Common use of Release of Pledged Bonds Clause in Contracts

Release of Pledged Bonds. If the Company makes or causes to be ------------------------ made a payment to the Bank in respect of its reimbursement obligations under the Reimbursement Agreement with respect to the Pledged Bonds, the Bank agrees to release its security interest under this Pledge Agreement to the extent, in the manner and under the terms and conditions set forth below and to treat such payment in the manner set forth herein and to take all such other actions required to be taken by the Bank hereunder. Pledged Bonds shall be released hereunder and shall be delivered to the Company or on its order upon (i) payment in full to the Bank by the Company, or from the proceeds of remarketing of Pledged Bonds, of the amount of the drawing made by the Trustee with respect to such Pledged Bonds plus interest as provided in the Reimbursement Agreement to and through the date of such payment to the Bank, and (ii) receipt by the Bank thereafter of a notice directing the Bank to deliver to the Company or on its order, on the date specified in such notice, a principal amount of such Pledged Bonds equal to the principal portion of the amount so paid and setting forth the particular Pledged Bonds to be delivered. The Company shall (x) receive a credit against its obligations to pay interest pursuant to the Reimbursement Agreement to the extent of any amounts received by the Bank or its nominee as interest on any Pledged Bonds, and (y) receive a credit against its payment obligations under the Reimbursement Agreement to the extent of any amounts received by the Bank or its nominee as the principal due on any Pledged Bonds. The Trustee and the Bank shall not release any Pledged Bonds unless the Letter of Credit has terminated and any and all amounts due to the Bank have been paid in full or unless the Principal Component (as defined in the Letter of Credit) of the Stated Amount is reinstated in an amount equivalent to the sum of the outstanding principal amount of the Pledged Bonds to be released or sold, and the Interest Component (as defined in the Letter of Credit) of the Stated Amount is reinstated in an amount equal to 60-days' interest on such principal amount calculated at the Maximum Rate (as defined in the Letter of Credit) on the basis of a 365 or 366 day year, as applicable.

Release of Pledged Bonds. If The Pledged Bonds shall not be released: (a) in connection with Pledged Bonds purchased with the Company makes or causes to be ------------------------ made proceeds of a payment to Tender Draft, (i) until the Bank shall have been reimbursed in respect of its reimbursement obligations full for any drawings under the Reimbursement Agreement with respect Letter of Credit in order to purchase Pledged Bonds or First Union Capital Markets has received the proceeds from the remarketing of the Pledged Bonds, the Bank agrees to release its security interest under this Pledge Agreement to the extent, in the manner and under the terms and conditions set forth below and to treat such payment in the manner set forth herein and to take all such other actions required to be taken by the Bank hereunder. Pledged Bonds shall be released hereunder and shall be delivered to the Company or on its order upon (i) payment in full to the Bank by the Company, or from the proceeds of remarketing of Pledged Bonds, of the amount of the drawing made by the Trustee with respect to such Pledged Bonds plus interest as provided in the Reimbursement Agreement to and through the date of such payment to the Bank, and (ii) receipt by until the Bank thereafter amount available to be drawn under the Letter of a notice directing the Bank to deliver to the Company or on its order, on the date specified Credit shall have been reinstated in such notice, a principal an amount of such Pledged Bonds equal to the principal portion amount (and related interest) of the amount so paid and setting forth the particular Pledged Bonds to be deliveredso released. The Company shall (x) receive If the Borrower, or the Remarketing Agent or the Tender Agent on behalf of the Borrower, reimburses the Bank for any such Tender Advances and such payment is accompanied by a credit against its obligations to pay interest pursuant certificate completed and signed by the Trustee in substantially the form of Annex F to the Reimbursement Agreement to the extent Letter of any amounts received by Credit, the Bank or its nominee as interest Agent may release from the lien of this Article IX and deliver to the Borrower (or its order) or the Remarketing Agent (if such reimbursement is made by the Remarketing Agent or Tender Agent on any behalf of the Borrower or if such Bonds are to be remarketed) Pledged BondsBonds in a principal amount equal to the amount of such reimbursement; and (b) in connection with Pledged Bonds that are purchased with the proceeds of a Conversion Draft, and (y) receive a credit against its payment obligations until the Bank is reimbursed in full pursuant to Section 3.2 hereof with respect to the drawing under the Reimbursement Agreement Letter of Credit in connection with the presentation of such Conversion Draft. Upon such reimbursement, there may be released from the lien of this Article IX and delivered to the extent Borrower (or its order) Pledged Bonds in a principal amount equal to the amount of any amounts received by such reimbursement. With respect to a Tender Draft, the Bank or its nominee as will instruct the principal due on any Tender Agent not to release Pledged Bonds. The Trustee and Bonds until the Tender Agent receives notice from the Bank shall not release any Pledged Bonds unless that the Letter of Credit has terminated and any and all amounts due to the Bank have been paid in full or unless the Principal Component (as defined reinstated in the Letter of Credit) of the Stated Amount is reinstated in an amount equivalent to the sum of the outstanding principal amount of the Pledged Bonds to be released or sold, and the Interest Component (as defined in the Letter of Credit) of the Stated Amount is reinstated in an amount equal to 60-days' interest on such principal amount calculated at the Maximum Rate (as defined in the Letter of Credit) on the basis of a 365 or 366 day year, as applicablereleased.

Release of Pledged Bonds. If The Pledged Bonds shall not be released: (a) in connection with Pledged Bonds purchased with the Company makes or causes to be ------------------------ made proceeds of a payment to Tender Draft, (i) until the Bank Issuing lender shall have been reimbursed in respect of its reimbursement obligations full for any drawings under the Reimbursement Agreement with respect Existing Letter of Credit in order to purchase Pledged Bonds or Wachovia Capital Markets has received the proceeds from the remarketing of the Pledged Bonds, the Bank agrees to release its security interest under this Pledge Agreement to the extent, in the manner and under the terms and conditions set forth below and to treat such payment in the manner set forth herein and to take all such other actions required to be taken by the Bank hereunder. Pledged Bonds shall be released hereunder and shall be delivered to the Company or on its order upon (i) payment in full to the Bank by the Company, or from the proceeds of remarketing of Pledged Bonds, of the amount of the drawing made by the Trustee with respect to such Pledged Bonds plus interest as provided in the Reimbursement Agreement to and through the date of such payment to the Bank, and (ii) receipt by until the Bank thereafter amount available to be drawn under the Existing Letter of a notice directing the Bank to deliver to the Company or on its order, on the date specified Credit shall have been reinstated in such notice, a principal an amount of such Pledged Bonds equal to the principal portion amount (and related interest) of the amount so paid and setting forth the particular Pledged Bonds to be deliveredso released. The Company shall If the Borrowers, or the Remarketing Agent or the Tender Agent on behalf of the Borrowers, reimburse the Issuing Lender for any such Tender Advances and such payment is accompanied by a certificate completed and signed by the Trustee in substantially the form of Annex F to the Existing Letter of Credit, the Issuing Lender may release from the lien of this Article IX and deliver to the Borrowers (xor their order) receive or the Remarketing Agent (if such reimbursement is made by the Remarketing Agent or Tender Agent on behalf of the Borrowers or if such Bonds are to be remarketed) Pledged Bonds in a credit against its obligations principal amount equal to pay interest the amount of such reimbursement; and (b) in connection with Pledged Bonds that are purchased with the proceeds of a Conversion Draft, until the Issuing Lender is reimbursed in full pursuant to the Reimbursement Agreement Section 3.2 hereof with respect to the extent of any amounts received by the Bank or its nominee as interest on any Pledged Bonds, and (y) receive a credit against its payment obligations drawing under the Reimbursement Agreement Existing Letter of Credit in connection with the presentation of such Conversion Draft. Upon such reimbursement, there may be released from the lien of this Article IX and delivered to the extent of any amounts received by the Bank Borrowers (or its nominee as the principal due on any Pledged Bonds. The Trustee and the Bank shall not release any their order) Pledged Bonds unless in a principal amount equal to the amount of such reimbursement. With respect to a Tender Draft, the Issuing Lender will instruct the Tender Agent not to release Pledged Bonds until the Tender Agent receives notice from the Issuing Lender that the Existing Letter of Credit has terminated and any and all amounts due to the Bank have been paid in full or unless the Principal Component (as defined reinstated in the Letter of Credit) of the Stated Amount is reinstated in an amount equivalent to the sum of the outstanding principal amount of the Pledged Bonds to be released or sold, and the Interest Component (as defined in the Letter of Credit) of the Stated Amount is reinstated in an amount equal to 60-days' interest on such principal amount calculated at the Maximum Rate (as defined in the Letter of Credit) on the basis of a 365 or 366 day year, as applicablereleased.

Release of Pledged Bonds. If the Company makes (a) Upon payment (full or causes to be ------------------------ made a payment partial) to the Bank in respect Issuing Bank, or the Bond Trustee on behalf of its reimbursement obligations under the Issuing Bank, of any Obligations, other than payments from the proceeds of a remarketing of the Bonds, and otherwise when required pursuant to Section 3 of the Reimbursement Agreement with respect to the Pledged BondsAgreement, the Issuing Bank agrees to release its security interest under from the lien of this Pledge Agreement the Pledged Bonds from the pledge and security interest created herein, and to instruct the Custodian in writing to release and transfer to the extentorder of the Pledgor, in the manner and under the terms and conditions set forth below and to treat such payment in the manner set forth herein and to take all such other actions required to be taken by the Bank hereunder. Pledged Bonds shall be released hereunder and shall be delivered in a principal amount equal to the Company or on its order upon (i) payment in full to the Bank by the Company, or from the proceeds of remarketing of Pledged Bonds, of the amount of the drawing made repayment allocable to principal of such drawing; provided, however, that the Issuing Bank shall not be obligated to release Pledged Bonds in an amount less than the minimum denomination permitted under the Bond Indenture for the Bonds (except in a situation in which the total amount of Pledged Bonds held by the Trustee with respect to Issuing Bank is less than such Pledged Bonds plus interest as provided in the Reimbursement Agreement to and through the date of such minimum denomination). Upon payment to the Issuing Bank (or the Bond Trustee on behalf of the Issuing Bank) as aforesaid, and (ii) receipt by any notation on the Bank thereafter book-entry records of a notice directing the Bank to deliver Bonds evidencing the pledge of such Bonds to the Company Issuing Bank shall be removed. If the Pledged Bonds have been remarketed pursuant to the Bond Indenture, so long as no Event of Default or on its orderDefault then exists, on the date specified in such notice, Issuing Bank shall also release to the purchaser of the Bonds from the pledge and security interest created by this Pledge Agreement a principal amount of such Pledged Bonds equal to the principal portion amount of Bonds purchased by such purchaser. Bonds shall be released under this Pledge Agreement (i) upon notice from the Pledgor or the Remarketing Agent to the Issuing Bank specifying the principal amount of Bonds purchased or to be delivered to such purchaser, and (ii) upon receipt by the Bond Trustee (on behalf of the amount so paid and setting forth Issuing Bank) of remarketing proceeds with respect to such remarketed Bonds, all in accordance with the particular Bond Indenture. The proceeds of any such remarketing shall be delivered to the Issuing Bank on the same day as the Pledged Bonds are released from the lien and security interest of this Pledge Agreement in immediately available funds by depositing such proceeds with __________________________ through the Federal Reserve Wire System to be deliveredABA No. The Company shall ____________ at the Federal Reserve Bank of New York for credit of ___________________, Attn: ___________________, Account No. ____________, RE: Kentucky Utilities, Reference: Letter of Credit No. ____________, or as otherwise directed by the Issuing Bank. (xb) receive a credit against its obligations to pay interest Upon an acceleration of all Bonds pursuant to the Reimbursement Agreement Bond Indenture and payment to the extent Issuing Bank of any all amounts received by due on the Bank or its nominee as interest on any Pledged Bonds, upon the request of the Issuing Bank, the Custodian shall be authorized to, and (y) receive shall, cancel all Pledged Bonds held hereunder; provided, however, that such cancellation shall not constitute a credit against its payment release of the Pledgor’s obligations under the Reimbursement Agreement to the extent of any amounts received by the Issuing Bank or its nominee as the principal due on any Pledged Bonds. The Trustee and the Bank shall not release any Pledged Bonds unless the Letter of Credit has terminated and any and all amounts due with respect to the Bank have been paid in full or unless the Principal Component (as defined in the Letter of Credit) of the Stated Amount is reinstated in an amount equivalent to the sum of the outstanding principal amount of the Pledged Bonds to be released or sold, and the Interest Component (as defined in the Letter of Credit) of the Stated Amount is reinstated in an amount equal to 60-days' interest on such principal amount calculated at the Maximum Rate (as defined in the Letter of Credit) on the basis of a 365 or 366 day year, as applicableObligations.

Release of Pledged Bonds. The Pledged Bonds shall not be released: (a) in connection with Pledged Bonds purchased with the proceeds of a Tender Draft, (i) until the Bank shall have been reimbursed in full for any drawings under the Letter of Credit in order to purchase Pledged Bonds, and (ii) until the amount available to be drawn under the Letter of Credit shall have been reinstated in an amount equal to the principal amount (and related interest) of the Pledged Bonds to be so released. If the Company makes Borrower, or causes the Remarketing Agent or the Tender Agent on behalf of the Borrower, reimburses the Bank for any such Tender Advances and such payment is accompanied by a certificate completed and signed by the Trustee in substantially the form of Annex G to the Letter of Credit, the Bank or its Agent may release from the lien of this Pledge Agreement and deliver to the Borrower (or its order) or the Remarketing Agent (if such reimbursement is made by the Remarketing Agent or Tender Agent on behalf of the Borrower or if such Bonds are to be ------------------------ made remarketed) Pledged Bonds in a payment principal amount equal to the amount of such reimbursement; and (b) in connection with Pledged Bonds that are purchased with the proceeds of a Conversion Draft, until the Bank is reimbursed in respect full pursuant to Section 3.2 of its reimbursement obligations under the Reimbursement Agreement with respect to the drawing under the Letter of Credit in connection with the presentation of such Conversion Draft. Upon such reimbursement, there may be released from the lien of this Pledge Agreement and delivered to the Borrower (or its order) Pledged BondsBonds in a principal amount equal to the amount of such reimbursement. With respect to a Tender Draft, the Bank agrees will instruct the Agent not to release its security interest under this Pledge Agreement to Pledged Bonds until the extent, in the manner and under the terms and conditions set forth below and to treat such payment in the manner set forth herein and to take all such other actions required to be taken by Agent receives notice from the Bank hereunder. Pledged Bonds shall be released hereunder and shall be delivered to the Company or on its order upon (i) payment in full to the Bank by the Company, or from the proceeds of remarketing of Pledged Bonds, of the amount of the drawing made by the Trustee with respect to such Pledged Bonds plus interest as provided in the Reimbursement Agreement to and through the date of such payment to the Bank, and (ii) receipt by the Bank thereafter of a notice directing the Bank to deliver to the Company or on its order, on the date specified in such notice, a principal amount of such Pledged Bonds equal to the principal portion of the amount so paid and setting forth the particular Pledged Bonds to be delivered. The Company shall (x) receive a credit against its obligations to pay interest pursuant to the Reimbursement Agreement to the extent of any amounts received by the Bank or its nominee as interest on any Pledged Bonds, and (y) receive a credit against its payment obligations under the Reimbursement Agreement to the extent of any amounts received by the Bank or its nominee as the principal due on any Pledged Bonds. The Trustee and the Bank shall not release any Pledged Bonds unless that the Letter of Credit has terminated and any and all amounts due to the Bank have been paid in full or unless the Principal Component (as defined reinstated in the Letter of Credit) of the Stated Amount is reinstated in an amount equivalent to the sum of the outstanding principal amount of the Pledged Bonds to be released or sold, and the Interest Component (as defined in the Letter of Credit) of the Stated Amount is reinstated in an amount equal to 60-days' interest on such principal amount calculated at the Maximum Rate (as defined in the Letter of Credit) on the basis of a 365 or 366 day year, as applicablereleased.

Release of Pledged Bonds. If the Company Pledgor makes or causes to be ------------------------ made a payment to the Bank a prepayment in respect of its reimbursement obligations obligation under the Reimbursement Agreement with respect to the Pledged Bonds, the Bank agrees to release its security interest under this Pledge Agreement to the extent, in the manner and under the terms and conditions set forth below and to treat such payment in the manner set forth herein and to take all such other actions required to be taken by the Bank hereunder. Pledged Bonds shall be released hereunder and shall be delivered to the Company or on its order upon (iParagraph 2A(i) payment in full to the Bank by the Company, or from the proceeds of remarketing of Pledged Bonds, of the amount of the drawing made by the Trustee with respect to such Pledged Bonds plus interest as provided in the Reimbursement Agreement to and through the date of such payment to the Bank, and (ii) receipt by the Bank thereafter of a notice directing the Bank to deliver to the Company or on its order, on the date specified in such notice, a principal amount of such Pledged Bonds equal to the principal portion of the amount so paid and setting forth the particular Pledged Bonds to be delivered. The Company shall (x) receive a credit against its obligations to pay interest pursuant to the Reimbursement Agreement to the extent of any amounts received by the Bank or its nominee as interest on any Pledged Bonds, and (y) receive a credit against its payment obligations under the Reimbursement Agreement to the extent of any amounts received by the Bank or its nominee as the principal due on any Pledged Bonds. The Trustee and the Bank shall not release any Pledged Bonds unless the Letter of Credit has terminated Agreement pursuant to clause (i) of Paragraph 2B thereof or such a prepayment is made on behalf of the Pledgor pursuant to clause (ii) of Paragraph 2B thereof, the Bank equity of redemption in the Pledgor, which right or equity is hereby expressly waived or released. The Bank shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care, safekeeping or otherwise of any and all amounts due of the Collateral or in any way relating to the rights of the Bank have been hereunder, including reasonable attorney's fees and legal expenses, to the payment, in whole or in part, of the Obligations in such order as the Bank may elect, the Pledgor 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 to be paid in full or unless the Principal Component (as defined in the Letter by any provision of Creditlaw, including, without limitation, Section 9-504(l)(c) of the Stated Amount is reinstated in an amount equivalent Uniform Commercial Code, need the Bank account for the surplus, if any, to the sum Pledgor. The Pledgor agrees that the Bank need not give more than ten days' notice of the outstanding principal amount time and place of any public sale or of the Pledged Bonds 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 released given to the Pledgor if it has signed after default a statement renouncing or soldmodifying any right to notification of sale or other intended disposition. In addition to the rights and remedies granted to it in this Pledge Agreement and in any other instrument or agreement securing, evidencing or relating to any of the obligations, the Bank shall have all the rights and remedies of a secured party under the Uniform Commercial Code of the State of New York. The Pledgor further agrees to waive and agrees not to assert any rights or privileges which it may acquire under Section 9-112 of the Uniform Commercial code and the Pledgor shall be liable for the deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay all amounts to which the Bank is entitled, and the Interest Component (as defined in fees of any attorneys employed by the Letter of Credit) of the Stated Amount is reinstated in an amount equal Bank to 60-days' interest on collect such principal amount calculated at the Maximum Rate (as defined in the Letter of Credit) on the basis of a 365 or 366 day year, as applicabledeficiency.

Release of Pledged Bonds. If the Company makes Upon payment (full or causes to be ------------------------ made a payment partial) to the Issuing Bank, or the Bond Trustee on behalf of the Issuing Bank, of any Bank in respect Obligations, other than payments from the proceeds of its reimbursement obligations under a remarketing of the Bonds, and otherwise when required pursuant to Section 3 of the Reimbursement Agreement with respect to the Pledged BondsAgreement, the Issuing Bank agrees to release its security interest under from the lien of this Pledge Agreement the Pledged Bonds from the pledge and security interest created herein, and to instruct the Custodian in writing to release and transfer to the extentorder of the Pledgor, in the manner and under the terms and conditions set forth below and to treat such payment in the manner set forth herein and to take all such other actions required to be taken by the Bank hereunder. Pledged Bonds shall be released hereunder and shall be delivered in a principal amount equal to the Company or on its order upon (i) payment in full to the Bank by the Company, or from the proceeds of remarketing of Pledged Bonds, of the amount of the drawing made repayment allocable to principal of such drawing; provided, however, that the Issuing Bank shall not be obligated to release Pledged Bonds in an amount less than the minimum denomination permitted under the Bond Indenture for the Bonds (except in a situation in which the total amount of Pledged Bonds held by the Trustee with respect to Issuing Bank is less than such Pledged Bonds plus interest as provided in the Reimbursement Agreement to and through the date of such minimum denomination). Upon payment to the Issuing Bank (or the Bond Trustee on behalf of the Issuing Bank) as aforesaid, and (ii) receipt by any notation on the Bank thereafter book-entry records of a notice directing the Bank to deliver Bonds evidencing the pledge of such Bonds to the Company Issuing Bank shall be removed. If the Pledged Bonds have been remarketed pursuant to the Bond Indenture, so long as no Event of Default or on its orderDefault then exists, on the date specified in such notice, Issuing Bank shall also release to the purchaser of the Bonds from the pledge and security interest created by this Pledge Agreement a principal amount of such Pledged Bonds equal to the principal portion amount of Bonds purchased by such purchaser. Bonds shall be released under this Pledge Agreement (i) upon notice from the Pledgor or the Remarketing Agent to the Issuing Bank specifying the principal amount so paid and setting forth the particular Pledged of Bonds purchased or to be delivered. The Company shall (x) receive a credit against its obligations delivered to pay interest pursuant to the Reimbursement Agreement to the extent of any amounts received by the Bank or its nominee as interest on any Pledged Bondssuch purchaser, and (yii) receive a credit against its payment obligations under upon receipt by the Reimbursement Agreement Bond Trustee (on behalf of the Issuing Bank) of remarketing proceeds with respect to such remarketed Bonds, all in accordance with the Bond Indenture. The proceeds of any such remarketing shall be delivered to the extent of any amounts received by Issuing Bank on the Bank or its nominee same day as the principal due on any Pledged Bonds. The Trustee and the Bank shall not release any Pledged Bonds unless are released from the lien and security interest of this Pledge Agreement in immediately available funds by depositing such proceeds with __________________________ through the Federal Reserve Wire System to ABA No. _____________ at the Federal Reserve Bank of New York for credit of ___________________, Attn: ___________________, Account No. _____________, RE: Kentucky Utilities, Reference: Letter of Credit has terminated and any and all amounts due to No. _____________, or as otherwise directed by the Bank have been paid in full or unless the Principal Component (as defined in the Letter of Credit) of the Stated Amount is reinstated in an amount equivalent to the sum of the outstanding principal amount of the Pledged Bonds to be released or sold, and the Interest Component (as defined in the Letter of Credit) of the Stated Amount is reinstated in an amount equal to 60-days' interest on such principal amount calculated at the Maximum Rate (as defined in the Letter of Credit) on the basis of a 365 or 366 day year, as applicableIssuing Bank.

Release of Pledged Bonds. If The Bank agrees that, so long as no Event of Default has occurred and is continuing under the Company makes Letter of Credit Agreement, the Bank will release Pledged Bonds from the lien of this Pledge and Security Agreement at such time as: (a) the Bank has been reimbursed or causes to be ------------------------ made a payment paid in full in accordance with Section 5.1 of the Letter of Credit Agreement for all amounts paid by the Bank under the Letter of Credit pursuant to the Bond Purchase Principal Drawing, the proceeds of which were used to purchase such Pledged Bonds; and (b) the Bank has received written notice from the Borrower stating that: (i) the Borrower requests the Bank to release from the lien of this Pledge and Security Agreement Pledged Bonds in respect of its reimbursement obligations under a principal amount equal to the Reimbursement Agreement amount by which the Bank has been reimbursed or paid with respect to the Pledged Bonds, Bond Purchase Principal Drawing as specified in (a) above; and (ii) the Bank agrees to release its security interest under this Pledge Agreement to the extent, in the manner and under the terms and conditions set forth below and to treat such payment in the manner set forth herein and to take all such other actions required to be taken by the Bank hereunder. Pledged Bonds shall be released hereunder and shall for which release is being requested are to be delivered to (A) the Company Borrower, (B) the Remarketing Agent for delivery to a purchaser thereof, (C) the Trustee for cancellation, or on its order upon (iD) payment such other person specified in full to the written notice; provided, however, that in no event will the Bank by the Company, or from the proceeds of remarketing of Pledged Bonds, of the amount of the drawing made by the Trustee with respect to such Pledged Bonds plus interest as provided in the Reimbursement Agreement to and through the date of such payment to the Bank, and (ii) receipt by the Bank thereafter of a notice directing the Bank to deliver to the Company or on its order, on the date specified in such notice, a principal amount of such Pledged Bonds equal to the principal portion of the amount so paid and setting forth the particular Pledged Bonds to be delivered. The Company shall (x) receive a credit against its obligations to pay interest pursuant to the Reimbursement Agreement to the extent of any amounts received by the Bank or its nominee as interest on any Pledged Bonds, and (y) receive a credit against its payment obligations under the Reimbursement Agreement to the extent of any amounts received by the Bank or its nominee as the principal due on any Pledged Bonds. The Trustee and the Bank shall not release any Pledged Bonds unless from the lien of this Pledge and Security Agreement until after the Bank has reinstated the Principal Portion of the Letter of Credit has terminated and any and all amounts due to the Bank have been paid in full or unless the Principal Component (as defined in the Letter of Credit) of the Stated Amount is reinstated in an amount equivalent to the sum of the outstanding principal amount of the Pledged Bonds to be released or sold, and the Interest Component (as defined in the Letter of Credit) of the Stated Amount is reinstated in an amount equal to 60-days' interest on the amount of the Bond Purchase Principal Drawing, the proceeds of which were used to purchase such principal amount calculated at Pledged Bonds. The Bank will cause delivery of the Maximum Rate Pledged Bonds as set forth in subsection (as defined in b)(ii) above, and, if Pledged Bonds are held by the Pledged Bonds Custodian, the Bank will request the Pledged Bonds Custodian to release such Pledged Bonds. No Pledged Bonds will be released if there has occurred and is continuing an Event of Default under the Letter of Credit) on the basis of a 365 or 366 day year, as applicableCredit Agreement.

Release of Pledged Bonds. If the Company makes Upon payment (full or causes to be ------------------------ made a payment partial) to the Bank in respect Issuing Bank, or the Bond Trustee on behalf of its reimbursement obligations under the Issuing Bank, of any Obligations, other than payments from the proceeds of a remarketing of the Bonds, and otherwise when required pursuant to Section 3 of the Reimbursement Agreement with respect to the Pledged BondsAgreement, the Issuing Bank agrees to release its security interest under from the lien of this Pledge Agreement the Pledged Bonds from the pledge and security interest created herein, and to instruct the Custodian in writing to release and transfer to the extentorder of the Pledgor, in the manner and under the terms and conditions set forth below and to treat such payment in the manner set forth herein and to take all such other actions required to be taken by the Bank hereunder. Pledged Bonds shall be released hereunder and shall be delivered in a principal amount equal to the Company or on its order upon (i) payment in full to the Bank by the Company, or from the proceeds of remarketing of Pledged Bonds, of the amount of the drawing made repayment allocable to principal of such drawing; provided, however, that the Issuing Bank shall not be obligated to release Pledged Bonds in an amount less than the minimum denomination permitted under the Bond Indenture for the Bonds (except in a situation in which the total amount of Pledged Bonds held by the Trustee with respect to Issuing Bank is less than such Pledged Bonds plus interest as provided in the Reimbursement Agreement to and through the date of such minimum denomination). Upon payment to the Issuing Bank (or the Bond Trustee on behalf of the Issuing Bank) as aforesaid, and (ii) receipt by any notation on the Bank thereafter book-entry records of a notice directing the Bank to deliver Bonds evidencing the pledge of such Bonds to the Company Issuing Bank shall be removed. If the Pledged Bonds have been remarketed pursuant to the Bond Indenture, so long as no Event of Default or on its orderDefault then exists, on the date specified in such notice, Issuing Bank shall also release to the purchaser of the Bonds from the pledge and security interest created by this Pledge Agreement a principal amount of such Pledged Bonds equal to the principal portion amount of Bonds purchased by such purchaser. Bonds shall be released under this Pledge Agreement (i) upon notice from the Pledgor or the Remarketing Agent to the Issuing Bank specifying the principal amount so paid and setting forth the particular Pledged of Bonds purchased or to be delivered. The Company shall (x) receive a credit against its obligations delivered to pay interest pursuant to the Reimbursement Agreement to the extent of any amounts received by the Bank or its nominee as interest on any Pledged Bondssuch purchaser, and (yii) receive a credit against its payment obligations under upon receipt by the Reimbursement Agreement Bond Trustee (on behalf of the Issuing Bank) of remarketing proceeds with respect to such remarketed Bonds, all in accordance with the Bond Indenture. The proceeds of any such remarketing shall be delivered to the extent of any amounts received by Issuing Bank on the Bank or its nominee same day as the principal due on any Pledged Bonds. The Trustee and the Bank shall not release any Pledged Bonds unless are released from the lien and security interest of this Pledge Agreement in immediately available funds by depositing such proceeds with __________________________ through the Federal Reserve Wire System to ABA No. ____________ at the Federal Reserve Bank of New York for credit of ___________________, Attn: ___________________, Account No. ____________, RE: Kentucky Utilities, Reference: Letter of Credit has terminated and any and all amounts due to No. ____________, or as otherwise directed by the Bank have been paid in full or unless the Principal Component (as defined in the Letter of Credit) of the Stated Amount is reinstated in an amount equivalent to the sum of the outstanding principal amount of the Pledged Bonds to be released or sold, and the Interest Component (as defined in the Letter of Credit) of the Stated Amount is reinstated in an amount equal to 60-days' interest on such principal amount calculated at the Maximum Rate (as defined in the Letter of Credit) on the basis of a 365 or 366 day year, as applicableIssuing Bank.