(a) The Company shall not dispose of any of its assets or the Agency's assets except for:
(i) disposal on an arm's length basis and on commercial terms of obsolete equipment which in the reasonable opinion of the Independent Verifier are no longer required for the purpose of the Project;
(ii) disposal of assets which are replaced by items of equivalent or better quality in accordance with the maintenance, renewal or replacement obligations of the Company under this Agreement;
(iii) disposal of assets expressly contemplated by this Agreement;
(iv) payment of money in accordance with this Agreement or the other Project Agreements, or otherwise as consideration for the acquisition of assets, or the receipt of services required for the implementation of the Project, on arm's length terms and subject to any restrictions imposed pursuant to this Agreement or the other Project Documents; and
(v) distributions made in accordance with the restrictions and conditions specified for the purposes of this Agreement in the Financing Agreements.
(b) The proceeds of disposal of any of the Agency's assets shall be immediately paid over to the Agency. All disposals must also comply with all relevant Legal Requirements, in particular, the applicable government auditing, accounting and asset disposal laws, rules and regulations.