Common use of Business and Property Clause in Contracts

Business and Property. No Restricted Party shall: (i) carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (ii) permit any Disposition of the whole or any part of its Property except, subject to Section 8.6(e)(iii), for: (A) Dispositions of inventory (including, for certainty, dispositions related to Deferred Revenue Financing Arrangements and Prepaid Metals Transactions permitted hereunder) and obsolete or redundant equipment in the Ordinary Course; (B) any Disposition of Property which has been consented to by the Required Lenders; (C) any Disposition of Property by a Non-Recourse Subsidiary to any other Hudbay Group Member; (D) any Disposition of Property by an Obligor to any other Obligor; (E) any Disposition permitted pursuant to Section 8.6(f)(i); (F) any other Dispositions of Property, if the aggregate fair market value of the assets being Disposed of does not exceed at the time of any such Disposition: (i), in any fiscal year of the Borrower, 10% of the consolidated tangible assets of the Borrower as set forth in the annual audited consolidated financial statements of the Borrower as of the end of the most recently completed fiscal year; or (ii) since December 31, 2020, 20% of the consolidated tangible assets of the Borrower as set forth in the annual audited consolidated financial statements of the Borrower for the most recently completed fiscal year; and (G) DispositionDispositions of Property in accordance with the terms of the Peruvian Equipment Sale Leaseback Documents; and (H) any sale by the Borrower of accounts receivable owed by [REDACTED - COMMERCIALLY SENSITIVE INFORMATION] to the Borrower pursuant to the [REDACTED - COMMERCIALLY SENSITIVE INFORMATION]; and (I) Dispositions of Property held as of November 13, 2024 in connection with the formation of any joint venture formed for the purposes of the management and operation of the Copper World Project Property, provided that 50% or more of the Equity Interests of such joint venture are, at the time of any such Disposition and thereafter, owned, directly or indirectly, by the Borrower and the Borrower or its Affiliate do not relinquish control of the management and operation of the Copper World Property Project to the joint venture partner or any other Person that is not an Affiliate of the Borrower; and (J) the Disposition of Property contemplated by the option agreement dated as of March 7, 2024 between the Borrower and Marubeni, including any amendment of such option agreement to increase the percentage of such Property permitted to be acquired by Xxxxxxxx and any additional party from 20% to up to 30%; (iii) notwithstanding Section 8.6(e)(ii), permit any Disposition, directly or indirectly, of: (A) all or substantially all of any of the Key Operating Assets (other than the Xxxxxxxxxx Mine); (B) all or any part of the Xxxxxxxxxx Mine; (C) any Equity Interest in any Person who, directly or indirectly, owns all or part of the Xxxxxxxxxx Mine or, (D) subject to Article 12, any Equity Interest in any Person who, directly or indirectly, owns all or part of the Key Operating Assets (other than the Xxxxxxxxxx Mine).

Business and Property. No Restricted Party shall: (i) carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (ii) permit any Disposition of the whole or any part of its Property except, subject to Section 8.6(e)(iii), for: (A) Dispositions of inventory (including, for certainty, dispositions related to Deferred Revenue Financing Arrangements and Prepaid Metals Transactions permitted hereunder) and obsolete or redundant equipment in the Ordinary Course; (B) any Disposition of Property which has been consented to by the Required Lenders; (C) any Disposition of Property by a Non-Recourse Subsidiary to any other Hudbay Group Member; (D) any Disposition of Property by an Obligor to any other Obligor; (E) any Disposition permitted pursuant to Section 8.6(f)(i); (F) any other Dispositions of Property, if the aggregate fair market value of the assets being Disposed of does not exceed at the time of any such Disposition: (i), ) in any fiscal year of the Borrower, 10% of the consolidated tangible assets of the Borrower as set forth in the annual audited consolidated financial statements of the Borrower as of the end of the most recently completed fiscal year; or (ii) since December 31, 20202016, 20% of the consolidated tangible assets of the Borrower as set forth in the annual audited consolidated financial statements of the Borrower for the most recently completed fiscal year; (G) Disposition of all of the assets related to the Rosemont Property to a limited liability company pursuant to and in accordance with the terms of the Rosemont Joint Venture Agreement; and (GH) DispositionDispositions Disposition of Property in accordance with the terms of the Peruvian Equipment Sale Leaseback DocumentsTransaction; and (H) any sale by the Borrower of accounts receivable owed by [REDACTED - COMMERCIALLY SENSITIVE INFORMATION] to the Borrower pursuant to the [REDACTED - COMMERCIALLY SENSITIVE INFORMATION]; and (I) Dispositions of Property held as of November 13, 2024 in connection with the formation of any joint venture formed for the purposes of the management and operation of the Copper World Project Property, provided that 50% or more of the Equity Interests of such joint venture are, at the time of any such Disposition and thereafter, owned, directly or indirectly, by the Borrower and the Borrower or its Affiliate do not relinquish control of the management and operation of the Copper World Property Project to the joint venture partner or any other Person that is not an Affiliate of the Borrower; and (J) the Disposition of Property contemplated by the option agreement dated as of March 7, 2024 between the Borrower and Marubeni, including any amendment of such option agreement to increase the percentage of such Property permitted to be acquired by Xxxxxxxx and any additional party from 20% to up to 30%; (iii) notwithstanding Section 8.6(e)(ii), permit any Disposition, directly or indirectly, of: (A) all or substantially all of any of the Key Operating Assets (other than the Xxxxxxxxxx Mine); (B) all or any part of the Xxxxxxxxxx Mine; (C) any Equity Interest in any Person who, directly or indirectly, owns all or part of the Xxxxxxxxxx Mine or, (D) subject to Article 12, any Equity Interest in any Person who, directly or indirectly, owns all or part of the Key Operating Assets (other than the Xxxxxxxxxx Mine).

Business and Property. No Restricted Party shall: (i) carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d8.5(c)), trading, exchange and sale of any products produced from or in connection with such mining properties; (ii) permit any Disposition of the whole or any part of its Property except, subject to Section 8.6(e)(iii8.5(d)(iii), for: (A) Dispositions of inventory (including, for certainty, dispositions related to Deferred Revenue Financing Arrangements and Prepaid Metals Transactions permitted hereunder) and obsolete or redundant equipment in the Ordinary Course; (B) any Disposition of Property which has been consented to by the Required Lenders; (C) any Disposition of Property by a Non-Recourse Subsidiary to any other Hudbay Group Member; (D) any Disposition of Property by an Obligor to any other Obligor; (E) any Disposition permitted pursuant to Section 8.6(f)(i8.5(e)(i); (F) any other Dispositions of Property, if the aggregate fair market value of the assets being Disposed of does not exceed at the time of any such Disposition: (i), ) in any fiscal year of the BorrowerHudbay, 10% of the consolidated tangible assets of the Borrower Hudbay as set forth in the annual audited consolidated financial statements of the Borrower Hudbay as of the end of the most recently completed fiscal year; or (ii) since December 31, 20202014, 20% of the consolidated tangible assets of the Borrower Hudbay as set forth in the annual audited consolidated financial statements of the Borrower Hudbay for the most recently completed fiscal year; and (G) DispositionDispositions Disposition of all of the assets related to the Rosemont Property to a limited liability company pursuant to and in accordance with the terms of the Peruvian Equipment Sale Leaseback DocumentsRosemont Joint Venture Agreement; and (H) any sale by the Borrower of accounts receivable owed by [REDACTED - COMMERCIALLY SENSITIVE INFORMATION] to the Borrower pursuant to the [REDACTED - COMMERCIALLY SENSITIVE INFORMATION]; and (I) Dispositions of Property held as of November 13, 2024 in connection with the formation of any joint venture formed for the purposes of the management and operation of the Copper World Project Property, provided that 50% or more of the Equity Interests of such joint venture are, at the time of any such Disposition and thereafter, owned, directly or indirectly, by the Borrower and the Borrower or its Affiliate do not relinquish control of the management and operation of the Copper World Property Project to the joint venture partner or any other Person that is not an Affiliate of the Borrower; and (J) the Disposition of Property contemplated by the option agreement dated as of March 7, 2024 between the Borrower and Marubeni, including any amendment of such option agreement to increase the percentage of such Property permitted to be acquired by Xxxxxxxx and any additional party from 20% to up to 30%; (iii) notwithstanding Section 8.6(e)(ii8.5(d)(ii), permit any Disposition, directly or indirectly, of: (A) of all or substantially all of any of the Key Operating Assets (other than the Xxxxxxxxxx Mine); (B) all or any part of the Xxxxxxxxxx Mine; (C) any Equity Interest in any Person who, directly or indirectly, owns all or part of the Xxxxxxxxxx Mine or, (D) subject to Article 12, any Equity Interest in any Person who, directly or indirectly, owns all or part of the Key Operating Assets (other than the Xxxxxxxxxx Mine)Assets.

Business and Property. No Restricted Party shall: (i) carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (ii) permit any Disposition of the whole or any part of its Property except, subject to Section 8.6(e)(iii), for: (A) Dispositions of inventory (including, for certainty, dispositions related to Deferred Revenue Financing Arrangements and Prepaid Metals Transactions permitted hereunder) and obsolete or redundant equipment in the Ordinary Course; (B) any Disposition of Property which has been consented to by the Required Lenders; (C) any Disposition of Property by a Non-Recourse Subsidiary to any other Hudbay Group Member; (D) any Disposition of Property by an Obligor to any other Obligor; (E) any Disposition permitted pursuant to Section 8.6(f)(i); (F) any other Dispositions of Property, if the aggregate fair market value of the assets being Disposed of does not exceed at the time of any such Disposition: (i), ) in any fiscal year of the Borrower, 10% of the consolidated tangible assets of the Borrower as set forth in the annual audited consolidated financial statements of the Borrower as of the end of the most recently completed fiscal year; or (ii) since December 31, 2020, 20% of the consolidated tangible assets of the Borrower as set forth in the annual audited consolidated financial statements of the Borrower for the most recently completed fiscal year; and (G) DispositionDispositions Disposition of Property in accordance with the terms of the Peruvian Equipment Sale Leaseback Documents; and (H) any sale by the Borrower of accounts receivable owed by [REDACTED - COMMERCIALLY SENSITIVE INFORMATION] to INFORMATION]to the Borrower pursuant to the [REDACTED - COMMERCIALLY SENSITIVE INFORMATION]; and (I) Dispositions of Property held as of November 13, 2024 in connection with the formation of any joint venture formed for the purposes of the management and operation of the Copper World Project Property, provided that 50% or more of the Equity Interests of such joint venture are, at the time of any such Disposition and thereafter, owned, directly or indirectly, by the Borrower and the Borrower or its Affiliate do not relinquish control of the management and operation of the Copper World Property Project to the joint venture partner or any other Person that is not an Affiliate of the Borrower; and (J) the Disposition of Property contemplated by the option agreement dated as of March 7, 2024 between the Borrower and Marubeni, including any amendment of such option agreement to increase the percentage of such Property permitted to be acquired by Xxxxxxxx and any additional party from 20% to up to 30%; (iii) notwithstanding Section 8.6(e)(ii), permit any Disposition, directly or indirectly, of: (A) all or substantially all of any of the Key Operating Assets (other than the Xxxxxxxxxx Mine); (B) all or any part of the Xxxxxxxxxx Mine; (C) any Equity Interest in any Person who, directly or indirectly, owns all or part of the Xxxxxxxxxx Mine or, (D) subject to Article 12, any Equity Interest in any Person who, directly or indirectly, owns all or part of the Key Operating Assets (other than the Xxxxxxxxxx Mine).

Business and Property. No Restricted Party shall: (i) carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d8.5(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (ii) permit any Disposition of the whole or any part of its Property except, subject to Section 8.6(e)(iii8.5(e)(iii), for: (A) Dispositions of inventory (including, for certainty, dispositions related to Deferred Revenue Financing Arrangements and Prepaid Metals Transactions permitted hereunder) and obsolete or redundant equipment in the Ordinary Course; (B) any Disposition of Property which has been consented to by the Required Lenders; (C) any Disposition of Property by a Non-Recourse Subsidiary to any other Hudbay Group Member; (D) any Disposition of Property by an Obligor to any other Obligor; (E) any Disposition permitted pursuant to Section 8.6(f)(i8.5(f)(i); (F) any other Dispositions of Property, if the aggregate fair market value of the assets being Disposed of does not exceed at the time of any such Disposition: (i), ) in any fiscal year of the BorrowerHudbay, 10% of the consolidated tangible assets of the Borrower Hudbay as set forth in the annual audited consolidated financial statements of the Borrower Hudbay as of the end of the most recently completed fiscal year; or (ii) since December 31, 20202015, 20% of the consolidated tangible assets of the Borrower Hudbay as set forth in the annual audited consolidated financial statements of the Borrower Hudbay for the most recently completed fiscal year; and (G) DispositionDispositions Disposition of all of the assets related to the Rosemont Property to a limited liability company pursuant to and in accordance with the terms of the Peruvian Equipment Sale Leaseback DocumentsRosemont Joint Venture Agreement; and (H) any sale by the Borrower of accounts receivable owed by [REDACTED - COMMERCIALLY SENSITIVE INFORMATION] to the Borrower pursuant to the [REDACTED - COMMERCIALLY SENSITIVE INFORMATION]; and (I) Dispositions of Property held as of November 13, 2024 in connection with the formation of any joint venture formed for the purposes of the management and operation of the Copper World Project Property, provided that 50% or more of the Equity Interests of such joint venture are, at the time of any such Disposition and thereafter, owned, directly or indirectly, by the Borrower and the Borrower or its Affiliate do not relinquish control of the management and operation of the Copper World Property Project to the joint venture partner or any other Person that is not an Affiliate of the Borrower; and (J) the Disposition of Property contemplated by the option agreement dated as of March 7, 2024 between the Borrower and Marubeni, including any amendment of such option agreement to increase the percentage of such Property permitted to be acquired by Xxxxxxxx and any additional party from 20% to up to 30%; (iii) notwithstanding Section 8.6(e)(ii8.5(e)(ii), permit any Disposition, directly or indirectly, of: (A) of all or substantially all of any of the Key Operating Assets (other than the Xxxxxxxxxx Mine); (B) all or any part of the Xxxxxxxxxx Mine; (C) any Equity Interest in any Person who, directly or indirectly, owns all or part of the Xxxxxxxxxx Mine or, (D) subject to Article 12, any Equity Interest in any Person who, directly or indirectly, owns all or part of the Key Operating Assets (other than the Xxxxxxxxxx Mine)Assets.

Business and Property. No Restricted Party shall: (i) carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d8.5(c)), trading, exchange and sale of any products produced from or in connection with such mining properties; (ii) permit any Disposition of the whole or any part of its Property except, subject to Section 8.6(e)(iii8.5(d)(iii), for: (A) Dispositions of inventory (including, for certainty, dispositions related to Deferred Revenue Financing Arrangements and Prepaid Metals Transactions permitted hereunder) and obsolete or redundant equipment in the Ordinary Course; (B) any Disposition of Property which has been consented to by the Required Lenders; (C) any Disposition of Property by a Non-Recourse Subsidiary to any other Hudbay HudBay Group Member; (D) any Disposition of Property by an Obligor to any other Obligor; (E) any Disposition permitted pursuant to Section 8.6(f)(i8.5(e)(i); (F) sales of gold produced from the Xxxxxxxxxx Mine pursuant to a streaming arrangement acceptable to the Lenders; provided that no recourse shall, pursuant to such streaming agreement be had to any Obligor other than HudBay, HudBay (BVI) Inc. and HB Peru SAC; and (G) any other Dispositions of Property, if the aggregate fair market value of the assets being Disposed of does not exceed at the time of any such Disposition: (i), ) in any fiscal year of the BorrowerHudBay, 10% of the consolidated tangible assets of the Borrower HudBay as set forth in the annual audited consolidated financial statements of the Borrower HudBay as of the end of the most recently completed fiscal year; or (ii) since December 31June 30, 20202013, 20% of the consolidated tangible assets of the Borrower HudBay as set forth in the annual audited consolidated financial statements of the Borrower HudBay for the most recently completed fiscal year; and (G) DispositionDispositions of Property in accordance with the terms of the Peruvian Equipment Sale Leaseback Documents; and (H) any sale by the Borrower of accounts receivable owed by [REDACTED - COMMERCIALLY SENSITIVE INFORMATION] to the Borrower pursuant to the [REDACTED - COMMERCIALLY SENSITIVE INFORMATION]; and (I) Dispositions of Property held as of November 13, 2024 in connection with the formation of any joint venture formed for the purposes of the management and operation of the Copper World Project Property, provided that 50% or more of the Equity Interests of such joint venture are, at the time of any such Disposition and thereafter, owned, directly or indirectly, by the Borrower and the Borrower or its Affiliate do not relinquish control of the management and operation of the Copper World Property Project to the joint venture partner or any other Person that is not an Affiliate of the Borrower; and (J) the Disposition of Property contemplated by the option agreement dated as of March 7, 2024 between the Borrower and Marubeni, including any amendment of such option agreement to increase the percentage of such Property permitted to be acquired by Xxxxxxxx and any additional party from 20% to up to 30%; (iii) notwithstanding Section 8.6(e)(ii8.5(d)(ii), permit any Disposition, directly or indirectly, of: (A) of all or substantially all of any of the Key Operating Assets (other than the Xxxxxxxxxx Mine); (B) all or any part of the Xxxxxxxxxx Mine; (C) any Equity Interest in any Person who, directly or indirectly, owns all or part of the Xxxxxxxxxx Mine or, (D) subject to Article 12, any Equity Interest in any Person who, directly or indirectly, owns all or part of the Key Operating Assets (other than the Xxxxxxxxxx Mine)Assets.

Business and Property. No Restricted Party shall: (i) carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (ii) permit any Disposition of the whole or any part of its Property except, subject to Section 8.6(e)(iii), for: (A) Dispositions of inventory (including, for certainty, dispositions related to Deferred Revenue Financing Arrangements and Prepaid Metals Transactions permitted hereunder) and obsolete or redundant equipment in the Ordinary Course; (B) any Disposition of Property which has been consented to by the Required Lenders; (C) any Disposition of Property by a Non-Recourse Subsidiary to any other Hudbay Group Member; (D) any Disposition of Property by an Obligor to any other Obligor; (E) any Disposition permitted pursuant to Section 8.6(f)(i); (F) any other Dispositions of Property, if the aggregate fair market value of the assets being Disposed of does not exceed at the time of any such Disposition: (i), ) in any fiscal year of the BorrowerHudbay, 10% of the consolidated tangible assets of the Borrower Hudbay as set forth in the annual audited consolidated financial statements of the Borrower Hudbay as of the end of the most recently completed fiscal year; or (ii) since December 31, 20202016, 20% of the consolidated tangible assets of the Borrower Hudbay as set forth in the annual audited consolidated financial statements of the Borrower Hudbay for the most recently completed fiscal year; (G) Disposition of all of the assets related to the Rosemont Property to a limited liability company pursuant to and in accordance with the terms of the Rosemont Joint Venture Agreement; and (GH) DispositionDispositions Disposition of Property in accordance with the terms of the Peruvian Equipment Sale Leaseback DocumentsTransaction; and (H) any sale by the Borrower of accounts receivable owed by [REDACTED - COMMERCIALLY SENSITIVE INFORMATION] to the Borrower pursuant to the [REDACTED - COMMERCIALLY SENSITIVE INFORMATION]; and (I) Dispositions of Property held as of November 13, 2024 in connection with the formation of any joint venture formed for the purposes of the management and operation of the Copper World Project Property, provided that 50% or more of the Equity Interests of such joint venture are, at the time of any such Disposition and thereafter, owned, directly or indirectly, by the Borrower and the Borrower or its Affiliate do not relinquish control of the management and operation of the Copper World Property Project to the joint venture partner or any other Person that is not an Affiliate of the Borrower; and (J) the Disposition of Property contemplated by the option agreement dated as of March 7, 2024 between the Borrower and Marubeni, including any amendment of such option agreement to increase the percentage of such Property permitted to be acquired by Xxxxxxxx and any additional party from 20% to up to 30%; (iii) notwithstanding Section 8.6(e)(ii), permit any Disposition, directly or indirectly, of: (A) all or substantially all of any of the Key Operating Assets (other than the Xxxxxxxxxx Mine); (B) all or any part of the Xxxxxxxxxx Mine; (C) any Equity Interest in any Person who, directly or indirectly, owns all or part of the Xxxxxxxxxx Mine or, (D) subject to Article 12, any Equity Interest in any Person who, directly or indirectly, owns all or part of the Key Operating Assets (other than the Xxxxxxxxxx Mine).

Business and Property. No Restricted Party shall: (i) carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (ii) permit any Disposition of the whole or any part of its Property except, subject to Section 8.6(e)(iii), for: (A) Dispositions of inventory (including, for certainty, dispositions related to Deferred Revenue Financing Arrangements and Prepaid Metals Transactions permitted hereunder) and obsolete or redundant equipment in the Ordinary Course; (B) any Disposition of Property which has been consented to by the Required Lenders; (C) any Disposition of Property by a Non-Recourse Subsidiary to any other Hudbay Group Member; (D) any Disposition of Property by an Obligor to any other Obligor; (E) any Disposition permitted pursuant to Section 8.6(f)(i); (F) any other Dispositions of Property, if the aggregate fair market value of the assets being Disposed of does not exceed at the time of any such Disposition: (i), ) in any fiscal year of the BorrowerHudbay, 10% of the consolidated tangible assets of the Borrower Hudbay as set forth in the annual audited consolidated financial statements of the Borrower Hudbay as of the end of the most recently completed fiscal year; or (ii) since December 31, 2020, 20% of the consolidated tangible assets of the Borrower Hudbay as set forth in the annual audited consolidated financial statements of the Borrower Hudbay for the most recently completed fiscal year; and; (G) DispositionDispositions Disposition of Property in accordance with the terms of the Peruvian Equipment Sale Leaseback Documents; and (H) any sale by the Borrower Hudbay of accounts receivable owed by [REDACTED - COMMERCIALLY SENSITIVE INFORMATION] to the Borrower Hudbay pursuant to the [REDACTED - COMMERCIALLY SENSITIVE INFORMATION]] Receivables Sale Agreement; and (I) Dispositions of Property held as of November 13, 2024 in connection with the formation of any joint venture formed for the purposes of the management and operation of the Copper World Project Property, provided that 50% or more of the Equity Interests of such joint venture are, at the time of any such Disposition and thereafter, owned, directly or indirectly, by the Borrower and the Borrower or its Affiliate do not relinquish control of the management and operation of the Copper World Property Project to the joint venture partner or any other Person that is not an Affiliate of the Borrower; and (J) the Disposition of Property contemplated by the option agreement dated as of March 7, 2024 between the Borrower and Marubeni, including any amendment of such option agreement to increase the percentage of such Property permitted to be acquired by Xxxxxxxx and any additional party from 20% to up to 30%; (iii) notwithstanding Section 8.6(e)(ii), permit any Disposition, directly or indirectly, of: (A) all or substantially all of any of the Key Operating Assets (other than the Xxxxxxxxxx Mine); (B) all or any part of the Xxxxxxxxxx Mine; (C) any Equity Interest in any Person who, directly or indirectly, owns all or part of the Xxxxxxxxxx Mine or, (D) subject to Article 12, any Equity Interest in any Person who, directly or indirectly, owns all or part of the Key Operating Assets (other than the Xxxxxxxxxx Mine).

Business and Property. No Restricted Party shall: (i) carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (ii) permit any Disposition of the whole or any part of its Property except, subject to Section 8.6(e)(iii), for: (A) Dispositions of inventory (including, for certainty, dispositions related to Deferred Revenue Financing Arrangements and Prepaid Metals Transactions permitted hereunder) and obsolete or redundant equipment in the Ordinary Course; (B) any Disposition of Property which has been consented to by the Required Lenders; (C) any Disposition of Property by a Non-Recourse Subsidiary to any other Hudbay Group Member; (D) any Disposition of Property by an Obligor to any other Obligor; (E) any Disposition permitted pursuant to Section 8.6(f)(i); (F) any other Dispositions of Property, if the aggregate fair market value of the assets being Disposed of does not exceed at the time of any such Disposition: (i), ) in any fiscal year of the Borrower, 10% of the consolidated tangible assets of the Borrower as set forth in the annual audited consolidated financial statements of the Borrower as of the end of the most recently completed fiscal year; or (ii) since December 31, 2020, 20% of the consolidated tangible assets of the Borrower as set forth in the annual audited consolidated financial statements of the Borrower for the most recently completed fiscal year; and (G) DispositionDispositions Disposition of Property in accordance with the terms of the Peruvian Equipment Sale Leaseback Documents; and (H) any sale by the Borrower of accounts receivable owed by [REDACTED - COMMERCIALLY SENSITIVE INFORMATION] to the Borrower pursuant to the [REDACTED - COMMERCIALLY SENSITIVE INFORMATION]] Receivables Sale Agreement; and (I) Dispositions of Property held as of November 13, 2024 in connection with the formation of any joint venture formed for the purposes of the management and operation of the Copper World Project Property, provided that 50% or more of the Equity Interests of such joint venture are, at the time of any such Disposition and thereafter, owned, directly or indirectly, by the Borrower and the Borrower or its Affiliate do not relinquish control of the management and operation of the Copper World Property Project to the joint venture partner or any other Person that is not an Affiliate of the Borrower; and (J) the Disposition of Property contemplated by the option agreement dated as of March 7, 2024 between the Borrower and Marubeni, including any amendment of such option agreement to increase the percentage of such Property permitted to be acquired by Xxxxxxxx and any additional party from 20% to up to 30%; (iii) notwithstanding Section 8.6(e)(ii), permit any Disposition, directly or indirectly, of: (A) all or substantially all of any of the Key Operating Assets (other than the Xxxxxxxxxx Mine); (B) all or any part of the Xxxxxxxxxx Mine; (C) any Equity Interest in any Person who, directly or indirectly, owns all or part of the Xxxxxxxxxx Mine or, (D) subject to Article 12, any Equity Interest in any Person who, directly or indirectly, owns all or part of the Key Operating Assets (other than the Xxxxxxxxxx Mine).

Business and Property. No Restricted Party shall: (i) carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d8.5(c)), trading, exchange and sale of any products produced from or in connection with such mining properties; (ii) permit any Disposition of the whole or any part of its Property except, subject to Section 8.6(e)(iii8.5(d)(iii), for: (A) Dispositions of inventory (including, for certainty, dispositions related to Deferred Revenue Financing Arrangements and Prepaid Metals Transactions permitted hereunder) and obsolete or redundant equipment in the Ordinary Course; (B) Dispositions of any or all of the Equity Interests or other assets of HMI Nickel Inc. and/or its direct or indirect, wholly-owned Subsidiaries; (C) Dispositions of any or all of the Equity Interests of Zochem Inc.; (D) any Disposition of Property which has been consented to by the Required Lenders; (CE) any Disposition of Property by a Non-Recourse Subsidiary to any other Hudbay HudBay Group Member; (DF) any Disposition of Property by an Obligor to any other Obligor; (EG) any Disposition permitted pursuant to Section 8.6(f)(i8.5(e)(i);; and (FH) any other Dispositions of Property, if the aggregate fair market value of the assets being Disposed of does not exceed at the time of any such Disposition: (i), ) in any fiscal year of the BorrowerHudBay, 10% of the consolidated tangible assets of HudBay (excluding the Borrower carrying value of the Fenix Project) as set forth in the annual audited consolidated financial statements of the Borrower HudBay as of the end of the most recently completed fiscal year; or (ii) since December 31, 2020the date hereof, 20% of the consolidated tangible assets of HudBay (excluding the Borrower carrying value of the Fenix Project) as set forth in the annual audited consolidated financial statements of the Borrower HudBay for the most recently completed fiscal year; and (G) DispositionDispositions of Property in accordance with the terms of the Peruvian Equipment Sale Leaseback Documents; and (H) any sale by the Borrower of accounts receivable owed by [REDACTED - COMMERCIALLY SENSITIVE INFORMATION] to the Borrower pursuant to the [REDACTED - COMMERCIALLY SENSITIVE INFORMATION]; and (I) Dispositions of Property held as of November 13, 2024 in connection with the formation of any joint venture formed for the purposes of the management and operation of the Copper World Project Property, provided that 50% or more of the Equity Interests of such joint venture are, at the time of any such Disposition and thereafter, owned, directly or indirectly, by the Borrower and the Borrower or its Affiliate do not relinquish control of the management and operation of the Copper World Property Project to the joint venture partner or any other Person that is not an Affiliate of the Borrower; and (J) the Disposition of Property contemplated by the option agreement dated as of March 7, 2024 between the Borrower and Marubeni, including any amendment of such option agreement to increase the percentage of such Property permitted to be acquired by Xxxxxxxx and any additional party from 20% to up to 30%; (iii) notwithstanding Section 8.6(e)(ii8.5(d)(ii), permit any Disposition, directly or indirectly, of: (A) of all or substantially all of any of the Key Operating Assets (other than the Xxxxxxxxxx Mine); (B) all or any part of the Xxxxxxxxxx Mine; (C) any Equity Interest in any Person who, directly or indirectly, owns all or part of the Xxxxxxxxxx Mine or, (D) subject to Article 12, any Equity Interest in any Person who, directly or indirectly, owns all or part of the Key Operating Assets (other than the Xxxxxxxxxx Mine)Assets.

Business and Property. No Restricted Party shall: (i) carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (ii) permit any Disposition of the whole or any part of its Property except, subject to Section 8.6(e)(iii), for: (A) Dispositions of inventory (including, for certainty, dispositions related to Deferred Revenue Financing Arrangements and Prepaid Metals Transactions permitted hereunder) and obsolete or redundant equipment in the Ordinary Course; (B) any Disposition of Property which has been consented to by the Required Lenders; (C) any Disposition of Property by a Non-Recourse Subsidiary to any other Hudbay Group Member; (D) any Disposition of Property by an Obligor to any other Obligor; (E) any Disposition permitted pursuant to Section 8.6(f)(i); (F) any other Dispositions of Property, if the aggregate fair market value of the assets being Disposed of does not exceed at the time of any such Disposition: (i), ) in any fiscal year of the BorrowerHudbay, 10% of the consolidated tangible assets of the Borrower Hudbay as set forth in the annual audited consolidated financial statements of the Borrower Hudbay as of the end of the most recently completed fiscal year; or (ii) since December 31, 2020, 20% of the consolidated tangible assets of the Borrower Hudbay as set forth in the annual audited consolidated financial statements of the Borrower Hudbay for the most recently completed fiscal year; and; (G) DispositionDispositions Disposition of Property in accordance with the terms of the Peruvian Equipment Sale Leaseback Documents; and (H) any sale by the Borrower Xxxxxx of accounts receivable owed by [REDACTED - COMMERCIALLY SENSITIVE INFORMATION] to the Borrower Hudbay pursuant to the [REDACTED - COMMERCIALLY SENSITIVE INFORMATION]; and (I) Dispositions of Property held as of November 13, 2024 in connection with the formation of any joint venture formed for the purposes of the management and operation of the Copper World Project Property, provided that 50% or more of the Equity Interests of such joint venture are, at the time of any such Disposition and thereafter, owned, directly or indirectly, by the Borrower and the Borrower or its Affiliate do not relinquish control of the management and operation of the Copper World Property Project to the joint venture partner or any other Person that is not an Affiliate of the Borrower; and (J) the Disposition of Property contemplated by the option agreement dated as of March 7, 2024 between the Borrower and Marubeni, including any amendment of such option agreement to increase the percentage of such Property permitted to be acquired by Xxxxxxxx and any additional party from 20% to up to 30%; (iii) notwithstanding Section 8.6(e)(ii), permit any Disposition, directly or indirectly, of: (A) all or substantially all of any of the Key Operating Assets (other than the Xxxxxxxxxx Mine); (B) all or any part of the Xxxxxxxxxx Mine; (C) any Equity Interest in any Person who, directly or indirectly, owns all or part of the Xxxxxxxxxx Mine or, (D) subject to Article 12, any Equity Interest in any Person who, directly or indirectly, owns all or part of the Key Operating Assets (other than the Xxxxxxxxxx Mine).

Business and Property. No Restricted Party shall: (i) carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (ii) permit any Disposition of the whole or any part of its Property except, subject to Section 8.6(e)(iii), for: (A) Dispositions of inventory (including, for certainty, dispositions related to Deferred Revenue Financing Arrangements and Prepaid Metals Transactions permitted hereunder) and obsolete or redundant equipment in the Ordinary Course; (B) any Disposition of Property which has been consented to by the Required Lenders; (C) any Disposition of Property by a Non-Recourse Subsidiary to any other Hudbay Group Member; (D) any Disposition of Property by an Obligor to any other Obligor; (E) any Disposition permitted pursuant to Section 8.6(f)(i); (F) any other Dispositions of Property, if the aggregate fair market value of the assets being Disposed of does not exceed at the time of any such Disposition: (i), in any fiscal year of the BorrowerHudbay, 10% of the consolidated tangible assets of the Borrower Hudbay as set forth in the annual audited consolidated financial statements of the Borrower Hudbay as of the end of the most recently completed fiscal year; or (ii) since December 31, 2020, 20% of the consolidated tangible assets of the Borrower Hudbay as set forth in the annual audited consolidated financial statements of the Borrower Hudbay for the most recently completed fiscal year; and; (G) DispositionDispositions of Property in accordance with the terms of the Peruvian Equipment Sale Leaseback Documents; and (H) any sale by the Borrower Hudbay of accounts receivable owed by [REDACTED - COMMERCIALLY SENSITIVE INFORMATION] to the Borrower Hudbay pursuant to the [REDACTED - COMMERCIALLY SENSITIVE INFORMATION]; and (I) Dispositions of Property held as of November 13, 2024 in connection with the formation of any joint venture formed for the purposes of the management and operation of the Copper World Project Property, provided that 50% or more of the Equity Interests of such joint venture are, at the time of any such Disposition and thereafter, owned, directly or indirectly, by the Borrower and the Borrower or its Affiliate do not relinquish control of the management and operation of the Copper World Property Project to the joint venture partner or any other Person that is not an Affiliate of the Borrower; and (J) the Disposition of Property contemplated by the option agreement dated as of March 7, 2024 between the Borrower and Marubeni, including any amendment of such option agreement to increase the percentage of such Property permitted to be acquired by Xxxxxxxx and any additional party from 20% to up to 30%; (iii) notwithstanding Section 8.6(e)(ii), permit any Disposition, directly or indirectly, of: (A) all or substantially all of any of the Key Operating Assets (other than the Xxxxxxxxxx Mine); (B) all or any part of the Xxxxxxxxxx Mine; (C) any Equity Interest in any Person who, directly or indirectly, owns all or part of the Xxxxxxxxxx Mine or, (D) subject to Article 12, any Equity Interest in any Person who, directly or indirectly, owns all or part of the Key Operating Assets (other than the Xxxxxxxxxx Mine).

Business and Property. No Restricted Party shall: (i) carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (ii) permit any Disposition of the whole or any part of its Property except, subject to Section 8.6(e)(iii), for: (A) Dispositions of inventory (including, for certainty, dispositions related to Deferred Revenue Financing Arrangements and Prepaid Metals Transactions permitted hereunder) and obsolete or redundant equipment in the Ordinary Course; (B) any Disposition of Property which has been consented to by the Required Lenders; (C) any Disposition of Property by a Non-Recourse Subsidiary to any other Hudbay Group Member; (D) any Disposition of Property by an Obligor to any other Obligor; (E) any Disposition permitted pursuant to Section 8.6(f)(i); (F) any other Dispositions of Property, if the aggregate fair market value of the assets being Disposed of does not exceed at the time of any such Disposition: (i), ) in any fiscal year of the BorrowerHudbay, 10% of the consolidated tangible assets of the Borrower Hudbay as set forth in the annual audited consolidated financial statements of the Borrower Hudbay as of the end of the most recently completed fiscal year; or (ii) since December 31, 20202015, 20% of the consolidated tangible assets of the Borrower Hudbay as set forth in the annual audited consolidated financial statements of the Borrower Hudbay for the most recently completed fiscal year; and (G) DispositionDispositions Disposition of all of the assets related to the Rosemont Property to a limited liability company pursuant to and in accordance with the terms of the Peruvian Equipment Sale Leaseback DocumentsRosemont Joint Venture Agreement; and (H) any sale by the Borrower of accounts receivable owed by [REDACTED - COMMERCIALLY SENSITIVE INFORMATION] to the Borrower pursuant to the [REDACTED - COMMERCIALLY SENSITIVE INFORMATION]; and (I) Dispositions of Property held as of November 13, 2024 in connection with the formation of any joint venture formed for the purposes of the management and operation of the Copper World Project Property, provided that 50% or more of the Equity Interests of such joint venture are, at the time of any such Disposition and thereafter, owned, directly or indirectly, by the Borrower and the Borrower or its Affiliate do not relinquish control of the management and operation of the Copper World Property Project to the joint venture partner or any other Person that is not an Affiliate of the Borrower; and (J) the Disposition of Property contemplated by the option agreement dated as of March 7, 2024 between the Borrower and Marubeni, including any amendment of such option agreement to increase the percentage of such Property permitted to be acquired by Xxxxxxxx and any additional party from 20% to up to 30%; (iii) notwithstanding Section 8.6(e)(ii), permit any Disposition, directly or indirectly, of: (A) all or substantially all of any of the Key Operating Assets (other than the Xxxxxxxxxx Costancia Mine); (B) all or any part of the Xxxxxxxxxx Mine; (C) any Equity Interest in any Person who, directly or indirectly, owns all or part of the Xxxxxxxxxx Mine or, (D) subject to Article 12, any Equity Interest in any Person who, directly or indirectly, owns all or part of the Key Operating Assets (other than the Xxxxxxxxxx Mine).

Business and Property. No Restricted Party Obligor shall: (i) carry on any business other than the explorationacquisition of and investment in Royalty Agreements, the developmentCommodity Purchase Contracts, construction long term metals purchase agreements, streaming agreements and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining propertiessimilar Contracts; (ii) permit any Disposition of the whole or any part of its Property except, subject to Section 8.6(e)(iii), except for: (A) Dispositions of inventory (including, for certainty, dispositions related to Deferred Revenue Financing Arrangements and Prepaid Metals Transactions permitted hereunder) and or of obsolete or redundant equipment in the Ordinary Course; (B) any Disposition of Property which has been consented to by the Required Lenders; (C) any Disposition of Property by a Non-Recourse Subsidiary to any other Hudbay Group Member; (D) any Disposition of Property by an Obligor to any other Obligor; (ED) any Disposition permitted pursuant to Section 8.6(f)(i8.4(e)(i); (E) any Disposition by an Obligor of Property consisting of real property rights (whether fee simple, leasehold, mining leases, patented or unpatentented mining claims and other similar interests) in exchange for consideration consisting of, whether in whole or in part, a royalty or stream (or an option therefor) in respect of future mining activities undertaken on or in respect of the real property right so Disposed of; (F) any Disposition by an Obligor of Permitted Investments that constitute marketable securities; (G) any Disposition of any metals or minerals received under the terms of any Royalty Agreements, Commodity Purchase Contracts, long term metals purchase agreements, streaming agreements and similar Contracts made in the Ordinary Course; and (H) any other Dispositions of PropertyProperty (other than Intercompany Debt), if the aggregate fair market value of the assets Property being Disposed of does not exceed at the time of any such Disposition: (i)exceed, in any fiscal year of the BorrowerFiscal Year, 10% of the consolidated tangible book value of all assets of the Borrower as set forth in Borrower, calculated using the annual audited consolidated financial statements of the Borrower as of the end of the most recently completed fiscal year; or (ii) since December 31, 2020, 20% of the consolidated tangible assets of the Borrower as set forth in the annual audited consolidated financial statements of the Borrower for the most recently completed fiscal year; and (G) DispositionDispositions of Property in accordance with the terms of the Peruvian Equipment Sale Leaseback Documents; and (H) any sale by the Borrower of accounts receivable owed by [REDACTED - COMMERCIALLY SENSITIVE INFORMATION] to the Borrower pursuant to the [REDACTED - COMMERCIALLY SENSITIVE INFORMATION]; and (I) Dispositions of Property held as of November 13, 2024 in connection with the formation of any joint venture formed for the purposes of the management and operation of the Copper World Project Property, provided that 50% or more of the Equity Interests of such joint venture are, Fiscal Year at the time of any such Disposition (which, for the avoidance of doubt and thereafternotwithstanding Section 8.4(d)(ii)(C), ownedmay include Dispositions of Property from one Obligor to a Subsidiary, directly or indirectly, by subject to the Borrower and the Borrower or its Affiliate do not relinquish control 10% of the management and operation of the Copper World Property Project to the joint venture partner or any other Person that is not an Affiliate of the Borrowerconsolidated book value threshold); and (JI) a Disposition not otherwise captured by this Section 8.4(d)(ii) by an Obligor of any Royalty Agreements, Commodity Purchase Contracts, long term metals purchase agreements, streaming agreements and similar Contracts, and any other business rights reasonably ancillary and related to such Royalty Agreements, Commodity Purchase Contracts, long term metals purchase agreements, streaming agreements and similar Contracts (including any special purpose vehicle) for non-cash consideration that becomes a Collateral; provided, in each case, (i) that no Default or Event of Default exists at the time of such proposed Disposition and no Default or Event of Default would exist and continue immediately after the implementation of the Disposition of Property contemplated and (ii) no Material Agreement may be Disposed of, unless agreed in writing by the option agreement dated as of March 7, 2024 between the Borrower and Marubeni, including any amendment of such option agreement to increase the percentage of such Property permitted to be acquired by Xxxxxxxx and any additional party from 20% to up to 30%; (iii) notwithstanding Section 8.6(e)(ii), permit any Disposition, directly or indirectly, of: (A) all or substantially all of any of the Key Operating Assets (other than the Xxxxxxxxxx Mine); (B) all or any part of the Xxxxxxxxxx Mine; (C) any Equity Interest in any Person who, directly or indirectly, owns all or part of the Xxxxxxxxxx Mine or, (D) subject to Article 12, any Equity Interest in any Person who, directly or indirectly, owns all or part of the Key Operating Assets (other than the Xxxxxxxxxx Mine)Required Lenders.