Common use of Disposals Clause in Contracts

Disposals. (a) Except as provided below, no member of the Group may, and the Company shall procure that no member of the Group will, either in a single transaction or in a series of transactions and whether related or not, sell, transfer, or otherwise dispose of all or any part of its present or future assets. (b) Paragraph (a) does not apply to any sale, transfer or disposal: (i) made on arm’s length commercial terms and for reasonable consideration and in the ordinary course of trading of the disposing entity, provided that: (A) the higher of the market value and consideration receivable for such sale, transfer or disposal (when aggregated with the higher of the market value and consideration for any other sale, transfer or disposal allowed under this Subclause) does not exceed HK$350,000,000 or its equivalent, provided that the Company shall inform the Facility Agent of any such sale, transfer or disposal of which the higher of the market value and consideration receivable exceeds HK$200,000,000 or its equivalent within 30 days of the completion of such sale, transfer or disposal; and (B) no Default or Event of Default would occur as a result of such sale, transfer or disposal; (ii) of trading stock or cash, machinery, raw materials or other current assets made by any member of the Group in the ordinary course of trading of the Group; (iii) by a member of the Group which is an Obligor to another member of the Group which is an Obligor; (iv) by a member of the Group which is an Obligor to any other member of the Group of any machinery, raw materials and trading stock, for arm’s length consideration and commercial terms and for the ordinary course of business of the Group; (v) of any cash for the purpose of capital injections to be made by any member of the Group to another member of the Group, which is for the ordinary course of business of the Group; (vi) by a member of the Group which is not an Obligor and not incorporated in the PRC to another member of the Group which is not an Obligor and not incorporated in the PRC; (vii) by a member of the Group which is incorporated in the PRC to another member of the Group which is incorporated in the PRC; (viii) of used, worn out, obsolete or surplus property by any Obligor in the ordinary course of business and the abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Obligors taken as a whole; or (ix) related to any amalgamation, demerger, merger or corporate reconstruction in compliance with Subclause 22.10 (Mergers).

Disposals. (a) Except as provided below, no member of the Group may, and the Company shall procure that no member of the Group will, either in a single transaction or in a series of transactions and whether related or not, sell, transfer, or otherwise dispose of all or any part of its present or future assets. (b) Paragraph (a) does not apply to any sale, transfer or disposal: (i) made on arm’s length commercial terms and for reasonable consideration and in the ordinary course of trading of the disposing entityentity (other than a sale of receivables to the extent they are sold on a non-recourse basis), provided that: (A) the higher of the market value and consideration receivable for such sale, transfer or disposal (when aggregated with the higher of the market value and consideration for any other sale, transfer or disposal allowed under this Subclause) does not exceed HK$350,000,000 or its equivalent, provided that the Company shall inform the Facility Agent of any such sale, transfer or disposal of which the higher of the market value and consideration receivable exceeds HK$200,000,000 or its equivalent within 30 days of the completion of such sale, transfer or disposal; and (B) no Default or Event of Default would occur as a result of such sale, transfer or disposal; (ii) of trading stock or cash, machinery, raw materials or other current assets made by any member of the Group in the ordinary course of trading of the Group; (iii) by a member of the Group which is an Obligor to another member of the Group which is an Obligor; (iv) by a member of the Group which is an Obligor to any other member of the Group of any machinery, raw materials and trading stock, for arm’s length consideration and commercial terms and for the ordinary course of business of the Group; (v) of any cash for the purpose of capital injections to be made by any member of the Group to another member of the Group, which is for the ordinary course of business of the Group; (viiii) by a member of the Group which is not an Obligor and not incorporated in the PRC to another member of the Group which is not an Obligor and not incorporated in the PRC; (viiiv) by a member of the Group which is incorporated in the PRC to another member of the Group which is incorporated in the PRC; (viiiv) of Receivables in connection with the Tranche C Facility; (vi) of used, worn out, obsolete or surplus property by any Obligor in the ordinary course of business and the abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Obligors taken as a whole; or (ixvii) related to any amalgamation, demerger, merger or corporate reconstruction in compliance with Subclause 22.10 23.9 (Mergers).

Disposals. (a) Except as provided below, no member of the Group mayNo Obligor shall, and the Company shall procure that no member of the Group will, either in a single transaction or in a series of transactions and transactions, whether related or notnot and whether voluntarily or involuntarily, sell, transfer, lease or otherwise dispose (each a “disposal”) of all or any a part of its present or future respective assets. (b) Paragraph (a) does not apply to any sale, transfer or disposalto: (i) made on arm’s length commercial terms and for reasonable consideration and in the ordinary course disposals of trading of the disposing entity, provided that: (A) the higher of the market value and consideration receivable for such sale, transfer or disposal (when aggregated with the higher of the market value and consideration for any other sale, transfer or disposal allowed under this Subclause) does real estate that is not exceed HK$350,000,000 or its equivalent, provided that the Company shall inform the Facility Agent of any such sale, transfer or disposal of which the higher of the market value and consideration receivable exceeds HK$200,000,000 or its equivalent within 30 days of the completion of such sale, transfer or disposal; and (B) no Default or Event of Default would occur as a result of such sale, transfer or disposal; (ii) of trading stock or cash, machinery, raw materials or other current assets made by any member of the Group in the ordinary course of trading of the Group; (iii) by a member of the Group which is an Obligor material to another member of the Group which is an Obligor; (iv) by a member of the Group which is an Obligor to any other member of the Group of any machinery, raw materials and trading stock, for arm’s length consideration and commercial terms and for the ordinary course of business of the Group; (vii) disposals made in the ordinary course of any cash for trade of the purpose of capital injections to be made by any disposing entity; (iii) disposals from a member of the Group to another member of the GroupGroup and where such disposing member is a Guarantor, which is the acquiring member shall be or become a Guarantor; (iv) disposals of cash raised or borrowed for the ordinary course purposes for which it was raised or borrowed; (v) disposals of business of the Groupassets in exchange for other assets comparable or superior as to type, value and quality; (vi) by a member disposals of the Group which is not an Obligor and not incorporated in the PRC to another member of the Group which is not an Obligor and not incorporated in the PRCobsolete assets for cash; (vii) by a member disposals to trade debtors in satisfaction of trade debts incurred in the ordinary course of trade of the Group which is incorporated in the PRC to another member of the Group which is incorporated in the PRCdisposing entity; (viii) disposals of used, worn out, obsolete or surplus property cash on arms length terms provided that any such disposal is not prohibited by any Obligor in the ordinary course of business and the abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Obligors taken as a whole; orthis Agreement; (ix) related a Permitted Reorganisation and its proceeds; and (x) from the Normalisation Date, in addition to (i) to (ix) above, disposals occurring after the Normalisation Date if, immediately after giving effect to the relevant disposal, the net proceeds arising from all disposals occurring on and after the Normalisation Date would not exceed 20 per cent. of the Consolidated Total Assets in each financial year and the relevant disposal is in the best interests of the Group and no Default would arise from the disposal. (c) Nothing in paragraph (b) above shall permit any amalgamation, demerger, merger member of the Group to dispose of any ownership interests to a third party in the companies or corporate reconstruction in compliance with Subclause 22.10 (Mergers)divisions comprising all or any part of the Network Product Division or the Systems-Drives Division.

Disposals. (a) Except as provided below, no member of the Group mayNo Obligor shall, and the Company Parent shall procure that no other member of the Group will, except with the prior written consent of the Majority Banks, either in a single transaction or in a series of transactions and transactions, whether related or notnot and whether voluntarily or involuntarily, sell, transfer, grant or lease or otherwise dispose of all or any substantial part of its present or future assets. (b) Paragraph (a) does not apply to any sale, transfer or disposal:to:- (i) any disposal made on arm’s length commercial terms and for reasonable consideration and in the ordinary course of trading business (including the sale with recourse of accounts receivable arising out of the disposing entity, provided that: (A) the higher of the market value and consideration receivable for such sale, transfer or disposal (when aggregated with the higher of the market value and consideration for any other sale, transfer or disposal allowed under this Subclause) does not exceed HK$350,000,000 or its equivalent, provided that the Company shall inform the Facility Agent of any such sale, transfer or disposal of which the higher of the market value and consideration receivable exceeds HK$200,000,000 or its equivalent within 30 days of the completion sale of such sale, transfer or disposal; and (B) no Default or Event of Default would occur as a result of such sale, transfer or disposalassets); (ii) any disposal of trading stock obsolete plant or cash, machinery, raw materials or other current assets made by any member of the Group in the ordinary course of trading of the Groupequipment; (iii) any disposal by a member of the Group which is an Obligor to another member of the Group which is an Obligor; (iv) by a member of the Group which is an Obligor to any other member of the Group of any machinery, raw materials and trading stock, for arm’s length consideration and commercial terms and for the ordinary course of business of the Group; (v) of any cash for the purpose of capital injections to be made by any one member of the Group to another member of the Group, which is for the ordinary course of business of the Group; (viiv) any disposal made on arm's length terms representing fair market value (which shall if so requested by the Agent be confirmed by a member valuation carried out by a valuer agreed to by both the Parent and the Agent) (or in default of such agreement appointed by the Agent); and (v) any other disposal not within sub-paragraphs (i)-(iv) above where the value of the asset disposed of (when aggregated with the value of all other assets disposed of after the date hereof and for so long as any Commitment or Loan is outstanding hereunder (not within sub-paragraphs (i)-(iv) above)) does not exceed 40 per cent. of Consolidated Total Assets (as measured in the latest published financial statements of the Group for the period immediately preceding the disposal). For the avoidance of doubt, for the purposes of paragraph (v), the value of an asset shall be equal to its book value net of depreciation and other similar allowances and any transaction which is permitted under this Clause 20.10 shall be deemed not an Obligor and not incorporated in the PRC to another member of the Group which is not an Obligor and not incorporated in the PRC; (vii) by a member of the Group which is incorporated in the PRC to another member of the Group which is incorporated in the PRC; (viii) of used, worn out, obsolete be prohibited under Clause 20.8 or surplus property by any Obligor in the ordinary course of business and the abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Obligors taken as a whole; or (ix) related to any amalgamation, demerger, merger or corporate reconstruction in compliance with Subclause 22.10 (Mergers)20.9.

Disposals. (a) Except as provided below, no member of the Group may, No Obligor shall (and the Company Parent shall procure ensure that no other member of the Group will, either in ) enter into a single transaction or in a series of transactions and (whether related or not, ) and whether voluntary or involuntary to sell, transferlease, transfer or otherwise dispose of all or any part of its present or future assetsasset. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal: (i) made on arm’s length commercial terms and for reasonable consideration and in the ordinary course of trading of the disposing entity, provided that: (A) the higher of the market value and consideration receivable for such sale, transfer or disposal (when aggregated with the higher of the market value and consideration for any other sale, transfer or disposal allowed under this Subclause) does not exceed HK$350,000,000 or its equivalent, provided that the Company shall inform the Facility Agent of any such sale, transfer or disposal of which the higher of the market value and consideration receivable exceeds HK$200,000,000 or its equivalent within 30 days of the completion of such sale, transfer or disposal; and (B) no Default or Event of Default would occur as a result of such sale, transfer or disposal; (ii) of trading stock assets in exchange for other assets comparable or superior as to type, value and quality and for a similar purpose (other than an exchange of a non-cash asset for cash, machinery, raw materials or other current assets made by any member of the Group in the ordinary course of trading of the Group); (iii) of receivables of: (A) identified customers listed in Schedule 9 (Existing Buyers) and any Affiliates thereof; or (B) any other customers approved by a member of the Group which is an Obligor to another member of the Group which is an ObligorMajority Lenders; (iv) by a member of the Group which is an Obligor to any other member of (the Group of any machinery, raw materials and trading stock, for arm’s length consideration and commercial terms and for the ordinary course of business of the Group; (v“Disposing Company”) of any cash for the purpose of capital injections to be made by any member of the Group to another member of the Group, which is for the ordinary course of business of the Group; (vi) by a member of the Group which is not an Obligor and not incorporated in the PRC to another member of the Group which (the “Acquiring Company”), provided that: (A) each of the Disposing Company and the Acquiring Company is an Obligor; (B) each of the Disposing Company and the Acquiring Company is not an Obligor; (C) the Disposing Company is not an Obligor and not incorporated in the PRC;Acquiring Company is an Obligor; or (viiD) by a member of if the Group which Disposing Company is incorporated in an Obligor and the PRC to another member of the Group which Acquiring Company is incorporated in the PRC;not an Obligor: (viii1) if at the time of usedentry into such transaction Leverage is less than or equal to 2.25:1 (tested by reference to the then most recent Filed Financial Statements), worn out, obsolete or surplus property by any Obligor provided that such arrangements are entered into in the ordinary course of business and the abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Obligors taken as a wholebusiness; or (ix2) related if at the time of entry into such transaction Leverage is greater than 2.25:1 (tested by reference to the then most recent Filed Financial Statements), where the higher of the market value or consideration receivable (when aggregated with the higher of the market value or consideration receivable for any amalgamationother sale, demergerlease, merger transfer or corporate reconstruction other disposal permitted under this paragraph (2) and after deducting the higher of the market value or consideration receivable for any sale, lease, transfer or other disposals from members of the Group which are not Obligors to Obligors during that financial year) in compliance each case made after the date of this Agreement does not exceed the aggregate of US$1,000,000,000 plus 25 per cent. of the net income of the Parent for the period starting on 1 January 2022 until the date of the most recent Filed Financial Statements (treated as one accounting period) (or its equivalent in another currency or other currencies) at any time; (v) by member of the Group and which is not referred to in paragraphs (i) to (iv) above or paragraph (vi) below, provided that: (A) such member of the Group receives consideration at the time of such sale, lease, transfer or other disposal at least equal to the fair market value; (B) at least 75 per cent. of the consideration received by such member of the Group is in the form of cash; and (C) such consideration received is applied in accordance with Subclause 22.10 Clause 7.4 (MergersAsset sales); or (vi) 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 members of the Group, other than any permitted under paragraphs (i) to (v) above) does not exceed either (A) US$50,000,000 (or its equivalent in another currency or currencies) in any financial year or (B) US$25,000,000 (or its equivalent in another currency or currencies) for any individual transaction.

Disposals. (a) Except as provided below, no member of the Group mayNo Obligor shall, and the Company shall procure that no other member of the Group will, without the prior written consent of the Agent acting on the instructions of the Majority Banks, either in a single transaction or in a series of transactions and transactions, whether related or notnot and whether voluntarily or involuntarily, sell, transfer, grant or lease or otherwise dispose of all or any substantial part of its present or future assets. (b) Paragraph (a) above does not apply to any sale, transfer or disposalto: (i) disposals made on arm’s length commercial terms and for reasonable consideration and in the ordinary course of trading business of the disposing entity, provided that: (A) the higher of the entity for market value and consideration receivable for such sale, transfer or disposal (when aggregated with the higher of the market value and consideration for any other sale, transfer or disposal allowed under this Subclause) does not exceed HK$350,000,000 or its equivalent, provided that the Company shall inform the Facility Agent of any such sale, transfer or disposal of which the higher of the market value and consideration receivable exceeds HK$200,000,000 or its equivalent within 30 days of the completion of such sale, transfer or disposal; and (B) no Default or Event of Default would occur as a result of such sale, transfer or disposalon an arm’s length basis; (ii) of trading stock or cash, machinery, raw materials or other current assets made by disposals from any member of the Group in the ordinary course of trading to any other member of the Group; (iii) disposals of property or assets (excluding receivables) in exchange for other property or assets of a comparable type in value, made in the ordinary course of business; (iv) the sale, transfer, loan or disposal in the ordinary course of trading of obsolete plant or machinery; (v) the creation by an Obligor or any member of the Group of a Permitted Security Interest; (vi) disposals of cash raised or borrowed for the purpose for which it was raised or borrowed; (vii) the repayment of any monies borrowed and the payment of any dividend or distribution; (viii) a distribution of surplus assets of a member of the Group which is an Obligor to another member of the Group which is an Obligorin liquidation or winding up not involving insolvency; (ivix) by a member the application of cash in the Group which is an Obligor to any other member acquisition of the Group of any machinery, raw materials and trading stock, for arm’s length consideration and commercial terms and for assets or services in the ordinary course of business trading of an Obligor or the relevant member of the Group; (vx) the disposal of receivables under receivables financing arrangements or securitisation arrangements, on commercial terms; (xi) disposals of property or assets otherwise than as permitted by paragraphs (i) to (x) of any cash for this Clause 16.13 during the purpose term of capital injections this Agreement so long as the aggregate book value of all such property or assets does not exceed 10 per cent. of the Total Consolidated Assets as shown in the latest audited consolidated financial statements of the Group, Provided that: (A) an Obligor shall ensure that it provides to be made by any member the Banks information setting out changes in the structure of the Group and the transfer, sale or disposal of property or assets by an Obligor or any Principal Subsidiary to another any of its own subsidiaries where the book value of the relevant assets is equal to or greater than €15,000,000 such information to be provided with the quarterly financial statements to be delivered under Clause 16.2 (Financial information); and (B) none of the above exceptions shall apply to the disposal by any person of a Principal Subsidiary to any person other than a member of the Group, which is for the ordinary course of business of the Group; (vi) by a member of the Group which is not an Obligor and not incorporated in the PRC to another member of the Group which is not an Obligor and not incorporated in the PRC; (vii) by a member of the Group which is incorporated in the PRC to another member of the Group which is incorporated in the PRC; (viii) of used, worn out, obsolete or surplus property by any Obligor in the ordinary course of business and the abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Obligors taken as a whole; or (ix) related to any amalgamation, demerger, merger or corporate reconstruction in compliance with Subclause 22.10 (Mergers).

Disposals. (a) Except as provided below, no member of the Group may, and the Company shall procure that no member of the Group will, either in a single transaction or in a series of transactions and whether related or not, sell, transfer, or otherwise dispose of all or any part of its present or future assets. (b) Paragraph (a) does not apply to any sale, transfer or disposal: (i) made on arm’s length commercial terms and for reasonable consideration and in the ordinary course of trading of the disposing entity, provided that: (A) the higher of the market value and consideration receivable for such sale, transfer or disposal (when aggregated with the higher of the market value and consideration for any other sale, transfer or disposal allowed under this Subclause) does not exceed HK$350,000,000 or its equivalent, provided that the Company shall inform the Facility Agent of any such sale, transfer or disposal of which the higher of the market value and consideration receivable exceeds HK$200,000,000 or its equivalent within 30 days of the completion of such sale, transfer or disposal; and (B) no Default or Event of Default would occur as a result of such sale, transfer or disposal; (ii) of trading stock or cash, machinery, raw materials or other current assets made by any member of the Group in the ordinary course of trading of the Group; (iii) by a member of the Group which is an Obligor to another member of the Group which is an Obligor; (iv) by a member of the Group which is an Obligor to any other member of the Group of any machinery, raw materials and trading stock, for arm’s length consideration and commercial terms and for the ordinary course of business of the Group; (v) of any cash for the purpose of capital injections to be made by any member of the Group to another member of the Group, which is for the ordinary course of business of the Group; (vi) by a member of the Group which is not an Obligor and not incorporated in the PRC to another member of the Group which is not an Obligor and not incorporated in the PRC; (vii) by a member of the Group which is incorporated in the PRC to another member of the Group which is incorporated in the PRC; (viii) of used, worn out, obsolete or surplus property by any Obligor in the ordinary course of business and the abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Obligors taken as a whole; or (ix) related to any amalgamation, demerger, merger or corporate reconstruction in compliance with Subclause 22.10 22.9 (Mergers).

Disposals. (a) Except as provided below, no member of the Group may, No Obligor shall (and the Company Italian Borrower shall procure ensure that no other member of the Group will, either in ) enter into a single transaction or in a series of transactions and (whether related or not, ) and whether voluntary or involuntary to sell, transferlease, transfer or otherwise dispose of all or any part of its present or future assetsasset. (b) Paragraph (a) above does not apply to any sale, lease, transfer or disposalother disposal or disposals: (i) made on arm’s length commercial terms and for reasonable consideration and in the ordinary course of trading the business of the disposing entity, provided that: (A) the higher of the market value and consideration receivable for such sale, transfer or disposal (when aggregated with the higher of the market value and consideration for any other sale, transfer or disposal allowed under this Subclause) does not exceed HK$350,000,000 or its equivalent, provided that the Company shall inform the Facility Agent of any such sale, transfer or disposal of which the higher of the market value and consideration receivable exceeds HK$200,000,000 or its equivalent within 30 days of the completion of such sale, transfer or disposal; and (B) no Default or Event of Default would occur as a result of such sale, transfer or disposal; (ii) of trading stock assets in exchange for other assets comparable or cashsuperior as to type, machinery, raw materials or other current assets made value and quality; (iii) the proceeds of which are applied to the acquisition by any member of the Group Group, of property or assets (including the capital stock of any entity) that replaces the relevant property or assets disposed of, or in property or assets that will be used or useful in the ordinary course of trading business or operations of the Group, within 355 days; (iiiiv) following or in connection with a Corporate Reconstruction as defined in and pursuant to Clause 22.7 (Merger); (v) the proceeds of which are applied in voluntary prepayment of any of the Facilities in accordance with the terms of this Agreement (such payment to occur on the last day of the Interest Period for each Loan being prepaid during which such disposed proceeds are received by the relevant member of the Group); (vi) in respect of any assets other than shares or other ownership interests in any member of the Group, by an Obligor to another Obligor or by a member of the Group which is (other than an Obligor Obligor) to another member of the Group which is (including an Obligor); (ivvii) by a of shares or other ownership interests in any member of the Group which is an Obligor to any other member of the Group of any machinery, raw materials and trading stock, for arm’s length consideration and commercial terms and for the ordinary course of business of the Group; (v) of any cash for the purpose of capital injections to be made by any a member of the Group to another member of the Group, which is for the ordinary course subject always to Clause 8.2 (Change of business of the Group; (vi) by a member of the Group which is not an Obligor and not incorporated in the PRC to another member of the Group which is not an Obligor and not incorporated in the PRC; (vii) by a member of the Group which is incorporated in the PRC to another member of the Group which is incorporated in the PRC;Control); or (viii) where the book value of usedthe assets (when aggregated with the book value of the assets for any other sale, worn outlease, obsolete or surplus property by any Obligor in the ordinary course of business and the abandonment transfer or other disposition of intellectual property that isdisposal by the Group, in other than any permitted under paragraphs (i) to (vii) above) carried out over the reasonable judgment period from the date hereof to the Termination Date does not exceed 30 per cent. of the Company, no longer economically practicable to maintain or useful in the conduct Consolidated Total Assets of the business Group at the end of any Relevant Period as determined by the Obligors taken Consolidated Financial Statements or Consolidated Quarterly Financial Statements (as a whole; or (ixthe case may be) related for the Relevant Period from the date hereof to any amalgamation, demerger, merger or corporate reconstruction in compliance with Subclause 22.10 (Mergers)the Termination Date.

Disposals. (a) Except as provided below, no member of the Group mayNo Obligor shall, and the Company shall procure that no other member of the Group will, without the prior written consent of the Agent acting on the instructions of the Majority Banks, either in a single transaction or in a series of transactions and transactions, whether related or notnot and whether voluntarily or involuntarily, sell, transfer, grant or lease or otherwise dispose of all or any substantial part of its present or future assets. (b) Paragraph (a) does not apply to any sale, transfer or disposalto: (ia) disposals made in the ordinary course of business of the disposing entity for market value on an arm’s 's length commercial terms and basis; (b) disposals from any member of the Group to any other member of the Group; (c) disposals of property or assets (excluding receivables) in exchange for reasonable consideration and other property or assets of a comparable type in value, made in the ordinary course of business; (d) the sale, transfer, loan or disposal in the ordinary course of trading of the disposing entity, provided that: (A) the higher of the market value and consideration receivable for such sale, transfer obsolete plant or disposal (when aggregated with the higher of the market value and consideration for any other sale, transfer or disposal allowed under this Subclause) does not exceed HK$350,000,000 or its equivalent, provided that the Company shall inform the Facility Agent of any such sale, transfer or disposal of which the higher of the market value and consideration receivable exceeds HK$200,000,000 or its equivalent within 30 days of the completion of such sale, transfer or disposal; and (B) no Default or Event of Default would occur as a result of such sale, transfer or disposalmachinery; (iie) of trading stock the creation by an Obligor or cash, machinery, raw materials or other current assets made by any member of the Group of a Permitted Security Interest; (f) disposals of cash raised or borrowed for the purpose for which it was raised or borrowed; (g) the repayment of any monies borrowed and the payment of any dividend or distribution; (h) a distribution of surplus assets of a member of the Group in liquidation or winding-up not involving insolvency; (i) the application of cash in the acquisition of assets or services in the ordinary course of trading of the Group; (iii) by a member of the Group which is an Obligor to another or the relevant member of the Group which is an Obligor; (iv) by a member of the Group which is an Obligor to any other member of the Group of any machinery, raw materials and trading stock, for arm’s length consideration and commercial terms and for the ordinary course of business of the Group; (vj) the disposal of receivables under receivables financing arrangements or securitisation arrangements, on commercial terms; (k) disposals of property or assets otherwise than as permitted by paragraphs (a) to (j) of any cash for this Clause 19.13 during the purpose term of capital injections this Agreement so long as the aggregate book value of all such property or assets does not exceed 10 per cent. of the Total Consolidated Assets as shown in the latest audited consolidated financial statements of the Group, (i) an Obligor shall ensure that it provides to be made by any member the Banks information setting out changes in the structure of the Group and the transfer, sale or disposal of property or assets by an Obligor or any Principal Subsidiary to another any of its own subsidiaries where the book value of the relevant assets is equal to or greater than euro 15,000,000 such information to be provided with the quarterly financial statements to be delivered under Clause 19.2 (Financial information), and (ii) none of the above exceptions shall apply to the disposal by any person of a Principal Subsidiary to any person other than a member of the Group, which is for the ordinary course of business of the Group; (vi) by a member of the Group which is not an Obligor and not incorporated in the PRC to another member of the Group which is not an Obligor and not incorporated in the PRC; (vii) by a member of the Group which is incorporated in the PRC to another member of the Group which is incorporated in the PRC; (viii) of used, worn out, obsolete or surplus property by any Obligor in the ordinary course of business and the abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Obligors taken as a whole; or (ix) related to any amalgamation, demerger, merger or corporate reconstruction in compliance with Subclause 22.10 (Mergers).

Disposals. (a) Except as provided below, no member of the Group may, No Obligor shall (and the Company shall procure ensure that no other member of the Group will, either in ) enter into a single transaction or in a series of transactions and (whether related or not, not and whether voluntary or involuntary) to sell, transferlease, transfer or otherwise dispose of all or (each a “disposal”) any part of its present or future assetsasset. (b) Paragraph (a) above does not apply to any sale, transfer or disposal: (i) of stock made on arm’s length commercial terms and for reasonable consideration and in the ordinary course of trading of the disposing entity, provided that: (A) the higher of the market value and consideration receivable for such sale, transfer or disposal (when aggregated with the higher of the market value and consideration for any other sale, transfer or disposal allowed under this Subclause) does not exceed HK$350,000,000 or its equivalent, provided that the Company shall inform the Facility Agent of any such sale, transfer or disposal of which the higher of the market value and consideration receivable exceeds HK$200,000,000 or its equivalent within 30 days of the completion of such sale, transfer or disposal; and (B) no Default or Event of Default would occur as a result of such sale, transfer or disposal; (ii) of trading stock cash: LD857960/38 (A) for the acquisition on arm’s length terms of assets permitted or cash, machinery, raw materials or required under this Agreement; or (B) for any other current assets made by any member of the Group in the ordinary course of trading of the Grouppurpose not prohibited under this Agreement; (iii) by a member constituting the creation of the Group which is an Obligor to another member any Security permitted under paragraph (d) of the Group which is an ObligorClause 22.4 (Negative pledge); (iv) by a member of an obsolete or redundant asset which is no longer required for the purposes of the Group which is an Obligor to any other member of the Group of any machinery, raw materials and trading stock, for arm’s length consideration and commercial terms and for the ordinary course of business of the Groupbusiness; (v) of any cash assets in exchange for the purpose of capital injections other assets comparable or superior as to be made by any member of the Group to another member of the Grouptype, which is for the ordinary course of business of the Groupvalue and quality and location; (vi) by a member of the Group which is not an Obligor and not incorporated in the PRC to another member of the Group which is not an Obligor and not incorporated in a wholly owned Subsidiary of the PRCParent; (vii) (where the interest of the Company in the transferee is no less than its interest in the transferor) by a member of the Group which is incorporated in the PRC to another a member of the Group which is incorporated in not a wholly owned Subsidiary of the PRCParent; (viii) where the market value (when aggregated with the market value of usedany other sale, worn outlease, obsolete or surplus property by any Obligor in the ordinary course of business and the abandonment transfer or other disposition disposal, other than any permitted under paragraphs (i) to (vii) above) does not exceed 10 per cent. of intellectual property that is, Total Assets in the reasonable judgment any financial year of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Obligors taken as a whole; or (ix) related approved by the Majority Lenders; or (x) in respect of a Subsidiary which becomes a member of the Group after the date of this Agreement, of assets owned by that Subsidiary at the time of its acquisition during the 12 Month period following the acquisition of that Subsidiary, provided that each disposal is (except in any case referred to in paragraph (vi)) made on arm’s length terms for full market value and would not (in each case) have a Material Adverse Effect. (c) Nothing in paragraphs (b)(i) to (v), (vii), (viii) or (ix) permits the disposal by any amalgamationmember of the Group of any shares in a Guarantor. (d) For the purposes of Clause 22.5(b)(vi), demergerAsturiana de Zinc, merger S.A. will be considered a wholly owned Subsidiary of the Parent provided the Parent directly or corporate reconstruction in compliance with Subclause 22.10 (Mergers).indirectly owns not less than 99.98 per cent. of the shares of Asturiana de Zinc, S.A.

Disposals. (a) Except as provided in paragraph (b) below, no member of the Group may, Obligor shall (and the Company shall procure ensure that no other member of the Group will, either in ) whether by a single transaction or in a series of transactions and Back to Contents (whether related or not, not and whether voluntary or involuntary) sell, transferlease, transfer or otherwise dispose of all or any part of its present or future assetsasset (each a "Disposal"). (b) Paragraph (a) above does not apply to any sale, transfer or disposalDisposal: (i) made on arm’s length commercial terms and for reasonable consideration and in the ordinary course of trading day-to-day business of the disposing entity, provided that: entity (A) which expression shall not include the higher Disposal of the market value and consideration receivable for such sale, transfer or disposal (when aggregated with the higher of the market value and consideration for any other sale, transfer or disposal allowed under this Subclause) does not exceed HK$350,000,000 or its equivalent, provided that the Company shall inform the Facility Agent of any such sale, transfer or disposal of which the higher of the market value and consideration receivable exceeds HK$200,000,000 or its equivalent within 30 days of the completion of such sale, transfer or disposal; and (B) no Default or Event of Default would occur as a result of such sale, transfer or disposalLodging Asset); (ii) of trading stock assets which are exchanged for other assets of similar or cashsuperior type or where all or part of the net proceeds (calculated, machinerymutatis mutandis, raw materials on the same basis as Net Proceeds) (or other current an equivalent amount) are, or are committed to be, applied in the purchase, refurbishment or improvement of any Extended Lodging Asset, in each case, within the period of 6months following receipt of the proceeds of that Disposal and where the balance (if any) of such net proceeds (or equivalent amount) not so applied or committed is attributed to, or applied pursuant to, another paragraph or paragraphs of this Clause 22.4(b) (iii) where any member of the Group has applied funds in the purchase, refurbishment or improvement of any Extended Lodging Asset, in each case, within the period of 6 months prior to the receipt of the proceeds of that Disposal and where the amount so applied is at least equal to the proceeds of that Disposal or, to the extent it is less than the proceeds of that Disposal, the balance is attributed to, or applied pursuant to, another paragraph or paragraphs of this Clause 22.4(b); (iv) at arm's length of assets made which are obsolete; (v) which constitutes the payment of cash for any purpose not prohibited by any Finance Document; (vi) by any member of the Group in the ordinary course of trading of the Group;to: (iiiA) by a member of the Group which is an Obligor to another member of the Group which is an Obligor; (iv) by either a wholly owned member of the Group, or any member of the Group which is an Obligor to any other member would be a wholly owned, but for a nominal shareholding owned by a chosen nominee; or (B) a Project Group Member or a Joint Venture Entity where, in each case, the net asset position of the Group following that Disposal is neutral or enhanced; (vii) which constitutes any short term investment of funds not immediately required in the Group's business and the realisation of those investments; (viii) which constitutes the making of a lawful distribution; (ix) where an amount equal to the Net Proceeds thereof (or such smaller amount having regard to other Disposals which are permitted to be made pursuant to the other paragraphs of this Clause 22.4(b)) is used in or towards making a prepayment and cancellation of Facility A under Clause 8.4 ( Disposals) or, following the prepayment and cancellation in full of Facility A, towards prepayment and cancellation of such other Facility as the Company may decide; (x) by the granting of any machinerylease, raw materials and trading stock, for licence or any other right over real property on arm’s 's length consideration and commercial terms and for in the ordinary course of business of the Group;disposing entity; Back to Contents (vxi) of any cash for to which the purpose of capital injections to be made by any member of the Group to another member of the Group, which is for the ordinary course of business of the Group; (vi) by a member of the Group which is not an Obligor and not incorporated in the PRC to another member of the Group which is not an Obligor and not incorporated in the PRC; (vii) by a member of the Group which is incorporated in the PRC to another member of the Group which is incorporated in the PRC; (viii) of used, worn out, obsolete or surplus property by any Obligor in the ordinary course of business and the abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Obligors taken as a wholeMajority Lenders have consented; or (ixxii) related in a financial year, in addition to any amalgamationDisposal permitted under paragraphs (i) to (xi) (inclusive) above, demergerwhich relates to an asset which does not (or assets which do not) together with other Disposals made under or attributed to this paragraph (xii) in that financial year, merger or corporate reconstruction generate, in compliance aggregate, net proceeds in excess of 7.5 per cent. of Consolidated Gross Assets of the Group (where Consolidated Gross Assets is, for the purposes of this provision, based on Consolidated Gross Assets) as calculated for the financial year of the Company immediately prior to the financial year in which such Disposal is made, provided that in the case of paragraphs (ii) and (iii) above, there shall be no double counting with Subclause 22.10 respect to an application made prior to a Disposal and an application made following a Disposal. For the purposes of paragraph (Mergers)xii) above Consolidated Gross Assets shall, prior to the receipt of the first consolidated financial statements required to be delivered pursuant to Clause 20.1 (Financial statements) be calculated, by reference to the Initial Financial Statements.

Disposals. (a) Except as provided below, no member of the Group may, No Obligor shall (and the Company shall procure ensure that no other member of the Restricted Group willshall), either in enter into a single transaction or in a series of transactions and (whether related or not, ) and whether voluntary or involuntary to sell, transferlease, transfer or otherwise dispose of all or any part asset to any other person, including any member of its present or future assetsthe Target Group. (b) Paragraph (a) above does not apply to any sale, lease, transfer or disposal:other disposal of an asset (other than a Charged Asset): (i) made on arm’s length commercial terms and for reasonable consideration and in the ordinary course of trading of the disposing entity, provided that: (A) the higher of the market value and consideration receivable for such sale, transfer or disposal (when aggregated with the higher of the market value and consideration for any other sale, transfer or disposal allowed under this Subclause) does not exceed HK$350,000,000 or its equivalent, provided that the Company shall inform the Facility Agent of any such sale, transfer or disposal of which the higher of the market value and consideration receivable exceeds HK$200,000,000 or its equivalent within 30 days of the completion of such sale, transfer or disposal; and (B) no Default or Event of Default would occur as a result of such sale, transfer or disposal; (ii) of trading stock assets in exchange for other assets comparable or cashsuperior as to type, machinery, raw materials or other current assets made by any member of the Group in the ordinary course of trading of the Groupvalue and quality; (iii) by a member of the Group which is an Obligor to another member of the Group which is an Obligorobsolete assets at arm’s length and on normal commercial terms; (iv) by a member of cash as consideration for the Group which is an Obligor to any other member of the Group acquisition of any machinery, raw materials and trading stock, for asset at arm’s length consideration and on normal commercial terms and for the ordinary course of business of the Groupterms; (v) of assets at arm’s length and on normal commercial terms, which in the reasonable view of the board of directors of the Company, are not required in the operation of the disposing entity’s business and which were acquired by the disposing entity as the result of the acquisition of another person; (vi) of assets for a consideration not less than a normal commercial consideration by any member of the Restricted Group to a Guarantor, or by one member of the Restricted Group that is a wholly-owned Subsidiary of the Company to another member of the Restricted Group that is a wholly-owned Subsidiary, or (if the interest of the Company in the transferee is not less than its interest in the transferor) by any other member of the Restricted Group to another member of the Restricted Group; (vii) of cash dividends by the Company to its ordinary shareholders from its distributable profits and reserves in the usual and ordinary course of its business; (viii) of assets for cash of the purpose Company having an aggregate fair market value of capital injections less than U.S.$***[Omitted Pursuant to be Confidential Treatment Request]*** (or its equivalent) and any individual disposal of an asset for cash consideration of less than $***[Omitted Pursuant to Confidential Treatment Request]*** (ix) made by pursuant to the Merger; or (x) made with the prior written consent of the Majority Lenders, provided that nothing in this paragraph (b) shall permit any member of the Group to another member sell, lease, transfer or otherwise dispose of any shares in the Target other than as required pursuant to the Merger Agreement in order that the Company does not own more than 54.5% of the Group, which is for the ordinary course of business share capital of the Group; (vi) by Target, on a member of the Group which is not an Obligor and not incorporated in the PRC to another member of the Group which is not an Obligor and not incorporated in the PRC; (vii) by a member of the Group which is incorporated in the PRC to another member of the Group which is incorporated in the PRC; (viii) of used, worn out, obsolete or surplus property by any Obligor in the ordinary course of business and the abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Obligors taken as a whole; or (ix) related to any amalgamation, demerger, merger or corporate reconstruction in compliance with Subclause 22.10 (Mergers)fully diluted basis.

Disposals. (a) Except as provided belowSubject to paragraph (b) of this Clause 23.7, no member of the Group may, Company shall not (and the Company shall procure ensure that no member none of its Subsidiaries and (if the Acquisition of BidCo Date has not occurred but BidCo becomes a Guarantor, during the period from the date that BidCo becomes a Guarantor until BidCo first becomes a Subsidiary of the Group willCompany (if such occurs)) none of BidCo and its Subsidiaries shall), either in without the prior written consent of the Majority Lenders (such consent not to be unreasonably withheld or delayed), enter into a single transaction or in a series of transactions and (whether related or not, ) and whether voluntary or involuntary to sell, transferlease, transfer or otherwise dispose of all its assets or any a substantial part of its present assets representing more than 5 per cent. in aggregate of the total consolidated assets of the Group, calculated by reference to (x) the latest consolidated financial statements of the Company, delivered pursuant to paragraph (a)(i) of Clause 21.1 (Financial statements) or future assets.(ii) during the period in which a Compliance Certificate is delivered pursuant to Clause 21.2(c), the figures provided in such Compliance Certificate, unless (i) full value for such assets is received by the Company or its Subsidiaries; and (ii) an amount equal to the net proceeds of any such sale, lease, transfer or other disposal is reinvested within twelve months of receipt by the Company or its Subsidiaries in the business of the Group; (b) Paragraph (a) of this Clause 23.7 does not apply to any sale, lease, transfer or disposalother disposal of assets: (i) made on arm’s 's length commercial terms and for reasonable consideration and in the ordinary course of trading of the disposing entity, provided that: (A) the higher of the fair market value and consideration receivable for such sale, transfer or disposal (when aggregated with the higher of the market value and consideration for any other sale, transfer or disposal allowed under this Subclause) does not exceed HK$350,000,000 or its equivalent, provided that the Company shall inform the Facility Agent of any such sale, transfer or disposal of which the higher of the market value and consideration receivable exceeds HK$200,000,000 or its equivalent within 30 days of the completion of such sale, transfer or disposal; and (B) no Default or Event of Default would occur as a result of such sale, transfer or disposal; (ii) of trading stock or cash, machinery, raw materials or other current assets made by any member of the Group in the ordinary course of trading of the Group; (iii) by a member of the Group which is an Obligor to another member of the Group which is an Obligor; (iv) by a member of the Group which is an Obligor to any other member of the Group of any machinery, raw materials and trading stock, for arm’s length consideration and commercial terms and for the ordinary course of business of the Groupdisposing entity; (vii) in respect of any cash for the purpose of capital injections to be made by Permitted Securitisation; (iii) from any member of the Group to another member of the GroupGroup on arm's length terms and for fair market or book value, which is for provided that the ordinary course exception contained in this paragraph (iii) shall not apply to any sale, lease, transfer or other disposal of business of the Group;an asset: (vi1) by a from any Obligor to another member of the Group which is not neither an Obligor and not incorporated in nor a subsidiary of an Obligor unless the PRC person to whom such sale, lease, transfer or other disposal is made (the "Transferee") or its direct or indirect parent company (as the case may be) becomes a Guarantor; or (2) from any Material Subsidiary to another member of the Group which is not a Material Subsidiary unless the person making such sale, lease, transfer or other disposal does not cease to be a Material Subsidiary or, if it ceases to be a Material Subsidiary, any Transferee shall be deemed to be a Material Subsidiary; (iv) in respect of which the net proceeds are used to repay any amounts outstanding hereunder in an Obligor amount equal to such net proceeds and not incorporated if the Available Commitments in an amount equal thereto are cancelled; (v) in respect of which the PRCproceeds are applied pursuant to any prepayment requirement in any debt agreements of the Company or any Subsidiary in relation to the use of proceeds received from the disposal of any assets; (vi) in respect of fixed assets or contractual rights which are exchanged for other fixed assets or contractual rights reasonably comparable as to type or quality; (vii) by a member in respect of the Group which is incorporated in the PRC to another member of the Group which is incorporated in the PRCcash or cash equivalent investments; (viii) which occurs due to the solvent liquidation or reorganisation of used, worn out, obsolete or surplus property by any Obligor in the ordinary course of business and the abandonment or other disposition of intellectual property that is, in the reasonable judgment member of the Company, no longer economically practicable Group so long as any payment or assets distributed as a result of such liquidation or reorganisation are distributed to maintain or useful in the conduct other members of the business of the Obligors taken as a wholeGroup; or (ix) related pursuant to any amalgamation, demerger, merger or corporate reconstruction in compliance with Subclause 22.10 (Mergers)joint venture agreements.

Disposals. (a) Except as provided in paragraph (c) below, no member of after the Group mayUS Facility Release Date, and the Company shall procure that no member of the will not permit any Non-Core Group will, either in Member to enter into a single transaction or in a series of transactions and (whether related or not, ) and whether voluntary or involuntary to sell, transferlease, transfer or otherwise dispose of all or any part of its present or future assetsasset. (b) Paragraph Except as provided in paragraph (d) below, the Company will not permit any Core Group Member to enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset. (c) In relation to the Non-Core Group Members only, paragraph (a) above does not apply to: (i) the sale, transfer or other disposition of other property or assets is for fair value provided that: (A) the aggregate amount of such sales, transfers and other dispositions by all Non-Core Group Members, taken as a whole shall not exceed, in the aggregate, 20% of the Consolidated Total Assets provided, that, to the extent that: I. the proceeds of any such sale, transfer or other disposition permitted under this paragraph are reinvested in assets that are related to the business in which those Persons are permitted to be engaged under Clause 24.14 (Lines of Business) within the period of twelve months following such sale, transfer or other disposition; and II. the amount of proceeds of all such sales, transfers or other dispositions that are subject to reinvestment do not at any one time exceed 20% of the Consolidated Total Assets, such sale, transfer or other disposition shall be excluded for purposes of computing the amount of sales, transfers and other dispositions made pursuant to this paragraph provided, further, that, to the extent that any of those Persons has acquired any assets that are related to the business in which those Persons are permitted to be engaged under Clause 24.14 (Lines of Business) during the period six months prior to such sale, transfer or other disposition, then the proceeds of such sale, transfer or other disposition may be deemed to have been reinvested for the purpose of determining compliance with the preceding proviso; and (B) at the time of such sale, transfer or other disposition and immediately after giving effect to such sale, transfer or other disposition, no Default or Event of Default shall have occurred and be continuing; or (ii) the divestiture or other disposition of specific assets and property by any Non-Core Group Member pursuant to an order by any Governmental Authority but only to the extent that: (A) such order is given by such Governmental Authority as a prerequisite to the receipt of such Governmental Authority’s approval in connection with a pending Acquisition by the relevant Non-Core Group Member; and (B) the relevant Non-Core Group Member has repaid all Indebtedness (other than Indebtedness outstanding under this Agreement and the US Facility) associated with the assets or property so divested or disposed (or such Indebtedness shall have been assumed by the purchaser of such assets or property). (iii) the sale, transfer or other disposition of obsolete, worn out or surplus property in the ordinary course of business; (iv) the sale of inventory and goods held for sale in the ordinary course of business; (v) the lease or sublease of real or personal property in the ordinary course of business; (vi) sales, transfers, leases and other dispositions permitted by Clause 24.12 (Merger); (vii) the sale, transfer or other disposition of assets or property (including the sale or issuance of capital stock of any Non-Core Group Member which is not the Company): (A) to the Company or any Restricted Subsidiary; and (B) between Non-Core Group Members; and (viii) sales or discounts without recourse (except in the case of paragraph (B) below, with respect to Standard Securitization Undertakings) of Accounts Receivable: (A) arising in the ordinary course of business in connection with the compromise or collection of such Accounts Receivable; or (B) in a transaction permitted by Clause 24.15(a). (d) Paragraph (b) above does not apply to any sale, lease, transfer or disposalother disposal by a Core Group Member: (i) made on arm’s length commercial terms and for reasonable consideration and in the ordinary course of trading of the disposing entity, provided that: (A) the higher of the market value and consideration receivable for such sale, transfer or disposal (when aggregated with the higher of the market value and consideration for any other sale, transfer or disposal allowed under this Subclause) does not exceed HK$350,000,000 or its equivalent, provided that the Company shall inform the Facility Agent of any such sale, transfer or disposal of which the higher of the market value and consideration receivable exceeds HK$200,000,000 or its equivalent within 30 days of the completion of such sale, transfer or disposal; and (B) no Default or Event of Default would occur as a result of such sale, transfer or disposal; (ii) of trading stock assets in exchange for other assets comparable or cashsuperior as to type, machineryvalue and quality; (iii) involving the sale, raw materials transfer or other current assets made by any member disposition of the Group obsolete, worn out or surplus property in the ordinary course of trading of the Group; (iii) by a member of the Group which is an Obligor to another member of the Group which is an Obligorbusiness; (iv) by a member involving the sale of the Group which is an Obligor to any other member of the Group of any machinery, raw materials inventory and trading stock, goods held for arm’s length consideration and commercial terms and for sale in the ordinary course of business of the Groupbusiness; (v) involving the lease or sublease of any cash for the purpose of capital injections to be made by any member of the Group to another member of the Group, which is for real or personal property in the ordinary course of business of the Groupbusiness; (vi) involving sales, transfers, leases and other dispositions permitted by a member of the Group which is not an Obligor and not incorporated in the PRC to another member of the Group which is not an Obligor and not incorporated in the PRCClause 24.12 (Merger); (vii) by a member of the Group which is incorporated in the PRC a Guarantor to another member of the Core Group Member which is incorporated in the PRCa Guarantor; (viii) of used, worn out, obsolete all of the Campofrio Assets or surplus property by any Obligor in all of the ordinary course of business and the abandonment or other disposition of intellectual property that isAdditional Campofrio Assets, in either case, prior to the reasonable judgment Campofrio Release Date, provided that the proceeds of such disposal are used to prepay and cancel the CompanyFacility in accordance with Clause 10.2 (Mandatory prepayment and partial cancellation – disposal of Campofrio Assets) or, no longer economically practicable to maintain or useful in if applicable, the conduct requirements of the business of the Obligors taken as a wholeClause 10.3 (Mandatory prepayment and cancellation – Campofrio Assets and Campofrio Replacement Security Assets) are complied with; or (ix) related of all, or any part, of the Campofrio Assets on and following the Campofrio Release Date, provided that the Campofrio Replacement Security Documents are in full force and effect at the time of the sale, lease, transfer or other disposal and no Default would or could reasonably be expected to occur as a result of the sale, lease, transfer or other disposal. (e) Other than in respect of the Campofrio Assets in accordance with paragraph (d)(viii) above and notwithstanding any amalgamationother provision in this Clause 24.4, demergerno Obligor shall (and the Company shall ensure that no Material Subsidiary, merger member of the Polish Group or corporate reconstruction in compliance with Subclause 22.10 (Mergers)member of the Romanian Group will) sell, lease, transfer or otherwise dispose of an asset subject to Security under the Security Documents without the consent of all the Lenders.

Disposals. (a) Except as provided below, no member of the Group mayNo Obligor shall, and the Company shall procure that no other member of the Group will, without the prior written consent of the Agent acting on the instructions of the Majority Banks, either in a single transaction or in a series of transactions and transactions, whether related or notnot and whether voluntarily or involuntarily, sell, transfer, grant or lease or otherwise dispose of all or any substantial part of its present or future assets. (b) Paragraph (a) does not apply to any sale, transfer or disposalto: (i) disposals made on arm’s length commercial terms and for reasonable consideration and in the ordinary course of trading business of the disposing entity, provided that: (A) the higher of the entity for market value and consideration receivable for such sale, transfer or disposal (when aggregated with the higher of the market value and consideration for any other sale, transfer or disposal allowed under this Subclause) does not exceed HK$350,000,000 or its equivalent, provided that the Company shall inform the Facility Agent of any such sale, transfer or disposal of which the higher of the market value and consideration receivable exceeds HK$200,000,000 or its equivalent within 30 days of the completion of such sale, transfer or disposal; and (B) no Default or Event of Default would occur as a result of such sale, transfer or disposalon an arm’s length basis; (ii) of trading stock or cash, machinery, raw materials or other current assets made by disposals from any member of the Group in the ordinary course of trading to any other member of the Group; (iii) disposals of property or assets (excluding receivables) in exchange for other property or assets of a comparable type in value, made in the ordinary course of business; (iv) the sale, transfer, loan or disposal in the ordinary course of trading of obsolete plant or machinery; (v) the creation by an Obligor or any member of the Group of a Permitted Security Interest; (vi) disposals of cash raised or borrowed for the purpose for which it was raised or borrowed; (vii) the repayment of any monies borrowed and the payment of any dividend or distribution; (viii) a distribution of surplus assets of a member of the Group which is an Obligor to another member of the Group which is an Obligorin liquidation or winding up not involving insolvency; (ivix) by a member the application of cash in the Group which is an Obligor to any other member acquisition of the Group of any machinery, raw materials and trading stock, for arm’s length consideration and commercial terms and for assets or services in the ordinary course of business trading of an Obligor or the relevant member of the Group; (vx) the disposal of receivables under receivables financing arrangements or securitisation arrangements, on commercial terms; (xi) disposals of property or assets otherwise than as permitted by paragraphs (i) to (x) of any cash for this Clause 20.13 during the purpose term of capital injections this Agreement so long as the aggregate book value of all such property or assets does not exceed 10 per cent. of the Total Consolidated Assets as shown in the latest audited consolidated financial statements of the Group, Provided that: (A) an Obligor shall ensure that it provides to be made by any member the Banks information setting out changes in the structure of the Group and the transfer, sale or disposal of property or assets by an Obligor or any Principal Subsidiary to another any of its own subsidiaries where the book value of the relevant assets is equal to or greater than euro 15,000,000 such information to be provided with the quarterly financial statements to be delivered under Clause 20.2 (Financial information); and (B) none of the above exceptions shall apply to the disposal by any person of a Principal Subsidiary to any person other than a member of the Group, which is for the ordinary course of business of the Group; (vi) by a member of the Group which is not an Obligor and not incorporated in the PRC to another member of the Group which is not an Obligor and not incorporated in the PRC; (vii) by a member of the Group which is incorporated in the PRC to another member of the Group which is incorporated in the PRC; (viii) of used, worn out, obsolete or surplus property by any Obligor in the ordinary course of business and the abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Obligors taken as a whole; or (ix) related to any amalgamation, demerger, merger or corporate reconstruction in compliance with Subclause 22.10 (Mergers).

Disposals. (a) Except as provided below, no member of the Group may, No Obligor shall (and the Company shall procure ensure that no other member of the Group will, either in ) enter into a single transaction or in a series of transactions and (whether related or not, not and whether voluntary or involuntary) to sell, transferlease, transfer or otherwise dispose of all or (each a “disposal”) any part of its present or future assetsasset. (b) Paragraph (a) above does not apply to any sale, transfer or disposal: (i) of stock made on arm’s length commercial terms and for reasonable consideration and in the ordinary course of trading of the disposing entity, provided that: (A) the higher of the market value and consideration receivable for such sale, transfer or disposal (when aggregated with the higher of the market value and consideration for any other sale, transfer or disposal allowed under this Subclause) does not exceed HK$350,000,000 or its equivalent, provided that the Company shall inform the Facility Agent of any such sale, transfer or disposal of which the higher of the market value and consideration receivable exceeds HK$200,000,000 or its equivalent within 30 days of the completion of such sale, transfer or disposal; and (B) no Default or Event of Default would occur as a result of such sale, transfer or disposal; (ii) of trading stock cash: (A) for the acquisition on arm’s length terms of assets permitted or cash, machinery, raw materials or required under this Agreement; or (B) for any other current assets made by any member of the Group in the ordinary course of trading of the Grouppurpose not prohibited under this Agreement; (iii) by a member constituting the creation of the Group which is an Obligor to another member any Security permitted under paragraph (d) of the Group which is an ObligorClause 22.4 (Negative pledge); (iv) by a member of an obsolete or redundant asset which is no longer required for the purposes of the Group which is an Obligor to any other member of the Group of any machinery, raw materials and trading stock, for arm’s length consideration and commercial terms and for the ordinary course of business of the Groupbusiness; (v) of any cash assets in exchange for the purpose of capital injections other assets comparable or superior as to be made by any member of the Group to another member of the Grouptype, which is for the ordinary course of business of the Groupvalue and quality and location; (vi) by a member of the Group which is not an Obligor and not incorporated in the PRC to another member of the Group which is not an Obligor and not incorporated in a wholly owned Subsidiary of the PRCParent; (vii) (where the interest of the Company in the transferee is no less than its interest in the transferor) by a member of the Group which is incorporated in the PRC to another a member of the Group which is incorporated in not a wholly owned Subsidiary of the PRCParent; (viii) where the market value (when aggregated with the market value of usedany other sale, worn outlease, obsolete or surplus property by any Obligor in the ordinary course of business and the abandonment transfer or other disposition disposal, other than any permitted under paragraphs (i) to (vii) above) does not exceed [***] per cent. of intellectual property that is, Total Assets in the reasonable judgment any financial year of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Obligors taken as a whole; or (ix) related approved by the Majority Lenders, (x) in respect of a Subsidiary which becomes a member of the Group after the date of this Agreement, of assets owned by that Subsidiary at the time of its acquisition during the 12 Month period following the acquisition of that Subsidiary, provided that each disposal is (except in any case referred to in paragraph (vi)) made on arm’s length terms for full market value and would not (in each case) have a Material Adverse Effect. *** Confidential material redacted and filed separately with the Commission. (c) Nothing in paragraphs (b)(i) to (v), (vii), (viii) or (ix) permits the disposal by any amalgamationmember of the Group of any shares in a Guarantor. (d) For the purposes of Clause 22.5(b)(vi), demergerAsturiana de Zinc, merger S.A. will be considered a wholly owned Subsidiary of the Parent provided the Parent directly or corporate reconstruction in compliance with Subclause 22.10 (Mergers).indirectly owns not less than 99.98 per cent. of the shares of Asturiana de Zinc, S.A.

Disposals. (a) Except as provided below, no member of the Group mayNo Obligor shall, and the Company shall procure that no other member of the Group will, without the prior written consent of the Agent acting on the instructions of the Majority Banks, either in a single transaction or in a series of transactions and transactions, whether related or notnot and whether voluntarily or involuntarily, sell, transfer, grant or lease or otherwise dispose of all or any substantial part of its present or future assets. (b) Paragraph (a) does not apply to any sale, transfer or disposalto: (ia) disposals made in the ordinary course of business of the disposing entity for market value on an arm’s 's length commercial terms and basis; (b) disposals from any member of the Group to any other member of the Group; (c) disposals of property or assets (excluding receivables) in exchange for reasonable consideration and other property or assets of a comparable type in value, made in the ordinary course of business; (d) the sale, transfer, loan or disposal in the ordinary course of trading of the disposing entity, provided that: (A) the higher of the market value and consideration receivable for such sale, transfer obsolete plant or disposal (when aggregated with the higher of the market value and consideration for any other sale, transfer or disposal allowed under this Subclause) does not exceed HK$350,000,000 or its equivalent, provided that the Company shall inform the Facility Agent of any such sale, transfer or disposal of which the higher of the market value and consideration receivable exceeds HK$200,000,000 or its equivalent within 30 days of the completion of such sale, transfer or disposal; and (B) no Default or Event of Default would occur as a result of such sale, transfer or disposalmachinery; (iie) of trading stock the creation by an Obligor or cash, machinery, raw materials or other current assets made by any member of the Group of a Permitted Security Interest; (f) disposals of cash raised or borrowed for the purpose for which it was raised or borrowed; (g) the repayment of any monies borrowed and the payment of any dividend or distribution; (h) a distribution of surplus assets of a member of the Group in liquidation or winding-up not involving insolvency; (i) the application of cash in the acquisition of assets or services in the ordinary course of trading of the Group; (iii) by a member of the Group which is an Obligor to another or the relevant member of the Group which is an Obligor; (iv) by a member of the Group which is an Obligor to any other member of the Group of any machinery, raw materials and trading stock, for arm’s length consideration and commercial terms and for the ordinary course of business of the Group; (vj) the disposal of receivables under receivables financing arrangements or securitisation arrangements, on commercial terms; (k) disposals of property or assets otherwise than as permitted by paragraphs (a) to (j) of any cash for this Clause 17.13 during the purpose term of capital injections this Agreement so long as the aggregate book value of all such property or assets does not exceed 10 per cent. of the Total Consolidated Assets as shown in the latest audited consolidated financial statements of the Group, (i) an Obligor shall ensure that it provides to be made by any member the Banks information setting out changes in the structure of the Group and the transfer, sale or disposal of property or assets by an Obligor or any Principal Subsidiary to another any of its own subsidiaries where the book value of the relevant assets is equal to or greater than CHF20,000,000, such information to be provided with the quarterly financial statements to be delivered under Clause 17.2, and (ii) none of the above exceptions shall apply to the disposal by any person of a Principal Subsidiary to any person other than a member of the Group, which is for the ordinary course of business of the Group; (vi) by a member of the Group which is not an Obligor and not incorporated in the PRC to another member of the Group which is not an Obligor and not incorporated in the PRC; (vii) by a member of the Group which is incorporated in the PRC to another member of the Group which is incorporated in the PRC; (viii) of used, worn out, obsolete or surplus property by any Obligor in the ordinary course of business and the abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Obligors taken as a whole; or (ix) related to any amalgamation, demerger, merger or corporate reconstruction in compliance with Subclause 22.10 (Mergers).

Disposals. (a) Except as provided below, no member of the Group may, No Obligor shall (and the Company shall procure ensure that no other member of the Group will, either in ) enter into a single transaction or in a series of transactions and (whether related or not, not and whether voluntary or involuntary) to sell, transferlease, transfer or otherwise dispose of all or (each a "disposal") any part of its present or future assetsasset. (b) Paragraph (a) above does not apply to any sale, transfer or disposal: (i) of stock made on arm’s length commercial terms and for reasonable consideration and in the ordinary course of trading of the disposing entity, provided that: (A) the higher of the market value and consideration receivable for such sale, transfer or disposal (when aggregated with the higher of the market value and consideration for any other sale, transfer or disposal allowed under this Subclause) does not exceed HK$350,000,000 or its equivalent, provided that the Company shall inform the Facility Agent of any such sale, transfer or disposal of which the higher of the market value and consideration receivable exceeds HK$200,000,000 or its equivalent within 30 days of the completion of such sale, transfer or disposal; and (B) no Default or Event of Default would occur as a result of such sale, transfer or disposal; (ii) of trading stock cash: LD885224/33 (A) for the acquisition on arm's length terms of assets permitted or cash, machinery, raw materials or required under this Agreement; or (B) for any other current assets made by any member of the Group in the ordinary course of trading of the Grouppurpose not prohibited under this Agreement; (iii) by a member constituting the creation of the Group which is an Obligor to another member any Security permitted under paragraph (d) of the Group which is an ObligorClause 23.4 (Negative pledge); (iv) by a member of an obsolete or redundant asset which is no longer required for the purposes of the Group which is an Obligor to any other member of the Group of any machinery, raw materials and trading stock, for arm’s length consideration and commercial terms and for the ordinary course of business of the Groupbusiness; (v) of any cash assets in exchange for the purpose of capital injections other assets comparable or superior as to be made by any member of the Group to another member of the Grouptype, which is for the ordinary course of business of the Groupvalue and quality and location; (vi) by a member of the Group which is not an Obligor and not incorporated in the PRC to another member of the Group which is not an Obligor and not incorporated in a wholly owned Subsidiary of the PRCParent; (vii) (where the interest of the Company in the transferee is no less than its interest in the transferor) by a member of the Group which is incorporated in the PRC to another a member of the Group which is incorporated in not a wholly owned Subsidiary of the PRCParent; (viii) where the market value (when aggregated with the market value of usedany other sale, worn outlease, obsolete or surplus property by any Obligor in the ordinary course of business and the abandonment transfer or other disposition disposal, other than any permitted under paragraphs (i) to (vii) above) does not exceed 10 per cent. of intellectual property that is, Total Assets in the reasonable judgment any financial year of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Obligors taken as a whole; or (ix) related approved by the Majority Lenders; or (x) in respect of a Subsidiary which becomes a member of the Group after the date of this Agreement, of assets owned by that Subsidiary at the time of its acquisition during the 12 month period following the acquisition of that Subsidiary, provided that each disposal is (except in any case referred to in paragraph (vi)) made on arm's length terms for full market value and would not (in each case) have a Material Adverse Effect. (c) Nothing in paragraphs (b)(i) to (v), (vii), (viii) or (ix) permits the disposal by any amalgamationmember of the Group of any shares in a Guarantor. (d) For the purposes of Clause 23.5(b)(vi), demergerAsturiana de Zinc, merger S.A. will be considered a wholly owned Subsidiary of the Parent provided the Parent directly or corporate reconstruction in compliance with Subclause 22.10 (Mergers).indirectly owns not less than 99.98 per cent. of the shares of Asturiana de Zinc, S.A.

Disposals. (a) Except as provided in paragraph (b) below, no member of the Group may, Obligor shall (and the Company shall procure ensure that no other member of the Group will, either in ) whether by a single transaction or in a series of transactions and (whether related or not, not and whether voluntary or involuntary) sell, transferlease, transfer or otherwise dispose of all or any part of its present or future assetsasset (each a "Disposal"). (b) Paragraph (a) above does not apply to any sale, transfer or disposalDisposal: (i) made on arm’s length commercial terms and for reasonable consideration and in the ordinary course of trading day-to-day business of the disposing entity, provided that: entity (A) which expression shall not include the higher Disposal of the market value and consideration receivable for such sale, transfer or disposal (when aggregated with the higher of the market value and consideration for any other sale, transfer or disposal allowed under this Subclause) does not exceed HK$350,000,000 or its equivalent, provided that the Company shall inform the Facility Agent of any such sale, transfer or disposal of which the higher of the market value and consideration receivable exceeds HK$200,000,000 or its equivalent within 30 days of the completion of such sale, transfer or disposal; and (B) no Default or Event of Default would occur as a result of such sale, transfer or disposalRetail Asset); (ii) of trading stock assets which are exchanged for other assets of similar or cashsuperior type or where all or part of the net proceeds (calculated, machinerymutatis mutandis, raw materials on the same basis as Net Proceeds) (or other current assets made by an equivalent amount) are, or are committed to be, applied in the purchase, refurbishment or improvement of any Extended Retail Asset, in each case, Back to Contents within the period of 6 months following receipt of the proceeds of that Disposal and where the balance (if any) of such net proceeds (or equivalent amount) not so applied or committed is attributed to, or applied pursuant to, another paragraph or paragraphs of this Clause 22.4(b); (iii) where any member of the Group has applied funds in the ordinary course purchase, refurbishment or improvement of trading any Extended Retail Asset, in each case, within the period of 6 months prior to the receipt of the Group; (iii) by a member proceeds of that Disposal where the Group which amount so applied is an Obligor at least equal to the proceeds of that Disposal or, to the extent it is less than the proceeds of that Disposal, the balance is attributed to, or applied pursuant to, another member paragraph or paragraphs of the Group which is an Obligorthis Clause 22.4(b); (iv) by a member at arm's length of the Group assets which is an Obligor to any other member of the Group of any machinery, raw materials and trading stock, for arm’s length consideration and commercial terms and for the ordinary course of business of the Groupare obsolete; (v) which constitutes the payment of any cash for the any purpose of capital injections to be made not prohibited by any Finance Document; (vi) by any member of the Group to another member of the Group; (vii) in connection with, or for the purpose of, or as a consequence of, the Separation; (viii) which constitutes any short term investment of funds not immediately required in the Group's business and the realisation of those investments; (ix) which constitutes the making of a lawful distribution; (x) where an amount equal to the Net Proceeds thereof (or such smaller amount having regard to other Disposals which are permitted to be made pursuant to the other paragraphs of this Clause 22.4(b)) is for used in or towards making a prepayment and cancellation of Facility A under Clause 8.4 (Disposals) or, following the prepayment and cancellation in full of Facility A, towards prepayment and cancellation of such other Facility as the Company may decide; (xi) by the granting of any lease, licence or any other right over real property on arm's length terms and in the ordinary course of business of the Groupdisposing entity; (vixii) by a member of to which the Group which is not an Obligor and not incorporated in the PRC to another member of the Group which is not an Obligor and not incorporated in the PRC; (vii) by a member of the Group which is incorporated in the PRC to another member of the Group which is incorporated in the PRC; (viii) of used, worn out, obsolete or surplus property by any Obligor in the ordinary course of business and the abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Obligors taken as a wholeMajority Lenders have consented; or (ixxiii) related in a financial year, in addition to any amalgamationDisposal permitted under paragraphs (i) to (xii) (inclusive) above, demergerwhich relates to an asset which does not (or assets which do not) together with other Disposals made under or attributed to this paragraph (xiii) in that financial year, merger or corporate reconstruction generate, in compliance aggregate, net proceeds in excess of 5 per cent. of Consolidated Gross Assets (where Consolidated Gross Assets is, for the purposes of this provision, based on Consolidated Gross Assets as calculated for the financial year of the Company immediately prior to the financial year in which such Disposal is made), provided that in the case of paragraphs (ii) and (iii) above, there shall be no double counting with Subclause 22.10 respect to an application made prior to a Disposal and an application made following a Disposal. For the purposes of paragraph (Mergers).xiii) above Consolidated Gross Assets shall, prior to the receipt of the first consolidated financial statements required to be delivered pursuant to Clause 20.1 (Financial statements) be calculated, by reference to the Initial Financial Statements. Back to Contents

Disposals. (a) Except as provided below, no member of the Group may, The Issuer shall not (and the Company shall procure ensure that no other member of the Group will, either in ) enter into a single transaction or in a series of transactions and (whether related or not, not and whether voluntary or involuntary) to sell, transferlease, transfer or otherwise dispose of all or any part of its present or future assetsasset (an "Asset Disposition"). (b) Paragraph (a) above does not apply to any sale, transfer or disposalAsset Disposition: (i) made on arm’s length commercial terms and for reasonable consideration and in the ordinary course of trading of the disposing entity, provided that: (A) among the higher of the market value Issuer and consideration receivable for such sale, transfer any Guarantor or disposal (when aggregated with the higher of the market value and consideration for any other sale, transfer or disposal allowed under this Subclause) does not exceed HK$350,000,000 or its equivalent, provided that the Company shall inform the Facility Agent of any such sale, transfer or disposal of which the higher of the market value and consideration receivable exceeds HK$200,000,000 or its equivalent within 30 days of the completion of such sale, transfer or disposal; and (B) no Default by a Subsidiary that is not a Guarantor to the Issuer or Event of Default would occur as a result of such sale, transfer or disposalGuarantor; (ii) of trading stock or cash, machinery, raw materials or other current assets made by any member of the Group in the ordinary course of trading of the Group; (iii) by a member of the Group which is an Obligor to another member of the Group which is an Obligor; (iv) by a member of the Group which is an Obligor to any other member of the Group of any machinery, raw materials and trading stock, for arm’s length consideration and commercial terms and for the ordinary course of business of the Grouprelevant member of the Group (including pursuant to debt-for-equity exchanges or conversions); (iii) [reserved]; (iv) of assets in exchange for other assets comparable or superior as to type, value and quality; (v) of any cash for the purpose of capital injections to be made by any member of the Group to another member of the Group, which is for the ordinary course of business of the Groupeffected in connection with an Acquisition permitted under Condition 11.10 (Acquisitions); (vi) by a member of the Group which is not an Obligor and not incorporated effected in the PRC to another member of the Group which is not an Obligor and not incorporated in the PRCconnection with Qualified Securitisation Transactions; (vii) by a member of the Group which is incorporated effected in the PRC to another member of the Group which is incorporated in the PRCconnection with Sale and Leaseback Transactions; (viii) to or from, or which constitutes an investment in, a Permitted Joint Venture if not prohibited by Condition 11.11 (Joint Ventures); (ix) of used, worn out, obsolete or surplus property by any Obligor redundant assets; (x) of cash; (xi) comprising a payment of dividend in the ordinary course of business and to the abandonment extent permitted by law and the terms of these Conditions; (xii) arising as a result of any circumstance set out in Condition 11.4(b) (Negative Pledge); (xiii) of Cash Equivalent investments for cash or in exchange for other disposition Cash Equivalent investments of intellectual property comparable or superior value and quality provided that isif the Cash Equivalent investments being sold, leased, transferred or otherwise disposed of are, or are expressed to be, subject to Security the Cash Equivalent investments being acquired in exchange must be subject to equivalent Security; (xiv) of receivables in connection with any Qualified Receivables Financing; (xv) made in accordance with the reasonable judgment MIP; (xvi) of assets having a Fair Market Value of less than U.S.$5 million, provided that the aggregate amount of the CompanyFair Market Value of all assets sold, no longer economically practicable leased, transferred or otherwise disposed of pursuant to maintain or useful this Condition 11.5(b)(xvi) shall not exceed U.S.$20 million in the conduct each financial year of the business 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 disposal are applied by the Issuer or a Subsidiary in accordance with the Governance Principles, within 365 days after the receipt of such Net Proceeds, to: (A) make a capital expenditure; (B) acquire all or substantially all of the Obligors taken assets 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; (C) acquire other assets that are not classified as a wholecurrent assets under IFRS and such acquisition is otherwise not prohibited by the Trust Deed; (D) redeem Notes or purchase Notes; or (ixE) related any combination of the foregoing. (c) Any Net Proceeds from any Asset Disposition made pursuant to Condition 11.5(b)(xvii) but not applied in accordance with Condition 11.5(b)(xvii) shall constitute "Excess Proceeds". When the aggregate amount of 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 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 amalgamationAsset Disposition Offer will be equal to 100% of the principal amount, demergerplus accrued and unpaid interest to the date of purchase, merger prepayment or corporate reconstruction redemption, and will be payable in compliance 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 Subclause 22.10 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. (Mergers)d) The Issuer and the Guarantors will comply, to the extent applicable, with the requirements of applicable securities laws or regulations in connection with the repurchase of Notes pursuant to this Condition 11.5. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Condition 11.5, the Issuer and the Guarantors will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under the covenant described hereunder by virtue thereof.

Disposals. (a) Except as provided below, no member of the Group may, and the Company shall procure that no member of the Group will, either in a single transaction or in a series of transactions and whether related or not, sell, transfer, or otherwise dispose of all or any part of its present or future assets. (b) Paragraph Except as provided below, paragraph (a) does not apply to any sale, transfer or disposal: (i) made on arm’s length commercial terms and for reasonable consideration and of Intellectual Property Rights in the ordinary course of trading of the disposing entity; (ii) of assets other than Intellectual Property Rights made in the ordinary course of business of the disposing entity; (iii) of assets in exchange for other assets comparable or superior as to type, provided thatvalue and quality; (iv) where: (A) the proceeds of the disposal are used within six months of that disposal for the purchase (free from any Security Interest) of an asset to replace directly the asset the subject of that disposal where the purchased asset has a market value at least equal to the value of the asset which is subject to the disposal; and (B) prior to the disposal, the Parent has notified the Facility Agent that the proceeds are to be so used; (v) of an asset which is obsolete for the purpose for which such an asset is normally utilised; (vi) to an Obligor, or by a member of the Group which is not an Obligor, to another such member of the Group; (vii) of cash or cash equivalents on terms not otherwise prohibited by this Agreement; or (viii) where the higher of the market value and or consideration receivable for such sale, transfer or disposal (when aggregated with the higher of the market value and or consideration for any other sale, transfer or disposal not allowed under this Subclausethe preceding sub-paragraphs) does not exceed HK$350,000,000 or its equivalent, provided that the Company shall inform the Facility Agent of any such sale, transfer or disposal of which the higher of the market value and consideration receivable exceeds HK$200,000,000 US$20,000,000 or its equivalent within 30 days in any financial year of the completion of such sale, transfer or disposal; andParent. (Bc) no Default or Event of Default would occur as a result of such sale, transfer or disposal; Paragraph (iib) of trading stock or cash, machinery, raw materials or other current assets made by does not permit any member of the Group in the ordinary course of trading of the Group; (iii) by a member of the Group which is an Obligor to another member of the Group which is an Obligor; (iv) by a member of the Group which is an Obligor to any other member of the Group disposal of any machinery, raw materials and trading stock, for arm’s length consideration and commercial terms and for the ordinary course of business of the Group; (v) of any cash for the purpose of capital injections to be made by any member of the Group to another member of the Group, which is for the ordinary course of business of the Group; (vi) by a member of the Group which is not an Obligor and not incorporated in the PRC to another member of the Group which is not an Obligor and not incorporated in the PRC; (vii) by a member of the Group which is incorporated in the PRC to another member of the Group which is incorporated in the PRC; (viii) of used, worn out, obsolete Target Assets or surplus property by any Obligor in the ordinary course of business and the abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Obligors taken as a whole; or (ix) related to any amalgamation, demerger, merger or corporate reconstruction in compliance with Subclause 22.10 (Mergers)Xxx Lilly Assets.

Disposals. (a) Except as provided below, no member of the Group mayNo Obligor shall, and the Company shall procure that no other member of the Group will, either in a single transaction or in a series of transactions and transactions, whether related or notnot and whether voluntarily or involuntarily, sell, transfer, lease, licence or otherwise dispose of all or any substantial part of its present or future assets. (b) Paragraph Without prejudice to Clause 29.6 (Guarantor cover), paragraph (a) does not apply to any sale, transfer or disposalto: (i) any disposal made on arm’s length commercial terms and for reasonable consideration and in the ordinary course of trading of the disposing entityentity (which, provided that: (A) for the higher avoidance of doubt, shall exclude any disposal of any Subsidiary of the market value and consideration receivable for such sale, transfer or disposal (when aggregated with the higher of the market value and consideration for any other sale, transfer or disposal allowed under this Subclause) does not exceed HK$350,000,000 or its equivalent, provided that the Company shall inform the Facility Agent of any such sale, transfer or disposal of which the higher of the market value and consideration receivable exceeds HK$200,000,000 or its equivalent within 30 days of the completion of such sale, transfer or disposal; and (B) no Default or Event of Default would occur as a result of such sale, transfer or disposalCompany); (ii) of trading stock or cash, machinery, raw materials or other current assets made by any member of the Group in the ordinary course of trading of the Group; (iii) by a member of the Group which is an Obligor to another member of the Group which is an Obligor; (iv) by a member of the Group which is an Obligor to any other member of the Group of any machinery, raw materials and trading stock, for arm’s length consideration and commercial terms and for the ordinary course of business of the Group; (v) of any cash for the purpose of capital injections to be disposal made by any member of the Group to another an Obligor; (iii) any disposal made by any member of the Group, which is for Group (the ordinary course of business of the Group; (vitransferor) by to a member of the Group which is not an Obligor and not incorporated (the transferee), provided that the percentage ownership of the Company in the PRC to another member transferee is no less than the percentage ownership of the Group which is not an Obligor and not incorporated Company in the PRCtransferor; (iv) any disposal made with the prior written consent of the Majority Banks; (v) any disposal on arm’s length normal commercial terms of obsolete or redundant assets; (vi) subject to Clause 20.7 (Acquisitions), the payment of cash as consideration for the acquisition of any asset on normal commercial terms; (vii) the making, servicing and repayment of loans by a one Group member to another and the payment of the Group which is incorporated cash dividends in the PRC to another member of the Group which is incorporated in the PRCordinary course; (viii) the temporary application of used, worn out, obsolete or surplus property by any Obligor funds not immediately required in the ordinary course of relevant person’s business and the abandonment or other disposition of intellectual property that is, in the reasonable judgment purchase of Consolidated Cash and Cash Equivalents (other than in respect of paragraph (a) of the Company, no longer economically practicable to maintain definition of that term) or useful in the conduct realisation of the business of the Obligors taken as a whole; orConsolidated Cash and Cash Equivalent; (ix) related the application of the proceeds of an issue of securities (whether equity or debt) for the purpose stated in the prospectus or other offering document relating to that issue; (x) the disposal of fixed assets in exchange for (or the sale of assets on normal commercial terms for cash which is to be, and is, applied within three months in or toward the purchase of) other fixed assets comparable or superior as to type, value and quality; (xi) the granting by the Company of licences in respect of its Intellectual Property Rights to any amalgamationother member of the Group, demergerprovided that any such licence shall terminate on any such person ceasing to be a member of the Group; (xii) the granting of licences on an arm’s length basis to use any Intellectual Property Rights, merger whether registered or corporate reconstruction unregistered; (xiii) disposals of any income shares of £0.01 each in compliance WWUK (Income Shares) for the purpose of combining those Income Shares with Subclause 22.10 the ordinary shares of euro 0.06 each in the Company (MergersOrdinary Shares) which have not been combined with Income Shares to form stock units (each comprising one Ordinary Share and one Income Share); (xiv) the sale and leaseback transaction involving Xxxxxxxxx referred to in Clause 20.4(b) (Transactions similar to security); (xv) planned disposals listed in Schedule 7 (Permitted Disposals); (xvi) disposals where the net proceeds are applied in prepayment of the Facilities and the U.S. Private Placement pro rata in accordance with Clause 8.6 (Mandatory prepayments-disposals), provided such disposals are made an arm’s length commercial terms; (xvii) disposals of cash where such disposal is not otherwise prohibited by the terms of this Agreement; (xviii) disposals of Consolidated Cash and Cash Equivalents in exchange for other Consolidated Cash and Cash Equivalents; (xix) disposals arising as a result of any Security Interest permitted by Clause 20.3 (Negative pledge); and (xx) any other disposal of assets otherwise than to any member of the Group during any financial year of the Company provided that the aggregate book value of all such assets does not exceed euro 1,000,000 (or its equivalent in other currencies). (c) Notwithstanding paragraph (b) above, no Obligor may dispose of any asset which is purported to be subject to fixed or specific security under any Security Document without the prior written consent of the Agent. This shall not, however, apply to cash held in bank accounts unless they are expressed to be blocked accounts (or otherwise disposal is restricted) on the terms of the relevant Security Document, shall not apply to the disposal of any of the assets listed in Schedule 7 (Permitted Disposals) and shall not apply to the granting of any licences under paragraphs (xi) and (xii) above.

Disposals. (a) Except as provided belowNo Obligor shall (and each Obligor shall ensure that none of its Subsidiaries will), no member of the Group may, and the Company shall procure that no member of the Group will, either in enter into a single transaction or in a series of transactions and (whether related or not, ) and whether voluntary or involuntary to sell, transferlease, transfer or otherwise dispose of all or any part of its present or future assetsasset. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal: (i) which is made on arm’s 's length commercial terms and for reasonable consideration and fair market value in the ordinary course of trading or business of the disposing entity, provided that: (A) the higher of the market value and consideration receivable for such sale, transfer or disposal (when aggregated with the higher of the market value and consideration for any other sale, transfer or disposal allowed under this Subclause) does not exceed HK$350,000,000 or its equivalent, provided that the Company shall inform the Facility Agent of any such sale, transfer or disposal of which the higher of the market value and consideration receivable exceeds HK$200,000,000 or its equivalent within 30 days of the completion of such sale, transfer or disposal; and (B) no Default or Event of Default would occur as a result of such sale, transfer or disposal; (ii) of trading stock or cash, machinery, raw materials or other current assets made by any member of the Group in the ordinary course of trading of the Groupwhich are obsolete; (iii) by a member of the Group which is an made from any Obligor to another member of the Group which is an Obligor; (iv) by a member of the Group which is an made from any Obligor to any other member of the Group of any machinery, raw materials and trading stock, for arm’s length consideration and commercial terms and for the ordinary course of business of the Group; (v) of any cash for the purpose of capital injections to be made by any member of the Group to another member of the Group, which is for the ordinary course of business of the Group; (vi) by a wholly-owned subsidiary being a member of the Group which is not an Obligor Obligor, provided that the fair market value of the assets to be disposed of does not, when aggregated with the fair market value of all other assets disposed of pursuant to this paragraph (b)(iv) exceed EUR 5,000,000 (or its equivalent in any other currency or currencies); (v) of assets in exchange for other assets comparable or superior as to type, value and quality; (vi) which is a Permitted Affiliate Transaction; (vii) made in connection with the granting of a non-exclusive licence to use any Intellectual Property owned by members of the Group provided that any such licences do not incorporated prohibit any of the member of the Group from using any Intellectual Property which is material to its business; (viii) made with the prior written consent of the Majority Lenders; (ix) of non-core assets which is made on arm's length terms and for fair market value provided that the consideration receivable (when aggregated with the consideration receivable for any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to above) does not exceed EUR 5,000,000 (or its equivalent in the PRC another currency or currencies) in any financial year; (x) of cash other than by way of a payment to another any 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 its equivalent in another currency or currencies) shall be permitted, and provided that such disposal is not incorporated in the PRC; (vii) otherwise prohibited by a member of the Group which is incorporated in the PRC to another member of the Group which is incorporated in the PRC; (viii) of used, worn out, obsolete or surplus property by any Obligor in the ordinary course of business and the abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Obligors taken as a wholethis Agreement; or (ixxi) related to any amalgamation, demerger, merger or corporate reconstruction in compliance with Subclause 22.10 (Mergers)of Cash Equivalent Investments on arms' length terms.

Disposals. (a) Except as provided below, no member of the Group may, and the Company shall procure that no member of the Group will, either in a single transaction or in a series of transactions and whether related or not, sell, transfer, or otherwise dispose of all or any part of its present or future assets. (b) Paragraph (a) does not apply to any sale, transfer or disposal: (i) made on arm’s length commercial terms and for reasonable consideration and in the ordinary course of trading business of the disposing entity; (ii) of assets in exchange for other assets comparable or superior as to type, provided thatvalue and quality; (iii) by a member of the Group incorporated in Italy where the aggregate book value exceeds €16,000,000 which have the prior written consent of the Lenders; (iv) by members of the Group where the aggregate book value is less than €50,000,000; (v) between or among members of the Group; (vi) the Parent and its Subsidiaries (other than the Receivables Entity) may sell assets (other than the Equity Interests of any Subsidiary or joint venture), so long as: (A) no Event of Default then exists or would result therefrom; (B) each such sale is in an arm’s-length transaction and the Parent or the respective Subsidiary receives at least fair market value (as determined in good faith by the Parent or such Subsidiary, as the case may be); (C) the total consideration received by the Parent or such Subsidiary is at least 70% cash and is paid at the time of the closing of such sale; (D) the Net Proceeds therefrom are applied and/or reinvested as (and to the extent) required by section 4.02(c) of the EnerSys Capital Credit Agreement; and (E) the aggregate amount of the proceeds received from all assets sold pursuant to this Subclause (A) above shall not exceed US$10,000,000 in any fiscal year of the Parent; (vii) each of the Parent and its Subsidiaries (other than the Receivables Entity) may grant leases or subleases to other persons not materially interfering with the conduct of the business of the Parent or any of its Subsidiaries; (viii) on and after the Accounts Receivable Facility Transaction Date, the Receivables Sellers may: (A) contribute cash to the Receivables Entity the proceeds of which are used to acquire Accounts Receivable Facility Assets from the Receivables Sellers; and (B) transfer and reacquire Accounts Receivable Facility Assets to and from the Receivables Entity, in each case pursuant to, and in accordance with the terms of, the Accounts Receivable Facility Documents; (ix) on and after the Accounts Receivable Facility Transaction Date, the Receivables Entity may transfer and reacquire Accounts Receivable Facility Assets (to the extent acquired from the Receivables Sellers as provided in Subclause (viii) above) pursuant to, and in accordance with the terms of, the Accounts Receivable Facility Documents; (x) the Parent and its Subsidiaries (other than the Receivables Entity) may sell or otherwise dispose of Designated Assets, so long as: (A) no Default or Event of Default then exists or would result therefrom; (B) each such sale is in an arm’s-length transaction and the Parent or the respective Subsidiary receives at least fair market value (as determined in good faith by the Parent or such Subsidiary, as the case may be); and (C) the aggregate amount of the Net Proceeds received from the sale or other disposition of such Designated Assets does not exceed US$5,000,000 (it being understood, however, that if the Net Proceeds from the sale or other disposition of Designated Assets exceeds US$5,000,000, such excess may be independently permitted pursuant to Subclause (vi) above); or (xi) where the higher of the market value and consideration receivable for such sale, transfer or disposal (when aggregated with the higher of the market value and consideration for any other sale, transfer or disposal not allowed under this Subclausethe preceding sub-paragraphs) does not exceed HK$350,000,000 or its equivalent, provided that the Company shall inform the Facility Agent of any such sale, transfer or disposal of which the higher of the market value and consideration receivable exceeds HK$200,000,000 €15,000,000 or its equivalent within 30 days in any financial year of the completion of such sale, transfer or disposal; and Company (Bexcluding (i) no Default or Event of Default would occur as a result of such sale, transfer or disposal; intra-group transactions and (ii) of trading stock or cash, machinery, raw materials or other current assets made disposals by any member members of the Group incorporated in Italy above the ordinary course threshold of trading of the Group; €16,000,000, as permitted under Subclause (iii) by a member of the Group which is an Obligor to another member of the Group which is an Obligor;above). (ivc) by a member For the avoidance of the Group which doubt, Holdings is permitted to acquire its own Holdings Common Stock up to an Obligor to any other member of the Group of any machinery, raw materials and trading stock, for arm’s length consideration and commercial terms and for the ordinary course of business of the Group; (v) of any cash for the purpose of capital injections to be made by any member of the Group to another member of the Group, which is for the ordinary course of business of the Group; (vi) by a member of the Group which is aggregate amount not an Obligor and not incorporated in the PRC to another member of the Group which is not an Obligor and not incorporated in the PRC; (vii) by a member of the Group which is incorporated in the PRC to another member of the Group which is incorporated in the PRC; (viii) of used, worn out, obsolete or surplus property by any Obligor in the ordinary course of business and the abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Obligors taken as a whole; or (ix) related to any amalgamation, demerger, merger or corporate reconstruction in compliance with Subclause 22.10 (Mergers)exceeding US$15,000,000.

Disposals. (a) Except as provided below, no member of the Group may, and the Company shall procure that no member of the Group will, either in a single transaction or in a series of transactions and whether related or not, sell, transfer, or otherwise dispose of: (i) any shares in any member of the Group; (ii) all or any part of its present or future assets. (b) Paragraph (aa)(i) does not apply to any saledisposal where all shares owned by any member of the Group in a Subsidiary are disposed of at the time of the disposal and, transfer or disposaleither: (i) the Net Proceeds of such disposal are applied promptly in prepayment of the Facilities to the extent required by and in accordance with Clause 11.4 (Mandatory prepayment - Disposals and Share Disposals); or (ii) the disposal is: (A) a disposal of shares in a Subsidiary which is not a Material Subsidiary, and (B) a disposal of shares to a wholly-owned Subsidiary of the Company, and (C) (if the member of the Group disposing of the shares is an Obligor) a disposal of shares to another Obligor, and (if the shares being disposed of are secured under this Agreement), immediately upon completion of the disposal security at least equivalent to that over such shares existing in favour of the Facility Agent immediately prior to their disposal is created in favour of the Facility Agent, in form and substance satisfactory to the Facility Agent. (c) Paragraph (a)(ii) does not apply to: (i) any disposal of all or part of Felsted for Cash; (ii) any disposal made on arm’s length commercial terms and for reasonable consideration and in the ordinary course of trading of the disposing entity, provided that: (A) the higher of the market value and consideration receivable for such sale, transfer or disposal (when aggregated with the higher of the market value and consideration for any other sale, transfer or disposal allowed under this Subclause) does not exceed HK$350,000,000 or its equivalent, provided that the Company shall inform the Facility Agent of any such sale, transfer or disposal of which the higher of the market value and consideration receivable exceeds HK$200,000,000 or its equivalent within 30 days of the completion of such sale, transfer or disposal; and (B) no Default or Event of Default would occur as a result of such sale, transfer or disposal; (ii) of trading stock or cash, machinery, raw materials or other current assets made by any member of the Group in the ordinary course of trading of the Group; (iii) by a member any disposal of the Group which is an Obligor assets in exchange for other assets comparable or superior as to another member of the Group which is an Obligortype, value and quality; (iv) by a member of the Group which is an Obligor to any other member of the Group of any machinery, raw materials and trading stock, for arm’s length consideration and commercial terms and for the ordinary course of business of the Group; (v) of any cash for the purpose of capital injections to be made by any disposal from one member of the Group to another member of the Group, which Group provided that (A) if immediately prior to such disposal security is for provided over such assets to the ordinary course of business Facility Agent pursuant to the terms of the GroupSecurity Documents, like security shall be provided in a manner satisfactory to the Facility Agent over such assets in favour of the Facility Agent, and (B) where the member of the Group effecting such disposal is an Obligor, the member of the Group to whom the assets are disposed of shall also be an Obligor; (v) any disposal of Cash or Cash Equivalents; (vi) by any disposal of obsolete assets which are no longer required for the purpose of the disposing entity’s business; (vii) any disposal on arm’s length terms to a joint venture to which a member of the Group is a party and in which is not an Obligor and not incorporated in the PRC to another relevant member of the Group which is not an Obligor and not incorporated in the PRC; (vii) by has management control or owns a member majority of the Group which is incorporated in the PRC to another member of the Group which is incorporated in the PRCvoting rights and issued share capital; (viii) any disposal where the Net Proceeds of used, worn out, obsolete or surplus property by any Obligor that disposal are applied promptly in the ordinary course of business and the abandonment or other disposition of intellectual property that is, in the reasonable judgment prepayment of the Company, no longer economically practicable Facilities to maintain or useful the extent required by and in the conduct of the business of the Obligors taken as a wholeaccordance with Clause 11.4 (Mandatory prepayment - Disposals and Share Disposals); or (ix) related any disposal where the Net Proceeds (when aggregated with the Net Proceeds for any other disposal not allowed under the preceding sub-paragraphs) does not exceed £5,000,000 or its equivalent in any financial year of the Company. (d) No member of the Group shall enter into any option or similar arrangement under which a person has a present or contingent right to require a member of the Group to sell or otherwise dispose of any amalgamationmaterial property or interest in property where such disposal would be prohibited by the provisions of this Clause 23.6. (e) Notwithstanding the rest of this Clause 23.6 (Disposals), demergerno member of the Group may make a disposal, merger as referred to in paragraph (a) above, which is also a disposal of a Material Subsidiary or corporate reconstruction a business which if comprised in compliance an entity would in consequence have been a Material Subsidiary, except to the extent that the Company has delivered to the Facility Agent in form and substance satisfactory to the Facility Agent a certificate signed by two authorised signatories of the Company certifying that the directors of the Company reasonably believe that, if the relevant disposal occurred, the financial covenants contained in Clause 22 (Financial covenants) will be complied with Subclause 22.10 when tested for each of the four Measurement Periods succeeding such Measurement Period. (Mergersf) Notwithstanding the rest of this Clause 23.6 (Disposals), no member of the Group may make a disposal, as referred to in paragraph (a) above, other than for Cash consideration payable in full at completion of the disposal, save that up to 20 per cent. (for three months only from the date of this Agreement) and from then on 15 per cent. of the consideration relating to a disposal may be deferred or in the form of non-Cash consideration.

Disposals. (a) Except as provided belowSubject to paragraph (b) of this Clause 23.7, no member of the Group may, Company shall not (and the Company shall procure ensure that no member none of its Subsidiaries and (if the Acquisition of BidCo Date has not occurred but BidCo becomes a Guarantor, during the period from the date that BidCo becomes a Guarantor until BidCo first becomes a Subsidiary of the Group willCompany (if such occurs)) none of BidCo and its Subsidiaries shall), either in without the prior written consent of the Majority Lenders (such consent not to be unreasonably withheld or delayed), enter into a single transaction or in a series of transactions and (whether related or not, ) and whether voluntary or involuntary to sell, transferlease, transfer or otherwise dispose of all its assets or any a substantial part of its present assets representing more than 5 per cent. in aggregate of the total consolidated assets of the Group, calculated by reference to (x) the latest consolidated financial statements of the Company, delivered pursuant to paragraph (a)(i) of Clause 21.1 (Financial statements) or future assets.(ii) during the period in which a Compliance Certificate is delivered pursuant to Clause 21.2(c), the figures provided in such Compliance Certificate, unless (i) full value for such assets is received by the Company or its Subsidiaries; and (ii) an amount equal to the net proceeds of any such sale, lease, transfer or other disposal is reinvested within twelve months of receipt by the Company or its Subsidiaries in the business of the Group; (b) Paragraph (a) of this Clause 23.7 does not apply to any sale, lease, transfer or disposalother disposal of assets: (i) made on arm’s length commercial terms and for reasonable consideration and in the ordinary course of trading of the disposing entity, provided that: (A) the higher of the fair market value and consideration receivable for such sale, transfer or disposal (when aggregated with the higher of the market value and consideration for any other sale, transfer or disposal allowed under this Subclause) does not exceed HK$350,000,000 or its equivalent, provided that the Company shall inform the Facility Agent of any such sale, transfer or disposal of which the higher of the market value and consideration receivable exceeds HK$200,000,000 or its equivalent within 30 days of the completion of such sale, transfer or disposal; and (B) no Default or Event of Default would occur as a result of such sale, transfer or disposal; (ii) of trading stock or cash, machinery, raw materials or other current assets made by any member of the Group in the ordinary course of trading of the Group; (iii) by a member of the Group which is an Obligor to another member of the Group which is an Obligor; (iv) by a member of the Group which is an Obligor to any other member of the Group of any machinery, raw materials and trading stock, for arm’s length consideration and commercial terms and for the ordinary course of business of the Groupdisposing entity; (vii) in respect of any cash for the purpose of capital injections to be made by Permitted Securitisation; (iii) from any member of the Group to another member of the GroupGroup on arm’s length terms and for fair market or book value, which is for provided that the ordinary course exception contained in this paragraph (iii) shall not apply to any sale, lease, transfer or other disposal of business of the Group;an asset: (vi1) by a from any Obligor to another member of the Group which is not neither an Obligor and not incorporated in nor a subsidiary of an Obligor unless the PRC person to whom such sale, lease, transfer or other disposal is made (the “Transferee”) or its direct or indirect parent company (as the case may be) becomes a Guarantor; or (2) from any Material Subsidiary to another member of the Group which is not a Material Subsidiary unless the person making such sale, lease, transfer or other disposal does not cease to be a Material Subsidiary or, if it ceases to be a Material Subsidiary, any Transferee shall be deemed to be a Material Subsidiary; (iv) in respect of which the net proceeds are used to repay any amounts outstanding hereunder in an Obligor amount equal to such net proceeds and not incorporated if the Available Commitments in an amount equal thereto are cancelled; (v) in respect of which the PRCproceeds are applied pursuant to any prepayment requirement in any debt agreements of the Company or any Subsidiary in relation to the use of proceeds received from the disposal of any assets; (vi) in respect of fixed assets or contractual rights which are exchanged for other fixed assets or contractual rights reasonably comparable as to type or quality; (vii) by a member in respect of the Group which is incorporated in the PRC to another member of the Group which is incorporated in the PRCcash or cash equivalent investments; (viii) which occurs due to the solvent liquidation or reorganisation of used, worn out, obsolete or surplus property by any Obligor in the ordinary course of business and the abandonment or other disposition of intellectual property that is, in the reasonable judgment member of the Company, no longer economically practicable Group so long as any payment or assets distributed as a result of such liquidation or reorganisation are distributed to maintain or useful in the conduct other members of the business of the Obligors taken as a wholeGroup; or (ix) related pursuant to any amalgamation, demerger, merger or corporate reconstruction in compliance with Subclause 22.10 (Mergers)joint venture agreements.

Disposals. (a) Except as provided below, no member of the Group mayNo Obligor shall, and the Company Parent shall procure that no other member of the Group will, except with the prior written consent of the Majority Banks, either in a single transaction or in a series of transactions and transactions, whether related or notnot and whether voluntarily or involuntarily, sell, transfer, grant or lease or otherwise dispose of all or any substantial part of its present or future assets. (b) Paragraph (a) does not apply to any sale, transfer or disposal:to:- (i) any disposal made on arm’s length commercial terms and for reasonable consideration and in the ordinary course of trading business (including the sale with recourse of accounts receivable arising out of the disposing entity, provided that: (A) the higher of the market value and consideration receivable for such sale, transfer or disposal (when aggregated with the higher of the market value and consideration for any other sale, transfer or disposal allowed under this Subclause) does not exceed HK$350,000,000 or its equivalent, provided that the Company shall inform the Facility Agent of any such sale, transfer or disposal of which the higher of the market value and consideration receivable exceeds HK$200,000,000 or its equivalent within 30 days of the completion sale of such sale, transfer or disposal; and (B) no Default or Event of Default would occur as a result of such sale, transfer or disposalassets); (ii) any disposal of trading stock obsolete plant or cash, machinery, raw materials or other current assets made by any member of the Group in the ordinary course of trading of the Groupequipment; (iii) any disposal by a member of the Group which is an Obligor to another member of the Group which is an Obligor; (iv) by a member of the Group which is an Obligor to any other member of the Group of any machinery, raw materials and trading stock, for arm’s length consideration and commercial terms and for the ordinary course of business of the Group; (v) of any cash for the purpose of capital injections to be made by any one member of the Group to another member of the Group, which is for the ordinary course of business of the Group; (viiv) any disposal made on arm's length terms representing fair market value (which shall if so requested by the Agent be confirmed by a member valuation carried out by a valuer agreed to by both the Parent and the Agent) (or in default of such agreement appointed by the Agent; and (v) any other disposal not within sub-paragraphs (i)-(iv) above where the value of the asset disposed of (when aggregated with the value of all other assets disposed of after the date hereof and for so long as any Commitment or Loan is outstanding hereunder (not within sub-paragraphs (i)-(iv) above)) does not exceed 40 per cent. of Consolidated Total Assets (as measured in the latest published financial statements of the Group for the period immediately preceding the disposal). For the avoidance of doubt, for the purposes of paragraph (v), the value of an asset shall be equal to its book value net of depreciation and other similar allowances and any transaction which is permitted under this Clause 20.10 shall be deemed not an Obligor and not incorporated in the PRC to another member of the Group which is not an Obligor and not incorporated in the PRC; be prohibited under Clause 20.8 (viiNegative pledge) by a member of the Group which is incorporated in the PRC or 20.9 (Transactions similar to another member of the Group which is incorporated in the PRC; (viii) of used, worn out, obsolete or surplus property by any Obligor in the ordinary course of business and the abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Obligors taken as a whole; or (ix) related to any amalgamation, demerger, merger or corporate reconstruction in compliance with Subclause 22.10 (Mergerssecurity).

Disposals. (a) Except as provided in paragraph (c) below, no member of after the Group mayUS Facility Release Date, and the Company shall procure that no member of the will not permit any Non-Core Group will, either in Member to enter into a single transaction or in a series of transactions and (whether related or not, ) and whether voluntary or involuntary to sell, transferlease, transfer or otherwise dispose of all or any part of its present or future assetsasset. (b) Paragraph Except as provided in paragraph (d) below, the Company will not permit any Core Group Member to enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset. (c) In relation to the Non-Core Group Members only, paragraph (a) above does not apply to: (i) the sale, transfer or other disposition of other property or assets is for fair value provided that: (A) the aggregate amount of such sales, transfers and other dispositions by all Non-Core Group Members, taken as a whole shall not exceed, in the aggregate, 20% of the Consolidated Total Assets provided, that, to the extent that: I. the proceeds of any such sale, transfer or other disposition permitted under this paragraph are reinvested in assets that are related to the business in which those Persons are permitted to be engaged under Clause 23.14 (Lines of Business) within the period of twelve months following such sale, transfer or other disposition; and II. the amount of proceeds of all such sales, transfers or other dispositions that are subject to reinvestment do not at any one time exceed 20% of the Consolidated Total Assets, such sale, transfer or other disposition shall be excluded for purposes of computing the amount of sales, transfers and other dispositions made pursuant to this paragraph provided, further, that, to the extent that any of those Persons has acquired any assets that are related to the business in which those Persons are permitted to be engaged under Clause 23.14 (Lines of Business) during the period six months prior to such sale, transfer or other disposition, then the proceeds of such sale, transfer or other disposition may be deemed to have been reinvested for the purpose of determining compliance with the preceding proviso; and (B) at the time of such sale, transfer or other disposition and immediately after giving effect to such sale, transfer or other disposition, no Default or Event of Default shall have occurred and be continuing; or (ii) the divestiture or other disposition of specific assets and property by any Non-Core Group Member pursuant to an order by any Governmental Authority but only to the extent that: (A) such order is given by such Governmental Authority as a prerequisite to the receipt of such Governmental Authority’s approval in connection with a pending Acquisition by the relevant Non-Core Group Member; and (B) the relevant Non-Core Group Member has repaid all Indebtedness (other than Indebtedness outstanding under this Agreement and the US Facility) associated with the assets or property so divested or disposed (or such Indebtedness shall have been assumed by the purchaser of such assets or property). (iii) the sale, transfer or other disposition of obsolete, worn out or surplus property in the ordinary course of business; (iv) the sale of inventory and goods held for sale in the ordinary course of business; (v) the lease or sublease of real or personal property in the ordinary course of business; (vi) sales, transfers, leases and other dispositions permitted by Clause 23.12 (Merger); (vii) the sale, transfer or other disposition of assets or property (including the sale or issuance of capital stock of any Non-Core Group Member which is not the Company): (A) to the Company or any Restricted Subsidiary; and (B) between Non-Core Group Members; and (viii) sales or discounts without recourse (except in the case of paragraph (B) below, with respect to Standard Securitization Undertakings) of Accounts Receivable: (A) arising in the ordinary course of business in connection with the compromise or collection of such Accounts Receivable; or (B) in a transaction permitted by Clause 23.15(a). (d) Paragraph (b) above does not apply to any sale, lease, transfer or disposalother disposal by a Core Group Member: (i) made on arm’s length commercial terms and for reasonable consideration and in the ordinary course of trading of the disposing entity, provided that: (A) the higher of the market value and consideration receivable for such sale, transfer or disposal (when aggregated with the higher of the market value and consideration for any other sale, transfer or disposal allowed under this Subclause) does not exceed HK$350,000,000 or its equivalent, provided that the Company shall inform the Facility Agent of any such sale, transfer or disposal of which the higher of the market value and consideration receivable exceeds HK$200,000,000 or its equivalent within 30 days of the completion of such sale, transfer or disposal; and (B) no Default or Event of Default would occur as a result of such sale, transfer or disposal; (ii) of trading stock assets in exchange for other assets comparable or cashsuperior as to type, machineryvalue and quality; (iii) involving the sale, raw materials transfer or other current assets made by any member disposition of the Group obsolete, worn out or surplus property in the ordinary course of trading of the Group; (iii) by a member of the Group which is an Obligor to another member of the Group which is an Obligorbusiness; (iv) by a member involving the sale of the Group which is an Obligor to any other member of the Group of any machinery, raw materials inventory and trading stock, goods held for arm’s length consideration and commercial terms and for sale in the ordinary course of business of the Groupbusiness; (v) involving the lease or sublease of any cash for the purpose of capital injections to be made by any member of the Group to another member of the Group, which is for real or personal property in the ordinary course of business of the Groupbusiness; (vi) involving sales, transfers, leases and other dispositions permitted by a member of the Group which is not an Obligor and not incorporated in the PRC to another member of the Group which is not an Obligor and not incorporated in the PRCClause 23.12 (Merger); (vii) by a member of the Group which is incorporated in the PRC a Guarantor to another member of the Core Group Member which is incorporated in the PRCa Guarantor; (viii) of used, worn out, obsolete or surplus property by any Obligor in the ordinary course of business and the abandonment or other disposition of intellectual property that is, in the reasonable judgment all of the CompanyCampofrio Assets prior to the Campofrio Release Date, no longer economically practicable provided that the proceeds of such disposal are used to maintain prepay and cancel the Facility in accordance with Clause 9.2 (Mandatory prepayment and partial cancellation – disposal of Campofrio Assets) or useful in the conduct requirements of the business of the Obligors taken as a wholeClause 9.3 (Mandatory prepayment and cancellation – Campofrio Assets and Campofrio Replacement Security Assets) are complied with; or (ix) related of all, or any part, of the Campofrio Assets on and following the Campofrio Release Date, provided that the Campofrio Replacement Security Documents are in full force and effect at the time of the sale, lease, transfer or other disposal and no Default would or could reasonably be expected to occur as a result of the sale, lease, transfer or other disposal. (e) Other than in respect of the Campofrio Assets in accordance with paragraph (d)(viii) above and notwithstanding any amalgamationother provision in this Clause 23.4, demergerno Obligor shall (and the Company shall ensure that no Material Subsidiary, merger member of the Polish Group or corporate reconstruction in compliance with Subclause 22.10 (Mergers)member of the Romanian Group will) sell, lease, transfer or otherwise dispose of an asset subject to Security under the Security Documents without the consent of all the Lenders.

Disposals. (a) Except as provided below, no member of the Group Member may, and the Company shall procure that no member of the Group will, either in a single transaction or in a series of transactions and whether related or not, sell, transfer, or otherwise dispose of all or any part of its present or future assetsasset. (b) Paragraph (a) above does not apply to any sale, transfer or disposaldisposal which is made on arm's length terms: (i) made on arm’s length commercial terms and for reasonable consideration and in the ordinary course of trading of the disposing entity; (ii) of assets in exchange for other assets comparable or superior as to type, value and quality; (iii) constituted by the investment of cash (that is not immediately required in the Group's business) in short term cash equivalent investments or the realisation of such cash equivalent investments for cash, in each case in the ordinary course of business of the Group Member making such investment or realization (as the case may be); (iv) by a Group Member of obsolete inventories, vehicles, plant and equipment no longer required in the business of the relevant Group Member for cash; (v) of assets by the Borrower to another Group Member; (vi) that any Group Member is under any legally binding commitment to make, provided that:that such commitment is subsisting as at the date of this Agreement; (Avii) constituted by the making by a Group Member of the declaration and payment of any lawful dividend in cash to its shareholders; (viii) constituted by any sale to any person (other than a Group Member) of any Target Shares by the Borrower for a consideration in cash only, provided that such sale is required to maintain the listing status of the Target on the Main Board of the HKSE and the aggregate number of Target Shares so sold (whether on one or more occasions) does not exceed the minimum number of Target Shares that are required to be disposed of by the Borrower in order to maintain the listing status of the Target on the Main Board of the HKSE in accordance with the Listing Rules; (ix) of assets that arises as a direct result of any transaction expressly permitted under Clause 20.5 (Negative pledge) or Clause 20.7 (Mergers); or (x) where the higher of the market value and or consideration receivable for such sale, transfer or disposal (when aggregated with the higher of the market value and or consideration receivable for any other sale, transfer or disposal not allowed under this Subclausethe preceding paragraphs) does not exceed HK$350,000,000 or its equivalent, provided that ten per cent. of the Company shall inform total assets of the Facility Agent Borrower in any financial year of the Borrower. (c) Paragraph (a) above does not apply to any such sale, transfer or disposal of which the higher of the market value and consideration receivable exceeds HK$200,000,000 or its equivalent within 30 days of the completion of such sale, transfer or disposal; and (B) no Default or Event of Default would occur as a result of such sale, transfer or disposal; (ii) of trading stock or cash, machinery, raw materials or other current assets made by any member of the Group in the ordinary course of trading of the Group; (iii) by a member of Group Member (other than the Group which is an Obligor Borrower) to another member of the Group which is an Obligor; (iv) by a member of the Group which is an Obligor to any other member of the Group of any machinery, raw materials and trading stock, for arm’s length consideration and commercial terms and for the ordinary course of business of the Group; (v) of any cash for the purpose of capital injections to be made by any member of the Group to another member of the Group, which is for the ordinary course of business of the Group; (vi) by a member of the Group which is not an Obligor and not incorporated in the PRC to another member of the Group which is not an Obligor and not incorporated in the PRC; (vii) by a member of the Group which is incorporated in the PRC to another member of the Group which is incorporated in the PRC; (viii) of used, worn out, obsolete or surplus property by any Obligor in the ordinary course of business and the abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Obligors taken as a whole; or (ix) related to any amalgamation, demerger, merger or corporate reconstruction in compliance with Subclause 22.10 (Mergers)Member.