Common use of Powers and Obligations Clause in Contracts

Powers and Obligations. 28.4.1 The Agent shall be entitled as follows: (a) to assume, unless having received any notice to the contrary from any other party to this Agreement in its condition as Agent, that: (i) any formal representations made by the Borrower or the Guarantor in connection with this Agreement, any of the other Finance Documents or the securities provided hereunder are true; (ii) no Event of Default has occurred pursuant to the provisions of Clause 20.1 herein above; and (iii) no right or power conferred under this Agreement upon all or upon the Majority Lenders, as the case may be, or upon each of them or upon any other person or group of persons has been exercised, unless it has received, in its capacity as Agent to the Lenders, notification to the contrary from any other party to the Agreement; (b) to exercise on behalfof the Lenders the appropriate judicial or extrajudicial actions and claims in relation to the guarantees provided at all times by the Lenders and/or the Guarantor in favour of the Lenders in accordance with the provisions of this Agreement. The Lenders may grant to the Agent such powers of attorney as may be necessary for this purpose whenever possible. Likewise, any enforcing Lender to which the above granting is not possible, undertakes to exercise jointly with the Agent and/or with the other enforcing Lender as applicable—and in the same procedure—the aforementioned actions and claims in question; (c) to engage and pay for the advice or services of lawyers, accountants, or other experts whose advice or services may appear to it to be necessary, desirable or desirable, and rely on the advice thus obtained. However, in the event that the fees may be relevant, the Agent, prior to the hiring of such services: (a) request three (3) estimates from among the most prestigious experts in the sector, choosing the cheapest of them and (b) inform the Lenders in case any of them has any objection in this respect; (d) to rely on any communication or document that it considers to be authentic; (e) to refrain from exercising any right or power corresponding to it in its capacity as Agent by virtue of this Agreement and/or the security granted under it, unless and until it receives from a Majority Lenders or from all of the Lenders, as the case may be, instructions as to whether or not it should exercise such right or power and, if it ought to do so, how it should exercise that right or power; and

Powers and Obligations. 28.4.1 The Agent Subject to the approval of each Program by the Management Committee and to funds being advanced by the Parties who have elected to contribute to such Program, the powers and obligations of the Operator shall be entitled as follows: (a) to assume, unless having received any notice to manage the contrary from any other party to this Agreement in its condition as Agent, that: (i) any formal representations made by the Borrower or the Guarantor in connection with this Agreement, any of the other Finance Documents or the securities provided hereunder are true; (ii) no Event of Default has occurred pursuant to the provisions of Clause 20.1 herein above; and (iii) no right or power conferred under this Agreement upon all or upon the Majority Lenders, as the case may beJoint Venture and conduct, or upon each cause to be conducted, all work performed under a Program in a good and workmanlike manner in accordance with good exploration, engineering and mining practice and in accordance with the terms of them or upon any other person or group of persons has been exercised, unless it has received, in its capacity as Agent to the Lenders, notification to the contrary from any other party to the this Agreement; (b) to exercise on behalfof the Lenders the appropriate judicial or extrajudicial actions and claims in relation submit each Program to the guarantees provided Management Committee for approval by delivering the Program to the Representatives at all times by the Lenders and/or the Guarantor least 30 days in favour advance of the Lenders in accordance with meeting of the provisions of this Agreement. The Lenders may grant Management Committee at which such Program is to the Agent such powers of attorney as may be necessary for this purpose whenever possible. Likewise, any enforcing Lender to which the above granting is not possible, undertakes to exercise jointly with the Agent and/or with the other enforcing Lender as applicable—and in the same procedure—the aforementioned actions and claims in questionconsidered; (c) subject to engage Section 3.8, to keep the Property in good standing and to pay for the advice or services of lawyersall applicable payments, accountants, or other experts whose advice or services may appear to it to be necessary, desirable or desirablefees and taxes, and rely on other similar governmental charges lawfully levied or assessed in respect of the advice thus obtained. HoweverProperty, in the event except that the fees may Operator shall not be relevant, obliged to make any such payment as long as such payment is being contested in good faith and the Agent, prior to non• payment thereof does not adversely affect the hiring of such services: (a) request three (3) estimates from among the most prestigious experts in the sector, choosing the cheapest of them and (b) inform the Lenders in case any of them has any objection in this respectProperty; (d) subject to rely on any communication Sections 6, 7 and 8, to provide, purchase, lease or document that it considers rent all plant, buildings, machinery, equipment, tools, appliances, materials, supplies and services required for a Program and to be authenticdispose of the same when no longer required or useful for the purposes of the Property and the Joint Venture; (e) to refrain maintain and keep the Joint Venture Assets, or to cause the Joint Venture Assets to be maintained and kept, in good operating condition and repair in accordance with good exploration and mining practice; (f) to comply with all applicable statutes, regulations, by-laws, laws, orders and judgments and all directives, rules, consents, permits, orders, guidelines, approvals and policies of any applicable governmental authority affecting the Joint Venture; (g) to obtain and maintain such types and levels of property and liability insurance with respect to the Joint Venture as the Operator shall consider necessary from exercising time to time, such coverage to include the non-Operator as a named insured to the extent of the non- Operator's undivided interest in the Joint Venture from time to time; (h) to require the Operator's contractors and subcontractors to take out and maintain such types and levels of property and liability insurance as the Operator shall consider necessary or advisable from time to time and to comply with the requirements of all applicable unemployment insurance and workers' compensation legislation with respect to work or services to be provided by such contractors or subcontractors; (i) to advise the non-Operator of any right accident or power corresponding occurrence resulting in any material damage to it in its capacity or destruction of any Joint Venture Assets or material harm or injury to any individual; (j) to keep adequate data, information and records of the Operator's management of the Joint Venture and to keep suitable accounts which reflect all financial aspects of the Joint Venture and once per year to make such available to the non•Operator, at the place designated by the Operator, within 10 days of receipt of a written request for disclosure by the non-Operator; (k) to provide the non-Operator with monthly reports on activities on the Property during periods of active field work or when mine operations are active, quarterly reports and a detailed annual report on the Operator's management of the Joint Venture, including an accounting of all Expenditures made by the Operator under the current or previous Program; (l) to permit the non-Operator, at the non-Operator's sole risk and expense and with prior notice to the Operator, access to the Property during normal working hours for the purpose of examining activities and work thereon so long as Agent by virtue of this Agreement and/or the security granted under itsuch access shall not materially interfere with or impair such activities and work; (m) to have all powers necessary to carry out, unless and until it receives from a Majority Lenders or from cause to be carried out, all of the LendersOperator's obligations set out in the Agreement and to otherwise carry out, as or cause to be carried out, all Programs approved by the case may be, instructions as to whether or not it should exercise such right or power and, if it ought to do so, how it should exercise that right or powerManagement Committee; and (n) to charge a 7% administration fee as eligible Expenditures, excepting Expenditures consisting of payments to third party contractors for contracts in excess of $50,000, for which the administration fee shall be 5%.

Powers and Obligations. 28.4.1 The Agent Subject to the approval of each Program by the Management Committee and to funds being advanced by the Parties who have elected to contribute to such Program, the powers and obligations of the Operator shall be entitled as follows: (a) to assume, unless having received any notice to manage the contrary from any other party to this Agreement in its condition as Agent, that: (i) any formal representations made by the Borrower or the Guarantor in connection with this Agreement, any of the other Finance Documents or the securities provided hereunder are true; (ii) no Event of Default has occurred pursuant to the provisions of Clause 20.1 herein above; and (iii) no right or power conferred under this Agreement upon all or upon the Majority Lenders, as the case may beJoint Venture and conduct, or upon each cause to be conducted, all work performed under a Program in a good and workmanlike manner in accordance with good exploration, engineering and mining practice and in accordance with the terms of them or upon any other person or group of persons has been exercised, unless it has received, in its capacity as Agent to the Lenders, notification to the contrary from any other party to the this Agreement; (b) to exercise on behalfof the Lenders the appropriate judicial or extrajudicial actions and claims in relation submit each Program to the guarantees provided Management Committee for approval by delivering the Program to the Representatives at all times by the Lenders and/or the Guarantor least 30 days in favour advance of the Lenders in accordance with meeting of the provisions of this Agreement. The Lenders may grant Management Committee at which such Program is to the Agent such powers of attorney as may be necessary for this purpose whenever possible. Likewise, any enforcing Lender to which the above granting is not possible, undertakes to exercise jointly with the Agent and/or with the other enforcing Lender as applicable—and in the same procedure—the aforementioned actions and claims in questionconsidered; (c) subject to engage Section 3.8 of this Schedule “C”, to keep the Property in good standing and to pay for the advice or services of lawyersall applicable payments, accountants, or other experts whose advice or services may appear to it to be necessary, desirable or desirablefees and taxes, and rely on other similar governmental charges lawfully levied or assessed in respect of the advice thus obtained. HoweverProperty, in the event except that the fees may Operator shall not be relevantobliged, however, to make any such payment as long as such payment is being contested in good faith and the Agent, prior to non-payment thereof does not adversely affect the hiring of such services: (a) request three (3) estimates from among the most prestigious experts in the sector, choosing the cheapest of them and (b) inform the Lenders in case any of them has any objection in this respectProperty; (d) subject to rely on any communication Sections 6, 7 and 8 of this Schedule “C”, to provide, purchase, lease or document that it considers rent all plant, buildings, machinery, equipment, tools, appliances, materials, supplies and services required for a Program and to be authenticdispose of the same when no longer required or useful for the purposes of the Property and the Joint Venture; (e) to refrain maintain and keep the Joint Venture Assets, or to cause the Joint Venture Assets to be maintained and kept, in good operating condition and repair in accordance with good exploration and mining practice; (f) to comply with all applicable statutes, regulations, by-laws, laws, orders and judgements and all directives, rules, consents, permits, orders, guidelines, approvals and policies of any applicable governmental authority affecting the Joint Venture; (g) to obtain and maintain such types and levels of property and liability insurance with respect to the Joint Venture as the Operator shall consider necessary from exercising time to time, such coverage to include the non-Operator as a named insured to the extent of the non-Operator's undivided interest in the Joint Venture from time to time; (h) to require the Operator's contractors and subcontractors to take out and maintain such types and levels of property and liability insurance as the Operator shall consider necessary or advisable from time to time and to comply with the requirements of all applicable unemployment insurance and workers' compensation legislation with respect to work or services to be provided by such contractors or subcontractors; (i) to advise the non-Operator of any right accident or power corresponding occurrence resulting in any material damage to it in its capacity or destruction of any Joint Venture Assets or material harm or injury to any individual; (j) to keep adequate data, information and records of the Operator's management of the Joint Venture and to keep suitable accounts which reflect all financial aspects of the Joint Venture and once per year to make such available to the non-Operator, at the place designated by the Operator, within ten days of receipt of a written request for disclosure by the non-Operator; (k) to provide the non-Operator with monthly reports on activities on the Property during periods of active field work or when mine operations are active, quarterly reports and a detailed annual report on the Operator's management of the Joint Venture, including an accounting of all Expenditures made by the Operator under the current or previous Program; (l) to permit the non-Operator, at the non-Operator's sole risk and expense and with prior notice to the Operator, access to the Property during normal working hours for the purpose of examining activities and work thereon so long as Agent by virtue of this Agreement and/or the security granted under itsuch access shall not materially interfere with or impair such activities and work; (m) to have all powers necessary to carry out, unless and until it receives from a Majority Lenders or from cause to be carried out, all of the LendersOperator's obligations set out in this Agreement and to otherwise carry out, as or cause to be carried out, all Programs approved by the case may be, instructions as to whether or not it should exercise such right or power and, if it ought to do so, how it should exercise that right or powerManagement Committee; and (n) the Operator shall be entitled for greater certainty to charge a 7% administration fee as eligible Expenditures, excepting Expenditures consisting of payments to third party contractors for contracts in excess of $50,000, for which the administration fee shall be 5%.