Common use of RIGHTS, DUTIES AND STATUS OF OPERATOR Clause in Contracts

RIGHTS, DUTIES AND STATUS OF OPERATOR. 7.1 The Operator in its operations hereunder shall be deemed to be an independent contractor and shall be entitled to charge for its services hereunder in accordance with the provisions of this Agreement and the Accounting Procedure relative thereto. The Operator shall not act or hold itself out as agent for any of the Parties nor make any commitments on their individual behalf unless specifically permitted by this Agreement or directed in writing by such Party. 7.2 Subject to any specific provision of this Agreement and subject to it having the right to reject any direction on reasonable grounds by virtue of its status as an independent contractor, the Operator shall perform its duties hereunder in accordance with the directions of the Management Committee and in accordance with this Agreement. 7.3 The Operator shall manage and carry out such Mining Operations as the Management Committee may direct and in connection therewith shall, in advance if reasonably possible, notify the Management Committee of any change in Mining Operations which the Operator considers material and, if it is not reasonably possible, the Operator shall notify the Management Committee so soon thereafter as is reasonably possible. 7.4 The Operator shall have the sole and exclusive right and authority to manage and carry out all Mining Operations and to enter into contracts and sub-contracts on behalf of the Joint Operation with third parties in respect thereof and incur the Costs required for that purpose. In so doing the Operator shall, unless it obtains the approval of the Management Committee: (a) comply with the provisions of all agreements or instruments of title under which the Property or Assets are held; (b) pay all Costs properly incurred promptly as and when due; (c) keep the Property and Assets free of all liens and encumbrances other than those, if any, in effect on the date of this Agreement, those the creation of which is permitted pursuant to this Agreement, or builder's or mechanic's liens arising out of the Mining Operations and, in the event of any lien being filed as aforesaid, proceed with diligence to contest or discharge the same; (d) prosecute claims or, where a defence is available, defend litigation arising out of the Mining Operations provided that any Participant may join in the prosecution or defence at its own expense; (e) subject to section 19.2, perform such assessment work or make payments in lieu thereof and pay such rentals, taxes or other payments and do all such other things as may be necessary to maintain the Property in good standing including, without limiting the generality of the foregoing, staking and restaking mining claims, and applying for licenses, leases, grants, concessions, permits, patents and other rights to and interests in the Minerals; (f) maintain accounts in accordance with the Accounting Procedure provided that the judgement of the Operator as to matters related to the accounting for which provision is not made in the Accounting Procedure shall govern if the Operator's accounting practices are in accordance with accounting principles generally accepted in the mining industry in Canada; (g) perform its duties and obligations hereunder in a sound and workmanlike manner in accordance with sound mining and engineering practices and in substantial compliance with all applicable federal, state, provincial, territorial and municipal laws, by-laws, ordinances, rules and regulations and this Agreement; and (h) prepare and submit draft Programs for each calendar year for consideration by the Management Committee by the November 30th preceding such calendar year.

RIGHTS, DUTIES AND STATUS OF OPERATOR. 7.1 6.01 The Operator in its operations hereunder shall be deemed to be an independent contractor and shall be entitled to charge for its services hereunder in accordance with the provisions of this Agreement and the Accounting Procedure relative theretocontractor. The Operator shall not act or hold itself out as agent for any of the Parties Shareholders or Holdco nor shall it make any commitments on their individual behalf unless specifically permitted by this Agreement or directed in writing by such Partya Shareholder. 7.2 6.02 Subject to any specific provision of this Agreement and subject to it having the right to reject any direction on reasonable grounds by virtue of its status as an independent contractor, the Operator shall perform its duties hereunder in accordance with the directions of the Management Shareholders’ Committee and in accordance with this Agreement. 7.3 6.03 The Operator shall manage and carry out such Mining Operations as the Management Shareholders’ Committee may direct and in connection therewith shall, in advance if reasonably possible, notify the Management Shareholders’ Committee of any change in Mining Operations which the Operator considers material and, and if it is not reasonably possible, the Operator shall notify the Management Shareholders’ Committee so as soon thereafter as is reasonably possible. 7.4 6.04 The Operator shall have the sole and exclusive right and authority to manage and carry out all Mining Operations and to enter into contracts and sub-contracts on behalf of the Joint Operation with third parties in respect thereof and incur the Costs required for that purpose. In so doing the Operator shall, unless it obtains the approval of the Management Shareholders’ Committee: (a) comply with the provisions of all agreements or instruments of title under which the Property or Assets are held; (b) pay all Costs properly incurred promptly as and when due; (c) keep the Property and Assets free of all liens and encumbrances (other than those, if any, in effect on the date of this AgreementOperative Date, those the creation of which is permitted pursuant to this Agreement, or builder's or mechanic's liens liens) arising out of the Mining Operations and, in the event of any lien being filed as aforesaid, proceed with diligence to contest or discharge the same; (d) prosecute claims or, where a defence is available, defend litigation arising out of the Mining Operations Operations, provided that any Participant may join in the prosecution or defence at its own expense; (e) subject to section 19.2, perform such assessment work or make payments in lieu thereof and pay such rentals, taxes or other payments and do all such other things as may be necessary to maintain the Property in good standing standing, including, without limiting the generality of the foregoinggenerality, staking and restaking mining claims, claims and applying for licenses, leases, grants, concessions, permits, patents and other rights to and interests in the Minerals; (f) maintain accounts in accordance with the Accounting Procedure Procedure, provided that the judgement judgment of the Operator as to matters related to the accounting accounting, for which provision is not made in the Accounting Procedure Procedure, shall govern if the Operator's accounting practices are in accordance with generally accepted accounting principles generally accepted in the Canadian mining industry in Canada;("GAAP"); and (g) perform its duties and obligations hereunder in a sound and workmanlike manner manner, in accordance with sound mining and engineering practices and in substantial compliance with all applicable federal, state, provincial, territorial and municipal laws, by-laws, ordinances, rules and regulations and this Agreement; and. (h) prepare and submit draft Programs deliver to each Participant, quarterly during the Exploration Period and bi-monthly during the Construction Period and thereafter, a summary progress report for the Mining Operations during the subject period, together with a summary of the Costs incurred, and in sufficient detail for each calendar year for consideration by Participant to reasonably assess the Management Committee by progress of Mining Operations, the November 30th preceding such calendar yearresults thereof, and the Costs incurred.

RIGHTS, DUTIES AND STATUS OF OPERATOR. 7.1 6.1 The Operator in its operations hereunder shall be deemed to be an independent contractor and shall be entitled to charge for its services hereunder in accordance with the provisions of this Agreement and the Accounting Procedure relative theretocontractor. The Operator shall not act or hold itself out as agent for any of the Parties parties nor make any commitments on their individual behalf unless specifically permitted by this Agreement or the Management Committee or directed in writing by such Party.a party; 7.2 6.2 Subject to any specific provision of this Agreement and subject to it having the right to reject any direction on reasonable grounds ground by virtue of its status as an independent contractor, the Operator shall perform its duties hereunder in accordance with the directions of the Management Committee and in accordance with this Agreement.; 7.3 6.3 The Operator shall manage and carry out such Mining Operations as the Management Committee may direct and in connection therewith shall, in advance if reasonably possible, notify the Management Committee of any change in Mining Operations which the Operator considers material and, if it is not reasonably possible, the Operator shall notify the Management Committee so soon thereafter as is reasonably possible.material; 7.4 6.4 The Operator shall have the sole and exclusive right and authority to manage and carry out all Mining Operations and to enter into contracts and sub-contracts on behalf of the Joint Operation with third parties in respect thereof and incur the Costs required for that purpose, including but not limited to the cost of retaining such subcontractors as its deems fit. In so doing the Operator shallshall (or shall through sub-contractors), unless it obtains the approval of the Management CommitteeCommittee to do otherwise: (a) comply with the provisions provision of all agreements or instruments of title under which the Property or and/or Assets are held; (b) pay all Costs properly incurred promptly as and when due; (c) subject to article 36, keep the Property and Assets free of all liens and encumbrances (other than those, if any, in effect on the date of this AgreementOperative Date, those the creation of which is are permitted pursuant to this Agreement, or builder's ’s or mechanic's liens ’s liens) arising out of the Mining Operations and, in the event of any lien being filed as aforesaid, proceed with diligence to contest or discharge the same; (d) prosecute claims or, where a defence is available, defend litigation arising out of the Mining Operations Operations, provided that any Participant may join in the prosecution or defence at its own expense;; Joint-Venture Agreement Azimut Exploration Inc. & Northwestern Mineral Ventures Inc. (e) subject to section 19.2paragraph 20.6, perform such assessment work or make payments in lieu thereof and pay such rentals, taxes or other payments and do to all such other things as may be necessary to maintain the Property in good standing standing, including, without limiting the generality of the foregoinggenerality, staking and restaking mining mineral claims, and applying for licenses, leases, grants, concessions, permits, patents and other rights to and interests interest in the Minerals; (f) maintain accounts in accordance with the Accounting Procedure Procedure, provided that the judgement of the Operator as to matters related to the accounting accounting, for which provision is not made in the Accounting Procedure Procedure, shall govern if the Operator's ’s accounting practices are in accordance with accounting principles generally accepted in the mining industry in Canada; (g) perform its duties and obligations hereunder in a sound and workmanlike manner manner, in accordance with sound mining and engineering practices and in substantial compliance with all applicable federal, state, provincial, territorial and municipal laws, by-laws, ordinances, rules and regulations and this Agreement; and; (h) prepare and submit draft Programs for each calendar year during the Exploration Period for consideration by the Management Committee by the November 30th of the year preceding such calendar year; (i) report to the other party verbally on an as needed basis or if requested submit and deliver to the other party summary quarterly reports; and (j) make such expenditures as it deems necessary for the protection of life, limb or property.

RIGHTS, DUTIES AND STATUS OF OPERATOR. 7.1 3.1. The Operator in its operations hereunder shall be deemed to be an independent contractor and shall be entitled to charge for its services hereunder in accordance with the provisions of this Agreement and the Accounting Procedure relative theretocontractor. The Operator shall not act or hold itself out as agent for any of the Parties Sunburst de Mexico nor make any commitments on their individual behalf of Sunburst de Mexico unless specifically permitted by this Agreement or directed in writing by such PartySunburst de Mexico. 7.2 3.2. Subject to any specific provision of this Agreement and subject to it having the right to reject any direction on reasonable grounds by virtue of its status as an independent contractor, the Operator shall perform its duties hereunder in accordance with the directions of the Management Committee Sunburst de Mexico and in accordance with this Agreement. 7.3 3.3. The Operator shall manage and carry out such Mining Operations as the Management Committee may direct substantially in accordance with Programs, Feasibility Reports and Production Notices, Operating Plans, Mine Maintenance Plans and Mine Closure Plans adopted by Sunburst de Mexico and in connection therewith shall, in advance if reasonably possible, notify the Management Committee Sunburst de Mexico of any change in Mining Operations which the Operator considers material and, and if it is not reasonably possible, the Operator shall notify the Management Committee Sunburst de Mexico so soon thereafter as is reasonably possible. 7.4 3.4. The Operator shall have the sole and exclusive right and authority to manage and carry out all Mining Operations in accordance herewith and to enter into contracts and sub-contracts on behalf of the Joint Operation with third parties in respect thereof and incur the Costs required for that purpose. In so doing the Operator shall, unless it obtains the approval of the Management Committee: (a) comply with the provisions of all agreements or instruments of title under which the Cieneguita Property or Assets assets are held; (b) pay all Costs properly incurred promptly as and when due; (c) keep the Cieneguita Property and Assets assets free of all liens and encumbrances (other than those, if any, in effect on the date of this AgreementOperative Date, those the creation of which is permitted pursuant to this Agreement, or builder's or mechanic's liens ) arising out of the Mining Operations and, in the event of any lien being filed as aforesaid, proceed with diligence to contest or discharge the same; (d) with the approval in writing of Sunburst de Mexico prosecute claims orand, where a defence is available, defend litigation arising out of the Mining Operations Operations, provided that any Participant may Sunburst de Mexico may, at its own discretion, join or act directly in the prosecution or defence at its own expense; (e) subject to section 19.2, perform such assessment work or make payments in lieu thereof and pay such rentals, taxes or other payments and do all such other things as may be necessary to maintain the Cieneguita Property in good standing including, without limiting the generality of the foregoing, staking and restaking mining claims, and applying for licenses, leases, grants, concessions, permits, patents and other rights to and interests in the Minerals;standing, (f) maintain accounts books of account in accordance with the Accounting Procedure generally accepted accounting principles provided that the judgement judgment of the Operator as to matters related to the accounting for which provision is not made in the Accounting Procedure accounting, shall govern if the Operator's ’s accounting practices are in accordance with accounting principles generally accepted in the mining industry in Canada; (g) perform its duties and obligations hereunder in a sound and workmanlike manner manner, in accordance with sound mining and engineering practices and other practices customary in the Canadian mining industry, and in substantial compliance with all applicable federal, state, provincial, territorial federal state and municipal lawslaws of Mexico, by-laws, ordinances, rules and regulations this Agreement; (h) prepare and deliver the reports provided for in this Agreement; and (hi) prepare have such additional duties and submit draft Programs for each calendar year for consideration by the Management Committee by the November 30th preceding such calendar yearobligations as Sunburst de Mexico may from time to time determine.

RIGHTS, DUTIES AND STATUS OF OPERATOR. 7.1 6.01 The Operator in its operations hereunder shall be deemed to be an independent contractor and shall be entitled to charge for its services hereunder in accordance with the provisions of this Agreement and the Accounting Procedure relative theretocontractor. The Operator shall not act or hold itself out as agent for any of the Parties parties nor make any commitments on their individual behalf of any of the parties unless specifically permitted by this Agreement or directed in writing by such Partya party. 7.2 6.02 Subject to any specific provision of this Agreement and subject to it having the right to reject any direction on reasonable grounds by virtue of its status as an independent contractor, the Operator shall perform its duties hereunder in accordance with the directions of the Management Committee and in accordance with this Agreement. 7.3 6.03 The Operator shall manage and carry out such Mining Operations as substantially in accordance with Programs, Feasibility Reports and Production Notices, Operating Plans, Mine Maintenance Plans and Mine Closure Plans adopted by the Management Committee may direct and in connection therewith shall, in advance if reasonably possible, notify the Management Committee of any change in Mining Operations which the Operator considers material and, and if it is not reasonably possible, the Operator shall notify the Management Committee so soon thereafter as is reasonably possible. 7.4 6.04 The Operator shall have the sole and exclusive right and authority to manage and carry out all Mining Operations in accordance herewith and to enter into contracts and sub-contracts on behalf of the Joint Operation with third parties in respect thereof and incur the Costs required for that purpose. In so doing the Operator shall, unless it obtains the approval of the Management Committee: (a) comply with the provisions of all agreements or instruments of title under which the Property or Assets are held; (b) pay all Costs properly incurred promptly as and when due; (c) keep the Property and Assets free of all liens and encumbrances (other than those, if any, in effect on the date of this AgreementOperative Date, those the creation of which is permitted pursuant to this Agreement, or builder's or mechanic's liens liens) arising out of the Mining Operations and, in the event of any lien being filed as aforesaid, proceed with diligence to contest or discharge the same; (d) with the approval of the Management Committee prosecute claims orand, where a defence is available, defend litigation arising out of the Mining Operations Operations, provided that any Participant may join in the prosecution or defence at its own expense; (e) subject to section 19.2paragraph 20.06, perform such assessment work or make payments in lieu thereof and pay such rentals, taxes or other payments and do all such other things as may be necessary to maintain the Property in good standing standing, including, without limiting the generality of the foregoinggenerality, staking and restaking mining claims, and applying for licenses, leases, grants, concessions, permits, patents and other rights to and interests in the Minerals; (f) maintain accounts books of account in accordance with the Accounting Procedure Procedure, provided that the judgement judgment of the Operator as to matters related to the accounting accounting, for which provision is not made in the Accounting Procedure Procedure, shall govern if the Operator's accounting practices are in accordance with accounting principles generally accepted in the mining industry in Canada; (g) perform its duties and obligations hereunder in a sound and workmanlike manner manner, in accordance with sound mining and engineering practices and other practices customary in the Canadian mining industry, and in substantial compliance with all applicable federal, state, provincial, territorial Territorial and municipal laws, by-laws, ordinances, rules and regulations and this Agreement; and; (h) prepare and submit draft Programs deliver the reports provided for each calendar year for consideration by in paragraph 21.02; and (i) have such additional duties and obligations as the Management Committee by the November 30th preceding such calendar yearmay from time to time determine.

RIGHTS, DUTIES AND STATUS OF OPERATOR. 7.1 11.1 The Operator in its operations hereunder shall will be deemed to be an independent contractor and shall be entitled to charge for its services hereunder in accordance with the provisions of this Agreement and the Accounting Procedure relative theretocontractor. The Operator shall will not act or hold itself out as agent for any of the Parties nor make any commitments on their individual behalf of any of the Parties unless specifically permitted by this Agreement or directed in writing by such a Party. 7.2 11.2 Subject to any specific provision of this Agreement and subject to it having the right to reject any direction on reasonable grounds by virtue of its status as an independent contractor, the Operator shall will perform its duties hereunder in accordance with the directions of the Management Committee and in accordance with this Agreement. 7.3 11.3 The Operator shall will manage and carry out such Mining Operations as substantially in accordance with Programs, Feasibility Reports, Operating Plans, Mine Maintenance Plans and Mine Closure Plans adopted by the Management Committee may direct and in connection therewith shallwill, in advance if reasonably possible, notify the Management Committee of any change in Mining Operations which the Operator considers material and, and if it is not reasonably possible, the Operator shall will notify the Management Committee so soon thereafter as is reasonably possible. 7.4 11.4 The Operator shall will have the sole and exclusive right and authority to manage and carry out all Mining Operations in accordance herewith and to enter into contracts and sub-contracts on behalf of the Joint Operation with third parties in respect thereof and incur the Costs costs required for that purpose. In so doing the Operator shall, unless it obtains the approval of the Management Committeewill: (a) comply with the provisions of all agreements or instruments of title under which the Property or Assets are held; (b) obtain all work permits, environmental approvals, and subject to Article 27 insurances, as required to carry out exploration and development programs, (c) maintain the Property's mineral leases and rights in good standing, (d) pay all Costs properly incurred promptly as and when due; (ce) keep the Property and Assets free of all liens and encumbrances (other than those, if any, in effect on the date of this AgreementEffective Date, those the creation of which is permitted pursuant to this Agreement, or builder's or mechanic's liens liens) arising out of the Mining Operations and, in the event of any lien being filed as aforesaid, proceed with diligence to contest or discharge the same; (df) with the approval of the Management Committee prosecute claims orand, where a defence is available, defend litigation arising out of the Mining Operations Operations, provided that any Participant may join in the prosecution or defence at its own expense; (eg) subject to section 19.2paragraph 24.6, perform such assessment work or make payments in lieu thereof and pay such rentals, taxes or other payments and do all such other things as may be necessary to maintain the Property in good standing standing, including, without limiting the generality of the foregoinggenerality, staking and restaking re-staking mining claims, and applying for licenses, leases, grants, concessions, permits, patents and other rights to and interests in the Minerals; (fh) maintain accounts books of account in accordance with the Accounting Procedure Procedure, provided that the judgement judgment of the Operator as to matters related to the accounting accounting, for which provision is not made in the Accounting Procedure shall Procedure, will govern if the Operator's accounting practices are in accordance with generally accepted accounting principles generally accepted in the mining industry in Canada; (gi) perform its duties and obligations hereunder in a sound and workmanlike manner manner, in accordance with sound mining and engineering practices and other practices customary in the United States mining industry, in substantial compliance with all applicable federal, state, provincial, territorial county and municipal laws, by-laws, ordinances, rules and regulations and this AgreementAgreement and in accordance with the care and skill normally expected by someone conducting and managing exploration, development and mining activities on behalf of the legal or beneficial owners of the Property; (j) prepare and deliver the reports provided for in paragraph 25.2; (k) have such additional duties and obligations as the Management Committee may from time to time determine; and (hl) prepare manage and submit draft execute all Programs for each calendar year for consideration approved in accordance with this Agreement, including payments to any third party consultants and contractors engaged by the Management Committee by the November 30th preceding such calendar yearOperator.

RIGHTS, DUTIES AND STATUS OF OPERATOR. 7.1 6.1 The Operator in its operations hereunder shall be deemed to be an independent contractor and shall be entitled to charge for its services hereunder in accordance with the provisions of this Agreement and the Accounting Procedure relative theretocontractor. The Operator shall not act or hold itself out as agent for any of the Parties parties nor make any commitments on their individual behalf of any of the parties unless specifically permitted by this Agreement or directed in writing by such Partya party. 7.2 6.2 Subject to any specific provision of this Agreement and subject to it having the right to reject any direction on reasonable grounds by virtue of its status as an independent contractor, the Operator shall perform its duties hereunder in accordance with the directions of the Management Committee and in accordance with this Agreement. 7.3 6.3 The Operator shall manage and carry out such Mining Operations as substantially in accordance with Programs, Feasibility Reports and Production Notices, Operating Plans, Mine Maintenance Plans and Mine Closure Plans adopted by the Management Committee may direct and in connection therewith shall, in advance if reasonably possible, notify the Management Committee of any change in Mining Operations which the Operator considers material and, and if it is not reasonably possible, the Operator shall notify the Management Committee so soon thereafter as is reasonably possible. 7.4 6.4 The Operator shall have the sole and exclusive right and authority to manage and carry out all Mining Operations in accordance herewith and to enter into contracts and sub-contracts on behalf of the Joint Operation with third parties in respect thereof and incur the Costs required for that purpose. In so doing the Operator shall, unless it obtains the approval of the Management Committee: (a) comply with the provisions of all agreements or instruments of title under which the Property or Assets are held; (b) pay all Costs properly incurred promptly as and when due; (c) keep the Property and Assets free of all liens and encumbrances (other than those, if any, in effect on the date of this AgreementOperative Date, those the creation of which is permitted pursuant to this Agreement, or builder's ’s or mechanic's liens ’s liens) arising out of the Mining Operations and, in the event of any lien being filed as aforesaid, proceed with diligence to contest or discharge the same; (d) with the approval of the Management Committee, prosecute claims orand, where a defence is available, defend litigation arising out of the Mining Operations Operations, provided that any Participant may join in the prosecution or defence at its own expense; (e) subject to section 19.2Section 20.6, perform such assessment work or make payments in lieu thereof and pay such rentals, taxes or other payments and do all such other things as may be necessary to maintain the Property in good standing standing, including, without limiting the generality of the foregoinggenerality, staking and restaking mining claims, and applying for licenses, leases, grants, concessions, permits, patents and other rights to and interests in the Minerals; (f) maintain accounts books of account in accordance with the Accounting Procedure Procedure, provided that the judgement judgment of the Operator as to matters related to the accounting accounting, for which provision is not made in the Accounting Procedure Procedure, shall govern if the Operator's ’s accounting practices are in accordance with accounting principles generally accepted in the mining industry in Canada; (g) perform its duties and obligations hereunder in a sound and workmanlike manner manner, in accordance with sound mining and engineering practices and other practices customary in the Canadian mining industry, and in substantial compliance with all applicable federal, state, provincial, territorial Territorial and municipal laws, by-lawsbylaws, ordinances, rules and regulations and this Agreement; and; (h) prepare and submit draft Programs deliver the reports provided for each calendar year for consideration by in Section 21.2; and (i) have such additional duties and obligations as the Management Committee by the November 30th preceding such calendar yearmay from time to time determine.

RIGHTS, DUTIES AND STATUS OF OPERATOR. 7.1 6.1 The Operator in its operations hereunder shall will be deemed to be an independent contractor and shall be entitled to charge for its services hereunder in accordance with the provisions of this Agreement and the Accounting Procedure relative theretocontractor. The Operator shall will not act or hold itself out as agent for any of the Parties parties nor make any commitments on their individual behalf unless specifically permitted by this Agreement or directed in writing by such Partyparty. 7.2 6.2 Subject to any specific provision of this Agreement and subject to it having the right to reject any direction on reasonable grounds by virtue of its status as an independent contractor, the Operator shall will perform its duties hereunder in accordance with the directions of the Management Committee and in accordance with this Agreement. 7.3 6.3 The Operator shall will manage and carry out such Mining Operations as the Management Committee may direct and in connection therewith shallwill, in advance if reasonably possible, notify the Management Committee of any change in Mining Operations which the Operator considers material and, and if it is not reasonably possible, the Operator shall will notify the Management Committee so soon thereafter as is reasonably possible. 7.4 6.4 The Operator shall will have the sole and exclusive right and authority to manage and carry out all Mining Operations and Operations, to enter into contracts and sub-contracts with third parties on behalf of itself or the Joint Operation with third parties in respect thereof and to incur the Costs required for that purpose. In so doing the Operator shallwill, unless it obtains the approval of the Management Committee: (a) comply with the provisions of all agreements or instruments of title under which the Property or Assets are held; (b) pay all Costs properly incurred promptly as and when due; (c) keep the Property and Assets free of all liens and encumbrances other than those, if any, in effect on the date of this Agreement, those the creation of which is permitted pursuant to this Agreement, or builder's or mechanicrepairman's liens arising out of the Mining Operations and, in the event of any lien being filed as aforesaid, proceed with diligence to contest or discharge the same; (d) prosecute claims or, where a defence is available, defend litigation arising out of the Mining Operations Operations, provided that any Participant may join in the prosecution or defence at its own expense; (e) subject to section 19.2Sections 7.11 and 18.2, perform such assessment work or make payments in lieu thereof and pay such rentals, taxes or other payments and do all such other things as may be necessary to maintain the Property in good standing standing, including, without limiting the generality of the foregoing, staking and restaking mining claims, and applying for licenses, leases, grants, concessions, permits, patents and other rights to and interests in the Minerals; (f) maintain accounts in accordance with the Accounting Procedure Procedure, provided that the judgement judgment of the Operator as to matters related to the accounting accounting, for which provision is not made in the Accounting Procedure shall Procedure, will govern if the Operator's accounting practices are in accordance with accounting principles generally accepted in the mining industry in Canada; (g) perform its duties and obligations hereunder in a sound and workmanlike manner manner, in accordance with sound mining and engineering practices and in substantial compliance with all applicable federal, state, provincial, territorial and municipal laws, by-laws, ordinances, rules and regulations and this Agreement; and (h) prepare and submit draft Programs for each calendar year Operating Year for consideration by the Management Committee by the November 30th sixtieth day preceding such calendar yearOperating Year. 6.5 In carrying out its duties the Operator shall be at liberty of contracting or doing business with an Affiliate provided that it shall do so on terms no less favourable than would be the case with unrelated persons in arm’s length transactions.

RIGHTS, DUTIES AND STATUS OF OPERATOR. 7.1 The Operator in its operations hereunder shall be deemed to be an independent contractor and shall be entitled to charge for its services hereunder in accordance with the provisions of this Agreement and the Accounting Procedure relative thereto. The Operator shall not act or hold itself out as agent for any of the Parties nor make any commitments on their individual behalf unless specifically permitted by this Agreement or directed in writing by such Party. 7.2 Subject to any specific provision of this Agreement and subject to it having the right to reject any direction on reasonable grounds by virtue of its status as an independent contractor, the Operator shall perform its duties hereunder in accordance with the directions of the Management Committee and in accordance with this Agreement. 7.3 The Operator shall manage and carry out such Mining Operations as the Management Committee may direct and in connection therewith shall, in advance if reasonably possible, notify the Management Committee of any change in Mining Operations which the Operator considers material and, if it is not reasonably possible, the Operator shall notify the Management Committee so soon thereafter as is reasonably possible. 7.4 The Operator shall have the sole and exclusive right and authority to manage and carry out all Mining Operations and to enter into contracts and sub-contracts on behalf of the Joint Operation with third parties in respect thereof and incur the Costs required for that purpose. In so doing the Operator shall, unless it obtains the approval of the Management Committee: (a) comply with the provisions of all agreements or instruments of title under which the Property or Assets are held; (b) pay all Costs properly incurred promptly as and when due; (c) keep the Property and Assets free of all liens and encumbrances other than those, if any, in effect on the date of this Agreement, those the creation of which is permitted pursuant to this Agreement, or builder's or mechanic's liens arising out of the Mining Operations and, in the event of any lien being filed as aforesaid, proceed with diligence to contest or discharge the same; (d) prosecute claims or, where a defence is available, defend litigation arising out of the Mining Operations provided that any Participant may join in the prosecution or defence at its own expense; (e) subject to section 19.2, perform such assessment work or make payments in lieu thereof and pay such rentals, taxes or other payments and do all such other things as may be necessary to maintain the Property in good standing including, without limiting the generality of the foregoing, staking and restaking mining claims, and applying for licenses, leases, grants, concessions, permits, patents and other rights to and interests in the Minerals; (f) maintain accounts in accordance with the Accounting Procedure provided that the judgement of the Operator as to matters related to the accounting for which provision is not made in the Accounting Procedure shall govern if the Operator's accounting practices are in accordance with accounting principles generally accepted in the mining industry in Canada; (g) perform its duties and obligations hereunder in a sound and workmanlike manner in accordance with sound mining and engineering practices and in substantial compliance with all applicable federal, state, provincial, territorial and municipal laws, by-laws, ordinances, rules and regulations and this Agreement; and (h) prepare and submit draft Programs for each calendar year for consideration by the Management Committee by the November 30th December 31st preceding such calendar year.

RIGHTS, DUTIES AND STATUS OF OPERATOR. 7.1 6.1 The Operator in its operations hereunder shall be deemed to be an independent contractor and shall be entitled to charge for its services hereunder in accordance with the provisions of this Agreement and the Accounting Procedure relative theretocontractor. The Operator shall not act or hold itself out as agent for any of the Parties parties nor make any commitments on their individual behalf of any of the parties unless specifically permitted by this Agreement or directed in writing by such Partya party. 7.2 6.2 Subject to any specific provision of this Agreement and subject to it having the right to reject any direction on reasonable grounds by virtue of its status as an independent contractor, the Operator shall perform its duties hereunder in accordance with the directions of the Management Committee and in accordance with this Agreement. 7.3 6.3 The Operator shall manage and carry out such Mining Operations as substantially in accordance with Programs, Feasibility Reports and Production Notices, Operating Plans, Mine Maintenance Plans and Mine Closure Plans adopted by the Management Committee may direct and in connection therewith shall, in advance if reasonably possible, notify the Management Committee of any change in Mining Operations which the Operator considers material and, and if it is not reasonably possible, the Operator shall notify the Management Committee so soon thereafter as is reasonably possible. 7.4 6.4 The Operator shall have the sole and exclusive right and authority to manage and carry out all Mining Operations in accordance herewith and to enter into contracts and sub-contracts on behalf of the Joint Operation with third parties in respect thereof and incur the Costs required for that purpose. In so doing the Operator shall, unless it obtains the approval of the Management Committee: (a) comply with the provisions of all agreements or instruments of title under which the Property or Assets are held; (b) pay all Costs properly incurred promptly as and when due; (c) keep the Property and Assets free of all liens and encumbrances (other than those, if any, in effect on the date of this AgreementOperative Date, those the creation of which is permitted pursuant to this Agreement, or builder's ’s or mechanic's liens ’s liens) arising out of the Mining Operations and, in the event of any lien being filed as aforesaid, proceed with diligence to contest or discharge the same; (d) with the approval of the Management Committee prosecute claims orand, where a defence is available, defend litigation arising out of the Mining Operations Operations, provided that any Participant may join in the prosecution or defence at its own expense; (e) subject to section 19.2paragraph 20.6, perform such assessment work or make payments in lieu thereof and pay such rentals, taxes or other payments and do all such other things as may be necessary to maintain the Property in good standing standing, including, without limiting the generality of the foregoinggenerality, staking and restaking mining claims, and applying for licenses, leases, grants, concessions, permits, patents and other rights to and interests in the Minerals; (f) maintain accounts books of account in accordance with the Accounting Procedure Procedure, provided that the judgement judgment of the Operator as to matters related to the accounting accounting, for which provision is not made in the Accounting Procedure Procedure, shall govern if the Operator's ’s accounting practices are in accordance with accounting principles generally accepted in the mining industry in Canada; (g) perform its duties and obligations hereunder in a sound and workmanlike manner manner, in accordance with sound mining and engineering practices and other practices customary in the Canadian mining industry, and in substantial compliance with all applicable federal, state, provincial, territorial Territorial and municipal laws, by-by laws, ordinances, rules and regulations and this Agreement; and; (h) prepare and submit draft Programs deliver the reports provided for each calendar year for consideration by in paragraph 21.2; and (i) have such additional duties and obligations as the Management Committee by the November 30th preceding such calendar yearmay from time to time determine.

RIGHTS, DUTIES AND STATUS OF OPERATOR. 7.1 6.01 The Operator in its operations hereunder shall be deemed considered to be have the status of an independent contractor and shall be entitled to charge for its services hereunder in accordance with the provisions of this Agreement and the Accounting Procedure relative theretocontractor. The Operator shall not act or hold itself out as agent for any of the Parties parties nor make any commitments on their individual behalf unless specifically permitted by this Agreement or directed in writing by such Partya party. 7.2 6.02 Subject to any specific provision provisions of this Agreement and subject to it having the right to reject any direction on reasonable grounds by virtue of its status as an independent contractor, the Operator shall perform its duties hereunder in accordance with the directions of the Management Committee and in accordance with this Agreement. 7.3 6.03 The Operator shall manage and carry out such Mining Operations as the Management Committee may direct approve and in connection therewith shall, in advance advance, if reasonably possible, notify possible notifying the Management Committee of any change in Mining Operations which the Operator considers material and, if it is not reasonably possible, the Operator shall notify the Management Committee so as soon thereafter as is reasonably possible. 7.4 6.04 The Operator shall have the sole and exclusive right and authority to manage and carry out all Mining Operations and to enter into contracts and sub-contracts on behalf of the Joint Operation with third parties in respect thereof and incur the Costs required for that purpose. In so doing the Operator shall, unless it obtains the approval of the Management CommitteeCommittee to do otherwise: (a) comply with the provisions of all agreements or instruments of title under which the Property or Assets are held; (b) pay all Costs properly incurred promptly as and when due; (c) keep the Property and Assets free of all liens and encumbrances (other than those, if any, in effect on the date of this Agreement, those Operative Date or the creation of which is permitted pursuant to this Agreement, or builder's or mechanic's liens ) arising out of the Mining Operations and, in the event of any if a lien being is filed as aforesaid, proceed with diligence diligently to contest or discharge the sameit; (d) prosecute claims or, where a defence is available, defend litigation arising out of the Mining Operations Operations, provided that any Participant may join in the prosecution or defence at its own expense; (e) subject to section 19.2subsection 19.05, perform such assessment work or make payments in lieu thereof and pay such rentals, taxes or other payments and do all such other things as may be necessary to maintain the Property in good standing standing, including, without limiting the generality of the foregoinggenerality, staking and restaking mining claims, resoaking mineral claims and applying for licenses, leases, grants, concessions, permits, patents and other rights to and interests interest in the Minerals; (f) maintain accounts in accordance with the Accounting Procedure provided Procedure; provided, that the judgement of the Operator as to Operator=s judgment on matters related to the accounting for which provision is not made in the Accounting Procedure shall govern if the Operator's its accounting practices are in accordance with accounting principles Canadian generally accepted in the mining industry in Canada;accounting principles; and (g) perform its duties and obligations hereunder in a sound and workmanlike manner manner, in accordance with sound mining and engineering practices practices, and in substantial compliance with all applicable federal, state, provincial, territorial Territorial and municipal laws, by-laws, ordinances, rules and regulations and this Agreement; and (h) prepare and submit draft Programs for each calendar year for consideration by the Management Committee by the November 30th preceding such calendar year.

RIGHTS, DUTIES AND STATUS OF OPERATOR. 7.1 6.1 The Operator in its operations hereunder shall be deemed to be an independent contractor and shall be entitled to charge for its services hereunder in accordance with the provisions of this Agreement and the Accounting Procedure relative theretocontractor. The Operator shall not act or hold itself out as agent for any of the Parties parties nor make any commitments on their individual behalf of any of the parties unless specifically permitted by this Agreement or directed in writing by such Partya party. 7.2 6.2 Subject to any specific provision of this Agreement and subject to it having the right to reject any direction on reasonable grounds by virtue of its status as an independent contractor, the Operator shall perform its duties hereunder in accordance with the directions of the Management Committee and in accordance with this Agreement. 7.3 6.3 The Operator shall manage and carry out such Mining Operations as substantially in accordance with Programs, Feasibility Reports and Production Notices, Operating Plans, Mine Maintenance Plans and Mine Closure Plans adopted by the Management Committee may direct and in connection therewith shall, in advance if reasonably possible, notify the Management Committee of any change in Mining Operations which the Operator considers material and, and if it is not reasonably possible, the Operator shall notify the Management Committee so soon thereafter as is reasonably possible. 7.4 6.4 The Operator shall have the sole and exclusive right and authority to manage and carry out all Mining Operations in accordance herewith and to enter into contracts and sub-contracts on behalf of the Joint Operation with third parties in respect thereof and incur the Costs required for that purpose. In so doing the Operator shall, unless it obtains the approval of the Management Committee: (a) comply with the provisions of all agreements or instruments of title under which the Property or Assets are held; (b) pay all Costs properly incurred promptly as and when due; (c) keep the Property and Assets free of all liens and encumbrances (other than those, if any, in effect on the date of this AgreementOperative Date, those the creation of which is permitted pursuant to this Agreement, or builder's or mechanic's liens liens) arising out of the Mining Operations and, in the event of any lien being filed as aforesaid, proceed with diligence to contest or discharge the same; (d) with the approval of the Management Committee prosecute claims orand, where a defence is available, defend litigation arising out of the Mining Operations Operations, provided that any Participant may join in the prosecution or defence at its own expense; (e) subject to section 19.2paragraph 20.6, perform such assessment work or make payments in lieu thereof and pay such rentals, taxes or other payments and do all such other things as may be necessary to maintain the Property in good standing standing, including, without limiting the generality of the foregoinglimitation, staking and restaking mining claims, and applying for licenses, leases, grants, concessions, permitspermit, patents and other rights to and interests in the Minerals;. (f) maintain accounts books of account in accordance with the Accounting Procedure provided that the judgement judgment of the Operator as to matters related to the accounting accounting, for which provision is not made in the Accounting Procedure Procedure, shall govern if the Operator's accounting practices are in accordance with accounting principles generally accepted in the mining industry in Canada; (g) perform its duties and obligations hereunder in a sound and workmanlike manner manner, in accordance with sound mining and engineering practices and other practices customary in the Canadian mining industry, and in substantial compliance with all applicable federal, state, provincial, territorial Territorial and municipal laws, laws by-laws, ordinances, rules and regulations and this Agreement; and; (h) prepare and submit draft Programs deliver the reports provided for each calendar year for consideration by in paragraph 21.2; and (i) have such additional duties and obligations as the Management Committee by the November 30th preceding such calendar yearmay from time to time determine.

RIGHTS, DUTIES AND STATUS OF OPERATOR. 7.1 The Operator in its operations hereunder shall be deemed to be an independent contractor and shall be entitled to charge for its services hereunder in accordance with the provisions of this Agreement and the Accounting Procedure relative thereto. The Operator shall not act or hold itself out as agent for any of the Parties nor make any commitments on their individual behalf unless specifically permitted by this Agreement or directed in writing by such Party. 7.2 Subject to any specific provision of this Agreement and subject to it having the right to reject any direction on reasonable grounds by virtue of its status as an independent contractor, the Operator shall perform its duties hereunder in accordance with the directions of the Management Committee and in accordance with this Agreement. 7.3 The Operator shall manage and carry out such Mining Operations as the Management Committee may direct and in connection therewith shall, in advance if reasonably possible, notify the Management Committee of any change in Mining Operations which the Operator considers material and, if it is not reasonably possible, the Operator shall notify the Management Committee so soon thereafter as is reasonably possible. 7.4 The Operator shall have the sole and exclusive right and authority to manage and carry out all Mining Operations and to enter into contracts and sub-contracts on behalf of the Joint Operation with third parties in respect thereof and incur the Costs required for that purpose. In so doing doing, the Operator shall, unless it obtains the approval of the Management Committee: (a) comply with the provisions of all agreements or instruments of title under which the Property or Assets are held; (b) pay all Costs properly incurred promptly as and when due; (c) keep the Property and Assets free of all liens and encumbrances other than those, if any, in effect on the date of this Agreement, those the creation of which is permitted pursuant to this Agreement, or builder's or mechanic's liens arising out of the Mining Operations and, in the event of any lien being filed as aforesaid, proceed with diligence to contest or discharge the same; (d) prosecute claims or, where a defence is available, defend litigation arising out of the Mining Operations provided that any Participant may join in the prosecution or defence at its own expense; (e) subject to section 19.2, perform such assessment work or make payments in lieu thereof and pay such rentals, taxes or other payments and do all such other things as may be necessary to maintain the Property in good standing including, without limiting the generality of the foregoing, staking and restaking mining claims, and applying for licenses, leases, grants, concessions, permits, patents and other rights to and interests in the Minerals; (f) maintain accounts in accordance with the Accounting Procedure provided that the judgement of the Operator as to matters related to the accounting for which provision is not made in the Accounting Procedure shall govern if the Operator's accounting practices are in accordance with accounting principles generally accepted in the mining industry in Canada;International Financial Reporting Standards pertaining to mining; and (g) perform its duties and obligations hereunder in a sound and workmanlike manner in accordance with sound mining and engineering practices and in substantial compliance with all applicable federal, state, provincial, territorial and municipal laws, by-laws, ordinances, rules and regulations and this Agreement; and (h) prepare and submit draft Programs for each calendar year for consideration by the Management Committee by the November 30th preceding such calendar year.

RIGHTS, DUTIES AND STATUS OF OPERATOR. 7.1 6.1 The Operator in its operations hereunder shall will be deemed to be an independent contractor and shall be entitled to charge for its services hereunder in accordance with the provisions of this Agreement and the Accounting Procedure relative theretocontractor. The Operator shall will not act or hold itself out as agent for any of the Parties nor make any commitments on their individual behalf behalf, unless specifically permitted by this Agreement or directed in writing by such Party. 7.2 6.2 Subject to any specific provision of this Agreement and subject to it having the right to reject any direction on reasonable grounds by virtue of its status as an independent contractor, the Operator shall will perform its duties hereunder in accordance with the directions of Mine Restart Program, the Management Committee Twelve-Year Mining Plan and in accordance with this Agreement. 7.3 6.3 The Operator shall will manage and carry out such Mine Restarting Works as set out in the Mine Restart Program, the Twelve-Year Mining Operations Plan and this Agreement and as the Management Committee may direct from time to time and in connection therewith shall, in advance if reasonably possible, will notify the Management Committee Parties of any change in Mining Operations Mine Restarting Works which the Operator considers material and, if it is not reasonably possible, the Operator shall will notify the Management Committee Parties so soon thereafter as is reasonably possible. 7.4 The 6.4 Subject to Section 4.1, the Operator shall will have the exclusive authority to make all decisions relating to the day-to-day operations at the Gibraltar Mine. 6.5 Subject to Section 4.1, the Operator will have the sole and exclusive right and authority to manage and carry out all Mining Operations Mine Restarting Works and to enter into contracts and sub-contracts subcontracts on behalf of the Joint Operation Venture with third parties in respect thereof and incur the Costs costs required for that purpose. In so doing the Operator shallwill, unless it obtains the approval of the Management Committee: (a) comply with the provisions of all agreements or instruments of title under which the Property or Assets are held; (b) pay all Costs costs properly incurred promptly as and when due; (c) keep the Property and Assets free of all liens and encumbrances other than those, if any, in effect on the date of this Agreement, those the creation of which is permitted pursuant to this Agreement, or builder's or mechanic's liens arising out of the Mining Operations and, in the event of any lien being filed as aforesaid, proceed with diligence to contest or discharge the same; (d) prosecute claims or, where a defence is available, defend litigation arising out of the Mining Operations Mine Restarting Works provided that any Participant Party may join in the prosecution or defence at its own expense; (ed) subject to section 19.2, perform such assessment work or make payments in lieu thereof and pay such rentals, taxes or other payments and do all such other things as may be necessary to maintain the Property in good standing including, without limiting the generality of the foregoing, staking and restaking mining claims, and applying for licenses, leases, grants, concessions, permits, patents and other rights to and interests in the Minerals;minerals; and (fe) maintain accounts in accordance with the Accounting Procedure provided that the judgement of the Operator as to matters related to the accounting for which provision is not made in the Accounting Procedure shall govern if the Operator's accounting practices are in accordance with accounting principles generally accepted and consistently applied in the mining industry in Canada;. 6.6 Subject to Section 4.1, the Operator will be entitled to make all operational decisions with respect to the methods and extent of mining and processing of ore, concentrate and metal produced from the Gibraltar Mine (g) for example, without limitation, the decision to process by heap leaching rather than conventional milling). 6.7 The Operator will, at all times, perform its duties and obligations hereunder in a sound and workmanlike manner in accordance with sound mining and engineering practices and in substantial compliance with all applicable federal, state, provincial, territorial and municipal laws, by-laws, ordinances, rules and regulations and this Agreement; and (h) prepare and submit draft Programs for each calendar year for consideration by the Management Committee by the November 30th preceding such calendar year.

RIGHTS, DUTIES AND STATUS OF OPERATOR. 7.1 6.1 The Operator in its operations hereunder shall be deemed to be an independent contractor and shall be entitled to charge for its services hereunder in accordance with the provisions of this Agreement and the Accounting Procedure relative theretocontractor. The Operator shall not act or hold itself out as agent for any of the Parties parties nor make any commitments on their individual behalf of any of the parties unless specifically permitted by this Agreement or directed in writing by such Partya party. 7.2 6.2 Subject to any specific provision of this Agreement and subject to it having the right to reject any direction on reasonable grounds by virtue of its status as an independent contractor, the Operator shall perform its duties hereunder in accordance with the directions of the Management Committee and in accordance with this Agreement. 7.3 6.3 The Operator shall manage and carry out such Mining Operations as substantially in accordance with Programs, Feasibility Reports and Production Notices, Operating Plans, Mine Maintenance Plans and Mine Closure Plans adopted by the Management Committee may direct and in connection therewith shall, in advance if reasonably possible, notify the Management Committee of any change in Mining Operations which the Operator considers material and, and if it is not reasonably possible, the Operator shall notify the Management Committee so soon thereafter as is reasonably possible. 7.4 6.4 The Operator shall have the sole and exclusive right and authority to manage and carry out all Mining Operations in accordance herewith and to enter into contracts and sub-contracts on behalf of the Joint Operation with third parties in respect thereof and incur the Costs required for that purpose. In so doing the Operator shall, unless it obtains the approval of the Management Committee: (a) comply with the provisions of all agreements or instruments of title under which the Property or Assets are held; (b) pay all Costs properly incurred promptly as and when due; (c) keep the Property and Assets free of all liens and encumbrances (other than those, if any, in effect on the date of this AgreementOperative Date, those the creation of which is permitted pursuant to this Agreement, or builder's or mechanic's liens liens) arising out of the Mining Operations and, in the event of any lien being filed as aforesaid, proceed with diligence to contest or discharge the same; (d) with the approval of the Management Committee prosecute claims orand, where a defence is available, defend litigation arising out of the Mining Operations Operations, provided that any Participant may join in the prosecution or defence at its own expense; (e) subject to section 19.2paragraph 20.6, perform such assessment work or make payments in lieu thereof and pay such rentals, taxes or other payments and do all such other things as may be necessary to maintain the Property in good standing standing, including, without limiting the generality of the foregoingbut not limited to, staking and restaking mining claims, and applying for licenses, leases, grants, concessions, permits, patents and other rights to and interests in the Minerals; (f) maintain accounts books of account in accordance with the Accounting Procedure Procedure, provided that the judgement judgment of the Operator as to matters related to the accounting accounting, for which provision is not made in the Accounting Procedure Procedure, shall govern if the Operator's accounting practices are in accordance with accounting principles generally accepted in the mining industry in Canada; (g) perform its duties and obligations hereunder in a sound and workmanlike manner manner, in accordance with sound mining and engineering practices and other practices customary in the Canadian mining industry, and in substantial compliance with all applicable federal, state, provincial, territorial Territorial and municipal laws, by-laws, ordinances, rules and regulations and this Agreement; and; (h) prepare and submit draft Programs deliver the reports provided for each calendar year for consideration by in paragraph 21.2; and (i) have such additional duties and obligations as the Management Committee by the November 30th preceding such calendar yearmay from time to time determine.

RIGHTS, DUTIES AND STATUS OF OPERATOR. 7.1 6.1 The Operator in its operations hereunder shall be deemed to be an independent contractor and shall be entitled to charge for its services hereunder in accordance with the provisions of this Agreement and the Accounting Procedure relative theretocontractor. The Operator shall not act or hold itself out as agent for any of the Parties parties nor make any commitments on their individual behalf of any of the parties unless specifically permitted by this Agreement or directed in writing by such Partya party. 7.2 6.2 Subject to any specific provision of this Agreement and subject to it having the right to reject any direction on reasonable grounds by virtue of its status as an independent contractor, the Operator shall perform its duties hereunder in accordance with the directions of the Management Committee and in accordance with this Agreement. 7.3 6.3 The Operator shall manage and carry out such Mining Operations as substantially in accordance with Programs, Feasibility Reports and Production Notices, Operating Plans, Mine Maintenance Plans and Mine Closure Plans adopted by the Management Committee may direct and in connection therewith shall, in advance if reasonably possible, notify the Management Committee of any change in Mining Operations which the Operator considers material and, and if it is not reasonably possible, the Operator shall notify the Management Committee so soon thereafter as is reasonably possible. 7.4 6.4 The Operator shall have the sole and exclusive right and authority to manage and carry out all Mining Operations in accordance herewith and to enter into contracts and sub-contracts on behalf of the Joint Operation with third parties in respect thereof and incur the Costs required for that purpose, provided adequate funds are contributed by the Participants. In so doing the Operator shall, unless it obtains the approval of the Management Committee: (a) comply with the provisions of all agreements or instruments of title under which the Property or Assets are held; (b) pay all Costs properly incurred promptly as and when duedue with funds contributed by the Participants; (c) keep the Property and Assets free of all liens and encumbrances (other than those, if any, in effect on the date of this AgreementOperative Date, those the creation of which is permitted pursuant to this Agreement, or builder's ’s or mechanic's liens ’s liens) arising out of the Mining Operations and, in the event of any lien being filed as aforesaid, proceed with diligence to contest or discharge the same; (d) with the approval of the Management Committee prosecute claims orand, where a defence is available, defend litigation arising out of the Mining Operations Operations, provided that any Participant may join in the prosecution or defence at its own expense; (e) subject to section 19.2Section 21.6, perform such assessment work or make payments in lieu thereof and pay such rentals, taxes or other payments and do all such other things as may be necessary to maintain the Property in good standing standing, including, without limiting the generality of the foregoinggenerality, staking and restaking mining claims, and applying for licenses, leases, grants, concessions, permits, patents and other rights to and interests in the Minerals; (f) maintain accounts books of account in accordance with the Accounting Procedure Procedure, as more particularly described in Schedule B hereto, provided that the judgement judgment of the Operator as to matters related to the accounting accounting, for which provision is not made in the Accounting Procedure Procedure, shall govern if the Operator's ’s accounting practices are in accordance with accounting principles generally accepted in the mining industry in Canada; (g) perform its duties and obligations hereunder in a sound and workmanlike manner manner, in accordance with sound mining and engineering practices and other practices customary in the North American mining industry, and in substantial compliance with all applicable federal, state, provincial, territorial Territorial and municipal laws, by-lawsbylaws, ordinances, rules and regulations and this Agreement; and; (h) prepare and submit draft Programs deliver the reports provided for each calendar year for consideration by in Section 22.2; and (i) have such additional duties and obligations as the Management Committee by the November 30th preceding such calendar yearmay from time to time determine.

RIGHTS, DUTIES AND STATUS OF OPERATOR. 7.1 6.1 The Operator in its operations hereunder shall be deemed to be an independent contractor and shall be entitled to charge for its services hereunder in accordance with the provisions of this Agreement and the Accounting Procedure relative theretocontractor. The Operator shall not act or hold itself out as agent for any of the Parties parties nor make any commitments on their individual behalf of any of the parties unless specifically permitted by this Agreement or directed in writing by such Partya party. 7.2 6.2 Subject to any specific provision of this Agreement and subject to it having the right to reject any direction on reasonable grounds by virtue of its status as an independent contractor, the Operator shall perform its duties hereunder in accordance with the directions of the Management Committee and in accordance with this Agreement. 7.3 6.3 The Operator shall manage and carry out such Mining Operations as substantially in accordance with Programs, Feasibility Reports and Production Notices, Operating Plans, Mine Maintenance Plans and Mine Closure Plans adopted by the Management Committee may direct and in connection therewith shall, in advance if reasonably possible, notify the Management Committee of any change in Mining Operations which the Operator considers material and, and if it is not reasonably possible, the Operator shall notify the Management Committee so soon thereafter as is reasonably possible. 7.4 6.4 The Operator shall have the sole and exclusive right and authority to manage and carry out all Mining Operations in accordance herewith and to enter into contracts and sub-contracts on behalf of the Joint Operation with third parties in respect thereof and incur the Costs required for that purpose. In so doing the Operator shall, unless it obtains the approval of the Management Committee: (a) comply with the provisions of all agreements or instruments of title under which the Property or Assets are held; (b) pay all Costs properly incurred promptly as and when due; (c) keep the Property and Assets free of all liens and encumbrances (other than those, if any, in effect on the date of this AgreementOperative Date, those the creation of which is permitted pursuant to this Agreement, or builder's ’s or mechanic's liens ’s liens) arising out of the Mining Operations and, in the event of any lien being filed as aforesaid, proceed with diligence to contest or discharge the same; (d) with the approval of the Management Committee prosecute claims orand, where a defence is available, defend litigation arising out of the Mining Operations Operations, provided that any Participant may join in the prosecution or defence at its own expense; (e) subject to section 19.2paragraph , perform such assessment work or make payments in lieu thereof and pay such rentals, taxes or other payments and do all such other things as may be necessary to maintain the Property in good standing standing, including, without limiting the generality of the foregoinglimitation, staking and restaking mining claims, and applying for licenses, leases, grants, concessions, permitspermit, patents and other rights to and interests in the Minerals;. (f) maintain accounts books of account in accordance with the Accounting Procedure provided that the judgement judgment of the Operator as to matters related to the accounting accounting, for which provision is not made in the Accounting Procedure Procedure, shall govern if the Operator's ’s accounting practices are in accordance with accounting principles generally accepted in the mining industry in Canada; (g) perform its duties and obligations hereunder in a sound and workmanlike manner manner, in accordance with sound mining and engineering practices and other practices customary in the Canadian mining industry, and in substantial compliance with all applicable federal, state, provincial, territorial Territorial and municipal laws, laws by-laws, ordinances, rules and regulations and this Agreement; and; (h) prepare and submit draft Programs deliver the reports provided for each calendar year for consideration by in paragraph ; and (i) have such additional duties and obligations as the Management Committee by the November 30th preceding such calendar yearmay from time to time determine.

RIGHTS, DUTIES AND STATUS OF OPERATOR. 7.1 The 10.1 Operator in its operations hereunder shall will be deemed to be an independent contractor and shall be entitled to charge for its services hereunder in accordance with the provisions of this Agreement and the Accounting Procedure relative theretocontractor. The Operator shall will not act or hold itself out as agent for any of the Parties nor make any commitments on their individual behalf of any of the Parties unless specifically permitted by this Agreement or directed in writing by such a Party. 7.2 10.2 Subject to any specific provision of this Agreement and subject to it having the right to reject any direction on reasonable grounds by virtue of its status as an independent contractor, the Operator shall will perform its duties hereunder in accordance with the directions of the Management Committee and in accordance with this Agreement. 7.3 10.3 The Operator shall will manage and carry out such Mining Operations as substantially in accordance with Programs, Feasibility Reports, Operating Plans, Mine Maintenance Plans and Mine Closure Plans adopted by the Management Committee may direct and in connection therewith shallwill, in advance if reasonably possible, notify the Management Committee of any change in Mining Operations which the Operator considers material and, and if it is not reasonably possible, the Operator shall will notify the Management Committee so soon thereafter as is reasonably possible. 7.4 10.4 The Operator shall will have the sole and exclusive right and authority to manage and carry out all Mining Operations in accordance herewith and to enter into contracts and sub-contracts on behalf of the Joint Operation with third parties in respect thereof and incur the Costs costs required for that purpose. In so doing the Operator shall, unless it obtains the approval of the Management Committeewill: (a) comply with the provisions of all agreements or instruments of title under which the Property or Assets are held; (b) obtain all work permits, environmental approvals, and subject to Article 26 insurances, as required to carry out exploration and development programs, (c) maintain the Property’s mineral leases and rights in good standing, (d) pay all Costs properly incurred promptly as and when due; (ce) keep the Property and Assets free of all liens and encumbrances (other than those, if any, in effect on the date of this AgreementEffective Date, those the creation of which is permitted pursuant to this Agreement, or builder's ’s or mechanic's liens ’s liens) arising out of the Mining Operations and, in the event of any lien being filed as aforesaid, proceed with diligence to contest or discharge the same; (df) with the approval of the Management Committee prosecute claims orand, where a defence is available, defend litigation arising out of the Mining Operations Operations, provided that any Participant may join in the prosecution or defence at its own expense; (eg) subject to section 19.2paragraph 23.6, perform such assessment work or make payments in lieu thereof and pay such rentals, taxes or other payments and do all such other things as may be necessary to maintain the Property in good standing standing, including, without limiting the generality of the foregoinggenerality, staking and restaking re-staking mining claims, and applying for licenses, leases, grants, concessions, permits, patents and other rights to and interests in the Minerals; (fh) maintain accounts books of account in accordance with the Accounting Procedure Procedure, provided that the judgement judgment of the Operator as to matters related to the accounting accounting, for which provision is not made in the Accounting Procedure shall Procedure, will govern if the Operator's ’s accounting practices are in accordance with generally accepted accounting principles generally accepted in the mining industry in Canada; (gi) perform its duties and obligations hereunder in a sound and workmanlike manner manner, in accordance with sound mining and engineering practices and other practices customary in the United States mining industry, in substantial compliance with all applicable federal, state, provincial, territorial county and municipal laws, by-laws, ordinances, rules and regulations and this AgreementAgreement and in accordance with the care and skill normally expected by someone conducting and managing exploration, development and mining activities on behalf of the legal or beneficial owners of the Property; (j) prepare and deliver the reports provided for in paragraph 24.2; and (hk) prepare have such additional duties and submit draft Programs for each calendar year for consideration by obligations as the Management Committee may from time to time determine; and (l) manage and execute all Programs approved in accordance with this Agreement, including payments to any third party consultants and contractors engaged by the November 30th preceding such calendar yearOperator.

RIGHTS, DUTIES AND STATUS OF OPERATOR. 7.1 12.1 The Operator in its operations hereunder shall will be deemed to be an independent contractor and shall be entitled to charge for its services hereunder in accordance with the provisions of this Agreement and the Accounting Procedure relative theretocontractor. The Operator shall will not act or hold itself out as agent for any of the Parties nor make any commitments on their individual behalf of any of the Parties unless specifically permitted by this Agreement or directed in writing by such a Party. 7.2 12.2 Subject to any specific provision of this Agreement and subject to it having the right to reject any direction on reasonable grounds by virtue of its status as an independent contractor, the Operator shall will perform its duties hereunder in accordance with the directions of the Management Committee and in accordance with this Agreement. 7.3 12.3 The Operator shall will manage and carry out such Mining Operations as substantially in accordance with Programs, Feasibility Reports, Operating Plans, Mine Maintenance Plans and Mine Closure Plans adopted by the Management Committee may direct and in connection therewith shallwill, in advance if reasonably possible, notify the Management Committee of any change in Mining Operations which the Operator considers material and, and if it is not reasonably possible, the Operator shall will notify the Management Committee so soon thereafter as is reasonably possible. 7.4 12.4 The Operator shall will have the sole and exclusive right and authority to manage and carry out all Mining Operations in accordance herewith and to enter into contracts and sub-contracts on behalf of the Joint Operation with third parties in respect thereof and incur the Costs required for that purpose. In so doing the Operator shall, unless it obtains the approval of the Management Committeewill: (a) comply with the provisions of all agreements or instruments of title under which the Property or Assets are held; (b) obtain all work permits, environmental approvals, insurances required to carry out exploration and development programs, (c) maintain the Property’s mineral leases and rights in good standing, (d) pay all Costs properly incurred promptly as and when due; (ce) keep the Property and Assets free of all liens and encumbrances (other than those, if any, in effect on the date of this AgreementEffective Date, those the creation of which is permitted pursuant to this Agreement, or builder's ’s or mechanic's liens ’s liens) arising out of the Mining Operations and, in the event of any lien being filed as aforesaid, proceed with diligence to contest or discharge the same; (df) with the approval of the Management Committee prosecute claims orand, where a defence is available, defend litigation arising out of the Mining Operations Operations, provided that any Participant may join in the prosecution or defence at its own expense; (eg) subject to section 19.2paragraph 24.6, perform such assessment work or make payments in lieu thereof and pay such rentals, taxes or other payments and do all such other things as may be necessary to maintain the Property in good standing standing, including, without limiting the generality of the foregoinggenerality, staking and restaking re-staking mining claims, and applying for licenses, leases, grants, concessions, permits, patents and other rights to and interests in the Minerals; (fh) maintain accounts books of account in accordance with the Accounting Procedure Procedure, provided that the judgement judgment of the Operator as to matters related to the accounting accounting, for which provision is not made in the Accounting Procedure shall Procedure, will govern if the Operator's ’s accounting practices are in accordance with accounting principles generally accepted in the mining industry in Canada; (gi) perform its duties and obligations hereunder in a sound and workmanlike manner manner, in accordance with sound mining and engineering practices and other practices customary in the United States mining industry, and in substantial compliance with all applicable federal, state, provincial, territorial county and municipal laws, by-laws, ordinances, rules and regulations and this Agreement; (j) prepare and deliver the reports provided for in paragraph 26.2; and (hk) prepare have such additional duties and submit draft Programs for each calendar year for consideration by obligations as the Management Committee by the November 30th preceding such calendar yearmay from time to time determine.

RIGHTS, DUTIES AND STATUS OF OPERATOR. 7.1 10.1 The Operator in its operations hereunder shall will be deemed to be an independent contractor and shall be entitled to charge for its services hereunder in accordance with the provisions of this Agreement and the Accounting Procedure relative theretocontractor. The Operator shall will not act or hold itself out as agent for any of the Parties nor make any commitments on their individual behalf of any of the Parties unless specifically permitted by this Agreement or directed in writing by such a Party. 7.2 10.2 Subject to any specific provision of this Agreement and subject to it having the right to reject any direction on reasonable grounds by virtue of its status as an independent contractor, the Operator shall will perform its duties hereunder in accordance with the directions of the Management Committee and in accordance with this Agreement. 7.3 10.3 The Operator shall will manage and carry out such Mining Operations as substantially in accordance with Programs, Feasibility Reports, Operating Plans, Mine Maintenance Plans and Mine Closure Plans adopted by the Management Committee may direct and in connection therewith shallwill, in advance if reasonably possible, notify the Management Committee of any change in Mining Operations which the Operator considers material and, and if it is not reasonably possible, the Operator shall will notify the Management Committee so soon thereafter as is reasonably possible. 7.4 10.4 The Operator shall will have the sole and exclusive right and authority to manage and carry out all Mining Operations in accordance herewith and to enter into contracts and sub-contracts on behalf of the Joint Operation with third parties in respect thereof and incur the Costs costs required for that purpose. In so doing the Operator shall, unless it obtains the approval of the Management Committeewill: (a) comply with the provisions of all agreements or instruments of title under which the Property or Assets are held; (b) obtain all work permits, environmental approvals, and subject to Article 26 insurances, as required to carry out exploration and development programs, (c) maintain the Property’s mineral leases and rights in good standing, (d) pay all Costs properly incurred promptly as and when due; (ce) keep the Property and Assets free of all liens and encumbrances (other than those, if any, in effect on the date of this AgreementEffective Date, those the creation of which is permitted pursuant to this Agreement, or builder's ’s or mechanic's liens ’s liens) arising out of the Mining Operations and, in the event of any lien being filed as aforesaid, proceed with diligence to contest or discharge the same; (df) with the approval of the Management Committee prosecute claims orand, where a defence is available, defend litigation arising out of the Mining Operations Operations, provided that any Participant may join in the prosecution or defence at its own expense; (eg) subject to section 19.2paragraph 23.6, perform such assessment work or make payments in lieu thereof and pay such rentals, taxes or other payments and do all such other things as may be necessary to maintain the Property in good standing standing, including, without limiting the generality of the foregoinggenerality, staking and restaking re-staking mining claims, and applying for licenses, leases, grants, concessions, permits, patents and other rights to and interests in the Minerals; (fh) maintain accounts books of account in accordance with the Accounting Procedure Procedure, provided that the judgement judgment of the Operator as to matters related to the accounting accounting, for which provision is not made in the Accounting Procedure shall Procedure, will govern if the Operator's ’s accounting practices are in accordance with generally accepted accounting principles generally accepted in the mining industry in Canadaindustry; (gi) perform its duties and obligations hereunder in a sound and workmanlike manner manner, in accordance with sound mining and engineering practices and other practices customary in the United States mining industry, in substantial compliance with all applicable federal, state, provincial, territorial county and municipal laws, by-laws, ordinances, rules and regulations and this Agreement, and in accordance with the care and skill normally expected by someone conducting and managing exploration, development and mining activities on behalf of the legal or beneficial owners of the Property; (j) prepare and deliver the reports provided for in paragraph 24.2; and (hk) prepare have such additional duties and submit draft Programs for each calendar year for consideration by obligations as the Management Committee may from time to time determine; and (l) manage and execute all Programs approved in accordance with this Agreement, including payments to any third party consultants and contractors engaged by the November 30th preceding such calendar yearOperator.

RIGHTS, DUTIES AND STATUS OF OPERATOR. 7.1 6.01 The Operator in its operations hereunder shall be deemed to be an independent contractor and shall be entitled to charge for its services hereunder in accordance with the provisions of this Agreement and the Accounting Procedure relative theretocontractor. The Operator shall not act or hold itself out as agent for any of the Parties parties nor make any commitments on their individual behalf of any of the parties unless specifically permitted by this Agreement or directed in writing by such Partya party. 7.2 6.02 Subject to any specific provision of this Agreement and subject to it having the right to reject any direction on reasonable grounds by virtue of its status as an independent contractor, the Operator shall perform its duties hereunder in accordance with the directions of the Management Committee and in accordance with this Agreement. 7.3 6.03 The Operator shall manage and carry out such Mining Operations as substantially in accordance with Programs, Feasibility Reports and Production Notices, Operating Plans, Mine Maintenance Plans and Mine Closure Plans adopted by the Management Committee may direct and in connection therewith shall, in advance if reasonably possible, notify the Management Manage-ment Committee of any change in Mining Operations which the Operator considers material and, and if it is not reasonably possible, the Operator shall notify the Management Committee so soon thereafter as is reasonably reason-ably possible. 7.4 6.04 The Operator shall have the sole and exclusive right and authority to manage and carry out all Mining Operations in accordance herewith and to enter into contracts and sub-contracts on behalf of the Joint Operation with third parties in respect thereof and incur the Costs required for that purpose. In so doing the Operator shall, unless it obtains the approval of the Management Committee: (a) comply with the provisions of all agreements or instruments of title under which the Property or Assets are held; (b) pay all Costs properly incurred promptly as and when due; (c) keep the Property and Assets free of all liens and encumbrances encum-brances (other than those, if any, in effect on the date of this AgreementOperative Date, those the creation of which is permitted pursuant to this Agreement, or builder's or mechanic's liens liens) arising out of the Mining Operations and, in the event of any lien being filed as aforesaid, proceed with diligence to contest or discharge the same; (d) with the approval of the Management Committee prosecute claims orand, where a defence is available, defend litigation arising out of the Mining Operations Operations, provided that any Participant may join in the prosecution or defence at its own expense; (e) subject to section 19.2paragraph 20.06, perform such assessment work or make payments in lieu thereof and pay such rentals, taxes or other payments and do all such other things as may be necessary to maintain the Property in good standing standing, including, without limiting the generality of the foregoinggenerality, staking and restaking mining claims, and applying for licenses, leases, grants, concessions, permits, patents and other rights to and interests in the Minerals; (f) maintain accounts books of account in accordance with the Accounting Procedure Procedure, provided that the judgement judgment of the Operator as to matters related to the accounting accounting, for which provision is not made in the Accounting Procedure Procedure, shall govern if the Operator's accounting practices are in accordance with accounting principles generally accepted in the mining industry in Canada; (g) perform its duties and obligations hereunder in a sound and workmanlike manner manner, in accordance with sound mining and engineering practices and other practices customary in the Canadian mining industry, and in substantial compliance with all applicable federal, state, provincial, territorial Territorial and municipal laws, by-laws, ordinances, rules and regulations and this Agreement; and; (h) prepare and submit draft Programs deliver the reports provided for each calendar year for consideration by in paragraph 21.02; and (i) have such additional duties and obligations as the Management Committee by the November 30th preceding such calendar yearmay from time to time determine.

RIGHTS, DUTIES AND STATUS OF OPERATOR. 7.1 6.01 The Operator in its operations hereunder shall be deemed to be an independent contractor and shall be entitled to charge for its services hereunder in accordance with the provisions of this Agreement and the Accounting Procedure relative theretocontractor. The Operator shall not act or hold itself out as agent for any of the Parties parties nor make any commitments on their individual behalf of any of the parties unless specifically permitted by this Agreement or directed in writing by such Partya party. 7.2 6.02 Subject to any specific provision of this Agreement and subject to it having the right to reject any direction on reasonable grounds by virtue of its status as an independent contractor, the Operator shall perform its duties hereunder in accordance with the directions of the Management Committee and in accordance with this Agreement. 7.3 6.03 The Operator shall manage and carry out such Mining Operations as substantially in accordance with Programs, Feasibility Reports and Production Notices, Operating Plans, Mine Maintenance Plans and Mine Closure Plans adopted by the Management Committee may direct and in connection therewith shall, in advance if reasonably possible, notify the Management Committee of any change in Mining Operations which the Operator considers material and, and if it is not reasonably possible, the Operator shall notify the Management Committee so soon thereafter as is reasonably possible. 7.4 6.04 The Operator shall have the sole and exclusive right and authority to manage and carry out all Mining Operations in accordance herewith and to enter into contracts and sub-contracts on behalf of the Joint Operation with third parties in respect thereof and incur the Costs required for that purpose. In so doing the Operator shall, unless it obtains the approval of the Management Committee: (a) comply with the provisions of all agreements or instruments of title under which the Property or Assets are held; (b) pay all Costs properly incurred promptly as and when due; (c) keep the Property and Assets free of all liens and encumbrances (other than those, if any, in effect on the date of this AgreementOperative Date, those the creation of which is permitted pursuant to this Agreement, or builder's or mechanic's liens liens) arising out of the Mining Operations and, in the event of any lien being filed as aforesaid, proceed with diligence to contest or discharge the same; (d) with the approval of the Management Committee prosecute claims orand, where a defence is available, defend litigation arising out of the Mining Operations Operations, provided that any Participant may join in the prosecution or defence at its own expense; (e) subject to section 19.2paragraph 20.05, perform such assessment work or make payments in lieu thereof and pay such rentals, taxes or other payments and do all such other things as may be necessary to maintain the Property in good standing standing, including, without limiting the generality of the foregoinggenerality, staking and restaking mining claims, and applying for licenses, leases, grants, concessions, permits, patents and other rights to and interests in the Minerals; (f) maintain accounts books of account in accordance with the Accounting Procedure Procedure, provided that the judgement judgment of the Operator as to matters related to the accounting accounting, for which provision is not made in the Accounting Procedure Procedure, shall govern if the Operator's accounting practices are in accordance with accounting principles generally accepted in the mining industry in Canada; (g) perform its duties and obligations hereunder in a sound and workmanlike manner manner, in accordance with sound mining and engineering practices and other practices customary in the Canadian mining industry, and in substantial compliance with all applicable federal, state, provincial, territorial Territorial and municipal laws, by-laws, ordinances, rules and regulations and this Agreement; and; (h) prepare and submit draft Programs deliver the reports provided for each calendar year for consideration by in paragraph 21.02; and (i) have such additional duties and obligations as the Management Committee by the November 30th preceding such calendar yearmay from time to time determine.

RIGHTS, DUTIES AND STATUS OF OPERATOR. 7.1 6.1. The Operator in its operations hereunder shall be deemed to be an independent contractor and shall be entitled to charge for its services hereunder in accordance with the provisions of this Agreement and the Accounting Procedure relative theretocontractor. The Operator shall not act or hold itself out as agent for any of the Parties nor make any commitments on their individual behalf unless specifically permitted by this Agreement or directed in writing by such a Party. 7.2 6.2. Subject to any specific provision of this Agreement and subject to it having the right to reject any direction on reasonable grounds by virtue of its status as an independent contractor, the Operator shall perform its duties hereunder in accordance with the directions of the Management Committee and in accordance with this Agreement. 7.3 6.3. The Operator shall manage and carry out such Mining Operations as the Management Committee may direct and in connection therewith shall, in advance advance, if reasonably possible, notify the Management Committee of any change in Mining Operations which the Operator considers material and, and if it is not reasonably possible, the Operator shall notify the Management Committee so as soon thereafter as is reasonably possible. 7.4 The 6.4. Subject to the direction of the Management Committee, the Operator shall have the sole and exclusive right and authority to manage and carry out all Mining Operations and to enter into contracts and sub-contracts on behalf of the Joint Operation with third parties in respect thereof and incur the Costs required for that purpose. In so doing the Operator shall, unless it obtains the approval of the Management Committee: (a) comply with the provisions of all agreements or instruments of and mining title documents under which the Property Mining Properties or Assets are held; (b) pay all Costs properly incurred promptly as and when due; (c) keep the Property Mining Properties and Assets free of all liens and encumbrances Liens (other than those, if any, in effect on the date of this Agreement, those Operative Date or the creation of which is permitted pursuant to this Agreement, or builder's or mechanic's liens ) arising out of the Mining Operations and, in the event of any lien Lien being filed as aforesaidregistered or any action to enforce a Lien being taken, proceed with diligence to contest or discharge the same; (d) with the authorization of the Management Committee, prosecute claims orand, where a defence is available, defend litigation arising out of the Mining Operations Operations, provided that any Participant may join in the prosecution or defence at its own expense; (e) subject to section 19.2Subsection 21.1, perform such assessment work or make payments in lieu thereof and pay such rentals, taxes or other payments and do all such other things as may AGNICO-EAGLE MINES LIMITED / AMERICAN BONANZA GOLD CORP. FRASER XXXXXX CASGRAIN LLP Option Agreement – Xxxxx / Noyon-Xxxxxxxx Properties November 15, 2007 be necessary to maintain the Property Mining Properties in good standing includingstanding, without limiting the generality of the foregoing, including ground or map staking and restaking mining claims, and applying for licenseslicences, leasesclaims, grants, concessions, permits, patents leases and other rights to and interests in the MineralsMinerals and their renewals; (f) maintain accounts in accordance with the Accounting Procedure Procedure; provided that the judgement judgment of the Operator as to matters related to the accounting accounting, for which provision is not made in the Accounting Procedure Procedure, shall govern if the Operator's accounting practices are in accordance with accounting principles generally accepted in the mining industry in Canada;; and (g) perform its duties and obligations hereunder in a sound and workmanlike manner manner, in accordance with sound mining and engineering practices practices, and in substantial compliance with all applicable federal, state, provincial, territorial and municipal laws, by-laws, ordinances, rules and regulations Laws of any Governmental Authority and this Agreement; and (h) prepare and submit draft Programs for each calendar year for consideration by the Management Committee by the November 30th preceding such calendar year.