Common use of Technical Committee Clause in Contracts

Technical Committee. (1) Upon the Effective Date, a technical committee (“Technical Committee”) will be formed comprised of two (2) representatives of Silver Bull and two (2) representatives of South32. (2) Meetings of the Technical Committee will be held: (a) during any part of a Year in which no Operations are being conducted, quarterly in Vancouver (or at such other intervals or places as Silver Bull and South32 may agree); and (b) during any part of a Year in which Operations are being conducted, monthly in Vancouver (or at such other intervals or places as Silver Bull and South32 may agree). (3) Meetings will be called on fourteen (14) days’ notice by either Silver Bull or South32. Either Silver Bull or South32 may on fourteen (14) days’ notice call an ad hoc meeting. (4) For each meeting an agenda must, at least seven (7) days prior to that meeting, be distributed to Silver Bull and South32 by the person calling that meeting. Silver Bull must cause minutes of each meeting to be taken and distributed to South32 for comments within fourteen (14) days subsequent to that meeting and will be the subject of approval at the next meeting. A representative of Silver Bull or South32 may attend any meeting by conference telephone, so long as all attendees at that meeting can hear and be heard by all other attendees. (5) The Technical Committee will, among other things, review: (a) each Report and Budget; and (b) all Exploration Data learned or obtained in connection with the Operations. (6) The Technical Committee must endeavour to approve a Report and Budget within thirty (30) days of its receipt of that Report and Budget. (7) The Technical Committee may approve programs and budgets proposed by the Operator with or without amendment, addition, deletion or other alteration or modification as the Technical Committee considers fit or reject the same and in the case of rejection the Technical Committee may give such directions to the Operator regarding the preparation and submission of a further program and budget in respect of the Year concerned as the Technical Committee may determine. (8) Each Party acknowledges and agrees that the Technical Committee may approve the alteration or modification proposed by South32 of an Approved Program to expand the Operations to be undertaken as part of that Approved Program and to increase the Approved Budget that relates to that Approved Program and any such approval will not be unreasonably withheld. (9) In the absence of agreement by the members of the Technical Committee in respect of any program and budget proposed by the Operator, the Operations or any other matter before the Technical Committee, any direction or decision concerning, or final approval of, programs, budgets, Operations or any other matter before the Technical Committee during the term of this Agreement will be given or made (as the case may be) solely by South32.

Technical Committee. Each Bank hereby appoints and authorizes each of CIBC World Markets Corp., Credit Suisse First Boston, TD Securities (1USA) Upon the Effective Date, a Inc. and The Bank of Nova Scotia to act as its technical committee hereunder and under the other Credit Documents (“the "Technical Committee”") will with such powers as are expressly delegated to the Technical Committee by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Technical Committee shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Document, or be formed comprised a trustee or a fiduciary for any Bank. Notwithstanding anything to the contrary contained herein the Technical Committee shall not be required to take any action which is contrary to this Agreement or any other Credit Documents or any Legal Requirement or exposes the Technical Committee to any liability. All decisions and determinations to be made by the Technical Committee hereunder and under the other Credit Documents shall be made by unanimous consent of two (2) representatives of Silver Bull its members. Borrower and two (2) representatives of South32. (2) Meetings each Bank hereby agrees that the protective provisions set forth in Section 5.11 and Sections 10.1 through 10.5 shall apply to and protect, mutatis mutandis, each member of the Technical Committee will be held: (a) during any part of a Year in which no Operations are being conductedand all determinations, quarterly in Vancouver (decisions, actions or at such other intervals inactions taken or places as Silver Bull and South32 may agree); and (b) during any part of a Year in which Operations are being conducted, monthly in Vancouver (or at such other intervals or places as Silver Bull and South32 may agree). (3) Meetings will be called on fourteen (14) days’ notice by either Silver Bull or South32. Either Silver Bull or South32 may on fourteen (14) days’ notice call an ad hoc meeting. (4) For each meeting an agenda must, at least seven (7) days prior to that meeting, be distributed to Silver Bull and South32 by the person calling that meeting. Silver Bull must cause minutes of each meeting omitted to be taken and distributed to South32 for comments within fourteen (14) days subsequent to that meeting and will be the subject of approval at the next meeting. A representative of Silver Bull or South32 may attend any meeting by conference telephone, so long as all attendees at that meeting can hear and be heard by all other attendees. (5) The Technical Committee will, among other things, review: (a) each Report and Budget; and (b) all Exploration Data learned or obtained in connection with the Operations. (6) The Technical Committee must endeavour to approve a Report and Budget within thirty (30) days of its receipt of that Report and Budget. (7) The Technical Committee may approve programs and budgets proposed by the Operator with or without amendment, addition, deletion or other alteration or modification as Technical Committee. In the event that any member of the Technical Committee considers fit at any time reduces its Commitment to less than $10,000,000, ceases to be a Bank hereunder or reject the same and in the case of rejection otherwise resigns from the Technical Committee may give such directions to Committee, the Operator regarding the preparation and submission of a further program and budget in respect of the Year concerned as the Technical Committee may determine. (8) Each Party acknowledges and agrees that the Technical Committee may approve the alteration or modification proposed by South32 of an Approved Program to expand the Operations to be undertaken as part of that Approved Program and to increase the Approved Budget that relates to that Approved Program and any such approval will not be unreasonably withheld. (9) In the absence of agreement by the remaining members of the Technical Committee in respect of any program and budget proposed by the Operator, the Operations or any other matter before shall appoint a Bank as a successor member to the Technical Committee, any direction or decision concerning, or final approval of, programs, budgets, Operations or any other matter before ; provided (i) such Bank shall be a Bank with one of the five largest Commitments at such time among the Banks who are not then members of the Technical Committee during and (ii) Borrower does not reasonably disapprove of such Bank within two Banking Days of receipt of notice of such Bank's appointment to the term of this Agreement will be given or made (as the case may be) solely by South32Technical Committee.

Technical Committee. (1) Upon the Effective Date, a technical committee (“Technical Committee”) 4.1 The PDAM+ Project will be formed comprised supervised by a Technical Committee comprising one member each from the original fifteen sponsoring Participants listed in Exhibit C and any additional sponsors that subsequently join the Project. Each Participant can also designate an alternate member. Decisions of two (2) representatives of Silver Bull the Committee shall be binding upon Participants and two (2) representatives of South32Contractor and the quorum for the Committee meetings shall be the attendees from six Participants. (2) Meetings 4.2 A Participant represented on the Committee will have the right to one vote on that Committee. Such vote can be transferred or cast by proxy with prior written notification and before a Committee meeting. A Participant may elect not to be represented on the Committee but in so doing that Participant waives its right to a vote. 4.3 The Chairperson of the Committee will be elected by its members. 4.4 The Technical Committee will meet once a year, to review the work conducted in the previous year and to agree the subsequent years work. In the first year of the PDAM+ Project there will be an additional meeting of the Technical Committee will to initiate the Project. Such meetings shall be held: (a) during any part of a Year in which no Operations are being conducted, quarterly in Vancouver (or convened upon at such other intervals or places as Silver Bull and South32 may agree); and (b) during any part of a Year in which Operations are being conducted, monthly in Vancouver (or at such other intervals or places as Silver Bull and South32 may agree)least 21 days written notice unless otherwise agreed by the Committee. (3) Meetings will 4.5 Contractor or a member of Committee may approach the Chairperson of the Committee and request that an extraordinary meeting be called on fourteen (14) days’ notice by either Silver Bull or South32convened. Either Silver Bull or South32 may on fourteen (14) days’ notice call an ad hoc The Chairperson of the Committee shall consider the request and if in agreement that a meeting would benefit the Project convene such a meeting. (4) For each meeting an agenda must, at least seven (7) days prior to that 4.6 Contractor shall provide the venue for meetings of the Committee together with the appropriate project staff and any reasonable information required for the business of the meeting, including the necessary secretarial service to record the minutes of the meeting. All documents prepared for the Committee by Contractor shall be distributed to Silver Bull and South32 circulated in a timely manner. 4.7 Any decisions made by the person calling that meetingCommittee shall wherever possible be made by unanimous consent. Silver Bull must cause minutes of each meeting Should it be necessary for any decision to be taken and distributed to South32 for comments within fourteen (14) days subsequent to that meeting and made by the casting of votes then the support of a majority of the members will be required. In the subject of approval at event that there is no majority the next meeting. A representative of Silver Bull or South32 may attend any meeting by conference telephone, so long as all attendees at that meeting can hear and be heard by all other attendeeschairperson shall have the casting vote. (5) 4.8 The Technical Committee will, among other things, review: (a) each Report and Budget; and (b) all Exploration Data learned or obtained in connection will review the progress of the Project together with the Operationscosts incurred to date and comment on any technical reports that are issued. The Committee will also have responsibility for approving any amendments to the Project consistent with the objectives of the Project, subject to the agreement of Contractor to undertake any resulting additional work. In the event that Contractor was to decline to perform any additional work an alternative agent would be approached by Contractor on the instruction of the Committee and the work may be subcontracted according to the conditions of clause 15 of this Agreement. (6) 4.9 The Technical Committee must endeavour shall have the right to approve a Report and Budget within thirty (30) days of its receipt of that Report and Budget. (7) The Technical Committee may approve programs and budgets proposed by the Operator with or without amendment, addition, deletion or other alteration or modification as the Technical Committee considers fit or reject the same and recommend variations in the case of rejection the Technical Committee may give such directions to the Operator regarding the preparation and submission of a further program and budget in respect financial commitment of the Year concerned as the Technical Committee may determine. (8) Each Party acknowledges and agrees that the Technical Committee may approve the alteration or modification proposed by South32 of an Approved Program to expand the Operations to be undertaken as part of that Approved Program and to increase the Approved Budget that relates to that Approved Program and any such approval will not be unreasonably withheld. (9) In the absence of agreement by the members of the Technical Committee in respect of any program and budget proposed by the Operator, the Operations or Participants. Notwithstanding any other matter before the Technical Committee, any direction or decision concerning, or final approval of, programs, budgets, Operations or any other matter before the Technical Committee during the term provisions of this Agreement the implementation of such variations shall require the unanimous agreement in writing of the Participants and Contractor before becoming effective. 4.10 The Committee shall have the right to approve applications by other companies or organisations to become Participants in the Project after the Effective Date. 4.11 Prior to the Effective Date the right to approve proposals by Participants to submit materials and/or technical data in lieu of their financial contribution shall be vested in Contractor. After the Effective Date the right of approval shall transfer to the Committee. Neither Contractor nor the Committee shall approve such arrangements if to do so would increase the financial contribution of the other Participants unless those Participant have consented to such increase in writing beforehand. Contractor shall circulate to all Participants information regarding all contributions by prospective Participants proposed in lieu of financial contributions in sufficient detail so as to allow all Participants to assess the value of such contributions. 4.12 Each Participant will be given or made (as responsible for all its costs incurred regarding attendance at meetings associated with the case may be) solely by South32Project.

Technical Committee. (1) Upon Each Lender hereby appoints and authorizes each of the Effective DateLead Arrangers, a Credit Lyonnais, The Bank of Nova Scotia and CoBank to act as its technical committee hereunder and under the other Loan Documents (“the "Technical Committee”") will with such powers as are expressly delegated to the Technical Committee by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto and the power to appoint each of its additional members. The Technical Committee shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Loan Document, or be formed comprised a trustee or a fiduciary for any Lender. Notwithstanding anything to the contrary contained herein the Technical Committee shall not be required to take any action which is contrary to this Agreement or any other Loan Documents or any Requirement of two (2) representatives Law or exposes the Technical Committee to any liability. All decisions and determinations to be made by the Technical Committee hereunder and under the other Loan Documents shall be made by consent of Silver Bull four of its five members. Borrower and two (2) representatives of South32. (2) Meetings each Lender hereby agrees that the protective provisions set forth in Sections 9.02 through 9.05 shall apply to and protect, mutatis mutandis, each member of the Technical Committee will be held: (a) during any part of a Year in which no Operations are being conductedand all determinations, quarterly in Vancouver (decisions, actions or at such other intervals inactions taken or places as Silver Bull and South32 may agree); and (b) during any part of a Year in which Operations are being conducted, monthly in Vancouver (or at such other intervals or places as Silver Bull and South32 may agree). (3) Meetings will be called on fourteen (14) days’ notice by either Silver Bull or South32. Either Silver Bull or South32 may on fourteen (14) days’ notice call an ad hoc meeting. (4) For each meeting an agenda must, at least seven (7) days prior to that meeting, be distributed to Silver Bull and South32 by the person calling that meeting. Silver Bull must cause minutes of each meeting omitted to be taken and distributed to South32 for comments within fourteen (14) days subsequent to that meeting and will be the subject of approval at the next meeting. A representative of Silver Bull or South32 may attend any meeting by conference telephone, so long as all attendees at that meeting can hear and be heard by all other attendees. (5) The Technical Committee will, among other things, review: (a) each Report and Budget; and (b) all Exploration Data learned or obtained in connection with the Operations. (6) The Technical Committee must endeavour to approve a Report and Budget within thirty (30) days of its receipt of that Report and Budget. (7) The Technical Committee may approve programs and budgets proposed by the Operator with or without amendment, addition, deletion or other alteration or modification as Technical Committee. In the event that any member of the Technical Committee considers fit at any time reduces its Commitment to less than $20,000,000, either the Borrower or reject the same and in Administrative Agent may request the case of rejection the Technical Committee may give such directions to the Operator regarding the preparation and submission of a further program and budget in respect of the Year concerned as the Technical Committee may determine. (8) Each Party acknowledges and agrees that the Technical Committee may approve the alteration or modification proposed by South32 of an Approved Program to expand the Operations to be undertaken as part of that Approved Program and to increase the Approved Budget that relates to that Approved Program and any such approval will not be unreasonably withheld. (9) In the absence of agreement by the remaining members of the Technical Committee in respect to have such Lender removed. In the event that any member of the Technical Committee at any program and budget proposed by time ceases to be a Lender hereunder, is removed pursuant to the Operator, the Operations immediately preceding sentence or any other matter before otherwise resigns from the Technical Committee, any direction or decision concerningthen the Administrative Agent in consultation with the Borrower, or final approval of, programs, budgets, Operations or any other matter before shall appoint a Lender as a successor member to the Technical Committee; provided (I) such Lender shall be a Lender with one of the ten largest Commitments at such time among the Lenders who are not then members of the Technical Committee during and (ii) Borrower does not disapprove of such Lender within five (5) Business Days of receipt of notice of such Lender's appointment to the term of this Agreement will be given or made (as the case may be) solely by South32Technical Committee.

Technical Committee. (a) The Board shall establish a Technical Committee which shall constitute the mechanism for the Wholesale Water Customers to exchange informally information and views with the Army concerning operation of the Washington Aqueduct, longrange and strategic planning, and relevant Federal and State legislation and rulemaking concerning the Washington Aqueduct. Each member of the Customer Board shall designate one or more persons to serve on the technical Committee, who may be the Board member and/or individuals from the Board member's staff. The Technical Committee shall attempt to reach consensus with the Army on matters which the Army submits to the Board pursuant to Article IV of this Agreement. (b) The position of Technical Committee Chairperson shall be held by a member of the Technical Committee for a one year term. The position shall be held by a member representing a different Wholesale Customer each year and shall rotate in the following order: the City of Falls. Church, the District of Columbia Water and Sewer Authority, and Arlington County. (1) Upon The Technical Committee shall meet at least quarterly. The Technical Committee Chairperson shall call a special meeting at the Effective Datewritten request of another Technical Committee Member or whenever the Technical Committee Chairperson considers necessary, provided that the Chairperson shall confer with the other Technical Committee members before setting a technical committee (“date and time for a special meeting and shall, to the maximum extent practicable, not schedule a special meeting at a date and time when a Technical Committee”) will be formed comprised of two (2) representatives of Silver Bull and two (2) representatives of South32Committee Member is not available. (2) Meetings The Chairperson shall, to the maximum extent practicable, provide each Technical Committee Member and the Army with written notice of a meeting not less than ten calendar days before the meeting date, together with a proposed agenda. At least two Technical Committee members representing different Wholesale Customers and one or more of the Technical Committee will members of the Washington Aqueduct staff referenced in Article Ill, section 2 of this Agreement must be held: (a) during any part of in attendance in order for a Year in which no Operations are being conducted, quarterly in Vancouver (or at such other intervals or places as Silver Bull and South32 may agree); and (b) during any part of a Year in which Operations are being conducted, monthly in Vancouver (or at such other intervals or places as Silver Bull and South32 may agree)meeting to take place. (3) Meetings will be called on fourteen (14) days’ notice by either Silver Bull or South32. Either Silver Bull or South32 may on fourteen (14) days’ notice call an ad hoc meeting. (4) For each meeting an agenda must, at least seven (7) days prior to that meeting, be distributed to Silver Bull and South32 by the person calling that meeting. Silver Bull must cause minutes of each meeting to be taken and distributed to South32 for comments within fourteen (14) days subsequent to that meeting and will be the subject of approval at the next meeting. A representative of Silver Bull or South32 may attend any meeting by conference telephone, so long as all attendees at that meeting can hear and be heard by all other attendees. (5) The Technical Committee willshall not have the independent authority to require the Army to take, among other things, review: (a) each Report and Budget; and (b) all Exploration Data learned or obtained in connection with the Operations. (6) The Technical Committee must endeavour to approve a Report and Budget within thirty (30) days of its receipt of that Report and Budget. (7) The Technical Committee may approve programs and budgets proposed by the Operator with or without amendment, addition, deletion or other alteration or modification as the Technical Committee considers fit or reject the same and in the case of rejection the Technical Committee may give such directions to the Operator regarding the preparation and submission of a further program and budget in respect of the Year concerned as the Technical Committee may determine. (8) Each Party acknowledges and agrees that the Technical Committee may approve the alteration or modification proposed by South32 of an Approved Program to expand the Operations to be undertaken as part of that Approved Program and to increase the Approved Budget that relates to that Approved Program and any such approval will not be unreasonably withheld. (9) In the absence of agreement by the members of the Technical Committee in respect of any program and budget proposed by the Operator, the Operations or any other matter before the Technical Committeerefrain from taking, any direction or decision concerning, or final approval of, programs, budgets, Operations or any other matter before the Technical Committee during the term of this Agreement will be given or made (as the case may be) solely by South32action.

Technical Committee. (a) The Board shall establish a Technical Committee which shall constitute the mechanism for the Wholesale Water Customers to exchange informally information and views with the Army concerning operation of the Washington Aqueduct, long-range and strategic planning, and relevant Federal and State legislation and rulemaking concerning the Washington Aqueduct. Each Board Member shall designate one or more persons to serve on the Technical Committee, who may be the Board Member and/or individuals from the Board Member’s staff. The Technical Committee shall attempt to reach consensus with the Army on matters which the Army submits to the Board pursuant to Article IV of this Agreement. (b) The position of Technical Committee Chairperson shall be held by a member of the Technical Committee for a one year term. The position shall be held by a Board Member representing a different Wholesale Water Customer each year and shall rotate in the following order: the Fairfax County Water Authority, the District of Columbia Water and Sewer Authority, and Arlington County. (1) Upon The Technical Committee shall meet at least quarterly. The Technical Committee Chairperson shall call a special meeting at the Effective Datewritten request of another Technical Committee member or whenever the Technical Committee Chairperson considers necessary, provided that the Chairperson shall confer with the other Technical Committee members before setting a technical committee (“date and time for a special meeting and shall, to the maximum extent practicable, not schedule a special meeting at a date and time when a Technical Committee”) will be formed comprised of two (2) representatives of Silver Bull and two (2) representatives of South32Committee member is not available. (2) Meetings The Technical Committee Chairperson shall, to the maximum extent practicable, provide each Technical Committee member and the Army with written notice of a meeting not less than ten calendar days before the meeting date, together with a proposed agenda. At least two Technical Committee members representing different Wholesale Water Customers and one or more of the Technical Committee will members of the Washington Aqueduct staff referenced in Article III, section 2 of this MOU must be held: (a) during any part of in attendance in order for a Year in which no Operations are being conducted, quarterly in Vancouver (or at such other intervals or places as Silver Bull and South32 may agree); and (b) during any part of a Year in which Operations are being conducted, monthly in Vancouver (or at such other intervals or places as Silver Bull and South32 may agree)meeting to take place. (3) Meetings will be called on fourteen (14) days’ notice by either Silver Bull or South32. Either Silver Bull or South32 may on fourteen (14) days’ notice call an ad hoc meeting. (4) For each meeting an agenda must, at least seven (7) days prior to that meeting, be distributed to Silver Bull and South32 by the person calling that meeting. Silver Bull must cause minutes of each meeting to be taken and distributed to South32 for comments within fourteen (14) days subsequent to that meeting and will be the subject of approval at the next meeting. A representative of Silver Bull or South32 may attend any meeting by conference telephone, so long as all attendees at that meeting can hear and be heard by all other attendees. (5) The Technical Committee willshall not have the independent authority to require the Army to take, among other things, review: (a) each Report and Budget; and (b) all Exploration Data learned or obtained in connection with the Operations. (6) The Technical Committee must endeavour to approve a Report and Budget within thirty (30) days of its receipt of that Report and Budget. (7) The Technical Committee may approve programs and budgets proposed by the Operator with or without amendment, addition, deletion or other alteration or modification as the Technical Committee considers fit or reject the same and in the case of rejection the Technical Committee may give such directions to the Operator regarding the preparation and submission of a further program and budget in respect of the Year concerned as the Technical Committee may determine. (8) Each Party acknowledges and agrees that the Technical Committee may approve the alteration or modification proposed by South32 of an Approved Program to expand the Operations to be undertaken as part of that Approved Program and to increase the Approved Budget that relates to that Approved Program and any such approval will not be unreasonably withheld. (9) In the absence of agreement by the members of the Technical Committee in respect of any program and budget proposed by the Operator, the Operations or any other matter before the Technical Committeerefrain from taking, any direction or decision concerning, or final approval of, programs, budgets, Operations or any other matter before the Technical Committee during the term of this Agreement will be given or made (as the case may be) solely by South32action.

Technical Committee. (1) Upon the Effective Date, a technical committee (“Technical Committee”) 4.1 The PROJECT will be formed comprised managed by CONTRACTOR, but the specific details of two (2) representatives the work undertaken shall be directed by the COMMITTEE. The COMMITTEE comprises of Silver Bull one member from each of the sponsoring PARTICIPANTS listed in Exhibit B and two (2) representatives any additional sponsors that subsequently join the PROJECT. Decisions of South32the COMMITTEE shall be binding upon PARTICIPANTS and CONTRACTOR and the quorum for the COMMITTEE meetings shall be attendees from six PARTICIPANTS. (2) Meetings 4.2 A PARTICIPANT represented on the COMMITTEE will have the right to one vote on that COMMITTEE. Such vote can be transferred or cast by proxy with prior written notification and before a COMMITTEE meeting. A PARTICIPANT may elect not to be represented on the COMMITTEE but in so doing that PARTICIPANT waives its right to a vote. 4.3 The Chairperson of the Technical Committee COMMITTEE will be held: (a) during any part elected by its members, by way of a Year in which no Operations are being conducted, quarterly in Vancouver (or at such other intervals or places as Silver Bull and South32 may agree); and (b) during any part of a Year in which Operations are being conducted, monthly in Vancouver (or at such other intervals or places as Silver Bull and South32 may agree)ballot. (3) Meetings 4.4 The Technical COMMITTEE will meet once a year, to review the work conducted in the previous year, to review CONTRACTORS proposals, PARTICIPANTS proposals and to agree the subsequent year’s work. 4.5 CONTRACTOR or a member of COMMITTEE may approach the Chairperson of the COMMITTEE and request that an extraordinary meeting be called on fourteen (14) days’ notice by either Silver Bull or South32convened. Either Silver Bull or South32 may on fourteen (14) days’ notice call an ad hoc The Chairperson of the COMMITTEE shall consider the request and if in AGREEMENT that a meeting would benefit the PROJECT convene such a meeting. (4) For each meeting an agenda must, at least seven (7) days prior to that 4.6 CONTRACTOR shall provide the venue for meetings of the COMMITTEE together with the appropriate project staff and any reasonable information required for the business of the meeting, including the necessary secretarial service to record the minutes of the meeting. All documents prepared for the COMMITTEE by CONTRACTOR shall be distributed to Silver Bull and South32 circulated in a timely manner. 4.7 Any decisions made by the person calling that meetingCOMMITTEE shall wherever possible be made by unanimous consent. Silver Bull must cause minutes of each meeting Should it be necessary for any decision to be taken and distributed to South32 for comments within fourteen (14) days subsequent to that meeting and made by the casting of votes then the support of a majority of the members will be required. In the subject of approval at event that there is no majority the next meeting. A representative of Silver Bull or South32 may attend any meeting by conference telephone, so long as all attendees at that meeting can hear and be heard by all other attendeeschairperson shall have the casting vote. (5) 4.8 The Technical Committee will, among other things, review: (a) each Report and Budget; and (b) all Exploration Data learned or obtained in connection COMMITTEE will review the progress of the PROJECT together with the Operationscosts incurred to date and comment on any technical reports that are issued. The COMMITTEE will also have responsibility for approving any amendments to the PROJECT consistent with the objectives of the PROJECT, subject to the agreement of CONTRACTOR to undertake any resulting additional work. If CONTRACTOR was to decline to perform any additional work an alternative agent would be approached by CONTRACTOR on the instruction of the COMMITTEE and the work may be subcontracted per the conditions of clause 15 of this AGREEMENT. (6) 4.9 The Technical Committee must endeavour COMMITTEE shall have the right to recommend variations in the financial commitment of the PARTICIPANTS. Notwithstanding any other provisions of this AGREEMENT the implementation of such variations shall require the unanimous agreement in writing of all the PARTICIPANTS and CONTRACTOR before becoming effective. 4.10 The right to approve a Report and Budget within thirty (30) days proposals by PARTICIPANTS to submit materials and/or technical data in lieu of its receipt their financial contribution shall be vested in CONTRACTOR. Neither CONTRACTOR nor the COMMITTEE shall approve such arrangements if to do so would increase the financial contribution of that Report and Budgetthe other PARTICIPANTS unless those PARTICIPANT have consented to such increase in writing beforehand. CONTRACTOR shall circulate to all PARTICIPANTS information regarding all contributions by prospective PARTICIPANTS proposed in lieu of financial contributions in sufficient detail to allow all PARTICIPANTS to assess the value of such contributions. (7) The Technical Committee may approve programs and budgets proposed by the Operator with or without amendment, addition, deletion or other alteration or modification as the Technical Committee considers fit or reject the same and in the case of rejection the Technical Committee may give such directions to the Operator regarding the preparation and submission of a further program and budget in respect of the Year concerned as the Technical Committee may determine. (8) 4.12 Each Party acknowledges and agrees that the Technical Committee may approve the alteration or modification proposed by South32 of an Approved Program to expand the Operations to be undertaken as part of that Approved Program and to increase the Approved Budget that relates to that Approved Program and any such approval will not be unreasonably withheld. (9) In the absence of agreement by the members of the Technical Committee in respect of any program and budget proposed by the Operator, the Operations or any other matter before the Technical Committee, any direction or decision concerning, or final approval of, programs, budgets, Operations or any other matter before the Technical Committee during the term of this Agreement PARTICIPANT will be given or made (as responsible for all its costs incurred regarding attendance at meetings associated with the case may be) solely by South32PROJECT.

Technical Committee. (1) Upon the Effective DateEach Bank hereby appoints and authorizes each of Credit Suisse First Boston, a ABN AMRO Bank N.V., Citicorp USA, Inc., Deutsche Bank AG, Bayerische Hypo- und Vereinsbank AG, The Royal Bank of Scotland plc and The Bank of Tokyo-Mitsubishi, Ltd. to act as its technical committee hereunder and under the other Credit Documents (“the "Technical Committee”") will with such powers as are expressly delegated to the Technical Committee by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Technical Committee shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Document, or be formed comprised a trustee or a fiduciary for any Bank. Notwithstanding anything to the contrary contained herein the Technical Committee shall not be required to take any action which is contrary to this Agreement or any other Credit Documents or any Legal Requirement or exposes the Technical Committee to any liability. All decisions and determinations to be made by the Technical Committee hereunder and under the other Credit Documents shall be made by the affirmative vote of two six of its members (2) representatives of Silver Bull and two (2) representatives of South32. (2) Meetings provided that if any single member of the Technical Committee will be held: (a) during shall fail to approve or disapprove any part of a Year in which no Operations are being conducted, quarterly in Vancouver (or at such other intervals or places as Silver Bull and South32 may agree); and (b) during any part of a Year in which Operations are being conducted, monthly in Vancouver (or at such other intervals or places as Silver Bull and South32 may agree). (3) Meetings will be called on fourteen (14) days’ notice by either Silver Bull or South32. Either Silver Bull or South32 may on fourteen (14) days’ notice call an ad hoc meeting. (4) For each meeting an agenda must, matter before it within 20 Banking Days from the date that at least seven (7) days prior to that meeting, be distributed to Silver Bull and South32 by the person calling that meeting. Silver Bull must cause minutes of each meeting to be taken and distributed to South32 for comments within fourteen (14) days subsequent to that meeting and will be the subject of approval at the next meeting. A representative of Silver Bull or South32 may attend any meeting by conference telephone, so long as all attendees at that meeting can hear and be heard by all five other attendees. (5) The Technical Committee will, among other things, review: (a) each Report and Budget; and (b) all Exploration Data learned or obtained in connection with the Operations. (6) The Technical Committee must endeavour to approve a Report and Budget within thirty (30) days of its receipt of that Report and Budget. (7) The Technical Committee may approve programs and budgets proposed by the Operator with or without amendment, addition, deletion or other alteration or modification as the Technical Committee considers fit or reject the same and in the case of rejection the Technical Committee may give such directions to the Operator regarding the preparation and submission of a further program and budget in respect of the Year concerned as the Technical Committee may determine. (8) Each Party acknowledges and agrees that the Technical Committee may approve the alteration or modification proposed by South32 of an Approved Program to expand the Operations to be undertaken as part of that Approved Program and to increase the Approved Budget that relates to that Approved Program and any such approval will not be unreasonably withheld. (9) In the absence of agreement by the members of the Technical Committee shall have approved such matter, then such matter shall be deemed to be approved by such member). Borrower and each Bank hereby agrees that the protective provisions set forth in respect Section 5.10 and Sections 9.1 through 9.5 shall apply to and protect, mutatis mutandis, each member of any program the Technical Committee and budget proposed all determinations, decisions, actions or inactions taken or omitted to be taken by the OperatorTechnical Committee. In the event that any member of the Technical Committee at any time reduces its Commitment to less than $50,000,000, ceases to be a Bank hereunder, is removed from the Operations Technical Committee by the Majority Banks or any other matter before otherwise resigns from the Technical Committee, Borrower shall nominate (and submit such nominations in writing to the remaining members of the Technical Committee) three Banks as a potential replacement member within five Banking Days after the occurrence of any direction or decision concerning, or final approval of, programs, budgets, Operations or any other matter before such event (provided that each such nominee shall be a Bank with one of the six largest Commitments at such time among Banks who are not then members of the Technical Committee) and the remaining members of the Technical Committee during shall appoint one of such three nominated Banks as a replacement member to the term of this Agreement will be given or made Technical Committee (thereafter, such replacement member shall have the same rights and obligations as the case may be) solely by South32other members of the Technical Committee).