Common use of Pledged Bonds Clause in Contracts

Pledged Bonds. (a) As additional security for the performance of its obligations under this Agreement, the Company hereby pledges, assigns, hypothecates and transfers to the Bank all of its right, title and interest in and to the Pledged Bonds, and does hereby grant to the Bank a security interest in the Pledged Bonds and all amounts payable thereon and the proceeds thereof. (b) If the Bank is reimbursed for the purchase price of Pledged Bonds with respect to which a C Drawing has been made, such Pledged Bonds shall be released from the pledge and assignment made hereby and shall be delivered to or upon the order of the Company. (c) All payments of principal and interest on Pledged Bonds shall be made directly to the Bank. If, while the Bank or its designated agent holds Pledged Bonds, the Company shall receive any interest or principal payment in respect of such Pledged Bonds, the Company agrees to accept the same as agent for the Bank and to hold the same in trust on behalf of the Bank and to deliver the same forthwith to the Bank. All sums of money so paid in respect of principal, premium or interest on such Pledged Bonds which are received by the Company and paid to the Bank, or which shall be received directly by the Bank from the Trustee, shall be credited against the reimbursement obligation of the Company as provided in Section 2.02(d). (d) If an Event of Default exists, the Bank may, without notice, exercise all rights, privileges or options pertaining to any Pledged Bonds as if it were the absolute owner thereof, upon such terms and conditions as it may determine, all without liability except to account to the Company for property actually received by it. In addition to the rights and remedies granted to it in this Agreement, the Bank or its designated agent shall have the authority to exercise all rights and remedies of a secured party under the Alabama Uniform Commercial Code. The Company shall be liable for the deficiency if the proceeds of any sale or other disposition of the Pledged Bonds and the Collateral are insufficient to pay all amounts to which the Bank is entitled. The Bank shall have no duty to exercise any of such rights, privileges or options and shall not be responsible for any failure to do so or any delay in so doing. (e) Except as contemplated herein, without the prior written consent of the Bank, the Company agrees that it will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Bonds, nor will it create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to any of the Pledged Bonds, or any interest therein, or any proceeds thereof, except for the lien and security interest provided for by this Agreement. (f) The Company further agrees to do or cause to be done all such other reasonable acts and things as may be necessary to make any disposition or sale of any portion or all of the Pledged Bonds permitted by this Agreement valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts or governmental authorities having jurisdiction over any such disposition or sales, all at the Company’s expense.

Pledged Bonds. (a) As additional security for the performance of its obligations under this Agreement, the Company Alcool hereby pledges, assigns, hypothecates and transfers to the Bank all of its right, title and interest in and to the Pledged Bonds, and does hereby grant to the Bank a security interest in the Pledged Bonds and all amounts payable thereon and the proceeds thereof. (b) If the Bank is reimbursed for the purchase price of Pledged Bonds with respect to which a C Drawing has been made, such Pledged Bonds shall be released from the pledge and assignment made hereby and shall be delivered to or upon the order of the CompanyAlcool. (c) All payments of principal and interest on Pledged Bonds shall be made directly to the Bank. If, while the Bank or its designated agent holds Pledged Bonds, the Company Alcool shall receive any interest or principal payment in respect of such Pledged Bonds, the Company Alcool agrees to accept the same as agent for the Bank and to hold the same in trust on behalf of the Bank and to deliver the same forthwith to the Bank. All sums of money so paid in respect of principal, premium or interest on such Pledged Bonds which are received by the Company Alcool and paid to the Bank, or which shall be received directly by the Bank from the Trustee, shall be credited against the reimbursement obligation of the Company Credit Obligors as provided in Section 2.02(d). (d) If an Event of Default exists, the Bank may, without notice, exercise all rights, privileges or options pertaining to any Pledged Bonds as if it were the absolute owner thereof, upon such terms and conditions as it may determine, all without liability except to account to the Company Alcool for property actually received by it. In addition to the rights and remedies granted to it in this Agreement, the Bank or its designated agent shall have the authority to exercise all rights and remedies of a secured party under the Alabama Uniform Commercial Code. The Company Credit Obligors shall be liable for the deficiency if the proceeds of any sale or other disposition of the Pledged Bonds and the Collateral are insufficient to pay all amounts to which the Bank is entitled. The Bank shall have no duty to exercise any of such rights, privileges or options and shall not be responsible for any failure to do so or any delay in so doing. (e) Except as contemplated herein, without the prior written consent of the Bank, the Company Alcool agrees that it will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Bonds, nor will it create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to any of the Pledged Bonds, or any interest therein, or any proceeds thereof, except for the lien and security interest provided for by this Agreement. (f) The Company Alcool further agrees to do or cause to be done all such other reasonable acts and things as may be necessary to make any disposition or sale of any portion or all of the Pledged Bonds permitted by this Agreement valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts or governmental authorities having jurisdiction over any such disposition or sales, all at the Company’s Alcool's expense.

Pledged Bonds. (a) As additional security for the performance payment of its the obligations under this Agreementof the Borrowers in respect of LC Loans, the Company hereby pledgesSWMP will pledge to Collateral Agent, assignsand grant to Collateral Agent a security interest in, hypothecates and transfers to the Bank all of 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"), and does hereby grant pursuant to the Bank a security interest pledge agreement in the Pledged Bonds 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 all amounts payable thereon and the proceeds thereof. (b) If at any time on behalf of SWMP on notice from the Bank is reimbursed for Borrowers. Upon payment of the purchase price amount to be prepaid, together with accrued interest to the date of Pledged Bonds with such prepayment on the amount to be prepaid, the outstanding obligations of the Borrowers in respect to which a C Drawing has been made, such Pledged Bonds of LC Loans shall be released 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 assignment 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 hereby and in conjunction with such Tender Drawing. Such Bonds shall be delivered to or upon registered in the order 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 Company. (c) All payments of principal and interest on Pledged Bonds shall be made directly to Indenture, in the Bank. If, while the Bank or its designated agent holds Pledged Bonds, the Company shall receive any interest or principal payment in respect of such Pledged Bonds, the Company agrees to accept the same as agent for the Bank and to hold the same in trust on behalf of the Bank and to deliver the same forthwith to the Bank. All sums of money so paid in respect of principal, premium or interest on such Pledged Bonds which are received by the Company and paid to the Bank, or which shall be received directly by the Bank from the Trustee, shall be credited against the reimbursement obligation of the Company as provided in Section 2.02(d). (d) If an Event of Default exists, the Bank may, without notice, exercise all rights, privileges or options pertaining to any Pledged Bonds as if it were the absolute owner thereof, upon such terms and conditions as it may determine, all without liability except to account to the Company for property actually received by it. In addition to the rights and remedies granted to it in this Agreement, the Bank or its designated agent shall have the authority to exercise all rights and remedies event of a secured party under the Alabama Uniform Commercial Code. The Company shall be liable for the deficiency if the proceeds of any sale or other disposition of the Pledged Bonds and the Collateral are insufficient prepayment pursuant to pay all amounts to which the Bank is entitled. The Bank shall have no duty to exercise any of such rightsclause (b) above, privileges or options and shall not be responsible for any failure to do so or any delay in so doingas appropriate. (e) Except as contemplated herein, without the prior written consent of the Bank, the Company agrees that it will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Bonds, nor will it create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to any of the Pledged Bonds, or any interest therein, or any proceeds thereof, except for the lien and security interest provided for by this Agreement. (f) The Company further agrees to do or cause to be done all such other reasonable acts and things as may be necessary to make any disposition or sale of any portion or all of the Pledged Bonds permitted by this Agreement valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts or governmental authorities having jurisdiction over any such disposition or sales, all at the Company’s expense.

Pledged Bonds. (a) As additional security for the performance of its obligations under this Agreement, the The Company hereby pledges, assigns, hypothecates hypothecates, transfers and transfers delivers to the Bank all of its right, title and interest to, and hereby grants to the Bank a first lien on, and security interest in, all right, title and interest of the Company in and to the following (the “Collateral”): (a) all Bonds which may from time to time have been purchased with proceeds of C Drawings under the Letter of Credit (the “Pledged Bonds”); (b) all income, earnings, profits, interest, premium or other payments in whatever form in respect of the Pledged Bonds; and (c) all proceeds (cash and non-cash) arising out of the sale, exchange, collection, enforcement or other disposition of all or any portion of the Pledged Bonds; as collateral security for the prompt and complete payment when due of all amounts due in respect of the reimbursement obligations of the Company set forth herein with respect to such Pledged Bonds (the “Obligations”). Pledged Bonds shall be held by the Trustee pursuant to the provisions of the Indenture or as otherwise directed by the Bank. In the event that the Company shall fail to pay any amount when due hereunder with respect to the Pledged Bonds, the Bank, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and does hereby grant to the Bank a security interest in the Pledged Bonds and all amounts payable thereon and the proceeds thereof. (bplace of public or private sale or except as may be required by applicable law) If the Bank is reimbursed for the purchase price of Pledged Bonds with respect to which a C Drawing has been made, such Pledged Bonds shall be released from the pledge and assignment made hereby and shall be delivered to or upon the order Company or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase, contract to sell or otherwise dispose of and deliver said Collateral, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange, broker’s board or at any of the Company. (c) All payments of principal and interest on Pledged Bonds shall be made directly to the Bank. If, while the Bank ’s offices or its designated agent holds Pledged Bonds, the Company shall receive any interest or principal payment in respect of such Pledged Bonds, the Company agrees to accept the same as agent for the Bank and to hold the same in trust on behalf of the Bank and to deliver the same forthwith to the Bank. All sums of money so paid in respect of principal, premium or interest on such Pledged Bonds which are received by the Company and paid to the Bank, or which shall be received directly by the Bank from the Trustee, shall be credited against the reimbursement obligation of the Company as provided in Section 2.02(d). (d) If an Event of Default exists, the Bank may, without notice, exercise all rights, privileges or options pertaining to any Pledged Bonds as if it were the absolute owner thereof, elsewhere upon such terms and conditions as it may determinedeem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk, with the right of the Bank upon any such sale or sales, public or private, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption in the Company, which right or equity of redemption is hereby expressly waived or released. The Bank will notify any purchasers of Pledged Bonds that the Letter of Credit will not be available with respect to the Pledged Bonds and, therefore, the ratings assigned by any rating agency, including Xxxxx’x Investors Service, Inc., will not apply. The Bank shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all without liability except reasonable costs and expenses of every kind incurred therein or incidental to the care, safekeeping or otherwise of any and all of the Collateral or in any way relating to the rights of the Bank hereunder, including reasonable attorneys’ fees and legal expenses, to the payment in whole or in part of the Obligations in such order as the Bank may elect, the Company remaining liable for any deficiency remaining unpaid after such application, and only after so applying such net proceeds and after the payment by the Bank of any other amount required by any provision of law, need the Bank account for the surplus, if any, to the Company. The Company agrees that the Bank need not give more than ten days’ notice of the time and place of any public sale or of the time after which a private sale or other intended disposition is to take place and that such notice is reasonable notification of such matters. No notification need be given to the Company for property actually received by itif it has signed after default a statement renouncing or modifying any right to notification of sale or other intended disposition. In addition to the rights and remedies granted to it in this AgreementAgreement and in any other instrument or agreement securing, evidencing or relating to any of the Obligations, the Bank or its designated agent shall have all the authority to exercise all rights and remedies of a secured party under the Alabama Uniform Commercial CodeCode of the State of Washington, except to the extent the remedial provisions of some other state laws are applicable. The Company shall be liable for covenants that the deficiency if pledge, assignment and delivery of the Collateral hereunder will create a valid, perfected, first priority security interest in all right, title or interest of the Company in or to such Collateral, and the proceeds of any sale or other disposition of the Pledged Bonds and the Collateral are insufficient thereof, subject to pay all amounts to which the Bank is entitled. The Bank shall have no duty to exercise any of such rights, privileges or options and shall not be responsible for any failure to do so or any delay in so doing. (e) Except as contemplated herein, without the prior written consent of the Bank, the Company agrees that it will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Bonds, nor will it create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any other encumbrance agreement purporting to grant to any third party a security interest in the property or assets of the Company which would include the Collateral. The Company covenants and agrees that it will defend the Bank’s right, title and security interest in and to the Collateral and the proceeds thereof against the claims and demands of all persons whomsoever. Pledged Bonds shall be released from the security interest created hereunder upon satisfaction of the Obligations with respect to any of the such Pledged Bonds, or any interest therein, or any proceeds thereof, except for and restoration of the lien and security interest provided for by this Agreement. (f) The Company further agrees to do or cause to be done all such other reasonable acts and things as may be necessary to make any disposition or sale Letter of Credit in the amount of any portion or all of drawing thereunder to satisfy the Pledged Bonds permitted by this Agreement valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts or governmental authorities having jurisdiction over any such disposition or sales, all at the Company’s expenseObligations.

Pledged Bonds. (a) As additional security for the performance of its obligations under this Agreement, the Company hereby The Account Party pledges, assigns, hypothecates hypothecates, transfers, and transfers delivers to the Bank or to the Trustee as the agent of the Bank (a) all of its right, title and interest to the Pledged Bonds and (b) the Account Party's right to receive such Pledged Bonds as the same may from time to time be delivered to the Trustee by the registered owners thereof. The Account Party further grants to the Bank a first lien on, and a first priority security interest in, the Account Party's right, title and interest in and to the Pledged Bonds, and does hereby grant to the Bank a security interest in the Pledged Bonds and all amounts payable thereon and the proceeds thereof. (b) If the Bank is reimbursed for the purchase price of Pledged Bonds with respect Account Party's right to which a C Drawing has been made, such Pledged Bonds shall be released from the pledge and assignment made hereby and shall be delivered to or upon the order of the Company. (c) All payments of principal and interest on Pledged Bonds shall be made directly to the Bank. If, while the Bank or its designated agent holds Pledged Bonds, the Company shall receive any interest or principal payment in respect of such Pledged Bonds, the Company agrees to accept the same interest thereon and all proceeds thereof as agent collateral security for the prompt and complete payment when due of all amounts due or to become due in respect of the Obligations. If the Bank, in its sole discretion, deems it necessary, then the Account Party shall execute and deliver, and, if requested by the Bank, shall use its best efforts to cause the Trustee to execute and deliver, such pledge agreements and financing statements (in form and substance satisfactory to the Bank) as the Bank and may require in order to hold accomplish the same in trust purposes of this Section. Prior to or simultaneously with the remarketing of Pledged Bonds, the Account Party shall pay, or cause the Trustee or the Remarketing Agent on behalf of the Bank and Account Party to deliver pay, the same forthwith amounts then outstanding hereunder with respect to the Bank. All sums of money so paid in respect of principal, premium or interest on such Pledged Bonds which are received by the Company and paid to the Bank, or which shall be received directly all drawings honored by the Bank from the Trustee, shall be credited against the reimbursement obligation of the Company as provided in Section 2.02(d). (d) If an Event of Default exists, the Bank may, without notice, exercise all rights, privileges or options pertaining to any Pledged Bonds as if it were the absolute owner thereof, upon such terms and conditions as it may determine, all without liability except to account to the Company for property actually received by it. In addition to the rights and remedies granted to it in this Agreement, the Bank or its designated agent shall have the authority to exercise all rights and remedies of a secured party under the Alabama Uniform Commercial Code. The Company shall be liable for Letter of Credit to pay the deficiency if the proceeds of any sale or other disposition purchase price of the Pledged Bonds and (in the Collateral are insufficient order in which such drawings were made) by paying to pay all amounts to which the Bank is entitled. The Bank shall have no duty an amount equal to exercise any the sum of such rights, privileges or options and shall not be responsible for any failure to do so or any delay in so doing. (ey) Except as contemplated herein, without the prior written consent of the Bank, the Company agrees that it will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Bonds, nor will it create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to any of the Pledged Bonds, or any interest therein, or any proceeds thereof, except for the lien and security interest provided for by this Agreement. (f) The Company further agrees to do or cause to be done all such other reasonable acts and things as may be necessary to make any disposition or sale of any portion or all aggregate principal amount of the Pledged Bonds permitted being resold, plus (z) any interest due and owing to the Bank pursuant to Section 2.2.2 and Section 2.5. Upon payment to the Bank of the amount to be paid pursuant to the preceding sentence of this Section, the Bank shall release or cause the Trustee to release, as the case may be, from the pledge and security interest created by this Agreement valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards a principal amount of any and all courts or governmental authorities having jurisdiction over any Pledged Bonds corresponding to the amount of such disposition or sales, all at the Company’s expensepayment.

Pledged Bonds. (a) As additional security for In the performance event of its obligations under this Agreementan Optional or Mandatory Tender resulting in a drawing on a Letter of Credit, following which any of the Company hereby pledges, assigns, hypothecates and transfers to the Bank all of its right, title and interest in and to the Bonds became Pledged Bonds, and does hereby grant to the Bank a security interest in the Pledged Bonds and all amounts payable thereon and the proceeds thereof. (b) If the Bank is reimbursed for the purchase price of Pledged Bonds with respect to which a C Drawing has been made, on such Pledged Bonds shall be released from payable to the pledge Bank in accordance with Section 2.3(a)(vi) hereof, and assignment made hereby otherwise in accordance with the applicable Indenture, and the principal amount thereof shall be delivered to or payable upon demand by the order of the Company. (c) All payments of principal and interest on Bank. Pledged Bonds shall be made directly to held by the Bank. If, while Tender Agent as agent for the Bank or its designated agent holds (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 Company shall receive any interest or principal payment in respect Letter of Credit and release of such Pledged Bonds, the Company agrees Bank shall be entitled to accept the same as agent for the Bank receive all payments of principal of and to hold the same in trust on behalf of the Bank and to deliver the same forthwith to the Bank. All sums of money so paid in respect of principal, premium or interest on such Pledged Bonds which are received by and such Bonds shall not be transferable or deliverable to any party (including the Company and paid 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 applicable Letter of Credit with respect to the Bankdrawings with which such Bonds were purchased, or which shall be received directly by at a price equal to the Bank from principal amount thereof, plus accrued interest thereon at the Trustee, shall be credited against the reimbursement obligation of the Company as provided rate set forth in Section 2.02(d). (d2.3(a)(vi) If an Event of Default exists, the Bank may, without notice, exercise all rights, privileges or options pertaining to any Pledged Bonds hereof. During such time as if it were the absolute owner thereof, upon such terms and conditions as it may determine, all without liability except to account to the Company for property actually received by it. In addition to the rights and remedies granted to it in this Agreement, the Bank or its designated agent shall have the authority to exercise all rights and remedies of a secured party under the Alabama Uniform Commercial Code. The Company shall be liable for the deficiency if the proceeds of any sale or other disposition of the Pledged Bonds and the Collateral are insufficient to pay all amounts to which the Bank is entitled. The Bank the owner of any Pledged Bond, it shall have no duty to exercise any of such rights, privileges or options and shall not be responsible for any failure to do so or any delay in so doing. (e) Except as contemplated herein, without the prior written consent all of the Bankrights granted to a Bondholder under the Indentures and Tender Agent Agreement, the Company agrees that it will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Bonds, nor will it create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to any of the Pledged Bonds, or any interest therein, or any proceeds thereof, except for the lien and security interest provided for by this Agreement. (f) The Company further agrees to do or cause to be done all such other reasonable acts and things additional rights as may be necessary available to make any disposition or sale of any portion or all of the Pledged Bonds permitted by this Agreement valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts or governmental authorities having jurisdiction over any such disposition or sales, all at the Company’s expenseBank hereunder.

Pledged Bonds. (a) As additional security for the performance payment of its the obligations under this Agreementof the Borrowers in respect of LC Loans, the Company hereby pledgesSWMP will pledge to Collateral Agent, assignsand grant to Collateral Agent a security interest in, hypothecates and transfers to the Bank all of 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”), and does hereby grant pursuant to the Bank a security interest pledge agreement in the Pledged Bonds 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 all amounts payable thereon and the proceeds thereof. (b) If at any time on behalf of SWMP on notice from the Bank is reimbursed for Borrowers. Upon payment of the purchase price amount to be prepaid, together with accrued interest to the date of Pledged Bonds with such prepayment on the amount to be prepaid, the outstanding obligations of the Borrowers in respect to which a C Drawing has been made, such Pledged Bonds of LC Loans shall be released 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 assignment 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 hereby and in conjunction with such Tender Drawing. Such Bonds shall be delivered to or upon registered in the order 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 Company. (c) All payments of principal and interest on Pledged Bonds shall be made directly to Indenture, in the Bank. If, while the Bank or its designated agent holds Pledged Bonds, the Company shall receive any interest or principal payment in respect of such Pledged Bonds, the Company agrees to accept the same as agent for the Bank and to hold the same in trust on behalf of the Bank and to deliver the same forthwith to the Bank. All sums of money so paid in respect of principal, premium or interest on such Pledged Bonds which are received by the Company and paid to the Bank, or which shall be received directly by the Bank from the Trustee, shall be credited against the reimbursement obligation of the Company as provided in Section 2.02(d). (d) If an Event of Default exists, the Bank may, without notice, exercise all rights, privileges or options pertaining to any Pledged Bonds as if it were the absolute owner thereof, upon such terms and conditions as it may determine, all without liability except to account to the Company for property actually received by it. In addition to the rights and remedies granted to it in this Agreement, the Bank or its designated agent shall have the authority to exercise all rights and remedies event of a secured party under the Alabama Uniform Commercial Code. The Company shall be liable for the deficiency if the proceeds of any sale or other disposition of the Pledged Bonds and the Collateral are insufficient prepayment pursuant to pay all amounts to which the Bank is entitled. The Bank shall have no duty to exercise any of such rightsclause (b) above, privileges or options and shall not be responsible for any failure to do so or any delay in so doingas appropriate. (e) Except as contemplated herein, without the prior written consent of the Bank, the Company agrees that it will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Bonds, nor will it create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to any of the Pledged Bonds, or any interest therein, or any proceeds thereof, except for the lien and security interest provided for by this Agreement. (f) The Company further agrees to do or cause to be done all such other reasonable acts and things as may be necessary to make any disposition or sale of any portion or all of the Pledged Bonds permitted by this Agreement valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts or governmental authorities having jurisdiction over any such disposition or sales, all at the Company’s expense.

Pledged Bonds. (a) As additional 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 performance Letter of its obligations under this Agreement, Credit Issuer as pledgee of the Company hereby pledges, assigns, hypothecates and transfers Borrower pursuant to the Bank all 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 its right, title and interest in and Credit Issuer to the Pledged Bonds, and does hereby grant to extent contemplated by the Bank a security interest in terms of the Pledged Bonds and all amounts payable thereon and Letter of Credit that the proceeds thereof. (b) If the Bank is reimbursed for the purchase price Letter of Pledged Bonds Credit has been reinstated with respect to which a C Drawing such drawing and (2) the Letter of Credit Issuer has notified the Tender Agent by telephone (thereafter promptly confirmed in writing) that such Bonds have been made, such Pledged Bonds shall be released from the pledge pursuant to the Pledge Agreement and assignment made hereby and shall be delivered to or upon the order are no longer Pledged Bonds. Pending reinstatement of the Company. Letter of Credit and release of such pledge as aforesaid, such Bonds shall not be transferable or deliverable to any party (cincluding the Borrower) All payments except the Letter of principal and Credit Issuer pursuant to the Pledge Agreement. Unless the Letter of Credit Issuer has notified the Trustee of the occurrence of an event of default under the Reimbursement Agreement, all interest payable on Pledged Bonds shall be made directly payable to the BankBorrower. IfUpon receipt by the Trustee of notice from the Letter of Credit Issuer of the occurrence of an event of default under the Reimbursement Agreement, while all interest payable on Pledged Bonds shall be payable to the Bank or Letter of Credit Issuer. The Remarketing Agent shall, at the request of the Letter of Credit Issuer, continue to use its designated agent holds best efforts to arrange for the sale of any Pledged Bonds, the Company shall receive any interest or principal payment in respect of such Pledged Bonds, the Company agrees subject to accept the same as agent for the Bank and to hold the same in trust on behalf full reinstatement of the Bank and to deliver the same forthwith to the Bank. All sums Letter of money so paid in respect of principal, premium or interest on such Pledged Bonds which are received by the Company and paid to the Bank, or which shall be received directly by the Bank from the Trustee, shall be credited against the reimbursement obligation of the Company as provided in Section 2.02(d). (d) If an Event of Default exists, the Bank may, without notice, exercise all rights, privileges or options pertaining to any Pledged Bonds as if it were the absolute owner thereof, upon such terms and conditions as it may determine, all without liability except to account to the Company for property actually received by it. In addition to the rights and remedies granted to it in this Agreement, the Bank or its designated agent shall have the authority to exercise all rights and remedies of a secured party under the Alabama Uniform Commercial Code. The Company shall be liable for the deficiency if the proceeds of any sale or other disposition of the Pledged Bonds and the Collateral are insufficient to pay all amounts to which the Bank is entitled. The Bank shall have no duty to exercise any of such rights, privileges or options and shall not be responsible for any failure to do so or any delay in so doing. (e) Except as contemplated herein, without the prior written consent of the Bank, the Company agrees that it will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Bonds, nor will it create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance Credit with respect to any the drawings with which such Bonds were purchased, at a price equal to the principal amount thereof plus accrued interest. Notwithstanding anything to the contrary in this subsection, if and for so long as the Bonds are to be registered in accordance with Section 2.11 hereof, the registration requirements under this subsection (v) shall be deemed satisfied if Pledged Bonds are (1) registered in the name of DTC or its nominee in accordance with Section 2.11 hereof, (2) credited on the books of DTC to the account of the Pledged Bonds, Tender Agent (or any interest therein, or any proceeds thereof, except for its nominee) and (3) further credited on the lien and security interest provided for by this Agreement. (f) The Company further agrees to do or cause to be done all such other reasonable acts and things as may be necessary to make any disposition or sale of any portion or all books of the Pledged Bonds permitted by this Agreement valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees Tender Agent (or awards its nominee) to the account of any and all courts the Letter of Credit Issuer (or governmental authorities having jurisdiction over any such disposition or sales, all at the Company’s expenseits designee).

Pledged Bonds. 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) As additional security 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 performance of its obligations under this Agreement, the Company hereby pledges, assigns, hypothecates and transfers to the Bank all of its right, title principal and interest in and portions of the drawing made to the Pledged Bonds, and does hereby grant to the Bank a security interest in the Pledged Bonds and all amounts payable thereon and the proceeds thereof. (b) If the Bank is reimbursed for pay the purchase price of Pledged Bonds with respect such Bond and (b) either upon telephonic notice (promptly confirmed within one Business Day in writing) to which a C Drawing the Tender Agent and the Trustee from the Remarketing Agent that such Bond has been mademarketed 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 Pledged Bonds Bond shall be released and delivered to the purchaser thereof as identified by the Remarketing Agent against receipt of such purchase price from the pledge and assignment made hereby and purchaser on such date. The proceeds received from the remarketing of any Pledged Bond shall be delivered paid by wire transfer and in immediately available funds on the Purchase Date to or upon the order Credit Facility Issuer. Upon receipt of the Company. (c) All payments of principal and interest on Pledged above-described Electronic Notice from the Credit Facility Issuer, the Tender Agent shall deliver such Bonds shall be made directly to the BankCompany to be held pursuant to Section 5.04(a)(iii). If, while On each Interest Payment Date prior to the Bank or its designated agent holds release of Pledged Bonds, the Company Trustee shall receive any interest or principal payment in respect of such Pledged Bonds, apply moneys credited to the Company agrees to accept the same as agent for the Bank and to hold the same in trust on behalf Account of the Bank and to deliver the same forthwith Bond Fund to the Bank. All sums payment of money so paid in respect of the principal, premium or redemption price, if any, and interest on such Pledged Bonds which are received by in the Company and paid to the Bank, or which shall be received directly by the Bank from the Trustee, shall be credited against the reimbursement obligation of the Company as manner provided in Section 2.02(d). (d) If an Event 6.02, but shall not draw on the Credit Facility or otherwise use moneys credited to the Credit Facility Account of Default exists, the Bank may, without notice, exercise all rights, privileges or options pertaining Bond Fund for that purpose to any Pledged Bonds as if it were the absolute owner thereofextent whatsoever. If, upon such terms and conditions as it may determine, all without liability except to account on any date prior to the Company for property actually received by it. In addition to the rights and remedies granted to it in this Agreement, the Bank or its designated agent shall have the authority to exercise all rights and remedies release of a secured party under the Alabama Uniform Commercial Code. The Company shall be liable for the deficiency if the proceeds of any sale or other disposition of the Pledged Bonds and the Collateral are insufficient to pay all amounts to which the Bank is entitled. The Bank shall have no duty to exercise any of such rights, privileges or options and shall not be responsible for any failure to do so or any delay in so doing. (e) Except as contemplated herein, without the prior written consent of the Bank, the Company agrees that it will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Bonds, nor will it create, incur all Bonds are called for redemption pursuant to Article IX hereof or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to any the Trustee declares an acceleration of the Bonds pursuant to Article XI hereof, then those Pledged Bonds, Bonds shall be deemed to have been paid by the Credit Facility Issuer in respect of principal of the Bonds upon such redemption or any interest therein, or any proceeds thereof, except acceleration and shall thereupon be delivered to the Trustee for cancellation. It is recognized and agreed by the Tender Agent that such Pledged Bonds are held by the Tender Agent under the Custodian Agreement for the lien benefit of the Credit Facility Issuer as a secured creditor. Notwithstanding anything to the contrary in this Section 5.05, if and security interest provided for by this Agreement. (f) The Company further agrees to do or cause so long as the Bonds are to be done all such other reasonable acts and things as may registered in accordance with Section 2.11, the registration requirements under this Section shall be necessary to make any disposition or sale of any portion or all deemed satisfied if Pledged Bonds are (i) registered in the name of the Pledged Bonds permitted by this Agreement valid Depository or its nominee in accordance with Section 2.11, (ii) credited on the books of the Depository to the account of the Tender Agent (or its nominee) and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees (iii) further credited on the books of the Tender Agent (or awards such nominee) to the account of any and all courts the Credit Facility Issuer (or governmental authorities having jurisdiction over any such disposition or sales, all at the Company’s expenseits designee).

Pledged Bonds. (a) As additional security The Borrower’s obligation to reimburse the Bank for any Optional Tender Drawing or Mandatory Purchase Drawing shall be evidenced by the performance delivery of the Bonds to the Bond Trustee, in its obligations capacity as custodian under this the Custody, Pledge and Security Agreement, and registered in the Company hereby pledgesname of the Bank or its designee or nominee as pledgee as provided in Section 4.04 of the Bond Indenture and in the Custody, assignsPledge and Security Agreement, hypothecates it being expressly understood that during such time the Bank or its designee or nominee shall be the registered owner, as pledgee, of all such Bonds and transfers shall have all the rights granted to owners of Bonds under the Bond Indenture and such additional rights as may be granted to the Bank all of its right, title thereunder and interest in and to the Pledged Bonds, and does hereby grant to the Bank a security interest in the Pledged Bonds and all amounts payable thereon and the proceeds thereofhereunder. (b) If The Borrower agrees to give (or shall cause the Bond Trustee to give) absolute priority to Pledged Bonds in selecting Bonds for redemption and remarketing pursuant to the Bond Indenture. (c) Any payment to be made to the Bank, or to the Bank’s designee or nominee for the credit of the Bank, in connection with the remarketing of any Pledged Bonds shall be made upon prior written, electronic or telephonic notice from the Remarketing Agent to the Bank is reimbursed for (which notice, if in electronic or telephonic form, shall be promptly confirmed in writing) not later than 3:00 P.M. (prevailing Eastern time) on the purchase price date of any such remarketing, (i) stating the amount to be paid and (ii) identifying by number the particular Pledged Bonds with respect remarketed by the Remarketing Agent, the proceeds of the remarketing of which are to which a C Drawing has been madebe paid to the Bank. Upon payment to the Bank of the principal amount of the remarketed Bonds, and the accrued and unpaid interest thereon, such Pledged Bonds shall be delivered or released from to the pledge and assignment made hereby and shall be delivered Bond Trustee for redelivery to or upon the order of the Companypurchasers thereof. (cd) All payments Notwithstanding anything to the contrary contained herein, any amounts paid with respect to the principal of principal and or interest on Pledged Bonds shall be made directly a credit against the obligations of the Borrower set forth in Section 2.03 hereof and set forth in the Note, and such obligations shall be discharged to the Bank. If, while the Bank or its designated agent holds Pledged Bonds, the Company shall receive any interest or principal payment in respect extent of such Pledged Bonds, the Company agrees to accept the same as agent for the Bank and to hold the same in trust on behalf of the Bank and to deliver the same forthwith to the Bankpayment. All sums of money so paid in respect of principal, premium or interest on such Pledged Bonds which are received by the Company and paid to the Bank, or which shall be received directly by the Bank from the Trustee, payments shall be credited against to accrued interest and then to principal, and to principal in the reimbursement obligation inverse order of the Company as provided in Section 2.02(d). (d) If an Event of Default exists, the Bank may, without notice, exercise all rights, privileges or options pertaining to any Pledged Bonds as if it were the absolute owner thereof, upon such terms and conditions as it may determine, all without liability except to account to the Company for property actually received by it. In addition to the rights and remedies granted to it in this Agreement, the Bank or its designated agent shall have the authority to exercise all rights and remedies of a secured party under the Alabama Uniform Commercial Code. The Company shall be liable for the deficiency if the proceeds of any sale or other disposition date of the Pledged Bonds and the Collateral are insufficient to pay all amounts drawing or as applicable, to which the Bank is entitled. The Bank shall have no duty to exercise any of such rights, privileges or options and shall not be responsible for any failure to do so or any delay in so doingit relates. (e) Except as contemplated herein, without the prior written consent of the Bank, the Company agrees that it will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Bonds, nor will it create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to any of the Pledged Bonds, or any interest therein, or any proceeds thereof, except for the lien and security interest provided for by this Agreement. (f) The Company further agrees to do or cause to be done all such other reasonable acts and things as may be necessary to make any disposition or sale of any portion or all of the Pledged Bonds permitted by this Agreement valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts or governmental authorities having jurisdiction over any such disposition or sales, all at the Company’s expense.

Pledged Bonds. (a) As additional security for the performance of its obligations under this Agreement, the Company KINPAK hereby pledges, assigns, hypothecates and transfers to the Bank all of its right, title and interest in and to the Pledged Bonds, and does hereby grant to the Bank a security interest in the Pledged Bonds and all amounts payable thereon and the proceeds thereof. (b) If the Bank is reimbursed for the purchase price of Pledged Bonds with respect to which a C Drawing has been made, such Pledged Bonds shall be released from the pledge and assignment made hereby and shall be delivered to or upon the order of the CompanyKINPAK. (c) All payments of principal and interest on Pledged Bonds shall be made directly to the Bank. If, while the Bank or its designated agent holds Pledged Bonds, the Company KINPAK shall receive any interest or principal payment in respect of such Pledged Bonds, the Company KINPAK agrees to accept the same as agent for the Bank and to hold the same in trust on behalf of the Bank and to deliver the same forthwith to the Bank. All sums of money so paid in respect of principal, premium or interest on such Pledged Bonds which are received by the Company KINPAK and paid to the Bank, or which shall be received directly by the Bank from the Trustee, shall be credited against the reimbursement obligation of the Company Borrowers as provided in Section 2.02(d). (d) If an Event of Default exists, the Bank may, without notice, exercise all rights, privileges or options pertaining to any Pledged Bonds as if it were the absolute owner thereof, upon such terms and conditions as it may determine, all without liability except to account to the Company Borrowers for property actually received by it. In addition to the rights and remedies granted to it in this Agreement, the Bank or its designated agent shall have the authority to exercise all rights and remedies of a secured party under the Alabama Uniform Commercial Code. The Company Borrowers shall be liable for the deficiency if the proceeds of any sale or other disposition of the Pledged Bonds and the Collateral are insufficient to pay all amounts to which the Bank is entitled. The Bank shall have no duty to exercise any of such rights, privileges or options and shall not be responsible for any failure to do so or any delay in so doing. (e) Except as contemplated herein, without the prior written consent of the Bank, the Company KINPAK agrees that it will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Bonds, nor will it create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to any of the Pledged Bonds, or any interest therein, or any proceeds thereof, except for the lien and security interest provided for by this Agreement. (f) The Company KINPAK further agrees to do or cause to be done all such other reasonable acts and things as may be necessary to make any disposition or sale of any portion or all of the Pledged Bonds permitted by this Agreement valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts or governmental authorities having jurisdiction over any such disposition or sales, all at the Company’s KINPAK's expense.

Pledged Bonds. (a) As additional security for the payment and performance of its the obligations of Borrower under this Agreement, the Company Reimbursement Agreement Note and other Reimbursement Documents, Borrower hereby pledges, assigns, hypothecates and transfers to the Bank Credit Provider all of its rightrights, title titles and interest interests in and to the Pledged Bonds, and does hereby grant to the Bank Credit Provider a security interest in the Pledged Bonds and all amounts payable thereon and the proceeds thereof. All books and records pertaining to the ownership of the Pledged Bonds shall state that the Credit Provider has a first priority lien on said Pledged Bonds. Borrower shall cause all Pledged Bonds to be delivered to the Credit Provider or its agent immediately upon its request. (b) If the Bank Credit Provider is reimbursed in full for the purchase price of all Pledged Bonds, the Pledged Bonds with respect to which a C Drawing has been madeshall, such Pledged Bonds shall if no Event of Default exists, be released from the pledge and assignment made hereby and the Pledged Bonds shall be delivered to or upon the order of the CompanyBorrower. (c) All payments of principal and interest on Pledged Bonds shall be made directly to the BankCredit Provider. If, while the Bank Credit Provider or its designated agent holds Pledged Bonds, the Company Borrower shall receive any interest or principal payment in respect of such Pledged Bonds, the Company Borrower agrees to accept the same as agent for the Bank Credit Provider and to hold the same in trust on behalf of the Bank Credit Provider and to deliver the same forthwith to the BankCredit Provider. All sums of money so paid in respect of principal, premium or interest on such Pledged Bonds which are received by the Company Borrower and paid to the BankCredit Provider, or which shall be received directly by the Bank Credit Provider from the Trustee, shall be credited against the reimbursement obligation of the Company Borrower as provided in Section 2.02(d)2.02(a) hereof. (d) If an Event of Default exists, the Bank Credit Provider may, without notice, exercise all rights, privileges or options pertaining to any Pledged Bonds as if it were the absolute owner thereof, upon such terms and conditions as it may determine, all without liability except to account to the Company Borrower for property actually received by it. In addition to the rights and remedies granted to it in this Agreement, the Bank Credit Provider or its designated agent shall have the authority to exercise all rights and remedies of a secured party under the Alabama Uniform Commercial Code. The Company Borrower shall be liable for the any deficiency if the proceeds of any sale or other disposition of the Pledged Bonds and the Collateral are insufficient to pay all amounts to which the Bank Credit Provider is entitled. The Bank Credit Provider shall have no duty to exercise any of such rights, privileges or options and shall not be responsible for any failure to do so or any delay in so doing. (e) Except as contemplated herein, without the prior written consent of the BankCredit Provider, the Company Borrower agrees that it will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Bonds, nor will it create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to any of the Pledged Bonds, or any interest therein, or any proceeds thereof, except for the lien and security interest provided for by this Agreement. (f) The Company Borrower further agrees to do or cause to be done all such other reasonable acts and things as may be necessary to make any disposition or sale of any portion or all of the Pledged Bonds permitted by this Agreement valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts or governmental authorities having jurisdiction over any such disposition or sales, all at the CompanyBorrower’s expense.

Pledged Bonds. (aIf any Bond is purchased pursuant to Section 3.07 with moneys drawn under the 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 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 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 effect, Bonds purchased with Letter of Credit proceeds pursuant to Section 3.09(b) As additional security shall be reflected on the records of the Securities Depository as being held for the performance account of the Trustee, and the Trustee agrees that it shall hold such Bonds solely for the Bank's benefit. While a Book-Entry System is in effect, the Trustee shall cause the release of such Bonds from its obligations 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 Company hereby pledgesBank, assignsthe Adjustable Rate Mode, hypothecates and transfers the Remarketing Agent shall use its best efforts to remarket Pledged Bonds in accordance with the Bank all provisions of its rightthe Remarketing Agreement. If the Remarketing Agent remarkets any Pledged Bond, title and interest the Remarketing Agent shall give the notice described in and to the Pledged Bondsfirst sentence of Section 3.08(c), and does hereby grant shall direct the purchaser of such Pledged bond to the Bank a security interest transfer, by 10:30 a.m. (or, in the Pledged Bonds and all amounts payable thereon and case of bonds in the proceeds thereof. (bDaily Rate Mode, 11:30 a.m.) If on the Bank is reimbursed for purchase date, the purchase price of such remarketed Pledged Bonds with respect to which a C Drawing has been made, such Pledged Bonds shall be released from the pledge and assignment made hereby and shall be delivered to or upon the order of the Company. (c) All payments of principal and interest on Pledged Bonds shall be made directly Bond to the Bank, with notice thereof to the Company and the Trustee. If, while The Remarketing Agent shall deliver remarketed Pledged Bonds to the Bank or its designated agent holds purchasers thereof in accordance with Section 3.10. On each Interest Payment Date prior to the release of Pledged Bonds, the Company Trustee shall apply moneys in the Non-Available Moneys Account of the Bond Fund to 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 any for the account of the Bank the interest or and principal payment paid in respect of such Pledged Bonds, and immediately upon such receipt the Company agrees Trustee shall pay such interest and principal over to accept the same as agent for the Bank and pursuant to hold written wire transfer instructions acceptable to the same Trustee; provided, however, that if at such time the Trustee has been notified in trust on behalf of writing by the Bank that there shall not remain any amount due and to deliver the same forthwith owing to the BankBank under the Reimbursement Agreement, such interest and principal payments shall be paid over to the Company. All sums of money so paid The Trustee recognizes and agrees in respect of principalthis Indenture that while it holds Pledged Bonds, premium or interest on such Pledged Bonds which are received held by the Company and paid to the Bank, or which shall be received directly by the Bank from the Trustee, shall be credited against the reimbursement obligation of the Company as provided in Section 2.02(d). (d) If an Event of Default exists, the Bank may, without notice, exercise all rights, privileges or options pertaining to any Pledged Bonds as if it were the absolute owner thereof, upon such terms and conditions as it may determine, all without liability except to account to the Company for property actually received by it. In addition to the rights and remedies granted to it in this Agreement, the Bank or its designated agent shall have the authority to exercise all rights and remedies of a secured party under the Alabama Uniform Commercial Code. The Company shall be liable Trustee for the deficiency if the proceeds of any sale or other disposition of the Pledged Bonds and the Collateral are insufficient to pay all amounts to which the Bank is entitled. The Bank shall have no duty to exercise any of such rights, privileges or options and shall not be responsible for any failure to do so or any delay in so doing. (e) Except as contemplated herein, without the prior written consent benefit of the Bank, as a first priority secured creditor. Notwithstanding anything in this Indenture to the Company agrees that it will not sellcontrary, assignso long as the bonds are held under the Book-Entry System, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Bonds, nor will it create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to any of the Pledged Bonds, or any interest therein, or any proceeds thereof, except for the lien and security interest provided for by this Agreement. (f) The Company further agrees to do or cause to be done all such other reasonable acts and things as may be necessary to make any disposition or sale of any portion or all of the Pledged Bonds permitted shall not be delivered to and held by this Agreement valid the Trustee; rather transfers of beneficial ownership of Bonds to the persons indicated above will be effected pursuant to the rules and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts or governmental authorities having jurisdiction over any such disposition or sales, all at procedures established by the Company’s expenseSecurities Depository.

Pledged Bonds. (ai) As additional security Bonds purchased with proceeds of a drawing on the Letters of Credit pursuant to this Article shall constitute "Pledged Bonds" and shall be held by the Trustee as agent for the performance Agent as pledgee of its obligations under this Agreementthe Company pursuant to the Fund Account Security Agreement (and shall be shown as such on the Register and, if held in book-entry form, in the ownership records maintained by DTC and any applicable DTC participant) unless and until (1) the Trustee has confirmation from the Agent to the extent contemplated by the terms of the Letters of Credit that the Letters of Credit have been reinstated with respect to such drawing and (2) the Agent has notified the Trustee by telephone (thereafter promptly confirmed in writing) that such Bonds have been released from the pledge pursuant to the Reimbursement Agreement and are no longer Pledged Bonds. Pending reinstatement of the Letters of Credit and release of such pledge as aforesaid, the Agent shall be entitled to receive all payments of principal of and interest on Pledged Bonds as pledgee of the Company hereby pledges, assigns, hypothecates and transfers such Bonds shall not be transferable or deliverable to any party (including the Company) except the Agent pursuant to the Bank all of its right, title and interest in and Reimbursement Agreement. (ii) Notwithstanding anything to the contrary contained herein or in the Bonds, (A) Pledged Bonds shall bear interest at the same rate per annum, and shall be payable in the same manner, as amounts due and payable under the Reimbursement Notes corresponding to such Pledged Bonds, and does hereby grant the Agent shall provide copies of all interest bills on the Reimbursement Notes to the Bank a security Trustee, upon which the Trustee shall be entitled to rely, and (B) interest in which is actually paid pursuant to the Pledged Bonds and all amounts payable thereon and the proceeds thereof. (b) If the Bank is reimbursed for the purchase price of Pledged Bonds with respect Reimbursement Notes corresponding to which a C Drawing has been made, such Pledged Bonds shall be released from credited against the pledge interest which is due and assignment made hereby and shall be delivered payable by the Issuer with respect to or upon the order of the Company. (c) All payments of principal and interest on Pledged Bonds shall be made directly to the Bank. If, while the Bank or its designated agent holds Pledged Bonds, the Company shall receive any interest or principal payment in respect of such Pledged Bonds, and the Company agrees Issuer shall be deemed to accept have paid the same as agent for the Bank and to hold the same in trust on behalf of the Bank and to deliver the same forthwith to the Bank. All sums of money so paid in respect of principal, premium or interest on such Pledged Bonds which are received by the Company and paid to the Bank, or which shall be received directly by the Bank from the Trustee, shall be credited against the reimbursement obligation of the Company as provided in Section 2.02(d). (d) If an Event of Default exists, the Bank may, without notice, exercise all rights, privileges or options pertaining to any Pledged Bonds as if it were the absolute owner thereof, upon such terms and conditions as it may determine, all without liability except to account extent that interest actually is paid pursuant to the Company for property actually received by it. In addition Reimbursement Notes corresponding to the rights and remedies granted to it in this Agreement, the Bank or its designated agent shall have the authority to exercise all rights and remedies of a secured party under the Alabama Uniform Commercial Code. The Company shall be liable for the deficiency if the proceeds of any sale or other disposition of the Pledged Bonds and the Collateral are insufficient to pay all amounts to which the Bank is entitled. The Bank shall have no duty to exercise any of such rights, privileges or options and shall not be responsible for any failure to do so or any delay in so doing. (e) Except as contemplated herein, without the prior written consent of the Bank, the Company agrees that it will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Bonds, nor will it create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to any of the Pledged Bonds, or any interest therein, or any proceeds thereof, except for the lien and security interest provided for by this Agreement. (f) The Company further agrees to do or cause to be done all such other reasonable acts and things as may be necessary to make any disposition or sale of any portion or all of the Pledged Bonds permitted by this Agreement valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts or governmental authorities having jurisdiction over any such disposition or sales, all at the Company’s expense.