Common use of Disposals Clause in Contracts

Disposals. (a) No Obligor shall (and each Obligor shall ensure that none of its Subsidi­aries will), enter into a single transaction or a series of transactions (whether related or 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 disposal: (i) which is made on arm's length terms and for fair market value in the ordinary course of trading or business of the disposing entity; (ii) of assets which are obsolete; (iii) which is made from any Obligor to another Obligor; (iv) which is made from any Obligor to a wholly-owned subsidiary being a member of the Group which is not an Obligor, provided that the fair market value of the assets to be disposed of does not, when aggregated with the fair market value of all other assets disposed of pursuant to this paragraph (b)(iv) exceed EUR 5,000,000 (or its equivalent in any other currency or curren­cies); (v) of assets in exchange for other assets comparable or superior as to type, value and quality; (vi) which is a Permitted Affiliate Transaction; (vii) made in connection with the granting of a non-exclusive licence to use any Intellectual Property owned by members of the Group provided that any such licences do not prohibit any of the mem­ber of the Group from using any Intellectual Property which is material to its business; (viii) made with the prior written consent of the Majority Lenders; (ix) of non-core assets which is made on arm's length terms and for fair market value provided that the consideration receivable (when aggregated with the consideration receivable for any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to (viii) above) does not exceed EUR 5,000,000 (or its equivalent in another currency or currencies) in any financial year; (x) of cash other than by way of a payment to any member of the Group which is not an Obligor as equity payment, it being under­stood, however, that payments to Unterstützungskasse Kronos Ti­tan GmbH up to an aggregate amount of EUR 1,000,000 (or its equivalent in another currency or currencies) shall be permitted, and provided that such disposal is not otherwise prohibited by this Agreement; or (xi) of Cash Equivalent Investments on arms' length terms.

Disposals. (a) No Obligor shall (and each Obligor the Company shall ensure that none no other member of its Subsidi­aries the Group will), ) enter into a single transaction or a series of transactions (whether related or not) not and whether voluntary or involuntary 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) which is of stock made on arm's length terms and for fair market value in the ordinary course of trading or business of the disposing entity; (ii) of cash: (A) for the acquisition on arm's length terms of assets which are obsoletepermitted or required under this Agreement; or (B) for any other purpose not prohibited under this Agreement; (iii) which is made from constituting the creation of any Obligor to another ObligorSecurity permitted under paragraph (d) of Clause 23.4 (Negative pledge); (iv) of an obsolete or redundant asset which is made from any Obligor to a wholly-owned subsidiary being a member no longer required for the purposes of the Group which is not an Obligor, provided that the fair market value of the assets to be disposed of does not, when aggregated with the fair market value of all other assets disposed of pursuant to this paragraph (b)(iv) exceed EUR 5,000,000 (or its equivalent in any other currency or curren­cies)business; (v) of assets in exchange for other assets comparable or superior as to type, value and qualityquality and location; (vi) by a member of the Group to another member of the Group which is a Permitted Affiliate Transactionwholly owned Subsidiary of the Parent; (vii) made (where the interest of the Company in connection with the granting of transferee is no less than its interest in the transferor) by a non-exclusive licence to use any Intellectual Property owned by members member of the Group provided that any such licences do not prohibit any of the mem­ber to a member of the Group from using any Intellectual Property which is material to its businessnot a wholly owned Subsidiary of the Parent; (viii) made with where the prior written consent of the Majority Lenders; (ix) of non-core assets which is made on arm's length terms and for fair market value provided that the consideration receivable (when aggregated with the consideration receivable for market value of any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to (viiivii) above) does not exceed EUR 5,000,000 (or its equivalent in another currency or currencies) 10 per cent. of Total Assets in any financial year;year of the Company; or (ix) approved by the Majority Lenders; or (x) of cash other than by way in respect of a payment 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 which is not an Obligor as equity payment, it being under­stood, however, that payments to Unterstützungskasse Kronos Ti­tan GmbH up to an aggregate amount of EUR 1,000,000 (or its equivalent any shares in another currency or currencies) shall be permitted, and provided that such disposal is not otherwise prohibited by this Agreement; ora Guarantor. (xid) For the purposes of Cash Equivalent Investments on arms' length terms.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 each Obligor the Company shall ensure that none no other member of its Subsidi­aries the Group will), ) enter into a single transaction or a series of transactions (whether related or not) not and whether voluntary or involuntary 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) which is of stock made on arm's length terms and for fair market value in the ordinary course of trading or business of the disposing entity; (ii) of cash: LD943539/9 (A) for the acquisition on arm's length terms of assets which are obsoletepermitted or required under this Agreement; or (B) for any other purpose not prohibited under this Agreement; (iii) which is made from constituting the creation of any Obligor to another ObligorSecurity permitted under paragraph (d) of Clause 22.4 (Negative pledge); (iv) of an obsolete or redundant asset which is made from any Obligor to a wholly-owned subsidiary being a member no longer required for the purposes of the Group which is not an Obligor, provided that the fair market value of the assets to be disposed of does not, when aggregated with the fair market value of all other assets disposed of pursuant to this paragraph (b)(iv) exceed EUR 5,000,000 (or its equivalent in any other currency or curren­cies)business; (v) of assets in exchange for other assets comparable or superior as to type, value and qualityquality and location; (vi) by a member of the Group to another member of the Group which is a Permitted Affiliate Transactionwholly owned Subsidiary of the Parent; (vii) made (where the interest of the Company in connection with the granting of transferee is no less than its interest in the transferor) by a non-exclusive licence to use any Intellectual Property owned by members member of the Group provided that any such licences do not prohibit any of the mem­ber to a member of the Group from using any Intellectual Property which is material to its businessnot a wholly owned Subsidiary of the Parent; (viii) made with where the prior written consent of the Majority Lenders; (ix) of non-core assets which is made on arm's length terms and for fair market value provided that the consideration receivable (when aggregated with the consideration receivable for market value of any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to (viiivii) above) does not exceed EUR 5,000,000 (or its equivalent in another currency or currencies) 10 per cent. of Total Assets in any financial year;year of the Company; or (ix) approved by the Majority Lenders; or (x) of cash other than by way in respect of a payment 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 which is not an Obligor as equity payment, it being under­stood, however, that payments to Unterstützungskasse Kronos Ti­tan GmbH up to an aggregate amount of EUR 1,000,000 (or its equivalent any shares in another currency or currencies) shall be permitted, and provided that such disposal is not otherwise prohibited by this Agreement; ora Guarantor. (xid) For the purposes of Cash Equivalent Investments on arms' length terms.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 Except as provided below, no member of the Group may, and the Company shall (and each Obligor shall ensure procure that none no member of its Subsidi­aries the Group will), enter into either in a single transaction or in a series of transactions (and whether related or not) and whether voluntary or involuntary to , sell, leasetransfer, transfer or otherwise dispose of all or any assetpart of its present or future assets. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal: (i) which is made on arm's ’s length commercial terms and for fair market value reasonable consideration and in the ordinary course of trading or business of the disposing entity, provided that: (A) the higher of the market value and consideration receivable for such sale, transfer or disposal (when aggregated with the higher of the market value and consideration for any other sale, transfer or disposal allowed under this Subclause) does not exceed HK$350,000,000 or its equivalent, provided that the Company shall inform the Facility Agent of any such sale, transfer or disposal of which the higher of the market value and consideration receivable exceeds HK$200,000,000 or its equivalent within 30 days of the completion of such sale, transfer or disposal; and (B) no Default or Event of Default would occur as a result of such sale, transfer or disposal; (ii) of trading stock or cash, machinery, raw materials or other current assets which are obsoletemade by any member of the Group in the ordinary course of trading of the Group; (iii) by a member of the Group which is made from any an Obligor to another member of the Group which is an Obligor; (iv) by a member of the Group which is made from any an Obligor to a wholly-owned subsidiary being any other member of the Group of any machinery, raw materials and trading stock, for arm’s length consideration and commercial terms and for the ordinary course of business of the Group; (v) of any cash for the purpose of capital injections to be made by any member of the Group to another member of the Group, which is for the ordinary course of business of the Group; (vi) by a member of the Group which is not an Obligor, provided that Obligor and not incorporated in the fair market value of the assets PRC to be disposed of does not, when aggregated with the fair market value of all other assets disposed of pursuant to this paragraph (b)(iv) exceed EUR 5,000,000 (or its equivalent in any other currency or curren­cies); (v) of assets in exchange for other assets comparable or superior as to type, value and quality; (vi) which is a Permitted Affiliate Transaction; (vii) made in connection with the granting of a non-exclusive licence to use any Intellectual Property owned by members of the Group provided that any such licences do not prohibit any of the mem­ber of the Group from using any Intellectual Property which is material to its business; (viii) made with the prior written consent of the Majority Lenders; (ix) of non-core assets which is made on arm's length terms and for fair market value provided that the consideration receivable (when aggregated with the consideration receivable for any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to (viii) above) does not exceed EUR 5,000,000 (or its equivalent in another currency or currencies) in any financial year; (x) of cash other than by way of a payment to any member of the Group which is not an Obligor and not incorporated in the PRC; (vii) by a member of the Group which is incorporated in the PRC to another member of the Group which is incorporated in the PRC; (viii) of used, worn out, obsolete or surplus property by any Obligor in the ordinary course of business and the abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Obligors taken as equity payment, it being under­stood, however, that payments to Unterstützungskasse Kronos Ti­tan GmbH up to an aggregate amount of EUR 1,000,000 (or its equivalent in another currency or currencies) shall be permitted, and provided that such disposal is not otherwise prohibited by this Agreementa whole; or (xiix) of Cash Equivalent Investments on arms' length termsrelated to any amalgamation, demerger, merger or corporate reconstruction in compliance with Subclause 22.10 (Mergers).

Disposals. (a) No Obligor shall (and each Obligor shall ensure that none Except as provided below, no member of its Subsidi­aries will)the Group may, enter into either in a single transaction or in a series of transactions (and whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of all or any assetpart of its assets. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal: (i) which is made on arm's length terms and for fair market value in the ordinary course of trading or business of the disposing entity; (ii) of assets which are obsolete; (iii) which is made from any Obligor to another Obligor; (iv) which is made from any Obligor to a wholly-owned subsidiary being a member of the Group which is not an Obligor, provided that the fair market value of the assets to be disposed of does not, when aggregated with the fair market value of all other assets disposed of pursuant to this paragraph (b)(iv) exceed EUR 5,000,000 (or its equivalent in any other currency or curren­cies); (v) of assets in exchange for other assets comparable or superior as to type, value and quality; (iii) of an asset from any member of the Group to another member of the Group; (iv) for market value of surplus, obsolete, redundant or worn-out assets not required for the efficient operations of the business of the Group; (v) of cash or cash equivalents for purposes not otherwise prohibited under this Agreement and on arm’s length terms; (vi) on arm’s length terms of assets acquired in accordance with the terms of, and after the date of, this Agreement, if such assets are not necessary or desirable for the principal business areas to which is the assets acquired as part of the relevant acquisition (taken as a Permitted Affiliate Transactionwhole) relate; (vii) made in connection with the granting of assets as a non-exclusive licence to use any Intellectual Property owned by members result of the Group provided that enforcement by a third party of any such licences do not prohibit any of the mem­ber of the Group from using any Intellectual Property which is material to its businessSecurity Interest permitted under Subclause 19.6 (Negative pledge); (viii) made consisting of the Separation and any restructuring steps related thereto and consistent with the prior written consent Form F-1 Registration Statement filed by the Company with the SEC on 13 April 2012 (without any amendments that are or could reasonably be expected to be materially adverse to the interests of the Majority LendersFinance Parties); (ix) of non-core assets which is made on arm's length terms and for fair market value provided that the proceeds of such disposal are re-invested by the relevant member of the Group in the acquisition of other assets comparable or superior as to type, value and quality within 12 months of receipt; (x) of assets provided that the Company promptly procures that the proceeds of such disposal are applied in prepayment (to the extent there are any Loans outstanding at that time) and cancellation of the Facility and the Total Commitments are reduced by an amount equal to the proceeds of the disposal; or (xi) where the higher of the market value and consideration receivable (when aggregated with the higher of the market value and consideration receivable for any other sale, lease, transfer or other disposal, other than any permitted disposal not allowed under paragraphs (i) to (viii) abovethe preceding sub-paragraphs) does not exceed EUR 5,000,000 (or its equivalent in another currency or currencies) in any financial year; (x) of cash other than by way of a payment to any member Financial Year of the Group which is not Company exceed an Obligor as equity payment, it being under­stood, however, that payments amount equal to Unterstützungskasse Kronos Ti­tan GmbH up to an aggregate amount 15 per cent. of EUR 1,000,000 (or its equivalent in another currency or currencies) shall be permitted, and provided that such disposal is not otherwise prohibited by this Agreement; or (xi) of Cash Equivalent Investments on arms' length termsthe Total Consolidated Assets.

Disposals. (a) No Obligor Except as provided below, no member of the Group may, and the Company shall (and each Obligor shall ensure procure that none no member of its Subsidi­aries the Group will), enter into either in a single transaction or in a series of transactions (and whether related or not) and whether voluntary or involuntary to , sell, leasetransfer, transfer or otherwise dispose of all or any assetpart of its present or future assets. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal: (i) which is made on arm's ’s length commercial terms and for fair market value reasonable consideration and in the ordinary course of trading or business of the disposing entityentity (other than a sale of receivables to the extent they are sold on a non-recourse basis), provided that: (A) the higher of the market value and consideration receivable for such sale, transfer or disposal (when aggregated with the higher of the market value and consideration for any other sale, transfer or disposal allowed under this Subclause) does not exceed HK$350,000,000 or its equivalent, provided that the Company shall inform the Facility Agent of any such sale, transfer or disposal of which the higher of the market value and consideration receivable exceeds HK$200,000,000 or its equivalent within 30 days of the completion of such sale, transfer or disposal; and (B) no Default or Event of Default would occur as a result of such sale, transfer or disposal; (ii) by a member of assets the Group which are obsoleteis an Obligor to another member of the Group which is an Obligor; (iii) which is made from any Obligor to another Obligor; (iv) which is made from any Obligor to a wholly-owned subsidiary being by a member of the Group which is not an Obligor, provided that Obligor and not incorporated in the fair market value of the assets PRC to be disposed of does not, when aggregated with the fair market value of all other assets disposed of pursuant to this paragraph (b)(iv) exceed EUR 5,000,000 (or its equivalent in any other currency or curren­cies); (v) of assets in exchange for other assets comparable or superior as to type, value and quality; (vi) which is a Permitted Affiliate Transaction; (vii) made in connection with the granting of a non-exclusive licence to use any Intellectual Property owned by members of the Group provided that any such licences do not prohibit any of the mem­ber of the Group from using any Intellectual Property which is material to its business; (viii) made with the prior written consent of the Majority Lenders; (ix) of non-core assets which is made on arm's length terms and for fair market value provided that the consideration receivable (when aggregated with the consideration receivable for any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to (viii) above) does not exceed EUR 5,000,000 (or its equivalent in another currency or currencies) in any financial year; (x) of cash other than by way of a payment to any member of the Group which is not an Obligor and not incorporated in the PRC; (iv) by a member of the Group which is incorporated in the PRC to another member of the Group which is incorporated in the PRC; (v) of Receivables in connection with the Tranche C Facility; (vi) of used, worn out, obsolete or surplus property by any Obligor in the ordinary course of business and the abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Obligors taken as equity payment, it being under­stood, however, that payments to Unterstützungskasse Kronos Ti­tan GmbH up to an aggregate amount of EUR 1,000,000 (or its equivalent in another currency or currencies) shall be permitted, and provided that such disposal is not otherwise prohibited by this Agreementa whole; or (xivii) of Cash Equivalent Investments on arms' length termsrelated to any amalgamation, demerger, merger or corporate reconstruction in compliance with Subclause 23.9 (Mergers).

Disposals. (a) No Obligor shall (and each Obligor the Company shall ensure that none no other member of its Subsidi­aries the Group will), ) enter into a single transaction or a series of transactions (whether related or not) not and whether voluntary or involuntary 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) which is of stock made on arm's length terms and for fair market value in the ordinary course of trading or business of the disposing entity; (ii) of cash: LD857960/50 (A) for the acquisition on arm's length terms of assets which are obsoletepermitted or required under this Agreement; or (B) for any other purpose not prohibited under this Agreement; (iii) which is made from constituting the creation of any Obligor to another ObligorSecurity permitted under paragraph (d) of Clause 22.4 (Negative pledge); (iv) of an obsolete or redundant asset which is made from any Obligor to a wholly-owned subsidiary being a member no longer required for the purposes of the Group which is not an Obligor, provided that the fair market value of the assets to be disposed of does not, when aggregated with the fair market value of all other assets disposed of pursuant to this paragraph (b)(iv) exceed EUR 5,000,000 (or its equivalent in any other currency or curren­cies)business; (v) of assets in exchange for other assets comparable or superior as to type, value and qualityquality and location; (vi) by a member of the Group to another member of the Group which is a Permitted Affiliate Transactionwholly owned Subsidiary of the Parent; (vii) made (where the interest of the Company in connection with the granting of transferee is no less than its interest in the transferor) by a non-exclusive licence to use any Intellectual Property owned by members member of the Group provided that any such licences do not prohibit any of the mem­ber to a member of the Group from using any Intellectual Property which is material to its businessnot a wholly owned Subsidiary of the Parent; (viii) made with where the prior written consent of the Majority Lenders; (ix) of non-core assets which is made on arm's length terms and for fair market value provided that the consideration receivable (when aggregated with the consideration receivable for market value of any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to (viiivii) above) does not exceed EUR 5,000,000 (or its equivalent in another currency or currencies) 10 per cent. of Total Assets in any financial year;year of the Company; or (ix) approved by the Majority Lenders; or (x) of cash other than by way in respect of a payment 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 which is not an Obligor as equity payment, it being under­stood, however, that payments to Unterstützungskasse Kronos Ti­tan GmbH up to an aggregate amount of EUR 1,000,000 (or its equivalent any shares in another currency or currencies) shall be permitted, and provided that such disposal is not otherwise prohibited by this Agreement; ora Guarantor. (xid) For the purposes of Cash Equivalent Investments on arms' length terms.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 each Obligor the Italian Borrower shall ensure that none no other member of its Subsidi­aries the Group will), ) enter into a single transaction or a series of transactions (whether related or 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 or disposals: (i) which is made on arm's length terms and for fair market value in the ordinary course of trading or the business of the disposing entity; (ii) of assets which are obsolete; (iii) which is made from any Obligor to another Obligor; (iv) which is made from any Obligor to a wholly-owned subsidiary being a member of the Group which is not an Obligor, provided that the fair market value of the assets to be disposed of does not, when aggregated with the fair market value of all other assets disposed of pursuant to this paragraph (b)(iv) exceed EUR 5,000,000 (or its equivalent in any other currency or curren­cies); (v) of assets in exchange for other assets comparable or superior as to type, value and quality; (iii) the proceeds of which are applied to the acquisition by any member of the Group, of property or assets (including the capital stock of any entity) that replaces the relevant property or assets disposed of, or in property or assets that will be used or useful in the business or operations of the Group, within 365 days; (iv) following or in connection with a Corporate Reconstruction as defined in and pursuant to Clause 22.7 (Merger); (v) the proceeds of which are applied in voluntary prepayment of any of the Facilities in accordance with the terms of this Agreement (such payment to occur on the last day of the Interest Period for each Loan being prepaid during which such disposed proceeds are received by the relevant member of the Group); (vi) which is in respect of any assets other than shares or other ownership interests in any member of the Group, by an Obligor to another Obligor or by a Permitted Affiliate Transactionmember of the Group (other than an Obligor) to another member of the Group (including an Obligor); (vii) made in connection with the granting that is a disposal of a non-exclusive licence to use any Intellectual Property owned by members of the Group provided that any such licences do not prohibit any of the mem­ber of the Group from using any Intellectual Property which is material to its business;own treasury shares (azioni proprie); or (viii) made with the prior written consent of shares or other ownership interests in any member of the Majority Lenders;Group by a member of the Group to another member of the Group, subject always to Clause 8.2 (Change of control); or (ix) where the book value of non-core the assets which is made on arm's length terms and for fair market value provided that the consideration receivable (when aggregated with the consideration receivable book value of the assets for any other sale, lease, transfer or other disposaldisposal by the Group, other than any permitted under paragraphs (i) to (viii) above) carried out over the period from the date hereof to the Termination Date does not exceed EUR 5,000,000 (or its equivalent in another currency or currencies) in any financial year; (x) 30 per cent. of cash other than by way of a payment to any member the Consolidated Total Assets of the Group which is not an Obligor at the end of any Relevant Period as equity payment, it being under­stood, however, that payments determined by the Consolidated Financial Statements or Consolidated Quarterly Financial Statements (as the case may be) for the Relevant Period from the date hereof to Unterstützungskasse Kronos Ti­tan GmbH up to an aggregate amount of EUR 1,000,000 (or its equivalent in another currency or currencies) shall be permitted, and provided that such disposal is not otherwise prohibited by this Agreement; or (xi) of Cash Equivalent Investments on arms' length termsthe Termination Date.

Disposals. (a) No Obligor shall (and each Obligor shall ensure that none of its Subsidi­aries Subsidiaries will), enter into a single transaction or a series of transactions (whether related or 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 disposal: (i) which is made on arm's length terms and for fair market value in the ordinary course of trading or business of the disposing entity; (ii) of assets which are obsolete; (iii) which is made from any Obligor to another Obligor; (iv) which is made from any Obligor to a wholly-owned subsidiary being a member of the Group which is not an Obligor, provided that the fair market value of the assets to be disposed of does not, when aggregated with the fair market value of all other assets disposed of pursuant to this paragraph (b)(iv) exceed EUR 5,000,000 (or its equivalent in any other currency or curren­ciescurrencies); (v) of assets in exchange for other assets comparable or superior as to type, value and quality; (vi) which is a Permitted Affiliate Transaction; (vii) made in connection with the granting of a non-exclusive licence to use any Intellectual Property owned by members of the Group provided that any such licences do not prohibit any of the mem­ber member of the Group from using any Intellectual Property which is material to its business; (viii) made with the prior written consent of the Majority Lenders; (ix) of non-core assets which is made on arm's length terms and for fair market value provided that the consideration receivable (when aggregated with the consideration receivable for any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to (viii) above) does not exceed EUR 5,000,000 (or its equivalent in another currency or currencies) in any financial year; (x) of cash other than by way of a payment to any member of the Group which is not an Obligor as equity payment, it being under­stoodunderstood, however, that payments to Unterstützungskasse Kronos Ti­tan Titan GmbH up to an aggregate amount of EUR 1,000,000 (or its equivalent in another currency or currencies) shall be permitted, and provided that such disposal is not otherwise prohibited by this Agreement; or (xi) of Cash Equivalent Investments on arms' length terms.

Disposals. (a) No Obligor shall (and each Obligor the Company shall ensure that none no other member of its Subsidi­aries the Group will), ) enter into a single transaction or a series of transactions (whether related or not) not and whether voluntary or involuntary 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) which is of stock made on arm's length terms and for fair market value in the ordinary course of trading or business of the disposing entity; (ii) of cash: LD885224/33 (A) for the acquisition on arm's length terms of assets which are obsoletepermitted or required under this Agreement; or (B) for any other purpose not prohibited under this Agreement; (iii) which is made from constituting the creation of any Obligor to another ObligorSecurity permitted under paragraph (d) of Clause 23.4 (Negative pledge); (iv) of an obsolete or redundant asset which is made from any Obligor to a wholly-owned subsidiary being a member no longer required for the purposes of the Group which is not an Obligor, provided that the fair market value of the assets to be disposed of does not, when aggregated with the fair market value of all other assets disposed of pursuant to this paragraph (b)(iv) exceed EUR 5,000,000 (or its equivalent in any other currency or curren­cies)business; (v) of assets in exchange for other assets comparable or superior as to type, value and qualityquality and location; (vi) by a member of the Group to another member of the Group which is a Permitted Affiliate Transactionwholly owned Subsidiary of the Parent; (vii) made (where the interest of the Company in connection with the granting of transferee is no less than its interest in the transferor) by a non-exclusive licence to use any Intellectual Property owned by members member of the Group provided that any such licences do not prohibit any of the mem­ber to a member of the Group from using any Intellectual Property which is material to its businessnot a wholly owned Subsidiary of the Parent; (viii) made with where the prior written consent of the Majority Lenders; (ix) of non-core assets which is made on arm's length terms and for fair market value provided that the consideration receivable (when aggregated with the consideration receivable for market value of any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to (viiivii) above) does not exceed EUR 5,000,000 (or its equivalent in another currency or currencies) 10 per cent. of Total Assets in any financial year;year of the Company; or (ix) approved by the Majority Lenders; or (x) of cash other than by way in respect of a payment 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 which is not an Obligor as equity payment, it being under­stood, however, that payments to Unterstützungskasse Kronos Ti­tan GmbH up to an aggregate amount of EUR 1,000,000 (or its equivalent any shares in another currency or currencies) shall be permitted, and provided that such disposal is not otherwise prohibited by this Agreement; ora Guarantor. (xid) For the purposes of Cash Equivalent Investments on arms' length terms.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 Company shall (and each Obligor shall ensure procure that none no other member of its Subsidi­aries the Group will), enter into without the prior written consent of the Agent acting on the instructions of the Majority Banks, either in a single transaction or in a series of transactions (transactions, whether related or not) not and whether voluntary voluntarily or involuntary to involuntarily, sell, leasetransfer, transfer grant or lease or otherwise dispose of all or any assetsubstantial part of its assets. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposalto: (i) which is disposals made on arm's length terms and in the ordinary course of business of the disposing entity for fair market value on an arm’s length basis; (ii) disposals from any member of the Group to any other member of the Group; (iii) disposals of property or assets (excluding receivables) in exchange for other property or assets of a comparable type in value, made in the ordinary course of business; (iv) the sale, transfer, loan or disposal in the ordinary course of trading of obsolete plant or business of the disposing entitymachinery; (iiv) the creation by an Obligor or any member of assets which are obsoletethe Group of a Permitted Security Interest; (iiivi) disposals of cash raised or borrowed for the purpose for which is made from any Obligor to another Obligorit was raised or borrowed; (ivvii) which is made from the repayment of any Obligor to monies borrowed and the payment of any dividend or distribution; (viii) a wholly-owned subsidiary being distribution of surplus assets of a member of the Group which is in liquidation or winding up not an Obligor, provided that the fair market value of the assets to be disposed of does not, when aggregated with the fair market value of all other assets disposed of pursuant to this paragraph (b)(iv) exceed EUR 5,000,000 (or its equivalent in any other currency or curren­cies); (v) of assets in exchange for other assets comparable or superior as to type, value and quality; (vi) which is a Permitted Affiliate Transaction; (vii) made in connection with the granting of a non-exclusive licence to use any Intellectual Property owned by members of the Group provided that any such licences do not prohibit any of the mem­ber of the Group from using any Intellectual Property which is material to its business; (viii) made with the prior written consent of the Majority Lendersinvolving insolvency; (ix) the application of non-core cash in the acquisition of assets which is made or services in the ordinary course of trading of an Obligor or the relevant member of the Group; (x) the disposal of receivables under receivables financing arrangements or securitisation arrangements, on arm's length terms and for fair market value provided that the consideration receivable commercial terms; (when aggregated with the consideration receivable for any other sale, lease, transfer xi) disposals of property or other disposal, other assets otherwise than any as permitted under by paragraphs (i) to (viiix) above) of this Clause 16.13 during the term of this Agreement so long as the aggregate book value of all such property or assets does not exceed EUR 5,000,000 (or its equivalent 10 per cent. of the Total Consolidated Assets as shown in another currency or currencies) in any the latest audited consolidated financial year;statements of the Group, Provided that: (xA) an Obligor shall ensure that it provides to the Banks information setting out changes in the structure of cash the Group and the transfer, sale or disposal of property or assets by an Obligor or any Principal Subsidiary to any of its own subsidiaries where the book value of the relevant assets is equal to or greater than €15,000,000 such information to be provided with the quarterly financial statements to be delivered under Clause 16.2 (Financial information); and (B) none of the above exceptions shall apply to the disposal by any person of a Principal Subsidiary to any person other than by way of a payment to any member of the Group which is not an Obligor as equity payment, it being under­stood, however, that payments to Unterstützungskasse Kronos Ti­tan GmbH up to an aggregate amount of EUR 1,000,000 (or its equivalent in another currency or currencies) shall be permitted, and provided that such disposal is not otherwise prohibited by this Agreement; or (xi) of Cash Equivalent Investments on arms' length termsGroup.

Disposals. (a) No Obligor The Issuer shall not (and each Obligor shall ensure that none no other member of its Subsidi­aries the Group will), ) enter into a single transaction or a series of transactions (whether related or not) not and whether voluntary or involuntary involuntary) to sell, lease, transfer or otherwise dispose of any assetasset (an "Asset Disposition"). (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposalAsset Disposition: (i) which made (A) among the Issuer and any Guarantor or (B) by a Subsidiary that is not a Guarantor to the Issuer or a Guarantor; (ii) made on arm's length terms and for fair market value in the ordinary course of trading or business of the disposing entity; relevant member of the Group (ii) of assets which are obsoleteincluding pursuant to debt-for-equity exchanges or conversions); (iii) which is made from any Obligor to another Obligor[reserved]; (iv) which is made from any Obligor to a wholly-owned subsidiary being a member of the Group which is not an Obligor, provided that the fair market value of the assets to be disposed of does not, when aggregated with the fair market value of all other assets disposed of pursuant to this paragraph (b)(iv) exceed EUR 5,000,000 (or its equivalent in any other currency or curren­cies); (v) of assets in exchange for other assets comparable or superior as to type, value and quality; (v) effected in connection with an Acquisition permitted under Condition 11.10 (Acquisitions); (vi) which is a Permitted Affiliate Transactioneffected in connection with Qualified Securitisation Transactions; (vii) made effected in connection with the granting of a non-exclusive licence to use any Intellectual Property owned by members of the Group provided that any such licences do not prohibit any of the mem­ber of the Group from using any Intellectual Property which is material to its businessSale and Leaseback Transactions; (viii) made with the prior written consent of the Majority Lendersto or from, or which constitutes an investment in, a Permitted Joint Venture if not prohibited by Condition 11.11 (Joint Ventures); (ix) of non-core obsolete or redundant assets; (x) of cash; (xi) comprising a payment of dividend in the ordinary course of business and to the extent permitted by law and the terms of these Conditions; (xii) arising as a result of any circumstance set out in Condition 11.4(b) (Negative Pledge); (xiii) of Cash Equivalent investments for cash or in exchange for other Cash Equivalent investments of comparable or superior value and quality provided that if the Cash Equivalent investments being sold, leased, transferred or otherwise disposed of are, or are expressed to be, subject to Security the Cash Equivalent investments being acquired in exchange must be subject to equivalent Security; (xiv) of receivables in connection with any Qualified Receivables Financing; (xv) made in accordance with the MIP; (xvi) of assets which is having a Fair Market Value of less than U.S.$5 million, provided that the aggregate amount of the Fair Market Value of all assets sold, leased, transferred or otherwise disposed of pursuant to this Condition 11.5(b)(xvi) shall not exceed U.S.$20 million in each financial year of the Issuer; and (xvii) for cash made for Fair Market Value on arm's length terms and for fair market value provided that the consideration receivable (when aggregated with the consideration receivable for any other Net Proceeds of such sale, lease, transfer or other disposaldisposal are applied by the Issuer or a Subsidiary in accordance with the Governance Principles, other than any permitted under paragraphs within 365 days after the receipt of such Net Proceeds, to: (iA) to (viii) above) does not exceed EUR 5,000,000 (or its equivalent in another currency or currencies) in any financial yearmake a capital expenditure; (xB) acquire all or substantially all of cash other than by way of a payment the assets of, or any Capital Stock of, another business, if, after giving effect to any member such acquisition of Capital Stock, the business is or becomes a Subsidiary of the Group which Issuer and such acquisition is otherwise not an Obligor prohibited by the Trust Deed; (C) acquire other assets that are not classified as equity payment, it being under­stood, however, that payments current assets under IFRS and such acquisition is otherwise not prohibited by the Trust Deed; (D) redeem Notes or purchase Notes; or (E) any combination of the foregoing. (c) Any Net Proceeds from any Asset Disposition made pursuant to Unterstützungskasse Kronos Ti­tan GmbH up to an Condition 11.5(b)(xvii) but not applied in accordance with Condition 11.5(b)(xvii) shall constitute "Excess Proceeds". When the aggregate amount of EUR 1,000,000 Excess Proceeds exceeds U.S.$10 million, within ten Business Days thereof, the Issuer shall make an offer (an "Asset Disposition Offer") to all Noteholders to purchase, prepay or its equivalent redeem with the proceeds of sales of assets to purchase, prepay or redeem the maximum principal amount of Notes (plus all accrued interest on the Notes and the amount of all fees and expenses, including premiums, incurred in another currency connection therewith) that may be purchased, prepaid or currencies) shall redeemed out of the Excess Proceeds. The offer price in any Asset Disposition Offer will be permittedequal to 100% of the principal amount, plus accrued and unpaid interest to the date of purchase, prepayment or redemption, and provided that such disposal is will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Offer, the Issuer may use those Excess Proceeds for any purpose not otherwise prohibited by this Agreement; orthe Trust Deed or these Conditions. If the aggregate principal amount of Notes tendered in (or required to be prepaid or redeemed in connection with) such Asset Disposition Offer exceeds the amount of Excess Proceeds, the Issuer will select the Notes to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by the Issuer so that only notes in denominations of U.S.$1,000, or an integral multiple of U.S.$1 in excess thereof, will be purchased). Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. (xid) The Issuer and the Guarantors will comply, to the extent applicable, with the requirements of Cash Equivalent Investments on arms' length termsapplicable securities laws or regulations in connection with the repurchase of Notes pursuant to this Condition 11.5. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Condition 11.5, the Issuer and the Guarantors will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under the covenant described hereunder by virtue thereof.

Disposals. (a) No Obligor shall, and the Company shall (and each Obligor shall ensure procure that none no other member of its Subsidi­aries the Group will), enter into without the prior written consent of the Agent acting on the instructions of the Majority Banks, either in a single transaction or in a series of transactions (transactions, whether related or not) not and whether voluntary voluntarily or involuntary to involuntarily, sell, leasetransfer, transfer grant or lease or otherwise dispose of all or any assetsubstantial part of its assets. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposalto: (ia) which is disposals made in the ordinary course of business of the disposing entity for market value on an arm's length terms and basis; (b) disposals from any member of the Group to any other member of the Group; (c) disposals of property or assets (excluding receivables) in exchange for fair market value other property or assets of a comparable type in value, made in the ordinary course of business; (d) the sale, transfer, loan or disposal in the ordinary course of trading of obsolete plant or business of the disposing entitymachinery; (iie) the creation by an Obligor or any member of assets which are obsoletethe Group of a Permitted Security Interest; (iiif) disposals of cash raised or borrowed for the purpose for which is made from any Obligor to another Obligorit was raised or borrowed; (ivg) which is made from the repayment of any Obligor to monies borrowed and the payment of any dividend or distribution; (h) a wholly-owned subsidiary being distribution of surplus assets of a member of the Group which is in liquidation or winding-up not involving insolvency; (i) the application of cash in the acquisition of assets or services in the ordinary course of trading of an ObligorObligor or the relevant member of the Group; (j) the disposal of receivables under receivables financing arrangements or securitisation arrangements, provided on commercial terms; (k) disposals of property or assets otherwise than as permitted by paragraphs (a) to (j) of this Clause 19.13 during the term of this Agreement so long as the aggregate book value of all such property or assets does not exceed 10 per cent. of the Total Consolidated Assets as shown in the latest audited consolidated financial statements of the Group, (i) an Obligor shall ensure that it provides to the fair market Banks information setting out changes in the structure of the Group and the transfer, sale or disposal of property or assets by an Obligor or any Principal Subsidiary to any of its own subsidiaries where the book value of the relevant assets is equal to or greater than euro 15,000,000 such information to be disposed of does not, when aggregated provided with the fair market value of all other assets disposed of pursuant quarterly financial statements to this paragraph be delivered under Clause 19.2 (b)(iv) exceed EUR 5,000,000 (or its equivalent in any other currency or curren­ciesFinancial information);, and (vii) none of assets in exchange for other assets comparable or superior as the above exceptions shall apply to type, value and quality; (vi) which is a Permitted Affiliate Transaction; (vii) made in connection with the granting disposal by any person of a non-exclusive licence Principal Subsidiary to use any Intellectual Property owned by members of the Group provided that any such licences do not prohibit any of the mem­ber of the Group from using any Intellectual Property which is material to its business; (viii) made with the prior written consent of the Majority Lenders; (ix) of non-core assets which is made on arm's length terms and for fair market value provided that the consideration receivable (when aggregated with the consideration receivable for any other sale, lease, transfer or other disposal, person other than any permitted under paragraphs (i) to (viii) above) does not exceed EUR 5,000,000 (or its equivalent in another currency or currencies) in any financial year; (x) of cash other than by way of a payment to any member of the Group which is not an Obligor as equity payment, it being under­stood, however, that payments to Unterstützungskasse Kronos Ti­tan GmbH up to an aggregate amount of EUR 1,000,000 (or its equivalent in another currency or currencies) shall be permitted, and provided that such disposal is not otherwise prohibited by this Agreement; or (xi) of Cash Equivalent Investments on arms' length termsGroup.

Disposals. (a) No Obligor shall (and each Obligor the Company shall ensure that none no other member of its Subsidi­aries the Group will), ) enter into a single transaction or a series of transactions (whether related or not) not and whether voluntary or involuntary 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) which is of stock made on arm's length terms and for fair market value in the ordinary course of trading or business of the disposing entity; (ii) of cash: (A) for the acquisition on arm’s length terms of assets which are obsoletepermitted or required under this Agreement; or (B) for any other purpose not prohibited under this Agreement; (iii) which is made from constituting the creation of any Obligor to another ObligorSecurity permitted under paragraph (d) of Clause 22.4 (Negative pledge); (iv) of an obsolete or redundant asset which is made from any Obligor to a wholly-owned subsidiary being a member no longer required for the purposes of the Group which is not an Obligor, provided that the fair market value of the assets to be disposed of does not, when aggregated with the fair market value of all other assets disposed of pursuant to this paragraph (b)(iv) exceed EUR 5,000,000 (or its equivalent in any other currency or curren­cies)business; (v) of assets in exchange for other assets comparable or superior as to type, value and qualityquality and location; (vi) by a member of the Group to another member of the Group which is a Permitted Affiliate Transactionwholly owned Subsidiary of the Parent; (vii) made (where the interest of the Company in connection with the granting of transferee is no less than its interest in the transferor) by a non-exclusive licence to use any Intellectual Property owned by members member of the Group provided that any such licences do not prohibit any of the mem­ber to a member of the Group from using any Intellectual Property which is material to its businessnot a wholly owned Subsidiary of the Parent; (viii) made with where the prior written consent of the Majority Lenders; (ix) of non-core assets which is made on arm's length terms and for fair market value provided that the consideration receivable (when aggregated with the consideration receivable for market value of any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to (viiivii) above) does not exceed EUR 5,000,000 (or its equivalent in another currency or currencies) [***] per cent. of Total Assets in any financial year;year of the Company; or (ix) approved by the Majority Lenders, (x) of cash other than by way in respect of a payment 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. *** Confidential material redacted and filed separately with the Commission. (c) Nothing in paragraphs (b)(i) to (v), (vii), (viii) or (ix) permits the disposal by any member of the Group which is not an Obligor as equity payment, it being under­stood, however, that payments to Unterstützungskasse Kronos Ti­tan GmbH up to an aggregate amount of EUR 1,000,000 (or its equivalent any shares in another currency or currencies) shall be permitted, and provided that such disposal is not otherwise prohibited by this Agreement; ora Guarantor. (xid) For the purposes of Cash Equivalent Investments on arms' length terms.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 Company shall (and each Obligor shall ensure procure that none no member of its Subsidi­aries the Group will), enter into either in a single transaction or in a series of transactions (transactions, whether related or not) not and whether voluntary voluntarily or involuntary to involuntarily, sell, leasetransfer, transfer lease or otherwise dispose (each a “disposal”) of any assetall or a part of its respective assets. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposalto: (i) which disposals of real estate that is not material to the ordinary course of business of the Group; (ii) disposals made on arm's length terms and for fair market value in the ordinary course of trading or business trade of the disposing entity; (ii) of assets which are obsolete; (iii) which is made disposals from any Obligor a member of the Group to another Obligormember of the Group and where such disposing member is a Guarantor, the acquiring member shall be or become a Guarantor; (iv) disposals of cash raised or borrowed for the purposes for which is made from any Obligor to a wholly-owned subsidiary being a member of the Group which is not an Obligor, provided that the fair market value of the assets to be disposed of does not, when aggregated with the fair market value of all other assets disposed of pursuant to this paragraph (b)(iv) exceed EUR 5,000,000 (it was raised or its equivalent in any other currency or curren­cies)borrowed; (v) disposals of assets in exchange for other assets comparable or superior as to type, value and quality; (vi) which is a Permitted Affiliate Transactiondisposals of obsolete assets for cash; (vii) made disposals to trade debtors in connection with satisfaction of trade debts incurred in the granting ordinary course of a non-exclusive licence to use any Intellectual Property owned by members trade of the Group provided that any such licences do not prohibit any of the mem­ber of the Group from using any Intellectual Property which is material to its businessdisposing entity; (viii) made with the prior written consent disposals of the Majority Lenderscash on arms length terms provided that any such disposal is not prohibited by this Agreement; (ix) of non-core assets which is made on arm's length terms a Permitted Reorganisation and for fair market value provided that its proceeds; and (x) from the consideration receivable (when aggregated with the consideration receivable for any other saleNormalisation Date, lease, transfer or other disposal, other than any permitted under paragraphs in addition to (i) to (viiiix) above) does , disposals occurring after the Normalisation Date if, immediately after giving effect to the relevant disposal, the net proceeds arising from all disposals occurring on and after the Normalisation Date would not exceed EUR 5,000,000 (or its equivalent 20 per cent. of the Consolidated Total Assets in another currency or currencies) each financial year and the relevant disposal is in any financial year;the best interests of the Group and no Default would arise from the disposal. (xc) of cash other than by way of a payment to Nothing in paragraph (b) above shall permit any member of the Group which is not an Obligor as equity payment, it being under­stood, however, that payments to Unterstützungskasse Kronos Ti­tan GmbH up dispose of any ownership interests to an aggregate amount a third party in the companies or divisions comprising all or any part of EUR 1,000,000 (the Network Product Division or its equivalent in another currency or currencies) shall be permitted, and provided that such disposal is not otherwise prohibited by this Agreement; or (xi) of Cash Equivalent Investments on arms' length termsthe Systems-Drives Division.

Disposals. (a) No Obligor shall Except as provided in paragraph (and each Obligor shall ensure that none of its Subsidi­aries will)c) below, after the US Facility Release Date, the Company will not permit any Non-Core Group Member to enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset. (b) Except as provided in paragraph (d) below, the Company will not permit any Core Group Member to enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset. (c) In relation to the Non-Core Group Members only, paragraph (a) above does not apply to: (i) the sale, transfer or other disposition of other property or assets is for fair value provided that: (A) the aggregate amount of such sales, transfers and other dispositions by all Non-Core Group Members, taken as a whole shall not exceed, in the aggregate, 20% of the Consolidated Total Assets provided, that, to the extent that: I. the proceeds of any such sale, transfer or other disposition permitted under this paragraph are reinvested in assets that are related to the business in which those Persons are permitted to be engaged under Clause 24.14 (Lines of Business) within the period of twelve months following such sale, transfer or other disposition; and II. the amount of proceeds of all such sales, transfers or other dispositions that are subject to reinvestment do not at any one time exceed 20% of the Consolidated Total Assets, such sale, transfer or other disposition shall be excluded for purposes of computing the amount of sales, transfers and other dispositions made pursuant to this paragraph provided, further, that, to the extent that any of those Persons has acquired any assets that are related to the business in which those Persons are permitted to be engaged under Clause 24.14 (Lines of Business) during the period six months prior to such sale, transfer or other disposition, then the proceeds of such sale, transfer or other disposition may be deemed to have been reinvested for the purpose of determining compliance with the preceding proviso; and (B) at the time of such sale, transfer or other disposition and immediately after giving effect to such sale, transfer or other disposition, no Default or Event of Default shall have occurred and be continuing; or (ii) the divestiture or other disposition of specific assets and property by any Non-Core Group Member pursuant to an order by any Governmental Authority but only to the extent that: (A) such order is given by such Governmental Authority as a prerequisite to the receipt of such Governmental Authority’s approval in connection with a pending Acquisition by the relevant Non-Core Group Member; and (B) the relevant Non-Core Group Member has repaid all Indebtedness (other than Indebtedness outstanding under this Agreement and the US Facility) associated with the assets or property so divested or disposed (or such Indebtedness shall have been assumed by the purchaser of such assets or property). (iii) the sale, transfer or other disposition of obsolete, worn out or surplus property in the ordinary course of business; (iv) the sale of inventory and goods held for sale in the ordinary course of business; (v) the lease or sublease of real or personal property in the ordinary course of business; (vi) sales, transfers, leases and other dispositions permitted by Clause 24.12 (Merger); (vii) the sale, transfer or other disposition of assets or property (including the sale or issuance of capital stock of any Non-Core Group Member which is not the Company): (A) to the Company or any Restricted Subsidiary; and (B) between Non-Core Group Members; and (viii) sales or discounts without recourse (except in the case of paragraph (B) below, with respect to Standard Securitization Undertakings) of Accounts Receivable: (A) arising in the ordinary course of business in connection with the compromise or collection of such Accounts Receivable; or (B) in a transaction permitted by Clause 24.15(a). (d) Paragraph (ab) above does not apply to any sale, lease, transfer or other disposaldisposal by a Core Group Member: (i) which is made on arm's length terms and for fair market value in the ordinary course of trading or business of the disposing entity; (ii) of assets which are obsolete; (iii) which is made from any Obligor to another Obligor; (iv) which is made from any Obligor to a wholly-owned subsidiary being a member of the Group which is not an Obligor, provided that the fair market value of the assets to be disposed of does not, when aggregated with the fair market value of all other assets disposed of pursuant to this paragraph (b)(iv) exceed EUR 5,000,000 (or its equivalent in any other currency or curren­cies); (v) of assets in exchange for other assets comparable or superior as to type, value and quality; (iii) involving the sale, transfer or other disposition of obsolete, worn out or surplus property in the ordinary course of business; (iv) involving the sale of inventory and goods held for sale in the ordinary course of business; (v) involving the lease or sublease of real or personal property in the ordinary course of business; (vi) which is a Permitted Affiliate Transactioninvolving sales, transfers, leases and other dispositions permitted by Clause 24.12 (Merger); (vii) made in connection with the granting of a non-exclusive licence to use any Intellectual Property owned by members of the Group provided that any such licences do not prohibit any of the mem­ber of the Group from using any Intellectual Property which is material a Guarantor to its businessanother Core Group Member which is a Guarantor; (viii) made with the prior written consent of all of the Majority Lenders;Campofrio Assets or all of the Additional Campofrio Assets, in either case, prior to the Campofrio Release Date, provided that the proceeds of such disposal are used to prepay and cancel the Facility in accordance with Clause 10.2 (Mandatory prepayment and partial cancellation – disposal of Campofrio Assets) or, if applicable, the requirements of Clause 10.3 (Mandatory prepayment and cancellation – Campofrio Assets and Campofrio Replacement Security Assets) are complied with; or (ix) of non-core assets which is made all, or any part, of the Campofrio Assets on arm's length terms and for fair market value following the Campofrio Release Date, provided that the consideration receivable (when aggregated with Campofrio Replacement Security Documents are in full force and effect at the consideration receivable for any time of the sale, lease, transfer or other disposal and no Default would or could reasonably be expected to occur as a result of the sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to (viii) above) does not exceed EUR 5,000,000 (or its equivalent in another currency or currencies) in any financial year;. (xe) Other than in respect of cash the Campofrio Assets in accordance with paragraph (d)(viii) above and notwithstanding any other than by way of a payment to any provision in this Clause 24.4, no Obligor shall (and the Company shall ensure that no Material Subsidiary, member of the Polish Group which is not or member of the Romanian Group will) sell, lease, transfer or otherwise dispose of an Obligor as equity payment, it being under­stood, however, that payments asset subject to Unterstützungskasse Kronos Ti­tan GmbH up to an aggregate amount Security under the Security Documents without the consent of EUR 1,000,000 (or its equivalent in another currency or currencies) shall be permitted, and provided that such disposal is not otherwise prohibited by this Agreement; or (xi) of Cash Equivalent Investments on arms' length termsall the Lenders.

Disposals. (a) No Obligor shall, and the Company shall (and each Obligor shall ensure procure that none no other member of its Subsidi­aries the Group will), enter into either in a single transaction or in a series of transactions (transactions, whether related or not) not and whether voluntary voluntarily or involuntary to involuntarily, sell, transfer, lease, transfer licence or otherwise dispose of all or any assetsubstantial part of its assets. (b) Paragraph Without prejudice to Clause 29.6 (Guarantor cover), paragraph (a) above does not apply to any sale, lease, transfer or other disposalto: (i) which is any disposal made on arm's length terms and for fair market value in the ordinary course of trading or business of the disposing entityentity (which, for the avoidance of doubt, shall exclude any disposal of any Subsidiary of the Company); (ii) any disposal made by any member of assets which are obsoletethe Group to an Obligor; (iii) which is any disposal made from by any Obligor member of the Group (the transferor) to another Obligor; (iv) which is made from any Obligor to a wholly-owned subsidiary being a member of the Group which is not an ObligorObligor (the transferee), provided that the fair market value percentage ownership of the assets to be disposed Company in the transferee is no less than the percentage ownership of does not, when aggregated the Company in the transferor; (iv) any disposal made with the fair market value prior written consent of all other assets disposed of pursuant to this paragraph (b)(iv) exceed EUR 5,000,000 (or its equivalent in any other currency or curren­cies)the Majority Banks; (v) any disposal on arm’s length normal commercial terms of obsolete or redundant assets; (vi) subject to Clause 20.7 (Acquisitions), the payment of cash as consideration for the acquisition of any asset on normal commercial terms; (vii) the making, servicing and repayment of loans by one Group member to another and the payment of cash dividends in the ordinary course; (viii) the temporary application of funds not immediately required in the relevant person’s business in the purchase of Consolidated Cash and Cash Equivalents (other than in respect of paragraph (a) of the definition of that term) or the realisation of Consolidated Cash and Cash Equivalent; (ix) the application of the proceeds of an issue of securities (whether equity or debt) for the purpose stated in the prospectus or other offering document relating to that issue; (x) the disposal of fixed assets in exchange for (or the sale of assets on normal commercial terms for cash which is to be, and is, applied within three months in or toward the purchase of) other fixed assets comparable or superior as to type, value and quality; (vixi) which is the granting by the Company of licences in respect of its Intellectual Property Rights to any other member of the Group, provided that any such licence shall terminate on any such person ceasing to be a Permitted Affiliate Transactionmember of the Group; (viixii) made in connection with the granting of a non-exclusive licence licences on an arm’s length basis to use any Intellectual Property owned by members of the Group provided that any such licences do not prohibit any of the mem­ber of the Group from using any Intellectual Property which is material to its businessRights, whether registered or unregistered; (viiixiii) made disposals of any income shares of £0.01 each in WWUK (Income Shares) for the purpose of combining those Income Shares with the prior written consent ordinary shares of euro 0.06 each in the Majority LendersCompany (Ordinary Shares) which have not been combined with Income Shares to form stock units (each comprising one Ordinary Share and one Income Share); (ixxiv) of non-core assets which is made on arm's length terms the sale and for fair market value provided that the consideration receivable leaseback transaction involving Xxxxxxxxx referred to in Clause 20.4(b) (when aggregated with the consideration receivable for any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) Transactions similar to (viii) above) does not exceed EUR 5,000,000 (or its equivalent in another currency or currencies) in any financial yearsecurity); (xxv) planned disposals listed in Schedule 7 (Permitted Disposals); (xvi) disposals where the net proceeds are applied in prepayment of the Facilities and the U.S. Private Placement pro rata in accordance with Clause 8.6 (Mandatory prepayments-disposals), provided such disposals are made an arm’s length commercial terms; (xvii) disposals of cash other than by way of a payment to any member of the Group which is not an Obligor as equity payment, it being under­stood, however, that payments to Unterstützungskasse Kronos Ti­tan GmbH up to an aggregate amount of EUR 1,000,000 (or its equivalent in another currency or currencies) shall be permitted, and provided that where such disposal is not otherwise prohibited by the terms of this Agreement; (xviii) disposals of Consolidated Cash and Cash Equivalents in exchange for other Consolidated Cash and Cash Equivalents; (xix) disposals arising as a result of any Security Interest permitted by Clause 20.3 (Negative pledge); orand (xx) any other disposal of assets otherwise than to any member of the Group during any financial year of the Company provided that the aggregate book value of all such assets does not exceed euro 1,000,000 (or its equivalent in other currencies). (c) Notwithstanding paragraph (b) above, no Obligor may dispose of any asset which is purported to be subject to fixed or specific security under any Security Document without the prior written consent of the Agent. This shall not, however, apply to cash held in bank accounts unless they are expressed to be blocked accounts (or otherwise disposal is restricted) on the terms of the relevant Security Document, shall not apply to the disposal of any of the assets listed in Schedule 7 (Permitted Disposals) and shall not apply to the granting of any licences under paragraphs (xi) of Cash Equivalent Investments on arms' length termsand (xii) above.

Disposals. (a) No Obligor shall (and each Obligor shall ensure that none Except as provided below, no member of its Subsidi­aries will)the Group may, enter into either in a single transaction or in a series of transactions (and whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of all or any assetpart of its assets. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal: (i) which is made on arm's length terms and for fair market value in the ordinary course of trading or business of the disposing entity; (ii) of assets which are obsolete; (iii) which is made from any Obligor to another Obligor; (iv) which is made from any Obligor to a wholly-owned subsidiary being a member of the Group which is not an Obligor, provided that the fair market value of the assets to be disposed of does not, when aggregated with the fair market value of all other assets disposed of pursuant to this paragraph (b)(iv) exceed EUR 5,000,000 (or its equivalent in any other currency or curren­cies); (v) of assets in exchange for other assets comparable or superior as to type, value and quality; (viiii) which is by a Permitted Affiliate Transaction; (vii) made in connection with the granting of a non-exclusive licence to use any Intellectual Property owned by members member of the Group provided that any such licences do not prohibit any of incorporated in Italy where the mem­ber of the Group from using any Intellectual Property aggregate book value exceeds €16,000,000 which is material to its business; (viii) made with have the prior written consent of the Majority Lenders; (iv) by members of the Group where the aggregate book value is less than €50,000,000; (v) between or among members of the Group; (vi) the Parent and its Subsidiaries (other than the Receivables Entity) may sell assets (other than the Equity Interests of any Subsidiary or joint venture), so long as: (A) no Event of Default then exists or would result therefrom; (B) each such sale is in an arm’s-length transaction and the Parent or the respective Subsidiary receives at least fair market value (as determined in good faith by the Parent or such Subsidiary, as the case may be); (C) the total consideration received by the Parent or such Subsidiary is at least 70% cash and is paid at the time of the closing of such sale; (D) the Net Proceeds therefrom are applied and/or reinvested as (and to the extent) required by section 4.02(c) of the EnerSys Capital Credit Agreement; and (E) the aggregate amount of the proceeds received from all assets sold pursuant to this Subclause (A) above shall not exceed US$10,000,000 in any fiscal year of the Parent; (vii) each of the Parent and its Subsidiaries (other than the Receivables Entity) may grant leases or subleases to other persons not materially interfering with the conduct of the business of the Parent or any of its Subsidiaries; (viii) on and after the Accounts Receivable Facility Transaction Date, the Receivables Sellers may: (A) contribute cash to the Receivables Entity the proceeds of which are used to acquire Accounts Receivable Facility Assets from the Receivables Sellers; and (B) transfer and reacquire Accounts Receivable Facility Assets to and from the Receivables Entity, in each case pursuant to, and in accordance with the terms of, the Accounts Receivable Facility Documents; (ix) on and after the Accounts Receivable Facility Transaction Date, the Receivables Entity may transfer and reacquire Accounts Receivable Facility Assets (to the extent acquired from the Receivables Sellers as provided in Subclause (viii) above) pursuant to, and in accordance with the terms of, the Accounts Receivable Facility Documents; (x) the Parent and its Subsidiaries (other than the Receivables Entity) may sell or otherwise dispose of nonDesignated Assets, so long as: (A) no Default or Event of Default then exists or would result therefrom; (B) each such sale is in an arm’s-core assets which is made on arm's length terms transaction and for the Parent or the respective Subsidiary receives at least fair market value provided (as determined in good faith by the Parent or such Subsidiary, as the case may be); and (C) the aggregate amount of the Net Proceeds received from the sale or other disposition of such Designated Assets does not exceed US$5,000,000 (it being understood, however, that if the Net Proceeds from the sale or other disposition of Designated Assets exceeds US$5,000,000, such excess may be independently permitted pursuant to Subclause (vi) above); or (xi) where the higher of the market value and consideration receivable (when aggregated with the higher of the market value and consideration receivable for any other sale, lease, transfer or other disposal, other than any permitted disposal not allowed under paragraphs (i) to (viii) abovethe preceding sub-paragraphs) does not exceed EUR 5,000,000 (€15,000,000 or its equivalent in another currency or currencies) in any financial year; year of the Company (xexcluding (i) of cash other than intra-group transactions and (ii) disposals by way of a payment to any member members of the Group which incorporated in Italy above the threshold of €16,000,000, as permitted under Subclause (iii) above). (c) For the avoidance of doubt, Holdings is not an Obligor as equity payment, it being under­stood, however, that payments permitted to Unterstützungskasse Kronos Ti­tan GmbH acquire its own Holdings Common Stock up to an aggregate amount of EUR 1,000,000 (or its equivalent in another currency or currencies) shall be permitted, and provided that such disposal is not otherwise prohibited by this Agreement; or (xi) of Cash Equivalent Investments on arms' length termsexceeding US$15,000,000.

Disposals. (a) No Obligor Except as provided below, no member of the Group may, and the Company shall (and each Obligor shall ensure procure that none no member of its Subsidi­aries the Group will), enter into either in a single transaction or in a series of transactions (and whether related or not) and whether voluntary or involuntary to , sell, leasetransfer, transfer or otherwise dispose of all or any assetpart of its present or future assets. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal: (i) which is made on arm's ’s length commercial terms and for fair market value reasonable consideration and in the ordinary course of trading or business of the disposing entity, provided that: (A) the higher of the market value and consideration receivable for such sale, transfer or disposal (when aggregated with the higher of the market value and consideration for any other sale, transfer or disposal allowed under this Subclause) does not exceed HK$350,000,000 or its equivalent, provided that the Company shall inform the Facility Agent of any such sale, transfer or disposal of which the higher of the market value and consideration receivable exceeds HK$200,000,000 or its equivalent within 30 days of the completion of such sale, transfer or disposal; and (B) no Default or Event of Default would occur as a result of such sale, transfer or disposal; (ii) of trading stock or cash, machinery, raw materials or other current assets which are obsoletemade by any member of the Group in the ordinary course of trading of the Group; (iii) by a member of the Group which is made from any an Obligor to another member of the Group which is an Obligor; (iv) by a member of the Group which is made from any an Obligor to a wholly-owned subsidiary being any other member of the Group of any machinery, raw materials and trading stock, for arm’s length consideration and commercial terms and for the ordinary course of business of the Group; (v) of any cash for the purpose of capital injections to be made by any member of the Group to another member of the Group, which is for the ordinary course of business of the Group; (vi) by a member of the Group which is not an Obligor, provided that Obligor and not incorporated in the fair market value of the assets PRC to be disposed of does not, when aggregated with the fair market value of all other assets disposed of pursuant to this paragraph (b)(iv) exceed EUR 5,000,000 (or its equivalent in any other currency or curren­cies); (v) of assets in exchange for other assets comparable or superior as to type, value and quality; (vi) which is a Permitted Affiliate Transaction; (vii) made in connection with the granting of a non-exclusive licence to use any Intellectual Property owned by members of the Group provided that any such licences do not prohibit any of the mem­ber of the Group from using any Intellectual Property which is material to its business; (viii) made with the prior written consent of the Majority Lenders; (ix) of non-core assets which is made on arm's length terms and for fair market value provided that the consideration receivable (when aggregated with the consideration receivable for any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to (viii) above) does not exceed EUR 5,000,000 (or its equivalent in another currency or currencies) in any financial year; (x) of cash other than by way of a payment to any member of the Group which is not an Obligor and not incorporated in the PRC; (vii) by a member of the Group which is incorporated in the PRC to another member of the Group which is incorporated in the PRC; (viii) of used, worn out, obsolete or surplus property by any Obligor in the ordinary course of business and the abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Obligors taken as equity payment, it being under­stood, however, that payments to Unterstützungskasse Kronos Ti­tan GmbH up to an aggregate amount of EUR 1,000,000 (or its equivalent in another currency or currencies) shall be permitted, and provided that such disposal is not otherwise prohibited by this Agreementa whole; or (xiix) of Cash Equivalent Investments on arms' length termsrelated to any amalgamation, demerger, merger or corporate reconstruction in compliance with Subclause 22.9 (Mergers).

Disposals. (a) No Obligor shall shall, and the Company will procure that no other member of the Group will, (and each Obligor shall ensure that none of its Subsidi­aries will), enter into either in a single transaction or in a series of transactions (transactions, whether related or not) and whether voluntary or involuntary to sell, leaseconvey, transfer or otherwise dispose of: (i) any shares in Xxxxx 2, Bidco, The Energy Group Limited or any Principal Subsidiary; (ii) any loans to or other claims on any Principal Subsidiary; (iii) the whole or a substantial part of the undertaking or assets of (i) the Distribution Business or (ii) the Generation Business as a whole; or (iv) any assetother significant assets. (b) Paragraph (a) above does The restrictions will not apply to any sale, lease, transfer or other disposalapply: (i) which is with respect to paragraph (a)(iii) above, to (A) the expenditure or application of cash, or (B) any disposal in the ordinary course of business (including by way of securitisation) or (C) any disposal where the net book value of the assets disposed of, when aggregated with the net book value of any other assets forming part of the Distribution Business or (as the case may be) the Generation Business disposed of otherwise than in the ordinary course of operating the respective businesses in the same financial year of the Group, does not exceed 10 per cent. of the Adjusted Share Capital and Reserves at the end of the previous financial year; (ii) to a disposal made by any member of the Group to another member of the Group; or (iii) with respect to paragraph (a)(iv) above, to any disposal on arm's length terms and for fair market value in the ordinary course (including by way of trading or business of the disposing entity; (ii) of assets which are obsolete; (iii) which is made from any Obligor to another Obligor;securitisation); or (iv) which is made from to any Obligor to a wholly-owned subsidiary being a member of the Group which is not an Obligor, provided that the fair market value of the assets to be disposed of does not, when aggregated with the fair market value of all other assets disposed of pursuant to this paragraph (b)(iv) exceed EUR 5,000,000 (or its equivalent in any other currency or curren­cies); (v) of assets in exchange for other assets comparable or superior as to type, value and quality; (vi) which is a Permitted Affiliate Transaction; (vii) made in connection with the granting of a non-exclusive licence to use any Intellectual Property owned by members of the Group provided that any such licences do not prohibit any of the mem­ber of the Group from using any Intellectual Property which is material to its business; (viii) made with the prior written consent of the Majority Lenders; (ix) of non-core assets which is made on arm's length terms and for fair market value provided that the consideration receivable (when aggregated with the consideration receivable for any other sale, leaseconveyance, transfer or other disposal, other than any permitted under paragraphs disposal with respect to the Xxxx'x Xxxx generating facility which otherwise would infringe sub-Clause (iiii) to (viii) above) does not exceed EUR 5,000,000 (or its equivalent in another currency or currencies) in any financial year; (x) above provided none of cash other than by way of a payment the parties to any member of the Group which such transaction is not an Obligor as equity payment, it being under­stood, however, that payments to Unterstützungskasse Kronos Ti­tan GmbH up to an aggregate amount of EUR 1,000,000 (a Relevant Person or its equivalent in another currency or currencies) shall be permitted, and provided that such disposal is not otherwise prohibited by this Agreement; or (xi) of Cash Equivalent Investments on arms' length termsProject Finance Subsidiary.

Disposals. (a) No Obligor shall (and each Obligor shall ensure that none of its Subsidi­aries will)Except as provided below, enter into no Group Member may, either in a single transaction or in a series of transactions (and whether related or 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 disposal: (i) disposal which is made on arm's length terms and for fair market value terms: (i) made in the ordinary course of trading or business of the disposing entity; (ii) of assets which are obsolete; (iii) which is made from any Obligor to another Obligor; (iv) which is made from any Obligor to a wholly-owned subsidiary being a member of the Group which is not an Obligor, provided that the fair market value of the assets to be disposed of does not, when aggregated with the fair market value of all other assets disposed of pursuant to this paragraph (b)(iv) exceed EUR 5,000,000 (or its equivalent in any other currency or curren­cies); (v) of assets in exchange for other assets comparable or superior as to type, value and quality; (iii) constituted by the investment of cash (that is not immediately required in the Group's business) in short term cash equivalent investments or the realisation of such cash equivalent investments for cash, in each case in the ordinary course of business of the Group Member making such investment or realization (as the case may be); (iv) by a Group Member of obsolete inventories, vehicles, plant and equipment no longer required in the business of the relevant Group Member for cash; (v) of assets by the Borrower to another Group Member; (vi) which that any Group Member is a Permitted Affiliate Transactionunder any legally binding commitment to make, provided that such commitment is subsisting as at the date of this Agreement; (vii) made in connection with constituted by the granting of making by a non-exclusive licence to use any Intellectual Property owned by members Group Member of the Group provided that declaration and payment of any such licences do not prohibit any of the mem­ber of the Group from using any Intellectual Property which is material lawful dividend in cash to its businessshareholders; (viii) made constituted by any sale to any person (other than a Group Member) of any Target Shares by the Borrower for a consideration in cash only, provided that such sale is required to maintain the listing status of the Target on the Main Board of the HKSE and the aggregate number of Target Shares so sold (whether on one or more occasions) does not exceed the minimum number of Target Shares that are required to be disposed of by the Borrower in order to maintain the listing status of the Target on the Main Board of the HKSE in accordance with the prior written consent of the Majority LendersListing Rules; (ix) of non-core assets which is made on arm's length terms and for fair that arises as a direct result of any transaction expressly permitted under Clause 20.5 (Negative pledge) or Clause 20.7 (Mergers); or (x) where the higher of the market value provided that the 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 disposal not allowed under paragraphs (i) to (viii) abovethe preceding paragraphs) does not exceed EUR 5,000,000 (or its equivalent in another currency or currencies) ten per cent. of the total assets of the Borrower in any financial year;year of the Borrower. (xc) Paragraph (a) above does not apply to any disposal of cash assets by a Group Member (other than by way of a payment the Borrower) to any member of the another Group which is not an Obligor as equity payment, it being under­stood, however, that payments to Unterstützungskasse Kronos Ti­tan GmbH up to an aggregate amount of EUR 1,000,000 (or its equivalent in another currency or currencies) shall be permitted, and provided that such disposal is not otherwise prohibited by this Agreement; or (xi) of Cash Equivalent Investments on arms' length termsMember.

Disposals. (a) No Obligor shall (and each Obligor the Italian Borrower shall ensure that none no other member of its Subsidi­aries the Group will), ) enter into a single transaction or a series of transactions (whether related or 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 or disposals: (i) which is made on arm's length terms and for fair market value in the ordinary course of trading or the business of the disposing entity; (ii) of assets which are obsolete; (iii) which is made from any Obligor to another Obligor; (iv) which is made from any Obligor to a wholly-owned subsidiary being a member of the Group which is not an Obligor, provided that the fair market value of the assets to be disposed of does not, when aggregated with the fair market value of all other assets disposed of pursuant to this paragraph (b)(iv) exceed EUR 5,000,000 (or its equivalent in any other currency or curren­cies); (v) of assets in exchange for other assets comparable or superior as to type, value and quality; (iii) the proceeds of which are applied to the acquisition by any member of the Group, of property or assets (including the capital stock of any entity) that replaces the relevant property or assets disposed of, or in property or assets that will be used or useful in the business or operations of the Group, within 355 days; (iv) following or in connection with a Corporate Reconstruction as defined in and pursuant to Clause 22.7 (Merger); (v) the proceeds of which are applied in voluntary prepayment of any of the Facilities in accordance with the terms of this Agreement (such payment to occur on the last day of the Interest Period for each Loan being prepaid during which such disposed proceeds are received by the relevant member of the Group); (vi) which is in respect of any assets other than shares or other ownership interests in any member of the Group, by an Obligor to another Obligor or by a Permitted Affiliate Transactionmember of the Group (other than an Obligor) to another member of the Group (including an Obligor); (vii) made of shares or other ownership interests in connection with the granting of a non-exclusive licence to use any Intellectual Property owned by members member of the Group provided that any such licences do not prohibit any of the mem­ber by a member of the Group from using any Intellectual Property which is material to its business;another member of the Group, subject always to Clause 8.2 (Change of Control); or (viii) made with where the prior written consent book value of the Majority Lenders; (ix) of non-core assets which is made on arm's length terms and for fair market value provided that the consideration receivable (when aggregated with the consideration receivable book value of the assets for any other sale, lease, transfer or other disposaldisposal by the Group, other than any permitted under paragraphs (i) to (viiivii) above) carried out over the period from the date hereof to the Termination Date does not exceed EUR 5,000,000 (or its equivalent in another currency or currencies) in any financial year; (x) 30 per cent. of cash other than by way of a payment to any member the Consolidated Total Assets of the Group which is not an Obligor at the end of any Relevant Period as equity payment, it being under­stood, however, that payments determined by the Consolidated Financial Statements or Consolidated Quarterly Financial Statements (as the case may be) for the Relevant Period from the date hereof to Unterstützungskasse Kronos Ti­tan GmbH up to an aggregate amount of EUR 1,000,000 (or its equivalent in another currency or currencies) shall be permitted, and provided that such disposal is not otherwise prohibited by this Agreement; or (xi) of Cash Equivalent Investments on arms' length termsthe Termination Date.

Disposals. (a) No Obligor shall (and each Obligor shall ensure that none Except as provided below, no member of its Subsidi­aries will)the Group may, enter into either in a single transaction or in a series of transactions (and whether related or not, dispose of: (i) and whether voluntary any shares in any member of the Group; (ii) all or involuntary to sell, lease, transfer or otherwise dispose any part of any assetits assets. (b) Paragraph (aa)(i) above does not apply to any saledisposal where all shares owned by any member of the Group in a Subsidiary are disposed of at the time of the disposal and, lease, transfer or other disposaleither: (i) the Net Proceeds of such disposal are applied promptly in prepayment of the Facilities to the extent required by and in accordance with Clause 11.4 (Mandatory prepayment - Disposals and Share Disposals); or (ii) the disposal is: (A) a disposal of shares in a Subsidiary which is not a Material Subsidiary, and (B) a disposal of shares to a wholly-owned Subsidiary of the Company, and (C) (if the member of the Group disposing of the shares is an Obligor) a disposal of shares to another Obligor, and (if the shares being disposed of are secured under this Agreement), immediately upon completion of the disposal security at least equivalent to that over such shares existing in favour of the Facility Agent immediately prior to their disposal is created in favour of the Facility Agent, in form and substance satisfactory to the Facility Agent. (c) Paragraph (a)(ii) does not apply to: (i) any disposal of all or part of Felsted for Cash; (ii) any disposal made on arm's length terms and for fair market value in the ordinary course of trading or business of the disposing entity; (ii) of assets which are obsolete; (iii) which is made from any Obligor to another Obligor; (iv) which is made from any Obligor to a wholly-owned subsidiary being a member of the Group which is not an Obligor, provided that the fair market value of the assets to be disposed of does not, when aggregated with the fair market value of all other assets disposed of pursuant to this paragraph (b)(iv) exceed EUR 5,000,000 (or its equivalent in any other currency or curren­cies); (v) disposal of assets in exchange for other assets comparable or superior as to type, value and quality; (iv) any disposal from one member of the Group to another member of the Group provided that (A) if immediately prior to such disposal security is provided over such assets to the Facility Agent pursuant to the terms of the Security Documents, like security shall be provided in a manner satisfactory to the Facility Agent over such assets in favour of the Facility Agent, and (B) where the member of the Group effecting such disposal is an Obligor, the member of the Group to whom the assets are disposed of shall also be an Obligor; (v) any disposal of Cash or Cash Equivalents; (vi) any disposal of obsolete assets which is a Permitted Affiliate Transactionare no longer required for the purpose of the disposing entity’s business; (vii) made in connection with the granting of any disposal on arm’s length terms to a non-exclusive licence joint venture to use any Intellectual Property owned by members which a member of the Group provided that any such licences do not prohibit any of is a party and in which the mem­ber relevant member of the Group from using any Intellectual Property which is material to its businesshas management control or owns a majority of the voting rights and issued share capital; (viii) made with any disposal where the prior written consent Net Proceeds of that disposal are applied promptly in prepayment of the Majority Lenders;Facilities to the extent required by and in accordance with Clause 11.4 (Mandatory prepayment - Disposals and Share Disposals); or (ix) of non-core assets which is made on arm's length terms and for fair market value provided that any disposal where the consideration receivable Net Proceeds (when aggregated with the consideration receivable Net Proceeds for any other sale, lease, transfer or other disposal, other than any permitted disposal not allowed under paragraphs (i) to (viii) abovethe preceding sub-paragraphs) does not exceed EUR £5,000,000 (or its equivalent in another currency or currencies) in any financial year;year of the Company. (xd) of cash other than by way of a payment to any No member of the Group shall enter into any option or similar arrangement under which a person has a present or contingent right to require a member of the Group to sell or otherwise dispose of any material property or interest in property where such disposal would be prohibited by the provisions of this Clause 23.6. (e) Notwithstanding the rest of this Clause 23.6 (Disposals), no member of the Group may make a disposal, as referred to in paragraph (a) above, which is not also a disposal of a Material Subsidiary or a business which if comprised in an Obligor entity would in consequence have been a Material Subsidiary, except to the extent that the Company has delivered to the Facility Agent in form and substance satisfactory to the Facility Agent a certificate signed by two authorised signatories of the Company certifying that the directors of the Company reasonably believe that, if the relevant disposal occurred, the financial covenants contained in Clause 22 (Financial covenants) will be complied with when tested for each of the four Measurement Periods succeeding such Measurement Period. (f) Notwithstanding the rest of this Clause 23.6 (Disposals), no member of the Group may make a disposal, as equity paymentreferred to in paragraph (a) above, it being under­stoodother than for Cash consideration payable in full at completion of the disposal, however, save that payments to Unterstützungskasse Kronos Ti­tan GmbH up to an aggregate amount 20 per cent. (for three months only from the date of EUR 1,000,000 (or its equivalent in another currency or currencies) shall be permitted, and provided that such disposal is not otherwise prohibited by this Agreement; or (xi) and from then on 15 per cent. of the consideration relating to a disposal may be deferred or in the form of non-Cash Equivalent Investments on arms' length termsconsideration.

Disposals. (a) No Except as provided in paragraph (b) below, no Obligor shall (and each Obligor the Company shall ensure that none no other member of its Subsidi­aries the Group will), enter into ) whether by a single transaction or a series of transactions (whether related or not) not and whether voluntary or involuntary to involuntary) sell, lease, transfer or otherwise dispose of any assetasset (each a "Disposal"). (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposalDisposal: (i) which is made on arm's length terms and for fair market value in the ordinary course of trading or day-to-day business of the disposing entityentity (which expression shall not include the Disposal of a Retail Asset); (ii) of assets which are obsoleteexchanged for other assets of similar or superior type or where all or part of the net proceeds (calculated, mutatis mutandis, on the same basis as Net Proceeds) (or an equivalent amount) are, or are committed to be, applied in the purchase, refurbishment or improvement of any Extended Retail Asset, in each case, Back to Contents within the period of 6 months following receipt of the proceeds of that Disposal and where the balance (if any) of such net proceeds (or equivalent amount) not so applied or committed is attributed to, or applied pursuant to, another paragraph or paragraphs of this Clause 22.4(b); (iii) which where any member of the Group has applied funds in the purchase, refurbishment or improvement of any Extended Retail Asset, in each case, within the period of 6 months prior to the receipt of the proceeds of that Disposal where the amount so applied is made from any Obligor at least equal to the proceeds of that Disposal or, to the extent it is less than the proceeds of that Disposal, the balance is attributed to, or applied pursuant to, another Obligorparagraph or paragraphs of this Clause 22.4(b); (iv) at arm's length of assets which is made from any Obligor to a wholly-owned subsidiary being a member of the Group which is not an Obligor, provided that the fair market value of the assets to be disposed of does not, when aggregated with the fair market value of all other assets disposed of pursuant to this paragraph (b)(iv) exceed EUR 5,000,000 (or its equivalent in any other currency or curren­cies)are obsolete; (v) which constitutes the payment of assets in exchange cash for other assets comparable or superior as to type, value and qualityany purpose not prohibited by any Finance Document; (vi) which is a Permitted Affiliate Transactionby any member of the Group to another member of the Group; (vii) made in connection with with, or for the granting of purpose of, or as a non-exclusive licence to use any Intellectual Property owned by members of consequence of, the Group provided that any such licences do not prohibit any of the mem­ber of the Group from using any Intellectual Property which is material to its businessSeparation; (viii) made with which constitutes any short term investment of funds not immediately required in the prior written consent Group's business and the realisation of the Majority Lendersthose investments; (ix) which constitutes the making of non-core assets a lawful distribution; (x) where an amount equal to the Net Proceeds thereof (or such smaller amount having regard to other Disposals which are permitted to be made pursuant to the other paragraphs of this Clause 22.4(b)) is made used in or towards making a prepayment and cancellation of Facility A under Clause 8.4 (Disposals) or, following the prepayment and cancellation in full of Facility A, towards prepayment and cancellation of such other Facility as the Company may decide; (xi) by the granting of any lease, licence or any other right over real property on arm's length terms and for fair market value provided that in the consideration receivable ordinary course of business of the disposing entity; (when aggregated with xii) to which the consideration receivable for Majority Lenders have consented; or (xiii) in a financial year, in addition to any other sale, lease, transfer or other disposal, other than any Disposal permitted under paragraphs (i) to (viiixii) (inclusive) above) , which relates to an asset which does not exceed EUR 5,000,000 (or its equivalent in another currency assets which do not) together with other Disposals made under or currenciesattributed to this paragraph (xiii) in any that financial year; , generate, in aggregate, net proceeds in excess of 5 per cent. of Consolidated Gross Assets (x) where Consolidated Gross Assets is, for the purposes of cash other than by way of a payment to any member this provision, based on Consolidated Gross Assets as calculated for the financial year of the Group Company immediately prior to the financial year in which such Disposal is not an Obligor as equity paymentmade), it being under­stoodprovided that in the case of paragraphs (ii) and (iii) above, however, that payments to Unterstützungskasse Kronos Ti­tan GmbH up there shall be no double counting with respect to an aggregate amount application made prior to a Disposal and an application made following a Disposal. For the purposes of EUR 1,000,000 paragraph (or its equivalent in another currency or currenciesxiii) shall above Consolidated Gross Assets shall, prior to the receipt of the first consolidated financial statements required to be permitteddelivered pursuant to Clause 20.1 (Financial statements) be calculated, and provided that such disposal is not otherwise prohibited by this Agreement; or (xi) of Cash Equivalent Investments on arms' length terms.reference to the Initial Financial Statements. Back to Contents

Disposals. (a) No Except as provided in paragraph (b) below, no Obligor shall (and each Obligor the Company shall ensure that none no other member of its Subsidi­aries the Group will), enter into ) whether by a single transaction or a series of transactions Back to Contents (whether related or not) not and whether voluntary or involuntary to involuntary) sell, lease, transfer or otherwise dispose of any assetasset (each a "Disposal"). (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposalDisposal: (i) which is made on arm's length terms and for fair market value in the ordinary course of trading or day-to-day business of the disposing entityentity (which expression shall not include the Disposal of a Lodging Asset); (ii) of assets which are obsolete;exchanged for other assets of similar or superior type or where all or part of the net proceeds (calculated, mutatis mutandis, on the same basis as Net Proceeds) (or an equivalent amount) are, or are committed to be, applied in the purchase, refurbishment or improvement of any Extended Lodging Asset, in each case, within the period of 6months following receipt of the proceeds of that Disposal and where the balance (if any) of such net proceeds (or equivalent amount) not so applied or committed is attributed to, or applied pursuant to, another paragraph or paragraphs of this Clause 22.4(b) (iii) which where any member of the Group has applied funds in the purchase, refurbishment or improvement of any Extended Lodging Asset, in each case, within the period of 6 months prior to the receipt of the proceeds of that Disposal and where the amount so applied is made from any Obligor at least equal to the proceeds of that Disposal or, to the extent it is less than the proceeds of that Disposal, the balance is attributed to, or applied pursuant to, another Obligorparagraph or paragraphs of this Clause 22.4(b); (iv) at arm's length of assets which is made from are obsolete; (v) which constitutes the payment of cash for any Obligor to a wholly-owned subsidiary being a purpose not prohibited by any Finance Document; (vi) by any member of the Group to: (A) another member of the Group which is not an Obligor, provided that the fair market value either a wholly owned member of the assets to Group, or any member of the Group which would be disposed of does nota wholly owned, when aggregated with the fair market value of all other assets disposed of pursuant to this paragraph (b)(iv) exceed EUR 5,000,000 (or its equivalent in any other currency or curren­cies);but for a nominal shareholding owned by a chosen nominee; or (vB) a Project Group Member or a Joint Venture Entity where, in each case, the net asset position of assets in exchange for other assets comparable the Group following that Disposal is neutral or superior as to type, value and quality; (vi) which is a Permitted Affiliate Transactionenhanced; (vii) made which constitutes any short term investment of funds not immediately required in connection with the granting Group's business and the realisation of a non-exclusive licence to use any Intellectual Property owned by members of the Group provided that any such licences do not prohibit any of the mem­ber of the Group from using any Intellectual Property which is material to its businessthose investments; (viii) made with which constitutes the prior written consent making of the Majority Lendersa lawful distribution; (ix) where an amount equal to the Net Proceeds thereof (or such smaller amount having regard to other Disposals which are permitted to be made pursuant to the other paragraphs of non-core assets which this Clause 22.4(b)) is made used in or towards making a prepayment and cancellation of Facility A under Clause 8.4 ( Disposals) or, following the prepayment and cancellation in full of Facility A, towards prepayment and cancellation of such other Facility as the Company may decide; (x) by the granting of any lease, licence or any other right over real property on arm's length terms and for fair market value provided that in the consideration receivable ordinary course of business of the disposing entity; Back to Contents (when aggregated with xi) to which the consideration receivable for Majority Lenders have consented; or (xii) in a financial year, in addition to any other sale, lease, transfer or other disposal, other than any Disposal permitted under paragraphs (i) to (viiixi) (inclusive) above) , which relates to an asset which does not exceed EUR 5,000,000 (or its equivalent in another currency assets which do not) together with other Disposals made under or currenciesattributed to this paragraph (xii) in any that financial year; (x) , generate, in aggregate, net proceeds in excess of cash other than by way 7.5 per cent. of a payment to any member Consolidated Gross Assets of the Group (where Consolidated Gross Assets is, for the purposes of this provision, based on Consolidated Gross Assets) as calculated for the financial year of the Company immediately prior to the financial year in which such Disposal is not an Obligor as equity paymentmade, it being under­stoodprovided that in the case of paragraphs (ii) and (iii) above, however, that payments to Unterstützungskasse Kronos Ti­tan GmbH up there shall be no double counting with respect to an aggregate amount application made prior to a Disposal and an application made following a Disposal. For the purposes of EUR 1,000,000 paragraph (or its equivalent in another currency or currenciesxii) shall above Consolidated Gross Assets shall, prior to the receipt of the first consolidated financial statements required to be permitteddelivered pursuant to Clause 20.1 (Financial statements) be calculated, and provided that such disposal is not otherwise prohibited by this Agreement; or (xi) of Cash Equivalent Investments on arms' length termsreference to the Initial Financial Statements.

Disposals. (a) No Obligor shall, and the Company shall (and each Obligor shall ensure procure that none no other member of its Subsidi­aries the Group will), enter into without the prior written consent of the Agent acting on the instructions of the Majority Banks, either in a single transaction or in a series of transactions (transactions, whether related or not) not and whether voluntary voluntarily or involuntary to involuntarily, sell, leasetransfer, transfer grant or lease or otherwise dispose of all or any assetsubstantial part of its assets. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposalto: (i) which is disposals made on arm's length terms and in the ordinary course of business of the disposing entity for fair market value on an arm’s length basis; (ii) disposals from any member of the Group to any other member of the Group; (iii) disposals of property or assets (excluding receivables) in exchange for other property or assets of a comparable type in value, made in the ordinary course of business; (iv) the sale, transfer, loan or disposal in the ordinary course of trading of obsolete plant or business of the disposing entitymachinery; (iiv) the creation by an Obligor or any member of assets which are obsoletethe Group of a Permitted Security Interest; (iiivi) disposals of cash raised or borrowed for the purpose for which is made from any Obligor to another Obligorit was raised or borrowed; (ivvii) which is made from the repayment of any Obligor to monies borrowed and the payment of any dividend or distribution; (viii) a wholly-owned subsidiary being distribution of surplus assets of a member of the Group which is in liquidation or winding up not an Obligor, provided that the fair market value of the assets to be disposed of does not, when aggregated with the fair market value of all other assets disposed of pursuant to this paragraph (b)(iv) exceed EUR 5,000,000 (or its equivalent in any other currency or curren­cies); (v) of assets in exchange for other assets comparable or superior as to type, value and quality; (vi) which is a Permitted Affiliate Transaction; (vii) made in connection with the granting of a non-exclusive licence to use any Intellectual Property owned by members of the Group provided that any such licences do not prohibit any of the mem­ber of the Group from using any Intellectual Property which is material to its business; (viii) made with the prior written consent of the Majority Lendersinvolving insolvency; (ix) the application of non-core cash in the acquisition of assets which is made or services in the ordinary course of trading of an Obligor or the relevant member of the Group; (x) the disposal of receivables under receivables financing arrangements or securitisation arrangements, on arm's length terms and for fair market value provided that the consideration receivable commercial terms; (when aggregated with the consideration receivable for any other sale, lease, transfer xi) disposals of property or other disposal, other assets otherwise than any as permitted under by paragraphs (i) to (viiix) above) of this Clause 20.13 during the term of this Agreement so long as the aggregate book value of all such property or assets does not exceed EUR 5,000,000 (or its equivalent 10 per cent. of the Total Consolidated Assets as shown in another currency or currencies) in any the latest audited consolidated financial year;statements of the Group, Provided that: (xA) an Obligor shall ensure that it provides to the Banks information setting out changes in the structure of cash the Group and the transfer, sale or disposal of property or assets by an Obligor or any Principal Subsidiary to any of its own subsidiaries where the book value of the relevant assets is equal to or greater than euro 15,000,000 such information to be provided with the quarterly financial statements to be delivered under Clause 20.2 (Financial information); and (B) none of the above exceptions shall apply to the disposal by any person of a Principal Subsidiary to any person other than by way of a payment to any member of the Group which is not an Obligor as equity payment, it being under­stood, however, that payments to Unterstützungskasse Kronos Ti­tan GmbH up to an aggregate amount of EUR 1,000,000 (or its equivalent in another currency or currencies) shall be permitted, and provided that such disposal is not otherwise prohibited by this Agreement; or (xi) of Cash Equivalent Investments on arms' length termsGroup.

Disposals. (a) No Obligor shall, and the Company shall (and each Obligor shall ensure procure that none no other member of its Subsidi­aries the Group will), enter into without the prior written consent of the Agent acting on the instructions of the Majority Banks, either in a single transaction or in a series of transactions (transactions, whether related or not) not and whether voluntary voluntarily or involuntary to involuntarily, sell, leasetransfer, transfer grant or lease or otherwise dispose of all or any assetsubstantial part of its assets. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposalto: (ia) which is disposals made in the ordinary course of business of the disposing entity for market value on an arm's length terms and basis; (b) disposals from any member of the Group to any other member of the Group; (c) disposals of property or assets (excluding receivables) in exchange for fair market value other property or assets of a comparable type in value, made in the ordinary course of business; (d) the sale, transfer, loan or disposal in the ordinary course of trading of obsolete plant or business of the disposing entitymachinery; (iie) the creation by an Obligor or any member of assets which are obsoletethe Group of a Permitted Security Interest; (iiif) disposals of cash raised or borrowed for the purpose for which is made from any Obligor to another Obligorit was raised or borrowed; (ivg) which is made from the repayment of any Obligor to monies borrowed and the payment of any dividend or distribution; (h) a wholly-owned subsidiary being distribution of surplus assets of a member of the Group which is in liquidation or winding-up not involving insolvency; (i) the application of cash in the acquisition of assets or services in the ordinary course of trading of an ObligorObligor or the relevant member of the Group; (j) the disposal of receivables under receivables financing arrangements or securitisation arrangements, provided on commercial terms; (k) disposals of property or assets otherwise than as permitted by paragraphs (a) to (j) of this Clause 17.13 during the term of this Agreement so long as the aggregate book value of all such property or assets does not exceed 10 per cent. of the Total Consolidated Assets as shown in the latest audited consolidated financial statements of the Group, (i) an Obligor shall ensure that it provides to the fair market Banks information setting out changes in the structure of the Group and the transfer, sale or disposal of property or assets by an Obligor or any Principal Subsidiary to any of its own subsidiaries where the book value of the relevant assets is equal to or greater than CHF20,000,000, such information to be disposed of does not, when aggregated provided with the fair market value of all other assets disposed of pursuant quarterly financial statements to this paragraph (b)(iv) exceed EUR 5,000,000 (or its equivalent in any other currency or curren­cies);be delivered under Clause 17.2, and (vii) none of assets in exchange for other assets comparable or superior as the above exceptions shall apply to type, value and quality; (vi) which is a Permitted Affiliate Transaction; (vii) made in connection with the granting disposal by any person of a non-exclusive licence Principal Subsidiary to use any Intellectual Property owned by members of the Group provided that any such licences do not prohibit any of the mem­ber of the Group from using any Intellectual Property which is material to its business; (viii) made with the prior written consent of the Majority Lenders; (ix) of non-core assets which is made on arm's length terms and for fair market value provided that the consideration receivable (when aggregated with the consideration receivable for any other sale, lease, transfer or other disposal, person other than any permitted under paragraphs (i) to (viii) above) does not exceed EUR 5,000,000 (or its equivalent in another currency or currencies) in any financial year; (x) of cash other than by way of a payment to any member of the Group which is not an Obligor as equity payment, it being under­stood, however, that payments to Unterstützungskasse Kronos Ti­tan GmbH up to an aggregate amount of EUR 1,000,000 (or its equivalent in another currency or currencies) shall be permitted, and provided that such disposal is not otherwise prohibited by this Agreement; or (xi) of Cash Equivalent Investments on arms' length termsGroup.

Disposals. (a) No Obligor shall (and each Obligor shall ensure that none Except as provided below, no member of its Subsidi­aries will)the Group may, enter into either in a single transaction or in a series of transactions (and whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of all or any assetpart of its assets. (b) Paragraph Except as provided below, paragraph (a) above does not apply to any sale, lease, transfer or other disposal: (i) which is made on arm's length terms and for fair market value of Intellectual Property Rights in the ordinary course of trading or business of the disposing entity; (ii) of assets which are obsoleteother than Intellectual Property Rights made in the ordinary course of business of the disposing entity; (iii) which is made from any Obligor to another Obligor; (iv) which is made from any Obligor to a wholly-owned subsidiary being a member of the Group which is not an Obligor, provided that the fair market value of the assets to be disposed of does not, when aggregated with the fair market value of all other assets disposed of pursuant to this paragraph (b)(iv) exceed EUR 5,000,000 (or its equivalent in any other currency or curren­cies); (v) of assets in exchange for other assets comparable or superior as to type, value and quality; (viiv) where: (A) the proceeds of the disposal are used within six months of that disposal for the purchase (free from any Security Interest) of an asset to replace directly the asset the subject of that disposal where the purchased asset has a market value at least equal to the value of the asset which is a Permitted Affiliate Transactionsubject to the disposal; and (B) prior to the disposal, the Parent has notified the Facility Agent that the proceeds are to be so used; (viiv) made in connection with the granting of a non-exclusive licence to use any Intellectual Property owned by members of the Group provided that any such licences do not prohibit any of the mem­ber of the Group from using any Intellectual Property an asset which is material to its businessobsolete for the purpose for which such an asset is normally utilised; (viii) made with the prior written consent of the Majority Lenders; (ix) of non-core assets which is made on arm's length terms and for fair market value provided that the consideration receivable (when aggregated with the consideration receivable for any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (ivi) to (viii) above) does not exceed EUR 5,000,000 (an Obligor, or its equivalent in another currency or currencies) in any financial year; (x) of cash other than by way of a payment to any member of the Group which is not an Obligor as equity paymentObligor, it being under­stood, however, that payments to Unterstützungskasse Kronos Ti­tan GmbH up to an aggregate amount another such member of EUR 1,000,000 the Group; (vii) of cash or its equivalent in another currency or currencies) shall be permitted, and provided that such disposal is cash equivalents on terms not otherwise prohibited by this Agreement; or (xiviii) where the higher of Cash Equivalent Investments on arms' length termsthe market value or consideration receivable (when aggregated with the higher of the market value or consideration for any other disposal not allowed under the preceding sub-paragraphs) does not exceed US$20,000,000 or its equivalent in any financial year of the Parent. (c) Paragraph (b) does not permit any disposal of any Target Assets or Xxx Lilly Assets.

Disposals. (a) No Obligor shall Except as provided in paragraph (and each Obligor shall ensure that none of its Subsidi­aries will)c) below, after the US Facility Release Date, the Company will not permit any Non-Core Group Member to enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset. (b) Except as provided in paragraph (d) below, the Company will not permit any Core Group Member to enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset. (c) In relation to the Non-Core Group Members only, paragraph (a) above does not apply to: (i) the sale, transfer or other disposition of other property or assets is for fair value provided that: (A) the aggregate amount of such sales, transfers and other dispositions by all Non-Core Group Members, taken as a whole shall not exceed, in the aggregate, 20% of the Consolidated Total Assets provided, that, to the extent that: I. the proceeds of any such sale, transfer or other disposition permitted under this paragraph are reinvested in assets that are related to the business in which those Persons are permitted to be engaged under Clause 23.14 (Lines of Business) within the period of twelve months following such sale, transfer or other disposition; and II. the amount of proceeds of all such sales, transfers or other dispositions that are subject to reinvestment do not at any one time exceed 20% of the Consolidated Total Assets, such sale, transfer or other disposition shall be excluded for purposes of computing the amount of sales, transfers and other dispositions made pursuant to this paragraph provided, further, that, to the extent that any of those Persons has acquired any assets that are related to the business in which those Persons are permitted to be engaged under Clause 23.14 (Lines of Business) during the period six months prior to such sale, transfer or other disposition, then the proceeds of such sale, transfer or other disposition may be deemed to have been reinvested for the purpose of determining compliance with the preceding proviso; and (B) at the time of such sale, transfer or other disposition and immediately after giving effect to such sale, transfer or other disposition, no Default or Event of Default shall have occurred and be continuing; or (ii) the divestiture or other disposition of specific assets and property by any Non-Core Group Member pursuant to an order by any Governmental Authority but only to the extent that: (A) such order is given by such Governmental Authority as a prerequisite to the receipt of such Governmental Authority’s approval in connection with a pending Acquisition by the relevant Non-Core Group Member; and (B) the relevant Non-Core Group Member has repaid all Indebtedness (other than Indebtedness outstanding under this Agreement and the US Facility) associated with the assets or property so divested or disposed (or such Indebtedness shall have been assumed by the purchaser of such assets or property). (iii) the sale, transfer or other disposition of obsolete, worn out or surplus property in the ordinary course of business; (iv) the sale of inventory and goods held for sale in the ordinary course of business; (v) the lease or sublease of real or personal property in the ordinary course of business; (vi) sales, transfers, leases and other dispositions permitted by Clause 23.12 (Merger); (vii) the sale, transfer or other disposition of assets or property (including the sale or issuance of capital stock of any Non-Core Group Member which is not the Company): (A) to the Company or any Restricted Subsidiary; and (B) between Non-Core Group Members; and (viii) sales or discounts without recourse (except in the case of paragraph (B) below, with respect to Standard Securitization Undertakings) of Accounts Receivable: (A) arising in the ordinary course of business in connection with the compromise or collection of such Accounts Receivable; or (B) in a transaction permitted by Clause 23.15(a). (d) Paragraph (ab) above does not apply to any sale, lease, transfer or other disposaldisposal by a Core Group Member: (i) which is made on arm's length terms and for fair market value in the ordinary course of trading or business of the disposing entity; (ii) of assets which are obsolete; (iii) which is made from any Obligor to another Obligor; (iv) which is made from any Obligor to a wholly-owned subsidiary being a member of the Group which is not an Obligor, provided that the fair market value of the assets to be disposed of does not, when aggregated with the fair market value of all other assets disposed of pursuant to this paragraph (b)(iv) exceed EUR 5,000,000 (or its equivalent in any other currency or curren­cies); (v) of assets in exchange for other assets comparable or superior as to type, value and quality; (iii) involving the sale, transfer or other disposition of obsolete, worn out or surplus property in the ordinary course of business; (iv) involving the sale of inventory and goods held for sale in the ordinary course of business; (v) involving the lease or sublease of real or personal property in the ordinary course of business; (vi) which is a Permitted Affiliate Transactioninvolving sales, transfers, leases and other dispositions permitted by Clause 23.12 (Merger); (vii) made in connection with the granting of a non-exclusive licence to use any Intellectual Property owned by members of the Group provided that any such licences do not prohibit any of the mem­ber of the Group from using any Intellectual Property which is material a Guarantor to its businessanother Core Group Member which is a Guarantor; (viii) made with the prior written consent of all of the Majority Lenders;Campofrio Assets prior to the Campofrio Release Date, provided that the proceeds of such disposal are used to prepay and cancel the Facility in accordance with Clause 9.2 (Mandatory prepayment and partial cancellation – disposal of Campofrio Assets) or the requirements of Clause 9.3 (Mandatory prepayment and cancellation – Campofrio Assets and Campofrio Replacement Security Assets) are complied with; or (ix) of non-core assets which is made all, or any part, of the Campofrio Assets on arm's length terms and for fair market value following the Campofrio Release Date, provided that the consideration receivable (when aggregated with Campofrio Replacement Security Documents are in full force and effect at the consideration receivable for any time of the sale, lease, transfer or other disposal and no Default would or could reasonably be expected to occur as a result of the sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to (viii) above) does not exceed EUR 5,000,000 (or its equivalent in another currency or currencies) in any financial year;. (xe) Other than in respect of cash the Campofrio Assets in accordance with paragraph (d)(viii) above and notwithstanding any other than by way of a payment to any provision in this Clause 23.4, no Obligor shall (and the Company shall ensure that no Material Subsidiary, member of the Polish Group which is not or member of the Romanian Group will) sell, lease, transfer or otherwise dispose of an Obligor as equity payment, it being under­stood, however, that payments asset subject to Unterstützungskasse Kronos Ti­tan GmbH up to an aggregate amount Security under the Security Documents without the consent of EUR 1,000,000 (or its equivalent in another currency or currencies) shall be permitted, and provided that such disposal is not otherwise prohibited by this Agreement; or (xi) of Cash Equivalent Investments on arms' length termsall the Lenders.

Disposals. (a) No Obligor shall (and each Obligor the Company shall ensure that none no other member of its Subsidi­aries the Group will), ) enter into a single transaction or a series of transactions (whether related or not) not and whether voluntary or involuntary 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) which is of stock made on arm's length terms and for fair market value in the ordinary course of trading or business of the disposing entity; (ii) of cash: LD857960/38 (A) for the acquisition on arm’s length terms of assets which are obsoletepermitted or required under this Agreement; or (B) for any other purpose not prohibited under this Agreement; (iii) which is made from constituting the creation of any Obligor to another ObligorSecurity permitted under paragraph (d) of Clause 22.4 (Negative pledge); (iv) of an obsolete or redundant asset which is made from any Obligor to a wholly-owned subsidiary being a member no longer required for the purposes of the Group which is not an Obligor, provided that the fair market value of the assets to be disposed of does not, when aggregated with the fair market value of all other assets disposed of pursuant to this paragraph (b)(iv) exceed EUR 5,000,000 (or its equivalent in any other currency or curren­cies)business; (v) of assets in exchange for other assets comparable or superior as to type, value and qualityquality and location; (vi) by a member of the Group to another member of the Group which is a Permitted Affiliate Transactionwholly owned Subsidiary of the Parent; (vii) made (where the interest of the Company in connection with the granting of transferee is no less than its interest in the transferor) by a non-exclusive licence to use any Intellectual Property owned by members member of the Group provided that any such licences do not prohibit any of the mem­ber to a member of the Group from using any Intellectual Property which is material to its businessnot a wholly owned Subsidiary of the Parent; (viii) made with where the prior written consent of the Majority Lenders; (ix) of non-core assets which is made on arm's length terms and for fair market value provided that the consideration receivable (when aggregated with the consideration receivable for market value of any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to (viiivii) above) does not exceed EUR 5,000,000 (or its equivalent in another currency or currencies) 10 per cent. of Total Assets in any financial year;year of the Company; or (ix) approved by the Majority Lenders; or (x) of cash other than by way in respect of a payment 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 which is not an Obligor as equity payment, it being under­stood, however, that payments to Unterstützungskasse Kronos Ti­tan GmbH up to an aggregate amount of EUR 1,000,000 (or its equivalent any shares in another currency or currencies) shall be permitted, and provided that such disposal is not otherwise prohibited by this Agreement; ora Guarantor. (xid) For the purposes of Cash Equivalent Investments on arms' length terms.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.