Common use of Consolidation, Merger, Sale of Assets, etc Clause in Contracts

Consolidation, Merger, Sale of Assets, etc. The Borrower will not, nor will it permit any of its Subsidiaries to, wind up, liquidate or dissolve its affairs or agree to any merger or consolidation, or convey, sell, lease or otherwise dispose of all or any part of its operating properties, including any disposition as part of any sale-leaseback transactions except that this Section shall not prevent: (a) the sale and lease of inventory in the ordinary course of business; (b) the sale, transfer or other disposition of any tangible personal property that, in the reasonable judgment of the Borrower or its Subsidiaries, has become uneconomic, obsolete or worn out; (c) the sale, transfer, lease, or other disposition of Property of the Borrower and its Wholly-owned Subsidiaries to one another; (d) the merger of any Wholly-owned Subsidiary with and into the Borrower or any other Wholly-owned Subsidiary, provided that, (i) in the case of any merger involving the Borrower, the Borrower is the legal entity surviving the merger and (ii) in the case of any merger involving a Domestic Subsidiary and a Foreign Subsidiary, the Domestic Subsidiary is the legal entity surviving the merger; (e) the sale, transfer, lease, or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Subsidiaries not more than U.S. $10,000,000 during any fiscal year of the Borrower; (f) the sale of Polymet Mining Corp. common stock by the Borrower; (g) the sale of all of the stock of or all or substantially all of the assets of (i) Cliffs Synfuel Corp. and (ii) Lasco Development Corporation; (h) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, would not reasonably be expected to result in a Material Adverse Effect; (i) licenses or leases of real or personal property in the ordinary course of business so long as such licenses or leases do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries; (j) licenses, sublicenses or similar transactions of intellectual property in the ordinary course of business so long as such licenses or sublicenses or similar transactions do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries; (k) the sale or other disposition of those Investments permitted by clauses (f), (l) and (p) of the definition of Restricted Investments; and (l) any merger or consolidation of the Borrower or any Subsidiary in connection with a Permitted Acquisition, provided that (i) subject to the following clause (ii), in the case of any merger involving any Wholly-owned Subsidiary, the Wholly-owned Subsidiary is the legal entity surviving the merger, (ii) in the case of any merger involving the Borrower, the Borrower is the legal entity surviving the merger, and (iii) in the case of any merger involving a Foreign Subsidiary and a Domestic Subsidiary, the Domestic Subsidiary is the legal entity surviving the merger.

Consolidation, Merger, Sale of Assets, etc. The Borrower will not, nor and will it not permit any of its Restricted Subsidiaries to, wind up, liquidate or dissolve its affairs or agree to any merger merge or consolidationconsolidate, or convey, sell, lease or otherwise dispose of all or any part of its operating propertiesProperty, including any disposition as part of any sale-leaseback transactions except that this Section 6.16 shall not prevent: (a) the sale and lease of inventory in the ordinary course of business; (b) the sale, transfer or other disposition of any tangible personal property Property (including, but not limited to, the abandonment or allowing to lapse of intellectual property) that, in the reasonable judgment of the Borrower or its Restricted Subsidiaries, has become uneconomic, obsolete or worn outout or is no longer useful in its business; (c) the sale, transfer, lease, or other disposition of Property of the Borrower and its Wholly-owned Restricted Subsidiaries to one another; provided that the fair market value of any Property in respect of any such sale, transfer, lease, or other disposition made by any Loan Party to any Restricted Subsidiary which is not a Loan Party plus the fair market value of any Loan Party that is merged with and into any Restricted Subsidiary that is not a Loan Party pursuant to a merger permitted by Section 6.16(d) hereof shall not exceed $150 million in the aggregate during the term of this Agreement; (d) the merger merger, consolidation or amalgamation of any Wholly-owned Restricted Subsidiary with and into the Borrower or any other Wholly-owned Restricted Subsidiary, ; provided that, (i) in the case of any merger or consolidation involving the Borrower, (i) the Borrower is the legal entity surviving the merger or consolidation and (ii) such surviving entity is organized under the Applicable Laws of the United States, any state thereof, or the District of Columbia; and provided further that the fair market value of any Loan Party that is merged, consolidated or amalgamated with and into any Restricted Subsidiary which is not a Loan Party plus the fair market value of any Property in respect of any sale, transfer, lease, or other disposition by a Loan Party to a Restricted Subsidiary which is not a Loan Party permitted by Section 6.16(c) hereof shall not exceed $150 million in the aggregate during the term of this Agreement; (e) the disposition or sale of Cash Equivalents; (f) any Restricted Subsidiary may dissolve if the Borrower determines in good faith that such dissolution is in the best interests of the Borrower, such dissolution is not disadvantageous to the Lenders and the Borrower or any Restricted Subsidiary receives any assets of such dissolved Subsidiary, subject in the case of any merger involving a Domestic Subsidiary dissolution of a Loan Party that results in a distribution of assets to a non-Loan Party to the limitations set forth in the provisos in each of clauses (c) and a Foreign Subsidiary, the Domestic Subsidiary is the legal entity surviving the merger(d) above; (eg) the sale, transfer, lease, or other disposition of Property of the Borrower or any Restricted Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Restricted Subsidiaries not more than U.S. $10,000,000 50 million during any fiscal year of the Borrower; (fh) the sale of Polymet Mining Corp. common stock by the Borrower; lease, sublease, license (gor cross-license) the sale of all of the stock of or all sublicense (or substantially all of the assets of (icross-sublicense) Cliffs Synfuel Corp. and (ii) Lasco Development Corporation; (h) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, would not reasonably be expected to result in a Material Adverse Effect; (i) licenses or leases of real or personal property in the ordinary course of business so long as such licenses or leases do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiariesbusiness; (ji) licenses, sublicenses or similar transactions the disposition of intellectual property rights (to the extent constituting discontinuing the use or maintenance of, failing to pursue, or otherwise abandon, allowing to lapse, terminating or putting into the public domain, any intellectual property), in each case, in the ordinary course of business so long as such licenses or sublicenses or similar transactions do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of if the Borrower and or any Restricted Subsidiary determines in its Subsidiariesreasonable business judgment that such disposed of intellectual property is no longer economical or of strategic benefit; (j) the sale, transfer or other disposal of property (including like-kind exchanges) to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property; (k) the sale sale, transfer or other disposition disposal of those Investments permitted by clauses (f)investments in joint ventures to the extent required by, (l) and (p) of or made pursuant to customary buy/sell arrangements between, the definition of Restricted Investments; andjoint venture parties set forth in joint venture arrangements or similar binding arrangements; (l) any merger transaction permitted by Section 6.17; (m) the Transactions (to the extent prohibited by this Section 6.16) and the sale of Property of Loan Parties to non-Loan Party Subsidiaries as part of the Intercompany Transactions; (n) the unwinding of any Hedge Agreement; (o) the disposition of any asset between or consolidation among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim disposition in connection with a disposition otherwise permitted pursuant to clauses (a) through (t) (other than this clause (o) and clause (r)) of this Section 6.16; (p) the sale, transfer or other disposition of Property of the Borrower or any Restricted Subsidiary for fair market value so long as (i) with respect to dispositions in an aggregate amount in excess of the greater of $50 million and 0.25% of Consolidated Total Assets (measured as of the date of such sale, transfer or other disposition and based upon the financial statements most recently delivered on or prior to such date pursuant to Section 6.1, but giving effect to any Specified Transaction occurring thereafter and on or prior to the date of determination), at least 75.00% of the consideration for such disposition shall consist of cash or Cash Equivalents (provided that, for purposes of the 75.00% cash consideration requirement, (w) the amount of any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary (as shown on such person’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with a Permitted Acquisitionsuch disposition, provided (y) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (i) subject to the extent of the cash or Cash Equivalents received) following the closing of the applicable disposition and (z) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (ii)z) that is at that time outstanding, not in excess of the greater of $75 million and 0.25% of Consolidated Total Assets, in the case of any merger involving any Wholly-owned Subsidiaryeach case, the Wholly-owned Subsidiary is the legal entity surviving the mergershall be deemed to be cash), (ii) the Net Cash Proceeds of such disposition are applied in the case of any merger involving the Borrower, the Borrower is the legal entity surviving the merger, accordance with Section 2.8(c)(ii) and (iii) in no Event of Default has occurred and is continuing or would result therefrom (determined at the case time of the agreement); (q) the sale, transfer or other disposition of any merger involving assets acquired in connection with any acquisition permitted under this Agreement (including any Permitted Acquisition) so long as (i) such disposition is made or contractually committed to be made within three hundred and sixty-five (365) days of the date such assets were acquired by the Borrower or such Subsidiary or such later date as the Borrower and the Administrative Agent may agree, (ii) the Borrower and its Restricted Subsidiaries are in compliance, on a Foreign Subsidiary Pro Forma Basis, with Section 6.22(a) and (iii) with respect to dispositions in an aggregate amount in excess of the greater of $50 million and 0.25% of Consolidated Total Assets (measured as of the date of such sale, transfer or other disposition and based upon the financial statements most recently delivered on or prior to such date pursuant to Section 6.1, but giving effect to any Specified Transaction occurring thereafter and on or prior to the date of determination), at least 75.00% of the consideration for such disposition shall consist of cash or Cash Equivalents (subject to the exceptions listed in clauses (w) through (z) of Section 6.16(p) above); (r) the sale, transfer or other disposition (i) of any assets required by any antitrust authority or other regulatory authority in connection with the ▇▇▇▇▇▇▇▇ Acquisition or (ii) that are part of any intercompany restructuring in connection with requirements imposed by the Ministry of Commerce of the People’s Republic of China within 24 months of the Escrow Release Date (the “MOFCOM Restructuring”); (s) dispositions of property pursuant to one or more sale-leaseback transactions in an amount not to exceed $200 million and dispositions of precious metals and/or commodities in connection with Indebtedness permitted under Section 6.14(d)(ii); and (t) transfers of condemned property as a Domestic Subsidiaryresult of the exercise of “eminent domain” or other similar powers to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of property that have been subject to a casualty to the Domestic Subsidiary respective insurer of such real property as part of an insurance settlement. To the extent any Collateral is disposed of as expressly permitted by this Section 6.16 to any Person other than a Loan Party, such Collateral shall automatically be sold free and clear of the legal entity surviving Liens created by the mergerLoan Documents, and the Administrative Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Consolidation, Merger, Sale of Assets, etc. The Borrower will not, nor and will it not permit any of its Restricted Subsidiaries to, wind up, liquidate or dissolve its affairs or agree to any merger merge or consolidationconsolidate, or convey, sell, lease or otherwise dispose of all or any part of its operating propertiesProperty, including any disposition as part of any sale-leaseback transactions except that this Section 6.16 shall not prevent: (a) the sale and lease of inventory in the ordinary course of business; (b) the sale, transfer or other disposition of any tangible personal property Property (including, but not limited to, the abandonment or allowing to lapse of intellectual property) that, in the reasonable judgment of the Borrower or its Restricted Subsidiaries, has become uneconomic, obsolete or worn outout or is no longer useful in its business; (c) the sale, transfer, lease, or other disposition of Property of the Borrower and its Wholly-owned Restricted Subsidiaries to one another; provided that during any Secured Covenants Period, the fair market value of any Property in respect of any such sale, transfer, lease, or other disposition made by any Loan Party to any Restricted Subsidiary which is not a Loan Party plus the fair market value of any Loan Party that is merged with and into any Restricted Subsidiary that is not a Loan Party pursuant to a merger permitted by Section 6.16(d) hereof shall not exceed $150 million in the aggregate during the term of this Agreement; (d) the merger merger, consolidation or amalgamation of any Wholly-owned Restricted Subsidiary with and into the Borrower or any other Wholly-owned Restricted Subsidiary, ; provided that, (i) in the case of any merger or consolidation involving the Borrower, (i) the Borrower is the legal entity surviving the merger or consolidation and (ii) such surviving entity is organized under the Applicable Laws of the United States, any state thereof, or the District of Columbia; and provided further that during any Secured Covenants Period, the fair market value of any Loan Party that is merged, consolidated or amalgamated with and into any Restricted Subsidiary which is not a Loan Party plus the fair market value of any Property in respect of any sale, transfer, lease, or other disposition by a Loan Party to a Restricted Subsidiary which is not a Loan Party permitted by Section 6.16(c) hereof shall not exceed $150 million in the aggregate during the term of this Agreement; (e) the disposition or sale of Cash Equivalents; (f) any Restricted Subsidiary may dissolve if the Borrower determines in good faith that such dissolution is in the best interests of the Borrower, such dissolution is not disadvantageous to the Lenders and the Borrower or any Restricted Subsidiary receives any assets of such dissolved Subsidiary, subject in the case of a dissolution of a Loan Party during any merger involving Secured Covenants Period that results in a Domestic Subsidiary distribution of assets to a non-Loan Party to the limitations set forth in the provisos in each of clauses (c) and a Foreign Subsidiary, the Domestic Subsidiary is the legal entity surviving the merger(d) above; (eg) the sale, transfer, lease, or other disposition of Property of the Borrower or any Restricted Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Restricted Subsidiaries not more than U.S. $10,000,000 200 million during any fiscal year of the Borrower; (fh) the sale of Polymet Mining Corp. common stock by the Borrower; lease, sublease, license (gor cross-license) the sale of all of the stock of or all sublicense (or substantially all of the assets of (icross-sublicense) Cliffs Synfuel Corp. and (ii) Lasco Development Corporation; (h) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, would not reasonably be expected to result in a Material Adverse Effect; (i) licenses or leases of real or personal property in the ordinary course of business so long as such licenses or leases do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiariesbusiness; (ji) licenses, sublicenses or similar transactions the disposition of intellectual property rights (to the extent constituting discontinuing the use or maintenance of, failing to pursue, or otherwise abandon, allowing to lapse, terminating or putting into the public domain, any intellectual property), in each case, in the ordinary course of business so long as such licenses or sublicenses or similar transactions do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of if the Borrower and or any Restricted Subsidiary determines in its Subsidiariesreasonable business judgment that such disposed of intellectual property is no longer economical or of strategic benefit; (j) the sale, transfer or other disposal of property (including like-kind exchanges) to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property; (k) the sale sale, transfer or other disposition disposal of those Investments permitted by clauses (f)investments in joint ventures to the extent required by, (l) and (p) of or made pursuant to customary buy/sell arrangements between, the definition of Restricted Investments; andjoint venture parties set forth in joint venture arrangements or similar binding arrangements; (l) any merger transaction permitted by Section 6.17; (m) the Transactions (to the extent prohibited by this Section 6.16) and the sale of Property of Loan Parties to non-Loan Party Subsidiaries as part of the Intercompany Transactions; (n) the unwinding of any Hedge Agreement; (o) the disposition of any asset between or consolidation among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim disposition in connection with a disposition otherwise permitted pursuant to clauses (a) through (t) (other than this clause (o) and clause (r)) of this Section 6.16; (p) the sale, transfer or other disposition of Property of the Borrower or any Restricted Subsidiary for fair market value so long as (i) with respect to dispositions in an aggregate amount in excess of the greater of $75 million and 0.25% of Consolidated Total Assets (measured as of the date of such sale, transfer or other disposition and based upon the financial statements most recently delivered on or prior to such date pursuant to Section 6.1, but giving effect to any Specified Transaction occurring thereafter and on or prior to the date of determination), at least 75.00% of the consideration for such disposition shall consist of cash or Cash Equivalents (provided that, for purposes of the 75.00% cash consideration requirement, (w) the amount of any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary (as shown on such person’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with a Permitted Acquisitionsuch disposition, provided (y) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (i) subject to the extent of the cash or Cash Equivalents received) following the closing of the applicable disposition and (z) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (ii)z) that is at that time outstanding, not in excess of the greater of $400 million and 2.25% of Consolidated Total Assets, in the case of any merger involving any Wholly-owned Subsidiaryeach case, the Wholly-owned Subsidiary is the legal entity surviving the mergershall be deemed to be cash), (ii) the Net Cash Proceeds of such disposition are applied in the case of any merger involving the Borrower, the Borrower is the legal entity surviving the merger, accordance with Section 2.8(c)(ii) and (iii) in no Event of Default has occurred and is continuing or would result therefrom (determined at the case time of the agreement); (q) the sale, transfer or other disposition of any merger involving assets acquired in connection with any acquisition permitted under this Agreement (including any Permitted Acquisition) so long as (i) such disposition is made or contractually committed to be made within three hundred and sixty-five (365) days of the date such assets were acquired by the Borrower or such Subsidiary or such later date as the Borrower and the Administrative Agent may agree, (ii) the Borrower and its Restricted Subsidiaries are in compliance, on a Foreign Subsidiary Pro Forma Basis, with Section 6.22(a) and (iii) with respect to dispositions in an aggregate amount in excess of the greater of $75 million and 0.25% of Consolidated Total Assets (measured as of the date of such sale, transfer or other disposition and based upon the financial statements most recently delivered on or prior to such date pursuant to Section 6.1, but giving effect to any Specified Transaction occurring thereafter and on or prior to the date of determination), at least 75.00% of the consideration for such disposition shall consist of cash or Cash Equivalents (subject to the exceptions listed in clauses (w) through (z) of Section 6.16(p) above); (r) the sale, transfer or other disposition (i) of any assets required by any antitrust authority or other regulatory authority in connection with the ▇▇▇▇▇▇▇▇ Acquisition or (ii) that are part of any intercompany restructuring in connection with requirements imposed by the Ministry of Commerce of the People’s Republic of China within 24 months of the Escrow Release Date (the “MOFCOM Restructuring”); (s) dispositions of property pursuant to one or more sale-leaseback transactions in an amount not to exceed $1,000 million and dispositions of precious metals and/or commodities in connection with Indebtedness permitted under Section 6.14(I)(d)(ii) or Section 6.14(II)(d)(ii), as applicable; (t) transfers of condemned property as a Domestic Subsidiaryresult of the exercise of “eminent domain” or other similar powers to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of property that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement; and (u) when an Unsecured Covenants Period is in effect, the Domestic conveyance, sale, lease, transfer or other disposition of Property by the Borrower and the Restricted Subsidiaries so long as (i) the Borrower or such Restricted Subsidiary does not sell, transfer or dispose of all or substantially all of the properties and assets of the Borrower and the Restricted Subsidiaries, taken as a whole and (ii) no Event of Default then exists or would result therefrom. To the extent any Collateral is disposed of as expressly permitted by this Section 6.16 to any Person other than a Loan Party, such Collateral shall automatically be sold free and clear of the legal entity surviving Liens created by the mergerLoan Documents, and the Administrative Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Consolidation, Merger, Sale of Assets, etc. The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, wind up, liquidate or dissolve its affairs or agree to any merger merger, amalgamation or consolidation, or convey, sell, lease or otherwise dispose of all or any part of its operating properties, including any disposition as part of any sale-leaseback transactions except that this Section shall not prevent: (a) the sale and lease of inventory in the ordinary course of business; (b) the sale, transfer or other disposition of any tangible personal property that, in the reasonable judgment of the Borrower or its Restricted Subsidiaries, has become uneconomic, obsolete or worn out; (c) the sale, transfer, lease, or other disposition of Property of the Borrower and its Wholly-owned Owned Subsidiaries which are Restricted Subsidiaries to one another; (d) the merger of any Wholly-owned Owned Subsidiary with and into the Borrower or any other Wholly-owned Owned Subsidiary, provided that, (i) in the case of any merger involving the Borrower, the Borrower is the legal entity surviving the merger and (ii) in the case of any merger involving a Domestic Subsidiary which is a Restricted Subsidiary and a Foreign Subsidiary which is a Restricted Subsidiary, the such Domestic Subsidiary is the legal entity surviving the merger (provided, that in the case of a merger, amalgamation or consolidation between 7261489 Canada Inc. or Wabush Resources Inc. and Wabush Iron Co. Limited, either 7261489 Canada Inc. or Wabush Resources Inc. may be the surviving entity); (e) the sale, transfer, lease, or other disposition of Property of the Borrower or any Restricted Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Restricted Subsidiaries not more than U.S. $10,000,000 during any fiscal year of the Borrower; (f) the sale of the common stock of Polymet Mining Corp. by the Borrower or the sale of the assets or the common stock by the Borrowerof either Cliffs Erie or Golden West Resources Ltd.; (g) the sale of all of the stock of or all or substantially all of the assets of (i) Cliffs Synfuel Corp. and (ii) Lasco Development CorporationCorp.; (h) any Restricted Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, would not reasonably be expected to result in a Material Adverse Effect; (i) licenses or leases of real or personal property in the ordinary course of business so long as such licenses or leases do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower and its Restricted Subsidiaries; (j) licenses, sublicenses or similar transactions of intellectual property in the ordinary course of business so long as such licenses or sublicenses or similar transactions do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower and its Restricted Subsidiaries; (k) the sale or other disposition of those Investments permitted by clauses (f), (l) and (p) of the definition of Restricted Investments; and; (l) any merger or consolidation of the Borrower or any Restricted Subsidiary in connection with a Permitted Acquisition, provided that (i) subject to the following clause (ii), in the case of any merger involving any Wholly-owned Owned Subsidiary which is a Restricted Subsidiary, the such Wholly-owned Owned Subsidiary is the legal entity surviving the merger, (ii) in the case of any merger involving the Borrower, the Borrower is the legal entity surviving the merger, and (iii) in the case of any merger involving a Foreign Subsidiary which is a Restricted Subsidiary and a Domestic Subsidiary which is a Restricted Subsidiary, the such Domestic Subsidiary is the legal entity surviving the merger; (m) the sale, transfer, lease, or other disposition of Property of the Borrower or any Restricted Subsidiary, in any single transaction or series of related transactions, which are not sales, transfers, leases, or disposition of all or substantially all of the assets of the Borrower and its Restricted Subsidiaries, taken as a whole; provided that the Borrower shall be in pro forma compliance with Section 6.18 hereof and in the case of any sale, lease, transfer or other disposition in excess of $100,000,000 shall deliver to the Administrative Agent at least 5 Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to any such transaction a certificate confirming such pro forma compliance with Section 6.18; and (n) the plan of arrangement pursuant to the Arrangement Agreement.

Consolidation, Merger, Sale of Assets, etc. The Borrower will not, nor and will it not permit any of its Subsidiaries to, wind up, liquidate or dissolve its affairs or agree to any merger merge or consolidationconsolidate, or convey, sell, lease or otherwise dispose of all or any part of its operating propertiesproperty, including any disposition as part of any sale-leaseback transactions except that this Section shall not prevent: (a) the sale and lease of inventory in the ordinary course of business; (b) the sale, transfer or other disposition of any tangible personal property that, in the reasonable judgment of the Borrower or its Subsidiaries, has become uneconomic, obsolete or worn out; (c) the sale, transfer, lease, or other disposition of Property of the Borrower and its Wholly-owned Subsidiaries to one another; (d) the merger of any Wholly-owned Subsidiary with and into the Borrower or any other Wholly-owned Subsidiary, provided that, (i) in the case of any merger involving the Borrower, the Borrower is the legal entity surviving the merger and (ii) in the case of any merger involving a Domestic Subsidiary and a Foreign Subsidiary, the Domestic Subsidiary is the legal entity surviving the merger; (e) the dissolution or liquidation of any Subsidiary so long as the assets of such Subsidiary (if any) are transferred to the Borrower or another Subsidiary; (f) the disposition or sale of Cash Equivalents on consideration for cash; (g) so long as no Event of Default has then occurred and is continuing, sale-leaseback transactions which constitute dispositions of Specified Properties (each, a “Permitted Sale-Leaseback”); (h) dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property; (i) dispositions permitted under Section 6.14; (j) leases, subleases, license or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Subsidiaries; and (k) the sale, transfer, lease, or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Subsidiaries not more than U.S. $10,000,000 500,000 during any fiscal year of the Borrower; (f) . Upon the sale written request of Polymet Mining Corp. common stock by the Borrower; (g) , the sale of all of the stock of or all or substantially all of the assets of Administrative Agent shall (i) Cliffs Synfuel Corp. release its Lien on any Property sold pursuant to the foregoing provisions and (ii) Lasco Development Corporation; (h) release any Subsidiary may dissolve, liquidate or wind up from its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, would not reasonably be expected to result in a Material Adverse Effect; (i) licenses or leases of real or personal property in the ordinary course of business so long as such licenses or leases do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries; (j) licenses, sublicenses or similar transactions of intellectual property in the ordinary course of business so long as such licenses or sublicenses or similar transactions do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries; (k) the sale or other disposition of those Investments permitted by clauses (f), (l) and (p) of the definition of Restricted Investments; and (l) any merger or consolidation of the Borrower or any Subsidiary in connection with a Permitted Acquisition, provided that (i) subject guaranty to the following clause (ii), in extent such Subsidiary dissolved or liquidated pursuant to the case of any merger involving any Wholly-owned Subsidiary, the Wholly-owned Subsidiary is the legal entity surviving the merger, (ii) in the case of any merger involving the Borrower, the Borrower is the legal entity surviving the merger, and (iii) in the case of any merger involving a Foreign Subsidiary and a Domestic Subsidiary, the Domestic Subsidiary is the legal entity surviving the mergerforegoing provisions.

Consolidation, Merger, Sale of Assets, etc. The Borrower Borrowers will not, nor and will it not permit any of its their Restricted Subsidiaries to, wind up, voluntarily liquidate or dissolve its affairs or agree to any merger or consolidationdissolve, or conveyconsolidate or merge with or into any other Person, or permit any other Person to consolidate with or merge with or into it, or participate in a share exchange with or sell, lease lease, transfer, contribute or otherwise dispose of all or any part of its operating propertiesassets to any other Person, including except that, subject in any disposition as part event to compliance with the last paragraph of any sale-leaseback transactions except that this Section shall not prevent8.07: (a) the sale and lease a Borrower and/or any Restricted Subsidiary may sell or otherwise dispose of inventory its assets (i) in the ordinary course of business;its business as such business is permitted to be conducted in compliance with Section 8.09, (ii) in a Permitted Receivables Financing and (iii) in a Tax Reduction Transaction; or (bi) the sale, transfer any Restricted Subsidiary may (A) consolidate with or other disposition of any tangible personal property that, in the reasonable judgment of the merge into a Borrower or its Subsidiaries, has become uneconomic, obsolete a Wholly Owned Restricted Subsidiary if such Borrower or worn out;such Wholly Owned Restricted Subsidiary shall be the continuing or surviving corporation or (B) consolidate or merge with any other corporation if such Restricted Subsidiary shall be the continuing or surviving corporation and (ii) any Restricted Subsidiary may consolidate with or merge into any other Restricted Subsidiary; or (c) the saleany Restricted Subsidiary may sell, lease, transfer, leasecontribute or otherwise dispose of its assets in whole or in part to a Borrower or a Wholly Owned Restricted Subsidiary or any other Restricted Subsidiary and may, or other following any such disposition of Property of the Borrower in whole, liquidate and its Wholly-owned Subsidiaries to one another;dissolve; or (d) the merger of any Wholly-owned Subsidiary a Borrower may consolidate or merge with and into the Borrower or any other Wholly-owned SubsidiaryPerson (including the other Borrower) if such Borrower (or the other Borrower) shall be the continuing or surviving corporation; or (e) a Borrower may consolidate with or merge into, provided thator sell, transfer or otherwise dispose of its assets as an entirety or substantially as an entirety, to any other Person (a "Successor"; any such consolidation, --------- merger or disposition of assets being hereinafter referred to as a "Successor Transaction"), but only if such Successor (i) is a solvent --------------------- corporation duly organized, validly existing and in good standing under the case laws of any merger involving the Borrower, the Borrower is the legal entity surviving the merger United States of America or a state thereof and (ii) expressly assumes, not later than the consummation of such Successor Transaction, pursuant to a written instrument satisfactory in form, scope and substance to the case of any merger involving a Domestic Subsidiary and a Foreign SubsidiaryLenders, the Domestic Subsidiary is due and punctual payment of all principal, interest and Fees in accordance with the legal entity surviving the merger; (e) the sale, transfer, lease, or other disposition of Property terms hereof and of the other Credit Documents to which such Borrower or any Subsidiary (including any disposition is a party, and the due and punctual performance and observance of Property as part all other obligations of a sale and leaseback transaction) aggregating for the such Borrower and its Subsidiaries not more than U.S. $10,000,000 during any fiscal year under this Agreement, an executed counterpart of which instrument shall have been furnished to each of the Borrower;Lenders together with a favorable opinion of counsel satisfactory to each Lender covering such legal matters relating to such Successor, the Successor Transaction, such assumption and such instrument as such holder may reasonably request; or (f) the Borrowers and their Restricted Subsidiaries, in addition to making any sale of Polymet Mining Corp. common stock or disposition permitted by the Borrower; foregoing provisions of this Section, may sell or otherwise dispose of property and assets for fair consideration (gas determined by the Board of Directors) at the sale time of all of the stock of or all or substantially all of the assets of (i) Cliffs Synfuel Corp. and (ii) Lasco Development Corporation; (h) any Subsidiary may dissolvesuch sale, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, would not reasonably be expected to result in a Material Adverse Effect; (i) licenses or leases of real or personal property in the ordinary course of business so long as such licenses or leases do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries; (j) licenses, sublicenses or similar transactions of intellectual property in the ordinary course of business so long as such licenses or sublicenses or similar transactions do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries; (k) the sale or other disposition of those Investments permitted by clauses (f), (l) and (p) of the definition of Restricted Investments; and (l) any merger or consolidation of the Borrower or any Subsidiary in connection with a Permitted Acquisition, provided that (i) subject to the following clause (iicommitment reduction and mandatory prepayment provisions of Section 3.02(b)(ii), in the case of any merger involving any Wholly-owned Subsidiary, the Wholly-owned Subsidiary is the legal entity surviving the merger, (ii) in the case of any merger involving the Borrower, the Borrower is the legal entity surviving the merger, and (iii) in the case of any merger involving a Foreign Subsidiary and a Domestic Subsidiary, the Domestic Subsidiary is the legal entity surviving the merger.

Consolidation, Merger, Sale of Assets, etc. The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, wind up, liquidate or dissolve its affairs or agree to any merger or consolidation, or convey, sell, lease or otherwise dispose of all or any part of its operating properties, including any disposition as part of any sale-leaseback transactions except that this Section shall not prevent: (a) the sale and lease of inventory in the ordinary course of business; (b) the sale, transfer or other disposition of any tangible personal property that, in the reasonable judgment of the Borrower or its Restricted Subsidiaries, has become uneconomic, obsolete or worn out; (c) the sale, transfer, lease, or other disposition of Property of the Borrower and its Wholly-owned Owned Subsidiaries which are Restricted Subsidiaries to one another; (d) the merger of any Wholly-owned Owned Subsidiary with and into the Borrower or any other Wholly-owned Owned Subsidiary, provided that, (i) in the case of any merger involving the Borrower, the Borrower is the legal entity surviving the merger and (ii) in the case of any merger involving a Domestic Subsidiary which is a Restricted Subsidiary and a Foreign Subsidiary which is a Restricted Subsidiary, the such Domestic Subsidiary is the legal entity surviving the merger; (e) the sale, transfer, lease, or other disposition of Property of the Borrower or any Restricted Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Restricted Subsidiaries not more than U.S. $10,000,000 during any fiscal year of the Borrower; (f) the sale of Polymet Mining Corp. common stock by the BorrowerBorrower and the assets of Cliffs Erie; (g) the sale of all of the stock of or all or substantially all of the assets of (i) Cliffs Synfuel Corp. and (ii) Lasco Development Corporation[Intentionally Omitted]; (h) any Restricted Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, would not reasonably be expected to result in a Material Adverse Effect; (i) licenses or leases of real or personal property in the ordinary course of business so long as such licenses or leases do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower and its Restricted Subsidiaries; (j) licenses, sublicenses or similar transactions of intellectual property in the ordinary course of business so long as such licenses or sublicenses or similar transactions do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower and its Restricted Subsidiaries; (k) the sale or other disposition of those Investments permitted by clauses (f), (l) and (p) of the definition of Restricted Investments; and; (l) the Alpha Acquisition and any other merger or consolidation of the Borrower or any Restricted Subsidiary in connection with a Permitted Acquisition, provided that (i) subject to the following clause (ii), in the case of any merger involving any Wholly-owned Owned Subsidiary which is a Restricted Subsidiary, the such Wholly-owned Owned Subsidiary is the legal entity surviving the merger, (ii) in the case of any merger involving the Borrower, the Borrower is the legal entity surviving the merger, and (iii) in the case of any merger involving a Foreign Subsidiary which is a Restricted Subsidiary and a Domestic Subsidiary which is a Restricted Subsidiary, the such Domestic Subsidiary is the legal entity surviving the merger; and (m) the sale, transfer, lease, or other disposition of Property of the Borrower or any Restricted Subsidiary, in any single transaction or series of related transactions, which are not sales, transfers, leases, or disposition of all or substantially all of the assets of the Borrower and its Restricted Subsidiaries, taken as a whole; provided that the Borrower shall be in pro forma compliance with Section 6.19 hereof and in the case of any sale, lease, transfer or other disposition in excess of $15,000,000 shall deliver to the Administrative Agent at least 10 Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to any such transaction a certificate confirming such pro forma compliance with Section 6.19.

Consolidation, Merger, Sale of Assets, etc. The Borrower will not, nor and will it not permit any of its Material Subsidiaries to, wind up, liquidate or dissolve its affairs or agree to any merger or consolidation, or convey, sell, lease or otherwise dispose of all or any part of its operating propertiesproperty, including any disposition as part of any sale-leaseback transactions except that this Section shall not prevent: (a) the sale and lease of inventory in the ordinary course of business; (b) the sale, transfer or other disposition of any tangible personal property that, in the reasonable judgment of the Borrower or its Subsidiaries, has become uneconomic, obsolete or worn outout or is not used or useful in its business; (c) the sale, transfer, lease, or other disposition of Property of the Borrower and its Wholly-owned Material Subsidiaries to one another; (d) the merger of any Wholly-owned Subsidiary with and into the Borrower or any other Wholly-owned Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the legal entity surviving the merger; (ie) the merger of Borrower or any Subsidiary with an Affiliate incorporated for the purposes of incorporating the Borrower or any Subsidiary in another jurisdiction to realize tax or other benefits; provided that in the case of any merger involving the Borrower, the Borrower is the legal entity surviving the merger and (ii) in the case of any merger involving the Borrower or a Domestic Subsidiary and a Foreign Material Subsidiary, the Domestic surviving entity must be incorporated or otherwise organized under the laws of a jurisdiction within the United States of America. (f) the liquidation or sale of any Subsidiary or its assets if, in the Borrower’s reasonable judgment, such Subsidiary is the legal entity surviving the mergernot profitable; (eg) the sale or issuance of capital stock of a Subsidiary to the Borrower or any Subsidiary; (h) the disposition of the stock or assets of any Subsidiary that is organized under the laws of a jurisdiction outside of the United States; (i) the ABI Merger; and (j) the sale, transfer, lease, or other disposition of other Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction, but excluding any sale and leaseback transaction, fee in lieu of tax transaction or other similar transaction intended primarily for tax relief and other tax incentive purposes) aggregating for the Borrower and its Subsidiaries not more than U.S. $10,000,000 20,000,000 during any fiscal year of the Borrower; (f) the sale of Polymet Mining Corp. common stock by the Borrower; (g) the sale of all of the stock of or all or substantially all of the assets of (i) Cliffs Synfuel Corp. and (ii) Lasco Development Corporation; (h) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, would not reasonably be expected to result in a Material Adverse Effect; (i) licenses or leases of real or personal property in the ordinary course of business so long as such licenses or leases do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries; (j) licenses, sublicenses or similar transactions of intellectual property in the ordinary course of business so long as such licenses or sublicenses or similar transactions do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries; (k) the sale or other disposition of those Investments permitted by clauses (f), (l) and (p) of the definition of Restricted Investments; and (l) any merger or consolidation of the Borrower or any Subsidiary in connection with a Permitted Acquisition, provided that (i) subject to the following clause (ii), in the case of any merger involving any Wholly-owned Subsidiary, the Wholly-owned Subsidiary is the legal entity surviving the merger, (ii) in the case of any merger involving the Borrower, the Borrower is the legal entity surviving the merger, and (iii) in the case of any merger involving a Foreign Subsidiary and a Domestic Subsidiary, the Domestic Subsidiary is the legal entity surviving the merger.

Consolidation, Merger, Sale of Assets, etc. The Borrower will not, nor and will it not permit any of its Subsidiaries to, wind updirectly or indirectly, (i) consolidate with or merge into any other Person or permit any other Person to consolidate with or merge into it, liquidate except that: (a) any Subsidiary of the Borrower may consolidate with or dissolve merge into the Borrower or a Wholly-Owned Subsidiary of the Borrower if the Borrower or a Wholly-Owned Subsidiary of the Borrower, as the case may be, shall be the surviving Person; and (b) any entity (other than a Subsidiary of the Borrower) may consolidate with or merge into the Borrower or a Subsidiary if the Borrower or a Subsidiary of the Borrower, as the case may be, shall be the surviving Person and if, immediately after giving effect to such transaction, (i) the Borrower and its affairs Subsidiaries (x) shall not have a Consolidated Net Worth, determined in accordance with GAAP applied on a basis consistent with the consolidated financial statements of the Borrower most recently delivered pursuant to Section 7A.1, of less than the Consolidated Net Worth of the Borrower immediately prior to the effectiveness of such transaction, satisfaction of this requirement to be set forth in reasonable detail in an Officers' Certificate delivered to each holder of a Note at the time of such transaction, and (y) could incur at least $1.00 of additional Indebtedness in compliance with Section 7B.1 and clause (xiv) of Section 7B.2, (ii) substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole, shall be located and substantially all of their business shall be conducted within the continental United States of America or agree to Canada and (iii) no Default, Event of Default or Noncompliance Event shall exist and be continuing; (ii) sell, lease, abandon or otherwise dispose of all or substantially all its assets, except that any merger or consolidation, or convey, Subsidiary of the Borrower may sell, lease or otherwise dispose of all or substantially all its assets to the Borrower or to a Wholly-Owned Subsidiary of the Borrower; or (iii) sell, lease, convey, abandon or otherwise dispose of (including, without limitation, in connection with a Sale and Lease-Back Transaction) any part of its operating propertiesassets (except in a transaction permitted by clause (i)(a), including any disposition as part (i)(b), (i)(c), (ii)(a) or (ii)(b) of any sale-leaseback transactions except that this Section shall not prevent: (a) the sale and lease 7B.7 or sales of inventory in the ordinary course of businessbusiness consistent with past practice) or issue or sell Capital Stock of any Subsidiary of the Borrower, whether in a single transaction or a series of related transactions (each of the foregoing non-excepted transactions, an "Asset Sale"), unless: (a) immediately after giving effect to such proposed disposition no Default, Event of Default or Noncompliance Event shall exist and be continuing, satisfaction of this requirement to be set forth in reasonable detail in an Officer's Certificate delivered to each holder of a Note at the time of such transaction in the case of any Asset Sale involving assets that generates EBITDA and such Asset Sale involves consideration of $250,000 or more; (b) such sale or other disposition is for cash consideration or for consideration consisting of not less than 75% cash and not more than 25% interest-bearing promissory notes; provided, that the sale, transfer 75% limitation referred to in this clause (b) shall not apply to any Asset Sale consisting solely of a sale or other disposition of any tangible personal property that, in land and buildings for an interest bearing promissory note as long as the reasonable judgment amount of the Borrower or its Subsidiaries, has become uneconomic, obsolete or worn outsuch promissory note does not exceed $250,000; (c) the sale, transfer, lease, or other disposition of Property one of the Borrower and its Wholly-owned Subsidiaries to one another; (d) the merger of any Wholly-owned Subsidiary with and into the Borrower or any other Wholly-owned Subsidiary, provided that, (i) in the case of any merger involving the Borrower, the Borrower is the legal entity surviving the merger and (ii) in the case of any merger involving a Domestic Subsidiary and a Foreign Subsidiary, the Domestic Subsidiary is the legal entity surviving the merger; (e) the sale, transfer, lease, or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Subsidiaries not more than U.S. $10,000,000 during any fiscal year of the Borrower; (f) the sale of Polymet Mining Corp. common stock by the Borrower; (g) the sale of all of the stock of or all or substantially all of the assets of (i) Cliffs Synfuel Corp. and (ii) Lasco Development Corporation; (h) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, would not reasonably following two conditions must be expected to result in a Material Adverse Effect; (i) licenses or leases of real or personal property in the ordinary course of business so long as such licenses or leases do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries; (j) licenses, sublicenses or similar transactions of intellectual property in the ordinary course of business so long as such licenses or sublicenses or similar transactions do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries; (k) the sale or other disposition of those Investments permitted by clauses (f), (l) and (p) of the definition of Restricted Investments; and (l) any merger or consolidation of the Borrower or any Subsidiary in connection with a Permitted Acquisition, provided that (i) subject to the following clause (ii), in the case of any merger involving any Wholly-owned Subsidiary, the Wholly-owned Subsidiary is the legal entity surviving the merger, (ii) in the case of any merger involving the Borrower, the Borrower is the legal entity surviving the merger, and (iii) in the case of any merger involving a Foreign Subsidiary and a Domestic Subsidiary, the Domestic Subsidiary is the legal entity surviving the merger.satisfied:

Consolidation, Merger, Sale of Assets, etc. (a) The Borrower will not, nor will the Borrower permit any other Credit Party to, wind up, liquidate or dissolve its affairs, discontinue its business, or enter into any transaction of merger or consolidation, or agree to do any of the foregoing at any future time without a contingency relating to obtaining any required approval hereunder, except that so long as no Specified Default or Event of Default then exists or would result therefrom (including, without limitation, an Event of Default under Section 8.04 or 10.09), the following shall be permitted: (i) any then existing Subsidiary of the Borrower may be merged or consolidated with or into, or be liquidated into, the Borrower (so long as the Borrower is the surviving Company), the Co-Borrower if formed (so long as the Co-Borrower is the surviving entity) or a Subsidiary Guarantor (so long as a Subsidiary Guarantor is the surviving Company), (ii) any Person that is not a Subsidiary of the Borrower at such time may be merged or consolidated with or into, or liquidated into, the Borrower (so long as the Borrower is the surviving Company), the Co-Borrower if formed (so long as the Co-Borrower is the surviving entity) or a Subsidiary Guarantor (so long as the Subsidiary Guarantor is the surviving Company), provided that, in the case of this clause (ii), (x) the Person which is merged or consolidated into such Credit Party is predominantly in the commercial real estate business, (y) if rated, the creditworthiness of the Borrower's long term unsecured debt or implied senior debt, as applicable, after giving effect to such merger or consolidation is not lower than the Borrower's creditworthiness two months immediately preceding such merger or consolidation, and (z) the then fair market value of the assets of the Person which is merged or consolidated into such Credit Party is less than 25% of the Borrower's then Consolidated Total Asset Value after giving effect to such merger or consolidation on a Pro Forma Basis, and (iii) any Subsidiary Guarantor may be converted into a limited liability company by statutory election. (b) The Borrower will not, nor will it permit any of its Subsidiaries to, wind upconsummate any Asset Sale, liquidate or dissolve its affairs or agree to any merger or consolidation, or convey, sell, lease or otherwise dispose of all or any part of its operating properties, including any disposition as part of any sale-leaseback transactions except that this Section shall not prevent: (a) the sale and lease during any fiscal quarter of inventory in the ordinary course of business; (b) the sale, transfer or other disposition of any tangible personal property that, in the reasonable judgment of the Borrower or its Subsidiaries, has become uneconomic, obsolete or worn out; (c) the sale, transfer, lease, or other disposition of Property of the Borrower and its Wholly-owned Subsidiaries to one another; (d) the merger of any Wholly-owned Subsidiary with and into the Borrower or any other Wholly-owned Subsidiary, provided that, (i) in the case of any merger involving the Borrower, the Borrower is the legal entity surviving the merger and its Subsidiaries may effect an Asset Sale so long as (i) no Specified Default or Event of Default then exists or would result therefrom, (ii) in the case consideration received (taking the amount of any merger involving a Domestic Subsidiary all cash and a Foreign Subsidiarythe fair market value, as reasonably determined by the Domestic Subsidiary is Borrower, of all non-cash consideration) from such Asset Sale, together with the legal entity surviving the merger; (e) the sale, transfer, lease, or aggregate consideration received from all other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for Asset Sales effected by the Borrower and its Subsidiaries during such fiscal quarter simultaneously with or prior to such Asset Sale, shall not more than U.S. $10,000,000 during any fiscal year exceed 2.5% of the Borrower;Fair Market Value of the Borrower unless the Borrower shall have given the Administrative Agent prior written notice of such Asset Sale, which notice shall be accompanied by a certificate of a Senior Financial Officer of the Borrower certifying (and showing the calculations therefor in reasonable detail) that the Borrower will be in compliance with Sections 9.10 and 9.11 after giving effect to such Asset Sale, and (iii) in the event that any such Asset Sale includes a Mortgaged Property or any Equity Interests in any Subsidiary Guarantor, the Borrower also shall have complied with the provisions of Section 8.13(b). (fc) Without limiting the sale foregoing provisions of Polymet Mining Corp. common stock by this Section 9.02, in no event shall the Borrower; Borrower or any of its Subsidiaries convey, lease, sell, transfer or otherwise dispose of, in one transaction or a series of transactions, (gi) (x) any Equity Interests in Holdings, TRE or any Subsidiary Guarantor described in Section 8.13(f) (other than the sale transfer of all of such Equity Interests to the stock Co-Borrower if formed) and (y) more than 20% of the Equity Interests in the Co-Borrower if formed or (ii) all or substantially all of the assets of (i) Cliffs Synfuel Corp. and (ii) Lasco Development Corporation; (h) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, would not reasonably be expected to result in a Material Adverse Effect; (i) licenses or leases of real or personal property in the ordinary course of business so long as such licenses or leases do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries; (j) licenses, sublicenses or similar transactions of intellectual property in the ordinary course of business so long Subsidiaries taken as such licenses or sublicenses or similar transactions do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries; (k) the sale or other disposition of those Investments permitted by clauses (f), (l) and (p) of the definition of Restricted Investments; and (l) any merger or consolidation of the Borrower or any Subsidiary in connection with a Permitted Acquisition, provided that (i) subject to the following clause (ii), in the case of any merger involving any Wholly-owned Subsidiary, the Wholly-owned Subsidiary is the legal entity surviving the merger, (ii) in the case of any merger involving the Borrower, the Borrower is the legal entity surviving the merger, and (iii) in the case of any merger involving a Foreign Subsidiary and a Domestic Subsidiary, the Domestic Subsidiary is the legal entity surviving the mergerwhole.

Consolidation, Merger, Sale of Assets, etc. The Borrower Borrowers will not, nor and will it not permit any of its their Restricted Subsidiaries to, wind up, voluntarily liquidate or dissolve its affairs or agree to any merger or consolidationdissolve, or conveyconsolidate or merge with or into any other Person, or permit any other Person to consolidate with or merge with or into it, or participate in a share exchange with or sell, lease lease, transfer, contribute or otherwise dispose of all or any part of its operating propertiesassets to any other Person, including except that, subject in any disposition as part event to compliance with the last paragraph of any sale-leaseback transactions except that this Section shall not prevent8.07: (a) the sale and lease a Borrower and/or any Restricted Subsidiary may sell or otherwise dispose of inventory its assets (i) in the ordinary course of business;its business as such business is permitted to be conducted in compliance with Section 8.09, (ii) in a Permitted Receivables Financing and (iii) in a Tax Reduction Transaction, or (bi) the sale, transfer any Restricted Subsidiary may (A) consolidate with or other disposition of any tangible personal property that, in the reasonable judgment of the merge into a Borrower or its Subsidiaries, has become uneconomic, obsolete a Wholly Owned Restricted Subsidiary if such Borrower or worn out;such Wholly Owned Restricted Subsidiary shall be the continuing or surviving corporation or (B) consolidate or merge with any other corporation if such Restricted Subsidiary shall be the continuing or surviving corporation and (ii) any Restricted Subsidiary may consolidate with or merge into any other Restricted Subsidiary; or (c) the saleany Restricted Subsidiary may sell, lease, transfer, leasecontribute or otherwise dispose of its assets in whole or in part to a Borrower or a Wholly Owned Restricted Subsidiary or any other Restricted Subsidiary and may, or other following any such disposition of Property of the Borrower in whole, liquidate and its Wholly-owned Subsidiaries to one another;dissolve; or (d) the merger of any Wholly-owned Subsidiary a Borrower may consolidate or merge with and into the Borrower or any other Wholly-owned SubsidiaryPerson (including the other Borrower) if such Borrower (or the other Borrower) shall be the continuing or surviving corporation; or (e) a Borrower may consolidate with or merge into, provided thator sell, transfer or otherwise dispose of its assets as an entirety or substantially as an entirety, to any other Person (a "Successor"; any such consolidation, --------- merger or disposition of assets being hereinafter referred to as a "Successor Transaction"), but only if such Successor (i) is a solvent --------------------- corporation duly organized, validly existing and in good standing under the case laws of any merger involving the Borrower, the Borrower is the legal entity surviving the merger United States of America or a state thereof and (ii) expressly assumes, not later than the consummation of such Successor Transaction, pursuant to a written instrument satisfactory in form, scope and substance to the case of any merger involving a Domestic Subsidiary and a Foreign SubsidiaryLenders, the Domestic Subsidiary is due and punctual payment of all principal, interest and Fees in accordance with the legal entity surviving the merger; (e) the sale, transfer, lease, or other disposition of Property terms hereof and of the other Credit Documents to which such Borrower or any Subsidiary (including any disposition is a party, and the due and punctual performance and observance of Property as part all other obligations of a sale and leaseback transaction) aggregating for the such Borrower and its Subsidiaries not more than U.S. $10,000,000 during any fiscal year under this Agreement, an executed counterpart of which instrument shall have been furnished to each of the Borrower;Lenders together with a favorable opinion of counsel satisfactory to each Lender covering such legal 66 matters relating to such Successor, the Successor Transaction, such assumption and such instrument as such holder may reasonably request; or (f) the Borrowers and their Restricted Subsidiaries, in addition to making any sale of Polymet Mining Corp. common stock or disposition permitted by the Borrower; foregoing provisions of this Section, may sell or otherwise dispose of property and assets for fair consideration (gas determined by the Board of Directors) at the sale time of all of the stock of or all or substantially all of the assets of (i) Cliffs Synfuel Corp. and (ii) Lasco Development Corporation; (h) any Subsidiary may dissolvesuch sale, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, would not reasonably be expected to result in a Material Adverse Effect; (i) licenses or leases of real or personal property in the ordinary course of business so long as such licenses or leases do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries; (j) licenses, sublicenses or similar transactions of intellectual property in the ordinary course of business so long as such licenses or sublicenses or similar transactions do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries; (k) the sale or other disposition of those Investments permitted by clauses (f), (l) and (p) of the definition of Restricted Investments; and (l) any merger or consolidation of the Borrower or any Subsidiary in connection with a Permitted Acquisition, provided that (i) subject to the following clause (iicommitment reduction and mandatory prepayment provisions of Section 3.02(b)(ii), in the case of any merger involving any Wholly-owned Subsidiary, the Wholly-owned Subsidiary is the legal entity surviving the merger, (ii) in the case of any merger involving the Borrower, the Borrower is the legal entity surviving the merger, and (iii) in the case of any merger involving a Foreign Subsidiary and a Domestic Subsidiary, the Domestic Subsidiary is the legal entity surviving the merger.

Consolidation, Merger, Sale of Assets, etc. The Borrower will not, nor and will it not permit any of its Subsidiaries to, wind up, liquidate or dissolve its affairs or agree to any merger or consolidation, or convey, sell, lease or otherwise dispose of all or any part of its operating propertiesproperty, including any disposition as part of any sale-leaseback transactions except that this Section shall not prevent: (a) the sale and lease of inventory in the ordinary course of business; (b) the sale, transfer or other disposition of any tangible personal property that, in the reasonable judgment of the Borrower or its Subsidiaries, has become uneconomic, obsolete or worn out; (c) the sale, transfer, lease, or other disposition of Property of the Borrower and its Wholly-owned Subsidiaries to one another; (d) the merger of any Wholly-owned Subsidiary with and into the Borrower or any other Wholly-owned Subsidiary, provided that, (i) in the case of any merger involving the Borrower, the Borrower is the legal entity surviving the merger and (ii) in the case of any merger involving a Domestic Subsidiary and a Foreign Subsidiary, the Domestic Subsidiary is the legal entity surviving the merger; (e) the sale, transfer, lease, or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Subsidiaries not more than U.S. $10,000,000 1,000,000 during any fiscal year of the Borrower; (f) Hedging Agreements entered into in the sale ordinary course of Polymet Mining Corp. common stock by the Borrower;business and not for speculative purposes; and (g) the sale on or about the Closing Date of all those certain Refining assets acquired pursuant to the Pride Purchase for a sale price of $6,000,000 on the stock of or all or substantially all of terms previously disclosed to the assets of (i) Cliffs Synfuel Corp. and (ii) Lasco Development Corporation; (h) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, would not reasonably be expected to result in a Material Adverse Effect; (i) licenses or leases of real or personal property in the ordinary course of business so Administrative Agent. So long as such licenses no Default or leases do not individually Event of Default has occurred and is continuing or in would arise as a result thereof, upon the aggregate interfere in any material respect with the ordinary conduct written request of the business of the Borrower and its Subsidiaries; (j) licenses, sublicenses or similar transactions of intellectual property in the ordinary course of business so long as such licenses or sublicenses or similar transactions do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries; (k) the sale or other disposition of those Investments permitted by clauses (f), (l) and (p) of the definition of Restricted Investments; and (l) any merger or consolidation of the Borrower or any Subsidiary in connection with a Permitted Acquisition, provided that (i) subject to the following clause (ii), in the case of any merger involving any Wholly-owned Subsidiary, the Wholly-owned Subsidiary is the legal entity surviving the merger, (ii) in the case of any merger involving the Borrower, the Borrower is Administrative Agent shall release its Lien on any Property sold pursuant to the legal entity surviving the merger, and (iii) in the case of any merger involving a Foreign Subsidiary and a Domestic Subsidiary, the Domestic Subsidiary is the legal entity surviving the mergerforegoing provisions.

Consolidation, Merger, Sale of Assets, etc. The Borrower will not, nor and will it not permit any of its Restricted Subsidiaries to, wind up, voluntarily liquidate or dissolve its affairs or agree to any merger or consolidationdissolve, or conveyconsolidate or merge with or into any other Person, or permit any other Person to consolidate with or merge with or into it, or participate in a share exchange with or sell, lease lease, transfer, contribute or otherwise dispose of all or any part of its operating propertiesassets to any other Person, including except that, subject in any disposition as part event to compliance with the last paragraph of any sale-leaseback transactions except that this Section shall not prevent8.07: (a) the sale and lease Borrower and/or any Restricted Subsidiary may sell or otherwise dispose of inventory its assets (i) in the ordinary course of business;its business as such business is permitted to be conducted in compliance with Section 8.09 and (ii) in a Permitted Receivables Financing; or (bi) the sale, transfer any Restricted Subsidiary may (A) consolidate with or other disposition of any tangible personal property that, in the reasonable judgment of merge into the Borrower or its Subsidiaries, has become uneconomic, obsolete a Wholly Owned Restricted Subsidiary if the Borrower or worn out;such Wholly Owned Restricted Subsidiary shall be the continuing or surviving corporation or (B) consolidate or merge with any other corporation if such Restricted Subsidiary shall be the continuing or surviving corporation and (ii) any Wholly Owned Restricted Subsidiary may consolidate with or merge into any other Wholly Owned Restricted Subsidiary; or (c) the saleany Restricted Subsidiary may sell, lease, transfer, leasecontribute or otherwise dispose of its assets in whole or in part to the Borrower or a Wholly Owned Restricted Subsidiary or any other Restricted Subsidiary and may, following any such disposition in whole, liquidate and dissolve; or (d) the Borrower may consolidate or merge with any other Person if the Borrower shall be the continuing or surviving corporation; or (e) the Borrower may consolidate with or merge into, or sell, transfer or otherwise dispose of its assets as an entirety or substantially as an entirety, to any other Person (a "Successor"; any such consolidation, merger or disposition of assets being hereinafter referred to as a "Successor Transaction"), but only if such Successor (i) is a solvent corporation duly organized, validly existing and in good standing under the laws of the United States of America or a state thereof and (ii) expressly assumes, not later than the consummation of such Successor Transaction, pursuant to a written instrument satisfactory in form, scope and substance to the Lenders, the due and punctual payment of all principal, interest and Fees in accordance with the terms hereof and of the other Credit Documents to which the Borrower is a party, and the due and punctual performance and observance of all other obligations of the Borrower under this Agreement, an executed counterpart of which instrument shall have been furnished to each of the Lenders together with a favorable opinion of counsel satisfactory to each Lender covering such legal matters relating to such Successor, the Successor Transaction, such assumption and such instrument as such holder may reasonably request; or (f) the Borrower or any Restricted Subsidiary, in addition to making any sale or other disposition permitted by the foregoing provisions of Property this Section, may sell any of its assets for a consideration at least equal to the fair market value thereof (as determined by the Board of Directors) at the time of such sale; provided that no such sale of any assets shall be -------- permitted under this subdivision (f) unless (i) the assets so sold, when taken together with all other assets of the Borrower and its Wholly-owned Restricted Subsidiaries then being or theretofore so sold (including deemed dispositions pursuant to one another; Section 8.06 but excluding (dx) Excluded Sales and (y) Replaced Warehouse Sales) during the merger period of any Wholly-owned Subsidiary with and into twelve consecutive months ending on the Borrower or any other Wholly-owned Subsidiary, provided that, date of such sale (i"Sale Date") shall not have an aggregate net book value (determined in the case of any merger involving such asset as of the Borrowerdate of sale thereof) which shall exceed 10% of Consolidated Net Tangible Assets (the amount of Consolidated Net Tangible Assets for purposes hereof being determined (1) as of such Sale Date, if an Officers' Certificate dated as of such date shall have been provided to the Administrative Agent and the Lenders providing facts or computations in reasonable detail demonstrating compliance with the terms of this Section 8.07(f)(i) in connection with such sale, or (2) if no such Officers' Certificate shall have been provided to the Administrative Agent and the Lenders in connection with such sale, as of the most recent Determination Date prior to the date of such Sale Date with respect to which the Borrower shall have delivered the Required Financial Information), or (ii) such sale shall not constitute a Replaced Warehouse Sale and shall not meet the requirements of, and shall not be permitted pursuant to, the immediately foregoing subdivision (f)(i) (any such sale, a "Substantial Sale") but (A) prior to consummating such Substantial Sale, the Borrower is shall give notice to the legal entity surviving Administrative Agent and each of the merger Lenders specifying the anticipated or actual Sale Date, briefly describing the assets sold or to be sold and setting forth the net book value of such assets and the aggregate consideration and the Net Sale Proceeds to be received for such assets in connection with such sale, (iiB) the Borrower shall (1) during the period of 150 days following the consummation of such sale (the "Application Period"), apply (or cause to be applied) an amount equal to such Net Sale Proceeds from such Substantial Sale to the purchase, acquisition or (in the case of any merger involving a Domestic Subsidiary and a Foreign Subsidiary, the Domestic Subsidiary is the legal entity surviving the merger; (ereal property) the sale, transfer, leaseconstruction of Alternative Assets, or other disposition (2) if an amount equal to such Net Sale Proceeds shall not have been applied during the Application Period in accordance with the immediately foregoing clause (B)(1), then not later than the expiration of Property such Application Period, (aa) furnish the Administrative Agent and each of the Borrower Lenders an Officers' Certificate specifying the portion of such Net Sale Proceeds that were so applied to the purchase, acquisition or construction of Alternatives Assets and specifying any Subsidiary additional portion of such Net Sale Proceeds (including any disposition the "Additional Portion") that will be so applied to the purchase, acquisition or construction of Property as part Alternative Assets during the period (the "Further Period") of a sale and leaseback transaction) aggregating for 30 days next following the Borrower and its Subsidiaries not more than U.S. $10,000,000 during any fiscal year expiration of the Borrower; applicable Application Period and (fbb) unless the sale of Polymet Mining Corp. common stock by the Borrower; (g) the sale of all sum of the stock amount so applied during the Application Period to the purchase, acquisition or construction of Alternative Assets plus the ---- Additional Portion, if any, specified in such Officers' Certificate shall be at least equal to the amount of such Net Sale Proceeds, give an Excess Sale Notice with respect to such Substantial Sale in compliance with Section 3.02(b)(2) and thereafter (x) pay, prepay or all or substantially all otherwise reduce the outstanding Loans and LOC Obligations in the manner and to the extent required by such Section 3.02(b)(ii), and (y) to the extent that the Available Fund resulting from such sale shall exceed the amount of the assets payments, prepayments and other reductions of Loans and LOC Obligations required by such Section 3.02(b)(ii), apply an amount equal to such excess to the retirement (ino later than the forty-fifth day following the day fixed for such payments, prepayments and/or other reductions of Loans and LOC Obligations under Section 3.02(b)(ii)) Cliffs Synfuel Corp. and of an equivalent principal amount of Funded Debt (iiother than Subordinated Debt) Lasco Development Corporation; (h) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, would not reasonably be expected to result in a Material Adverse Effect; (i) licenses or leases of real or personal property in the ordinary course of business so long as such licenses or leases do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower and its Restricted Subsidiaries;, (jC) licenses, sublicenses or similar transactions of intellectual property if in the ordinary course Officers' Certificate required to be furnished to the immediately foregoing clause (B) the Borrower shall have specified an Additional Portion of business such Net Sale Proceeds to be applied to the purchase, acquisition or construction of Alternative Assets during the Further Period, the Borrower shall in fact so long as apply an amount equal to such licenses Additional Portion during such Further Period, and (D) pending application of an amount equal to such Net Sale Proceeds to the purchase, acquisition or sublicenses construction of Alternative Assets, to the payment, prepayment or similar transactions do not individually or other reduction of the Loans and LOC Obligations and/or the retirement of Debt in the aggregate interfere in any material respect accordance with the ordinary conduct of the business of the Borrower and its Subsidiaries; (k) the sale or other disposition of those Investments permitted by immediately foregoing clauses (f), (lB) and (pC), the Borrower shall cause an amount equal to Net Sale Proceeds (or so much thereof as shall not have been theretofore so applied) to be invested in Investments of the character described in subdivision (a) of the definition of "Restricted Investments; and (l) any merger or consolidation of the Borrower or any Subsidiary " set forth in connection with a Permitted AcquisitionSection 1.01, provided that (i) subject to the following clause (ii), in the case of any merger involving any Wholly-owned Subsidiary, the Wholly-owned Subsidiary is the legal entity surviving the merger, (ii) in the case of any merger involving the Borrower, the Borrower is the legal entity surviving the merger, and (iii) in the case of any merger involving a Foreign Subsidiary and a Domestic Subsidiary, the Domestic Subsidiary is the legal entity surviving the merger.or

Consolidation, Merger, Sale of Assets, etc. (a) The Borrower Borrowers will not, nor will it any of the Borrowers permit any of its Subsidiaries other Credit Party to, wind up, liquidate or dissolve its affairs affairs, discontinue its business, or agree to enter into any transaction of merger or consolidation, or conveyagree to do any of the foregoing at any future time without a contingency relating to obtaining any required approval hereunder, sellexcept that so long as no Specified Default or Event of Default then exists or would result therefrom (including, lease without limitation, an Event of Default under Section 8.04 or otherwise dispose of all or 10.09), the following shall be permitted: (i) any part of its operating properties, including any disposition as part then existing Subsidiary of any sale-leaseback transactions except of the Borrowers may be merged or consolidated with or into, or be liquidated into, a Borrower (so long as such Borrower is the surviving Company), or a Subsidiary Guarantor (so long as a Subsidiary Guarantor is the surviving Company), (ii) any Person that is not a Subsidiary of any of the Borrowers at such time may be merged or consolidated with or into, or liquidated into, a Borrower (so long as such Borrower is the surviving Company), or a Subsidiary Guarantor (so long as the Subsidiary Guarantor is the surviving Company), provided that, in the case of this Section shall not prevent: clause (aii), (x) the sale and lease of inventory Person which is merged or consolidated into such Credit Party is predominantly in the ordinary course commercial real estate business, (y) if rated, the creditworthiness of business;Trizec’s long term unsecured debt or implied senior debt, as applicable, after giving effect to such merger or consolidation is not lower than Trizec’s creditworthiness two months immediately preceding such merger or consolidation, and (z) the then fair market value of the assets of the Person which is merged or consolidated into such Credit Party is less than 25% of Trizec’s then Consolidated Total Asset Value after giving effect to such merger or consolidation on a Pro Forma Basis, and (iii) Holdings and any Subsidiary Guarantor may be converted into a limited liability company by statutory election or by merger into another Subsidiary of any Borrower which is already a limited liability company. (b) The Borrowers will not, nor will any of the saleBorrowers permit any of its Subsidiaries to, transfer consummate any Asset Sale, except that during any fiscal quarter of Trizec, any of the Borrowers and their respective Subsidiaries may effect an Asset Sale so long as (i) no Specified Default or Event of Default then exists or would result therefrom, (ii) the consideration received (taking the amount of all cash and the fair market value, as reasonably determined by the Borrowers, of all non-cash consideration) from such Asset Sale, together with the aggregate consideration received from all other disposition Asset Sales effected by each of any tangible personal property thatthe Borrowers and its Subsidiaries during such fiscal quarter simultaneously with or prior to such Asset Sale, shall not exceed 5% of the Fair Market Value of Trizec unless the Borrowers shall have given the Administrative Agent prior written notice of such Asset Sale, which notice shall be accompanied by a certificate of a Senior Financial Officer of each of the Borrowers certifying (and showing the calculations therefor in reasonable detail) that Trizec will be in compliance with Sections 9.10 and 9.11 after giving effect to such Asset Sale, and (iii) in the reasonable judgment event that any such Asset Sale includes a Borrowing Base Property or any Equity Interests in any Subsidiary Guarantor, the Borrowers also shall have complied with the provisions of the Borrower or its Subsidiaries, has become uneconomic, obsolete or worn out;Section 8.13(b). (c) Without limiting the saleforegoing provisions of this Section 9.02, transferin no event shall any of the Borrowers or any of their respective Subsidiaries convey, lease, sell, transfer or other disposition otherwise dispose of, in one transaction or a series of Property of the Borrower and its Wholly-owned Subsidiaries to one another; (d) the merger of any Wholly-owned Subsidiary with and into the Borrower or any other Wholly-owned Subsidiary, provided thattransactions, (i) (x) any Equity Interests in Holdings or any Subsidiary Guarantor described in Section 8.13(f) (other than the case transfer of any merger involving all of such Equity Interests to Holdings, if Holdings is the Additional Borrower, or any other Additional Borrower if formed) and (y) more than 331/3% of the Equity Interests in Holdings (if Holdings is converted into the Additional Borrower) or in any other Additional Borrower is the legal entity surviving the merger and if formed or (ii) in the case of any merger involving a Domestic Subsidiary and a Foreign Subsidiary, the Domestic Subsidiary is the legal entity surviving the merger; (e) the sale, transfer, lease, or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Subsidiaries not more than U.S. $10,000,000 during any fiscal year of the Borrower; (f) the sale of Polymet Mining Corp. common stock by the Borrower; (g) the sale of all of the stock of or all or substantially all of the assets of (i) Cliffs Synfuel Corp. and (ii) Lasco Development Corporation; (h) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, would not reasonably be expected to result in a Material Adverse Effect; (i) licenses or leases of real or personal property in the ordinary course of business so long as such licenses or leases do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower Borrowers and its Subsidiaries; (j) licenses, sublicenses or similar transactions of intellectual property in the ordinary course of business so long their Subsidiaries taken as such licenses or sublicenses or similar transactions do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries; (k) the sale or other disposition of those Investments permitted by clauses (f), (l) and (p) of the definition of Restricted Investments; and (l) any merger or consolidation of the Borrower or any Subsidiary in connection with a Permitted Acquisition, provided that (i) subject to the following clause (ii), in the case of any merger involving any Wholly-owned Subsidiary, the Wholly-owned Subsidiary is the legal entity surviving the merger, (ii) in the case of any merger involving the Borrower, the Borrower is the legal entity surviving the merger, and (iii) in the case of any merger involving a Foreign Subsidiary and a Domestic Subsidiary, the Domestic Subsidiary is the legal entity surviving the mergerwhole.

Consolidation, Merger, Sale of Assets, etc. The Borrower will not, nor and will it not permit any of its Material Subsidiaries to, wind up, liquidate or dissolve its affairs or agree to any merger or consolidation, or convey, sell, lease or otherwise dispose of all or any part of its operating propertiesproperty, including any disposition as part of any sale-leaseback transactions except that this Section shall not prevent: (a) the sale and lease of inventory in the ordinary course of business; (b) the sale, transfer or other disposition of any tangible personal property that, in the reasonable judgment of the Borrower or its Subsidiaries, has become uneconomic, obsolete or worn outout or is not used or useful in its business; (c) the sale, transfer, lease, or other disposition of Property of the Borrower and its Wholly-owned Material Subsidiaries to one another; (d) the merger of any Wholly-owned Subsidiary with and into the Borrower or any other Wholly-owned Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the legal entity surviving the merger; (ie) the merger of Borrower or any Subsidiary with an Affiliate incorporated for the purposes of incorporating the Borrower or any Subsidiary in another jurisdiction to realize tax or other benefits; provided that in the case of any merger involving the Borrower, the Borrower is the legal entity surviving the merger and (ii) in the case of any merger involving the Borrower or a Domestic Subsidiary and a Foreign Material Subsidiary, the Domestic surviving entity must be incorporated or otherwise organized under the laws of a jurisdiction within the United States of America. (f) the liquidation or sale of any Subsidiary or its assets if, in the Borrower’s reasonable judgment, such Subsidiary is the legal entity surviving the mergernot profitable; (eg) the sale or issuance of capital stock of a Subsidiary to the Borrower or any Subsidiary; (h) the disposition of the stock of any Subsidiary that is organized under the laws of a jurisdiction outside of the United States; and (i) the sale, transfer, lease, or other disposition of other Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Subsidiaries not more than U.S. $10,000,000 during any fiscal year of the Borrower; (f) the sale of Polymet Mining Corp. common stock by the Borrower; (g) the sale of all of the stock of or all or substantially all of the assets of (i) Cliffs Synfuel Corp. and (ii) Lasco Development Corporation; (h) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, would not reasonably be expected to result in a Material Adverse Effect; (i) licenses or leases of real or personal property in the ordinary course of business so long as such licenses or leases do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries; (j) licenses, sublicenses or similar transactions of intellectual property in the ordinary course of business so long as such licenses or sublicenses or similar transactions do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries; (k) the sale or other disposition of those Investments permitted by clauses (f), (l) and (p) of the definition of Restricted Investments; and (l) any merger or consolidation of the Borrower or any Subsidiary in connection with a Permitted Acquisition, provided that (i) subject to the following clause (ii), in the case of any merger involving any Wholly-owned Subsidiary, the Wholly-owned Subsidiary is the legal entity surviving the merger, (ii) in the case of any merger involving the Borrower, the Borrower is the legal entity surviving the merger, and (iii) in the case of any merger involving a Foreign Subsidiary and a Domestic Subsidiary, the Domestic Subsidiary is the legal entity surviving the merger.

Consolidation, Merger, Sale of Assets, etc. The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, wind up, liquidate or dissolve its affairs or agree to any merger merger, amalgamation or consolidation, or convey, sell, lease or otherwise dispose of all or any part of its operating properties, including any disposition as part of any sale-leaseback transactions except that this Section shall not prevent: (a) the sale and lease of inventory in the ordinary course of business; (b) the sale, transfer or other disposition of any tangible personal property that, in the reasonable judgment of the Borrower or its Restricted Subsidiaries, has become uneconomic, obsolete or worn out; (c) the sale, transfer, lease, or other disposition of Property of the Borrower and its Wholly-owned Owned Subsidiaries which are Restricted Subsidiaries to one another; (d) the merger of any Wholly-owned Owned Subsidiary with and into the Borrower or any other Wholly-owned Owned Subsidiary, provided that, (i) in the case of any merger involving the Borrower, the Borrower is the legal entity surviving the merger and (ii) in the case of any merger involving a Domestic Subsidiary which is a Restricted Subsidiary and a Foreign Subsidiary which is a Restricted Subsidiary, the such Domestic Subsidiary is the legal entity surviving the merger (provided, that in the case of a merger, amalgamation or consolidation between 7261489 Canada Inc. or Wabush Resources Inc. and Wabush Iron Co. Limited, either 7261489 Canada Inc. or Wabush Resources Inc. may be the surviving entity); (e) the sale, transfer, lease, or other disposition of Property of the Borrower or any Restricted Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Restricted Subsidiaries not more than U.S. $10,000,000 100,000,000 during any fiscal year of the Borrower; (f) the sale of Polymet Mining Corp. the assets or the common stock by the Borrowerof either Cliffs Erie or Golden West Resources Ltd.; (g) the sale of all of the stock of or all or substantially all of the assets of (i) Cliffs Synfuel Corp. and (ii) Lasco Development CorporationCorp.; (h) any Restricted Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, would not reasonably be expected to result in a Material Adverse Effect; (i) licenses or leases of real or personal property in the ordinary course of business so long as such licenses or leases do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower and its Restricted Subsidiaries; (j) licenses, sublicenses or similar transactions of intellectual property in the ordinary course of business so long as such licenses or sublicenses or similar transactions do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower and its Restricted Subsidiaries; (k) the sale or other disposition of those Investments permitted by clauses (f), (l) and (p) of the definition of Restricted Investments; and; (l) any merger or consolidation of the Borrower or any Restricted Subsidiary in connection with a Permitted Acquisition, provided that (i) subject to the following clause (ii), in the case of any merger involving any Wholly-owned Owned Subsidiary which is a Restricted Subsidiary, the such Wholly-owned Owned Subsidiary is the legal entity surviving the merger, (ii) in the case of any merger involving the Borrower, the Borrower is the legal entity surviving the merger, and (iii) in the case of any merger involving a Foreign Subsidiary which is a Restricted Subsidiary and a Domestic Subsidiary which is a Restricted Subsidiary, the such Domestic Subsidiary is the legal entity surviving the merger; (m) the sale, transfer, lease, or other disposition of Property of the Borrower or any Restricted Subsidiary, in any single transaction or series of related transactions, which are not sales, transfers, leases, or disposition of all or substantially all of the assets of the Borrower and its Restricted Subsidiaries, taken as a whole; provided that the Borrower shall be in pro forma compliance with Section 6.18 hereof and in the case of any sale, lease, transfer or other disposition in excess of $100,000,000 shall deliver to the Administrative Agent at least 3 Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to any such transaction a certificate confirming such pro forma compliance with Section 6.18; and (n) the plan of arrangement pursuant to the Arrangement Agreement.

Consolidation, Merger, Sale of Assets, etc. The Borrower Company will not, nor will it permit any of its Restricted Subsidiaries to, wind up, liquidate or dissolve its affairs or agree to any merger merger, amalgamation or consolidation, or convey, sell, lease or otherwise dispose of all or any part of its operating properties, including any disposition as part of any sale-sale leaseback transactions except that this Section shall not prevent: (a) the sale and lease of inventory in the ordinary course of business; (b) the sale, transfer or other disposition of any tangible personal property that, in the reasonable judgment of the Borrower Company or its Restricted Subsidiaries, has become uneconomic, obsolete or worn out; (c) the sale, transfer, lease, or other disposition of Property of the Borrower Company and its Wholly-owned Wholly Owned Subsidiaries which are Restricted Subsidiaries to one another; (d) the merger of any Wholly-owned Owned Subsidiary with and into the Borrower Company or any other Wholly-owned Owned Subsidiary, provided that, (i) in the case of any merger involving the BorrowerCompany, the Borrower Company is the legal entity surviving the merger and (ii) in the case of any merger involving a Domestic Subsidiary which is a Restricted Subsidiary and a Foreign Subsidiary which is a Restricted Subsidiary, the such Domestic Subsidiary is the legal entity surviving the merger (provided, that in the case of a merger, amalgamation or consolidation between 7261489 Canada Inc. or Wabush Resources Inc. and Wabush Iron Co. Limited, either 7261489 Canada Inc. or Wabush Resources Inc. may be the surviving entity); (e) the sale, transfer, lease, or other disposition of Property of the Borrower Company or any Restricted Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower Company and its Restricted Subsidiaries not more than U.S. $10,000,000 100,000,000 during any fiscal year of the BorrowerCompany; (f) the sale of Polymet Mining Corp. the assets or the common stock by the Borrowerof either Cliffs Erie or Golden West Resources Ltd.; (g) the sale of all of the stock of or all or substantially all of the assets of (i) Cliffs Synfuel Corp. and (ii) Lasco Development CorporationCorp.; (h) any Restricted Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, would not reasonably be expected to result in a Material Adverse Effect; (i) licenses or leases of real or personal property in the ordinary course of business so long as such licenses or leases do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower Company and its Restricted Subsidiaries; (j) licenses, sublicenses or similar transactions of intellectual property in the ordinary course of business so long as such licenses or sublicenses or similar transactions do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower Company and its Restricted Subsidiaries; (k) the sale or other disposition of those Investments permitted by clauses (f), (l) and (p) of the definition of Restricted Investments; and; (l) any merger or consolidation of the Borrower Company or any Restricted Subsidiary in connection with a Permitted Acquisition, provided that (i) subject to the following clause (ii), in the case of any merger involving any Wholly-owned Wholly Owned Subsidiary which is a Restricted Subsidiary, the Wholly-owned such Wholly Owned Subsidiary is the legal entity surviving the merger, (ii) in the case of any merger involving the BorrowerCompany, the Borrower Company is the legal entity surviving the merger, and (iii) in the case of any merger involving a Foreign Subsidiary which is a Restricted Subsidiary and a Domestic Subsidiary which is a Restricted Subsidiary, the such Domestic Subsidiary is the legal entity surviving the merger; and (m) the sale, transfer, lease, or other disposition of Property of the Company or any Restricted Subsidiary, in any single transaction or series of related transactions, which are not sales, transfers, leases, or disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries, taken as a whole; provided that the Company shall be in pro forma compliance with Section 6.18 hereof and in the case of any sale, lease, transfer or other disposition in excess of U.S. $100,000,000 shall deliver to the Administrative Agent at least 3 Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to any such transaction a certificate confirming such pro forma compliance with Section 6.18.

Consolidation, Merger, Sale of Assets, etc. The Borrower will not, nor will it not permit any of its Subsidiaries to, wind up, liquidate or dissolve its affairs or agree to any merger or consolidation, or convey, sell, lease or otherwise dispose of all or any part of its operating properties, including any disposition as part of any sale-leaseback transactions except that this Section shall not prevent: (a) the sale and lease of inventory in the ordinary course of business; (b) the sale, transfer or other disposition of any tangible personal property that, in the reasonable judgment of the Borrower or its Subsidiaries, has become uneconomic, obsolete or worn out; (c) the sale, transfer, lease, or other disposition of Property of the Borrower and its Wholly-owned Subsidiaries to one another; (d) the merger of any Wholly-owned Subsidiary with and into the Borrower or any other Wholly-owned Subsidiary, provided that, (i) in the case of any merger involving the Borrower, the Borrower is the legal entity surviving the merger and (ii) in the case of any merger involving a Domestic Subsidiary and a Foreign Subsidiary, the Domestic Subsidiary is the legal entity surviving the merger; (e) the sale, transfer, lease, or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Subsidiaries not more than U.S. $10,000,000 during any fiscal year of the Borrower; (f) the sale of Polymet Mining Corp. common stock by the Borrower; (g) the sale of all of the stock of or all or substantially all of the assets of (i) Cliffs Synfuel Corp. and (ii) Lasco Development Corporation; (h) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, would not reasonably be expected to result in a Material Adverse Effect; (ih) licenses or leases of real or personal property in the ordinary course of business so long as such licenses or leases do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries; (ji) licenses, sublicenses or similar transactions of intellectual property in the ordinary course of business so long as such licenses or sublicenses or similar transactions do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries; (kj) the sale or other disposition of those Investments permitted by clauses (f), (l) and (p) of the definition of Restricted Investments; and (lk) any merger or consolidation of the Borrower or any Subsidiary in connection with a Permitted Acquisition, provided that (i) subject to the following clause (ii), in the case of any merger involving any Wholly-owned Subsidiary, the Wholly-owned Subsidiary is the legal entity surviving the merger, (ii) in the case of any merger involving the Borrower, the Borrower is the legal entity surviving the merger, and (iii) in the case of any merger involving a Foreign Subsidiary and a Domestic Subsidiary, the Domestic Subsidiary is the legal entity surviving the merger.

Consolidation, Merger, Sale of Assets, etc. The Borrower Company will not, nor will it permit any of its Restricted Subsidiaries to, wind up, liquidate or dissolve its affairs or agree to any merger merger, amalgamation or consolidation, or convey, sell, lease or otherwise dispose of all or any part of its operating properties, including any disposition as part of any sale-sale leaseback transactions except that this Section shall not prevent: (a) the sale and lease of inventory in the ordinary course of business; (b) the sale, transfer or other disposition of any tangible personal property that, in the reasonable judgment of the Borrower Company or its Restricted Subsidiaries, has become uneconomic, obsolete or worn out; (c) the sale, transfer, lease, or other disposition of Property (i) of any Loan Party to another Loan Party, (ii) of any Subsidiary that is not a Loan Party to any Loan Party, (iii) of any Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party, provided that if the transferor under this clause (iii) is a Wholly-Owned Subsidiary, the transferee shall also be a Wholly-Owned Subsidiary, and (iv) of any Loan Party to any Wholly-Owned Subsidiary that is not a Loan Party, provided that if such transaction under this clause (iv) constitutes an Investment, such transaction is permitted under clause (k) of the Borrower and its Wholly-owned Subsidiaries to one anotherdefinition of “Restricted Investments; (d) the merger of any Wholly-owned Owned Subsidiary with and into the Borrower Company or any other Wholly-owned Owned Subsidiary, provided that, (i) in the case of any merger involving the BorrowerCompany, the Borrower Company is the legal entity surviving the merger and (ii) in the case of any merger involving a Domestic Subsidiary which is a Restricted Subsidiary and a Foreign Subsidiary which is a Restricted Subsidiary, the such Domestic Subsidiary is the legal entity surviving the merger (provided, that in the case of a merger, amalgamation or consolidation between 7261489 Canada Inc. or Wabush Resources Inc. and Wabush Iron Co. Limited, either 7261489 Canada Inc. or Wabush Resources Inc. may be the surviving entity); (e) [reserved];(i) the sale, transfer, lease, or other disposition of Property by any Canadian Entity, in any single transaction or series of related transactions, to a third party buyer or (ii) the Borrower wind-up, liquidation, dissolution, merger, amalgamation or consolidation of any Subsidiary Canadian Entity in connection with any sale, transfer, lease, or other disposition made pursuant to clause (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Subsidiaries not more than U.S. $10,000,000 during any fiscal year of the Borrowere)(i); (f) the sale of Polymet Mining Corp. common stock by the Borrower[reserved]; (g) the sale of all of the stock of or all or substantially all of the assets of (i) Cliffs Synfuel Corp. and (ii) Lasco Development Corporation[reserved]; (h) any Restricted Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, would not reasonably be expected to result in a Material Adverse Effect; (i) licenses or leases of real or personal property in the ordinary course of business so long as such licenses or leases do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower Company and its Restricted Subsidiaries; (j) licenses, sublicenses or similar transactions of intellectual property in the ordinary course of business so long as such licenses or sublicenses or similar transactions do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower Company and its Restricted Subsidiaries; (k) the sale or other disposition of those Investments permitted by clauses (f), (k), (l) and (p) of the definition of Restricted Investments; and; (l) any merger or consolidation of the Borrower Company or any Restricted Subsidiary in connection with a Permitted Acquisition, provided that (i) subject to the following clause (ii), in the case of any merger involving any Wholly-owned Wholly Owned Subsidiary which is a Restricted Subsidiary, the Wholly-owned such Wholly Owned Subsidiary is the legal entity surviving the merger, (ii) in the case of any merger involving the BorrowerCompany, the Borrower Company is the legal entity surviving the merger, and (iii) in the case of any merger involving a Foreign Subsidiary which is a Restricted Subsidiary and a Domestic Subsidiary which is a Restricted Subsidiary, the such Domestic Subsidiary is the legal entity surviving the merger; and (m) the sale, transfer, lease, or other disposition of Property of the Company or any Restricted Subsidiary, in any single transaction or series of related transactions, which are not sales, transfers, leases, or disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries, taken as a whole; provided that (i) the Company shall be in pro forma compliance with ‎‎Section 6.18 hereof and in the case of any sale, lease, transfer or other disposition in excess of U.S. $100,000,000 shall deliver to the Administrative Agent at least 3 Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to any such transaction a certificate confirming such pro forma compliance with ‎‎Section 6.18, (ii) no sale, transfer, lease or other disposition of iron ore assets in the United States or any Equity Interests in Joint Ventures or any other Person holding such iron ore assets in the United States shall be permitted under this clause (m) (other than the sale of the assets or the common stock of Cliffs Erie) and (iii) no sale, transfer, lease or other disposition of Property under this clause (m) shall be permitted if after giving effect thereto, Liens on any then-remaining existing Collateral will have to be released in order for CNTA Covered Indebtedness to be within the CNTA Basket (assuming for purposes of this determination that all such CNTA Covered Indebtedness was incurred at such time); provided that notwithstanding anything to the contrary set forth in any exception to this Section 6.14, in any case (1) the Company shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction (A) in reliance on the CNTA Basket or (B) that would require any Bonds to be equally and ratably secured with any other obligations and (2) the Company shall not permit any Guarantor to transfer any property or assets (other than cash to the extent otherwise permitted under the terms of this Agreement) to the Company.

Consolidation, Merger, Sale of Assets, etc. The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, wind up, liquidate or dissolve its affairs or agree to any merger or consolidation, or convey, sell, lease or otherwise dispose of all or any part of its operating properties, including any disposition as part of any sale-leaseback transactions except that this Section shall not prevent: (a) the sale and lease of inventory in the ordinary course of business; (b) the sale, transfer or other disposition of any tangible personal property that, in the reasonable judgment of the Borrower or its Restricted Subsidiaries, has become uneconomic, obsolete or worn out; (c) the sale, transfer, lease, or other disposition of Property of the Borrower and its Wholly-owned Owned Subsidiaries which are Restricted Subsidiaries to one another; (d) the merger of any Wholly-owned Owned Subsidiary with and into the Borrower or any other Wholly-owned Owned Subsidiary, provided that, (i) in the case of any merger involving the Borrower, the Borrower is the legal entity surviving the merger and (ii) in the case of any merger involving a Domestic Subsidiary which is a Restricted Subsidiary and a Foreign Subsidiary which is a Restricted Subsidiary, the such Domestic Subsidiary is the legal entity surviving the merger; (e) the sale, transfer, lease, or other disposition of Property of the Borrower or any Restricted Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Restricted Subsidiaries not more than U.S. $10,000,000 during any fiscal year of the Borrower; (f) the sale of Polymet Mining Corp. common stock by the BorrowerBorrower or the sale of interest in the Wabush Mines Joint Venture and the assets of Cliffs Erie; (g) the sale of all of the stock of or all or substantially all of the assets of (i) Cliffs Synfuel Corp. and (ii) Lasco Development Corporation; (h) any Restricted Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, would not reasonably be expected to result in a Material Adverse Effect; (i) licenses or leases of real or personal property in the ordinary course of business so long as such licenses or leases do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower and its Restricted Subsidiaries; (j) licenses, sublicenses or similar transactions of intellectual property in the ordinary course of business so long as such licenses or sublicenses or similar transactions do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower and its Restricted Subsidiaries; (k) the sale or other disposition of those Investments permitted by clauses (f), (l) and (p) of the definition of Restricted Investments; and; (l) any merger or consolidation of the Borrower or any Restricted Subsidiary in connection with a Permitted Acquisition, provided that (i) subject to the following clause (ii), in the case of any merger involving any Wholly-owned Owned Subsidiary which is a Restricted Subsidiary, the such Wholly-owned Owned Subsidiary is the legal entity surviving the merger, (ii) in the case of any merger involving the Borrower, the Borrower is the legal entity surviving the merger, and (iii) in the case of any merger involving a Foreign Subsidiary which is a Restricted Subsidiary and a Domestic Subsidiary which is a Restricted Subsidiary, the such Domestic Subsidiary is the legal entity surviving the merger; and (m) the sale, transfer, lease, or other disposition of Property of the Borrower or any Restricted Subsidiary, in any single transaction or series of related transactions, which are not sales, transfers, leases, or disposition of all or substantially all of the assets of the Borrower and its Restricted Subsidiaries, taken as a whole; provided that the Borrower shall be in pro forma compliance with Section 6.19 hereof and in the case of any sale, lease, transfer or other disposition in excess of $15,000,000 shall deliver to the Administrative Agent at least 10 Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to any such transaction a certificate confirming such pro forma compliance with Section 6.19.

Consolidation, Merger, Sale of Assets, etc. The Borrower Parent will not, nor and will it not permit the Borrower or any of its Subsidiaries to, Subsidiary Guarantor to wind up, liquidate or dissolve its affairs or agree to enter into any trans­action of merger or consolidation, or convey, sell, lease or otherwise dispose of (or agree to do any of the foregoing at any future time) all or any part substantially all of its operating propertiesassets or any of the Collateral, including any disposition as part of or enter into any sale-leaseback transactions involving any of the Collateral (or agree to do so at any future time), except that this Section shall not preventthat: (ai) the sale Subsidiary Guarantor which owns the Mortgaged Vessel may not sell, lease or otherwise dispose of the Mortgaged Vessel, unless the Net Cash Proceeds of such sale, lease or disposition are sufficient to repay all Loans in full; (ii) the Parent and lease of inventory its Subsidiaries may sell or discount, in each case with­out recourse and in the ordinary course of business; (b) the sale, transfer or other disposition of any tangible personal property that, in the reasonable judgment of the Borrower or its Subsidiaries, has become uneconomic, obsolete or worn out; (c) the sale, transfer, lease, or other disposition of Property of the Borrower and its Wholly-owned Subsidiaries to one another; (d) the merger of any Wholly-owned Subsidiary with and into the Borrower or any other Wholly-owned Subsidiary, provided that, (i) in the case of any merger involving the Borrower, the Borrower is the legal entity surviving the merger and (ii) in the case of any merger involving a Domestic Subsidiary and a Foreign Subsidiary, the Domestic Subsidiary is the legal entity surviving the merger; (e) the sale, transfer, lease, or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Subsidiaries not more than U.S. $10,000,000 during any fiscal year of the Borrower; (f) the sale of Polymet Mining Corp. common stock by the Borrower; (g) the sale of all of the stock of or all or substantially all of the assets of (i) Cliffs Synfuel Corp. and (ii) Lasco Development Corporation; (h) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, would not reasonably be expected to result in a Material Adverse Effect; (i) licenses or leases of real or personal property overdue accounts receivable arising in the ordinary course of business business, but only in connection with the compromise or col­lec­tion thereof consistent with customary industry practice (and not as part of any bulk sale); (A) any Subsidiary Guarantor may be merged into the Borrower, so long as such licenses all actions necessary or leases do not individually or in desirable to preserve, protect and maintain the aggregate interfere security interest and Lien of the Collateral Agent in any material respect with Collateral held by any Person involved in any such transaction are taken to the ordinary conduct satisfaction of the business Collateral Agent and (B) the Borrower and any other Subsidiary of the Borrower may transfer assets or lease to or acquire or lease assets from the Borrower and its Subsidiaries; (j) licensesany other Subsidiary of the Borrower, sublicenses or similar transactions any other Subsidiary of intellectual property the Borrower may be merged into the Borrower and any other Subsidiary of the Borrower, in the ordinary course of business each case so long as such licenses all actions necessary or sublicenses or similar transactions do not individually or in desirable to preserve, protect and maintain the aggregate interfere security interest and Lien of the Collateral Agent in any material respect with Collateral held by any Person involved in any such transaction are taken to the ordinary conduct satisfaction of the business of the Borrower and its Subsidiaries; (k) the sale or other disposition of those Investments permitted by clauses (f), (l) and (p) of the definition of Restricted InvestmentsCollateral Agent; and (liv) any merger or consolidation following a Collateral Disposition permitted by this Agreement, the Subsidiary Guarantor which owned the Collateral Vessel that is the subject of such Collateral Disposition may dissolve, provided, that (x) the Net Cash Proceeds from such Collateral Disposition shall be applied as required by Section 4.02, to repay the Loans, (y) all of the proceeds of such dissolution shall be paid only to the Borrower and (z) no Event of Default is continuing unremedied at the time of such dissolution. To the extent the Required Lenders waive the provisions of this Section 8.02 with respect to the sale of any Collateral, or any Subsidiary Collateral is sold as permitted by this Section 8.02, such Collateral shall be sold free and clear of the Liens created by the Security Documents, and the Administrative Agent and Collateral Agent shall be authorized to take any actions deemed appropriate in connection with a Permitted Acquisition, provided that (i) subject order to effect the foregoing. Notwithstanding anything to the following clause (ii), in the case of any merger involving any Wholly-owned Subsidiarycontrary contained above, the Wholly-owned Subsidiary is foregoing covenant shall not be violated as a result of sales of Margin Stock for cash at fair market value (as determined in good faith by the legal entity surviving Parent at the merger, (ii) in time of the case of any merger involving the Borrower, the Borrower is the legal entity surviving the merger, and (iii) in the case of any merger involving a Foreign Subsidiary and a Domestic Subsidiary, the Domestic Subsidiary is the legal entity surviving the mergerrespective sale).

Consolidation, Merger, Sale of Assets, etc. The Borrower will not, nor and will it not permit any of its Subsidiaries to, wind updirectly or indirectly, (i) consolidate with or merge into any other Person or permit any other Person to consolidate with or merge into it, liquidate except that: (a) any Subsidiary of the Borrower may consolidate with or dissolve merge into the Borrower or a Wholly-Owned Subsidiary of the Borrower if the Borrower or a Wholly-Owned Subsidiary of the Borrower, as the case may be, shall be the surviving Person; and (b) any entity (other than a Subsidiary of the Borrower) may consolidate with or merge into the Borrower or a Subsidiary if the Borrower or a Subsidiary of the Borrower, as the case may be, shall be the surviving Person and if, immediately after giving effect to such transaction, (I) the Borrower and its affairs Subsidiaries (x) shall not have a Consolidated Net Worth, determined in accordance with GAAP applied on a basis consistent with the consolidated financial statements of the Borrower most recently delivered pursuant to Section 7A.1, of less than the Consolidated Net Worth of the Borrower immediately prior to the effectiveness of such transaction, satisfaction of this requirement to be set forth in reasonable detail in an Officers' Certificate delivered to each holder of a Note at the time of such transaction, and (y) could incur at least $1.00 of additional Indebtedness in compliance with Section 7B.1 and clause (xiv) of Section 7B.2, (II) substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole, shall be located and substantially all of their business shall be conducted within the continental United States of America or agree to Canada and (III) no Default, Event of Default or Noncompliance Event shall exist and be continuing; (ii) sell, lease, abandon or otherwise dispose of all or substantially all its assets, except that any merger or consolidation, or convey, Subsidiary of the Borrower may sell, lease or otherwise dispose of all or substantially all its assets to the Borrower or to a Wholly-Owned Subsidiary of the Borrower; or (iii) sell, lease, convey, abandon or otherwise dispose of (including, without limitation, in connection with a Sale and Lease-Back Transaction) any part of its operating propertiesassets (except in a transaction permitted by clause (i)(a), including any disposition as part (i)(b), (i)(c), (ii)(a) or (ii)(b) of any sale-leaseback transactions except that this Section shall not prevent: (a) the sale and lease 7B.7 or sales of inventory in the ordinary course of businessbusiness consistent with past practice) or issue or sell Capital Stock of any Subsidiary of the Borrower, whether in a single transaction or a series of related transactions (each of the foregoing non-excepted transactions, an "Asset Sale"), unless: (a) immediately after giving effect to such proposed disposition no Default, Event of Default or Noncompliance Event shall exist and be continuing, satisfaction of this requirement to be set forth in reasonable detail in an Officer's Certificate delivered to each holder of a Note at the time of such transaction in the case of any Asset Sale involving assets that generates EBITDA and such Asset Sale involves consideration of $250,000 or more; (b) such sale or other disposition is for cash consideration or for consideration consisting of not less than 75% cash and not more than 25% interest-bearing promissory notes; provided, that the sale, transfer 75% limitation referred to in this clause (b) shall not apply to any Asset Sale consisting solely of a sale or other disposition of any tangible personal property that, in land and buildings for an interest bearing promissory note as long as the reasonable judgment amount of the Borrower or its Subsidiaries, has become uneconomic, obsolete or worn outsuch promissory note does not exceed $250,000; (c) the sale, transfer, lease, or other disposition of Property one of the Borrower and its Wholly-owned Subsidiaries to one another; (d) the merger of any Wholly-owned Subsidiary with and into the Borrower or any other Wholly-owned Subsidiary, provided that, (i) in the case of any merger involving the Borrower, the Borrower is the legal entity surviving the merger and (ii) in the case of any merger involving a Domestic Subsidiary and a Foreign Subsidiary, the Domestic Subsidiary is the legal entity surviving the merger; (e) the sale, transfer, lease, or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Subsidiaries not more than U.S. $10,000,000 during any fiscal year of the Borrower; (f) the sale of Polymet Mining Corp. common stock by the Borrower; (g) the sale of all of the stock of or all or substantially all of the assets of (i) Cliffs Synfuel Corp. and (ii) Lasco Development Corporation; (h) any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, would not reasonably following two conditions must be expected to result in a Material Adverse Effect; (i) licenses or leases of real or personal property in the ordinary course of business so long as such licenses or leases do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries; (j) licenses, sublicenses or similar transactions of intellectual property in the ordinary course of business so long as such licenses or sublicenses or similar transactions do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries; (k) the sale or other disposition of those Investments permitted by clauses (f), (l) and (p) of the definition of Restricted Investments; and (l) any merger or consolidation of the Borrower or any Subsidiary in connection with a Permitted Acquisition, provided that (i) subject to the following clause (ii), in the case of any merger involving any Wholly-owned Subsidiary, the Wholly-owned Subsidiary is the legal entity surviving the merger, (ii) in the case of any merger involving the Borrower, the Borrower is the legal entity surviving the merger, and (iii) in the case of any merger involving a Foreign Subsidiary and a Domestic Subsidiary, the Domestic Subsidiary is the legal entity surviving the merger.satisfied:

Consolidation, Merger, Sale of Assets, etc. The Borrower Parent will not, nor and will it not permit any of its Restricted Subsidiaries to, wind up, liquidate or dissolve its affairs or agree to any merger merge or consolidationconsolidate, or convey, sell, lease or otherwise dispose of all or any part of its operating propertiesProperty, including any disposition as part of any sale-leaseback transactions except that this Section 6.16 shall not prevent: (a) the sale and lease of inventory in the ordinary course of business; (b) the sale, transfer or other disposition of any tangible personal property Property (including, but not limited to, the abandonment or allowing to lapse of intellectual property) that, in the reasonable judgment of the Borrower Parent or its Restricted Subsidiaries, has become uneconomic, obsolete or worn outout or is no longer useful in its business; (c) the sale, transfer, lease, or other disposition of Property of the Borrower Parent and its Wholly-owned Restricted Subsidiaries to one another; provided that the fair market value of any Property in respect of any such sale, transfer, lease, or other disposition made by any Loan Party to any Restricted Subsidiary which is not a Loan Party plus the fair market value of any Loan Party that is merged with and into any Restricted Subsidiary that is not a Loan Party pursuant to a merger permitted by Section 6.16(d) hereof shall not exceed $150 million in the aggregate during the term of this Agreement; (d) the merger merger, consolidation or amalgamation of any Wholly-owned Restricted Subsidiary with and into Parent, the Borrower or any other Wholly-owned Restricted Subsidiary, ; provided that, (i) in the case of any merger or consolidation involving Parent or the Borrower, (i) Parent or the Borrower Borrower, as applicable, is the legal entity surviving the merger or consolidation and (ii) such surviving entity is organized under the Applicable Laws of the United States, any state thereof, or the District of Columbia; and provided further that the fair market value of any Loan Party that is merged, consolidated or amalgamated with and into any Restricted Subsidiary which is not a Loan Party plus the fair market value of any Property in respect of any sale, transfer, lease, or other disposition by a Loan Party to a Restricted Subsidiary which is not a Loan Party permitted by Section 6.16(c) hereof shall not exceed $150 million in the aggregate during the term of this Agreement; (e) the disposition or sale of Cash Equivalents; (f) any Restricted Subsidiary may dissolve if Parent determines in good faith that such dissolution is in the best interests of Parent, such dissolution is not disadvantageous to the Lenders and Parent or any Restricted Subsidiary receives any assets of such dissolved Subsidiary, subject in the case of any merger involving a Domestic Subsidiary dissolution of a Loan Party that results in a distribution of assets to a non-Loan Party to the limitations set forth in the provisos in each of clauses (c) and a Foreign Subsidiary, the Domestic Subsidiary is the legal entity surviving the merger(d) above; (eg) the sale, transfer, lease, or other disposition of Property of the Borrower Parent or any Restricted Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower Parent and its Restricted Subsidiaries not more than U.S. $10,000,000 50 million during any fiscal year of the Borrower; (f) the sale of Polymet Mining Corp. common stock by the Borrower; (g) the sale of all of the stock of or all or substantially all of the assets of (i) Cliffs Synfuel Corp. and (ii) Lasco Development CorporationParent; (h) any Subsidiary may dissolvethe lease, liquidate sublease, license (or wind up its affairs at any time; provided that such dissolution, liquidation cross-license) or winding up, as applicable, would not reasonably be expected to result in a Material Adverse Effect; sublicense (ior cross-sublicense) licenses or leases of real or personal property in the ordinary course of business so long as such licenses or leases do not individually or in the aggregate interfere in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiariesbusiness; (ji) licenses, sublicenses or similar transactions the disposition of intellectual property rights (to the extent constituting discontinuing the use or maintenance of, failing to pursue, or otherwise abandon, allowing to lapse, terminating or putting into the public domain, any intellectual property), in each case, in the ordinary course of business so long as or if Parent or any Restricted Subsidiary determines in its reasonable business judgment that such licenses disposed of intellectual property is no longer economical or sublicenses of strategic benefit; (j) the sale, transfer or other disposal of property (including like-kind exchanges) to the extent that (i) such property is exchanged for credit against the purchase price of similar transactions do not individually replacement property or in (ii) the aggregate interfere in any material respect with proceeds of such disposition are promptly applied to the ordinary conduct purchase price of the business of the Borrower and its Subsidiariessuch replacement property; (k) the sale sale, transfer or other disposition disposal of those Investments permitted by clauses (f)investments in joint ventures to the extent required by, (l) and (p) of or made pursuant to customary buy/sell arrangements between, the definition of Restricted Investments; andjoint venture parties set forth in joint venture arrangements or similar binding arrangements; (l) any merger or consolidation transaction permitted by Section 6.17; (m) the Transactions (to the extent prohibited by this Section 6.16) and the sale of Property of Loan Parties to non-Loan Party Subsidiaries as part of the Borrower Intercompany Transactions; (n) the unwinding of any Hedge Agreement; (o) the disposition of any asset between or any Subsidiary among Parent and/or its Restricted Subsidiaries as a substantially concurrent interim disposition in connection with a Permitted Acquisitiondisposition otherwise permitted pursuant to clauses (a) through (t) (other than this clause (o) and clause (r)) of this Section 6.16; (p) the sale, provided that transfer or other disposition of Property of Parent or any Restricted Subsidiary for fair market value so long as (i) subject with respect to dispositions in an aggregate amount in excess of the greater of $50 million and 0.25% of Consolidated Total Assets (measured as of the date of such sale, transfer or other disposition and based upon the financial statements most recently delivered on or prior to such date pursuant to Section 6.1, but giving effect to any Specified Transaction occurring thereafter and on or prior to the date of determination), at least 75.00% of the consideration for such disposition shall consist of cash or Cash Equivalents (provided that, for purposes of the 75.00% cash consideration requirement, (w) the amount of any Indebtedness or other liabilities of Parent or any Restricted Subsidiary (as shown on such person’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such disposition, (y) any securities received by Parent or such Restricted Subsidiary from such transferee that are converted by Parent or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) following the closing of the applicable disposition and (z) any Designated Non-Cash Consideration received in respect of such disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (ii)z) that is at that time outstanding, not in excess of the greater of $75 million and 0.25% of Consolidated Total Assets, in each case, shall be deemed to be cash) and (ii) no Event of Default has occurred and is continuing or would result therefrom (determined at the case time of the agreement); (q) the sale, transfer or other disposition of any merger involving assets acquired in connection with any Whollyacquisition permitted under this Agreement (including any Permitted Acquisition) so long as (i) such disposition is made or contractually committed to be made within three hundred and sixty-owned Subsidiary, five (365) days of the Wholly-owned date such assets were acquired by Parent or such Subsidiary is or such later date as Parent and the legal entity surviving the mergerAdministrative Agent may agree, (ii) Parent and its Restricted Subsidiaries are in compliance, on a Pro Forma Basis, with the case of any merger involving leverage ratio required under the Borrower, the Borrower is the legal entity surviving the merger, Parent Financial Covenants and (iii) with respect to dispositions in an aggregate amount in excess of the case greater of $50 million and 0.25% of Consolidated Total Assets (measured as of the date of such sale, transfer or other disposition and based upon the financial statements most recently delivered on or prior to such date pursuant to Section 6.1, but giving effect to any Specified Transaction occurring thereafter and on or prior to the date of determination), at least 75.00% of the consideration for such disposition shall consist of cash or Cash Equivalents (subject to the exceptions listed in clauses (w) through (z) of Section 6.16(p) above); (r) the sale, transfer or other disposition (i) of any merger involving assets required by any antitrust authority or other regulatory authority in connection with the ▇▇▇▇▇▇▇▇ Acquisition or (ii) that are part of any intercompany restructuring in connection with requirements imposed by the Ministry of Commerce of the People’s Republic of China within 24 months of the Closing Date (the “MOFCOM Restructuring”); (s) dispositions of property pursuant to one or more sale-leaseback transactions in an amount not to exceed $200 million and dispositions of precious metals and/or commodities in connection with Indebtedness permitted under Section 6.14(d)(ii); and (t) transfers of condemned property as a Foreign Subsidiary result of the exercise of “eminent domain” or other similar powers to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of property that have been subject to a Domestic Subsidiarycasualty to the respective insurer of such real property as part of an insurance settlement. To the extent any Collateral is disposed of as expressly permitted by this Section 6.16 to any Person other than a Loan Party, such Collateral shall automatically be sold free and clear of the Domestic Subsidiary is Liens created by the legal entity surviving Loan Documents, and the mergerAdministrative Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing.