Common use of Disposal Proceeds Clause in Contracts

Disposal Proceeds. (a) The Company shall use any amounts of Disposal Proceeds and Permitted Securitisation Proceeds (together, “Relevant Disposal Proceeds”) to: (i) repay or prepay the Facilities in accordance with Clause 7 (Repayment) or Clause 9.5 (Voluntary prepayment of Loans) respectively or otherwise pursuant to the terms of this Agreement; (ii) repay or prepay any Financial Indebtedness of the CEMEX Group (including any scheduled amortisation payments) where the tenor of such Financial Indebtedness is less than one year from the date of such repayment or prepayment, save unless a member of the CEMEX Group is required to prepay or repay any indebtedness with such proceeds (in which case they shall be so used and this tenor requirement shall not apply); (iii) if, having used its reasonable endeavours to procure an amendment to any capital markets indebtedness of the Group outstanding on the Third Amendment Date to reflect the terms of the financial covenants contained in Clause 22 (Financial covenants), it has been unable to do so and is therefore required to prepay such indebtedness, make such prepayment; or (iv) if, during any financial year of the Company in which Relevant Disposal Proceeds are received, the Company determines that it will require funds during that financial year to meet its obligations falling due in the ordinary course of its business (after taking into account any cash available to the Group or to be received by the Group during such period and not required to meet any specific obligations during such period) retain such Relevant Disposal Proceeds and apply them towards such obligations, provided that: (i) the maximum amount of Relevant Disposal Proceeds that may be retained in this way in any financial year of the Company, when aggregated with all Relevant Disposal Proceeds retained in this way in such financial year shall not exceed the lower of (1) US$200 million (or its equivalent in other currencies) and (2) 20 per cent. of the aggregate Relevant Disposal Proceeds which have been received by the Company or any member of the Group in that financial year of the Company; and (ii) if any Relevant Disposal Proceeds are retained in this way and not in fact used to meet obligations falling due in the ordinary course of its business referred to above in the financial year of the Company in which such Relevant Disposal Proceeds are received, the amount which has not been so applied shall be applied promptly by the Company for one or more of the purposes set out in sub-paragraphs (i) to (iii) (inclusive) above, and further provided that the Company shall notify the Agent of any amounts which it intends to retain from Relevant Disposal Proceed pursuant to this paragraph (iv) promptly after receipt of the same. (b) In this Clause 23.7:

Disposal Proceeds. (a) The Company shall use any amounts of Disposal Proceeds and Permitted Securitisation Proceeds (together, “Relevant Disposal Proceeds”) to: (i) repay or prepay the Facilities in accordance with Clause 7 (Repayment) or Clause 9.5 9.4 (Voluntary prepayment of Loans) respectively or otherwise pursuant to the terms of this Agreement; (ii) repay or prepay any Financial Indebtedness of the CEMEX Group (including any scheduled amortisation payments) where the tenor of such Financial Indebtedness is less than one year from the date of such repayment or prepayment, save unless a member of the CEMEX Group is required to prepay or repay any indebtedness with such proceeds (in which case they shall be so used and this tenor requirement shall not apply); (iii) if, having used its reasonable endeavours to procure an amendment to any capital markets markets’ indebtedness of the Group outstanding on the Third Amendment Effective Date to reflect the terms of the financial covenants contained in Clause 22 (Financial covenants), it has been unable to do so and is therefore required to prepay such indebtedness, make such prepayment; or (iv) if, during any financial year of the Company in which Relevant Disposal Proceeds are received, the Company determines that it will require funds during that financial year to meet its obligations falling due in the ordinary course of its business (after taking into account any cash available to the Group or to be received by the Group during such period and not required to meet any specific obligations during such period) retain such Relevant Disposal Proceeds and apply them towards such obligations, provided that: (iA) the maximum amount of Relevant Disposal Proceeds that may be retained in this way in any financial year of the Company, when aggregated with all Relevant Disposal Proceeds retained in this way in such financial year shall not exceed the lower of (1) US$200 million (or its equivalent in other currencies) and (2) 20 per cent. of the aggregate Relevant Disposal Proceeds which have been received by the Company or any member of the Group in that financial year of the Company; and (iiB) if any Relevant Disposal Proceeds are retained in this way and not in fact used to meet obligations falling due in the ordinary course of its business referred to above in the financial year of the Company in which such Relevant Disposal Proceeds are received, the amount which has not been so applied shall be applied promptly by the Company for one or more of the purposes set out in sub-paragraphs (i) to (iii) (inclusive) above, and further provided that the Company shall notify the Agent of any amounts which it intends to retain from Relevant Disposal Proceed Proceeds pursuant to this paragraph (iv) promptly after receipt of the same. (b) In this Clause 23.7:

Disposal Proceeds. (a) The Company shall use any amounts of Disposal Proceeds (having first complied with its obligations to prepay the Facilities as required by Clause 8.6 (Mandatory Prepayment from Disposal Proceeds)) and any amounts of Permitted Securitisation Proceeds (together, “Relevant Disposal Proceeds”) to: (ia) otherwise repay or prepay the Facilities in accordance with Clause 7 6 (Repayment) or Clause 9.5 8.4 (Voluntary prepayment of Loans) respectively or otherwise pursuant to the terms of this Agreement; (iib) repay or prepay any Financial Indebtedness of the CEMEX Group (including any scheduled amortisation payments) where the tenor of such Financial Indebtedness is less than one year from the date of such repayment or prepayment, save unless a member of the CEMEX Group is required to prepay or repay any indebtedness with such proceeds (in which case they shall be so used and this tenor requirement shall not apply); (iiic) if, having used its reasonable endeavours to procure an amendment to any capital markets indebtedness of the Group outstanding on the Third Amendment Effective Date to reflect the terms of the financial covenants contained in Clause 22 21 (Financial covenants), it has been unable to do so and is therefore required to prepay such indebtedness, make such prepayment; or (ivd) if, during any financial year of the Company in which Relevant Disposal Proceeds are received, the Company determines that it will require funds during that financial year to meet its obligations falling due in the ordinary course of its business (after taking into account any cash available to the Group or to be received by the Group during such period and not required to meet any specific obligations during such period) retain such Relevant Disposal Proceeds and apply them towards such obligations, provided that: (i) the maximum amount of Relevant Disposal Proceeds that may be retained in this way in any financial year of the Company, when aggregated with all Relevant Disposal Proceeds retained in this way in such financial year shall not exceed the lower of (1) US$200 million (or its equivalent in other currencies) and (2) 20 per cent. of the aggregate Relevant Disposal Proceeds which have been received by the Company or any member of the Group in that financial year of the Company; and (ii) if any Relevant Disposal Proceeds are retained in this way and not in fact used to meet obligations falling due in the ordinary course of its business referred to above in the financial year of the Company in which such Relevant Disposal Proceeds are received, the amount which has not been so applied shall be applied promptly by the Company for one or more of the purposes set out in sub-paragraphs (ia) to (iiic) (inclusive) above, and further provided that the Company shall notify the Agent of any amounts which it intends to retain from Relevant Disposal Proceed pursuant to this paragraph (ivd) promptly after receipt of the same. (b) In this Clause 23.7: