Cemex Posted Collateral. Cemex hereby (i) pledges to Citibank, as security for the Obligations (as defined in the Security Agreement), and grants to Citibank a first priority continuing security interest in, lien on and right of set-off against all assets transferred by Cemex to or otherwise received by Citibank (and not returned to Cemex pursuant to Section 1.02) in connection with Cemex’s obligations under the Guarantee with respect to the Trust’s obligations to post collateral under the Annex (including, without limitation, the Cemex Initial Delivery Obligation) and all cash and non-cash proceeds of any of the foregoing (collectively, “Cemex Posted Collateral”), (ii) makes the covenants contained in Paragraphs 11(b) and (c) of the Annex and the representations and warranties contained in Paragraph 9 of the Annex (in each case in favor of Citibank and as if Cemex were the “Pledgor” thereunder) with respect to the Cemex Posted Collateral (which representations will be deemed repeated as of each date on which Cemex makes a transfer to Citibank of Cemex Posted Collateral) and (iii) agrees that Citibank shall be entitled to exercise all the rights and remedies described in Paragraph 8(a) of the Annex, subject to the conditions and limitations set forth therein (including in Paragraphs 8(b), 8(c) and 8(d) of the Annex), with respect to the Cemex Posted Collateral (as if Cemex were the “Pledgor” thereunder) in addition to any other rights or remedies Citibank may have against Cemex or the Trust under this or any other agreement or applicable law, all of which may be exercised in such order (including concurrently) as Citibank shall determine in its sole discretion. The parties agree to be bound by the provisions of Paragraph 11(d) of the Annex as if parties thereto.
