Common use of Cleveland Clause in Contracts

Cleveland. Cliffs shall provide the Trustee with all information requested by the Trustee for purposes of determining payments to the Indemnitees as provided in Section 2. Upon the failure of Cleveland-Cliffs or any Indemnitee to provide any such information requested by the trustee for purposes of determining payments to the Indemnitees as provided in Section 2, the Trustee shall, to the extent necessary in the sole judgment of the Trustee, (i) compute the amount payable hereunder to any Indemnitee; and (ii) notify Cleveland-Cliffs and the Indemnitee in writing of its computations. Thereafter this Trust Agreement No. 6 shall be construed as to the Trustee's duties and obligation hereunder in accordance with such Trustee determinations without further action; provided, however, that no such determinations shall in any way diminish the rights of the Indemnitees hereunder or under the Indemnification Agreement, and provided, further, that no such determination shall be deemed to modify this Trust Agreement No. 6 or any Indemnification Agreement. (c) Amendments to Exhibit C may be made by Cleveland-Cliffs at any time prior to the date of a Change of Control. On or after such date, no amendment to Exhibit C may 13 13 be made, other than to designate a different address pursuant to Section 14 hereof. 10.

Cleveland. Cliffs shall provide the Trustee with all information requested by the Trustee for purposes of determining payments to the Indemnitees Trust Beneficiaries or withholding of taxes as provided in Section 2. Upon the failure of Cleveland-Cliffs or any Indemnitee Trust Beneficiary to provide any such information requested by the trustee for purposes of determining payments to the Indemnitees as provided in Section 2information, the Trustee shall, to the extent necessary in the sole judgment of the Trustee, (i) compute the amount payable hereunder to any IndemniteeTrust Beneficiary; and (ii) notify Cleveland-Cliffs and the Indemnitee Trust Beneficiary in writing of its computations. Thereafter this Trust Agreement No. 6 shall be construed construded as to the Trustee's duties and obligation obligations hereunder in accordance with such Trustee determinations without further action; provided, however, that no such determinations shall in any way diminish the rights of the Indemnitees any Trust Beneficiary hereunder or under the Indemnification applicable Agreement, ; and provided, further, that no such determination determinations shall be deemed to modify this Trust Agreement No. 6 or any Indemnification Agreement. (c) Amendments to Exhibit C At such times as may be made by in the judgment of Cleveland-Cliffs at any time prior be appropriate, Cleveland-Cliffs shall furnish to the date of a Change of Control. On or after such date, no Trustee any amendment to Exhibit C may 13 13 A for the purpose of the addition of additional Executives (or the deletion of Executives who (together with their Trust Beneficiaries) have no Benefits currently due or payable in the future) to Exhibit A; provided, however, that no such amendment shall be made, other than to designate a different address pursuant to Section 14 hereofmade after the Irrevocability Date. 10.16 16

Cleveland. Cliffs shall provide the Trustee with all information requested by the Trustee for purposes of determining payments to the Indemnitees as provided in Section 2. Upon the failure of Cleveland-Cliffs or any Indemnitee to provide any such information requested by the trustee Trustee for purposes of determining payments to the Indemnitees as provided in Section 2, the Trustee shall, to the extent necessary in the sole judgment of the Trustee, (i) compute the amount payable hereunder to any Indemnitee; and (ii) notify Cleveland-Cliffs and the Indemnitee in writing of its computations. Thereafter this Trust Agreement No. 6 2 shall be construed as to the Trustee's duties and obligation hereunder in accordance with such Trustee determinations without further action; provided, however, that no such determinations shall in any way diminish the rights of the Indemnitees hereunder or under the Indemnification AgreementExecutive Agreements, Severance Plan or Retention Plan, and provided, further, that no such determination shall be deemed to modify this Trust Agreement No. 6 2 or any Indemnification Executive Agreement, the Severance Plan, or the Retention Plan. (c) Amendments to Exhibit C At such times as may be made by in the judgment of Cleveland-Cliffs at any time prior be appropriate, Cleveland-Cliffs shall furnish to the date of a Change of Control. On or after such date, no Trustee any amendment to Exhibit C may 13 13 A for the purpose of the addition of Indemnitees to Exhibit A (or the deletion of Indemnitees from Exhibit A who are not currently and shall not in the future be madeentitled to Expenses); provided, other than to designate a different address pursuant to Section 14 hereof. 10.however, that 15 15