Common use of Five Clause in Contracts

Five. At the latest, within the sixty days following each quarter after the initiation of the commercial production of the Properties and of the first sale of Mineral Products, RCR will present to the Shareholders of the Offeror - applying in section 6.4 of the sixth clause above- a reasonably detailed statement, (recovery, grades, production, cost and other relevant for the determination of the NSR) on the last day of the quarter immediately preceding or that of the reinitiating of commercial production and first sale of Mineral Products in the case of the first payment, of the calculation of the Royalty to be paid to the Offeror with respect to the pertinent quarter; Six) Any adjustment of calculation of the Royalty that could have its origin in accordance with what has been exposed, as for example, as a result of a quarterly statement to which reference is made in number Eight of this clause, shall be effected in the immediately following quarterly statement; Seven) For the purposes of the calculation of the amount of the Royalty, if RCR should sell a Mineral Product to one of its related, subsidiary or affiliated companies, without having negotiated their sale price in an equal manner, in such case, and only for he purposes of the calculation of the NSR and regardless of the actual amount of the pertinent sale price, RCR must add to the actual amount of such sale price, the sum that is sufficient so that such sale price constitutes a net reasonable sale price of the Mineral Product, as if it had been negotiated in an equal manner, after considering all the pertinent circumstances (including without limitation, the market conditions then prevailing with respect to the Mineral Product concentrates or other materials or products similar to the corresponding product). Through notification RCR will inform the Offeror about the amount of the reasonable sale price and if the Offeror does not object to it within the sixty days following the receipt of such notice, such amount will be definitive and compulsory for the purposes of this clause;

Five. At the latest, within the sixty days following each quarter after the initiation of the commercial production of the Properties and of the first sale of Mineral Products, RCR will present to the Shareholders of the Offeror - applying in section 6.4 of the sixth clause above- a reasonably detailed statement, (recovery, grades, production, cost and other relevant for the determination of the NSR) on the last day of the quarter immediately preceding or that of the reinitiating of commercial production and first sale of Mineral Products in the case of the first payment, of the calculation of the Royalty to be paid to the Offeror with respect to the pertinent quarter; Six) Any adjustment of calculation of the Royalty that could have its origin in accordance with what has been exposed, as for example, as a result of a quarterly statement to which reference is made in number Eight of this clause, shall be effected in the immediately following quarterly statement; Seven) For the purposes of the calculation of the amount of the Royalty, if RCR should sell a Mineral Product to one of its related, subsidiary or affiliated companies, without having negotiated their sale price in an equal manner, in such case, and only for he purposes of the calculation of the NSR and regardless of the actual amount of the pertinent sale price, RCR must add to the actual amount of such sale price, the sum that is sufficient so that such sale price constitutes a net reasonable sale price of the Mineral Product, as if it had been negotiated in an equal manner, after considering all the pertinent circumstances (including without limitation, the market conditions then prevailing with respect to the Mineral Product concentrates or other materials or products similar to the corresponding product). Through notification RCR will inform the Offeror about the amount of the reasonable sale price and if the Offeror does not object to it within the sixty days following the receipt of such notice, such amount will be definitive and compulsory for the purposes of this clause;; Eight) RCR will prepare a quarterly statement of the royalty at the latest within the sixty days following the closing of each quarter and RCR shall deliver to the Shareholders of the Offeror immediately a copy of such statement; Nine) RCR binds itself to maintain complete updated records as regards the production and sale of Mineral Products, including accounts, registries, statements and returns related with the provisions of treatment and smelting of the Mineral Product, the Shareholders of the Offeror, acting jointly with the legal mining companies offerors of the mining claims referred to in number one above and through a sole representative being authorized, at all reasonable times, even during a period of sixty days after the termination or revocation of this deed, to inspect such registries, statements and returns, and to make copies thereof in order to verify the amount of the payments of Royalty that RCR must make to the Offeror in accordance with what is herein provided. The Offeror shall be entitled to ask Independent external auditors, at its own cost, to make an annual audit of such accounts. Ten) All the payments for the concept of Royalty will be considered concluding in the full compliance of all the obligations of RCR in this connection, if such payments or their calculation are not refuted by the Offeror, acting in the way indicated in the preceding number, within the sixty days following the receipt by the Offeror of the quarterly statement referred to in number Eight. Eleven) RCR will give notice to the Offeror of the date of commencement of the Commercial production and of the first commercial sale of Mineral Products. RCR may extract reasonable quantities of mineral and rocks from the Properties (considered either individually or else jointly with the mining claims referred to in number one above) for purposes of sampling in volume and of assay, without having to pay Royalty for it to the Offeror, unless income is generated for the pertinent mineral and rocks; Twelve) RCR will be entitled to mix with minerals of the Properties (considered either individually or else jointly with the mining claims referred to in number one above) the mineral obtained from other properties, subject to the fact that prior to such mixture, RCR must adopt and apply reasonable practices and procedures of weighing, determination of the humidity content, sampling and assays, and also must use reasonable recovery and accurate factors to establish the quantities of products derived from or attributable to the mineral extracted and produced of the Properties. RCR will maintain exact records of the results of the samplings, weight and analyses of the mineral extracted and produced from the Properties (considered either individually or else jointly with the mining clams referred to in number one above).