Common use of Purposes of this Trust Clause in Contracts

Purposes of this Trust. The purposes of the trust created hereby and the Trustee’s obligations are: (a) that the Trustee receive in trust ownership and maintain as collateral the Trust Assets during the effectiveness of this Agreement, as provided hereunder and under the Financing Agreement and the Intercreditor Agreement, until the earlier to occur of (i) full and final discharge of the obligations of the Participating Creditors to the satisfaction of the Administrative Agent (acting reasonably) as set forth in the Financing Agreement, (ii) release of the Trust Assets, pursuant to the terms of the Intercreditor Agreement, on the Business Day following the date on which (1) the Base Currency Amount of the Exposures of the Participating Creditors under the Facilities has, since the Reference Date, been reduced by an aggregate amount equal to at least forty one point four percent (41.4%) of the aggregate Exposures of the Participating Creditors under the Facilities as at the Reference Date (as each capitalized term is defined in the Financing Agreement), (2) the Consolidated Leverage Ratio for any Reference Period in respect of which a Compliance Certificate has been (or is required to have been) delivered under the Financing Agreement (as each capitalized term is defined therein) was not greater than 3.50:1, and (3) no Default is continuing (as the capitalized term is defined in the Financing Agreement), or (iii) other termination as permitted under Clause Fourteenth hereof (such earlier date, the “Termination Date”); (b) that the Trust Assets secure the Secured Obligations and, as set forth in this Agreement, that the Trustee, upon the occurrence of an Enforcement Event (as defined in the Intercreditor Agreement; hereinafter, an “Enforcement Event”), sell such Trust Assets, and the proceeds of such sale be applied to the payment of the Secured Obligations, as provided in this Agreement and the Intercreditor Agreement; (c) that the Trustee re-convey the Trusts Assets that shall then remain under this Agreement to the Settlors as it may correspond, immediately after the Termination Date, by transferring the corresponding Transferred Shares or Additional Shares, as the case may be, according to the instructions and at the expense of the relevant Settlor, including by means of an endorsement in ownership and delivery of the necessary certificates; (d) that the Trustee maintain the Trust Assets, exercise, or allow the exercise, of the rights pertaining thereto, as set forth in Clause Fifth, and act as a good pater familias (buen padre de familia) in respect of the Trust Assets; it being understood that, should the Trustee have any doubt regarding the exercise of such rights, it must request instructions from both the Settlors and the Beneficiary or from any of the Settlors or the Beneficiary, as may be applicable, as set forth in this Agreement (and, in particular, Clause Eighth) or, upon the occurrence of an Enforcement Event, solely from the Beneficiary (unless an emergency arises, in which case the Trustee shall act as a good pater familias (buen padre de familia) pursuant to its discretion, using its judgment and without any responsibility to the Trustee, except if the Trustee shall have acted with fraud, negligence or bad faith (dolo, negligencia o xxxx xx)). (e) that, in the event the Trust Assets or a portion thereof be represented by cash, the Trustee invest such cash in Certificates of the Treasury of the Federation (Certificados de la Tesorería de la Federación or Cetes) (or if not available, any other instrument issued by the Mexican government), whether purchased in a primary offering or in the secondary market or, if so instructed by the Settlors and the Beneficiary, in any other instruments, as permitted under applicable law regulating the investment of trust assets (including Circular 1/2005), upon the occurrence of an Enforcement Event, in any instrument specified by the Beneficiary, and upon the occurrence of the Termination Date, in any instrument specified by the Settlors (to the extent any Trust Assets shall remain on such Date), it being understood that (i) the Trustee is authorized, for such purposes, to open any necessary bank or investment accounts and undertake all action to enter into the necessary agreements, all as instructed by the Settlors and the Beneficiary, and (ii) if any dividends or other distributions shall be received by the Trustee pursuant to Clause Fifth (b) hereof, and the Settlors (as opposed to the Beneficiary) shall be entitled to receive such dividends or distributions as therein set forth, then the Trustee shall invest or deliver the applicable amounts received as distributions, solely as instructed by the Settlors; (f) that the Trustee enter into the necessary agreements or instruments, and undertake any other action that may be deemed necessary, to create, maintain and manage the trust created pursuant to the terms of this Agreement and to manage the Trust Assets, as instructed by the Beneficiary or, when expressly agreed, the Settlors; (g) that the Trustee perform its remaining obligations contemplated by this Agreement, duly and promptly; (h) that the Trustee perform any and all action entrusted to it hereunder (including, without limitation, the execution of the necessary agreements or receiving or granting any power-of-attorney), pursuant to this Clause Third or any other Clause of this Agreement, implicitly arising from the terms hereof or resulting from applicable law.

Purposes of this Trust. The purposes of the trust created hereby established by this Amendment Agreement and the Trustee’s obligations areof the Trustee are as follows: (a) that the Trustee receive in trust receives ownership of and maintain keeps the Trust Estate as collateral the Trust Assets during the effectiveness term of this Amendment Agreement, as provided hereunder set forth herein and under in accordance with the Financing relevant Applicable Facilities Agreement and the Intercreditor Agreement, until the earlier to either of these events occur of first (i) full the total and final discharge definitive fulfilment of the obligations of vis-à-vis the Participating Creditors Original Lenders and/or the od Additional Lenders under the Intercreditor Agreement and to the satisfaction of the Administrative Agent (acting reasonably) as set forth in the Financing Agreementa reasonable manner), (ii) the release of the Trust Assets, Estate pursuant to the terms of the Intercreditor Agreement, on the Business Day working day following the date on which (1) the Base Currency Amount Consolidated Leverage Ratio of the Exposures of the Participating Creditors under the Facilities has, since the Reference Date, been reduced by an aggregate amount equal to at least forty one point four percent (41.4%) of the aggregate Exposures of the Participating Creditors under the Facilities as at the Reference Date (as each capitalized term is defined in the Financing Agreement), two (2) the Consolidated Leverage Ratio for any most recently concluded Reference Period in Periods with respect of to which a Compliance Certificate has been (or is required to have been) delivered under the Financing relevant Applicable Facilities Agreement (as each capitalized term is defined therein) was not greater than 3.50:1, and (3) no Default is continuing (as the capitalized term one of such terms with initial capital letters is defined in the Financing Facilities Agreement)) is not in excess of 3.75 to 1, and (2) no Default (as such term in initial capital letters is defined in the Facilities Agreement) is ongoing, to the extent this is evidenced by a certificate issued by Cemex SAB together with the most recent Compliance Certificate described in numeral (1) above, or (iii) other any termination as event permitted under Clause Fourteenth hereof Fourteen of this Amendment Agreement has occurred (the earliest of such earlier datedates, the “Termination Date”), as notified in writing to the Trustee by the Beneficiary that any of the events described in numerals (i), (ii) and (iii) above have occurred; (b) that the Trust Assets secure Estate guarantees the Secured Obligations and, as set forth in this Agreementagreed herein, that the TrusteeTrustee may, upon in the occurrence event of an Enforcement Event (as defined in the Intercreditor Agreement; hereinafter, hereinafter an “Enforcement Event”)) occurring, sell such it disposes if the Trust AssetsEstate, and the proceeds of such sale be resulting from that disposal are applied to the payment of the Secured Obligations, as provided in under the terms of this Amendment Agreement and of the Intercreditor Agreement, including for the payment of all the Obligations; (c) that the Trustee re-convey may revert the Trusts Assets that shall then remain remainder of the Trust Estate, as applicable, to the Trustors under this Agreement to the Settlors as it may correspondAmendment Agreement, immediately after the Termination Date, by transferring of the corresponding Transferred Initial Shares or the Additional Shares, as applicable, in accordance with the case may be, according instructions of and charged to the instructions and at the expense of the relevant SettlorTrustor, including by means the endorsement of an endorsement in ownership and delivery of the necessary certificates; (d) that the Trustee maintain may keep the Trust AssetsEstate, exercise, exercise or allow permit the exercise, exercise of the its rights pertaining thereto, as set forth in corresponding under Clause FifthFive, and act carries out the necessary actions to protect it, as a good pater familias (buen padre de familia) in respect of the Trust Assets; it being understood paterfamilias, provided that, should in doubt as to the Trustee have any doubt regarding the exercise of such rightsactions to be taken, it must request instructions from both the Settlors Trustors and the Beneficiary Beneficiary, or from any of the Settlors Trustors or the Beneficiary, as may be applicable, as set forth in accordance with this Amendment Agreement (and, in particular, Clause EighthEight hereof) or, upon in the occurrence event of an Enforcement Event, solely from the Beneficiary (unless except in the case of an emergency arisesemergency, in which case the Trustee shall act as a good pater familias (buen padre de familia) pursuant to paterfamilias, exercising its discretion, using its best judgment and without any responsibility with no liability to the Trustee, except if the Trustee shall have acted with fraudin cases of wilful misconduct, negligence or bad faith (dolo, negligencia o xxxx xxfaith)).; (e) that, in the event that the Trust Assets Estate or a portion thereof be of it is represented by in cash, the Trustee shall invest such cash it in Certificates of the Treasury of the Federation Notes (Certificados de la Tesorería de la Federación or Cetes) (or if or, should these not be available, in any other instrument issued by the Mexican government), whether purchased either directly in a primary offering or in on the secondary market or, if so instructed by upon instructions of the Settlors Trustors and the Beneficiary, in any other instrumentssecurities, as permitted under applicable law regulating at all times pursuant to legal or administrative provisions governing the investment of trust assets funds in trusts (including Circular 1/2005), upon in the occurrence event of an Enforcement Event, in any instrument specified by the BeneficiaryBeneficiary and, and upon the occurrence of once the Termination DateDate has occurred, in any instrument specified instructed by the Settlors Trustors (to the extent any part of the Trust Assets shall remain on Estate is still held to such Datedate), it being understood provided that (i) the Trustee is authorized, authorized for such purposes, purposes to open any necessary bank or investment accounts and undertake to carry out all action such necessary acts to enter into execute the necessary agreements, all as instructed by upon instructions from the Settlors Trustors and the Beneficiary, and (ii) if any dividends or other distributions shall be are received by the Trustee pursuant to under Clause Fifth Five (b) hereofof this Amendment Agreement, and the Settlors Trustors (as opposed to and not the Beneficiary) shall be entitled have the right to receive such those dividends or distributions as therein set forthagreed herein, then the Trustee shall may invest or deliver the applicable amounts received as distributions, dividends or distributions solely as instructed by the Settlors;Trustors; the Trustee has not rendered nor is responsible for rendering any advice to the Parties regarding the convenience or inconvenience of investing, purchasing, selling, maintaining, acquiring or not acquiring any investment instrument. The Trustee shall not be liable for the actions of third parties taking part in the advisory, managing and/or keeping the Trust Estate and that have been appointed by the Parties. (f) that the Trustee enter enters into the necessary agreements or and instruments, and undertake any other action that may be deemed necessary, carries out all the actions necessary to createestablish, maintain and manage the trust created pursuant to the terms of this Agreement constituted established hereunder and to manage the Trust AssetsEstate, as instructed by the Beneficiary or, when where expressly agreedagreed to, by the SettlorsTrustors; (g) that the Trustee perform its remaining obligations contemplated by this Agreement, may duly and promptlypromptly comply with the rest of its obligations set forth in this Amendment Agreement; (h) that the Trustee perform any and all action may carry out each one of the acts entrusted to it hereunder under the terms of this Amendment Agreement (including, without limitationincluding but not limited to the execution of any instruments, the execution of any legal act or the necessary agreements or receiving receipt or granting any power-of-attorney), pursuant to of powers of attorney or commercial orders) under this Clause Third Three or any other Clause of this Amendment Agreement, implicitly arising from or that are imposed to the terms hereof or resulting from Trustee pursuant to the applicable law.

Purposes of this Trust. The purposes of the trust created hereby and the Trustee’s obligations are: (a) that the Trustee receive receives in trust ownership and maintain as collateral the Trust Assets during the effectiveness of this Agreement, as provided hereunder and under the Financing Facilities Agreement and the Intercreditor Agreement, until the earlier to occur of (i) full and final discharge of the obligations of the Participating Original Creditors to the satisfaction of the Administrative Agent (acting reasonably) as set forth in the Financing Intercreditor Agreement, (ii) the release of the Trust Assets, pursuant to the terms of the Intercreditor Agreement, on the Business Day following the date on which (1) the Base Currency Amount of the Exposures of the Participating Creditors under the Facilities has, since the Reference Date, been reduced by an aggregate amount equal to at least forty one point four percent (41.4%) of the aggregate Exposures of the Participating Creditors under the Facilities as at the Reference Date (as each capitalized term is defined in the Financing Agreement), (2) the Consolidated Leverage Ratio for any Reference Period in respect of which a Compliance Certificate has been (or is required to have been) delivered under the Financing Facilities Agreement (as each capitalized term is defined thereinin the Facilities Agreement) was not greater than 3.50:1, and (32) no Default is continuing (as the capitalized term is defined in the Financing Facilities Agreement), or (iii) any other termination as permitted under Clause Fourteenth hereof (such earlier date, the “Termination Date”), provided that the occurrence of any of the events described in paragraphs (i), (ii) and (iii) shall be notified in writing by the Beneficiary to the Trustee; (b) that the Trust Assets secure the Secured Obligations and, as set forth in this Agreement, that the Trustee, upon the occurrence of an Enforcement Event (as defined in the Intercreditor Agreement; hereinafter, an “Enforcement Event”), sell such Trust Assets, and the proceeds of such sale be applied to the payment of the Secured Obligations, as provided in this Agreement and the Intercreditor Agreement; (c) that the Trustee re-convey the Trusts Trust Assets that shall then remain under this Agreement to the Settlors as it may correspond, immediately after the Termination Date, by transferring the corresponding Transferred Shares or Additional Shares, as the case may be, according to the instructions and at the expense of the relevant Settlor, including by means of an endorsement in ownership and delivery of the necessary certificates; (d) that the Trustee maintain the Trust Assets, exercise, or allow the exercise, of the rights pertaining thereto, as set forth in Clause Fifth, and act as a good pater familias (buen padre de familia) in respect of the Trust Assets; , it being understood that, should the Trustee have any doubt regarding the exercise of such rights, it must request instructions from both the Settlors and the Beneficiary or from any of the Settlors or the Beneficiary, as may be applicable, as set forth in this Agreement (and, in particular, Clause Eighth) or, upon the occurrence of an Enforcement Event, solely from the Beneficiary (unless an emergency arises, in which case the Trustee shall act as a good pater familias (buen padre de familia) pursuant to its discretion, using its judgment and without any responsibility to the Trustee, except if the Trustee shall have acted with fraud, negligence or bad faith (dolo, negligencia o xxxx xx)). (e) that, in the event the Trust Assets or a portion thereof be represented by cash, the Trustee invest such cash in Certificates of the Treasury of the Federation (Certificados de la Tesorería de la Federación or Cetes) (or if not available, any other instrument issued by the Mexican government), whether purchased in a primary offering or in the secondary market or, if so instructed by the Settlors and the Beneficiary, in any other instruments, as permitted under applicable law regulating the investment of trust assets (including Circular 1/2005), upon the occurrence of an Enforcement Event, in any instrument specified by the Beneficiary, and upon the occurrence of the Termination Date, in any instrument specified by the Settlors (to the extent any Trust Assets shall remain on such Date), it being understood that (i) the Trustee is authorized, for such purposes, to open any necessary bank or investment accounts and undertake all action to enter into the necessary agreements, all as instructed by the Settlors and the Beneficiary, and (ii) if any dividends or other distributions shall be received by the Trustee pursuant to Clause Fifth (b) hereof, and the Settlors (as opposed to the Beneficiary) shall be entitled to receive such dividends or distributions as therein set forth, then the Trustee shall invest or deliver the applicable amounts received as distributions, solely as instructed by the Settlors; (f) that the Trustee enter into the necessary agreements or instruments, and undertake any other action that may be deemed necessary, to create, maintain and manage the trust created pursuant to the terms of this Agreement and to manage the Trust Assets, as instructed by the Beneficiary or, when expressly agreed, the Settlors; (g) that the Trustee perform its remaining obligations contemplated by this Agreement, duly and promptly; (h) that the Trustee perform any and all action entrusted to it hereunder (including, without limitation, the execution of the necessary agreements or receiving or granting any power-of-attorney), pursuant to this Clause Third or any other Clause of this Agreement, implicitly arising from the terms hereof or resulting from applicable law.

Purposes of this Trust. The purposes of the trust created hereby constituted by means of this Agreement and the Trustee’s obligations areof the Trustee are as follows: (a) in order that the Trustee receive receives ownership of and keeps the Assets Held in trust ownership and maintain Trust as collateral the Trust Assets security during the effectiveness of period that this AgreementAgreement is in effect, as provided hereunder set forth in this Agreement and under in accordance with the Financing corresponding Applicable Facilities Agreement and the Intercreditor Interlender Agreement, until the earlier to occur occurrence of either (i) full the total and final discharge definitive fulfillment of the obligations of vis-à-vis the Participating Creditors Original Lenders and/or the Refinancing Lenders under the Lenders’ Agreement and to the satisfaction of the Administrative Agent (acting reasonablyin a reasonable manner), (ii) the execution of the Assets Held in Trust, as set forth in the Financing Agreement, (ii) release of the Trust Assets, pursuant to the terms of the Intercreditor Interlender Agreement, on the Business Day working day following the date on which (1) the Base Currency Amount of the Exposures of the Participating Creditors under the Facilities has, since the Reference Date, been reduced by an aggregate amount equal to at least forty one point four percent Consolidated Leverage Ratio (41.4%Consolidated Leverage Ratio) of the aggregate Exposures of the Participating Creditors two (2) most recently concluded Reference Periods (Reference Periods) with respect to which a Compliance Certificate (Compliance Certificate) has been submitted under the corresponding Applicable Facilities as at the Reference Date Agreement (as each capitalized term one of those terms with initial capital letters is defined in the Financing Facilities Agreement)) is not in excess of 3.75 to 1, and (2) the Consolidated Leverage Ratio for any Reference Period in respect of which a Compliance Certificate has been no Default (or is required to have beenDefault) delivered under the Financing Agreement (as each capitalized that term is defined therein) was not greater than 3.50:1, and (3) no Default is continuing (as the capitalized term in initial capital letters is defined in the Financing Facilities Agreement)) is ongoing, to the extent that it is owed via a certificate issued by Cemex SAB together with the most recent Compliance Certificate (Compliance Certificate) described in point (1) above, or (iii) other any termination as event permitted under Clause Fourteenth hereof Fourteen of this Agreement has occurred (such earlier datethe earliest of those dates, the “Termination Date”), as notified to it in writing to the Trustee by the Beneficiary that any of the events described in points (i), (ii) and (iii) above have occurred; (b) in order that the Assets Held in Trust Assets secure guarantee the Secured Obligations and, as set forth agreed to in this Agreement, so that the TrusteeTrustee may, upon in the occurrence event of an Enforcement Event (Enforcement Event, as defined in the Intercreditor Interlender Agreement; hereinafter, hereinafter an “Enforcement Event”)) occurring, sell such Trust Assetsdispose of the Assets Held in Trust, and the proceeds of such sale be funds resulting from that disposal are applied to the payment of the Secured Obligations, as provided in under the terms of this Agreement and of the Intercreditor Interlender Agreement, including for the payment of the entirety of the Obligations; (c) in order that the Trustee re-convey may revert the Trusts remainder of the Assets that shall then remain Held in Trust, as applicable, to the Trustors under this Agreement to the Settlors as it may correspondAgreement, immediately after the Termination Date, by transferring via the transfer of the corresponding Transferred Initial Shares or the Additional Shares, as the case may beapplicable, according to in accordance with the instructions and at charged to the expense of the relevant Settlorrespective Trustor, including by means via the endorsement of an endorsement in ownership and delivery of the necessary certificatesthose certificates that are necessary; (d) in order that the Trustee maintain may keep the Trust AssetsAssets Held in Trust, exercise, exercise or allow permit the exercise, exercise of the rights pertaining thereto, as set forth in corresponding to the latter under Clause FifthFive, and act take the steps necessary to protect the latter, as a good pater familias (buen padre de familia) in paterfamilias would do with respect of to the Trust Assets; it being understood latter, on the understanding that, should the Trustee it have any doubt regarding as to the exercise of such rightssteps to be taken, it must request instructions from both the Settlors Trustors and the Beneficiary Beneficiary, or from any of the Settlors Trustors or the Beneficiary, as may be applicable, as set forth in accordance with this Agreement (and, in particular, Clause EighthEight of the present Agreement) or, upon the occurrence of should an Enforcement EventEvent occur, solely from the Beneficiary (unless except in the case of an emergency arisesemergency, in which case event the Trustee shall act as a good pater familias (buen padre de familia) pursuant to paterfamilias would do, exercising its discretion, using its best judgment and without any responsibility liability to the Trustee, except if the Trustee shall have acted with in cases of fraud, negligence or bad faith (dolo, negligencia o xxxx xxfaith)).; (e) in order that, in the event that the Assets Held in Trust Assets or a portion thereof of the latter be represented by in cash, the Trustee shall invest such cash it in Certificates of the Treasury Notes of the Federation (Certificados de la Tesorería de la Federación or Cetes) (or if or, should these not be available, in any other instrument issued by the Mexican government), whether purchased either directly in a primary offering or in on the secondary market or, if so instructed by the Settlors Trustors and the Beneficiary, in any other instrumentssecurities, as permitted under applicable law regulating but at all events pursuant to legal or administrative provisions governing the investment of trust assets funds in trusts (including Circular 1/2005), upon the occurrence of should an Enforcement EventEvent occur, in any instrument specified by specifying the BeneficiaryBeneficiary and, and upon the occurrence of once the Termination DateDate has occurred, in any instrument specified instructed by the Settlors Trustors (to the extent to which any part of the Assets Held in Trust Assets shall remain are held on such Datethat date), it being understood on the understanding that (i) the Trustee is authorized, authorized for such purposes, the foregoing purposes to open any necessary bank or investment accounts and undertake to carry out all action to enter into those acts and formalize those agreements that are necessary, in accordance with the necessary agreements, all as instructed by instructions from the Settlors Trustors and the Beneficiary, and (ii) if should any dividends or other distributions shall be received by the Trustee pursuant to under Clause Fifth Five (b) hereofof the present Agreement, and the Settlors Trustors (as opposed to and not the Beneficiary) shall be entitled have the right to receive such those dividends or distributions as therein set forthagreed to in the present Agreement, then the Trustee shall may invest or deliver the applicable amounts received as distributions, dividends or distributions solely as instructed by the SettlorsTrustors; (f) in order that the Trustee enter into may formalize the necessary agreements or instrumentsand instruments that are necessary, and undertake any other action take those steps that may be deemed necessary, necessary to createconstitute, maintain and manage the trust created pursuant to constituted under the terms of this present Agreement and to manage the Trust AssetsAssets Held in Trust, as instructed by the Beneficiary or, when expressly agreedwhere explicitly agreed to, by the SettlorsTrustors; (g) in order that the Trustee perform its remaining obligations contemplated by this Agreement, may duly and promptlypromptly comply with the rest of its obligations set forth in the present Agreement; (h) in order that the Trustee perform any and all action may carry out each one of the acts entrusted to it hereunder under the terms of this Agreement (including, without limitationincluding but not limited to the signing of any instruments, the execution formalization of any legal act or the necessary agreements or receiving receipt or granting any power-of-attorney), pursuant to of powers of attorney or commercial orders) under this Clause Third Three or any other Clause of this Agreement, implicitly arising from the terms hereof or resulting from that are imposed on it pursuant to applicable lawlegislation.