"Purchaser" or "Athena" means Athena Gold Corporation (formerly Athena Silver Corporation), a corporation organized under the laws of the State of Delaware and which is a reporting issuer in British Columbia;

Provided no Event of Default shall then exist, a Transfer of any direct or indirect interest in ​ (other than a Transfer of an SPE Party’s interest in ​, if applicable) related to or in connection with the estate planning of such transferor to # an immediate family member (i.e., a sibling, parent, spouse, child (or step-child), grandchild or other lineal descendant of the related Person) of such interest holder (or to partnerships or limited liability companies Controlled solely by one or more of such family members) or # a trust established for the benefit of such immediate family member, provided that:

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, (other than delinquent Accounts immaterial to Co-Borrower’s business sold for collection in the ordinary course of business that are not included in the Borrowing Base or any Borrowing Base Report), or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Co-Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Co-Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Transfer and Encumbrance. The L-C shall also provide that Landlord may, at any time and without notice to Tenant and without first obtaining Tenant's consent thereto, transfer (one or more times) all or any portion of its interest in and to the L-C to another party, person or entity, regardless of whether or not such transfer is from or as a part of the assignment by Landlord of its rights and interests in and to this Lease. In the event of a transfer of Landlord's interest in under this Lease, Landlord shall transfer the L-C, in whole or in part, to the transferee and thereupon Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of the whole of said L- C to a new landlord. In connection with any such transfer of the L-C by Landlord, Tenant shall, at Tenant's sole cost and expense, execute and submit to the Bank such applications, documents and instruments as may be necessary to effectuate such transfer and, Tenant shall be responsible for paying the Bank's transfer and processing fees in connection therewith; provided that, Landlord shall have the right (in its sole discretion), but not the obligation, to pay such fees on behalf of Tenant, in which case Tenant shall reimburse Landlord within ten (10) days after Tenant's receipt of an invoice from Landlord therefor.

result in the creation of any Encumbrance (other than any Permitted Encumbrance or any Encumbrance created by or through the Purchaser) upon any of the Purchased Assets;

“Permitted Encumbrances” means, with respect to each Real Property, those Liens and other encumbrances permitted by paragraphs [(b), (d), (e), (h), (k), (m) and (o) of Section 7.01]1]1]1]1], provided, however, that in the case of those Liens and other encumbrances permitted by [clause (o) of Section 7.01] and as described in this definition, in the event any Loan Party shall constitute the lessor under any such lease or sublease, no Lien or encumbrance created or permitted to be incurred thereby shall be permitted hereunder except to the extent such Lien or encumbrance would otherwise constitute a Permitted Encumbrance.

Investments (other than Permitted Intercompany Advances) by # Parent or any of its Restricted Subsidiaries in any Loan Party (other than Parent), and # by and among Restricted Subsidiaries that are not Loan Parties,

Investments resulting from entering into # Bank Product Agreements, or # agreements relative to Indebtedness that is permitted under clause (i) of the definition of Permitted Indebtedness,

Permitted Disclosures. The Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances:

Permitted Use. Tenant shall use the Premises solely for the Permitted Use set forth in Section 7 of the Summary and Tenant shall not use or permit the Premises or the Project to be used for any other purpose or purposes whatsoever without the prior written consent of Landlord, which may be withheld in Landlord's sole discretion.