Common use of Business and Property Clause in Contracts

Business and Property. No Restricted Party shall: (i) carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.5(c)), trading, exchange and sale of any products produced from or in connection with such mining properties; (ii) permit any Disposition of the whole or any part of its Property except, subject to Section 8.5(d)(iii), for: (A) Dispositions of inventory and obsolete or redundant equipment in the Ordinary Course; (B) Dispositions of any or all of the Equity Interests or other assets of HMI Nickel Inc. and/or its direct or indirect, wholly-owned Subsidiaries; (C) Dispositions of any or all of the Equity Interests of Zochem Inc.; (D) any Disposition of Property which has been consented to by the Required Lenders; (E) any Disposition of Property by a Non-Recourse Subsidiary to any other HudBay Group Member; (F) any Disposition of Property by an Obligor to any other Obligor; (G) any Disposition permitted pursuant to Section 8.5(e)(i); and (H) any other Dispositions of Property, if the aggregate fair market value of the assets being Disposed of does not exceed at the time of any such Disposition: (i) in any fiscal year of HudBay, 10% of the consolidated tangible assets of HudBay (excluding the carrying value of the Fenix Project) as set forth in the annual audited consolidated financial statements of HudBay as of the end of the most recently completed fiscal year; or (ii) since the date hereof, 20% of the consolidated tangible assets of HudBay (excluding the carrying value of the Fenix Project) as set forth in the annual audited consolidated financial statements of HudBay for the most recently completed fiscal year; and (iii) notwithstanding Section 8.5(d)(ii), permit any Disposition, directly or indirectly, of all or substantially all of any of the Key Operating Assets or, subject to Article 12, any Equity Interest in any Person who, directly or indirectly, owns all or part of the Key Operating Assets.

Business and Property. No Restricted Party shall: (i) carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.5(c)), trading, exchange and sale of any products produced from or in connection with such mining properties; (ii) permit any Disposition of the whole or any part of its Property except, subject to Section 8.5(d)(iii), for: (A) Dispositions of inventory and obsolete or redundant equipment in the Ordinary Course; (B) Dispositions of any or all of the Equity Interests or other assets of HMI Nickel Inc. and/or its direct or indirect, wholly-owned Subsidiaries; (C) Dispositions of any or all of the Equity Interests of Zochem Inc.; (D) any Disposition of Property which has been consented to by the Required Lenders; (EC) any Disposition of Property by a Non-Recourse Subsidiary to any other HudBay Group Member; (FD) any Disposition of Property by an Obligor to any other Obligor; (GE) any Disposition permitted pursuant to Section 8.5(e)(i); (F) sales of gold produced from the ▇▇▇▇▇▇▇▇▇▇ Mine pursuant to a streaming arrangement acceptable to the Lenders; provided that no recourse shall, pursuant to such streaming agreement be had to any Obligor other than HudBay, HudBay (BVI) Inc. and HB Peru SAC; and (HG) any other Dispositions of Property, if the aggregate fair market value of the assets being Disposed of does not exceed at the time of any such Disposition: (i) in any fiscal year of HudBay, 10% of the consolidated tangible assets of HudBay (excluding the carrying value of the Fenix Project) as set forth in the annual audited consolidated financial statements of HudBay as of the end of the most recently completed fiscal year; or (ii) since the date hereofJune 30, 2013, 20% of the consolidated tangible assets of HudBay (excluding the carrying value of the Fenix Project) as set forth in the annual audited consolidated financial statements of HudBay for the most recently completed fiscal year; and (iii) notwithstanding Section 8.5(d)(ii), permit any Disposition, directly or indirectly, of all or substantially all of any of the Key Operating Assets or, subject to Article 12, any Equity Interest in any Person who, directly or indirectly, owns all or part of the Key Operating Assets.

Business and Property. No Restricted Party shall: (i) carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.5(c8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (ii) permit any Disposition of the whole or any part of its Property except, subject to Section 8.5(d)(iii8.6(e)(iii), for: (A) Dispositions of inventory (including, for certainty, dispositions related to Deferred Revenue Financing Arrangements and Prepaid Metals Transactions permitted hereunder) and obsolete or redundant equipment in the Ordinary Course; (B) Dispositions of any or all of the Equity Interests or other assets of HMI Nickel Inc. and/or its direct or indirect, wholly-owned Subsidiaries; (C) Dispositions of any or all of the Equity Interests of Zochem Inc.; (D) any Disposition of Property which has been consented to by the Required Lenders; (EC) any Disposition of Property by a Non-Recourse Subsidiary to any other HudBay Hudbay Group Member; (FD) any Disposition of Property by an Obligor to any other Obligor; (GE) any Disposition permitted pursuant to Section 8.5(e)(i8.6(f)(i); and; (HF) any other Dispositions of Property, if the aggregate fair market value of the assets being Disposed of does not exceed at the time of any such Disposition: (i) in any fiscal year of HudBaythe Borrower, 10% of the consolidated tangible assets of HudBay (excluding the carrying value of the Fenix Project) Borrower as set forth in the annual audited consolidated financial statements of HudBay the Borrower as of the end of the most recently completed fiscal year; or (ii) since the date hereofDecember 31, 2020, 20% of the consolidated tangible assets of HudBay (excluding the carrying value of the Fenix Project) Borrower as set forth in the annual audited consolidated financial statements of HudBay the Borrower for the most recently completed fiscal year; and (G) Disposition of Property in accordance with the terms of the Peruvian Equipment Sale Leaseback Documents; and (H) any sale by the Borrower of accounts receivable owed by [REDACTED - COMMERCIALLY SENSITIVE INFORMATION]to the Borrower pursuant to the [REDACTED - COMMERCIALLY SENSITIVE INFORMATION]; and (iii) notwithstanding Section 8.5(d)(ii8.6(e)(ii), permit any Disposition, directly or indirectly, of of: (A) all or substantially all of any of the Key Operating Assets (other than the ▇▇▇▇▇▇▇▇▇▇ Mine); (B) all or any part of the ▇▇▇▇▇▇▇▇▇▇ Mine; (C) any Equity Interest in any Person who, directly or indirectly, owns all or part of the ▇▇▇▇▇▇▇▇▇▇ Mine or, (D) subject to Article 12, any Equity Interest in any Person who, directly or indirectly, owns all or part of the Key Operating AssetsAssets (other than the ▇▇▇▇▇▇▇▇▇▇ Mine).

Business and Property. No Restricted Party shall: (i) carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.5(c8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (ii) permit any Disposition of the whole or any part of its Property except, subject to Section 8.5(d)(iii8.6(e)(iii), for: (A) Dispositions of inventory and obsolete or redundant equipment in the Ordinary Course; (B) Dispositions of any or all of the Equity Interests or other assets of HMI Nickel Inc. and/or its direct or indirect, wholly-owned Subsidiaries; (C) Dispositions of any or all of the Equity Interests of Zochem Inc.; (D) any Disposition of Property which has been consented to by the Required Lenders; (EC) any Disposition of Property by a Non-Recourse Subsidiary to any other HudBay Hudbay Group Member; (FD) any Disposition of Property by an Obligor to any other Obligor; (GE) any Disposition permitted pursuant to Section 8.5(e)(i8.6(f)(i); and; (HF) any other Dispositions of Property, if the aggregate fair market value of the assets being Disposed of does not exceed at the time of any such Disposition: (i) in any fiscal year of HudBayHudbay, 10% of the consolidated tangible assets of HudBay (excluding the carrying value of the Fenix Project) Hudbay as set forth in the annual audited consolidated financial statements of HudBay Hudbay as of the end of the most recently completed fiscal year; or (ii) since the date hereofDecember 31, 2015, 20% of the consolidated tangible assets of HudBay (excluding the carrying value of the Fenix Project) Hudbay as set forth in the annual audited consolidated financial statements of HudBay Hudbay for the most recently completed fiscal year; and (G) Disposition of all of the assets related to the Rosemont Property to a limited liability company pursuant to and in accordance with the terms of the Rosemont Joint Venture Agreement; and (iii) notwithstanding Section 8.5(d)(ii8.6(e)(ii), permit any Disposition, directly or indirectly, of of: (A) all or substantially all of any of the Key Operating Assets (other than the Costancia Mine); (B) all or any part of the ▇▇▇▇▇▇▇▇▇▇ Mine; (C) any Equity Interest in any Person who, directly or indirectly, owns all or part of the ▇▇▇▇▇▇▇▇▇▇ Mine or, (D) subject to Article 12, any Equity Interest in any Person who, directly or indirectly, owns all or part of the Key Operating AssetsAssets (other than the ▇▇▇▇▇▇▇▇▇▇ Mine).

Business and Property. No Restricted Party shall: (i) carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.5(c8.5(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (ii) permit any Disposition of the whole or any part of its Property except, subject to Section 8.5(d)(iii8.5(e)(iii), for: (A) Dispositions of inventory and obsolete or redundant equipment in the Ordinary Course; (B) Dispositions of any or all of the Equity Interests or other assets of HMI Nickel Inc. and/or its direct or indirect, wholly-owned Subsidiaries; (C) Dispositions of any or all of the Equity Interests of Zochem Inc.; (D) any Disposition of Property which has been consented to by the Required Lenders; (EC) any Disposition of Property by a Non-Recourse Subsidiary to any other HudBay Hudbay Group Member; (FD) any Disposition of Property by an Obligor to any other Obligor; (GE) any Disposition permitted pursuant to Section 8.5(e)(i8.5(f)(i); and; (HF) any other Dispositions of Property, if the aggregate fair market value of the assets being Disposed of does not exceed at the time of any such Disposition: (i) in any fiscal year of HudBayHudbay, 10% of the consolidated tangible assets of HudBay (excluding the carrying value of the Fenix Project) Hudbay as set forth in the annual audited consolidated financial statements of HudBay Hudbay as of the end of the most recently completed fiscal year; or (ii) since the date hereofDecember 31, 2015, 20% of the consolidated tangible assets of HudBay (excluding the carrying value of the Fenix Project) Hudbay as set forth in the annual audited consolidated financial statements of HudBay Hudbay for the most recently completed fiscal year; and (G) Disposition of all of the assets related to the Rosemont Property to a limited liability company pursuant to and in accordance with the terms of the Rosemont Joint Venture Agreement; and (iii) notwithstanding Section 8.5(d)(ii8.5(e)(ii), permit any Disposition, directly or indirectly, of all or substantially all of any of the Key Operating Assets or, subject to Article 12, any Equity Interest in any Person who, directly or indirectly, owns all or part of the Key Operating Assets.

Business and Property. No Restricted Party shall: (i) carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.5(c8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (ii) permit any Disposition of the whole or any part of its Property except, subject to Section 8.5(d)(iii8.6(e)(iii), for: (A) Dispositions of inventory (including, for certainty, dispositions related to Deferred Revenue Financing Arrangements and Prepaid Metals Transactions permitted hereunder) and obsolete or redundant equipment in the Ordinary Course; (B) Dispositions of any or all of the Equity Interests or other assets of HMI Nickel Inc. and/or its direct or indirect, wholly-owned Subsidiaries; (C) Dispositions of any or all of the Equity Interests of Zochem Inc.; (D) any Disposition of Property which has been consented to by the Required Lenders; (EC) any Disposition of Property by a Non-Recourse Subsidiary to any other HudBay Hudbay Group Member; (FD) any Disposition of Property by an Obligor to any other Obligor; (GE) any Disposition permitted pursuant to Section 8.5(e)(i8.6(f)(i); and; (HF) any other Dispositions of Property, if the aggregate fair market value of the assets being Disposed of does not exceed at the time of any such Disposition: (i) in any fiscal year of HudBayHudbay, 10% of the consolidated tangible assets of HudBay (excluding the carrying value of the Fenix Project) Hudbay as set forth in the annual audited consolidated financial statements of HudBay Hudbay as of the end of the most recently completed fiscal year; or (ii) since the date hereofDecember 31, 2020, 20% of the consolidated tangible assets of HudBay (excluding the carrying value of the Fenix Project) Hudbay as set forth in the annual audited consolidated financial statements of HudBay Hudbay for the most recently completed fiscal year; (G) Disposition of Property in accordance with the terms of the Peruvian Equipment Sale Leaseback Documents; and (H) any sale by Hudbay of accounts receivable owed by [REDACTED - COMMERCIALLY SENSITIVE INFORMATION] to Hudbay pursuant to the [REDACTED - COMMERCIALLY SENSITIVE INFORMATION] Receivables Sale Agreement; and (iii) notwithstanding Section 8.5(d)(ii8.6(e)(ii), permit any Disposition, directly or indirectly, of of: (A) all or substantially all of any of the Key Operating Assets (other than the ▇▇▇▇▇▇▇▇▇▇ Mine); (B) all or any part of the ▇▇▇▇▇▇▇▇▇▇ Mine; (C) any Equity Interest in any Person who, directly or indirectly, owns all or part of the ▇▇▇▇▇▇▇▇▇▇ Mine or, (D) subject to Article 12, any Equity Interest in any Person who, directly or indirectly, owns all or part of the Key Operating AssetsAssets (other than the ▇▇▇▇▇▇▇▇▇▇ Mine).

Business and Property. No Restricted Party shall: (i) carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.5(c8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (ii) permit any Disposition of the whole or any part of its Property except, subject to Section 8.5(d)(iii8.6(e)(iii), for: (A) Dispositions of inventory (including, for certainty, dispositions related to Deferred Revenue Financing Arrangements and Prepaid Metals Transactions permitted hereunder) and obsolete or redundant equipment in the Ordinary Course; (B) Dispositions of any or all of the Equity Interests or other assets of HMI Nickel Inc. and/or its direct or indirect, wholly-owned Subsidiaries; (C) Dispositions of any or all of the Equity Interests of Zochem Inc.; (D) any Disposition of Property which has been consented to by the Required Lenders; (EC) any Disposition of Property by a Non-Recourse Subsidiary to any other HudBay Hudbay Group Member; (FD) any Disposition of Property by an Obligor to any other Obligor; (GE) any Disposition permitted pursuant to Section 8.5(e)(i8.6(f)(i); and; (HF) any other Dispositions of Property, if the aggregate fair market value of the assets being Disposed of does not exceed at the time of any such Disposition: (i) ), in any fiscal year of HudBaythe Borrower, 10% of the consolidated tangible assets of HudBay (excluding the carrying value of the Fenix Project) Borrower as set forth in the annual audited consolidated financial statements of HudBay the Borrower as of the end of the most recently completed fiscal year; or (ii) since the date hereofDecember 31, 2020, 20% of the consolidated tangible assets of HudBay (excluding the carrying value of the Fenix Project) Borrower as set forth in the annual audited consolidated financial statements of HudBay the Borrower for the most recently completed fiscal year; and (G) DispositionDispositions of Property in accordance with the terms of the Peruvian Equipment Sale Leaseback Documents; and (H) any sale by the Borrower of accounts receivable owed by [REDACTED - COMMERCIALLY SENSITIVE INFORMATION] to the Borrower pursuant to the [REDACTED - COMMERCIALLY SENSITIVE INFORMATION]; and (I) Dispositions of Property held as of November 13, 2024 in connection with the formation of any joint venture formed for the purposes of the management and operation of the Copper World Project Property, provided that 50% or more of the Equity Interests of such joint venture are, at the time of any such Disposition and thereafter, owned, directly or indirectly, by the Borrower and the Borrower or its Affiliate do not relinquish control of the management and operation of the Copper World Property Project to the joint venture partner or any other Person that is not an Affiliate of the Borrower; and (J) the Disposition of Property contemplated by the option agreement dated as of March 7, 2024 between the Borrower and Marubeni, including any amendment of such option agreement to increase the percentage of such Property permitted to be acquired by ▇▇▇▇▇▇▇▇ and any additional party from 20% to up to 30%; (iii) notwithstanding Section 8.5(d)(ii8.6(e)(ii), permit any Disposition, directly or indirectly, of of: (A) all or substantially all of any of the Key Operating Assets (other than the ▇▇▇▇▇▇▇▇▇▇ Mine); (B) all or any part of the ▇▇▇▇▇▇▇▇▇▇ Mine; (C) any Equity Interest in any Person who, directly or indirectly, owns all or part of the ▇▇▇▇▇▇▇▇▇▇ Mine or, (D) subject to Article 12, any Equity Interest in any Person who, directly or indirectly, owns all or part of the Key Operating AssetsAssets (other than the ▇▇▇▇▇▇▇▇▇▇ Mine).

Business and Property. No Restricted Party shall: (i) carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.5(c8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (ii) permit any Disposition of the whole or any part of its Property except, subject to Section 8.5(d)(iii8.6(e)(iii), for: (A) Dispositions of inventory (including, for certainty, dispositions related to Deferred Revenue Financing Arrangements and Prepaid Metals Transactions permitted hereunder) and obsolete or redundant equipment in the Ordinary Course; (B) Dispositions of any or all of the Equity Interests or other assets of HMI Nickel Inc. and/or its direct or indirect, wholly-owned Subsidiaries; (C) Dispositions of any or all of the Equity Interests of Zochem Inc.; (D) any Disposition of Property which has been consented to by the Required Lenders; (EC) any Disposition of Property by a Non-Recourse Subsidiary to any other HudBay Hudbay Group Member; (FD) any Disposition of Property by an Obligor to any other Obligor; (GE) any Disposition permitted pursuant to Section 8.5(e)(i8.6(f)(i); and; (HF) any other Dispositions of Property, if the aggregate fair market value of the assets being Disposed of does not exceed at the time of any such Disposition: (i) in any fiscal year of HudBaythe Borrower, 10% of the consolidated tangible assets of HudBay (excluding the carrying value of the Fenix Project) Borrower as set forth in the annual audited consolidated financial statements of HudBay the Borrower as of the end of the most recently completed fiscal year; or (ii) since the date hereofDecember 31, 2020, 20% of the consolidated tangible assets of HudBay (excluding the carrying value of the Fenix Project) Borrower as set forth in the annual audited consolidated financial statements of HudBay the Borrower for the most recently completed fiscal year; and (G) Disposition of Property in accordance with the terms of the Peruvian Equipment Sale Leaseback Documents; and (H) any sale by the Borrower of accounts receivable owed by [REDACTED - COMMERCIALLY SENSITIVE INFORMATION] to the Borrower pursuant to the [REDACTED - COMMERCIALLY SENSITIVE INFORMATION] Receivables Sale Agreement; and (iii) notwithstanding Section 8.5(d)(ii8.6(e)(ii), permit any Disposition, directly or indirectly, of of: (A) all or substantially all of any of the Key Operating Assets (other than the ▇▇▇▇▇▇▇▇▇▇ Mine); (B) all or any part of the ▇▇▇▇▇▇▇▇▇▇ Mine; (C) any Equity Interest in any Person who, directly or indirectly, owns all or part of the ▇▇▇▇▇▇▇▇▇▇ Mine or, (D) subject to Article 12, any Equity Interest in any Person who, directly or indirectly, owns all or part of the Key Operating AssetsAssets (other than the ▇▇▇▇▇▇▇▇▇▇ Mine).

Business and Property. No Restricted Party shall: (i) carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.5(c8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (ii) permit any Disposition of the whole or any part of its Property except, subject to Section 8.5(d)(iii8.6(e)(iii), for: (A) Dispositions of inventory (including, for certainty, dispositions related to Deferred Revenue Financing Arrangements and Prepaid Metals Transactions permitted hereunder) and obsolete or redundant equipment in the Ordinary Course; (B) Dispositions of any or all of the Equity Interests or other assets of HMI Nickel Inc. and/or its direct or indirect, wholly-owned Subsidiaries; (C) Dispositions of any or all of the Equity Interests of Zochem Inc.; (D) any Disposition of Property which has been consented to by the Required Lenders; (EC) any Disposition of Property by a Non-Recourse Subsidiary to any other HudBay Hudbay Group Member; (FD) any Disposition of Property by an Obligor to any other Obligor; (GE) any Disposition permitted pursuant to Section 8.5(e)(i8.6(f)(i); and; (HF) any other Dispositions of Property, if the aggregate fair market value of the assets being Disposed of does not exceed at the time of any such Disposition: (i) in any fiscal year of HudBayHudbay, 10% of the consolidated tangible assets of HudBay (excluding the carrying value of the Fenix Project) Hudbay as set forth in the annual audited consolidated financial statements of HudBay Hudbay as of the end of the most recently completed fiscal year; or (ii) since the date hereofDecember 31, 2020, 20% of the consolidated tangible assets of HudBay (excluding the carrying value of the Fenix Project) Hudbay as set forth in the annual audited consolidated financial statements of HudBay Hudbay for the most recently completed fiscal year; (G) Disposition of Property in accordance with the terms of the Peruvian Equipment Sale Leaseback Documents; and (H) any sale by ▇▇▇▇▇▇ of accounts receivable owed by [REDACTED - COMMERCIALLY SENSITIVE INFORMATION] to Hudbay pursuant to the [REDACTED - COMMERCIALLY SENSITIVE INFORMATION]; and (iii) notwithstanding Section 8.5(d)(ii8.6(e)(ii), permit any Disposition, directly or indirectly, of of: (A) all or substantially all of any of the Key Operating Assets (other than the ▇▇▇▇▇▇▇▇▇▇ Mine); (B) all or any part of the ▇▇▇▇▇▇▇▇▇▇ Mine; (C) any Equity Interest in any Person who, directly or indirectly, owns all or part of the ▇▇▇▇▇▇▇▇▇▇ Mine or, (D) subject to Article 12, any Equity Interest in any Person who, directly or indirectly, owns all or part of the Key Operating AssetsAssets (other than the ▇▇▇▇▇▇▇▇▇▇ Mine).

Business and Property. No Restricted Party shall: (i) carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.5(c8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (ii) permit any Disposition of the whole or any part of its Property except, subject to Section 8.5(d)(iii8.6(e)(iii), for: (A) Dispositions of inventory and obsolete or redundant equipment in the Ordinary Course; (B) Dispositions of any or all of the Equity Interests or other assets of HMI Nickel Inc. and/or its direct or indirect, wholly-owned Subsidiaries; (C) Dispositions of any or all of the Equity Interests of Zochem Inc.; (D) any Disposition of Property which has been consented to by the Required Lenders; (EC) any Disposition of Property by a Non-Recourse Subsidiary to any other HudBay Hudbay Group Member; (FD) any Disposition of Property by an Obligor to any other Obligor; (GE) any Disposition permitted pursuant to Section 8.5(e)(i8.6(f)(i); and; (HF) any other Dispositions of Property, if the aggregate fair market value of the assets being Disposed of does not exceed at the time of any such Disposition: (i) in any fiscal year of HudBayHudbay, 10% of the consolidated tangible assets of HudBay (excluding the carrying value of the Fenix Project) Hudbay as set forth in the annual audited consolidated financial statements of HudBay Hudbay as of the end of the most recently completed fiscal year; or (ii) since the date hereofDecember 31, 2016, 20% of the consolidated tangible assets of HudBay (excluding the carrying value of the Fenix Project) Hudbay as set forth in the annual audited consolidated financial statements of HudBay Hudbay for the most recently completed fiscal year; (G) Disposition of all of the assets related to the Rosemont Property to a limited liability company pursuant to and in accordance with the terms of the Rosemont Joint Venture Agreement; and (H) Disposition of Property in accordance with the terms of the Peruvian Equipment Sale Leaseback Transaction; and (iii) notwithstanding Section 8.5(d)(ii8.6(e)(ii), permit any Disposition, directly or indirectly, of of: (A) all or substantially all of any of the Key Operating Assets (other than the ▇▇▇▇▇▇▇▇▇▇ Mine); (B) all or any part of the ▇▇▇▇▇▇▇▇▇▇ Mine; (C) any Equity Interest in any Person who, directly or indirectly, owns all or part of the ▇▇▇▇▇▇▇▇▇▇ Mine or, (D) subject to Article 12, any Equity Interest in any Person who, directly or indirectly, owns all or part of the Key Operating AssetsAssets (other than the ▇▇▇▇▇▇▇▇▇▇ Mine).

Business and Property. No Restricted Party shall: (i) carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.5(c8.6(d)), trading, exchange and sale of any products produced from or in connection with such mining properties; (ii) permit any Disposition of the whole or any part of its Property except, subject to Section 8.5(d)(iii8.6(e)(iii), for: (A) Dispositions of inventory and obsolete or redundant equipment in the Ordinary Course; (B) Dispositions of any or all of the Equity Interests or other assets of HMI Nickel Inc. and/or its direct or indirect, wholly-owned Subsidiaries; (C) Dispositions of any or all of the Equity Interests of Zochem Inc.; (D) any Disposition of Property which has been consented to by the Required Lenders; (EC) any Disposition of Property by a Non-Recourse Subsidiary to any other HudBay Hudbay Group Member; (FD) any Disposition of Property by an Obligor to any other Obligor; (GE) any Disposition permitted pursuant to Section 8.5(e)(i8.6(f)(i); and; (HF) any other Dispositions of Property, if the aggregate fair market value of the assets being Disposed of does not exceed at the time of any such Disposition: (i) in any fiscal year of HudBaythe Borrower, 10% of the consolidated tangible assets of HudBay (excluding the carrying value of the Fenix Project) Borrower as set forth in the annual audited consolidated financial statements of HudBay the Borrower as of the end of the most recently completed fiscal year; or (ii) since the date hereofDecember 31, 2016, 20% of the consolidated tangible assets of HudBay (excluding the carrying value of the Fenix Project) Borrower as set forth in the annual audited consolidated financial statements of HudBay the Borrower for the most recently completed fiscal year; (G) Disposition of all of the assets related to the Rosemont Property to a limited liability company pursuant to and in accordance with the terms of the Rosemont Joint Venture Agreement; and (H) Disposition of Property in accordance with the terms of the Peruvian Equipment Sale Leaseback Transaction; and (iii) notwithstanding Section 8.5(d)(ii8.6(e)(ii), permit any Disposition, directly or indirectly, of of: (A) all or substantially all of any of the Key Operating Assets (other than the ▇▇▇▇▇▇▇▇▇▇ Mine); (B) all or any part of the ▇▇▇▇▇▇▇▇▇▇ Mine; (C) any Equity Interest in any Person who, directly or indirectly, owns all or part of the ▇▇▇▇▇▇▇▇▇▇ Mine or, (D) subject to Article 12, any Equity Interest in any Person who, directly or indirectly, owns all or part of the Key Operating AssetsAssets (other than the ▇▇▇▇▇▇▇▇▇▇ Mine).

Business and Property. No Restricted Party shall: (i) carry on any business other than the exploration, the development, construction and operation of mining properties and any operation relating to mining, and the distribution, processing, hedging (to the extent not prohibited by Section 8.5(c)), trading, exchange and sale of any products produced from or in connection with such mining properties; (ii) permit any Disposition of the whole or any part of its Property except, subject to Section 8.5(d)(iii), for: (A) Dispositions of inventory and obsolete or redundant equipment in the Ordinary Course; (B) Dispositions of any or all of the Equity Interests or other assets of HMI Nickel Inc. and/or its direct or indirect, wholly-owned Subsidiaries; (C) Dispositions of any or all of the Equity Interests of Zochem Inc.; (D) any Disposition of Property which has been consented to by the Required Lenders; (EC) any Disposition of Property by a Non-Recourse Subsidiary to any other HudBay Hudbay Group Member; (FD) any Disposition of Property by an Obligor to any other Obligor; (GE) any Disposition permitted pursuant to Section 8.5(e)(i); and; (HF) any other Dispositions of Property, if the aggregate fair market value of the assets being Disposed of does not exceed at the time of any such Disposition: (i) in any fiscal year of HudBayHudbay, 10% of the consolidated tangible assets of HudBay (excluding the carrying value of the Fenix Project) Hudbay as set forth in the annual audited consolidated financial statements of HudBay Hudbay as of the end of the most recently completed fiscal year; or (ii) since the date hereofDecember 31, 2014, 20% of the consolidated tangible assets of HudBay (excluding the carrying value of the Fenix Project) Hudbay as set forth in the annual audited consolidated financial statements of HudBay Hudbay for the most recently completed fiscal year; and (G) Disposition of all of the assets related to the Rosemont Property to a limited liability company pursuant to and in accordance with the terms of the Rosemont Joint Venture Agreement; and (iii) notwithstanding Section 8.5(d)(ii), permit any Disposition, directly or indirectly, of all or substantially all of any of the Key Operating Assets or, subject to Article 12, any Equity Interest in any Person who, directly or indirectly, owns all or part of the Key Operating Assets.