Common use of Business and Property Clause in Contracts

Business and Property. No Restricted Party shall: (a) effect any material change in its business, being the exploration, the development, construction and operation of mining properties and any operation relating to mining, including mining activities pursuant to Contracts with third party mine operators, and the distribution, hedging (to the extent not prohibited by Section 7.5(3)), trading, exchange and sale of any products produced from or in connection with such mining properties; (b) acquire any material Property of any Person, except for: (i) Property acquired through capital expenditures that do not contravene any other provision of this Agreement; (ii) Property acquired through transactions permitted in Section 7.5(4)(c); (iii) Property acquired through transactions contemplated in the definition of Permitted Liens; and (iv) acquisitions of inventory in the Ordinary Course for the purpose of carrying on its business; (c) enter into any transaction, or any series of related transactions, by which it directly or indirectly, by means of a takeover bid, tender offer, purchase of Property, purchase of Equity Interests or other securities or otherwise (A) acquires any ongoing business or all or substantially all of the Property of any Person, (B) acquires Equity Interests or other securities of a Person, or (C) acquires an ownership interest in any partnership, joint venture, limited liability company, business trust or other Person, except if: (i) the business or Person referred to in (A), (B) or (C) above is in the mining industry; (ii) no Default has occurred and is continuing or would result from the acquisition; and (iii) the Borrower provides the Agent with evidence satisfactory to the Agent to demonstrate that the transaction or transactions will not cause a Default, including demonstrating on a pro forma basis that the Borrower is and will continue to be in compliance with Section 7.1 after completion of the acquisition, taking into account Debt arising from the acquisition; (d) have any Subsidiaries or hold or acquire Equity Interests or other securities of, or make investments in, any other Person except: (i) other Restricted Parties as specified on SCHEDULE B as of the date of this Agreement; (ii) Subsidiaries, Equity Interests and other securities acquired through transactions permitted in Section 7.5(4)(c); (iii) securities held for investment purposes under the terms of Pension Plans, provided that the securities are held in strict compliance with all Applicable Laws; (iv) the Equity Interests in any other Persons that it owns as at the date of this Agreement as specified in SCHEDULE B; (v) Equity Interests that it acquires as part of the consideration for a disposition permitted by Section 7.5(4)(e)(ii); and (vi) notwithstanding the foregoing, Equity Interests in Non-Recourse Subsidiaries and other Persons that are not Restricted Parties, provided that the investment by all Restricted Parties in those Persons after the date of this Agreement is not more than US $75,000,000 in any fiscal year of the Borrower and not more than US$150,000,000 during the term of this Agreement; (e) permit any sale, lease, sale and lease-back or other disposition of the whole or any part of its Property except for: (i) sales of inventory and obsolete or redundant equipment in the Ordinary Course; (ii) dispositions of any or all of the Property described in SCHEDULE J; (iii) dispositions of mining claims in the Ordinary Course for aggregate proceeds net of expenses for all such dispositions by all Restricted Parties of not more than US $50,000,000 in any fiscal year; (iv) dispositions of Equity Interests in Non-Recourse Subsidiaries; (v) dispositions of Equity Interests in any other Person that is not a Restricted Party, if the proceeds of any disposition or series of related dispositions does not exceed US $50,000,000; (f) enter into any transaction of any kind with any Affiliate or Associate, or Person of which it is an Associate, other than another Restricted Party, except on a commercially reasonable basis as if it were dealing with such Person on an arm’s length basis.

Business and Property. No Restricted Party shall: (a) effect any material change in its business, being the exploration, the development, construction and operation of mining properties and any operation relating to mining, including mining activities pursuant to Contracts with third party mine operators, and the distribution, hedging (to the extent not prohibited by Section 7.5(3)), trading, exchange and sale of any products produced from or in connection with such mining properties; (b) acquire any material Property of any Person, except for: (i) Property acquired through capital expenditures that do not contravene any other provision of this Agreement; (ii) Property acquired through transactions permitted in Section 7.5(4)(c); (iii) Property acquired through transactions contemplated in the definition of Permitted Liens; and (iv) acquisitions of inventory in the Ordinary Course for the purpose of carrying on its business; (c) enter into any transaction, or any series of related transactions, by which it directly or indirectly, by means of a takeover bid, tender offer, purchase of Property, purchase of Equity Interests or other securities or otherwise (A) acquires any ongoing business or all or substantially all of the Property of any Person, (B) acquires Equity Interests or other securities of a Person, or (C) acquires an ownership interest in any partnership, joint venture, limited liability company, business trust or other Person, except if: (i) the business or Person referred to in (A), (B) or (C) above is in the mining industry; (ii) no Default has occurred and is continuing or would result from the acquisition; and (iii) the Borrower provides the Agent with evidence satisfactory to the Agent to demonstrate that the transaction or transactions will not cause a Default, including demonstrating on a pro forma basis that the Borrower is and will continue to be in compliance with Section 7.1 after completion of the acquisition, taking into account Debt arising from the acquisition; (d) have any Subsidiaries or hold or acquire Equity Interests or other securities of, or make investments in, any other Person except: (i) other Restricted Parties as specified on SCHEDULE B as of the date of this AgreementB; (ii) Subsidiaries, Equity Interests and other securities acquired through transactions permitted in Section 7.5(4)(c); (iii) securities held for investment purposes under the terms of Pension Plans, provided that the securities are held in strict compliance with all Applicable Laws; (iv) the Equity Interests in any other Persons that which it owns as at the date of this Agreement as specified in SCHEDULE B; (v) Equity Interests that it acquires as part of the consideration for a disposition permitted by Section 7.5(4)(e)(ii); and (vi) notwithstanding the foregoing, Equity Interests in Non-Recourse Excluded Subsidiaries only as expressly permitted by this Agreement and other Persons that are not Restricted Parties, provided that with the investment by all Restricted Parties limited to the amount invested at the time the Excluded Subsidiary became an Excluded Subsidiary, plus an aggregate investment by all Restricted Parties in those Persons after the date all Excluded Subsidiaries of this Agreement is not more than US $75,000,000 20,000,000 in any fiscal year of the Borrower and not more than US$150,000,000 during the term of this Agreementyear; (e) permit any sale, lease, sale and lease-back or other disposition of the whole or any part of its Property except for: (i1) sales of inventory and obsolete or redundant equipment in the Ordinary Course; (ii) dispositions of any or all of the Property described in SCHEDULE J; (iii) dispositions of mining claims in the Ordinary Course for aggregate proceeds net of expenses for all such dispositions by all Restricted Parties of not more than US $50,000,000 in any fiscal year; (iv) dispositions of Equity Interests in Non-Recourse Subsidiaries; (v) dispositions of Equity Interests in any other Person that is not a Restricted Party, if the proceeds of any disposition or series of related dispositions does not exceed US $50,000,000; (f) enter into any transaction of any kind with any Affiliate or Associate, or Person of which it is an Associate, other than another Restricted Party, except on a commercially reasonable basis as if it were dealing with such Person on an arm’s length basis.

Business and Property. No Restricted Party Obligor shall: (a) effect any material change in its business, being the exploration, the development, construction and operation of niobium mining properties and any operation relating to niobium mining, including mining activities pursuant to Contracts with third party mine operators, and the distribution, hedging (to the extent not prohibited by Section 7.5(3)), trading, exchange and sale of any products produced from or in connection with such its mining properties; (b) acquire any material Property of any Person, except for: (i) Property acquired through capital expenditures that do not contravene any other provision of this Agreement; (ii) Property acquired through transactions permitted contemplated in Section 7.5(4)(c); (iii) Property acquired through transactions contemplated in the definition of Permitted Liens; and (iv) acquisitions of inventory in the Ordinary Course for the purpose of carrying on its business; (c) enter into any transaction, or any series of related transactions, by which it directly or indirectly, by means of a takeover bid, tender offer, purchase of Property, purchase of Equity Interests or other securities or otherwise (A) acquires any ongoing business or all or substantially all of the Property of any Person, (B) acquires Equity Interests or other securities of a Person, or (C) acquires an ownership interest in any partnership, joint venture, limited liability company, business trust or other Person, except if: (i) the business or Person referred to in (A), (B) or (C) above is in the mining industry; (ii) no Default has occurred and is continuing or would result from the acquisition; and (iii) the Borrower provides the Agent with evidence satisfactory to the Agent to demonstrate that the transaction or transactions will not cause a Default, including demonstrating on a pro forma basis that the Borrower is and will continue to be in compliance with Section 7.1 after completion of the acquisition, taking into account Debt arising from the acquisition; (d) have any Subsidiaries or hold or acquire Equity Interests or other securities of, or make investments in, any other Person except: except (i) other Restricted Parties as specified on SCHEDULE B as Equity Interests of a Subsidiary that is wholly-owned by the Borrower, directly or indirectly, that is newly established after the date of this Agreement; , that has no material Property at the time it is established and to which Property of another Obligor is transferred pursuant to a plan for the better operation or organization of the business referred to in Section 7.5(4)(a), (ii) SubsidiariesCash Equivalents, and (iii) Equity Interests or other securities issued by a Person that, in aggregate, constitute less than 10% of the voting rights and economic interests of the Person, provided that the aggregate cost of all such Equity Interests and other securities acquired through transactions permitted in Section 7.5(4)(c); (iii) securities held for investment purposes under the terms of Pension Plans, provided that the securities are held in strict compliance with all Applicable Laws; (iv) the Equity Interests in any other Persons that it owns as at the date of this Agreement as specified in SCHEDULE B; (v) Equity Interests that it acquires as part of the consideration for a disposition permitted by Section 7.5(4)(e)(ii); and (vi) notwithstanding the foregoing, Equity Interests in Non-Recourse Subsidiaries and other Persons that are not Restricted Parties, provided that the investment by all Restricted Parties in those Persons after the date of this Agreement is not more than US $75,000,000 in any fiscal year of the Borrower and not more than US$150,000,000 Obligors during the term of this AgreementAgreement does not exceed US $50,000,000 and proceeds of Advances are not used for any such acquisition; (ed) permit any sale, lease, sale and lease-back or other disposition of the whole or any part of its Property except for: (i) for sales of inventory and obsolete or redundant equipment in the Ordinary Course; (ii) dispositions of any or all of the Property described in SCHEDULE J; (iii) dispositions of mining claims in the Ordinary Course for aggregate proceeds net of expenses for all such dispositions by all Restricted Parties of not more than US $50,000,000 in any fiscal year; (iv) dispositions of Equity Interests in Non-Recourse Subsidiaries; (v) dispositions of Equity Interests in any other Person that is not a Restricted Party, if the proceeds of any disposition or series of related dispositions does not exceed US $50,000,000; (fe) enter into any transaction of any kind with any Affiliate or Associate, or Person of which it is an Associate, other than another Restricted PartyObligor or IMG, except on a commercially reasonable basis as if it were dealing with such Person on an arm’s length basis.

Business and Property. No Restricted Party shall: (a) effect any material change in its business, being the exploration, the development, construction and operation of mining properties and any operation relating to mining, including mining activities pursuant to Contracts with third party mine operators, and the distribution, hedging (to the extent not prohibited by Section 7.5(3)), trading, exchange and sale of any products produced from or in connection with such mining properties, and any business that is the same, similar or otherwise reasonably related, ancillary or complementary thereto; (b) acquire any material Property of any Person, except for: (i) Property acquired through capital expenditures that do not contravene any other provision of this Agreement; (ii) Property acquired through transactions permitted in Section 7.5(4)(c); (iii) Property acquired through transactions contemplated in the definition of Permitted Liens; and (iv) acquisitions of inventory in the Ordinary Course for the purpose of carrying on its business; (c) enter into any transaction, or any series of related transactions, by which it directly or indirectly, by means of a takeover bid, tender offer, purchase of Property, purchase of Equity Interests or other securities or otherwise (A) acquires any ongoing business or all or substantially all of the Property of any Person, (B) acquires Equity Interests or other securities of a Person, or (C) acquires an ownership interest in any partnership, joint venture, limited liability company, business trust or other Person, except if: (i) the business or Person referred to in (A), (B) or (C) above is in the mining industrysame lines of business as the lines of business carried on by the Restricted Parties as described in Section 7.5(4)(a); (ii) the business or Person referred to in (A), (B) or (C) above is, at the time of the transaction, in a Permitted Jurisdiction; (iii) no Default has occurred and is continuing or would result from the acquisition; and; (iiiiv) the Borrower provides the Agent with evidence satisfactory to the Agent to demonstrate that the transaction or transactions will not cause a Default, including demonstrating on a pro forma basis that the Borrower is and will continue to be in compliance with Section 7.1 after completion of the acquisition, taking into account Debt arising from the acquisition; and (v) with respect to any transaction involving cash consideration exceeding US $150,000,000, the Agent has been provided at least 10 days prior to the closing of the transaction with a pro forma Compliance Certificate accompanied by a description of the proposed transaction and the financial statements of the target; (d) have any Subsidiaries or hold or acquire Equity Interests or other securities of, or make investments in, any other Person except: (i) other Restricted Parties as specified on SCHEDULE Schedule B as of the date of this AgreementAgreementFifth Amendment Effective Date; (ii) Subsidiaries, Equity Interests and other securities acquired or created through transactions permitted in Section 7.5(4)(c); (iii) securities held for investment purposes under the terms of Pension Plans, provided that the securities are held in strict compliance with all Applicable Laws; (iv) the Equity Interests in any other Persons that it owns as at the date of this Agreement AgreementFifth Amendment Effective Date as specified in SCHEDULE Schedule B; (v) Equity Interests that it acquires as part of the consideration for a disposition permitted by Section 7.5(4)(e)(ii); and; (vi) notwithstanding the foregoing, Equity Interests in Non-Recourse Subsidiaries, provided that the investment by all Restricted Parties in Non-Recourse Subsidiaries and is not more than US $100,000,000 in any fiscal year of the Borrower; (vii) Equity Interests in other Persons that are not Restricted PartiesPersons, provided that the investment by all Restricted Parties in those Persons after the date of this Agreement is not more than US $75,000,000 50,000,000 in any fiscal year of the Borrower and not more than US$150,000,000 during the term of this Agreement;Borrower; and (viii) investments in Cash Equivalents. (e) permit any sale, lease, sale and lease-back or other disposition of the whole or any part of its Property except for: (i) sales of inventory and obsolete or redundant equipment in the Ordinary Course; (ii) dispositions of any or all of the Property described in SCHEDULE JSchedule H; (iii) dispositions of mining claims in the Ordinary Course for aggregate proceeds net of expenses for all such dispositions by all Restricted Parties of not more than US $50,000,000 100,000,000 in any fiscal year; (iv) dispositions of Equity Interests in Non-Recourse Subsidiaries; (v) dispositions of Equity Interests marketable securities (including Cash Equivalents) in the Ordinary Course, subject to any restrictions on dispositions in Schedule H; (vi) dispositions of any Property from a Restricted Party that has not granted Security over its assets to another Restricted Party; (vii) dispositions of any Property from an Obligor that has granted Security over its assets to another Obligor that has granted Security over its assets; (viii) leases of real property or personal property entered into in the Ordinary Course; and (ix) dispositions at fair market value not contemplated in any other Person of the foregoing paragraphs provided that is not a Restricted Party, if the proceeds aggregate book value of any disposition or series the assets so disposed of related dispositions does must not exceed US $50,000,000100,000,000 per fiscal year; (f) enter into any transaction of any kind with any Affiliate or Associate, or Person of which it is an Associate, other than another Restricted Party, except on a commercially reasonable basis as if it were dealing with such Person on an arm’s 's length basis.

Business and Property. No Restricted Party shall: (a) effect any material change in its business, being the exploration, the development, construction and operation of mining properties and any operation relating to mining, including mining activities pursuant to Contracts with third party mine operators, and the distribution, hedging (to the extent not prohibited by Section 7.5(3)), trading, exchange and sale of any products produced from or in connection with such mining properties; (b) acquire any material Property of any Person, except for: (i) Property acquired through capital expenditures that do not contravene any other provision of this Agreement; (ii) Property acquired through transactions permitted in Section 7.5(4)(c); (iii) Property acquired through transactions contemplated in the definition of Permitted Liens; and (iv) acquisitions of inventory in the Ordinary Course for the purpose of carrying on its business; (c) enter into any transaction, or any series of related transactions, by which it directly or indirectly, by means of a takeover bid, tender offer, purchase of Property, purchase of Equity Interests or other securities or otherwise (A) acquires any ongoing business or all or substantially all of the Property of any Person, (B) acquires Equity Interests or other securities of a Person, or (C) acquires an ownership interest in any partnership, joint venture, limited liability company, business trust or other Person, except if: (i) the business or Person referred to in (A), (B) or (C) above is in the mining industrysame lines of business as the lines of business carried on by the Restricted Parties as described in Section 7.5(4)(a); (ii) the business or Person referred to in (A), (B) or (C) above is, at the time of the transaction, in a Permitted Jurisdiction; (iii) no Default has occurred and is continuing or would result from the acquisition; and; (iiiiv) the Borrower provides the Agent with evidence satisfactory to the Agent to demonstrate that the transaction or transactions will not cause a Default, including demonstrating on a pro forma basis that the Borrower is and will continue to be in compliance with Section 7.1 after completion of the acquisition, taking into account Debt arising from the acquisition; and (v) with respect to any transaction involving cash consideration exceeding US $150,000,000, the Agent has been provided at least 10 days prior to the closing of the transaction with a pro forma Compliance Certificate accompanied by a description of the proposed transaction and the financial statements of the target; (d) have any Subsidiaries or hold or acquire Equity Interests or other securities of, or make investments in, any other Person except: (i) other Restricted Parties as specified on SCHEDULE Schedule B as of the date of this Agreement; (ii) Subsidiaries, Equity Interests and other securities acquired or created through transactions permitted in Section 7.5(4)(c); (iii) securities held for investment purposes under the terms of Pension Plans, provided that the securities are held in strict compliance with all Applicable Laws; (iv) the Equity Interests in any other Persons that it owns as at the date of this Agreement as specified in SCHEDULE Schedule B; (v) Equity Interests that it acquires as part of the consideration for a disposition permitted by Section 7.5(4)(e)(ii); and; (vi) notwithstanding the foregoing, Equity Interests in Non-Recourse Subsidiaries, provided that the investment by all Restricted Parties in Non-Recourse Subsidiaries and is not more than US $100,000,000 in any fiscal year of the Borrower; and (vii) Equity Interests in other Persons that are not Restricted PartiesPersons, provided that the investment by all Restricted Parties in those Persons after the date of this Agreement is not more than US $75,000,000 50,000,000 in any fiscal year of the Borrower and not more than US$150,000,000 during the term of this AgreementBorrower; (e) permit any sale, lease, sale and lease-back or other disposition of the whole or any part of its Property except for: (i) sales of inventory and obsolete or redundant equipment in the Ordinary Course; (ii) dispositions of any or all of the Property described in SCHEDULE JSchedule I; (iii) dispositions of mining claims in the Ordinary Course for aggregate proceeds net of expenses for all such dispositions by all Restricted Parties of not more than US $50,000,000 100,000,000 in any fiscal year; (iv) dispositions of Equity Interests in Non-Recourse Subsidiaries; (v) dispositions of Equity Interests marketable securities (including Cash Equivalents) in the Ordinary Course, subject to any restrictions on dispositions in Schedule I; (vi) dispositions at fair market value not contemplated in any other Person of the foregoing paragraphs provided that is not a Restricted Party, if the proceeds aggregate book value of any disposition or series the assets so disposed of related dispositions does must not exceed US $50,000,00050,000,000 per fiscal year; (f) enter into any transaction of any kind with any Affiliate or Associate, or Person of which it is an Associate, other than another Restricted Party, except on a commercially reasonable basis as if it were dealing with such Person on an arm’s length basis.

Business and Property. No Restricted Party shall: (a) effect any material change in its business, being the exploration, the development, construction and operation of mining properties and any operation relating to mining, including mining activities pursuant to Contracts with third party mine operators, and the distribution, hedging (to the extent not prohibited by Section 7.5(3)), trading, exchange and sale of any products produced from or in connection with such mining properties; (b) acquire any material Property of any Person, except for: (i) Property acquired through capital expenditures that do not contravene any other provision of this Agreement; (ii) Property acquired through transactions permitted in Section 7.5(4)(c); (iii) Property acquired through transactions contemplated in the definition of Permitted Liens; and (iv) acquisitions of inventory in the Ordinary Course for the purpose of carrying on its business; (c) enter into any transaction, or any series of related transactions, by which it directly or indirectly, by means of a takeover bid, tender offer, purchase of Property, purchase of Equity Interests or other securities or otherwise (A) acquires any ongoing business or all or substantially all of the Property of any Person, (B) acquires Equity Interests or other securities of a Person, or (C) acquires an ownership interest in any partnership, joint venture, limited liability company, business trust or other Person, except if: (i) the business or Person referred to in (A), (B) or (C) above is in the mining industrysame lines of business as the lines of business carried on by the Restricted Parties as described in Section 7.5(4)(a); (ii) the business or Person referred to in (A), (B) or (C) above is, at the time of the transaction, in a Permitted Jurisdiction; (iii) no Default has occurred and is continuing or would result from the acquisition; and; (iiiiv) the Borrower provides the Agent with evidence satisfactory to the Agent to demonstrate that the transaction or transactions will not cause a Default, including demonstrating on a pro forma basis that the Borrower is and will continue to be in compliance with Section 7.1 after completion of the acquisition, taking into account Debt arising from the acquisition; and (v) with respect to any transaction involving cash consideration exceeding US $150,000,000, the Agent has been provided at least 10 days prior to the closing of the transaction with a pro forma Compliance Certificate accompanied by a description of the proposed transaction and the financial statements of the target; (d) have any Subsidiaries or hold or acquire Equity Interests or other securities of, or make investments in, any other Person except: (i) other Restricted Parties as specified on SCHEDULE Schedule B as of the date of this Agreement; (ii) Subsidiaries, Equity Interests and other securities acquired or created through transactions permitted in Section 7.5(4)(c); (iii) securities held for investment purposes under the terms of Pension Plans, provided that the securities are held in strict compliance with all Applicable Laws; (iv) the Equity Interests in any other Persons that it owns as at the date of this Agreement as specified in SCHEDULE Schedule B; (v) Equity Interests that it acquires as part of the consideration for a disposition permitted by Section 7.5(4)(e)(ii); and; (vi) notwithstanding the foregoing, Equity Interests in Non-Recourse Subsidiaries, provided that the investment by all Restricted Parties in Non-Recourse Subsidiaries and is not more than US $100,000,000 in any fiscal year of the Borrower; and (vii) Equity Interests in other Persons that are not Restricted PartiesPersons, provided that the investment by all Restricted Parties in those Persons after the date of this Agreement is not more than US $75,000,000 50,000,000 in any fiscal year of the Borrower and not more than US$150,000,000 during the term of this AgreementBorrower; (e) permit any sale, lease, sale and lease-back or other disposition of the whole or any part of its Property except for: (i) sales of inventory and obsolete or redundant equipment in the Ordinary Course; (ii) dispositions of any or all of the Property described in SCHEDULE JSchedule H; (iii) dispositions of mining claims in the Ordinary Course for aggregate proceeds net of expenses for all such dispositions by all Restricted Parties of not more than US $50,000,000 100,000,000 in any fiscal year; (iv) dispositions of Equity Interests in Non-Recourse Subsidiaries; (v) dispositions of Equity Interests marketable securities (including Cash Equivalents) in the Ordinary Course, subject to any restrictions on dispositions in Schedule H; (vi) dispositions at fair market value not contemplated in any other Person of the foregoing paragraphs provided that is not a Restricted Party, if the proceeds aggregate book value of any disposition or series the assets so disposed of related dispositions does must not exceed US $50,000,00050,000,000 per fiscal year; (f) enter into any transaction of any kind with any Affiliate or Associate, or Person of which it is an Associate, other than another Restricted Party, except on a commercially reasonable basis as if it were dealing with such Person on an arm’s length basis.

Business and Property. No Restricted Party shall: (a) effect any material change in its business, being the exploration, the development, construction and operation of mining properties and any operation relating to mining, including mining activities pursuant to Contracts with third party mine operators, and the distribution, hedging (to the extent not prohibited by Section 7.5(3)), trading, exchange and sale of any products produced from or in connection with such mining properties; (b) acquire any material Property of any Person, except for: (i) Property acquired through capital expenditures that do not contravene any other provision of this Agreement; (ii) Property acquired through transactions permitted in Section 7.5(4)(c); (iii) Property acquired through transactions contemplated in the definition of Permitted Liens; and (iv) acquisitions of inventory in the Ordinary Course for the purpose of carrying on its business; (c) enter into any transaction, or any series of related transactions, by which it directly or indirectly, by means of a takeover bid, tender offer, purchase of Property, purchase of Equity Interests or other securities or otherwise (A) acquires any ongoing business or all or substantially all of the Property of any Person, (B) acquires Equity Interests or other securities of a Person, or (C) acquires an ownership interest in any partnership, joint venture, limited liability company, business trust or other Person, except if: (i) the business or Person referred to in (A), (B) or (C) above is in the mining industry; (ii) no Default has occurred and is continuing or would result from the acquisition; and (iii) the Borrower provides the Agent with evidence satisfactory to the Agent to demonstrate that the transaction or transactions will not cause a Default, including demonstrating on a pro forma basis that the Borrower is and will continue to be in compliance with Section 7.1 after completion of the acquisition, taking into account Debt arising from the acquisition; (d) have any Subsidiaries or hold or acquire Equity Interests or other securities of, or make investments in, any other Person except: (i) other Restricted Parties as specified on SCHEDULE B as of the date of this Agreement; (ii) Subsidiaries, Equity Interests and other securities acquired through transactions permitted in Section 7.5(4)(c); (iii) securities held for investment purposes under the terms of Pension Plans, provided that the securities are held in strict compliance with all Applicable Laws; (iv) the Equity Interests in any other Persons that it owns as at the date of this Agreement as specified in SCHEDULE B; (v) Equity Interests that it acquires as part of the consideration for a disposition permitted by Section 7.5(4)(e)(ii); and (vi) notwithstanding the foregoing, Equity Interests in Niobec Inc., other Non-Recourse Subsidiaries and other Persons that are not Restricted Parties, provided that the investment by all Restricted Parties in those Persons (other than Niobec Inc.) after the date of this Agreement is not more than US $75,000,000 100,000,000 in any fiscal year of the Borrower and not more than US$150,000,000 300,000,000 during the term of this Agreement; (e) permit any sale, lease, sale and lease-back or other disposition of the whole or any part of its Property except for: (i) sales of inventory and obsolete or redundant equipment in the Ordinary Course; (ii) dispositions of any or all of the Property described in SCHEDULE JI; (iii) dispositions of mining claims in the Ordinary Course for aggregate proceeds net of expenses for all such dispositions by all Restricted Parties of not more than US $50,000,000 100,000,000 in any fiscal year; (iv) dispositions of Equity Interests in Non-Recourse Subsidiaries; (v) dispositions of Equity Interests in any other Person that is not a Restricted Party, if the proceeds of any disposition or series of related dispositions does not exceed US $50,000,000100,000,000; (vi) dispositions of marketable securities (including Cash Equivalents) in the Ordinary Course, subject to any restrictions on dispositions in SCHEDULE I; (f) enter into any transaction of any kind with any Affiliate or Associate, or Person of which it is an Associate, other than another Restricted Party, except on a commercially reasonable basis as if it were dealing with such Person on an arm’s length basis.

Business and Property. No Restricted Party shall: (a) effect any material change in its business, being the exploration, the development, construction and operation of mining properties and any operation relating to mining, including mining activities pursuant to Contracts with third party mine operators, and the distribution, hedging (to the extent not prohibited by Section 7.5(3)), trading, exchange and sale of any products produced from or in connection with such mining properties, and any business that is the same, similar or otherwise reasonably related, ancillary or complementary thereto; (b) acquire any material Property of any Person, except for: (i) Property acquired through capital expenditures that do not contravene any other provision of this Agreement; (ii) Property acquired through transactions permitted in Section 7.5(4)(c); (iii) Property acquired through transactions contemplated in paragraph (c) of the definition of Permitted Liens; and (iv) acquisitions of inventory in the Ordinary Course for the purpose of carrying on its business; (c) enter into any transaction, or any series of related transactions, by which it directly or indirectly, by means of a takeover bid, tender offer, purchase of Property, purchase of Equity Interests or other securities or otherwise (A) acquires any ongoing business or all or substantially all of the Property of any Person, (B) acquires all or substantially all of the Equity Interests or other securities of a Person, or (C) acquires an ownership interest in any partnership, joint venture, limited liability company, business trust or other Person, except if: (i) the business or Person referred to in (A), (B) or (C) above is in the mining industrysame lines of business as the lines of business carried on by the Restricted Parties as described in Section 7.5(4)(a); (ii) the business or Person referred to in (A), (B) or (C) above is, at the time of the transaction, in a Permitted Jurisdiction; (iii) no Default has occurred and is continuing or would result from the acquisition; and; (iiiiv) the Borrower provides the Agent with evidence satisfactory to the Agent to demonstrate that the transaction or transactions will not cause a Default, including demonstrating on a pro forma basis that the Borrower is and will continue to be in compliance with Section 7.1 after completion of the acquisition, taking into account Debt arising from the acquisition;; and (v) with respect to any transaction involving cash consideration exceeding US $150,000,000, other than transactions funded entirely out of the proceeds of the substantially concurrent issuance or sale of any Equity Interests of the Borrower, the Agent has been provided at least 10 days prior to the closing of the transaction with a pro forma Compliance Certificate accompanied by a description of the proposed transaction and the financial statements of the target. (d) have any Subsidiaries or hold or acquire Equity Interests or other securities of, or make investments in, any other Person except: (i) other Restricted Parties as specified on SCHEDULE Schedule B as of the date of this AgreementEffective Date; (ii) Subsidiaries, Equity Interests and other securities acquired or created through transactions permitted in Section 7.5(4)(c); (iii) securities held for investment purposes under the terms of Pension Plans, provided that the securities are held in strict compliance with all Applicable Laws; (iv) the Equity Interests in any other Persons that it owns as at the date of this Agreement Effective Date as specified in SCHEDULE Schedule B; (v) Equity Interests that it acquires as part of the consideration for a disposition permitted by Section 7.5(4)(e)(ii); and; (vi) notwithstanding the foregoing, Equity Interests in Non-Recourse Subsidiaries, provided that the investment by all Restricted Parties in Non-Recourse Subsidiaries and is not more than US $100,000,000 in any fiscal year of the Borrower; (vii) Equity Interests in other Persons that are not Restricted PartiesPersons, provided that the investment by all Restricted Parties in those Persons after the date of this Agreement is not more than US $75,000,000 100,000,000 in any fiscal year of the Borrower and not more than US$150,000,000 during Borrower; (viii) investments funded entirely out of the term proceeds of this Agreementthe substantially concurrent issuance or sale of any Equity Interests of the Borrower; and (ix) investments in Cash Equivalents; (e) permit any sale, lease, sale and lease-back or other disposition of the whole or any part of its Property Property, except for: (i) sales of inventory and obsolete or redundant equipment in the Ordinary Course; (ii) dispositions of any or all of the Property described in SCHEDULE JSchedule H; (iii) dispositions of mining claims in the Ordinary Course for aggregate proceeds net of expenses for all such dispositions by all Restricted Parties of not more than US $50,000,000 100,000,000 in any fiscal year; (iv) dispositions of Equity Interests in Non-Recourse Subsidiaries; (v) dispositions of Equity Interests marketable securities (including Cash Equivalents) in the Ordinary Course, subject to any restrictions on dispositions in Schedule H; (vi) dispositions of any Property from a Restricted Party that has not granted Security over its assets to another Restricted Party; (vii) dispositions of any Property from an Obligor that has granted Security over its assets to another Obligor that has granted Security over its assets; (viii) leases of real property or personal property entered into in the Ordinary Course; (ix) dispositions at fair market value not contemplated in any other Person of the foregoing paragraphs provided that is not a Restricted Party, if the proceeds aggregate book value of any disposition or series the assets so disposed of related dispositions does must not exceed US $50,000,000100,000,000 per fiscal year; (x) each Bambouk Sale provided that the Agent has been provided with an updated organizational chart on a pro forma basis giving effect to such Bambouk Sale; (xi) notwithstanding the foregoing, no Restricted Party shall dispose of any or all of its rights, title and interest, held directly or indirectly: (A) in the mine commonly known as Côté Gold, Ontario without the prior consent of all Lenders; and (B) in any of the mines commonly known as Essakane, Burkina Faso, and Westwood, Québec, and in any future operating mine without the prior consent of the Required Lenders; (f) enter into any transaction of any kind with any Affiliate or Associate, or Person of which it is an Associate, other than another Restricted Party, except on a commercially reasonable basis as if it were dealing with such Person on an arm’s 's length basis; (g) enter into Prepaid Metals Transactions (i) with any Person other than a Person which is, at the time of entering into such Prepaid Metals Transaction, a Lender or an Affiliate of Lender, and (ii) which provide for the delivery of metals that exceeds 150,000 ounces of metals in the aggregate (which limit may be increased with the prior unanimous consent of the Lenders); (h) enter into, or amend, any Metal Streaming Transaction or any similar transaction without the prior consent of the Required Lenders, and provided that any such Metal Streaming Transaction (i) is subordinated by its terms to the Liens granted pursuant to the Security Documents or (ii) is subordinated to the Liens granted pursuant to the Security Documents pursuant to an Intercreditor Agreement, in each case, in favour of the Agent and acceptable to the Required Lenders; as the same may be amended, restated, modified, replaced, refinanced or otherwise supplemented in whole or in part from time to time, provided that the terms of any such amendments, restatements, modifications, replacements, refinancings or supplements, taken as a whole are, in the good faith judgment of the senior management of the Borrower, substantially equivalent or more favourable to the applicable Restricted Party as compared to the terms of the Metal Streaming Transaction so amended, restated, modified, replaced, refinanced or otherwise supplemented.