Post-Default Withdrawals from the Citibank Collection Account. Notwithstanding any other provision of this Agreement, unless the Borrower shall have deposited with the Agent Cash Collateral in an amount equal to the Commitments as of the time of such deposit, from and after the occurrence of an Event of Default and for so long as the same is continuing unwaived, neither the Borrower nor any Person or entity claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Citibank Collection Accounts other than funds in excess of the Obligations then due and payable. The Agent may, at any time after the occurrence and during the continuance of an Event of Default, (a) apply amounts on deposit in the Citibank Collection Account to payment of the outstanding Loans and other Obligations in accordance with Section 3.02(b)(ii) and (b) sell or cause to be sold any Cash Equivalents being held by the Agent in the Citibank Collection Account as Cash Collateral at any broker's board or at public or private sale, in one or more sales or lots, at such price as the Agent may deem best, without assumption of any credit risk, and the purchaser of any or all such Cash Equivalents so sold shall thereafter own the same, absolutely free from any claim, encumbrance or right of any kind whatsoever. The Agent or any Holder may, in its own name or in the name of a designee or nominee, buy such Cash Equivalents at any public sale and, if permitted by applicable law, buy such Cash Equivalents at any private sale. The Agent shall apply the proceeds of any such sale, net of any reasonable expenses incurred in connection therewith, and any other funds deposited in the Citibank Collection Account to the payment of the Obligations in accordance with Section 3.02(b)(ii). The Borrower agrees that any sale of Cash Equivalents conducted in conformity with reasonable commercial practices of banks, commercial finance companies, insurance companies or other financial institutions disposing of property similar to such Cash Equivalents shall be deemed to be commercially reasonable and any requirements of reasonable notice shall be met if such notice is given by the Agent within a commercially reasonable time prior to such disposition, the time of delivery of which notice the parties hereto agree shall in no event be required to be greater than ten (10) Business Days before the date of the intended sale or disposition. Any other requirement of notice, demand or advertisement for sale is waived to the extent permitte...
