Common use of Pledged Bonds Clause in Contracts

Pledged Bonds. As security for the payment of the obligations of the Borrowers in respect of LC Loans, SWMP will pledge to Collateral Agent, and grant to Collateral Agent a security interest in, its right, title and interest in and to Bonds delivered to the Trustee for the account of the LC Issuer in connection with any Tender Drawing (herein called “Pledged Bonds”), pursuant to a pledge agreement in the form of Exhibit D-4 (the “Bond Pledge Agreement”). Any amounts from time to time outstanding in respect of LC Loans may be prepaid (a) at any time by SWMP on one Business Day’s notice stating the amount to be prepaid (which shall be $5,000 or a whole multiple thereof) and (b) at any time on behalf of SWMP on notice from the Borrowers. Upon payment of the amount to be prepaid, together with accrued interest to the date of such prepayment on the amount to be prepaid, the outstanding obligations of the Borrowers in respect of LC Loans shall be reduced by the amount of such prepayment, interest shall cease to accrue on the amount prepaid and Collateral Agent shall release from the pledge and security interest created by the Bond Pledge Agreement a principal amount of Pledged Bonds equal to the amount of such prepayment; provided, however, that prior to such release from the pledge and security interest created by the Bond Pledge Agreement of Bonds delivered to or registered in the name of Collateral Agent in connection with a Tender Drawing, the Borrowers shall have paid to Administrative Agent for the account of the Lenders the amount owing in respect of the interest Drawing, if any, made in conjunction with such Tender Drawing. Such Bonds shall be delivered to or registered in the name of SWMP, in the event of a prepayment pursuant to clause (a) above, or the new Bondholder(s) (as defined in the Indenture) thereof pursuant to Section 6.11(d) of the Indenture, in the event of a prepayment pursuant to clause (b) above, as appropriate.

Pledged Bonds. As security In the event of an Optional or Mandatory Tender resulting in a drawing on a Letter of Credit, following which any of the Bonds became Pledged Bonds, interest on such Pledged Bonds shall be payable to the Bank in accordance with Section 2.3(a)(vi) hereof, and otherwise in accordance with the applicable Indenture, and the principal amount thereof shall be payable upon demand by the Bank. Pledged Bonds shall be held by the Tender Agent as agent for the payment Bank (and shall be shown as such on the registration books maintained by the Tender Agent) unless and until the Bank gives the Tender Agent written confirmation that (i) the applicable Letter of Credit has been reinstated in full with respect to such drawing and (ii) the Pledged Bonds are no longer Bank Bonds. Pending such reinstatement of the obligations Letter of Credit and release of such Pledged Bonds, the Bank shall be entitled to receive all payments of principal of and interest on such Pledged Bonds and such Bonds shall not be transferable or deliverable to any party (including the Issuer) except the Bank. The Remarketing Agent shall continue to use its best efforts to arrange for the sale of Pledged Bonds, subject to full reinstatement of the Borrowers in applicable Letter of Credit with respect of LC Loans, SWMP will pledge to Collateral Agent, and grant to Collateral Agent a security interest in, its right, title and interest in and to Bonds delivered to the Trustee for the account of the LC Issuer in connection drawings with any Tender Drawing (herein called “Pledged Bonds”)which such Bonds were purchased, pursuant to at a pledge agreement in the form of Exhibit D-4 (the “Bond Pledge Agreement”). Any amounts from time to time outstanding in respect of LC Loans may be prepaid (a) at any time by SWMP on one Business Day’s notice stating the amount to be prepaid (which shall be $5,000 or a whole multiple thereof) and (b) at any time on behalf of SWMP on notice from the Borrowers. Upon payment of the amount to be prepaid, together with accrued interest to the date of such prepayment on the amount to be prepaid, the outstanding obligations of the Borrowers in respect of LC Loans shall be reduced by the amount of such prepayment, interest shall cease to accrue on the amount prepaid and Collateral Agent shall release from the pledge and security interest created by the Bond Pledge Agreement a principal amount of Pledged Bonds price equal to the principal amount thereof, plus accrued interest thereon at the rate set forth in Section 2.3(a)(vi) hereof. During such time as the Bank is the owner of such prepayment; providedany Pledged Bond, however, that prior to such release from the pledge and security interest created by the Bond Pledge Agreement of Bonds delivered to or registered in the name of Collateral Agent in connection with a Tender Drawing, the Borrowers it shall have paid to Administrative Agent for the account all of the Lenders rights granted to a Bondholder under the amount owing in respect of Indentures and Tender Agent Agreement, and such additional rights as may be available to the interest Drawing, if any, made in conjunction with such Tender Drawing. Such Bonds shall be delivered to or registered in the name of SWMP, in the event of a prepayment pursuant to clause (a) above, or the new Bondholder(s) (as defined in the Indenture) thereof pursuant to Section 6.11(d) of the Indenture, in the event of a prepayment pursuant to clause (b) above, as appropriateBank hereunder.

Pledged Bonds. As security Bonds purchased with proceeds of a drawing under a Letter of Credit pursuant to this Section shall constitute "Pledged Bonds" and shall be held by the Tender Agent as agent for the payment Letter of Credit Issuer as pledgee of the obligations Borrower pursuant to the Pledge Agreement (and shall be shown as such on the Registration Books) unless and until (1) the Trustee and the Tender Agent have written confirmation from the Letter of Credit Issuer to the extent contemplated by the terms of the Borrowers Letter of Credit that the Letter of Credit has been reinstated with respect to such drawing and (2) the Letter of Credit Issuer has notified the Tender Agent by telephone (thereafter promptly confirmed in respect of LC Loans, SWMP will writing) that such Bonds have been released from the pledge to Collateral Agent, and grant to Collateral Agent a security interest in, its right, title and interest in and to Bonds delivered pursuant to the Trustee for the account Pledge Agreement and are no longer Pledged Bonds. Pending reinstatement of the LC Letter of Credit and release of such pledge as aforesaid, such Bonds shall not be transferable or deliverable to any party (including the Borrower) except the Letter of Credit Issuer in connection with any Tender Drawing (herein called “Pledged Bonds”), pursuant to a pledge agreement in the form of Exhibit D-4 (the “Bond Pledge Agreement”). Any amounts from time to time outstanding in respect Unless the Letter of LC Loans may be prepaid (a) at any time by SWMP Credit Issuer has notified the Trustee of the occurrence of an event of default under the Reimbursement Agreement, all interest payable on one Business Day’s notice stating the amount to be prepaid (which Pledged Bonds shall be $5,000 or a whole multiple thereof) and (b) at any time on behalf payable to the Borrower. Upon receipt by the Trustee of SWMP on notice from the Borrowers. Upon payment Letter of Credit Issuer of the amount to occurrence of an event of default under the Reimbursement Agreement, all interest payable on Pledged Bonds shall be prepaid, together with accrued interest payable to the date Letter of such prepayment on Credit Issuer. The Remarketing Agent shall, at the amount to be prepaid, the outstanding obligations request of the Borrowers in Letter of Credit Issuer, continue to use its best efforts to arrange for the sale of any Pledged Bonds, subject to full reinstatement of the Letter of Credit with respect of LC Loans shall be reduced by to the amount of drawings with which such prepaymentBonds were purchased, interest shall cease to accrue on the amount prepaid and Collateral Agent shall release from the pledge and security interest created by the Bond Pledge Agreement at a principal amount of Pledged Bonds price equal to the principal amount of such prepayment; providedthereof plus accrued interest. Notwithstanding anything to the contrary in this subsection, howeverif and for so long as the Bonds are to be registered in accordance with Section 2.11 hereof, that prior to such release from the pledge and security interest created by the Bond Pledge Agreement of registration requirements under this subsection (v) shall be deemed satisfied if Pledged Bonds delivered to or are (1) registered in the name of Collateral Agent DTC or its nominee in connection accordance with a Tender DrawingSection 2.11 hereof, (2) credited on the Borrowers shall have paid books of DTC to Administrative Agent for the account of the Lenders Tender Agent (or its nominee) and (3) further credited on the amount owing in respect books of the interest Drawing, if any, made in conjunction with such Tender Drawing. Such Bonds shall be delivered Agent (or its nominee) to or registered in the name of SWMP, in the event of a prepayment pursuant to clause (a) above, or the new Bondholder(s) (as defined in the Indenture) thereof pursuant to Section 6.11(d) account of the Indenture, in the event Letter of a prepayment pursuant to clause Credit Issuer (b) above, as appropriateor its designee).

Pledged Bonds. As security for If any Bond is purchased pursuant to Section 3.07 with moneys drawn under the payment Letter of Credit pursuant to Section 3.09(b), if no Book-Entry System is then in effect, that Bond shall be delivered to and held by the Trustee, shall be registered in the name of the obligations Company and shall constitute a Pledged Bond until released as herein provided. A Pledged Bond so held by the Trustee shall be released only upon receipt by the Trustee or the 41 Bank of an amount equal tot he principal amount thereof plus accrued interest, if any, thereon to the date of purchase and receipt by the Trustee of written confirmation from the Bank of the Borrowers reinstatement of the amounts available to be drawn under the Letter of Credit to cover the full principal amount of all Outstanding Bonds plus Adequate Interest Coverage. If a Book-Entry System is then in respect effect, Bonds purchased with Letter of LC Loans, SWMP will pledge Credit proceeds pursuant to Collateral Agent, and grant to Collateral Agent a security interest in, its right, title and interest in and to Bonds delivered to Section 3.09(b) shall be reflected on the Trustee records of the Securities Depository as being held for the account of the LC Issuer Trustee, and the Trustee agrees that it shall hold such Bonds solely for the Bank's benefit. While a Book-Entry System is in connection effect, the Trustee shall cause the release of such Bonds from its account on the records of the Securities Depository only under the conditions for release of Pledged bonds set forth above in this paragraph. During the Daily Rate Mode, CP Rate Mode, and the Weekly Rate Mode and, subject to the Remarketing Agreement, unless otherwise directed in writing by the Bank, the Adjustable Rate Mode, the Remarketing Agent shall use its best efforts to remarket Pledged Bonds in accordance with the provisions of the Remarketing Agreement. If the Remarketing Agent remarkets any Tender Drawing Pledged Bond, the Remarketing Agent shall give the notice described in the first sentence of Section 3.08(c), and shall direct the purchaser of such Pledged bond to transfer, by 10:30 a.m. (herein called “or, in the case of bonds in the Daily Rate Mode, 11:30 a.m.) on the purchase date, the purchase price of such remarketed Pledged Bond to the Bank, with notice thereof to the Company and the Trustee. The Remarketing Agent shall deliver remarketed Pledged Bonds to the purchasers thereof in accordance with Section 3.10. On each Interest Payment Date prior to the release of Pledged Bonds”), pursuant to a pledge agreement the Trustee shall apply moneys in the form Non-Available Moneys Account of Exhibit D-4 (the “Bond Pledge Agreement”). Any amounts from time Fund to time outstanding the payment of principal of and interest on such Pledged Bonds, but shall not draw on the Letter of Credit or use moneys in the Letter of Credit Account of the Bond Fund for such purpose to any extent whatsoever; and the Trustee shall receive for the account of the Bank the interest and principal paid in respect of LC Loans may be prepaid (a) at any time by SWMP on one Business Day’s notice stating such Pledged Bonds, and immediately upon such receipt the amount to be prepaid (which Trustee shall be $5,000 or a whole multiple thereof) pay such interest and (b) at any time on behalf of SWMP on notice from the Borrowers. Upon payment of the amount to be prepaid, together with accrued interest principal over to the date of such prepayment on the amount Bank pursuant to be prepaid, the outstanding obligations of the Borrowers in respect of LC Loans shall be reduced by the amount of such prepayment, interest shall cease to accrue on the amount prepaid and Collateral Agent shall release from the pledge and security interest created by the Bond Pledge Agreement a principal amount of Pledged Bonds equal written wire transfer instructions acceptable to the amount of such prepaymentTrustee; provided, however, that prior to if at such release from time the pledge and security interest created Trustee has been notified in writing by the Bond Pledge Agreement of Bank that there shall not remain any amount due and owing to the Bank under the Reimbursement Agreement, such interest and principal payments shall be paid over to the Company. The Trustee recognizes and agrees in this Indenture that while it holds Pledged Bonds, such Pledged Bonds delivered to or registered in are held by the name of Collateral Agent in connection with a Tender Drawing, the Borrowers shall have paid to Administrative Agent Trustee for the account benefit of the Lenders Bank, as a first priority secured creditor. Notwithstanding anything in this Indenture to the amount owing in respect of contrary, so long as the interest Drawingbonds are held under the Book-Entry System, if any, made in conjunction with such Tender Drawing. Such Pledged Bonds shall not be delivered to or registered in and held by the name Trustee; rather transfers of SWMP, in beneficial ownership of Bonds to the event of a prepayment persons indicated above will be effected pursuant to clause (a) above, or the new Bondholder(s) (as defined in rules and procedures established by the Indenture) thereof pursuant to Section 6.11(d) of the Indenture, in the event of a prepayment pursuant to clause (b) above, as appropriateSecurities Depository.

Pledged Bonds. As security for the payment of the obligations of the Borrowers in respect of LC Loans, SWMP will pledge to Collateral Agent, and grant to Collateral Agent a security interest in, its right, title and interest in and to Bonds delivered to the Trustee for the account of the LC Issuer in connection with any Tender Drawing (herein called “"Pledged Bonds”"), pursuant to a pledge agreement in the form of Exhibit D-4 (the “"Bond Pledge Agreement”"). Any amounts from time to time outstanding in respect of LC Loans may be prepaid (a) at any time by SWMP on one Business Day’s 's notice stating the amount to be prepaid (which shall be $5,000 or a whole multiple thereof) and (b) at any time on behalf of SWMP on notice from the Borrowers. Upon payment of the amount to be prepaid, together with accrued interest to the date of such prepayment on the amount to be prepaid, the outstanding obligations of the Borrowers in respect of LC Loans shall be reduced by the amount of such prepayment, interest shall cease to accrue on the amount prepaid and Collateral Agent shall release from the pledge and security interest created by the Bond Pledge Agreement a principal amount of Pledged Bonds equal to the amount of such prepayment; provided, however, that prior to such release from the pledge and security interest created by the Bond Pledge Agreement of Bonds delivered to or registered in the name of Collateral Agent in connection with a Tender Drawing, the Borrowers shall have paid to Administrative Agent for the account of the Lenders the amount owing in respect of the interest Drawing, if any, made in conjunction with such Tender Drawing. Such Bonds shall be delivered to or registered in the name of SWMP, in the event of a prepayment pursuant to clause (a) above, or the new Bondholder(s) (as defined in the Indenture) thereof pursuant to Section 6.11(d) of the Indenture, in the event of a prepayment pursuant to clause (b) above, as appropriate.

Pledged Bonds. As The Bond Registrar shall register in the name of the Tender Agent as the Credit Facility Issuer’s designee or such other party designated by the Credit Facility Issuer any Bonds delivered to the Tender Agent pursuant to Section 5.04(a)(ii) upon receipt of notice from the Tender Agent of such delivery. Thereafter, the Tender Agent shall hold such Bonds pledged for the account of and subject to the security interest in favor of the Credit Facilitx Xxxuer pursuant to the Custodian Agreement. Each such Bond shall constitute a Pledged Bond until released as provided herein and in the Custodian Agreement, shall be deposited in a separate custodial account established by the Tender Agent pursuant to the Custodian Agreement, and shall be released only in accordance with the Custodian Agreement and only (a) after the Tender Agent shall have been notified in writing (either by hand delivery or facsimile transmission) by the Credit Facility Issuer that the Credit Facility has been reinstated for the principal and interest portions of the drawing made to pay the purchase price of such Bond and (b) either upon telephonic notice (promptly confirmed within one Business Day in writing) to the Tender Agent and the Trustee from the Remarketing Agent that such Bond has been marketed at a purchase price equal to the principal amount thereof plus accrued interest, if any, thereon to the date of purchase or upon Electronic Notice from the Credit Facility Issuer which directs the Tender Agent to release such Bond to the Company. Upon the remarketing of a Pledged Bond as described in the preceding sentence, such Bond shall be released and delivered to the purchaser thereof as identified by the Remarketing Agent against receipt of such purchase price from the purchaser on such date. The proceeds received from the remarketing of any Pledged Bond shall be paid by wire transfer and in immediately available funds on the Purchase Date to the Credit Facility Issuer. Upon receipt of the above-described Electronic Notice from the Credit Facility Issuer, the Tender Agent shall deliver such Bonds to the Company to be held pursuant to Section 5.04(a)(iii). On each Interest Payment Date prior to the release of Pledged Bonds, the Trustee shall apply moneys credited to the Company Account of the Bond Fund to the payment of the obligations principal, redemption price, if any, and interest on such Pledged Bonds in the manner provided in Section 6.02, but shall not draw on the Credit Facility or otherwise use moneys credited to the Credit Facility Account of the Borrowers Bond Fund for that purpose to any extent whatsoever. If, on any date prior to the release of Pledged Bonds, all Bonds are called for redemption pursuant to Article IX hereof or the Trustee declares an acceleration of the Bonds pursuant to Article XI hereof, then those Pledged Bonds shall be deemed to have been paid by the Credit Facility Issuer in respect of LC Loans, SWMP will pledge to Collateral Agent, principal of the Bonds upon such redemption or acceleration and grant to Collateral Agent a security interest in, its right, title and interest in and to Bonds shall thereupon be delivered to the Trustee for cancellation. It is recognized and agreed by the account Tender Agent that such Pledged Bonds are held by the Tender Agent under the Custodian Agreement for the benefit of the LC Credit Facility Issuer as a secured creditor. Notwithstanding anything to the contrary in connection with any Tender Drawing (herein called “Pledged Bonds”)this Section 5.05, pursuant to a pledge agreement in if and for so long as the form of Exhibit D-4 (the “Bond Pledge Agreement”). Any amounts from time to time outstanding in respect of LC Loans may be prepaid (a) at any time by SWMP on one Business Day’s notice stating the amount Bonds are to be prepaid (which registered in accordance with Section 2.11, the registration requirements under this Section shall be $5,000 or a whole multiple thereof) and (b) at any time on behalf of SWMP on notice from the Borrowers. Upon payment of the amount to be prepaid, together with accrued interest to the date of such prepayment on the amount to be prepaid, the outstanding obligations of the Borrowers in respect of LC Loans shall be reduced by the amount of such prepayment, interest shall cease to accrue on the amount prepaid and Collateral Agent shall release from the pledge and security interest created by the Bond Pledge Agreement a principal amount of deemed satisfied if Pledged Bonds equal to the amount of such prepayment; provided, however, that prior to such release from the pledge and security interest created by the Bond Pledge Agreement of Bonds delivered to or are (i) registered in the name of Collateral Agent the Depository or its nominee in connection accordance with a Tender DrawingSection 2.11, (ii) credited on the Borrowers shall have paid books of the Depository to Administrative Agent for the account of the Lenders Tender Agent (or its nominee) and (iii) further credited on the amount owing in respect books of the interest Drawing, if any, made in conjunction with Tender Agent (or such Tender Drawing. Such Bonds shall be delivered nominee) to or registered in the name of SWMP, in the event of a prepayment pursuant to clause (a) above, or the new Bondholder(s) (as defined in the Indenture) thereof pursuant to Section 6.11(d) account of the Indenture, in the event of a prepayment pursuant to clause Credit Facility Issuer (b) above, as appropriateor its designee).