Common use of Disposals Clause in Contracts

Disposals. (a) No Obligor shall (and the Parent shall ensure that no other member of the Group will), whether in a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary, sell, lease, transfer or otherwise dispose of any asset. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal: (i) made in the ordinary course of trading of the disposing entity; (ii) of assets in exchange for other assets comparable or superior as to type, value and quality (other than an exchange of a non-cash asset for cash); (iii) of any asset by a member of the Group made by any member of the Group to another member of the Group; (iv) of obsolete or redundant assets; (v) of cash or cash equivalent investments; (vi) of shares pursuant to management and employee share option schemes or pursuant to share buyback arrangements; (vii) by way of dividend or other distribution to its shareholders from its distributable reserves; (viii) which is a lease or licence of property (including intellectual property to the extent not prohibited by this Agreement) in the ordinary course of business; (ix) arising as a result of any Security or Quasi-Security not prohibited under this Agreement; (x) on arm’s length terms of receivables to the extent they are sold on a non-recourse basis; (xi) arising as a result of the Listing Reorganisation; or (xii) where the higher of the market value or consideration receivable (when aggregated with the higher of the market value or consideration receivable for any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to (xi) above) does not exceed the higher of EUR 500,000,000 (or its equivalent in another currency or currencies) and 9 per cent. of Consolidated Total Assets in any financial year.

Disposals. (a) No Obligor shall (and the Parent Company shall ensure that no other member of the Group will), whether in ) enter into a single transaction or a series of transactions (whether related or not) not and whether voluntary or involuntary, ) to sell, lease, transfer or otherwise dispose of (each a "disposal") any asset. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal: (i) of stock made in the ordinary course of trading of the disposing entity; (ii) of cash: LD857960/50 (A) for the acquisition on arm's length terms of assets permitted or required under this Agreement; or (B) for any other purpose not prohibited under this Agreement; (iii) constituting the creation of any Security permitted under paragraph (d) of Clause 22.4 (Negative pledge); (iv) of an obsolete or redundant asset which is no longer required for the purposes of the business; (v) of assets in exchange for other assets comparable or superior as to type, value and quality (other than an exchange of a non-cash asset for cash)and location; (iiivi) of any asset by a member of the Group made by any member of the Group to another member of the Group; (iv) Group which is a wholly owned Subsidiary of obsolete or redundant assets; (v) of cash or cash equivalent investments; (vi) of shares pursuant to management and employee share option schemes or pursuant to share buyback arrangementsthe Parent; (vii) (where the interest of the Company in the transferee is no less than its interest in the transferor) by way a member of dividend or other distribution the Group to its shareholders from its distributable reservesa member of the Group which is not a wholly owned Subsidiary of the Parent; (viii) which is a lease or licence of property (including intellectual property to the extent not prohibited by this Agreement) in the ordinary course of business; (ix) arising as a result of any Security or Quasi-Security not prohibited under this Agreement; (x) on arm’s length terms of receivables to the extent they are sold on a non-recourse basis; (xi) arising as a result of the Listing Reorganisation; or (xii) where the higher of the market value or consideration receivable (when aggregated with the higher of the market value or consideration receivable for of any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to (xivii) above) does not exceed the higher of EUR 500,000,000 (or its equivalent in another currency or currencies) and 9 10 per cent. of Consolidated Total Assets in any financial yearyear of the Company; or (ix) approved by the Majority Lenders; or (x) in respect of a Subsidiary which becomes a member of the Group after the date of this Agreement, of assets owned by that Subsidiary at the time of its acquisition during the 12 Month period following the acquisition of that Subsidiary, provided that each disposal is (except in any case referred to in paragraph (vi)) made on arm's length terms for full market value and would not (in each case) have a Material Adverse Effect. (c) Nothing in paragraphs (b)(i) to (v), (vii), (viii) or (ix) permits the disposal by any member of the Group of any shares in a Guarantor. (d) For the purposes of Clause 22.5(b)(vi), Asturiana de Zinc, S.A. will be considered a wholly owned Subsidiary of the Parent provided the Parent directly or indirectly owns not less than 99.98 per cent. of the shares of Asturiana de Zinc, S.A.

Disposals. (a) No Obligor shall (and the Parent Company shall ensure that no other member of the Group will), whether in ) enter into a single transaction or a series of transactions (whether related or not) not and whether voluntary or involuntary, ) to sell, lease, transfer or otherwise dispose of (each a "disposal") any asset. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal: (i) of stock made in the ordinary course of trading of the disposing entity; (ii) of cash: LD943539/9 (A) for the acquisition on arm's length terms of assets permitted or required under this Agreement; or (B) for any other purpose not prohibited under this Agreement; (iii) constituting the creation of any Security permitted under paragraph (d) of Clause 22.4 (Negative pledge); (iv) of an obsolete or redundant asset which is no longer required for the purposes of the business; (v) of assets in exchange for other assets comparable or superior as to type, value and quality (other than an exchange of a non-cash asset for cash)and location; (iiivi) of any asset by a member of the Group made by any member of the Group to another member of the Group; (iv) Group which is a wholly owned Subsidiary of obsolete or redundant assets; (v) of cash or cash equivalent investments; (vi) of shares pursuant to management and employee share option schemes or pursuant to share buyback arrangementsthe Parent; (vii) (where the interest of the Company in the transferee is no less than its interest in the transferor) by way a member of dividend or other distribution the Group to its shareholders from its distributable reservesa member of the Group which is not a wholly owned Subsidiary of the Parent; (viii) which is a lease or licence of property (including intellectual property to the extent not prohibited by this Agreement) in the ordinary course of business; (ix) arising as a result of any Security or Quasi-Security not prohibited under this Agreement; (x) on arm’s length terms of receivables to the extent they are sold on a non-recourse basis; (xi) arising as a result of the Listing Reorganisation; or (xii) where the higher of the market value or consideration receivable (when aggregated with the higher of the market value or consideration receivable for of any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to (xivii) above) does not exceed the higher of EUR 500,000,000 (or its equivalent in another currency or currencies) and 9 10 per cent. of Consolidated Total Assets in any financial yearyear of the Company; or (ix) approved by the Majority Lenders; or (x) in respect of a Subsidiary which becomes a member of the Group after the date of this Agreement, of assets owned by that Subsidiary at the time of its acquisition during the 12 Month period following the acquisition of that Subsidiary, provided that each disposal is (except in any case referred to in paragraph (vi)) made on arm's length terms for full market value and would not (in each case) have a Material Adverse Effect. (c) Nothing in paragraphs (b)(i) to (v), (vii), (viii) or (ix) permits the disposal by any member of the Group of any shares in a Guarantor. (d) For the purposes of Clause 22.5(b)(vi), Asturiana de Zinc, S.A. will be considered a wholly owned Subsidiary of the Parent provided the Parent directly or indirectly owns not less than 99.98 per cent. of the shares of Asturiana de Zinc, S.A.

Disposals. (a) No Obligor shall (and the Parent shall ensure Borrower will procure that no other member of the Group will), whether in ) enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary, involuntary to sell, lease, transfer or otherwise dispose of any asset. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposaldisposal of an asset other than an asset forming part of the Charged Property: (i) made in the ordinary course of trading day to day business (including any intra-group capital contributions) of the disposing entity; (ii) made by a member of the Group (the “Disposing Company”) to another member of the Group (the “Acquiring Company”) provided that such sale, lease, transfer or other disposal of an asset by the Disposing Company to the Acquiring Company does not adversely affect the financial condition of the Group; (iii) of assets in exchange for other assets comparable or superior as to type, value and quality (other than an exchange of a non-cash asset for cash); (iii) of any asset by a member of the Group made by any member of the Group to another member of the Group; (iv) of obsolete or redundant assets; (v) of cash or cash equivalent investments; (vi) of shares pursuant to management and employee share option schemes or pursuant to share buyback arrangements; (vii) by way of dividend or other distribution to its shareholders from its distributable reserves; (viii) which is a lease or licence of property (including intellectual property to the extent not prohibited by this Agreement) in the ordinary course of business; (ix) arising as a result of any Security or Quasi-Security not prohibited under this Agreement; (x) on arm’s length terms of receivables to the extent they are sold on a non-recourse basis; (xi) arising as a result of the Listing Reorganisationquality; or (xiiiv) where the higher of the market value or consideration receivable (when aggregated with the higher of the market value or consideration receivable for any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to or (xiii) above) does not exceed the higher of EUR 500,000,000 $10,000,000 (or its equivalent in another currency or currencies) and 9 per cent. of Consolidated Total Assets in any financial year, provided that, in each case, any such sale, lease, transfer or other disposal would not result in the Guarantor being in breach of any of its obligations under clause 17.1 (Financial Condition). (c) Paragraph (a) also does not apply to: (i) any sale, lease, transfer or other disposal in the ordinary course of trading of the disposing entity of any of the Charged Property subject only to a floating charge before the floating charge crystallises or the security created pursuant to the Transaction Security Documents has become enforceable; (ii) any solvent liquidation or winding up of any member of the Group (other than the Borrower and the Applicants); and (iii) any disposition of operating leases.

Disposals. (a) No Obligor shall (and the Parent shall ensure The Borrower will procure that no other member of the Group will), will (whether in by a single transaction or a series number of transactions (whether related or not) unrelated transactions and whether voluntary at the same time or involuntary, sell, lease, transfer over a period of time) Dispose of all or otherwise dispose any part of any asset. (b) Paragraph (a) above does not apply to any sale, lease, transfer or its assets other disposalthan Disposals made on arms’ length terms and at fair market value: (i) made in the ordinary course of trading of the disposing entity; (ii) of assets in exchange for other assets comparable or superior as to type, value and quality (other than an exchange of shares in a non-cash asset for cash); (iii) of any asset by a member of the Group made by any member of the Group to another member of the Group; (iv) of obsolete or redundant assets; (v) of cash or cash equivalent investments; (vi) of shares pursuant to management and employee share option schemes or pursuant to share buyback arrangements; (vii) by way of dividend or other distribution to its shareholders from its distributable reserves; (viii) which is a lease or licence of property (including intellectual property to the extent not prohibited by this AgreementMaterial Subsidiary) in the ordinary course of business; (ixii) arising as a result of any Security or Quasicash, Short-Security Term Investments and Investments provided such disposals are not prohibited under by any other provision of this Agreement; (xiii) on arm’s length terms the transfer of title to Assets or receivables to a fonds commun de créance or other entity in the context of an Asset securitisation (titrisation) provided such Assets or receivables are sold for cash; (iv) to a Material Subsidiary; (v) of assets for the purpose of sale and leaseback transactions to the extent they are sold on a non-recourse basispermitted hereunder; (xivi) arising of assets solely for the purpose of reducing its existing Vendor Financing commitments; (vii) pursuant to a transaction or transactions permitted by Clause 19.8(a) (Acquisitions and Mergers); (viii) contemplated in the Strategic Plan or the Protocol; (ix) pursuant to a transaction or transactions (i) in respect of which the disposal proceeds shall not exceed an aggregate maximum of €150,000,000 per annum, or (ii) if and for so long as the Borrower is Investment Grade, which do not give rise to a result of the Listing ReorganisationMaterial Adverse Effect; or (xiix) where as permitted with the higher prior consent of the market value or consideration receivable (when aggregated with the higher of the market value or consideration receivable for any other saleMajority Banks, lease, transfer or other disposal, other than any permitted in each case provided that disposals under paragraphs (iiii) to (xi) above) does not exceed the higher of EUR 500,000,000 (or its equivalent in another currency or currenciesvii) and 9 per cent. (ix) inclusive are only permitted so long as no Event of Consolidated Total Assets in any financial yearDefault or Early Repayment Event has occurred which is continuing.

Disposals. (a) No Obligor shall (and the Parent Company shall ensure that no other member of the Group will), whether in ) enter into a single transaction or a series of transactions (whether related or not) not and whether voluntary or involuntary, ) to sell, lease, transfer or otherwise dispose of (each a “disposal”) any asset. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal: (i) of stock made in the ordinary course of trading of the disposing entity; (ii) of cash: LD857960/38 (A) for the acquisition on arm’s length terms of assets permitted or required under this Agreement; or (B) for any other purpose not prohibited under this Agreement; (iii) constituting the creation of any Security permitted under paragraph (d) of Clause 22.4 (Negative pledge); (iv) of an obsolete or redundant asset which is no longer required for the purposes of the business; (v) of assets in exchange for other assets comparable or superior as to type, value and quality (other than an exchange of a non-cash asset for cash)and location; (iiivi) of any asset by a member of the Group made by any member of the Group to another member of the Group; (iv) Group which is a wholly owned Subsidiary of obsolete or redundant assets; (v) of cash or cash equivalent investments; (vi) of shares pursuant to management and employee share option schemes or pursuant to share buyback arrangementsthe Parent; (vii) (where the interest of the Company in the transferee is no less than its interest in the transferor) by way a member of dividend or other distribution the Group to its shareholders from its distributable reservesa member of the Group which is not a wholly owned Subsidiary of the Parent; (viii) which is a lease or licence of property (including intellectual property to the extent not prohibited by this Agreement) in the ordinary course of business; (ix) arising as a result of any Security or Quasi-Security not prohibited under this Agreement; (x) on arm’s length terms of receivables to the extent they are sold on a non-recourse basis; (xi) arising as a result of the Listing Reorganisation; or (xii) where the higher of the market value or consideration receivable (when aggregated with the higher of the market value or consideration receivable for of any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to (xivii) above) does not exceed the higher of EUR 500,000,000 (or its equivalent in another currency or currencies) and 9 10 per cent. of Consolidated Total Assets in any financial yearyear of the Company; or (ix) approved by the Majority Lenders; or (x) in respect of a Subsidiary which becomes a member of the Group after the date of this Agreement, of assets owned by that Subsidiary at the time of its acquisition during the 12 Month period following the acquisition of that Subsidiary, provided that each disposal is (except in any case referred to in paragraph (vi)) made on arm’s length terms for full market value and would not (in each case) have a Material Adverse Effect. (c) Nothing in paragraphs (b)(i) to (v), (vii), (viii) or (ix) permits the disposal by any member of the Group of any shares in a Guarantor. (d) For the purposes of Clause 22.5(b)(vi), Asturiana de Zinc, S.A. will be considered a wholly owned Subsidiary of the Parent provided the Parent directly or indirectly owns not less than 99.98 per cent. of the shares of Asturiana de Zinc, S.A.

Disposals. (a) No Obligor the Company will procure that no Guaranteed Subsidiary or Material Subsidiary shall (and the Parent shall ensure that no other member of the Group will), whether in by a single transaction or a series number of transactions (whether related or not) unrelated transactions and whether voluntary at the same time or involuntary, sell, lease, transfer or otherwise over a period of time) dispose of all or any asset. (b) Paragraph (a) above does not apply to any sale, lease, transfer or part of its Assets other disposalthan Disposals made on arms’ length terms at fair market value: (i) made in the ordinary course of trading of the disposing entity; (ii) of assets in exchange for other assets comparable or superior as to type, value and quality (other than an exchange of shares in a non-cash asset for cash); (iii) of any asset by a member of the Group made by any member of the Group to another member of the Group; (iv) of obsolete or redundant assets; (v) of cash or cash equivalent investments; (vi) of shares pursuant to management and employee share option schemes or pursuant to share buyback arrangements; (vii) by way of dividend or other distribution to its shareholders from its distributable reserves; (viii) which is a lease or licence of property (including intellectual property to the extent not prohibited by this AgreementMaterial Subsidiary) in the ordinary course of business; (ixii) arising as a result of any Security or Quasicash, Short-Security Term Investments and Investments provided such disposals are not prohibited under by any other provision hereof; (iii) the transfer of title to Assets or receivables to a fonds commun de créance or other entity in the context of an Asset securitisation (titrisation) provided such Assets or receivables are sold for cash; (iv) to a Material Subsidiary; (v) of assets for the purpose of sale and leaseback transactions to the extent permitted by this Agreement; (xvi) on arm’s length terms of receivables to assets solely for the extent they are sold on a non-recourse basispurpose of reducing its existing Vendor Financing commitments; (xivii) arising contemplated in the Strategic Plan or the Protocol; (viii) pursuant to a transaction or transactions permitted by Clause 27.1(f)(i); (ix) pursuant to a transaction or transactions (A) in respect of which the disposal proceeds shall not exceed an aggregate maximum of EUR 150,000,000 per annum, or (B) if and for so long as ALSTOM is Investment Grade, which do not give rise to a result of the Listing ReorganisationMaterial Adverse Effect; or (xiix) where as permitted with the higher prior consent of the market value or consideration receivable (when aggregated with the higher of the market value or consideration receivable for any other saleMajority Banks, lease, transfer or other disposal, other than any permitted in each case provided that disposals under paragraphs (iiii) to (xi) above) does not exceed the higher of EUR 500,000,000 (or its equivalent in another currency or currenciesi) and 9 per cent. of Consolidated Total Assets in any financial year.(ix) inclusive are only permitted so long as no Drawstop Event has occurred which is continuing;

Disposals. (a) No Obligor shall (and the each Unit Parent shall ensure that no other member of the Group its Unit will), whether in ) enter into a single transaction or a series of transactions (whether related or not) not and whether voluntary or involuntary, ) to sell, lease, transfer or otherwise dispose of any asset. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposaldisposal of assets: (i) made in the ordinary course of trading of the disposing entity; (ii) of assets in exchange for (or the proceeds of which are used to purchase within 12 months of the date of the disposal) other assets comparable or superior as to type, value and quality (other than an exchange of a non-cash asset for cash)quality; (iii) of any asset by from a member of the Group made by any to an Obligor; (iv) from a member of the Group which is not an Obligor to another member of the Group; (ivv) of which are obsolete or redundant assets; (v) of cash vehicles, plant, machinery or cash equivalent investmentsequipment; (vi) of shares pursuant to management and employee share option schemes or pursuant to share buyback arrangementswhich are Cash where that disposal is not otherwise prohibited by the Finance Documents; (vii) by way of dividend which are Cash Equivalent Investments for cash or in exchange for other distribution to its shareholders from its distributable reservesCash Equivalent Investments; (viii) which is a lease or licence of property (including intellectual property to the extent not prohibited by this Agreement) in the ordinary course of business; (ix) arising as a result of any Security or Quasi-Security not prohibited under this Agreement; (x) on arm’s length terms of receivables to the extent they are sold on a non-recourse basis; (xi) arising as a result of the Listing Reorganisation; orcreation of any Security or Quasi Security permitted under clause 31.4 (Negative pledge); (xiiix) pursuant to any Permitted Reorganisation; (x) which is a Permitted Joint Venture Transaction; (xi) where the higher of the market value or consideration receivable (when aggregated with the higher of the market value or consideration receivable for any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to (xix) above) does not exceed exceed: (A) 2.5% of the higher market value of EUR 500,000,000 the assets of the Group (or its equivalent in another currency or currencies) and 9 per cent. of Consolidated Total Assets in any financial yearFinancial Year; or (B) U.S.$35,000,000 in aggregate since the date of this Agreement; or (xii) pursuant to a Permitted Disposal.

Disposals. (a) No Obligor shall (and the Parent Company shall ensure that no other member of the Group will), whether in enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary, involuntary to sell, lease, transfer or otherwise dispose of any asset. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal: (i) of assets made in the ordinary course of trading and on arm's length terms of the disposing entity; (ii) of assets in exchange for other assets comparable or superior as to type, value and quality (other than an exchange of a non-cash asset for cash)quality; (iii) by one Obligor to another Obligor if that other Obligor is party to a legally valid binding and enforceable Security Document which creates a first priority Security over all of its assets; (iv) for cash on arm's length terms of any asset by a member obsolete assets not required for the efficient operation of the business of the Group made and/or Tradin Organics USA LLC by any member of the Group to another member of the Group; (iv) of obsolete or redundant assetsand/or Tradin Organics USA LLC; (v) of cash or cash equivalent investmentsin respect of payment of management fees to SunOpta Inc. provided that any such payment does not in aggregate exceed EUR 5,000,000 per annum; (vi) of shares pursuant to management and employee share option schemes or pursuant to share buyback arrangementscash where that disposal is not otherwise prohibited by the Finance Documents; (vii) by way of dividend permitted under clause 24.3 (Negative pledge) or other distribution 24.13 (Dividends) (to its shareholders from its distributable reservesthe extent agreed under that clause); (viii) which is a lease of any shares in SunOpta Food (Dalian) Ltd. or licence of property (including intellectual property to the extent not prohibited any assets owned by this Agreement) in the ordinary course of businessthat entity; (ix) arising as a result of any Security or Quasi-Security not prohibited under this Agreement; (x) on arm’s length terms of receivables shares in Tradin Organics USA LLC to Co peratie SunOpta U.A. in relation to the extent they are sold on a non-recourse basis; (xi) arising as a result of the Listing Reorganisation; or (xiix) where any disposal not permitted by the preceding paragraphs provided that the higher of the market value or consideration receivable (when aggregated with and the higher of the market value or consideration receivable for all assets subject to any other sale, lease, transfer or other disposal, other than such disposal during any permitted under paragraphs (i) to (xi) above) calendar year does not in aggregate exceed the higher of EUR 500,000,000 (or its equivalent in another currency or currencies) and 9 per cent. of Consolidated Total Assets in any financial year500,000.

Disposals. (a) No Obligor shall (and the Parent Company shall ensure that no other member of the Group will), whether in ) enter into a single transaction or a series of transactions (whether related or not) not and whether voluntary or involuntary, ) to sell, lease, transfer or otherwise dispose of (each a "disposal") any asset. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal: (i) of stock made in the ordinary course of trading of the disposing entity; (ii) of cash: LD885224/33 (A) for the acquisition on arm's length terms of assets permitted or required under this Agreement; or (B) for any other purpose not prohibited under this Agreement; (iii) constituting the creation of any Security permitted under paragraph (d) of Clause 23.4 (Negative pledge); (iv) of an obsolete or redundant asset which is no longer required for the purposes of the business; (v) of assets in exchange for other assets comparable or superior as to type, value and quality (other than an exchange of a non-cash asset for cash)and location; (iiivi) of any asset by a member of the Group made by any member of the Group to another member of the Group; (iv) Group which is a wholly owned Subsidiary of obsolete or redundant assets; (v) of cash or cash equivalent investments; (vi) of shares pursuant to management and employee share option schemes or pursuant to share buyback arrangementsthe Parent; (vii) (where the interest of the Company in the transferee is no less than its interest in the transferor) by way a member of dividend or other distribution the Group to its shareholders from its distributable reservesa member of the Group which is not a wholly owned Subsidiary of the Parent; (viii) which is a lease or licence of property (including intellectual property to the extent not prohibited by this Agreement) in the ordinary course of business; (ix) arising as a result of any Security or Quasi-Security not prohibited under this Agreement; (x) on arm’s length terms of receivables to the extent they are sold on a non-recourse basis; (xi) arising as a result of the Listing Reorganisation; or (xii) where the higher of the market value or consideration receivable (when aggregated with the higher of the market value or consideration receivable for of any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to (xivii) above) does not exceed the higher of EUR 500,000,000 (or its equivalent in another currency or currencies) and 9 10 per cent. of Consolidated Total Assets in any financial yearyear of the Company; or (ix) approved by the Majority Lenders; or (x) in respect of a Subsidiary which becomes a member of the Group after the date of this Agreement, of assets owned by that Subsidiary at the time of its acquisition during the 12 month period following the acquisition of that Subsidiary, provided that each disposal is (except in any case referred to in paragraph (vi)) made on arm's length terms for full market value and would not (in each case) have a Material Adverse Effect. (c) Nothing in paragraphs (b)(i) to (v), (vii), (viii) or (ix) permits the disposal by any member of the Group of any shares in a Guarantor. (d) For the purposes of Clause 23.5(b)(vi), Asturiana de Zinc, S.A. will be considered a wholly owned Subsidiary of the Parent provided the Parent directly or indirectly owns not less than 99.98 per cent. of the shares of Asturiana de Zinc, S.A.

Disposals. (a) No Obligor shall (and the Parent shall ensure The Borrower will procure that no other member of the Group will), will (whether in by a single transaction or a series number of transactions (whether related or not) unrelated transactions and whether voluntary at the same time or involuntary, sell, lease, transfer over a period of time) Dispose of all or otherwise dispose any part of any asset. (b) Paragraph (a) above does not apply to any sale, lease, transfer or its assets other disposalthan Disposals made on arms’ length terms and at fair market value: (i) made in the ordinary course of trading of the disposing entity; (ii) of assets in exchange for other assets comparable or superior as to type, value and quality (other than an exchange of shares in a non-cash asset for cash); (iii) of any asset by a member of the Group made by any member of the Group to another member of the Group; (iv) of obsolete or redundant assets; (v) of cash or cash equivalent investments; (vi) of shares pursuant to management and employee share option schemes or pursuant to share buyback arrangements; (vii) by way of dividend or other distribution to its shareholders from its distributable reserves; (viii) which is a lease or licence of property (including intellectual property to the extent not prohibited by this AgreementMaterial Subsidiary) in the ordinary course of business; (ii) of cash, Short-Term Investments and Investments provided such disposals are not prohibited by any other provision hereof; (iii) the transfer of title to Assets or receivables to a fonds commun de créance or other entity in the context of an Asset securitisation (titrisation) provided such Assets or receivables are sold for cash; (iv) to a Material Subsidiary; (v) of assets for the purpose of sale and leaseback transactions to the extent permitted hereunder; (vi) of assets solely for the purpose of reducing its existing Vendor Financing commitments; (vii) pursuant to a transaction or transactions permitted by Clause 18.8(a) (Acquisitions and Mergers); (viii) contemplated in the Strategic Plan or the Protocol; (ix) arising pursuant to a transaction or transactions (i) in respect of which the disposal proceeds shall not exceed an aggregate maximum of EUR 150,000,000 per annum, or (ii) if and for so long as the Borrower is Investment Grade, which do not give rise to a result of any Security or Quasi-Security not prohibited under this Agreement;Material Adverse Effect; or (x) on arm’s length terms of receivables to as permitted with the extent they are sold on a non-recourse basis; (xi) arising as a result prior consent of the Listing Reorganisation; or (xii) where the higher of the market value or consideration receivable (when aggregated with the higher of the market value or consideration receivable for any other saleMajority Lenders, lease, transfer or other disposal, other than any permitted in each case provided that disposals under paragraphs (iiii) to (xi) above) does not exceed the higher of EUR 500,000,000 (or its equivalent in another currency or currenciesvii) and 9 per cent. (ix) inclusive are only permitted so long as no Event of Consolidated Total Assets in any financial yearDefault or Early Repayment Event has occurred which is continuing.

Disposals. (a) No Obligor shall (and the Parent Borrower shall ensure that no other member of the Borrower Group will), whether in ) enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary, involuntary to sell, lease, transfer or otherwise dispose of any asset. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal: (i) in respect of the Parent, any sale, lease, licence, transfer or other disposal that it is permitted to make under the terms of: (A) the Parent Facility Agreement; or (B) to the extent that the relevant provision(s) of the Parent Facility Agreement have been amended and/or waived and such amended/waived provision(s) does/do not, and could not, relate to any member of the Borrower Group, the Effective Parent Facility Agreement; (ii) made in the ordinary course of trading of the disposing entity;; APJ/MSXM/076001.00588/1023271103.9Page 72 (iiiii) of assets in exchange for other assets comparable or superior as to type, value and quality (other than an exchange of a non-cash asset for cash); (iii) of any asset by a member of the Group made by any member of the Group to another member of the Group; (iv) of obsolete or redundant assets; (v) of cash or cash equivalent investments; (vi) of shares pursuant to management and employee share option schemes or pursuant to share buyback arrangements; (vii) by way of dividend or other distribution to its shareholders from its distributable reserves; (viii) which is a lease or licence of property (including intellectual property to the extent not prohibited by this Agreement) in the ordinary course of business; (ix) arising as a result of any Security or Quasi-Security not prohibited under this Agreement; (x) on arm’s length terms of receivables to the extent they are sold on a non-recourse basis; (xi) arising as a result of the Listing Reorganisation; or (xiii) where the higher of the market value or consideration receivable (when aggregated with the higher of the market value or consideration receivable for any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to (xiiii) above) does not exceed an amount equal to 7.5 per cent of the higher Tangible Net Assets of EUR 500,000,000 the Borrower (or its equivalent in another currency or currencies) and 9 per cent. of Consolidated Total Assets in any financial year.