Common use of Responsibilities of Trustee Clause in Contracts

Responsibilities of Trustee. 5.1 Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims (the "Prudent Man Standard of Care"), provided however, that Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by PPL or the Accounting Party which is contemplated by, and in conformity with, the terms of the Plan or this Trust and is given in writing by PPL or the Accounting Party. In the event of a dispute between PPL and a party, Trustee may apply to a court of competent jurisdiction to resolve the dispute. The Trustee shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Trust Agreement and shall be held harmless in acting upon any notice, request, direction, instruction, consent, certification or other instrument believed by it to be genuine and delivered by the proper party or parties. Under no circumstances shall Trustee be liable for consequential, special, or speculative damages under the Trust Agreement even if the Trustee is advised as to the possibility thereof. It is understood and agreed that Trustee shall be under no duty to take any action other than herein specified with respect to any securities or other property at any time deposited hereunder unless specifically agreed to by the Trustee in writing or as otherwise provided in this Trust Agreement. Subject to the Accounting Party's power of investment direction under Article X, the Trustee shall have exclusive authority and discretion to hold, manage, care for and protect the Trust Fund and shall have the following powers and discretions in addition to those conferred bylaw: (a) To invest and reinvest the Trust Fund in such equities (of any classification, including common and preferred stocks), fixed income, cash, cash· equivalents or other property (real, personal or mixed) and interests in investment companies and investment trusts as the Trustee shall deem advisable, excluding any obligations or security, or other property of PPL, whether or not such investments and reinvestments be authorized by any state law for the investment of Trust Funds generally; (b) To sell, exchange, convey, transfer or dispose of, and also to grant options with respect to, any property, whether real or personal, at any time held by it by private contract or by public auction, for cash or upon credit, or partly for cash and partly upon credit, as the Trustee may deem best, and no person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity, expediency or propriety of any such sale or other disposition; (c) To acquire, hold and dispose of any real estate, at such time, in such manner and upon such terms as the Trustee may deem advisable; to retain, manage, operate, repair, improve, partition, mortgage or lease for any term or terms of years any such real estate, or to exchange all or any part thereof for other real estate, upon such terms and conditions as the Trustee deems proper, using other Trust assets for any of such purposes if deemed advisable; (d) To compromise, compound and settle any debt or obligation due to or from it as Trustee and to reduce the rate of interest thereon, to extend or otherwisemodify, or to foreclose upon default or otherwise enforce or act with respect to any such obligation; (e) If directed by the Accounting Party, Trustee shall vote as instructed by Accounting Party, in person or by general or limited proxy, any stocks or other securities at any time held in the Trust Fund, at any meeting of stockholders or security holders, in respect to any business which may come before the meeting. (f) To vote, in person or by general or limited proxy, any stocks or other securities at any time held in the Trust Fund, at any meeting of stockholders or security holders, in respect to any business which may come before the meeting; to exercise any options appurtenant to any stocks, bonds or other securities for the conversion thereof into other stocks, bonds or securities; to exercise or sell any conversion or subscription rights appurtenant to any stocks, bonds or other securities at any time held in the Trust Fund, and to make any and all necessary payments therefor; to join in, and to approve, or to dissent from and to oppose, any corporate act or proceeding, including any reorganization, recapitalization, consolidation, merger, dissolution, liquidation, sale of assets or other action by or plan in respect of corporations or properties, the stocks or securities of which may at any time be held in the Trust Fund; to deposit with any committee or depository, pursuant to any plan or agreement of protection, reorganization, consolidation, sale, merger, or other readjustment, any property held in the Trust Fund; and to make payment from the Trust Fund of any charges or assessments imposed by the terms of any such plan oragreement; (g) To accept and hold any securities or other property received by it under the provisions of any of the subdivisions of this Article whether or not the Trustee would be authorized hereunder then to invest therein; (h) To borrow money on behalf of the Trust upon such terms and conditions as the Trustee shall deem advisable to carry out the purposes of the Trust and to pledge securities or other property of the Trust Fund in repayment of any such loan; (i) To enforce any right, obligation or claim in its discretion and in general to protect in any way the interests of the Trust Fund, either before or after default, and in case the Trustee shall, in its discretion, consider such action for the best interest of the Trust Fund, to abstain from the enforcement of any right, obligation or claim and to abandon any property, whether real or personal, which at any time may be held by the Trustee; (j) To make, execute, acknowledge and deliver any and all deeds, leases, assignments, transfers, conveyances and any and all other instruments necessary or appropriate to carry out any powers herein granted; (k) To cause any investments from time to time held by it hereunder to be registered in, or transferred into, its name as Trustee or the name of its nominee or nominees, and with or without designation of fiduciary capacity, or to retain any investments unregistered or in form permitting transfer by delivery, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust Fund; (I) To hold any part or all of the Trust Fund uninvested;

Responsibilities of Trustee. 5.1 (a) Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims (the "Prudent Man Standard of Care")aims, provided provided, however, that Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by PPL or the Accounting Party which Company that is contemplated by, and in conformity with, the terms of the Plan Agreement or this Trust and is given in writing by PPL or the Accounting PartyCompany. In the event of a dispute between PPL Company and a party, Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If Trustee undertakes or defends any litigation arising in connection with this Trust, Company agrees to indemnify Trustee against Trustee’s reasonable costs, expenses and liabilities (including, without limitation, attorneys’ fees and expenses) relating thereto and to be primarily liable for such payments. The If Company does not pay such costs, expenses and liabilities in a reasonably timely manner, Trustee may obtain payment from the Trust. (c) Trustee may consult with legal counsel with respect to any of its duties or obligations hereunder. (d) Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) Trustee shall not be responsible for have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein, provided, however, that if an insurance policy is held as an asset of the titleTrust, validity Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or genuineness to loan to any person the proceeds of any property or evidence of title thereto received by it or delivered by it borrowing against such policy. (f) Notwithstanding any powers granted to Trustee pursuant to this Trust Agreement and shall be held harmless in acting upon any notice, request, direction, instruction, consent, certification or other instrument believed by it to be genuine and delivered by the proper party or parties. Under no circumstances shall Trustee be liable for consequential, special, or speculative damages under the Trust Agreement even if the Trustee is advised as to the possibility thereof. It is understood and agreed that Trustee shall be under no duty to take any action other than herein specified with respect to any securities or other property at any time deposited hereunder unless specifically agreed to by the Trustee in writing or as otherwise provided in this Trust Agreement. Subject to the Accounting Party's power of investment direction under Article X, the Trustee shall have exclusive authority and discretion to hold, manage, care for and protect the Trust Fund and shall have the following powers and discretions in addition to those conferred bylaw: (a) To invest and reinvest the Trust Fund in such equities (of any classification, including common and preferred stocks), fixed income, cash, cash· equivalents or other property (real, personal or mixed) and interests in investment companies and investment trusts as the Trustee shall deem advisable, excluding any obligations or security, or other property of PPL, whether or not such investments and reinvestments be authorized by any state law for the investment of Trust Funds generally; (b) To sell, exchange, convey, transfer or dispose of, and also to grant options with respect to, any property, whether real or personal, at any time held by it by private contract or by public auction, for cash or upon credit, or partly for cash and partly upon credit, as the Trustee may deem best, and no person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity, expediency or propriety of any such sale or other disposition; (c) To acquire, hold and dispose of any real estate, at such time, in such manner and upon such terms as the Trustee may deem advisable; to retain, manage, operate, repair, improve, partition, mortgage or lease for any term or terms of years any such real estate, or to exchange all or any part thereof for other real estate, upon such terms and conditions as the Trustee deems proper, using other Trust assets for any of such purposes if deemed advisable; (d) To compromise, compound and settle any debt or obligation due to or from it as Trustee and to reduce the rate of interest thereon, to extend or otherwisemodify, or to foreclose upon default or otherwise enforce or act with respect to any such obligation; (e) If directed by the Accounting Partyapplicable law, Trustee shall vote as instructed by Accounting Partynot have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, in person or by general or limited proxy, any stocks or other securities at any time held in within the Trust Fund, at any meeting meaning of stockholders or security holders, in respect to any business which may come before section 301.7701 -2 of the meeting. (f) To vote, in person or by general or limited proxy, any stocks or other securities at any time held in the Trust Fund, at any meeting of stockholders or security holders, in respect to any business which may come before the meeting; to exercise any options appurtenant to any stocks, bonds or other securities for the conversion thereof into other stocks, bonds or securities; to exercise or sell any conversion or subscription rights appurtenant to any stocks, bonds or other securities at any time held in the Trust Fund, Procedure and to make any and all necessary payments therefor; to join in, and to approve, or to dissent from and to oppose, any corporate act or proceeding, including any reorganization, recapitalization, consolidation, merger, dissolution, liquidation, sale of assets or other action by or plan in respect of corporations or properties, the stocks or securities of which may at any time be held in the Trust Fund; to deposit with any committee or depository, Administrative Regulations promulgated pursuant to any plan or agreement of protection, reorganization, consolidation, sale, merger, or other readjustment, any property held in the Trust Fund; and to make payment from the Trust Fund of any charges or assessments imposed by the terms of any such plan oragreement; (g) To accept and hold any securities or other property received by it under the provisions of any of the subdivisions of this Article whether or not the Trustee would be authorized hereunder then to invest therein; (h) To borrow money on behalf of the Trust upon such terms and conditions as the Trustee shall deem advisable to carry out the purposes of the Trust and to pledge securities or other property of the Trust Fund in repayment of any such loan; (i) To enforce any right, obligation or claim in its discretion and in general to protect in any way the interests of the Trust Fund, either before or after default, and in case the Trustee shall, in its discretion, consider such action for the best interest of the Trust Fund, to abstain from the enforcement of any right, obligation or claim and to abandon any property, whether real or personal, which at any time may be held by the Trustee; (j) To make, execute, acknowledge and deliver any and all deeds, leases, assignments, transfers, conveyances and any and all other instruments necessary or appropriate to carry out any powers herein granted; (k) To cause any investments from time to time held by it hereunder to be registered in, or transferred into, its name as Trustee or the name of its nominee or nominees, and with or without designation of fiduciary capacity, or to retain any investments unregistered or in form permitting transfer by delivery, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust Fund; (I) To hold any part or all of the Trust Fund uninvested;Internal Revenue Code.

Responsibilities of Trustee. 5.1 Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims (the "Prudent Man Standard of Care"), provided however, that Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by PPL or the Accounting Party which is contemplated by, and in conformity with, the terms of the Plan or this Trust and is given in writing by PPL or the Accounting Party. In the event of a dispute between PPL and a party, Trustee may apply to a court of competent jurisdiction to resolve the dispute. The Trustee shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Trust Agreement and shall be held harmless in acting upon any notice, request, direction, instruction, consent, certification or other instrument believed by it to be genuine and delivered by the proper party or parties. Under no circumstances shall Trustee be liable for consequential, special, or speculative damages under the Trust Agreement even if the Trustee is advised as Notwithstanding anything to the possibility thereof. It is understood and agreed contrary that Trustee shall may be under no duty to take any action other than herein specified with respect to any securities or other property at any time deposited hereunder unless specifically agreed to by the Trustee in writing or as otherwise provided set out in this Trust Agreement. Subject Perpetual Subordinated Indenture any other document relating to the Accounting Party's power of investment direction under Article X, the Trustee shall have exclusive authority and discretion to hold, manage, care for and protect the Trust Fund and shall have the following powers and discretions in addition to those conferred bylawSecurities: (a) To invest and reinvest as long as such Securities are held in global form, neither the Trust Fund Trustee nor any Agent, shall, in such equities (any circumstances, be responsible or liable to the Company, the Holders or any other person for any act, omission or default by DTC with respect to the implementation of any classification, including common Write-Down and preferred stocks), fixed income, cash, cash· equivalents or other property (real, personal or mixed) and interests in investment companies and investment trusts as the Trustee shall deem advisable, excluding any obligations or security, or other property of PPL, whether or not such investments and reinvestments be authorized Cancellation by any state law for the investment of Trust Funds generally;them in respect of such Securities; and (b) To sellexcept as otherwise required under Section 4.11, exchange, convey, transfer or dispose of, and also to grant options with respect to, any property, whether real or personal, at any time held by it by private contract or by public auction, for cash or upon credit, or partly for cash and partly upon credit, as the Trustee may deem best, and no person dealing with the Trustee shall not be bound under any duty to see determine, monitor or report whether a Capital Ratio Event, Non-Viability Event or a Bankruptcy Event has occurred or circumstances exist which may lead to the application occurrence of a Capital Ratio Event, Non-Viability Event or a Bankruptcy Event and will not be responsible or liable to the purchase money holders or any other person for any loss arising from any failure by it to inquire into do so. Unless and until the validityTrustee receives the Write-Down and Cancellation Notice and is expressly notified in writing, expediency it shall be entitled to assume that no such event or propriety of any such sale circumstance has occurred or other dispositionexists; (c) To acquireeach Holder shall be deemed to have authorized, hold directed and dispose requested the Trustee and the Agents, as the case may be, to take any and all necessary action to give effect to any Write-Down and Cancellation following the occurrence of any real estateCapital Ratio Event, at such time, in such manner and upon such terms as Non- Viability Event or a Bankruptcy Event without any further action or direction on the Trustee may deem advisablepart of the holders; to retain, manage, operate, repair, improve, partition, mortgage or lease for any term or terms of years any such real estate, or to exchange all or any part thereof for other real estate, upon such terms and conditions as the Trustee deems proper, using other Trust assets for any of such purposes if deemed advisable;and (d) To compromise, compound and settle any debt or obligation due to or from it as Trustee and to reduce the rate of interest thereon, to extend or otherwisemodify, or to foreclose upon default or otherwise enforce or act with respect to any such obligation; (e) If directed by the Accounting Party, Trustee shall vote as instructed by Accounting Party, in person or by general or limited proxy, any stocks or other securities at any time held in the Trust Fund, at any meeting of stockholders or security holders, in respect to any business which may come before the meeting. (f) To vote, in person or by general or limited proxy, any stocks or other securities at any time held in the Trust Fund, at any meeting of stockholders or security holders, in respect to any business which may come before the meeting; to exercise any options appurtenant to any stocks, bonds or other securities for the conversion thereof into other stocks, bonds or securities; to exercise or sell any conversion or subscription rights appurtenant to any stocks, bonds or other securities at any time held in the Trust Fund, and to make any and all necessary payments therefor; to join in, and to approve, or to dissent from and to oppose, any corporate act or proceeding, including any reorganization, recapitalization, consolidation, merger, dissolution, liquidation, sale of assets or other action by or plan in respect of corporations or properties, the stocks or securities of which may at any time be held in the Trust Fund; to deposit with any committee or depository, pursuant to any plan or agreement of protection, reorganization, consolidation, sale, merger, or other readjustment, any property held in the Trust Fund; and to make payment from the Trust Fund of any charges or assessments imposed by the terms of any such plan oragreement; (g) To accept and hold any securities or other property received by it under the provisions of any of the subdivisions of this Article whether or not the Trustee would be authorized hereunder then to invest therein; (h) To borrow money on behalf of the Trust upon such terms and conditions as the Trustee shall deem advisable not be under any duty to carry out determine, calculate or verify any amount payable to holders under this Perpetual Subordinated Indenture (including any write-down amounts) and with regards to the purposes of the Trust Securities and to pledge securities or other property of the Trust Fund in repayment of any such loan; (i) To enforce any right, obligation or claim in its discretion and in general to protect in any way the interests of the Trust Fund, either before or after default, and in case the Trustee shall, in its discretion, consider such action will not be responsible to the holders or any other person for the best interest of the Trust Fund, to abstain any loss or liability arising from the enforcement of any right, obligation or claim and to abandon any property, whether real or personal, which at any time may be held by the Trustee; (j) To make, execute, acknowledge and deliver any and all deeds, leases, assignments, transfers, conveyances and any and all other instruments necessary or appropriate to carry out any powers herein granted; (k) To cause any investments from time to time held failure by it hereunder to be registered in, or transferred into, its name as Trustee or the name of its nominee or nominees, and with or without designation of fiduciary capacity, or to retain any investments unregistered or in form permitting transfer by delivery, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust Fund; (I) To hold any part or all of the Trust Fund uninvested;do so.

Responsibilities of Trustee. 5.1 (a) Notwithstanding any provision of this Agreement to the contrary, no Trustee shall be under any obligation or duty to perform any act that would involve it in expense or liability or to institute or defend any suit in respect to this Agreement or to advance its own moneys, unless (i) properly indemnified by the Lessee to its satisfaction, or (ii) upon the occurrence and continuation of an Event of Default, the Government has provided the Trustee written direction pursuant to Section 2.04(c) authorizing the Trustee to use funds on deposit in the In‐Kind Consideration Account to pay the reasonable expenses of any such actions undertaken by the Trustee, to the Trustee’s satisfaction. No Trustee shall be liable in connection with the careperformance of its duties under this Agreement except for its own gross negligence or willful misconduct. (b) The Trustee, skillprior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, prudence undertakes to perform such duties, and diligence only such duties, of the Trustee as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Trustee. In case an Event of Default has occurred, which has not been cured or waived, the Trustee shall exercise such of the rights and powers vested in it by this Agreement and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise his or her own affairs. (c) The Trustee may execute any of a like character the trusts or powers thereof and with like aims (the "Prudent Man Standard perform any of Care")its duties by or through attorneys, provided howeveraccountants, that Trustee shall incur no liability to any person for any action taken pursuant to a directionagents, request receivers, or approval given by PPL or the Accounting Party which is contemplated byemployees, and in conformity with, the terms of the Plan or this Trust and is given in writing by PPL or the Accounting Party. In the event of a dispute between PPL and a party, Trustee may apply to a court of competent jurisdiction to resolve the dispute. The Trustee shall not be responsible for the title, validity or genuineness acts of any property attorneys, accountants, agents, or evidence of title thereto received receivers appointed by it or delivered by it pursuant to this Trust Agreement in good faith and without gross negligence, and shall be held harmless entitled to advice of counsel concerning all matters of the trusts hereof and the duties hereunder and may in acting all cases pay such com‐ pensation to and the disbursements of all such attorneys, accountants, agents, and receivers as may be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorneys (who may be the attorney or attorneys for the Lessee or the Gov‐ ernment) approved by the Trustee in the exercise of reasonable care. The Trustee shall not be (d) The Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions, or agreements on the part of the Lessee except as expressly required herein, but the Trustee may require of the Lessee full information and advice as to the agreements aforesaid, and the Lessee’s performance or observance of such cove‐ nants, conditions or agreements. (e) Upon receipt of any notice, request, direction, instructionresolution, consent, certification certificate, report, order, affidavit, letter, or other paper or document furnished to it pursuant to any provision of this Agreement, the Trustee shall examine such instrument to determine whether it conforms to the requirements of this Agreement and shall be protected in acting upon any such instrument believed by it the Trustee in good faith to be genuine and delivered correct and to have been signed or sent or given by the proper party or parties. Under no circumstances shall Trustee be liable for consequential, special, or speculative damages under the Trust Agreement even if the Trustee is advised as to the possibility thereof. It is understood and agreed that Trustee shall be under no duty to take any action other than herein specified with respect to any securities or other property at any time deposited hereunder unless specifically agreed to by the Trustee in writing or as otherwise provided in this Trust Agreement. Subject to the Accounting Party's power of investment direction under Article X, the Trustee shall have exclusive authority and discretion to hold, manage, care for and protect the Trust Fund and shall have the following powers and discretions in addition to those conferred bylaw: (a) To invest and reinvest the Trust Fund in such equities (of any classification, including common and preferred stocks), fixed income, cash, cash· equivalents or other property (real, personal or mixed) and interests in investment companies and investment trusts as the Trustee shall deem advisable, excluding any obligations or security, or other property of PPL, whether or not such investments and reinvestments be authorized by any state law for the investment of Trust Funds generally; (b) To sell, exchange, convey, transfer or dispose of, and also to grant options with respect to, any property, whether real or personal, at any time held by it by private contract or by public auction, for cash or upon credit, or partly for cash and partly upon credit, as the Trustee may deem best, and no person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity, expediency or propriety of any such sale or other disposition; (c) To acquire, hold and dispose of any real estate, at such time, in such manner and upon such terms as the Trustee may deem advisable; to retain, manage, operate, repair, improve, partition, mortgage or lease for any term or terms of years any such real estate, or to exchange all or any part thereof for other real estate, upon such terms and conditions as the Trustee deems proper, using other Trust assets for any of such purposes if deemed advisable; (d) To compromise, compound and settle any debt or obligation due to or from it as Trustee and to reduce the rate of interest thereon, to extend or otherwisemodify, or to foreclose upon default or otherwise enforce or act with respect to any such obligation; (e) If directed by the Accounting Party, Trustee shall vote as instructed by Accounting Party, in person or by general or limited proxy, any stocks or other securities at any time held in the Trust Fund, at any meeting of stockholders or security holders, in respect to any business which may come before the meeting. (f) To vote, in person or by general or limited proxy, any stocks or other securities at any time held in The Trustee shall immediately notify the Trust Fund, at any meeting of stockholders or security holders, in respect to any business which may come before the meeting; to exercise any options appurtenant to any stocks, bonds or other securities for the conversion thereof into other stocks, bonds or securities; to exercise or sell any conversion or subscription rights appurtenant to any stocks, bonds or other securities at any time held in the Trust Fund, and to make any and all necessary payments therefor; to join in, and to approve, or to dissent from and to oppose, any corporate act or proceeding, including any reorganization, recapitalization, consolidation, merger, dissolution, liquidation, sale of assets or other action by or plan in respect of corporations or properties, the stocks or securities of which may at any time be held in the Trust Fund; to deposit with any committee or depository, pursuant to any plan or agreement of protection, reorganization, consolidation, sale, merger, or other readjustment, any property held in the Trust Fund; and to make payment from the Trust Fund Government of any charges or assessments imposed by the terms Event of any such plan oragreement; (g) To accept and hold any securities or other property received by it under the provisions of any of the subdivisions of this Article whether or not the Trustee would be authorized hereunder then Default known to invest therein; (h) To borrow money on behalf of the Trust upon such terms and conditions as the Trustee shall deem advisable to carry out the purposes of the Trust and to pledge securities or other property of the Trust Fund in repayment of any such loan; (i) To enforce any right, obligation or claim in its discretion and in general to protect in any way the interests of the Trust Fund, either before or after default, and in case the Trustee shall, in its discretion, consider such action for the best interest of the Trust Fund, to abstain from the enforcement of any right, obligation or claim and to abandon any property, whether real or personal, which at any time may be held by the Trustee; (j) To make, execute, acknowledge and deliver any and all deeds, leases, assignments, transfers, conveyances and any and all other instruments necessary or appropriate to carry out any powers herein granted; (k) To cause any investments from time to time held by it hereunder to be registered in, or transferred into, its name as Trustee or the name of its nominee or nominees, and with or without designation of fiduciary capacity, or to retain any investments unregistered or in form permitting transfer by delivery, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust Fund; (I) To hold any part or all of the Trust Fund uninvested;.

Responsibilities of Trustee. 5.1 (a) The Trustee, in the administration of the Trust Account, is to be bound solely by the express provisions of this Trust Agreement, and such further written and signed directions as the appropriate party or parties may, under the conditions herein provided, deliver to the Trustee. The Trustee shall act be under no obligation to enforce the Grantor’s obligations under this Trust Agreement, except as otherwise expressly provided or directed pursuant hereto. The Trustee shall be restricted to holding title to, operating and collecting the Trust Assets and the payment and distribution thereof for the purposes set forth in this Trust Agreement and to the conservation and protection of such Trust Assets and the administration thereof in accordance with the careprovisions of this Trust Agreement, skilland the Trustee shall be liable only for its own negligence, prudence willful misconduct or lack of good faith. The Trustee further agrees to promptly forward upon request to the Beneficiary, the Grantor or their designated recipient a certified list of all Trust Assets. (b) Subject to the other provisions of this Trust Agreement, including the requirements that only Eligible Assets may be held in or by the Trust Account and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use title to Trust Assets shall be recorded in the conduct name of the Trust or the Trustee, as appropriate, and provisions relating to the substitution of Trust Assets, (i) the Grantor shall have the irrevocable authority and sole power to direct, in writing, the Trustee, in the Grantor’s sole discretion, with respect to all aspects of the management or investment of the Trust Assets contained in the Trust Account, and the Grantor may delegate such authority and power to any other Person, including any Affiliate of the Grantor (“Investment Manager”), pursuant to one or more investment management, advisory or other agreements of form and substance specified by the Grantor, provided that the Grantor shall provide written notice of any such delegation to each other party hereto and (ii) each of the Trustee and the Beneficiary acknowledges that it has no authority with respect to such management or investment activities. The Trustee agrees it will not exercise any discretion or take any action with respect to the matters in clause (i) above and the Trustee will take any actions related thereto as directed by the Grantor in accordance therewith. Any instruction or order concerning such investments or substitutions of securities shall be referred to herein as an “Investment Order”. The Trustee shall execute Investment Orders and settle securities transactions by itself or by means of an enterprise of a like character and with like aims (the "Prudent Man Standard of Care"), provided however, that Trustee shall incur no liability to any person for any action taken pursuant to a direction, request agent or approval given by PPL or the Accounting Party which is contemplated by, and in conformity with, the terms of the Plan or this Trust and is given in writing by PPL or the Accounting Party. In the event of a dispute between PPL and a party, Trustee may apply to a court of competent jurisdiction to resolve the disputebroker. The Trustee shall not be responsible for any act or omission, or for the titlesolvency, validity or genuineness of any property such agent or evidence of title thereto received broker selected by it the Trustee without negligence, bad faith or delivered by it willful misconduct. When the Trustee is directed to deliver Trust Assets against payment, delivery will be made in accordance with generally accepted market practice. Any loss incurred from any investment pursuant to the terms of this Trust Agreement and Section 5.4(b) shall be held harmless in acting upon any notice, request, direction, instruction, consent, certification or other instrument believed by it to be genuine and delivered borne exclusively by the proper party Trust Account. Pursuant to Section 5.9, the Trustee has no responsibility whatsoever for determining or parties. Under monitoring whether or not any Trust Asset is an Eligible Asset. (c) In no circumstances event shall the Trustee be liable under or in connection with the Agreement for consequentialindirect, special, incidental, punitive or speculative consequential losses or damages under the Trust Agreement of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Trustee is has been advised as to of the possibility thereof. It is understood thereof and agreed that Trustee shall be under no duty to take any regardless or the form of action other than herein specified with respect to any securities in which such damages are sought, unless such loss or other property at any time deposited hereunder unless specifically agreed to by the Trustee in writing or as otherwise provided in this Trust Agreement. Subject to the Accounting Party's power of investment direction under Article X, the Trustee shall have exclusive authority and discretion to hold, manage, care for and protect the Trust Fund and shall have the following powers and discretions in addition to those conferred bylaw: (a) To invest and reinvest the Trust Fund in such equities (of any classification, including common and preferred stocks), fixed income, cash, cash· equivalents or other property (real, personal or mixed) and interests in investment companies and investment trusts as the Trustee shall deem advisable, excluding any obligations or security, or other property of PPL, whether or not such investments and reinvestments be authorized by any state law for the investment of Trust Funds generally; (b) To sell, exchange, convey, transfer or dispose of, and also to grant options with respect to, any property, whether real or personal, at any time held by it by private contract or by public auction, for cash or upon credit, or partly for cash and partly upon credit, as the Trustee may deem best, and no person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity, expediency or propriety of any such sale or other disposition; (c) To acquire, hold and dispose of any real estate, at such time, in such manner and upon such terms as the Trustee may deem advisable; to retain, manage, operate, repair, improve, partition, mortgage or lease for any term or terms of years any such real estate, or to exchange all or any part thereof for other real estate, upon such terms and conditions as the Trustee deems proper, using other Trust assets for any of such purposes if deemed advisable; (d) To compromise, compound and settle any debt or obligation due to or from it as Trustee and to reduce the rate of interest thereon, to extend or otherwisemodify, or to foreclose upon default or otherwise enforce or act with respect to any such obligation; (e) If directed by the Accounting Party, Trustee shall vote as instructed by Accounting Party, in person or by general or limited proxy, any stocks or other securities at any time held in the Trust Fund, at any meeting of stockholders or security holders, in respect to any business which may come before the meeting. (f) To vote, in person or by general or limited proxy, any stocks or other securities at any time held in the Trust Fund, at any meeting of stockholders or security holders, in respect to any business which may come before the meeting; to exercise any options appurtenant to any stocks, bonds or other securities for the conversion thereof into other stocks, bonds or securities; to exercise or sell any conversion or subscription rights appurtenant to any stocks, bonds or other securities at any time held in the Trust Fund, and to make any and all necessary payments therefor; to join in, and to approve, or to dissent from and to oppose, any corporate act or proceeding, including any reorganization, recapitalization, consolidation, merger, dissolution, liquidation, sale of assets or other action by or plan in respect of corporations or properties, the stocks or securities of which may at any time be held in the Trust Fund; to deposit with any committee or depository, pursuant to any plan or agreement of protection, reorganization, consolidation, sale, merger, or other readjustment, any property held in the Trust Fund; and to make payment from the Trust Fund of any charges or assessments imposed by the terms of any such plan oragreement; (g) To accept and hold any securities or other property received by it under the provisions of any of the subdivisions of this Article whether or not the Trustee would be authorized hereunder then to invest therein; (h) To borrow money on behalf of the Trust upon such terms and conditions as the Trustee shall deem advisable to carry out the purposes of the Trust and to pledge securities or other property of the Trust Fund in repayment of any such loan; (i) To enforce any right, obligation or claim in its discretion and in general to protect in any way the interests of the Trust Fund, either before or after default, and in case the Trustee shall, in its discretion, consider such action for the best interest of the Trust Fund, to abstain from the enforcement of any right, obligation or claim and to abandon any property, whether real or personal, which at any time may be held damage has been caused by the Trustee; (j) To make’s negligence, execute, acknowledge and deliver any and all deeds, leases, assignments, transfers, conveyances and any and all other instruments necessary or appropriate to carry out any powers herein granted; (k) To cause any investments from time to time held by it hereunder to be registered inlack of good faith, or transferred into, its name as Trustee or the name of its nominee or nominees, and with or without designation of fiduciary capacity, or to retain any investments unregistered or in form permitting transfer by delivery, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust Fund; (I) To hold any part or all of the Trust Fund uninvested;wilful misconduct.

Responsibilities of Trustee. 5.1 (A) The Trustee shall act have no responsibility in respect of the validity or sufficiency of this Indenture or the due execution hereof by the Company, or in respect of the validity of any Notes authenticated and delivered by the Trustee in accordance with the carethis Indenture or any other document or instrument whatsoever. The recitals, skill, prudence statements and diligence under the circumstances then prevailing that a prudent person acting in like capacity representations contained herein and familiar with such matters would use in the conduct Notes shall be taken and construed as made by and on the part of an enterprise the Company and not by the Trustee, and it does not assume any responsibility for the correctness of a like character and with like aims (the "Prudent Man Standard of Care"), provided however, same; except that the Trustee shall incur no liability be responsible for its representation contained in its certificate on the Notes. (B) The Trustee shall not be liable or responsible because of the failure of the Company to perform any person for act required of it by this Indenture or because of the loss of any action taken pursuant to a direction, request or approval given by PPL moneys arising through the insolvency or the Accounting Party act or default or omission of any depositary other than itself in which is contemplated by, and in conformity with, the terms of the Plan or this Trust and is given in writing by PPL or the Accounting Party. In the event of a dispute between PPL and a party, Trustee may apply to a court of competent jurisdiction to resolve the disputesuch moneys shall have been deposited. The Trustee shall not be responsible for the titleany moneys deposited with it and paid out, validity invested, withdrawn or genuineness of transferred in accordance herewith or for any property or evidence of title thereto received by it or delivered by it pursuant to this Trust Agreement and loss resulting from any such investment. The Trustee shall be held harmless in acting upon any notice, request, direction, instruction, consent, certification or other instrument believed by it to be genuine and delivered by the proper party or parties. Under no circumstances shall Trustee not be liable in connection with the performance of its duties hereunder except for consequentialits own willful misconduct, special, gross negligence or speculative damages under the Trust Agreement even if bad faith. The immunities and exemptions from liability of the Trustee is advised as shall extend to its directors, officers, employees and agents. (C) The Trustee, prior to the possibility thereof. It is understood occurrence of an Event of Default, undertakes to perform such duties and agreed that Trustee shall be under no duty to take any action other than herein specified with respect to any securities or other property at any time deposited hereunder unless only such duties as are specifically agreed to by the Trustee in writing or as otherwise provided set forth in this Trust AgreementIndenture. Subject to the Accounting Party's power In case an Event of investment direction under Article XDefault has occurred and is continuing (and not waived), the Trustee shall have exclusive authority exercise such of the rights and discretion to holdpowers vested in it hereby and use the same degree of care and skill in their exercise, manageas a prudent person would exercise under the circumstances in the conduct of his own affairs, care for and protect the Trust Fund and shall have the following powers and discretions in addition to those conferred bylaw: (a) To invest and reinvest the Trust Fund in such equities (of any classification, including common and preferred stocks), fixed income, cash, cash· equivalents or other property (real, personal or mixed) and interests in investment companies and investment trusts as but the Trustee shall deem advisable, excluding not be liable for any obligations or security, or other property of PPL, whether action taken or not such investments and reinvestments be authorized by any state law taken except for the investment of Trust Funds generally; (b) To sellwillful misconduct, exchange, convey, transfer gross negligence or dispose of, and also to grant options with respect to, any property, whether real or personal, at any time held by it by private contract or by public auction, for cash or upon credit, or partly for cash and partly upon credit, as the Trustee may deem best, and no person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity, expediency or propriety of any such sale or other disposition; (c) To acquire, hold and dispose of any real estate, at such time, in such manner and upon such terms as the Trustee may deem advisable; to retain, manage, operate, repair, improve, partition, mortgage or lease for any term or terms of years any such real estate, or to exchange all or any part thereof for other real estate, upon such terms and conditions as the Trustee deems proper, using other Trust assets for any of such purposes if deemed advisable; (d) To compromise, compound and settle any debt or obligation due to or from it as Trustee and to reduce the rate of interest thereon, to extend or otherwisemodify, or to foreclose upon default or otherwise enforce or act with respect to any such obligation; (e) If directed by the Accounting Party, Trustee shall vote as instructed by Accounting Party, in person or by general or limited proxy, any stocks or other securities at any time held in the Trust Fund, at any meeting of stockholders or security holders, in respect to any business which may come before the meetingbad faith. (f) To vote, in person or by general or limited proxy, any stocks or other securities at any time held in the Trust Fund, at any meeting of stockholders or security holders, in respect to any business which may come before the meeting; to exercise any options appurtenant to any stocks, bonds or other securities for the conversion thereof into other stocks, bonds or securities; to exercise or sell any conversion or subscription rights appurtenant to any stocks, bonds or other securities at any time held in the Trust Fund, and to make any and all necessary payments therefor; to join in, and to approve, or to dissent from and to oppose, any corporate act or proceeding, including any reorganization, recapitalization, consolidation, merger, dissolution, liquidation, sale of assets or other action by or plan in respect of corporations or properties, the stocks or securities of which may at any time be held in the Trust Fund; to deposit with any committee or depository, pursuant to any plan or agreement of protection, reorganization, consolidation, sale, merger, or other readjustment, any property held in the Trust Fund; and to make payment from the Trust Fund of any charges or assessments imposed by the terms of any such plan oragreement; (g) To accept and hold any securities or other property received by it under the provisions of any of the subdivisions of this Article whether or not the Trustee would be authorized hereunder then to invest therein; (h) To borrow money on behalf of the Trust upon such terms and conditions as the Trustee shall deem advisable to carry out the purposes of the Trust and to pledge securities or other property of the Trust Fund in repayment of any such loan; (i) To enforce any right, obligation or claim in its discretion and in general to protect in any way the interests of the Trust Fund, either before or after default, and in case the Trustee shall, in its discretion, consider such action for the best interest of the Trust Fund, to abstain from the enforcement of any right, obligation or claim and to abandon any property, whether real or personal, which at any time may be held by the Trustee; (j) To make, execute, acknowledge and deliver any and all deeds, leases, assignments, transfers, conveyances and any and all other instruments necessary or appropriate to carry out any powers herein granted; (k) To cause any investments from time to time held by it hereunder to be registered in, or transferred into, its name as Trustee or the name of its nominee or nominees, and with or without designation of fiduciary capacity, or to retain any investments unregistered or in form permitting transfer by delivery, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust Fund; (I) To hold any part or all of the Trust Fund uninvested;

Responsibilities of Trustee. 5.1 (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims (the "Prudent Man Standard of Care")aims, provided provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by PPL or the Accounting Party Company which is contemplated by, and in conformity with, the terms of the Plan Agreement or this Trust and is given in writing by PPL or the Accounting PartyCompany. In the event of a dispute between PPL the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the disputedispute and may hold the assets of the Trust until the dispute is resolved judicially or by agreement among the parties. (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee’s costs, expenses and liabilities (including, without limitation, reasonable attorney’s fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust, without notice to any party. (c) The Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder, at the Company’s expense which, should it remain unpaid, may be paid from the Trust without notice to any party. Trustee shall consult with Company prior to consulting with legal counsel which may result in additional expense to the Trust. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist the Trustee in performing any of its duties or obligations hereunder, at the Company’s expense which, should it remain unpaid, may be paid from the Trust without notice to any party. Trustee shall consult with Company prior to hiring any of the persons in this Section 8(d) which may result in additional expense to the Trust. (e) The Trustee shall not be responsible for have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein, provided, however, that if an insurance policy is held as an asset of the titleTrust, validity the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or genuineness to loan to any person the proceeds of any property or evidence of title thereto received by it or delivered by it borrowing against such policy. (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or under applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated under the Internal Revenue Code. (g) The Company shall indemnify and hold the Trustee harmless from and against all loss or liability (including expenses and reasonable attorneys’ fees), to which it may be held harmless in acting upon any notice, request, direction, instruction, consent, certification or other instrument believed subject by it to be genuine and delivered by the proper party or parties. Under no circumstances shall Trustee be liable for consequential, specialreason of its execution of its duties under this Trust, or speculative damages under by reason of any acts taken in good faith in accordance with any directions, or acts omitted in good faith due to absence of directions, from the Company or the Participant unless loss or liability is due to a breach of this Trust Agreement even if the or a violation of applicable law by Trustee is advised as or any of Trustee’s affiliates, employees or directors or to the possibility thereofTrustee’s negligence or willful misconduct of any Trustee’s affiliates, employees or directors. It is understood All releases and agreed that Trustee shall be under no duty to take any action other than herein specified with respect to any securities or other property at any time deposited hereunder unless specifically agreed to by the Trustee in writing or as otherwise indemnities provided in this Trust Agreement shall survive the termination of this Trust Agreement. Subject to the Accounting Party's power of investment direction under Article X, The Company shall indemnify and hold harmless the Trustee shall have exclusive authority and discretion to hold, manage, care for and protect the Trust Fund and shall have the following powers and discretions in addition to those conferred bylaw: (a) To invest and reinvest the Trust Fund in such equities (of any classification, including common and preferred stocks), fixed income, cash, cash· equivalents or other property (real, personal or mixed) and interests in investment companies and investment trusts as the Trustee shall deem advisable, excluding any obligations or security, or other property of PPL, whether or not such investments and reinvestments be authorized by any state law for the investment of Trust Funds generally; (b) To sell, exchange, convey, transfer or dispose of, and also to grant options with respect to, any property, whether real or personal, at any time held by it by private contract or by public auction, for cash or upon credit, or partly for cash and partly upon credit, as the Trustee may deem best, and no person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity, expediency or propriety of any such sale or other disposition; (c) To acquire, hold and dispose of any real estate, at such time, in such manner and upon such terms as the Trustee may deem advisable; to retain, manage, operate, repair, improve, partition, mortgage or lease for any term or terms actions of years any such real estate, or to exchange all or any part thereof for other real estate, upon such terms and conditions as the Trustee deems proper, using other Trust assets for any of such purposes if deemed advisable; (d) To compromise, compound and settle any debt or obligation due to or from it as Trustee and to reduce the rate of interest thereon, to extend or otherwisemodify, or to foreclose upon default or otherwise enforce or act with respect to any such obligation; (e) If directed by the Accounting Party, Trustee shall vote as instructed by Accounting Party, in person or by general or limited proxy, any stocks or other securities at any time held in the Trust Fund, at any meeting of stockholders or security holders, in respect to any business which may come before the meetinga prior Trustee. (f) To vote, in person or by general or limited proxy, any stocks or other securities at any time held in the Trust Fund, at any meeting of stockholders or security holders, in respect to any business which may come before the meeting; to exercise any options appurtenant to any stocks, bonds or other securities for the conversion thereof into other stocks, bonds or securities; to exercise or sell any conversion or subscription rights appurtenant to any stocks, bonds or other securities at any time held in the Trust Fund, and to make any and all necessary payments therefor; to join in, and to approve, or to dissent from and to oppose, any corporate act or proceeding, including any reorganization, recapitalization, consolidation, merger, dissolution, liquidation, sale of assets or other action by or plan in respect of corporations or properties, the stocks or securities of which may at any time be held in the Trust Fund; to deposit with any committee or depository, pursuant to any plan or agreement of protection, reorganization, consolidation, sale, merger, or other readjustment, any property held in the Trust Fund; and to make payment from the Trust Fund of any charges or assessments imposed by the terms of any such plan oragreement; (g) To accept and hold any securities or other property received by it under the provisions of any of the subdivisions of this Article whether or not the Trustee would be authorized hereunder then to invest therein; (h) To borrow money on behalf of the Trust upon such terms and conditions as the Trustee shall deem advisable to carry out the purposes of the Trust and to pledge securities or other property of the Trust Fund in repayment of any such loan; (i) To enforce any right, obligation or claim in its discretion and in general to protect in any way the interests of the Trust Fund, either before or after default, and in case the Trustee shall, in its discretion, consider such action for the best interest of the Trust Fund, to abstain from the enforcement of any right, obligation or claim and to abandon any property, whether real or personal, which at any time may be held by the Trustee; (j) To make, execute, acknowledge and deliver any and all deeds, leases, assignments, transfers, conveyances and any and all other instruments necessary or appropriate to carry out any powers herein granted; (k) To cause any investments from time to time held by it hereunder to be registered in, or transferred into, its name as Trustee or the name of its nominee or nominees, and with or without designation of fiduciary capacity, or to retain any investments unregistered or in form permitting transfer by delivery, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust Fund; (I) To hold any part or all of the Trust Fund uninvested;

Responsibilities of Trustee. 5.1 Trustee shall act with the care, skill, prudence (a) The recitals of fact herein and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct Bonds contained (other than the certificate of an enterprise authentication) shall be taken as the statements of a like character the Issuer and with like aims (the "Prudent Man Standard Trustee assumes no responsibility for the correctness of Care")the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of any Bonds issued hereunder or as to the security afforded by this Indenture, provided however, that and the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by PPL or the Accounting Party which is contemplated by, and in conformity with, the terms of the Plan or this Trust and is given in writing by PPL or the Accounting Party. In the event of a dispute between PPL and a party, Trustee may apply to a court of competent jurisdiction to resolve the disputerespect thereof. The Trustee shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Trust Agreement and shall be held harmless in acting upon any notice, request, direction, instruction, consent, certification or other instrument believed by it to be genuine and delivered by the proper party or parties. Under no circumstances shall Trustee be liable for consequential, special, or speculative damages under the Trust Agreement even if the Trustee is advised as to the possibility thereof. It is understood and agreed that Trustee shall be under no responsibility or duty to take any action other than herein specified with respect to the application of any securities or other property at any time deposited hereunder unless specifically agreed moneys properly paid to by the Trustee in writing it except as provided herein or as otherwise provided expressly agreed by the Trustee. Except for a declaration of acceleration under Section 6.02 hereof or the payment of principal and interest on the Bonds, the Trustee shall be under no obligation or duty to perform any act that would involve it in expense or liability or to institute or defend any suit in respect of this Trust AgreementIndenture or to advance any of its own moneys, unless indemnified to its reasonable satisfaction. Subject to the Accounting Party's power provisions of investment direction under Article Xsubsection (b) of this Section 7.02, the Trustee shall have exclusive authority and discretion to hold, manage, care not be liable in connection with the performance of its duties under this Indenture except for and protect the Trust Fund and shall have the following powers and discretions in addition to those conferred bylaw: (a) To invest and reinvest the Trust Fund in such equities (of any classification, including common and preferred stocks), fixed income, cash, cash· equivalents its own negligence or other property (real, personal or mixed) and interests in investment companies and investment trusts as the Trustee shall deem advisable, excluding any obligations or security, or other property of PPL, whether or not such investments and reinvestments be authorized by any state law for the investment of Trust Funds generally;willful misconduct. (b) To sellThe Trustee, exchangeprior to the occurrence of an Event of Default and after the curing of all Events of Default that may have occurred, convey, transfer or dispose of, undertakes to perform such duties and also only such duties as are specifically set forth in this Indenture. In case an Event of Default has occurred (and has not been cured within any applicable grace period) and subject to grant options the rights of the Servicer with respect toto control of remedies following an Event of Default hereunder, any property, whether real or personal, at any time held by the Trustee shall exercise such of the rights and powers vested in it by private contract this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. Any provisions of this Indenture relating to action taken or to be taken by public auction, for cash the Trustee or to evidence upon credit, or partly for cash and partly upon credit, as which the Trustee may deem best, and no person dealing with the Trustee rely shall be bound to see subject to the application provisions of the purchase money or to inquire into the validity, expediency or propriety of any such sale or other disposition;this Section 7.02. (c) To acquireThe Trustee shall cooperate fully with the Servicer in the enforcement and protection of the rights of the Owners of the Bonds to the fullest extent possible under this Indenture, hold the Loan Documents and dispose of any real estateapplicable law. Toward this end, at such time, in such manner and upon such terms as the Trustee may deem advisableshall take such action as directed by the Servicer, including foreclosure of the Property under the Mortgage, suit for specific performance of the Loan Documents or for damages for nonperformance thereof and assignment of the Loan Documents to the Owners of the Bonds for purposes of enforcing the rights of the Owners of the Bonds; to retainprovided, managethat without the prior written consent of the Issuer, operate, repair, improve, partition, mortgage or lease for any term or terms of years any such real estate, or to exchange all or any part thereof for other real estate, upon such terms and conditions as the Servicer shall give the Trustee deems properno direction as to the enforcement of the Reserved Rights, using other Trust assets for any which shall, except with the prior written consent of such purposes if deemed advisable;the Issuer, be enforceable only by the Issuer. (d) To compromiseThe Trustee shall not take any discretionary action under the Loan Documents (although approval or disapproval of disbursement of Loan proceeds and investment earnings thereon under the Loan Agreement shall be made in accordance with the terms of Article V hereof) without the written approval of the Servicer and shall, compound and settle any debt subject to the proviso of paragraph (c) of this section, take such discretionary action permitted or obligation due to or from it required under the Loan Documents, as Trustee and to reduce may be directed in writing by the rate of interest thereon, to extend or otherwisemodify, or to foreclose upon default or otherwise enforce or act with respect to any such obligation;Servicer. (e) If directed The Trustee shall notify the Servicer of any notification received by the Accounting Party, Trustee shall vote as instructed by Accounting Party, in person under or by general or limited proxy, any stocks or other securities at any time held in pursuant to the Trust Fund, at any meeting Loan Documents promptly after receipt of stockholders or security holders, in respect to any business which may come before the meetingsaid notice. (f) To vote, in person If any Event of Default occurs and is continuing hereunder and if the Trustee has received written notice thereof or by general or limited proxy, any stocks or other securities at any time held in the Trust Fund, at any meeting of stockholders or security holders, in respect is deemed to any business which may come before the meeting; to exercise any options appurtenant to any stocks, bonds or other securities for the conversion thereof into other stocks, bonds or securities; to exercise or sell any conversion or subscription rights appurtenant to any stocks, bonds or other securities at any time held in the Trust Fund, and to make any and all necessary payments therefor; to join in, and to approve, or to dissent from and to oppose, any corporate act or proceeding, including any reorganization, recapitalization, consolidation, merger, dissolution, liquidation, sale of assets or other action by or plan in respect of corporations or properties, the stocks or securities of which may at any time be held in the Trust Fund; to deposit with any committee or depository, have notice pursuant to any plan or agreement of protectionthis Indenture, reorganization, consolidation, sale, merger, or other readjustment, any property held in the Trust Fund; and to make payment from the Trust Fund of any charges or assessments imposed by the terms of any such plan oragreement; (g) To accept and hold any securities or other property received by it under the provisions of any of the subdivisions of this Article whether or not the Trustee would be authorized hereunder then to invest therein; (h) To borrow money on behalf of the Trust upon such terms and conditions as the Trustee shall deem advisable give to carry out all Owners, the purposes Issuer and the Borrower written notice of such default or Event of Default within thirty (30) days after receipt of such information. For the Trust and to pledge securities or other property purpose of this Section 7.02 only, the Trust Fund in repayment of term “default” means any such loan; (i) To enforce any rightevent which is, obligation or claim in its discretion and in general to protect in any way the interests of the Trust Fund, either before or after defaultnotice or lapse of time or both would become, and in case the Trustee shall, in its discretion, consider such action for the best interest an Event of the Trust Fund, to abstain from the enforcement of any right, obligation or claim and to abandon any property, whether real or personal, which at any time may be held by the Trustee; (j) To make, execute, acknowledge and deliver any and all deeds, leases, assignments, transfers, conveyances and any and all other instruments necessary or appropriate to carry out any powers herein granted; (k) To cause any investments from time to time held by it hereunder to be registered in, or transferred into, its name as Trustee or the name of its nominee or nominees, and with or without designation of fiduciary capacity, or to retain any investments unregistered or in form permitting transfer by delivery, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust Fund; (I) To hold any part or all of the Trust Fund uninvested;Default under Section 6.01 hereof.

Responsibilities of Trustee. 5.1 Trustee shall act with the care, skill, prudence (a) The recitals of fact herein and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct Bond contained (other than the certificate of an enterprise authentication) shall be taken as the statements of a like character the Issuer and with like aims (the "Prudent Man Standard Trustee assumes no responsibility for the correctness of Care")the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Bond issued hereunder or as to the security afforded by this Indenture, provided however, that and the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by PPL or the Accounting Party which is contemplated by, and in conformity with, the terms of the Plan or this Trust and is given in writing by PPL or the Accounting Party. In the event of a dispute between PPL and a party, Trustee may apply to a court of competent jurisdiction to resolve the disputerespect thereof. The Trustee shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Trust Agreement and shall be held harmless in acting upon any notice, request, direction, instruction, consent, certification or other instrument believed by it to be genuine and delivered by the proper party or parties. Under no circumstances shall Trustee be liable for consequential, special, or speculative damages under the Trust Agreement even if the Trustee is advised as to the possibility thereof. It is understood and agreed that Trustee shall be under no responsibility or duty to take any action other than herein specified with respect to the application of any securities or other property at any time deposited hereunder unless specifically agreed moneys properly paid to by the Trustee in writing it except as provided herein or as otherwise provided expressly agreed by the Trustee. Except for delivery of a notice of redemption or the payment of principal and interest on the Bond, the Trustee shall be under no obligation or duty to perform any act that would involve it in expense or liability or to institute or defend any suit in respect of this Trust AgreementIndenture or to advance any of its own moneys, unless indemnified to its reasonable satisfaction. Subject to the Accounting Party's power provisions of investment direction under Article Xsubsection (b) of this Section 7.02, the Trustee shall have exclusive authority and discretion to hold, manage, care not be liable in connection with the performance of its duties under this Indenture except for and protect the Trust Fund and shall have the following powers and discretions in addition to those conferred bylaw: (a) To invest and reinvest the Trust Fund in such equities (of any classification, including common and preferred stocks), fixed income, cash, cash· equivalents its own negligence or other property (real, personal or mixed) and interests in investment companies and investment trusts as the Trustee shall deem advisable, excluding any obligations or security, or other property of PPL, whether or not such investments and reinvestments be authorized by any state law for the investment of Trust Funds generally;willful misconduct. (b) To sellThe Trustee, exchange, convey, transfer undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. Any provisions of this Indenture relating to action taken or dispose of, and also to grant options with respect to, any property, whether real be taken by the Trustee or personal, at any time held by it by private contract or by public auction, for cash or to evidence upon credit, or partly for cash and partly upon credit, as which the Trustee may deem best, and no person dealing with the Trustee rely shall be bound to see subject to the application provisions of the purchase money or to inquire into the validity, expediency or propriety of any such sale or other disposition;this Section 7.02. (c) To acquireThe Trustee shall cooperate fully with the Servicer in the enforcement and protection of the rights of the Owner of the Bond to the fullest extent possible under this Indenture, hold the Loan Documents and dispose of any real estateapplicable law. Toward this end, at such time, in such manner and upon such terms as the Trustee may deem advisableshall take such action, as directed by the Servicer, including foreclosure of the Property under the Mortgage, suit for specific performance of the Loan Documents or for damages for nonperformance thereof and assignment of the Loan Documents to the Owner of the Bond for purposes of enforcing the rights of the Owner of the Bond; to retainprovided, managethat without the prior written consent of the Issuer, operate, repair, improve, partition, mortgage or lease for any term or terms of years any such real estate, or to exchange all or any part thereof for other real estate, upon such terms and conditions as the Servicer shall give the Trustee deems properno direction as to the enforcement of the Reserved Rights, using other Trust assets for any which shall, except with the prior written consent of such purposes if deemed advisable;the Issuer, be enforceable only by the Issuer. (d) To compromiseThe Trustee shall not take any discretionary action under the Loan Documents (although approval or disapproval of disbursement of Loan proceeds and investment earnings thereon under the Loan Agreement shall be made in accordance with the terms of Article V hereof) without the written approval of the Servicer and shall, compound and settle any debt subject to the proviso of paragraph (c) of this section, take such discretionary action permitted or obligation due to or from it required under the Loan Documents, as Trustee and to reduce may be directed in writing by the rate of interest thereon, to extend or otherwisemodify, or to foreclose upon default or otherwise enforce or act with respect to any such obligation;Servicer. (e) If directed The Trustee shall notify the Servicer of any notification received by the Accounting Party, Trustee shall vote as instructed by Accounting Party, in person under or by general or limited proxy, any stocks or other securities at any time held in the Trust Fund, at any meeting of stockholders or security holders, in respect to any business which may come before the meeting. (f) To vote, in person or by general or limited proxy, any stocks or other securities at any time held in the Trust Fund, at any meeting of stockholders or security holders, in respect to any business which may come before the meeting; to exercise any options appurtenant to any stocks, bonds or other securities for the conversion thereof into other stocks, bonds or securities; to exercise or sell any conversion or subscription rights appurtenant to any stocks, bonds or other securities at any time held in the Trust Fund, and to make any and all necessary payments therefor; to join in, and to approve, or to dissent from and to oppose, any corporate act or proceeding, including any reorganization, recapitalization, consolidation, merger, dissolution, liquidation, sale of assets or other action by or plan in respect of corporations or properties, the stocks or securities of which may at any time be held in the Trust Fund; to deposit with any committee or depository, pursuant to any plan or agreement the Loan Documents after receipt of protection, reorganization, consolidation, sale, merger, or other readjustment, any property held in the Trust Fund; and to make payment from the Trust Fund of any charges or assessments imposed by the terms of any such plan oragreement; (g) To accept and hold any securities or other property received by it under the provisions of any of the subdivisions of this Article whether or not the Trustee would be authorized hereunder then to invest therein; (h) To borrow money on behalf of the Trust upon such terms and conditions as the Trustee shall deem advisable to carry out the purposes of the Trust and to pledge securities or other property of the Trust Fund in repayment of any such loan; (i) To enforce any right, obligation or claim in its discretion and in general to protect in any way the interests of the Trust Fund, either before or after default, and in case the Trustee shall, in its discretion, consider such action for the best interest of the Trust Fund, to abstain from the enforcement of any right, obligation or claim and to abandon any property, whether real or personal, which at any time may be held by the Trustee; (j) To make, execute, acknowledge and deliver any and all deeds, leases, assignments, transfers, conveyances and any and all other instruments necessary or appropriate to carry out any powers herein granted; (k) To cause any investments from time to time held by it hereunder to be registered in, or transferred into, its name as Trustee or the name of its nominee or nominees, and with or without designation of fiduciary capacity, or to retain any investments unregistered or in form permitting transfer by delivery, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust Fund; (I) To hold any part or all of the Trust Fund uninvested;said notice.