, lo que ocurra antes /la“ Fecha de Pago de Capital ”/. Si la Fecha de Pago de Capital del Préstamo Garantía de Cierre no fuere un Día Hábil, se entenderá extendido al Día Hábil siguiente salvo que no existiere después de la Fecha de Pago de Capital, Día Hábil alguno dentro del mismo mes, en cuyo caso el pago deberá efectuarse el Día Hábil inmediatamente anterior a la Fecha de Pago de Capital. /C/ Estipulaciones sobre Intereses. Cada Préstamo Garantía de Cierre, devengará interés sobre el saldo insoluto a contar de la fecha del desembolso respectivo, y hasta la Fecha de Pago de Capital /sea por aceleración u otra razón/, a una tasa de interés anual igual a la Tasa TAB UF Noventa para dicho período de interés / TAB UF90, según dicho término se define en el Contrato de Financiamiento de Garantía de Cierre/ más el Margen Aplicable . Para efectos del Contrato de Financiamiento de Garantía de Cierre se entiende por “ Margen Aplicable ”, / i / para el período que comienza con esta fecha y termina el día inmediatamente anterior a la Fecha de Término del Proyecto, tres coma setenta y cinco por ciento anual; / ii / para el período que comienza en la Fecha de Término del Proyecto y termina el séptimo aniversario desde la Fecha Efectiva / Effective Date, según dicho término se define en el Contrato de Términos Comunes, y en adelante la “ Fecha de Cierre Financiero ”/, tres coma cincuenta por ciento anual; y /iii/ en adelante, tres coma setenta y cinco por ciento anual. Los intereses adeudados por cada Préstamo Garantía de Cierre se pagarán conjuntamente con el capital en la Fecha de Pago de Capital. /D/ Comisiones. En virtud del Contrato de Financiamiento de Garantía de Cierre, el Deudor se obligó a pagar a cada uno de los Acreedores Garantía de Cierre una Comisión de Compromiso /Commitment Fee , según dicho término se define en el Contrato de Financiamiento de Garantía de Cierre/ y una comisión por cada Garantía de Cierre de Faena Aceptable emitida, en las

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fechas y por los montos determinados en dicho instrumento . /E/ Pagarés de Garantía de Cierre. La obligación del Deudor de pagar el capital y los intereses de cada uno de los Préstamos Garantía de Cierre desembolsados por los Acreedores de Garantía de Cierre, se documentará en uno o más pagarés regidos por ley chilena, debidamente firmados y entregados por el Deudor a la orden del respectivo Acreedor de Garantía de Cierre de Faena, en adelante cada uno de ellos un “ Pagaré de Garantía de Cierre ” y en conjunto, los “ Pagarés de Garantía de Cierre ”, los cuales serán suscritos en la forma y oportunidad establecidas en el Contrato de Financiamiento de Garantía de Cierre. Para efectos de dar cumplimiento a lo dispuesto en el Artículo Tercero, numeral dos, de la Ley de Prenda Sin Desplazamiento /según este término se define en el presente contrato/, el Deudor estará obligado a llevar a cabo y suscribir una escritura de declaración, en términos sustancialmente similares a la escritura que se protocoliza conjuntamente al presente instrumento como Anexo Uno.Dos , destinada a individualizar los Pagarés de Garantía de Cierra que se suscriban en el futuro tan pronto éstos lleguen a ser suscritos por el Deudor, y en todo caso dentro de los quince Días Hábiles siguientes a la suscripción de los mismos. La referida escritura deberá incluir como anexo protocolizado bajo el mismo número de repertorio de dicha escritura, una copia de los Pagarés de Garantía de Cierre que en ella se individualicen. V. CONTRATOS DE DERIVADOS /PERMITTED HEDGING AGREEMENTS/. / A / Contrato de Cobertura sobre Tasa de Interés /Permitted Interest Rate Hedging Agreement/ . / a / Con el objeto de obtener cobertura a las posibles fluctuaciones a las tasas de interés del financiamiento otorgado al amparo de los Contratos de Crédito Senior, el Deudor celebrará con una o más Proveedores de Cobertura de Tasa de Interés Permitidos uno o más Contratos de Cobertura sobre Tasa de Interés Permitidos / Permitted Interest Rate Hedge Agreement , según este término se define en el Contrato de Términos Comunes y en adelante el “ Contrato de Cobertura sobre Tasa de Interés Permitido ”/. / b / Al amparo de lo anterior, todos los Contratos de Cobertura sobre Tasa de Interés Permitidos celebrados entre el Deudor y las Proveedores de Cobertura de Tasa de Interés Permitidos serán suscritos en idioma inglés, sujetos a las leyes de Inglaterra /en adelante los “Dos Mil Dos ISDA Master Agreements Cobertura de Tasa de Interé s ” y conjuntamente con los respectivos anexos /“ Schedules ”/ y si procede, “ Credit Support Annexes ”/que se suscriban los “ ISDA Master Agreements Cobertura Tasa de Interés ”/. / c / Asimismo, el Deudor y el respectivo Proveedor de Cobertura de Tasa de Interés Permitido de los ISDA Master Agreements Cobertura Tasa de Interés suscribirán confirmaciones /“ confirmations ”/ relativas a los ISDA Master Agreements Cobertura Tasa de Interés /en adelante cada una de ellas, la “ Confirmación Cobertura Tasa de Interés ”, y dos o más en conjunto, las “ Confirmaciones Cobertura Tasa de Interés ”/. En adelante, los ISDA Master Agreements Cobertura Tasa de Interés y sus correspondientes Confirmaciones Cobertura Tasa de Interés, y todos aquellos otros contratos de derivados que se celebren de tiempo en tiempo y que califiquen como un Contrato de Cobertura sobre Tasa de Interés Permitido, según dicho término se define en el Contrato de Términos Comunes, según sean modificados, complementados o refundidos de tiempo en tiempo, se denominan en adelante, los “ Contratos de Derivados sobre Tasa de Interés ”. Para efectos de dar cumplimiento a lo dispuesto en el Artículo Tercero, numeral dos, de la Ley de Prenda Sin Desplazamiento/ según este término se define en el presente contrato/, el Deudor estará obligado a llevar a cabo y suscribir una escritura de declaración, en términos sustancialmente similares a la escritura que se protocoliza conjuntamente al presente instrumento como Anexo Uno.Dos, destinada a individualizar los Contratos de Derivados sobre Tasa de Interés que se suscriban en el futuro tan pronto éstos lleguen a ser suscritos por el Deudor, y en todo caso dentro de los quince Días Hábiles siguientes a la suscripción de los mismos. La referida escritura deberá incluir como anexo protocolizado bajo el mismo número de repertorio de dicha escritura, una copia de los Contratos de Derivados sobre Tasa de Interés que en ella se individualicen. / B / Contrato de Cobertura sobre Tipo de Cambio Permitidos /Permitted FX Hedging Agreement/ . / a / Con el objeto de obtener cobertura a las posibles fluctuaciones del tipo d cambio de divisas del financiamiento otorgado al amparo de los Contratos de Crédito Senior, el Deudor celebrará con una o más Proveedores de Cobertura de Tipo de Cambio Permitidos uno o más Contratos de Cobertura de Tasa sobre Tipo de Cambio Permitidos / Permitted FX Hedging Agreement , según este

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término se define en el Contrato de Términos Comunes y en adelante el “ Contrato de Cobertura sobre Tipo de Cambio Permitido ”/. / b / Al amparo de lo anterior, todos los Contratos de Cobertura sobre Tipo de Cambio Permitido celebrados entre el Deudor y los Proveedores de Cobertura de Tipo de Cambio Permitidos serán suscritos en idioma inglés, sujetos a las leyes de Inglaterra /en adelante los “Dos Mil Dos ISDA Master Agreements Cobertura de Tipo de Cambio” y conjuntamente con los respectivos anexos /“ Schedules ”/ y si procede, “ Credit Support Annexes ”/que se suscriban los “ ISDA Master Agreements Cobertura Tipo de Cambio ”/. / c / Asimismo, el Deudor y el respectivo Proveedor de Cobertura de Tipo de Cambio Permitido de los ISDA Master Agreements Cobertura Tipo de Cambio suscribirán confirmaciones /“ confirmations ”/ relativas a los ISDA Master Agreements Cobertura Tipo de Cambio /en adelante cada una de ellas, la “ Confirmación Cobertura Tipo de Cambio ”, y dos o más en conjunto, las “ Confirmaciones Cobertura Tipo de Cambio ”/. En adelante, los ISDA Master Agreements Cobertura Tipo de Cambio y sus correspondientes Confirmaciones Cobertura Tipo de Cambio, y todos aquellos otros contratos de derivados que se celebren de tiempo en tiempo y que califiquen como un Contrato de Cobertura sobre Tipo de Cambio Permitido, según dicho término se define en el Contrato de Términos Comunes, según sean modificados, complementados o refundidos de tiempo en tiempo, se denominan en adelante, los “ Contratos de Derivados sobre Tipo de Cambio ”. Para efectos de dar cumplimiento a lo dispuesto en el Artículo Tercero, numeral dos, de la Ley de Prenda Sin Desplazamiento/ según este término se define en el presente contrato/, el Deudor estará obligado a llevar a cabo y suscribir una escritura de declaración, en términos sustancialmente similares a la escritura que se protocoliza conjuntamente al presente instrumento como Anexo Uno.Dos, destinada a individualizar los Contratos de Derivados sobre Tipo de Cambio que se suscriban en el futuro tan pronto éstos lleguen a ser suscritos por el Deudor, y en todo caso dentro de los quince Días Hábiles siguientes a la suscripción de los mismos. La referida escritura deberá incluir como anexo protocolizado bajo el mismo número de repertorio de dicha escritura, una copia de los Contratos de Derivados sobre Tipo de Cambio que en ella se individualicen. / C / Contrato de Cobertura sobre Materia Prima Permitidos /Permitted Commodity Hedging Agreement/ . / a / Con el objeto de obtener cobertura a las posibles fluctuaciones a los precios de las materias primas durante el financiamiento otorgado al amparo de los Contratos de Crédito Senior, el Deudor celebrará con una o más Proveedores de Cobertura de Materia Prima Permitidos uno o más Contratos de Cobertura sobre Materia Prima Permitidos / Permitted Commodity Hedging Agreement , según este término se define en el Contrato de Términos Comunes y en adelante el “ Contrato de Cobertura sobre Materia Prima Permitido ”/. / b / Al amparo de lo anterior, todos los Contratos de Cobertura sobre Materia Prima Permitidos celebrados entre el Deudor y las Proveedores de Cobertura de Materia Prima Permitidos serán suscritos en idioma inglés, sujetos a las leyes de Inglaterra /en adelante los “Dos Mil Dos ISDA Master Agreements Cobertura de Materia Prima” y conjuntamente con los respectivos anexos /“ Schedules ”/ y si procede, “ Credit Support Annexes ”/que se suscriban los “ ISDA Master Agreements Cobertura Materia Prima ”/. / c / Asimismo, el Deudor y el respectivo Proveedor de Cobertura de Materia Prima Permitido de los ISDA Master Agreements Cobertura Materia Prima suscribirán confirmaciones /“ confirmations ”/ relativas a los ISDA Master Agreements Cobertura Materia Prima /en adelante cada una de ellas, la “ Confirmación Cobertura Materia Prima ”, y dos o más en conjunto, las “ Confirmaciones Cobertura Materia Prima ”/. En adelante, los ISDA Master Agreements Cobertura Materia Prima y sus correspondientes Confirmaciones Cobertura Materia Prima, y todos aquellos otros contratos de derivados que se celebren de tiempo en tiempo y que califiquen como un Contrato de Cobertura sobre Materia Prima Permitido, según dicho término se define en el Contrato de Términos Comunes, según sean modificados, complementados o refundidos de tiempo en tiempo, se denominan en adelante, los “ Contratos de Derivados sobre Materia Prima ” y conjuntamente con los Contratos de Derivados sobre Tipo de Cambio Permitido y los Contratos de Derivados sobre Tasa de Interés, en adelante los “ Contratos de Derivados ”. Para efectos de dar cumplimiento a lo dispuesto en el Artículo Tercero, numeral dos, de la Ley de Prenda Sin Desplazamiento/ según este término se define en el presente contrato/, el Deudor estará obligado a llevar a cabo y suscribir una escritura de declaración, en

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términos sustancialmente similares a la escritura que se protocoliza conjuntamente al presente instrumento como Anexo Uno.Dos, destinada a individualizar los Contratos de Derivados sobre Materia Prima que se suscriban en el futuro tan pronto éstos lleguen a ser suscritos por el Deudor, y en todo caso dentro de los quince Días Hábiles siguientes a la suscripción de los mismos. La referida escritura deberá incluir como anexo protocolizado bajo el mismo número de repertorio de dicha escritura, una copia de los Contratos de Derivados sobre Materia Prima que en ella se individualicen. VI. CONTRATO DE TÉRMINOS COMUNES /COMMON TERMS AGREEMENT/. Por instrumento privado de esta misma fecha celebrado en el extranjero, en idioma inglés, y sujeto a las leyes de Inglaterra, el Deudor, los Agentes Estructuradores, el Agente Administrativo, el Agente de Acreedores, el Agente ECA, el Agente de Garantías Local, el Agente de Garantías Internacional, el Agente de Documentación, el Agente Técnico, el Agente de Seguros, el Agente de E&S, los Agentes de Cuentas, los Acreedores Senior y los Proveedores de Cobertura Permitidos celebraron un contrato denominado “Common Terms Agreement” /en adelante dicho contrato, según sea modificado, complementado o refundido de tiempo en tiempo, el “ Contrato de Términos Comunes ”/, en virtud del cual las partes suscriptoras del Contrato de Crédito sin Cobertura, los Contratos de Crédito con Cobertura ECA, el Contrato de Crédito ECA, el Contrato de Financiamiento de Garantía de Cierre y los Contratos de Derivados regularon todos los términos y condiciones comunes aplicables a los Contratos de Crédito Senior y a los Contratos de Derivados, así como a los restantes documentos calificados como Documentos del Financiamiento / Finance Documents , según dicho término se define en el Contrato de Términos Comunes/. El Contrato de Términos Comunes contiene entre otras, y sin que implique limitación, las siguientes disposiciones: /i/ las definiciones y reglas de interpretación aplicables a los Contratos de Crédito Senior y los Contratos de Derivados; /ii/ las condiciones precedentes para cursar los desembolsos bajo los Contratos de Crédito Senior; / iii / ciertas condiciones uniformes de pago de los montos adeudados bajo los Contratos de Crédito Senior; / iv / los eventos en que el Deudor debe o puede realizar prepagos obligatorios / Mandatory Prepayments , según dicho término se define en el Contrato de Términos Comunes/ o voluntarios / Voluntary Prepayments, según dicho término se define en el Contrato de Términos Comunes/, según corresponda, de los préstamos adeudados bajo los contratos de Crédito Senior; /v/ las representaciones y garantías dadas por el Deudor; /vi/ las obligaciones de hacer y de no hacer del Deudor; /vii/ los distintos eventos de incumplimiento aplicables a los Contratos de Crédito Senior y los demás Documentos del Financiamiento /Events of Default, según dicho término se define en el Contrato de Términos Comunes, y en adelante las “ Causales de Incumplimiento ”/, que facultarán a los acreedores bajo los Contratos de Crédito Senior para declarar como de plazo vencido e inmediatamente exigibles todo o parte del saldo adeudado de los préstamos otorgados bajo los Contratos de Crédito Senior; / viii / disposiciones relativas a situaciones de aumento de costos para los Acreedores Senior en el otorgamiento y mantención de los préstamos otorgados bajo los Contratos de Crédito Senior; y / ix / el pago de comisiones, impuestos, gastos, honorarios, costas y otras sumas. Una copia del Contrato de Términos Comunes se ha protocolizado en esta Notaría con esta misma fecha, bajo el repertorio número [_________] guion dos mil veintiuno, cuyo contenido se da por enteramente reproducido en este acto. VII. CONTRATO DE AGENCIA DE ACREEDORES Y GARANTÍAS /INTERCREDITOR AND COLLATERAL AGENCY DEED/. Por instrumento privado de esta misma fecha celebrado en el extranjero, en idioma inglés, y sujeto a las leyes de Inglaterra, el Agente de Acreedores, el Agente Administrativo, el Agente del Crédito sin Cobertura, el Agente ECA, el Agente del Crédito ECA, el Agente del Financiamiento de Garantía de Cierre, el Agente de Garantías Local, el Agente de Garantías Internacional, los Acreedores Senior y el Deudor celebraron un contrato denominado en inglés como “ Intercreditor and Collateral Agency Deed” /en adelante dicho contrato, según sea modificado, complementado o refundido de tiempo en tiempo, el “ Contrato de Acreedores ”/, en virtud del cual las partes suscriptoras regularon los términos necesarios para que los derechos de cada parte bajo los actos jurídicos comprendidos bajo el concepto de Finance Documents /según dichos términos se definen en el Contrato de Términos Comunes/ y bajo las garantías otorgadas para asegurar el debido

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cumplimiento de las obligaciones que de ellos emanan, se ejercieran de manera coordinada, así como la toma de decisiones entre las partes de los Finance Documents con respecto a determinadas materias, las medidas ante el incumplimiento del Deudor, el uso y la distribución de los pagos y montos obtenidos en la ejecución de las garantías, entre otros. Una copia del Contrato de Acreedores se ha protocolizado en esta Notaría con esta misma fecha, bajo el repertorio número [______] guion dos mil veintiuno, cuyo contenido se da por enteramente reproducido en este acto. VIII. CONTRATO DE CUENTAS DEL PROYECTO /ACCOUNTS AGREEMENT/. Por instrumento privado de esta misma fecha celebrado en el extranjero, en idioma inglés, y sujeto a las leyes de Inglaterra, el Deudor, el Agente de Cuentas Local, el Agente de Cuentas Internacional, el Agente Administrativo, el Agente de Garantías Local y el Agente de Garantías Internacional, celebraron un contrato denominado “Accounts Agreement Relating to the Project Finance Facilities made Available to the Borrower in Relation to the Mantoverde Develpoment Project”_ /en adelante dicho contrato, según sea modificado, complementado o refundido de tiempo en tiempo, el “ Contrato de Cuentas ”/, en virtud de las cuales se establecieron las distintas cuentas en las que se efectuarían los cargos y abonos bajo el Proyecto y los distintos documentos relacionados a los Contratos de Crédito Senior y los demás Documentos del Financiamiento. En dichas cuentas, el Deudor se ha obligado a depositar, en la medida y orden en que señale el Contrato de Cuentas, todos los ingresos asociados al Proyecto, y a hacer uso de los fondos depositados en tales cuentas del Proyecto siguiendo las órdenes y requisitos que se indican en el mismo, en el Contrato de Términos Comunes, o en cualquier otro Documento del Financiamiento, según corresponda. Una copia del Contrato de Cuentas se ha protocolizado en esta Notaría con esta misma fecha, bajo el repertorio número [_____] guion dos mil veintiuno, cuyo contenido se da por enteramente reproducido en este acto. IX. CONTRATO DE AGENCIA DE GARANTÍAS LOCAL /ONSHORE COLLATERAL AGENCY AGREEMENT/._ Mediante escritura pública de esta misma fecha otorgada en esta Notaría bajo número de repertorio número [______] guion dos mil veintiuno, BANCO DE CRÉDITO E INVERSIONES, ha sido designado como Agente de Garantías Local, de conformidad con lo establecido en el artículo dieciocho de la Ley número veinte mil ciento noventa, de fecha cinco de junio de dos mil siete, a fin de que represente a las Partes Garantizadas, según corresponda, en la constitución, modificación o extinción de las garantías otorgadas para asegurar el cumplimiento íntegro, exacto y oportuno de las Obligaciones Garantizadas de Primer Grado, según corresponda y en el ejercicio mancomunado de los derechos que para ellos emanen de dichas garantías que el Deudor se ha obligado a otorgar bajo cada uno de los Contratos de Crédito Senior, los Pagarés y los demás Documentos del Financiamiento, según corresponda, en adelante, el “ Contrato de Agencia de Garantías Local ”. El Deudor toma conocimiento de este poder y se obliga a reconocerlo y a aceptarlo cada vez que el Agente de Garantías Local, o la persona que represente al Agente de Garantías Local, lo invoque, judicial o extrajudicialmente.

/UNO.TRES/ DOCUMENTOS DEL FINANCIAMIENTO. Para los efectos del presente contrato,

se entenderá por “ Documentos del Financiamiento ” todos y cada uno de los documentos identificados como Finance Documents bajo el Contrato de Términos Comunes. Adicionalmente, para efectos del presente contrato también se considerarán como Documentos del Financiamiento: /i/ todo otro documento nombrado como Documento del Financiamiento, ya sea en el mismo documento o en uno de los documentos nombrados precedentemente o en cualquiera de los Documentos del Financiamiento, y cualquier otro documento nombrado como Documento del Financiamiento conjuntamente por el Deudor y el Agente Administrativo; /ii/ todo complemento, modificación, autorización o renuncia de derechos otorgado en relación con cualquiera de los documentos nombrados precedentemente /sea o no que dicho complemento, modificación, autorización o renuncia de derechos señale expresamente que se trata de un Documento del Financiamiento o de los documentos señalados precedentemente/; y /iii/ cada uno de los documentos otorgados en reemplazo de cualquiera de los documentos señalados en el presente numeral.

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CLÁUSULA SEGUNDA: OBLIGACIONES GARANTIZADAS.

CLÁUSULA TERCERA: CRÉDITOS PRENDADOS.

/Tres.Uno/ Créditos Prendados.

/a/ El Acreedor Subordinado es titular de un crédito en contra del Deudor por una cantidad total por concepto de capital, ascendente a [●] /en adelante, el “ Crédito Subordinado ”/ cuyo título consiste en [instrumento privado de fecha [●]] [escritura pública de fecha [●] otorgada en la Notaría de [●] de don [●] y anotada bajo el Repertorio número [●]] /en adelante, el “ Título ”/. Una copia del Contrato Prendado se adjunta como Anexo Tres.Uno al presente Contrato, el cual se entiende formar parte integrante del mismo para todos los efectos legales, siendo protocolizado junto al presente instrumento.

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/b/ En virtud del Convenio de Subordinación suscrito por escritura pública con esta fecha, otorgada en esta Notaría, bajo el repertorio número [●], entre el Acreedor Subordinado y el Agente de Garantías Local, quien a su vez actuó en representación y beneficio de las Partes Garantizadas, el pago del Crédito Subordinado se encuentra subordinado al pago del capital e intereses de las Obligaciones Garantizadas.

/c/ En virtud del Crédito Subordinado, el Acreedor Subordinado es acreedor de derechos respecto del Deudor, que consisten en el derecho de exigir el cumplimiento de las obligaciones de pago de dicho crédito por parte del Deudor, y que deben ser cumplidas por este en el plazo establecido en el Título /en adelante, los “ Créditos Prendados ”/.

/ Tres.Dos / Prenda de Derechos en Segundo Grado. Mediante escritura pública otorgada con esta misma fecha y en esta misma Notaría, el Deudor constituye prenda sin desplazamiento en segundo y posterior grado y prohibiciones sobre los Créditos Prendados, en favor de Mitsubishi Materials Corporation /la “ Prenda de Derechos en Segundo Grado ”/.

CLÁUSULA CUARTA: PRENDA SIN DESPLAZAMIENTO EN PRIMER GRADO SOBRE CRÉDITOS.

Por el presente acto, y con el objeto de garantizar el íntegro, efectivo y oportuno cumplimiento de todas y cada una de las Obligaciones Garantizadas, el Acreedor Subordinado, debidamente representado en la forma indicada en la comparecencia, constituye a favor del Agente de Garantías Local, quien actúa en representación y beneficio de las Partes Garantizadas prenda sin desplazamiento en primer grado sobre los Derechos Prendados Actuales, de conformidad a lo dispuesto en la Ley número veinte mil ciento noventa, de fecha cinco de junio de dos mil siete /en adelante, la “ Ley de Penda sin Desplazamiento ”/, el Reglamento del Registro de Prendas sin Desplazamiento, contenido en el Decreto Supremo número seiscientos veintidós, conjunto del Ministerio de Justicia y del Ministerio de Hacienda, publicado en el Diario Oficial de veintitrés de octubre de dos mil diez /el “ Reglamento de Prenda sin Desplazamiento ”/, y a los términos y condiciones del presente Contrato, /en adelante la “ Prenda de Derechos ”/.

CLÁUSULA QUINTA: EXTENSIÓN DE LA PRENDA SIN DESPLAZAMIENTO Y PROHIBICIÓN.

/Cinco.Uno/ Extensión. La Prenda de Derechos que se constituye por el presente Contrato tiene por objeto garantizar al Agente de Garantías Local, actuando en representación de las Partes Garantizadas, el íntegro, efectivo y oportuno cumplimiento de todas y cada una de las Obligaciones Garantizadas, lo que incluye, sin que la enunciación que sigue implique limitación, obligaciones por concepto de costas, gastos, indemnizaciones de perjuicios, impuestos, tributos, contribuciones, derechos, cargas, retenciones, remuneraciones, aumentos de costos, cargos financieros, gastos reembolsables, desembolsos y cualquier otra suma debida u obligación derivada bajo los Documentos del Financiamiento, como asimismo sus prórrogas, renovaciones y modificaciones; y en general, garantiza el íntegro, efectivo y oportuno cumplimiento de todas las Obligaciones Garantizadas, sean de la esencia, de la naturaleza o meramente accidentales de los actos y contratos que emanen y sea que su cumplimiento sea exigible a las épocas convenidas o anticipadamente, en el evento de su aceleración. La prenda constituida por el presente instrumento garantiza, asimismo, el reembolso de las costas y gastos de cobranza, judiciales o extrajudiciales, incluidos honorarios razonables de abogados, si existieren, en que se incurra con ocasión de gestiones o demandas de cobro o ejecución de esta prenda; y se extiende además a toda obligación que contraiga el Deudor en instrumentos que pueda otorgar o aceptar en el futuro, en sustitución o reemplazo de, o bien en

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forma adicional a los Documentos del Financiamiento y que digan relación con las Obligaciones Garantizadas.

/Cinco.Dos/ Extensión a obligaciones futuras. La Prenda de Derechos se extiende, además, a toda Obligación Garantizada que conste en instrumentos que pueda otorgar o aceptar el Deudor en el futuro, que modifiquen, complementen, o reemplacen cualquiera de los Documentos del Financiamiento, como asimismo en virtud de cualquier otro documento que en el futuro pudiere complementar dichos documentos;

/Cinco.Tres/ Imputación de Pagos. Todas las cantidades que se obtengan judicial o extrajudicialmente en abono o pago de las Obligaciones Garantizadas lo serán por cuenta y en beneficio de las Partes Garantizadas en cuyo favor se establecen estas garantías, y se le pagarán a las Partes Garantizadas hasta que se hubieren extinguido totalmente las Obligaciones Garantizadas, de conformidad con los Documentos del Financiamiento.

/Cinco.Cuatro/ Extensión a incrementos. La Prenda de Derechos y las prohibiciones constituidas en virtud del presente Contrato incluyen y se extienden de pleno derecho a todos los aumentos de valor de los Créditos Prendados, así como a todos los frutos, sean reajustes, intereses, ganancias, utilidades o incrementos de los Créditos Prendados, a cualquier título que dichos reajustes, ganancias, utilidades o incrementos se produzcan.

/Cinco.Cinco/ Expropiación. Asimismo, en caso de expropiación de los Créditos Prendados, la Prenda de Derechos y prohibiciones constituidas en virtud del presente Contrato se extenderán al derecho del Acreedor Subordinado de recibir indemnización por causa de dicha expropiación, indemnización que subrogará a los Créditos Prendados para todos los efectos legales y contractuales a que haya lugar.

/Cinco.Seis/ Preferencia. A mayor abundamiento esta prenda se constituye en común y en igual grado respecto de las Partes Garantizadas, sin que haya preferencia entre ellas, cualquiera sea el orden en que se les mencione en esta escritura o en otras, o en las publicaciones o inscripciones que se verifiquen con ocasión de la antedicha caución, de manera que las Partes Garantizadas gozarán de igual grado de preferencia ante una eventual ejecución, concurso de acreedores y/o liquidación de la respectiva garantía, de conformidad con los montos efectivamente adeudados a cada Parte Garantizada.

CLÁUSULA SEXTA: PROHIBICIÓN DE GRAVAR Y ENAJENAR.

/ Seis.Uno / Por este acto y debidamente representado de la manera indicada en la comparecencia de este instrumento, el Acreedor Subordinado se obliga, mientras la prenda que da cuenta el presente instrumento se encuentre vigente y las Obligaciones Garantizadas no hayan sido totalmente cumplidas y se encuentren terminadas, se obligan a no gravar, enajenar, prometer gravar o enajenar, disponer, modificar, constituir garantías reales o cualquier carga, gravamen, prohibición o derechos en favor de ninguna persona, ni impedimento o restricción alguna que pudiere afectar o embarazar el libre uso, goce o disposición de los Créditos Prendados, ni celebrar acto o contrato alguno sobre los Créditos Prendados, sin la autorización previa y por escrito del Agente de Garantías Local a menos que se trate de enajenaciones o gravámenes que constituyan Gravámenes Permitidos, Enajenación de Activos Permitida / Permitted Encumbrances y Permitted Asset Disposal , según dichos términos se definen en el Contrato de Términos Comunes/ y toda otra enajenación o gravamen expresamente permitidos y/o autorizados bajo los Documentos del Financiamiento. Las Partes dejan expresa constancia que BCI, actuando en su calidad de Agente de Garantías Local, actuando previa instrucción del Agente de Acreedores, alzará la prenda y prohibiciones que da cuenta este Contrato,

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en el caso de permitirse una enajenación a favor de terceros sobre los Bienes Prendados, bajo el Contrato de Términos Comunes o los demás Documentos del Financiamiento, extendiéndose tal alzamiento a dichos Bienes Prendados, conforme lo indique el Agente de Acreedores. Se hará expresa mención a esta prohibición en el Registro Nacional de Prendas sin Desplazamiento, de conformidad al artículo diecisiete de la Ley de Prenda sin Desplazamiento.

/ Seis.Dos / Sin perjuicio de lo establecido en la sección precedente de la presente Cláusula, el Agente de Garantías Local, actuando en representación y beneficio de las Partes Garantizadas, en este acto autoriza la constitución de la Prenda de Derechos en Segundo Grado y las prohibiciones de gravar y enajenar que constan en dicho documento y los documentos que se hayan otorgado, se otorguen o deban otorgarse de conformidad al mismo.

CLÁUSULA SÉPTIMA: DECLARACIONES DEL ACREEDOR SUBORDINADO.

Presentes en este acto, el Acreedor Subordinado, por medio de sus representantes, declara que, a la fecha del presente instrumento:

/Uno/ Es el único y exclusivo titular de los Créditos Prendados, y que a su leal saber y entender, su dominio no se encuentra expuesto a acciones resolutorias o rescisorias;

/Dos/ Con excepción de los Gravámenes Permitidos / Permitted Encumbrances , según dicho término se define en el Contrato de Términos Comunes/, de esta prenda sin desplazamiento y prohibiciones constituidas a favor del Agente de Garantías Local, y de la Prenda de Derechos en Segundo Grado, los Créditos Prendados se encuentran libres de cualesquiera otros gravámenes, cargas, litigios, prohibiciones de gravar y enajenar u otras limitaciones, medidas precautorias, acciones resolutorias, derechos preferentes a favor de terceros o limitación al dominio alguna, y no existe impedimento alguno que pueda afectar su libre disposición ni la constitución y perfeccionamiento de la prenda y prohibiciones de que dan cuenta esta escritura;

/Tres/ Sus negocios no están en mal estado ni existen antecedentes que permitan prever que se encuentra en cesación de pagos o próxima a dicho estado;

/Cuatro/ La celebración, cumplimiento y ejecución del presente Contrato no vulnera ningún contrato ni acuerdo celebrado por el Acreedor Subordinado, ni ninguna ley, decreto, reglamento o norma reglamentaria o administrativa; y que no se requiere de ninguna autorización, aprobación o notificación gubernamental ni de terceros para su celebración, pleno cumplimiento y ejecución; y

/Cinco/ Cuenta con amplias facultades al respecto conforme a la ley, los estatutos y poderes conferidos por el Acreedor Subordinado, que el poder con que actúa en este Contrato se encuentra vigente y le otorga facultades suficientes para hacer las declaraciones que esta escritura contiene y para otorgar la presente Prenda de Derechos; y que esta escritura ha sido debidamente suscrita por el Acreedor Subordinado y que de ella emanan obligaciones legales, válidas y exigibles.

CLÁUSULA OCTAVA: OBLIGACIONES ADICIONALES DEL ACREEDOR SUBORDINADO.

/Ocho.Uno/ Obligaciones Adicionales en General. El Acreedor Subordinado se obliga, mientras se encuentre vigente esta prenda a:

/a/ Llevar a cabo a su costo exclusivo, todas las acciones judiciales y extrajudiciales que sean necesarias para mantener el dominio y libre posesión de los Créditos Prendados.

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/ b / Notificar al Agente de Garantías Local, actuando en representación de las Partes Garantizadas, mediante carta certificada dirigida a éste a su domicilio señalado en la comparecencia, acerca de todo embargo, incautación, pérdida o menoscabo que haya sufrido cualquiera de los Créditos Prendados, a más tardar el décimo día hábil bancario siguiente a la fecha en que haya tomado o debido tomar conocimiento del hecho.

/ c / Poner en conocimiento de la existencia de la presente prenda y prohibiciones de que da cuenta este instrumento al acreedor que trabare posterior embargo sobre los Créditos Prendados, según el mismo procedimiento y dentro del mismo plazo referido en la letra /b/ anterior.

/d/ Subordinar todos los préstamos de los que derivan los Derechos Prendados Futuros que otorgue en el futuro al Deudor, al pago del capital e intereses de las Obligaciones Garantizadas en conformidad al Contrato de Términos Comunes.

CLÁUSULA NOVENA: DERECHOS DEL ACREEDOR SUBORDINADO Y DEL AGENTE DE GARANTÍAS LOCAL.

/Nueve.Uno/ Derechos del Acreedor Subordinado.

/a/ En la medida que no haya recibido una Notificación de Incumplimiento, según este término se define más adelante, el Acreedor Subordinado conservará el pleno ejercicio de los derechos que le correspondan bajo el Contrato Prendado y como titular de los Créditos Prendados.

/ Nueve.Dos/ Derechos del Agente de Garantías Local.

/a/ En el caso que ocurra una causal de incumplimiento / Event of Default como este término se define en el Contrato de Términos Comunes/, en adelante " Causal de Incumplimiento ”, que se mantenga vigente y que no haya sido subsanada dentro de los plazos establecidos para ello, en caso que se permita su saneamiento, bajo el Contrato de Términos Comunes y/o cualquier otros Documentos del Financiamiento, el Agente de Garantías Local, en nombre y representación y beneficio de las Partes Garantizadas, previa notificación escrita al Deudor por mano mediante Notario Público de haberse verificado y mantenerse dicha Causal de Incumplimiento /la “ Notificación de Incumplimiento ”/, con copia al Acreedor Subordinado, y a contar de la fecha de dicha notificación, con el sólo mérito de la misma y sin que deba acreditar a persona alguna la Causal de Incumplimiento de que se trate, pasará a ejercer exclusivamente todos los derechos a percibir pagos a que legalmente el Acreedor Subordinado tendría de otra forma derecho como legítimo titular de los Créditos Prendados y, en consecuencia, el Deudor pagará los Créditos Prendados al Agente de Garantías Local, en beneficio de las Partes Garantizadas, debiendo consignar los pagos debidos al Acreedor Subordinado en virtud de los Créditos Prendados, en la cuenta corriente del tribunal que conozca de la ejecución de esta prenda, cuando corresponda de acuerdo a lo establecido en el presente Contrato y en los artículos séptimo y trigésimo primero de la Ley de Prenda sin Desplazamiento.

/b/ De tener aplicación lo dispuesto en la letra /a/ anterior, el Acreedor Subordinado faculta y confiere poder en forma irrevocable al Agente de Garantías Local, en cuyo nombre aceptan sus representantes individualizados en la comparecencia de este instrumento, para que éste, actuando en beneficio de las Partes Garantizadas, cobre y perciba los pagos a que tenga derecho el Acreedor Subordinado en virtud de los Créditos Prendados, en la medida que se vayan devengando, y se hagan exigibles, para cuyo efecto se entenderá representante legal del Acreedor Subordinado, de conformidad al artículo doce del Decreto Ley número setecientos setenta y seis, del año mil novecientos veinticinco.

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/c/ Las cantidades que el Agente de Garantías Local perciba de la Contraparte serán aplicadas por el Agente de Garantías Local a extinguir las Obligaciones Garantizadas. Además, el Agente de Garantías Local podrá otorgar los recibos que le sean solicitados por las cantidades que cobre y perciba, y podrá suscribir los documentos públicos o privados que le fueren exigidos en relación con lo anterior por el Deudor. Las Partes declaran expresamente que el poder de que da cuenta la letra /b/ anterior y esta sección tienen el carácter de irrevocable, en los términos del artículo doscientos cuarenta y uno del Código de Comercio, por cuanto su ejecución interesa al Agente de Garantías Local.

CLÁUSULA DÉCIMA: INSCRIPCIÓN Y ACEPTACIÓN.

/Diez.Uno/ Inscripción de la Prenda de Derechos. Para los efectos de lo prescrito en los Artículos veinticuatro y veinticinco de la Ley de Prenda sin Desplazamiento, las Partes comparecientes declaran que el Notario Público que autoriza, o quien sea designado como su suplente, o quien legalmente lo suceda, subrogue o reemplace, procederá a inscribir el presente instrumento en el Registro de Prendas sin Desplazamiento a cargo del Registro Civil e Identificación dentro del plazo legal.

/Diez.Dos/ Adquisición del Derecho Real de Prenda. La inscripción referida en esta cláusula constituye la forma de perfeccionar entre las Partes la Prenda de Derechos, adquiriendo el Agente de Garantías Local, en beneficio de las Partes Garantizadas, el respectivo derecho real de prenda sobre los Créditos Prendados, de conformidad con la Ley de Prenda Sin Desplazamiento.

/Diez.Tres/ Aceptación. El Agente de Garantías Local, debidamente representado en la forma indicada en la comparecencia, acepta por sí y en representación y en beneficio de las Partes Garantizadas, la Prenda de Derechos y las prohibiciones de que da cuenta el presente Contrato y adquirirá los correspondientes derechos reales de prenda con la referida inscripción en el Registro de Prendas sin Desplazamiento.

/Diez.Cuatro/ Aceptación del Deudor. En este acto, el Deudor, debidamente representado en la forma indicada en la comparecencia, toma debido conocimiento y se notifica de la constitución de la Prenda de Derechos y prohibiciones de que da cuenta el presente instrumento, y acepta por su representada, sin reserva, la Prenda de Derechos y prohibiciones que se constituyen en virtud de esta escritura y, en consecuencia, en forma incondicional, irrevocable y sin reservas, la obligación de pagar los Créditos Prendados al Agente de Garantías Local, quien actúa en beneficio de las Partes Garantizadas, a contar de la fecha en que se practique la notificación prescrita en la Sección /Nueve.Dos/ del presente instrumento, de conformidad a lo establecido en el presente instrumento y la Ley de Prenda sin Desplazamiento.

CLÁUSULA DÉCIMO PRIMERA: EXIGIBILIDAD ANTICIPADA Y EJECUCIÓN.

/Once.Uno/ Exigibilidad anticipada. En el evento que en conformidad a Contrato de Términos Comunes y/o cualquier otro Documento del Financiamiento ocurra y se mantenga vigente sin haber sido oportunamente subsanada dentro de los plazos establecidos al efecto, cuando se permita su subsanación, cualquier Causal de Incumplimiento, lo que será acreditado mediante el envío por parte del Agente de Garantías Local de una notificación escrita al Deudor, entregada por mano, mediante servicio de correo urgente o por carta certificada, con el sólo mérito de la misma, a contar de esa fecha y sin que se deba acreditar a persona alguna la Causal de Incumplimiento de que se trate, el Agente de Garantías Local, actuando en representación y beneficio de las Partes Garantizadas, podrá declarar todas y cada una de las Obligaciones Garantizadas inmediatamente vencidas y exigibles y por ende también este Contrato, pudiendo seguirse en contra del Deudor todas y cada una de las

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acciones de cobro y/o de cualquier naturaleza derivadas del presente instrumento para obtener el cumplimiento de las Obligaciones Garantizadas.

/Once.Dos/ Ejecución. En los casos en que, de conformidad a lo establecido en este Contrato, alguna de las Partes Garantizadas proceda a la ejecución de la Prenda de Derechos constituida en su favor por la presente escritura, las Partes dejan expresa constancia de que dicha ejecución deberá efectuarse de conformidad con lo dispuesto en el Contratos de Agencia de Garantías, y el Contrato de Acreedores, y las cantidades que se obtengan se imputarán de acuerdo a lo establecido en el presente instrumento y a los demás Documentos del Financiamiento.

/Once.Tres/ Se deja expresa constancia que las causales de aceleración, anteriormente estipuladas, se han establecido en beneficio exclusivo de los Acreedores, por lo que pueden renunciar a ejercerlas.

/Once.Cuatro/ Constancia. Se deja expresa constancia que, con el objeto de proteger los derechos de las Partes Garantizadas, se celebró el Contrato de Acreedores, en virtud del cual las partes suscriptoras regularon los derechos de cada parte, de manera tal que actúen de forma coordinada y respetando las preferencias y grados de las garantías otorgadas. Las cantidades que en definitiva sean entregadas al Agente de Garantías Local, serán destinadas en conformidad a lo dispuesto en el Contrato de Acreedores y en general conforme a lo dispuesto en los Documentos del Financiamiento a extinguir las obligaciones en favor de las Partes Garantizadas.

CLAÚSULA DÉCIMO SEGUNDA: CONSTANCIA Y RECONOCIMIENTO.

/Doce.Uno/ Constancia. Se deja constancia que la Prenda de Derechos y prohibiciones constituidas por la presente escritura, son sin perjuicio de cualesquiera otra garantía y prohibición que se hubiere constituido por el Deudor, el Acreedor Subordinado y/o por terceros, sea real o personal, para caucionar las Obligaciones Garantizadas. El presente Contrato no se considerará bajo ninguna circunstancia como una modificación, sustitución o limitación de los derechos otorgados a cualquiera de las Partes Garantizadas en virtud de los Documentos del Financiamiento;

/Doce.Dos/ Reconocimiento. El Deudor y el Acreedor Subordinado declaran y garantiza al Agente de Garantías Local, en representación de las Partes Garantizadas, que esta escritura, en copia fiel y autorizada, constituye buen y suficiente título para iniciar todas las acciones que en derecho procedan en relación con las garantías que en este instrumento se constituyen. Lo dispuesto en este instrumento no se considerará bajo ninguna circunstancia como limitación de los derechos del Agente de Garantías Local, en representación de las Partes Garantizadas, en virtud de la ley, ni como una modificación, sustitución o limitación de los derechos otorgados a las Partes Garantizadas en virtud de los Documentos del Financiamiento. Asimismo, se deja expresa constancia que la Prenda de Derechos y prohibiciones constituidas por esta escritura, son sin perjuicio de cualesquiera otra garantía real y prohibición que se hubiere constituido por el Deudor, el Acreedor Subordinado y/o terceros, para caucionar las Obligaciones Garantizadas.

/Doce.Tres/ Convertibilidad de Moneda. Se deja constancia que, a menos que los Documentos del Financiamiento dispongan lo contrario, toda Obligación Garantizada cuyo pago se haya convenido en moneda extranjera se entenderá extinguida sólo hasta por el monto por el que el Agente de Garantías Local, actuando en representación y en beneficio de las Partes Garantizadas, haya recibido dicha moneda en divisas de libre convertibilidad y disponibilidad o, si el pago se efectuare en otra moneda, sólo hasta por el monto con el que con dicha moneda pueda adquirir la moneda extranjera con la que haya debido hacérseles el pago en virtud de la convención o la ley, el día hábil bancario siguiente a aquel en que el Agente de Garantías Local, actuando en representación de las Partes

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Garantizadas, reciba los dineros en cuestión; todo lo anterior en conformidad con la Sección veintitrés punto siete del Contrato de Términos Comunes.

CLÁUSULA DÉCIMO TERCERA: MANDATO PARA NOTIFICACIONES.

/Trece.Uno/ Mandato. Sin perjuicio de cualquiera designación de mandatarios para recibir notificaciones judiciales que se hayan hecho o que se hagan en el futuro, adicionalmente el Deudor y el Acreedor Subordinado confieren poder especial e irrevocable a Sebastián Vivanco Silva y José Ignacio Berner Gómez, para que, actuando indistinta y separadamente puedan recibir, por y en su representación, notificaciones y requerimientos judiciales o extrajudiciales, en cualquier gestión, procedimiento o juicio, cualquiera que fuese el procedimiento aplicable o el tribunal o autoridad que tuviere encomendado su conocimiento y que diga relación con las Obligaciones Garantizadas o los instrumentos otorgados para garantizarlas, incluyendo la presente prenda. Consecuentemente, si cualquier notificación o requerimiento se realiza a los mandatarios anteriormente mencionados, el Deudor y el Acreedor Subordinado se considerarán válidamente notificados o requeridos con respecto al acto, procedimiento o demanda en cuestión. En el ejercicio del poder irrevocable que por este acto se otorga, cada mandatario estará ampliamente facultado para representar al Deudor y al Acreedor Subordinado en el orden judicial, incluyendo las facultades de recibir notificaciones, contestar demandas y actuar con las atribuciones señaladas en el primer inciso del artículo séptimo del Código de Procedimiento Civil de la República de Chile. Presentes a este acto Sebastián Vivanco Silva, chileno, casado, abogado, cédula nacional de identidad número diez millones seiscientos cinco mil doscientos cuarenta y siete guion seis y José Ignacio Berner Gómez, chileno, casado, abogado, cédula de identidad número diecisiete millones ochenta y ocho mil quinientos ochenta y nueve guion nueve, ambos domiciliados para estos efectos en Avenida Andrés Bello dos mil cuatrocientos cincuenta y siete, piso diecinueve, comuna de Providencia; los comparecientes mayores de edad, quienes acreditan su identidad con las cédulas mencionadas y exponen, que aceptan el poder especial irrevocable que se otorga en esta cláusula y se obligan a no renunciar el mismo sin el consentimiento escrito del Agente de Garantías Local en cuyo beneficio ha sido otorgado, para lo cual el Deudor y el Acreedor Subordinado deberán, en forma previa, designar nuevo mandatario judicial con las mismas facultades y en los mismos términos de esta cláusula, nuevo mandatario que deberá comparecer y aceptar el mandato otorgado en el mismo instrumento de renuncia y ser una persona natural residente permanente en Chile. El poder otorgado por este acto no revoca ningún poder otorgado con anterioridad a esta fecha y, en el evento de otorgar otro poder en el futuro, no se entenderá por ese solo hecho revocado el poder otorgado en el presente instrumento.

/Trece.Dos/ Obligación del Mandante. Asimismo, el Deudor y el Acreedor Subordinado se obligan a mantener en todo momento dos o más apoderados con las mismas facultades y en los mismos términos de esta Cláusula, en caso que el mandato irrevocable otorgado en esta cláusula terminare por fallecimiento o incapacidad de cualquiera de los apoderados.

CLÁUSULA DÉCIMO CUARTA: SUCESORES Y CESIONARIOS.

La Prenda de Derechos y prohibición beneficiarán a, y los derechos que otorgan podrán ser ejercidos por Banco de Crédito e Inversiones, en calidad de Agente de Garantías Local, o la entidad que lo reemplace o suceda en esta calidad, actuando en representación y beneficio de las Partes Garantizadas, o por quienes revistan la calidad de sucesores o cesionarios de éstos conforme al Contrato de Términos Comunes y a los demás Documentos del Financiamiento, y quienes se subroguen legal o convencionalmente en tales derechos en conformidad a los mismos. Tales sucesores o cesionarios, y quienes se subroguen legal o voluntariamente en tales derechos, tendrán en contra del Acreedor Subordinado los mismos derechos y beneficios que esta escritura otorga a Banco de Crédito e

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Inversiones, en calidad de Agente de Garantías Local, o la entidad que lo reemplace o suceda en esta calidad, y a las Partes Garantizadas, considerándose como tales para todos los efectos legales y contractuales a que haya lugar.

Las Partes Garantizadas quedan facultadas para ceder a terceros en todo o parte las Obligaciones Garantizadas y, especialmente, el derecho real de prenda que las cauciona. A mayor abundamiento, las Partes dejan expresa constancia que, en virtud de lo señalado en el artículo treinta y ocho de la Ley de Prenda sin Desplazamiento, la cesión de las Obligaciones Garantizadas hecha de conformidad a los términos indicados en los Documentos del Financiamiento, comprenderá la cesión de la presente Prenda y de todas las acciones y derechos que emanen o puedan emanar de ella, manteniendo la presente Prenda la preferencia que gozaba en virtud del crédito cedido.

CLÁUSULA DÉCIMO QUINTA: GASTOS E IMPUESTOS.

Los gastos, impuestos, derechos notariales y de registro, como asimismo, cualquier desembolso de cualquier naturaleza que esté relacionado con el otorgamiento, ejecución, registro y perfeccionamiento de este Contrato, así como aquellos derivados de escrituras públicas complementarias que pueda ser necesario otorgar en orden a clarificar, rectificar, complementar o modificar el presente instrumento, y todos aquellos correspondientes a las cancelaciones o alzamiento en su oportunidad de la Prenda de Derechos y prohibiciones de que da cuenta este Contrato, serán de cargo exclusivo del Deudor.

CLÁUSULA DÉCIMO SEXTA: FACULTAD ESPECIAL.

/Dieciséis.Uno/ Poder . Cada una de las Partes otorga mandato especial e irrevocable al Agente de Garantías Local para que actuando conjuntamente con uno cualquiera de los señores Antonio Ortúzar Vicuña, Sebastián Vivanco Silva y José Ignacio Berner Gómez, en nombre y representación de las Partes, puedan redactar cualquier texto necesario para rectificar, aclarar o complementar esta escritura pública, y lograr la plena inscripción, subinscripción y anotación de la constitución de la Prenda de Derechos y prohibiciones en los registros que legalmente corresponda. En uso de sus atribuciones, los mandatarios podrán rectificar, aclarar y complementar el contenido de esta escritura, con el objeto de subsanar los errores formales de la misma, tales como y no limitado a: la individualización de las Partes y los Créditos Prendados, completar los datos que sean necesarios para el perfeccionamiento de los acuerdos que las Partes han pactado, y cualquier otro de carácter formal que fuere necesario para el debido entendimiento y aplicabilidad de lo acordado por las Partes. Asimismo, podrán concurrir al otorgamiento de toda clase de instrumentos públicos o privados mediante los cuales se modifique el presente Contrato, que puedan requerirse a objeto de reflejar en el mismo cualquier cambio en la persona del Agente de Garantías Local o las Partes Garantizadas, o modificaciones de los Documentos del Financiamiento, entre otros. El Agente de Garantías Local, actuando en representación y en beneficio de las Partes Garantizadas, podrá ejercer este mandato por medio de sus representantes o por medio de quien éstos designen para tales efectos.

/Dieciséis.Dos/ Facultades de los Mandatarios. Se faculta a los mandatarios indicados en la sección precedente para que, en el desempeño de su cometido, puedan requerir, otorgar y firmar toda clase de solicitudes y declaraciones, solicitar inscripciones, anotaciones, cancelaciones y otorgar instrumentos públicos y/o privados para el cumplimiento de los requisitos y formalidades que establezcan las leyes y reglamentos para efectos de reconocer eficacia a este Contrato. Las Partes dejan expresa constancia que este mandato se otorga con el carácter de irrevocable y que tal irrevocabilidad se pacta tanto en interés de los mandantes como de los mandatarios. Este mandato no se extinguirá por la muerte o disolución de ninguno de los mandantes, pues está destinado, en su caso, a ejecutarse también en caso

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de su muerte o disolución, conforme a lo previsto en el artículo dos mil ciento sesenta y nueve del Código Civil.

CLÁUSULA DÉCIMO SÉPTIMA: ALZAMIENTO DE LA PRENDA Y PROHIBICIONES.

El Acreedor Subordinado no podrá reclamar el alzamiento de la prenda y prohibición de que da cuenta este contrato, en todo o en parte, mientras no se haya dado íntegro y total cumplimiento a todas y cada una de las Obligaciones Garantizadas, o bien éstas se hayan extinguido completamente por otra causa de conformidad a la ley. Una vez que se hayan extinguido total e irrevocablemente las Obligaciones Garantizadas, el Agente de Garantías Local, actuando en representación y beneficio de las Partes Garantizadas, estará obligado a alzar la prenda y prohibiciones de que da cuenta este instrumento, dentro del plazo de treinta días corridos contados desde la fecha en que dicho alzamiento hubiere sido requerido por el Acreedor Subordinado.

CLÁUSULA DÉCIMO OCTAVA: AUSENCIA DE MODIFICACIÓN Y NOVACIÓN.

Lo dispuesto en este instrumento no se considerará bajo ninguna circunstancia como modificación, o limitación de los derechos que tengan el Agente de Garantías Local, las Partes Garantizadas, el Deudor o el Acreedor Subordinado en virtud de la ley, de los Documentos del Financiamiento, o de cualquier otro instrumento suscrito en relación con los anteriores, ni constituye bajo ningún concepto una novación de las Obligaciones Garantizadas. En consecuencia, los términos establecidos en los Documentos del Financiamiento prevalecerán sobre lo dispuesto en este instrumento, en todo aquello en que fueran incompatibles o inconsistentes.

CLÁUSULA DÉCIMO NOVENA: NULIDAD E INEFICACIA.

CLÁUSULA VIGÉSIMA: RENUNCIA DE DERECHOS.

Ningún derecho, declaración o beneficio se entenderá renunciado por cualquiera de las Partes salvo que dicha renuncia conste por escrito y sea firmada por la parte renunciante.

CLÁUSULA VIGÉSIMO PRIMERO: DOMICILIO Y COMPETENCIA.

Para todos los efectos legales derivados del presente Contrato, las Partes fijan su domicilio en la ciudad y comuna de Santiago y se someten a la competencia de los tribunales ordinarios de justicia con asiento y competencia en la comuna de Santiago. Esta prenda y prohibiciones se rigen por las leyes y demás disposiciones reglamentarias y de otra índole vigentes en la República de Chile.

CLÁUSULA VIGÉSIMO SEGUNDA: DENOMINACIÓN DE LAS CLÁUSULAS.

Las denominaciones asignadas por las partes comparecientes a las distintas estipulaciones de este contrato han sido establecidas sólo para referencia y facilidad de su lectura, sin afectar el significado o alcance que la Cláusula en su integridad pueda tener distintos que dicha denominación.

N51

CLÁUSULA VIGÉSIMO TERCERA: FACULTAD AL PORTADOR.

PERSONERÍAS:

La personería de los representantes de Mantoverde S.A. consta de escritura pública otorgada con fecha [●] en la Notaría de Santiago de don [●].

La personería de los representantes de [Acreedor Subordinado] consta de escritura pública otorgada con fecha [●] en la Notaría de Santiago de don [●].

Dichas personerías no se insertan por ser conocidas de las Partes y del Notario que autoriza. En comprobante y previa lectura, firman los comparecientes.- Se da copia.- Doy fe.-

p.p Banco de Crédito e Inversiones, por sí; en su calidad de Agente de Garantías Local en representación de las Partes Garantizadas

p.p Mantoverde S.A.

[Acreedor Subordinado]

N52

Sebastián Vivanco Silva

José Ignacio Berner Gómez

N53

ANEXO UNO.DOS

FORMATO DE

ESCRITURA DE DECLARACIÓN

OBLIGACIONES GARANTIZADAS PRENDAS SIN DESPLAZAMIENTO

[DEUDOR]

[●], EN SU CALIDAD DE AGENTE DE GARANTÍAS LOCAL[1]

En Santiago de Chile, a [●], ante mí, [INDIVIDUALIZACIÓN NOTARIO], comparecen:

/Uno/ don [●], [nacionalidad], [estado civil], [profesión u oficio], cédula de identidad número [●] y don [●], [nacionalidad], [estado civil], [profesión u oficio], cédula de identidad número [●], ambos en nombre y representación, según se acreditará, de MANTOVERDE S.A. , una sociedad anónima, debidamente constituida y válidamente existente de conformidad a las leyes de la República de Chile, Rol Único Tributario número setenta y siete millones veinte mil cuatrocientos cincuenta y siete guion siete, todos domiciliados para estos efectos en [●] /en adelante, el “ Deudor ”/; y

/Dos/ don [●], [nacionalidad], [estado civil], [profesión u oficio], cédula de identidad número [●] y don [●], [nacionalidad], [estado civil], [profesión u oficio], cédula de identidad número [●], ambos en nombre y representación, según se acreditará, de BANCO DE CRÉDITO E INVERSIONES , una sociedad anónima bancaria debidamente constituida y válidamente existente de conformidad con las leyes de la República de Chile, Rol Único Tributario número noventa y siete millones seis mil guion seis, todos domiciliados para estos efectos en esta ciudad, Avenida El Golf número ciento veinticinco, comuna de Las Condes, /en adelante, el “ Agente de Garantías Local ”/, quien a su vez actúa por sí y en representación, según se acreditará, de:

/i/ [●], una sociedad constituida y existente de conformidad a las leyes de [●]/en adelante “[●]”/;

/ii/ [●], una sociedad anónima, constituida y existente de conformidad a las leyes de [●] /en adelante “[●]”/; y

/iii/ [●], una sociedad anónima, constituida y existente de conformidad a las leyes de [●] /en adelante “[●]”, y conjuntamente con el Agente de Garantías Local, [●],[●], y aquellas partes que tengan o de tiempo en tiempo pasen a tener la calidad de partes garantizadas o /[Secured Parties], según dicho término se define en el Contrato de Términos Comunes definido más adelante/, las " Partes Garantizadas "; y éstas últimas, conjuntamente con los demás comparecientes a este instrumento, denominados como las “ Partes ”/; los comparecientes mayores de edad, quienes acreditan su identidad con las cédulas mencionadas y exponen:

1 En caso de utilizar una sola Escritura Pública de Declaración para complementar/modificar una serie de contratos de prenda sin desplazamiento; deberán comparecer todos y cada uno de los respectivos constituyentes (por ejemplo, deberán comparecer los accionistas de Mantoverde S.A. en caso de prenda sin desplazamiento sobre acciones de Mantoverde S.A.).

N54

PRIMERO. ANTECEDENTES.

Con el objeto de garantizar el cumplimiento íntegro, efectivo y oportuno por parte del Deudor de todas y cada una de las Obligaciones Garantizadas /según este término se define en cada una de las Garantías, y según este término se define más adelante/ las Partes han suscrito en la forma y de acuerdo al detalle allí indicados, los siguientes contratos de garantía /en adelante las “Garantías”/:

/i/ Contrato de prenda sin desplazamiento, otorgado por escritura pública de fecha [●] en la Notaría de Santiago de don [●] bajo el repertorio número [●], e inscrito en el Registro de Prendas sin Desplazamiento del Servicio de Registro Civil e Identificación con fecha [●], bajo el repertorio número [●].2

SEGUNDO. DECLARACIÓN.

/ Dos.Uno / Mediante el presente acto, las Partes declaran y reconocen que todos y cada uno de los documentos que se adjuntan como Anexo Uno a la presente escritura y se protocolizan conjuntamente con el presente instrumento, bajo el mismo número de repertorio, corresponden a copias fieles de los “ Pagarés ” /según dicho término se define en cada una de las Garantías/, y por lo tanto constituyen “ Obligaciones Garantizadas ” /según dicho término se define en cada una de las Garantías/, dando cumplimiento de esta manera a lo establecido en el artículo tercero número dos del artículo catorce de la ley número veinte mil ciento noventa, que dicta normas sobre prenda sin desplazamiento y su reglamento. En consecuencia, las Partes dejan constancia que las Garantías tienen por objeto garantizar asimismo el cumplimiento íntegro, efectivo y oportuno por parte del Deudor de todas y cada una de sus obligaciones bajo los Pagarés, cuyas copias fieles se adjuntan como Anexo Uno.

/ Dos.Dos / El presente instrumento complementa las Garantías, da por reproducidas todas las disposiciones contenidas en ellas y se entiende formar parte de las mismas para todos los efectos legales y contractuales a que haya lugar, por lo que no modifica las disposiciones de las Garantías.

/ Dos.Tres / Como consecuencia de lo anterior, el Deudor declara que las Obligaciones Garantizadas /según dicho término se define en cada una de las Garantías/ incluyen, a contar de la fecha de otorgamiento de cada una de las Garantías, las obligaciones de pago del Deudor a favor del Agente de Garantías Local, o la entidad que lo reemplace o suceda en dicha calidad, actuando en representación y beneficio de las Partes Garantizadas, las cuales se individualizan en los Pagarés, cuyas copias fieles se adjuntan como Anexo Uno, por los montos y condiciones que en dichos instrumentos se indican, entendiéndose para todos los efectos legales y contractuales a que haya lugar que las obligaciones de pago que emanan de los Pagarés constituyen Obligaciones Garantizadas bajo las Garantías y que los beneficiarios de dichos documentos constituyen Partes Garantizadas.

TERCERO. ACEPTACIÓN DEL AGENTE DE GARANTÍAS LOCAL.

En el presente acto, el Agente de Garantías Local, debidamente representado en la forma indicada en la comparecencia y en representación de las Partes Garantizadas, viene en aceptar la inclusión de las obligaciones del Deudor emanadas de los Pagarés como Obligaciones Garantizadas.

CUARTO. PODER.

Se faculta al portador de copia autorizada de la presente escritura para requerir y firmar las anotaciones, inscripciones y subinscripciones que sean pertinentes.

2 Individualizar todas las prendas sin desplazamiento otorgadas a la fecha de la escritura de declaración.

N55

QUINTO. GASTOS Y MANDATO.

/ Cinco.Uno / Gastos. Los gastos, impuestos, derechos notariales y de registro, como asimismo, cualquier desembolso de cualquier naturaleza que esté relacionado con el otorgamiento o registro de este instrumento, así como aquellos derivados de escrituras públicas complementarias que pueda ser necesario otorgar en orden a clarificar, rectificar o modificar el presente instrumento, y todos aquellos correspondientes al alzamiento en su oportunidad de la prenda de que da cuenta el presente instrumento, serán de cargo del Deudor.

/ Cinco.Dos / Mandato. Los comparecientes de esta escritura otorgan poder irrevocable al Agente de Garantías Local, actuando en representación y en beneficio de las Partes Garantizadas, para que actuando conjuntamente con uno cualquiera de los señores [●], [●] y [●], puedan realizar las modificaciones, rectificaciones o aclaraciones que sean necesarias realizar al presente contrato, pudiendo suscribir las escrituras públicas o instrumentos privados que se requieran.

SEXTO. DEFINICIONES.

Para todos los efectos de esta declaración, las palabras con mayúsculas tendrán el mismo significado que se les asigna en las Garantías, a menos que en este documento se les asigne un significado distinto.

PERSONERÍAS.

SCHEDULE O LIST OF MORTGAGES

(a) the Onshore Mortgage over Real Estate;
(b) the Onshore Mortgage over Mining Rights; and
(c) the Onshore Mortgage over Water Rights.

Mantoverde S.A.: Common Terms Agreement

SCHEDULE P COMPLETION TEST AND COMPLETION CERTIFICATES

The Completion Certificates may be delivered together or separately in any order and at any time and from time to time; provided that the certificate required by Appendix 6 shall be dated as of a date not earlier than the latest of the dates of the certificates required by Appendix 1, 2, 3, 4, 5, and 7; provided further that if the certificate required by Appendix 6 is dated a date more than 365 days following the latest of the dates of the certificates required by Appendix 1, 2, 3, 4, 5 and 7, the Borrower shall certify to Senior Lenders in the the Legal and Financial Certificate that there has been no material adverse change to the Project’s Physical Facilities (as defined in Appendix 4) and that the Project was operated since the date of the latest of the certificates required by Appendix 1, 2, 3, 4, 5 and 7, and continues to be operated, in accordance with Good Industry Practice. In the event that the Independent Technical Consultant has been replaced by the Borrower in accordance with Section 14.1 of the Common Terms Agreement, prior to the delivery of the Production Certificate and the Efficiency Certificate, the appointment as Independent Technical Consultant of the replacement consulting engineering firm verifying such certificates shall have become effective prior to the commencement of the Completion Test Period, referred to in such certificates.

In preparing the Completion Certificates, the Borrower will conduct the required sampling and measurement procedures in accordance with standard international mining practices including with respect to time periods thereof and will conduct all assaying in accordance with standard market practices which time periods and procedures shall be approved in advance by the Independent Technical Consultant. All weight measures referred to in the Completion Certificates will be on a dry basis. Measurement of moisture content will be made to adjust the weightometer and other records to a dry basis. Mining measurement will be on a survey basis.

1/ Production Certificate

The Production Certificate will be issued upon satisfactory completion by the Borrower of the following tests during the Completion Test Period (90 days):

Mining Test

i. the Borrower’s cumulative quantity in dmt of ore and waste extracted from the mine, as measured based on daily haul truck dispatch records, was not less than 90% of the quantity for the Completion Test Period as determined by reference to Appendix A (attached hereto).
ii. there was a period of fifteen (15) consecutive Operating Days during which the average of the Borrower’s ore and waste extracted from the mine in dmt per day, as measured based on daily haul truck dispatch records, over the course of the fifteen (15) consecutive Operating Day period was not less than 100% of the required quantity for the period as determined by reference to Appendix A.

Processing Plant Test

iii. Plant feed was not less than 2,575,800 dmt (Note – this is 90% of 31,800 dmt per day for 90 days) as measured by the weightometers installed on the feed conveyor to the SAG mill and adjusted to dry basis.
iv. There was a period of fifteen (15) consecutive Operating Days during which plant feed was not less than 477,000 dmt as measured by the weightometers installed on the feed conveyor to the SAG mill and adjusted to dry basis.

Head Grade Test

v. The average copper grade of all the plant feed processed by the concentrator during the Completion Test Period was not less than 90% of the copper grade expected in the Block Model during the Completion Test Period.

Recovery Test

vi. The weighted average daily recovery rate for the copper contained in plant ore feed was not less than 92.5% of the expected copper recovery rate for the actual head grades milled during the Completion Test Period determined by applying the copper recovery formula as determined by reference to Appendix B (attached hereto).

Metal Production Test

vii. The actual copper and gold in concentrate production was not less than 92.5% of the forecast copper and was not less than 70% of the forecast gold in concentrate production over the Completion Test Period.

Desalination Plant Test

At any time during the Completion Test Period:

i. The average flow of desalinised water delivered to the mine from the desalinization plant was no less than 324 litre/second over a fifteen (15) day period.

The Borrower shall establish reasonable and customary recording and reporting arrangements consistent with reasonable and customary international mining practices as agreed to prior to the Completion Test Period between the Independent Technical Consultant and the Borrower, including the Borrower’s methodology for metals accounting, to apply to the tests described above (collectively, the “ Testing Methodology ”). Each of the tests described above shall be retrospective in nature. Such tests may be commenced at any time at the Borrower’s sole discretion, provided that they shall be (i) subject to the Testing Methodology; and (ii) completed simultaneously with the tests referred to under the Efficiency Certificate. The Borrower shall inform the Independent Technical Consultant within forty-five (45) days following what the Borrower deems to be the successful completion of each test, and provide the Independent Technical Consultant with the reasonable and customary documentation in support of each such test on or before the end of the forty-five (45) day period.

2/ Marketing Certificate

Marketing Test

i. At least two shipments each of at least 5,000 dry tonnes of copper concentrates to customers under its concentrate sales contracts.
ii. The copper concentrates produced during the Completion Test Period are of acceptable quality under each of the sales contracts and contained a minimum of 24% copper. If copper concentrate delivered is under 26% copper content and 4.2 g/t gold, a formal and anticipated client approval accepting this material must exist.
iii. The copper concentrates for which final invoices were issued during the Completion Test Period were subject to penalties that did not exceed 3% of the gross revenue from any payable copper (for greater certainty, calculated before any deductions).
iv. All of the long-term offtakers of copper concentrate have accepted a shipment.

Ship loading Test

i. The ship loading facilities at the port used by the Borrower operated at an average rate of not less than 500 tonnes per hour in respect of at least 2 shipments during a period of sixty (60) consecutive Operating Days. Total tonnages were measured using the weightometer on the ship loader, with loading times measured by logging the times at which loading commenced and was completed in respect of each shipment.
ii. Facilities have been obtained for storage of up to 20,000 tonnes at the ship loading facility before commencing the Completion Test Period

3/ Efficiency Certificate

Efficiency Test

i. The weighted average of the percentages referred to in clauses (a) through (l) below did not exceed 110%. The relevant percentages and weights are:
a) The average size of the mining workforce as a percentage of the applicable quantity for the Completion Test Period as determined by reference to Appendix C (attached hereto). Weight 11.0%.
b) Mining Fleet diesel consumption per dmt of material mined during the Completion Test Period as a percentage of the applicable quantity in litres per tonne per km for the Completion Test Period as determined by reference to Appendix C (attached hereto). Weight 12.0%.
c) Explosives consumption per tonne of material mined during the Completion Test Period as a percentage of the applicable quantity in kg per tonne mined for the Completion Test Period as determined by reference to Appendix C (attached hereto). Weight 7.0%.
d) The actual cash costs of tires and spares per tonne of material mined for the Completion Test Period as a percentage of the applicable quantity in US dollars per tonne mined for the Completion Test Period as determined by reference to Appendix C (attached hereto). Weight 28.0%.
e) The average of the plant labour costs in US dollars as a percentage of the applicable quantity for the Completion Test Period as determined by reference to Appendix C (attached hereto). Weight 2.0%.
f) Power consumption per tonne material processed during the Completion Test Period as a percentage of the applicable quantity in KWh per tonne processed for the Completion Test Period as determined by reference to Appendix C (attached hereto). Weight 14.0%.
g) Grinding media consumption per tonne processed during the Completion Test Period as a percentage of the applicable quantity in kg per tonne processed for the Completion Test Period as determined by reference to Appendix C (attached hereto). Weight 7.0%.
h) Consumption of mill liners per tonne processed during the Completion Test Period as a percentage of the applicable quantity in g per tonne processed for the Completion Test Period as determined by reference to Appendix C (attached hereto). Weight 2.4%.
i) Consumption of lime in the processing plant per tonne processed during the Completion Test Period as a percentage of the applicable quantity in kg per tonne processed for the

Completion Test Period as determined by reference to Appendix C (attached hereto). Weight 1.0%.

j) Consumption of reagents in the processing plant per tonne processed during the Completion Test Period as a percentage of the applicable quantity in g per tonne processed for the Completion Test Period as determined by reference to Appendix C (attached hereto). Weight 1.3%.
k) The actual variable costs per tonne processed for the Completion Test Period as a percentage of the applicable quantity in US dollars per tonne processed for the Completion Test Period as determined by reference to Appendix C (attached hereto). Weight 0.3%.
l) The actual other fixed costs per tonne processed for the Completion Test Period as a percentage of the applicable quantity in US dollars per tonne processed for the Completion Test Period as determined by reference to Appendix C (attached hereto). Weight 14.0%.

4/ Physical Facilities Certificate. (including a Critical Spares list)

The critical spares list is appended as Annex B to Appendix 4.

5/ Environmental & Social Certificate

The test is as set out in the certificate.

6/ Insurance Certificate

The test is as set out in the certificate.

7/ Legal & Financial Certificate

The test is as set out in the certificate.

In this Schedule P, the following terms shall have the following meanings:

Dmt means dry metric tonne;

Operating Days means calendar days;

Ore means mineralised material to be processed in the sulphide processing plant;

SAG mill means Semi-Autogenous Grinding mill.

Appendix A

Period Start Date	01-Jul-23	01-Oct-23	01-Jan-24	01-Apr-24	01-Jul-24	01-Oct-24	01-Jan-25	01-Apr-25
Period End Date	30-Sep-23	31-Dec-23	31-Mar-24	30-Jun-24	30-Sep-24	31-Dec-24	31-Mar-25	30-Jun-25
Fiscal Quarter	Q3-2023	Q4-2023	Q1-2024	Q2-2024	Q3-2024	Q4-2024	Q1-2025	Q2-2025
Financial Year	2023	2023	2024	2024	2024	2024	2025	2025
Total Rock Mined (kt)	29,994	28,393	34,408	32,034	29,208	25,932	28,981	30,363

Appendix A should be provided – a single amount for each quarter representing the combined total amount of ore (sulphide + oxide [heap + dump]) and waste moved from the mine.

Appendix B

ORE TYPE	Rec CuT Flot (%)	Recovery formulas
	Expected During LOM
UG1	91.04	Rec_Cu_Global = 0.97 * 95.25 * (1 - e-10.83 * Cu)
UG2	90.82	Rec_Cu_Global = 0.97 * 94.83* (1 - e-9.83 * Cu)
UG3	90.84	Rec_Cu_Global = 0.97 * 96.25 * (1 - e-15.12* Cu)
UG4	90.74	Rec_Cu_Global = 0.97 * 94.85 * (1 - e-12.14 * Cu)
UG5	94.18	Rec_Cu_Global = 0.97 * 95.85 * (1 - e-11.16 * Cu)
UG6	93.16	Rec_Cu_Global = 0.97 * 95.16 * (1 - e-10.28 * Cu)
UG7	93.90	Rec_Cu_Global = 0.97 * 98.17 * (1 - e-9.16 * Cu)
UG8	93.59	Rec_Cu_Global = 0.97 * 97.88 * (1 - e-11.36 * Cu)
UG9	73.84	Rec_Cu_Global = 0.97 * 81.51 * (1 - e-6.41 * Cu)
UG10	72.31	Rec_Cu_Global = 0.97 * 89.32 * (1 - e-5.49 * Cu)

Appendix C

The following table is accurate as at 28 January 2021. The Borrower shall update the table as soon as reasonably practicable after the date of this Agreement:

Paragraph reference in Production Certificate	Test	Units	Weight	Designated Value	Designated Value	Designated Value	Designated Value
				2023		2024
				Q3	Q4	Q1	Q2
EfficiencyTest
	Mine Labour	#	11,0%	525	525	525	525
	Diesel Usage Rate	lt/t/km	12,0%	0,12	0,12	0,12	0,12
	Explosives Usage Rate	Kg/t	7,0%	0,23	0,23	0,23	0,23
	tires&spares	US$/t	28,0%	0,42	0,42	0,42	0,42
	Plant Labour Costs	KUS$	2,0%	1.199	1.199	1.199	1.199
	Power Usage Rate	KWh/t	14,0%	32,90	32,90	32,90	32,90
	Grinding media usage rate	Kg/t	7,0%	1,20	1,20	1,20	1,20
	Liners usage rate	g/t	2,4%	119,10	119,10	119,10	119,10
	Lime usage rate	Kg/t	1,0%	1,00	1,00	1,00	1,00
	Reagents usage rate	g/t	1,3%	81,22	81,22	81,22	81,22
	Variable cost rate	US$/t	0,3%	0,1	0,1	0,1	0,1
	Other fixed costs	US$/t	14,0%	6,9	6,9	6,9	6,9

100,0%

APPENDIX 1 FORM OF PRODUCTION CERTIFICATE

This is the certificate referred to in Schedule P of the Common Terms Agreement, dated as of [ ] between the Borrower, the Administrative Agent (on behalf of the Senior Lenders), the Documentation Agent, the Environmental and Social Agent, the Technical Agent, the Insurance Agent, the Offshore Collateral Agent, the Onshore Collateral Agent, the Intercreditor Agent, the Facility Agents, Mandated Lead Arrangers, Permitted Hedging Providers and the Senior Lenders and certain other parties from time to time, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time (the “ Common Terms Agreement ”).

Capitalised terms used in this Certificate, except as otherwise defined in this Certificate, shall have the meanings assigned to them in the Common Terms Agreement

I , [Name of Senior Officer] , [ title of Senior Officer ] of the Borrower, certify that:

(A) Attached to this Certificate as Annex A are copies of operating records and other data and documentation relating to the mine operations at the Project during the Completion Test Period. Such documentation accurately reflects, in all material respects, the mining operations at the Project during the Completion Test Period, and demonstrates compliance with the certifications detailed in clauses 1 to 6 below.
(B) For purposes of this Certificate the “ Completion Test Period ” shall mean a period of ninety (90) consecutive calendar days, which began on [start date] and corresponds to the same time period referred to in the Efficiency Certificate.
(C) For purposes of this Certificate the “ Approved Mine Plan ” shall mean the then-current Annual Operating Budget and Forecast Report, which shall be consistent in all material respects with the then-current Life of Mine Plan.
(D) As of the date of this Certificate:

1. Mining Tests

(a) The Borrower’s cumulative quantity in dmt of ore and waste extracted from the mine, as measured based on daily haul truck dispatch records, was not less than 90% of the quantity for the Completion Test Period as determined by reference to Appendix A (attached to Schedule P of the Common Terms Agreement).
(b) There was a period of fifteen (15) consecutive Operating Days during which the average of the Borrower’s ore and waste extracted from the mine in dmt per day, as measured based on daily haul truck dispatch records, over the course of the fifteen (15) consecutive Operating Day period was not less than 100% of the required quantity for the period as determined by reference to Appendix A (attached to Schedule P of the Common Terms Agreement).

2. Processing Plant Tests

(a) The plant feed was not less than 2,575,800 dmt (Note – this is 90% of 31,800 dmt per day for 90 days) as measured by the weightometers installed on the feed conveyor to the SAG mill and adjusted to dry basis.
(b) There was a period of fifteen (15) consecutive Operating Days during which plant feed was not less than 477,000 dmt as measured by the weightometers installed on the feed conveyor to the SAG mill and adjusted to dry basis.

Mantoverde S.A. Completion Certificates

3. Head Grade Test

The average copper grade of all the plant feed processed by the concentrator during the Completion Test Period was not less than 90% of the copper grade expected in the block model during the Completion Test Period.

4. Recovery Test

The weighted average daily recovery rate for the copper contained in plant ore feed was not less than 92.5% of the expected copper recovery rate for the actual head grades milled during the Completion Test Period determined by applying the copper recovery formula as determined by reference to Appendix B (attached to Schedule P of the Common Terms Agreement).

5. Metal Production Test

The actual copper and gold in concentrate production was not less than 92.5% of the forecast copper and was not less than 70% of the forecast gold in concentrate production over the Completion Test Period.

6. Desalination Plant Test

At any time during the Completion Test Period the average flow of desalinised water delivered to the mine from the desalinization plant was no less than 324 litre/second over a fifteen (15) day period.

IN WITNESS OF, the undersigned, on behalf of the Borrower, has caused this Certificate to be duly executed.

Dated: [ ]

MANTOVERDE S.A.

By: _______ Name: Title: [ Title of Senior Officer ]

Mantoverde S.A. Completion Certificates

P10

We, [ Name of Independent Technical Consultant ], a [  ] organised under the laws of [  ] , have performed such inspections, observations, analyses and other procedures which we have, in our reasonable judgement, deemed necessary for purposes of this Certificate. Such procedures, and the names of our employees or agents who performed them, are described in Annex B to this Certificate. Without limiting the generality of the foregoing, between the dates of [  ] and [  ] , [names of employees or agents] , [titles] , were present at the Project site, and observed operations of the Project during such time. Such observations were those we, in our reasonable judgment, deemed necessary for the purpose of delivering this Certificate. Based on such procedures and following consultation with the Technical Agent, we certify that we have no reason to believe that each of the certifications of the Borrower detailed in the certificate above are not true and correct in all material respects as of the date of this Certificate.

IN WITNESS OF, [Name of Senior Officer of [Name of Independent Technical Consultant] has caused this Certificate to be duly executed.

Dated:

[Name of Independent Technical Consultant]

By: ____ [Name] Title: [ Title of Senior Officer ]

Mantoverde S.A. Completion Certificates

P11

Annex A to Production Certificate

[ATTACH COPIES OF RELEVANT OPERATING RECORDS AND OTHER DATA AND DOCUMENTATION RELATING TO THE MINE OPERATIONS AT THE PROJECT DURING THE PERIODS REFERRED TO IN CLAUSE (C) OF THIS CERTIFICATE AND TO INCLUDE VARIOUS MINE PLAN SPECIFICATIONS]

[INSERT TABLE OF SPECIFIC PERFORMANCE PARAMETERS REFERRED TO IN THE CERTIFICATE]

Mantoverde S.A. Completion Certificates

P12

Annex B to Production Certificate

[ATTACH INDEPENDENT TECHNICAL CONSULTANT DESCRIPTION OF PROCEDURES FOLLOWED, AND NAMES OF INDEPENDENT TECHNICAL CONSULTANT EMPLOYEES INVOLVED, IN UNDERTAKING THE INSPECTIONS AND OBSERVATIONS REFERRED TO IN THE INDEPENDENT TECHNICAL CONSULTANT CERTIFICATION]

Mantoverde S.A. Completion Certificates

P13

APPENDIX 2 FORM OF MARKETING CERTIFICATE

Capitalised terms used in this Certificate, except as otherwise defined in this Certificate, shall have the meanings assigned to them in the Common Terms Agreement.

For purposes of this Certificate the “ Completion Test Period ” shall mean a period of [ninety (90)] consecutive calendar days which began on [ start date ].

I, [Name of Senior Officer], [ title of Senior Officer ] of the Borrower, certify that, as of the date of this Certificate:

1. Marketing Test

(a) The Borrower has at least two shipments each of at least 5,000 dry tonnes of copper concentrates to customers under its concentrate sales contracts.
(b) The copper concentrates produced during the Completion Test Period are of acceptable quality under each of the sales contracts and contained a minimum of 24% copper. If copper concentrate delivered is under 26% copper content and 4.2 g/t gold, a formal and anticipated client approval accepting this material must exist.
(c) The copper concentrates for which final invoices were issued during the Completion Test Period were subject to penalties that did not exceed 3% of the gross revenue from any payable copper (for greater certainty, calculated before any deductions).
(d) All Offtake Contracts have received and accepted a shipment.

2. Ship Loading Test

(a) The ship loading facilities at the port used by the Borrower operated at an average rate of not less than 500 tonnes per hour in respect of at least 2 shipments during a period of sixty (60) consecutive Operating Days. Total tonnages were measured using the weightometer on the ship loader, with loading times measured by logging the times at which loading commenced and was completed in respect of each shipment.
(b) Facilities have been obtained for storage of up to 20,000 tonnes at the ship loading facility before commencing the Completion Test Period.

The Offtakes Contracts, bills of lading and assay reports are set out in Annexes A and B of this Certificate.

IN WITNESS OF, the undersigned, on behalf of the Borrower, has caused this Certificate to be duly executed.

Dated: [ ]

MANTOVERDE S.A.

Mantoverde S.A. Completion Certificates

P14

By: Name: Title: [ Title of Senior Officer ]

Mantoverde S.A. Completion Certificates

P15

[We, [ Name of Independent Technical Consultant ], a [  ] organised under the laws of [  ] , have performed such inspections, observations, analyses and other procedures which we have, in our reasonable judgement, deemed necessary for purposes of this Certificate. Based on such procedures and following consultation with the Technical Agent, we certify that we have no reason to believe that each of the certifications of the Borrower detailed in the certificate above are not true and correct in all material respects as of the date of this Certificate.

IN WITNESS OF, [Name of Senior Officer of [Name of Independent Technical Consultant] has caused this Certificate to be duly executed.

Dated:

[Name of Independent Technical Consultant]

By: ____ [Name] Title: [ Title of Senior Officer ]]

Mantoverde S.A. Completion Certificates

P16

Annex A to Marketing Certificate

OFFTAKE AGREEMENTS AND BILLS OF LADING

Mantoverde S.A. Completion Certificates

P17

Annex B to Marketing Certificate ASSAY REPORTS

Mantoverde S.A. Completion Certificates

P18

APPENDIX 3 FORM OF EFFICIENCY CERTIFICATE

Capitalised terms used in this Certificate, except as otherwise defined in this Certificate, shall have the meanings assigned to them in the Common Terms Agreement.

I, [Name of Senior Officer], [title of Senior Officer] of the Borrower, certify that:

Attached to this Certificate as Annex A are copies of operating records and other documentation relating to production and operation of the Project during the period referred to as the Completion Test Period. Such documentation accurately reflects, in all material respects, the production and operation of the Project during the period to which it relates.
For purposes of this Certificate, the “ Completion Test Period ” began on [start date] and ended on [date] , and such period corresponds to the same time period referred to in the Production Certificate.
Based on and subject to the foregoing, during the Completion Test Period:

The weighted average of the percentages referred to in clauses (a) through (l) below did not exceed 110%. The relevant percentages and weights are:

(a) The average size of the mining workforce as a percentage of the applicable quantity for the Completion Test Period as determined by reference to Annex C (attached to this Certificate). Weight 11.0%.
(b) Mining Fleet diesel consumption per dmt of material mined during the Completion Test Period as a percentage of the applicable quantity in litres per tonne per km for the Completion Test Period as determined by reference to Annex C (attached to this Certificate). Weight 12.0%.
(c) Explosives consumption per tonne of material mined during the Completion Test Period as a percentage of the applicable quantity in kg per tonne mined for the Completion Test Period as determined by reference to Annex C (attached to this Certificate). Weight 7.0%.
(d) The actual cash costs of tires and spares per tonne of material mined for the Completion Test Period as a percentage of the applicable quantity in US dollars per tonne mined for the Completion Test Period as determined by reference to Annex C (attached to this Certificate). Weight 28.0%.
(e) The average of the plant labour costs in US dollars as a percentage of the applicable quantity for the Completion Test Period as determined by reference to Annex C (attached to this Certificate). Weight 2.0%.

Mantoverde S.A. Completion Certificates

P19

(f) Power consumption per tonne material processed during the Completion Test Period as a percentage of the applicable quantity in KWh per tonne processed for the Completion Test Period as determined by reference to Annex C (attached to this Certificate). Weight 14.0%.
(g) Grinding media consumption per tonne processed during the Completion Test Period as a percentage of the applicable quantity in kg per tonne processed for the Completion Test Period as determined by reference to Annex C (attached to this Certificate). Weight 7.0%.
(h) Consumption of mill liners per tonne processed during the Completion Test Period as a percentage of the applicable quantity in g per tonne processed for the Completion Test Period as determined by reference to Annex C (attached to this Certificate). Weight 2.4%.
(i) Consumption of lime in the processing plant per tonne processed during the Completion Test Period as a percentage of the applicable quantity in kg per tonne processed for the Completion Test Period as determined by reference to Annex C (attached to this Certificate). Weight 1.0%.
(j) Consumption of reagents in the processing plant per tonne processed during the Completion Test Period as a percentage of the applicable quantity in g per tonne processed for the Completion Test Period as determined by reference to Annex C (attached to this Certificate). Weight 1.3%.
(k) The actual variable costs per tonne processed for the Completion Test Period as a percentage of the applicable quantity in US dollars per tonne processed for the Completion Test Period as determined by reference to Annex C (attached to this Certificate). Weight 0.3%.
(l) The actual other fixed costs per tonne processed for the Completion Test Period as a percentage of the applicable quantity in US dollars per tonne processed for the Completion Test Period as determined by reference to Annex C (attached to this Certificate). Weight 14.0%.

IN WITNESS OF, the undersigned, on behalf of the Borrower, has caused this Certificate to be duly executed.

Dated: [ ]

MANTOVERDE S.A.

By: Name: Title: [ Title of Senior Officer ]

Mantoverde S.A. Completion Certificates

P20

We, [ Name of Independent Technical Consultant ], a [  ] organised under the laws of [  ], have performed such inspections, observations, analyses and other procedures which we have, in our reasonable judgment, deemed necessary for purposes of this Certificate. Such procedures, and the names of our employees or agents who performed them, are described in Annex B to this Certificate. Without limiting the generality of the foregoing, between the dates of [  ] and [  ] , [names of employees or agents] , [titles] , were present at the Project site, and observed operations of the Project during such time. Such observations were those we, in our reasonable judgment, deemed necessary for the purpose of delivering this Certificate. Based on such procedures and following consultation with the Technical Agent, we certify that we have no reason to believe that each of the certifications of the Borrower detailed in the certificate above are not true and correct in all material respects as of the date of this Certificate.

IN WITNESS OF, [Name of Senior Officer of [Name of Independent Technical Consultant] has caused this Certificate to be duly executed.

Dated: [ ]

[Name of Independent Technical Consultant]

By: ____ [Name] Title: [ Title of Senior Officer ]

Mantoverde S.A. Completion Certificates

P21

Annex A to Efficiency Certificate

[FURTHER TO PARAGRAPH (1) OF THIS CERTIFICATE, ATTACH COPIES OF OPERATING RECORDS AND OTHER DOCUMENTATION RELATING TO PRODUCTION AND OPERATION OF THE PROJECT DURING THE PERIOD REFERRED TO IN PARAGRAPH (2) OF THIS CERTIFICATE]

Mantoverde S.A. Completion Certificates

P22

Annex B to Efficiency Certificate

Procedures, and Names of Independent Technical Consultant Employees

P23

Annex C to Efficiency Certificate

Percentage and weight calculations and back-up calculations

[The Borrower to provide as soon as reasonably practicable after the date of this Agreement.]

P24

APPENDIX 4 FORM OF PHYSICAL FACILITIES CERTIFICATE

Capitalised terms used in this Certificate, except as otherwise defined in this Certificate, shall have the meanings assigned to them in the Common Terms Agreement.

I , [Name of Senior Officer] , [ title of Senior Officer ] of the Borrower, certify that:

(A) Between the dates of [  ] and [  ] , [names of employees or agents] , [titles] , inspected the equipment and physical facilities of the Project. We have considered whether, in our reasonable judgment, the equipment and physical facilities described in Annex A (“ Physical Facilities ”) have been installed and have become operational, in each case at the time of such inspection. Our work involved inspection of equipment and facilities, including operation, only to the extent necessary to identify such equipment and facilities and the attributes of such equipment and facilities, if any, referred to in Annex A and to conclude whether such equipment and facilities have become operational. Such inspections and observations were those we, in our reasonable judgment, deemed necessary for the purposes of delivering this Certificate.
(B) We have noted in the analysis attached to this Certificate as Annex A, a description of the equipment which we identified as meeting the requirements for the [ relevant agreement/plan], together with a reasonably sufficient description for the purposes of such identification. The equipment measures and amounts stated in Annex A represent approximate figures and actual measures and amounts may vary depending upon various factors, including actual characteristics of available equipment. Where measures and amounts relating to the actual equipment installed are approximately those detailed in the [relevant agreement/plan] , we have deemed the installed equipment to be substantially the same as that described in [ relevant agreement/plan] and have stated the relevant amount or measure in the description included in Annex A.
(C) Based on and subject to the foregoing, as of the date of this Certificate, equipment and physical facilities of the Project substantially the same as the Physical Facilities have been developed and built in accordance with the Construction Plan, Budget and Schedule and the Project Documents, are materially complete and have become operational and have achieved design capacity.
(D) As of the date of this Certificate, (i) the Borrower has delivered all relevant taking-over certificates for the Physical Facilities under, and has accepted all works performed by, the contracts or subcontracts for the delivery, construction or installation of each such facility, to the relevant contractor or sub-contractor, in accordance with the contracts or sub-contracts for the delivery, construction or installation of each such facility and, and (ii) all invoices for construction of the Project (but solely as they relate to the Physical Facilities described in Annex A) have been paid or have accrued to the extent required as of the date of this Certificate in respect of such contracts and sub-contracts (save for those which are being disputed in good faith) and the Borrower has available the funds necessary to make any remaining payments under such contracts and sub-contracts (but solely as they relate to the Physical Facilities described in Annex A) as and when they become due.

P25

(E) As of the date of this Certificate, all necessary operating manuals, maintenance procedures and other relevant documentation requested by the Borrower, Independent Technical Consultant or the Technical Agent (on behalf of the Senior Lenders) have been received by the Borrower from relevant counterparties to the Project Documents.
(F) As of the date of this Certificate, the items and quantities of mill consumables and capital spares inventory detailed in Annex A of this Certificate are either on hand at the facilities of the Project in Chile to ensure continuous operation of the Project for thirty (30) days or the Borrower has entered into arrangements to procure such items in the quantities detailed in Annex A, and such arrangements shall have been made pursuant to an established procurement system that will provide spares in a sound and efficient manner to ensure continuous operation of the Project such that such spares can be expected to be on hand at the Project’s facilities within twenty (20) days of request by the Borrower. As of the date of this Certificate, the items and quantities of consumables detailed in Annex A are either on hand at the facilities of the Project in Chile or have been purchased by the Borrower.
(G) The Borrower has recruited and employed adequate staff to ensure safe and continuous operation of the Project.
(H) As of the date of this Certificate, the Borrower has delivered to each Senior Lender, the ECA Agent (for and on behalf of the ECA Guarantor) the Independent Technical Consultant and the Technical Agent, all relevant construction and review reports relating to the Project confirming to the reasonable satisfaction of the Independent Technical Consultant and the Technical Agent (on behalf of the Senior Lenders and the ECA Guarantor) that:
(i) the design and construction of the tailings storage facilities is suitable in all material respects for long-term operation of the tailings storage facilities for its intended purpose; and
(ii) no weaknesses have been identified that would reasonably be expected to have a material adverse effect on the integrity of the tailings storage facilities, successful operation of the tailings storage facilities for its intended purpose, compliance with Applicable Laws or the operations of the tailings storage facilities in accordance with Good Industry Practice.
(I) The Borrower has either (i) executed the Power Supply Agreements or (ii) provided evidence satisfactory to the Independent Technical Consultant and the Technical Agent that the Borrower has entered into alternative long-term power supply arrangements that provide access to power supply from the commercial grid.

IN WITNESS OF, the undersigned, on behalf of the Borrower, has caused this Certificate to be duly executed.

Dated: [ ]

MANTOVERDE S.A.

By:

_______ Name:

Title: [ Title of Senior Officer ]

P26

IN WITNESS OF, [Name of senior officer of Independent Technical Consultant] has caused this Certificate to be duly executed.

Dated: [ ]

[Name of Independent Technical Consultant]

By: _______ Name Title: [ Title of Senior Officer ]

P27

Annex A

to Physical Facilities Certificate

The physical facilities of the Project will consist of the following facilities, plant and equipment or their functional equivalents to mine and process [copper concentrate / technical description] according to the Construction Plan, Budget and Schedule and any other facilities as agreed between the Borrower and the Independent Technical Consultant.

[ See attached list of Physical Facilities ]

P28

PHYSICAL FACILITIES REQUIRED FOR COMPLETION

Mine: open pit mine with approximately 101 million tonnes of waste and overburden removed.

At the end of year 2023 the Waste Stripping of the Sulphides Phases is planned to be 101.4 Mton from Manto Ruso (MR) and Mantoverde 01 (MV01) phases as follow.

	Total
MR	45,345,831
MV01	56,080,398
Total	101,426,228

Mine Equipment: (Operating at the end of year 2023):

Electric drills:

2 Blasthole Drills CAT MD6640 (Electric)

Diesel drills, approximately 528 kN pulldown.

2 Blasthole Drills CAT MD6380 (Diesel)

3 Blasthole Drills CAT MD6240 (Diesel) Current
1 Blasthole Drill DMM2 (Diesel) Current

2 Blasthole Drills DM 50 (Diesel) Current

3 electric rope shovels (with 47 m3 dippers) or such number and size of equipment required to handle approximately the same tonnage.

3 Electric Rope Shovels P&H 4100 XPC-90

2 hydraulic shovels or such number and size of equipment required to handle some tonnage while rope shovels are available.

2 Hydraulic Shovels PC5500 - Rented

37 haulage trucks of approximately 240 ton capacity or such number and size of equipment required to handle approximately the same tonnage.

37 Mining Trucks KOM 830E 240Ton

Front-end loaders, approximately 21.4 m3 capacity or such number and size of equipment required to handle approximately the same tonnage.

2 Wheel Loader Cat 994K HL

1 Wheel Loader Cat 994F Current

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3 Wheel Loader Cat 992 Current

Ancillary support equipment (bulldozers, wheel dozers, graders, water trucks).

  - 2 Bulldozer CAT D10T

  - 6 Bulldozer CAT D10 Current

  - 3 Wheeldozer CAT 834K Current

  - 1 Wheeldozer CAT 854K

  - 1 Motor Grader CAT 16

  - 1 Motor Grader CAT 16M Current

  - 1 Water Truck CAT 773 50m3 Current

  - 1 Water Truck CAT 777 80m3 Current

  - 1 Water Truck CAT 777 30m3 (bishofite) Current

  - 1 Excavator CAT 390 Current

  - 1 Excavator CAT 320 Current

  - 1 Excavator CAT 320 (with hammer) Current

Process Plant:
a. 1 gyratory primary crusher with 31,800 tpd capacity, approximately 54 inches by 75 inches with rock breaker.
b. 1 crusher discharge conveyor, with capacity matched to primary crusher.
c. 1 coarse ore conveyor, with capacity matched to primary crusher.
d. Coarse ore concentrator stockpile, live capacity of approximately 16,500 tonnes; total capacity approximately 60,000 tonnes.
e. Ore reclaim system for the coarse ore concentrator stockpile consisting of (2) apron feeders for loading of (1) SAG mill feed conveyor lines.
f. One (1) SAG mill feed conveyor.
g. One (1) Grinding line (with 1 SAG mill, 1 ball mills, and no pebble crushers) with total throughput capacity of approximately 31,800 tonnes/day.
h. Copper flotation plant with throughput capacity of approximately 31,800 tonnes/day,

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including seven (7) roughers mechanical cells of 300 m3 and five (5) cleaner-scavenger mechanical cells 130 m3 each. Staged flotation reactors, and (1) regrinding mill, followed by cleaner circuits with two stages performed in column flotation cells, then final concentrate is conveyed to concentrate thickening and filtering process, filtered concentrate is stored in a closed storage building

i. Tailing dewatering is provided by an in-plant thickener of 55 m diameter, thickened tailing are transported to tailing facility zone, and recovered water is returned to the plant.
j. Thickened Tailings disposal system formed by one classification system to get fine and coarse material and a 50 m diameter thickener for the fine material.
k. Tailings management facility (TMF), including a 4,5 km of steel pipeline from the plant to TSF, at TSF area thickened tailings are conveyed to impoundment by a steel pipeline approximately 4,0 km, finally a 2,5 km high rock fill starter dam and a water reclaim system.
Desalinization System:
a. Sea water intake system.
b. Desalination plant system, including pre-treatment, micro-filter, reverse osmosis and desalination storage water tank to feed the pipeline at a nominal 1,368 m3/hr (380 lps).
c. Two (02) desalinated water pump stations.
d. Water pipeline of approximately 42 km length.
e. 46,000 m3 desalinated water storage pond.
f. 300 m3 process water pond
g. 11,983,680 m3/year Reverse Osmosis plants
h. 1518 m3/hr (421 lps) effluent Treatment Plant in the plant area
i. 205 m3/day potable water for distribution system at the mine

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Power Distribution System
a. Main transformers 60/80 MVA, 110/13,8 kV and substation at concentrator site.
b. Distribution grid to mine loop, three (3) substations with 5 MVA, 13,8/7,2kV each.
c. Makeup water pumping stations Main Transformer 2MVA 13,8/4,6 kW.
d. Desalination Plant substation 10 MVA, 110/4,16 kV.
e. Emergency power generators. Three (3) emergency generators of 1,260 MVA each and two (2) generator of 2,000 kVA, at the plant and for TSF one (1) generator of 2,000 kVA
f. Power transmission line 80 MVA HV transmission line from Diego de Almagro
Ancillary Facilities:
a. Concentrate storage facility capable of holding 3,200 tonnes at the mine, reclaim facility, truck loading and weight bridge and dispatch facilities. Shipping facilities will be external facilities. Ports of the region are being considered, for example Barquito, Candelaria
b. Access public roads.
c. Telephone communication system, wide area network, local area networks, process control system and mobile radio system.
d. Fire protection systems.
e. Workshops consisting of a 5 bays mine maintenance shop and a bay truck washing and plant maintenance shop.
f. Supply storage facilities.
g. Mine staff building, mine change house and dining facilities to accommodate mine workforce and permanent contractors.

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h. Camp facilities at plant site to accommodate plant workforce, administration and permanent contractors.
i. Buildings for concentrator administration, medical station, change house, guardhouse and local control rooms.
j. Core storage facility.

The measures and amounts stated herein are approximate figures; actual measures and amounts may vary depending on various factors, including actual characteristics of available equipment.

P33

Annex B to the Physical Facilities Certificate

Critical Spares

Critical Spares Inventory

Description	Relating to specific equipment/ project area	Qty
SAG-Mill Liners-Set	MILLS	1
BALL-Mill Liners-Set	MILLS	1
SAG/BALL - Electric Motor / Synchronous motor, brushless excitation, water cooled, 7.0 MW. The motor is designed for variable speed operation supplied by frequency converter.	MILLS	1
SAG-Feed Assembly-Rock Box Liner Set	MILLS	1
SAG-Feed Assembly-Wear Ring	MILLS	1
SAG - Discharge Arrangement - Wear Liners - DE Trunnion Liner	MILLS	1
BALL-Feed Assembly-Wear Ring	MILLS	1
BALL-Discharge Arrangement-Ball Retainer	MILLS	1
Mantle Set w/Standard Lower Diameter	CRUSHER	1
Mantle Set w/Oversize Lower Diameter	CRUSHER	1
Set of Mn Concaves	CRUSHER	1
TankCell-Gear Unit Service Kit MF40	FLOTATION CELLS AND BLOWERS	3
TankCell-Gear Unit Service Kit MF80	FLOTATION CELLS AND BLOWERS	4
TankCell-Spare Rotor FloatForce 1300	FLOTATION CELLS AND BLOWERS	1
TankCell-Spare Rotor FloatForce 1750	FLOTATION CELLS AND BLOWERS	1
TankCell-Stator Wear Parts FloatForce 1300	FLOTATION CELLS AND BLOWERS	1
Concentrate Thickener ø18m – Hyd. Power Unit & Gearbox	THICKENERS	1
Tailings Thickener ø55m–Hyd. Power Unit & Gearbox	THICKENERS	1
Filter Media-Filter Cloth-1.7 m×84.5 m	CONCENTRATE FILTER	6
Filter Plate Pack–Diaphragm	CONCENTRATE FILTER	14
Filter Plate Pack-Plate Seal Set	CONCENTRATE FILTER	14
Filter Plate Pack-Grid Set (for one filter plate)	CONCENTRATE FILTER	14
gMAX33-20-3444_C4914RU-CR-SIZE - Apex Insert - Ceramic	CYCLONES	28
gMAX33-20-3444_C8508ST-RG-14-Vortex Finder	CYCLONES	7
gMAX20-3140_C3760R-BPC–Cone	CYCLONES	3
gMAX20-3140_C7505R-BPC–Cone	CYCLONES	3
gMAX20-3140_G62-069578-BPC–Cone	CYCLONES	3
gMAX20-3140_G62-067860-BPC–Cone	CYCLONES	3
gMAX20-3140_G82-60-CR-APEX Insert Ceramic	CYCLONES	3
gMAX20-3140_20511sT-RG-Vortex Finder	CYCLONES	3

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gMAX20-20-S3633_C3760R-BPC–Cone	CYCLONES	4
gMAX20-20-S3633_194-10R-BPC	CYCLONES	4
gMAX20-20-S3633_94-6R-BPC–Cone	CYCLONES	4
gMAX20�20�S3633_678C�CR � APEX Insert Ceramic	CYCLONES	4
gMAX20�20�S3633_20511ST�RG � Vortex Finder	CYCLONES	4
Impeller (Grinding Classification)	CYCLONE FEED PUMPS	1
Shaft Sleeve (Grinding Classification)	CYCLONE FEED PUMPS	1
Stand By Pumps (Grinding Classification, 1 Op+1 Stb)	CYCLONE FEED PUMPS	1
Regrind Cyclone Feed Pump (1030 m3/h @ 185 kW)	SLURRY PUMPS	1
Cleaning Feed Pump (625 m3/h @ 110 kW)	SLURRY PUMPS	1
Stand By Pumps (U/F Concentrate Thickener, 1 Op + 1 Stb)	SLURRY PUMPS	1
Concentrate Filter Feed Pump (470 m3/h @ 300 kW)	SLURRY PUMPS	1
350 MCR–Impeller	SLURRY PUMPS	2
2 AHF–Impeller	SLURRY PUMPS	2
4 AHF–Impeller	SLURRY PUMPS	1
4 AHF-Shaft Sleeve	SLURRY PUMPS	2
6 AHF–Impeller	SLURRY PUMPS	1
1.5/1 AH (25 WBH)–Impeller	SLURRY PUMPS	2
2/1.5 AH (40 WBH)–Impeller	SLURRY PUMPS	2
4/3 AH (75 WBH)–Impeller	SLURRY PUMPS	2
8/6 AH (150 WBH)–Impeller	SLURRY PUMPS	2
10/8 AH (200 WBH)–Impeller	SLURRY PUMPS	2
40 SP–Impeller	SLURRY PUMPS	4
400L–Impeller	SLURRY PUMPS	2
Stand By Pumps (U/F In Plant Tailings Thickener, 1 Op + 1 Stb)	SLURRY PUMPS	1
Stand By Pumps (U/F TSF Tailings Thickener, 1 Op + 1 Stb)	SLURRY PUMPS	1
Stand By Recovery Process Water Pumps (2 Op+1 Stb)	PROCESS WATER PUMPS	1
Stand By Pond Discharged Pump (1 Op+1 Stb)	FRESH WATER PUMPS	1
Stand By Raw Water Pump (1 Op+1 Stb)	FRESH WATER PUMPS	1
Stand By Potable Water Dist. Pump (1 Op+1 Stb)	POTABLE WATER PUMPS	1
Stand By Potable Water Feed Pump (1 Op+1 Stb)	POTABLE WATER PUMPS	1
Stand By Seal Water Pump (1 Op+1 Stb)	SEAL WATER PUMPS	1
Gear Box–Breather	LIME PLANT	1
Transfer Pump-Impeller, 4V	LIME PLANT	1
Stand By Lime Milk Distribution Plant (1 Op+1 Stb)	LIME PLANT	1
100NB Dispersion Cylinder	FLOCCULANT PLANT	1
Stand By Tailings Thickener Dosing Pump (1 Op + 1 Stb)	FLOCCULANT PLANT	1
Stand By Concentrate Thickener Dosing Pump (1 Op + 1 Stb)	FLOCCULANT PLANT	1
100NB Dispersion Cylinder Clamp S/S	FLOCCULANT PLANT	1
BN52-6L Transfer Pump Stator NBR	FLOCCULANT PLANT	1

P35

MCCB-3P Feeders	ELECTRICAL SWTICHROOMS - MV & LV	1
FUSES-LV	ELECTRICAL SWTICHROOMS - MV & LV	1
CONTACTOR	ELECTRICAL SWTICHROOMS - MV & LV	1

Mine Equipment
1. Minor and critical spares included in MV Stockless warehouse by Komatsu & Finning (CAT) 2. Major critical spares under interchange component agreement with Komatsu and Finning (CAT) 3. Opex Budget and Maintenance SIB, also considers repairs of main components. 4. The specified components for P&H 4100XPC-90C rope shovel, CAT994K loader and CAT854K Wheeldozer are included as direct purchase.
Main Alternator	Komatsu 830E Haul Trucks	1
Double blower	Komatsu 830E Haul Trucks	1
Simple blower	Komatsu 830E Haul Trucks	1
Steering Cylinder	Komatsu 830E Haul Trucks	2
Lift Cylinder	Komatsu 830E Haul Trucks	2
Front corner	Komatsu 830E Haul Trucks	2
Traction Motor	Komatsu 830E Haul Trucks	1
Diesel Engine	Komatsu 830E Haul Trucks	2
Breaking Grids	Komatsu 830E Haul Trucks	1
Radiator Module	Komatsu 830E Haul Trucks	2
Rear Suspension	Komatsu 830E Haul Trucks	2
Tires on Consignment	Komatsu 830E Haul Trucks	24
Dump Body	Komatsu 830E Haul Trucks	2
Bucket	P&H 4100XPC-AC 90	1
Bucket	CAT 994K HL	1
Diesel Engine	CAT D10T	1
Dozer Blade	CAT 854K	1
End Cover Ring	DESALINATION PLANT	1
Ball Bearing	DESALINATION PLANT	1
Housing Ring 11160354 FLOWSERV	DESALINATION PLANT	3
Impeller Ring 11160347 FLOWSERV	DESALINATION PLANT	3
Impeller Ring Bushing 11160345 FLOWSERV	DESALINATION PLANT	3
Housing Ring 11160418 FLOWSERV	DESALINATION PLANT	3
Housing Ring 11160419 FLOWSERV	DESALINATION PLANT	6
Impeller Ring 11160414 FLOWSERV	DESALINATION PLANT	3
Impeller Ring 11160415 FLOWSERV	DESALINATION PLANT	6
Impeller Ring Bushing 11160416 FLOWSERV	DESALINATION PLANT	6
Butterfly Valve DN100 4" Wafer	DESALINATION PLANT	1
Seat DN100 4" EPDM	DESALINATION PLANT	2

P36

Seat 45204-24-00-0-0-000 EBRO	DESALINATION PLANT	1
Seat EPDM-AA7ZPZ-09-2013 EBRO	DESALINATION PLANT	1
Pneumatic Actuator RC-265-M1/F12-V27	DESALINATION PLANT	1
Tightening Cylinder N/P 710101000106	DESALINATION PLANT	15
Cone Membrane N/P 50060018WRC	DESALINATION PLANT	20
Electric Actuator TQ-060	DESALINATION PLANT	1
Sensor 14" MAG5100 DN350 CLASE 150	DESALINATION PLANT	1
Sensor 28" MAG5100 DN700 CLASE 150	DESALINATION PLANT	1
Motor Guard 10…16 A	DESALINATION PLANT	1
Soft Starter 200 A 480 V	DESALINATION PLANT	1
Lower Dome N/P 2500 2441 WRC BS&B	DESALINATION PLANT	1
Connector Elbow N/P 14138 SMC	DESALINATION PLANT	5
Connector In Tin N/P 14336 SMC	DESALINATION PLANT	5
Grunfos Dosing Pump Repair Kit	DESALINATION PLANT	1
Stand by Intake Pumps (5 Op. + 1 Stb)	DESALINATION PLANT	1
High Pressure Pumps	DESALINATION PLANT	1
Recirculation Pumps	DESALINATION PLANT	1
Stand by Water Pump PS1	DESALINATION PLANT	1
Stand by Water Pump PS2	DESALINATION PLANT	1

P37

APPENDIX 5 FORM OF ENVIRONMENTAL AND SOCIAL CERTIFICATE

Capitalised terms used in this Certificate, except as otherwise defined in this Certificate, shall have the meanings assigned to them in the Common Terms Agreement.

I, [Name of Senior Officer], [title of Senior Officer] of the Borrower certify that, as at the date of this Certificate:

a) the ESAP, the ESMPs and ESMS for the construction, operational, temporary closure (if any), phases of the Project, have been delivered to each Senior Lender, the ECA Guarantor, the Independent Environmental and Social Consultant, the Environmental and Social Agent and such system and plans are consistent with the [current Base Case Financial Model/budget] and have been, and are being, implemented in compliance, in all material respects, with the Environmental and Social Requirements;
b) the Borrower, and to the knowledge of the Borrower, the Project and any Environmental or Social Party (as defined in Annex B) is in compliance in all material respects with all Environmental and Social Laws and all Environmental and Social Requirements applicable to the Project;
c) to the knowledge of the Borrower, the Construction Contractor or the Other Contractors (as defined in Annex B) are in compliance in all material respects with the terms and conditions of the ESMPs applicable to such contractor,
d) the Project was designed and constructed and operates in compliance in all material respects with all Environmental and Social Requirements,
e) any action required to be undertaken pursuant to the ESAP or any Corrective Action Plans in effect as of the date hereof has been or is being implemented by the Borrower;
f) for any ESAP or Corrective Action Plans in effect as of the date of this Certificate, the Borrower has sufficient funds for the payment of the costs and expenses associated with such ESAP or Corrective Action Plans;
g) the Bonding Facility is committed and available until the Final Maturity Date (as defined thereunder) and is sufficient to cover all Acceptable Closure Security obligations as required under Applicable Laws until such Final Maturity Date; and
h) the current Mine Closure Estimate as required under Applicable Laws has been delivered to the applicable Governmental Body as required under Applicable Laws and notified to the Administrative Agent and the Independent Environmental and Social Consultant in accordance with the Common Terms Agreement.

IN WITNESS WHEREOF, the undersigned, on behalf of the Borrower, has caused this Certificate to be duly executed.

Dated: [ ]

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P38

MANTOVERDE S.A.

By:

Name: Title: [ Title of Senior Officer ]

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P39

[We, [Name of Independent Environmental Social Consultant], a [] organised under the laws of [  ] have performed such inspections, observations, analyses and other procedures which we have, in our reasonable judgment, deemed necessary for purposes of this Certificate. Such inspections, observations, analyses and other procedures, and the names of our employees or agents who performed them, are described in Annex A to this Certificate. Based on such procedures and following consultation with the Environmental and Social Agent, we certify that:

(a) [we have no reason to believe that the certifications of the Borrower set forth in the Environmental and Social Certificate are not true and correct in all material respects as of the date of this Certificate;
(b) the Project and the Environmental or Social Parties are in compliance in all material respects with the Environmental and Social Requirements (save in respect of the full Equator Principles with which the Project shall be in compliance save to the extent of any Minor E&S Non-Compliance Event);
(c) the [Construction Contractor and Other Contractors] are in compliance in all material respects with the terms and conditions of the ESMPs applicable to such contractors [(save in respect of Environmental Laws and the full Equator Principles with which the Project shall be in compliance save to the extent of any Minor E&S Non-Compliance Event)];
(d) the ESAP is being implemented in compliance in all material respects with the Environmental and Social Requirements;
(e) any Corrective Action Plan in effect as of the date hereof is being implemented in compliance in all material respects with the Environmental and Social Requirements (save in respect of the full Equator Principles with which the Project shall be in compliance save to the extent of any Minor E&S Non-Compliance Event);
(f) the funds allocated by the Borrower for the payment of the costs and expenses associated with such Corrective Action Plans are, as of the date of this Certificate and on the basis of the information available to us, sufficient for such purposes; and
(g) further to the document review and verification process undertaken by [Name of Independent Environmental Social Consultant], the Project is being operated in all material respects in accordance with the ESAP and any Corrective Action Plan then in effect.]

IN WITNESS WHEREOF, [Name of senior officer of [Name of Independent Environmental Social Consultant]] has caused this Certificate to be duly executed.]

Dated:

[Name of Independent Environmental Social Consultant]

By: [Name] [Position]

Mantoverde S.A. Completion Certificates

P40

Annex A to Completion Environmental Certificate

LIST OF INSPECTIONS, OBSERVATIONS, ANALYSES AND OTHER PROCEDURES, IN THE REASONABLE JUDGMENT, DEEMED NECESSARY FOR PURPOSES OF THIS CERTIFICATE AND THE NAMES OF THE INDEPENDENT ENVIRONMENTAL AND SOCIAL CONSULTANT’S EMPLOYEES OR AGENTS WHO PERFORMED SUCH INSPECTIONS, OBSERVATIONS, ANALYSES AND OTHER PROCEDURES IN CONNECTION WITH THIS CERTIFICATE

Mantoverde S.A. Completion Certificates

P41

Annex B to Completion Environmental Certificate

Definitions

“ Construction Contractor ” means each of the [Contractor parties] and any other counterparty to a Project Document relating to the construction of the Project.

“ Environmental or Social Party ” means, in relation to the Project (a) the Borrower and (b) any Construction Contractor (solely in respect of its activities in respect of the Project).

“ Other Contractor ” means any contractor (other than any Construction Contractor) with whom the Borrower enters into a Project Document for the rendering of services or delivery of equipment or other goods to the Borrower in respect of the Project.

Mantoverde S.A. Completion Certificates

P42

APPENDIX 6 FORM OF INSURANCE CERTIFICATE

This is the certificate referred to in Schedule P of the Common Terms Agreement, dated as of [ ]

between the Borrower, the Administrative Agent (on behalf of the Senior Lenders), the Documentation Agent, the Environmental and Social Agent, the Technical Agent, the Insurance Agent, the Offshore Collateral Agent, the Onshore Collateral Agent, the Intercreditor Agent, the Facility Agents, Mandated Lead Arrangers, Permitted Hedging Providers and the Senior Lenders and certain other parties from time to time, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time (the “ Common Terms Agreement ”).

Capitalised terms used in this Certificate, except as otherwise defined in this Certificate, shall have the meanings assigned to them in the Common Terms Agreement.

I, [Name of Senior Officer], [title of Senior Officer] of the Borrower, certify that, as of the date of this Certificate, the minimum insurance coverage required to be in place (in accordance with the requirements of the Common Terms Agreement) as of the date of this Certificate is in place and in full force and effect in all material respects.

IN WITNESS OF, the undersigned, on behalf of the Borrower, has caused this Certificate to be duly executed.

Dated: [ ]

MANTOVERDE S.A.

By:

Name: Title: [ Title of Senior Officer ]

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P43

We, [ Independent Insurance Consultant ], a [•] organised under the laws of [•] have performed such inspections, observations, analyses and other procedures which we have, in our reasonable judgment, deemed necessary for purposes of this Certificate. Such inspections, observations, analyses and other procedures, and the names of our employees or agents who performed them, are described in Annex A to this Certificate. Based on such procedures and following consultation with the Insurance Agent, we certify that:

(a) we have no reason to believe that the certification of the Borrower detailed in the certificate above is not true and correct in all material respects as of the date of this Certificate; and
(b) the minimum insurance coverage required to be in place (in accordance with the requirements of the Common Terms Agreement) as of the date of this Certificate is in place and in full force and effect in all material respects.

IN WITNESS OF , [Name of Senior Officer of [•]] has caused this Certificate to be duly executed.

Dated: [ ]

[ Independent Insurance Consultant ]

By:

Name:

Title: [ Title of Senior Officer ]

Mantoverde S.A. Completion Certificates

P44

APPENDIX 7 FORM OF LEGAL AND FINANCIAL CERTIFICATE

Capitalised terms used in this Certificate, except as otherwise defined in this Certificate, shall have the meanings assigned to them in the Common Terms Agreement.

I, [Name of Senior Officer], [ title of Senior Officer ] of the Borrower, certify that, as of the date of this Certificate:

Each of the Project Documents, other than those which have been terminated or lapsed in accordance with their terms and, in each case, are no longer necessary for the operation of the Project, remains in full force and effect or has been replaced in accordance with the relevant provisions of the Common Terms Agreement;
All Material Project Authorisations that are required for the operation of the Project to ensure:
(a) compliance in all material respects with all Applicable Laws;
(b) compliance in all material respects with the Environmental and Social Requirements; and
(c) the performance of the Finance Documents and Material Project Documents,

have been obtained and are in full force and effect (except for those that are not required as at the date of this Certificate under Applicable Law) as necessary to develop and operate the Project at its current stage of development or to conduct any other exploration, development, drilling or mining operations currently being conducted by it;

The Project’s assets are free and clear of all Encumbrances except Permitted Encumbrances;
The security interests created pursuant to and in accordance with the Security Documents are in full force and effect and have been perfected to the extent required at that time in the Finance Documents;
No Potential Event of Default or Event of Default has occurred and is continuing;
The Borrower is operating the Project in all material respects:
(a) in accordance with the Life of Mine Plan;
(b) in accordance with Applicable Law; and
(c) in a manner consistent with Good Industry Practice;
The balance on deposit in the Debt Service Reserve Account is US$ [•], which is not less than the DSRA Required Balance at this time; and

Mantoverde S.A.: Common Terms Agreement

P45

(a) Historic Debt Service Cover Ratio as calculated on the date of this Certificate is no less than 1.40:1;
(b) Loan Life Cover Ratio as calculated on the date of this Certificate is no less than 1.50:1; and
(c) Reserve Tail Ratio as calculated on the date of this Certificate is no less than 30%.
[easements, surface rights, property rights, usufructs, mortgages, rights of way, consents and other similar rights that are necessary for the operation of the Project in all material respects in accordance with the Life of Mine Plan and that were agreed to be obtained after the Effective Date, but on or prior to the Project Completion Date, pursuant to section 9.1(e) of the Common Terms Agreement have been obtained and are in full force and effect.][ 1]

The certifications required by paragraphs 3 and 4 above (insofar as they relate to security interests created under Chilean or English law) above are based upon the written opinion of the Borrower’s legal advisers as to English law and Chilean law at the time, copies of which are attached to this certificate as Annex A and Annex B respectively and addressed to the undersigned, the Administrative Agent, the Offshore Collateral Agent, the Onshore Collateral Agent, the Senior Lenders and the Permitted Hedging Providers. The certifications required by paragraphs 3 and 4 above (insofar as they relate to security interests created under New York law) are based upon the written opinion of the Borrower’s legal advisers as to New York law at the time, a copy of which is attached to this certificate as Annex C and addressed to the undersigned, the Administrative Agent, the Offshore Collateral Agent, the Onshore Collateral Agent, the Senior Lenders and the Permitted Hedging Providers.

The data on which I have relied for purposes of the certifications detailed in paragraphs 7 and 8 above are attached as Annex D.

The undersigned, on behalf of the Borrower, has caused this Certificate to be duly executed.

Dated:

MANTOVERDE S.A.

By: Name: Title: [ Title of Senior Officer ]

1 To be inserted if there are any further land (or other) rights acquired post signing and prior to the Project Completion Date.

Mantoverde S.A.: Common Terms Agreement

P46

We, [Name of Intercreditor Agent], a [] organised under the laws of [], have performed such inspections, observations, analyses and other procedures which we have, in our reasonable judgment, deemed necessary for purposes of this Certificate. Such procedures, and the names of our employees or agents who performed them, are described in Annex E to this Certificate. Based on such procedures and following consultation with our legal, financial and other advisers, we certify that we have no reason to believe that each of the certifications of the Borrower detailed above is not true and correct in all material respects as of the date of this Certificate.

IN WITNESS OF, [Name of senior officer of the [Intercreditor Agent] has caused this Certificate to be duly executed.

Dated: [ ]

[Name of Intercreditor Agent]

By: _______ [Name] [Position]

Mantoverde S.A.: Common Terms Agreement

P47

Annex A to Legal and Financial Certificate

Opinion of Chilean counsel to the Borrower

[A copy of the relevant opinion to be attached at the time the Legal and Financial Certificate is issued, such opinion to be in customary form]

Mantoverde S.A.: Common Terms Agreement

P48

Annex B to Legal and Financial Certificate

Opinion of English counsel to the Borrower

[A copy of the relevant opinion to be attached at the time the Legal and Financial Certificate is issued, such opinion to be in customary form]

Mantoverde S.A.: Common Terms Agreement

P49

Annex C to Legal and Financial Certificate

Opinion of New York counsel to the Borrower

[A copy of the relevant opinion to be attached at the time the Legal and Financial Certificate is issued, such opinion to be in customary form]

Mantoverde S.A.: Common Terms Agreement

P50

Annex D to Legal and Financial Certificate

Supportive Data For Calculations

Mantoverde S.A.: Common Terms Agreement

P51

Annex E to Legal and Financial Certificate

INTERCREDITOR AGENT’S EMPLOYEES AND AGENTS

Mantoverde S.A.: Common Terms Agreement

SCHEDULE Q HAZARDOUS SUBSTANCES AND OTHER ENVIRONMENTAL DISCLOSURES

No disclosure required pursuant to Sections 7.1(w)(iv), 7.1(w)(v) and 7.1(w)(viii)

Mantoverde S.A. Completion Certificates

SCHEDULE R FORM OF NOTES

Part I - Uncovered Facility Agreement Form of Note

			PROMISSORY NOTE N°[●]	PROMISSORY NOTE N°[●]	PROMISSORY NOTE N°[●]	PROMISSORY NOTE N°[●]
PAGARÉ N°[●]

LUGAR DE EMISIÓN: Santiago, República de			PLACE OF ISSUE: Santiago, Republic of Chile.
Chile.
FECHA DE EMISIÓN: [●]			DATE OF ISSUE: [●].
POR VALOR RECIBIDO, MANTOVERDE S.A.,			FOR VALUE RECEIVED, MANTOVERDE S.A., a _sociedad anónima cerrada_legally incorporated and existing in accordance with the laws of the Republic Chile, Taxpayer Identification Number 77.020.457-7, domiciled at [●], [●] borough, Santiago, Chile (hereinafter the “Issuer”), declares that it owes and will unconditionally pay to the order of[UNCOVERED FACILITY LENDER](hereinafter, the “Lender”), the principal amount of US $[●] ([●] Dollars), hereinafter the “Due Principal”1.
sociedad anónima cerrada legalmente constituida y
vigente de conformidad a las leyes de la República
de Chile, Rol Único Tributario número 77.020.457-7,
domiciliada en [●], comuna de [●], Santiago, Chile
(en adelante, el “Suscriptor”), declara que debe y
pagará incondicionalmente a la orden de
[ACREEDOR SIN COBERTURA](en adelante, el
“Acreedor”) la cantidad de capital de US $[●]
([●] Dólares), en adelante el “Capital Adeudado”.
AMORTIZACIÓN DEL CAPITAL ADEUDADO.- El			REPAYMENT OF DUE PRINCIPAL.- The principal owed and evidenced in this note (the “Note”) shall be paid in [●] ([●])2installments according to the following repayment program (hereinafter the “Repayment Program”):
Capital Adeudado y de que da cuenta el presente
pagaré (el “Pagaré”) deberá pagarse en [●] ([●])
cuotas conforme al siguiente programa de
amortizaciones (en adelante		el “Programa de
Amortizaciones”):
Cuota	Monto de Capital Adeudado	Fecha de Pago de Capital	In	stallment	Principal Owed	Principal Repayment Date3
1				1
2				2
3				3

1 Filing Instructions: In case of a reduction of the Due Principal due to a partial repayment or a partial assignment of an Uncovered Facility Loan, an allonge in terms substantially similar to Exhibit A to Part I hereto should be executed by the Borrower in respect to each note and delivered to the Onshore Collateral Agent with signatures dully authorized by a notary public.

2 Filing instructions: Insert number of installments in accordance with Schedule C (Repayment Schedule) of the Uncovered Facility Agreement.

3 Filing Instructions: At the time of executing the Note, the repayment program should include as first Principal Repayment Date September 30, 2024. If the last day of the first Fiscal Quarter immediately following 180 days after the Project Completion Date occurs before such date, an allonge in terms substantially similar to Exhibit B to Part I hereto should be executed by the Borrower in respect to each note and delivered to the Onshore Collateral Agent with signatures dully authorized by a notary public.

4				4
5				5
6				6
7				7
8				8
9				9
10				10
11				11
12				12
13				13
14				14
15				15
16				16
17				17
18				18
19				19
20				20
21				21
22				22
23				23
24				24
25				25
26				26
	Total	US$[●]			Total	US$[●]
Cada una de las fechas de pago de capital indicadas en el Programa de Amortizaciones se denominará en adelante una “Fecha de Pago de Capital”.			Hereinafter, each of the principal payment dates set forth in the Repayment Program, denominated a “Principal Repayment Date”.
Si cualquier Fecha de Pago de Capital no fuere un Día Hábil, se entenderá extendida al Día Hábil siguiente, salvo que después de la Fecha de Pago de Capital no existiere Día Hábil alguno dentro del mismo mes, en cuyo caso el pago deberá efectuarse el Día Hábil inmediatamente anterior a la Fecha de Pago de Capital.			If a Principal Repayment Date falls on a day which is not a Business Day, the corresponding payment shall instead occur on the next Business Day in that calendar month (if there is one) or the immediately preceding Business Day (if there is not).
INTERESES.- El Suscriptor se obliga incondicionalmente a pagar intereses sobre el saldo insoluto del Capital Adeudado de este Pagaré, a contar de esta fecha y hasta la fecha de su pago íntegro y efectivo a una tasa de interés igual al resultado de sumar la Tasa LIBO (definida más adelante)más el Margen Aplicable(según éste se			INTEREST.-The Issuer undertakes unconditionally the obligation to pay interests on the outstanding amount of the Due Principal of this Note, from this date and until the date of its full and effective payment at an interest rate equal to the sum of (i) LIBOR (as defined below) and (ii)

define más adelante) (en adelante, la Tasa LIBO the Applicable Margin (as defined below) (hereinafter, más el Margen Aplicable, la “ Tasa de Interés ”). LIBOR plus the Applicable Margin, the “ Interest Rate ”).

“ Margen Aplicable ” es 3,75% anual.

“ Applicable Margin ” is 3.75% per annum.[ 4]

Para los efectos de este Pagaré, se entiende por For the purpose of this Note, for each Interest Period (as “ Tasa LIBO ” para cada Período de Interés defined below) “ LIBOR ” shall mean the “ Screen Rate ”, (definido más adelante), la “ Tasa Publicada ”, which is the annual rate of the London interbank offered consistente en la tasa anual de oferta del mercado rate administered by ICE Benchmark Administration interbancario de Londres administrada por ICE Limited (or any other person which takes over the Benchmark Administration Limited (o la entidad administration of that rate) displayed (before any que la reemplace en la administración de dicha correction, recalculation or republication by the tasa) mostrada (antes de cualquier corrección, administrator) in the page LIBOR01 of the Thomson nuevo cálculo o nueva publicación por parte del Reuters screen (or any replacement Thomson Reuters administrador) en la página LIBOR01 de la page which displays that rate) for Dollar deposits and for pantalla Thomson Reuters (o aquella otra página a period equal in length to the Interest Period for which de reemplazo de la pantalla Thomson Reuters que the rate is being calculated, or on the appropriate page muestre esa tasa) para depósitos en Dólares con of such other information service which publishes that fechas de vencimiento comparables al Período de rate from time to time in place of Thomson Reuters, or if Interés para el cual la tasa está siendo such page or service ceases to be available, a page or determinada, o en la pantalla de aquel otro service displaying the relevant rate specified by the servicio que reemplace a Thomson Reuters como Uncovered Facility Agent for Dollar deposits for a period servidor de información para el propósito de equal in length to the corresponding Interest Period, as publicar dicha tasa, o, si dicha página o servicio of 10:00 a.m. New York time on the Quotation Date. deja de estar disponible, aquella página o servicio que muestre la tasa pertinente y que el Agente del Crédito sin Cobertura especifique, para depósitos en Dólares y con una fecha de vencimiento igual al Período de Interés en cuestión, determinada a las 10:00 a.m. hora de Nueva York de la Fecha de Determinación de Intereses.

En caso de no estar disponible la Tasa Publicada If no Screen Rate is available for the relevant Interest para un Período de Interés, se entenderá por Tasa Period, the applicable LIBOR shall be the “ Interpolated LIBOR la “ Tasa Publicada Interpolada ” para ese Screen Rate ” for that Interest Period (rounded to the Período de Interés (redondeada al mismo número same number of decimal places as the two relevant de decimales que las dos Tasas Publicadas Screen Rates), which results from interpolating on a relevantes), que corresponde al resultado de la linear basis between / a / the applicable Screen Rate for interpolación sobre una base lineal entre / a / la the longest period (for which that Screen Rate is Tasa Publicada aplicable al período más largo available) which is less than such Interest Period, and; (durante el cual dicha Tasa Publicada estuvo / b / the applicable Screen Rate for the shortest period (for disponible), que sea menor al Período de Interés which that Screen Rate is available) which exceeds such en cuestión, y / b / la Tasa Publicada aplicable al Interest Period of the Note, each as of 10:00 a.m. New período más corto (durante el cual dicha Tasa York time on the corresponding Quotation Date Publicada estuvo disponible), que exceda al Período de Interés en cuestión; ambas consideradas a las 10:00 a.m. hora de Nueva York de la Fecha de Determinación de Intereses respectiva.

4 Filing Instructions: Upon Occurrence of each of (i) Project Completion Date, and (ii) the seventh anniversary of Financial Closing, allonges in terms substantially similar to Exhibit C to Part I hereto should be executed by the Borrower in respect to each note and delivered to the Onshore Collateral Agent with signatures dully authorized by a notary public, reflecting the change in the Applicable Margin.

Si la Tasa Publicada / i / no está disponible para If no Screen Rate is available / i / for Dollars, or / ii / for the Dólares, o / ii / no está disponible para el Período corresponding Interest Period, and it is not possible to de Interés en cuestión y no es posible calcular la calculate the Interpolated Screen Rate, the applicable Tasa Publicada Interpolada, se entenderá por LIBOR shall be the “ Base Reference Bank Rate ”, which Tasa LIBOR para ese Período de Interés la “ Tasa is the arithmetic mean of the rates supplied to the Referencial Bancaria ”, que es el promedio de las Uncovered Facility Agent by the Reference Banks, cotizaciones ofrecidas al Agente del Crédito sin rounded upwards to four decimal places, for Dollar Cobertura por los Bancos de Referencia, deposits in London’s Interbank Market, and for a period redondeadas al alza a hasta cuatro cifras equal in length to the corresponding Interest Period, as decimales, para depósitos en Dólares en el of 10:00 a.m. New York time on the corresponding mercado interbancario de Londres, con Quotation Day. vencimiento comparable con el Período de Interés en cuestión, determinada a las 10:00 a.m (hora de Nueva York) de la Fecha de Determinación de Intereses respectiva.

Si cualquiera de las tasas anteriormente descritas If any of the previously described rates is less than zero, da un resultado inferior a cero, LIBOR se LIBOR shall be deemed to be zero. considerará cero.

Los intereses, calculados por la aplicación de la Interests, calculated by the application of the relevant correspondiente Tasa de Interés al saldo insoluto Interest Rate to the unpaid Due Principal amount, shall del Capital Adeudado, se devengarán diariamente y accrue daily and shall be paid (i) on March 31, June 30, se pagarán (i) el día 31 de marzo, 30 de junio, 30 de September 30 or December 31, whichever date is septiembre o 31 de diciembre más próximo a la closest to the date of issuance of this Note, and (ii) from emisión de este Pagaré, y (ii) desde el último día del the last date of the interest period indicated in number (i) período de interés indicado en el numeral (i) anterior, they shall be paid on March 31, June 30, September 30 se pagarán los días 31 de marzo, 30 de junio, 30 de and December 31 of each year. For the purposes of this septiembre y 31 de diciembre de cada año. Para los Note, each interest payment date indicated above is efectos de este Pagaré, cada una de las fechas de referred to as an “ Interest Payment Date ”; and the pago de intereses antes indicadas se denominará period of time that begins on the date of signing of this indistintamente una “ Fecha de Pago de Interés ”, y Note and ends on the next Interest Payment Date, and el período que comienza en la fecha de suscripción from then on, on each period immediately following that de este Pagaré y termina en la Fecha de Pago de starts in an Interest Payment Date and ends on the next Intereses más próxima, y sucesivamente, cada Interest Payment Date, shall be called an “ Interest período inmediatamente siguiente que comienza en Period ”. una Fecha de Pago de Intereses y termina en la próxima Fecha de Pago de Intereses, se denominará un “ Período de Interés ”.

Todos los intereses se calcularán sobre la base de All interests will be calculated on the basis of a year of un año de 360 días y por los días efectivamente 360 days and the days actually elapsed during the transcurridos durante el Período de Interés relevant Interest Period. correspondiente.

de ser anterior a su fecha de vencimiento); y/o (ii) Business Days of the date when the same becomes or del Capital Adeudado bajo este Pagaré dentro de los shall be declared to be due and payable (whether prior tres Días Hábiles siguientes a la fecha de su to its stated maturity or otherwise). In such cases, the vencimiento o a la fecha en que el mismo sea applicable Interest Rate will be increased by a 2.00% declarado exigible o pagadero (en caso de ser from the date in which occurs the arrears or simple delay anterior a su fecha de vencimiento). En estos casos, occur. la Tasa de Interés aplicable se incrementará en un 2,00% a contar de la fecha en que ocurra la mora o el simple retardo y hasta la fecha de su pago íntegro y efectivo.

S i cualquier Periodo de Interés comienza en un If an Interest Period commences on a date for which día que numéricamente no corresponde con otro there is no numerical corresponding day in the month at del mes en que termina dicho Periodo de Interés, the end of such Interest Period, such Interest Period éste terminará en el último Día Hábil de dicho shall end on the last Business Day of such calendar mes. month. Si cualquier Periodo de Interés terminare en un If an Interest Period would otherwise end on a day which día que no es un Día Hábil, dicho Periodo de is not a Business Day, such Interest Period shall end on Interés se extenderá hasta el Día Hábil the next Business Day in that calendar month (if there is inmediatamente siguiente a menos que el one) or the immediately preceding Business Day (if there resultado de dicha extensión fuere extender dicho is not). Periodo de Interés a un nuevo mes, en cuyo caso Any Interest Period for this Note that would otherwise dicho Periodo de Interés terminará en el Día Hábil extend beyond the Final Maturity Date shall end on the inmediatamente anterior. Final Maturity Date.

Cualquier período de Interés de este Pagaré que de otra forma se extendería más allá de la Última Fecha de Vencimiento, terminará en la Última Fecha de Vencimiento.

El Suscriptor efectuará cada uno de los pagos de The Issuer shall make each payment of principal of, and capital e intereses de esté Pagaré el día del interest on, this Note on the date when due and shall be vencimiento correspondiente, y cada pago deberá made in Dollars in immediately available funds by wire hacerse en Dólares, con fondos de inmediata transfer to the following account or such other account disponibilidad, libre y netos, por medio de as the Lender from time to time designates: transferencia electrónica a la siguiente cuenta, o MUFG Bank, Ltd, ABA# [●], SWIFT ID: [●], Account No. a aquella que el Acreedor designe de tiempo en [●], Name: [●], Attention: [●], Reference: [●][5] . tiempo: MUFG Bank, Ltd, ABA# [●], SWIFT ID: [●], Cuenta No. [●], Nombre: [●], Atención: [●], Referencia: [●]. El Suscriptor pagará al portador de este Pagaré, al The Issuer shall pay on written demand to the holder mero requerimiento escrito, todos los costos y hereof, all costs and expenses, if any, which it may have gastos, si existieren, en que éste haya incurrido con incurred in connection with the enforcement of this Note, motivo del cobro forzado de este Pagaré (including, without limitation, reasonable counsel fees (incluyendo, sin limitación, honorarios y gastos and expenses). razonables de abogados). IMPUESTOS. Todos los pagos bajo el presente TAXES. All payments regarding this Note shall be made Pagaré serán libres de y sin deducción o retención free and clear of, and without deduction or withholding alguna de cualquier impuesto, de timbres o for any taxes or all present or future stamp or

5 Filing Instructions: Insert information of account designated by the Uncovered Facility Agent.

documentarios o cualquier otro impuesto, carga o documentary taxes or any other excise or property taxes, tributo similar, sea presente o futuro, que se charges or similar levies arising out of or from any devengue a causa de cualquier pago que se efectúe payment made, or under this Note, or from the execution, conforme a este Pagaré o con motivo de la delivery or enforcement of, or otherwise with respect to, suscripción, entrega, registro, o que se genere de this Note (including, without limitation, any taxes cualquier otra manera respecto a, este Pagaré imposed by any jurisdiction on amounts payable under (incluyendo, sin limitación, cualquier impuesto this Note) imposed on or paid by the holder hereof and pagadero en cualquier jurisdicción sobre las sumas any liability (including penalties, interest and expenses) pagaderas bajo este Pagaré) impuestas al, o que arising therefrom or with respect thereto (" Taxes "), other haya pagado el portador del mismo y cualquier than Excluded Taxes. responsabilidad (incluyendo multas, intereses y gastos) que se deriven de, o con respecto a, ello ( "Impuestos "), distintos de los Impuestos Excluidos.

	a la suma que habría recibido si dicha deducción no hubiere sido hecha, (b) el Suscriptor efectuará dicha deducción, y (c) el Suscriptor pagará la suma total deducida a la autoridad gubernamental pertinente según corresponda conforme a la ley aplicable.	governmental authority in accordance with applicable law.
	DEFINICIONES	DEFINITIONS


	“Agente Administrativo”significa MUFG Bank,	“Administrative Agent”means MUFG Bank, Ltd.
	Ltd. junto con sus sucesores y asignatarios autorizados.	together with its successors and permitted assignees.
	“Agente del Crédito sin Cobertura” significa	“Uncovered Facility Agent” means MUFG BANK, LTD
	MUFG BANK, LTD junto con sus sucesores y asignatarios autorizados	together with its successors and permitted assignees.
	“Bancos de Referencia”significa el Agente	“Reference Banks” means the Administrative Agent and
	Administrativo y dos bancos designados por el	two banks as designated by the Uncovered Facility
	Agente del Crédito sin Cobertura, previa consulta al Suscriptor.	Agent in consultation with the Issuer.
	“Día Hábil” significa cualquier día excepto los	“Business Day” means any day, other than a Saturday,
	Sábados, Domingos y cualquier feriado legal o día	Sunday or statutory holiday in any one of Santiago de
	en que las instituciones bancarias estén	Chile, Chile, Sydney, Australia, New York City, New York
	autorizadas u obligadas a cerrarpor leyu otra	(USA), Tokyo, Japan, Paris, France, Amsterdam,

acción gubernamental, en cualquiera de las Netherlands, Brussels, Belgium, Helsinki, Finland or ciudades de Santiago, Chile, Sídney, Australia, London, England or a day on which banks are generally Nueva York, Estados Unidos América, Tokio, closed in any one of those cities. Japón, París, Francia, Ámsterdam, Países Bajos, Bruselas, Bélgica, Helsinki, Finlandia o Londres, Inglaterra.

“ Dólares ” y el signo “ US$ ” significa moneda de “ Dollars ” and the sign “ US$ ” each mean legal tender of curso legal de los Estados Unidos de América, the United States, Dollars of the United States of Dólares de los Estados Unidos de América. America.

“ Fecha de Determinación de Intereses ” significa el “ Quotation Date ” means two Business Days before the segundo Día Hábil anterior al comienzo del first day of the Interest Period for which the LIBOR is Período de Interés para el cual la Tasa LIBOR being calculated, unless market practice differs in the esté siendo determinada, a menos que la práctica London interbank market for dollars, in which case the en el mercado interbancario de Londres para Quotation Date for that currency shall be determined by Dólares sea diferente, en cuyo caso la Fecha de the Uncovered Facility Agent in accordance with market Determinación de Intereses será determinado por el practice in the London interbank market. Agente del Crédito sin Cobertura de conformidad con la práctica del mercado interbancario de Londres.

" Impuestos Excluidos " significa, con respecto a “ Excluded Taxes ” means, with respect to any person to cualquier persona a la que el Suscriptor deba which the Issuer shall make payments under this Note, realizar pagos conforme a este Pagaré,

(b) mientras no se haya producido y se mantenga (b) unless a default has occurred and is continuing in vigente un incumplimiento de cualquiera de las connection with any of the obligations of the Issuer under obligaciones del Suscriptor bajo el presente Pagaré, this Note, any withholding Taxes required to be deducted cualquier Impuesto de retención aplicado en Chile or withheld by the Issuer on a payment of interest in respecto de cualquier pago de interés bajo este excess of the Chilean Preferential Tax Deduction, if on Pagaré en exceso de la Retención Tributaria the relevant Interest Payment Date the payment could Preferente en Chile, si en la Fecha de Pago de have been made to the holder of the Note with the Intereses correspondiente, el pago pudiera haberse Chilean Preferential Tax Deduction if the holder of the hecho al portador del Pagaré con la Retención Note had been a Qualifying Lender but on that date that Tributaria Preferente en Chile por haber sido el holder is not or has ceased to be a Qualifying Lender portador un Prestamista Calificado, pero en dicha (other than in the case that (i) the Lender has ceased to fecha el portador no fuere o hubiere dejado de ser be a Qualifying Lender, or the Chilean Preferential Tax un Prestamista Calificado (excepto (i) si el portador Deduction rate has been amended or modified, due to hubiere dejado de ser un Prestamista Calificado o la changes in tax laws, regulations or administrative retención Tributaria Preferente en Chile hubiere sido interpretations, or (ii) in the case of assignment, transfer modificada, debido a cambios en las leyes or sub-participation of this Note at a time when an event tributarias, regulaciones o interpretaciones of default exists and is continuing). administrativas, o (ii) en caso de cesión,

transferencia o subparticipación de este Pagaré con posterioridad a que el Suscriptor hubiere incurrido en un incumplimiento, que continúe en el tiempo, de cualquiera de sus obligaciones bajo el presente Pagaré).

(c) Si el portador del Pagaré (i) es considerado c) Where the holder of the Note (i) is treated as a resident residente de un país que tenga un convenio de doble of a jurisdiction having a double taxation agreement with tributación vigente con Chile, que otorgue una the Republic of Chile, which makes provision for full exención total o reducción parcial de los impuestos exemption from, or a reduction in, tax imposed by Chile que gravan el pago de intereses (ii) no desarrolla on interest payment, (ii) does not carry on a business in actividades en Chile a través de un establecimiento Chile through a permanent establishment with which that permanente que tenga relación con el crédito de que person’s participation in this loan is effectively da cuenta este instrumento, y (iii) cumple con todas connected, and (iii) meets all other conditions in the las condiciones establecidas en el referido convenio relevant treaty for full exemption from, or reduction in, para beneficiarse de una exención total o una withholding tax imposed by Chile on payments of reducción parcial del impuesto que grava el pago de interest, taxes imposed by Chile to the extent that the intereses en Chile, las retenciones o deducciones Issuer is able to demonstrate that the payment could tributarias por concepto de Impuesto establecidos have been made to the holder without such tax por Chile en la medida en que el Suscriptor pueda deduction, or with a tax deduction at a reduced rate, had demostrar que el pago pudo haberse realizado al that person complied with procedural formalities portador de este Pagaré sin tales deducciones necessary to benefit from the double taxation treaty with; tributarias, o con una deducción tributaria a una tasa and reducida, si dicho acreedor hubiera cumplido con las formalidades procedimentales necesarias para (d) any Taxes imposed by the United States of America beneficiarse del convenio de doble tributación under the Foreign Account Tax Compliance Act of the respectivo; y United States of America (FATCA) or its related or implementing regulations.

(d) cualquier Impuesto establecido por los Estados Unidos de América bajo el Foreign Account Tax Compliance Act (FATCA) o sus regulaciones relacionadas o de implementación.

" Prestamista Calificado " significa un acreedor o " Qualifying Lender " means a foreign lender to the prestamista extranjero en la medida que dicho extent that such foreign lender is a qualifying foreign or prestamista extranjero califique como un banco international bank or foreign financial institution subject extranjero o internacional o una institución to the provisions of Article 59 No. 1 letter (b) of the financiera extranjera sujeta a las disposiciones del Chilean Income Tax Law and as instructed by the Artículo 59 No. 1 letra (b) de la Ley de Impuesto a Chilean Internal Revenue Service (Servicio de la Renta de Chile y según las instrucciones Impuestos Internos). dictadas por el Servicio de Impuestos Internos de Chile

" Retención Tributaria Preferente en Chile " "Chilean Preferential Tax Deduction " means a tax significa una deducción de impuestos realizada de deduction made in accordance with Article 59 No. 1 letter acuerdo con el Artículo 59 No. 1 letra (b) de la Ley (b) of the Chilean Income Tax Law and as instructed by de Impuesto a la Renta de Chile) y a las the Chilean Internal Revenue Service, currently at a rate instrucciones del Servicio de Impuestos Internos of 4.0%) which is required to be deducted or withheld by de Chile, actualmente a una tasa de 4.0%, la cual the Issuer on a payment of interest to a Qualifying debe ser deducida o retenida por el Suscriptor Lender in respect of any indebtedness. sobre pagos de intereses a un Prestamista Calificado con respecto a cualquier deuda.

“ Última Fecha de Vencimiento ” significa [_]. “ Final Maturity Date ” means [_].[6]

SIN PROTESTO: EL SUSCRIPTOR RENUNCIA WAIVER: THE ISSUER HEREBY WAIVES ANY EN ESTE ACTO A CUALQUIER CLASE DE PRESENTATION, DEMAND, PROTEST AND/OR PRESENTACIÓN, DEMANDA, PROTESTO Y/O NOTICE IN CONNECTION WITH THIS NOTE. NOTIFICACIÓN EN RELACIÓN CON ESTE PAGARÉ.

Para todos los efectos del presente Pagaré, el For purposes of this Note, the Issuer hereby irrevocably Suscriptor se somete irrevocablemente en este acto submits to the non-exclusive jurisdiction of the ordinary a la jurisdicción no exclusiva de los tribunales courts of justice of the commune and city of Santiago, ordinarios de la Ciudad y Comuna de Santiago, Chile. Chile.

En cuanto el Suscriptor o cualquiera de sus activos To the extent that the Issuer or any of its assets has or tenga, o pudiere adquirir en el futuro, cualquier hereafter may acquire any right of immunity related to or derecho a inmunidad sobre o relativo a los actos arising from the transactions contemplated by this Note, jurídicos contemplados en este Pagaré, se whether characterized as sovereign immunity or caracterice como inmunidad soberana o de otra otherwise, from any legal proceedings, whether in forma, respecto a cualquiera procedimiento legal, England, the Republic of Chile or elsewhere, to enforce sea en Inglaterra, en la República de Chile o en otro or collect upon this Note, or any other liability or lugar cualquiera, para exigir el cumplimiento o obligation of the Issuer related to or arising from the cobrar este Pagaré, o cualquiera responsabilidad u transactions contemplated by this Note, including, obligación del Suscriptor relativa o que surja de los without limitation, immunity from service of process, actos contemplados en este Pagaré, incluyendo, sin immunity from jurisdiction or judgment of any court or limitación, inmunidad frente a notificaciones, a la tribunal, immunity from execution of a judgment, and jurisdicción de, o ejecución en, cualquier corte o immunity of any of its assets from attachment prior to any tribunal, o frente a la ejecución de un fallo, e entry of judgment, or from attachment in aid of execution inmunidad que ampare a cualquiera de sus activos upon a judgment, the Issuer hereby expressly and frente a embargos precautorios, o embargos en el irrevocably waives any such immunity and agrees not to cumplimiento de un fallo, el Suscriptor en este acto assert any such right or claim in any such proceeding, expresa e irrevocablemente renuncia a dicha whether in England or the Republic of Chile or inmunidad y acuerda no invocar cualquier derecho o elsewhere. acción que le competa en cualquiera de dichos procedimientos, sea en Inglaterra, en la República de Chile o en cualquier otro lugar.

La obligación del Suscriptor de pagar este Pagaré The obligation of the Issuer to repay this Note shall be se extinguirá sólo en virtud del pago de Dólares bajo discharged only by payment in Dollars under the terms los términos y condiciones descritos más arriba. Por and conditions described above. Therefore, the lo tanto, a pesar de cualquier sentencia que se obligation of the Issuer in respect of any sum due to the exprese en una moneda distinta del Dólar, las holder hereof shall, notwithstanding any judgment obligaciones del Suscriptor con respecto a cualquier expressed in a currency other than Dollars, be suma adeudada en virtud de este Pagaré al portador discharged only to the extent that on the Business Day del mismo se extinguirán sólo hasta por el monto por following receipt by the holder hereof of any sum el que el portador pueda, de acuerdo con las adjudged to be so due in such other currency, the holder prácticas bancarias normales y razonables, adquirir hereof may, in accordance with normal, reasonable Dólares, con dicha otra moneda, el Día Hábil banking procedures, purchase Dollars with such other siguiente a aquél en que el portador de este Pagaré currency. If the amount of Dollars so purchased is less reciba la suma que la sentencia ordenara pagarle en than the sum originally due under this Note, in Dollars, dicha otra moneda. Si la suma de Dólares así the Issuer unconditionally undertakes, as a separate

6 Filing Instructions: Insert information of in accordance to corresponding Facility Agreement.

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adquirida fuere menor que la suma originalmente obligation and notwithstanding any such judgment, to adeudada conforme a este Pagaré, en Dólares, el indemnify the holder hereof against such loss. Suscriptor se obliga incondicionalmente, como una obligación separada y no obstante dicha sentencia, a resarcir al portador de este Pagaré por esa pérdida.

Los derechos notariales y demás gastos que afecten All notarial fees and other expenses affecting this Note, a este Pagaré, como asimismo a los as well as the corresponding receipts and cancellations, correspondientes recibos y cancelaciones que se if granted, and the protest expenses if incurred, shall be otorguen, así como los gastos de protesto si éste se exclusively borne by the Issuer. efectuare, serán siempre de cargo exclusivo del Suscriptor.

Este Pagaré es suscrito en idiomas inglés y This Note is executed in both the English and Spanish castellano, idiomas ambos que obligan al Suscriptor language, both of which shall bind the Issuer, but both of y que constituyen un mismo e idéntico instrumento; which shall constitute one and the same instrument; sujeto, empero, a que en caso de duda sobre la provided, however, that, in the case of doubt as to the adecuada interpretación o inteligencia de este proper interpretation or construction of this Note, the Pagaré, el texto en castellano prevalecerá. Spanish text shall be controlling.

EL PRESENTE PAGARÉ SE OTORGA Y HA DE THIS NOTE IS GRANTED AND IS TO BE INTERPRETARSE DE CONFORMIDAD CON LAS INTERPRETED IN ACCORDANCE WITH THE LAWS LEYES DE LA REPÚBLICA DE CHILE OF THE REPUBLIC OF CHILE

EN FE DE LO CUAL, el Suscriptor ha hecho que IN WITNESS WHEREOF, the Issuer has caused this este Pagaré sea suscrito por sus representantes Note to be executed by its duly authorized debidamente autorizados, en el día y año indicados representatives, on the date abovementioned. en su encabezamiento.

[El impuesto de timbres y estampillas que grava este [The stamp tax of this Note, shall be paid for monthly Pagaré se paga por ingresos mensuales de dinero incomes of money in Tesorería General de la República en Tesorería General de la República de Chile, de Chile, pursuant Decree 3.475, Article 15 N°2.][7] según Decreto Ley 3.475, Artículo 15 N° 2.]

Nombre Suscriptor/ Issuer Name: MANTOVERDE S.A. Domicilio Suscriptor/ Issuer’s Adress: [●] RUT Suscriptor / Issuer’s Taxpayer ID: 77.020.457-7 Representantes Legales/ Representatives:

==> picture [483 x 76] intentionally omitted <==

Nombre/ Name: [●] Cédula de Identidad/ Identification Number: [●] Domicilio/ Address:[●]	Nombre/ Name: [●] Cédula de Identidad/ Identification Number: [●] Domicilio/ Address:[●]

7 Filing Instructions: To be inserted only in Notes of local lenders.

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Exhibit A to Part I – Form of Allonge (Change of Due Principal)

HOJA DE PROLONGACIÓN DE PAGARÉ N°[●]	ALLONGE OF NOTE N° [●]
LUGAR DE EMISIÓN: Santiago, República	ISSUANCE PLACE: Santiago, Republic of Chile
de Chile
FECHA DE EMISIÓN: [●]	ISSUANCE DATE: [●
Hoja de prolongación del pagaré N° [●], de fecha	Allonge of note N° [●], dated [●] (the “Note”), issued
[●] (el “Pagaré”), suscrito porMANTOVERDE S.A.,	byMANTOVERDE S.A., a_sociedad anónima_
sociedad anónima cerrada legalmente constituida y	cerrada legally incorporated and existing in
vigente de conformidad a las leyes de la República	accordance with the laws of the Republic Chile,
de Chile, Rol Único Tributario número 77.020.457-	Taxpayer Identification Number 77.020.457-7
7, (en adelante, el “Suscriptor”), a la orden de	(hereinafter, the “Issuer”), to the order of
[ACREEDOR SIN COBERTURA], por la cantidad	[UNCOVERED FACILITY LENDER], for the original
original de capital de US$[●] Dólares.	amount of $[●] Dollars.
En este acto, y por medio de la presente hoja de	In this act, and by means of this allonge sheet (the
prolongación (la “Hoja de Prolongación”), la que	“Allonge Sheet”), which is part of the Note, the
forma parte integrante del Pagaré, se modifica el	described Note is amended in the sense that the
mismo en el sentido de reducir el monto del capital	amount of principal due under the Note is reduced to
adeudado bajo el Pagaré a la suma de US $ [•] ([•]	the sum of US$ [•] ([•] Dollars), and therefore the first
Dólares), y en consecuencia se eliminan los	and second paragraphs of the Note and the chart
párrafos primero y segundo del Pagaré y la tabla	immediately thereafter are deleted and replaced with
inmediatamente siguiente, y se reemplazan por los	the following:
siguientes:

“POR VALOR RECIBIDO, MANTOVERDE S.A. , sociedad anónima cerrada legalmente constituida y vigente de conformidad a las leyes de la República de Chile, Rol Único Tributario número 77.020.4577, domiciliada en [●], comuna de [●], Santiago, Chile (en adelante, el “ Suscriptor ”), declara que debe y pagará incondicionalmente a la orden de [ACREEDOR SIN COBERTURA] (en adelante, el “ Acreedor ”) la cantidad de capital de US $[●] ([●] Dólares), en adelante el “ Capital Adeudado ”.

“FOR VALUE RECEIVED, MANTOVERDE S.A. , a sociedad anónima cerrada legally incorporated and existing in accordance with the laws of the Republic Chile, Taxpayer Identification Number 77.020.457-7, domiciled at [●], [●] borough, Santiago, Chile (hereinafter the “ Issuer ”), declares that it owes and will unconditionally pay to the order of [UNCOVERED FACILITY LENDER] (hereinafter, the “ Lender ”), the principal amount of US $[●] ([●] Dollars), hereinafter the “ Due Principal ”.

AMORTIZACIÓN DEL CAPITAL ADEUDADO .- El Capital Adeudado y de que da cuenta el presente pagaré (el “ Pagaré ”) deberá pagarse en [●] ([●]) cuotas conforme al siguiente programa de amortizaciones (en adelante el “ Programa de Amortizaciones ”):

REPAYMENT OF DUE PRINCIPAL .- The principal owed and evidenced in this note (the “ Note ”) shall be paid in [●] ([●]) installments according to the following repayment program (hereinafter the “ Repayment Program ”):

Cuota	Monto de Capital	Fecha de Pago de	Installme	Principal
	Adeudado	Capital	nt	Repaymen
				t Date
1			1
2			2
3			3
4			4

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5 5
6 6
7 7
8 8
9 9
10 10
11 11
12 12
13 13
14 14
15 15
16 16
17 17
18 18
19 19
20 20
21 21
22 22
23 23
24 24
25 25
26 26
Total US$[●] Total US$[●]
En todo lo demás se mantienen vigentes las Unless expressly agreed herein the other sections of
estipulaciones del Pagaré a que esta Hoja de the Note shall remain in force and fully valid.
Prolongación se refiere.
EN FE DE LO CUAL, el Suscriptor ha hecho que IN WITNESS WHEREOF, the Issuer has caused this
esta Hoja de Prolongación del Pagaré sea suscrita Allonge Sheet of the Note to be executed by its duly
por sus representantes debidamente autorizados, authorized representatives, on the date
en el día y año indicados en su encabezamiento. abovementioned.
Nombre Suscriptor/ Issuer Name: MANTOVERDE S.A.
Domicilio Suscriptor/ Issuer’s Address: [●]
RUT Suscriptor / Issuer’s Taxpayer ID: 77.020.457-7
Representantes Legales/ Representatives :
Nombre/ Name: [●] Nombre/ Name: [●]
Cédula de Identidad/ Identification Number: [●] Cédula de Identidad/ Identification Number: [●]
Domicilio/ Address: [●] Domicilio/ Address: [●]
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Exhibit B to Part I - Form of Allonge (Change of Initial Repayment Date)

HOJA DE PROLONGACIÓN DE PAGARÉ N°[●] ALLONGE OF NOTE N° [●] LUGAR DE EMISIÓN: Santiago, República de ISSUANCE PLACE: Santiago, Republic of Chile Chile FECHA DE EMISIÓN: [●] ISSUANCE DATE: [● Hoja de prolongación del pagaré N° [●], de fecha [●] Allonge of note N° [●], dated [●] (the “ Note ”), (el “ Pagaré ”), suscrito por MANTOVERDE S.A. , issued by MANTOVERDE S.A. , a sociedad sociedad anónima cerrada legalmente constituida y anónima cerrada legally incorporated and vigente de conformidad a las leyes de la República existing in accordance with the laws of the de Chile, Rol Único Tributario número 77.020.457-7, Republic Chile, Taxpayer Identification Number (en adelante, el “ Suscriptor ”), a la orden de 77.020.457-7 (hereinafter, the “ Issuer ”), to the [ACREEDOR SIN COBERTURA] , por la cantidad order of [UNCOVERED FACILITY LENDER] , for original de capital de US$[●] Dólares. the original amount of $[●] Dollars.

Hoja de prolongación del pagaré N° [●], de fecha [●] (el “ Pagaré ”), suscrito por MANTOVERDE S.A. sociedad anónima cerrada legalmente constituida y vigente de conformidad a las leyes de la República de Chile, Rol Único Tributario número 77.020.457-7, (en adelante, el “ Suscriptor ”), a la orden de [ACREEDOR SIN COBERTURA] , por la cantidad original de capital de US$[●] Dólares.

En este acto, y por medio de la presente hoja de prolongación (la “ Hoja de Prolongación ”), la que forma parte integrante del Pagaré, se modifica el mismo en el sentido de modificar la primera Fecha de Pago de Capital, la que corresponderá al día [●], y en consecuencia se elimina el párrafo segundo del Pagaré y la tabla inmediatamente siguiente, y se reemplazan por los siguientes:

In this act, and by means of this allonge sheet (the “ Allonge Sheet ”), which is part of the Note, the described Note is amended in the sense of amending the initial Principal Repayment Date, which will be [●][8] , and therefore the second paragraph of the Note and the chart immediately thereafter are deleted and replaced with the following:

“ AMORTIZACIÓN DEL CAPITAL ADEUDADO .- El Capital Adeudado y de que da cuenta el presente pagaré (el “ Pagaré ”) deberá pagarse en [●] ([●]) cuotas conforme al siguiente programa de amortizaciones (en adelante el “ Programa de Amortizaciones ”):

Cuota	Monto de Capital	Fecha de Pago	Installment	Principal	Principal
	Adeudado	de Capital		Owed	Repayment Date
1			1
2			2
3			3
4			4
5			5
6			6
7			7
8			8
9			9
10			10

8 Filling Instructions : Insert last day of the first Fiscal Quarter immediately following 180 days after the Project Completion Date.

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11 11
12 12
13 13
14 14
15 15
16 16
17 17
18 18
19 19
20 20
21 21
22 22
23 23
24 24
25 25
26 26
Total US$[●] Total US$[●]
En todo lo demás se mantienen vigentes las Unless expressly agreed herein the other sections
estipulaciones del Pagaré a que esta Hoja de of the Note shall remain in force and fully valid.
Prolongación se refiere.
EN FE DE LO CUAL, el Suscriptor ha hecho que esta IN WITNESS WHEREOF, the Issuer has caused
Hoja de Prolongación del Pagaré sea suscrita por sus this Allonge Sheet of the Note to be executed by
representantes debidamente autorizados, en el día y its duly authorized representatives, on the date
año indicados en su encabezamiento. abovementioned.
Nombre Suscriptor/ Issuer Name: MANTOVERDE S.A.
Domicilio Suscriptor/ Issuer’s Address: [●]
RUT Suscriptor / Issuer’s Taxpayer ID: 77.020.457-7
Representantes Legales/ Representatives:
Nombre/ Name: [●] Nombre/ Name: [●]
Cédula de Identidad/ Identification Number: [●] Cédula de Identidad/ Identification Number: [●]
Domicilio/ Address: [●] Domicilio/ Address: [●]
----- End of picture text -----

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Exhibit C to Part I – Form of Allonge (Change of Applicable Margin)

HOJA DE PROLONGACIÓN DE PAGARÉ N°[●]	ALLONGE OF NOTE N° [●]
LUGAR DE EMISIÓN: Santiago, República de Chile	ISSUANCE PLACE: Santiago, Republic of Chile
FECHA DE EMISIÓN: [●]	ISSUANCE DATE: [●
Hoja de prolongación del pagaré N° [●], de fecha [●] (el “Pagaré”), suscrito porMANTOVERDE S.A., sociedad anónima cerrada legalmente constituida y vigente de conformidad a las leyes de la República de Chile, Rol Único Tributario número 77.020.457-7, (en adelante, el “Suscriptor”), a la orden de [ACREEDOR SIN COBERTURA], por la cantidad original de capital de US$[●] Dólares.	Allonge of note N° [●], dated [●] (the “Note”), issued byMANTOVERDE S.A., a_sociedad_ _anónima cerrada_legally incorporated and existing in accordance with the laws of the Republic Chile, Taxpayer Identification Number 77.020.457-7 (hereinafter, the “Issuer”), to the order of[UNCOVERED FACILITY LENDER], for the original amount of $[●] Dollars.
En este acto, y por medio de la presente hoja de prolongación (la “Hoja de Prolongación”), la que forma parte integrante del Pagaré, se modifica el mismo en el sentido de reemplazar la definición de “Margen Aplicable”. En consecuencia, se elimina la sección pertinente del Pagaré, y se reemplaza íntegramentepor la siguiente definición:	In this act, and by means of this allonge sheet (the “Allonge Sheet”), which is part of the Note, the described Note is amended in the sense of replacing the definition of “Applicable Margin”. Therefore, the relevant section of the Note is deleted and replaced with the following:
“Margen Aplicable” es [●]% anual.	“Applicable Margin” is [●]% per annum.910
La referida modificación en la definición deMargen Aplicablese aplicará a contar de la fecha de esta Hoja de Prolongación.	The amendment to the definition ofApplicable Marginwill be applicable from the date of this allonge Sheet.
En todo lo demás se mantienen vigentes las estipulaciones del Pagaré a que esta Hoja de Prolongación se refiere.	Unless expressly agreed herein the other sections of the Note shall remain in force and fully valid.
EN FE DE LO CUAL, el Suscriptor ha hecho que esta Hoja de Prolongación del Pagaré sea suscrita por sus representantes debidamente autorizados, en el día y año indicados en su encabezamiento.	IN WITNESS WHEREOF, the Issuer has caused this Allonge Sheet of the Note to be executed by its duly authorized representatives, on the date abovementioned.
Nombre Suscriptor/ Issuer Name: MANTOVERDE S.A. Domicilio Suscriptor/ Issuer’s Address:[●] RUT Suscriptor / Issuer’s Taxpayer ID:77.020.457-7 Representantes Legales/ Representatives:

Nombre/ Name: [●] Cédula de Identidad/ Identification Number: [●] Domicilio/ Address: [●]	Nombre/ Name: [●] Cédula de Identidad/ Identification Number: [●] Domicilio/ Address: [●]

9 Filing Instructions: Upon Occurrence of Project Completion Date, insert “Applicable Margin” of 3.50%.

10 Filing Instructions: Upon Occurrence of seventh anniversary of Financial Closing, insert “Applicable Margin” of 3.75%.

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Part II – Finnvera Covered Facility Agreement Form of Note

			PROMISSORY NOTE N°[●]	PROMISSORY NOTE N°[●]	PROMISSORY NOTE N°[●]	PROMISSORY NOTE N°[●]
PAGARÉ N°[●]

LUGAR DE EMISIÓN: Santiago, República de			PLACE OF ISSUE: Santiago, Republic of Chile.
Chile.
FECHA DE EMISIÓN: [●]			DATE OF ISSUE: [●].
POR VALOR RECIBIDO, MANTOVERDE S.A.,			FOR VALUE RECEIVED, MANTOVERDE S.A., a _sociedad anónima cerrada_legally incorporated and existing in accordance with the laws of the Republic Chile, Taxpayer Identification Number 77.020.457-7, domiciled at [●], [●] borough, Santiago, Chile (hereinafter the “Issuer”), declares that it owes and will unconditionally pay to the order of[FINNVERA COVERED FACILITY LENDER](hereinafter, the “Lender”), the principal amount of US $[●] ([●] Dollars), hereinafter the “Due Principal”11.
sociedad anónima cerrada legalmente constituida y
vigente de conformidad a las leyes de la República
de Chile, Rol Único Tributario número 77.020.457-7,
domiciliada en [●], comuna de [●], Santiago, Chile
(en adelante, el “Suscriptor”), declara que debe y
pagará incondicionalmente a la orden de
[ACREEDOR CON COBERTURA FINNVERA](en
adelante, el “Acreedor”) la cantidad de capital de
US $[●] ([●] Dólares), en adelante el “Capital
Adeudado”.
AMORTIZACIÓN DEL CAPITAL ADEUDADO.- El			REPAYMENT OF DUE PRINCIPAL.- The principal owed and evidenced in this note (the “Note”) shall be paid in [●] ([●])12installments according to the following repayment program (hereinafter the “Repayment Program”):
Capital Adeudado y de que da cuenta el presente
pagaré (el “Pagaré”) deberá pagarse en [●] ([●])
cuotas conforme al siguiente programa de
amortizaciones (en adelante		el “Programa de
Amortizaciones”):
Cuota	Monto de Capital Adeudado	Fecha de Pago de Capital	In	stallment	Principal Owed	Principal Repayment Date13
1				1
2				2
3				3
4				4
5				5
6				6

Cuota	Monto de Capital	Fecha de Pago de	Installment	Principal
	Adeudado	Capital		Repayment Date13
1			1
2			2
3			3
4			4
5			5
6			6

11 Filing Instructions: In case of a reduction of the Due Principal due to a partial repayment or a partial assignment of an Finnvera Covered Facility Loan, an allonge in terms substantially similar to Exhibit A to Part II hereto should be executed by the Borrower in respect to each note and delivered to the Onshore Collateral Agent with signatures dully authorized by a notary public.

12 Filing instructions: Insert number of installments in accordance with Schedule C (Repayment Schedule) of the Finnvera Covered Facility Agreement.

13 Filing Instructions: At the time of executing the Note, the repayment program should include as first Principal Repayment Date September 30, 2024. If the last day of the first Fiscal Quarter immediately following 180 days after the Project Completion Date occurs before such date, an allonge in terms substantially similar to Exhibit B to Part II hereto should be executed by the Borrower in respect to each note and delivered to the Onshore Collateral Agent with signatures dully authorized by a notary public.

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7				7
8				8
9				9
10				10
11				11
12				12
13				13
14				14
15				15
16				16
17				17
18				18
19				19
20				20
21				21
22				22
23				23
24				24
25				25
26				26
27				27
28				28
29				29
30				30
31				31
32				32
33				33
34				34
	Total	US$[●]			Total	US$[●]
Cada una de las fechas de pago de capital indicadas en el Programa de Amortizaciones se denominará en adelante una “Fecha de Pago de Capital”.			Hereinafter, each of the principal payment dates set forth in the Repayment Program, denominated a “Principal Repayment Date”.
Si cualquier Fecha de Pago de Capital no fuere un Día Hábil, se entenderá extendida al Día Hábil siguiente, salvo que después de la Fecha de Pago de Capital no existiere Día Hábil alguno dentro del mismo mes, en cuyo caso el pago deberá efectuarse el Día Hábil inmediatamente anterior a la Fecha de Pago de Capital.			If a Principal Repayment Date falls on a day which is not a Business Day, the corresponding payment shall instead occur on the next Business Day in that calendar month (if there is one) or the immediately preceding Business Day (if there is not).

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INTERESES.- El Suscriptor se obliga INTEREST.- The Issuer undertakes unconditionally the incondicionalmente a pagar intereses sobre el saldo obligation to pay interests on the outstanding amount of insoluto del Capital Adeudado de este Pagaré, a the Due Principal of this Note, from this date and until the contar de esta fecha y hasta la fecha de su pago date of its full and effective payment at an interest rate íntegro y efectivo a una tasa de interés igual al equal to the sum of (i) LIBOR (as defined below) and (ii) resultado de sumar la Tasa LIBO (definida más the Applicable Margin (as defined below) (hereinafter, adelante) más el Margen Aplicable (según éste se LIBOR plus the Applicable Margin, the “ Interest Rate ”). define más adelante) (en adelante, la Tasa LIBO más el Margen Aplicable, la “ Tasa de Interés ”).

“ Margen Aplicable ” es 1,65% anual. “ Applicable Margin ” is 1.65% per annum.

Para los efectos de este Pagaré, se entiende por For the purpose of this Note, for each Interest Period (as “ Tasa LIBO ” para cada Período de Interés defined below) “ LIBOR ” shall mean the “ Screen Rate ”, (definido más adelante), la “ Tasa Publicada ”, which is the annual rate of the London interbank offered consistente en la tasa anual de oferta del mercado rate administered by ICE Benchmark Administration interbancario de Londres administrada por ICE Limited (or any other person which takes over the Benchmark Administration Limited (o la entidad administration of that rate) displayed (before any que la reemplace en la administración de dicha correction, recalculation or republication by the tasa) mostrada (antes de cualquier corrección, administrator) in the page LIBOR01 of the Thomson nuevo cálculo o nueva publicación por parte del Reuters screen (or any replacement Thomson Reuters administrador) en la página LIBOR01 de la page which displays that rate) for Dollar deposits and for pantalla Thomson Reuters (o aquella otra página a period equal in length to the Interest Period for which de reemplazo de la pantalla Thomson Reuters que the rate is being calculated, or on the appropriate page muestre esa tasa) para depósitos en Dólares con of such other information service which publishes that fechas de vencimiento comparables al Período de rate from time to time in place of Thomson Reuters, or if Interés para el cual la tasa está siendo such page or service ceases to be available, a page or determinada, o en la pantalla de aquel otro service displaying the relevant rate specified by the ECA servicio que reemplace a Thomson Reuters como Agent for Dollar deposits for a period equal in length to servidor de información para el propósito de the corresponding Interest Period, as of 10:00 a.m. New publicar dicha tasa, o, si dicha página o servicio York, United States of America time on the Quotation deja de estar disponible, aquella página o servicio Date. que muestre la tasa pertinente y que el Agente ECA especifique, para depósitos en Dólares y con una fecha de vencimiento igual al Período de Interés en cuestión, determinada a las 10:00 a.m. hora de Nueva York, Estados Unidos de América, de la Fecha de Determinación de Intereses.

En caso de no estar disponible la Tasa Publicada If no Screen Rate is available for the relevant Interest para un Período de Interés, se entenderá por Tasa Period, the applicable LIBOR shall be the “ Interpolated LIBOR la “ Tasa Publicada Interpolada ” para ese Screen Rate ” for that Interest Period (rounded to the Período de Interés (redondeada al mismo número same number of decimal places as the two relevant de decimales que las dos Tasas Publicadas Screen Rates), which results from interpolating on a relevantes), que corresponde al resultado de la linear basis between / a / the applicable Screen Rate for interpolación sobre una base lineal entre / a / la the longest period (for which that Screen Rate is Tasa Publicada aplicable al período más largo available) which is less than such Interest Period, and; (durante el cual dicha Tasa Publicada estuvo / b / the applicable Screen Rate for the shortest period (for disponible), que sea menor al Período de Interés which that Screen Rate is available) which exceeds such en cuestión, y / b / la Tasa Publicada aplicable al Interest Period of the Note, each as of 10:00 a.m. New período más corto (durante el cual dicha Tasa York, United States of America, time on the Publicada estuvo disponible), que exceda al corresponding Quotation Date Período de Interés en cuestión; ambas consideradas a las 10:00 a.m. hora de Nueva

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York, Estados Unidos de América de la Fecha de Determinación de Intereses respectiva.

Si la Tasa Publicada / i / no está disponible para If no Screen Rate is available / i / for Dollars, or / ii / for the Dólares, o / ii / no está disponible para el Período corresponding Interest Period, and it is not possible to de Interés en cuestión y no es posible calcular la calculate the Interpolated Screen Rate, the applicable Tasa Publicada Interpolada, se entenderá por LIBOR shall be the “ Base Reference Bank Rate ”, which Tasa LIBOR para ese Período de Interés la “ Tasa is the arithmetic mean of the rates supplied to the ECA Referencial Bancaria ”, que es el promedio de las Agent by the Reference Banks, rounded upwards to four cotizaciones ofrecidas al Agente ECA por los decimal places, for Dollar deposits in London’s Interbank Bancos de Referencia, redondeadas al alza a Market, and for a period equal in length to the hasta cuatro cifras decimales, para depósitos en corresponding Interest Period, as of 10:00 a.m. New Dólares en el mercado interbancario de Londres, York time on the corresponding Quotation Day. con vencimiento comparable con el Período de Interés en cuestión, determinada a las 10:00 a.m (hora de Nueva York) de la Fecha de Determinación de Intereses respectiva.

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la fecha de su vencimiento o a la fecha en que el (whether prior to its stated maturity or otherwise) and/or mismo sea declarado exigible o pagadero (en caso (ii) any Due Principal of this Note within three (3) de ser anterior a su fecha de vencimiento); y/o (ii) Business Days of the date when the same becomes or del Capital Adeudado bajo este Pagaré dentro de los shall be declared to be due and payable (whether prior tres Días Hábiles siguientes a la fecha de su to its stated maturity or otherwise). In such cases, the vencimiento o a la fecha en que el mismo sea applicable Interest Rate will be increased by a 2.00% declarado exigible o pagadero (en caso de ser from the date in which occurs the arrears or simple delay anterior a su fecha de vencimiento). En estos casos, occur. la Tasa de Interés aplicable se incrementará en un 2,00% a contar de la fecha en que ocurra la mora o el simple retardo y hasta la fecha de su pago íntegro y efectivo.

Si cualquier Periodo de Interés terminare en un If an Interest Period would otherwise end on a day which día que no es un Día Hábil, dicho Periodo de is not a Business Day, such Interest Period shall end on Interés se extenderá hasta el Día Hábil the next Business Day in that calendar month (if there is inmediatamente siguiente a menos que el one) or the immediately preceding Business Day (if there resultado de dicha extensión fuere extender dicho is not). Periodo de Interés a un nuevo mes, en cuyo caso Any Interest Period for this Note that would otherwise dicho Periodo de Interés terminará en el Día Hábil extend beyond the Final Maturity Date shall end on the inmediatamente anterior. Final Maturity Date.

Cualquier período de Interés de este Pagaré que de otra forma se extendería más allá de la Última Fecha de Vencimiento, terminará en la Última Fecha de Vencimiento.

NATIXIS, ABA# [●], SWIFT ID: [●], Cuenta No. [●], Nombre: [●], Atención: [●], Referencia: [●].

El Suscriptor pagará al portador de este Pagaré, al The Issuer shall pay on written demand to the holder mero requerimiento escrito, todos los costos y hereof, all costs and expenses, if any, which it may have gastos, si existieren, en que éste haya incurrido con incurred in connection with the enforcement of this Note, motivo del cobro forzado de este Pagaré (including, without limitation, reasonable counsel fees (incluyendo, sin limitación, honorarios y gastos and expenses). razonables de abogados).

14 Filing Instructions: Insert information of account designated by the ECA Agent.

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IMPUESTOS. Todos los pagos bajo el presente TAXES. All payments regarding this Note shall be made Pagaré serán libres de y sin deducción o retención free and clear of, and without deduction or withholding alguna de cualquier impuesto, de timbres o for any taxes or all present or future stamp or documentarios o cualquier otro impuesto, carga o documentary taxes or any other excise or property taxes, tributo similar, sea presente o futuro, que se charges or similar levies arising out of or from any devengue a causa de cualquier pago que se efectúe payment made, or under this Note, or from the execution, conforme a este Pagaré o con motivo de la delivery or enforcement of, or otherwise with respect to, suscripción, entrega, registro, o que se genere de this Note (including, without limitation, any taxes cualquier otra manera respecto a, este Pagaré imposed by any jurisdiction on amounts payable under (incluyendo, sin limitación, cualquier impuesto this Note) imposed on or paid by the holder hereof and pagadero en cualquier jurisdicción sobre las sumas any liability (including penalties, interest and expenses) pagaderas bajo este Pagaré) impuestas al, o que arising therefrom or with respect thereto (" Taxes "), other haya pagado el portador del mismo y cualquier than Excluded Taxes. responsabilidad (incluyendo multas, intereses y gastos) que se deriven de, o con respecto a, ello ( "Impuestos "), distintos de los Impuestos Excluidos.

Si al Suscriptor o al portador de este Pagaré les If the Issuer or the holder hereof were required by fuere requerido por la ley aplicable efectuar applicable law to deduct any Taxes (other than Excluded cualquier deducción de Impuestos (distintos a Taxes) from or in respect of any sum payable hereunder, Impuestos Excluidos) por o con respecto a, (a) the sum payable shall be increased by the Issuer as cualquier suma pagadera conforme a este Pagaré, may be necessary so that after making the required (a) la suma debida y que ha de ser pagada se deductions (including deductions applicable to additional incrementará por el monto necesario de manera que sums payable under this Note) the holder hereof luego de efectuadas las deducciones requeridas receives an amount equal to the sum it would have (incluyendo aquellas deducciones aplicables a las received had no such deductions been made, (b) the sumas adicionales pagaderas bajo este Pagaré) el Issuer shall make such deductions, and (c) the Issuer portador de este Pagaré reciba una suma neta igual shall pay the full amount deducted to the relevant a la suma que habría recibido si dicha deducción no governmental authority in accordance with applicable hubiere sido hecha, (b) el Suscriptor efectuará dicha law. deducción, y (c) el Suscriptor pagará la suma total deducida a la autoridad gubernamental pertinente según corresponda conforme a la ley aplicable. DEFINICIONES DEFINITIONS “Agente Administrativo” significa MUFG Bank, “Administrative Agent” means MUFG Bank, Ltd. Ltd. junto con sus sucesores y asignatarios together with its successors and permitted assignees. autorizados. “ Agente ECA ” significa NATIXIS junto con sus “ ECA Agent ” means NATIXIS together with its sucesores y asignatarios autorizados successors and permitted assignees. “Bancos de Referencia” significa el Agente “ Reference Banks ” means the Administrative Agent. Administrativo y dos bancos designados por el and two banks as designated by the ECA Agent in Agente ECA, previa consulta al Suscriptor. consultation with the Issuer. “ Día Hábil ” significa cualquier día excepto los “ Business Day ” means any day, other than a Saturday, Sábados, Domingos y cualquier feriado legal o día Sunday or statutory holiday in any one of Santiago de en que las instituciones bancarias estén Chile, Chile, Sydney, Australia, New York City, New York

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autorizadas u obligadas a cerrar por ley u otra (USA), Tokyo, Japan, Paris, France, Amsterdam, acción gubernamental, en cualquiera de las Netherlands, Brussels, Belgium, Helsinki, Finland or ciudades de Santiago, Chile, Sídney, Australia, London, England or a day on which banks are generally Nueva York, Estados Unidos América, Tokio, closed in any one of those cities. Japón, París, Francia, Ámsterdam, Países Bajos, Bruselas, Bélgica, Helsinki, Finlandia o Londres, Inglaterra.

“ Fecha de Determinación de Intereses ” significa el “ Quotation Date ” means two Business Days before the segundo Día Hábil anterior al comienzo del first day of the Interest Period for which the LIBOR is Período de Interés para el cual la Tasa LIBOR being calculated, unless market practice differs in the esté siendo determinada, a menos que la práctica London interbank market for dollars, in which case the en el mercado interbancario de Londres para Quotation Date for that currency shall be determined by Dólares sea diferente, en cuyo caso la Fecha de the ECA Agent in accordance with market practice in the Determinación de Intereses será determinado por el London interbank market. Agente ECA de conformidad con la práctica del mercado interbancario de Londres.

(a) Taxes imposed on or calculated by reference to its (a) Impuestos establecidos o calculados sobre la net income (however denominated), received or renta neta (cualquiera que sea su denominación), receivable, imposed on it, by each jurisdiction (or any percibida o devengada, establecidos por la political subdivision thereof) (i) under the laws of which jurisdicción (o cualquier subdivisión política de la such person is organized or is treated as resident for tax misma) (i) bajo cuyas leyes está constituida dicha purposes, or (ii) in which its applicable lending office is persona o sea residente para efectos tributarios, o located, in respect of amounts received or receivable in (ii) en la que mantenga la oficina que es titular del that jurisdiction; crédito de que da cuenta este instrumento, con (b) unless a default has occurred and is continuing in respecto a las cantidades percibidas o devengadas connection with any of the obligations of the Issuer under en tal jurisdicción; this Note, any withholding Taxes required to be deducted (b) mientras no se haya producido y se mantenga or withheld by the Issuer on a payment of interest in vigente un incumplimiento de cualquiera de las excess of the Chilean Preferential Tax Deduction, if on obligaciones del Suscriptor bajo el presente Pagaré, the relevant Interest Payment Date the payment could cualquier Impuesto de retención aplicado en Chile have been made to the holder of the Note with the respecto de cualquier pago de interés bajo este Chilean Preferential Tax Deduction if the holder of the Pagaré en exceso de la Retención Tributaria Note had been a Qualifying Lender but on that date that Preferente en Chile, si en la Fecha de Pago de holder is not or has ceased to be a Qualifying Lender Intereses correspondiente, el pago pudiera haberse (other than in the case that (i) the Lender has ceased to hecho al portador del Pagaré con la Retención be a Qualifying Lender, or the Chilean Preferential Tax Tributaria Preferente en Chile por haber sido el Deduction rate has been amended or modified, due to portador un Prestamista Calificado, pero en dicha changes in tax laws, regulations or administrative fecha el portador no fuere o hubiere dejado de ser interpretations, or (ii) in the case of assignment, transfer un Prestamista Calificado (excepto (i) si el portador or sub-participation of this Note at a time when an event hubiere dejado de ser un Prestamista Calificado o la of default exists and is continuing). retención Tributaria Preferente en Chile hubiere sido c) Where the holder of the Note (i) is treated as a resident modificada, debido a cambios en las leyes of a jurisdiction having a double taxation agreement with tributarias, regulaciones o interpretaciones the Republic of Chile, which makes provision for full administrativas, o (ii) en caso de cesión, exemption from, or a reduction in, tax imposed by Chile

R23

transferencia o subparticipación de este Pagaré con on interest payment, (ii) does not carry on a business in posterioridad a que el Suscriptor hubiere incurrido Chile through a permanent establishment with which that en un incumplimiento, que continúe en el tiempo, de person’s participation in this loan is effectively cualquiera de sus obligaciones bajo el presente connected, and (iii) meets all other conditions in the Pagaré). relevant treaty for full exemption from, or reduction in, withholding tax imposed by Chile on payments of (c) Si el portador del Pagaré (i) es considerado interest, taxes imposed by Chile to the extent that the residente de un país que tenga un convenio de doble Issuer is able to demonstrate that the payment could tributación vigente con Chile, que otorgue una have been made to the holder without such tax exención total o reducción parcial de los impuestos deduction, or with a tax deduction at a reduced rate, had que gravan el pago de intereses (ii) no desarrolla that person complied with procedural formalities actividades en Chile a través de un establecimiento necessary to benefit from the double taxation treaty with; permanente que tenga relación con el crédito de que and da cuenta este instrumento, y (iii) cumple con todas las condiciones establecidas en el referido convenio (d) any Taxes imposed by the United States of America para beneficiarse de una exención total o una under the Foreign Account Tax Compliance Act of the reducción parcial del impuesto que grava el pago de United States of America (FATCA) or its related or intereses en Chile, las retenciones o deducciones implementing regulations. tributarias por concepto de Impuesto establecidos por Chile en la medida en que el Suscriptor pueda demostrar que el pago pudo haberse realizado al portador de este Pagaré sin tales deducciones tributarias, o con una deducción tributaria a una tasa reducida, si dicho acreedor hubiera cumplido con las formalidades procedimentales necesarias para beneficiarse del convenio de doble tributación respectivo; y

(d) cualquier Impuesto establecido por los Estados Unidos de América bajo el Foreign Account Tax Compliance Act (FATCA) o sus regulaciones relacionadas o de implementación.

" Prestamista Calificado " significa un acreedor o " Qualifying Lender " means a foreign lender to the prestamista extranjero en la medida que dicho extent that such foreign lender is a qualifying foreign or prestamista extranjero califique como un banco international bank or foreign financial institution subject extranjero o internacional o una institución to the provisions of Article 59 No. 1 letter (b) of the financiera extranjera sujeta a las disposiciones del Chilean Income Tax Law and as instructed by the Artículo 59 No. 1 letra (b) de la Ley de Impuesto a Chilean Internal Revenue Service (Servicio de la Renta de Chile y según las instrucciones Impuestos Internos) dictadas por el Servicio de Impuestos Internos de Chile

R24

“ Última Fecha de Vencimiento ” significa [_]. “ Final Maturity Date ” means [_].[15]

15 Filing Instructions: Insert information of in accordance to corresponding Facility Agreement.

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==> picture [483 x 76] intentionally omitted <==

Nombre/ Name: [●] Cédula de Identidad/ Identification Number: [●] Domicilio/ Address:[●]	Nombre/ Name: [●] Cédula de Identidad/ Identification Number: [●] Domicilio/ Address:[●]

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Exhibit A to Part II – Form of Allonge (Change of Due Principal)

HOJA DE PROLONGACIÓN DE PAGARÉ N°[●]	HOJA DE PROLONGACIÓN DE PAGARÉ N°[●]	HOJA DE PROLONGACIÓN DE PAGARÉ N°[●]	ALLONGE OF NOTE N° [●]	ALLONGE OF NOTE N° [●]	ALLONGE OF NOTE N° [●]	ALLONGE OF NOTE N° [●]
LUGAR DE EMISIÓN: Santiago, República de Chile			ISSUANCE PLACE: Santiago, Republic of Chile
FECHA DE EMISIÓN: [●]			ISSUANCE DATE: [●]
Hoja de prolongación del pagaré N° [●], de fecha [●] (el “Pagaré”), suscrito porMANTOVERDE S.A., sociedad anónima cerrada legalmente constituida y vigente de conformidad a las leyes de la República de Chile, Rol Único Tributario número 77.020.457-7, (en adelante, el “Suscriptor”), a la orden de [ACREEDOR CON COBERTURA FINVERA], por la cantidad original de capital de US$[●] Dólares.			Allonge of note N° [●], dated [●] (the “Note”), issued byMANTOVERDE S.A., a sociedad anónima cerrada legally incorporated and existing in accordance with the laws of the Republic Chile, Taxpayer Identification Number 77.020.457-7 (hereinafter, the “Issuer”), to the order of[FINNVERA COVERED FACILITY LENDER], for the original amount of $[●] Dollars.
En este acto, y por medio de la presente hoja de prolongación (la “Hoja de Prolongación”), la que forma parte integrante del Pagaré, se modifica el mismo en el sentido de reducir el monto del capital adeudado bajo el Pagaré a la suma de US $ [•] ([•] Dólares), y en consecuencia se eliminan los párrafos primero y segundo del Pagaré y la tabla inmediatamente siguiente, y se reemplazan por los siguientes:			In this act, and by means of this allonge sheet (the “Allonge Sheet”), which is part of the Note, the described Note is amended in the sense that the amount of principal due under the Note is reduced to the sum of US$ [•] ([•] Dollars), and therefore the first and second paragraphs of the Note and the chart immediately thereafter are deleted and replaced with the following:
“POR VALOR RECIBIDO, MANTOVERDE S.A., sociedad anónima cerrada legalmente constituida y vigente de conformidad a las leyes de la República de Chile, Rol Único Tributario número 77.020.457-7, domiciliada en [●], comuna de [●], Santiago, Chile (en adelante, el “Suscriptor”), declara que debe y pagará incondicionalmente a la orden de [ACREEDOR CON COBERTURA FINVERA](en adelante, el “Acreedor”) la cantidad de capital de US $[●] ([●] Dólares), en adelante el “Capital Adeudado”.			“FOR VALUE RECEIVED, MANTOVERDE S.A., a_sociedad anónima cerrada_legally incorporated and existing in accordance with the laws of the Republic Chile, Taxpayer Identification Number 77.020.457-7, domiciled at [●], [●] borough, Santiago, Chile (hereinafter the “Issuer”), declares that it owes and will unconditionally pay to the order of[FINNVERA COVERED FACILITY LENDER](hereinafter, the “Lender”), the principal amount of US $[●] ([●] Dollars), hereinafter the “Due Principal”.
AMORTIZACIÓN DEL CAPITAL ADEUDADO.- El Capital Adeudado y de que da cuenta el presente pagaré (el “Pagaré”) deberá pagarse en [●] ([●]) cuotas conforme al siguiente programa de amortizaciones (en adelante el “Programa de Amortizaciones”):			REPAYMENT OF DUE PRINCIPAL.- The principal owed and evidenced in this note (the “Note”) shall be paid in [●] ([●]) installments according to the following repayment program (hereinafter the “Repayment Program”):
Cuota	Monto de Capital Adeudado	Fecha de Pago de Capital	I	nstallment	Principal Owed	Principal Repaymen Date	t
1				1

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2				2
3				3
4				4
5				5
6				6
7				7
8				8
9				9
10				10
11				11
12				12
13				13
14				14
15				15
16				16
17				17
18				18
19				19
20				20
21				21
22				22
23				23
24				24
25				25
26				26
27				27
28				28
29				29
30				30
31				31
32				32
33				33
34				34
	Total	US$[●]			Total	US$[●]
En todo lo demás se mantienen vigentes las estipulaciones del Pagaré a que esta Hoja de Prolongación se refiere.			Unless expressly agreed herein the other sections of the Note shall remain in force and fully valid.
EN FE DE LO CUAL, el Suscriptor ha hecho que esta Hoja de Prolongación del Pagaré sea suscrita por			IN WITNESS WHEREOF, the Issuer has caused this Allonge Sheet of the Note to be executed by its duly authorized

R28

sus representantes debidamente autorizados, en el día y año indicados en su encabezamiento.	representatives, on the date abovementioned.
Nombre Suscriptor/ Issuer Name: MANTOVERDE S.A. Domicilio Suscriptor/ Issuer’s Address:[●] RUT Suscriptor / Issuer’s Taxpayer ID:77.020.457-7 Representantes Legales/ Representatives:

Nombre/ Name: [●] Cédula de Identidad/ Identification Number: [●] Domicilio/ Address: [●]	Nombre/ Name: [●] Cédula de Identidad/ Identification Number: [●] Domicilio/ Address: [●]

R29

Exhibit B to Part II - Form of Allonge (Change of Initial Repayment Date)

HOJA DE PROLONGACIÓN DE PAGARÉ N°[●]	HOJA DE PROLONGACIÓN DE PAGARÉ N°[●]	HOJA DE PROLONGACIÓN DE PAGARÉ N°[●]	ALLONGE OF NOTE N° [●]	ALLONGE OF NOTE N° [●]	ALLONGE OF NOTE N° [●]
LUGAR DE EMISIÓN: Santiago, República de Chile			ISSUANCE PLACE: Santiago, Republic of Chile
FECHA DE EMISIÓN: [●]			ISSUANCE DATE: [●]
Hoja de prolongación del pagaré N° [●], de fecha [●] (el “Pagaré”), suscrito porMANTOVERDE S.A., sociedad anónima cerrada legalmente constituida y vigente de conformidad a las leyes de la República de Chile, Rol Único Tributario número 77.020.457-7, (en adelante, el “Suscriptor”), a la orden de[ACREEDOR CON COBERTURA FINVERA], por la cantidad original de capital de US$[●] Dólares.			Allonge of note N° [●], dated [●] (the “Note”), issued byMANTOVERDE S.A., a_sociedad_ _anónima cerrada_legally incorporated and existing in accordance with the laws of the Republic Chile, Taxpayer Identification Number 77.020.457-7 (hereinafter, the “Issuer”), to the order of[FINNVERA COVERED FACILITY LENDER], for the original amount of $[●] Dollars.
En este acto, y por medio de la presente hoja de prolongación (la “Hoja de Prolongación”), la que forma parte integrante del Pagaré, se modifica el mismo en el sentido de modificar la primera Fecha de Pago de Capital, la que corresponderá al día [●], y en consecuencia se elimina el párrafo segundo del Pagaré y la tabla inmediatamente siguiente, y se reemplazan por los siguientes:			In this act, and by means of this allonge sheet (the “Allonge Sheet”), which is part of the Note, the described Note is amended in the sense of amending the initial Principal Repayment Date, which will be [●]16, and therefore the second paragraph of the Note and the chart immediately thereafter are deleted and replaced with the following:
“AMORTIZACIÓN DEL CAPITAL ADEUDADO.- El Capital Adeudado y de que da cuenta el presente pagaré (el “Pagaré”) deberá pagarse en [●] ([●]) cuotas conforme al siguiente programa de amortizaciones (en adelante el “Programa de Amortizaciones”):			REPAYMENT OF DUE PRINCIPAL.- The principal owed and evidenced in this note (the “Note”) shall be paid in [●] ([●]) installments according to the following repayment program (hereinafter the “Repayment Program”):
Cuota	Monto de Capital Adeudado	Fecha de Pago de Capital	Installment	Principal Owed	Principal Repayment Date
1			1
2			2
3			3
4			4
5			5
6			6
7			7
8			8

16 Filling Instructions : Insert last day of the first Fiscal Quarter immediately following 180 days after the Project Completion Date.

R30

9			9
10			10
11			11
12			12
13			13
14			14
15			15
16			16
17			17
18			18
19			19
20			20
21			21
22			22
23			23
24			24
25			25
26			26
27			27
28			28
29			29
30			30
31			31
32			32
33			33
34			34
	Total	US$[●]		Total	US$[●]
En todo lo demás se mantienen vigentes las estipulaciones del Pagaré a que esta Hoja de Prolongación se refiere.			Unless expressly agreed herein the other sections of the Note shall remain in force and fully valid.
EN FE DE LO CUAL, el Suscriptor ha hecho que esta Hoja de Prolongación del Pagaré sea suscrita por sus representantes debidamente autorizados, en el día y año indicados en su encabezamiento.			IN WITNESS WHEREOF, the Issuer has caused this Allonge Sheet of the Note to be executed by its duly authorized representatives, on the date abovementioned.
Nombre Suscriptor/ Issuer Name: MANTOVERDE S.A. Domicilio Suscriptor/ Issuer’s Address:[●] RUT Suscriptor / Issuer’s Taxpayer ID:77.020.457-7 Representantes Legales/ Representatives:

R31

==> picture [227 x 59] intentionally omitted <==

Nombre/ Name: [●]	Nombre/ Name: [●]
Cédula de Identidad/ Identification Number: [●]	Cédula de Identidad/ Identification
Domicilio/ Address: [●]	Number: [●]
	Domicilio/ Address: [●]

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Part III – ECA Direct Facility Agreement Form of Note

			PROMISSORY NOTE N°[●]	PROMISSORY NOTE N°[●]	PROMISSORY NOTE N°[●]	PROMISSORY NOTE N°[●]
PAGARÉ N°[●]

LUGAR DE EMISIÓN: Santiago, República de			PLACE OF ISSUE: Santiago, Republic of Chile.
Chile.
FECHA DE EMISIÓN: [●]			DATE OF ISSUE: [●].
POR VALOR RECIBIDO, MANTOVERDE S.A.,			FOR VALUE RECEIVED, MANTOVERDE S.A., a _sociedad anónima cerrada_legally incorporated and existing in accordance with the laws of the Republic Chile, Taxpayer Identification Number 77.020.457-7, domiciled at [●], [●] borough, Santiago, Chile (hereinafter the “Issuer”), declares that it owes and will unconditionally pay to the order of[ECA DIRECT FACILITY LENDER](hereinafter, the “Lender”), the principal amount of US $[●] ([●] Dollars), hereinafter the “Due Principal”17.
sociedad anónima cerrada legalmente constituida y
vigente de conformidad a las leyes de la República
de Chile, Rol Único Tributario número 77.020.457-7,
domiciliada en [●], comuna de [●], Santiago, Chile
(en adelante, el “Suscriptor”), declara que debe y
pagará incondicionalmente a la orden de[ECA
DIRECT FACILITY LENDER](en adelante, el
“Acreedor”) la cantidad de capital de US $[●]
([●] Dólares), en adelante el “Capital Adeudado”.
AMORTIZACIÓN DEL CAPITAL ADEUDADO.- El			REPAYMENT OF DUE PRINCIPAL.- The principal owed and evidenced in this note (the “Note”) shall be paid in [●] ([●])18installments according to the following repayment program (hereinafter the “Repayment Program”):
Capital Adeudado y de que da cuenta el presente
pagaré (el “Pagaré”) deberá pagarse en [●] ([●])
cuotas conforme al siguiente programa de
amortizaciones (en adelante		el “Programa de
Amortizaciones”):
Cuota	Monto de Capital Adeudado	Fecha de Pago de Capital	In	stallment	Principal Owed	Principal Repayment Date19
1				1
2				2
3				3
4				4
5				5
6				6
7				7

AMORTIZACIÓN DEL	AMORTIZACIÓN DEL	AMORTIZACIÓN DEL	AMORTIZACIÓN DEL	CAPITAL ADEUDADO.- El	CAPITAL ADEUDADO.- El	CAPITAL ADEUDADO.- El	CAPITAL ADEUDADO.- El	CAPITAL ADEUDADO.- El	REPAYMENT	REPAYMENT	OF DUE PRINCIPAL.- The principal	OF DUE PRINCIPAL.- The principal
Capital Adeudado y de				que da		cuenta el presente			owed and evidenced in this note			(the “Note”) shall be
pagaré (el “Pagaré”) deberá					pagarse en [●] ([●])				paid in [●] ([●])18installments according to the following
cuotas		conforme al		siguiente			programa	de	repayment program (hereinafter the “Repayment
amortizaciones (en adelante						el	“Programa	de	Program”):
Amortizaciones”):
	Cuota		Monto de Capital			Fecha de Pago de			Installment		Principal Owed	Principal
			Adeudado			Capital						Repayment Date19
	1									1
	2									2
	3									3
	4									4
	5									5
	6									6
	7									7

17 Filing Instructions: In case of a reduction of the Due Principal due to a partial repayment or a partial assignment of an ECA Direct Facility Loan, an allonge in terms substantially similar to Exhibit A to Part III hereto should be executed by the Borrower in respect to each note and delivered to the Onshore Collateral Agent with signatures dully authorized by a notary public.

18 Filing instructions: Insert number of installments in accordance with Schedule C (Repayment Schedule) of the ECA Direct Facility Agreement.

19 Filing Instructions: At the time of executing the Note, the repayment program should include as first Principal Repayment Date September 30, 2024. If the last day of the first Fiscal Quarter immediately following 180 days after the Project Completion Date occurs before such date, an allonge in terms substantially similar to Exhibit B to Part III hereto should be executed by the Borrower in respect to each note and delivered to the Onshore Collateral Agent with signatures dully authorized by a notary public.

R33

8				8
9				9
10				10
11				11
12				12
13				13
14				14
15				15
16				16
17				17
18				18
19				19
20				20
21				21
22				22
23				23
24				24
25				25
26				26
27				27
28				28
29				29
30				30
31				31
32				32
33				33
34				34
	Total	US$[●]			Total	US$[●]
Cada una de las fechas de pago de capital indicadas en el Programa de Amortizaciones se denominará en adelante una “Fecha de Pago de Capital”.			Hereinafter, each of the principal payment dates set forth in the Repayment Program, denominated a “Principal Repayment Date”.
Si cualquier Fecha de Pago de Capital no fuere un Día Hábil, se entenderá extendida al Día Hábil siguiente, salvo que después de la Fecha de Pago de Capital no existiere Día Hábil alguno dentro del mismo mes, en cuyo caso el pago deberá efectuarse el Día Hábil inmediatamente anterior a la Fecha de Pago de Capital.			If a Principal Repayment Date falls on a day which is not a Business Day, the corresponding payment shall instead occur on the next Business Day in that calendar month (if there is one) or the immediately preceding Business Day (if there is not).

R34

“ “ Margen Aplicable ” es 4.00% anual. Applicable Margin ” is 4.00% per annum[20] .

Para los efectos de este Pagaré, se entiende por For the purpose of this Note, for each Interest Period (as “ Tasa LIBO ” para cada Período de Interés defined below) “ LIBOR ” shall mean the “ Screen Rate ”, (definido más adelante), la “ Tasa Publicada ”, which is the annual rate of the London interbank offered consistente en la tasa anual de oferta del mercado rate administered by ICE Benchmark Administration interbancario de Londres administrada por ICE Limited (or any other person which takes over the Benchmark Administration Limited (o la entidad administration of that rate) displayed (before any que la reemplace en la administración de dicha correction, recalculation or republication by the tasa) mostrada (antes de cualquier corrección, administrator) on Bloomberg information service or in the nuevo cálculo o nueva publicación por parte del page LIBOR01 of the Thomson Reuters screen (or any administrador) en el servicio de información de replacement of Bloomberg information service or Bloomberg o en la página LIBOR01 de la pantalla Thomson Reuters page which displays that rate) for Thomson Reuters (o aquél servicio de Dollar deposits and for a period equal in length to the información en reemplazo de Bloomberg o página Interest Period for which the rate is being calculated, or de reemplazo de la pantalla Thomson Reuters que on the appropriate page of such other information muestre esa tasa) para depósitos en Dólares con service which publishes that rate from time to time in fechas de vencimiento comparables al Período de place of Thomson Reuters, or if such page or service Interés para el cual la tasa está siendo ceases to be available, a page or service displaying the determinada, o en la pantalla de aquel otro relevant rate specified by the ECA Direct Facility Agent servicio que reemplace a Thomson Reuters como for Dollar deposits for a period equal in length to the servidor de información para el propósito de corresponding Interest Period, as of 10:00 a.m. New publicar dicha tasa, o, si dicha página o servicio York time on the Quotation Date. deja de estar disponible, aquella página o servicio que muestre la tasa pertinente y que el Agente del Crédito Directo ECA especifique, para depósitos en Dólares y con una fecha de vencimiento igual al Período de Interés en cuestión, determinada a las 10:00 a.m. hora de Nueva York de la Fecha de Determinación de Intereses.

20 Filing Instructions: Upon Occurrence of the Project Completion Date, allonges in terms substantially similar to Exhibit C to Part III hereto should be executed by the Borrower in respect to each note and delivered to the Onshore Collateral Agent with signatures dully authorized by a notary public, reflecting the change in the Applicable Margin.

R35

disponible), que sea menor al Período de Interés which that Screen Rate is available) which exceeds such en cuestión, y / b / la Tasa Publicada aplicable al Interest Period of the Note, each as of 10:00 a.m.New período más corto (durante el cual dicha Tasa York time on the corresponding Quotation Date Publicada estuvo disponible), que exceda al Período de Interés en cuestión; ambas consideradas a las 10:00 a.m. hora de Nueva York de la Fecha de Determinación de Intereses respectiva.

Si la Tasa Publicada / i / no está disponible para If no Screen Rate is available / i / for Dollars, or / ii / for the Dólares, o / ii / no está disponible para el Período corresponding Interest Period, and it is not possible to de Interés en cuestión y no es posible calcular la calculate the Interpolated Screen Rate, the applicable Tasa Publicada Interpolada, se entenderá por LIBOR shall be the “ Base Reference Bank Rate ”, which Tasa LIBOR para ese Período de Interés la “ Tasa is the arithmetic mean of the rates supplied to the ECA Referencial Bancaria ”, que es el promedio de las Direct Facility Agent by the Reference Banks, rounded cotizaciones ofrecidas al Agente de Crédito upwards to four decimal places, for Dollar deposits in Directo ECA por los Bancos de Referencia, London’s Interbank Market, and for a period equal in redondeadas al alza a hasta cuatro cifras length to the corresponding Interest Period, as of 10:00 decimales, para depósitos en Dólares en el a.m. New York time on the corresponding Quotation mercado interbancario de Londres, con Day. vencimiento comparable con el Período de Interés en cuestión, determinada a las 10:00 a.m (hora de Nueva York) de la Fecha de Determinación de Intereses respectiva.

R36

El Acreedor tendrá derecho a exigir el pago total de The Lender shall have the right to declare any amount todo monto adeudado por el Suscriptor bajo el owing by the Issuer to the Lender under this Note to be presente Pagaré en el evento que el Suscriptor due and payable, in the event the Issuer fails to pay: (i) incumpla su obligación de pago: (i) de cualquiera de any interest accrued and payable under this Note within los intereses devengados y pagaderos bajo este three (3) Business Days of the date when the same Pagaré dentro de los tres Días Hábiles siguientes a becomes or shall be declared to be due and payable la fecha de su vencimiento o a la fecha en que el (whether prior to its stated maturity or otherwise) and/or mismo sea declarado exigible o pagadero (en caso (ii) any Due Principal of this Note within three (3) de ser anterior a su fecha de vencimiento); y/o (ii) Business Days of the date when the same becomes or del Capital Adeudado bajo este Pagaré dentro de los shall be declared to be due and payable (whether prior tres Días Hábiles siguientes a la fecha de su to its stated maturity or otherwise). In such cases, the vencimiento o a la fecha en que el mismo sea applicable Interest Rate will be increased by a 2.00% declarado exigible o pagadero (en caso de ser from the date in which occurs the arrears or simple delay anterior a su fecha de vencimiento). En estos casos, occur. la Tasa de Interés aplicable se incrementará en un 2,00% a contar de la fecha en que ocurra la mora o el simple retardo y hasta la fecha de su pago íntegro y efectivo.

21 Filing Instructions: Insert information of account designated by the ECA Direct Facility Agent.

R37

DEFINICIONES DEFINITIONS

“Acreedor” significa uno cualquiera de Banco de “Lender” means any of Banco de Crédito e Crédito e Inversiones, BNP Paribas, MUFG Bank, Inversiones, BNP Paribas, MUFG Bank, Ltd., ING Ltd., ING Capital LLC, ING Bank N.V., Natixis NY Capital LLC, ING Bank N.V., Natixis NY Branch, Branch, Société Générale, Natixis S.A. y Export Société Générale, Natixis S.A. y Export Finance Finance Australia, conjuntamente con sus Australia, together with its successors and permitted sucesores y cesionarios permitidos. assignees.

R38

“Agente Administrativo” significa MUFG Bank, “Administrative Agent” means MUFG Bank, Ltd. Ltd. junto con sus sucesores y asignatarios together with its successors and permitted assignees. autorizados.

“ Agente de Crédito Directo ECA ” significa “ ECA Direct Facility Agent ” means EXPORT FINANCE EXPORT FINANCE AUSTRALIA junto con sus AUSTRALIA together with its successors and permitted sucesores y asignatarios autorizados assignees.

“Bancos de Referencia” significa el Agente “ Reference Banks ” means the Administrative Agent. Administrativo y dos cualquiera de and two of either Commonwealth Bank of Australia, Commonwealth Bank of Australia, Westpac Westpac Banking Corporation or The Australia and New Banking Corporation o The Australia and New Zealand Banking Group Limited or other Lender, as Zealand Banking Group Limited u otro Acreedor, designated by the Issuer in consultation with the ECA designados por el Suscriptor de común acuerdo Direct Facility Agent. con el Agente de Crédito Directo ECA.

“ Día Hábil ” significa cualquier día excepto los “ Business Day ” means any day, other than a Saturday, Sábados, Domingos y cualquier feriado legal o día Sunday or statutory holiday in any one of Santiago de en que las instituciones bancarias estén Chile, Chile, Sydney, Australia, New York City, New York autorizadas u obligadas a cerrar por ley u otra (USA), Tokyo, Japan, Paris, France, Amsterdam, acción gubernamental, en cualquiera de las Netherlands, Brussels, Belgium, Helsinki, Finland or ciudades de Santiago, Chile, Sídney, Australia, London, England or a day on which banks are generally Nueva York, Estados Unidos América, Tokio, closed in any one of those cities. Japón, París, Francia, Ámsterdam, Países Bajos, Bruselas, Bélgica, Helsinki, Finlandia o Londres, Inglaterra.

“ Fecha de Determinación de Intereses ” significa el “ Quotation Date ” means two Business Days before the segundo Día Hábil anterior al comienzo del first day of the Interest Period for which the LIBOR is Período de Interés para el cual la Tasa LIBOR being calculated, unless market practice differs in the esté siendo determinada, a menos que la práctica London interbank market for dollars, in which case the en el mercado interbancario de Londres para Quotation Date for that currency shall be determined by Dólares sea diferente, en cuyo caso la Fecha de the ECA Direct Facility Agent in accordance with market Determinación de Intereses será determinado por el practice in the London interbank market. Agente de Crédito Directo ECA de conformidad con la práctica del mercado interbancario de Londres.

R39

respecto a las cantidades percibidas o devengadas (b) unless a default has occurred and is continuing in en tal jurisdicción; connection with any of the obligations of the Issuer under this Note, any withholding Taxes required to be deducted (b) mientras no se haya producido y se mantenga or withheld by the Issuer on a payment of interest in vigente un incumplimiento de cualquiera de las excess of the Chilean Preferential Tax Deduction, if on obligaciones del Suscriptor bajo el presente Pagaré, the relevant Interest Payment Date the payment could cualquier Impuesto de retención aplicado en Chile have been made to the holder of the Note with the respecto de cualquier pago de interés bajo este Chilean Preferential Tax Deduction if the holder of the Pagaré en exceso de la Retención Tributaria Note had been a Qualifying Lender but on that date that Preferente en Chile, si en la Fecha de Pago de holder is not or has ceased to be a Qualifying Lender Intereses correspondiente, el pago pudiera haberse (other than in the case that (i) the Lender has ceased to hecho al portador del Pagaré con la Retención be a Qualifying Lender, or the Chilean Preferential Tax Tributaria Preferente en Chile por haber sido el Deduction rate has been amended or modified, due to portador un Prestamista Calificado, pero en dicha changes in tax laws, regulations or administrative fecha el portador no fuere o hubiere dejado de ser interpretations, or (ii) in the case of assignment, transfer un Prestamista Calificado (excepto (i) si el portador or sub-participation of this Note at a time when an event hubiere dejado de ser un Prestamista Calificado o la of default exists and is continuing). retención Tributaria Preferente en Chile hubiere sido modificada, debido a cambios en las leyes c) Where the holder of the Note (i) is treated as a resident tributarias, regulaciones o interpretaciones of a jurisdiction having a double taxation agreement with administrativas, o (ii) en caso de cesión, the Republic of Chile, which makes provision for full transferencia o subparticipación de este Pagaré con exemption from, or a reduction in, tax imposed by Chile posterioridad a que el Suscriptor hubiere incurrido on interest payment, (ii) does not carry on a business in en un incumplimiento, que continúe en el tiempo, de Chile through a permanent establishment with which that cualquiera de sus obligaciones bajo el presente person’s participation in this loan is effectively Pagaré). connected, and (iii) meets all other conditions in the relevant treaty for full exemption from, or reduction in, (c) Si el portador del Pagaré (i) es considerado withholding tax imposed by Chile on payments of residente de un país que tenga un convenio de doble interest, taxes imposed by Chile to the extent that the tributación vigente con Chile, que otorgue una Issuer is able to demonstrate that the payment could exención total o reducción parcial de los impuestos have been made to the holder without such tax que gravan el pago de intereses (ii) no desarrolla deduction, or with a tax deduction at a reduced rate, had actividades en Chile a través de un establecimiento that person complied with procedural formalities permanente que tenga relación con el crédito de que necessary to benefit from the double taxation treaty with; da cuenta este instrumento, y (iii) cumple con todas and las condiciones establecidas en el referido convenio para beneficiarse de una exención total o una (d) any Taxes imposed by the United States of America reducción parcial del impuesto que grava el pago de under the Foreign Account Tax Compliance Act of the intereses en Chile, las retenciones o deducciones United States of America (FATCA) or its related or tributarias por concepto de Impuesto establecidos implementing regulations. por Chile en la medida en que el Suscriptor pueda demostrar que el pago pudo haberse realizado al portador de este Pagaré sin tales deducciones tributarias, o con una deducción tributaria a una tasa reducida, si dicho acreedor hubiera cumplido con las formalidades procedimentales necesarias para beneficiarse del convenio de doble tributación respectivo; y

(d) cualquier Impuesto establecido por los Estados Unidos de América bajo el Foreign Account Tax Compliance Act (FATCA) o sus regulaciones relacionadas o de implementación. " Prestamista Calificado " significa un acreedor o " Qualifying Lender " means a foreign lender to the prestamista extranjero en la medida que dicho extent that such foreign lender is a qualifying foreign or

R40

prestamista extranjero califique como un banco international bank or foreign financial institution subject extranjero o internacional o una institución to the provisions of Article 59 No. 1 letter (b) of the financiera extranjera sujeta a las disposiciones del Chilean Income Tax Law and as instructed by the Artículo 59 No. 1 letra (b) de la Ley de Impuesto a Chilean Internal Revenue Service (Servicio de la Renta de Chile y según las instrucciones Impuestos Internos). dictadas por el Servicio de Impuestos Internos de Chile

“ Última Fecha de Vencimiento ” significa [_]. “ Final Maturity Date ” means [_].[22]

22 Filing Instructions: Insert information of in accordance to corresponding Facility Agreement.

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acción que le competa en cualquiera de dichos procedimientos, sea en Inglaterra, en la República de Chile o en cualquier otro lugar.

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==> picture [233 x 62] intentionally omitted <==

	Nombre/ Name: [●]	Nombre/ Name: [●]
	Cédula de Identidad/ Identification Number: [●]	Cédula de Identidad/ Identification Number: [●]
	Domicilio/ Address:[●]	Domicilio/ Address:[●]

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Exhibit A to Part III – Form of Allonge (Change of Due Principal)

HOJA DE PROLONGACIÓN DE PAGARÉ N°[●]	HOJA DE PROLONGACIÓN DE PAGARÉ N°[●]	HOJA DE PROLONGACIÓN DE PAGARÉ N°[●]	ALLONGE OF NOTE N° [●]	ALLONGE OF NOTE N° [●]	ALLONGE OF NOTE N° [●]
LUGAR DE EMISIÓN: Santiago, República de Chile			ISSUANCE PLACE: Santiago, Republic of Chile
FECHA DE EMISIÓN: [●]			ISSUANCE DATE: [●]
Hoja de prolongación del pagaré N° [●], de fecha [●] (el “Pagaré”), suscrito porMANTOVERDE S.A., sociedad anónima cerrada legalmente constituida y vigente de conformidad a las leyes de la República de Chile, Rol Único Tributario número 77.020.457-7, (en adelante, el “Suscriptor”), a la orden deEXPORT FINANCE AUSTRALIA, por la cantidad original de capital de US$[●] Dólares.			Allonge of note N° [●], dated [●] (the “Note”), issued byMANTOVERDE S.A., a_sociedad_ _anónima cerrada_legally incorporated and existing in accordance with the laws of the Republic Chile, Taxpayer Identification Number 77.020.457-7 (hereinafter, the “Issuer”), to the order ofEXPORT FINANCE AUSTRALIA, for the original amount of $[●] Dollars.
En este acto, y por medio de la presente hoja de prolongación (la “Hoja de Prolongación”), la que forma parte integrante del Pagaré, se modifica el mismo en el sentido de reducir el monto del capital adeudado bajo el Pagaré a la suma de US $ [•] ([•] Dólares), y en consecuencia se eliminan los párrafos primero y segundo del Pagaré y la tabla inmediatamente siguiente, y se reemplazan por los siguientes:			In this act, and by means of this allonge sheet (the “Allonge Sheet”), which is part of the Note, the described Note is amended in the sense that the amount of principal due under the Note is reduced to the sum of US$ [•] ([•] Dollars), and therefore the first and second paragraphs of the Note and the chart immediately thereafter are deleted and replaced with the following:
“POR VALOR RECIBIDO, MANTOVERDE S.A., sociedad anónima cerrada legalmente constituida y vigente de conformidad a las leyes de la República de Chile, Rol Único Tributario número 77.020.457-7, domiciliada en [●], comuna de [●], Santiago, Chile (en adelante, el “Suscriptor”), declara que debe y pagará incondicionalmente a la orden deEXPORT FINANCE AUSTRALIA(en adelante, el “Acreedor”) la cantidad de capital de US $[●] ([●] Dólares), en adelante el “Capital Adeudado”.			“FOR VALUE RECEIVED, MANTOVERDE S.A., a_sociedad anónima cerrada_legally incorporated and existing in accordance with the laws of the Republic Chile, Taxpayer Identification Number 77.020.457-7, domiciled at [●], [●] borough, Santiago, Chile (hereinafter the “Issuer”), declares that it owes and will unconditionally pay to the order ofEXPORT FINANCE AUSTRALIA (hereinafter, the “Lender”), the principal amount of US $[●] ([●] Dollars), hereinafter the “Due Principal”.
AMORTIZACIÓN DEL CAPITAL ADEUDADO.- El Capital Adeudado y de que da cuenta el presente pagaré (el “Pagaré”) deberá pagarse en [●] ([●]) cuotas conforme al siguiente programa de amortizaciones (en adelante el “Programa de Amortizaciones”):			REPAYMENT OF DUE PRINCIPAL.- The principal owed and evidenced in this note (the “Note”) shall be paid in [●] ([●]) installments according to the following repayment program (hereinafter the “Repayment Program”):
Cuota	Monto de Capital Adeudado	Fecha de Pago de Capital	Installment	Principal Owed	Principal Repayment Date
1			1
2			2
3			3
4			4

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5			5
6			6
7			7
8			8
9			9
10			10
11			11
12			12
13			13
14			14
15			15
16			16
17			17
18			18
19			19
20			20
21			21
22			22
23			23
24			24
25			25
26			26
27			27
28			28
29			29
30			30
31			31
32			32
33			33
34			34
	Total	US$[●]		Total	US$[●]
En todo lo demás se mantienen vigentes las estipulaciones del Pagaré a que esta Hoja de Prolongación se refiere.			Unless expressly agreed herein the other sections of the Note shall remain in force and fully valid.
EN FE DE LO CUAL, el Suscriptor ha hecho que esta Hoja de Prolongación del Pagaré sea suscrita por sus representantes debidamente autorizados, en el día y año indicados en su encabezamiento.			IN WITNESS WHEREOF, the Issuer has caused this Allonge Sheet of the Note to be executed by its duly authorized representatives, on the date abovementioned.
Nombre Suscriptor/ Issuer Name: MANTOVERDE S.A. Domicilio Suscriptor/ Issuer’s Address:[●]

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RUT Suscriptor / Issuer’s Taxpayer ID: 77.020.457-7 Representantes Legales/ Representatives :

==> picture [262 x 60] intentionally omitted <==

Nombre/ Name: [●] Nombre/ Name: [●] Cédula de Identidad/ Identification Number: [●] Cédula de Identidad/ Identification Domicilio/ Address: [●] Number: [●] Domicilio/ Address: [●]

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Exhibit B to Part III - Form of Allonge (Change of Initial Repayment Date)

HOJA DE PROLONGACIÓN DE PAGARÉ N°[●]	HOJA DE PROLONGACIÓN DE PAGARÉ N°[●]	HOJA DE PROLONGACIÓN DE PAGARÉ N°[●]	ALLONGE OF NOTE N° [●]	ALLONGE OF NOTE N° [●]	ALLONGE OF NOTE N° [●]
LUGAR DE EMISIÓN: Santiago, República de Chile			ISSUANCE PLACE: Santiago, Republic of Chile
FECHA DE EMISIÓN: [●]			ISSUANCE DATE: [●]
Hoja de prolongación del pagaré N° [●], de fecha [●] (el “Pagaré”), suscrito porMANTOVERDE S.A., sociedad anónima cerrada legalmente constituida y vigente de conformidad a las leyes de la República de Chile, Rol Único Tributario número 77.020.457-7, (en adelante, el “Suscriptor”), a la orden de EXPORT FINANCE AUSTRALIApor la cantidad original de capital de US$[●] Dólares.			Allonge of note N° [●], dated [●] (the “Note”), issued byMANTOVERDE S.A., a_sociedad_ _anónima cerrada_legally incorporated and existing in accordance with the laws of the Republic Chile, Taxpayer Identification Number 77.020.457-7 (hereinafter, the “Issuer”), to the order ofEXPORT FINANCE AUSTRALIA, for the original amount of $[●] Dollars.
En este acto, y por medio de la presente hoja de prolongación (la “Hoja de Prolongación”), la que forma parte integrante del Pagaré, se modifica el mismo en el sentido de modificar la primera Fecha de Pago de Capital, la que corresponderá al día [●], y en consecuencia se elimina el párrafo segundo del Pagaré y la tabla inmediatamente siguiente, y se reemplazan por los siguientes:			In this act, and by means of this allonge sheet (the “Allonge Sheet”), which is part of the Note, the described Note is amended in the sense of amending the initial Principal Repayment Date, which will be [●]23, and therefore the second paragraph of the Note and the chart immediately thereafter are deleted and replaced with the following:
“AMORTIZACIÓN DEL CAPITAL ADEUDADO.- El Capital Adeudado y de que da cuenta el presente pagaré (el “Pagaré”) deberá pagarse en [●] ([●]) cuotas conforme al siguiente programa de amortizaciones (en adelante el “Programa de Amortizaciones”):			REPAYMENT OF DUE PRINCIPAL.- The principal owed and evidenced in this note (the “Note”) shall be paid in [●] ([●]) installments according to the following repayment program (hereinafter the “Repayment Program”):
Cuota	Monto de Capital Adeudado	Fecha de Pago de Capital	Installment	Principal Owed	Principal Repayment Date
1			1
2			2
3			3
4			4
5			5
6			6
7			7
8			8
9			9
10			10

23 Filling Instructions : Insert last day of the first Fiscal Quarter immediately following 180 days after the Project Completion Date.

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	11				11
	12				12
	13				13
	14				14
	15				15
	16				16
	17				17
	18				18
	19				19
	20				20
	21				21
	22				22
	23				23
	24				24
	25				25
	26				26
	27				27
	28				28
	29				29
	30				30
	31				31
	32				32
	33				33
	34				34
		Total	US$[●]			Total	US$[●]
	En todo lo demás se mantienen vigentes las estipulaciones del Pagaré a que esta Hoja de Prolongación se refiere.				Unless expressly agreed herein the other sections of the Note shall remain in force and fully valid.
EN FE DE LO CUAL, el Suscriptor ha hecho que esta Hoja de Prolongación del Pagaré sea suscrita por sus representantes debidamente autorizados, en el día y año indicados en su encabezamiento.				IN WITNESS WHEREOF, the Issuer has caused this Allonge Sheet of the Note to be executed by its duly authorized representatives, on the date abovementioned.
Nombre Suscriptor/ Issuer Name: MANTOVERDE S.A. Domicilio Suscriptor/ Issuer’s Address:[●] RUT Suscriptor / Issuer’s Taxpayer ID:77.020.457-7 Representantes Legales/ Representatives:

Nombre/ Name: [●] Cédula de Identidad/ Identification Number: [●] Domicilio/ Address: [●]				Nombre/ Name: [●] Cédula de Identidad/ Identification Number: [●] Domicilio/ Address: [●]

EN FE DE LO CUAL, el Suscriptor ha hecho que esta Hoja de Prolongación del Pagaré sea suscrita por sus representantes debidamente autorizados, en el día y año indicados en su encabezamiento.

IN WITNESS WHEREOF, the Issuer has caused this Allonge Sheet of the Note to be executed by its duly authorized representatives, on the date abovementioned.

Nombre Suscriptor/ Issuer Name: MANTOVERDE S.A. Domicilio Suscriptor/ Issuer’s Address: [●] RUT Suscriptor / Issuer’s Taxpayer ID: 77.020.457-7 Representantes Legales/ Representatives:

==> picture [240 x 41] intentionally omitted <==

Nombre/ Name: [●] Nombre/ Name: [●] Cédula de Identidad/ Identification Number: [●] Cédula de Identidad/ Identification Number: [●] Domicilio/ Address: [●] Domicilio/ Address: [●]

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Exhibit C to Part III– Form of Allonge (Change of Applicable Margin after Project Completion Date)

HOJA DE PROLONGACIÓN DE PAGARÉ N°[●]	ALLONGE OF NOTE N° [●]
LUGAR DE EMISIÓN: Santiago, República de Chile	ISSUANCE PLACE: Santiago, Republic of Chile
FECHA DE EMISIÓN: [●]	ISSUANCE DATE: [●]
Hoja de prolongación del pagaré N° [●], de fecha [●] (el “Pagaré”), suscrito porMANTOVERDE S.A., sociedad anónima cerrada legalmente constituida y vigente de conformidad a las leyes de la República de Chile, Rol Único Tributario número 77.020.457-7, (en adelante, el “Suscriptor”), a la orden de EXPORT FINANCE AUSTRALIA, por la cantidad original de capital de US$[●] Dólares.	Allonge of note N° [●], dated [●] (the “Note”), issued byMANTOVERDE S.A., a_sociedad_ _anónima cerrada_legally incorporated and existing in accordance with the laws of the Republic Chile, Taxpayer Identification Number 77.020.457-7 (hereinafter, the “Issuer”), to the order ofEXPORT FINANCE AUSTRALIA, for the original amount of $[●] Dollars.
En este acto, y por medio de la presente hoja de prolongación (la “Hoja de Prolongación”), la que forma parte integrante del Pagaré, se modifica el mismo en el sentido de reemplazar la definición de “Margen Aplicable”. En consecuencia, se elimina la sección pertinente del Pagaré, y se reemplaza íntegramentepor la siguiente definición:	In this act, and by means of this allonge sheet (the “Allonge Sheet”), which is part of the Note, the described Note is amended in the sense of replacing the definition of “Applicable Margin”. Therefore, the relevant section of the Note is deleted and replaced with the following:
“Margen Aplicable” es 3,75% anual.	“Applicable Margin” is 3.75% per annum.
La referida modificación en la definición deMargen Aplicablese aplicará a contar de la fecha de esta Hoja de Prolongación.	The amendment to the definition ofApplicable Marginwill be applicable from the date of this allonge Sheet.
En todo lo demás se mantienen vigentes las estipulaciones del Pagaré a que esta Hoja de Prolongación se refiere.	Unless expressly agreed herein the other sections of the Note shall remain in force and fully valid.
EN FE DE LO CUAL, el Suscriptor ha hecho que esta Hoja de Prolongación del Pagaré sea suscrita por sus representantes debidamente autorizados, en el día y año indicados en su encabezamiento.	IN WITNESS WHEREOF, the Issuer has caused this Allonge Sheet of the Note to be executed by its duly authorized representatives, on the date abovementioned.
Nombre Suscriptor/ Issuer Name: MANTOVERDE S.A. Domicilio Suscriptor/ Issuer’s Address:[●] RUT Suscriptor / Issuer’s Taxpayer ID:77.020.457-7 Representantes Legales/ Representatives:

Nombre/ Name: [●] Cédula de Identidad/ Identification Number: [●] Domicilio/ Address: [●]	Nombre/ Name: [●] Cédula de Identidad/ Identification Number: [●] Domicilio/ Address: [●]

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Part IV - Bonding Facility Agreement Form of Note

	PAGARÉ N°[●]		PROMISSORY NOTE N°[●]
	LUGAR DE EMISIÓN: Santiago, República de Chile.		PLACE OF ISSUE: Santiago, Republic of Chile.
	FECHA DE EMISIÓN: __		DATE OF ISSUE: ___
	POR VALOR RECIBIDO, MANTOVERDE S.A., sociedad anónima cerrada legalmente constituida y vigente de conformidad a las leyes de la República de Chile, Rol Único Tributario número 77.020.457-7, domiciliada en [●], comuna de [●], Santiago, Chile (en adelante, el “Suscriptor”), declara que debe y pagará incondicionalmente a la orden de [ACREEDOR GARANTÍA DE CIERRE](en adelante, el “Acreedor”) la suma de dinero equivalente en Pesos moneda legal a UF (_____ _____ ______ Unidades de Fomento), al valor que represente dicha unidad a la fecha del pago efectivo, en adelante el “Capital Adeudado”.		FOR VALUE RECEIVED, MANTOVERDE S.A., a sociedad anónima cerrada_legally incorporated and existing in accordance with the laws of the Republic Chile, Taxpayer Identification Number 77.020.457-7, domiciled at [●], [●] borough, Santiago, Chile (hereinafter the “Issuer”), declares that it owes and will unconditionally pay to the order of[BONDING FACILITY LENDER] (hereinafter, the “Lender”), the principal amount in Pesos equivalent to UF (_____ ______ _____Unidades de Fomento), determined in accordance with the value of said unit on the payment date, hereinafter the “Due Principal”.24
	FECHA DE VENCIMIENTO.-El Capital Adeudado y de que da cuenta el presente pagaré (el “Pagaré”) se determinará y pagará en Pesos el día ________ (en adelante la “Fecha de Vencimiento”).		REPAYMENT DATE.-The principal owed and evidenced in this note (the “Note”) shall be determined and paid in Pesos on ______ (hereinafter the “Repayment Date”).
	INTERESES.- El Suscriptor se obliga incondicionalmente a pagar intereses sobre el saldo insoluto del Capital Adeudado de este Pagaré, a contar de esta fecha y hasta la fecha de su pago íntegro y efectivo a una tasa de interés fija de_% anual (en adelante, la “Tasa de Interés”). La Tasa de Interés no podrá exceder el interés máximo convencional determinado por la CMF (según se define más adelante) de tiempo en tiempo. Si la tasa de Interés excediera dicho interés máximo convencional,		INTEREST.- The Issuer unconditionally undertakes the obligation to pay interest on the outstanding amount of the Due Principal of this Note, from this date and until the date of its full and effective payment at an interest rate equal to _____% per annum (hereinafter the “Interest Rate”). Interest to be paid cannot exceed the_interés_ máximo convencional (statutory maximum interest) informed as such by the CMF (as defined below) from time to time. If the Interest Rate exceeds such_interés máximo convencional_the

24 Filling Instructions: In case of a reduction of the Due Principal due to a partial repayment or a partial assignment of a Bonding Facility Loan, an allonge in terms substantially similar to Exhibit A to Part IV hereto should be executed by the Borrower in respect to each Note and delivered to the Onshore Collateral Agent with signatures dully authorized by a notary public.

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la Tasa de Interés será igual al máximo interest to be paid shall be equal to the applicable convencional aplicable. interés máximo convencional . Los intereses, calculados por la aplicación de Interest, calculated by the application of the la correspondiente Tasa de Interés al saldo relevant Interest Rate to the unpaid Due Principal insoluto del Capital Adeudado, se devengarán amount, shall accrue daily and shall be paid diariamente y se pagarán conjuntamente con together with the principal amount on the el capital en la Fecha de Vencimiento. Repayment Date. Todos los intereses se calcularán sobre la All interest will be calculated on the basis of a year base de un año de 360 días y por los días of 360 days and the days actually elapsed during efectivamente transcurridos durante el the relevant interest period. Calculations of período de interés correspondiente. El cálculo accrued interest shall include the first day of an de los intereses devengados incluirá el primer interest period but exclude the last day of such día de un período de Interés pero excluirán el interest ieriod. último día de dicho período de interés. El Acreedor tendrá derecho a exigir el pago The Lender shall have the right to declare any total de todo monto adeudado por el amount owing by the Issuer to the Lender under Suscriptor bajo el presente Pagaré en el this Note to be due and payable, in the event the evento que el Suscriptor incumpla su Issuer fails to pay: (i) any interest accrued and obligación de pago: (i) de cualquiera de los payable under this Note within three (3) Business intereses devengados y pagaderos bajo este Days of the date when the same becomes or shall Pagaré dentro de los tres Días Hábiles be declared to be due and payable (whether prior siguientes a la fecha de su vencimiento o a la to its stated maturity or otherwise) and/or (ii) any fecha en que el mismo sea declarado exigible Due Principal of this Note within three (3) o pagadero (en caso de ser anterior a su fecha Business Days of the date when the same de vencimiento); y/o (ii) del Capital Adeudado becomes or shall be declared to be due and bajo este Pagaré dentro de los tres Días payable (whether prior to its stated maturity or Hábiles siguientes a la fecha de su otherwise). Moreover, in case of default or simple vencimiento o a la fecha en que el mismo sea delay in the payment of Due Principal, interest, or declarado exigible o pagadero (en caso de ser any other amount hereunder, the Issuer hereby anterior a su fecha de vencimiento). unconditionally undertakes to pay the lesser of: (i) Asimismo, en caso de mora o simple retardo the Interest Rate plus 2%, or (ii) the maximum en el pago de capital o intereses, o cualquier conventional interest rate permitted for adjustable otro monto relacionado con este Pagaré, el operations, effective on the date when such Suscriptor se obliga incondicionalmente a payment became due; over any amount due on pagar la menor de: (i) la suma de la Tasa de the date of its respective maturity under this Note, Interés más un 2%, o (ii) una tasa equivalente for every day up to the total payment of such due al interés máximo convencional que se amounts. permita estipular para operaciones reajustables, que se encontrare vigente en la fecha en que dicho pago se hizo exigible, sobre cualquier suma impaga a la fecha de su respectivo vencimiento conforme a este Pagaré, por cada día hasta que se pague por completo dicha suma.

Si la Fecha de Vencimiento no fuere un Día If the Repayment Date falls on a day which is not Hábil, se entenderá extendida al Día Hábil a Business Day, the corresponding payment shall

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	siguiente, salvo que después de la Fecha de Vencimiento no existiere Día Hábil alguno dentro del mismo mes, en cuyo caso el pago deberá efectuarse el Día Hábil inmediatamente anterior a la Fecha de Vencimiento.		instead occur on the next Business Day in that calendar month (if there is one) or the immediately preceding Business Day (if there is not).
	El Suscriptor efectuará el pago del capital e intereses de este Pagaré en la Fecha de Vencimiento, y dicho pago deberá hacerse en Pesos, con fondos de inmediata disponibilidad, libre y netos, por medio de transferencia electrónica a la siguiente cuenta, o a aquella que el Acreedor designe de tiempo en tiempo: Banco de Crédito e Inversiones, ABA# [●], SWIFT ID: [●], Cuenta No. [●], Nombre: [●], Atención: [●], Referencia: [●].		The Issuer shall make the payment of principal and interest on this Note on the Repayment Date, and such payment shall be made in Pesos in immediately available funds by wire transfer to the following account or such other account as the Lender from time to time designates: Banco de Crédito e Inversiones, ABA# [●], SWIFT ID: [●], Account No. [●], Name: [●], Attention: [●], Reference: [●]25.
	El Suscriptor pagará al portador de este Pagaré, al mero requerimiento escrito, todos los costos y gastos, si existieren, en que éste haya incurrido con motivo del cobro forzado de este Pagaré (incluyendo, sin limitación, honorarios y gastos razonables de abogados).		The Issuer shall pay on written demand to the holder hereof, all costs and expenses, if any, which it may have incurred in connection with the enforcement of this Note (including, without limitation, reasonable counsel fees and expenses).
	IMPUESTOS. Todos los pagos bajo el presente Pagaré serán libres de y sin deducción o retención alguna de cualquier impuesto, de timbres o documentarios o cualquier otro impuesto, carga o tributo similar, sea presente o futuro, que se devengue a causa de cualquier pago que se efectúe conforme a este Pagaré o con motivo de la suscripción, entrega, registro, o que se genere de cualquier otra manera respecto a, este Pagaré (incluyendo, sin limitación, cualquier impuesto pagadero en cualquier jurisdicción sobre las sumas pagaderas bajo este Pagaré) impuestas al, o que haya pagado el portador del mismo y cualquier responsabilidad (incluyendo multas, intereses y gastos) que se deriven de, o con respecto a, ello (“Impuestos”), distintos de los Impuestos Excluidos.		TAXES.All payments regarding this Note shall be made free and clear of, and without deduction or withholding for any taxes or all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising out of or from any payment made, or under this Note, or from the execution, delivery or enforcement of, or otherwise with respect to, this Note (including, without limitation, any taxes imposed by any jurisdiction on amounts payable under this Note) imposed on or paid by the holder hereof and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto (“Taxes”), other than Excluded Taxes.

25 Filling Instructions: Insert information of account designated by the Bonding Facility Agent.

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	Si al Suscriptor o al portador de este Pagaré les fuere requerido por la ley aplicable efectuar cualquier deducción de Impuestos (distintos a Impuestos Excluidos) por o con respecto a, cualquier suma pagadera conforme a este Pagaré, (a) la suma debida y que ha de ser pagada se incrementará por el monto necesario de manera que luego de efectuadas las deducciones requeridas (incluyendo aquellas deducciones aplicables a las sumas adicionales pagaderas bajo este Pagaré), el portador de este Pagaré reciba una suma neta igual a la suma que habría recibido si dicha deducción no hubiere sido hecha, (b) el Suscriptor efectuará dicha deducción, y (c) el Suscriptor pagará la suma total deducida a la autoridad gubernamental pertinente según corresponda conforme a la ley aplicable.		If the Issuer or the holder hereof were required by applicable law to deduct any Taxes (other than Excluded Taxes) from or in respect of any sum payable hereunder, (a) the sum payable shall be increased by the Issuer as may be necessary so that after making the required deductions (including deductions applicable to additional sums payable under this Note) the holder hereof receives an amount equal to the sum it would have received had no such deductions been made, (b) the Issuer shall make such deductions, and (c) the Issuer shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law.
	DEFINICIONES		DEFINITIONS
	“CMF” significa la Comisión para el Mercado Financiero.		“CMF” means the Chilean_Comisión para el_ Mercado Financiero.
	“Día Hábil” significa cualquier día excepto los sábados, domingos y cualquier feriado legal o día en que las instituciones bancarias estén autorizadas u obligadas a cerrar por ley u otra acción gubernamental, en Santiago de Chile.		“Business Day” means any day, other than a Saturday, Sunday or statutory holiday in Santiago de Chile, Chile or a day on which banks are generally closed in that city.
	“Impuestos Excluidos” significa, con respecto a cualquier persona a la que el Suscriptor deba realizar pagos conforme a este Pagaré: (a) Impuestos establecidos o calculados sobre la renta neta (cualquiera que sea su denominación), percibida o devengada, establecidos por la jurisdicción (o cualquier subdivisión política de la misma) (i) bajo cuyas leyes está constituida dicha persona o sea residente para efectos tributarios, o (ii) en la que mantenga la oficina que es titular del crédito de que da cuenta este instrumento, con respecto a las cantidades percibidas o devengadas en tal jurisdicción; (b) mientras no se haya producido y se mantenga vigente un incumplimiento de		“Excluded Taxes” means, with respect to any person to which the Issuer shall make payments under this Note: (a) Taxes imposed on or calculated by reference to its net income (however denominated), received or receivable, imposed on it, by each jurisdiction (or any political subdivision thereof) (i) under the laws of which such person is organized or is treated as resident for tax purposes, or (ii) in which its applicable lending office is located, in respect of amounts received or receivable in that jurisdiction; (b) unless a default has occurred and is continuing in connection with any of the obligations of the

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cualquiera de las obligaciones del Suscriptor bajo el presente Pagaré, cualquier Impuesto de retención aplicado en Chile respecto de cualquier pago de interés bajo este Pagaré en exceso de la Retención Tributaria Preferente en Chile, si en la Fecha de Pago de Intereses correspondiente, el pago pudiera haberse hecho al portador del Pagaré con la Retención Tributaria Preferente en Chile por haber sido el portador un Prestamista Calificado, pero en dicha fecha el portador no fuere o hubiere dejado de ser un Prestamista Calificado (excepto (i) si el portador hubiere dejado de ser un Prestamista Calificado o la retención Tributaria Preferente en Chile hubiere sido modificada, debido a cambios en las leyes tributarias, regulaciones o interpretaciones administrativas, o (ii) en caso de cesión, transferencia o subparticipación de este Pagaré con posterioridad a que el Suscriptor hubiere incurrido en un incumplimiento, que continúe en el tiempo, de cualquiera de sus obligaciones bajo el presente Pagaré).

Issuer under this Note, any withholding Taxes required to be deducted or withheld by the Issuer on a payment of interest in excess of the Chilean Preferential Tax Deduction, if on the relevant Interest Payment Date the payment could have been made to the holder of the Note with the Chilean Preferential Tax Deduction if the holder of the Note had been a Qualifying Lender but on that date that holder is not or has ceased to be a Qualifying Lender (other than in the case that (i) the Lender has ceased to be a Qualifying Lender, or the Chilean Preferential Tax Deduction rate has been amended or modified, due to changes in tax laws, regulations or administrative interpretations, or (ii) in the case of assignment, transfer or subparticipation of this Note at a time when an event of default exists and is continuing).

c) Where the holder of the Note (i) is treated as a resident of a jurisdiction having a double taxation agreement with the Republic of Chile, which makes provision for full exemption from, or a reduction in, tax imposed by Chile on interest payment, (ii) does not carry on a business in Chile through a permanent establishment with which that person’s participation in this loan is effectively connected, and (iii) meets all other conditions in the relevant treaty for full exemption from, or reduction in, withholding tax imposed by Chile on payments of interest, taxes imposed by Chile to the extent that the Issuer is able to demonstrate that the payment could have been made to the holder without such tax deduction, or with a tax deduction at a reduced rate, had that person complied with procedural formalities necessary to benefit from the double taxation treaty with; and

(c) Si el portador del Pagaré (i) es considerado c) Where the holder of the Note (i) is treated as a residente de un país que tenga un convenio resident of a jurisdiction having a double taxation de doble tributación vigente con Chile, que agreement with the Republic of Chile, which otorgue una exención total o reducción parcial makes provision for full exemption from, or a de los impuestos que gravan el pago de reduction in, tax imposed by Chile on interest intereses (ii) no desarrolla actividades en payment, (ii) does not carry on a business in Chile Chile a través de un establecimiento through a permanent establishment with which permanente que tenga relación con el crédito that person’s participation in this loan is effectively de que da cuenta este instrumento, y (iii) connected, and (iii) meets all other conditions in cumple con todas las condiciones the relevant treaty for full exemption from, or establecidas en el referido convenio para reduction in, withholding tax imposed by Chile on beneficiarse de una exención total o una payments of interest, taxes imposed by Chile to reducción parcial del impuesto que grava el the extent that the Issuer is able to demonstrate pago de intereses en Chile, las retenciones o that the payment could have been made to the deducciones tributarias por concepto de holder without such tax deduction, or with a tax Impuesto establecidos por Chile en la medida deduction at a reduced rate, had that person en que el Suscriptor pueda demostrar que el complied with procedural formalities necessary to pago pudo haberse realizado al portador de benefit from the double taxation treaty with; and este Pagaré sin tales deducciones tributarias, o con una deducción tributaria a una tasa reducida, si dicho acreedor hubiera cumplido con las formalidades procedimentales necesarias para beneficiarse del convenio de doble tributación respectivo; y (d) cualquier Impuesto establecido por los (d) any Taxes imposed by the United States of Estados Unidos de América bajo el Foreign America under the Foreign Account Tax

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Account Tax Compliance Act(FATCA) o sus regulaciones relacionadas o de implementación.	Compliance Act of the United States of America (FATCA) or its related or implementing regulations.
“Pesos” y el signo “$” significa moneda de curso legal de Chile, Pesos Chilenos.	“Pesos” and the sign “$” each mean legal tender of Chile,Pesos Chilenos.
“Prestamista Calificado” significa un acreedor o prestamista extranjero en la medida que dicho prestamista extranjero califique como un banco extranjero o internacional o una institución financiera extranjera sujeta a las disposiciones del Artículo 59 No. 1 letra (b) de la Ley de Impuesto a la Renta de Chile y según las instrucciones dictadas por el Servicio de Impuestos Internos de Chile	“Qualifying Lender” means a foreign lender to the extent that such foreign lender is a qualifying foreign or international bank or foreign financial institution subject to the provisions of Article 59 No. 1 letter (b) of the Chilean Income Tax Law and as instructed by the Chilean Internal Revenue Service (Servicio de Impuestos Internos)
“Retención Tributaria Preferente en Chile” significa una deducción de impuestos realizada de acuerdo con el Artículo 59 No. 1 letra (b) de la Ley de Impuesto a la Renta de Chile y a las instrucciones del Servicio de Impuestos Internos de Chile, actualmente a una tasa de 4.0%, la cual debe ser deducida o retenida por el Suscriptor sobre pagos de intereses a un Prestamista Calificado con respecto a cualquier deuda.	“Chilean Preferential Tax Deduction” means a tax deduction made in accordance with Article 59 No. 1 letter (b) of the Chilean Income Tax Law and as instructed by the Chilean Internal Revenue Service (currently at a rate of 4.0%) which is required to be deducted or withheld by the Issuer on a payment of interest to a Qualifying Lender in respect of any indebtedness.
“Unidades de Fomento” o “UF” significa la unidad monetaria definida en el Capítulo II. B.3 del Compendio de Normas Financieras publicado por el Banco Central de Chile conforme al artículo 35, número 9 de la Ley 18.840 (Ley Orgánica Constitucional del Banco Central de Chile), o cualquier unidad que la reemplace en el futuro y utilice un método de cálculo similar. Esta unidad monetaria representa el índice de reajuste por inflación en Chile anunciado cada cierto tiempo por el Banco Central de Chile en el Diario Oficial.	“Unidades de Fomento” or “UF” means the currency unit defined in Chapter II. B.3 of the Compendium of Financial Regulations (Compendio de Normas Financieras) issued by the Central Bank of Chile pursuant to number 9 of article 35 of Law 18,840 (Ley Orgánica Constitucional del Banco Central de Chile), or any unit that may replace it in the future and determined using similar calculation. This currency unit represents the index of adjustment for inflation in Chile as announced from time to time by the Central Bank of Chile in the Official Gazette (Diario Oficial).
SIN PROTESTO: EL SUSCRIPTOR RENUNCIA EN ESTE ACTO A CUALQUIER CLASE DE PRESENTACIÓN, DEMANDA, PROTESTO Y/O NOTIFICACIÓN EN RELACIÓN CON ESTE PAGARÉ.	WAIVER: THE ISSUER HEREBY WAIVES ANY PRESENTATION, DEMAND, PROTEST AND/OR NOTICE IN CONNECTION WITH THIS NOTE.

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Para todos los efectos del presente Pagaré, el For purposes of this Note, the Issuer hereby Suscriptor se somete irrevocablemente en irrevocably submits to the non-exclusive este acto a la jurisdicción no exclusiva de los jurisdiction of the ordinary courts of justice of the tribunales ordinarios de la Ciudad y Comuna commune and city of Santiago, Chile. de Santiago, Chile.

En cuanto el Suscriptor o cualquiera de sus activos tenga, o pudiere adquirir en el futuro, cualquier derecho a inmunidad sobre o relativo a los actos jurídicos contemplados en este Pagaré, se caracterice como inmunidad soberana o de otra forma, respecto a cualquiera procedimiento legal, sea en Inglaterra, en la República de Chile o en otro lugar cualquiera, para exigir el cumplimiento o cobrar este Pagaré, o cualquiera responsabilidad u obligación del Suscriptor relativa o que surja de los actos contemplados en este Pagaré, incluyendo, sin limitación, inmunidad frente a notificaciones, a la jurisdicción de, o ejecución en, cualquier corte o tribunal, o frente a la ejecución de un fallo, e inmunidad que ampare a cualquiera de sus activos frente a embargos precautorios, o embargos en el cumplimiento de un fallo, el Suscriptor en este acto expresa e irrevocablemente renuncia a dicha inmunidad y acuerda no invocar cualquier derecho o acción que le competa en cualquiera de dichos procedimientos, sea en Inglaterra, en la República de Chile o en cualquier otro lugar.

To the extent that the Issuer or any of its assets has or hereafter may acquire any right of immunity related to or arising from the transactions contemplated by this Note, whether characterized as sovereign immunity or otherwise, from any legal proceedings, whether in England, the Republic of Chile or elsewhere, to enforce or collect upon this Note, or any other liability or obligation of the Issuer related to or arising from the transactions contemplated by this Note, including, without limitation, immunity from service of process, immunity from jurisdiction or judgment of any court or tribunal, immunity from execution of a judgment, and immunity of any of its assets from attachment prior to any entry of judgment, or from attachment in aid of execution upon a judgment, the Issuer hereby expressly and irrevocably waives any such immunity and agrees not to assert any such right or claim in any such proceeding, whether in England or the Republic of Chile or elsewhere.

La obligación del Suscriptor de pagar este Pagaré se extinguirá sólo en virtud del pago de Pesos bajo los términos y condiciones descritos más arriba. Por lo tanto, a pesar de cualquier sentencia que se exprese en una moneda distinta del Peso, las obligaciones del Suscriptor con respecto a cualquier suma adeudada en virtud de este Pagaré al portador del mismo se extinguirán sólo hasta por el monto por el que el portador pueda, de acuerdo con las prácticas bancarias normales y razonables, adquirir Pesos, con dicha otra moneda, el Día Hábil siguiente a aquél en que el portador de este Pagaré reciba la suma que la sentencia ordenara pagarle en dicha otra moneda. Si la suma de Pesos así adquirida fuere menor que la suma originalmente adeudada conforme a este Pagaré, en Pesos, el Suscriptor se obliga incondicionalmente,

The obligation of the Issuer to repay this Note shall be discharged only by payment in Pesos under the terms and conditions described above. Therefore, the obligation of the Issuer in respect of any sum due to the holder hereof shall, notwithstanding any judgment expressed in a currency other than Pesos, be discharged only to the extent that on the Business Day following receipt by the holder hereof of any sum adjudged to be so due in such other currency, the holder hereof may, in accordance with normal, reasonable banking procedures, purchase Pesos with such other currency. If the amount of Pesos so purchased is less than the sum originally due under this Note, in Pesos, the Issuer unconditionally undertakes, as a separate obligation and notwithstanding any such judgment, to indemnify the holder hereof against such loss.

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como una obligación separada y no obstante dicha sentencia, a resarcir al portador de este Pagaré por esa pérdida.
Los derechos notariales y demás gastos que afecten a este Pagaré, como asimismo a los correspondientes recibos y cancelaciones que se otorguen, así como los gastos de protesto si éste se efectuare, serán siempre de cargo exclusivo del Suscriptor.	All notarial fees and other expenses affecting this Note, as well as the corresponding receipts and cancellations, if granted, and the protest expenses if incurred, shall be exclusively borne by the Issuer.
Este Pagaré es suscrito en idiomas inglés y castellano, idiomas ambos que obligan al Suscriptor y que constituyen un mismo e idéntico instrumento; sujeto, empero, a que en caso de duda sobre la adecuada interpretación o inteligencia de este Pagaré, el texto en castellano prevalecerá.	This Note is executed in both the English and Spanish language, both of which shall bind the Issuer, but both of which shall constitute one and the same instrument; provided, however, that, in the case of doubt as to the proper interpretation or construction of this Note, the Spanish text shall be controlling.
EL PRESENTE PAGARÉ SE OTORGA Y HA DE INTERPRETARSE DE CONFORMIDAD CON LAS LEYES DE LA REPÚBLICA DE CHILE	THIS NOTE IS GRANTED AND IS TO BE INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE REPUBLIC OF CHILE
EN FE DE LO CUAL, el Suscriptor ha hecho que este Pagaré sea suscrito por sus representantes debidamente autorizados, en el día y año indicados en su encabezamiento.	IN WITNESS WHEREOF, the Issuer has caused this Note to be executed by its duly authorized representatives, on the date above mentioned.
[El impuesto de timbres y estampillas que grava este Pagaré se paga por ingresos mensuales de dinero en Tesorería General de la República de Chile, según Decreto Ley 3.475, Artículo 15 N° 2.]	[The stamp tax of this Note, shall be paid for monthly incomes of money in Tesorería General de la República de Chile, pursuant Decree 3.475, Article 15 N° 2.]26
Nombre Suscriptor/ Issuer Name: MANTOVERDE S.A. Domicilio Suscriptor/ Issuer’s Adress:[●] RUT Suscriptor / Issuer’s Taxpayer ID:77.020.457-7 Representantes Legales/ Representatives:

Nombre/ Name: [●] Cédula de Identidad/ Identification Number: [●] Domicilio/ Address: [●]	Nombre/ Name: [●] Cédula de Identidad/ Identification Number: [●] Domicilio/ Address: [●]

26 Filling Instructions: To be inserted only in Notes of local lenders.

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INSTRUCCIONES

Según lo dispuesto en el Art. 11 de la Ley 18.092 sobre Letra de Cambio y Pagarés, el Suscriptor instruye al Acreedor, para que incorpore al presente Pagaré (i) la Fecha de Emisión del mismo, (ii) la Fecha de Vencimiento, (iii) el Capital Adeudado, (iv) la Tasa de Interés y (v) cualquier otra enunciación de aquellas previstas en el artículo 102 de la Ley 18.092.

La Fecha de Emisión que incorpore el Acreedor al Pagaré corresponderá a la fecha en que se realice un giro de la línea de crédito denominada Bonding Facility Agreement otorgada por el Acreedor con fecha [●] de [●] de 2021 (el “ Bonding Facility Agreement ”) en favor del Suscriptor, para pagar una boleta de garantía u otra garantía emitida por el Acreedor a solicitud del Suscriptor contra la referida línea de crédito.

La Fecha de Vencimiento que incorpore el Acreedor al Pagaré corresponderá a (i) el Día Hábil que caiga 30 Días Hábiles contados desde la Fecha de Emisión o desde que se realice un giro de la línea de crédito denominada Bonding Facility Agreement otorgada en favor del Suscriptor, para pagar una boleta de garantía u otra garantía emitida por el Acreedor a solicitud del Suscriptor contra la referida línea de crédito, o (ii) el 22 de enero de 2031, lo que ocurra antes. El Acreedor podrá incorporar válidamente una fecha anterior para el evento que el Acreedor declare de plazo vencido y anticipe el término de la referida línea de crédito conforme a las disposiciones del Bonding Facility Agreement, en cuyo caso el Pagaré al cual se apliquen estas instrucciones será plenamente exigible.

El Capital Adeudado que incorpore el Acreedor al Pagaré corresponderá al monto total del giro que registre la línea de crédito otorgada en favor del Suscriptor con motivo del pago de la referida garantía o boleta de garantía, más sus correspondientes intereses, comisiones, primas de seguro, gastos y el impuesto de timbres y estampillas que fuere aplicable.

INSTRUCTIONS

In accordance with the provisions of Article 11 of Law 18,092 on Bills of Exchange and Promissory Notes ( Letra de Cambio y Pagaré ), the Issuer hereby instructs the Lender to incorporate to this Note (i) the Date of Issue, (ii) the Repayment Date, (iii) the Due Principal, (iv) the Interest Rate and (v) any other statement provided for in Article 102 of Law 18,092.

The Date of Issue to be incorporated by the Lender to the Note shall correspond to the date on which the line of credit granted by the Lender in favor of the Issuer on [●], 2021, denominated Bonding Facility Agreement (the “ Bonding Facility Agreement ”), is drawn, for the purposes of paying to its beneficiary the amounts due under the guarantee or bank on demand guarantee issued by the Lender upon the Issuer’s request under the abovementioned facility.

The Repayment Date to be incorporated by the Lender to the Note shall correspond to the earlier of (i) the Business Day falling thirty (30) Business Days after the Date of Issue Date of Issue or from the date the line of credit granted in favor of the Issuer is drawn, for the purposes of paying the amounts due under the guarantee or bank on demand guarantee issued by the Lender upon the Issuer’s request under the abovementioned facility, or (b) January 22, 2031. The Lender may validly incorporate an earlier date in the event that the Lender declares the term of the facility to be overdue and accelerates the termination of such credit line pursuant to the Bonding Facility Agreement, in which case the Note to which these instructions apply shall be fully due and payable.

The Due Principal to be incorporated by the Lender to the Note shall correspond to the total amount drawn under the line of credit granted in favor of the Issuer, plus the corresponding interest, commissions, insurance premiums, expenses and applicable stamp tax.

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La Tasa de Interés que incorpore el Acreedor The Interest Rate to be incorporated by the corresponderá al resultado de sumar la Tasa Lender to the Note shall correspond to the sum of TAB UF 90 (definida más adelante) más el (i) TAB UF 90 (as defined below) and (ii) the Margen Aplicable de 3,75% o 3,50% anual, Applicable Margin of 3.75% or 3.50% per annum según ello sea determinado por el Acreedor as determined by the Lender under del Bonding conforme a la referida línea de crédito Facility Agreement. For the purposes hereof, denominada Bonding Facility Agreement. “ TAB UF 90 ” shall mean the rate determined and Para estos efectos, “ Tasa TAB UF 90 ” informed by Chilean Benchmark Facility SpA significa aquella tasa determinada e (CBF) or by whomever assumes the managing informada por Chile Benchmark Facility SpA role thereof in the future (the “ Rate Manager ”) on (CBF), o por quien asuma el rol de a daily basis and referred to as “Tasa TAB Unidad administrador de dicha tasa en el futuro (el de Fomento de 90 días”. If the TAB UF 90 is “ Administrador de la Tasa ”), de forma diaria neither determined nor informed by the Rate bajo la denominación “Tasa TAB Unidad de Manager at the applicable Reference Time, it shall Fomento de 90 días”. Si la Tasa TAB UF 90 mean the “Tasa de Interés Corriente” informed by no es determinada ni informada por el the Comisión para el Mercado Financiero on that Administrador de Tasa en la Fecha de date. If the informed rate is less than zero, TAB Referencia correspondiente, Tasa TAB UF 90 UF 90 shall be deemed to be zero. “ Reference significará la “Tasa de Interés Corriente” Time ” means 11:00 a.m. (Chile time) on two informada por la Comisión para el Mercado Chilean banking days before the Issue Date of this Financiero en dicha fecha. Si la tasa Note. anteriormente descrita da un resultado inferior a cero, la Tasa TAB UF 90 se considerará cero. “ Fecha de Referencia ” significa las 11:00 a.m. (Chile) del segundo día bancario chileno anterior a la Fecha de Emisión del presente Pagaré. Para dar cumplimiento a estas instrucciones, Notwithstanding the obligations of the Lender no será necesario acreditar frente al under the Bonding Facility Agreement and the Suscriptor ni a terceros la forma en que se general rules applicable to the mandate, in order determinó (i) la Fecha de Emisión, (ii) la Fecha to comply with these instructions, it will not be de Vencimiento, (iii) el Capital Adeudado y (iv) necessary to provide evidence of the manner in la Tasa de Interés, no obstante las which (i) the Date of Issue, (ii) the Repayment obligaciones que al respecto recaigan sobre el Date, (iii) the Due Principal, and (iv) the Interest Acreedor conforme al Bonding Facility Rate were determined, neither to the Issuer nor to Agreement y las reglas generales del any third party. mandato. La presente instrucción tiene por objeto The purpose of this instruction is to allow the permitir al Acreedor, en su carácter de Lender, in its capacity as legitimate holder of the portador legítimo del Pagaré, o a su Note, or its assignee, to exercise the powers cesionario, ejercer la facultad concedida por el granted by the aforementioned Article 11 of Law citado artículo 11 de la Ley 18.092. No. 18,092. Para efectos prescritos en los Artículos 102 For the purposes prescribed in Articles 102 No. 3 Nº3 y 105 de la Ley 18.092, el Suscriptor and 105 of Law No. 18,092, the Issuer declares declara que el pagaré que ha suscrito debe that the executed Note shall be considered ser considerado pagadero a plazo, por lo que payable within a period of time, for which reason no es aplicable la norma contenida en el the rule contained in Article 49 of the Artículo 49 de la citada Ley 18.092. aforementioned Law 18,092 is not applicable.

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En Santiago de Chile, a [●] de [●] de [●] In Santiago, Chile, as of [●][27]

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Nombre/ Name: [●] Nombre/ Name: [●] Cédula de Identidad/ Identification Cédula de Identidad/ Identification Number: [●] Number: [●] Domicilio/ Address: [●] Domicilio/ Address: [●]

27 Filling Instructions: Insert Utilisation Date.

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Exhibit A to Part IV – Form of Allonge (Change of Due Principal)

HOJA DE PROLONGACIÓN DE PAGARÉ N°[●]	ALLONGE OF NOTE N° [●]
LUGAR DE EMISIÓN: Santiago, República de Chile	ISSUANCE PLACE: Santiago, Republic of Chile
FECHA DE EMISIÓN: [●]	ISSUANCE DATE: [●]
Hoja de prolongación del pagaré N° [●], de fecha [●] (el “Pagaré”), suscrito por MANTOVERDE S.A., sociedad anónima cerrada legalmente constituida y vigente de conformidad a las leyes de la República de Chile, Rol Único Tributario número 77.020.457-7, (en adelante, el “Suscriptor”), a la orden de[ACREEDOR GARANTÍA DE CIERRE], por la cantidad original de capital de UF [●].	Allonge of note N° [●], dated [●] (the “Note”), issued byMANTOVERDE S.A., a_sociedad_ _anónima cerrada_legally incorporated and existing in accordance with the laws of the Republic Chile, Taxpayer Identification Number 77.020.457-7 (hereinafter, the “Issuer”), to the order of[BONDING FACILITY LENDER], for the original amount of UF [●].
En este acto, y por medio de la presente hoja de prolongación (la “Hoja de Prolongación”), la que forma parte integrante del Pagaré, se modifica el mismo en el sentido de reducir el monto del capital adeudado bajo el Pagaré a la suma de UF [•] ([•] Unidades de Fomento), y en consecuencia se elimina el párrafo primero del Pagaré y se reemplaza por el siguiente:	In this act, and by means of this allonge sheet (the “Allonge Sheet”), which is part of the Note, the described Note is amended in the sense that the amount of principal due under the Note is reduced to the sum of UF [•] ([•]Unidades de Fomento), and therefore the first paragraph of the Note is deleted and replaced with the following:
“POR VALOR RECIBIDO, MANTOVERDE S.A., sociedad anónima cerrada legalmente constituida y vigente de conformidad a las leyes de la República de Chile, Rol Único Tributario número 77.020.457-7, domiciliada en [●], comuna de [●], Santiago, Chile (en adelante, el “Suscriptor”), declara que debe y pagará incondicionalmente a la orden de [ACREEDOR GARANTÍA DE CIERRE](en adelante, el “Acreedor”) la cantidad de capital de UF [●] ([●] Unidades de Fomento), en adelante el “Capital Adeudado”.”	“FOR VALUE RECEIVED, MANTOVERDE S.A., a_sociedad anónima cerrada_legally incorporated and existing in accordance with the laws of the Republic Chile, Taxpayer Identification Number 77.020.457-7, domiciled at [●], [●] borough, Santiago, Chile (hereinafter the “Issuer”), declares that it owes and will unconditionally pay to the order of[BONDING FACILITY LENDER] (hereinafter, the “Lender”), the principal amount of UF [●] ([●]Unidades de Fomento), hereinafter the “Due Principal”.”
En todo lo demás se mantienen vigentes las estipulaciones del Pagaré a que esta Hoja de Prolongación se refiere.	Unless expressly agreed herein the other sections of the Note shall remain in force and fully valid.
EN FE DE LO CUAL, el Suscriptor ha hecho que esta Hoja de Prolongación del Pagaré sea suscrita por sus representantes debidamente	IN WITNESS WHEREOF, the Issuer has caused this Allonge Sheet of the Note to be executed by

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autorizados, en el día y año indicados en su its duly authorized representatives, on the date encabezamiento. abovementioned.

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Nombre/ Name: [●] Nombre/ Name: [●] Cédula de Identidad/ Identification Number: Cédula de Identidad/ Identification Number: [●] [●] Domicilio/ Address: [●] Domicilio/ Address: [●]

SCHEDULE S HEDGING STRATEGY

Mantoverde S.A.: Common Terms Agreement

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CORPORATE HEDGING STRATEGY

(A) Purpose and Scope

Mantoverde S.A. (the “ Company ” or “ MV ”) considers it prudent to implement hedging programs related to copper and gold prices, foreign exchange rates, and interest rates (“ Hedging Transactions ”) during periods of significant capital expenditures as well as in the normal course of business.

MV will implement mandatory hedging transactions (“ Mandatory Hedging Transactions ”) and may at its sole discretion implement discretionary hedging transactions (“ Discretionary Hedging Transactions ”). The Hedging Transactions will be designed to reduce capex volatility, protect revenue, protect operating margins or to manage treasury activities. All Hedging Transactions must be objectively measurable as reducing risks directly relating to commercial activity or treasury financing activity. Hedging Transactions will not be used for speculative purposes and will be implemented by means of derivatives with cash settlement (save as expressly provided herein).

(B) Margin and Counterparties

To the extent permitted by applicable law, each Hedging Transaction (except for the Permitted AAML Hedging, as defined below) shall be implemented on an over‐the‐counter basis which does not contemplate the payment of variation margin or collateral at any time by MV to a counterparty and does not contain any provision giving a counterparty the right to convert, or require the conversion of, any Hedging Transaction into an agreement which contemplates the delivery of such margin or collateral payments.
Hedging Transactions entered with MV’s Lenders or their affiliates will be secured pari passu with the Term Loan Facility.
All copper hedging for the period prior to 30 June 2024 (the “ Target Project Completion Date ”) is to be entered into with the Lenders (or their affiliates) only, except for the Permitted AAML Hedging (as defined below).
All copper hedging (i) for the period from, and including, the Target Project Completion Date to, and including, the Project Completion Longstop Date and (ii) after the Project Completion Longstop Date, is to be either (x) Permitted AAML Hedging or (y) entered into with the Lenders (or their affiliates) only.
All interest rate hedging is to be entered into with the Lenders (or their affiliates) only.
All FX hedging is to be entered into with the Lenders (or their affiliates) only.
All hedging relating to gold (from copper concentrate production) is to be entered into with the Lenders (or their affiliates) only.

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For these purposes:

“ Permitted AAML Hedging ” means price fixing agreed in respect of specific physical deliveries with Anglo American Marketing Limited (the sole offtaker for 100% of the cathode production), in the form of fixed‐ price physical delivery under an offtake agreement and shall not be in the form of a financial derivative (whether cash‐settled or physically‐settled). Permitted AAML Hedging shall not exceed:

(a) in respect of the period prior to the Target Project Completion Date, 18% of MV’s projected copper cathode production during such period (excluding MVDP concentrate production) (as forecasted in the Base Case Financial Model); and

(b) in respect of the period from, and including, the Target Project Completion Date to, and including, the Project Completion Longstop Date, 18% of MV’s projected copper cathode production (excluding MVDP concentrate production) (as forecasted in the Base Case Financial Model) during that period.

There shall be no maximum to Permitted AAML Hedging after the Project Completion Longstop Date.

(C) Mandatory Hedging Transactions

1. Mandatory Pre‐Completion Copper Cathode Hedging Program

Mandatory Hedging Transactions in relation to cathode production before the Target Project Completion Date (the “ Mandatory Pre‐Completion Copper Cathode Hedging Program ”) will be entered into to the extent required below.

Except for the Permitted AAML Hedging, the Mandatory Pre‐Completion Copper Cathode Hedging Program will be implemented via over‐the‐counter cash settled spot, forwards and swaps (and, only in relation to Post‐Target Project Completion Date Mandatory Copper Hedging, collars and the purchase and/or sale of put and call options) as per this Hedging Strategy.

Volume

MV shall hedge a minimum of 65% and no more than 75% of its projected copper cathode production in respect of the period prior to the Target Project Completion Date (excluding MVDP concentrate production) (as forecasted in the Base Case Financial Model) (the “ Pre‐Target Project Completion Date Mandatory Copper Hedging ”); and
Unless otherwise agreed by the Majority Senior Lenders and MV (which agreement may include an agreement that no such hedging is required), if the Project Completion Date has not occurred by the Target Project Completion Date, MV shall hedge a minimum of 30% of its projected copper production as set forth in the Base Case Financial Model in respect of the period from, and including, the Target Project Completion Date to, and including, the Project Completion Longstop Date (the “ Post‐Target Project Completion Date Mandatory Copper Hedging ”).

==> picture [75 x 36] intentionally omitted <==

Timing of execution

The Mandatory Pre‐Completion Copper Cathode Hedging Program shall be executed as per the below schedule:

A minimum of 60% (or, if the weighted average price at which such hedge is placed is (or will become after executing the subsequent hedging transactions required to achieve the following percentage level of projected copper cathode production) equal to or greater than $3.000/lb, 65%) and no more than 75% of its projected copper cathode production in respect of the period prior to the Target Project Completion Date (excluding MVDP concentrate production) (as forecasted in the Base Case Financial Model) shall be hedged as a Condition Precedent to Financial Close.
The amount of MV’s projected copper cathode production hedged in accordance with the foregoing is referred to as the “ Base Copper Hedge Volume ”, and which amount shall include the Permitted AAML Hedging for the Pre‐Target Project Completion Date period.
The period within which MV shall execute the Base Copper Hedge Volume (excluding the Permitted AAML Hedging) commences on the day (the “ Execution Start Date ”) selected by MV in its entire discretion (provided that such day falls on or after the Hedging Programme Commencement Date) and shall end on (and include) the fifth Local Business Day (as such term is defined in the relevant Permitted Hedging Agreement) following the Execution Start Date (any day during this period being a “ Scheduled Execution Day ”). On each Scheduled Execution Day which is not affected by a Base Copper Hedge Extension Event (such day, an “ Execution Day ”), the Borrower shall execute hedging transactions representing at least one fifth of the Base Copper Hedge Volume (the “ Minimum Daily Volume ”) (provided that the Borrower may decide to execute a higher volume in its sole discretion and may execute a lower volume where a higher volume has been executed previously, and “Minimum Daily Volume” shall be construed accordingly). Any Scheduled Execution Day that is not an Execution Day shall be deferred until the next Local Business Day (as such term is defined in the relevant Permitted Hedging Agreement) which is (i) not an original Scheduled Execution Day and (ii) not affected by a Base Copper Hedge Extension Event (and where several Scheduled Execution Days are deferred, such days will be deferred sequentially so as not to fall on the same day).
A “Base Copper Hedge Extension Event” shall have occurred if, in relation to any Scheduled Execution Day (or deferred Scheduled Execution Day, as applicable), at all times during market hours, (i) market liquidity and/or prices are such that there is no reasonable prospect of hedging the Minimum Daily Volume (excluding the Permitted AAML Hedging), or as the case may be, the remaining unhedged portion of the Base Copper Hedge Volume, at or above the minimum weighted average price specified below (taking into account the possible effect on market liquidity and/or prices of executing hedging transactions in respect of the Minimum Daily Volume at the relevant time), and/or (ii) executing the Minimum Daily Volume (excluding the Permitted AAML Hedging), or as the case may be the remaining unhedged portion of the Base Copper Hedge Volume, would itself be adverse to MV’s commercial interests. For this purpose “adverse to MV’s commercial interests” means that, in relation to any Scheduled Execution Day (or deferred Scheduled Execution Day, as applicable), the then current 3 month LME price for copper is 5% or more below the lower of (i) the prior day’s 3 month LME closing price for copper, or (ii) the Average 3‐Month Hedging Price where:

==> picture [75 x 36] intentionally omitted <==

the Average 3‐Month Hedging Price is the average of the 3 Month Reference Price associated with each executed hedging transaction (weighted by the volume hedged), and
the 3‐Month Reference Price for a hedging transaction is the then current 3‐Month price at the time a hedging transaction is executed.
If the weighted average price at which the Base Copper Hedge Volume is hedged is less than $3.000/lb, an amount equal to the excess (if any) of (i) 65% of its projected copper cathode production in respect of the period prior to the Target Project Completion Date (excluding MVDP concentrate production) (as forecasted in the Base Case Financial Model) over (ii) the Base Copper Hedge Volume, shall be hedged not later than 30 June 2021 (the amount so hedged, the “ Supplemental Copper Hedge Volume ”).
If the Project Completion Date does not occur on or before the date which falls 30 days after the Target Project Completion Date, the Post‐Target Project Completion Date Mandatory Copper Hedging (if any) shall be entered into within 30 days of the date which falls 30 days after the Target Project Completion Date unless otherwise agreed between the Lenders and the Permitted Hedging Providers.

Pricing

The Base Copper Hedge Volume shall be executed at a minimum weighted average price of not less than $2.80/lb.

The aggregate of the Base Copper Hedge Volume and the Supplemental Copper Hedge Volume shall be executed at a minimum weighted average price of not less than $2.80/lb. Without prejudice to the foregoing, the Supplemental Copper Hedge Volume shall not itself be subject to a minimum price.

MV shall use reasonable efforts to execute Post‐Target Project Completion Date Mandatory Copper Hedging (if any) at a minimum price of $2.80/lb.

2. Mandatory FX Hedging Program

Mandatory Hedging Transactions related to foreign exchange (the “ Mandatory FX Hedging Program ”) will be limited to over‐the‐counter deliverable or non‐deliverable foreign currency spot, swaps, forwards, collars and the purchase and sale of put and call options.

Volume

MV shall hedge 100% of the MVDP EPC Contract USD/CLP exposure and 100% of the portion of its remaining expansionary capital expenditures that are denominated in CLP (and UF, if any) from the date of Financial Close until the Target Project Completion Date.

Timing of execution

MV shall execute the Mandatory FX Hedging Program as soon as reasonably practicable after the Execution Start Date and complete such hedging not later than the completion of the Mandatory Pre‐

==> picture [75 x 36] intentionally omitted <==

Completion Copper Cathode Hedging Program. The completion of the Mandatory FX Hedging Program shall be a Condition Precedent to Financial Close.

3. Mandatory Interest Rate Hedging Program

Mandatory Hedging Transactions related to interest rate (the “ Mandatory Interest Rate Hedging Program ”) will be limited to swaps, forward rate agreements and caps and (in the case of any swaps) will provide for a floor at 0% until the Project Completion Longstop Date. Any prepayment of any Term Facility Loans will occur concurrently with termination of any related interest rate hedging transactions and trigger mandatory partial termination of interest rate hedging if the Term Facility Loan prepayment leads to over‐hedging.

Volume

MV shall hedge 100% of the Term Facility Loans from time to time for the scheduled maturity date of the loans, assuming the full effect of the Excess Cash Flow sweep (as forecast in the Base Case Financial Model). Such maximum amount will be solely determined by reference to the aggregate notional amount of the relevant hedge transactions as a proportion of the principal amount of the Term Facility Loans at the relevant time.

Timing of execution

MV shall execute the Mandatory Interest Rate Hedging Program as soon as reasonably practicable after the execution of 95% of the Mandatory Pre‐Completion Copper Cathode Hedging Program and completion of the Mandatory FX Hedging Program and complete such hedging not later than the completion of the Mandatory Pre‐Completion Copper Cathode Hedging Program. The completion of the Mandatory Interest Rate Hedging Program shall be a Condition Precedent to Financial Close.

(D) Discretionary Hedging Transactions

1. Discretionary Post‐Completion Copper Hedging Program

MV is permitted, at its sole discretion, to enter into Hedging Transactions in relation to copper production after the Target Project Completion Date (the “ Discretionary Post‐Completion Copper Hedging Program ”) to the extent specified below.

The Discretionary Post‐Completion Copper Hedging Program will be implemented through either Permitted AAML Hedging or over‐the‐ counter cash or physically settled spot, forwards, swaps, collars and the purchase and sale of put and call options, all with financial compensation.

Volume

MV is permitted to hedge a maximum of 60% of its following 12 month scheduled copper production (including both cathode and concentrate production) (as forecasted in the Base Case Financial Model) after the Target Project Completion Date.

==> picture [75 x 36] intentionally omitted <==

Timing of execution

The Discretionary Post‐Completion Copper Hedging Program may be executed in respect of any time after the Project Completion Date.

2. Gold Hedging (from copper concentrate production)

MV is permitted, at its sole discretion, to enter into Hedging Transactions (if any) related to gold from copper concentrate production, which Hedging Transactions will be limited to over‐the‐counter spot, forwards, swaps, collars and the purchase and sale of put and call options. These Hedging Transactions can be settled either by physical LOCO London delivery of unallocated gold credits or cash payment.

The maximum maturity for all Hedging Transactions in respect of MV’s gold production is 24 months.

The base case price for gold is US$1,250/Oz.

3. Interest Rate Hedging

MV will be able to hedge up to 100% of the interest rate of the life of the loan after the Project Completion Date at its sole discretion. Such maximum amount will be solely determined by reference to the aggregate notional amount of the relevant hedge transactions as a proportion of the principal amount of the loans at the relevant time.

Hedging Transactions related to interest rate will be limited to swaps, forward rate agreements and caps and (in the case of any swaps) will provide for a floor at 0%. Any prepayment under the Term Loan will occur concurrently with any related interest rate hedging termination payments and trigger mandatory partial termination of interest rate hedging if the Term Loan prepayment leads to over‐hedging.

4. FX Hedging

MV will be able to hedge up to 100% of its operating costs exposure to CLP and UF from time to time after the Project Completion Date at its sole discretion.

Discretionary Hedging Transactions related to foreign exchange will be limited to over‐the‐counter deliverable or non‐deliverable foreign currency spot, swaps, collars, forwards and the purchase and sale of put and call options.

SCHEDULE T SOURCES AND USES

Sources	$m	Uses	$m
Equity Injection	263	Expansionary Capex	756
Uncovered Debt	210	Anglo American Payment	50
ECA Covered Debt	250	DSRA	40
EFA Debt	60	Net Interest Payment	61
Projected Pre-Completion Net Cash Flows	223	Financing Fees	12
Cost Overrun Facility -Drawn		Other Financing Fees (legal, DD,
Amount	3	agency, etc.)	7
		Equity Overfunding at Closing	56
		Excess/(Negative) Operating CFs	27
Total	1,009		1,009

Mantoverde S.A.: Common Terms Agreement

SCHEDULE U FORM OF IRREVOCABLE PAYMENT INSTRUCTION

Mantoverde S.A.: Common Terms Agreement

[Mantoverde letterhead]

MANTOVERDE S.A. IRREVOCABLE PAYMENT INSTRUCTION

To: BNP Paribas, in its capacity as Offshore Collateral Agent (the “ Offshore Collateral Agent ”)

787 Seventh Avenue, New York, New York 10019 Attention: Loan Servicing Dept.

cc: Mitsubishi Materials Corporation (“ MMC ”)

22F Marunouchi Nijubashi Building 3-2-3, Marunouchi, Chiyoda-ku, Tokyo 100-8117, Japan Attention: Kazufumi Yano, Munenari Narazaki and Yuto Hosogoe, Project Department, Mineral Resources Division

Mantos Copper Holding SpA (“ Mantos Copper ”)

Andrés Bello No. 2,457, Piso 19, Comuna de Providencia, Santiago Attention: John MacKenzie

MUFG Bank, Ltd. (the “ Administrative Agent ”)

1221 Avenue of the Americas, 6th Floor, New York, New York 10020 Attention: Lawrence Blat, Andre Fatovic, Anthony Cha

BNP Paribas (the “ Account Bank ”)

787 Seventh Avenue, New York, New York 10019 Attention: Redacted: Personal

___ February 2021

Dear Sirs,

Re: Mantoverde Development Project

1. Blocked Account

We, Mantoverde S.A. (“ Mantoverde ” or the “ Borrower ”), refer to the bank account denominated in US dollars, designated the “Mantoverde S.A. Blocked Account” and with account number 00200 642819 003 58 opened with the Account Bank at its branch in New York in the name of Mantoverde S.A. (the “ Blocked Account ”) which will be secured by a first priority lien in favour of the Finance Parties.

2. Common Terms Agreement

We, Mantoverde S.A., also refer to the common terms agreement dated on or about the date hereof between, among others, the Borrower, the Administrative Agent and the Offshore Collateral Agent relating to the senor credit facilities made available to the Borrower to support the financing of the Project, including US$520 million of term loan facilities, a US$51.6 million closure bond facility

and IRS, FX and copper hedging facilities (the “ Common Terms Agreement ”). Save as otherwise defined herein, capitalised terms used in this letter shall have the meanings given to them in the Common Terms Agreement.

3. Condition Precedent

Pursuant to the Common Terms Agreement, it is a condition precedent to the occurrence of the Hedging Programme Commencement Date that:

3.1. the Borrower shall have delivered an executed copy of this letter to the Administrative Agent;
3.2. each of the conditions precedent set forth in Part I ( Conditions Precedent to Effective Date ) of Schedule B ( Conditions Precedent ) to the Common Terms Agreement have been satisfied in a manner reasonably acceptable to the Administrative Agent; and
3.3. MMC shall have paid an amount equal to US$ 275,519,341 into the Blocked Account.
Subscription Agreement Conditions

MMC and the Borrower refer to the Subscription Agreement dated 7 February 2020 between the Borrower, Mantos Copper and MMC, as amended by deeds of variation entered into on 26 October 2020 and on or about 4 February 2021 (collectively, the “ Subscription Agreement ”) and, by its acknowledgement, confirmation and consent to this letter, hereby confirm that:

4.1. the Conditions (as defined in the Subscription Agreement), with the exception of the conditions outlined in Section 3(G) of the Subscription Agreement, have been satisfied or waived, including, without limitation, the Condition set forth in Section 3(E) of the Subscription Agreement which has been satisfied by the execution of the documents listed in Schedule 3 ( Project Finance Documents );
4.2. the Condition in Section 3(E) and 3(G) of the Subscription Agreement have been or will have been satisfied (or waived) with (i) the Conditions Precedent to the Effective Date under the Common Terms Agreement (other than the matters set out in Clause 3 above) having been satisfied (or waived) and (ii) this letter having been executed; and
4.3. the Resolutory Condition set forth in the Deed of Variation to the Subscription Agreement dated on or about 4 February 2021 will fail (and Completion under the Subscription Agreement shall be reconfirmed) following delivery of the Hedge Completion Notice before the Hedge Long Stop Date confirming that the transactions contemplated under the Permitted Hedge Agreements have been effected in accordance with the Hedging Strategy.

5. Credit Balance of Blocked Account

The Borrower hereby confirms that it has received from MMC in respect of its obligations under the Subscription Agreement the subscription funds (the “ Subscription Funds ”) being an amount equal to US$ 275,519,341.

6. Payment Instruction

Pursuant to and in accordance with Section 2(a) of the Offshore Blocked Account Control Agreement dated on or about 4 February 2021 among the undersigned, the Account Bank and the Offshore Collateral Agent, we hereby IRREVOCABLY DIRECT AND UNCONDITIONALLY AUTHORISE AND INSTRUCT YOU in your capacity as Offshore Collateral Agent to direct the Account Bank as follows:

6.1. Blocked Account: to maintain the Blocked Account at all times until all amounts standing to the credit of the Blocked Account have been paid or released in accordance with the terms of this letter;
6.2. Unauthorised Payments : to comply with the terms of the BNPP Blocked Account Agreement attached hereto at Schedule 4;

6.3. Authorised Payments:

(A) Completion: upon the Offshore Collateral Agent’s receipt of a notice substantially in the form set forth in Schedule 1 ( Form of Hedge Completion Notice ) signed by or on behalf of either (i) the Borrower and the Intercreditor Agent (acting together) or (ii) the Intercreditor Agent (acting alone) (either notice in (i) or (ii), the “ Hedge Completion Notice ”), to instruct the Account Bank to pay forthwith (and this shall be your good and sufficient authority for doing so), on the Business Day that the Hedge Completion Notice is received, all sums standing to the credit of the Blocked Account (consisting of the Subscription Funds and any interests accrued thereon (if any)) to the Offshore Proceeds Account no. 00200642819USD00164; provided that if the Hedge Completion Notice is received later than 3pm on a Business Day, the payment shall be made on the next succeeding Business Day;
(B) Hedging Unwind: upon the Offshore Collateral Agent’s receipt of a notice substantially in the form set forth in Schedule 2 ( Form of Hedging Unwind Notice ) signed by or on behalf of the Intercreditor Agent (the “ Hedging Unwind Notice ”), to instruct the Account Bank to pay forthwith (and this shall be your good and sufficient authority for doing so), on the Business Day that the Hedging Unwind Notice is received, 30 per cent. of the amount specified in the Hedging Unwind Notice as losses finally determined to have been incurred by the Hedge Banks from unwinding the Permitted Hedge Agreements (the “ Hedging Unwind Losses ”), from amounts standing in the Blocked Account to the Administrative Agent at:

Bank Name: MUFG Bank, Ltd. ABA No: 026-009-632 SWIFT ID: BOTKUS33 Account No.: 9777-0191 Attention: Agency Desk Account Name: Loan Operations Department Reference: Mantoverde SA

provided that if the Hedging Unwind Notice is received later than 3pm on a Business Day, the payment shall be made on the next succeeding Business Day;

(C) Hedge Long Stop Date: if the Hedge Completion Notice has not been received by the Offshore Collateral Agent on or prior to 3pm, New York time, on 8 March 2021 (the “ Hedge Long Stop Date ”), then, on the later of (i) the Hedge Long Stop Date and (ii) the date upon which the final determination is made in respect of the Hedging Unwind Losses (but in no event later than 31 March 2021), the Offshore Collateral Agent shall instruct the Account Bank to pay on the earlier of the next succeeding Business Day and the date on which the payment under Clause 6.3 (B) above is made (and this shall be your good and sufficient authority for doing so), an amount equal to:
(1) the amount standing to the credit of the Blocked Account (consisting of Subscription Funds and any interests accrued thereon (if any); less
(2) 30 per cent. of the Hedging Unwind Losses (if any),

from amounts standing in the Blocked Account to MMC at:

Bank name: MUFG Bank , Ltd., Head Office Bank address: 7-1,Marunouchi 2-chome,Chiyoda-ku,Tokyo 100-8388 Japan SWIFT code: BOTK JP JT Account No.: 0001606 Account name: Mitsubishi Materials Corporation Address: 3-2-3, Marunouchi Chiyoda-Ku Tokyo 100-8117, Japan

7. Termination

The parties’ obligations hereunder shall terminate on the first to occur of (i) the payment to the Offshore Proceeds Account of all sums standing to the credit of the Blocked Account in accordance with Clause 6.3 (A) above and (ii) payment to MMC of all remaining amounts standing to the credit of the Blocked Account in accordance with Clause 6.3 (C) above.

8. Borrower

8.1. Power and Authority: The Borrower represents and warrants that:

8.1.1. it has the legal right and full power and authority to provide and perform the obligations and undertakings contained in this letter; and
8.1.2. this letter when executed will constitute legal, valid and binding obligations on the Borrower in accordance with its respective terms and will not conflict with any document, law or regulation which is binding on the Borrower where the result of any such conflict would prevent the Borrower complying with any of its obligations pursuant to this letter.

9. Warranties and Acknowledgements

9.1. Power and Authority: MMC represents and warrants that:
9.1.1. it has the legal right and full power and authority to provide and perform the obligations and undertakings contained in this letter; and

9.1.2. this letter when executed will constitute legal, valid and binding document on MMC in accordance with its respective terms and will not conflict with any document, law or regulation which is binding on MMC where the result of any such conflict would prevent MMC complying with any of the terms under this letter.
9.2. Acknowledgements by MMC : MMC acknowledges, confirms and consents:
9.2.1. to the terms of this letter;
9.2.2. that each of the Finance Parties has and is relying on this acknowledgement, confirmation and consent of MMC in entering into this letter; and
9.2.3. that each of the Finance Parties is hereby made an express third-party beneficiary of this letter and may enforce its terms (by specific performance or otherwise).
9.3. Acknowledgements by Offshore Collateral Agent : Offshore Collateral Agent (acting on the instructions of the Intercreditor Agent which is hereby given) acknowledges, confirms and consents:
9.3.1. to the terms of this letter; and
9.3.2. that MMC has and is relying on on this acknowledgement, confirmation and consent of Offshore Collateral Agent in entering into this letter.

10. General

10.1. Confidentiality: This letter shall be treated as strictly confidential and shall not, without each other party's prior written consent, be disclosed in whole or in part to any person, other than: (a) to a party's employees, directors, professional advisers, affiliates and financing sources; (b) to each of the Finance Parties and their respective employees, directors, affiliates and professionals advisers, in each case, on a confidential basis; and (c) to the extent legally required to disclose or in connection with any legal proceeding related to this letter or the transactions contemplated hereby.
10.2. Binding Obligations: The provisions of this letter shall be binding upon the parties and their respective successors and permitted assigns.
10.3. Amendments : No amendment or modification of this letter shall be effective unless in writing and signed by or on behalf of each of the parties and consented to by the Administrative Agent on behalf of the Finance Parties.
10.4. Assignments : Except as otherwise set forth in this letter, neither this letter nor any right or obligation hereunder shall be assigned, novated, pledged, held in trust or otherwise transferred in whole or in part by either party, without the prior written consent of the other party hereto and Administrative Agent on behalf of the Finance Parties.
10.5. Invalidity and Severability : If any provision in this letter shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the parties. To the extent it is not possible to delete or modify

the provision, in whole or in part then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this letter and the legality, validity and enforceability of the remainder of this letter shall, subject to any deletion or modification made under this Clause 10.5, not be affected.

10.6. Governing Law : All issues and questions concerning the construction, validity, interpretation and enforceability of this letter shall be governed by and construed in accordance with English law.

Please sign and return to us a copy of this letter.

………………………………………

For and on behalf of Mantoverde S.A.

We hereby acknowledge, confirm and consent to this letter agreement.

………………………………………

For and on behalf of Mitsubishi Materials Corporation

Date:

………………………………………

For and on behalf of Mantos Copper Holding SpA

Date:

………………………………………

For and on behalf of BNP Paribas, as Offshore Collateral Agent

Date:

………………………………………

For and on behalf of MUFG Bank, Ltd., as Intercreditor Agent

Date:

SCHEDULE 1 FORM OF HEDGE COMPLETION NOTICE

To: BNP Paribas (the “ Offshore Collateral Agent ”)

787 Seventh Avenue, New York, New York 10019 Attention: Loan Servicing Dept.

cc:

MMC

22F Marunouchi Nijubashi Building 3-2-3, Marunouchi, Chiyoda-ku, Tokyo 100-8117, Japan Attention: Kazufumi Yano, Munenari Narazaki and Yuto Hosogoe, Project Department, Mineral Resources Division

Mantos Copper Holding SpA

Andrés Bello No. 2,457, Piso 19, Comuna de Providencia, Santiago Attention: John Mackenzie

MUFG Bank, Ltd. (the “ Administrative Agent ”)[ 1]

1221 Avenue of the Americas, 6th Floor, New York, New York 10020 Attention: Lawrence Blat, Andre Fatovic, Anthony Cha

[date]

Re: Blocked Account

Irrevocable Payment Instruction

We refer to the Irrevocable Payment Instruction dated __ February 2021 from Mantoverde S.A. to BNP Paribas in its capacity as Offshore Collateral Agent (the “ Irrevocable Payment Instruction ”). Save as otherwise defined herein, capitalised terms used in this letter shall have the meanings given to them in the Irrevocable Payment Instruction.

Hedge Completion Notice

This letter is the Hedge Completion Notice referred to at paragraph 6.3(A) ( Authorised Payments of the Irrevocable Payment Instruction.

Hedging Strategy Execution

We refer to the Hedging Strategy and hereby confirm that:

(A) the Base Hedge Copper Volume (as defined therein) has been hedged at an average price of US$[ ] / lb, which exceeds the required average hedged price of US$2.80 / lb;
(B) 100 per cent. of the MVDP EPC Contract US$/CLP exposure and [●] per cent. of the portion of our remaining expansionary capital expenditures that are denominated in CLP (and UF, if any) from [the date of Financial Close] until the Target Project Completion Date, in a total aggregate amount equal to US$[  ] has been hedged at an average price of [  ], which is within the acceptable pricing range for this hedging of [  ] to [  ]; and

1 Only to be included in the cc if the notice is delivered by Mantoverde

U10

(C) 100 per cent. of the interest rate exposure of the Available Term Facilities, in a total aggregate amount equal to US$520 million, has been hedged at an average price of [  ] per cent., which is within the acceptable pricing range for this hedging of [  ] per cent. to [  ] per cent.

6. Direction

We hereby IRREVOCABLY DIRECT AND UNCONDITIONALLY AUTHORISE AND INSTRUCT YOU to instruct the Account Bank to pay forthwith (and this shall be your good and sufficient authority for doing so) all sums standing to the credit of the Blocked Account with account number 00200 642819 003 58 to the Offshore Proceeds Account no. 00200642819USD00164; provided that if this Hedge Completion Notice is received later than 3pm on a Business Day, the payment shall be made on the next succeeding Business Day.

7. Governing law

This notice shall be governed by and construed in accordance with English law.

[executed by one of the following, Mantoverde S.A. and MUFG, as Intercreditor Agent (acting together) or MUFG, as Intercreditor Agent (acting alone)]

………………………………………

For and on behalf of

[Mantoverde S.A.]

Date:

………………………………………

For and on behalf of

[MUFG Bank, Ltd., as Intercreditor Agent]

Date:

OR

………………………………………

For and on behalf of

[MUFG Bank, Ltd., as Intercreditor Agent]

Date:

U11

SCHEDULE 2 FORM OF HEDGING UNWIND NOTICE

To: BNP Paribas (the “ Offshore Collateral Agent ”)

787 Seventh Avenue, New York, New York 10019 Attention: Loan Servicing Dept.

cc: MMC

22F Marunouchi Nijubashi Building 3-2-3, Marunouchi, Chiyoda-ku, Tokyo 100-8117, Japan Attention: Kazufumi Yano, Munenari Narazaki and Yuto Hosogoe, Project Department, Mineral Resources Division

Mantos Copper Holding SpA

Andrés Bello No. 2,457, Piso 19, Comuna de Providencia, Santiago Attention: John Mackenzie

[date]

Re: Blocked Account

1. Irrevocable Payment Instruction

We refer to the Irrevocable Payment Instruction dated [  ] February 2021 from Mantoverde S.A. to BNP Paribas (the “ Irrevocable Payment Instruction ”). Save as otherwise defined herein, capitalised terms used in this notice shall have the meanings given to them in the Irrevocable Payment Instruction.

2. Hedging Unwind Notice

This letter is the Hedging Unwind Notice referred to at paragraph 6.3(B) ( Authorised Payments ) of the Irrevocable Payment Instruction.

3. Hedging Unwind Losses

The Hedge Banks have calculated the Close-out Amount under Section 6(e) of the ISDA of the Permitted Hedging Agreements as equal to US$_. Therefore the aggregate losses finally determined to have been incurred by the Hedge Banks from unwinding the Permitted Hedge Agreements is equal to US$ and thirty per cent. of such amount is $___[2] .

4. Direction

We hereby IRREVOCABLY DIRECT AND UNCONDITIONALLY AUTHORISE AND INSTRUCT YOU to instruct the Account Bank to pay forthwith (and this shall be your good and sufficient authority for doing so):

2 This amount is the amount to be included in the amount required by footnote 3

U12

(A) the sum of [_____][3] from amounts standing in the Blocked Account with account number Redacted: Personal Information

==> picture [55 x 77] intentionally omitted <==

==> picture [105 x 77] intentionally omitted <==

(B) the sum of [_____][4] from amounts standing in the Blocked Account with account number Redacted: Personal Information

==> picture [54 x 58] intentionally omitted <==

==> picture [217 x 58] intentionally omitted <==

provided that if this Hedging Unwind Notice is received later than 3pm on a Business Day, the payments shall be made on the next succeeding Business Day.

Governing law

This notice shall be governed by and construed in accordance with English law.

………………………………………

For and on behalf of

MUFG Bank, Ltd., as Intercreditor Agent

Date:

3 Insert amount from footnote 2

4 Insert US$275,519,341 less amount from footnote 2

U13

SCHEDULE 3 PROJECT FINANCE DOCUMENTATION

1. The Common Terms Agreement.

2. The Uncovered Facility Agreement.

3. The ECA Covered Facility Agreement.

4. The ECA Direct Facility Agreement.

5. The Bonding Facility Agreement.

6. The Collateral Agency and Intercreditor Deed.

7. The Onshore Collateral Agency Agreement.

8. The Accounts Agreement.

9. Each of the following Direct Agreements:

9.1. the MVDP EPC Direct Agreement;
9.2. the Boliden Offtake Direct Agreement; and
9.3. the Anglo Offtake Direct Agreement.

10. Each of the following Permitted Hedging Agreements:

10.1. the ISDA master and schedule agreement between the Borrower and each initial Permitted FX Hedge Provider;
10.2. the ISDA master and schedule agreement between the Borrower and the initial Permitted Interest Rate Hedge Provider;
10.3. the ISDA master and schedule agreement between the Borrower and each initial Permitted Commodity Hedge Provider; and
10.4. the Hedging Bank Execution Bank Mandate Letter to the Borrower, ING Capital Markets LLC and NATIXIS, London branch with from BNP Paribas.

11. Each of the following Security Documents shall have been duly executed and a copy of each Security Document delivered to the Administrative Agent:

11.1. US Security Agreement;
11.2. each Offshore Accounts Control Agreement;
11.3. English Charge;
11.4. Onshore Commercial Pledge over Borrower’s Shares (Mantos Holding);

U14

11.5. Onshore Pledge Without Conveyance over Borrower’s Shares (Mantos Holding);
11.6. Each Onshore Collection Mandate;
11.7. Onshore Accounts Control Agreement;
11.8. each Onshore Pledge Without Conveyance of Rights under Material Project Documents;
11.9. Onshore Pledge without Conveyance over Monies and Authorised Investments;
11.10. Onshore Pledge without conveyance over Copper and Mineral Assets;
11.11. Onshore Pledge without conveyance over Existing and Future Equipment and Movable Assets;
11.12. Onshore Pledge without conveyance over Existing and Future Intellectual Property;
11.13. Onshore Mortgage over Mining Concessions;
11.14. Onshore Mortgage over Real Estate;
11.15. Onshore Mortgage over Water Rights;
11.16. each Onshore Conditional Assignment of Rights under Material Project Documents; and
11.17. Security Certificate.

U15

SCHEDULE 4 FORM OF BNPP BLOCKED ACCOUNT AGREEMENT

( Offshore Blocked Account Control Agreement )

SCHEDULE V FORM OF BRING-DOWN LETTER

Mantoverde S.A. (RUT 77020457-7) (the “Borrower”)

TO MUFG Bank, Ltd. (“ MUFG ”) as Administrative Agent acting on behalf of the Finance Parties under the CTA (as defined below) and the Finance Documents.

AND TO: [Natixis (“ Natixis ”) as ECA Agent][1]

RE: The common terms agreement dated [], 2021 between the Borrower, the Mandated Lead Arrangers, the Administrative Agent, the Intercreditor Agent, the Senior Lenders, the Permitted Hedge Providers, and the other parties and financial institutions party to it from time to time (the “ CTA ”) in connection with the development, financing and operation of the expansion of the Mantoverde copper mining project, and associated facilities, which together cover both the existing oxide operations and the development of the sulphide operations.

Unless otherwise defined in this letter, words and expressions defined in the CTA shall have the same meaning when used herein.

I, [ name ], as [ role/title ] and authorised signatory of the Borrower hereby confirm on behalf of the Borrower, without incurring any personal liability (save for fraud or wilful misrepresentation), that as at the date of this letter:

This letter is given with the knowledge, among other things, that it will be relied upon by you in connection with the Financial Closing Date under the CTA;
I hold the office specified above and as such am familiar with the business and affairs of the Borrower and have knowledge of the facts stated herein. I have reviewed such books and records of the Borrower and such other documents and have made such reasonable inquiries and investigations as I consider necessary or advisable for the purpose of verifying the matters set out in this certificate.
[The persons whose names appear listed as an authorised signatory in Schedule 2 are duly elected or appointed and are duly qualified and authorised directors or officers of the Borrower who hold the respective office(s) set forth opposite his or her name as indicated, and each such authorised signatory, acting alone, is duly appointed and authorised to execute and deliver this letter and any instruments, agreements or other documents required thereunder, to which the Borrower is a party;][2]
The ECA Guarantee remains in full force and effect.

1 To be included where the relevant condition precedent under Schedule B ( Conditions Precedent ) to the CTA requires it.

2 This paragraph should only apply if there has been a change of authorised officers.

Mantoverde S.A.: Common Terms Agreement

The following documents delivered to the Administrative Agent [and the ECA Agent][ 3] on the Effective Date remain correct, complete and in full force and effect, and have not been amended, altered, varied, supplemented or superseded since they were so delivered on the Effective Date:
5.1 the Officer’s (Authorised Signatory) Certificate of the Borrower dated [[]/the Effective Date] and all documents appended thereto;
5.2 the following Finance Documents:
- (A) [the CTA;
- (B) the Uncovered Facility Agreement;
- (C) the ECA Covered Facility Agreement;
- (D) the ECA Direct Facility Agreement;
- (E) the Bonding Facility Agreement;
- (F) the Collateral Agency and Intercreditor Deed;
- (G) the Onshore Collateral Agency Agreement;
- (H) the Accounts Agreement;
- (I) the Onshore Accounts Agreement;
- (J) the COF Subordination Agreement;
- (K) the MVDP EPC Direct Agreement;
- (L) the MMC Offtake Direct Agreement;
- (M) the Boliden Offtake Direct Agreement;
- (N) the Anglo Offtake Direct Agreement;
- (O) the ISDA master and schedule agreement between the Borrower and each initial Permitted FX Hedge Provider (Banco De Crédito e Inversiones and MUFG Bank Ltd.);
- (P) the ISDA master and schedule agreement between the Borrower and Société Générale as initial Permitted Interest Rate Hedge Provider;
- (Q) the ISDA master and schedule agreement between the Borrower and each initial Permitted Commodity Hedge Provider (BNP Paribas, ING Capital Markets LLC and Natixis; and

3 To be included where the relevant condition precedent under Schedule B ( Conditions Precedent ) to the CTA requires it.

  - (R) the Hedging Bank Execution Mandate Letter with BNPP;][4]

The content of and information contained in the following reports delivered to the Administrative Agent [and the ECA Agent][ 5] on the Effective Date remain true and correct in all material respects since they were so delivered on the Effective Date:
6.1 [the technical DD report from the Independent Technical Consultant;
6.2 the insurance report from the Independent Insurance Advisor;
6.3 the environmental report from the Independent Environmental & Social Consultant; 6.4 the report and audit (including tax audit) of the Base Case Financial Model from the Model Auditor;
6.5 [the Construction Budget, Plan and Schedule]; and
6.6 [the Life of Mine Plan].][ 6]
[The following documents delivered to the Administrative Agent [and the ECA Agent][ 7] on the Effective Date have been amended since they were so delivered but each such document (as so amended) remains in full force and effect:
7.1 []; and
7.2 [].

Copies of these documents, as amended and/or supplemented are appended to this letter as 0.] 8

This is the Bring-down Letter referred to under paragraph[s] [1], [2.1], [2.9], [7], [9.2] and [9.3] of Part II ( Conditions Precedent to Financial Closing Date ) of Schedule B ( Conditions Precedent ) to the CTA.[9]

This certificate may be signed in one or more counterparts and transmitted by electronic means. Each such counterpart is deemed to be an original and together they constitute one and the same certificate. Transmission of electronic copies of signed originals has the same effect as delivery of such signed originals.

[ signature page follows ]

4 To be selected, as applicable.

5 To be included where the relevant condition precedent under Schedule B ( Conditions Precedent ) to the CTA requires it.

6 To be selected, as applicable.

7 To be included where the relevant condition precedent under Schedule B ( Conditions Precedent ) to the CTA requires it.

8 To be selected, as applicable.

9 Can be included in one single Bring-down Letter or several, as required.

IN WITNESS WHEREOF, the undersigned, on behalf of the Borrower has caused this certificate to be duly executed

DATED this ___ day of_____, 2021.

Authorised Signatory[10] Name: [] Position: []

The undersigned, [ ], duly appointed [ Director role ] of the Borrower, certifies that [ ] is the duly appointed [ Officer role ] the Borrower and that the signature appearing above is their true signature.

DATED this ___ day of , 2021.

Name: [ ]

10 This Bring-down Letter will be signed by an authorised member of the Core Management (being the chairman, the chief executive officer, chief operating officer, chief financial officer, manager - projects, manager - environmental and business sustainability, manager - exploration, manager - HR or any other equivalent role or functions)

Schedule 1 Documents

[Schedule 2 Incumbency]

NAME TITLE SIGNATURE

AI assistant

Capstone Copper Corp. — Capital/Financing Update 2022

48344_rns_2022-06-14_1c1051ce-84c6-4d42-8ef1-a1d836e6cf7e.pdf

COMMON TERMS AGREEMENT

CERTAIN FINANCIAL INSTITUTIONS NAMED IN THIS AGREEMENT

Table of Contents

ARTICLE 1 INTERPRETATION

1.1 Definitions

“ Acceptable Bank ” means:

“ Accounts Control Agreements ” means:

“ Agency Fee Letters ” means:

“ Authorised Investment ” means:

“ Bail-In Legislation ” means:

“ Basel II Regulation ” means:

“ Bonding Facility Commitment ” means:

“ Bonding Facility Lender ” means:

" Cost Overrun Lender " means MMC.

“ ECA Covered Facility Commitment ” means:

“ ECA Covered Facility Lender ” means:

“ ECA Direct Facility Commitment ” means:

“ ECA Direct Facility Lender ” means:

“ Facility Agreements ” means:

“ FATCA ” means:

“ FATCA Application Date ” means:

“ Finnvera ” means Finnvera plc.

“ IFC EHS Guidelines ” means the following guidelines:

“ Increased Cost ” means:

“ Material Project Documents ” means:

“ Offshore Accounts Control Agreements ” means:

and “ Offshore Accounts Control Agreement ” means any one of them.

“ Onshore Pledges Without Conveyance ”, means:

“ Onshore Pledges over Shares ” means

“ Onshore Security Documents ” means, collectively:

“ Permitted Indebtedness ” means:

“ Permitted Transferee ” means:

“ PPA Performance Bond ” means:

“ Prohibited Payment ” means:

“ Qualifying Entity ” means any:

“ Security Documents ” means:

“ Sernageomin ” means the Chilean Servicio Nacional de Geologia y Mineria .

“ Term Facility Lender ” means:

“ Total Commitments ” means:

“ Uncovered Facility Commitment ” means:

“ Uncovered Facility Lender ” means:

“ Utilisation Request ” means:

“ Write-down and Conversion Powers ” means:

1.2 Certain Rules of Interpretation

1.3 Currency

1.4 Knowledge

1.5 No Subordination

1.6 Conflict

ARTICLE 2 FACILITIES

2.1 Facilities

2.2 Finance Parties’ Rights and Obligations

2.3 Finance Parties acting together

2.4 Independence of the Finance Documents

2.5 Purpose and Use of Proceeds

2.6 Monitoring

2.7 Utilisation

ARTICLE 3 REPAYMENT, PREPAYMENT AND CANCELLATION

3.1 Repayments

3.2 Mandatory Prepayments

3.3 Mandatory Prepayment - Cash Sweep

(e) Other Offtake Contract Cancellation. If:

(f) ECA Guarantee Cancellation. If:

3.4 Voluntary Prepayment

3.5 Voluntary Cancellation

3.6 Automatic Cancellation

3.7 Right of Cancellation and Repayment in Relation to a Single Senior Lender

3.8 Application

3.9 Miscellaneous

ARTICLE 4 INTEREST AND FEES

4.1 Payment of Interest

4.2 Default Interest

4.3 Fees

ARTICLE 5 TAX GROSS-UP AND INDEMNITY

5.1 Definitions

5.2

Tax Gross-Up

5.3 Tax Indemnity

Capstone Copper Corp. Capital/Financing Update 2022