Common use of Release of Pledged Bonds Clause in Contracts

Release of Pledged Bonds. Upon payment (full or partial) to the Issuing Bank, or the Bond Trustee on behalf of the Issuing Bank, of any Bank 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, the Issuing Bank agrees to release 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 order of the Pledgor, Pledged Bonds in a principal amount equal to the amount of the 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 Issuing Bank is less than such minimum denomination). Upon payment to the Issuing Bank (or the Bond Trustee on behalf of the Issuing Bank) as aforesaid, any notation on the book-entry records of the Bonds evidencing the pledge of such Bonds to the 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 Default then exists, the 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 Pledged Bonds equal to the principal 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 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 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 ABA No. _____________ 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.

Release of Pledged Bonds. Upon payment The Pledged Bonds shall not be released: (a) in connection with Pledged Bonds purchased with the proceeds of a Tender Draft, (i) until the Issuing lender shall have been reimbursed in full for any drawings under the Existing Letter of Credit in order to purchase Pledged Bonds or partialWachovia Capital Markets has received the proceeds from the remarketing of the Pledged Bonds, and (ii) until the amount available to be drawn under the Existing Letter of Credit shall have been reinstated in an amount equal to the Issuing Bankprincipal amount (and related interest) of the Pledged Bonds to be so released. If the Borrowers, or the Bond Trustee Remarketing Agent or the Tender Agent on behalf of the Borrowers, reimburse the Issuing Bank, 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 any Bank Obligations, other than payments from Annex F to the proceeds Existing Letter of a remarketing of the Bonds, and otherwise when required pursuant to Section 3 of the Reimbursement AgreementCredit, the Issuing Bank agrees to Lender may release from the lien of this Pledge Agreement the Pledged Bonds from the pledge Article IX and security interest created herein, and to instruct the Custodian in writing to release and transfer deliver to the order Borrowers (or their order) or the Remarketing Agent (if such reimbursement is made by the Remarketing Agent or Tender Agent on behalf of the Pledgor, Borrowers or if such Bonds are to be remarketed) Pledged Bonds in a principal amount equal to the amount of such reimbursement; and (b) in connection with Pledged Bonds that are purchased with the repayment allocable proceeds of a Conversion Draft, until the Issuing Lender is reimbursed in full pursuant to principal Section 3.2 hereof with respect to the drawing under the Existing Letter of Credit in connection with the presentation of such drawing; providedConversion Draft. Upon such reimbursement, howeverthere may be released from the lien of this Article IX and delivered to the Borrowers (or their order) Pledged Bonds in a principal amount equal to the amount of such reimbursement. With respect to a Tender Draft, that the Issuing Bank shall Lender will instruct the Tender Agent not be obligated to release Pledged Bonds in an amount less than until 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 Tender Agent receives notice from the Issuing Bank is less than such minimum denomination). Upon payment to Lender that the Issuing Bank (or the Bond Trustee on behalf Existing Letter of the Issuing Bank) as aforesaid, any notation on the book-entry records of the Bonds evidencing the pledge of such Bonds to the Issuing Bank shall be removed. If the Pledged Bonds have Credit has been remarketed pursuant to the Bond Indenture, so long as no Event of Default or Default then exists, the 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 Pledged Bonds equal to reinstated in the principal 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 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 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 ABA No. _____________ 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 Bankbe released.

Release of Pledged Bonds. Upon payment (full If the Pledgor makes or partial) causes to be made to the Issuing Bank, Bank a prepayment in respect of its reimbursement obligation under Paragraph 2A(i) of the Letter of Credit Agreement pursuant to clause (i) of Paragraph 2B thereof or the Bond Trustee such a prepayment is made on behalf of the Issuing Bank, of any Bank Obligations, other than payments from the proceeds of a remarketing of the Bonds, and otherwise when required Pledgor pursuant to Section 3 clause (ii) of the Reimbursement AgreementParagraph 2B thereof, the Issuing Bank agrees to release from the lien equity of this Pledge Agreement the Pledged Bonds from the pledge and security interest created herein, and to instruct the Custodian redemption in writing to release and transfer to the order of the Pledgor, Pledged Bonds in a principal amount equal to the amount of the repayment allocable to principal of such drawing; provided, however, that the Issuing which right or equity is hereby expressly waived or released. The Bank shall not be obligated to release Pledged Bonds in an amount less than apply 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 Issuing Bank is less than such minimum denomination). Upon payment to the Issuing Bank (or the Bond Trustee on behalf of the Issuing Bank) as aforesaid, any notation on the book-entry records of the Bonds evidencing the pledge of such Bonds to the 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 Default then exists, the 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 Pledged Bonds equal to the principal 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 Issuing Bank) of remarketing proceeds with respect to such remarketed Bonds, all in accordance with the Bond Indenture. The net proceeds of any such remarketing shall be delivered collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the Issuing care, safekeeping or otherwise of any and all of the Collateral or in any way relating to the rights of the Bank on hereunder, including reasonable attorney's fees and legal expenses, to the same day payment, in whole or in part, of the Obligations in such order as the Pledged Bonds are released from Bank may elect, the lien Pledgor remaining liable for any deficiency remaining unpaid after such application, and security interest only after so applying such net proceeds and after the payment by the Bank of any other amount required to be paid by any provision of law, including, without limitation, Section 9-504(l)(c) of the Uniform Commercial Code, need the Bank account for the surplus, if any, to the Pledgor. The Pledgor 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 Pledgor 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 Pledge Agreement and in immediately available funds by depositing such proceeds with __________________________ through any other instrument or agreement securing, evidencing or relating to any of the Federal Reserve Wire System to ABA No. _____________ at obligations, the Federal Reserve Bank shall have all the rights and remedies of a secured party under the Uniform Commercial Code of the State of New York 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 credit 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, Attn: ___________________, Account No. _____________, RE: Kentucky Utilities, Reference: Letter and the fees of Credit No. _____________, or as otherwise directed any attorneys employed by the Issuing BankBank to collect such deficiency.

Release of Pledged Bonds. Upon payment The Bank agrees that, so long as no Event of Default has occurred and is continuing under the 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 paid in full or partial) 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 Issuing BankBond Purchase Principal Drawing, or the Bond Trustee on behalf of the Issuing Bank, of any Bank Obligations, other than payments from the proceeds of a remarketing of which were used to purchase such Pledged Bonds; and (b) the Bonds, and otherwise when required pursuant to Section 3 of Bank has received written notice from the Reimbursement Agreement, Borrower stating that: (i) the Issuing Borrower requests the Bank agrees to release from the lien of this Pledge and Security 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 order of the Pledgor, Pledged Bonds in a principal amount equal to the amount of by which the repayment allocable Bank has been reimbursed or paid with respect to principal of the Bond Purchase Principal Drawing as specified in (a) above; and (ii) the Pledged Bonds for which release is being requested are to be delivered to (A) the Borrower, (B) the Remarketing Agent for delivery to a purchaser thereof, (C) the Trustee for cancellation, or (D) such drawingother person specified in the written notice; provided, however, that in no event will the Issuing Bank shall not be obligated to release any Pledged Bonds from the lien of this Pledge and Security Agreement until after the Bank has reinstated the Principal Portion of the Letter of Credit in an amount less than equal to the minimum denomination permitted under amount of the Bond Indenture for Purchase Principal Drawing, the Bonds (except in a situation in proceeds of which were used to purchase such Pledged Bonds. The Bank will cause delivery of the total amount of Pledged Bonds as set forth in subsection (b)(ii) above, and, if Pledged Bonds are held by the Issuing Pledged Bonds Custodian, the Bank is less than such minimum denomination). Upon payment to the Issuing Bank (or the Bond Trustee on behalf of the Issuing Bank) as aforesaid, any notation on the book-entry records of the Bonds evidencing the pledge of such Bonds to the Issuing Bank shall be removed. If will request the Pledged Bonds have been remarketed pursuant Custodian to the Bond Indenture, so long as no release such Pledged Bonds. No Pledged Bonds will be released if there has occurred and is continuing an Event of Default or Default then exists, under the 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 Pledged Bonds equal to the principal 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 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 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 ABA No. _____________ 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 BankAgreement.

Release of Pledged Bonds. Upon If the Company makes or causes to be ------------------------ made a payment (full or partial) to the Issuing BankBank 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 the Bond Trustee on behalf of the Issuing Bank, of any Bank Obligations, other than payments from the proceeds of a remarketing of the Pledged Bonds, and otherwise when required pursuant to Section 3 of the Reimbursement Agreement, the Issuing Bank agrees to release 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 order of the Pledgor, Pledged Bonds in a principal amount equal to the amount of the repayment allocable drawing made by the Trustee with respect to principal such Pledged Bonds plus interest as provided in the Reimbursement Agreement to and through the date 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 Issuing Bank is less than such minimum denomination). Upon payment to the Issuing Bank, and (ii) receipt by the Bank (thereafter of a notice directing the Bank to deliver to the Company or the Bond Trustee on behalf of the Issuing Bank) as aforesaidits order, any notation on the book-entry records of the Bonds evidencing the pledge of date specified in such Bonds to the Issuing Bank shall be removed. If the Pledged Bonds have been remarketed pursuant to the Bond Indenturenotice, so long as no Event of Default or Default then exists, the 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 of the amount of so paid and setting forth the particular Pledged Bonds purchased by such purchaserto be delivered. Bonds The Company shall be released under this Pledge Agreement (ix) upon notice from the Pledgor or the Remarketing Agent receive a credit against its obligations to pay interest pursuant to the Issuing Reimbursement Agreement to the extent of any amounts received by the Bank specifying 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 Bonds purchased or to be delivered to such purchaser, and (ii) upon receipt by the 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 Issuing Bank on the same day as the Pledged Bonds are to be released from or sold, and the lien and security Interest Component (as defined in the Letter of Credit) of the Stated Amount is reinstated in an amount equal to 60-days' interest of this Pledge Agreement in immediately available funds by depositing on such proceeds with __________________________ through the Federal Reserve Wire System to ABA No. _____________ principal amount calculated at the Federal Reserve Bank of New York for credit of ___________________, Attn: ___________________, Account No. _____________, RE: Kentucky Utilities, Reference: Maximum Rate (as defined in the Letter of Credit No. _____________Credit) on the basis of a 365 or 366 day year, or as otherwise directed by the Issuing Bankapplicable.

Release of Pledged Bonds. Upon payment 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 or partialfor 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 Issuing Bankprincipal amount (and related interest) of the Pledged Bonds to be so released. If the Borrower, or the Bond Trustee Remarketing Agent or the Tender Agent on behalf of the Issuing BankBorrower, 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 any Bank Obligations, other than payments from Annex G to the proceeds Letter of a remarketing of the Bonds, and otherwise when required pursuant to Section 3 of the Reimbursement AgreementCredit, the Issuing Bank agrees to or its Agent may release 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 deliver to the order Borrower (or its order) or the Remarketing Agent (if such reimbursement is made by the Remarketing Agent or Tender Agent on behalf of the Pledgor, Borrower or if such Bonds are to be remarketed) Pledged Bonds in a principal amount equal to the amount of such reimbursement; and (b) in connection with Pledged Bonds that are purchased with the repayment allocable proceeds of a Conversion Draft, until the Bank is reimbursed in full pursuant to principal Section 3.2 of the Reimbursement Agreement with respect to the drawing under the Letter of Credit in connection with the presentation of such drawing; providedConversion Draft. Upon such reimbursement, howeverthere may be released from the lien of this Pledge Agreement and delivered to the Borrower (or its order) Pledged Bonds in a principal amount equal to the amount of such reimbursement. With respect to a Tender Draft, that the Issuing Bank shall will instruct the Agent not be obligated to release Pledged Bonds in an amount less than until 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 Issuing Bank is less than such minimum denomination). Upon payment to the Issuing Bank (or the Bond Trustee on behalf of the Issuing Bank) as aforesaid, any notation on the book-entry records of the Bonds evidencing the pledge of such Bonds to the 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 Default then exists, the Issuing Bank shall also release to the purchaser of the Bonds Agent receives notice from the pledge and security interest created by this Pledge Agreement a principal amount Bank that the Letter of Pledged Bonds equal to Credit has been reinstated in the principal 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 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 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 ABA No. _____________ 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 Bankbe released.

Release of Pledged Bonds. Upon payment 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 or partialFirst Union Capital Markets has received the proceeds from the remarketing of the 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 Issuing Bankprincipal amount (and related interest) of the Pledged Bonds to be so released. If the Borrower, or the Bond Trustee Remarketing Agent or the Tender Agent on behalf of the Issuing BankBorrower, 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 any Bank Obligations, other than payments from Annex F to the proceeds Letter of a remarketing of the Bonds, and otherwise when required pursuant to Section 3 of the Reimbursement AgreementCredit, the Issuing Bank agrees to or its Agent may release from the lien of this Pledge Agreement the Pledged Bonds from the pledge Article IX and security interest created herein, and to instruct the Custodian in writing to release and transfer deliver to the order Borrower (or its order) or the Remarketing Agent (if such reimbursement is made by the Remarketing Agent or Tender Agent on behalf of the Pledgor, Borrower or if such Bonds are to be remarketed) Pledged Bonds in a principal amount equal to the amount of such reimbursement; and (b) in connection with Pledged Bonds that are purchased with the repayment allocable proceeds of a Conversion Draft, until the Bank is reimbursed in full pursuant to principal Section 3.2 hereof with respect to the drawing under the Letter of Credit in connection with the presentation of such drawing; providedConversion Draft. Upon such reimbursement, howeverthere may be released from the lien of this Article IX and delivered to the Borrower (or its order) Pledged Bonds in a principal amount equal to the amount of such reimbursement. With respect to a Tender Draft, that the Issuing Bank shall will instruct the Tender Agent not be obligated to release Pledged Bonds in an amount less than until 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 Issuing Bank is less than such minimum denomination). Upon payment to the Issuing Bank (or the Bond Trustee on behalf of the Issuing Bank) as aforesaid, any notation on the book-entry records of the Bonds evidencing the pledge of such Bonds to the 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 Default then exists, the Issuing Bank shall also release to the purchaser of the Bonds Tender Agent receives notice from the pledge and security interest created by this Pledge Agreement a principal amount Bank that the Letter of Pledged Bonds equal to Credit has been reinstated in the principal 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 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 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 ABA No. _____________ 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 Bankbe released.

Release of Pledged Bonds. (a) Upon payment (full or partial) to the Issuing Bank, or the Bond Trustee on behalf of the Issuing Bank, of any Bank 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, the Issuing Bank agrees to release 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 order of the Pledgor, Pledged Bonds in a principal amount equal to the amount of the 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 Issuing Bank is less than such minimum denomination). Upon payment to the Issuing Bank (or the Bond Trustee on behalf of the Issuing Bank) as aforesaid, any notation on the book-entry records of the Bonds evidencing the pledge of such Bonds to the 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 Default then exists, the 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 Pledged Bonds equal to the principal 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 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 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 ABA No. _____________ 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. (b) Upon an acceleration of all Bonds pursuant to the Bond Indenture and payment to the Issuing Bank of all amounts due on the Pledged Bonds, upon the request of the Issuing Bank, the Custodian shall be authorized to, and shall, cancel all Pledged Bonds held hereunder; provided, however, that such cancellation shall not constitute a release of the Pledgor’s obligations to the Issuing Bank with respect to the Bank Obligations.

Release of Pledged Bonds. Upon payment (full or partial) to the Issuing Bank, or the Bond Trustee on behalf of the Issuing Bank, of any Bank 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, the Issuing Bank agrees to release 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 order of the Pledgor, Pledged Bonds in a principal amount equal to the amount of the 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 Issuing Bank is less than such minimum denomination). Upon payment to the Issuing Bank (or the Bond Trustee on behalf of the Issuing Bank) as aforesaid, any notation on the book-entry records of the Bonds evidencing the pledge of such Bonds to the 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 Default then exists, the 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 Pledged Bonds equal to the principal 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 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 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 ABA No. _____________ 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.