THE COLLATERAL AGENT AND THE SECURITIES INTERMEDIARY Sample Clauses

THE COLLATERAL AGENT AND THE SECURITIES INTERMEDIARY. It is hereby agreed as follows:
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THE COLLATERAL AGENT AND THE SECURITIES INTERMEDIARY. The Indenture Trustee hereby appoints HSBC Bank USA, National Association, to act as its collateral agent hereunder, with all of the rights, power, duties and obligations as set forth herein. The Collateral Agent accepts its duties and responsibilities hereunder as collateral agent for the Indenture Trustee. The duties and responsibilities of the Collateral Agent and Securities Intermediary hereunder are subject to the following terms and conditions:
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THE COLLATERAL AGENT AND THE SECURITIES INTERMEDIARY. Section 9.1. Appointment, Powers and Immunities 23 Section 9.2. Instructions of the Company 23 Section 9.3. Reliance by Collateral Agent and Securities Intermediary 24 Section 9.4. Certain Rights 24 Section 9.5. Merger, Conversion, Consolidation or Succession to Business 25 Section 9.6. Rights in Other Capacities 25 Section 9.7. Non-reliance on Collateral Agent and Securities Intermediary 25 Section 9.8. Compensation and Indemnity 25 Section 9.9. Failure to Act 26 Section 9.10. Resignation of Collateral Agent and Securities Intermediary 26 Section 9.11. Right to Appoint Agent or Advisor 27 Section 9.12. Survival 28 Section 9.13. Exculpation 28 ARTICLE X AMENDMENT Section 10.1. Amendment Without Consent of Holders 29 Section 10.2. Amendment with Consent of Holders 29 Section 10.3. Execution of Amendments 30 Section 10.4. Effect of Amendments 30 Section 10.5. Reference of Amendments 30
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THE COLLATERAL AGENT AND THE SECURITIES INTERMEDIARY. 18 SECTION 9.01. Appointment, Powers and Immunities......................................................18 SECTION 9.02. Instructions of the Company.............................................................19 SECTION 9.03. Reliance by Collateral Agent and Securities Intermediary................................19 SECTION 9.04. Rights in Other Capacities..............................................................20 SECTION 9.05. Non-Reliance on Collateral Agent and Securities Intermediary............................20 SECTION 9.06. Compensation and Indemnity..............................................................20 SECTION 9.07. Failure to Act..........................................................................21 SECTION 9.08. Resignation of Collateral Agent and Securities Intermediary.............................21 SECTION 9.09. Right to Appoint Agent or Advisor.......................................................23 SECTION 9.10. Survival................................................................................23 SECTION 9.11. Exculpation.............................................................................23
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THE COLLATERAL AGENT AND THE SECURITIES INTERMEDIARY. The Collateral Agent, the Company and the Call Option Holder hereby agree among themselves as follows (it being understood and agreed that, except as provided in Section 8.08, neither the Unit Agent nor any Holder of Units shall have any rights or duties under this Section 8):
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THE COLLATERAL AGENT AND THE SECURITIES INTERMEDIARY. SECTION 8.1 APPOINTMENT, POWERS AND IMMUNITIES 12 SECTION 8.2 INSTRUCTIONS OF THE COMPANY 14 SECTION 8.3 RELIANCE BY COLLATERAL AGENT AND SECURITIES INTERMEDIARY 14 SECTION 8.4 CERTAIN RIGHTS 15 SECTION 8.5 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS 16 SECTION 8.6 RIGHTS IN OTHER CAPACITIES 16 SECTION 8.7 NON-RELIANCE ON COLLATERAL AGENT AND SECURITIES INTERMEDIARY 16 SECTION 8.8 COMPENSATION AND INDEMNITY 16 SECTION 8.9 FAILURE TO ACT 17 SECTION 8.10 RESIGNATION OF COLLATERAL AGENT AND SECURITIES INTERMEDIARY 18 SECTION 8.11 RIGHT TO APPOINT AGENT OR ADVISOR 19 SECTION 8.12 SURVIVAL 19 SECTION 8.13 EXCULPATION 19 ARTICLE IX AMENDMENT SECTION 9.1 AMENDMENT WITHOUT CONSENT OF HOLDERS 19 SECTION 9.2 AMENDMENT WITH CONSENT OF HOLDERS 20 SECTION 9.3 EXECUTION OF AMENDMENTS 21 Pledge Agreement TABLE OF CONTENTS (continued) Page SECTION 9.4 EFFECT OF AMENDMENTS 21 SECTION 9.5 REFERENCE OF AMENDMENTS 21 ARTICLE X MISCELLANEOUS SECTION 10.1 NO WAIVER 21 SECTION 10.2 GOVERNING LAW; SUBMISSION TO JURISDICTION 22 SECTION 10.3 NOTICES 23 SECTION 10.4 SUCCESSORS AND ASSIGNS 25 SECTION 10.5 COUNTERPARTS 25 SECTION 10.6 SEVERABILITY 25 SECTION 10.7 EXPENSES, ETC 26 SECTION 10.8 SECURITY INTEREST ABSOLUTE 26 SECTION 10.9 NOTICE OF TERMINATION 27 SECTION 10.10 CURRENCY INDEMNITY 27 SECTION 10.11 INCORPORATION BY REFERENCE 27 SECTION 10.12 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS 28 SECTION 10.13 USA PATRIOT ACT 28 Pledge Agreement PLEDGE AGREEMENT, dated as of October 3, 2014 among CEMEX, S.A.B. de C.V., a publicly traded variable capital corporation (sociedad anónima bursátil de capital variable) organized under the laws of Mexico (the “Company”), The Bank of New York Mellon, as collateral agent for the Company (in such capacity, the “Collateral Agent”) and as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Securities Account (in such capacity, the “Securities Intermediary”) and The Bank of New York Mellon, as note purchase contract agent and as attorney-in-fact of the Holders from time to time of the Contingent Convertible Units (in such capacity, the “Note Purchase Contract Agent”) under the Note Purchase Contract Agreement.
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THE COLLATERAL AGENT AND THE SECURITIES INTERMEDIARY 
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Related to THE COLLATERAL AGENT AND THE SECURITIES INTERMEDIARY

  • The Trustee and the Collateral Agent Neither the Trustee nor the Collateral Agent make any representation or warranty as to the validity or sufficiency of this Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.

  • The Administrative Agent and the Collateral Agent Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent and the Collateral Agent (for purposes of this Article VIII, the Administrative Agent and the Collateral Agent are referred to collectively as the “Agents”) its agent and authorizes the Agents to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. The Lenders acknowledge and agree that the Administrative Agent shall also act, subject to and in accordance with the terms of the Intercreditor Agreement, as the administrative agent and collateral agent for the lenders under the Second Lien Term Loan Agreement. The bank serving as the Administrative Agent and/or the Collateral Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Holdings, the Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent hereunder. Neither Agent shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) neither Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is instructed in writing to exercise by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.08), and (c) except as expressly set forth in the Loan Documents, neither Agent shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to Holdings, the Borrower or any of the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent and/or Collateral Agent or any of its Affiliates in any capacity. Neither Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.08) or in the absence of its own gross negligence or willful misconduct. Neither Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by Holdings, the Borrower or a Lender, and neither Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent. Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper person. Each Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by it. Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Credit Facilities as well as activities as Agent. Subject to the appointment and acceptance of a successor Agent as provided below, either Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Borrower (not to be unreasonably withheld or delayed), unless a default of payment or bankruptcy is continuing, in which case no such consent shall be required, to appoint a successor, which shall be a bank with an office in the United States or an Affiliate of such bank with an office in the United States. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (including, for greater certainty, due to the failure of the Borrower to consent to such appointment), then the retiring Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while acting as Agent. Each Lender acknowledges that it has, independently and without reliance upon the Agents or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agents or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder.

  • The Collateral Agent The Collateral Agent will hold in accordance with this Agreement all items of the Collateral at any time received under this Agreement. It is expressly understood and agreed that the obligations of the Collateral Agent as holder of the Collateral and interests therein and with respect to the disposition thereof, and otherwise under this Agreement, are only those expressly set forth in this Agreement and in Section 12 of the Credit Agreement. The Collateral Agent shall act hereunder and thereunder on the terms and conditions set forth herein and in Section 12 of the Credit Agreement.

  • The Collateral Agent’s Duties (a) The powers conferred on the Collateral Agent hereunder are solely to protect the Secured Parties’ interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property.

  • Securities Intermediary The Securities Intermediary, in acting under this Indenture, is entitled to all rights, benefits, protections, immunities and indemnities accorded The Bank of New York Mellon Trust Company, N.A., a national banking association, in its capacity as Indenture Trustee under this Indenture.

  • Securities Intermediary Agreement The Issuer has delivered to the Indenture Trustee a fully executed agreement under which the securities intermediary has agreed to comply with all instructions originated by the Indenture Trustee relating to the Securities Accounts without further consent by the Issuer.

  • Collateral Agent’s Duties The powers conferred on Collateral Agent hereunder are solely to protect Collateral Agent’s security interest in the Collateral, for the benefit of the Secured Parties, and shall not impose any duty upon Collateral Agent to exercise any such powers. Except for the safe custody of any Collateral in its actual possession and the accounting for moneys actually received by it hereunder, Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its actual possession if such Collateral is accorded treatment substantially equal to that which Collateral Agent accords its own property.

  • Collateral Agent (a) The Trustee and each of the Holders by acceptance of the Notes hereby designates and appoints the Collateral Agent as its agent under this Indenture, the Collateral Documents and the Intercreditor Agreements and the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreements and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, the Collateral Documents and the Intercreditor Agreements, and consents and agrees to the terms of the Intercreditor Agreements and each Collateral Document, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. The Collateral Agent agrees to act as such on the express conditions contained in this Section 12.9. The provisions of this Section 12.9 are solely for the benefit of the Collateral Agent and none of the Trustee, any of the Holders nor any of the Grantors shall have any rights as a third party beneficiary of any of the provisions contained herein other than as expressly provided in Section 12.4. Each Holder agrees that any action taken by the Collateral Agent in accordance with the provision of this Indenture, the Intercreditor Agreements and the Collateral Documents, and the exercise by the Collateral Agent of any rights or remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Collateral Documents and the Intercreditor Agreements, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the other Notes Documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder or any Grantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Collateral Documents and the Intercreditor Agreements or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

  • Co-Collateral Agent If appropriate under Applicable Law, Agent may appoint a Person to serve as a co-collateral agent or separate collateral agent under any Loan Document. Each right, remedy and protection intended to be available to Agent under the Loan Documents shall also be vested in such agent. Secured Parties shall execute and deliver any instrument or agreement that Agent may request to effect such appointment. If any such agent shall die, dissolve, become incapable of acting, resign or be removed, then all the rights and remedies of the agent, to the extent permitted by Applicable Law, shall vest in and be exercised by Agent until appointment of a new agent.

  • Successor Administrative Agent and Collateral Agent (a) Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lxxxxxx and Bxxxxxxx. Upon any such notice of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Bxxxxxxx, to appoint a successor Administrative Agent and Collateral Agent; provided that in no event shall any such successor Agent be a Defaulting Lender. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s and Collateral Agent’s resignation hereunder as Administrative Agent and Collateral Agent, the provisions of this Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and Collateral Agent hereunder.

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