be terminated, whereupon the same shall forthwith
terminate, and (ii) send notice to Applicant of the occurrence of an Event of
Default thereby resulting in (I) the termination of the Credits on the tenth
Business Day following receipt by Applicant of such notice and (II) pursue all
other remedies available at law, by contract, in equity or otherwise.
(B) CITIBANK AGREES, TO THE FULLEST EXTENT PERMITTED BY LAW, (I) TO APPLY THE
PROCEEDS OF EACH DRAW UNDER THE SECURITY LETTER OF CREDIT DIRECTLY TO THE
SATISFACTION OF THE OBLIGATIONS DUE AND PAYABLE AT THE TIME OF SUCH DRAW AND
(II) TO APPLY ANY REMAINING AMOUNT OF SUCH DRAW (AND ANY PROCEEDS OR INVESTMENTS
THEREOF) DIRECTLY TO THE OTHER OBLIGATIONS, WHEN AND AS SUCH OBLIGATIONS BECOME
DUE AND PAYABLE (SUCH DRAWN AMOUNTS AND ANY PROCEEDS OR INVESTMENTS THEREOF,
"SECURITY LETTER OF CREDIT PROCEEDS").
RECEIPT OR APPLICATION OF THE SECURITY
LETTER OF CREDIT PROCEEDS TO THE OBLIGATIONS IN ACCORDANCE WITH THE FOREGOING
SHALL CONSTITUTE FOR ALL PURPOSES OF THIS AGREEMENT (INCLUDING REINSTATEMENT, IF
APPLICABLE, OF AMOUNTS AVAILABLE TO BE DRAWN UNDER ANY CREDIT) SATISFACTION OF
THE OBLIGATIONS TO THE EXTENT OF THE AMOUNTS SO APPLIED.
(C)
SUBJECT TO SECTION 15(B), APPLICANT AGREES THAT CITIBANK WILL HAVE THE SOLE
RIGHT TO SELL, PLEDGE, REHYPOTHECATE, ASSIGN, INVEST, USE, COMMINGLE OR
OTHERWISE DISPOSE OF, OR OTHERWISE USE IN ITS BUSINESS ANY SECURITY
7
LETTER OF CREDIT PROCEEDS IT HOLDS, FREE FROM ANY CLAIM OR RIGHT OF ANY NATURE
WHATSOEVER OF APPLICANT, INCLUDING ANY EQUITY OR RIGHT OF REDEMPTION BY
APPLICANT.
FOR PURPOSES OF ANY RIGHTS OR REMEDIES AUTHORIZED UNDER THIS
AGREEMENT, CITIBANK WILL BE DEEMED TO CONTINUE TO HOLD ALL SECURITY LETTER OF
CREDIT PROCEEDS, REGARDLESS OF WHETHER CITIBANK HAS EXERCISED ANY RIGHTS WITH
RESPECT TO ANY SECURITY LETTER OF CREDIT PROCEEDS PURSUANT TO THE PRECEDING
SENTENCE.
(D) CITIBANK AGREES THAT PROMPTLY FOLLOWING THE TERMINATION DATE, CITIBANK WILL
RETURN TO APPLICANT ALL SECURITY LETTER OF CREDIT PROCEEDS, IF ANY, THEN HELD BY
CITIBANK. CITIBANK AND APPLICANT AGREE THAT, FOR THE AVOIDANCE OF DOUBT, (I) THE
SECURITY LETTER OF CREDIT PROCEEDS ARE THE PROPERTY OF CITIBANK AND NOT OF
APPLICANT, (II) APPLICANT HAS NO INTEREST IN THE SECURITY LETTER OF CREDIT OR
ANY SECURITY LETTER OF CREDIT PROCEEDS OTHER THAN THE RIGHT TO RECEIVE ANY
REMAINING SECURITY LETTER OF CREDIT PROCEEDS FOLLOWING THE TERMINATION DATE AS
DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE, AND (III) THIS AGREEMENT DOES
NOT CONSTITUTE A TRANSFER OF THE PROPERTY OF APPLICANT.
(E) APPLICANT AGREES THAT, FROM TIME TO TIME UPON THE WRITTEN REQUEST OF
CITIBANK, APPLICANT WILL EXECUTE AND DELIVER SUCH FURTHER DOCUMENTS AND DO SUCH
OTHER ACTS AND THINGS AS CITIBANK MAY REASONABLY REQUEST IN ORDER FULLY TO
EFFECT THE PURPOSES OF THIS SUBSECTION.
CITIBANK MAY EMPLOY AGENTS AND
ATTORNEYS IN FACT IN CONNECTION WITH THIS SECTION AND SHALL NOT BE RESPONSIBLE
FOR THE NEGLIGENCE OR MISCONDUCT OF ANY SUCH AGENTS OR ATTORNEYS IN FACT
SELECTED BY IT IN GOOD FAITH.
16.
Set-off. If any Event of Default shall