Common use of Pledge of Bonds Clause in Contracts

Pledge of Bonds. The Company hereby pledges, assigns, hypothecates, transfers and delivers to the Bank all 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; (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 Bond Trustee pursuant to the provisions of Section 1203 of the Trust Agreement 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 place of public or private sale) to or upon the 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 Bank's offices or elsewhere upon such terms and conditions as it may deem 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 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 of the Collateral or in any way relating to the rights of the Bank 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 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, including, without limitation, Section 9-504(1) of the Uniform Commercial Code, 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 if 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 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 North Carolina, except to the extent the remedial provisions of some other state laws are applicable. The Company covenants that the 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 thereof, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any 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 such Pledged Bonds, and restoration of the Letter of Credit in the amount of any drawing thereunder to satisfy the Obligations.

Pledge of Bonds. The Company (a) Each of the Borrowers hereby pledges, assigns, hypothecates, transfers and delivers to the Bank Administrative Agent, for the account of the Banks, all of its right, title and interest to, and hereby grants to the Bank Administrative Agent, for the account of the Banks, a first lien on, and security interest in, all right, title and interest of the Company such Borrower in and to the following (the "“Collateral"”): (ai) all Bonds which may from time to time have been purchased with proceeds of C Drawings drawings under the a Letter of Credit (the "Pledged “Bank Bonds"”); (bii) all income, earnings, profits, interest, premium or other payments in whatever form in respect of the Pledged Bank Bonds; (ciii) upon the occurrence and during the continuance of any Event of Default, 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 Bank 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 such Borrower for (i) reimbursement of amounts drawn under such Letter of Credit, (ii) accrued interest on such amounts as provided in Section 2.05(d) and (iii) expense reimbursement and indemnity obligations as provided in Section 9.03 relating to such Pledged Bonds Letter of Credit (the "“Obligations"”). Pledged The Bank Bonds shall be held by the Bond Trustee trustee or other custodian appointed pursuant to the provisions definitive documentation relating to such Bank Bonds. (b) Upon the occurrence of an Event of Default specified in Section 1203 of the Trust Agreement or as otherwise directed by the Bank. In the event that the Company shall fail to pay any amount when due hereunder 6.01(a) with respect to the Pledged BondsObligations of a Borrower (the “Defaulted Obligations”), the BankAdministrative Agent shall, if requested by Banks having more than 66- 2/3% in aggregate amount of the Letter of Credit Liabilities with respect to such Borrower, by notice to such Borrower for the account of the Banks and without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Company such Borrower 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 CollateralCollateral securing the Defaulted Obligations, 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 ’s board or at any of the Bank's Administrative Agent’s offices or elsewhere upon such terms and conditions as it may deem 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 any 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 Companysuch Borrower, which right or equity is hereby expressly waived or released. The Bank Administrative Agent 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 of the Collateral or in any way relating to the rights of the Bank Administrative Agent hereunder, including reasonable attorney's ’s fees and legal expenses, to the payment in whole or in part of the Defaulted Obligations in such order as the Bank Administrative Agent may elect, the Company such Borrower remaining liable for any deficiency remaining unpaid after such application, and only and, after so applying such net proceeds and proceeds, the surplus, if any, to be provided to such Borrower after the payment by the Bank Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-504(1) of the Uniform Commercial Code, need the Bank account for the surplus, if any, to the Company. The Company Such Borrower agrees that the Bank Administrative Agent need not give more than ten 10 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 any Borrower if 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 Agreement the Administrative Agent herein and in any other instrument or agreement securing, evidencing or relating to any of the Defaulted Obligations, the Bank Administrative Agent, for the account of the Banks, shall have all the rights and remedies of a secured party under the Uniform Commercial Code of the State of North CarolinaIndiana against Duke Energy Indiana, and shall have all the rights and remedies of a secured party under the Uniform Commercial Code of the State of Kentucky against Duke Energy Kentucky, except to the extent the remedial provisions of some other state laws are applicable. The Company . (c) Each Borrower covenants that the 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 thereof, not be subject to no a prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Company such Borrower which would include the Collateral, except as may be created by the documents relating to the Bank Bonds. The Company Each Borrower covenants and agrees that it will defend the Bank's Administrative Agent’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 . (d) Bank Bonds and related Collateral purchased with proceeds of drawings under a Letter of Credit shall be released from the security interest created hereunder automatically without any further action upon satisfaction of the Obligations with respect to such Pledged Bonds, and restoration of the Letter of Credit in the amount of any drawing thereunder to satisfy the ObligationsCredit.

Pledge of Bonds. The Company hereby pledges, assigns, hypothecates, transfers and delivers to the Bank all 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 Bond Trustee pursuant to the provisions of Section 1203 12.03 of the Trust Agreement 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 place of public or private salesale or except as may be required by applicable law) to or upon the Company or any other person 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 Bank's offices or elsewhere upon such terms and conditions as it may deem 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 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 of the Collateral or in any way relating to the rights of the Bank hereunder, including reasonable attorney's 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, including, without limitation, Section 9-504(1) of the Uniform Commercial Code, 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 if 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 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 North Carolina, except to the extent the remedial provisions of some other state laws are applicable. The Company covenants that the 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 thereof, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any 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 such Pledged Bonds, and restoration of the Letter of Credit in the amount of any drawing thereunder to satisfy the Obligations.

Pledge of Bonds. The Company Borrower hereby pledges, assigns, hypothecates, transfers and delivers to the Bank all 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 Borrower in and to the following (the "“Bank Bonds Collateral"”): (a) all Bonds which may from time to time have been purchased with proceeds of C Drawings drawings under the Letter of Credit (the "Pledged “Bank Bonds"”); (b) all income, earnings, profits, interest, premium or other payments in whatever form in respect of the Pledged Bank Bonds; (c) in the event of default under the Reimbursement Agreement 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 Bank 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 Borrower set forth herein with respect to such Pledged Bank Bonds (the "“Obligations"”). Pledged Bank Bonds shall be held by the Bond Trustee Tender Agent pursuant to the provisions of Section 1203 4.10(c) of the Trust Agreement or as otherwise directed by the BankIndenture. In the event that the Company Borrower shall fail to pay any amount when due hereunder with respect to the Pledged Bondshereunder, the Bank, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Company Borrower 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 Bank Bonds 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 Bank Bonds Collateral, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or at any of the Bank's ’s offices or elsewhere upon such terms and conditions as it may deem 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 collateral so sold, free of any right or equity of redemption in the CompanyBorrower, 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 of the Bank Bonds Collateral or in any way relating to the rights of the Bank hereunder, including reasonable attorney's ’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 Company Borrower 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, including, without limitation, Section 9-504(1) 610 of the Uniform Commercial Code, need the Bank account for the surplus, if any, to the CompanyBorrower. The Company Borrower 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 Borrower if 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 Reimbursement 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 North CarolinaCalifornia. It is hereby acknowledged (and any purchaser of Bank Bonds shall acknowledge) that in the event of the sale of any Bank Bonds without reinstatement of the Letter of Credit by the Bank, except to such Bank Bonds shall not be rated by the extent Rating Agency until reinstatement of the remedial provisions Letter of some other state laws are applicableCredit. The Company Borrower covenants that the pledge, assignment and delivery of the Bank Bonds Collateral hereunder will create a valid, perfected, first priority security interest in all right, title or interest of the Company Borrower in or to such Collateralcollateral, and the proceeds thereof, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Company Borrower which would include the Bank Bonds Collateral. The Company Borrower covenants and agrees that it will defend the Bank's ’s right, title and security interest in and to the Bank Bonds Collateral and the proceeds thereof against the claims and demands of all persons whomsoever. Pledged Bank Bonds shall be released from the security interest created hereunder upon satisfaction of the Obligations with respect to such Pledged Bank Bonds, and restoration of the Letter of Credit in the amount of any drawing thereunder to satisfy the Obligations.