Common use of Disposals Clause in Contracts

Disposals. Each of the Obligors undertakes that it will not Dispose of and (in the case of the Company only) to procure that no member of the Group, other than an Excluded Subsidiary, shall Dispose of any part of its assets which is substantial in the context of the Group taken as a whole provided that the following Disposals shall not be taken into account: (a) Disposals in the ordinary course of business; (b) Disposals of obsolete or waste assets; (c) Disposals made by one member of the Group to another member of the Group; (d) Disposals in exchange for assets of an identical or similar nature; (e) Disposals of receivables in connection with: (i) factoring arrangements not exceeding EUR 700,000,000 (converted into EUR in case not denominated in EUR); (ii) the issuance of asset-backed securities provided that the aggregate amount outstanding thereunder shall not exceed EUR 500,000,000 (or its equivalent); (f) Disposals made with the prior consent of the Majority Lenders; (g) Disposals in connection with sale and lease-back transactions, provided that the aggregate net disposal proceeds received from any such transaction shall not exceed EUR 900,000,000 (or its equivalent); (h) Disposals of assets together with the transfer of, or for, the purposes of securing pension liabilities, claims of (former) employees under working time saving arrangements (Langzeitkonten) and/or deferred payment arrangements under partial retirement schemes (Wertguthaben aus Altersteilzeit) to any pension fund or contractual trust arrangement initiated by the Group; (i) Disposals of assets the net proceeds of which are reinvested in a timely manner in similar or equivalent assets or applied towards the repayment of Financial Indebtedness incurred in connection with the acquisition of such assets; and (j) disposals of assets which are required to be made due to competition authority requirements in the context of an acquisition the net proceeds of which are applied towards the repayment of Financial Indebtedness of the Group; and (k) any other Disposal provided that upon receipt of the net proceeds of such disposal a portion of the Total Commitments equal to the net proceeds is cancelled and to the extent the aggregate of Utilisations would exceed Total Commitments after such cancellation, such amount being applied towards a corresponding prepayment of Utilisations.

Disposals. Each of the Obligors undertakes that it will (a) The Company shall not Dispose of (and (in the case of the Company only) to procure shall ensure that no other member of the GroupGroup will) enter into a single transaction or a series of transactions (whether related or not and whether voluntary or involuntary) to sell, other than an Excluded Subsidiarylease, shall Dispose transfer or otherwise dispose of any part of its assets which is substantial in the context of the Group taken as a whole provided that the following Disposals shall not be taken into account:asset. (b) Paragraph (a) Disposals above does not apply to any sale, lease, transfer or other disposal of an asset (other than any Security Asset): (i) made in the ordinary course of businesstrading as a securities clearing system; (bii) Disposals of obsolete assets in exchange for other assets or waste assetsinterests of substantially equivalent value (other than an exchange of a non-cash asset for cash); (ciii) Disposals made of assets by one a member of the Group to another member of the GroupGroup (other than the Clearing System itself); (iv) which is the provision by the Company of any deposit, collateral and/or margin (or similar) to any central securities depository, central counterparty or system for the clearance and settlement of transactions in securities with which it established inter-operability or other linked arrangements; or (v) 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 (iv) above) does not exceed €10,000,000 (or its equivalent in another currency or currencies) in any financial year of the Company. (c) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal in the ordinary course of trading of any Collateral for cash, provided that the proceeds of such disposal are paid into the relevant Collateral Cash Account(s) in accordance with paragraph 10 (Collateral Accounts) of Part I of Schedule 6 (Borrowing Base). (d) Disposals in exchange for assets of an identical or similar nature; (e) Disposals of receivables in connection with: (i) factoring arrangements not exceeding EUR 700,000,000 (converted into EUR in case not denominated in EUR); (ii) the issuance of asset-backed securities provided that the aggregate amount outstanding thereunder shall not exceed EUR 500,000,000 (or its equivalent); (f) Disposals made with the prior consent of the Majority Lenders; (g) Disposals in connection with sale and lease-back transactions, provided that the aggregate net disposal proceeds received from any such transaction shall not exceed EUR 900,000,000 (or its equivalent); (h) Disposals of assets together with the transfer of, or for, For the purposes of securing pension liabilitiesparagraph (b)(i) above, claims the delivery of (former) employees under working time saving arrangements (Langzeitkonten) and/or deferred payment arrangements under partial retirement schemes (Wertguthaben aus Altersteilzeit) to any pension fund or contractual trust arrangement initiated securities by the Group; Company and disposals and transfers carried out pursuant to the Rules or a Link Agreement (iincluding where a Clearing Participant or a Co-operating Clearing House defaults on its obligations or the Company ceases to act for a Clearing Participant) Disposals of assets the net proceeds of which are reinvested in shall constitute a timely manner in similar or equivalent assets or applied towards the repayment of Financial Indebtedness incurred in connection with the acquisition of such assets; and (j) disposals of assets which are required to be made due to competition authority requirements disposal in the context ordinary course of an acquisition the net proceeds of which are applied towards the repayment of Financial Indebtedness of the Group; and trading and is permitted under paragraph (kb)(i) any other Disposal provided that upon receipt of the net proceeds of such disposal a portion of the Total Commitments equal to the net proceeds is cancelled and to the extent the aggregate of Utilisations would exceed Total Commitments after such cancellation, such amount being applied towards a corresponding prepayment of Utilisationsabove.

Disposals. Each of the Obligors undertakes that it will not Dispose of and (in the case of a) Subject to paragraph (b) below, the Company only) to procure shall not (and shall ensure that no member of the Groupother Group Company will), enter into a Disposal other than an Excluded Subsidiary, shall Dispose of any part of its assets which is substantial in the context of the Group taken as a whole provided that the following Disposals shall not be taken into accountDisposal: (ai) Disposals made in the ordinary course of businessthe day to day business of a Group Company; (ii) of any assets by any Obligor to another Obligor; (iii) of any assets by any Group Company which is not an Obligor to another Group Company; (iv) of assets by an Obligor to another Group Company which is not an Obligor provided that the aggregate of the fair market value consideration for such assets does not, when aggregated with the fair market value consideration for any other assets disposed of by an Obligor to a Group Company which is not an Obligor falling within this paragraph, exceed Euro 50,000,000 (or its equivalent in any currency or currencies) at any time; (v) of cash on terms not otherwise prohibited by this Agreement; (vi) of assets (other than shares, businesses, real property (excluding forestry plantations) and intellectual property) in exchange on arm’s length terms for other assets comparable or superior as to type and quality and of the same or superior value; (vii) of an asset which is obsolete for the purpose for which such an asset is normally utilised; (viii) to which the Majority Lenders have given their prior consent; (ix) occurring directly as a result of any arrangement permitted by Clause 22.7 (Negative pledge) to the extent such arrangement constitutes a Disposal; (x) occurring directly as a result of any arrangement permitted by Clause 22.13 (Loans and Guarantees) to the extent that any such arrangement constitutes a Disposal; (xi) occurring directly as a result of any sale and leaseback transaction where the aggregate principal amount of Financial Indebtedness to which all such sale and leaseback transactions relate does not exceed Euro 100,000,000 (or its equivalent in any currency or currencies) at any time; (xii) to another Group Company as part of a merger permitted pursuant to Clause 22.10 (Merger); (xiii) of assets compulsorily acquired by any governmental authority or of assets as a result of valid and adjudicated or settled claims made pursuant to the Restitution of Land Rights Act, Act 22 of 1994 provided just and equitable compensation is received as a result of such Disposal; (xiv) which constitutes a Permitted Lereko Disposal; (xv) which constitutes a Permitted Xxxxxx Disposal; (xvi) which constitutes a Permitted SMF Plantation Disposal; (xvii) of receivables occurring directly as a result of any invoice discounting, factoring or securitisation arrangement permitted pursuant to Clause 22.9 (Financial Indebtedness); and (xviii) (not falling within subparagraphs (i) to (xvii) above inclusive) which, does not result in the gross book value of all the assets the subject of all such Disposals made after the date of this Agreement, exceeding in aggregate 3.5 per cent. of the total gross assets of the Group (as at the date of this Agreement). (b) Disposals of obsolete or waste assets; Any Disposal by a Group Company (cthe “Transferor”) Disposals made by one member of the Group to another member of Group Company (the Group; (d“Transferee”) Disposals in exchange for assets of an identical or similar nature; asset subject to Transaction Security which is otherwise permitted under paragraph (ea) Disposals of receivables in connection withabove shall only be permitted where either: (i) factoring arrangements such Disposal is made subject to the existing Transaction Security granted by the Transferor and prior to the Disposal the Agent confirms it is either satisfied that, or receives advice from counsel in form and substance reasonably satisfactory to it (subject to customary exceptions and qualifications) confirming that: (A) such Transaction Security will continue in full force and effect following the Disposal and its ranking and validity will not exceeding EUR 700,000,000 be impaired in any material respect as a consequence of such Disposal; and (converted into EUR in case not denominated in EUR);B) such Transaction Security will continue to secure an amount no less than that secured prior to the Disposal; or (ii) the issuance of asset-backed securities provided Transferee grants equivalent Security over the relevant asset (the “Replacement Security”) and prior to the Disposal: (A) the Agent confirms that the aggregate amount outstanding thereunder shall not exceed EUR 500,000,000 Replacement Security is in form and substance satisfactory to it (or its equivalentacting reasonably); (f) Disposals made with the prior consent of the Majority Lenders; (g) Disposals in connection with sale and lease-back transactions, provided that the aggregate net disposal proceeds received from any such transaction shall not exceed EUR 900,000,000 (or its equivalent); (h) Disposals of assets together with the transfer of, or for, the purposes of securing pension liabilities, claims of (former) employees under working time saving arrangements (Langzeitkonten) and/or deferred payment arrangements under partial retirement schemes (Wertguthaben aus Altersteilzeit) to any pension fund or contractual trust arrangement initiated by the Group; (i) Disposals of assets the net proceeds of which are reinvested in a timely manner in similar or equivalent assets or applied towards the repayment of Financial Indebtedness incurred in connection with the acquisition of such assets; and (jB) disposals of assets which are required the Agent receives advice from counsel in form and substance reasonably satisfactory to be made due it (subject to competition authority requirements in customary exceptions and qualifications) confirming that the context of an acquisition the net proceeds of which are applied towards the repayment of Financial Indebtedness of the Group; and (k) any other Disposal provided that upon receipt of the net proceeds of such disposal a portion of the Total Commitments equal to the net proceeds is cancelled and to the extent the aggregate of Utilisations would exceed Total Commitments after such cancellation, such amount being applied towards a corresponding prepayment of Utilisations.Replacement Security:

Disposals. Each of the Obligors undertakes that it will not Dispose of and (in the case of a) Subject to paragraph (b) below, the Company only) to procure shall not (and shall ensure that no member of the Groupother Group Company will), enter into a Disposal other than an Excluded Subsidiary, shall Dispose of any part of its assets which is substantial in the context of the Group taken as a whole provided that the following Disposals shall not be taken into accountDisposal: (ai) Disposals made in the ordinary course of businessthe day to day business of a Group Company; (ii) of any assets by any Obligor to another Obligor; (iii) of any assets by any Group Company which is not an Obligor to another Group Company; (iv) of assets by an Obligor to another Group Company which is not an Obligor provided that the aggregate of the fair market value consideration for such assets does not, when aggregated with the fair market value consideration for any other assets disposed of by an Obligor to a Group Company which is not an Obligor falling within this paragraph, exceed Euro 50,000,000 (or its equivalent in any currency or currencies) at any time; (v) of cash on terms not otherwise prohibited by this Agreement; (vi) of assets (other than shares, businesses, real property (excluding forestry plantations) and intellectual property) in exchange on arm’s length terms for other assets comparable or superior as to type and quality and of the same or superior value; (vii) of an asset which is obsolete for the purpose for which such an asset is normally utilised; (viii) to which the Majority Lenders have given their prior consent; (ix) occurring directly as a result of any arrangement permitted by Clause 21.7 (Negative pledge) to the extent such arrangement constitutes a Disposal; (x) occurring directly as a result of any arrangement permitted by Clause 21.13 (Loans and Guarantees) to the extent that any such arrangement constitutes a Disposal; (xi) occurring directly as a result of any sale and leaseback transaction where the aggregate principal amount of Financial Indebtedness to which all such sale and leaseback transactions relate does not exceed Euro 100,000,000 (or its equivalent in any currency or currencies) at any time; (xii) to another Group Company as part of a merger permitted pursuant to Clause 21.10 (Merger); (xiii) of assets compulsorily acquired by any governmental authority or of assets as a result of valid and adjudicated or settled claims made pursuant to the Restitution of Land Rights Act, Act 22 of 1994 provided just and equitable compensation is received as a result of such Disposal; (xiv) which constitutes a Permitted Lereko Disposal; (xv) which constitutes a Permitted Xxxxxx Disposal; (xvi) which constitutes a Permitted SMF Plantation Disposal; (xvii) of receivables occurring directly as a result of any invoice discounting, factoring or securitisation arrangement permitted pursuant to Clause 21.9 (Financial Indebtedness); and (xviii) (not falling within subparagraphs (i) to (xvii) above inclusive) which, does not result in the gross book value of all the assets the subject of all such Disposals made after the date of this Agreement, exceeding in aggregate 3.5 per cent. of the total gross assets of the Group (as at the date of this Agreement). (b) Disposals of obsolete or waste assets; Any Disposal by a Group Company (cthe Transferor) Disposals made by one member of the Group to another member of Group Company (the Group; (dTransferee) Disposals in exchange for assets of an identical or similar nature; asset subject to Transaction Security which is otherwise permitted under paragraph (ea) Disposals of receivables in connection withabove shall only be permitted where either: (i) factoring arrangements such Disposal is made subject to the existing Transaction Security granted by the Transferor and prior to the Disposal the Agent confirms it is either satisfied that, or receives advice from counsel in form and substance reasonably satisfactory to it (subject to customary exceptions and qualifications) confirming that: (A) such Transaction Security will continue in full force and effect following the Disposal and its ranking and validity will not exceeding EUR 700,000,000 be impaired in any material respect as a consequence of such Disposal; and (converted into EUR in case not denominated in EUR);B) such Transaction Security will continue to secure an amount no less than that secured prior to the Disposal; or (ii) the issuance of asset-backed securities provided Transferee grants equivalent Security over the relevant asset (the Replacement Security) and prior to the Disposal: (A) the Agent confirms that the aggregate amount outstanding thereunder shall not exceed EUR 500,000,000 Replacement Security is in form and substance satisfactory to it (or its equivalentacting reasonably); (f) Disposals made with the prior consent of the Majority Lenders; (g) Disposals in connection with sale and lease-back transactions, provided that the aggregate net disposal proceeds received from any such transaction shall not exceed EUR 900,000,000 (or its equivalent); (h) Disposals of assets together with the transfer of, or for, the purposes of securing pension liabilities, claims of (former) employees under working time saving arrangements (Langzeitkonten) and/or deferred payment arrangements under partial retirement schemes (Wertguthaben aus Altersteilzeit) to any pension fund or contractual trust arrangement initiated by the Group; (i) Disposals of assets the net proceeds of which are reinvested in a timely manner in similar or equivalent assets or applied towards the repayment of Financial Indebtedness incurred in connection with the acquisition of such assets; and (jB) disposals of assets which are required the Agent receives advice from counsel in form and substance reasonably satisfactory to be made due it (subject to competition authority requirements in customary exceptions and qualifications) confirming that the context of Replacement Security: (1) is valid, binding and enforceable and has an acquisition equivalent or better ranking to the net proceeds of which are applied towards Transaction Security granted by the repayment of Financial Indebtedness of Transferor; (2) secures an amount no less than that secured by the GroupTransaction Security granted by the Transferor; and (k3) is not subject to (aa) any other Disposal limitation or imperfection in any material respect which the Transaction Security granted by the Transferor was not subject to, or (bb) any new hardening period, in each case, in equity or at law. provided that upon receipt the additional requirements of this paragraph (b) shall not apply where the net proceeds Disposal is of inventory in the ordinary course of intra-group dealings for the purpose of facilitating the Transferee’s operational use of such disposal a portion of the Total Commitments equal to the net proceeds is cancelled and to the extent the aggregate of Utilisations would exceed Total Commitments after such cancellation, such amount being applied towards a corresponding prepayment of Utilisationsinventory.

Disposals. Each (a) No Obligor shall (and each Obligor shall ensure that none of the Obligors undertakes that it will not Dispose its Subsidiaries will), enter into a single transaction or a series of transactions (whether related or not) and (in the case of the Company only) whether voluntary or involuntary to procure that no member of the Groupsell, other than an Excluded Subsidiarylease, shall Dispose transfer or otherwise dispose of any part of its assets which is substantial in the context of the Group taken as a whole provided that the following Disposals shall asset. (b) Paragraph (a) above does not be taken into accountapply to any sale, lease, transfer or other disposal: (ai) Disposals which is made on arm's length terms and for fair market value in the ordinary course of business; (b) Disposals of obsolete trading or waste assets; (c) Disposals made by one member business of the Group to another member of the Group; (d) Disposals in exchange for assets of an identical or similar nature; (e) Disposals of receivables in connection with: (i) factoring arrangements not exceeding EUR 700,000,000 (converted into EUR in case not denominated in EUR)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 issuance of asset-backed securities Group which is not an Obligor, provided that the aggregate amount outstanding thereunder shall not 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 500,000,000 5,000,000 (or its equivalentequivalent in any other currency or currencies); (fv) Disposals of assets in exchange for other assets comparable or superior as to type, value and quality; (vi) which is a Permitted Affiliate Transaction; (vii) made in connection with the granting of a non-exclusive licence to use any Intellectual Property owned by members of the Group provided that any such licences do not prohibit any of the member of the Group from using any Intellectual Property which is material to its business; (viii) made with the prior written consent of the Majority Lenders; (gix) Disposals in connection with sale of non-core assets which is made on arm's length terms and lease-back transactions, for fair market value provided that the aggregate net disposal proceeds received from consideration receivable (when aggregated with the consideration receivable for any such transaction shall other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to above) does not exceed EUR 900,000,000 5,000,000 (or its equivalent)equivalent in another currency or currencies) in any financial year; (hx) Disposals of assets together with the transfer of, or for, the purposes cash other than by way of securing pension liabilities, claims of (former) employees under working time saving arrangements (Langzeitkonten) and/or deferred a payment arrangements under partial retirement schemes (Wertguthaben aus Altersteilzeit) to any pension fund member of the Group which is not an Obligor as equity payment, it being understood, however, that payments to Unterstutzungskasse Kronos Titan GmbH up to an aggregate amount of EUR 1,000,000 (or contractual trust arrangement initiated its equivalent in another currency or currencies) shall be permitted, and provided that such disposal is not otherwise prohibited by the Group;this Agreement; or (ixi) Disposals of assets the net proceeds of which are reinvested in a timely manner in similar or equivalent assets or applied towards the repayment of Financial Indebtedness incurred in connection with the acquisition of such assets; and (j) disposals of assets which are required to be made due to competition authority requirements in the context of an acquisition the net proceeds of which are applied towards the repayment of Financial Indebtedness of the Group; and (k) any other Disposal provided that upon receipt of the net proceeds of such disposal a portion of the Total Commitments equal to the net proceeds is cancelled and to the extent the aggregate of Utilisations would exceed Total Commitments after such cancellation, such amount being applied towards a corresponding prepayment of UtilisationsCash Equivalent Investments on arms' length terms.

Disposals. Each (i) No Obligor shall (and each Obligor shall ensure that none of the Obligors undertakes that it will not Dispose its Subsidiaries will), enter into a single transaction or a series of transactions (whether related or not) and (in the case of the Company only) whether voluntary or involuntary to procure that no member of the Groupsell, other than an Excluded Subsidiarylease, shall Dispose transfer or otherwise dispose of any part of its assets which is substantial in the context of the Group taken as a whole provided that the following Disposals shall asset. (ii) Paragraph (i) above does not be taken into accountapply to any sale, lease, transfer or other disposal: (aA) Disposals 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; (B) of assets which are obsolete; (C) which is made from any Obligor to another Obligor; (D) 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 (ii)(D) exceed EUR 5,000,000 (or its equivalent in any other currency or currencies); (E) of assets in exchange for other assets comparable or superior as to type, value and quality; (F) which is a Permitted Affiliate Transaction; (G) made in connection with the granting of a non-exclusive licence to use any Intellectual Property owned by members of the Group provided that any such licences do not prohibit any of the member of the Group from using any Intellectual Property which is material to its business; (bH) Disposals of obsolete or waste assets; (c) Disposals made by one member of the Group to another member of the Group; (d) Disposals in exchange for assets of an identical or similar nature; (e) Disposals of receivables in connection with: (i) factoring arrangements not exceeding EUR 700,000,000 (converted into EUR in case not denominated in EUR); (ii) the issuance of asset-backed securities provided that the aggregate amount outstanding thereunder shall not exceed EUR 500,000,000 (or its equivalent); (f) Disposals made with the prior written consent of the Majority Lenders; (gI) Disposals in connection with sale of non-core assets which is made on arm's length terms and lease-back transactions, for fair market value provided that the aggregate net disposal proceeds received from consideration receivable (when aggregated with the consideration receivable for any such transaction shall other sale, lease, transfer or other disposal, other than any permitted under paragraphs (A) to (H) above) does not exceed EUR 900,000,000 5,000,000 (or its equivalent)equivalent in another currency or currencies) in any financial year; (hJ) Disposals of assets together with the transfer of, or for, the purposes cash other than by way of securing pension liabilities, claims of (former) employees under working time saving arrangements (Langzeitkonten) and/or deferred a payment arrangements under partial retirement schemes (Wertguthaben aus Altersteilzeit) to any pension fund member of the Group which is not an Obligor as equity payment, it being understood, however, that payments to Unterstützungskasse Kronos Titan GmbH up to an aggregate amount of EUR 1,000,000 (or contractual trust arrangement initiated its equivalent in another currency or currencies) shall be permitted, and provided that such disposal is not otherwise prohibited by the Group;this Agreement; or (iK) Disposals of assets the net proceeds of which are reinvested in a timely manner in similar or equivalent assets or applied towards the repayment of Financial Indebtedness incurred in connection with the acquisition of such assets; and (j) disposals of assets which are required to be made due to competition authority requirements in the context of an acquisition the net proceeds of which are applied towards the repayment of Financial Indebtedness of the Group; and (k) any other Disposal provided that upon receipt of the net proceeds of such disposal a portion of the Total Commitments equal to the net proceeds is cancelled and to the extent the aggregate of Utilisations would exceed Total Commitments after such cancellation, such amount being applied towards a corresponding prepayment of UtilisationsCash Equivalent Investments on arms' length terms.

Disposals. Each (a) No Obligor shall (and each Obligor shall ensure that none of the Obligors undertakes that it will not Dispose its Subsidiaries will), enter into a single transaction or a series of transactions (whether related or not) and (in the case of the Company only) whether voluntary or involuntary to procure that no member of the Groupsell, other than an Excluded Subsidiarylease, shall Dispose transfer or otherwise dispose of any part of its assets which is substantial in the context of the Group taken as a whole provided that the following Disposals shall asset. (b) Paragraph (a) above does not be taken into accountapply to any sale, lease, transfer or other disposal: (ai) Disposals of assets (other than the Key Properties and shares in any Obligor) made in the ordinary course of businesstrading of the disposing entity; (bii) Disposals of obsolete assets (other than the Key Properties and shares in any Obligor) in exchange for other assets comparable or waste assetssuperior as to type and quality; (ciii) Disposals made of assets (other than Key Properties and shares in any Obligor) which are obsolete for the purpose for which such assets are normally utilised or which are no longer required for the purpose of the Business; (iv) of assets (including, without limitation, the Key Properties) by one any member of the Group to another an Obligor provided that if such disposal is prior to the Security Release Date and is of assets which are secured pursuant to a Security Document immediately prior to such disposal it remains secured under a Security Document immediately after such disposal; (v) of assets from a member of the Group which is not an Obligor to any other member of the Group; (dvi) Disposals of cash or the disposal of Cash Equivalents by any member of the Group: (A) in exchange the ordinary course of its business for any purpose not prohibited under the Finance Documents; or (B) in any other manner permitted under the Finance Documents. (vii) of assets of an identical or similar natureshares in a member of the Group (other than shares in any Obligor) on arm’s length terms where the business of that Subsidiary is not required for the operation of the Business and such business has been, or is in the process of being, wound down or terminated; (eviii) Disposals of receivables assets (other than Key Properties or shares in connection with:any Obligor) where the net disposal proceeds of such assets are reinvested (by the member of the Group making such a disposal) in other assets of a similar nature and value; (iix) factoring arrangements leases of assets (including real estate) which are not exceeding EUR 700,000,000 (converted into EUR in case the reasonable opinion of the member of the Group granting such lease) required for the efficient running of its business on arm’s length terms to third parties and the term of such lease is not denominated in EURmore than 6 years (or if it is more than 6 years is capable of being terminated at the option of the lessor at least every 6 years during its term); (iix) to which the issuance Majority Lenders have given their prior written consent; (xi) of asset-backed securities provided that the aggregate amount outstanding thereunder shall not exceed EUR 500,000,000 receivables disposed of in connection with factoring transactions permitted pursuant to paragraph (or its equivalentb) of Clause 22.20 (Factoring and Sale and Leasebacks); (fxii) Disposals made with the prior consent of the Majority Lendersassets (other than Key Properties or shares in any Obligor) by way of contribution in kind where such disposal is a Permitted Acquisition; (gxiii) Disposals of assets (other than Key Properties or shares in connection with sale any Obligor) to Joint Ventures or Minority Investments to the extent permitted pursuant to paragraph (c) of Clause 22.17 (Joint Ventures and lease-back transactionsMinority Investments); (xiv) of assets (other than Key Properties or shares in any Obligor) where the aggregate fair market value of the assets so sold, leased, transferred or otherwise disposed of by members of the Group (which are not permitted to be disposed of pursuant to paragraphs (i) to (xiii) above) in any financial year of the Parent does not exceed $10,000,000 (or its equivalent in other currencies), provided that the aggregate net disposal proceeds received from any such transaction fair market value of assets sold, leased, transferred or otherwise disposed of by U.S. Obligors after the date of this Agreement (1) to members of the Group that are not U.S. Obligors shall not exceed EUR 900,000,000 $10,000,000 (or its equivalent); equivalent in other currencies) at any time; and (h2) Disposals which are permitted to be disposed of assets together with the transfer of, or for, the purposes of securing pension liabilities, claims of (former) employees under working time saving arrangements (Langzeitkonten) and/or deferred payment arrangements under partial retirement schemes (Wertguthaben aus Altersteilzeit) pursuant to any pension fund or contractual trust arrangement initiated by the Group; paragraphs (i) Disposals to (xiv) above shall not exceed $10,000,000 (or its equivalent in other currencies) in any financial year of assets the net proceeds of which are reinvested in a timely manner in similar or equivalent assets or applied towards the repayment of Financial Indebtedness incurred in connection with the acquisition of such assets; andParent. (jc) disposals Any asset disposed of assets prior to the Security Release Date in accordance with sub-paragraph (iv) of paragraph (b) above which are required is subject to fixed Security under a Security Document at the time of disposal shall be made subject to equivalent fixed Security under a Security Document following disposal and the relevant Obligor will take all steps (if any) necessary to create, perfect or register such Security and will deliver to the Agent such evidence as the Agent shall reasonably require of due to competition authority requirements in the context of an acquisition the net proceeds of which are applied towards the repayment of Financial Indebtedness execution of the Group; andrelevant Security Document together with a legal opinion satisfactory to the Agent (acting reasonably). (kd) any other Disposal provided that upon receipt of the net proceeds of such No disposal a portion of the Total Commitments equal to the net proceeds shall be permitted by this Clause 22.4 which is cancelled and to the extent the aggregate of Utilisations would exceed Total Commitments after such cancellation, such amount being applied towards a corresponding prepayment of Utilisationsprohibited by Clause 22.21 (Holding Company).

Disposals. Each (a) No Obligor shall (and the Company shall ensure that no other member of the Obligors undertakes that it will not Dispose 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 Equity Interests or Equity Rights in the case of the Company only) to procure that no any member of the Group, other than an Excluded Subsidiary, shall Dispose and including any issue of any part of its assets which is substantial Equity Interests or Equity Rights in the context any member of the Group taken as a whole provided that other than the following Disposals shall Company or make any other Disposal. (b) Paragraph (a) above does not be taken into accountapply to any Disposal: (ai) Disposals made in the ordinary course of trading of the disposing entity; (ii) which is a Proposed Disposal; (iii) where the higher of the 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 Majority Lenders in any financial year; (iv) of a Permitted Investment; (v) for cash of obsolete or worn out assets in the ordinary course of business of the disposing entity; (vi) 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 ordinary course of business; (bix) Disposals of obsolete or waste assets; (c) Disposals made by one member of the Group a Guarantor to another member of the GroupGroup of any asset with a market value (as determined in good faith by the relevant Guarantor) or consideration receivable of less than $10,000,000 in aggregate; (dx) Disposals in exchange for assets of an identical or similar nature; (e) Disposals of receivables in connection with: (i) factoring arrangements not exceeding EUR 700,000,000 (converted into EUR in case not denominated in EUR); (ii) the issuance of asset-backed securities provided that the aggregate amount outstanding thereunder shall not exceed EUR 500,000,000 (or its equivalent); (f) Disposals made with the prior consent by a member of the Majority Lenders; (g) Disposals in connection with sale and lease-back transactions, provided that the aggregate net disposal proceeds received from any such transaction shall Group which is not exceed EUR 900,000,000 (or its equivalent); (h) Disposals of assets together with the transfer of, or for, the purposes of securing pension liabilities, claims of (former) employees under working time saving arrangements (Langzeitkonten) and/or deferred payment arrangements under partial retirement schemes (Wertguthaben aus Altersteilzeit) a Guarantor to any pension fund or contractual trust arrangement initiated by the Group; (i) Disposals of assets the net proceeds of which are reinvested in a timely manner in similar or equivalent assets or applied towards the repayment of Financial Indebtedness incurred in connection with the acquisition of such assets; and (j) disposals of assets which are required to be made due to competition authority requirements in the context of an acquisition the net proceeds of which are applied towards the repayment of Financial Indebtedness other member of the Group; andor (kxi) any other Disposal provided that upon receipt of where the net proceeds of such disposal a portion 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 any Disposal permitted by paragraphs (ii) and (iii) above (other than as permitted in the letter referred to in the definition of Proposed Disposals) shall be made for fair value and on terms that on the completion of such transaction the relevant member of the Total Commitments Group will receive cash in an amount equal to at least 90% or, in the net proceeds is cancelled case of transactions completing while the Tranche A Loans have not been fully repaid, 75% of the maximum total consideration payable in respect of that transaction, and any consideration not paid in cash on completion will be payable prior to the extent the aggregate of Utilisations would exceed Total Commitments after Final Maturity Date and provided further that any cash consideration from such cancellation, such amount being transactions shall be applied towards a corresponding prepayment of Utilisationsin accordance with Clause 7 (Prepayment and Cancellation).

Disposals. Each (a) Except as permitted under paragraph (b) below, no Obligor shall (and the Company shall ensure that no other member of the Obligors undertakes that it will Group will) whether in a single transaction or a series of transactions (whether related or not Dispose and whether voluntary or involuntary) sell, lease, transfer or otherwise dispose of and any asset. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal: (i) of assets made in the case ordinary course of trading of the Company onlydisposing entity and on arm’s length terms; (ii) to procure that no of any asset by a member of the Group (the “Disposing Company”), other than shares in another member of the Group, other than an Excluded Subsidiary, shall Dispose of any part of its assets which is substantial in the context of the Group taken as a whole provided that the following Disposals shall not be taken into account: (a) Disposals in the ordinary course of business; (b) Disposals of obsolete or waste assets; (c) Disposals made by one member of the Group to another member of the GroupGroup (the “Acquiring Company”), provided that if either: (A) the Disposing Company is an Obligor, the Acquiring Company must also be an Obligor and if the asset being disposed of or transferred was subject to Transaction Security must give equivalent Transaction Security over the asset concerned, unless the disposal is permitted by paragraph (B) below; or (B) the Disposing Company is an Obligor and the Acquiring Company is not an 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; (diii) Disposals 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 exchange for assets of an identical or similar natureeach case, on arm’s length terms; (eiv) Disposals of receivables in connection with:cash or Cash Equivalent Investments where that disposal is not otherwise prohibited by the Senior Finance Documents; (iv) factoring arrangements not exceeding EUR 700,000,000 arising as a result of any Security permitted under Clause 25.10 (converted into EUR in case not denominated in EURNegative pledge); (iivi) of assets that do not form all, or any part of any Core Assets (including shares of any member of the issuance Group that is not part of asset-backed securities provided that the aggregate amount outstanding thereunder shall not exceed EUR 500,000,000 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 in accordance with the provisions of paragraph (or its equivalentb) of Clause 11.8 (Disposal, Insurance, Report and Flotation Proceeds); (fvii) Disposals made 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 quality for use in the business; (viii) of assets with the prior consent of the Majority Lenders; (gix) Disposals of assets to a Joint Venture permitted pursuant to Clause 25.8 (Joint Ventures); (x) forming part of a Permitted Reorganisation; (xi) constituting dealings with trade debtors with respect to book debts in connection with 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 (Disposal, Insurance, Report and Flotation Proceeds); or (B) (if a delisting of the Target Shares from 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 the Company does not have any outstanding Utilisations; (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 currencies) in any financial year of the Company; (xiv) the sale or discounting of receivables on arm’s length terms and in compliance with the terms of the Senior Finance Documents, provided that if the programmes or arrangements pursuant to 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 Facilities pursuant to Clause 11 (Prepayment and Cancellation); (xv) constituted by way of a licence of Intellectual Property, provided that (in the case of any exclusive licence) such Intellectual Property is not required for the operation of the business of the Group; (xvi) a lease or licence of real property in the ordinary course of business (which shall not include masts or the real property on which they are situated) provided that such real property is not required for the business of the Group; (xvii) 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 four 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 25.27 (Hedging Arrangements and 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; (xxii) of assets for cash on arm’s length terms where the net consideration receivable (when aggregated with the net consideration receivable for any other sale, lease, transfer or other disposal by the Group not allowed under the preceding paragraphs (i) to (xxi)) does not exceed €50,000,000 (or its equivalent in other currencies) in any financial year of the Company (as the same may be increased as a result of the operation of sub-back transactionsparagraph (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 proceeds received from any such transaction shall permitted under this paragraph (xxii) does not exceed EUR 900,000,000 €300,000,000 (or its equivalent); (hequivalent in other currencies) in total at any time during the life of this Agreement. Disposals of assets together with which give rise to an obligation to apply the transfer of, or for, the purposes of securing pension liabilities, claims of (former) employees under working time saving arrangements (Langzeitkonten) and/or deferred payment arrangements under partial retirement schemes (Wertguthaben aus Altersteilzeit) to any pension fund or contractual trust arrangement initiated by the Group; (i) Disposals of assets the net proceeds of which are reinvested that disposal in a timely manner in similar full or equivalent assets or applied towards the repayment of Financial Indebtedness incurred in connection with the acquisition of such assets; and (j) disposals of assets which are required to be made due to competition authority requirements in the context of an acquisition the net proceeds of which are applied towards the repayment of Financial Indebtedness partial prepayment of the Group; and Facilities pursuant to Clause 11 (kPrepayment and Cancellation) any other Disposal provided must be on terms that upon receipt the consideration payable in respect of the net proceeds asset(s) being disposed of such disposal a portion is for an amount equal to at least 85 per cent. in cash payable, no later than the date of the Total Commitments equal to the net proceeds is cancelled and to the extent the aggregate of Utilisations would exceed Total Commitments after such cancellation, such amount being applied towards a corresponding prepayment of Utilisationsrelevant disposal.

Disposals. Each (i) No Obligor shall (and each Obligor shall ensure that none of the Obligors undertakes that it will not Dispose its Subsidiaries will), enter into a single transaction or a series of transactions (whether related or not) and (in the case of the Company only) whether voluntary or involuntary to procure that no member of the Groupsell, other than an Excluded Subsidiarylease, shall Dispose transfer or otherwise dispose of any part of its assets which is substantial in the context of the Group taken as a whole provided that the following Disposals shall asset. (ii) Paragraph ‎(a) above does not be taken into accountapply to any sale, lease, transfer or other disposal: (aA) Disposals 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; (B) of assets which are obsolete; (C) which is made from any Obligor to another Obligor; (D) 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); (E) of assets in exchange for other assets comparable or superior as to type, value and quality; (F) which is a Permitted Affiliate Transaction; (G) made in connection with the granting of a non-exclusive licence to use any Intellectual Property owned by members of the Group provided that any such licences do not prohibit any of the member of the Group from using any Intellectual Property which is material to its business; (bH) Disposals of obsolete or waste assets; (c) Disposals made by one member of the Group to another member of the Group; (d) Disposals in exchange for assets of an identical or similar nature; (e) Disposals of receivables in connection with: (i) factoring arrangements not exceeding EUR 700,000,000 (converted into EUR in case not denominated in EUR); (ii) the issuance of asset-backed securities provided that the aggregate amount outstanding thereunder shall not exceed EUR 500,000,000 (or its equivalent); (f) Disposals made with the prior written consent of the Majority Lenders; (gI) Disposals in connection with sale of non-core assets which is made on arm's length terms and lease-back transactions, for fair market value provided that the aggregate net disposal proceeds received from consideration receivable (when aggregated with the consideration receivable for any such transaction shall other sale, lease, transfer or other disposal, other than any permitted under paragraphs ‎(i) to ‎(viii) above) does not exceed EUR 900,000,000 5,000,000 (or its equivalent)equivalent in another currency or currencies) in any financial year; (hJ) Disposals of assets together with the transfer of, or for, the purposes cash other than by way of securing pension liabilities, claims of (former) employees under working time saving arrangements (Langzeitkonten) and/or deferred a payment arrangements under partial retirement schemes (Wertguthaben aus Altersteilzeit) to any pension fund member of the Group which is not an Obligor as equity payment, it being understood, however, that payments to Unterstützungskasse Kronos Titan GmbH up to an aggregate amount of EUR 1,000,000 (or contractual trust arrangement initiated its equivalent in another currency or currencies) shall be permitted, and provided that such disposal is not otherwise prohibited by the Group;this Agreement; or (iK) Disposals of assets the net proceeds of which are reinvested in a timely manner in similar or equivalent assets or applied towards the repayment of Financial Indebtedness incurred in connection with the acquisition of such assets; and (j) disposals of assets which are required to be made due to competition authority requirements in the context of an acquisition the net proceeds of which are applied towards the repayment of Financial Indebtedness of the Group; and (k) any other Disposal provided that upon receipt of the net proceeds of such disposal a portion of the Total Commitments equal to the net proceeds is cancelled and to the extent the aggregate of Utilisations would exceed Total Commitments after such cancellation, such amount being applied towards a corresponding prepayment of UtilisationsCash Equivalent Investments on arms' length terms.

Disposals. Each (a) No Obligor shall (and each Obligor shall ensure that none of the Obligors undertakes that it will not Dispose its Subsidiaries will), enter into a single transaction or a series of transactions (whether related or not) and (in the case of the Company only) whether voluntary or involuntary to procure that no member of the Groupsell, other than an Excluded Subsidiarylease, shall Dispose transfer or otherwise dispose of any part of its assets which is substantial in the context of the Group taken as a whole provided that the following Disposals shall asset. (b) Paragraph (a) above does not be taken into accountapply to any sale, lease, transfer or other disposal: (ai) Disposals of assets (other than the Key Properties and shares in any Obligor) made in the ordinary course of businesstrading of the disposing entity; (bii) Disposals of obsolete or waste assetsassets (other than the Key Properties and shares in any Obligor) in exchange for other assets of a similar nature and value; (ciii) Disposals made of assets (other than Key Properties and shares in any Obligor) which are obsolete for the purpose for which such assets are normally utilised or which are no longer required for the purpose of the Business; (iv) of assets (other than Key Properties) by one any member of the Group to another an Obligor provided that if such disposal is prior to the Security Release Date and is of assets which are secured pursuant to a Security Document immediately prior to such disposal it remains secured under a Security Document immediately after such disposal; (v) of assets from a member of the Group which is not an Obligor to any other member of the Group; (dvi) Disposals of cash or the disposal of Cash Equivalents by any member of the Group: (A) in exchange the ordinary course of its business for assets any purpose not prohibited under the Finance Documents; or (B) in any other manner permitted under the Finance Documents; or (C) to provide cash cover for obligations of an identical the Group pursuant to bank guarantees issued in connection with Project Ani Acquisition and under which the Group has a maximum aggregate actual or similar naturecontingent liability which does not at any time exceed £2,500,000; (evii) Disposals of receivables assets of or shares in connection with:a member of the Group (other than shares in any Obligor) on arm’s length terms where the business of that Subsidiary is not required for the operation of the Business and such business has been, or is in the process of being, wound down or terminated; (iviii) factoring arrangements of assets (other than Key Properties or shares in any Obligor) where the net disposal proceeds of such assets are reinvested (by the member of the Group making such a disposal) in other assets of a similar nature and value; (ix) leases of assets (including real estate) which are not exceeding EUR 700,000,000 (converted into EUR in case the reasonable opinion of the member of the Group granting such lease) required for the efficient running of its business on arm’s length terms to third parties and the term of such lease is not denominated in EURmore than 6 years (or if it is more than 6 years is capable of being terminated at the option of the lessor at least every 6 years during its term); (iix) to which the issuance Majority Lenders have given their prior written consent; (xi) of asset-backed securities provided that assets (other than Key Properties or shares in any Obligor) in connection with the disposal of the Group’s Paris office, comprising office space and parking spaces located at 0/00 xxx Xxxxxxx, 00000 Xxxxx, Xxxxxx with a fair market value in an aggregate amount outstanding thereunder shall not exceed EUR 500,000,000 exceeding EUR4,000,000 (or its equivalentexcluding fees and expenses associated with such disposal); (fxii) Disposals made with the prior consent of the Majority Lenders; (g) Disposals receivables disposed of in connection with sale factoring transactions permitted pursuant to paragraph (b) of Clause 23.21 (Factoring and lease-back transactions, provided that the aggregate net disposal proceeds received from any such transaction shall not exceed EUR 900,000,000 (or its equivalentSale and Leasebacks); (hxiii) Disposals of assets together with the transfer of, (other than Key Properties or for, the purposes shares in any Obligor) by way of securing pension liabilities, claims of (former) employees under working time saving arrangements (Langzeitkonten) and/or deferred payment arrangements under partial retirement schemes (Wertguthaben aus Altersteilzeit) to any pension fund or contractual trust arrangement initiated by the Groupcontribution in kind where such disposal is a Permitted Acquisition; (ixiv) Disposals of assets the net proceeds of which are reinvested (other than Key Properties or shares in a timely manner in similar any Obligor) to Joint Ventures or equivalent assets or applied towards the repayment of Financial Indebtedness incurred in connection with the acquisition of such assets; and (j) disposals of assets which are required to be made due to competition authority requirements in the context of an acquisition the net proceeds of which are applied towards the repayment of Financial Indebtedness of the Group; and (k) any other Disposal provided that upon receipt of the net proceeds of such disposal a portion of the Total Commitments equal to the net proceeds is cancelled and Minority Investments to the extent permitted pursuant to paragraph (c) of Clause 23.17 (Joint Ventures and Minority Investments); (xv) of assets (other than Key Properties or shares in any Obligor) where the aggregate fair market value of Utilisations would the assets so sold, leased, transferred or otherwise disposed of by members of the Group (which are not permitted to be disposed of pursuant to paragraphs (i) to (xiv) above) in any financial year of the Parent does not exceed Total Commitments after $20,000,000 (or its equivalent in other currencies); (xvi) of the Bletchley Property on arm’s length terms; (xvii) of shares in Octel Deutschland held by AOC to Novoktan GmbH made on arm’s length terms; (xviii) by way of a lease to be entered into between AOC and Kemira Chemicals (UK) Ltd and Kermira Oyj of an area of redundant land off Oil Xxxxx Xxxx, Xxxxxxxxx Xxxx, Xxxxxxxx; or (xix) by way of a lease dated 26 June 2003 between AOC and Octel Waste Management and United Utilities of an area of land at Oil Sites Road, Ellesmere Port, Cheshire. (c) Any asset disposed of prior to the Security Release Date in accordance with sub-paragraph (iv) of paragraph (b) above which is subject to fixed Security under a Security Document at the time of disposal shall be subject to equivalent fixed Security under a Security Document following disposal and the relevant Obligor will take all steps (if any) necessary to create, perfect or register such cancellation, Security and will deliver to the Agent such amount being applied towards evidence as the Agent shall reasonably require of due execution of the relevant Security Document together with a corresponding prepayment of Utilisationslegal opinion satisfactory to the Agent (acting reasonably). (d) No disposal shall be permitted by this Clause 23.4 which is prohibited by Clause 23.22 (Holding Company).

Disposals. Each (a) No Obligor shall (and the Borrower shall ensure that no Consolidated Material Company 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 an 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 Obligors undertakes disposing entity; (ii) of any surplus, obsolete or redundant asset or assets which are not material to the efficient operation of the business of the disposing entity (other than any real estate property); Senior Secured Credit Facility Agreement (iii) of assets exchanged within six (6) months of such disposal for other assets comparable or superior as to type, value and quality; (iv) made by one Consolidated Material Company to any other Consolidated Material Company or to an Obligor; (v) (subject to paragraph (c) below) made between or among Obligors, provided that it will such disposal takes place without prejudice to any Security existing over the asset or assets disposed of; (vi) of cash or marketable debt instruments held as investments on terms not Dispose otherwise prohibited by this Agreement; (vii) by way of sale and leaseback by an Obligor or Consolidated Material Company of any asset (which is not subject to the Transaction Security) where the value of the assets sold and leased back pursuant to all such transactions does not exceed in the aggregate KRW100,000,000,000 or its equivalent; (viii) of assets not subject to the Transaction Security for the purpose of making any investment or acquisition permitted to Clause 21.22 (Acquisitions) provided that where the consideration for any investment or acquisition comprises the WiBro (Wireless Broadband) licence, the company in which the investment is made is at least 50% owned directly or indirectly by the Borrower; or (ix) of assets on ordinary commercial terms by an Obligor or Consolidated Material Company where the value of the assets disposed of pursuant to all such transactions does not exceed in the aggregate KRW50,000,000,000 in any financial year of the Borrower. (c) Notwithstanding anything in this Clause 21.25 (Disposals) or any other provision of this Agreement to the contrary, the Borrower and Thrunet shall each be permitted to enter into a single or series of securitisation transactions (whether effected under the Act Concerning Asset-Backed Securitisation law number 5555 (as amended) or otherwise) pursuant to which the Borrower and/or Thrunet (as applicable) shall be permitted to sell, entrust or otherwise dispose of assets for the purposes of such securitisation provided that: (i) in the case of Thrunet, any proceeds received by Thrunet from any such securitisation transaction or transactions (and in particular from the sale, entrustment or disposal of such assets in connection with such securitisation transaction or transactions) shall be used for the sole purpose of repaying or prepaying the corporate bonds or other debt instruments (if any) issued to the Borrower by Thrunet as part of the consideration for the Thrunet Acquisition provided that Thrunet, as originator, may use a portion of such proceeds to purchase or otherwise acquire a subordinated interest in such securitisation transaction or transactions for the purpose of credit enhancement; and Senior Secured Credit Facility Agreement (ii) in the case of the Company only) to procure that no member of the GroupBorrower, other than an Excluded Subsidiary, shall Dispose of any part of its assets which is substantial in the context of the Group taken as a whole provided that the following Disposals shall not be taken into account: (a) Disposals in the ordinary course of business; (b) Disposals of obsolete or waste assets; (c) Disposals made by one member of the Group to another member of the Group; (d) Disposals in exchange for assets of an identical or similar nature; (e) Disposals of receivables in connection with: (i) factoring arrangements not exceeding EUR 700,000,000 (converted into EUR in case not denominated in EUR); (ii) the issuance of asset-backed securities provided that the aggregate principal amount outstanding thereunder of Financial Indebtedness raised by the Borrower at any time pursuant to all such transactions shall not exceed EUR 500,000,000 (or its equivalent); (f) Disposals made with KRW70,000,000,000; for the prior consent avoidance of doubt no account shall be taken of the Majority Lenders; (g) Disposals Borrower’s subordinated interest or residual claim in connection with sale and lease-back transactions, provided that the aggregate net disposal proceeds received from any such transaction shall not exceed EUR 900,000,000 (or its equivalent); (h) Disposals of assets together with the transfer of, or for, the purposes of securing pension liabilities, claims of (former) employees under working time saving arrangements (Langzeitkonten) and/or deferred payment arrangements under partial retirement schemes (Wertguthaben aus Altersteilzeit) to any pension fund or contractual trust arrangement initiated by the Group; (i) Disposals of assets the net proceeds of which are reinvested in a timely manner in similar or equivalent assets or applied towards the repayment of Financial Indebtedness incurred in connection with the acquisition respect of such assets; and (j) disposals assets disposed of assets which are required pursuant to be made due to competition authority requirements in the context of an acquisition the net proceeds of which are applied towards the repayment of Financial Indebtedness of the Group; and (k) any other Disposal provided that upon receipt of the net proceeds of such disposal a portion of the Total Commitments equal to the net proceeds is cancelled and to the extent the aggregate of Utilisations would exceed Total Commitments after such cancellation, such amount being applied towards a corresponding prepayment of Utilisationstransactions.

Disposals. Each No Obligor will and each Obligor will procure that none of its Subsidiaries will, (whether by a single transaction or a number of related or unrelated transactions and whether at the Obligors undertakes that it will not Dispose same time or over a period of and time) sell, transfer, lease out, lend or otherwise dispose (in the case each case, a “disposal”) of the Company only) to procure that no member any of the Group, other than an Excluded Subsidiary, shall Dispose of its assets or all or any part of its assets which is substantial in the context of the Group taken as a whole provided that the undertaking or agree to do so. The following Disposals transactions shall not be taken into account:prohibited by this Clause 17.2 (Disposals): (a) Disposals disposals of trading assets in the ordinary course of businesstrading; (b) Disposals the application of obsolete or waste assetsfunds (including cash) and the disposal of Cash Equivalents (other than in any manner prohibited by the Senior Finance Documents); (c) Disposals made by one the exchange of assets (other than shares in any member of the Group Group) for other assets which are, in the reasonable opinion of the entity effecting the acquisition, of a similar nature comparable or superior as to type, quality and value; (d) any disposal of assets (aa) to an Obligor, (bb) by a non-Obligor to another member of the Group; Group or (dcc) Disposals by an Obligor to a non-Obligor provided that the aggregate value of all assets disposed of by Obligors to non-Obligors in exchange for assets of an identical any Financial Year (including such disposal) does not exceed EUR5,000,000 (or similar natureits currency equivalent) in aggregate; (e) Disposals any disposal of receivables assets (other than shares in connection with: (iany member of the Group) factoring arrangements not exceeding EUR 700,000,000 (converted into EUR in case not denominated in EUR); (ii) which are obsolete for the issuance purpose for which such assets are normally utilised or which are no longer required for the purpose of asset-backed securities provided that the aggregate amount outstanding thereunder shall not exceed EUR 500,000,000 (relevant person’s business or its equivalent)operations, each on arm’s length terms; (f) Disposals made with the prior consent a disposal of fixed or long term assets (other than shares in any member of the Majority LendersGroup), the Initial Disposal or any Permitted Disposals in circumstances where the Net Proceeds of disposal are applied, committed to be applied or designated by the board of directors of Bidco for application 6 months before or within 12 months after receipt of such Net Proceeds (and if committed or designated to be so applied within 12 months of receipt of such Net Proceeds, actually applied within 6 months thereafter) in the purchase of other fixed or long term assets for use in the Business or to make any Permitted Acquisition, Permitted Capital Expenditure or Permitted Reorganisations or Additional Permitted Reorganisation or are applied in prepayment of the Facilities pursuant to Clause 8.4 (Mandatory Prepayments from Receipts); (g) Disposals in connection with sale any disposal of any business, assets or shares pursuant to a Permitted Reorganisation or permitted by Clause 17.1(a) (Amalgamations and lease-back transactions, provided that the aggregate net disposal proceeds received from any such transaction shall not exceed EUR 900,000,000 (or its equivalentChange of Business); (h) Disposals any disposal of assets together with the transfer of, or for, the purposes of securing pension liabilities, claims of to a Joint Venture permitted by Clause 17.11 (former) employees under working time saving arrangements (Langzeitkonten) and/or deferred payment arrangements under partial retirement schemes (Wertguthaben aus Altersteilzeit) to any pension fund or contractual trust arrangement initiated by the GroupJoint Ventures); (i) Disposals disposals required by law or by the order of assets the net proceeds of which are reinvested in a timely manner in similar any governmental agency or equivalent assets or applied towards the repayment of Financial Indebtedness incurred in connection with the acquisition of such assets; andauthority; (j) disposals any disposal of assets which are required to be made due to competition authority requirements in the context constituted by a licence of an acquisition the net proceeds of which are applied towards the repayment of Financial Indebtedness of the Group; andIntellectual Property; (k) any disposal of assets in accordance with the Structure Memorandum; (l) any disposal of assets permitted under Clause 17.5 (Factoring) or 17.9 (Leasing Arrangements); (m) disposals pursuant to the grant of leasehold interests in or licences of land and buildings where the consideration for such grant is other Disposal than by way of premium; (n) any disposal to which the Majority Lenders shall have given their prior written consent; (o) any disposal made between members of the Group in the ordinary course of intra-Group cash pooling arrangements; (p) other disposals of assets where the aggregate value of the assets so disposed of by members of the Group other than in accordance with paragraphs (a) to (n) (inclusive) above in any Financial Year does not exceed EUR15,000,000 (or its currency equivalent), provided that upon receipt disposals under paragraph (d) above will only be permitted so long as no Event of the net proceeds of such disposal a portion of the Total Commitments equal to the net proceeds Default has occurred and is cancelled and to the extent the aggregate of Utilisations would exceed Total Commitments after such cancellation, such amount being applied towards a corresponding prepayment of Utilisationscontinuing.

Disposals. Each of the Obligors undertakes that it will (a) The Issuer shall not Dispose of (and (in the case of the Company only) to procure shall ensure that no other member of the GroupGroup will) enter into a single transaction or a series of transactions (whether related or not and whether voluntary or involuntary) to sell, other than an Excluded Subsidiarylease, shall Dispose transfer or otherwise dispose of any part of its assets which is substantial in the context of the Group taken as a whole provided that the following Disposals shall asset (an "Asset Disposition"). (b) Paragraph (a) above does not be taken into accountapply to any Asset Disposition: (ai) Disposals made (A) among Subsidiaries or (B) by a Subsidiary to the Issuer; (ii) made in the ordinary course of businessbusiness of the relevant member of the Group (including pursuant to debt-for-equity exchanges or conversions); (biii) Disposals [reserved]; (iv) of assets in exchange for other assets comparable or superior as to type, value and quality; (v) effected in connection with an Acquisition permitted under Condition 10.10 (Acquisitions); (vi) effected in connection with Qualified Securitisation Transactions; (vii) effected in connection with Sale and Leaseback Transactions; (viii) to or from, or which constitutes an investment in, a Permitted Joint Venture if not prohibited by Condition 10.11 (Joint Ventures); (ix) of obsolete or waste redundant assets; (cx) Disposals made by one member of the Group to another member of the Groupcash; (dxi) Disposals comprising a payment of dividend in the ordinary course of business and to the extent permitted by law and the terms of these Conditions; (xii) arising as a result of any circumstance set out in Condition 10.4(b) (Negative Pledge); (xiii) of Cash Equivalent investments for cash or in exchange for assets other Cash Equivalent investments of an identical comparable or similar naturesuperior value and quality provided that if the Cash Equivalent investments being sold, leased, transferred or otherwise disposed of are, or are expressed to be, subject to Security the Cash Equivalent investments being acquired in exchange must be subject to equivalent Security; (exiv) Disposals of receivables in connection with: (i) factoring arrangements not exceeding EUR 700,000,000 (converted into EUR in case not denominated in EUR)with any Qualified Receivables Financing; (iixv) made in accordance with the issuance MIP; (xvi) of asset-backed securities assets having a Fair Market Value of less than U.S.$5 million, provided that the aggregate amount outstanding thereunder of the Fair Market Value of all assets sold, leased, transferred or otherwise disposed of pursuant to this Condition 10.5(b)(xvi) shall not exceed EUR 500,000,000 U.S.$20 million in each financial year of the Issuer; and (xvii) for cash made for Fair Market Value on arm's length terms provided that the Net Proceeds of such sale, lease, transfer or its equivalent)disposal are applied by the Issuer or a Subsidiary in accordance with the Governance Principles, within 425 days after the receipt of such Net Proceeds, to: (A) make a capital expenditure; (fB) Disposals made with the prior consent acquire all or substantially all of the Majority Lendersassets of, or any Capital Stock of, another business, if, after giving effect to any such acquisition of Capital Stock, the business is or becomes a Subsidiary of the Issuer and such acquisition is otherwise not prohibited by the Trust Deed; (gC) Disposals in connection with sale acquire other assets that are not classified as current assets under IFRS and lease-back transactions, provided that such acquisition is otherwise not prohibited by the aggregate net disposal proceeds received from any such transaction shall not exceed EUR 900,000,000 (or its equivalent)Trust Deed; (hD) Disposals redeem or purchase Notes or Trading Co Bonds; or (E) any combination of the foregoing. (c) Any Net Proceeds from any Asset Disposition made pursuant to Condition 10.5(b)(xvii) but not applied in accordance with Condition 10.5(b)(xvii) shall constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds exceeds U.S.$10 million, within ten Business Days thereof, the Issuer shall make an offer (an "Asset Disposition Offer") to all Noteholders to purchase, prepay or redeem with the proceeds of sales of assets together to purchase, prepay or redeem the maximum principal amount of Notes (plus all accrued interest on the Notes and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price in any Asset Disposition Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest to the date of purchase, prepayment or redemption, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Offer, the Issuer may use those Excess Proceeds for any purpose not otherwise prohibited by the Trust Deed or these Conditions. If the aggregate principal amount of Notes tendered in (or required to be prepaid or redeemed in connection with) such Asset Disposition Offer exceeds the amount of Excess Proceeds, the Issuer will select the Notes to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by the Issuer so that only notes in denominations of U.S.$1,000, or an integral multiple of U.S.$1 in excess thereof, will be purchased). Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero. (d) The Issuer will comply, to the extent applicable, with the transfer of, requirements of applicable securities laws or for, the purposes of securing pension liabilities, claims of (former) employees under working time saving arrangements (Langzeitkonten) and/or deferred payment arrangements under partial retirement schemes (Wertguthaben aus Altersteilzeit) to any pension fund or contractual trust arrangement initiated by the Group; (i) Disposals of assets the net proceeds of which are reinvested in a timely manner in similar or equivalent assets or applied towards the repayment of Financial Indebtedness incurred regulations in connection with the acquisition repurchase of such assets; and (j) disposals of assets which are required Notes pursuant to be made due to competition authority requirements in the context of an acquisition the net proceeds of which are applied towards the repayment of Financial Indebtedness of the Group; and (k) any other Disposal provided that upon receipt of the net proceeds of such disposal a portion of the Total Commitments equal to the net proceeds is cancelled and to this Condition 10.5. To the extent that the aggregate provisions of Utilisations would exceed Total Commitments after such cancellationany securities laws or regulations conflict with provisions of this Condition 10.5, such amount being applied towards a corresponding prepayment of Utilisationsthe Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under the covenant described hereunder by virtue thereof.

Disposals. Each of the Obligors undertakes that it will not Dispose of and (in the case of a) Subject to paragraph (b) below, the Company only) to procure shall not (and shall ensure that no member of the Groupother Group Company will), enter into a Disposal other than an Excluded Subsidiary, shall Dispose of any part of its assets which is substantial in the context of the Group taken as a whole provided that the following Disposals shall not be taken into accountDisposal: (ai) Disposals made in the ordinary course of businessthe day to day business of a Group Company; (ii) of any assets by any Obligor to another Obligor; (iii) of any assets by any Group Company which is not an Obligor to another Group Company; (iv) of assets by an Obligor after the Signing Date to another Group Company which is not an Obligor provided that the aggregate of the fair market value consideration for such assets does not, when aggregated with the fair market value consideration for any other assets disposed of by an Obligor after the Signing Date to a Group Company which is not an Obligor falling within this paragraph, exceed EUR 50,000,000 (or its equivalent in any currency or currencies); (v) of cash on terms not otherwise prohibited by this Agreement; (vi) of assets (other than shares, businesses, real property (excluding forestry plantations) and intellectual property) in exchange on arm’s length terms for other assets comparable or superior as to type and quality and of the same or superior value; (vii) of an asset which is obsolete for the purpose for which such an asset is normally utilised; (viii) to which the Majority Lenders have given their prior consent; (ix) occurring directly as a result of any arrangement permitted by Clause 21.7 (Negative pledge) to the extent such arrangement constitutes a Disposal; (x) occurring directly as a result of any arrangement permitted by Clause 21.13 (Loans and Guarantees) to the extent that any such arrangement constitutes a Disposal; (xi) occurring directly as a result of any sale and leaseback transaction where the aggregate principal amount of Financial Indebtedness to which all such sale and leaseback transactions relate does not exceed EUR 100,000,000 (or its equivalent in any currency or currencies) at any time; (xii) to another Group Company as part of a merger permitted pursuant to Clause 21.10 (Merger); (xiii) of assets compulsorily acquired by any governmental authority or of assets as a result of valid and adjudicated or settled claims made pursuant to the Restitution of Land Rights Act, Act 22 of 1994 provided just and equitable compensation is received as a result of such Disposal; (xiv) which constitutes a Permitted Lereko Disposal; (xv) which constitutes a Permitted SMF Plantation Disposal; (xvi) of receivables occurring directly as a result of any invoice discounting, factoring or securitisation arrangement permitted pursuant to Clause 21.9 (Financial Indebtedness); and (xvii) (not falling within subparagraphs (i) to (xvii) above inclusive) which, does not result in the gross book value of all the assets the subject of all such Disposals made after the Signing Date, exceeding in aggregate 5 per cent. of the total gross assets of the Group (as at the date of this Agreement). (b) Disposals of obsolete or waste assets; Any Disposal by a Group Company (cthe Transferor) Disposals made by one member of the Group to another member of Group Company (the Group; (dTransferee) Disposals in exchange for assets of an identical or similar nature; asset subject to Conditional Security which is otherwise permitted under paragraph (ea) Disposals of receivables in connection withabove shall only be permitted where either: (i) factoring arrangements not exceeding EUR 700,000,000 such Disposal is made subject to the existing Conditional Security granted by the Transferor and prior to the Disposal the Agent confirms it is either satisfied that, or receives advice from counsel in form and substance reasonably satisfactory to it (converted into EUR in case not denominated in EUR);subject to customary exceptions and qualifications) confirming that: (iiA) such Conditional Security will continue in full force and effect following the issuance of asset-backed securities provided that the aggregate amount outstanding thereunder shall Disposal and its ranking and validity will not exceed EUR 500,000,000 (or its equivalent); (f) Disposals made with the prior consent of the Majority Lenders; (g) Disposals be impaired in connection with sale and lease-back transactions, provided that the aggregate net disposal proceeds received from any such transaction shall not exceed EUR 900,000,000 (or its equivalent); (h) Disposals of assets together with the transfer of, or for, the purposes of securing pension liabilities, claims of (former) employees under working time saving arrangements (Langzeitkonten) and/or deferred payment arrangements under partial retirement schemes (Wertguthaben aus Altersteilzeit) to any pension fund or contractual trust arrangement initiated by the Group; (i) Disposals of assets the net proceeds of which are reinvested in material respect as a timely manner in similar or equivalent assets or applied towards the repayment of Financial Indebtedness incurred in connection with the acquisition consequence of such assetsDisposal; and (jB) disposals of assets which are required such Conditional Security will continue to be made due secure an amount no less than that secured prior to competition authority requirements the Disposal; or (I) the Transferee grants equivalent Security over the relevant asset (the Replacement Security) and prior to the Disposal: (II) the Agent confirms that the Replacement Security is in the context of an acquisition the net proceeds of which are applied towards the repayment of Financial Indebtedness of the Groupform and substance satisfactory to it (acting reasonably); and (kIII) any other Disposal provided the Agent receives advice from counsel in form and substance reasonably satisfactory to it (subject to customary exceptions and qualifications) confirming that upon receipt of the net proceeds of such disposal a portion of the Total Commitments equal to the net proceeds is cancelled and to the extent the aggregate of Utilisations would exceed Total Commitments after such cancellation, such amount being applied towards a corresponding prepayment of Utilisations.Replacement Security:

Disposals. Each of (1) No Obligor shall (and the Obligors undertakes that it will not Dispose of and (in the case of the Company only) to procure Borrower shall ensure that no other member of the GroupGroup will), other than an Excluded Subsidiaryenter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, shall Dispose lease, transfer or otherwise dispose of any part of its assets which is substantial in the context of the Group taken as a whole provided that the following Disposals shall asset. (2) Clause 23.7(1) above does not be taken into accountapply to any sale, lease, transfer or other disposal: (a) Disposals made in the ordinary course of businessbusiness of the disposing entity; (b) Disposals of obsolete assets in exchange for other assets comparable or waste assetssuperior as to type, value and quality and for a similar purpose; (c) Disposals made between Material Obligors except to the extent it involves the transfer of any shares or other assets which form part of the Transaction Security without the prior written consent of the Facility Agent; (d) of Cash or Cash Equivalent Investments not prohibited by one the Finance Documents; (e) of obsolete or redundant assets; (f) made pursuant to the Buy-In Option; (g) made pursuant to a Permitted Security; (h) of any shares in Morobe Exploration Limited or any assets in Morobe Exploration Limited; (i) of shares in any member of the Group listed in Schedule 13 (Companies to another be wound up/reorganised) in order to bring about a solvent corporate restructure or winding up of that member of the Group; (dj) Disposals funded by way of a Permitted Loan as set out in exchange clause 1.1(116)(i) or of any other assets (including any Material Assets) on arm’s length terms, for assets full market value and for cash consideration which is not deferred beyond a period of an identical one year from the date of effective transfer or similar nature;conditional transfer and subject always to the Borrower's obligations under clause 10.3(3) (Material Disposal Proceeds); or (ek) Disposals of receivables in connection with: (i) factoring arrangements not exceeding EUR 700,000,000 (converted into EUR in case not denominated in EUR); (ii) the issuance of asset-backed securities provided that the aggregate amount outstanding thereunder shall not exceed EUR 500,000,000 (or its equivalent); (f) Disposals made with the prior consent written approval of the Majority Facility Agent (acting on behalf of the Lenders;). (g3) Disposals in connection with sale and lease-back transactions, provided that Without detracting from the aggregate net disposal proceeds received from any such transaction shall not exceed EUR 900,000,000 (Borrower’s or its equivalent); (h) Disposals of assets together with the transfer of, or for, the purposes of securing pension liabilities, claims of (former) employees under working time saving arrangements (Langzeitkonten) and/or deferred payment arrangements under partial retirement schemes (Wertguthaben aus Altersteilzeit) to any pension fund or contractual trust arrangement initiated by the Group; (i) Disposals of assets the net proceeds of which are reinvested in a timely manner in similar or equivalent assets or applied towards the repayment of Financial Indebtedness incurred in connection with the acquisition of such assets; and (j) disposals of assets which are required to be made due to competition authority requirements in the context of an acquisition the net proceeds of which are applied towards the repayment of Financial Indebtedness of the Group; and (k) any other Disposal provided that upon receipt of the net proceeds of such disposal a portion of the Total Commitments equal Obligor’s obligations under clause 23.7(1) above, including as they relate to the net proceeds is cancelled and Identified PNG Parties, if an Identified PNG Party becomes a Guarantor, it does not give the undertakings referred to the extent the aggregate of Utilisations would exceed Total Commitments after such cancellation, such amount being applied towards a corresponding prepayment of Utilisationsin clause 23.7(1) above.

Disposals. Each (a) No Obligor shall (and each Obligor shall ensure that none of the Obligors undertakes that it will not Dispose its Subsidiaries will), enter into a single transaction or a series of transactions (whether related or not) and (in the case of the Company only) whether voluntary or involuntary to procure that no member of the Groupsell, other than an Excluded Subsidiarylease, shall Dispose transfer or otherwise dispose of any part of its assets which is substantial in the context of the Group taken as a whole provided that the following Disposals shall asset. (b) Paragraph (a) above does not be taken into accountapply to any sale, lease, transfer or other disposal: (ai) Disposals which is made on arm's length terms and for fair market value in the ordinary course of business; (b) Disposals of obsolete trading or waste assets; (c) Disposals made by one member business of the Group to another member of the Group; (d) Disposals in exchange for assets of an identical or similar nature; (e) Disposals of receivables in connection with: (i) factoring arrangements not exceeding EUR 700,000,000 (converted into EUR in case not denominated in EUR)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 issuance of asset-backed securities Group which is not an Obligor, provided that the aggregate amount outstanding thereunder shall not 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 500,000,000 5,000,000 (or its equivalentequivalent in any other currency or currencies); (fv) Disposals of assets in exchange for other assets comparable or superior as to type, value and quality; (vi) which is a Permitted Affiliate Transaction; (vii) made in connection with the granting of a non-exclusive licence to use any Intellectual Property owned by members of the Group provided that any such licences do not prohibit any of the member of the Group from using any Intellectual Property which is material to its business; (viii) made with the prior written consent of the Majority Lenders; (gix) Disposals in connection with sale of non-core assets which is made on arm's length terms and lease-back transactions, for fair market value provided that the aggregate net disposal proceeds received from consideration receivable (when aggregated with the consideration receivable for any such transaction shall other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to (viii) above) does not exceed EUR 900,000,000 10,000,000 (or its equivalent)equivalent in another currency or currencies) in any financial year; (hx) Disposals of assets together with the transfer of, or for, the purposes cash other than by way of securing pension liabilities, claims of (former) employees under working time saving arrangements (Langzeitkonten) and/or deferred a payment arrangements under partial retirement schemes (Wertguthaben aus Altersteilzeit) to any pension fund member of the Group which is not an Obligor as equity payment, it being understood, however, that payments to Unterstutzungskasse Kronos Titan GmbH up to an aggregate amount of EUR 1,000,000 (or contractual trust arrangement initiated its equivalent in another currency or currencies) shall be permitted, and provided that such disposal is not otherwise prohibited by the Group; (i) Disposals of assets the net proceeds of which are reinvested in a timely manner in similar or equivalent assets or applied towards the repayment of Financial Indebtedness incurred in connection with the acquisition of such assetsthis Agreement; and (jxi) disposals of assets which are required to be made due to competition authority requirements in the context of an acquisition the net proceeds of which are applied towards the repayment of Financial Indebtedness of the Group; and (k) any other Disposal provided that upon receipt of the net proceeds of such disposal a portion of the Total Commitments equal to the net proceeds is cancelled and to the extent the aggregate of Utilisations would exceed Total Commitments after such cancellation, such amount being applied towards a corresponding prepayment of UtilisationsCash Equivalent Investments on arms' length terms.

Disposals. Each No Obligor will and each Obligor will procure that none of its Subsidiaries will, (whether by a single transaction or a number of related or unrelated transactions and whether at the Obligors undertakes that it will not Dispose same time or over a period of and time) sell, transfer, lease out, lend or otherwise dispose (in the case each case, a “disposal”) of the Company only) to procure that no member any of the Group, other than an Excluded Subsidiary, shall Dispose of its assets or all or any part of its assets which is substantial in the context of the Group taken as a whole provided that the undertaking or agree to do so. The following Disposals transactions shall not be taken into account:prohibited by this Clause 17.2 (Disposals): (a) Disposals disposals of trading assets in the ordinary course of businesstrading; (b) Disposals the application of obsolete or waste assetsfunds (including cash) and the disposal of Cash Equivalents (other than in any manner prohibited by the Senior Finance Documents); (c) Disposals made by one the exchange of assets (other than shares in any member of the Group Group) for other assets which are, in the reasonable opinion of the entity effecting the acquisition, of a similar nature comparable or superior as to type, quality and value; (d) any disposal of assets (aa) to an Obligor, (bb) by a non-Obligor to another member of the Group; Group or (dcc) Disposals by an Obligor to a non-Obligor provided that the aggregate value of all assets disposed of by Obligors to non-Obligors in exchange for assets of an identical any Financial Year (including such disposal) does not exceed EUR5,000,000 (or similar natureits currency equivalent) in aggregate; (e) Disposals any disposal of receivables assets (other than shares in connection with: (iany member of the Group) factoring arrangements not exceeding EUR 700,000,000 (converted into EUR in case not denominated in EUR); (ii) which are obsolete for the issuance purpose for which such assets are normally utilised or which are no longer required for the purpose of asset-backed securities provided that the aggregate amount outstanding thereunder shall not exceed EUR 500,000,000 (relevant person’s business or its equivalent)operations, each on arm’s length terms; (f) Disposals made with the prior consent a disposal of fixed or long term assets (other than shares in any member of the Majority LendersGroup), the Initial Disposal or any Permitted Disposals in circumstances where the Net Proceeds of disposal are applied, committed to be applied or designated by the board of directors of Bidco for application 6 months before or within 12 months after receipt of such Net Proceeds (and if committed or designated to be so applied within 12 months of receipt of such Net Proceeds, actually applied within 6 months thereafter) in the purchase of other fixed or long term assets for use in the Business or to make any Permitted Acquisition or Permitted Reorganisations or Additional Permitted Reorganisation; (g) Disposals in connection with sale any disposal of any business, assets or shares pursuant to a Permitted Reorganisation or permitted by Clause 17.1(a) (Amalgamations and lease-back transactions, provided that the aggregate net disposal proceeds received from any such transaction shall not exceed EUR 900,000,000 (or its equivalentChange of Business); (h) Disposals any disposal of assets together with the transfer of, or for, the purposes of securing pension liabilities, claims of to a Joint Venture permitted by Clause 17.11 (former) employees under working time saving arrangements (Langzeitkonten) and/or deferred payment arrangements under partial retirement schemes (Wertguthaben aus Altersteilzeit) to any pension fund or contractual trust arrangement initiated by the GroupJoint Ventures); (i) Disposals disposals required by law or by the order of assets the net proceeds of which are reinvested in a timely manner in similar any governmental agency or equivalent assets or applied towards the repayment of Financial Indebtedness incurred in connection with the acquisition of such assets; andauthority; (j) disposals any disposal of assets which are required to be made due to competition authority requirements in the context constituted by a licence of an acquisition the net proceeds of which are applied towards the repayment of Financial Indebtedness of the Group; andIntellectual Property; (k) any disposal of assets in accordance with the Structure Memorandum; (l) any disposal of assets permitted under Clause 17.5 (Factoring) or 17.9 (Leasing Arrangements); (m) disposals pursuant to the grant of leasehold interests in or licences of land and buildings where the consideration for such grant is other Disposal than by way of premium; (n) any disposal to which the Majority Lenders shall have given their prior written consent; (o) any disposal made between members of the Group in the ordinary course of intra-Group cash pooling arrangements; (p) other disposals of assets by members of the Group other than in accordance with paragraphs (a) to (o) (inclusive) above provided that upon receipt of the net proceeds of such disposal a portion of the Total Commitments equal to the net proceeds is cancelled and to the extent the most recently delivered Compliance Certificate pursuant to Clause 19.5 (Compliance Certificates) indicates a Total Leverage Ratio of: (i) greater than 2.5:1, the aggregate value of Utilisations would the assets so disposed of by members of the Group shall not exceed Total Commitments after such cancellationEUR50,000,000 (or its currency equivalent) at any time from the Qualifying IPO Date to the final of the Maturity Dates; and (ii) less than or equal to 2.5:1, such amount being applied towards a corresponding prepayment the aggregate value of Utilisationsthe assets so disposed of by members of the Group shall not exceed EUR100,000,000 (or its currency equivalent) at any time from the Qualifying IPO Date to the final of the Maturity Dates.” provided that disposals under paragraph (d) above will only be permitted so long as no Event of Default has occurred and is continuing.

Disposals. Each of the Obligors undertakes that it will not Dispose of and (in the case of the Company only) to procure that no member of the Group, other than an Excluded Subsidiary, shall Dispose of any part of its assets which is substantial in the context of the Group taken as a whole provided that the following Disposals shall not be taken into account: (a) Disposals in the ordinary course of business; (b) Disposals of obsolete or waste assets; (c) Disposals made by one member of the Group to another member of the Group; (d) Disposals in exchange for assets of an identical or similar nature; (e) Disposals of receivables in connection with: (i) factoring arrangements not exceeding EUR 700,000,000 1,000,000,000 (converted into EUR in case not denominated in EUR); (ii) the issuance of asset-backed securities provided that the aggregate amount outstanding thereunder shall not exceed EUR 500,000,000 750,000,000 (or its equivalent); (f) Disposals made with the prior consent of the Majority Lenders; (g) Disposals in connection with sale and lease-back transactions, provided that the aggregate net disposal proceeds received from any such transaction shall not exceed EUR 900,000,000 1.350,000,000 (or its equivalent); (h) Disposals of assets together with the transfer of, or for, the purposes of securing pension liabilities, claims of (former) employees under working time saving arrangements (Langzeitkonten) and/or deferred payment arrangements under partial retirement schemes (Wertguthaben aus Altersteilzeit) to any pension fund or contractual trust arrangement initiated by the Group; (i) Disposals of assets the net proceeds of which are reinvested in a timely manner in similar or equivalent assets or applied towards the repayment of Financial Indebtedness incurred in connection with the acquisition of such assets; and (j) disposals of assets which are required to be made due to competition authority requirements in the context of an acquisition the net proceeds of which are applied towards the repayment of Financial Indebtedness of the Group; and (k) any other Disposal provided that upon receipt of the net proceeds of such disposal a portion of the Total Commitments equal to the net proceeds is cancelled and to the extent the aggregate of Utilisations would exceed Total Commitments after such cancellation, such amount being applied towards a corresponding prepayment of Utilisations.

Disposals. Each of the Obligors undertakes that it will (a) Subject to paragraph (b) below, Sappi Limited shall not Dispose of (and (in the case of the Company only) to procure shall ensure that no member of the Groupother Group Company will), enter into a Disposal other than an Excluded Subsidiary, shall Dispose of any part of its assets which is substantial in the context of the Group taken as a whole provided that the following Disposals shall not be taken into accountDisposal: (ai) Disposals made in the ordinary course of businessthe day to day business of a Group Company; (ii) of any assets by any Obligor to another Obligor; (iii) of any assets by any Group Company which is not an Obligor to another Group Company; (iv) of assets by an Obligor after the Amendment Date to another Group Company which is not an Obligor provided that the aggregate of the fair market value consideration for such assets does not, when aggregated with the fair market value consideration for any other assets disposed of by an Obligor after the Amendment Date to a Group Company which is not an Obligor falling within this paragraph, exceed Euro 50,000,000 (or its equivalent in any currency or currencies); (v) of cash on terms not otherwise prohibited by this Agreement; (vi) of assets (other than shares, businesses, real property (excluding forestry plantations) and intellectual property) in exchange on arm’s length terms for other assets comparable or superior as to type and quality and of the same or superior value; (vii) of an asset which is obsolete for the purpose for which such an asset is normally utilised; (viii) to which the Majority Lenders have given their prior consent; (ix) occurring directly as a result of any arrangement permitted by Clause 22.7 (Negative pledge) to the extent such arrangement constitutes a Disposal; (x) occurring directly as a result of any arrangement permitted by Clause 22.13 (Loans and Guarantees) to the extent that any such arrangement constitutes a Disposal; (xi) occurring directly as a result of any sale and leaseback transaction where the aggregate principal amount of Financial Indebtedness to which all such sale and leaseback transactions relate does not exceed Euro 100,000,000 (or its equivalent in any currency or currencies) at any time; (xii) to another Group Company as part of a merger permitted pursuant to Clause 22.10 (Merger); (xiii) of assets compulsorily acquired by any governmental authority or of assets as a result of valid and adjudicated or settled claims made pursuant to the Restitution of Land Rights Act, Act 22 of 1994 provided just and equitable compensation is received as a result of such Disposal; (xiv) which constitutes a Permitted Lereko Disposal; (xv) which constitutes a Permitted Xxxxxx Disposal; (xvi) which constitutes a Permitted SMF Plantation Disposal; (xvii) of receivables occurring directly as a result of any invoice discounting, factoring or securitisation arrangement permitted pursuant to Clause 22.9 (Financial Indebtedness); and (xviii) (not falling within subparagraphs (i) to (xvii) above inclusive) which, does not result in the gross book value of all the assets the subject of all such Disposals made after the Amendment Date, exceeding in aggregate 5 per cent. of the total gross assets of the Group (as at the date of this Agreement). (b) Disposals of obsolete or waste assets; Any Disposal by a Group Company (cthe “Transferor”) Disposals made by one member of the Group to another member of Group Company (the Group; (d“Transferee”) Disposals in exchange for assets of an identical or similar nature; asset subject to Transaction Security which is otherwise permitted under paragraph (ea) Disposals of receivables in connection withabove shall only be permitted where either: (i) factoring arrangements such Disposal is made subject to the existing Transaction Security granted by the Transferor and prior to the Disposal the Agent confirms it is either satisfied that, or receives advice from counsel in form and substance reasonably satisfactory to it (subject to customary exceptions and qualifications) confirming that: (A) such Transaction Security will continue in full force and effect following the Disposal and its ranking and validity will not exceeding EUR 700,000,000 be impaired in any material respect as a consequence of such Disposal; and (converted into EUR in case not denominated in EUR);B) such Transaction Security will continue to secure an amount no less than that secured prior to the Disposal; or (ii) the issuance of asset-backed securities provided Transferee grants equivalent Security over the relevant asset (the “Replacement Security”) and prior to the Disposal: (A) the Agent confirms that the aggregate amount outstanding thereunder shall not exceed EUR 500,000,000 Replacement Security is in form and substance satisfactory to it (acting reasonably); and (B) the Agent receives advice from counsel in form and substance reasonably satisfactory to it (subject to customary exceptions and qualifications) confirming that the Replacement Security: (1) is valid, binding and enforceable and has an equivalent or its equivalent)better ranking to the Transaction Security granted by the Transferor; (f2) Disposals made with secures an amount no less than that secured by the prior consent of Transaction Security granted by the Majority Lenders;Transferor; and (g3) Disposals is not subject to (aa) any limitation or imperfection in connection with sale and lease-back transactionsany material respect which the Transaction Security granted by the Transferor was not subject to, or (bb) any new hardening period, in each case, in equity or at law, provided that the aggregate net disposal proceeds received from any such transaction additional requirements of this paragraph (b) shall not exceed EUR 900,000,000 (or its equivalent); (h) Disposals apply where the Disposal is of assets together with inventory in the transfer of, or for, ordinary course of intra-group dealings for the purposes purpose of securing pension liabilities, claims of (former) employees under working time saving arrangements (Langzeitkonten) and/or deferred payment arrangements under partial retirement schemes (Wertguthaben aus Altersteilzeit) to any pension fund or contractual trust arrangement initiated by facilitating the Group; (i) Disposals of assets the net proceeds of which are reinvested in a timely manner in similar or equivalent assets or applied towards the repayment of Financial Indebtedness incurred in connection with the acquisition Transferee’s operational use of such assets; and (j) disposals of assets which are required to be made due to competition authority requirements in the context of an acquisition the net proceeds of which are applied towards the repayment of Financial Indebtedness of the Group; and (k) any other Disposal provided that upon receipt of the net proceeds of such disposal a portion of the Total Commitments equal to the net proceeds is cancelled and to the extent the aggregate of Utilisations would exceed Total Commitments after such cancellation, such amount being applied towards a corresponding prepayment of Utilisationsinventory.

Disposals. Each (a) No Obligor shall (and the Company shall ensure that no other member of the Obligors undertakes 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 cash for any purpose not prohibited under this Agreement; (iii) of Cash Equivalent Investments on arm’s length terms; (iv) constituting the creation of any Security permitted under Clause 22.4 (Negative Pledge); (v) of the Chertsey Property, in accordance with the Aquila/Chertsey Loan Note; (vi) by one Subsidiary to another Subsidiary provided that it will not Dispose of and (in the case of such sale, lease, transfer or other disposal by an Obligor to a non-Obligor, the Company onlynon-Obligor would be able to accede as a Guarantor if required pursuant to Clause 22.15 (Guarantors) (ignoring, for this purpose, paragraph (b) of Clause 22.15); (vii) of assets in exchange for other assets comparable or superior as to procure that no member type, value and quality; (viii) on arm’s length terms of obsolete or redundant plant or equipment not required for the efficient operation of its business; (ix) 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 by the Group, other than an Excluded Subsidiary, shall Dispose of any part of permitted under paragraphs (i) to (viii) above) does not exceed £30,000,000 (or its assets which is substantial equivalent in the context another currency or currencies) in any financial year of the Group taken Company; and (x) which could otherwise arise as a whole provided that the following Disposals shall not be taken into account: (a) Disposals consequence of granting a licence over its Intellectual Property in the ordinary course of business; (b) Disposals of obsolete or waste assets; (c) Disposals made by one member of the Group to another member of the Group; (d) Disposals in exchange for assets of an identical or similar nature; (e) Disposals of receivables in connection with: (i) factoring arrangements not exceeding EUR 700,000,000 (converted into EUR in case not denominated in EUR); (ii) the issuance of asset-backed securities provided that the aggregate amount outstanding thereunder shall not exceed EUR 500,000,000 (or its equivalent); (f) Disposals made with the prior consent of the Majority Lenders; (g) Disposals in connection with sale and lease-back transactions, provided that the aggregate net disposal proceeds received from any such transaction shall not exceed EUR 900,000,000 (or its equivalent); (h) Disposals of assets together with the transfer of, or for, the purposes of securing pension liabilities, claims of (former) employees under working time saving arrangements (Langzeitkonten) and/or deferred payment arrangements under partial retirement schemes (Wertguthaben aus Altersteilzeit) to any pension fund or contractual trust arrangement initiated by the Group; (i) Disposals of assets the net proceeds of which are reinvested in a timely manner in similar or equivalent assets or applied towards the repayment of Financial Indebtedness incurred in connection with the acquisition of such assets; and (j) disposals of assets which are required to be made due to competition authority requirements in the context of an acquisition the net proceeds of which are applied towards the repayment of Financial Indebtedness of the Group; and (k) any other Disposal provided that upon receipt of the net proceeds of such disposal a portion of the Total Commitments equal to the net proceeds is cancelled and to the extent the aggregate of Utilisations would exceed Total Commitments after such cancellation, such amount being applied towards a corresponding prepayment of Utilisationstrading.

Disposals. Each (a) No Obligor shall (and each Obligor shall ensure that none of the Obligors undertakes that it will not Dispose its Subsidiaries will), enter into a single transaction or a series of transactions (whether related or not) and (in the case of the Company only) whether voluntary or involuntary to procure that no member of the Groupsell, other than an Excluded Subsidiarylease, shall Dispose transfer or otherwise dispose of any part of its assets which is substantial in the context of the Group taken as a whole provided that the following Disposals shall asset. (b) Paragraph (a) above does not be taken into accountapply to any sale, lease, transfer or other disposal: (ai) Disposals which is made on arm's length terms and for fair market value in the ordinary course of business; (b) Disposals of obsolete trading or waste assets; (c) Disposals made by one member business of the Group to another member of the Group; (d) Disposals in exchange for assets of an identical or similar nature; (e) Disposals of receivables in connection with: (i) factoring arrangements not exceeding EUR 700,000,000 (converted into EUR in case not denominated in EUR)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 issuance of asset-backed securities Group which is not an Obligor, provided that the aggregate amount outstanding thereunder shall not 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 500,000,000 5,000,000 (or its equivalentequivalent in any other currency or currencies); (fv) Disposals of assets in exchange for other assets comparable or superior as to type, value and quality; (vi) which is a Permitted Affiliate Transaction; (vii) made in connection with the granting of a non-exclusive licence to use any Intellectual Property owned by members of the Group provided that any such licences do not prohibit any of the member of the Group from using any Intellectual Property which is material to its business; (viii) made with the prior written consent of the Majority LendersXxxxxxx; (gix) Disposals in connection with sale of non-core assets which is made on arm's length terms and lease-back transactions, for fair market value provided that the aggregate net disposal proceeds received from consideration receivable (when aggregated with the consideration receivable for any such transaction shall other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to (viii) above) does not exceed EUR 900,000,000 5,000,000 (or its equivalent)equivalent in another currency or currencies) in any financial year; (hx) Disposals of assets together with the transfer of, or for, the purposes cash other than by way of securing pension liabilities, claims of (former) employees under working time saving arrangements (Langzeitkonten) and/or deferred a payment arrangements under partial retirement schemes (Wertguthaben aus Altersteilzeit) to any pension fund member of the Group which is not an Obligor as equity payment, it being understood, however, that payments to Unterstützungskasse Kronos Titan GmbH up to an aggregate amount of EUR 1,000,000 (or contractual trust arrangement initiated its equivalent in another currency or currencies) shall be permitted, and provided that such disposal is not otherwise prohibited by the Group;this Agreement; or (ixi) Disposals of assets the net proceeds of which are reinvested in a timely manner in similar or equivalent assets or applied towards the repayment of Financial Indebtedness incurred in connection with the acquisition of such assets; and (j) disposals of assets which are required to be made due to competition authority requirements in the context of an acquisition the net proceeds of which are applied towards the repayment of Financial Indebtedness of the Group; and (k) any other Disposal provided that upon receipt of the net proceeds of such disposal a portion of the Total Commitments equal to the net proceeds is cancelled and to the extent the aggregate of Utilisations would exceed Total Commitments after such cancellation, such amount being applied towards a corresponding prepayment of UtilisationsCash Equivalent Investments on arms' length terms.