Defaults; Waiver Clause Samples

Defaults; Waiver. (a) The Holders of a majority in liquidation amount of the Trust Preferred Securities may, by vote, on behalf of the Holders of all of the Trust Preferred Securities, waive any past default in respect of the Trust Preferred Securities and its consequences; provided that, if the underlying event of default is also a default in respect of the Company Preferred Securities and: (i) is not waivable under the LLC Agreement, the default under this Trust Agreement shall also not be waivable; or (ii) requires the consent or vote of the holders of more than 50% of the aggregate liquidation preference of the Company Preferred Securities to be waived under the LLC Agreement (a "Super Majority"), the default under this Trust Agreement may only be waived by the vote of the Holders of at least the relevant Super Majority in liquidation amount of the Trust Preferred Securities. The foregoing provisions of this Section 2.06(a) shall be in lieu of Section 316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from this Trust Agreement and the Trust Preferred Securities, as permitted by the Trust Indenture Act. Upon such waiver, any such default shall cease to exist, and any default with respect to the Trust Preferred Securities arising therefrom shall be deemed to have been cured, for every purpose of this Trust Agreement, but no such waiver shall extend to any subsequent or other default with respect to the Trust Preferred Securities or impair any right consequent thereon. (b) A waiver of a default under the LLC Agreement by the Trustee at the direction of the Holders of the Trust Preferred Securities constitutes a waiver of the corresponding default under this Trust Agreement. The foregoing provisions of this Section 2.06(b) shall be in lieu of Section 316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from this Trust Agreement and the Trust Preferred Securities, as permitted by the Trust Indenture Act.

Defaults; Waiver. The Holders of a majority of the Outstanding Purchase Contracts voting together as one class may, by vote or consent, on behalf of all of the Holders, waive any past default by the Company and its consequences, except a default: (a) In the payment on any Purchase Contract, or (b) In respect of a provision hereof which under Section 8.02 cannot be modified or amended without the consent of the Holder of each Outstanding Purchase Contract affected. Upon such waiver, any such default shall cease to exist, and any default by the Company arising therefrom shall be deemed to have been cured, for every purpose of this Agreement, but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

Defaults; Waiver. Agent and the Lenders acknowledge and agree that any Event of Default occasioned by Borrower's noncompliance with the requirements of Section 7.20(b) (minimum Tangible Net Worth) as set forth in the Loan Agreement prior to the amendment provided in Section 2 hereof, is hereby waived.

Defaults; Waiver. The Holders of a majority of the Outstanding Purchase Contracts voting together as one class may, by vote or consent, on behalf of all of the Holders, waive any past Default and its consequences, except a Default (a) in the payment on any Unit, or (b) in respect of a provision hereof which under Section 8.2 cannot be modified or amended without the consent of the Holder of each Outstanding Unit affected. Upon such waiver, any such Default shall cease to exist, and any Default arising therefrom shall be deemed to have been cured, for every purpose of this Agreement, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. DB1/ 132079547.5

Defaults; Waiver. Borrower hereby affirms to Lenders and Agent that no Default or Event of Default exists as of the date hereof.

Defaults; Waiver. 62 SECTION 11.7 AGENT'S KNOWLEDGE OF DEFAULTS ........................................ 63

Defaults; Waiver. The Holders of a Majority in liquidation amount of Trust Preferred Securities may, by vote, on behalf of the Holders of all of the Trust Preferred Securities, waive any past Default in respect of the Trust Preferred Securities and its consequences, provided that if the underlying Default under the Indenture:

Defaults; Waiver. Borrower is in default under the terms of the Credit Agreement. In particular, (i) for the fiscal period ending May 31, 2008, Borrower is in noncompliance with Section 6.10 [Maintenance of Minimum Tangible Net Worth], Section 6.11 [Maintenance of Leverage Ratio] and Section 7.5 [Land Components] of the Credit Agreement, (ii) for the fiscal period ended August 31, 2008, Borrower is in noncompliance with Section 6.10 [Maintenance of Minimum Tangible Net Worth], Section 6.11 [Maintenance of Leverage Ratio], Section 7.4 [Limitation on Unimproved Entitled Land] and Section 7.5 [Land Components] of the Credit Agreement and (iii) as of October 1, 2008, Borrower is in noncompliance with Section 9.6(a) [Default in Payment of any Indebtedness] for the payments due on October 1, 2008 (collectively, the “Specified Defaults”). Subject to the terms and conditions set forth herein, Agent and the Lenders hereby agree to waive compliance with the Credit Agreement for the Specified Defaults; provided however that such waiver shall only be effective on and as of the Fourth Amendment Effective Date. If the conditions set forth in Section 2.2 are not satisfied on or prior to the Effectiveness Termination Date, the waiver set forth in this Section 4 shall have no force and effect and the Lenders hereby reserve all of their rights and remedies with respect to the Specified Defaults. Other defaults may exist under the terms of the Credit Agreement and the Lenders reserve the right to assert all other defaults under the Credit Agreement, whether such defaults exist now or may hereafter occur.

Defaults; Waiver. 60 SECTION 11.7 Purchase Contract Agent's Knowledge of Defaults ............60 SECTION 11.8 SECTION 11.8. Conflicting Interests ........................60 SECTION 11.9 SECTION 11.9. Direction of Purchase Contract Agent .........61 EXHIBITS EXHIBIT A Form of SPC Units Certificate EXHIBIT B Form of Treasury SPC Units Certificate EXHIBIT C Instruction to Purchase Contract Agent EXHIBIT D Notice from Purchase Contract Agent to Holders (Transfer of Collateral upon Occurrence of a Termination Event) EXHIBIT E Notice to Settle by Cash EXHIBIT F Notice from Purchase Contract Agent to Collateral Agent and Indenture Trustee (Settlement of Purchase Contract through Remarketing) PURCHASE CONTRACT AGREEMENT, dated as of ____________, ______, between PP&L RESOURCES, INC., a Pennsylvania corporation (the "Company"), and THE CHASE MANHATTAN BANK, a New York banking corporation, acting as purchase contract agent, attorney-in-fact and trustee for the Holders of Securities from time to time (the "Purchase Contract Agent").