principal subsidiaries or principal affiliates to engage in any line of business or compete with any person, (vii) any agreement, contract or commitment relating to capital expenditures and involving future payments which, together with future payments under all other agreements, contracts or commitments relating to the same capital project, exceed $10,000,000 in the case of capital projects in respect of mineral properties not yet developed or $2,000,000 in the case of any other capital project, provided that in each case there need not be listed any agreement, contract or commitment which singly involves less than $25,000 in the aggregate for Utah and/or any such subsidiary or affiliate, (viii) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise for a price of $5,000,000 or more, or (ix) any other agreement, contract or commitment (except agreements, contracts or commitments between Utah and its consolidated subsidiaries or between Marcona and its consolidated subsidiaries) which involves $5,000,000 or more and is not cancellable without penalty within 30 days. Except as set forth in Schedule F, neither Utah nor any of its subsidiaries or affiliates has breached, nor has any such entity received in writing any claim or threat that Utah or any of its subsidiaries or affiliates has breached, any of the terms or conditions of (x) any agreement, contract or commitment set forth in any of the schedules heretofore delivered by Utah to GE pursuant to this Agreement in such manner as would permit any other party to cancel or terminate the same or (y) any agreement, contract or commitment (including those referred to in clause (x)) if any such breach or breaches singly or in the aggregate could materially and adversely affect the financial condition or business of Utah and its subsidiaries considered as a whole, or the conduct of Utah and its subsidiaries' businesses considered as a whole. Each agreement, contract or commitment set forth in any schedule delivered to GE pursuant to this Agreement is, except as otherwise noted on such schedule, in full force and effect and is not subject to any material default thereunder of which Utah is aware by any party obligated to Utah or any subsidiary or affiliate pursuant thereto. The fiscal year of each of the employee pension benefit plans maintained by Utah, its subsidiaries and its affiliates which are subject to the minimum funding standards of the Employee Retirement Income Security Act of 1974 ("ERISA") is as indicated in Schedule F after the name of each such plan. Neither Utah nor any of its subsidiaries or affiliates has established any new employee pension benefit plan subject to the minimum funding standards of ERISA since January 1, 1974. Since June 30, 1974, no employee pension benefit plan maintained by Utah, its subsidiaries or its affiliates which is subject to Title IV of ERISA has been terminated by the plan administrator thereof or by the Pension Benefit Guaranty Corporation; no proceedings to terminate any such plan have been instituted within the meaning of Subtitle C of said Title IV; and, except as described in Schedule B previously delivered by Utah to GE, no reportable event within the meaning of Section 4043 of said Subtitle C has occurred with respect to any such plan. 10. No Breach of Statute or Contract; Governmental Authorizations; Required Consents. (a) Except as provided in Section 2 of Article IV hereof or as set forth in Schedule F or Schedule G previously furnished by Utah to GE, neither the execution and delivery of this Agreement or the Agreement of Merger by Utah, nor compliance by Utah or any of its subsidiaries with the terms and provisions of this Agreement or the Agreement of Merger, will conflict with or result in a breach of any of the terms, conditions or provisions of the charter, by-laws or other governing instruments of Utah or any of its subsidiaries or affiliates or any judgment, order, injunction, decree, regulation or ruling of any court or governmental authority, domestic or foreign, to which Utah or any of its subsidiaries or affiliates is subject or of any agreement, contract or commitment listed on any schedule previously delivered by Utah to GE pursuant to this Agreement or of any other agreement, contract or commitment to which Utah or any of its subsidiaries or affiliates is a party and which is material to the financial condition or the operations of the business of Utah or any of its principal subsidiaries or principal affiliates or the financial condition or the operations of the business of Utah and its subsidiaries considered as a whole, or constitute a material default thereunder, or give to others any interest or rights, including rights of termination, cancellation or acceleration, in or with respect to any of the principal properties of Utah or any of its subsidiaries or affiliates or with respect to any of such agreements, contracts or commitments, or otherwise require the consent or approval of any person. (b) Neither Utah nor any of its subsidiaries or affiliates is in violation of any applicable law, statute, order, rule or regulation promulgated or judgment entered (or known by Utah to be proposed) by any 8 federal, state, local or foreign court or governmental authority relating to the operation, conduct or ownership of the property or business of Utah or any such subsidiary or affiliate, which violations might have a material adverse effect, individually or in the aggregate, on the financial condition or the operations of the business of Utah and its subsidiaries considered as a whole. (c) Except as set forth on Schedule D or Schedule E previously delivered by Utah to GE pursuant hereto, Schedule H previously delivered by Utah to GE accurately sets forth (i) each federal, state, local or foreign governmental consent, license, permit, grant or other authorization pursuant to which Utah or any of its subsidiaries or affiliates currently operates or holds any interest in any Mine (including for the purposes of this Section 10(c) the undeveloped iron ore reserves at Dayton, Nevada) and which is material to the operation or holding of any such interest (herein collectively called "Authorizations"), which Authorizations are in full force and effect and constitute all Authorizations required to permit Utah or any of its subsidiaries or affiliates to operate or conduct the business of or hold any interest in any existing Mine both currently and immediately following the effective time of the Merger and (ii) all Authorizations and all federal, state, local and foreign laws, statutes or governmental rules, regulations or orders which may restrict the present output or reasonably contemplated expansion of any facilities of Utah or any of its subsidiaries or affiliates, including any limitations on the term of possession or operation of any such facilities, or which are in the nature of a confiscatory or excess profits tax or nationalization act and which may be applicable to such facilities, or which control the transfer price of any mineral or mineral product. All Authorizations required to permit Utah or any of its subsidiaries or affiliates to operate or conduct the business of or hold any interest in any other Mine both currently and immediately following the effective time of the Merger have been obtained and are in full force and effect or have been duly applied for. Utah has no reasonable ground to believe that any of the foregoing Authorizations will not in the ordinary course be renewable upon its expiration, or that the Merger will make it more difficult to renew or obtain any of the foregoing Authorizations, or any Authorizations with respect to any Mining Area. Anything hereinabove to the contrary notwithstanding, it is understood and agreed that the foregoing shall not be deemed inaccurate by reason of the ordinary expiration of routine Authorizations, the renewal of which is expected to be obtained in the ordinary course without interruption of existing operations. Neither Utah nor any of its subsidiaries or affiliates has breached, nor has any such entity received in writing any claim or assertion that Utah or any of its subsidiaries or affiliates has breached, any of the terms or conditions of any federal, state, local or foreign governmental consent, license, permit, grant or other authorization pursuant to which Utah or any of its subsidiaries or affiliates currently operates or holds any interest in any Mine in such manner (x) as would permit any other party to cancel or terminate any Authorization or (y) that any such breach or breaches singly or in the aggregate could materially and adversely affect the financial condition or the operations of the business of Utah or any of its principal subsidiaries or principal affiliates or the financial condition or the operations of the business of Utah and its subsidiaries considered as a whole, or the conduct by Utah or any of its principal subsidiaries or principal affiliates of their respective businesses or the conduct of the business of Utah and its subsidiaries considered as a whole (it being understood that the representations and warranties set forth in this sentence of Section 10(c) and in Section 10(b) hereof with respect to Samarco are qualified by opinion letters of Brazilian counsel previously delivered to GE). 11. No Litigation or Adverse Events. Schedule I previously delivered by Utah to GE accurately lists all suits, actions and legal, administrative, arbitration or other proceedings and governmental investigations and all other controversies, pending or as to which Utah or any of its subsidiaries or principal affiliates has received in writing any claim or assertion, which involve a potential liability to Utah or any of its subsidiaries or affiliates of more than $500,000 or which might, individually or in the aggregate, materially and adversely affect the financial condition or the operations of the business of Utah or any of its principal subsidiaries or principal affiliates or the financial condition or the operations of the business of Utah and its subsidiaries considered as a whole, or the conduct by Utah or any of its principal subsidiaries or principal affiliates of their respective businesses or the conduct of the business of Utah and its subsidiaries considered as a whole. 12. Patents, Trademarks, etc. Schedule J previously furnished by Utah to GE accurately lists all domestic and foreign letters patent, patents, patent applications, patent and know-how licenses, trade 9