Common use of Disposals Clause in Contracts

Disposals. (a) The Borrower shall not (and shall ensure that no other member of 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 disposal: (i) made in the ordinary course of trading of the disposing entity; (ii) of assets in exchange for other assets comparable or superior as to type, value and quality; (iii) made from one member of the Group (other than the Borrower) to another member of the Group; (iv) of cash or cash equivalents for cash or cash equivalents; (v) where the book value of such asset (when aggregated with the book value of each other asset disposed of under this sub-clause (v)) (in each case as calculated in accordance with GAAP) does not exceed (x) 10% of the Borrower’s Total Assets in any financial year of the Borrower and (y) 25% of the Borrower’s Total Assets during the period starting on the Signing Date and ending on the date that all amounts outstanding under this Agreement have been paid in full. At the request of the Agent (any such request to be made no more than once per calendar quarter, unless a Default is continuing), the Borrower shall provide a certificate to the Agent setting out in reasonable detail the book value of any assets disposed of under this sub-clause (v) (calculated in accordance with GAAP); or (vi) involving the transfer of any or all of the Borrower’s shares in UMC pursuant to the UMC Litigation to a person that is not a member of the Group (provided that this sub-clause (vi) shall not in any way prejudice the rights of the Finance Parties under Clause 21.18 (UMC Litigation)). When calculating the Borrower’s Total Assets under sub-clause (v) above, if the annual consolidated balance sheet of the Borrower for the immediately preceeding financial year of the Borrower is not available, the Borrower’s Total Assets shall be calculated by reference to the draft audit report then available for that financial year and any other evidence reasonably requested by, and reasonably satisfactory to, the Agent.

Disposals. (a) The Borrower No Obligor shall not (and the Company shall ensure that no other member of 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 (each a "disposal") any asset. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal: (i) of stock made in the ordinary course of trading of the disposing entity; (ii) of cash: LD857960/50 (A) for the acquisition on arm's length terms of assets permitted or required under this Agreement; or (B) for any other purpose not prohibited under this Agreement; (iii) constituting the creation of any Security permitted under paragraph (d) of Clause 22.4 (Negative pledge); (iv) of an obsolete or redundant asset which is no longer required for the purposes of the business; (v) of assets in exchange for other assets comparable or superior as to type, value and qualityquality and location; (iiivi) made from one by a member of the Group (other than the Borrower) to another member of the GroupGroup which is a wholly owned Subsidiary of the Parent; (ivvii) (where the interest of cash or cash equivalents for cash or cash equivalentsthe Company in the transferee is no less than its interest in the transferor) by a member of the Group to a member of the Group which is not a wholly owned Subsidiary of the Parent; (vviii) where the book market value of such asset (when aggregated with the book market value of each any other asset disposed of sale, lease, transfer or other disposal, other than any permitted under this sub-clause paragraphs (v)i) to (in each case as calculated in accordance with GAAPvii) above) does not exceed (x) 10% 10 per cent. of the Borrower’s Total Assets in any financial year of the Borrower and (y) 25% of the Borrower’s Total Assets during the period starting on the Signing Date and ending on the date that all amounts outstanding under this Agreement have been paid in full. At the request of the Agent (any such request to be made no more than once per calendar quarter, unless a Default is continuing), the Borrower shall provide a certificate to the Agent setting out in reasonable detail the book value of any assets disposed of under this sub-clause (v) (calculated in accordance with GAAP)Company; or (viix) involving approved by the transfer Majority Lenders; or (x) in respect of any or all of the Borrower’s shares in UMC pursuant to the UMC Litigation to a person that is not 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 this sub-clause each disposal is (except in any case referred to in paragraph (vi)) shall 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 way prejudice the rights member of the Finance Parties under Group of any shares in a Guarantor. (d) For the purposes of Clause 21.18 (UMC Litigation22.5(b)(vi)). When calculating the Borrower’s Total Assets under sub-clause (v) above, if the annual consolidated balance sheet Asturiana de Zinc, S.A. will be considered a wholly owned Subsidiary of the Borrower for Parent provided the immediately preceeding financial year Parent directly or indirectly owns not less than 99.98 per cent. of the Borrower is not availableshares of Asturiana de Zinc, the Borrower’s Total Assets shall be calculated by reference to the draft audit report then available for that financial year and any other evidence reasonably requested by, and reasonably satisfactory to, the Agent.S.A.

Disposals. (a) The Borrower No Obligor shall not (and the Company shall ensure that no other member of 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 (each a "disposal") any asset. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal: (i) of stock made in the ordinary course of trading of the disposing entity; (ii) of cash: (A) for the acquisition on arm's length terms of assets permitted or required under this Agreement; or (B) for any other purpose not prohibited under this Agreement; (iii) constituting the creation of any Security permitted under paragraph (d) of Clause 23.4 (Negative pledge); (iv) of an obsolete or redundant asset which is no longer required for the purposes of the business; (v) of assets in exchange for other assets comparable or superior as to type, value and qualityquality and location; (iiivi) made from one by a member of the Group (other than the Borrower) to another member of the GroupGroup which is a wholly owned Subsidiary of the Parent; (ivvii) (where the interest of cash or cash equivalents for cash or cash equivalentsthe Company in the transferee is no less than its interest in the transferor) by a member of the Group to a member of the Group which is not a wholly owned Subsidiary of the Parent; (vviii) where the book market value of such asset (when aggregated with the book market value of each any other asset disposed of sale, lease, transfer or other disposal, other than any permitted under this sub-clause paragraphs (v)i) to (in each case as calculated in accordance with GAAPvii) above) does not exceed (x) 10% 10 per cent. of the Borrower’s Total Assets in any financial year of the Borrower and (y) 25% of the Borrower’s Total Assets during the period starting on the Signing Date and ending on the date that all amounts outstanding under this Agreement have been paid in full. At the request of the Agent (any such request to be made no more than once per calendar quarter, unless a Default is continuing), the Borrower shall provide a certificate to the Agent setting out in reasonable detail the book value of any assets disposed of under this sub-clause (v) (calculated in accordance with GAAP)Company; or (viix) involving approved by the transfer Majority Lenders; or (x) in respect of any or all of the Borrower’s shares in UMC pursuant to the UMC Litigation to a person that is not 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 this sub-clause each disposal is (except in any case referred to in paragraph (vi)) shall 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 way prejudice the rights member of the Finance Parties under Group of any shares in a Guarantor. (d) For the purposes of Clause 21.18 (UMC Litigation23.5(b)(vi)). When calculating the Borrower’s Total Assets under sub-clause (v) above, if the annual consolidated balance sheet Asturiana de Zinc, S.A. will be considered a wholly owned Subsidiary of the Borrower for Parent provided the immediately preceeding financial year Parent directly or indirectly owns not less than 99.98 per cent. of the Borrower is not availableshares of Asturiana de Zinc, the Borrower’s Total Assets shall be calculated by reference to the draft audit report then available for that financial year and any other evidence reasonably requested by, and reasonably satisfactory to, the Agent.S.A.

Disposals. (a) The Borrower No Obligor shall not (and each Obligor shall ensure that no other member none of the Group its Subsidi­aries 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 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; (iiivi) which is a Permitted Affiliate Transaction; (vii) made from one member in connection with the granting of a non-exclusive licence to use any Intellectual Property owned by members of the Group (other than the Borrower) to another member provided that any such licences do not prohibit any of the Groupmem­ber of the Group from using any Intellectual Property which is material to its business; (ivviii) made with the prior written consent of cash or cash equivalents for cash or cash equivalentsthe Majority Lenders; (vix) where of non-core assets which is made on arm's length terms and for fair market value provided that the book value of such asset consideration receivable (when aggregated with the book value of each consideration receivable for any other asset disposed of sale, lease, transfer or other disposal, other than any permitted under this sub-clause paragraphs (v)i) to (in each case as calculated in accordance with GAAPviii) above) does not exceed EUR 5,000,000 (or its equivalent in another currency or currencies) in any financial year; (x) 10% of cash other than by way of a payment to any member of the Borrower’s Total Assets 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 any financial year of the Borrower another currency or currencies) shall be permitted, and (y) 25% of the Borrower’s Total Assets during the period starting on the Signing Date and ending on the date provided that all amounts outstanding under such disposal is not otherwise prohibited by this Agreement have been paid in full. At the request of the Agent (any such request to be made no more than once per calendar quarter, unless a Default is continuing), the Borrower shall provide a certificate to the Agent setting out in reasonable detail the book value of any assets disposed of under this sub-clause (v) (calculated in accordance with GAAP)Agreement; or (vixi) involving the transfer of any or all of the Borrower’s shares in UMC pursuant to the UMC Litigation to a person that is not a member of the Group (provided that this sub-clause (vi) shall not in any way prejudice the rights of the Finance Parties under Clause 21.18 (UMC Litigation)). When calculating the Borrower’s Total Assets under sub-clause (v) above, if the annual consolidated balance sheet of the Borrower for the immediately preceeding financial year of the Borrower is not available, the Borrower’s Total Assets shall be calculated by reference to the draft audit report then available for that financial year and any other evidence reasonably requested by, and reasonably satisfactory to, the AgentCash Equivalent Investments on arms' length terms.

Disposals. (a) The Borrower No Obligor shall not (and the Company shall ensure that no other member of 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 (each a "disposal") any asset. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal: (i) of stock made in the ordinary course of trading of the disposing entity; (ii) of cash: LD943539/9 (A) for the acquisition on arm's length terms of assets permitted or required under this Agreement; or (B) for any other purpose not prohibited under this Agreement; (iii) constituting the creation of any Security permitted under paragraph (d) of Clause 22.4 (Negative pledge); (iv) of an obsolete or redundant asset which is no longer required for the purposes of the business; (v) of assets in exchange for other assets comparable or superior as to type, value and qualityquality and location; (iiivi) made from one by a member of the Group (other than the Borrower) to another member of the GroupGroup which is a wholly owned Subsidiary of the Parent; (ivvii) (where the interest of cash or cash equivalents for cash or cash equivalentsthe Company in the transferee is no less than its interest in the transferor) by a member of the Group to a member of the Group which is not a wholly owned Subsidiary of the Parent; (vviii) where the book market value of such asset (when aggregated with the book market value of each any other asset disposed of sale, lease, transfer or other disposal, other than any permitted under this sub-clause paragraphs (v)i) to (in each case as calculated in accordance with GAAPvii) above) does not exceed (x) 10% 10 per cent. of the Borrower’s Total Assets in any financial year of the Borrower and (y) 25% of the Borrower’s Total Assets during the period starting on the Signing Date and ending on the date that all amounts outstanding under this Agreement have been paid in full. At the request of the Agent (any such request to be made no more than once per calendar quarter, unless a Default is continuing), the Borrower shall provide a certificate to the Agent setting out in reasonable detail the book value of any assets disposed of under this sub-clause (v) (calculated in accordance with GAAP)Company; or (viix) involving approved by the transfer Majority Lenders; or (x) in respect of any or all of the Borrower’s shares in UMC pursuant to the UMC Litigation to a person that is not 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 this sub-clause each disposal is (except in any case referred to in paragraph (vi)) shall 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 way prejudice the rights member of the Finance Parties under Group of any shares in a Guarantor. (d) For the purposes of Clause 21.18 (UMC Litigation22.5(b)(vi)). When calculating the Borrower’s Total Assets under sub-clause (v) above, if the annual consolidated balance sheet Asturiana de Zinc, S.A. will be considered a wholly owned Subsidiary of the Borrower for Parent provided the immediately preceeding financial year Parent directly or indirectly owns not less than 99.98 per cent. of the Borrower is not availableshares of Asturiana de Zinc, the Borrower’s Total Assets shall be calculated by reference to the draft audit report then available for that financial year and any other evidence reasonably requested by, and reasonably satisfactory to, the Agent.S.A.

Disposals. (a) The Borrower No Obligor shall not (and the Parent shall ensure that no other member of the Group Group, other than a Project Finance Subsidiary, 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 the whole or any assetpart of the assets of the Group. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal: (i) made the net proceeds of which are applied in prepayment and cancellation of the Facility or reinvested in the ordinary course of trading business within 12 months of the disposing entitydisposal; (ii) made in the ordinary and usual course of trade on arm’s length commercial terms; (iii) of assets in exchange for for, or those replaced by, other assets comparable or superior as to type, value and quality; (iiiiv) a disposal made from one by any member of the Group which is not an Obligor to another member of the Group other than a Project Finance Subsidiary; (v) a disposal made by an Obligor to another Obligor; (vi) a disposal made by an Obligor to another member of the Group which is not an Obligor (other than a Project Finance Subsidiary) (the BorrowerAcquiring Company) provided that the aggregate amount transferred (net of the value of any assets transferred from a member of the Group which is not an Obligor to another an Obligor) does not exceed US$20,000,000 (or its equivalent) in any financial year or, if in excess of that amount, the Acquiring Company simultaneously accedes to this Agreement as an Additional Guarantor in accordance with Clause 27.4 (Additional Guarantors); (vii) of cash for a purpose not prohibited under the Finance Documents; (viii) of obsolete assets not required for the operation of the businesses of the Group by any member of the Group; (ivix) made with the prior written consent of cash or cash equivalents for cash or cash equivalentsthe Majority Banks; (v) where the book value of such asset (when aggregated with the book value of each other asset disposed of under this sub-clause (v)) (in each case as calculated in accordance with GAAP) does not exceed (x) 10% the making of a lawful distribution; (xi) any sale, lease, transfer or disposal which constitutes a Permitted Reorganisation; and (xii) any sale, lease, transfer or disposal not permitted under paragraphs (i) to (xi) above provided that the aggregate amount transferred (net of the Borrower’s Total Assets in any financial year of the Borrower and (y) 25% of the Borrower’s Total Assets during the period starting on the Signing Date and ending on the date that all amounts outstanding under this Agreement have been paid in full. At the request of the Agent (any such request to be made no more than once per calendar quarter, unless a Default is continuing), the Borrower shall provide a certificate to the Agent setting out in reasonable detail the book value of any assets disposed of under this sub-clause (v) (calculated in accordance with GAAP); or (vi) involving the transfer of any or all of the Borrower’s shares in UMC pursuant to the UMC Litigation to a person that is not transferred from a member of the Group which is not an Obligor to an Obligor) does not exceed US$20,000,000 (provided that this sub-clause (vior its equivalent) shall not in any way prejudice the rights of the Finance Parties under Clause 21.18 (UMC Litigation)). When calculating the Borrower’s Total Assets under sub-clause (v) above, if the annual consolidated balance sheet of the Borrower for the immediately preceeding financial year of the Borrower is not available, the Borrower’s Total Assets shall be calculated by reference to the draft audit report then available for that financial year and any other evidence reasonably requested by, and reasonably satisfactory to, the Agentyear.

Disposals. (a) The Borrower No Obligor shall not (and the Company shall ensure that no other member of 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 assetEquity Interests or Equity Rights in any member of the Group, and including any issue of any Equity Interests or Equity Rights in any member of the Group other than the Company or make any other Disposal. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposalDisposal: (i) made in the ordinary course of trading of the disposing entity; (ii) of assets in exchange for other assets comparable or superior as to type, value and qualitywhich is a Proposed Disposal; (iii) made from one member where the higher of the Group market value (as determined in good faith by the relevant Obligor) or consideration receivable (when aggregated with the higher of the market value (as determined in good faith by the relevant Obligor) or consideration receivable for any other Disposal, other than any permitted under paragraphs (i) and (ii) above) does not exceed $10,000,000 (or its equivalent in another currency or currencies) or such higher amount as may be agreed by the Borrower) to another member of the GroupMajority Lenders in any financial year; (iv) of cash or cash equivalents for cash or cash equivalentsa Permitted Investment; (v) where for cash of obsolete or worn out assets in the book value ordinary course of such asset (when aggregated with the book value of each other asset disposed of under this sub-clause (v)) (in each case as calculated in accordance with GAAP) does not exceed (x) 10% business of the Borrower’s Total Assets in any financial year of the Borrower and (y) 25% of the Borrower’s Total Assets during the period starting on the Signing Date and ending on the date that all amounts outstanding under this Agreement have been paid in full. At the request of the Agent (any such request to be made no more than once per calendar quarter, unless a Default is continuing), the Borrower shall provide a certificate to the Agent setting out in reasonable detail the book value of any assets disposed of under this sub-clause (v) (calculated in accordance with GAAP); ordisposing entity; (vi) involving which is a transaction permitted by Clause 21.22 (Restricted Investments); (vii) between Unconditional Obligors; (viii) which is a licence or a lease of intellectual property entered into in the transfer ordinary course of business; (ix) by a Guarantor to another member of the Group of any asset with a market value (as determined in good faith by the relevant Guarantor) or all consideration receivable of the Borrower’s shares less than $10,000,000 in UMC pursuant to the UMC Litigation to a person that is not aggregate; (x) by a member of the Group which is not a Guarantor to any other member of the Group; or (xi) where the net proceeds of such Disposal to be received in cash are sufficient to repay in full all amounts outstanding under the Facility Documents and are applied to repay in full all amounts outstanding under the Facility Documents immediately on receipt. provided that this sub-clause any Disposal permitted by paragraphs (viii) and (iii) above (other than as permitted in the letter referred to in the definition of Proposed Disposals) shall not in any way prejudice be made for fair value and on terms that on the rights completion of such transaction the relevant member of the Finance Parties under Clause 21.18 (UMC Litigation)). When calculating Group will receive cash in an amount equal to at least 90% or, in the Borrower’s Total Assets under sub-clause (v) abovecase of transactions completing while the Tranche A Loans have not been fully repaid, if the annual consolidated balance sheet 75% of the Borrower for maximum total consideration payable in respect of that transaction, and any consideration not paid in cash on completion will be payable prior to the immediately preceeding financial year of the Borrower is not available, the Borrower’s Total Assets Final Maturity Date and provided further that any cash consideration from such transactions shall be calculated by reference to the draft audit report then available for that financial year applied in accordance with Clause 7 (Prepayment and any other evidence reasonably requested by, and reasonably satisfactory to, the AgentCancellation).

Disposals. (a) The Borrower No Obligor shall not (and the Italian Borrower shall ensure that no other member of 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 asset. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposaldisposal or disposals: (i) made in the ordinary course of trading the business of the disposing entity; (ii) of assets in exchange for other assets comparable or superior as to type, value and quality; (iii) made from one 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) 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 member of the Group (other than the Borroweran Obligor) to another member of the GroupGroup (including an Obligor); (ivvii) of cash shares or cash equivalents for cash or cash equivalents;other ownership interests in any member of the Group by a member of the Group to another member of the Group, subject always to Clause 8.2 (Change of Control); or (vviii) where the book value of such asset the assets (when aggregated with the book value of each the assets for any other asset disposed of sale, lease, transfer or other disposal by the Group, other than any permitted under this sub-clause paragraphs (v)i) to (in each case as calculated in accordance with GAAPvii) above) carried out over the period from the date hereof to the Termination Date does not exceed (x) 10% 15 per cent. of the Borrower’s Consolidated Total Assets in any financial year of the Borrower and (y) 25% of the Borrower’s Total Assets during the period starting on the Signing Date and ending on the date that all amounts outstanding under this Agreement have been paid in full. At the request of the Agent (any such request to be made no more than once per calendar quarter, unless a Default is continuing), the Borrower shall provide a certificate to the Agent setting out in reasonable detail the book value of any assets disposed of under this sub-clause (v) (calculated in accordance with GAAP); or (vi) involving the transfer of any or all of the Borrower’s shares in UMC pursuant to the UMC Litigation to a person that is not a member of the Group at the end of any Relevant Period as determined by the Consolidated Financial Statements or Consolidated Quarterly Financial Statements (provided that this sub-clause (vias the case may be) shall not in any way prejudice the rights of the Finance Parties under Clause 21.18 (UMC Litigation)). When calculating the Borrower’s Total Assets under sub-clause (v) above, if the annual consolidated balance sheet of the Borrower for the immediately preceeding financial year of Relevant Period from the Borrower is not available, the Borrower’s Total Assets shall be calculated by reference date hereof to the draft audit report then available for that financial year and any other evidence reasonably requested by, and reasonably satisfactory to, the AgentTermination Date.

Disposals. (a) The Borrower shall not (and shall ensure that no other member of 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 disposal: (i) made in the ordinary course of trading of the disposing entity; (ii) of assets in exchange for other assets comparable or superior as to type, value and quality; (iii) made from one member of the Group (other than the Borrower) to another member of the Group; (iv) of cash or cash equivalents for cash or cash equivalents; (v) where the book value of such asset (when aggregated with the book value of each other asset disposed of under this sub-clause (v)) (in each case as calculated in accordance with GAAP) does not exceed (x) 10% of the Borrower’s Total Assets in any financial year of the Borrower and (y) 25% of the Borrower’s Total Assets during the period starting on the Signing Date and ending on the date that all amounts outstanding under this Agreement have been paid in full. At the request of the Agent Lender (any such request to be made no more than once per calendar quarter, unless a Default is continuing), the Borrower shall provide a certificate to the Agent Lender setting out in reasonable detail the book value of any assets disposed of under this sub-clause (v) (calculated in accordance with GAAP); or (vi) involving the transfer of any or all of the Borrower’s shares in UMC pursuant to the UMC Litigation to a person that is not a member of the Group (provided that this sub-clause (vi) shall not in any way prejudice the rights of the Finance Parties Lender under Clause 21.18 (UMC Litigation)). When calculating the Borrower’s Total Assets under sub-clause (v) above, if the annual consolidated balance sheet of the Borrower for the immediately preceeding financial year of the Borrower is not available, the Borrower’s Total Assets shall be calculated by reference to the draft audit report then available for that financial year and any other evidence reasonably requested by, and reasonably satisfactory to, the AgentLender.

Disposals. (a) The Borrower shall not (and shall ensure that no other member None of the Group will) Obligors shall enter into a single transaction or a series of transactions (whether related or not and whether as a means of raising Financial Indebtedness or of financing an acquisition) and whether voluntary or involuntary) involuntary to sell, lease, transfer or otherwise dispose of (whether on terms whereby the relevant asset may be leased to or re-acquired or otherwise): (i) the trademark “OZON” or “OZON Travel”; (ii) the internet domain “xxxx.xx”; (iii) any assetShares in the Borrower or Ozon Holding; or (iv) any fixed asset of any member of the Group having a balance sheet value which, when aggregated with the balance sheet value of each other asset of the Group, represents fifteen per cent. (15%) or more of the aggregate balance sheet value of all fixed assets of the Group. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposalto: (i) made in the ordinary course of trading sale and lease-back of the disposing entityXxxxxxxx Warehouse, provided that the same is effected on arm’s length basis and for fair market value; (ii) the disposal of assets Shares in exchange LitRes provided that the same is effected on an arm’s length basis and for other assets comparable consideration the amount of which is equal to or superior exceeds the balance sheet value of such Shares, as to type, value and qualityset out in OHL’s most recent audited consolidated financial statements; (iii) made from one member the disposal of the Group (other than the Borrower) to another member of the GroupShares in OHL; (iv) any sale, transfer or other disposal of cash any asset contemplated in sub-paragraph (a)(iv) above provided that the terms of such sale, transfer or cash equivalents for cash other disposal have been approved in advance by the Agent and the amount by which consideration receivable therefor (after deducting any Taxes applicable thereto and transaction expenses incurred in connection therewith), when aggregated with all other consideration received at any time after the date of this Agreement by any member of the Group in respect of each other sale, transfer or cash equivalents;other disposal of any asset contemplated in sub-paragraph (a)(iv) above (after deducting any Taxes applicable thereto and transaction expenses incurred in connection therewith), exceeds fifteen per cent. (15%) or more of the aggregate balance sheet value of all fixed assets of the Group is applied in prepayment of the Loan in such manner as may be agreed by the Agent; or (v) where the book value of such asset (when aggregated with the book value of each other asset disposed of under this sub-clause (v)) (in each case as calculated in accordance with GAAP) does not exceed (x) 10% of the Borrower’s Total Assets in any financial year of the Borrower and (y) 25% of the Borrower’s Total Assets during the period starting on the Signing Date and ending on the date that all amounts outstanding under this Agreement have been paid in full. At the request of the Agent (any such request to be made no more than once per calendar quarter, unless a Default is continuing), the Borrower shall provide a certificate to the Agent setting out in reasonable detail the book value of any assets disposed of under this sub-clause (v) (calculated in accordance with GAAP); or (vi) involving the transfer of any or all of the Borrower’s shares in UMC pursuant to the UMC Litigation to a person that is not a member of the Group (provided that this sub-clause (vi) shall not in any way prejudice the rights of the Finance Parties under Clause 21.18 (UMC Litigation)). When calculating the Borrower’s Total Assets under sub-clause (v) above, if the annual consolidated balance sheet of the Borrower for the immediately preceeding financial year of the Borrower is not available, the Borrower’s Total Assets shall be calculated by reference to the draft audit report then available for that financial year and any other evidence reasonably requested by, and reasonably satisfactory to, disposal approved in writing in advance by the Agent.

Disposals. (a) The Borrower shall not (and shall ensure that no other member of 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 disposal: (i) made in the ordinary course of trading of the disposing entity; (ii) of assets in exchange for other assets comparable or superior as to type, value and quality; (iii) made from one member of the Group (other than the Borrower) to another member of the Group; (iv) of cash or cash equivalents for cash or cash equivalents; (v) where the book value of such asset (when aggregated with the book value of each other asset disposed of under this sub-clause (v)) (in each case as calculated in accordance with GAAP) does not exceed (x) 10% of the Borrower’s Total Assets in any financial year of the Borrower and (y) 25% of the Borrower’s Total Assets during the period starting on the Signing Date and ending on the date that all amounts outstanding under this Agreement have been paid in full. At the request of the Agent Lender (any such request to be made no more than once per calendar quarter, unless a Default is continuing), the Borrower shall provide a certificate to the Agent Lender setting out in reasonable detail the book value of any assets disposed of under this sub-clause (v) (calculated in accordance with GAAP); or (vi) involving the transfer of any or all of the Borrower’s shares in UMC MTS-Ukraine pursuant to the UMC MTS-Ukraine Litigation to a person that is not a member of the Group (provided that this sub-clause (vi) shall not in any way prejudice the rights of the Finance Parties Lender under Clause 21.18 20.19 (UMC MTS-Ukraine Litigation)). When calculating the Borrower’s Total Assets under sub-clause (v) above, if the annual consolidated balance sheet of the Borrower for the immediately preceeding preceding financial year of the Borrower is not available, the Borrower’s Total Assets shall be calculated by reference to the draft audit report then available for that financial year and any other evidence reasonably requested by, and reasonably satisfactory to, the AgentLender.

Disposals. (a) The Borrower shall not (and shall ensure that no other member of 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 disposal: (i) made in the ordinary course of trading of the disposing entity; (ii) of assets in exchange for other assets comparable or superior as to type, value and quality; (iii) made from one member of the Group (other than the Borrower) to another member of the Group; (iv) of cash or cash equivalents for cash or cash equivalents; (v) where the book value of such asset (when aggregated with the book value of each other asset disposed of under this sub-clause (v)) (in each case as calculated in accordance with GAAP) does not exceed (x) 10% of the Borrower’s Total Assets in any financial year of the Borrower and (y) 25% of the Borrower’s Total Assets during the period starting on the Signing Date and ending on the date that all amounts outstanding under this Agreement have been paid in full. At the request of the Agent (any such request to be made no more than once per calendar quarter, unless a Default is continuing), the Borrower shall provide a certificate to the Agent setting out in reasonable detail the book value of any assets disposed of under this sub-clause (v) (calculated in accordance with GAAP); or (vi) involving the transfer of any or all of the Borrower’s shares in UMC pursuant to the UMC Litigation to a person that is not a member of the Group (provided that this sub-clause (vi) shall not in any way prejudice the rights of the Finance Parties under Clause 21.18 (UMC Litigation)). When calculating the Borrower’s Total Assets under sub-clause (v) aboveabove in respect of any financial year, if the annual consolidated balance sheet of the Borrower for the immediately preceeding preceding financial year of the Borrower is not available, the Borrower’s Total Assets shall until such time as that annual consolidated balance sheet of the Borrower is available be calculated by reference to the draft audit report then available for that financial year and any other evidence reasonably requested by, and reasonably satisfactory to, the Agent.

Disposals. (a) The Borrower No Obligor will, and each Obligor will procure that no member of the Group which is its Subsidiary will, dispose of all or any substantial part of the business and/or assets of, or of any shares in the capital of any Obligor or any Holding Company thereof. (b) Each Obligor shall not (and shall ensure procure that no other member of the Group will) enter into which is its Subsidiary shall sell, transfer, lease, factor or otherwise dispose of any assets in 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 falling under paragraph (a) above does other than disposals made on arm's length terms and at a value which in the reasonable opinion of the management of the disposer represents fair market value for that asset, provided that the aggregate amount of disposals permitted hereunder shall not exceed 7.5 per cent of the consolidated total assets (Bilanzsumme) in any financial year of the Parent. (c) Paragraphs (a) and (b) of this Clause 20.12 (Disposals) shall not apply to disposals of assets in connection with the funding of special purpose vehicles or trusts assuming the obligation to fulfil pension obligations of any sale, lease, transfer or other disposalmember of the Group (commonly referred to as collateralised trust arrangements); (d) Paragraphs (a) of this Clause 20.12 (Disposals) shall not apply to: (i) made disposal of assets (other than shares in any member of the group) in the ordinary course of trading of the disposing entity; (ii) application of assets funds in exchange any manner not prohibited by the Finance Documents and the disposal of Cash Equivalents for cash (or vice versa) or other assets comparable Cash Equivalents, and for this purpose “Cash Equivalents” shall have the meaning set out in paragraphs (b) to (f) (inclusive) of the definition of “Consolidated Cash or superior as to type, value and qualityCash Equivalents"; (iii) made from one the exchange of assets (other than shares in any member of the Group Group) for other assets of a similar nature and value or the sale of assets on normal commercial terms for cash which is applied in or towards the purchase of similar assets within 180 days (or is committed to be so applied and is actually so applied within 360 days) provided that in either case if the entity exchanging or disposing of the relevant asset is an Obligor the entity which receives cash or owns the corresponding replacement asset will also be an Obligor in the same jurisdiction as the disposing Obligor; (iv) any disposal of assets which is required by an agreement existing as at the date of this Agreement the details of which have been disclosed to the Facility Agent prior to the date of this Agreement by the Obligors' Agent; (v) disposals of obsolete or redundant assets (other than shares); (vi) disposal of one or more assets between members of the BorrowerGroup provided that in the case of a disposal of assets in accordance with this paragraph (vi) which would otherwise be prohibited under paragraph (a) of this Clause 20.12 (Disposals), the recipient becomes a Guarantor in accordance with Clause 29.8; or (vii) disposals made with the approval of the Majority Lenders; (e) Paragraph (b) of this Clause 22.12 (Disposals) shall not apply to: (i) the application of an amount of funds permitted under Clause 22(d)(ii)) which is not material and which is applied (A) in a manner not prohibited by the Finance Documents and (B) for the benefit of the business of the Group; or (ii) disposals made to another member of the Group; (iv) of cash or cash equivalents for cash or cash equivalents; (v) where the book value Group provided that if as a result of such asset (when aggregated with disposal, the book value of each other asset disposed of under this sub-clause (v)) (in each case as calculated recipient member becomes a Material Subsidiary such recipient will become a Guarantor in accordance with GAAP) does not exceed (x) 10% of the Borrower’s Total Assets in any financial year of the Borrower and (y) 25% of the Borrower’s Total Assets during the period starting on the Signing Date and ending on the date that all amounts outstanding under this Agreement have been paid in full. At the request of the Agent (any such request to be made no more than once per calendar quarter, unless a Default is continuing), the Borrower shall provide a certificate to the Agent setting out in reasonable detail the book value of any assets disposed of under this sub-clause (v) (calculated in accordance with GAAP); or (vi) involving the transfer of any or all of the Borrower’s shares in UMC pursuant to the UMC Litigation to a person that is not a member of the Group (provided that this sub-clause (vi) shall not in any way prejudice the rights of the Finance Parties under Clause 21.18 (UMC Litigation)). When calculating the Borrower’s Total Assets under sub-clause (v) above, if the annual consolidated balance sheet of the Borrower for the immediately preceeding financial year of the Borrower is not available, the Borrower’s Total Assets shall be calculated by reference to the draft audit report then available for that financial year and any other evidence reasonably requested by, and reasonably satisfactory to, the Agent29.8.

Disposals. (a) The Borrower No Obligor shall not (and shall ensure the Borrower will procure that no other member of 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 asset. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposaldisposal of an asset other than an asset forming part of the Charged Property: (i) made in the ordinary course of trading day to day business (including any intra-group capital contributions) of the disposing entity; (ii) made by a member of the Group (the Disposing Company) to another member of the Group (the Acquiring Company) provided that such sale, lease, transfer or other disposal of an asset by the Disposing Company to the Acquiring Company does not adversely affect the financial condition of the Group; (iii) of assets in exchange for other assets comparable or superior as to type, value and quality; or (iv) where the higher of the market value or consideration receivable (when aggregated with the higher of the market value or consideration receivable for any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) or (ii) above) does not exceed $10,000,000 (or its equivalent in another currency or currencies) in any financial year, provided that, in each case, any such sale, lease, transfer or other disposal would not result in the Guarantor being in breach of any of its obligations under clause 17.1 (Financial Condition). (c) Paragraph (a) also does not apply to: (i) any sale, lease, transfer or other disposal in the ordinary course of trading of the disposing entity of any of the Charged Property subject only to a floating charge before the floating charge crystallises or the security created pursuant to the Transaction Security Documents has become enforceable; (iiiii) made from one any solvent liquidation or winding up of any member of the Group (other than the Borrower) to another member of Borrower and the Group;Applicants); and (iviii) any disposition of cash or cash equivalents for cash or cash equivalents; (v) where the book value of such asset (when aggregated with the book value of each other asset disposed of under this sub-clause (v)) (in each case as calculated in accordance with GAAP) does not exceed (x) 10% of the Borrower’s Total Assets in any financial year of the Borrower and (y) 25% of the Borrower’s Total Assets during the period starting on the Signing Date and ending on the date that all amounts outstanding under this Agreement have been paid in full. At the request of the Agent (any such request to be made no more than once per calendar quarter, unless a Default is continuing), the Borrower shall provide a certificate to the Agent setting out in reasonable detail the book value of any assets disposed of under this sub-clause (v) (calculated in accordance with GAAP); or (vi) involving the transfer of any or all of the Borrower’s shares in UMC pursuant to the UMC Litigation to a person that is not a member of the Group (provided that this sub-clause (vi) shall not in any way prejudice the rights of the Finance Parties under Clause 21.18 (UMC Litigation)). When calculating the Borrower’s Total Assets under sub-clause (v) above, if the annual consolidated balance sheet of the Borrower for the immediately preceeding financial year of the Borrower is not available, the Borrower’s Total Assets shall be calculated by reference to the draft audit report then available for that financial year and any other evidence reasonably requested by, and reasonably satisfactory to, the Agentoperating leases.

Disposals. (a) The Borrower Except as permitted under paragraph (b) below, the Company shall not (and the Company shall ensure that no other member of the Group will) enter into whether in 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) of assets made in the ordinary course of trading of the disposing entityentity and on arm’s length terms; (ii) of any asset by a member of the Group (the “Disposing Company”), other than shares in another member of the Group, to another member of the Group (the “Acquiring Company”), provided that if either: (A) the Disposing Company is a Senior Obligor, the Acquiring Company must also be a Senior Obligor, unless the disposal is permitted by paragraph (B) below; or (B) the Disposing Company is a Senior Obligor and the Acquiring Company is not a Senior Obligor, the market value of the assets so disposed of (when aggregated with the market value of all other assets disposed of pursuant to this paragraph (b)(ii)(B)) does not exceed €25,000,000 (or its equivalent in other currencies) in any financial year of the Company; (iii) of obsolete, surplus or redundant vehicles, plant, machinery or equipment or real estate not required for the operation of the business of the Group, in each case, on arm’s length terms; (iv) of cash or Cash Equivalent Investments where that disposal is not otherwise prohibited by the PIK Finance Documents; (v) arising as a result of any Security permitted under Clause 20.9 (Negative pledge); (vi) of assets that do not form all, or any part of any Core Assets (including shares of any member of the Group that is not part of the Core Assets) for cash on arm’s length terms where the net proceeds of disposal are contracted to be used within 12 months of receipt of such proceeds to purchase or invest in assets to be used in the business of the Group and are so used within 18 months of such date or are applied in prepayment of the PIK Facility in accordance with the provisions of paragraph (b) of Clause 7.0 (Disposal, Proceeds); (vii) disposals of assets (not including shares in, or the business of, a member of the Group or any interest in any Joint Venture or any material Intellectual Property) in exchange for or for investment in other assets which are comparable or superior as to type, value and qualityquality for use in the business; (iiiviii) made of assets with the consent of the Majority Lenders; (ix) of assets to a Joint Venture permitted pursuant to Clause 20.8 (Joint Ventures); (x) forming part of a Permitted Reorganisation; (xi) constituting dealings with trade debtors with respect to book debts in the ordinary course of trading; (xii) of the shares of any Holdco or the Target either: (a) (at any time) which is the subject of a Flotation, provided the Flotation Proceeds are applied as required by Clause 11.8(b) of the Senior Facilities Agreement, Clause 7.7 (Disposal, Insurance, Report and Flotation Proceeds) of the Bridge Facility Agreement or Clause 7.6 (Disposal Proceeds); or (b) (if a delisting of the Target Shares from one the Copenhagen Stock Exchange has not occurred) at any time after the Quarter Date on which the Debt Cover ratio of the Group is less than 3.75:1 provided that on such date and on the date of disposal Midco does not have any outstanding Utilisations (as defined in the Senior Facilities Agreement) under the Senior Facilities; (xiii) of assets pursuant to any sale and leaseback transaction where the net consideration receivable (when aggregated with the net consideration receivable for any other disposal by a member of the Group pursuant to a sale and leaseback transaction) does not exceed €75,000,000 (or its equivalent in other than currencies) in any financial year of the BorrowerCompany; (xiv) the sale or discounting of receivables on arm’s length terms and in compliance with the terms of the PIK Finance Documents, provided that if the programmes or arrangements pursuant to another member which such sales were effected exceed in aggregate €200,000,000 (or its equivalent in other currencies) at any time such excess net proceeds of such disposal are applied (where required) in prepayment of the Senior Facilities pursuant to Clause 11 of the Senior Facilities Agreement, in prepayment of the Bridge Facility pursuant to Clause 7 of the Bridge Facility Agreement or of any other Financial Indebtedness of the Midco Group or in prepayment of the PIK Facility pursuant to Clause 7 (Prepayment and Cancellation); (xv) constituted by way of a license of Intellectual Property, provided that (in the case of any exclusive license) such Intellectual Property is not required for the operation of the business of the Group; (ivxvi) a lease or licence of cash real property in the ordinary course of business (which shall not include masts or cash equivalents the real property on which they are situated) provided that such real property is not required for cash or cash equivalentsthe business of the Group; (vxvii) of any asset pursuant to a contractual arrangement existing at the Closing Date; (xviii) an assignment by the Company to the Target of rights under any Tender documents which occurs no later than three months after the Closing Date; (xix) of any interest in any Treasury Transaction for cash provided that immediately following any such sale, transfer or disposal the provisions of Clause 20.26 (Treasury Transactions) are complied with; (xx) of any of the marketable securities portfolio owned by the Target Group at the Closing Date; (xxi) of Equity Funded Target Shares and (xxii) of assets for cash on arm’s length terms where the book value of such asset net consideration receivable (when aggregated with the book value of each net consideration receivable for any other asset disposed of sale, lease, transfer or other disposal by the Group not allowed under this sub-clause the preceding paragraphs (vi) to (xx)) (in each case as calculated in accordance with GAAP) does not exceed €50,000,000 (xor its equivalent in other currencies) 10% of the Borrower’s Total Assets in any financial year of the Borrower and Company (y) 25% as the same may be increased as a result of the Borrower’s Total Assets operation of sub-paragraph (n)(iii) of Clause 1.2 (Construction)), provided that the aggregate amount of such net consideration receivable when aggregated with the amount of such net consideration receivable for any other disposal permitted under this paragraph (xxi) does not exceed €300,000,000 (or its equivalent in other currencies) in total at any time during the period starting life of this Agreement. Disposals which give rise to an obligation to apply the proceeds of that disposal in full or partial prepayment of the PIK Facility pursuant to Clause 7 (Prepayment and Cancellation) must be on terms that the Signing Date and ending on consideration payable in respect of the asset(s) being disposed of is for an amount equal to at least 85 per cent. in cash payable, no later than the date that all amounts outstanding under this Agreement have been paid in full. At the request of the Agent (any such request to be made no more than once per calendar quarter, unless a Default is continuing), the Borrower shall provide a certificate to the Agent setting out in reasonable detail the book value of any assets disposed of under this sub-clause (v) (calculated in accordance with GAAP); or (vi) involving the transfer of any or all of the Borrower’s shares in UMC pursuant to the UMC Litigation to a person that is not a member of the Group (provided that this sub-clause (vi) shall not in any way prejudice the rights of the Finance Parties under Clause 21.18 (UMC Litigation)). When calculating the Borrower’s Total Assets under sub-clause (v) above, if the annual consolidated balance sheet of the Borrower for the immediately preceeding financial year of the Borrower is not available, the Borrower’s Total Assets shall be calculated by reference to the draft audit report then available for that financial year and any other evidence reasonably requested by, and reasonably satisfactory to, the Agentrelevant disposal.

Disposals. (a) The Borrower shall not (and shall ensure that no other member of 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 disposal: (i) made in the ordinary course of trading of the disposing entity; (ii) of assets in exchange for other assets comparable or superior as to type, value and quality; (iii) made from one member of the Group (other than the BorrowerParent) to another member of the Group; (iv) of cash or cash equivalents for cash or cash equivalents; (v) where the book value of such asset (when aggregated with the book value of each other asset disposed of under this sub-clause (v)) (in each case as calculated in accordance with GAAP) does not exceed (x) 10% of the BorrowerParent’s Total Assets in any financial year of the Borrower Parent and (y) 25% of the BorrowerParent’s Total Assets during the period starting on the Signing Date and ending on the date that all amounts outstanding under this Agreement have been paid in full. At the request of the Agent (any such request to be made no more than once per calendar quarter, unless a Default is continuing), the Borrower shall provide a certificate to the Agent setting out in reasonable detail the book value of any assets disposed of under this sub-clause (v) (calculated in accordance with GAAP); or (vi) involving the transfer of any or all of the BorrowerParent’s shares in UMC pursuant to the UMC Litigation to a person that is not a member of the Group (provided that this sub-clause (vi) shall not in any way prejudice the rights of the Finance Parties under Clause 21.18 (UMC Litigation)). When calculating the BorrowerParent’s Total Assets under sub-clause (v) above, if the annual consolidated balance sheet of the Borrower for the immediately preceeding preceding financial year of the Borrower Parent is not available, the BorrowerParent’s Total Assets shall be calculated by reference to the draft audit report then available for that financial year and any other evidence reasonably requested by, and reasonably satisfactory to, the Agent.

Disposals. (a) The Borrower shall not (and shall ensure that no other member of 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 disposal: (i) made in the ordinary course of trading of the disposing entity; (ii) of assets in exchange for other assets comparable or superior as to type, value and quality; (iii) made from one member of the Group (other than the BorrowerParent) to another member of the Group; (iv) of cash or cash equivalents for cash or cash equivalents;; or (v) where the book value of such asset (when aggregated with the book value of each other asset disposed of under this sub-clause (v)) (in each case as calculated in accordance with GAAP) does not exceed (x) 10% of the BorrowerParent’s Total Assets in any financial year of the Borrower Parent and (y) 25% of the BorrowerParent’s Total Assets during the period starting on the Signing Date and ending on the date that all amounts outstanding under this Agreement have been paid in full. At the request of the Agent (any such request to be made no more than once per calendar quarter, unless a Default is continuing), the Borrower shall provide a certificate to the Agent setting out in reasonable detail the book value of any assets disposed of under this sub-clause (v) (calculated in accordance with GAAP); or (vi) involving the transfer of any or all of the Borrower’s shares in UMC pursuant to the UMC Litigation to a person that is not a member of the Group (provided that this sub-clause (vi) shall not in any way prejudice the rights of the Finance Parties under Clause 21.18 (UMC Litigation)). When calculating the BorrowerParent’s Total Assets under sub-clause (v) above, if the annual consolidated balance sheet of the Borrower for the immediately preceeding preceding financial year of the Borrower Parent is not available, the BorrowerParent’s Total Assets shall be calculated by reference to the draft audit report then available for that financial year and any other evidence reasonably requested by, and reasonably satisfactory to, the Agent.

Disposals. (a) The Borrower No Obligor shall not (and the Company shall ensure that no other member of 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 asset. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal: (i) made in the ordinary and usual course of trading of the disposing entitybusiness on arm’s length commercial terms; (ii) of assets in exchange for or those replaced by other assets comparable or superior as to type, value and quality; (iii) a disposal made from one by any member of the Group (other than the Borrower) to another member of the Group; (iv) of cash or cash equivalents for cash or cash equivalentsa purpose not prohibited under the Finance Documents; (v) where the book value net proceeds of such asset which are applied in prepayment and cancellation of the Facility or reinvested in the business within 12 months of the relevant sale, lease, transfer or other disposal; (vi) for cash of receivables under the Asset Securitisation Programme, subject to a maximum aggregate amount of $35,000,000 at any time outstanding; (vii) for cash of receivables in connection with any other debt factoring, securitisation or similar arrangement entered into by a member of the Group in the ordinary course of its business, subject to a maximum aggregate amount of £40,000,000 at any time outstanding; (viii) of obsolete assets not required for the operation of the businesses of the Group by any member of the Group; (ix) any sale and leaseback arrangements entered into by a member of the Group subject to a maximum aggregate of £5,000,000 at any time outstanding; (x) made with the prior written consent of the Majority Lenders; and (xi) on arm’s length commercial terms by any member of the Group which disposals do not fall within paragraphs (i) to (x) above (or to the extent that any disposal which falls within paragraphs (i) to (x) above exceeds any maximum amount set out in the relevant paragraph), provided that the consideration receivable, after deducting any reasonable fees, costs and expenses incurred in connection therewith, (when aggregated with the book value of each consideration receivable for any other asset disposed of sale, lease, transfer or other disposal other than any permitted under this sub-clause paragraphs (v)i) to (in each case as calculated in accordance with GAAPx) above) does not exceed (x) 10% of the Borrower’s Total Assets £30,000,000 in any financial year of the Borrower and (y) 25% of the Borrower’s Total Assets during the period starting on the Signing Date and ending on the date that all amounts outstanding under this Agreement have been paid in full. At the request of the Agent (any such request to be made no more than once per calendar quarter, unless a Default is continuing), the Borrower shall provide a certificate to the Agent setting out in reasonable detail the book value of any assets disposed of under this sub-clause (v) (calculated in accordance with GAAP); or (vi) involving the transfer of any or all of the Borrower’s shares in UMC pursuant to the UMC Litigation to a person that is not a member of the Group (provided that this sub-clause (vi) shall not in any way prejudice the rights of the Finance Parties under Clause 21.18 (UMC Litigation)). When calculating the Borrower’s Total Assets under sub-clause (v) above, if the annual consolidated balance sheet of the Borrower for the immediately preceeding financial year of the Borrower is not available, the Borrower’s Total Assets shall be calculated by reference to the draft audit report then available for that financial year and any other evidence reasonably requested by, and reasonably satisfactory to, the Agentyear.

Disposals. (a) The Borrower No Obligor shall not (and shall ensure that no other member of 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 asset. (b) Paragraph (a) above does not apply to to: (i) any sale, lease, transfer or other disposal: (i) disposal relating to the disposal of Stock and made in the ordinary course of trading of the disposing entitytrading; (ii) any sale, lease, transfer or other disposal relating to the application of cash in the acquisition of goods and services in the ordinary course of trading and in a manner consistent with the Finance Documents; (iii) any sale, lease, transfer or other disposal relating to the disposal of worn out or obsolete assets where any proceeds of sale are paid into a Blocked Account; (iv) any sale, lease, transfer or other disposal relating to any disposal of any asset (other than Eligible Equipment) where the higher of the market value or consideration receivable (when aggregated with the higher of the market value or consideration receivable for any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to (iii) above) receivable in exchange any financial year does not exceed €150,000 (or its equivalent in another currency or currencies) in any financial year and any individual transaction involving a market value or consideration in excess of €150,000 has been specifically notified to the Agent in advance and (ii) the proceeds are paid into a Blocked Account; (v) any sale, lease, transfer or other disposal which has been approved in writing by the Agent on the instructions of the Required Lenders; (vi) any disposal made by any member of the Group to an Obligor for a consideration consisting solely of shares in that Obligor; (vii) any transfer, licensing or other disposal of Intellectual Property Rights (i) as between Obligors or (ii) with the prior approval of the Required Lenders; (viii) 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 (provided that such stated purpose is not inconsistent with the terms of this Agreement); (ix) the granting of licences in respect of their 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 member of the Group or upon the insolvency of either party thereto; (x) the granting of licences on arm’s length basis to use any Intellectual Property Rights, whether registered or unregistered provided that such licence is expressed to be subordinate to the security created under the Finance Documents and the proceeds of such licences are paid into a Blocked Account; (xi) disposals of any income shares of £0.01 each in Waterford Wedgwood UK Limited (Income Shares) for the purpose of combining those Income Shares with the ordinary shares of €0.06 each in the Company (Ordinary Shares) which have not been combined with Income Shares to form stock units (each comprising one Ordinary Share and one Income Share); (xii) the Xxxxxxxxx Sale and Leaseback provided that the proceeds are paid into a Blocked Account; (xiii) any sale, lease, transfer or other disposal of any asset (other than any real property or Specified Equipment charged to the Agent pursuant to the Security Documents) for assets comparable or superior as to typevalue, value and type or quality; (iiixiv) made from one member of planned disposals listed in Schedule 8 (Permitted Disposals) provided that the Group (other than the Borrower) to another member of the Groupproceeds thereof are paid into a Blocked Account; (ivxv) disposals of cash or cash equivalents for cash or cash equivalentswhere such disposal is not otherwise prohibited by the terms of this Agreement; (vxvi) where disposals arising as a result of any Security Interest permitted by Clause 24.3 (Negative Pledge); (xvii) the book value termination or modification of such asset any swap agreement entered into pursuant to the Ancillary Facilities; (when aggregated with the book value xviii) any other disposal of each other asset disposed of under this sub-clause (v)) (in each case as calculated in accordance with GAAP) does not exceed (x) 10% assets otherwise than to any member of the Borrower’s Total Assets in Group during any financial year of the Borrower and (y) 25% of Company provided that the Borrower’s Total Assets during the period starting on the Signing Date and ending on the date that all amounts outstanding under this Agreement have been paid in full. At the request of the Agent (any such request to be made no more than once per calendar quarter, unless a Default is continuing), the Borrower shall provide a certificate to the Agent setting out in reasonable detail the aggregate book value of any all such assets disposed of under this sub-clause does not exceed €1,000,000 (v) (calculated or its equivalent in accordance with GAAPother currencies); orand (vixix) involving the transfer of any or all of the Borrower’s shares in UMC pursuant to the UMC Litigation to a person that is not a member of the Group (provided that this sub-clause (vi) shall not in any way prejudice the rights of the Finance Parties under Clause 21.18 (UMC Litigation)). When calculating the Borrower’s Total Assets under sub-clause (v) above, if the annual consolidated balance sheet of the Borrower for the immediately preceeding financial year of the Borrower is not available, the Borrower’s Total Assets shall be calculated by reference to the draft audit report then available for that financial year and any other evidence reasonably requested by, and reasonably satisfactory to, disposals approved by the AgentRequired Lenders.

Disposals. (a) The Borrower No Obligor shall not (and the Company shall ensure that no other member of 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 (each a “disposal”) any asset. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal: (i) of stock made in the ordinary course of trading of the disposing entity; (ii) of cash: (A) for the acquisition on arm’s length terms of assets permitted or required under this Agreement; or (B) for any other purpose not prohibited under this Agreement; (iii) constituting the creation of any Security permitted under paragraph (d) of Clause 23.4 (Negative pledge); (iv) of an obsolete or redundant asset which is no longer required for the purposes of the business; (v) of assets in exchange for other assets comparable or superior as to type, value and quality;quality and location; *** Confidential material redacted and filed separately with the Commission. (iiivi) made from one by a member of the Group (other than the Borrower) to another member of the GroupGroup which is a wholly owned Subsidiary of the Parent; (ivvii) by a member of cash or cash equivalents for cash or cash equivalentsthe Group to a member of the Group which is not a wholly owned Subsidiary of the Parent; (vviii) where the book market value of such asset (when aggregated with the book market value of each any other asset disposed of sale, lease, transfer or other disposal, other than any permitted under this sub-clause paragraphs (v)i) to (in each case as calculated in accordance with GAAPvii) above) does not exceed (x) 10% [***] per cent. of the Borrower’s Total Assets in any financial year of the Borrower and (y) 25% of the Borrower’s Total Assets during the period starting on the Signing Date and ending on the date that all amounts outstanding under this Agreement have been paid in full. At the request of the Agent (any such request to be made no more than once per calendar quarter, unless a Default is continuing), the Borrower shall provide a certificate to the Agent setting out in reasonable detail the book value of any assets disposed of under this sub-clause (v) (calculated in accordance with GAAP)Company; or (ix) approved by the Majority Lenders, provided that each disposal is (except in any case referred to in paragraph (vi)) involving the transfer of any or all of the Borrowermade on arm’s shares length terms for full market value and would not (in UMC pursuant to the UMC Litigation to each case) have a person Material Adverse Effect. Provided further that is not if a Subsidiary becomes a member of the Group after the date of this Agreement, assets owned by that Subsidiary at the time of its acquisition may be disposed without the market value of such assets being included for the purposes of paragraph (provided viii) above as long as such disposals are made on arm’s length terms for full market value and during the 12 Month period following the acquisition of that this sub-clause Subsidiary. (vic) shall not Nothing in paragraphs (b)(i) to (v), (vii), (viii) or (ix) permits the disposal by any way prejudice the rights member of the Finance Parties under Group of any shares in a Guarantor. (d) For the purposes of Clause 21.18 (UMC Litigation23.5(b)(vi)). When calculating the Borrower’s Total Assets under sub-clause (v) above, if the annual consolidated balance sheet Asturiana de Zinc, S.A. will be considered a wholly owned Subsidiary of the Borrower for Parent provided the immediately preceeding financial year Parent directly or indirectly owns not less than 99.98 per cent. of the Borrower is not availableshares of Asturiana de Zinc, the Borrower’s Total Assets shall be calculated by reference to the draft audit report then available for that financial year and any other evidence reasonably requested by, and reasonably satisfactory to, the Agent.S.A.

Disposals. (a) The Borrower No Obligor shall not (and the Company shall ensure that no other member of 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 assetasset of the Group (each a “Disposal”). (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposalDisposal: (i) made in the ordinary course of trading day-to-day business of the disposing entity; (ii) of assets in exchange for or to be replaced within 12 months (or committed within 12 months to be replaced and actually replaced within 24 months) by other assets comparable or superior as to type, value and quality; (iii) made from one of assets which are obsolete or redundant; (iv) which constitutes the payment of cash for any purpose not prohibited by any Finance Document; (v) by any member of the Group (other than the Borrower) to another member of the Group; (ivvi) which constitutes any short term investment of cash or cash equivalents for cash or cash equivalentsfunds not immediately required in the Group’s business and the realisation of those investments; (vvii) which constitutes the making of a lawful distribution; (viii) of assets which become Managed Assets following such Disposal; (ix) where the book proceeds of that Disposal (net of fees, transaction costs and Taxes) (or such smaller amount having regard to other Disposals which are permitted to be made pursuant to the other sub-paragraphs of this paragraph (b)) are (within the period of 12 months following receipt of those proceeds) applied (or committed within the period of 12 months following receipt of those proceeds to be applied (and actually applied within the period of 18 months following receipt of those proceeds)) in or towards capital expenditure of the Group; (x) where any member of the Group has applied funds in or towards capital expenditure of the Group within the period of 12 months prior to the receipt of the proceeds of that Disposal and where the amount so applied is at least equal to the proceeds of that Disposal (net of fees, transaction costs and Taxes) or, to the extent it is less than those proceeds, the balance is attributed to, or applied pursuant to, another sub-paragraph of this paragraph (b). (xi) where an amount equal to the proceeds of that Disposal (net of fees, transaction costs and Taxes) (or such smaller amount having regard to other Disposals which are permitted to be made pursuant to the other sub-paragraphs of this paragraph (b)) is used in or towards a permanent reduction of Financial Indebtedness of the Group; (xii) to which the Majority Lenders have consented; or (xiii) where the higher of the market value of such asset or consideration receivable (when aggregated with the book higher of the market value or consideration receivable for any other sale, lease, transfer or other disposal, to the extent not permitted under any of each other asset disposed of under this sub-clause paragraphs (vi) to (xii) above)) (in each case as calculated in accordance with GAAP) , does not exceed (x) 10% 7.5 per cent. of the Borrower’s Total Consolidated Gross Assets of the Group in any financial year as calculated using the most recently delivered financial statements of the Borrower and (y) 25% of the Borrower’s Total Assets during the period starting on the Signing Date and ending on the date that all amounts outstanding under this Agreement have been paid in full. At the request of the Agent (any such request to be made no more than once per calendar quarter, unless a Default is continuing), the Borrower shall provide a certificate to the Agent setting out in reasonable detail the book value of any assets disposed of under this sub-clause (v) (calculated in accordance with GAAP); or (vi) involving the transfer of any or all of the Borrower’s shares in UMC pursuant to the UMC Litigation to a person that is not a member of the Group (provided that this sub-clause (vi) shall not in any way prejudice the rights of the Finance Parties under Clause 21.18 (UMC Litigation)). When calculating the Borrower’s Total Assets under sub-clause (v) above, if the annual consolidated balance sheet of the Borrower for the immediately preceeding financial year of the Borrower is not available, the Borrower’s Total Assets shall be calculated by reference to the draft audit report then available for that financial year and any other evidence reasonably requested by, and reasonably satisfactory to, the AgentGroup.

Disposals. (a) The Borrower No Obligor shall not (and shall ensure the Borrower will procure that no other member of 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 asset. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposaldisposal of an asset other than an asset forming part of the Charged Property: (i) made in the ordinary course of trading day to day business (including any intra-group capital contributions) of the disposing entity; (ii) made by a member of the Group (the “Disposing Company”) to another member of the Group (the “Acquiring Company”) provided that such sale, lease, transfer or other disposal of an asset by the Disposing Company to the Acquiring Company does not adversely affect the financial condition of the Group; (iii) of assets in exchange for other assets comparable or superior as to type, value and quality; or (iv) where the higher of the market value or consideration receivable (when aggregated with the higher of the market value or consideration receivable for any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) or (ii) above) does not exceed $10,000,000 (or its equivalent in another currency or currencies) in any financial year, provided that, in each case, any such sale, lease, transfer or other disposal would not result in the Guarantor being in breach of any of its obligations under clause 17.1 (Financial Condition). (c) Paragraph (a) also does not apply to: (i) any sale, lease, transfer or other disposal in the ordinary course of trading of the disposing entity of any of the Charged Property subject only to a floating charge before the floating charge crystallises or the security created pursuant to the Transaction Security Documents has become enforceable; (iiiii) made from one any solvent liquidation or winding up of any member of the Group (other than the Borrower) to another member of Borrower and the Group;Applicants); and (iviii) any disposition of cash or cash equivalents for cash or cash equivalents; (v) where the book value of such asset (when aggregated with the book value of each other asset disposed of under this sub-clause (v)) (in each case as calculated in accordance with GAAP) does not exceed (x) 10% of the Borrower’s Total Assets in any financial year of the Borrower and (y) 25% of the Borrower’s Total Assets during the period starting on the Signing Date and ending on the date that all amounts outstanding under this Agreement have been paid in full. At the request of the Agent (any such request to be made no more than once per calendar quarter, unless a Default is continuing), the Borrower shall provide a certificate to the Agent setting out in reasonable detail the book value of any assets disposed of under this sub-clause (v) (calculated in accordance with GAAP); or (vi) involving the transfer of any or all of the Borrower’s shares in UMC pursuant to the UMC Litigation to a person that is not a member of the Group (provided that this sub-clause (vi) shall not in any way prejudice the rights of the Finance Parties under Clause 21.18 (UMC Litigation)). When calculating the Borrower’s Total Assets under sub-clause (v) above, if the annual consolidated balance sheet of the Borrower for the immediately preceeding financial year of the Borrower is not available, the Borrower’s Total Assets shall be calculated by reference to the draft audit report then available for that financial year and any other evidence reasonably requested by, and reasonably satisfactory to, the Agentoperating leases.

Disposals. (a) The Borrower shall not (and shall ensure that no other member of 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 disposal: (i) made in the ordinary course of trading of the disposing entity; (ii) of assets in exchange for other assets comparable or superior as to type, value and quality; (iii) made from one member of the Group (other than the Borrower) to another member of the Group; (iv) of cash or cash equivalents for cash or cash equivalents; (v) where the book value of such asset (when aggregated with the book value of each other asset disposed of under this sub-clause (v)) (in each case as calculated in accordance with GAAP) does not exceed (x) 10% of the Borrower’s Total Assets in any financial year of the Borrower and (y) 25% of the Borrower’s Total Assets during the period starting on the Signing Date and ending on the date that all amounts outstanding under this Agreement have been paid in full. At the request of the Agent Lender (any such request to be made no more than once per calendar quarter, unless a Default is continuing), the Borrower shall provide a certificate to the Agent Lender setting out in reasonable detail the book value of any assets disposed of under this sub-clause (v) (calculated in accordance with GAAP); or (vi) involving the transfer of any or all of the Borrower’s shares in UMC pursuant to the UMC Litigation to a person that is not a member of the Group (provided that this sub-clause (vi) shall not in any way prejudice the rights of the Finance Parties Lender under Clause 21.18 (UMC Litigation)). When calculating the Borrower’s Total Assets under sub-clause (v) above, if the annual consolidated balance sheet of the Borrower for the immediately preceeding preceding financial year of the Borrower is not available, the Borrower’s Total Assets shall be calculated by reference to the draft audit report then available for that financial year and any other evidence reasonably requested by, and reasonably satisfactory to, the AgentLender.

Disposals. (a) The Borrower shall not Except as provided in paragraph (b) below, no Obligor will, and shall ensure each Obligor will procure that no other member of the Group will) enter into Group, either in a single transaction or a series of transactions (whether related or not and whether voluntary voluntarily or involuntary) to involuntarily, sell, leasetransfer, transfer grant or lease or otherwise dispose of any assetof its assets. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposalto: (i) until a Release Condition Date (or at any time thereafter, if an Investment Downgrading Date occurs, from the Investment Downgrading Date until a Release Condition Date occurs again), any disposal of assets (other than the VE Shares referred to in paragraph (viii) below) which is made for full market value and for cash payable at the time of the disposal, where an amount equal to the Net Proceeds of which (if the asset is an Asset) are applied in accordance with and subject to the provisions of the terms of Clause 7 (Prepayment and Cancellation), provided that in the case of any such disposal of an Asset: (A) (other than in the case of any disposal of the shares in, assets or business of any member of the VUE Group or the Music Group) (x) up to 30 per cent. of the purchase consideration for such disposal may be on terms that defer its payment for up to one year from the date of such disposal and/or (y) (other than in the case of the Games Disposal) up to 30 per cent. of the purchase consideration may be in the form of valuable non-cash consideration payable at the time of that disposal and provided further that the aggregate amount of the purchase consideration in respect of such disposals so deferred and/or paid by non-cash consideration does not exceed E350,000,000 throughout the term of this Agreement; and (B) (in the case of any disposal of the shares in, assets or business of any member of the VUE Group or the Music Group) up to 35 per cent. of the purchase consideration for such disposal may be in the form of valuable non-cash consideration and on terms that defer its payment for no more than two years from the date of such disposal, and after a Release Condition Date, any disposal of assets (other than the VE Shares referred to in paragraph (viii) below) which is made in the ordinary course of business of the disposing entity or for full market value and on normal commercial terms; or (ii) a disposal of any asset with a market value of E30,000,000 (or equivalent in other currencies) or less; or (iii) disposal in the ordinary course of business or trading of the disposing entity;entity of stock in trade, business inventories, fixtures and fittings, furniture and other office equipment; or (iiiv) Relevant Intra Group Disposals or the disposal of assets any VUE Loan by VCNA, VUHIC or the Company to VUE Borrower Co. permitted under this Agreement or the disposal of any VUE Loans as permitted by the VUE Loan Assignment Agreement; or (v) disposals of surplus, obsolete or redundant plant and equipment; or (vi) the expenditure of cash in the ordinary course of business or trading (other than in connection with a transaction or operation which is prohibited by the terms of this Agreement) or the disposal of permitted cash equivalents for cash or in exchange for other assets comparable or superior as to type, value and quality;cash equivalents; or (iiivii) made disposals pursuant to Restricted Transactions permitted by Clause 19.13 (Transactions similar to security), leasing transactions permitted by Clause 19.16 (Leasing) pursuant to transactions permitted by Clause 19.18 (Mergers and acquisitions), or Clause 19.20 (Dividends and distributions) or Permitted Joint Venture; or (viii) the VE Shares Disposal, the Games Disposal, any Canal + Disposal or (subject to the provisions of Clause 7.7 (Mandatory prepayment from one VE Shares Disposal)) the disposal of the VE Shares pursuant to the VE Call Option and for cash payable at the time of the disposal; or (ix) the VUE Excluded Disposals or a disposal by any member of the VUE Group in respect of or permitted by any VUE Bridge Refinancing or VUE Incremental Indebtedness; or (x) disposal of Cegetel Shares to the extent the Company is bound by drag along obligations in respect of the same in favour of the Lenders under the Non Recourse Financing the proceeds of which are prepaid in accordance with the provisions of Clause 7 (Prepayment and Cancellation); or (xi) any disposal by a member of the Group (other than the Borrower) to another member of the Group; (iv) of cash by an Obligor or cash equivalents for cash or cash equivalents; (va Material Subsidiary) where the book value of such asset (when aggregated with the book value of each other asset disposed of under this sub-clause (v)) (in each case as calculated in accordance with GAAP) disposal does not exceed (x) 10% of have nor could be reasonably expected to have a Material Adverse Effect or to jeopardise the Borrower’s Total Assets in any financial year of the Borrower and (y) 25% of the Borrower’s Total Assets during the period starting on the Signing Date and ending on the date that all amounts outstanding under this Agreement have been paid in full. At the request of the Agent (any such request to be made no more than once per calendar quarter, unless a Default is continuing), the Borrower shall provide a certificate guarantees given to the Agent setting out in reasonable detail the book value of any assets disposed of Lenders under this sub-clause (v) (calculated in accordance with GAAP); or (vi) involving the transfer of any or all of the Borrower’s shares in UMC pursuant to the UMC Litigation to a person that is not a member of the Group (provided that this sub-clause (vi) shall not in any way prejudice the rights of the Finance Parties Documents or the Lenders' security under Clause 21.18 (UMC Litigation)). When calculating the Borrower’s Total Assets under sub-clause (v) above, if the annual consolidated balance sheet of the Borrower for the immediately preceeding financial year of the Borrower is not available, the Borrower’s Total Assets shall be calculated by reference to the draft audit report then available for that financial year and any other evidence reasonably requested by, and reasonably satisfactory to, the AgentSecurity Documents.

Disposals. (a) The Borrower shall not (and shall ensure that no other member of 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 disposal: (i) made in the ordinary course of trading of the disposing entity; (ii) of assets in exchange for other assets comparable or superior as to type, value and quality; (iii) made from one member of the Group (other than the Borrower) to another member of the Group; (iv) of cash or cash equivalents for cash or cash equivalents; (v) where the book value of such asset (when aggregated with the book value of each other asset disposed of under this sub-clause (v)) (in each case as calculated in accordance with GAAP) does not exceed (x) 10% of the Borrower’s 's Total Assets in any financial year of the Borrower and (y) 25% of the Borrower’s 's Total Assets during the period starting on the Signing Date and ending on the date that all amounts outstanding under this Agreement have been paid in full. At the request of the Agent (any such request to be made no more than once per calendar quarter, unless a Default is continuing), the Borrower shall provide a certificate to the Agent setting out in reasonable detail the book value of any assets disposed of under this sub-clause (v) (calculated in accordance with GAAP); or (vi) involving the transfer of any or all of the Borrower’s 's shares in UMC pursuant to the UMC Litigation to a person that is not a member of the Group (provided that this sub-clause (vi) shall not in any way prejudice the rights of the Finance Parties under Clause 21.18 (UMC Litigation)). When calculating the Borrower’s 's Total Assets under sub-clause (v) above, if the annual consolidated balance sheet of the Borrower for the immediately preceeding financial year of the Borrower is not available, the Borrower’s 's Total Assets shall be calculated by reference to the draft audit report then available for that financial year and any other evidence reasonably requested by, and reasonably satisfactory to, the Agent.

Disposals. (a) The Borrower shall not (and shall ensure that no other member of 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 disposal: (i) made in the ordinary course of trading of the disposing entity; (ii) of assets in exchange for other assets comparable or superior as to type, value and quality; (iii) made from one member of the Group (other than the Borrower) to another member of the Group; (iv) of cash or cash equivalents for cash or cash equivalents; (v) where the book value of such asset (when aggregated with the book value of each other asset disposed of under this sub-clause (v)) (in each case as calculated in accordance with GAAP) does not exceed (x) 10% of the Borrower’s Total Assets in any financial year of the Borrower and (y) 25% of the Borrower’s Total Assets during the period starting on the Signing Date and ending on the date that all amounts outstanding under this Agreement have been paid in full. At the request of the Agent Lender (any such request to be made no more than once per calendar quarter, unless a Default is continuing), the Borrower shall provide a certificate to the Agent Lender setting out in reasonable detail the book value of any assets disposed of under this sub-clause (v) (calculated in accordance with GAAP); or (vi) involving the transfer of any or all of the Borrower’s shares in UMC pursuant to the UMC Litigation to a person that is not a member of the Group (provided that this sub-clause (vi) shall not in any way prejudice the rights of the Finance Parties under Clause 21.18 21.16 (UMC Litigation)). When calculating the Borrower’s Total Assets under sub-clause (v) above, if the annual consolidated balance sheet of the Borrower for the immediately preceeding preceding financial year of the Borrower is not available, the Borrower’s Total Assets shall be calculated by reference to the draft audit report then available for that financial year and any other evidence reasonably requested by, and reasonably satisfactory to, the AgentLender.

Disposals. (a) The Borrower shall not (and shall ensure that no other member of 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 disposal: (i) made in the ordinary course of trading of the disposing entity; (ii) of assets in exchange for other assets comparable or superior as to type, value and quality; (iii) made from one member of the Group (other than the Borrower) to another member of the Group; (iv) of cash or cash equivalents for cash or cash equivalents; (v) where the book value of such asset (when aggregated with the book value of each other asset disposed of under this sub-clause paragraph (v)) (in each case as calculated in accordance with GAAP) does not exceed (x) 1012.5% of the Borrower’s Total Assets in any financial year of the Borrower and (y) 25% of the Borrower’s Total Assets during the period starting on the Signing Date and ending on the date that on which all amounts outstanding under this Agreement have been paid irrevocably repaid and discharged in full. At the request of the Facility Agent (any such request to be made no more than once per calendar quarter, unless a Default is continuing), the Borrower shall provide a certificate to the Facility Agent setting out in reasonable detail the book value of any assets disposed of under this sub-clause paragraph (v) (calculated in accordance with GAAP); or; (vi) involving the transfer of any or all of the Borrower’s shares in UMC pursuant to the UMC Litigation to a person that is not a member of the Group (provided that this sub-clause paragraph (vi) shall not in any way prejudice the rights of the Finance Parties under Clause 21.18 21.19 (UMC Litigation)). When calculating the Borrower’s Total Assets under sub-clause paragraph (v) aboveabove in respect of any financial year, if the annual consolidated balance sheet of the Borrower for the immediately preceeding preceding financial year of the Borrower is not available, the Borrower’s Total Assets shall until such time as that annual consolidated balance sheet of the Borrower is available be calculated by reference to the draft audit report then available for that financial year and any other evidence reasonably requested by, and reasonably satisfactory to, the Facility Agent.

Disposals. (a) The Borrower No Obligor shall not (and the Company shall ensure that no other member of 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 (each a “disposal”) any asset. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal: (i) of stock made in the ordinary course of trading of the disposing entity; (ii) of cash: LD885224/26 (A) for the acquisition on arm’s length terms of assets permitted or required under this Agreement; or (B) for any other purpose not prohibited under this Agreement; (iii) constituting the creation of any Security permitted under paragraph (d) of Clause 23.4 (Negative pledge); (iv) of an obsolete or redundant asset which is no longer required for the purposes of the business; (v) of assets in exchange for other assets comparable or superior as to type, value and qualityquality and location; (iiivi) made from one by a member of the Group (other than the Borrower) to another member of the GroupGroup which is a wholly owned Subsidiary of the Parent; (ivvii) (where the interest of cash or cash equivalents for cash or cash equivalentsthe Company in the transferee is no less than its interest in the transferor) by a member of the Group to a member of the Group which is not a wholly owned Subsidiary of the Parent; (vviii) where the book market value of such asset (when aggregated with the book market value of each any other asset disposed of sale, lease, transfer or other disposal, other than any permitted under this sub-clause paragraphs (v)i) to (in each case as calculated in accordance with GAAPvii) above) does not exceed (x) 10% 10 per cent. of the Borrower’s Total Assets in any financial year of the Borrower and (y) 25% of the Borrower’s Total Assets during the period starting on the Signing Date and ending on the date that all amounts outstanding under this Agreement have been paid in full. At the request of the Agent (any such request to be made no more than once per calendar quarter, unless a Default is continuing), the Borrower shall provide a certificate to the Agent setting out in reasonable detail the book value of any assets disposed of under this sub-clause (v) (calculated in accordance with GAAP)Company; or (viix) involving approved by the transfer Majority Lenders; or (x) in respect of any or all of the Borrower’s shares in UMC pursuant to the UMC Litigation to a person that is not 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 this sub-clause each disposal is (except in any case referred to in paragraph (vi)) shall 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 way prejudice the rights member of the Finance Parties under Group of any shares in a Guarantor. (d) For the purposes of Clause 21.18 (UMC Litigation23.5(b)(vi)). When calculating the Borrower’s Total Assets under sub-clause (v) above, if the annual consolidated balance sheet Asturiana de Zinc, S.A. will be considered a wholly owned Subsidiary of the Borrower for Parent provided the immediately preceeding financial year Parent directly or indirectly owns not less than 99.98 per cent. of the Borrower is not availableshares of Asturiana de Zinc, the Borrower’s Total Assets shall be calculated by reference to the draft audit report then available for that financial year and any other evidence reasonably requested by, and reasonably satisfactory to, the Agent.S.A.

Disposals. (a) The Borrower shall not (and shall ensure that no other member of 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 disposal: (i) made in the ordinary course of trading of the disposing entityentity and on arm’s length terms; (ii) of obsolete assets or assets that are no longer useful in exchange for other assets comparable or superior as to type, value and quality; (iii) made from one member the business of the Group (other than the Borrower) to another applicable member of the Group; (iviii) made by any member of cash or cash equivalents for cash or cash equivalents; (v) where the Group to another member of the Group; provided that if such disposal is made by the Borrower, the book value of such the asset disposed of (when aggregated with the book value of each any other asset disposed of by the Borrower under this sub-clause paragraph (viii)) (in each case as calculated in accordance with GAAP) does not exceed (x) 10% of the Borrower’s Total Assets in any financial year of the Borrower and (y) 25% of the Borrower’s Total Assets not, during the period starting on the Signing Date and ending on the date that on which all amounts outstanding under this Agreement the Finance Documents have been paid in full. At the request , exceed 20% of the Agent Borrower’s Total Assets (as calculated at the time of such disposal); (iv) that is Permitted Security; or (v) where the book value of the asset disposed of (when aggregated with the book value of any such request to be made no more than once per calendar quarter, unless a Default is continuing), the Borrower shall provide a certificate to the Agent setting out in reasonable detail other asset disposed of under this paragraph (v) but excluding the book value of any assets disposed of under this sub-clause paragraph (viii) (calculated in accordance with GAAP); or (viabove) involving does not, during the transfer of any or period starting on the Signing Date and ending on the date on which all of the Borrower’s shares in UMC pursuant to the UMC Litigation to a person that is not a member of the Group (provided that this sub-clause (vi) shall not in any way prejudice the rights of amounts outstanding under the Finance Parties under Clause 21.18 (UMC Litigation)). When calculating Documents have been paid in full, exceed 20% of the Borrower’s Total Assets under sub-clause (v) above, if as calculated at the annual consolidated balance sheet time of the Borrower for the immediately preceeding financial year of the Borrower is not available, the Borrower’s Total Assets shall be calculated by reference to the draft audit report then available for that financial year and any other evidence reasonably requested by, and reasonably satisfactory to, the Agentsuch disposal).