Common use of Defeasance Clause in Contracts

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Bondholders cash or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal and interest on the Outstanding Bonds to Maturity Date; (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) the Issuer If NVTC shall have irrevocably pledged to the Bond Trustee for the benefit of the Bondholders cash pay or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient provide for the payment of the entire indebtedness on particular Bonds in any one or more of the following ways: (1) by paying or causing to be paid the principal of and premium, if any, and interest on such Bonds, as and when the Outstanding same shall become due and payable; (2) by delivering such Bonds to Maturity Date;the Trustee for cancellation; or (3) by depositing with the Trustee (or an escrow agent acceptable to the Trustee), in trust, cash and/or Defeasance Obligations in such amount as will, together with the income or increment to accrue on such Defeasance Obligations (the "Defeasance Amount"), be fully sufficient to pay or redeem (when redeemable) and discharge the indebtedness on such Bonds at or before their respective maturity dates, without consideration of any reinvestment of the Defeasance Amount, as a Verification Agent shall verify to the Trustee's satisfaction; and if NVTC shall also pay or provide for the payment of all other sums payable hereunder by NVTC with respect to such Bonds, and, if such Bonds are to be redeemed before their maturity, notice of such redemption shall have been given as provided in Article IV of this Master Indenture (or the corresponding provisions of the Related Series Supplements) or provisions satisfactory to the Trustee shall have been made for the giving of such notice, such Bonds shall cease to be entitled to any lien, benefit or security under this Master Indenture except as provided in subsection (d) below. (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable NVTC may at any time surrender to the Bond Trustee to the effect for cancellation any Bonds previously authenticated and delivered that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant DefeasanceNVTC may have acquired in any manner whatsoever, and will such Bonds, upon such surrender and cancellation, shall be subject deemed to such income tax on the same amount be paid and retired as provided in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred;this Section. (c) no Event Upon such defeasance all rights of Default NVTC, including its right to provide for optional redemption of Bonds on dates other than planned pursuant to such defeasance, shall have occurred and be continuing cease unless specifically retained by filing a written notification thereof with the Trustee on or prior to the date of establishment of the Defeasance Pledge, Amount is deposited with the Trustee or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge;escrow agent. (d) neither When a Bond is deemed to be paid hereunder, as aforesaid, it shall no longer be secured by or entitled to the benefits of this Master Indenture, except for the purposes of any such payment (to the exclusion of all other Owners) from the Defeasance Pledge nor Amount and except for the Covenant Defeasance results in a breach or violation provisions of any material agreement or instrument binding upon this Section, Articles III and IV (and the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer corresponding sections of the GP that the Defeasance Pledge was not made by the Issuer with the intent Series Supplements) and Section 6.1 of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuerthis Master Indenture.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Security and Covenant Defeasance”);): (a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Bondholders cash or government obligations acceptable bonds accepted by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal (including if applicable premium payable upon exercise of a Call Option) and interest on the Outstanding Bonds to Final Maturity DateDate (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in during any hardening period applicable to the Defeasance Pledge (or the relevant period ending on for non-Norwegian companies) or any other date agreed between the 181st day after Parties; (c) if the date Bonds are secured, the Defeasance Pledge shall be considered as a replacement of establishment of the security established prior to the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the its Chief Financial Executive Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others;; and (fe) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge (Pledge, including any certificate from the Chief Financial Officer of the GP and a or legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that on (i) the compliance of the conditions of the Security and Covenant Defeasance, (ii) that the Defeasance Pledge constitutes a valid, perfected and enforceable security in favour of the Bond Trustee for the benefit of the Bondholders which will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of Issuer or any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer.,

Defeasance. 18.2.1 The Issuer mayAt the Issuers' option, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); either (a) the Issuer Issuers shall be deemed to have been Discharged (as defined below) from their respective obligations under the Securities on the 91st day after the applicable conditions set forth below have been satisfied or (b) the Issuers shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 3.9 through 3.18, 8.1 and 8.2 with respect to the Securities at any time after the applicable conditions set forth below have been satisfied: (1) the Issuers shall have deposited or caused to be deposited irrevocably with the Trustee as funds in trust, specifically pledged to the Bond Trustee for as security for, and dedicated solely to, the benefit of the Bondholders cash Holders of the Securities (i) funds in an amount sufficient to pay (A) the principal amount of the Securities in full on the date of maturity of the Securities or government obligations acceptable by a selected date of redemption of the Bond Securities as permitted under this Indenture (if such Securities are to be called for redemption and satisfactory arrangements have been made with the Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the giving of notice of redemption) and (B) the interest on such aggregate principal amount to the date of maturity of the Securities or such date of redemption, taking into account all intervening interest payment of principal and dates, for the period from the date through which interest on the Outstanding Bonds Securities has been paid to Maturity Date; the date of maturity of the Securities or such date of redemption and all other sums payable hereunder by the Issuers; provided that such funds, if invested, shall be invested only in U.S. Government obligations maturing prior to the date of maturity of the Securities or, to the extent applicable, such date of redemption and such intervening interest payment dates; and, provided further, however, that the Trustee shall have no obligation to invest such funds; or (bii) U.S. Government obligations in such aggregate principal amount and maturity on such dates as will, together with the income or increment to accrue thereon, but without consideration of any reinvestment of such income or increment, be sufficient to pay when due (including any intervening interest payment dates) the Issuer shallamounts set forth in the foregoing clauses (A) and (B); or (iii) a combination of (i) and (ii) sufficient (in the cases of deposits made pursuant to (ii) or (iii)), if required by in the Bond opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, provide a legal opinion reasonably acceptable to pay and discharge each installment of principal of, and interest on, the outstanding Securities on the dates such installments of principal or interest are due; (2) no Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Bond Securities shall have occurred and be continuing on the date of such deposit; (3) the Issuers shall have delivered to the Trustee (A) an Opinion of Counsel to the effect that the Bondholders deposit of such funds or investments or both to defease the Issuers' obligations in respect of the Securities is in accordance with the provisions of this Indenture and (B) either (i) an Opinion of Counsel to the effect that Holders of the Securities will not recognize income, gain or loss for United States federal income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, exercise of the option under this Section 9.5 and will be subject to such United States federal income tax on the same amount and in the same manner and at the same times time as would have been the case if the Defeasance Pledge such option had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledgebeen exercised, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) a private letter ruling to that effect directed to the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of Trustee received from the Bond Trustee for the benefit of the Bondholders, United States Internal Revenue Service; and (iii4) after the 181st day following the establishment deposit of the Defeasance Pledge, the such funds and assets so pledged will or investments shall not be subject to the effects of any contravene applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuerlaw.

Defeasance. 18.2.1 The Issuer mayExcept as provided below, the Company will be deemed to have paid and the Company and the Guarantor will be discharged from any and all obligations in respect of the Securities of any series and the Guarantee thereof, and the provisions of this Indenture will no longer be in effect with respect to the Securities of such series and the Guarantee thereof (and the Trustee, at its option the expense of the Company and at any timethe Guarantor, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with shall execute proper instruments acknowledging the same); provided that the following conditions (“Covenant Defeasance”);shall have been satisfied: (a) the Issuer shall have Company or the Guarantor has irrevocably pledged to deposited in trust with the Bond Trustee as trust funds solely for the benefit of the Bondholders cash or government obligations acceptable by Holders of the Bond Trustee (the “Defeasance Pledge”) in Securities of such amounts as will be sufficient series, for the payment of principal the Principal of and interest on the Outstanding Bonds Securities of such series, money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to Maturity Datethe Trustee) without consideration of any reinvestment and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay and discharge the Principal of and accrued interest on the outstanding Securities of such series to maturity or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer shallCompany or the Guarantor, if required as the case may be, is a party or by the Bond Trustee, provide a legal opinion reasonably acceptable which it is bound; (c) no Default with respect to the Bond Securities of such series shall have occurred and be continuing on the date of such deposit; (d) the Company shall have delivered to the Trustee either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Bondholders Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, such discharge under this Section 9.02 and will be subject to such federal income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge such deposit and defeasance had not occurred; occurred or (cy) no Event an Opinion of Default shall have occurred and be continuing on Counsel to the date of establishment of same effect as the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time ruling described in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; clause (dx) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer;above; and (e) the Issuer shall have Company has delivered to the Bond Trustee a certificate signed by the Chief Financial Officer an Officers’ Certificate and an Opinion of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeatingCounsel, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect in each case stating that all conditions precedent provided for Covenant Defeasance herein relating to the defeasance contemplated by this Section 9.02 of the Securities of such series have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors . The obligations of the IssuerCompany and the Guarantor in Sections 2.02 through 2.12, (ii) 4.02, 8.07, 8.08, 9.04 and 9.05, as applicable, with respect to the Defeasance Pledge will constitute a validSecurities of such series and the Guarantee thereof shall survive until such Securities are no longer outstanding. Thereafter, perfected and enforceable security interest in favour only the obligations of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established Company and the corporate domicile of the IssuerGuarantor in Sections 8.07 and 9.05, as applicable, shall survive.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) If, when the Issuer Bonds or any portion thereof secured hereby shall have irrevocably pledged become due and payable in accordance with their terms or shall have been duly called for redemption or irrevocable written instructions to call such Bonds for redemption shall have been given by the Authority to the Bond Trustee for Trustee, the benefit whole amount of the Bondholders principal and the interest and the premium, if any, so due and payable upon all of such Bonds then outstanding shall be paid or (1) cash or government obligations acceptable (2) Government Obligations which are noncallable by the Bond issuer thereof, the principal of and the interest on which when due, without reinvestment, will provide sufficient moneys, shall be held by the Trustee (or any Paying Agent) for such purpose under the “Defeasance Pledge”) in such amounts as will provisions of this Indenture, and provision shall also be sufficient made for the payment of principal paying all Trustee’s and interest on the Outstanding Bonds to Maturity Date; (b) the Issuer shall, if required Paying Agents’ fees and expenses and other sums payable hereunder by the Bond Trustee, provide a legal Authority and an opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have counsel delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect stating that all conditions for Covenant Defeasance precedent to the satisfaction and discharge of the Indenture have been complied with; , then and in that case such Bonds shall no longer be deemed to be outstanding under this Indenture, and in the event the foregoing shall apply to all Bonds secured hereby, the right, title and interest of the Trustee shall thereupon cease, determine and become void. Upon any such termination of the Trustee’s title, on written demand of the Authority, the Trustee shall release this Indenture and shall execute such documents to evidence such release as may be reasonably required by the Authority, and shall turn over to the Authority or to such officer, board or body as may then be entitled by law to receive the same any surplus in the Sinking Fund created by Section 3.02 hereof and in the Operation Fund created by Section 3.04 hereof and all balances remaining in any other fund or accounts other than moneys and obligations held for the redemption or payment of Bonds. In the event money and/or Government Obligations shall be deposited with and held by the Trustee (ior any Paying Agent) as hereinabove provided, in addition to the requirements set forth in Article IV of this Indenture, the Trustee shall, within thirty (30) days after such obligations have been deposited with it, cause a notice signed by the Trustee to be mailed to the owners of such Bonds setting forth (1) the Defeasance Pledge will not be subject to any rights date designated for the redemption of creditors such Bonds, (2) a description of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets obligations so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer.held by it,

Defeasance. 18.2.1 The Issuer may, at its option If and at when any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”);Outstanding Certificates shall be (a) By well and truly paying or causing to be paid the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Bondholders cash or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal and interest on and prepayment premiums (if any) evidenced by such Certificates Outstanding, as and when the Outstanding Bonds to Maturity Datesame become due and payable and all Additional Rent; (b) By making an irrevocable deposit with the Issuer shallTrustee, in trust, at or before a scheduled payment date, of money that, together with the amounts then on deposit in the Lease Payment Fund is fully sufficient to pay such Certificates Outstanding, including all principal and interest and premium, if required by the Bond Trusteeany, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge evidenced thereby and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurredall Additional Rent; (c) no Event By making an irrevocable deposit with the Trustee, in trust, of Default shall have occurred and be continuing on the date of establishment of the Defeasance PledgeObligations, or insofar together with money, if required, in such amount as Events of Default from bankruptcy or insolvency events are concernedwill, at any time in the period ending opinion of an independent certified public accountant acceptable to the Trustee, together with the interest to accrue thereon, but without reinvestment thereof, and amounts then on deposit in the 181st day after Lease Payment Fund together with the date of establishment of the Defeasance Pledge;interest to accrue thereon, be fully sufficient to pay and discharge such Certificates (including all principal and interest) at their respective specified principal payment dates and pay all unpaid Additional Rent; or (d) neither By making an irrevocable deposit with the Defeasance Pledge nor Trustee, pursuant to an escrow deposit and trust agreement, of security for the Covenant Defeasance results payment of Lease Payments and Additional Rent as more particularly described in a breach Section 10.1 of the Lease Agreement, said security to be held by the Trustee as agent for the Lessee to be applied by the Trustee to pay the Lease Payments and Additional Rent as the same become due and payable, pursuant to Section 10.1 of the Lease Agreement; notwithstanding that any Certificates shall not have been surrendered for payment, all obligations of the Lessor, the Trustee and the Lessee with respect to such Outstanding Certificates shall cease and terminate, except only the obligation of the Trustee to pay or violation cause to be paid, from Lease Payments paid by or on behalf of the Lessee from funds deposited pursuant to paragraphs (b) through (d) of this Section, to the Owners of the Certificates not so surrendered and paid all sums due with respect thereto, and in the event of deposits pursuant to paragraphs (b) through (d) of this Section, the Certificates shall continue to evidence direct and proportionate interests of the Owners thereof in Lease Payments pursuant to the Lease Agreement. Any funds held by the Trustee, at the time of one of the events described in paragraphs (a) through (d) of this Section, that are not required for the payment to be made to Owners, shall first be applied to the payment of Additional Rent and, thereafter, be paid over to the Lessee, subject to Section 9.8 hereof. Any Certificate or portion thereof in Authorized Denominations may be paid and discharged as provided in this Section; provided, however, that if any material agreement such Certificate or instrument binding upon portion thereof is to be prepaid, notice of such prepayment shall have been given in accordance with the Issuer, provisions hereof or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer Lessee shall have delivered submitted to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered instructions expressed to be irrevocable as to the Bond Trustee any certificate date upon which such Certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP portion thereof is to be prepaid and a legal opinion from its legal counsel as to the effect giving of notice of such prepayment; provided further, that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge if any such Certificate or portion thereof will not be subject paid or prepaid as to any rights of creditors principal within 60 days of the Issuerdeposit referred to in paragraphs (b) through (d) of this Section, (ii) the Defeasance Pledge will constitute a valid, perfected Trustee shall give notice of such deposit by first class mail to the Owners. If the Lessee prepays the Lease Payments and enforceable security interest Additional Rent in favour full pursuant to Article X of the Bond Trustee for Lease Agreement, makes the benefit advance deposit required by Section 10.1 of the Bondholders, Lease Agreement or pays all Lease Payments and (iii) after Additional Rent during the 181st day following the establishment term of the Defeasance PledgeLease Agreement as the same become due and payable, the funds all right, title and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws interest of the jurisdiction where the Defeasance Pledge was established Trustee and the corporate domicile Lessor in and to each element of the IssuerLeased Property shall be transferred to and vested in the Lessee. Title shall be vested in the Lessee hereunder without the necessity for any further instrument of transfer; but the Trustee and the Lessor agree to take any and all steps and execute and record any and all documents reasonably required by the Lessee to consummate such vesting of title.

Defeasance. 18.2.1 The Issuer mayExcept as provided below, the Company will be deemed to have paid and the Company and the Guarantor will be discharged from any and all obligations in respect of the Securities of any series and the Guarantee thereof, and the provisions of this Indenture will no longer be in effect with respect to the Securities of such series and the Guarantee thereof (and the Trustee, at its option the expense of the Company and at any timethe Guarantor, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with shall execute proper instruments acknowledging the same); PROVIDED that the following conditions (“Covenant Defeasance”);shall have been satisfied: (a) the Issuer shall have Company or the Guarantor has irrevocably pledged to deposited in trust with the Bond Trustee as trust funds solely for the benefit of the Bondholders cash or government obligations acceptable by Holders of the Bond Trustee (the “Defeasance Pledge”) in Securities of such amounts as will be sufficient series, for the payment of principal the Principal of and interest on the Outstanding Bonds Securities of such series, money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to Maturity Datethe Trustee) without consideration of any reinvestment and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay and discharge the Principal of and accrued interest on the outstanding Securities of such series to maturity or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer shallCompany or the Guarantor, if required as the case may be, is a party or by the Bond Trustee, provide a legal opinion reasonably acceptable which it is bound; (c) no Default with respect to the Bond Securities of such series shall have occurred and be continuing on the date of such deposit; (d) the Company shall have delivered to the Trustee either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Bondholders Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, such discharge under this Section 9.02 and will be subject to such federal income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge such deposit and defeasance had not occurred; occurred or (cy) no Event an Opinion of Default shall have occurred and be continuing on Counsel to the date of establishment of same effect as the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time ruling described in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; clause (dx) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer;above; and (e) the Issuer shall have Company has delivered to the Bond Trustee a certificate signed by the Chief Financial Officer an Officers' Certificate and an Opinion of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeatingCounsel, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect in each case stating that all conditions precedent provided for Covenant Defeasance herein relating to the defeasance contemplated by this Section 9.02 of the Securities of such series have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors . The obligations of the IssuerCompany and the Guarantor in Sections 2.02 through 2.12, (ii) 4.02, 8.07, 8.08, 9.04 and 9.05, as applicable, with respect to the Defeasance Pledge will constitute a validSecurities of such series and the Guarantee thereof shall survive until such Securities are no longer outstanding. Thereafter, perfected and enforceable security interest in favour only the obligations of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established Company and the corporate domicile of the IssuerGuarantor in Sections 8.07 and 9.05, as applicable, shall survive.

Defeasance. 18.2.1 The Issuer mayprincipal balance of this Note may not be prepaid in whole or in part (except with respect to the application of Involuntary Payments (as defined below)) prior to the Maturity Date; provided, at its however, Borrower shall have the right and option and at any time, elect to have certain obligations discharged release the “Trust Property” (see Clause 18.2.2as defined in the Deed of Trust) upon complying from the lien of the Deed of Trust in accordance with the following conditions terms and provisions set forth in the Deed of Trust (“Covenant Defeasance”); . Notwithstanding the foregoing sentence, Borrower shall have the privilege to prepay the entire amount of the outstanding Debt on the first (1st) day of any of the three (3) calendar months preceding the month in which the scheduled Maturity Date occurs without Defeasance or the payment of the Yield Maintenance Premium (as defined in the Deed of Trust) or any other premium or penalty. Notwithstanding the foregoing, if prior to the scheduled Maturity Date (excluding, however, during the three (3) months preceding the scheduled Maturity Date) and during the existence of any Event of Default, Borrower shall tender payment of an amount sufficient to satisfy the Debt at any time prior to a sale of the Trust Property either through foreclosure or the exercise of the other remedies available to Lender under the Deed of Trust, such tender by Borrower shall be deemed to be voluntary and Borrower shall pay, in addition to the Debt, the greater of (a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Bondholders cash Yield Maintenance Premium, if any, that would be payable in connection with a Defeasance, or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal and interest on the Outstanding Bonds to Maturity Date; (b) three percent (3%) of the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable unpaid principal balance of this Note. In addition to the Bond Trustee foregoing, Borrower shall not be required to pay any fee or consideration if, in accordance with the effect that terms and conditions of the Bondholders will not recognize incomeDeed of Trust, gain Lender receives (i) insurance proceeds or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) other payments as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledgefire or other casualties, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a validawards or other payments made in any condemnation or eminent domain proceedings (collectively, perfected “Involuntary Prepayments”), and enforceable security interest in favour such Involuntary Prepayments are applied by Lender toward reduction of the Bond Trustee for Debt; provided, however, if an Event of Default, or an event with notice and/or the benefit passage of time would constitute an Event of Default, exists, then the Borrower shall pay to the Lender an additional amount equal to the greater of (A) the Yield Maintenance Premium, if any, that would be required if such Involuntary Prepayment had been Defeased, or (B) three percent (3%) of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the IssuerInvoluntary Prepayment.

Defeasance. 18.2.1 The Issuer mayExcept as provided below, the Company will be deemed to have paid and will be discharged from any and all obligations in respect of the Securities of any series and the provisions of this Indenture will no longer be in effect with respect to the Securities of such series (and the Trustee, at its option and at any timethe expense of the Company, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with shall execute proper instruments acknowledging the same); provided that the following conditions (“Covenant Defeasance”);shall have been satisfied: (a) the Issuer shall have Company has irrevocably pledged to deposited in trust with the Bond Trustee as trust funds solely for the benefit of the Bondholders cash or government obligations acceptable by Holders of the Bond Trustee (the “Defeasance Pledge”) in Securities of such amounts as will be sufficient series, for the payment of principal the Principal of and interest on the Outstanding Bonds Securities of such series, money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to Maturity Datethe Trustee) without consideration of any reinvestment and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay and discharge the Principal of and accrued interest on the outstanding Securities of such series to maturity or earlier redemption, as the case may be; provided that any redemption before maturity shall be irrevocably provided for under arrangements satisfactory to the Trustee; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer shall, if required Company is a party or by the Bond Trustee, provide a legal opinion reasonably acceptable which it is bound; (c) no Default with respect to the Bond Securities of such series shall have occurred and be continuing on the date of such deposit; (d) the Company shall have delivered to the Trustee (1) either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Bondholders Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, Company's exercise of its option under this Section 8.02 and will be subject to such federal income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge such deposit and defeasance had not occurred; occurred or (cy) no Event an Opinion of Default shall have occurred Counsel to the same effect as the ruling described in clause (x) above and be continuing on (2) an Opinion of Counsel to the date of establishment effect that the Holders of the Defeasance Pledge, or insofar as Events Securities of Default from bankruptcy or insolvency events are concerned, at any time such series have a valid security interest in the period ending on trust funds subject to no prior liens under the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer;UCC; and (e) the Issuer shall have Company has delivered to the Bond Trustee a certificate signed by the Chief Financial Officer an Officers' Certificate and an Opinion of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeatingCounsel, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect in each case stating that all conditions precedent provided for Covenant Defeasance herein relating to the defeasance contemplated by this Section 8.02 of the Securities of such series have been complied with; . The Company's obligations in Sections 2.02 through 2.12, 4.02, 7.07, 7.08 and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject 8.05 with respect to the effects Securities of any applicable bankruptcysuch series shall survive until such Securities are no longer outstanding. Thereafter, insolvency, reorganization or similar laws affecting creditors rights generally under only the laws of the jurisdiction where the Defeasance Pledge was established Company's obligations in Sections 7.07 and the corporate domicile of the Issuer8.05 shall survive.

Defeasance. 18.2.1 The Issuer mayExcept as provided below, the Company will be deemed to have paid and will be discharged from any and all obligations in respect of the Securities of any series and the provisions of this Indenture will no longer be in effect with respect to the Securities of such series (and the Trustee, at its option and at any timethe expense of the Company, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with shall execute proper instruments acknowledging the same); provided that the following conditions (“Covenant Defeasance”);shall have been satisfied: (a) the Issuer shall have Company has irrevocably pledged to deposited in trust with the Bond Trustee as trust funds solely for the benefit of the Bondholders cash or government obligations acceptable by Holders of the Bond Trustee (the “Defeasance Pledge”) in Securities of such amounts as will be sufficient series, for the payment of principal the Principal of and interest on the Outstanding Bonds Securities of such series, money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to Maturity Datethe Trustee) without consideration of any reinvestment and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay and discharge the Principal of and accrued interest on the outstanding Securities of such series to maturity or earlier redemption (irrevocable provided for under arrangements satisfactory to the Trustee), as the case may be; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer shall, if required Company is a party or by the Bond Trustee, provide a legal opinion reasonably acceptable which it is bound; (c) no Default with respect to the Bond Securities of such series shall have occurred and be continuing on the date of such deposit; (d) the Company shall have delivered to the Trustee (1) either (x) a ruling directed to the Trustee received from the United States Internal Revenue Service to the effect that the Bondholders Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, Company's exercise of its option under this Section 8.2 and will be subject to such federal income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge such deposit and defeasance had not occurred; , (cy) no Event an Opinion of Default shall have occurred Counsel to the same effect as the ruling described in clause (x) above and be continuing on based upon a change in law, or (z) an instrument, in form reasonably satisfactory to the date Trustee, wherein the Company, notwithstanding the payment and discharge, pursuant to this Section 8.2, of establishment its indebtedness in respect of Securities of any series, or any portion of the Defeasance Pledgeprincipal amount thereof, shall assume the obligation (which shall be absolute and unconditional) to irrevocably deposit with the Trustee such additional sums of money, if any, or insofar as Events additional U.S. Government Obligations (meeting the requirements of Default from bankruptcy this Article 8), if any, or insolvency events are concernedany combination thereof, at any such time or times, as shall be necessary, together with the money and/or U.S. Government Obligations theretofore so deposited, to pay when due the Principal of and premium, if any, and interest due and to become due on such Securities or portions thereof; provided, however, that such instrument may state that the obligation of the Company to make additional deposits as aforesaid shall be subject to the delivery to the Company by the Trustee of a notice asserting the deficiency accompanied by an opinion of an independent public accountant of nationally recognized standing, selected by the Trustee, showing the calculation thereof, and (2) an Opinion of Counsel to the effect that the Holders of the Securities of such series have a valid security interest in the period ending on trust funds subject to no prior liens under the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer;UCC; and (e) the Issuer shall have Company has delivered to the Bond Trustee a certificate signed by the Chief Financial Officer an Officers' Certificate and an Opinion of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeatingCounsel, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect in each case stating that all conditions precedent provided for Covenant Defeasance herein relating to the defeasance contemplated by this Section 8.2 of the Securities of such series have been complied with; . The Company's obligations in Sections 2.2 through 2.12, 4.2, 7.7, 7.8 and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject 8.5 with respect to the effects Securities of any applicable bankruptcysuch series shall survive until such Securities are no longer outstanding. Thereafter, insolvency, reorganization or similar laws affecting creditors rights generally under only the laws of the jurisdiction where the Defeasance Pledge was established Company's obligations in Sections 7.7 and the corporate domicile of the Issuer8.5 shall survive.

Defeasance. 18.2.1 The Issuer may(A) If the Trust shall pay or cause to be paid, or there shall otherwise be paid, to the Registered Owners of any Series of Bonds then Outstanding, the principal amount and interest and Redemption Price, if any, to become due thereon, at its option the times and at in the manner stipulated therein and in this Trust Agreement, and if no Reimbursement Obligations or Qualified Hedge Payments then due and payable remain unpaid relating to such Series of Bonds or payment of such Reimbursement Obligations or Qualified Hedge Payments have been provided for, then the pledge of any timeRevenues or other moneys and securities pledged by this Trust Agreement and all other rights granted by this Trust Agreement securing such Series of Bonds shall be discharged and satisfied. In such event, elect to have certain obligations discharged (see Clause 18.2.2) the Master Trustee shall, upon complying with request of the following conditions (“Covenant Defeasance”); (a) the Issuer shall have irrevocably pledged Trust, execute and deliver to the Bond Trustee Trust all such instruments as may be desirable to evidence such release and discharge and shall pay over or deliver to the Trust all moneys or securities held by it pursuant to this Trust Agreement which are not required for the benefit payment or redemption of the Bondholders cash Bonds not theretofore surrendered for such payment or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient redemption or for the payment of Reimbursement Obligations or Qualified Hedge Payments. (B) Bonds or portion thereof or interest installments for the payment or redemption of which moneys shall be held by a Fiduciary (through deposit by the Trust of funds for such payment or redemption or otherwise), whether at or prior to the maturity or the redemption date of such Bonds, shall be deemed to have been paid within the meaning and with the effect expressed in paragraph (A) of this Section 11. 1. All Outstanding Bonds of any Series or any part of a Series shall prior to the maturity or redemption date thereof be deemed to have been paid within the meaning and with the effect expressed in paragraph (A) of this Section 11.1 if (i) in case any of said Bonds are to be redeemed on any date prior to their maturity, an Authorized Officer shall have given to the Master Trustee, in form satisfactory to it, irrevocable instructions to provide, as provided in Article IV, notice of redemption on said date of such Bonds, (ii) there shall have been deposited with a Fiduciary either (x) moneys in an amount which shall be sufficient or (y) Defeasance Obligations (a) not subject to redemption at the option of the issuer thereof prior to the due date thereof or (b) as to which an irrevocable notice of redemption of such securities on a specified redemption date has been given and such securities are not otherwise subject to redemption prior to such specified date other than at the option of the owner thereof or (C) upon compliance with the provisions of paragraph (E) of this Section 11.1 which are subject to redemption prior to maturity at the option of the issuer thereof on a specified date or dates, in each case the principal of and interest on which when due will provide moneys which, together with the moneys, if any, deposited with a Fiduciary at the time of deposit of such Defeasance Obligations, shall be sufficient (without reference to any forward purchase agreement as hereinafter provided), as certified by a firm of independent public accountants or a certified public accountant, to pay when due the principal amount or Redemption Price, if applicable, and interest due and to become due on said Bonds on and prior to the redemption date or maturity date thereof, as the case may be, and in the event said Bonds do not mature and are not by their terms subject to redemption within the next succeeding 60 days, an Authorized Officer shall have given the Master Trustee in form satisfactory to it irrevocable instructions to provide, as soon as practicable, written notice to the Registered Owners of such Bonds that the deposit required by clause (ii) above has been made with a Fiduciary and that said Bonds are deemed to have been paid in accordance with paragraph (A) of this Section 11.1 and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal amount or Redemption Price, if applicable, on said Bonds. Neither Defeasance Obligations nor moneys deposited with a Fiduciary pursuant to this Section nor principal or interest payments on any such Defeasance Obligations shall be withdrawn or used for any purpose other than, and all of the same shall be held in trust for, the payment of the principal amount or Redemption Price, if applicable, and interest on said Bonds, provided, however that any cash received from the principal or interest payments on such Defeasance Obligations deposited with a Fiduciary, if not then needed for such purpose, may, to the extent practicable be reinvested in Defeasance Obligations as directed by an Authorized Officer or, in lieu of such direction at the time of receipt, an Authorized Officer may authorize and direct such Fiduciary to enter into one or more forward purchase agreements providing for the purchase of Defeasance Obligations at future dates, provided, further, that if such amounts shall have been derived from the proceeds of any Tax Exempt Bonds or bonds not issued hereunder which shall have been issued on the basis that the interest thereon is not includable in the gross income of the Registered Owner thereof for federal income tax purposes, any such amounts may be reinvested, or any such forward purchase agreement may be executed only upon receipt by the Master Trustee of a Bond Counsel’s opinion that such reinvestment or forward purchase agreement shall not adversely affect the exclusion of the interest on such Tax Exempt Bonds or other bonds from gross income for federal income tax purposes. In the event of any conflict between the terms of such forward purchase agreement and this Trust Agreement, the provisions of this Trust Agreement shall apply. After the making of the payments for which such Defeasance Obligations or moneys were held, any surplus shall be promptly paid over to the Trust, as received by such Fiduciary, free and clear of any trust, lien or pledge or assignment securing the Bonds or otherwise existing under this Trust Agreement. (C) For purposes of determining whether Variable Rate Bonds shall be deemed to have been paid prior to the maturity or redemption date thereof, as the case may be, by the deposit of moneys, or Defeasance Obligations and moneys, if any, in accordance with paragraph (B)(ii) hereof, the interest to come due on such Variable Rate Bonds on or prior to the maturity date or redemption date thereof, as the case may be, shall be calculated at the maximum rate of interest applicable to such Bonds if in effect with respect to such Bonds, provided that if on any date, as a result of such Variable Rate Bonds having borne interest at less than such maximum rate of interest for any period, the total amount of moneys and Defeasance Obligations on deposit with the Fiduciary for the payment of interest on such Variable Rate Bonds is in excess of the total amount which would have been required to be deposited with the Fiduciary on such date in respect of such Variable Rate Bonds in order to satisfy the provisions of paragraph (B)(ii) above, the Fiduciary shall, if requested by the Trust, pay promptly the amount of such excess to the Trust free and clear of any trust, lien, pledge or alignment securing the Bonds or otherwise existing under this Trust Agreement. (D) Tender Bonds shall be deemed to have been paid in accordance with paragraph (B)(ii) hereof only if, in addition to satisfying the requirements thereof, there shall have been deposited with a Fiduciary moneys in an amount which shall be sufficient to pay when due the maximum amount of principal of and premium, if any, and interest on such Bonds which could become payable to the Registered Owners of such Bonds upon the exercise of any options provided to the Registered Owners of such Bonds, provided that if, at the time a deposit is made with a Fiduciary pursuant to the provisions of paragraph (B)(ii) above, the options originally exercisable by the Registered Owner of Tender Bonds are no longer exercisable, such Bonds shall not be considered Tender Bonds for purposes of this paragraph (D). If any portion of the moneys deposited with a Fiduciary for the payment of the principal amount of and premium, if any, and interest on Tender Bonds is not required for such purpose, the Fiduciary shall, if requested by the Trust, pay promptly the amount of such excess to the Trust free and clear of any trust, lien, pledge or assignment securing said Bonds or otherwise existing under this Trust Agreement. (E) Defeasance Obligations described in paragraph (B)(ii) above may be included in the Defeasance Obligations deposited with a Fiduciary in order to satisfy the requirements of paragraph (B)(ii) above only if the determination as to whether moneys and Defeasance Obligations to be deposited with a Fiduciary in order to satisfy the requirements of such paragraph (B)(ii) above would be sufficient to pay when due either on the maturity date thereof or, in the case of any Bonds to be redeemed prior to the maturity date thereof, on the redemption date or dates specified in any notice of redemption to be made by the Master Trustee or in the instructions to give a notice of redemption provided to the Master Trustee in accordance with paragraph (B)(ii) above, the principal of or Redemption Price, if applicable, and interest on the Outstanding Bonds which will be deemed to Maturity Date;have been paid as provided in paragraph (B)(ii) above is made both (i) on the assumption that the Defeasance Obligations described in paragraph (B)(ii) above were not redeemed at the option of the issuer prior to the maturity date thereof and (ii) on the assumption that such Defeasance Obligations would be redeemed by the issuer thereof at its option on each date on which such option could be exercised, that as of such date or dates interest ceased to accrue on such Defeasance Obligations and that the proceeds of such redemption would not be reinvested by the Fiduciary. (bF) Anything in this Trust Agreement to the Issuer contrary notwithstanding (but subject to applicable escheat law) any moneys held by a Fiduciary in trust for the payment and discharge of any Bonds which remain unclaimed for three years after the date when such Bonds have become due and payable, either at their stated maturity dates or by call for earlier redemption, if such moneys were held by the Fiduciary at such date, or for six months less than the applicable statutory escheat period (as determined by an Authorized Officer) if such moneys were deposited with the Fiduciary after the date when such Bonds become due and payable, shall, if required by upon written direction from the Bond TrusteeTrust, provide a legal opinion reasonably acceptable be paid to the Bond Trustee Trust as its absolute property and free from trust, and such Fiduciary shall thereupon be released and discharged with respect thereto and the Owners shall look only to the effect Trust for the payment of such Bonds, provided that before being required to make any such payment to the Bondholders will not recognize incomeTrust, gain or loss for income tax purposes (under US federal or Norwegian tax lawsuch Fiduciary shall, if applicable) as a result at the expense of the Defeasance Pledge and Covenant DefeasanceTrust, and will cause to be subject to such income tax on the same amount and in the same manner and published at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concernedleast twice, at any time an interval of not less than seven days between publications, in the period ending on the 181st day Authorized Newspapers, a notice that said moneys remain unclaimed it and that, after a date named in said notice, which date shall not be less than 30 days after the date of establishment the first publication of such notice, the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation balance of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered such moneys then unclaimed will be returned promptly to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the IssuerTrust.

Defeasance. 18.2.1 The Issuer mayExcept as provided below, the Company will be deemed to have paid and will be discharged from any and all obligations in respect of the Securities of any series and the provisions of this Indenture will no longer be in effect with respect to the Securities of such series (and the Trustee, at its option and at any timethe expense of the Company, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with shall execute proper instruments acknowledging the same); provided that the following conditions (“Covenant Defeasance”);shall have been satisfied: (aA) the Issuer shall have Company has irrevocably pledged to deposited in trust with the Bond Trustee as trust funds solely for the benefit of the Bondholders cash or government obligations acceptable by Holders of the Bond Trustee (the “Defeasance Pledge”) in Securities of such amounts as will be sufficient series, for the payment of principal the Principal of and interest on the Outstanding Bonds Securities of such series, money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to Maturity Datethe Trustee) without consideration of any reinvestment and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay and discharge the Principal of and accrued interest on the outstanding Securities of such series to maturity or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be; (bB) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound; (C) no Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit; (D) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable Company shall have delivered to the Bond Trustee (1) either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Bondholders Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, Company's exercise of its option under this Section 8.2 and will be subject to such federal income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge such deposit and defeasance had not occurred; occurred or (cy) no Event an Opinion of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered Counsel to the Bond Trustee a certificate signed by same effect as the Chief Financial Officer ruling described in clause (x) above and (2) an Opinion of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel Counsel to the effect that the Holders of the Securities of such series have a valid security interest in the trust funds subject to no prior liens under the UCC; and (E) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for Covenant Defeasance herein relating to the defeasance contemplated by this Section 8.2 of the Securities of such series have been complied with; . The Company's obligations in Sections 2.2 through 2.12, 4.1, 4.2, 7.7, 7.8 and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject 8.5 with respect to the effects Securities of any applicable bankruptcysuch series shall survive until such Securities are no longer outstanding. Thereafter, insolvency, reorganization or similar laws affecting creditors rights generally under only the laws of the jurisdiction where the Defeasance Pledge was established Company's obligations in Sections 7.7 and the corporate domicile of the Issuer8.5 shall survive.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Security and Covenant Defeasance”);): (a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Bondholders cash or government obligations acceptable bonds accepted by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal (including if applicable premium payable upon exercise of a Call Option) and interest on the Outstanding Bonds to Maturity DateDate (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in during any hardening period applicable to the Defeasance Pledge (or the relevant period ending on for non-Norwegian companies) or any other date agreed between the 181st day after Parties; (c) if the date Bonds are secured, the Defeasance Pledge shall be considered as a replacement of establishment of the security established prior to the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the its Chief Financial Executive Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others;; and (fe) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge (Pledge, including any certificate from the Chief Financial Officer of the GP and a or legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that on (i) the compliance of the conditions of the Security and Covenant Defeasance, (ii) that the Defeasance Pledge constitutes a valid, perfected and enforceable security in favour of the Bond Trustee for the benefit of the Bondholders which will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of Issuer or any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer, (iii) any relevant tax issues concerning the Bondholders, (iv) any valuation of any assets or (vii) any other certificate or opinion regarding the Security and Covenant Defeasance or the Defeasance Pledge. 18.2.2 Upon the exercise by the Issuer of its option under Clause 18.2.1: (a) the Issuer shall be released from their obligations under all provisions in Clause 13, except Clauses 13.2.1(a), (e), (h), (i) and (j), or as otherwise agreed; (b) the Issuer shall not (and shall ensure that all Group Companies shall not) take any actions that may cause the value of the security created by this Security and Covenant Defeasance to be reduced, and shall at the request of the Bond Trustee execute, or cause to be executed, such further documentation and perform such other acts as the Bond Trustee may reasonably require in order for the security to remain valid, enforceable and perfected by the Bond Trustee for the account of the Bondholders; (c) any amount standing to the credit of the Escrow Account shall be released; and (d) all other provisions of this Bond Agreement (except (a) – (c) above) shall remain fully in force without any modifications, or as otherwise agreed. 18.2.3 All amounts owed by the Issuer hereunder covered by the Defeasance Pledge shall be applied by the Bond Trustee, in accordance with the provisions of this Bond Agreement, against payment to the Bondholders of all sums due to them under this Bond Agreement on the due date thereof. Any excess funds not required for the payment of principal, premium and interest to the Bondholders (including any expenses, fees etc. due to the Bond Trustee hereunder) shall be returned to the Issuer.

Defeasance. 18.2.1 The Issuer mayIf the District shall pay or cause to be paid, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”);or there shall (a) by paying or causing to be paid the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Bondholders cash or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal of, premium, if any, and interest on such Loan or Parity Loan, as and when the Outstanding Bonds to Maturity Datesame become due and payable; (b) by depositing with the Issuer shall, if required by the Bond Authority Trustee, provide a legal opinion reasonably acceptable in trust, at or before maturity, money which, together with the amounts then on deposit in the Repayment Fund and available for such purpose, is fully sufficient to pay the Bond Trustee to the effect that the Bondholders will not recognize incomeprincipal of and interest on such Loan or Parity Loan, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on when the same amount shall become due and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred;payable; or (c) no Event by depositing with the Authority Trustee or another escrow bank appointed by the District, in trust, Federal Securities, in which the District may lawfully invest its money, in such amount as will be sufficient, together with the interest to accrue thereon and moneys then on deposit in the Repayment Fund and available for such purpose, together with the interest to accrue thereon, to pay and discharge the principal of Default and interest on such Loan or Parity Loan, as and when the same shall become due and payable; then, at the election of the District, and notwithstanding that the Loan and any Parity Loan shall not have occurred been surrendered for payment, all obligations of the District under this Agreement and any Supplemental Agreement with respect to such Loan or Parity Loan shall cease and terminate, except for the obligation of the Authority Trustee to pay or cause to be continuing paid the Loan and any Parity Loan not so surrendered and paid, all sums due thereon from the amounts described above and except for the covenants of the District contained in Section 5.2(f) or any covenants in a Supplemental Agreement relating to compliance with the Code. Notice of such election shall be filed with the Authority Trustee not less than ten days prior to the proposed defeasance date, or such shorter period of time as may be acceptable to the Authority Trustee. In connection with a defeasance under (c) above, there shall be provided to the District and the Authority Trustee, a verification report from an Independent Accountant, stating its opinion as to the sufficiency of the moneys or securities deposited with the Authority Trustee or the escrow bank to pay and discharge the principal of and interest on the date of establishment Loan and any Parity Loans to be defeased in accordance with this Section, as and when the same shall become due and payable. The Loan and any Parity Loans shall be deemed unpaid under this Agreement unless and until they are in fact paid and retired or the above criteria are met. Upon a defeasance, the Authority Trustee, upon request of the Defeasance PledgeDistrict, shall release its rights and the rights of the Owners hereunder with respect to the Loan and Parity Loans which have been defeased under this Agreement and any Supplemental Agreement and execute and deliver to the District all such instruments as may be desirable to evidence such release, discharge and satisfaction. In the case of a defeasance hereunder of all Loan and Parity Loans, the Authority Trustee shall pay over or insofar as Events deliver to the District any funds held by the Authority Trustee hereunder at the time of Default from bankruptcy a defeasance, which are not required for the purpose of paying and discharging the principal of or insolvency events are concernedinterest on the Loan and Parity Loans when due. The Authority Trustee shall, at any time the written direction of the District, send a notice to the Bondowners, in the period ending on manner set forth in the 181st day after Authority Indenture and in the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed form directed by the Chief Financial Officer of the GP District, stating that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuerdefeasance has occurred.

Defeasance. 18.2.1 The Issuer mayIf the Authority shall pay or cause to be paid to the Owner of any Bond secured hereby the principal of and premium, at its option if any, and at interest due and payable, and thereafter to become due and payable, upon such Bond or any timeportion of such Bond in the principal amount of $5,000 or any integral multiple thereof, elect such Bond or portion thereof shall cease to be entitled to any lien, benefit or security under this Indenture. If the Authority shall pay or cause to be paid to the Owners of all the Bonds secured hereby the principal of and premium, if any, and interest due and payable, and thereafter to become due and payable, thereon, and shall pay or cause to be paid all other sums payable hereunder including, without limitation, amounts payable pursuant to Section 10.04 hereof, then, and in that case, the right, title and interest of the Trustee in and to the Trust Estate shall thereupon cease, terminate and become void. In such event, the Trustee shall assign, transfer and turn over to the Company the Trust Estate, including, without limitation, any surplus in the Bond Fund and any balance remaining in any other fund created under this Indenture. All or any portion of Outstanding Bonds or portions of Bonds in principal amounts of $5,000 or any integral multiple thereof, shall prior to the maturity or redemption date thereof be deemed to have certain obligations discharged (see Clause 18.2.2) upon complying been paid within the meaning and with the following conditions (“Covenant Defeasance”);effect expressed in this Article VIII, and the entire indebtedness of the Authority with respect thereof shall be satisfied and discharged, when (a) in the Issuer event said Bonds or portions thereof have been selected for redemption in accordance with Section 3.02 hereof, the Trustee shall have irrevocably pledged given, or the Company shall have given to the Bond Trustee for in form satisfactory to it irrevocable instructions to give, on a date in accordance with the benefit provisions of Section 3.03 hereof, notice of redemption of such Bonds or portions thereof, (b) there shall have been deposited with the Trustee either moneys in an amount which shall be sufficient, or Government Obligations which shall not contain provisions permitting the redemption thereof at the option of the Bondholders cash issuer, the principal of and the interest on which, when due, and without regard to any reinvestment thereof, will provide moneys which, together with the moneys, if any, deposited with or government obligations acceptable held by the Bond Trustee Trustee, shall be sufficient, to pay when due the principal of and premium, if any, and interest due and to become due on said Bonds or portions thereof on and prior to the redemption date or maturity date thereof, as the case may be, and (the “Defeasance Pledge”c) in such amounts the event said Bonds or portions thereof do not mature and are not to be redeemed within the next succeeding sixty (60) days, the Company shall have given the Trustee in form satisfactory to it irrevocable instructions to give, as will soon as practicable in the same manner as a notice of redemption is given pursuant to Section 3.03 hereof, a notice to the Owners of said Bonds or portions thereof that the deposit required by clause (b) above has been made with the Trustee and that said Bonds or portions thereof are deemed to have been paid in accordance with this Article VIII and stating the maturity or redemption date upon which moneys are to be sufficient available for the payment of the principal of and premium, if any, and interest on said Bonds or portions thereof. Neither the Outstanding Government Obligations nor moneys deposited with the Trustee pursuant to this Article VIII nor principal or interest payments on any such Government Obligations shall be withdrawn or used for any purpose other than, and such Government Obligations, moneys and principal or interest payments shall be held in trust for, the payment of the principal of and premium, if any, and interest on said Bonds or portions thereof; provided, that any cash received from such principal or interest payments on such Government Obligations deposited with the Trustee, if not then needed for such purposes, shall, to Maturity Date; the extent practicable, be invested in Government Obligations of the type described in clause (b) of the Issuer shallpreceding paragraph maturing at times and in amounts sufficient to pay when due the principal of and premium, if required any, and interest to become due on said Bonds or portions thereof on and prior to such redemption date or maturity date thereof, as the case may be, and interest earned from such reinvestments shall be paid over to the Company, as received by the Bond Trustee, provide a legal opinion reasonably acceptable free and clear of any trust, lien or pledge hereunder. If payment of less than all the Bonds is to be provided for in the manner and with the effect provided in this Article VIII, the Trustee shall select such Bonds or portions of Bonds in the manner specified by Section 3.02 hereof for selection for redemption of less than all Bonds in the principal amount designated to the Bond Trustee by the Company. At or prior to the effect that time of the Bondholders will not recognize incomedeposit of any Government Obligations with the Trustee pursuant to this Section 8.01, gain the Company shall provide the Trustee with a certificate of an accountant or loss for income tax purposes (under US federal or Norwegian tax lawan accounting firm as to the sufficiency of such Government Obligations to pay when due the principal of and premium, if applicableany, and interest due and to become due as set forth in clause (b) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuerpreceding paragraph.

Defeasance. 18.2.1 The Issuer may(i) Notwithstanding any provisions of this Section 2.4 to the contrary, including, without limitation, subsection (a) of this Section 2.4, at its option and at any time, elect time following the earlier to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); occur of (a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit expiration of the Bondholders cash REMIC Prohibition Period or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal and interest on the Outstanding Bonds to Maturity Date; (b) May 1, 2010, Borrower may cause the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result release of the Defeasance Pledge Property from the lien of the Mortgage and Covenant Defeasance, and will be subject to such income tax on the same amount and in other Loan Documents upon the same manner and at satisfaction of the same times as would have been the case if the Defeasance Pledge had not occurred;following conditions: (cA) no Event of Default shall exist under any of the Loan Documents; (B) not less than forty-five (45) (but not more than ninety (90)) days prior written notice shall be given to Lender specifying a date on which the Defeasance Collateral (as hereinafter defined) is to be delivered (the “Release Date”), such date being on a Scheduled Payment Date; provided, however, that Borrower shall have occurred the right (i) to cancel such notice by providing Lender with notice of cancellation ten (10) days prior to the scheduled Release Date, or (ii) to extend the scheduled Release Date until the next Scheduled Payment Date; provided that in each case, Borrower shall pay all of Lender’s costs and be continuing on expenses incurred as a result of such cancellation or extension; (C) all accrued and unpaid interest and all other sums due under the date of establishment Note, this Agreement and under the other Loan Documents up to the Release Date, including, without limitation, all fees, costs and expenses incurred by Lender and its agents in connection with such release (including, without limitation, reasonable legal fees and expenses for the review and preparation of the Defeasance PledgeSecurity Agreement (as hereinafter defined) and of the other materials described in Section 2.4(b)(i)(D) below and any related documentation, and any servicing fees, Rating Agency fees or other costs related to such release), shall be paid in full on or prior to the Release Date; (D) Borrower shall deliver to Lender on or prior to the Release Date: (1) a pledge and security agreement, in form and substance satisfactory to a prudent institutional lender, creating a first priority security interest in favor of Lender in the Defeasance Collateral, as defined herein (the “Defeasance Security Agreement”), which shall provide, among other things, that any excess amounts received by Lender from the Defeasance Collateral over the amounts payable by Borrower on a given Scheduled Payment Date, which excess amounts are not required to cover all or any portion of amounts payable on a future Scheduled Payment Date, shall be refunded to Borrower promptly after each such Scheduled Payment Date; (2) (i) direct non-callable obligations of, or insofar guaranteed as Events to timely payment by, the United States of Default from bankruptcy America or insolvency events other obligations which are concerned“government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, at any time or (ii) to the extent acceptable by the applicable Rating Agencies rating the Securities, other non-callable government securities satisfying applicable REMIC provisions (e.g., §§ 860A-860G of Subchapter M of the Code), that provide for payments prior and as close as possible to (but in the period ending on the 181st day no event later than) all successive Scheduled Payment Dates occurring after the date Release Date during the Lockout Period, with each such payment being equal to or greater than the amount of establishment the corresponding Monthly Payment Amount required to be paid under this Agreement and the Note (including all amounts due to fully prepay the outstanding principal balance of the Loan at the expiration of the Lockout Period) for the balance of the Lockout Period (the “Defeasance Collateral”), each of which shall be duly endorsed by the holder thereof as directed by Lender or accompanied by a written instrument of transfer in form and substance satisfactory to a prudent institutional lender (including, without limitation, such certificates, documents and instruments as may be required by the depository institution holding such securities or the issuer thereof, as the case may be, to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to perfect upon the delivery of the Defeasance PledgeSecurity Agreement the first priority security interest therein in favor of Lender in conformity with all applicable state and federal laws governing granting of such security interests; (d3) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing Borrower certifying that all of the Issuerrequirements set forth in this Section 2.4(b)(i) have been satisfied; (e4) the Issuer shall have delivered one or more opinions of counsel for Borrower that are customary in commercial lending transactions and subject only to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any customary qualifications, assumptions and exceptions opining, among other creditors of the Issuer or with the intent of defeatingthings, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) Lender has a perfected security interest in the Defeasance Pledge will not be subject to any rights of creditors of Collateral and that the IssuerDefeasance Security Agreement is enforceable against Borrower in accordance with its terms, (ii) in the event of a bankruptcy proceeding or similar occurrence with respect to Borrower, none of the Defeasance Pledge Collateral nor any proceeds thereof will constitute a valid, perfected be property of Borrower’s estate under Section 541 of the U.S. Bankruptcy Code or any similar statute and enforceable the grant of security interest in favour therein to Lender shall not constitute an avoidable preference under Section 547 of the Bond Trustee for U.S. Bankruptcy Code or applicable state law, (iii) the benefit release of the Bondholderslien of the Mortgage and the pledge of Defeasance Collateral will not directly or indirectly result in or cause any REMIC Trust that then holds the Note to fail to maintain its status as a REMIC Trust and (iv) the defeasance will not cause any REMIC Trust to be an “investment company” under the Investment Company Act of 1940; (5) a certificate in form and scope acceptable to a prudent institutional lender from an Acceptable Accountant certifying that the Defeasance Collateral will generate amounts sufficient to make all payments of principal and interest as and when due under the Note (including the prepayment of the principal balance of the Loan outstanding on the expiration of the Lockout Period); and (6) such other certificates, documents and instruments as a prudent institutional lender may reasonably require; and (E) in the event the Loan is held by a REMIC Trust, Lender has received written confirmation from any Rating Agency rating any Securities that substitution of the Defeasance Collateral will not result in a downgrade, withdrawal, or qualification of the ratings then assigned to any of the Securities. (ii) Upon compliance with the requirements of Section 2.4(b)(i), the Property shall be released from the lien of the Mortgage and the other Loan Documents, and the Defeasance Collateral shall constitute sole collateral which shall secure the Note and all other obligations under the Loan Documents. Lender will, at Borrower’s expense, execute and deliver any agreements reasonably requested by Borrower to release the lien of the Mortgage and the other Loan Documents from the Property. (iii) Upon the release of the Property in accordance with this Section 2.4(b), Borrower shall assign all its obligations and rights under the Note, together with the pledged Defeasance Collateral, to a successor entity designated and approved by Lender in its sole and absolute discretion (“Successor Borrower”). Successor Borrower shall execute an assignment and assumption agreement in form and substance satisfactory to a prudent institutional lender pursuant to which it shall assume Borrower’s obligations under the Note and the Defeasance Security Agreement. As conditions to such assignment and assumption, Borrower shall (A) deliver to Lender one or more opinions of counsel that are customary in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that such assignment and assumption agreement is enforceable against Borrower and the Successor Borrower in accordance with its terms and that the Note and the Defeasance Security Agreement, as so assigned and assumed, are enforceable against the Successor Borrower in accordance with their respective terms, and opining to such other matters relating to Successor Borrower and its organizational structure as Lender may reasonably require, and (iiiB) after pay all fees, costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including, without limitation, reasonable legal fees and expenses and for the 181st day following the establishment review of the proposed transferee and the preparation of the assignment and assumption agreement and related certificates, documents and instruments and any fees payable to any Rating Agencies and their counsel in connection with the issuance of the confirmation referred to in subsection (b)(i)(E) above). Upon such assignment and assumption, Borrower shall be relieved of its obligations hereunder, under the Note, under the other Loan Documents and under the Defeasance PledgeSecurity Agreement, except as expressly set forth in the funds assignment and assets so pledged will not be subject assumption agreement. (iv) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the effects Loan, except that Lender shall notify Borrower if any REMIC Prohibition Period is in effect with respect to the Loan after receiving any notice described in Section 2.4(b)(i)(B); provided, however, that the failure of Lender to so notify Borrower shall not impose any applicable bankruptcy, insolvency, reorganization liability on Lender or similar laws affecting creditors rights generally under grant Borrower any right to defease the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the IssuerLoan during any such REMIC Prohibition Period.

Defeasance. 18.2.1 The Issuer mayExcept as provided below, the Company will be deemed to have paid and will be discharged from any and all obligations in respect of the Securities of any series and the provisions of this Indenture will no longer be in effect with respect to the Securities of such series (and the Trustee, at its option and at any timethe expense of the Company, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with shall execute proper instruments acknowledging the same); provided that the following conditions (“Covenant Defeasance”);shall have been satisfied: (aA) the Issuer shall have Company has irrevocably pledged to deposited in trust with the Bond Trustee as trust funds solely for the benefit of the Bondholders cash or government obligations acceptable by Holders of the Bond Trustee (the “Defeasance Pledge”) in Securities of such amounts as will be sufficient series, for the payment of principal the Principal of and interest on the Outstanding Bonds Securities of such series, money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to Maturity Datethe Trustee) without consideration of any reinvestment and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay and discharge the Principal of and accrued interest on the outstanding Securities of such series to maturity or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be; (bB) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound; (C) no Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit; (D) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable Company shall have delivered to the Bond Trustee (1) either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Bondholders Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, Company's exercise of its option under this Section 8.02 and will be subject to such federal income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge such deposit and defeasance had not occurred; occurred or (cy) no Event an Opinion of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered Counsel to the Bond Trustee a certificate signed by same effect as the Chief Financial Officer ruling described in clause (x) above and (2) an Opinion of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel Counsel to the effect that the Holders of the Securities of such series have a valid security interest in the trust funds subject to no prior liens under the UCC; and (E) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for Covenant Defeasance herein relating to the defeasance contemplated by this Section 8.02 of the Securities of such series have been complied with; . The Company's obligations in Sections 2.02 through 2.12 , 4.02, 7.07, 7.08 and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject 8.05 with respect to the effects Securities of any applicable bankruptcysuch series shall survive until such Securities are no longer outstanding. Thereafter, insolvency, reorganization or similar laws affecting creditors rights generally under only the laws of the jurisdiction where the Defeasance Pledge was established Company's obligations in Sections 7.07 and the corporate domicile of the Issuer8.05 shall survive.

Defeasance. 18.2.1 The Issuer mayExcept as provided below, the Company will be deemed to have paid and will be discharged from any and all obligations in respect of the Securities of any series and the provisions of this Indenture will no longer be in effect with respect to the Securities of such series (and the Trustee, at its option and at any timethe expense of the Company, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with shall execute proper instruments acknowledging the same); PROVIDED that the following conditions (“Covenant Defeasance”);shall have been satisfied: (a) the Issuer shall have Company has irrevocably pledged to deposited in trust with the Bond Trustee as trust funds solely for the benefit of the Bondholders cash or government obligations acceptable by Holders of the Bond Trustee (the “Defeasance Pledge”) in Securities of such amounts as will be sufficient series, for the payment of principal the Principal of and interest on the Outstanding Bonds Securities of such series, money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to Maturity Datethe Trustee) without consideration of any reinvestment and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay and discharge the Principal of and accrued interest on the outstanding Securities of such series to maturity or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer shall, if required Company is a party or by the Bond Trustee, provide a legal opinion reasonably acceptable which it is bound; (c) no Default with respect to the Bond Securities of such series shall have occurred and be continuing on the date of such deposit; (d) the Company shall have delivered to the Trustee either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Bondholders Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, such discharge under this Section 8.02 and will be subject to such federal income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge such deposit and defeasance had not occurred; occurred or (cy) no Event an Opinion of Default shall have occurred and be continuing on Counsel to the date of establishment of same effect as the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time ruling described in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; clause (dx) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer;above; and (e) the Issuer shall have Company has delivered to the Bond Trustee a certificate signed by the Chief Financial Officer an Officers' Certificate and an Opinion of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeatingCounsel, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect in each case stating that all conditions precedent provided for Covenant Defeasance herein relating to the defeasance contemplated by this Section 8.02 of the Securities of such series have been complied with; . The Company's obligations in Sections 2.02 through 2.12, 4.02, 7.07, 7.08, 8.04 and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject 8.05 with respect to the effects Securities of any applicable bankruptcysuch series shall survive until such Securities are no longer outstanding. Thereafter, insolvency, reorganization or similar laws affecting creditors rights generally under only the laws of the jurisdiction where the Defeasance Pledge was established Company's obligations in Sections 7.07 and the corporate domicile of the Issuer8.05 shall survive.

Defeasance. 18.2.1 The Except as provided below, the Issuer maywill be deemed to have paid and will be discharged from any and all obligations in respect of the Securities of any series and the provisions of this Indenture and the Cable Guarantees will no longer be in effect with respect to the Securities of such series (and the Trustee, at its option the expense of the Issuer, shall execute instruments in form and at any time, elect substance satisfactory to have certain obligations discharged (see Clause 18.2.2) upon complying with the Issuer and the Trustee acknowledging the same); provided that the following conditions shall have been satisfied: (“Covenant Defeasance”i) the Issuer has irrevocably deposited in trust with the Trustee as trust funds specifically pledged as security for, and dedicated solely to, Holders of the Securities of such series, for payment of the Principal of and interest on the Securities of such series, money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) without consideration of any reinvestment and after payment of all Federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay and discharge the Principal of and accrued interest on the outstanding Securities of such series to maturity or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be; (aii) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture, the Cable Guarantees or any other material agreement or instrument to which the Issuer is a party or by which it is bound; (iii) no default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit; (iv) the Issuer shall have irrevocably pledged delivered to the Bond Trustee for the benefit of the Bondholders cash or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”1) in such amounts as will be sufficient for the payment of principal and interest on the Outstanding Bonds to Maturity Date; either (bx) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable ruling directed to the Bond Trustee received from the Internal Revenue Service to the effect that the Bondholders Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, Issuer’s exercise of its option under this Section 9.02 and will be subject to such federal income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge such deposit and defeasance had not occurred; occurred or (cy) no Event an Opinion of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered Counsel to the Bond Trustee same effect as the ruling described in clause (x) above and based upon a certificate signed by the Chief Financial Officer change in law and (2) an Opinion of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel Counsel to the effect that the Holders of the Securities of such series have a valid security interest in the trust funds subject to no prior liens under the UCC; and (v) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for Covenant Defeasance herein relating to the defeasance contemplated by this Section 9.02 of the Securities of such series have been complied with; . The Issuer’s obligations in Sections 2.03 through 2.11, 3.02, 5.06, 5.09 and that (i) 9.05 with respect to the Defeasance Pledge will not be subject to any rights Securities of creditors of such series shall survive until such Securities are no longer outstanding. Thereafter, only the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected ’s obligations in Sections 5.06 and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer9.05 shall survive.

Defeasance. 18.2.1 The Issuer mayIf the Pollution Control Corporation shall pay or cause to be paid to the Owner of any Bond secured hereby the principal of and premium, at its option if any, and at interest due and payable, and thereafter to become due and payable, upon such Bond or any timeportion of such Bond in the principal amount of $5,000 or any integral multiple thereof, elect such Bond or portion thereof shall cease to be entitled to any lien, benefit or security under this Indenture. If the Pollution Control Corporation shall pay or cause to be paid to the Owners of all the Bonds secured hereby the principal of and premium, if any, and interest due and payable, and thereafter to become due and payable, thereon, and shall pay or cause to be paid all other sums payable hereunder including, without limitation, amounts payable pursuant to Section 10.04 hereof, then, and in that case, the right, title and interest of the Trustee in and to the Trust Estate shall thereupon cease, terminate and become void. In such event, the Trustee shall assign, transfer and turn over to the Company the Trust Estate, including, without limitation, any surplus in the Bond Fund and any balance remaining in any other fund created under this Indenture. All or any portion of Outstanding Bonds or portions of Bonds in principal amounts of $5,000 or any integral multiple thereof, shall prior to the maturity or redemption date thereof be deemed to have certain obligations discharged (see Clause 18.2.2) upon complying been paid within the meaning and with the following conditions (“Covenant Defeasance”);effect expressed in this Article VIII, and the entire indebtedness of the Pollution Control Corporation with respect thereof shall be satisfied and discharged, when (a) in the Issuer event said Bonds or portions thereof have been selected for redemption in accordance with Section 3.02 hereof, the Trustee shall have irrevocably pledged given, or the Company shall have given to the Bond Trustee for in form satisfactory to it irrevocable instructions to give, on a date in accordance with the benefit provisions of Section 3.03 hereof, notice of redemption of such Bonds or portions thereof, (b) there shall have been deposited with the Trustee either moneys in an amount which shall be sufficient, or Government Obligations which shall not contain provisions permitting the redemption thereof at the option of the Bondholders cash issuer, the principal of and the interest on which, when due, and without regard to any reinvestment thereof, will provide moneys which, together with the moneys, if any, deposited with or government obligations acceptable held by the Bond Trustee Trustee, shall be sufficient, to pay when due the principal of and premium, if any, and interest due and to become due on said Bonds or portions thereof on and prior to the redemption date or maturity date thereof, as the case may be, and (the “Defeasance Pledge”c) in such amounts the event said Bonds or portions thereof do not mature and are not to be redeemed within the next succeeding sixty (60) days, the Company shall have given the Trustee in form satisfactory to it irrevocable instructions to give, as will soon as practicable in the same manner as a notice of redemption is given pursuant to Section 3.03 hereof, a notice to the Owners of said Bonds or portions thereof that the deposit required by clause (b) above has been made with the Trustee and that said Bonds or portions thereof are deemed to have been paid in accordance with this Article VIII and stating the maturity or redemption date upon which moneys are to be sufficient available for the payment of the principal of and premium, if any, and interest on said Bonds or portions thereof. Neither the Outstanding Government Obligations nor moneys deposited with the Trustee pursuant to this Article VIII nor principal or interest payments on any such Government Obligations shall be withdrawn or used for any purpose other than, and such Government Obligations, moneys and principal or interest payments shall be held in trust for, the payment of the principal of and premium, if any, and interest on said Bonds or portions thereof; provided, that any cash received from such principal or interest payments on such Government Obligations deposited with the Trustee, if not then needed for such purposes, shall, to Maturity Date; the extent practicable, be invested in Government Obligations of the type described in clause (b) of the Issuer shallpreceding paragraph maturing at times and in amounts sufficient to pay when due the principal of and premium, if required any, and interest to become due on said Bonds or portions thereof on and prior to such redemption date or maturity date thereof, as the case may be, and interest earned from such reinvestments shall be paid over to the Company, as received by the Bond Trustee, provide a legal opinion reasonably acceptable free and clear of any trust, lien or pledge hereunder. If payment of less than all the Bonds is to be provided for in the manner and with the effect provided in this Article VIII, the Trustee shall select such Bonds or portions of Bonds in the manner specified by Section 3.02 hereof for selection for redemption of less than all Bonds in the principal amount designated to the Bond Trustee by the Company. At or prior to the effect that time of the Bondholders will not recognize incomedeposit of any Government Obligations with the Trustee pursuant to this Section 8.01, gain the Company shall provide the Trustee with a certificate of an accountant or loss for income tax purposes (under US federal or Norwegian tax lawan accounting firm as to the sufficiency of such Government Obligations to pay when due the principal of and premium, if applicableany, and interest due and to become due as set forth in clause (b) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuerpreceding paragraph.

Defeasance. 18.2.1 The Issuer mayExcept as provided below, or as otherwise specified in an indenture supplemental hereto with regard to any series of Convertible Securities, the Company will be deemed to have paid and the Company and the Guarantor will be discharged from any and all obligations in respect of the Convertible Securities of any series and the Guarantee thereof, and the provisions of this Indenture will no longer be in effect with respect to the Convertible Securities of such series and the Guarantee thereof (and the Trustee, at its option the expense of the Company and at any timethe Guarantor, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with shall execute proper instruments acknowledging the same); provided that the following conditions (“Covenant Defeasance”);shall have been satisfied: (a) the Issuer shall have Company or the Guarantor has irrevocably pledged to deposited in trust with the Bond Trustee as trust funds solely for the benefit of the Bondholders cash Holders of the Convertible Securities of such series, for payment of the Principal of and interest on the Convertible Securities of such series, money sufficient or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for U.S. Government Obligations, which through the payment of principal and interest thereon will be sufficient, or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) without consideration of any reinvestment to pay and discharge the Principal of and accrued interest on the Outstanding Bonds outstanding Convertible Securities of such series to Maturity Datematurity or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer shallCompany or the Guarantor, if required as the case may be, is a party or by the Bond Trustee, provide a legal opinion reasonably acceptable which it is bound or be in contravention of Articles 11 and 12 hereof or any indenture supplemental hereto contemplated by such Articles or any term or provision of any agreement creating or evidencing indebtedness ranking senior to the Bond indebtedness evidenced hereby; (c) no Default, Event of Default, any other default or any Covenant Enforcement Event with respect to the Convertible Securities of such series shall have occurred and be continuing on the date of such deposit; (d) the Company shall have delivered to the Trustee either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Bondholders Holders of the Convertible Securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, such discharge under this Section 9.02 and will be subject to such U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge such deposit and defeasance had not occurred; occurred or (cy) no Event an Opinion of Default shall have occurred and be continuing on Counsel to the date of establishment of same effect as the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time ruling described in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; clause (dx) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer;above; and (e) the Issuer shall have Company has delivered to the Bond Trustee a certificate signed by the Chief Financial Officer an Officers’ Certificate and an Opinion of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeatingCounsel, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect in each case stating that all conditions precedent provided for Covenant Defeasance herein relating to the defeasance contemplated by this Section 9.02 of the Convertible Securities of such series have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors . The obligations of the IssuerCompany and the Guarantor in Sections 2.02 through 2.12, (ii) 4.02, 8.07, 8.08, 9.04 and 9.05, as applicable, with respect to the Defeasance Pledge will constitute a validConvertible Securities of such series and the Guarantee thereof shall survive until such Convertible Securities are no longer outstanding. Thereafter, perfected and enforceable security interest in favour only the obligations of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established Company and the corporate domicile of the IssuerGuarantor in Sections 8.07, 9.04 and 9.05, as applicable, shall survive.

Defeasance. 18.2.1 The Issuer mayNotwithstanding any provision of this Mortgage to the contrary, at its option any time after the date which (A) is two (2) years after the “startup day,” within the meaning of Section 860G(a)(9) of the Internal Revenue Code of 1986, as amended from time to time or any successor statute (the “Code”), of a “real estate mortgage investment conduit,” (“REMIC”) within the meaning of Section 860D of the Code, that holds the Note and at any timethis Mortgage or (B) four (4) years after the date hereof, elect to have certain obligations discharged (see Clause 18.2.2) whichever shall earlier occur, and provided no Event of Default has occurred, Mortgagor may cause the release of the Mortgaged Property from the lien of this Mortgage and the other Loan Documents upon complying with the satisfaction of the following conditions conditions: A. not less than sixty (60) days prior written notice shall be given to Mortgagee specifying a Payment Date (the “Covenant DefeasanceRelease Date”)) on which the Defeasance Collateral is to be delivered; (a) B. all accrued and unpaid interest and all other sums due under this Mortgage, the Issuer shall have irrevocably pledged Note and under the other Loan Documents up to the Bond Trustee for Release Date, including, without limitation, all costs and expenses incurred by Mortgagee or its agents in connection with such release (including, without limitation, the benefit review of the Bondholders cash proposed Defeasance Collateral and the preparation of the Defeasance Security Agreement (as hereinafter defined) and related documentation), shall be paid in full on or government obligations acceptable by prior to the Bond Trustee Release Date; and C. Mortgagor shall deliver to Mortgagee on or prior to the Release Date: (1) a pledge and security agreement, in form and substance satisfactory to Mortgagee in its sole discretion, creating a first priority security interest in favor of Mortgagee in the Defeasance Collateral (the “Defeasance PledgeSecurity Agreement”), which shall provide, among other things, that any payments generated by the Defeasance Collateral shall be paid directly to Mortgagee and applied by Mortgagee in satisfaction of all amounts then due and payable hereunder and any excess received by Mortgagee from the Defeasance Collateral over the amounts payable by Mortgagor hereunder or under the Note shall be refunded to Mortgagor promptly after each Payment Date; (2) in direct, non-callable obligations of the United States of America that provide for payments prior, but as close as possible, to all successive Payment Dates occurring after the Release Date, with each such amounts as will be sufficient for payment being equal to or greater than the payment amount of the corresponding installment of principal and interest required to be paid under the Note (provided that for all purposes of this Section 12.5(C)(2), all principal, accrued interest and other amounts payable under this Mortgage, the Note and the other Loan Documents shall be due and payable in full on the Outstanding Bonds Maturity Date) (the “Defeasance Collateral”), each of which shall be duly endorsed by the holder thereof as directed by Mortgagee or accompanied by a written instrument of transfer in form and substance satisfactory to Maturity Mortgagee in its sole discretion (including, without limitation, such instruments as may be required by the depository institution holding such securities or the issuer thereof, as the case may be, to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to perfect upon the delivery of the Defeasance Security Agreement the first priority security interest in the Defeasance Collateral in favor of Mortgagee in conformity with all applicable state and federal laws governing granting of such security interests; (3) a certificate of Mortgagor certifying that all of the requirements set forth in this Section 12.5 have been satisfied; (4) an opinion of counsel for Mortgagor in form and substance and delivered by counsel satisfactory to Mortgagee in its sole discretion stating, among other things, that (x) Mortgagee has a perfected first priority security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Mortgagor in accordance with its terms and (y) that any trust formed as a REMIC pursuant to a securitization will not fail to maintain its status as a REMIC as a result of such defeasance; (5) in the event the Loan is held by a REMIC, the Mortgagee has received written confirmation from any Rating Agency rating any securities issued in connection with a securitization that substitution of the Defeasance Collateral will not result in a downgrade, withdrawal, or qualification of the ratings then assigned to any of the securities; (6) a certificate of a public accounting firm reasonably acceptable to Mortgagee certifying that the Defeasance Collateral will generate monthly amounts equal to or greater than the amount of each corresponding installment of principal and interest required to be paid under the Note for all successive Payment Dates occurring after the Release Date; (b7) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect letter or other written evidence from any applicable Rating Agency that the Bondholders defeasance will not recognize incomeresult in the withdrawal, gain downgrade or loss for income tax purposes (under US federal or Norwegian tax lawqualification of the ratings assigned to any certificates issued in connection with a securitization of the Mortgaged Property, if applicable) ; and (8) such other certificates, documents or instruments as a result Mortgagee may reasonably require. Upon compliance with the requirements of this Section 12.5, the Mortgaged Property shall be released from the lien of this Mortgage and the other Loan Documents, and the Defeasance Collateral shall constitute collateral which shall secure the Note and all other obligations under the Loan Documents. Mortgagee will, at Mortgagor’s expense, execute and deliver any agreements reasonably requested by Mortgagor to release the lien of the Mortgaged Instrument from the Mortgaged Property. Upon the release of the Mortgaged Property in accordance with this Section 12.5, Mortgagor may assign all its obligations and rights under the Note, together with the pledged Defeasance Pledge Collateral, to a successor entity designated by Mortgagor and Covenant Defeasance, approved by Mortgagee in its sole discretion. Such successor entity shall execute an assumption agreement in form and will be subject substance satisfactory to Mortgagee in its sole discretion pursuant to which it shall assume Mortgagor’s obligations under the Note and the Defeasance Security Agreement. As conditions to such income tax on assignment and assumption, Mortgagor shall (x) deliver to Mortgagee an opinion of counsel in form and substance and delivered by counsel satisfactory to Mortgagee in its sole discretion stating, among other things, that such assumption agreement is enforceable against Mortgagor and such successor entity in accordance with its terms and that the same amount and in the same manner and at the same times as would have been the case if Note, the Defeasance Pledge had not occurred; Security Agreement and the other Loan Documents, as so assumed, are enforceable against such successor entity in accordance with their respective terms, (cy) no Event of Default shall have occurred pay all costs and be continuing on expenses incurred by Mortgagee or its agents in connection with such assignment and assumption (including, without limitation, the date of establishment review of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in proposed transferee and the period ending on the 181st day after the date of establishment preparation of the Defeasance Pledge; assumption agreement and related documentation) and (dz) neither deliver to Mortgagee a non-consolidation opinion in form and substance satisfactory to Mortgagee and the applicable Rating Agency. Upon such assumption, Mortgagor shall be relieved of its obligations hereunder, under the other Loan Documents and under the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the IssuerSecurity Agreement.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) When principal or redemption price (as the Issuer case may be) of, and interest on, any Obligations issued hereunder has been paid, or provision shall have irrevocably pledged been made for payment of the same, together with the compensation of the Trustee and all other sums payable hereunder by the Corporation and the County, the right, title and interest of the Trustee with respect to such Obligations shall thereupon cease and the Trustee shall release this Trust Agreement and shall execute such documents to evidence such releases as may be reasonably required by the Corporation and shall turn over to the Bond Trustee Corporation or to such person, body or authority as may be entitled to receive the same all balances then held by it hereunder; provided, however, that the County shall in all events remain liable under the Facilities Agreement (subject to Section 4.7 thereof) until all amounts due and owing thereunder have been paid or provision shall have been made for the benefit payment of the Bondholders cash or government obligations acceptable by the Bond Trustee same. (the “Defeasance Pledge”b) in such amounts as will be sufficient Provision for the payment of the Obligations shall be deemed to have been made when the Trustee holds, in an irrevocable deposit, under the provisions hereof (i) cash in an amount sufficient to make all payments specified above with respect to all of such Obligations, or (ii) Defeasance Obligations maturing on or before the date or dates when the payments specified above shall become due, the principal amount of which and the interest thereon, when due, is or will be, in the aggregate, sufficient without reinvestment to make all payments specified above with respect to such Obligations, or (iii) any combination of such cash and such Defeasance Obligations the amounts of which and interest thereon, when due, are or will be, in the aggregate, sufficient without reinvestment to make all payments specified above on such Obligations; provided that, to the Outstanding Bonds extent such deposit does not consist of uninvested cash, the Trustee shall have received a report of an independent accountant or firm of accountants selected by the Corporation verifying that the computations of the amount available from Defeasance Obligations when added to Maturity Date;any cash available shall be sufficient to meet the requirements hereof. (bc) Neither the Issuer shallobligations nor the moneys deposited with the Trustee pursuant to this Section 9.1 shall be withdrawn or used for any purpose other than, if required by and shall be segregated and held in trust for, the payment of the principal or redemption price of, and interest on, said Obligations. (d) Whenever moneys or obligations shall be deposited with the Trustee for the payment or redemption of Obligations more than 60 days prior to the date that such Obligations are to mature or be redeemed, the Trustee shall mail a notice stating that such moneys or obligations have been deposited and identifying the Series 2020 Notes for the payment of which such moneys or obligations are being held, to the Holders of Obligations for the payment of which such moneys or obligations are being held. (e) Prior to any defeasance becoming effective under this Trust Agreement, there shall have been delivered to the Trustee an opinion of Bond Counsel, satisfactory to the Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that interest on the Bondholders Obligations being paid by such defeasance will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be become subject to Federal income taxation by reason of such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuerdefeasance.

Defeasance. 18.2.1 The Issuer may, at its option and at (a) If HRTAC shall pay or provide for the payment of the entire indebtedness on particular Bonds in any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with one or more of the following conditions ways: (“Covenant Defeasance”)1) by paying or causing to be paid the principal of and premium, if any, and interest on such Bonds, as and when the same shall become due and payable; (a2) the Issuer shall have irrevocably pledged by delivering such Bonds to the Bond Trustee for cancellation; or (3) by depositing with the benefit of Trustee (or an escrow agent acceptable to the Bondholders Trustee), in trust, cash and/or Defeasance Obligations in such amount as will, together with the income or government obligations acceptable by the Bond Trustee increment to accrue on such Defeasance Obligations (the “Defeasance PledgeAmount”), be fully sufficient to pay or redeem (when redeemable) in and discharge the indebtedness on such amounts Bonds at or before their respective maturity dates, without consideration of any reinvestment of the Defeasance Amount, as will be sufficient a Verification Agent shall verify to the Trustee’s satisfaction; (4) and if HRTAC shall also pay or provide for the payment of principal and interest on all other sums payable hereunder by HRTAC with respect to such Bonds, and, if such Bonds are to be redeemed before their maturity, notice of such redemption shall have been given as provided in Article IV of this Master Indenture (or the Outstanding corresponding provisions of the Related Series Supplements) or provisions satisfactory to the Trustee shall have been made for the giving of such notice, such Bonds shall cease to Maturity Date;be entitled to any lien, benefit or security under this Master Indenture except as provided in subsection (d) below. (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable HRTAC may at any time surrender to the Bond Trustee to the effect for cancellation any Bonds previously authenticated and delivered that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant DefeasanceHRTAC may have acquired in any manner whatsoever, and will such Bonds, upon such surrender and cancellation, shall be subject deemed to such income tax on the same amount be paid and retired as provided in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred;this Section. (c) no Event Upon such defeasance all rights of Default HRTAC, including its right to provide for optional redemption of Bonds on dates other than planned pursuant to such defeasance, shall have occurred and be continuing cease unless specifically retained by filing a written notification thereof with the Trustee on or prior to the date of establishment of the Defeasance Pledge, Amount is deposited with the Trustee or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge;escrow agent. (d) neither When a Bond is deemed to be paid hereunder, as aforesaid, it shall no longer be secured by or entitled to the benefits of this Master Indenture, except for the purposes of any such payment (to the exclusion of all other Owners) from the Defeasance Pledge nor Amount and except for the Covenant Defeasance results in a breach or violation provisions of any material agreement or instrument binding upon this Section, Articles III and IV (and the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer corresponding sections of the GP that the Defeasance Pledge was not made by the Issuer with the intent Series Supplements) and Section 6.1 of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuerthis Master Indenture.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) the Issuer shall have irrevocably pledged Notwithstanding any provisions of this Article 2 to the Bond Trustee for contrary, at any time following a REMIC Prohibition Period, Borrower may cause the benefit release of the Bondholders cash or government obligations acceptable by Property from the Bond Trustee (Lien of the “Defeasance Pledge”) in such amounts as will be sufficient for Mortgage and the payment other Loan Documents upon the satisfaction of principal and interest on the Outstanding Bonds to Maturity Date;following conditions: (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (ci) no Event of Default shall have occurred and be continuing continuing; (ii) not less than thirty (30) (but not more than ninety (90)) days prior written notice shall be given to Lender specifying a date on which the date Defeasance Collateral is to be delivered (the "Release Date"); provided, however, that Borrower shall have the right to cancel or extend (by no more than thirty (30) days) such notice by providing Lender with notice of establishment cancellation or extension not less than ten (10) days prior to the scheduled Release Date, provided that Borrower shall pay all of Lender's costs and expenses incurred as a result of such cancellation or extension; (iii) all sums due under this Agreement, the Note and under the other Loan Documents up to the Release Date, including, without limitation, all fees, costs and expenses incurred by Lender and its agents in connection with such release (including, without limitation, reasonable legal fees and expenses for the review and preparation of the Defeasance PledgeSecurity Agreement and of the other materials described in Section 2.7(a)(iv) below and any related documentation, and any servicing fees, Rating Agency fees or insofar as Events other costs related to such release), shall be paid in full on or prior to the Release Date; (iv) Borrower shall deliver to Lender on or prior to the Release Date: (A) a pledge and security agreement, in form and substance which would be satisfactory to a prudent lender, creating a first priority security interest in favor of Default from bankruptcy or insolvency events are concerned, at any time Lender in the period ending Defeasance Collateral (the "Defeasance Security Agreement"); (B) direct non-callable obligations of the United States of America or, to the extent satisfying Rating Agency criteria, other obligations which are "government securities" within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 (and in connection therewith, Borrower hereby appoints Lender as its agent and attorney in fact for the purpose of purchasing the same) that provide for payments on a Business Day prior and as close as possible to each successive Payment Date (and the Maturity Date) after the Release Date, with each such payment being equal to or greater than the amount of the corresponding Monthly Payment Amount required to be paid under this Agreement and the Note and all amounts due on the 181st day after Maturity Date (the date "Defeasance Collateral"), duly endorsed by the holder thereof as directed by Lender or accompanied by a written instrument of establishment transfer in form and substance which would be satisfactory to a prudent lender (including, without limitation, such certificates, documents and instruments as may be required by the depository institution holding such securities or the issuer thereof, as the case may be, to effectuate book entry transfers and pledges through the book entry facilities of such institution) in order to perfect upon the delivery of the Defeasance PledgeSecurity Agreement the first priority security interest therein in favor of Lender in conformity with all applicable state and federal laws governing granting of such security interests; (dC) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing Borrower certifying that all of the Issuerrequirements set forth in this Section 2.7(a) have been satisfied; (eD) one or more opinions of counsel for Borrower in form and substance and delivered by counsel which would be satisfactory to a prudent lender stating, among other things, that (1) Lender has a perfected first priority security interest in the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP Defeasance Collateral and that the Defeasance Pledge was not made by Security Agreement is enforceable against Borrower in accordance with its terms, and (2) the Issuer with the intent of preferring the Bondholders over any other creditors release of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors lien of the Issuer Mortgage and the pledge of Defeasance Collateral will not directly or othersindirectly result in or cause any REMIC Trust that holds the Note to fail to maintain its status as a REMIC Trust; (fE) a certificate in form and scope which would be satisfactory to a prudent lender from an independent certified public accountant acceptable to Lender certifying that the Issuer Defeasance Collateral will generate amounts sufficient to make all payments of principal and interest due under this Agreement and the Note (including the scheduled outstanding principal balance of the Loan due on the Maturity Date); (F) such other certificates, opinions, documents and instruments as a prudent lender would require; and (G) in the event the Loan is held by a REMIC Trust and if required by Lender, Lender has obtained a Rating Agency Confirmation. (b) Upon compliance with the requirements of Section 2.7(a), the Property shall have delivered be released from the Lien of the Mortgage and the other Loan Documents, and the Defeasance Collateral shall constitute collateral which shall secure the Note and all other obligations under the Loan Documents. Lender shall, at Borrower's expense, execute and deliver any agreements reasonably requested by Borrower to release the lien of the Mortgage and the other Loan Documents from the Property. (c) As a condition to the Bond Trustee any certificate or legal opinion reasonably required regarding release of the Covenant Property in accordance with Section 2.7, Borrower shall assign all its obligations and rights under this Agreement and the Note, together with the pledged Defeasance Collateral, to a successor single purpose entity designated and approved by Lender in its sole and absolute discretion ("Successor Borrower"). Any Successor Borrower shall either be newly-formed at the time of the Defeasance or Defeasance Pledge shall be unaffiliated with the Borrower. Lender's right to designate and approve the Successor Borrower shall, at the sole option of Bank of America, N.A., be exercised by Bank of America, N.A. and shall be retained by Bank of America, N.A. (including certificate or any successor or assign pursuant to an assignment of such retained rights separate and apart from the Chief Financial Officer transfer or Securitization of all or any portion of the GP Loan), notwithstanding any transfer or Securitization of all or any portion of the Loan. Successor Borrower shall execute an assignment and assumption agreement in form and substance which would be satisfactory to a legal opinion prudent lender pursuant to which it shall assume Borrower's obligations under this Agreement, the Note and the Defeasance Security Agreement. As conditions to such assignment and assumption, Borrower shall (i) deliver to Lender one or more opinions of counsel in form and substance and delivered by counsel which would be satisfactory to a prudent lender stating, among other things, that such assignment and assumption agreement is enforceable against Borrower and the Successor Borrower in accordance with its terms and that this Agreement, the Note, the Defeasance Security Agreement and the other Loan Documents, as so assigned and assumed, are enforceable against the Successor Borrower in accordance with their respective terms, and opining to such other matters relating to Successor Borrower and its organizational structure as Lender may require, including, if required by Lender, a New Non-Consolidation Opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; Successor Borrower, and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) pay all fees, costs and expenses incurred by Lender or its agents and Successor Borrower in connection with such assignment and assumption (including, without limitation, reasonable legal fees and expenses and for the review of the proposed transferee and the preparation of the assignment and assumption agreement and related certificates, documents and instruments and any fees payable to any Rating Agencies and their counsel in connection with the issuance of the confirmation referred to above, and excluding any assumption fee which may otherwise be due pursuant to the other Loan Documents). Upon such assignment and assumption, Borrower shall be relieved of its obligations under this Agreement and the Note, the other Loan Documents and the Defeasance Pledge will constitute a valid, perfected Security Agreement arising from and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following Release Date, except as expressly set forth in the establishment of the Defeasance Pledge, the funds assignment and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuerassumption agreement.

Defeasance. 18.2.1 The Issuer may(a) Baytex shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debt Securities of any series and the Indenture Trustee, at its option the request and at expense of Baytex, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debt Securities, when, with respect to all of the outstanding Debt Securities or all of the outstanding Debt Securities of any timeseries, elect as applicable, if: (i) Baytex has deposited or caused to have certain obligations discharged (see Clause 18.2.2) upon complying be deposited with the following conditions (“Covenant Defeasance”)Indenture Trustee as trust funds or property in trust for the purpose of making payment on such Debt Securities, an amount in money, sufficient to pay, satisfy and discharge the entire amount of principal of, Premium, if any, and interest, if any, to Maturity or any repayment date or Redemption Dates, as the case may be, of such Debt Securities as will, together with the income to accrue thereon and reinvestment thereof, be sufficient to pay and discharge the entire amount of principal and accrued and unpaid interest to Maturity or any repayment date, as the case may be, of all such Debt Securities; (aii) the Issuer shall have irrevocably pledged Baytex has paid, caused to be paid or made provisions to the Bond Trustee for the benefit satisfaction of the Bondholders cash or government obligations acceptable by the Bond Indenture Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of all other sums payable with respect to all of such Debt Securities (together with all applicable expenses of the Indenture Trustee in connection with the payment of such Debt Securities); and (iii) Baytex has delivered to the Indenture Trustee an Officers' Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debt Securities have been complied with. Any deposits with the Indenture Trustee referred to in this Section 7.6 shall be irrevocable, subject to Section 7.7, and shall be made under the terms of an escrow and/or trust agreement and which provides for the due and punctual payment of the principal of, Premium, if any, and interest on the Outstanding Bonds to Maturity Date;Debt Securities being satisfied. (b) Upon the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result satisfaction of the Defeasance Pledge conditions set forth in this Section 7.6 with respect to all the outstanding Debt Securities, or all the outstanding Debt Securities of any series, as applicable, the terms and Covenant Defeasanceconditions of the Debt Securities, including the terms and will conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and 4 and the provisions of Article 1 pertaining to Article 2 and 4) shall no longer be subject binding upon or applicable to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred;Baytex. (c) no Event of Default Any funds or obligations deposited with the Indenture Trustee pursuant to this Section 7.6 shall have occurred and be continuing on denominated in the date of establishment currency or denomination of the Defeasance Pledge, or insofar as Events Debt Securities in respect of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge;which such deposit is made. (d) neither If the Defeasance Pledge nor the Covenant Defeasance results Indenture Trustee is unable to apply any money in a breach or violation accordance with this Section 7.6 by reason of any material agreement legal proceeding or instrument binding upon any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, Baytex's obligations under this Indenture and the Issueraffected Debt Securities shall be revived and reinstated as though no money had been deposited pursuant to this Section 7.6 until such time as the Indenture Trustee is permitted to apply all such money in accordance with this Section 7.6, provided that if Baytex has made any payment in respect of principal of, Premium, if any, or interest on Debt Securities or, as applicable, other amounts because of the certificate reinstatement of association or partnership agreement governing the Issuer; (e) the Issuer its obligations, Baytex shall have delivered be subrogated to the Bond Trustee a certificate signed rights of the holders of such Debt Securities to receive such payment from the money held by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the IssuerIndenture Trustee.

Defeasance. 18.2.1 The following provisions shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution, Officer’s Certificate or indenture supplemental hereto provided pursuant to Section 2.3. In addition to discharge of the Indenture pursuant to Section 10.1, in the case of any series of Securities the exact amounts (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (a) below, the Issuer mayshall be deemed to have paid and discharged the entire indebtedness on all the Securities of such a series and the Coupons appertaining thereto on the date of the deposit referred to in subparagraph (a) below, and the provisions of this Indenture with respect to the Securities of such series and Coupons appertaining thereto shall no longer be in effect (except as to (i) rights of registration of transfer and exchange of Securities of such series and of Coupons appertaining thereto pursuant to Section 2.8 and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of Holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) any optional redemption rights of such series of Securities to the extent to be exercised to make such call for redemption within one year, (v) the rights, obligations, duties and immunities of the Trustee hereunder, (vi) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them and (vii) the obligations of the Issuer under Section 3.2) and the Trustee, at its option and the expense of the Issuer, shall at any timethe Issuer’s request, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with execute proper instruments acknowledging the following conditions (“Covenant Defeasance”);same, if (a) with reference to this provision the Issuer shall have has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust, specifically pledged to the Bond Trustee for as security for, and dedicated solely to, the benefit of the Bondholders Holders of the Securities of such series and Coupons appertaining thereto (i) cash in an amount, or government obligations acceptable by (ii) in the Bond Trustee (case of any series of Securities the “Defeasance Pledge”) payments on which may only be made in Dollars, U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as will be sufficient for insure the payment availability of cash or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants, an independent investment banking firm or other valuation firm expressed in a written certification thereof delivered to the Trustee, to pay (A) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (B) any mandatory sinking fund payments on the Outstanding Bonds to Maturity Datedates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; (b) such deposit will not result in a breach or violation of, or constitute a default under, any agreement or instrument to which the Issuer shall, if required is a party or by which it is bound; (c) the Bond Trustee, provide a legal opinion reasonably acceptable Issuer has delivered to the Bond Trustee an Opinion of Counsel based on the fact that (x) the Issuer has received from, or there has been published by, the IRS a ruling or (y) since the date hereof, there has been a change in the applicable United States Federal income tax law, in either case to the effect that that, and such opinion shall confirm that, the Bondholders Holders and beneficial owners of the Securities of such series and Coupons appertaining thereto will not recognize income, gain or loss for United States Federal income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge such deposit, defeasance and Covenant Defeasance, discharge and will be subject to such United States Federal income tax on the same amount and in the same manner and at the same times times, as would have been the case if the Defeasance Pledge such deposit, defeasance and discharge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge;; and (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have has delivered to the Bond Trustee a certificate signed by the Chief Financial Officer an Officer’s Certificate and an Opinion of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeatingCounsel, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect each stating that all conditions precedent provided for Covenant Defeasance relating to the defeasance contemplated by this provision have been complied with; . If the Issuers exercise either their legal defeasance option or their covenant defeasance option with respect to Securities of a particular series, all Guarantees by Subsidiary Guarantors will terminate with respect to that series of Securities and that (i) the Defeasance Pledge will not be subject to any rights of creditors all collateral of the Issuer, (ii) Issuer and the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee Subsidiary Guarantors granted for the benefit of the Bondholders, and (iii) after the 181st day following the establishment that series of the Defeasance Pledge, the funds and assets so pledged will not Securities shall be subject to the effects automatically released . The Issuers may exercise their legal defeasance option notwithstanding its prior exercise of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuerits covenant defeasance option.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) When principal or redemption price (as the Issuer case may be) of, and interest on, any Bonds issued hereunder has been paid, or provision shall have irrevocably pledged been made for payment of the same, together with the compensation of the Trustee and all other sums payable hereunder by the Corporation and the County, the right, title and interest of the Trustee with respect to such Bonds shall thereupon cease and the Trustee shall release this Trust Agreement and shall execute such documents to evidence such releases as may be reasonably required by the Corporation and shall turn over to the Bond Trustee Corporation or to such person, body or authority as may be entitled to receive the same all balances then held by it hereunder; provided, however, that the County shall in all events remain liable under the Facilities Agreement (subject to Section 4.7 thereof) until all amounts due and owing thereunder have been paid or provision shall have been made for the benefit payment of the Bondholders cash or government obligations acceptable by the Bond Trustee same. (the “Defeasance Pledge”b) in such amounts as will be sufficient Provision for the payment of the Bonds shall be deemed to have been made when the Trustee holds, in an irrevocable deposit, under the provisions hereof (i) cash in an amount sufficient to make all payments specified above with respect to all of such Bonds, or (ii) Defeasance Obligations maturing on or before the date or dates when the payments specified above shall become due, the principal amount of which and the interest thereon, when due, is or will be, in the aggregate, sufficient without reinvestment to make all payments specified above with respect to such Bonds, or (iii) any combination of such cash and such Defeasance Obligations the amounts of which and interest thereon, when due, are or will be, in the aggregate, sufficient without reinvestment to make all payments specified above on such Bonds; provided that, to the Outstanding Bonds extent such deposit does not consist of uninvested cash, the Trustee shall have received a report of an independent accountant or firm of accountants selected by the Corporation verifying that the computations of the amount available from Defeasance Obligations when added to Maturity Date;any cash available shall be sufficient to meet the requirements hereof. (bc) Neither the Issuer shallobligations nor the moneys deposited with the Trustee pursuant to this Section 9.1 shall be withdrawn or used for any purpose other than, if required by and shall be segregated and held in trust for, the payment of the principal or redemption price of, and interest on, said Bonds. (d) Whenever moneys or obligations shall be deposited with the Trustee for the payment or redemption of Bonds more than 60 days prior to the date that such Bonds are to mature or be redeemed, the Trustee shall mail a notice stating that such moneys or obligations have been deposited and identifying the Bonds for the payment of which such moneys or obligations are being held, to the Holders of Bonds for the payment of which such moneys or obligations are being held. (e) Prior to any defeasance becoming effective under this Trust Agreement, there shall have been delivered to the Trustee an opinion of Bond Counsel, satisfactory to the Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that interest on the Bondholders Bonds being paid by such defeasance will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be become subject to federal income taxation by reason of such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuerdefeasance.

Defeasance. 18.2.1 The Issuer mayAny provision hereof to the contrary notwithstanding, at any time during the Defeasance Period (as defined below), Borrower may obtain a release of the Mortgaged Property from the lien of the Security Instruments only upon the satisfaction of the following conditions: (i) not less than thirty (30) days prior written notice shall be given to Lender specifying a date (the “Defeasance Date”) on which the Defeasance Collateral (as defined below) is to be delivered, such date being the first day of the month; (ii) all accrued and unpaid interest and all other sums due under this Note, the Security Instruments and the Other Security Documents up to the Defeasance Date, including, without limitation, all reasonable costs and expenses incurred by Lender or its option agents in connection with such defeasance, including, without limitation, any legal fees and at any timeexpenses incurred in connection with obtaining and reviewing the Defeasance Collateral, elect the preparation of the Defeasance Security Agreement (as defined below) and related documentation, accountant fees, and investment advisor fees, all of which shall be paid in full on or prior to have certain obligations discharged the Defeasance Date; (see Clause 18.2.2iii) upon complying no Event of Default, and no event or condition that, with the giving of notice or passage of time or both, would constitute an Event of Default, shall exist either at the time Borrower gives notice of the Defeasance Date to Lender or on the Defeasance Date; (iv) Borrower shall deliver to Lender on or before the Defeasance Date direct, non-callable obligations of the United States of America in such form and amount that provide for the payments prior, but as close as possible, to all successive regularly scheduled monthly payment dates, including the Maturity Date, with such payments being equal to or greater than the amount of the corresponding monthly payment required to be paid under this Note (hereafter, “Scheduled Defeasance Payments”) for the balance of the term hereof and the amount required to be paid on the Maturity Date (such obligations are collectively and singularly referred to herein as “Defeasance Collateral”) each of which shall be duly endorsed by the holder thereof as directed by Lender or accompanied by a written instrument of transfer in form and substance wholly satisfactory to Lender (including, without limitation, such instrument as may be required by the depository institution holding such securities or the issuer thereof, as the case may be, to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to perfect a first priority security interest in such Defeasance Collateral in favor of Lender. The Defeasance Collateral may be purchased by Lender on Borrower’s behalf, in which case Borrower shall deposit with Lender at least three days before the Defeasance Date a sum sufficient, in Lender’s sole and absolute discretion, to purchase the Defeasance Collateral. Any sums in excess of the amount necessary to purchase the Defeasance Collateral shall be remitted to Borrower upon release of the Mortgaged Property. (v) Borrower shall deliver the following conditions to Lender, at Borrower’s cost, on or prior to the Defeasance Date: (A) a pledge and security agreement, in form and substance satisfactory to Lender in its sole discretion, creating a first priority security interest in favor of Lender in the Defeasance Collateral (the “Covenant DefeasanceDefeasance Security Agreement”); (aB) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit a certificate of Borrower certifying that all of the Bondholders cash or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient requirements hereunder for the payment of principal and interest on the Outstanding Bonds to Maturity Datea defeasance have been satisfied; (bC) the Issuer shallan opinion of counsel for Borrower in form and substance and delivered by counsel satisfactory to Lender in its sole discretion stating, if required by the Bond Trusteeamong other things, provide (x) that Lender has a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of perfected first priority security interest in the Defeasance Pledge and Covenant DefeasanceCollateral, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (cy) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by Security Agreement is enforceable against Borrower in accordance with its terms and (z) that the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge defeasance will not be subject cause the entity which holds this Note to any rights of creditors of the Issuer, fail to qualify as a “real estate mortgage investment conduit” (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer.a

Defeasance. 18.2.1 The Issuer mayExcept as provided below, the Company will be deemed to have paid and will be discharged from any and all obligations in respect of the Securities of any series and the provisions of this Indenture will no longer be in effect with respect to the Securities of such series (and the Trustee, at its option and at any timethe expense of the Company, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with shall execute proper instruments acknowledging the same); provided that the following conditions (“Covenant Defeasance”);shall have been satisfied: (ai) the Issuer shall have Company has irrevocably pledged to deposited in trust with the Bond Trustee as trust funds solely for the benefit of the Bondholders cash or government obligations acceptable by Holders of the Bond Trustee (the “Defeasance Pledge”) in Securities of such amounts as will be sufficient series, for the payment of principal the Principal of and interest on the Outstanding Bonds Securities of such series, money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to Maturity Datethe Trustee) without consideration of any reinvestment and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay and discharge the Principal of and accrued interest on the outstanding Securities of such series to maturity or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be; (bii) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (iii) no Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit; (iv) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable Company shall have delivered to the Bond Trustee (1) either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Bondholders Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, Company's exercise of its option under this Section 8.02 and will be subject to such federal income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge such deposit and defeasance had not occurredoccurred or (y) an Opinion of Counsel to the same effect as the ruling described in clause (x) above and based upon a change in law and (2) an Opinion of Counsel to the effect that the Holders of the Securities of such series have a valid security interest in the trust funds subject to no prior liens under the UCC; (cv) no Event if the Securities of Default shall have occurred and be continuing such series are then listed on a national securities exchange, the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer Company shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer an Opinion of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel Counsel to the effect that the defeasance contemplated by this Section 8.02 of the Securities of such series will not cause the Securities of such series to be delisted; and (vi) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for Covenant Defeasance herein relating to the defeasance contemplated by this Section 8.02 of the Securities of such series have been complied with; . The Company's obligations in Sections 2.02 through 2.12, 4.02, 7.07, 7.08 and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject 8.05 with respect to the effects Securities of any applicable bankruptcysuch series shall survive until such Securities are no longer outstanding. Thereafter, insolvency, reorganization or similar laws affecting creditors rights generally under only the laws of the jurisdiction where the Defeasance Pledge was established Company's obligations in Sections 7.07 and the corporate domicile of the Issuer8.05 shall survive.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Bondholders cash or government obligations acceptable accepted by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal (including premium payable upon exercise of a Put Option) and interest on the Outstanding Bonds to Maturity DateDate (or redemption upon a exercise of a notified Put Option); (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably reasonable acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under hereunder US federal or Norwegian tax lawNorwegian, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledgepledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate articles of association or partnership agreement other corporate documents governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the its Chief Financial Executive Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the its Chief Financial Executive Officer of the GP and a legal opinion from its legal counsel counsel) to the effect that all conditions for Covenant Defeasance have been complied with; and that the Defeasance Pledge (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute constitutes a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) will, after the 181st day following the establishment of the Defeasance Pledgeestablishment, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer. 18.2.2 Upon the exercise by the Issuer of its option under Clause 18.2.1; (a) the Issuer shall be released from their obligations under all provisions in Clause 13, except 13.2.1 (a), (e), (h) and (i). (b) the Issuer shall not (and shall ensure that all Group Companies shall not) take any actions that may cause the value of the security interest created by this Covenant Defeasance to be reduced, and shall at the request of the Bond Trustee execute, or cause to be executed, such further documentation and perform such other acts as the Bond Trustee may reasonably require in order for such security interests to remain valid, enforceable and perfected by the Bond Trustee for the account of the Bondholders; (c) save as provided for in (a) above, all provisions of the Bond Agreement shall remain fully in force without any modifications. 18.2.3 All moneys amount covered by the Defeasance Pledge shall be applied by the Bond Trustee, in accordance with the provisions of this Bond Agreement, to the payment to the Bondholders of all sums due to them under this Bond Agreement on the due date thereof. Any excess funds not required for the payment of principal, premium and interest to the Bondholders (including any expenses, fees etc. due to the Bond Trustee hereunder) shall be returned to the Issuer.

Defeasance. 18.2.1 The Except as provided below, the Issuer maywill be deemed to have paid and will be discharged from any and all obligations in respect of the Securities of any series and the provisions of this Indenture will no longer be in effect with respect to the Securities of such series (and the Trustee, at its option the expense of the Issuer, shall execute instruments in form and at any time, elect substance satisfactory to have certain obligations discharged (see Clause 18.2.2) upon complying with the Issuer and the Trustee acknowledging the same); provided that the following conditions shall have been satisfied: (“Covenant Defeasance”i) the Issuer has irrevocably deposited in trust with the Trustee as trust funds specifically pledged as security for, and dedicated solely to, Holders of the Securities of such series, for payment of the Principal of and interest on the Securities of such series, money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) without consideration of any reinvestment and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay and discharge the Principal of and accrued interest on the outstanding Securities of such series to maturity or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be; (aii) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer is a party or by which it is bound; (iii) no default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit; (iv) the Issuer shall have irrevocably pledged delivered to the Bond Trustee for the benefit of the Bondholders cash or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”1) in such amounts as will be sufficient for the payment of principal and interest on the Outstanding Bonds to Maturity Date; either (bx) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable ruling directed to the Bond Trustee received from the Internal Revenue Service to the effect that the Bondholders Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, Issuer's exercise of its option under this Section 9.02 and will be subject to such federal income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge such deposit and defeasance had not occurred; occurred or (cy) no Event an Opinion of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered Counsel to the Bond Trustee same effect as the ruling described in clause (x) above and based upon a certificate signed by the Chief Financial Officer change in law and (2) an Opinion of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel Counsel to the effect that the Holders of the Securities of such series have a valid security interest in the trust funds subject to no prior liens under the UCC; and (v) the Issuer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for Covenant Defeasance herein relating to the defeasance contemplated by this Section 9.02 of the Securities of such series have been complied with; . The Issuer's obligations in Sections 2.03 through 2.11, 3.02, 5.06, 5.09 and that (i) 9.05 with respect to the Defeasance Pledge will not be subject to any rights Securities of creditors of such series shall survive until such Securities are no longer outstanding. Thereafter, only the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected 's obligations in Sections 5.06 and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer9.05 shall survive.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with investments in the following conditions (“Covenant Defeasance”); (a) the Issuer shall have irrevocably pledged defeasance escrow relating to the Bond Trustee for the benefit Series 2016 Certificates shall be limited to non-callable, direct obligations of the Bondholders cash or government obligations acceptable by United States of America and securities fully and unconditionally guaranteed as to the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the timely payment of principal and interest by the United States of America, or as otherwise maybe authorized under State law and approved by BAM. At least three (3) Business Days prior to any defeasance with respect to the Series 2016 Certificates, the Corporation or the County, as agent for the Corporation, shall deliver to BAM draft copies of an escrow agreement, an opinion of Special Tax Counsel regarding the validity and enforceability of the escrow agreement and the defeasance of the Series 2016 Certificates, a verification report (a “Verification Report”) prepared by a nationally recognized independent financial analyst or firm of certified public accountants regarding the sufficiency of the escrow fund. Such opinion and Verification Report shall be addressed to BAM and shall be in form and substance satisfactory to BAM. In addition, the escrow agreement shall provide that: (a) Any substitution of securities following the execution and delivery of the escrow agreement shall require the delivery of a Verification Report, an opinion of Special Tax Counsel that such substitution will not adversely affect the exclusion (if interest on the Outstanding Bonds to Maturity Date;Series 2016 Certificates is excludable) from gross income of the holders of the Series 2016 Certificates of the interest on the Series 2016 Certificates for federal income tax purposes and the prior written consent of BAM, which consent will not be unreasonably withheld. (b) Neither the Issuer shall, if required Corporation nor the County will exercise any prior optional redemption of Series 2016 Certificates secured by the Bond Trusteeescrow agreement or any other redemption other than mandatory sinking fund redemptions unless (i) the right to make any such redemption has been expressly reserved in the escrow agreement and such reservation has been disclosed in detail in the official statement for the refunding Certificates, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes and (under US federal or Norwegian tax law, if applicableii) as a result condition to any such redemption there shall be provided to BAM a Verification Report as to the sufficiency of escrow receipts without reinvestment to meet the Defeasance Pledge and Covenant Defeasance, and will be subject to escrow requirements remaining following any such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred;redemption. (c) no Event of Default The Corporation and the County shall have occurred and be continuing on not amend the date of establishment of the Defeasance Pledge, escrow agreement or insofar as Events of Default from bankruptcy enter into a forward purchase agreement or insolvency events are concerned, at any time other agreement with respect to rights in the period ending on escrow without the 181st day after the date prior written consent of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the IssuerBAM.

Defeasance. 18.2.1 The If there is paid or caused to be paid from the Bond Fund to the Holders of all of the Bonds secured hereby the principal of, premium, if any, and interest which is and shall thereafter become due and payable thereon, together with all other sums payable hereunder by the Authority, then and in that case the rights, title and interest of the Trustee hereunder shall cease and terminate, and such Bonds shall cease to be entitled to any lien, benefit or security under this Agreement. In such event, subject to the rights of the Letter of Credit Issuer mayunder the Security Agreements and the Reimbursement Agreement, at its option the Trustee shall transfer and at assign to the Borrower or the Letter of Credit Issuer, as directed by the Letter of Credit Issuer, all property then held by the Trustee, shall deliver the Letter of Credit to the Letter of Credit Issuer, shall execute such documents as may be reasonably required by the Authority or the Borrower to evidence such transfer and assignment and shall turn over to the Borrower or the Letter of Credit Issuer, as directed by the Letter of Credit Issuer, any timesurplus in the Bond Fund and the Debt Service Reserve Fund and any balance remaining in the Construction Fund. If the Authority shall pay or cause to be paid to the Holders of less than all of the outstanding Bonds the principal of, elect premium, if any, and interest which is and shall thereafter become due and payable upon such Bonds, such Bonds, or portions thereof, shall cease to be entitled to any lien, benefit or security under this Agreement. ---Any outstanding Bond, or any portion thereof in the principal amount of FIVE THOUSAND DOLLARS ($5,000) or any multiple thereof, shall be deemed to have certain obligations discharged (see Clause 18.2.2) upon complying been paid within the meaning and with the following conditions (“Covenant Defeasance”); effect expressed in this Section 1301 when the whole amount of the principal of, premium, if any, and interest on such Bond shall have been paid or when: (a) in case said Bonds or portions thereof have been selected for redemption in accordance with Section 301 hereof prior to their maturity, the Issuer Borrower shall have irrevocably pledged given to the Bond Trustee for irrevocable instructions to give in accordance with the benefit provisions of Section 302 hereof notice of redemption of such Bonds, or portions thereof; (b) there shall be on deposit with the Trustee Eligible Moneys or Defeasance Obligations which shall not contain provisions permitting the redemption thereof other than at the option of the Bondholders cash holder, the principal of and the interest on which when due, and without any reinvestment thereof, will provide Eligible Moneys which shall be sufficient to pay when due the principal of and interest due and to become due on said Bonds or government obligations acceptable by portions thereof on or prior to the Bond Trustee redemption date or maturity date thereof, as the case may be; (the “Defeasance Pledge”c) in the event said Bonds, or portions thereof, do not mature and are not to be redeemed within the next succeeding sixty (60) days, the Borrower shall have given the Trustee irrevocable instructions to give notice, as soon as practicable in the same manner as a notice of redemption is given pursuant to Section 302 hereof, to the Holders of said Bonds, or portions thereof, stating that the deposit of Eligible Moneys or Defeasance Obligations required by clause (b) of this paragraph has been made with the trustee and that said Bonds are deemed to have been paid in accordance with this Section and stating such amounts as will maturity or redemption date upon which moneys are to be sufficient available for the payment of the principal of and interest interest. on the Outstanding Bonds to Maturity Date; said Bonds, or portions thereof; (bd) the Issuer shallTrustee shall have received an opinion of counsel experienced in bankruptcy matters, if required by satisfactory to the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee Letter of Credit Issuer and the Authority, to the effect that the payment to the Bondholders will of the moneys described in clause (b) of this paragraph would not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) constitute a transfer which may be avoided as a result preference under any provision of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and United States Bankruptcy Code in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event event of Default shall have occurred and be continuing on the date an Act of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; Bankruptcy; (e) the Issuer Trustee shall have delivered received an Opinion of Counsel experienced in federal tax matters satisfactory to the Bond Trustee a certificate signed by and the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeatingAuthority, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that the deposit of the moneys or Defeasance Obligations described in clause (b) of this paragraph would not adversely affect the treatment of the interest received by Bondholders as income from sources within the Commonwealth for purposes of the Code or otherwise would not result in an Event of Taxability (assuming continuing compliance by the Borrower with the source of income covenants set forth in the Loan Agreement) and; (f) all conditions for Covenant Defeasance outstanding obligations under the Reimbursement Agreement shall have been complied with; and that (i) paid in full. Neither the moneys nor the Defeasance Pledge will not Obligations deposited with the Trustee pursuant to this Section nor principal or interest payments on any such obligations shall be subject to withdrawn or used for any rights of creditors purpose other than, and shall be held in trust for, the payment of the Issuerprincipal of and interest on said Bonds, (ii) or portions thereof. If the Defeasance Pledge will constitute a validObligations deposited with the Trustee pursuant to this Section are purchased with proceeds of refunding bonds issued by the Authority, perfected and enforceable security interest in favour such Defeasance Obligations must meet the requirements of the Bond Trustee for the benefit Act. If payment of less than all of the BondholdersBonds is to be provided for in the manner and with the effect expressed in this Section, and (iii) after the 181st day following Trustee shall select such Bonds, or portions thereof, in the establishment manner specified in Section 301 hereof for selection for redemption of less than all of the Defeasance Pledge, Bonds in the funds and assets so pledged will not be subject principal amounts designated to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under Trustee by the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the IssuerBorrower.

Defeasance. 18.2.1 The Issuer mayNotwithstanding anything to the contrary in this Indenture, at its option and at unless otherwise specified in any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”);Indenture Supplement: (a) The Issuer may at its option be discharged from its obligations hereunder with respect to any Series or all outstanding Series (each, a "Defeased Series") on the Issuer shall have irrevocably pledged date the applicable conditions set forth in Section 11.04(c) are satisfied (a "Defeasance"); provided, however, that the following rights, obligations, powers, duties and immunities will survive with respect to each Defeased Series until otherwise terminated or discharged hereunder: (i) the Bond Trustee for the benefit rights of the Bondholders cash or government obligations acceptable by Holders of Notes of the Bond Trustee (Defeased Series to receive, solely from the “Defeasance Pledge”) trust funds provided for in such amounts as will be sufficient for the payment Section 11.04(c), payments in respect of principal and interest on and principal of such Notes when such payments are due; (ii) the Outstanding Bonds Issuer's obligations with respect to Maturity Date;such Notes under Sections 2.05 and 2.06; (iii) the rights, powers, trusts, duties, and immunities of the Indenture Trustee, the Paying Agent and the Registrar hereunder; and (iv) this Section. (b) Subject to Section 11.04(c), the Transferor at its option may cause Collections allocated to each Defeased Series and available to purchase additional Receivables to be applied to purchase Eligible Investments rather than additional Receivables. (c) The following conditions must be satisfied prior to any Defeasance under Section 11.04(a): (i) the Issuer shallhas irrevocably deposited, if required by or has caused the Bond Transferor to irrevocably deposit or cause to be deposited, with the Indenture Trustee (such deposit to be made from other than the Transferor's or any Affiliate of the Transferor's funds), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Indenture Trustee, provide a legal opinion reasonably acceptable as trust funds in trust in an amount sufficient to pay and discharge (without relying on income or gain from reinvestment of such amount) all accrued and all remaining scheduled interest and principal payments on all outstanding Notes of each Defeased Series on the dates scheduled for such payments in this Indenture and the related Indenture Supplements and all amounts owing to the Bond Series Enhancers with respect to each Defeased Series. The Transferor will make these amounts available in cash or Eligible Investments or a combination thereof. The Indenture Trustee will apply all such amounts to pay and discharge the amounts specified above; (ii) the Issuer has delivered, or has caused the Transferor to deliver, a statement from a firm of nationally recognized independent public accountants (who may also render other services to the Transferor) to the effect that such deposit is sufficient to pay the Bondholders will not recognize income, gain or loss for income tax purposes amounts specified in clause (under US federal or Norwegian tax law, if applicablei) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurredabove; (ciii) no Event the Issuer has delivered, or has caused the Transferor to deliver, to the Indenture Trustee an Opinion of Default shall have occurred Counsel (the preparation and delivery of which will not be continuing on at the date of establishment expense of the Defeasance PledgeIndenture Trustee) to the effect that (1) for federal income tax purposes, or insofar as Events the deposit and termination of Default from bankruptcy or insolvency events are concerned, at any time obligations will not result in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate any portion of association or partnership agreement governing the Issuer, to be treated as an association, or publicly traded partnership, taxable as a corporation, and (2) the deposit and termination of obligations will not result in the Issuer being required to register as an "investment company" within the meaning of the Investment Company Act; (eiv) the Issuer shall have delivered has delivered, or has caused the Transferor to deliver, to the Bond Indenture Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors an Officer's Certificate of the Issuer or with the intent of defeatingTransferor, hinderingas the case may be, delaying or defrauding any other creditors of stating that the Issuer or others;the Transferor, as the case may be, reasonably believes that such deposit and termination of obligations will not, based on the facts known to such officer at the time of such certification, then cause an Early Amortization Event with respect to any Series or any event that, with the giving of notice or the lapse of time, would result in the occurrence of an Early Amortization Event with respect to any Series; and (fv) the Issuer shall have delivered Rating Agency Condition has been satisfied with respect to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuereach other Outstanding Series.

Defeasance. 18.2.1 The (A) If the Issuer mayshall pay or cause to be paid, or there shall be otherwise paid or provision for payment made to or for the Owners of the Bonds the principal, premium, if any, and interest due or to become due thereon at the times and in the manner stipulated therein, and if the Issuer shall keep, perform and observe all the covenants and promises in the Bonds and in this Indenture expressed as to be kept, performed and observed by it or on its option part, and at shall pay or cause to be paid to the Trustee all sums of money due or to become due according to the provisions hereof, then this Indenture and the lien, rights and interests created hereby shall cease, determine and become null and void (except as to any timesurviving rights of payment, elect registration, transfer or exchange of Bonds herein provided for), whereupon the Trustee upon written request of an Authorized Issuer Representative shall cancel and discharge this Indenture, and execute and deliver to have certain obligations discharged the Issuer such instruments in writing as shall be requested by an Authorized Issuer Representative and requisite to discharge this Indenture, and release, assign and deliver unto the Issuer any and all the estate, right, title and interest in and to any and all rights assigned or pledged to the Trustee or otherwise subject to this Indenture, except amounts in the Bond Fund required to be paid to the Borrower under Section 6.15 hereof and except moneys or securities held by the Trustee for the payment of the principal of and premium, if any, and interest on, and purchase prices of, the Bonds. Notwithstanding the foregoing, under no circumstances may the Issuer or the Borrower receive any funds derived from a draw on any Letter of Credit, Liquidity Facility, Bond Insurance or moneys held for the payment of particular Bonds. (see Clause 18.2.2B) upon complying with Any Bond or Authorized Denomination thereof shall be deemed to be paid within the following conditions (“Covenant Defeasance”); meaning of this Indenture when (a) payment of the Issuer principal of and premium, if any, on such Bond or Authorized Denomination thereof, plus interest thereon to the due date thereof (whether such due date is by reason of maturity or upon redemption as provided herein) either (i) shall have been made or caused to be made in accordance with the terms thereof, (ii) shall have been provided for by depositing sufficient amounts as described in clause (1) and/or (2) below for such payment with the Trustee and the due date of such principal, interest and premium, if any, has occurred, or (iii) in the case of a Bond which bears interest at a Flexible Rate or a Term Rate, shall have been provided for by irrevocably pledged depositing with the Trustee in trust and irrevocably setting aside exclusively for such payment on such due date (which due date shall be in the case of a Bond bearing interest at a Flexible Rate no later than the Interest Payment Date for the then current Flexible Segment for such Bond and in the case of a Bond bearing interest at a Term Rate no later than the last Interest Payment Date for the then current Term Rate Period for such Bond) (1) cash (insured at all times by the Federal Deposit Insurance Corporation or otherwise collateralized with obligations described in clause (2) following), or (2) direct obligations of (including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America maturing as to principal and interest in such amount and at such time as will insure the availability of sufficient moneys to make such payment, and (b) all necessary and proper fees, compensation and expenses of the Trustee pertaining to any such deposit shall have been paid or the payment thereof provided for to the satisfaction of the Trustee; provided, however, that no Bond shall be deemed paid pursuant to this Article VIII prior to the due date for the payment of principal, premium if any, and interest thereon unless there shall have been delivered an opinion of Bond Counsel to the effect that such treatment will not adversely affect the Tax-Exempt status of any Bonds hereunder and will not cause such Bonds to be treated as sold or otherwise disposed of for the purposes of Section 1001 of the 1986 Code (or any successor provision). At such times as a Bond or Authorized Denomination thereof shall be deemed to be paid hereunder, as aforesaid, such Bond or Authorized Denomination thereof shall no longer be secured by or entitled to the benefits of this Indenture (other than Sections 2.04 and 2.08 hereof in the case of a deposit under clause (a)(iii) above), except for the purposes of any such payment from such moneys or government obligations referred to in clause (2) above. (C) Notwithstanding the foregoing paragraph, in the case of a Bond or Authorized Denomination thereof which by its terms may be redeemed prior to the stated maturity thereof, no deposit under clause (a)(iii) of the immediately preceding paragraph shall be deemed a payment of such Bond or Authorized Denomination thereof as aforesaid until: (a) proper notice of redemption of such Bond or Authorized Denomination thereof shall have been previously given in accordance with Article III of this Indenture, or in the event said Bond or Authorized Denomination thereof is not to be redeemed within the succeeding seventy-five (75) days, until the Borrower shall have given the Trustee on behalf of the Issuer, in form satisfactory to the Trustee, irrevocable instructions to notify, as soon as practicable, the Owner of such Bond or Authorized Denomination thereof in accordance with Article III hereof, that the deposit required by (a)(iii) above has been made with the Trustee and that said Bond or Authorized Denomination thereof is deemed to have been paid in accordance with this Article and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of and the applicable premium, if any, on said Bond or Authorized Denomination thereof, plus interest thereon to the due date thereof, or (b) the maturity of such Bond or Authorized Denomination thereof. (D) Notwithstanding any provision of any other Article of this Indenture which may be contrary to the provisions of this Article, all moneys or government obligations set aside and held in trust pursuant to the provisions of this Article for the payment of Bonds or Authorized Denominations thereof (including interest and premium thereon, if any) shall be applied to and used solely for the payment of the particular Bonds or Authorized Denominations thereof (including interest and premium thereon, if any) with respect to which such moneys and government obligations have been so set aside in trust. (E) Notwithstanding anything herein to the contrary, in the event that the principal and/or interest due on the Bonds shall be paid by the Bond Insurer pursuant to the Bond Trustee Insurance, the Bonds shall remain Outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid by the Issuer, and the assignment and pledge of the Trust Estate and all covenants, agreements and other obligations of the Issuer to the registered owners shall continue to exist and shall run to the benefit of the Bondholders cash Bond Insurer, and the Bond Insurer shall be subrogated to the rights of such registered owners. (F) Anything in Article XI hereof to the contrary notwithstanding, if moneys or government obligations acceptable by have been deposited or set aside with the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient pursuant to this Article for the payment of principal Bonds or Authorized Denominations thereof and the interest on the Outstanding Bonds to Maturity Date; (b) the Issuer shalland premium, if required by any, thereon and such Bonds or Authorized Denominations thereof and the Bond Trusteeinterest and premium, provide a legal opinion reasonably acceptable if any, thereon shall not have in fact been actually paid in full, no amendment to the Bond Trustee to provisions of this Article shall be made without the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result consent of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event Owner of Default shall have occurred and be continuing on the date of establishment each of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the IssuerBonds affected thereby.

Defeasance. 18.2.1 The Issuer Owner Trustee may, at its option and at any time, elect defease the interest of the Indenture Trustee in the Indenture Estate in whole, but not in part, through the deposit with the Defeasance Trustee, in accordance with the provisions of this Section 10.05, of cash and/or Government Obligations; provided, however, that such defeasance shall not be applicable in respect of the Series SWA 1995 Trust N396SW-I Certificates. Such deposit shall be made pursuant to a declaration or other appropriate instrument of trust satisfactory in form and substance to the Defeasance Trustee and the Indenture Trustee; such deposit shall be absolute and irrevocable and the instrument of trust shall expressly provide that the Owner Trustee shall have certain obligations discharged no further title to or interest in or power to direct the use or application of the cash and/or Government Obligations so deposited or any of the proceeds arising therefrom; such instrument shall state that the trust created thereby and the cash and/or Government Obligations deposited pursuant thereto are for the sole and exclusive benefit of the Holders and shall expressly provide that the Defeasance Trustee shall apply such cash and payments of principal and/or interest on such Government Obligations to, and only to, the punctual payment of the principal and interest on the Certificates as and when such payments become due (see Clause 18.2.2) upon complying such declaration or instrument to contain appropriate provisions for the recording of transfers of Certificates and the names and addresses of the Holders); and the Owner Trustee shall agree to pay, as the same shall become due and payable, all fees, costs and charges of the Defeasance Trustee under such instrument of trust, including those which may become payable after the date the conditions hereinbelow specified have been met. Upon compliance with the following conditions, and provided, that no Indenture Event of Default or Indenture Default shall have occurred and be continuing on a date 91 days after the date of the deposit of Government Obligations and/or cash with the Defeasance Trustee as provided in Subsection A below, the Owner Trustee's obligations with respect to the Certificates will be discharged and this Indenture shall terminate as provided in Section 10.01: A. the Owner Trustee shall have deposited with the Defeasance Trustee absolutely and irrevocably (irrespective of whether the conditions (“Covenant Defeasance”in Subsections B, C, D and E of this Section 10.05 have been satisfied); (a1) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Bondholders cash or government obligations acceptable by the Bond Trustee and/or (the “Defeasance Pledge”2) in such amounts as will be sufficient for Government Obligations which through the payment of principal and interest in respect thereof in accordance with their terms, without any reinvestment or further investment of the principal of or interest earned on such Government Obligations, will absolutely and unconditionally provide in any and all circumstances not later than one day before each Payment Date an amount sufficient to pay and discharge the Outstanding Bonds payment of principal and interest to Maturity be due and payable on such Payment Date; (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) B. no Indenture Event of Default or Indenture Default shall have occurred and be continuing on the date of establishment the deposit of cash and/or Government Obligations as contemplated hereby; TRUST INDENTURE AND SECURITY AGREEMENT [N396SW] -52- 59 C. the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer Owner Trustee shall have delivered to the Bond Defeasance Trustee and to the Certificate Holders written confirmation by a certificate signed nationally recognized firm of independent public accountants (other than the accounting firm then serving as Shawmut Bank Connecticut, National Association's or the Owner Participant's regular auditors) selected by the Chief Financial Officer Owner Trustee, the form and substance of which confirmation and the identity of such accounting firm shall be satisfactory to the Indenture Trustee, that the Government Obligations deposited for payment of the GP that the Defeasance Pledge was not made Certificates, together with any cash deposited by the Issuer with Owner Trustee, are sufficient to satisfy the intent requirements of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or othersSubsection A hereof; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) the Issuer shall have irrevocably pledged At any time prior to the Bond Trustee for the benefit last day of the Bondholders cash or government obligations acceptable by Prepayment Consideration Period for any Outstanding Series of Term Notes with the Bond Trustee latest Anticipated Repayment Date (such Payment Date, the “Defeasance PledgePayment Date”), the Issuer may obtain the release from all covenants of this Base Indenture relating to ownership and operation of the Network Assets by delivering United States government securities that provide for payments on each Payment Date which replicate the required payments (including any Targeted Amortization Amounts) due under the Transaction Documents with respect to all of the Notes then Outstanding, including the Indenture Trustee Fee and any other amounts due and owing to the Indenture Trustee (in such any of its capacities), Servicing Fees, Other Servicing Fees and any other amounts as will be sufficient due and owing to the Servicer, [***] and any other amounts due and owing to any [***], Workout Fees, the Back-Up Manager Fee and any other amounts due and owing to the Back-Up Manager, if any, through the Defeasance Payment Date for each Series of Notes (including payment in full of the payment principal of principal and interest the Notes on the Outstanding Bonds to Maturity related Defeasance Payment Date; ); provided, that (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (ci) no Event of Default shall have has occurred and be continuing is continuing; (ii) the Issuer shall pay or deliver on the date of establishment such defeasance (the “Defeasance Date”) (a) all interest accrued and unpaid on the Outstanding Class Principal Balance of each Class of Notes to but not including the Defeasance PledgeDate (and, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of if the Defeasance Pledge; Date is not a Payment Date, the interest that would have accrued to but not including the next Payment Date), (db) neither all other sums then due under each Class of Notes and all other Transaction Documents executed in connection therewith, including any costs incurred in connection with such defeasance, and (c) U.S. government securities providing for payments equal to the Scheduled Defeasance Pledge nor Payments; and (iii) a notice shall have been delivered to the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer[***]. In addition, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered deliver to the Bond Trustee a certificate signed by the Chief Financial Officer Servicer on behalf of the GP that Indenture Trustee (1) a security agreement granting the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors Indenture Trustee on behalf of the Issuer or with Secured Parties a first priority perfected security interest in the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have U.S. government securities so delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of by the Issuer, (ii2) an Opinion of Counsel as to the enforceability and perfection of such security interest and (3) a confirmation by an Independent certified public accounting firm that the U.S. government securities so delivered are sufficient to pay all interest due from time to time after the Defeasance Pledge will constitute Date (or if the Defeasance Date is not a validPayment Date, perfected due after the next Payment Date) and enforceable all principal due upon maturity for each Class of Notes, and the Indenture Trustee Fee and any other amounts due and owing to the Indenture Trustee, Servicing Fees, Other Servicing Fees and any other amounts due and owing to the Servicer, Workout Fees, the Back-Up Manager Fee and any other amounts due and owing to the Back-Up Manager, if any. The Issuer, pursuant to the security interest in favour agreement described above, shall authorize and direct that the payments received from the U.S. government securities shall be made directly to the Indenture Trustee and applied to satisfy the obligations of the Bond Issuer under the Notes and the other Transaction Documents. (b) If the Asset Entities will continue to own any material assets other than the U.S. government securities delivered in connection with the defeasance, the Issuer shall establish or designate a special-purpose bankruptcy-remote successor entity acceptable to the Indenture Trustee for (acting at the benefit prior written direction of the BondholdersServicer), with respect to which a substantive non-consolidation Opinion of Counsel reasonably satisfactory to the Indenture Trustee (consistent with the prior non-consolidation Opinion of Counsel most recently delivered to the Indenture Trustee) has been delivered to the Indenture Trustee and (iii) after to transfer to that entity the 181st day following pledged U.S. government securities. The new entity shall assume the establishment obligations of the Defeasance PledgeIssuer under the Notes being defeased and the security agreement and the Obligors and the Guarantor shall be relieved of their obligations in respect thereof under the Transaction Documents. The Issuer shall pay Ten Dollars ($10) to such new entity as consideration for assuming such obligations. (c) If the Issuer satisfies the requirements of Section 2.11(a) to defease the Notes and delivers to the Indenture Trustee an Officer’s Certificate of the Issuer and an Opinion of Counsel in compliance with Section 15.01, the funds Indenture Trustee shall promptly execute, acknowledge and assets so pledged will not deliver to the Obligors a release of the Collateral under the applicable Transaction Documents in recordable form to the extent applicable for such release; provided that the Obligors shall, at their sole expense, prepare any and all documents and instruments necessary to effect such release, all of which shall be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws reasonable approval of the jurisdiction where the Defeasance Pledge was established Indenture Trustee, and the corporate domicile Obligors shall pay all costs reasonably incurred by the Indenture Trustee (including reasonable attorneys’ fees and disbursements) in connection with the review, execution and delivery of the Issuerdocuments and instruments necessary to effect such release.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Bondholders cash or government obligations acceptable accepted by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal (including if applicable premium payable upon exercise of a Call Option) and interest on the Outstanding Bonds to Maturity DateDate (or redemption upon a exercise of a notified Call Option); (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably reasonable acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under hereunder US federal or Norwegian tax lawNorwegian, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledgepledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate articles of association or partnership agreement other corporate documents governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the its Chief Financial Executive Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the its Chief Financial Executive Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that the Defeasance Pledge (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute constitutes a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) will, after the 181st day following the establishment of the Defeasance Pledgeestablishment, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer. 18.2.2 Upon the exercise by the Issuer of its option under Clause 18.2.1; (a) the Issuer shall be released from its obligations under all provisions in Clause 13, except 13.2.1 (a), (e), (h) and (i). (b) the Issuer shall not (and shall ensure that all Group Companies shall not) take any actions that may cause the value of the Security Interest created by this Covenant Defeasance to be reduced, and shall at the request of the Bond Trustee execute, or cause to be executed, such further documentation and perform such other acts as the Bond Trustee may reasonably require in order for the Security Interests to remain valid, enforceable and perfected by the Bond Trustee for the account of the Bondholders; (c) any Guarantor(s) shall be discharged from their obligations under the Guarantee(s), and the Guarantee(s) shall cease to have any legal effect; (d) any Security Interests other than the Defeasance Pledge shall be discharged, and the Bond Trustee shall take all steps reasonably possible for it to cause such discharge to be effected, by way of deletion of the relevant Security Document from the relevant register, notice to third parties or as otherwise required; (e) all other provisions of the Bond Agreement (except (a) — (c) above) shall remain fully in force without any modifications. 18.2.3 All moneys amount covered by the Defeasance Pledge shall be applied by the Bond Trustee, in accordance with the provisions of this Bond Agreement, to the payment to the Bondholders of all sums due to them under this Bond Agreement on the due date thereof. Any excess funds not required for the payment of principal, premium and interest to the Bondholders (including any expenses, fees etc. due to the Bond Trustee hereunder) shall be returned to the Issuer.

Defeasance. 18.2.1 The Issuer mayIn the event that the Borrower wishes to refinance in full prior to the Commitment Termination Date all of the Indebtedness incurred under this Agreement, at then the Borrower may defease its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying in respect of such Letters of Credit by depositing into an account with the following conditions (“Covenant Defeasance”); (a) Administrative Agent, in the Issuer shall have irrevocably pledged to name of the Bond Trustee Administrative Agent and for the benefit of the Bondholders Lenders, an amount in cash or government obligations acceptable equal to 105% of the LC Exposure on such date. Such deposit shall be held by the Bond Trustee (the “Defeasance Pledge”) in such amounts Administrative Agent as will be sufficient collateral for the payment and performance of principal and interest on the Outstanding Bonds to Maturity Date; (b) obligations of the Issuer shallBorrower under this Agreement and, if required by in that connection, the Bond Trustee, provide a legal opinion reasonably acceptable Borrower hereby grants to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee Administrative Agent for the benefit of the Bondholders, Lenders a security interest in such account (and (iiiin all funds and other assets held in such account) after as collateral security for the 181st day following the establishment obligations of the Defeasance PledgeBorrower in respect of such LC Exposure. The Administrative Agent shall have exclusive dominion and control, including the funds exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and assets so pledged will sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be subject applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the effects of any applicable bankruptcyextent not so applied, insolvency, reorganization or similar laws affecting creditors rights generally under shall be held for the laws satisfaction of the jurisdiction where the Defeasance Pledge was established and the corporate domicile reimbursement obligations of the IssuerBorrower for the LC Exposure at such time. Such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all outstanding Letters of Credit have expired or terminated and all LC Exposure paid in full.

Defeasance. 18.2.1 The Issuer mayNotwithstanding anything to the contrary in this Indenture, at its option and at unless otherwise specified in any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”);Indenture Supplement: (a) The Transferor may at its option be discharged from its obligations hereunder with respect to any Series or all outstanding Series (each, a "Defeased Series") on the Issuer shall have irrevocably pledged date the applicable conditions set forth in Section 11.04(c) are satisfied (a "Defeasance"); provided, however, that the following rights, obligations, powers, duties and immunities will survive with respect to each Defeased Series until otherwise terminated or discharged hereunder: (i) the Bond Trustee for the benefit rights of the Bondholders cash or government obligations acceptable by Holders of Notes of the Bond Trustee (Defeased Series to receive, solely from the “Defeasance Pledge”) trust funds provided for in such amounts as will be sufficient for the payment Section 11.04(c), payments in respect of principal and interest on and principal of such Notes when such payments are due; (ii) the Outstanding Bonds Transferor's obligations with respect to Maturity Date;such Notes under Sections 2.05 and 2.06; (iii) the rights, powers, trusts, duties, and immunities of the Indenture Trustee, the Paying Agent and the Registrar hereunder; and (iv) this Section. (b) Subject to Section 11.04(c), the Issuer shallTransferor at its option may cause Collections allocated to each Defeased Series and available to purchase additional Receivables to be applied to purchase Eligible Investments rather than additional Receivables. (c) The following conditions must be satisfied prior to any Defeasance under Section 11.04(a): (i) the Transferor irrevocably has deposited or caused to be deposited with the Indenture Trustee (such deposit to be made from other than the Transferor's or any Affiliate of the Transferor's funds), if required by under the Bond terms of an irrevocable trust agreement in form and substance satisfactory to the Indenture Trustee, provide a legal opinion reasonably acceptable as trust funds in trust in an amount sufficient to pay and discharge (without relying on income or gain from reinvestment of such amount) all accrued and all remaining scheduled interest and principal payments on all outstanding Notes of each Defeased Series on the dates scheduled for such payments in this Indenture and the related Indenture Supplements and all amounts owing to the Bond Series Enhancers with respect to each Defeased Series. The Transferor will make these amounts available in cash or Eligible Investments or a combination thereof. The Indenture Trustee will apply all such amounts to pay and discharge the amounts specified above; (ii) a statement from a firm of nationally recognized independent public accountants (who may also render other services to the Transferor) to the effect that such deposit is sufficient to pay the Bondholders will not recognize income, gain or loss for income tax purposes amounts specified in clause (under US federal or Norwegian tax law, if applicablei) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurredabove; (ciii) no Event prior to its first exercise of Default shall have occurred its right pursuant to this Section with respect to a Defeased Series to substitute money or Eligible Investments for Receivables, the Transferor has delivered to the Indenture Trustee an Opinion of Counsel (the preparation and delivery of which will not be continuing on at the date of establishment expense of the Defeasance PledgeIndenture Trustee) to the effect that (1) for federal income tax purposes, or insofar as Events the deposit and termination of Default from bankruptcy or insolvency events are concerned, at any time obligations will not result in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors portion of the Issuer, (ii) the Defeasance Pledge will constitute to be treated as an association, or publicly traded partnership, taxable as a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholderscorporation, and (iii2) after the 181st day following deposit and termination 56 of obligations will not result in the establishment Issuer being required to register as an "investment company" within the meaning of the Defeasance Pledge, Investment Company Act; (iv) the funds and assets so pledged will not be subject Transferor has delivered to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws Indenture Trustee an Officer's Certificate of the jurisdiction where Transferor stating that the Defeasance Pledge was established Transferor reasonably believes that such deposit and termination of obligations will not, based on the corporate domicile facts known to such officer at the time of such certification, then cause an Early Amortization Event with respect to any Series or any event that, with the Issuergiving of notice or the lapse of time, would result in the occurrence of an Early Amortization Event with respect to any Series; and (v) the Rating Agency Condition has been satisfied with respect to each other Outstanding Series.

Defeasance. 18.2.1 The Issuer mayIf the District shall pay or cause to be paid, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”);or there shall (a) by paying or causing to be paid the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Bondholders cash or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal of, premium, if any, and interest on such Bond or Parity Bond, as and when the Outstanding Bonds to Maturity Datesame become due and payable; (b) by depositing with the Issuer shallTrustee, in trust, at or before maturity, money which, together with the amounts then on deposit in the Special Tax Fund and available for such purpose, is fully sufficient to pay the principal of, premium, if required any, and interest on such Bond or Parity Bond, as and when the same shall become due and payable; or (c) by depositing with the Trustee or another escrow bank appointed by the District, in trust, Federal Securities, in which the District may lawfully invest its money, in such amount as will be sufficient, together with the interest to accrue thereon and moneys then on deposit in the Special Tax Fund and available for such purpose, together with the interest to accrue thereon, to pay and discharge the principal of, premium, if any, and interest on such Bond Trusteeor Parity Bond, provide as and when the same shall become due and payable. If paid as provided above, then, at the election of the District, and notwithstanding that any Outstanding Bonds and Parity Bonds shall not have been surrendered for payment, all obligations of the District under this Indenture and any Supplemental Indenture with respect to such Bond or Parity Bond shall cease and terminate, except for the obligation of the Trustee to pay or cause to be paid to the Owners of any such Bond or Parity Bond not so surrendered and paid, all sums due thereon and except for the covenants of the District contained in Section 5.2(f) or any covenants in a legal opinion reasonably Supplemental Indenture relating to compliance with the Code. Notice of such election shall be filed with the Trustee not less than ten days prior to the proposed defeasance date, or such shorter period of time as may be acceptable to the Trustee. In connection with a defeasance under (c) above, there shall be provided to the District a verification report from an independent nationally recognized certified public accountant stating its opinion as to the sufficiency of the moneys or securities deposited with the Trustee or the escrow bank to pay and discharge the principal of, premium, if any, and interest on all Outstanding Bonds and Parity Bonds to be defeased in accordance with this Section, as and when the same shall become due and payable, and an opinion of Bond Trustee Counsel (which may rely upon the opinion of the certified public accountant) to the effect that the Bondholders will not recognize incomeBonds or Parity Bonds being defeased have been legally defeased in accordance with this Indenture and any applicable Supplemental Indenture. Upon a defeasance, gain or loss for income tax purposes (under US federal or Norwegian tax lawthe Trustee, if applicable) as a result upon request of the Defeasance Pledge District, shall release the rights of the Owners of such Bonds and Covenant DefeasanceParity Bonds which have been defeased under this Indenture and any Supplemental Indenture and execute and deliver to the District all such instruments as may be desirable to evidence such release, discharge and will be subject satisfaction. In the case of a defeasance hereunder of all Outstanding Bonds and Parity Bonds, the Trustee shall pay over or deliver to such income tax the District any funds held by the Trustee at the time of a defeasance, which are not required for the purpose of paying and discharging the principal of or interest on the same amount Bonds and Parity Bonds when due. The Trustee shall, at the written direction of the District, mail, first class, postage prepaid, a notice to the Bondowners whose Bonds or Parity Bonds have been defeased, in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed form directed by the Chief Financial Officer of the GP District, stating that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuerdefeasance has occurred.

Defeasance. 18.2.1 The Issuer mayWhen principal or Redemption Price (as the case may be) of, at its option and at any timeinterest on, elect to all Bonds issued hereunder have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) the Issuer shall have irrevocably pledged to the Bond Trustee been paid, or provision has been made for the benefit payment of the Bondholders cash same when due in the manner described in this Section 1201, whether at maturity or government obligations acceptable upon redemption, acceleration, or otherwise, together with all other sums payable hereunder or under the Loan Agreement, the right, title and interest of the Trustee shall thereupon cease (except with respect to moneys or securities held by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient hereunder for the payment of the principal or Redemption Price (as the case may be) of, and interest on, the Bonds and other amounts) and the Trustee, on written demand of the Outstanding Authority, shall release the lien of this Indenture and shall execute documents to evidence such release as may be reasonably required by the Authority, shall surrender the Series 2007 Note to the Borrower and shall turn over to the Borrower or to such person, body or authority as may be entitled to receive the same all balances then held by it hereunder. Provision for the payment of Bonds shall be deemed to Maturity Date; have been made upon the delivery to the Trustee of (i) cash in an amount which, when added to any other moneys held by the Trustee and available for such payment, would be sufficient to make all payments specified above, or (ii) Government Obligations which are non callable prior to the stated maturity thereof and having stated maturities arranged so that the principal of and interest becoming due and payable on such Government Obligations will, under any and all circumstances (and without further investment or reinvestment of either the principal amount thereof or the interest earned thereon), be sufficient (as confirmed by a nationally recognized firm of public accountants) to make all such payments, or (iii) any combination of such cash and such Government Obligations the amounts of which and interest thereon, when due, are or will be, in the aggregate, sufficient to make all such payments, and in each case, the delivery to the Trustee of (a) an opinion of Bond Counsel to the effect that such defeasance is permitted under this Section 1201 and (b) the Issuer shall, if required an opinion of Counsel selected by the Bond Trustee, provide a legal opinion Trustee and reasonably acceptable to the Bond Borrower as to such other matters as the Trustee may reasonably request. Neither the obligations nor moneys deposited with the Trustee pursuant to this Section shall be withdrawn or used for any purpose other than, and shall be segregated and held in trust for the payment of the principal of, Redemption Price and interest on said Bonds. The release of the obligations of the Authority under this Section 1201 shall not affect the obligations of the Borrower to make direct payments to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, Authority or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered Trustee pursuant to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the IssuerLoan Agreement.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Bondholders cash or government obligations acceptable accepted by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal Principal (including if applicable premium payable upon exercise of a Call Option) and interest on the Outstanding Bonds to Maturity DateDate (or redemption upon a exercise of a notified Call Option); (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably reasonable acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under hereunder US federal or Norwegian tax lawNorwegian, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledgepledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate articles of association or partnership agreement other corporate documents governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the its Chief Financial Executive Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the its Chief Financial Executive Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that the Defeasance Pledge (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute constitutes a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) will, after the 181st day following the establishment of the Defeasance Pledgeestablishment, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer. 18.2.2 Upon the exercise by the Issuer of its option under Clause 18.2.1; (a) the Issuer shall be released from its obligations under all provisions in Clause 13, except 13.2.1 (a), (e), (h) and (i). (b) the Issuer shall not (and shall ensure that all Group Companies shall not) take any actions that may cause the value of the security interest created by this Covenant Defeasance to be reduced, and shall at the request of the Bond Trustee execute, or cause to be executed, such further documentation and perform such other acts as the Bond Trustee may reasonably require in order for the security interests to remain valid, enforceable and perfected by the Bond Trustee for the account of the Bondholders; (c) all other provisions of the Bond Agreement (except (a) — (b) above) shall remain fully in force without any modifications. 18.2.3 All moneys amount covered by the Defeasance Pledge shall be applied by the Bond Trustee, in accordance with the provisions of this Bond Agreement, to the payment to the Bondholders of all sums due to them under this Bond Agreement on the due date thereof. Any excess funds not required for the payment of principal, premium and interest to the Bondholders (including any expenses, fees etc. due to the Bond Trustee hereunder) shall be returned to the Issuer.

Defeasance. 18.2.1 The If the Bonds are in an Interest Mode other than a Weekly Mode or Monthly Mode and if the Issuer may, at its option and at shall pay or provide for the payment (other than by the Credit Enhancer) of any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with Bond or Bonds Outstanding in any one or more of the following conditions (“Covenant Defeasance”);ways: (a) by paying or causing to be paid, from Available Moneys, the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit principal of the Bondholders cash or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”including redemption premium, if any) in such amounts as will be sufficient for the payment of principal and interest on such Bonds, as and when the Outstanding Bonds to Maturity Datesame become due and payable; (b) by depositing with the Issuer shallTrustee, in trust and irrevocably setting aside exclusively for such payment, at or before maturity, Available Moneys in an amount sufficient to pay or redeem (when redeemable) Bonds (including the payment of redemption premium, if required by the Bond Trusteeany, provide a legal opinion reasonably acceptable and interest payable on such Bonds to the Bond Trustee to the effect maturity or redemption date thereof), provided that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax lawsuch moneys, if applicable) as a result invested, shall be invested in Government Securities which are not subject to redemption and payment prior to maturity except at the option of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same holder thereof ("Non-Callable Government Securities") in an amount and in with maturities, without consideration of any income or increment to accrue thereon, sufficient to pay or redeem (when redeemable) and discharge the same manner and indebtedness on such Bonds at or before their respective maturity dates, to pay the same times interest thereon as would have been the case if the Defeasance Pledge had not occurredit comes due; (c) no Event of Default shall have occurred and be continuing on by delivering to the date of establishment of the Defeasance PledgeTrustee, or insofar as Events of Default from bankruptcy or insolvency events are concernedfor cancellation by it, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge;such Bonds; or (d) neither by depositing with the Defeasance Pledge nor Trustee, in trust, Non-Callable Government Securities acquired with Available Moneys in such amounts as are certified to the Covenant Defeasance results in a breach Trustee to be fully sufficient, together with other Available Moneys deposited therein and together with the income or violation increment to accrue thereon, without consideration of any material agreement reinvestment thereof, to pay or instrument binding redeem (when redeemable) and discharge the indebtedness on such Bonds at or before their respective maturity dates, to pay the interest thereon as it comes due; then such Bond or Bonds shall be deemed to be paid within the meaning of this Article and shall cease to be entitled to any lien, benefit or security under this Indenture, except for the purposes of any such payment from such moneys or Government Securities and except for the purposes of registration, transfer and exchange of such Bonds. If all the Bonds are not to be redeemed within 30 days, the Trustee shall mail, as soon as practicable, in the manner prescribed by Article IV hereof, a notice to the owners of such Bonds that the deposit required by (b) or (d) above has been made with the Trustee and that said Bonds are deemed to have been paid in accordance with this Article and stating the maturity or redemption date upon which moneys are to be available for the Issuerpayment of the principal of or redemption price, if applicable, on said Bonds as specified in (b) or (d) above. Notwithstanding the certificate foregoing, in the case of association the Bonds which by their terms may be redeemed prior to the stated maturities thereof, no deposit under clauses (b) or partnership agreement governing (d) of the Issuer; immediately preceding paragraph shall be deemed a payment of such Bonds as aforesaid until, as to all such Bonds which are to be redeemed prior to their respective stated maturities and as to Bonds subject to interest rate adjustment prior to maturity which shall be redeemed prior to the next Interest Adjustment Date, proper notice of such redemption shall have been given in accordance with Article IV of this Indenture or irrevocable instructions shall have been given to the Trustee to give such notice at the time when such notice may be given pursuant to the provisions of this Indenture. Notwithstanding any provisions of any other Section of this Indenture which may be contrary to the provisions of this Section, all Available Moneys or Non-Callable Government Securities or other investments acceptable to the Credit Enhancer set aside and held in trust pursuant to the provisions of this Section for the payment of Bonds (eincluding redemption premium thereon, if any, and interest) shall be applied to and used solely for the payment of the particular Bonds (including redemption premium thereon, if any, and interest) with respect to which such Available Moneys and Non-Callable Government Securities or other investments acceptable to the Credit Enhancer have been so set aside in trust. The Issuer may at any time surrender to the Trustee for cancellation by it any Bond previously authenticated and delivered which the Issuer shall may have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over acquired in any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholdersmanner whatsoever, and (iii) after the 181st day following the establishment of the Defeasance Pledgesuch Bonds, the funds upon such surrender and assets so pledged will not cancellation, shall be subject deemed to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established be paid and the corporate domicile of the Issuerretired.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) With respect to a release of the Issuer Lien of this Mortgage pursuant to Section 38(c) hereof other than in connection with a total repayment on the Maturity Date (each, a "Defeasance"), the Mortgagor shall have irrevocably pledged deposit Defeasance Collateral in accordance with subsection (B) below to the Bond Trustee for Defeasance Collateral Account. In no event shall the benefit deliverance of Defeasance Collateral cause the Bondholders cash or government Mortgagor to be released from its obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment to make payments of principal and interest on the Outstanding Bonds to Maturity Date;Note. (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) The Defeasance shall be permitted at such time as a result all of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default following events shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge;occurred: (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject shall occur after the earlier to any rights occur of creditors (1) the second (2nd) anniversary of the Issuerdate of the Securitization and (2) the October 16, 2000; (ii) the Defeasance Pledge Collateral Account shall have been established pursuant to Section 47 hereof; (iii) Mortgagor shall have delivered or caused to have been delivered to Mortgagee the Defeasance Collateral for deposit into the Defeasance Collateral Account such that it will constitute satisfy the Total Defeasance Collateral Requirement with respect to a validrelease of the Properties at the time of delivery and all such Defeasance Collateral, if in registered form, shall be registered in the name of Mortgagee or its nominee (and, if registered in nominee name endorsed to Mortgagee or in blank) and, if issued in book-entry form, the name of Mortgagee or its nominee shall appear as the owner of such securities on the books of the Federal Reserve Bank or other party maintaining such book-entry system; (iv) Mortgagor shall have granted or caused to have been granted to Mortgagee a valid perfected and enforceable first priority security interest in favour the Defeasance Collateral and all proceeds thereof; (v) Mortgagor shall have delivered or caused to be delivered to Mortgagee an Officers' Certificate, dated as of the Bond Trustee for date of such delivery (x) that sets forth the benefit aggregate face amount or unpaid principal amount, interest rate and maturity of all such Defeasance Collateral, a copy of the Bondholderstransaction journal, if any, or such other notification, if any, published by or on behalf of the Federal Reserve Bank or other party maintaining a book-entry system advising that Mortgagee or its nominee is the owner of such securities issued in book-entry form, and (iiiy) after to the 181st day following effect that states that: (A) Mortgagor owns the establishment Defeasance Collateral being delivered to Mortgagee free and clear of any and all Liens, security interests or other encumbrances, and has not assigned any interest or participation therein (or, if any such interest or participation has been assigned, it has been released), and Mortgagor has full power and authority to pledge such Defeasance Collateral to Mortgagee; (B) such Defeasance Collateral consists solely of Defeasance Eligible Investments; (C) such Defeasance Collateral satisfies the Total Defeasance Collateral Requirement, or the Minimum Defeasance Collateral Requirement (for a Partial Release), as the case may be, determined as of the date of delivery; (D) the Defeasance Pledgecontemplated hereby will not give rise to an Event of Default; and (E) the information set forth in the schedule attached to such Officers' Certificate is correct and complete as of the date of delivery (such schedule, which shall be attached to and form a part of such Officers' Certificate, shall demonstrate satisfaction of the funds requirement set forth in clause (C) above, in a form reasonably acceptable to Mortgagee); (vi) Mortgagor shall have delivered or caused to be delivered to Mortgagee (A) the Required Opinion with respect to Mortgagee's interest in such Defeasance Collateral, (B) a Tax Opinion, (C) if the Mortgage Loan at such time is included in a REMIC, a Nondisqualification Opinion, and assets so pledged (D) an additional Opinion of Counsel, to the effect that Mortgagee will not be subject required to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally be registered under the laws Investment Company Act as a result of such Defeasance, and (E) an Opinion of Counsel that Mortgagee has been granted a first priority perfected security interest in the Defeasance Collateral; (vii) Mortgagor shall have delivered or caused to be delivered to Mortgagee a certificate, acceptable to Mortgagee, from an independent certified public accountant confirming that Mortgagor has satisfied the provisions of this Section 46(b); (viii) Mortgagee shall have received from each of the jurisdiction where Rating Agencies written affirmation that the current credit ratings of the securities secured by a pledge of the Note immediately prior to such defeasance will not be qualified, downgraded or withdrawn as a result of such defeasance, which affirmation may be granted or withheld in the Rating Agencies' sole and absolute discretion; and (ix) Mortgagor shall have delivered or caused to be delivered to Mortgagee such other documents and certificates as Mortgagee may reasonably request in 90 96 connection with demonstrating that Mortgagor has satisfied the provisions of this Section 46(b). (c) For purposes of determining whether sufficient amounts are on deposit in the Defeasance Pledge was established Collateral Account, there shall be included only payments of principal and predetermined and certain income thereon (determined without regard to any reinvestment of such amounts) that will occur on a stated date for a stated payment on or before the corporate domicile dates when such amounts may be required to be applied to pay the principal and interest when due on the Note through and including the Reset Date (as defined in the Note) together with the outstanding principal balance of the IssuerNote as of the Reset Date.

Defeasance. 18.2.1 The Issuer mayExcept as provided below, the Company will be deemed to have paid and will be discharged from any and all obligations in respect of the Securities of any series and the provisions of this Indenture will no longer be in effect with respect to the Securities of such series (and the Trustee, at its option and at any timethe expense of the Company, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with shall execute proper instruments acknowledging the same); PROVIDED that the following conditions (“Covenant Defeasance”);shall have been satisfied: (ai) the Issuer shall have Company has irrevocably pledged to deposited in trust with the Bond Trustee as trust funds solely for the benefit of the Bondholders cash or government obligations acceptable by Holders of the Bond Trustee (the “Defeasance Pledge”) in Securities of such amounts as will be sufficient series, for the payment of principal the Principal of and interest on the Outstanding Bonds Securities of such series, money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to Maturity Datethe Trustee) without consideration of any reinvestment and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay and discharge the Principal of and accrued interest on the outstanding Securities of such series to maturity or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be; (bii) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound; (iii) no Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit; (iv) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable Company shall have delivered to the Bond Trustee (1) either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Bondholders Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, Company's exercise of its option under this Section 8.2 and will be subject to such federal income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge such deposit and defeasance had not occurred; occurred or (cy) no Event an Opinion of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered Counsel to the Bond Trustee same effect as the ruling described in clause (x) above and based upon a certificate signed by the Chief Financial Officer change in law and (2) an Opinion of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel Counsel to the effect that the Holders of the Securities of such series have a valid security interest in the trust funds subject to no prior liens under the UCC; and (v) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for Covenant Defeasance herein relating to the defeasance contemplated by this Section 8.2 of the Securities of such series have been complied with; . The Company's obligations in Sections 2.2 through 2.12, 4.2, 7.7, 7.8 and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject 8.5 with respect to the effects Securities of any applicable bankruptcysuch series shall survive until such Securities are no longer outstanding. Thereafter, insolvency, reorganization or similar laws affecting creditors rights generally under only the laws of the jurisdiction where the Defeasance Pledge was established Company's obligations in Sections 7.7 and the corporate domicile of the Issuer8.5 shall survive.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) If the Issuer Corporation shall pay or cause to be paid to the Registered Owners of the Notes, the principal or Redemption Price and interest to become due thereon at the times and in the manner stipulated in the Notes and in this Indenture, and pay or cause to be paid (i) to each Indenture Agent its fees, costs and expenses, (ii) to each Credit Facility Provider and each Liquidity Facility Provider all amounts owing under each Credit Facility, each Liquidity Facility and each Reimbursement Agreement relating thereto, (iii) to each Surety Provider all amounts owing under the agreement relating its Debt Service Reserve Policy, (iv) to each Remarketing Agent all amounts owing under each remarketing agreement and (v) to each party to any Interest Rate Exchange Agreement all amounts owing to it, then the pledge of the Trust Estate, including any Revenues, Recoveries of Principal and other moneys, securities, funds and property hereby pledged and all other rights granted hereby shall be discharged and satisfied. In such event, the Trustee shall, upon the request of the Corporation, execute and deliver to the Corporation all such instruments as may be desirable to evidence such discharge and satisfaction and the Indenture Agents shall pay over or deliver to the Corporation all moneys or securities held by them pursuant to this Indenture which are not required for the payment of Notes not theretofore surrendered for such payment. (b) Except as otherwise provided in any Supplemental Indenture, all Notes shall, prior to the maturity or Redemption Date thereof, be deemed to have been paid and no longer Outstanding if (i) in case any of said Notes are to be redeemed on any date prior to their maturity, the Corporation shall have irrevocably pledged given to the Bond Trustee in form satisfactory to it irrevocable instructions to mail as provided in Article VI hereof notice of redemption on said date, (ii) there shall have been deposited with the Trustee either moneys (which shall be Eligible Funds to the extent any Liquidity Facility or Credit Facility other than a bond insurance policy is in effect for such Notes) in an amount which shall be sufficient, or noncallable and nonprepayable Governmental Obligations (including any Governmental Obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America) (which Governmental Obligations shall have been purchased with Eligible Funds to the extent any Liquidity Facility or Credit Facility other than a bond insurance policy is in effect for such Notes) the principal of and the interest on which when due, without reinvestment, will provide moneys which together with the moneys, if any, deposited with the Trustee at the same time, shall be sufficient to pay when due the principal of and interest to become due on such Notes on and prior to the Redemption Date or maturity date thereof, as the case may be, verified as to sufficiency by a report of an Accountant, and (iii) in the event said Notes are not by their terms subject to redemption within the next succeeding 60 days, the Corporation shall have given the Trustee in form satisfactory to it irrevocable instructions to mail, as soon as practicable, a notice to the Registered Owners of such Notes that the deposit required by clause (ii) above has been made with the Trustee and that said Notes are deemed to have been paid in accordance with this Section and stating such maturity or Redemption Date upon which moneys are to be available for the payment of the principal or Redemption Price, if any, on said Notes. In the event the Notes are Adjustable Rate Notes, for periods in which the interest rate has not been determined, a rate equal to the maximum rate such Notes may bear shall be assumed. Neither Governmental Obligations or moneys deposited with the Trustee pursuant to this Section nor principal or interest payments on any such Governmental Obligations shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal of or Redemption Price, if any, and interest on said Notes; but any cash received from such principal or interest payments on such Governmental Obligations deposited with the Trustee, if not then needed for such purpose, shall, to the extent practicable, be reinvested in Governmental Obligations maturing at times and in amounts sufficient to pay when due the principal or Redemption Price, if any, and interest to become due on said Notes on and prior to such maturity date thereof, as the case may be, and interest earned from such reinvestments shall, as contemplated by a report of an Accountant verifying continued sufficiency, be paid over to the Corporation, as received by the Trustee, free and clear of any trust, lien or pledge; provided, however, that such reinvestment may be effected only upon receipt by the Trustee of an approving Opinion of Counsel. The Trustee shall deposit the moneys to be set aside for payment of the Redemption Price of the Notes hereunder in a separate redemption account or pursuant to a separate escrow agreement, if the Corporation so designates, and shall use the money for the purpose of reimbursing each Credit Facility Provider for a drawing on its Credit Facility. The Trustee shall not terminate the Credit Facility or release the money in the redemption account until the Notes have been redeemed in full with either a drawing on the Credit Facility or the moneys in the redemption account. (c) The deposit required by paragraph (b) above may be made with respect to any Series of Notes, or a portion thereof, within any particular maturity, in which case such maturity of Notes shall no longer be deemed to be Outstanding under the terms of this Indenture, and the Registered Owners of such defeased Notes shall be secured only by such trust funds and not by any other part of the Trust Estate, and this Indenture shall remain in full force and effect to protect the interests of the Registered Owners of Notes remaining Outstanding thereafter. Notwithstanding the foregoing and paragraph (b) above and the definition of "Registered Owner," the provisions of this Indenture relating to optional purchases with respect to Adjustable Rate Notes and to payment, registration, transfer and redemption of Notes shall remain in effect until final maturity or the Redemption Date of the Notes. (d) In addition to the foregoing provisions of this Section, Notes or interest installments for the payment of which moneys shall have been set aside and shall be held in trust by the Indenture Agents (through deposit by the Corporation of funds for such payment or otherwise) shall, upon maturity or upon the Redemption Date established therefor, be deemed to have been paid and no longer Outstanding. Should any of the Notes not be presented for payment when due, the Trustee shall retain from any moneys transferred to it for the purpose of paying said Notes so due, for the benefit of the Bondholders cash or government obligations acceptable Registered Owners thereof, a sum of money sufficient to pay such Notes when the same are presented by the Bond Registered Owners thereof for payment (upon which sum the Trustee (shall not be required to pay interest). All liability of the “Defeasance Pledge”) in Corporation to the Registered Owners of such Notes and all rights of such Registered Owners against the Corporation under the Notes or under the Indenture shall thereupon be and become limited to amounts on deposit with the Trustee and set aside for such payment, and the sole right of such Registered Owners shall thereafter be against such deposit. The Trustee shall bear no duty or liability to the Registered Owners of such nonpresented Notes other than to disburse funds from such deposit upon presentation of the appropriate Note. If any Note shall not be presented for payment within the period of six years following its maturity, the Trustee shall, to the extent permitted by law, turn over the money theretofore held by it for payment of such Note to the Corporation, provided, however, that such amounts as will shall not be sufficient for so transferred until at least one year after the payment final maturity date of principal and interest on the Outstanding Bonds to Maturity Date;Notes of the related Series. (be) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge From and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment payment in full of all Notes Outstanding, the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer Corporation shall have delivered the right to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer receive payments with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered respect to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the IssuerFinanced Student Loans.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) If the principal, Redemption Price, if any, and interest due or to become due on the Notes shall be paid at the times and in the manner stipulated therein, and if all other sums of money due or to become due according to the provisions hereof shall be paid or provision for payment shall be made as provided herein, then these presents and the Trust Estate and rights hereby granted shall cease, terminate and be void, whereupon the Trustee shall cancel and discharge the lien of this Trust Indenture and execute and deliver to the Issuer such instruments in writing as shall be requisite to cancel and discharge the lien hereof and all surplus in, and balances remaining in, all funds and accounts, other than moneys held for the redemption or payment of Notes, shall be delivered to the Issuer. (b) Any Notes shall be deemed to be paid within the meaning of this Article when payment of the principal of and Redemption Price, if any, on such Notes, plus interest thereon to the due date thereof (whether such due date be by reason of maturity or upon redemption as provided in this Trust Indenture, or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided by irrevocably pledged depositing with the Trustee, in trust and irrevocably set aside exclusively for such payment (A) moneys sufficient to the Bond Trustee for the benefit of the Bondholders cash or government obligations acceptable make such payment and/or (B) Defeasance Securities verified by an independent certified public accountant selected by the Bond Trustee (the “Defeasance Pledge”) Issuer as to principal and interest in such amounts and at such times as will provide sufficient moneys to make such payment, and all necessary and proper fees and expenses of the Trustee pertaining to the Notes with respect to which such deposit is made. Except as hereafter provided, neither the Defeasance Securities nor any moneys so deposited with the Trustee nor any moneys received by the Trustee on account of principal of or Redemption Price, if applicable, or interest on said Defeasance Securities shall be sufficient withdrawn or used for any purpose other than, and all such moneys shall be held in trust for and be applied to, the payment, when due, of the principal of or Redemption Price, if applicable, of the Notes or Notes for the payment or redemption of which they were deposited and the interest accruing thereon to the date of maturity or redemption; provided, however, new Defeasance Securities and moneys may be substituted for the deposited Defeasance Securities and moneys if the new Defeasance Securities and moneys are sufficient to pay the principal of or Redemption Price, if applicable, and interest on the refunded Notes or Notes as verified by an independent certified public accounting firm. At such time as the Notes shall be deemed to be paid hereunder as aforesaid such Notes shall no longer be deemed to be Outstanding Bonds to Maturity Date; (b) the Issuer shall, if required hereunder and shall no longer be secured by the Bond Trustee, provide a legal opinion reasonably acceptable or entitled to the Bond Trustee benefits of this Trust Indenture and the Collateral Agreement, except for the purposes of any such payment from such moneys or Defeasance Securities. Notwithstanding the foregoing, the provisions of this Trust Indenture relating to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result maturity of the Defeasance Pledge Notes, interest payments and Covenant DefeasanceInterest Payment Dates, redemption provisions, exchange, transfer and registration of Notes, replacement of mutilated, destroyed, lost or stolen Notes, the safekeeping and cancellation of Notes, non-presentment of Notes, the holding of moneys in trust, and will the duties of the Trustee in connection with all of the foregoing, remain in effect and shall be subject to such income tax on binding upon the same amount Trustee and in the same manner Owners notwithstanding the release and at discharge of the same times as would have been the case if the Defeasance Pledge had not occurred;lien of this Trust Indenture. (c) no Event of Default If Notes for which Defeasance Securities have been set aside are to be called for redemption, irrevocable instructions to call the Notes for redemption shall have occurred and be continuing on given by the date of establishment of Issuer to the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge;Trustee. (d) neither the The Trustee, within thirty (30) days after any Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer Securities shall have delivered to the Bond Trustee been deposited with it, shall cause a certificate notice, signed by the Chief Financial Officer of the GP that the Trustee, to be mailed, postage prepaid, to all Owners for which Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance Securities have been complied with; and that set aside, setting forth (i) the Defeasance Pledge will not be subject to any rights of creditors date or dates, if any, designated for the redemption of the IssuerNotes, (ii) a description of the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the BondholdersSecurities so held by it, and (iii) after that such Notes have been defeased as provided in this Trust Indenture. (e) Notwithstanding the 181st day following the establishment satisfaction and discharge of the Defeasance Pledgethis Trust Indenture, the funds provisions of Section 6.07, 9.02, 12.02 and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the IssuerSection 13.02 hereof shall survive.

Defeasance. 18.2.1 The Issuer mayIf, at its option and at when the Bonds, or any timeSeries, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) the Issuer maturity or portion thereof secured hereby shall have irrevocably pledged become due and payable in accordance with their terms or otherwise as provided in this Trust Agreement or shall have been duly called for redemption or irrevocable instructions to call such Bonds for redemption shall have been given by the Authority to the Bond Trustee for Trustee, the benefit whole amount of the Bondholders cash principal and the interest and the premium, if any, so due and payable upon such Bonds shall be paid, or government obligations acceptable sufficient moneys shall be held in trust or in escrow by the Bond Trustee (or the “Defeasance Pledge”) in such amounts as will be sufficient Paying Agents and irrevocably set aside for the payment or redemption of principal such Bonds which, when invested in direct obligations of the United States of America or other securities so designated by Supplemental Trust Agreement for such Bonds, maturing not later than the maturity or designated redemption dates of such principal, interest and redemption premiums, if any, will, together with the income realized on such investments, be sufficient to pay all such principal, interest and redemption premiums, if any, on such Bonds at their scheduled due dates, maturity dates and optional or mandatory redemption dates, then such Bonds shall be deemed paid and no longer be deemed Outstanding for purposes of this Trust Agreement, all liabilities of the Authority to the holders of such Bonds shall cease, terminate and be completely discharged and extinguished, and such Holders shall be entitled to payment of such Bonds solely from moneys and securities so deposited.‌ If all Bonds Outstanding hereunder shall be deemed paid pursuant to the foregoing provisions and provisions shall also be made for paying all Qualified Hedge Payments, Reimbursement Obligations and Derivative Non-Scheduled Payments in accordance with their terms and all other sums payable hereunder by the Authority, then and in that case the right, title and interest of the Trustee shall thereupon cease, determine and become void, and the Trustee in such case, on demand of the Outstanding Bonds Authority, shall release this Trust Agreement and shall execute such documents to Maturity Date; (b) the Issuer shall, if evidence such release as may be reasonably required by the Bond TrusteeAuthority, provide a legal opinion reasonably acceptable and shall turn over to the Bond Trustee Authority, or such officer, board or body as may then be entitled by law to receive the effect that the Bondholders will not recognize incomesame, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and any surplus in any account in the same manner Sinking Fund and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time all balances remaining in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors funds or accounts other than moneys held for redemption or payment of the Issuer or with the intent of defeatingBonds; otherwise this Trust Agreement, hinderingshall be, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP continue and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; remain in full force and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuereffect.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) When the principal or redemption price (as the case may be) of, and interest on all Bonds issued hereunder have been paid, including without limitation the purchase price for Bonds tendered under Section 2.2 hereof, or provision has been made for payment of the same, together with the compensation of the Trustee and all other sums payable hereunder by the Issuer, the right, title and interest of the Trustee and the Credit Facility Trustee in and to the Trust Estate and the security interests shall thereupon cease, and the Trustee and the Credit Facility Trustee, on written demand of the Issuer, shall release this Indenture and the security interests and shall execute such documents to evidence such release as may be reasonably required by the Issuer and shall turn over to the Company or to such person, body or authority as may be entitled to receive the same all balances then held by the Trustee or the Credit Facility Trustee hereunder; provided, that, if any payments have been received by the Trustee or the Credit Facility Trustee derived from draws by the Credit Facility Trustee under the Credit Facility in connection with such release, such balances shall be paid to the Credit Facility Issuer to the extent of such payments. If payment or provision therefor is made with respect to less than all of the Bonds, the particular Bonds (or portion thereof) for which provision for payment shall have been considered made shall be selected by lot by the Trustee and thereupon the Trustee shall take similar action for the release of this Indenture with respect to such Bonds. Notwithstanding anything to the contrary contained herein, Bonds purchased at the option of the owners thereof with moneys held by the Trustee pursuant to this Article XIV shall not be remarketed but shall be canceled by the Trustee. (b) Provision for the payment of Bonds shall be deemed to have been made when the Trustee holds in the Bond Fund, in trust and irrevocably set aside exclusively for such payment, (1) moneys sufficient to make such payment provided that if a Credit Facility is then held by the Trustee or the Credit Facility Trustee, such moneys shall constitute Available Moneys or (2) noncallable Governmental Obligations maturing as to principal and interest in such amounts and at such times as will provide sufficient moneys without reinvestment to make such payment, and provided, that if a Credit Facility is then held by the Credit Facility Trustee, such Governmental Obligations shall have been on deposit with the Trustee in a separate and segregated account for a period of three hundred sixty-six (366) days during and prior to which no Event of Bankruptcy has occurred or which Governmental Obligations were purchased with Available Moneys. (c) No Bonds in respect of which a deposit under subsection (b) above has been made shall be deemed paid within the meaning of this Article unless the Trustee is satisfied that the amounts deposited are sufficient to make all payments that might become due on the Bonds, including purchase price payments for Bonds tendered at the option of the owners or purchased by the Company in lieu of redemption, if any. Notwithstanding the foregoing, no delivery to the Trustee under this subsection (c) shall be deemed a payment of any Bonds which are to be redeemed prior to their stated maturity until such Bonds shall have been irrevocably called or designated for redemption on a date thereafter on which such Bonds may be redeemed in accordance with the provisions of this Indenture or the Issuer shall have irrevocably pledged given the Trustee, in form satisfactory to the Bond Trustee, irrevocable instructions to give notice of redemption. Neither the obligations nor moneys deposited with the Trustee pursuant to this Section shall be withdrawn or used for any purpose other than, and shall be segregated and held in trust for, the benefit payment of the Bondholders cash principal of, redemption price of, purchase price if applicable of, and interest on the Bonds with respect to which such deposit has been made. In the event that such moneys or government obligations acceptable by are to be applied to the Bond payment of principal or redemption price of any Bonds more than sixty (60) days following the deposit thereof with the Trustee, the Trustee (shall mail a notice stating that such moneys or obligations have been deposited and identifying the “Defeasance Pledge”) in such amounts as will be sufficient Bonds for the payment of principal and interest which such moneys or obligations are being held to all owners of such Bonds at their addresses shown on the Outstanding Bonds to Maturity Date; (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge;Register. (d) neither Anything in Article XIV to the Defeasance Pledge nor contrary notwithstanding, if moneys or Governmental Obligations have been deposited or set aside with the Covenant Defeasance results in a breach Trustee pursuant to this Article for the payment of the principal or violation redemption price, including purchase price if applicable, of any material agreement the Bonds and the interest thereon and such moneys or instrument binding upon Governmental Obligations do not constitute Available Moneys, no amendment to the Issuer, or provisions of this Article shall be made without the certificate consent of association or partnership agreement governing the Issuer;owner of each of the Bonds affected thereby. (e) Notwithstanding the Issuer shall have delivered foregoing, those provisions relating to the purchase of Bonds upon the demand of any Bondholders, the maturity of Bonds, interest payments and dates thereof, and the dates, premiums and notice requirements for optional and mandatory redemption or purchase and the Trustee's remedies with respect thereto, and provisions relating to exchange, transfer and registration of Bonds, replacement of mutilated, destroyed, lost or stolen Bonds, the safekeeping and cancellation of Bonds, non-presentment of Bonds, the holding of moneys in trust and repayments to the Company or the Credit Facility Issuer from the Bond Trustee a certificate signed by Fund and the Chief Financial Officer duties of the GP that the Defeasance Pledge was not made by the Issuer Trustee in connection with the intent of preferring the Bondholders over any other creditors all of the Issuer or with foregoing and the intent of defeatingfees, hindering, delaying or defrauding any other creditors expenses and indemnities of the Issuer or others; (f) Trustee and the Issuer Credit Facility Trustee, shall have delivered to remain in effect and shall be binding upon the Bond Trustee any certificate or legal opinion reasonably required regarding Trustee, the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of Credit Facility Trustee, the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected Company and enforceable security interest in favour the Bondholders notwithstanding the release and discharge of the Bond Trustee for the benefit lien of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuerthis Indenture.

Defeasance. 18.2.1 The Issuer mayWhen the principal of, at its option and at premium (if any) ---------- and interest on, all Bonds issued hereunder have been paid, or provision has been made for payment of the same and any timetender purchase price which may become payable pursuant to Article IV, elect to have certain obligations discharged (see Clause 18.2.2) upon complying together with the following conditions (“Covenant Defeasance”); (a) compensation and expenses of the Trustee and all other sums payable hereunder by the Issuer shall or the Borrower have irrevocably pledged been paid or provision has been made for such payment, the right, title and interest of the Trustee in and to the Bond Trustee for Trust Estate shall thereupon cease and the benefit Trustee, on the written demand of the Bondholders cash Issuer or government obligations acceptable the Borrower, shall release this Indenture and shall execute such documents to evidence such release as may be reasonably required by the Bond Trustee (Issuer or the “Defeasance Pledge”) in Borrower and shall turn over to the Borrower or to such amounts Person as will may be sufficient entitled to receive the same all balances then held by it hereunder not required for the payment of principal the Bonds and interest on such other sums and shall surrender the Outstanding Letter of Credit to the Bank; provided that (a) any proceeds of the Letter of Credit not required for payment of the Bonds shall be turned over to Maturity Date; the Bank and (b) in the Issuer shall, if required by event there has been a drawing under the Bond Trustee, provide a legal opinion reasonably acceptable Letter of Credit for which the Bank has not been fully reimbursed pursuant to the Bond Trustee Reimbursement Agreement or any other obligations are then due and owing to the effect that Bank under the Bondholders will not recognize incomeReimbursement Agreement, gain the Trustee shall assign and turn over to the Bank, as successor, subrogee or loss for income tax purposes (under US federal or Norwegian tax lawotherwise, if applicable) as a result all of the Defeasance Pledge Trustee's right, title and Covenant Defeasanceinterest under this Indenture, all balances held hereunder (excluding the Rebate Fund) not required for the payment of the Bonds and such other sums and the Trustee's right, title and interest in, to and under the Financing Agreement and any other property comprising the Trust Estate. If payment or provision therefor is made with respect to less than all of the Bonds, the particular Bonds (or portions thereof) for which provision for payment shall have been considered made shall be selected by lot or by such other method as the Trustee deems fair and appropriate, and will be subject thereupon the Trustee shall take similar action for the release of this Indenture with respect to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the IssuerBonds.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged One or more Issuers may effect a defeasance (see Clause 18.2.2) upon complying with the following conditions (a “Covenant Defeasance”); (a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Bondholders cash or Notes by obtaining the release from all covenants of the Indenture relating to ownership and operation of the Properties, by delivering United States government obligations acceptable by securities providing for payments that replicate the Bond Trustee required payments with respect to each Class of Notes then outstanding on each Payment Date (the “Defeasance PledgeCollateral”) in ), including Indenture Trustee Fees, Workout Fees, Property Management Fees, Emergency Property Expenses, Liquidation Fees, Special Servicing Fees and Extraordinary Expenses and any other amounts due and owing to the Property Managers, the Special Servicers, the Back-up Manager or the Indenture Trustee, if any, through and including the first Payment Date on which each such amounts as will Class Notes could be sufficient for the prepaid without payment of any Make Whole Amounts (including payment in full of principal of such Class of Notes on such Payment Date). Any Defeasance is subject to the satisfaction of the Rating Condition and the following conditions: (i) such Defeasance shall occur on a Payment Date, and the applicable Issuers shall provide not less than ten (10) days prior written notice to the Indenture Trustee, the Property Managers and the Special Servicers of the Payment Date upon which it intends to effect a Defeasance hereunder (the “Defeasance Date”); (ii) all accrued and unpaid interest and all other sums due on the Outstanding Bonds Notes up to Maturity the Defeasance Date shall be paid in full on or prior to the Defeasance Date; ; (biii) the Issuer shallapplicable Issuers shall execute and deliver to the Indenture Trustee any and all certificates, if required opinions, documents or instruments reasonably requested by the Bond TrusteeIndenture Trustee in connection with such Defeasance, provide including, without limitation, a legal opinion pledge and security agreement reasonably acceptable satisfactory to the Bond Indenture Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as creating a result of first priority lien on the Defeasance Pledge Collateral; and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (eiv) the Issuer applicable Issuers shall have delivered to the Bond Indenture Trustee a certificate signed by reasonably satisfactory to the Chief Financial Officer of the GP Indenture Trustee certifying that the Defeasance Pledge was not made by Collateral shall generate monthly amounts sufficient to make the Issuer with payments described in the intent first sentence of preferring the Bondholders over this section. The Indenture Trustee shall make any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered notice provided to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel it pursuant to the effect that all conditions for Covenant Defeasance have been complied with; and that clause (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject immediately prior sentence available to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the IssuerNoteholders.

Defeasance. 18.2.1 If the Issuer shall pay or cause to be paid to the Owner of any Bond secured hereby the principal of, and premium, if any, and interest due and payable, and thereafter to become due and payable, upon such Bond or any portion of such Bond in an Authorized Denomination thereof, such Bond or portion thereof shall cease to be entitled to any lien, benefit or security under this Indenture. If the Issuer shall pay or cause to be paid the principal of, and premium if any, and interest due and payable on, all Outstanding Bonds, and thereafter to become due and payable thereon, and shall pay or cause to be paid all other sums payable hereunder by the Issuer, including any necessary and proper fees, compensation and expenses of the Trustee and the Registrar, then, and in that case, the right, title and interest of the Trustee in and to the Trust Estate shall thereupon cease, terminate and become void. In such event, the Trustee shall assign, transfer and turn over the Trust Estate to the Company and any surplus in the Bond Fund and any balance remaining in any other fund created under this Indenture shall be paid to the Company upon the request of an Authorized Company Representative, other than any unclaimed moneys held pursuant to Section 5.04. The Issuer mayTrustee may conclusively rely on certificates of the Registrar as to the amount of any fees, at its option expenses and at other amounts owing to it. All or any timeportion of Bonds (in Authorized Denominations) shall, elect prior to the maturity or redemption date thereof, be deemed to have certain obligations discharged (see Clause 18.2.2) upon complying with been paid within the following conditions (“Covenant Defeasance”);meaning of this Article VII and for all purposes of this Indenture when: (a) in the Issuer event said Bonds or portions thereof have been selected for redemption in accordance with Section 3.04 hereof, the Trustee shall have irrevocably pledged given, or the Company shall have given to the Bond Trustee for in form satisfactory to the benefit Trustee irrevocable instructions to give, on a date in accordance with the provisions of the Bondholders cash Section 3.05 hereof, notice of redemption of such Bonds or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal and interest on the Outstanding Bonds to Maturity Dateportions thereof; (b) there shall have been deposited with the Issuer shallTrustee moneys in an amount sufficient (without relying on any investment income), in the opinion of a firm of nationally recognized certified public accountants, to pay when due the principal of, and premium, if required any, and interest due and to become due (which amount of interest to become due shall be calculated at the actual rate borne by the Bond Trustee, provide a legal opinion reasonably acceptable such Bonds) on said Bonds or portions thereof on and prior to the Bond Trustee to the effect that the Bondholders will not recognize incomeredemption date or maturity date thereof, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurredmay be; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending event said Bonds or portions thereof do not mature and are not to be redeemed within the next succeeding 60 days, the Company on the 181st day after the date behalf of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered given the Trustee in form satisfactory to it irrevocable instructions to give, as soon as practicable in the same manner as a notice of redemption is given pursuant to Section 3.05 hereof, and a notice to the Bond Owners of said Bonds or portions thereof that the deposit required by clause (b) above has been made with, and the opinion required by clause (b) above has been delivered to, the Trustee a certificate signed by and that said Bonds or portions thereof are deemed to have been paid in accordance with this Article VII and stating the Chief Financial Officer maturity date or redemption date upon which moneys are to be available for the payment of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholdersprincipal of, and (iii) after the 181st day following the establishment of the Defeasance Pledgepremium, the funds if any, and assets so pledged will not be subject to the effects of any applicable bankruptcyinterest on, insolvency, reorganization said Bonds or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer.portions thereof; and

Defeasance. 18.2.1 The Except as provided below, the Issuer maywill be deemed to have paid and will be discharged from any and all obligations in respect of the Securities of any series and the provisions of this Indenture and the Cable Guarantees will no longer be in effect with respect to the Securities of such series (and the Trustee, at its option the expense of the Issuer, shall execute instruments in form and at any time, elect substance satisfactory to have certain obligations discharged (see Clause 18.2.2) upon complying with the Issuer and the Trustee acknowledging the same); provided that the following conditions shall have been satisfied: (“Covenant Defeasance”i) the Issuer has irrevocably deposited in trust with the Trustee as trust funds specifically pledged as security for, and dedicated solely to, Holders of the Securities of such series, for payment of the Principal of and interest on the Securities of such series, money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) without consideration of any reinvestment and after payment of all Federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay and discharge the Principal of and accrued interest on the outstanding Securities of such series to maturity or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be; (aii) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture, the Cable Guarantees or any other material agreement or instrument to which the Issuer is a party or by which it is bound; (iii) no default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit; (iv) the Issuer shall have irrevocably pledged delivered to the Bond Trustee for the benefit of the Bondholders cash or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”1) in such amounts as will be sufficient for the payment of principal and interest on the Outstanding Bonds to Maturity Date; either (bx) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable ruling directed to the Bond Trustee received from the Internal Revenue Service to the effect that the Bondholders Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, Issuer's exercise of its option under this Section 9.02 and will be subject to such federal income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge such deposit and defeasance had not occurred; occurred or (cy) no Event an Opinion of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered Counsel to the Bond Trustee same effect as the ruling described in clause (x) above and based upon a certificate signed by the Chief Financial Officer change in law and (2) an Opinion of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel Counsel to the effect that the Holders of the Securities of such series have a valid security interest in the trust funds subject to no prior liens under the UCC; and (v) the Issuer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for Covenant Defeasance herein relating to the defeasance contemplated by this Section 9.02 of the Securities of such series have been complied with; . The Issuer's obligations in Sections 2.03 through 2.11, 3.02, 5.06, 5.09 and that (i) 9.05 with respect to the Defeasance Pledge will not be subject to any rights Securities of creditors of such series shall survive until such Securities are no longer outstanding. Thereafter, only the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected 's obligations in Sections 5.06 and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer9.05 shall survive.

Defeasance. 18.2.1 The (A) If the Issuer mayshall pay or cause to be paid, or there shall be otherwise paid or provision for payment made to or for the Bondholders the principal, premium, if any, and interest due or to become due thereon at the times and in the manner stipulated therein, and if the Issuer shall keep, perform and observe all the covenants and promises in the Bonds and in this Indenture expressed as to be kept, performed and observed by it or on its option part, and at shall pay or cause to be paid to the Trustee all sums of money due or to become due according to the provisions hereof, then this Indenture and the lien, rights and interests created hereby shall cease, determine and become null and void (except as to any timesurviving rights of payment, elect registration, transfer or exchange of Bonds herein provided for), whereupon the Trustee upon written request of an Authorized Issuer Representative shall cancel and discharge this Indenture, and execute and deliver to have certain obligations discharged the Issuer such instruments in writing as shall be requested by an Authorized Issuer Representative and requisite to discharge this Indenture, and release, assign and deliver unto the Issuer any and all the estate, right, title and interest in and to any and all rights assigned or pledged to the Trustee or otherwise subject to this Indenture, except amounts in the Bond Fund required to be paid to the Borrower under Section 6.15 hereof and except moneys or securities held by the Trustee for the payment of the principal of and premium, if any, and interest on, and purchase prices of, the Bonds. Notwithstanding the foregoing, under no circumstances may the Issuer or the Borrower receive any funds derived from a draw on any Letter of Credit, Liquidity Facility, Bond Insurance or moneys held for the payment of particular Bonds. (see Clause 18.2.2B) upon complying with Any Bond or Authorized Denomination thereof shall be deemed to be paid within the following conditions (“Covenant Defeasance”); meaning of this Indenture when (a) payment of the Issuer principal of and premium, if any, on such Bond or Authorized Denomination thereof, plus interest thereon to the due date thereof (whether such due date is by reason of maturity or upon redemption as provided herein) either (i) shall have irrevocably pledged been made or caused to be made in accordance with the terms thereof, (ii) shall have been provided for by depositing, to the extent permitted by the Act, sufficient amounts as described in clause (1), (2), (3) and/or (4) below for such payment with the Trustee, or (iii) in the case of a Bond which bears interest at a Flexible Rate or a Term Rate, shall have been provided for by irrevocably depositing, to the extent permitted by the Act, with the Trustee in trust and irrevocably setting aside exclusively for such payment on such due date (which due date shall be in the case of a Bond bearing interest at a Flexible Rate no later than the Interest Payment Date for the benefit then current Flexible Segment for such Bond and in the case of a Bond bearing interest at a Term Rate no later than the last Interest Payment Date for the then current Term Rate Period for such Bond): (1) cash (insured at all times by the Federal Deposit Insurance Corporation or otherwise collateralized with obligations described in clause (2) following), (2) direct non-callable obligations of (including obligations issued or held in book entry form on the books of) the Department of the Bondholders cash or government obligations acceptable by Treasury of the Bond Trustee (the “Defeasance Pledge”) United States of America maturing as to principal and interest in such amounts amount and at such time as will be insure the availability of sufficient for moneys to make such payment, (3) securities fully and unconditionally guaranteed as to the timely payment of principal and interest on by the Outstanding Bonds United States of America, to Maturity Date;which direct obligation or guarantee the full faith and credit of the United States of America has been pledged; or (4) Refcorp interest strips, CATS, TIGRS, STRPS, or defeased municipal bonds rated AAA by S&P or Aaa by Moody’s; and (b) all necessary and proper fees, compensation and expenses of the Issuer shallTrustee pertaining to any such deposit shall have been paid or the payment thereof provided for to the satisfaction of the Trustee; provided, however, that no Bond shall be deemed paid pursuant to this Article VIII prior to the due date for the payment of principal, premium if required by any, and interest thereon unless there shall have been delivered an opinion of Bond Counsel to the effect that such treatment will not adversely affect the Tax-Exempt status of any Bonds hereunder and will not cause such Bonds to be treated as sold or otherwise disposed of for the purposes of Section 1001 of the Code (or any successor provision), and (c) the Borrower shall cause to be delivered, upon request of the Bond TrusteeInsurer, provide (i) expect in the case of a legal opinion reasonably gross defeasance with cash, in which case the Borrower shall have no such obligation, a report of an independent firm of nationally recognized certified public accountants or such other accountant or financial advisor or financial advisory firm as shall be acceptable to the Bond Trustee Insurer verifying the sufficiency of the escrow established to pay the Bonds in full on the maturity or redemption date, (ii) an escrow deposit agreement (which shall be acceptable in form and substance to the Bond Insurer), and (iii) an opinion of nationally recognized bond counsel to the effect that the Bondholders will not recognize incomeBonds are no longer Outstanding hereunder, gain or loss for income tax purposes and (under US federal or Norwegian tax law, if applicableiv) as a result certificate of discharge of the Defeasance Pledge Trustee with respect to the Bonds, each verification and Covenant Defeasancedefeasance opinion shall be acceptable in form and substance, and will be subject addressed, to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, the Trustee and the Bond Insurer. The Bond Insurer shall be provided with final drafts of the above-referenced documentation prior to the funding of the escrow. The Bonds shall be deemed Outstanding unless and until they are in fact paid and retired or above criteria are met. At such times as a Bond or Authorized Denomination thereof shall be deemed to be paid hereunder, as aforesaid, such Bond or Authorized Denomination thereof shall no longer be secured by or entitled to the certificate benefits of association this Indenture (other than Sections 2.04 and 2.08 hereof in the case of a deposit under clause (a)(iii) above), except for the purposes of any such payment from such moneys or partnership agreement governing the Issuer;government obligations referred to in clause (2) above. (eC) Notwithstanding the Issuer foregoing paragraph, in the case of a Bond or Authorized Denomination thereof which by its terms may be redeemed prior to the stated maturity thereof, no deposit under clause (a)(iii) of the immediately preceding paragraph shall be deemed a payment of such Bond or Authorized Denomination thereof as aforesaid until: (a) proper notice of redemption of such Bond or Authorized Denomination thereof shall have delivered been previously given in accordance with Article III of this Indenture, or in the event said Bond or Authorized Denomination thereof is not to be redeemed within the Bond Trustee a certificate signed by succeeding seventy-five (75) days, until the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer Borrower shall have delivered to given the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors on behalf of the Issuer, in form satisfactory to the Trustee, irrevocable instructions to notify, as soon as practicable, the Owner of such Bond or Authorized Denomination thereof in accordance with Article III hereof, that the deposit required by (iia)(iii) above has been made with the Trustee and that said Bond or Authorized Denomination thereof is deemed to have been paid in accordance with this Article and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of and the applicable premium, if any, on said Bond or Authorized Denomination thereof, plus interest thereon to the due date thereof, or (b) the Defeasance Pledge will constitute a validmaturity of such Bond or Authorized Denomination thereof. (D) Notwithstanding any provision of any other Article of this Indenture which may be contrary to the provisions of this Article, perfected all moneys or government obligations set aside and enforceable security held in trust pursuant to the provisions of this Article for the payment of Bonds or Authorized Denominations thereof (including interest in favour and premium thereon, if any) shall be applied to and used solely for the payment of the particular Bonds or Authorized Denominations thereof (including interest and premium thereon, if any) with respect to which such moneys and government obligations have been so set aside in trust. (E) Notwithstanding anything herein to the contrary, in the event that the principal and/or interest due on the Bonds shall be paid by the Bond Trustee Insurer pursuant to the Bond Insurance, the Bonds shall remain Outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid by the Issuer, and the assignment and pledge of the Trust Estate and all covenants, agreements and other obligations of the Issuer to the registered owners shall continue to exist and shall run to the benefit of the BondholdersBond Insurer, and the Bond Insurer shall be subrogated to the rights of such registered owners. (iiiF) after Anything in Article XI hereof to the 181st day following contrary notwithstanding, if moneys or government obligations have been deposited or set aside with the establishment Trustee pursuant to this Article for the payment of Bonds or Authorized Denominations thereof and the interest and premium, if any, thereon and such Bonds or Authorized Denominations thereof and the interest and premium, if any, thereon shall not have in fact been actually paid in full, no amendment to the provisions of this Article shall be made without the consent of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects Owner of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws each of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the IssuerBonds affected thereby.

Defeasance. 18.2.1 The Issuer may1. If the Authority shall pay or cause to be paid to the SCPCFA, the principal of and interest, if any, to become due thereon, at its the times and in the manner stipulated therein and in this 2015 Bond Resolution, then, at the option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with of the following conditions (“Covenant Defeasance”); (a) the Issuer shall have irrevocably pledged Authority expressed in a certificate signed by an Authority Officer delivered to the Bond Trustee for Trustee, the benefit pledge of the Bondholders cash Revenues and other moneys, securities and funds hereby pledged and the covenants, agreements and other obligations of the Authority to the SCPCFA hereunder shall be discharged and satisfied. In such event, the Trustee shall, upon the request of the Authority expressed in a certificate signed by an Authority Officer delivered to the Trustee, execute and deliver to the Authority all such instruments as may be desirable to evidence such discharge and satisfaction and the Fiduciary shall pay over or government obligations acceptable deliver to the Authority all money or securities held by the them pursuant to this 2015 Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient Resolution which are not required for the payment of Bonds not theretofore surrendered for such payment. 2. Any Bonds appertaining thereto for the payment of which moneys shall have been deposited with the Trustee by or on behalf of the Authority, whether at or prior to the maturity date of the Bonds, shall be deemed to have been paid within the meaning of this Section 9.06. No moneys so deposited with the Trustee shall be withdrawn or used for any purpose other than, and all such moneys shall be held in trust for and be applied to, the payment, when due, of the principal of the Bonds for the payment of which they were deposited and the interest accrued thereon to the date of maturity, excepting only that: (a) any money so held by the Trustee for the payment to the SCPCFA of principal of, or interest on, such Bonds shall be invested by the Trustee, upon receipt of a copy of a resolution of the Authority, certified by the Secretary, authorizing such investment, in such Investment Obligations as the Authority may approve, provided that a principal amount of such Investment Obligations at least equal to the amount of money required for the payment on any future date of the interest on or principal of such Bonds shall mature on or before said future date, and (b) all interest on all such investments shall be paid over to the Authority as received by the Trustee, free and clear of any trust, lien or pledge. 3. As an alternative cumulative to and not excluding the provisions of subsection 2 of this Section 9.06, any Bonds or interest installments appertaining thereto, whether at or prior to the maturity of such Bonds, shall be deemed to have been paid within the meaning of this Section 9.06 if there shall have been deposited with the Trustee by or on behalf of the Authority either moneys in an amount which shall be sufficient, or Investment Obligations the principal of and the interest on which when due will provide moneys which, together with the moneys, if any, deposited with the Trustee at the same time, shall be sufficient, to pay when due the principal and interest due and to become due on said Bonds on and prior to the Outstanding Bonds to Maturity Date; (b) maturity dates thereof. Neither the Issuer shall, if required Investment Obligations or any moneys so deposited with the Trustee nor any moneys received by the Bond TrusteeTrustee on account of principal of or interest on said Investment Obligations shall be withdrawn or used for any purpose other than, provide a legal opinion reasonably acceptable to and all such moneys shall be held in trust for and be applied to, the Bond Trustee to the effect that the Bondholders will not recognize incomepayment, gain or loss for income tax purposes (under US federal or Norwegian tax lawwhen due, if applicable) as a result of the Defeasance Pledge principal of the Bonds for the payments of which they were deposited and Covenant Defeasance, and will be subject the interest accrued thereon to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment maturity. 4. If, through the deposit of moneys by the Authority with the Trustee or otherwise, the Fiduciaries shall hold, pursuant to this 2015 Bond Resolution, moneys sufficient to pay the principal of and interest to maturity on the Bonds, then at the request of the Defeasance PledgeAuthority expressed in a certificate of an Authority Officer delivered to the Trustee, all such moneys so held and, together with other moneys held by it hereunder, shall be held by the Trustee for the payment of the Bonds. 5. Anything in this 2015 Bond Resolution to the contrary notwithstanding, any moneys held by a Fiduciary in trust for the payment and discharge of the Bonds which remain unclaimed for six (6) years after the date when such Bonds have become due and payable, if such moneys were held by the Fiduciary at said date, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day for six (6) years after the date of establishment deposit of such moneys if deposited with the Fiduciary after said date when such Bonds become due and payable, shall, at the written request of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results Authority expressed in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have an Authority Officer delivered to the Bond Trustee a certificate signed be repaid by the Chief Financial Officer Fiduciary to the Authority as its absolute property and free from trust, and the Fiduciary shall thereupon be released and discharged with respect thereto and the SCPCFA shall look only to the Authority for the payment thereof; provided, however, that before being required to make any such payment to the Authority, the Fiduciary shall, at the expense of the GP Authority, cause to be published at least twice, at an interval of not less than seven (7) days between publications, in an Authorized Newspaper, a notice that said moneys remain unclaimed and that, after a date named in said notice, which date shall be not less than thirty (30) days after the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors date of the Issuer or with first publication of such notice, the intent balance of defeatingsuch moneys then unclaimed will be returned to the Authority. 6. For the purposes of this Section 9.06, hindering, delaying or defrauding any other creditors Investment Obligations shall mean only such obligations as are described in clauses (a) and (b) of the Issuer or others; (f) the Issuer definition of "Investment Obligations" provided in Section 1.02 hereof and such obligations shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors redemption prior to their maturity other than at the option of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the IssuerSCPCFA.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) When the principal or redemption price (as the case may be) of, and interest on all Bonds issued hereunder have been paid, including without limitation the purchase price for Bonds tendered under Section 2.2 hereof, or provision has been made for payment of the same, together with the compensation of the Trustee and all other sums payable hereunder by the Issuer, the right, title and interest of the Trustee in and to the Trust Estate and the security interests shall thereupon cease, and the Trustee, on written demand of the Issuer, shall release this Indenture and the security interests and shall execute such documents to evidence such release as may be reasonably required by the Issuer and shall turn over to, or to such person, body or authority as may be entitled to receive the same all balances then held by the Trustee hereunder; provided, that, if any payments have been received by the Trustee derived from draws by the Trustee under the Credit Facility in connection with such release, such balances shall be paid to the Credit Facility Issuer to the extent of such payments. If payment or provision therefor is made with respect to less than all of the Bonds, the particular Bonds (or portion thereof) for which provision for payment shall have been considered made shall be selected by lot by the Trustee and thereupon the Trustee shall take similar action for the release of this Indenture with respect to such Bonds. Notwithstanding anything to the contrary contained herein, Bonds purchased at the option of the owners thereof with moneys held by the Trustee pursuant to this Article 14 shall not be remarketed but shall be canceled by the Trustee. PROVIDED, HOWEVER, THE BONDS ARE NOT SUBJECT TO DEFEASANCE UNDER ARTICLE 14 WHILE THE BONDS BEAR INTEREST AT THE VARIABLE RATE. (b) Provision for the payment of Bonds shall be deemed to have been made when the Trustee holds in the Bond Fund, in trust and irrevocably set aside exclusively for such payment, (1) moneys sufficient to make such payment provided that if a Credit Facility is then held by the Trustee, such moneys shall constitute Available Moneys or (2) noncallable Governmental Obligations maturing as to principal and interest in such amounts and at such times as will provide sufficient moneys without reinvestment to make such payment; provided that if a Credit Facility is then held by the Trustee, such Governmental Obligations shall have been on deposit with the Trustee in a separate and segregated account for a period of one hundred twenty- seven (127) days during and prior to which no Event of Bankruptcy has occurred or which Governmental Obligations were purchased with Available Moneys. (c) No Bonds in respect of which a deposit under subsection (b) above has been made shall be deemed paid within the meaning of this Article unless the Trustee is satisfied that the amounts deposited are sufficient to make all payments that might become due on the Bonds, including purchase price payments for Bonds tendered at the option of the owners or purchased by the Issuer in lieu of redemption, if any. Notwithstanding the foregoing, no delivery to the Trustee under this subsection (c) shall be deemed a payment of any Bonds which are to be redeemed prior to their stated maturity until such Bonds shall have been irrevocably called or designated for redemption on a date thereafter on which such Bonds may be redeemed in accordance with the provisions of this Indenture or the Issuer shall have irrevocably pledged given the Trustee, in form satisfactory to the Bond Trustee, irrevocable instructions to give notice of redemption. Neither the obligations nor moneys deposited with the Trustee pursuant to this Section shall be withdrawn or used for any purpose other than, and shall be segregated and held in trust for, the benefit payment of the Bondholders cash principal of, redemption price of, purchase price if applicable of, and interest on the Bonds with respect to which such deposit has been made. In the event that such moneys or government obligations acceptable by are to be applied to the Bond payment of principal or redemption price of any Bonds more than sixty (60) days following the deposit thereof with the Trustee, the Trustee (shall mail a notice stating that such moneys or obligations have been deposited and identifying the “Defeasance Pledge”) in such amounts as will be sufficient Bonds for the payment of principal and interest which such moneys or obligations are being held to all owners of such Bonds at their addresses shown on the Outstanding Bonds to Maturity Date; (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge;Register. (d) neither Anything in Article 14 to the Defeasance Pledge nor contrary notwithstanding, if moneys or Governmental Obligations have been deposited or set aside with the Covenant Defeasance results in a breach Trustee pursuant to this Article for the payment of the principal or violation redemption price, including purchase price if applicable, of any material agreement the Bonds and the interest thereon and such moneys or instrument binding upon Governmental Obligations do not constitute Available Moneys, no amendment to the Issuer, or provisions of this Article shall be made without the certificate consent of association or partnership agreement governing the Issuer;owner of each of the Bonds affected thereby. (e) Notwithstanding the Issuer shall have delivered foregoing, those provisions relating to the Bond Trustee a certificate signed by purchase of Bonds upon the Chief Financial Officer demand of any Bondholders, the GP that maturity of Bonds, interest payments and dates thereof, and the Defeasance Pledge was not made by dates, premiums and notice requirements for optional and mandatory redemption or purchase and the Issuer Trustee's remedies with respect thereto, and provisions relating to exchange, transfer and registration of Bonds, replacement of mutilated, destroyed, lost or stolen Bonds, the intent safekeeping and cancellation of preferring Bonds, non- presentment of Bonds, the Bondholders over any other creditors holding of moneys in trust and repayments to the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors Credit Facility Issuer from the Bond Fund and the duties of the Issuer or others; (f) Trustee in connection with all of the foregoing and the fees, expenses and indemnities of the Trustee, shall remain in effect and shall be binding upon the Trustee, the Issuer shall have delivered to and the Bond Trustee any certificate or legal opinion reasonably required regarding Bondholders notwithstanding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer release and discharge of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights lien of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuerthis Indenture.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) When the principal or redemption price (as the case may be) of, and interest on, all Bonds issued hereunder have been paid, or provision has been made for payment of the same, together with the compensation of the Trustee and all other sums payable hereunder by the Issuer when provision also shall have irrevocably pledged to the Bond Trustee for the benefit of the Bondholders cash or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient made for the payment of all other sums payable under the Agreement, then, the right, title and interest of the Trustee shall thereupon cease and the Trustee, on demand of the Company on behalf of the Issuer, shall release this Indenture and shall execute such documents to evidence such release as may be reasonably required by the Company on behalf of the Issuer and shall turn over to the Issuer or to such person, body or authority as may be entitled to receive the same all balances then held by it hereunder. If payment or provision therefor is made with respect to less than all of the Bonds, the particular Bonds (or portion thereof) for which provision for payment shall have been considered made shall be selected by lot by the Trustee, and thereupon the Trustee shall take similar action for the release of this Indenture with respect to such Bonds. (b) Provision for the payment of Bonds shall be deemed to have been made when the Trustee holds in the Defeasance Account, in trust and irrevocably set aside exclusively for such payment in the Defeasance Account, (i) moneys sufficient to make such payment and any payment of the purchase price of Bonds pursuant to Section 3.01; provided, that if a Credit Facility is then held by the Trustee, any such moneys necessary for the payment of Bonds not yet due shall constitute Available Moneys and/or (ii) Governmental Obligations maturing as to principal and interest in such amounts and at such times as will provide sufficient moneys (without consideration of any reinvestment thereof) to make such payment and any payment of the purchase price of Bonds pursuant to Section 3.01, and which are not subject to prepayment, redemption or call prior to their stated maturity; provided, that if a Credit Facility is then held by the Trustee, such Governmental Obligations shall have been on deposit with the Trustee in a separate and segregated account for a period of 95 days during which no Event of Bankruptcy has occurred, or shall have been purchased with Available Moneys. No Bonds in respect of which a deposit under clause (i) or (ii) above has been made shall be deemed paid within the meaning of this Article unless the Trustee is satisfied that the amounts deposited are sufficient to make all payments that might become due on the Bonds; provided that notwithstanding any other provision of this Indenture, any Bonds purchased with such moneys pursuant to Section 3.01 shall be surrendered to the Trustee for cancellation and shall not be remarketed. Notwithstanding the foregoing, no delivery to the Trustee under this subsection (b) shall be deemed a payment of any Bonds which are to be redeemed prior to their stated maturity until such Bonds shall have been irrevocably called or designated for redemption on a date thereafter on which such Bonds may be redeemed in accordance with the provisions of this Indenture and proper notice of such redemption shall have been given in accordance with Article VIII or the Issuer following written request of the Company shall have given the Trustee, in form satisfactory to the Trustee, irrevocable instructions to give, in the manner and at the times prescribed by Article VIII, notice of redemption. Neither the obligations nor moneys deposited with the Trustee pursuant to this Section shall be withdrawn or used for any purpose other than, and shall be segregated and held in trust for, the payment of the principal of, redemption price of and interest on the Outstanding Bonds with respect to Maturity Date; (b) which such deposit has been made. In the Issuer shallevent that such moneys or obligations are to be applied to the payment of principal or redemption price of any Bonds more than 60 days following the deposit thereof with the Trustee, the Trustee shall publish once in an Authorized Newspaper a notice stating that such moneys or obligations have been deposited and identifying the Bonds for the payment of which such moneys or obligations are being held and shall mail copies of all such notices to all owners of Bonds for the payment of which such moneys or obligations are being held at their registered addresses and to the Rating Service, if required the Bonds are then rated by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred;Rating Service. (c) no Event of Default shall Anything in Article XIV to the contrary notwithstanding, if moneys or Governmental Obligations have occurred and be continuing on been deposited or set aside with the date of establishment Trustee pursuant to this Article for the payment of the Defeasance Pledge, principal or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment redemption price of the Defeasance Pledge; (d) neither Bonds and the Defeasance Pledge nor interest thereon and the Covenant Defeasance results principal or redemption price of such Bonds and the interest thereon shall not have in a breach fact been actually paid in full, no amendment to the provisions of this Article shall be made without the consent of the owner of each of the Bonds affected thereby. Notwithstanding the foregoing, those provisions relating to the purchase of Bonds, the maturity of Bonds, interest payments and dates thereof, and the Trustee's remedies with respect thereto, and provisions relating to exchange, transfer and registration of Bonds, replacement of mutilated, destroyed, lost or violation stolen Bonds, the safekeeping and cancellation of any material agreement or instrument Bonds, non-presentment of Bonds, the holding of moneys in trust, and repayments to the Issuer from the Bond Fund and the duties of the Trustee in connection with all of the foregoing and the fees, expenses and indemnities of the Trustee, shall remain in effect and shall be binding upon the IssuerTrustee, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) for itself, and the Defeasance Pledge will constitute a valid, perfected Bondholders notwithstanding the release and enforceable security interest in favour discharge of the Bond Trustee for the benefit lien of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuerthis Indenture.

Defeasance. 18.2.1 The Issuer mayshall have the right (the “defeasance option”) to be released from the terms of this Indenture relating to the outstanding Notes of a Series specified by the Issuer in a written notice to the Trustee, and upon receipt of such notice the Trustee shall, at its option the request and at any timeexpense of the Issuer, elect execute and deliver to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”);Issuer such deeds and other instruments as shall be necessary to release the Issuer from the terms of this Indenture relating to the Notes of the Series specified in such notice, subject to the following: (a) the Issuer shall have irrevocably pledged delivered to the Bond Trustee evidence that the Issuer has (i) deposited sufficient funds for payment of all principal, interest and Premium and other amounts due or to become due on the benefit Notes of such Series to the Bondholders cash Stated Maturity thereof; (ii) deposited funds or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient made provision for the payment of principal all remuneration and interest on expenses of the Outstanding Bonds Trustee as provided for hereunder to Maturity Datecarry out its duties under this Indenture in respect of the Notes of such Series; and (iii) deposited funds for the payment of taxes arising with respect to all deposited funds or other provision for payment in respect of the Notes of such Series in each case irrevocably, pursuant to the terms of a trust agreement in form and substance satisfactory to the Issuer and the Trustee, provided that any such taxes are solely a result of the Issuer exercising the defeasance option; (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on result from the date of establishment Issuer’s exercise of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledgedefeasance option; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (ec) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP an Officer’s Certificate stating that the Defeasance Pledge deposit referred to in Section 9.6(a) was not made by the Issuer with the intent of preferring the Bondholders Noteholders over any the other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others;; and (fd) the Issuer shall have delivered to the Bond Trustee any certificate or legal an Officer’s Certificate and an opinion reasonably of Counsel as required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP pursuant to Sections 13.13 and a legal opinion from its legal counsel to the effect 13.14 stating that all conditions precedent provided for Covenant Defeasance or relating to the exercise of such defeasance option have been complied with; . The Issuer shall be deemed to have made due provision for the depositing of funds if it deposits or causes to be deposited with the Trustee under the terms of an irrevocable trust agreement in form and that substance satisfactory to the Issuer and the Trustee (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuereach acting reasonably), (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee solely for the benefit of the BondholdersNoteholders, money or Securities denominated in the currency in which principal is payable constituting direct obligations of Canada or an agency or instrumentality of Canada or a province of Canada whose securities are rated at least AA(low) or AA- by DBRS or S&P, respectively, or their successors, or Authorized Investments, as directed by Issuer, which will be sufficient, in the opinion of a firm of independent chartered accountants or an investment dealer acting reasonably and (iii) after acceptable to the 181st day following Issuer and the establishment Trustee, to provide for payment in full of the Defeasance PledgeNotes and all other amounts from time to time due and owing under this Indenture which pertain to the Notes. The Trustee shall hold in trust all money or Securities deposited with it pursuant to this Section 9.6 and shall apply the deposited money and the money derived from such Securities in accordance with this Indenture to the payment of principal, interest and Premium on the Notes and, as applicable, other amounts. If the Trustee is unable to apply any money or Securities in accordance with this Section 9.6 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the funds Issuer’s obligations under this Indenture and assets so pledged will not the Notes shall be subject revived and reinstated as though no money or Securities had been deposited pursuant to this Section 9.6 until such time as the Trustee is permitted to apply all such money or Securities in accordance with this Section 9.6, provided that if the Issuer has made any payment in respect of principal, interest or Premium on Notes or, as applicable, other amounts because of the reinstatement of its obligations, the Issuer shall be subrogated to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where Noteholders to receive such payment from the Defeasance Pledge was established and money or Securities held by the corporate domicile of the IssuerTrustee.

Defeasance. 18.2.1 The Issuer mayExcept as provided below, the Company will be deemed to have paid and will be discharged from any and all obligations in respect of the Securities of any series and the provisions of this Indenture will no longer be in effect with respect to the Securities of such series (and the Trustee, at its option and at any timethe expense of the Company, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with shall execute proper instruments acknowledging the same); provided that the following conditions (“Covenant Defeasance”);shall have been satisfied: (aA) the Issuer shall have Company has irrevocably pledged to deposited in trust with the Bond Trustee as trust funds solely for the benefit of the Bondholders cash or government obligations acceptable by Holders of the Bond Trustee (the “Defeasance Pledge”) in Securities of such amounts as will be sufficient series, for the payment of principal the Principal of and interest on the Outstanding Bonds Securities of such series, money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to Maturity Datethe Trustee) without consideration of any reinvestment and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay and discharge the Principal of and accrued interest on the outstanding Securities of such series to maturity or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be; 38 (B) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound; (bC) no Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit; (D) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable Company shall have delivered to the Bond Trustee (1) either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Bondholders Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, Company's exercise of its option under this Section 8.02 and will be subject to such federal income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge such deposit and defeasance had not occurred; occurred or (cy) no Event an Opinion of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered Counsel to the Bond Trustee a certificate signed by same effect as the Chief Financial Officer ruling described in clause (x) above and (2) an Opinion of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel Counsel to the effect that the Holders of the Securities of such series have a valid security interest in the trust funds subject to no prior liens under the UCC; and (E) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for Covenant Defeasance herein relating to the defeasance contemplated by this Section 8.02 of the Securities of such series have been complied with; . The Company's obligations in Sections 2.02 through 2.12 , 4.02, 7.07, 7.08 and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject 8.05 with respect to the effects Securities of any applicable bankruptcysuch series shall survive until such Securities are no longer outstanding. Thereafter, insolvency, reorganization or similar laws affecting creditors rights generally under only the laws of the jurisdiction where the Defeasance Pledge was established Company's obligations in Sections 7.07 and the corporate domicile of the Issuer8.05 shall survive.

Defeasance. 18.2.1 The Issuer mayWhen the principal of, at its option and at premium (if any) and interest on, all Bonds issued hereunder have been paid, or provision has been made for payment of the same and any timetender purchase price which may become payable pursuant to Article IV, elect to have certain obligations discharged (see Clause 18.2.2) upon complying together with the following conditions (“Covenant Defeasance”); (a) compensation and expenses of the Trustee and all other sums payable hereunder by the Issuer shall have irrevocably pledged or the Company, the right, title and interest of the Trustee in and to the Bond Trustee for Trust Estate shall thereupon cease and the benefit Trustee, on demand of the Bondholders cash Issuer or government obligations acceptable the Company, shall release this Indenture and shall execute such documents to evidence such release as may be reasonably required by the Bond Trustee (Issuer or the “Defeasance Pledge”) in Company and shall turn over to the Company or to such amounts person, body or authority as will may be sufficient entitled to receive the same all balances then held by it hereunder not required for the payment of principal the Bonds and interest on such other sums and shall surrender the Outstanding Letters of Credit to the Agent for the account of the LC Issuers; provided that (a) any proceeds of the Letters of Credit not required for payment of the Bonds shall be turned over to Maturity Date; the LC Issuers and (b) in the Issuer shall, if required by event there has been a drawing under the Bond Trustee, provide a legal opinion reasonably acceptable Letters of Credit for which the LC Issuers have not been fully reimbursed pursuant to the Bond Trustee Reimbursement Agreement or the Reimbursement Notes or any other obligations are then due and owing to the effect that Agent under the Bondholders will not recognize incomeReimbursement Agreement, gain the Trustee shall assign and turn over to the Agent, as successor, subrogee or loss for income tax purposes (under US federal or Norwegian tax lawotherwise, if applicable) as a result all of the Defeasance Pledge Trustee's right, title and Covenant Defeasanceinterest under this Indenture, all balances held hereunder not required for the payment of the Bonds and such other sums and the Trustee's right, title and interest in, to and under the Lease and any other property comprising the Trust Estate. If payment or provision therefor is made with respect to less than all of the Bonds, the particular Bonds (or portions thereof) for which provision for payment shall have been considered made shall be selected by lot or by such other method as the Trustee deems fair and appropriate, and will be subject thereupon the Trustee shall take similar action for the release of this Indenture with respect to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the IssuerBonds.

Defeasance. 18.2.1 The Issuer Owner Trustee may, at its option and at any time, elect defease the interest of the Indenture Trustee in the Indenture Estate in whole, but not in part, through the deposit with the Defeasance Trustee, in accordance with the provisions of this Section 10.05, of cash and/or Government Obligations; provided, however, that such defeasance shall not be applicable in respect of the Series SWA 1995 Trust N603SW-I Certificates. Such deposit shall be made pursuant to a declaration or other appropriate instrument of trust satisfactory in form and substance to the Defeasance Trustee and the Indenture Trustee; such deposit shall be absolute and irrevocable and the instrument of trust shall expressly provide that the Owner Trustee shall have certain obligations discharged no further title to or interest in or power to direct the use or application of the cash and/or Government Obligations so deposited or any of the proceeds arising therefrom; such instrument shall state that the trust created thereby and the cash and/or Government Obligations deposited pursuant thereto are for the sole and exclusive benefit of the Holders and shall expressly provide that the Defeasance Trustee shall apply such cash and payments of principal and/or interest on such Government Obligations to, and only to, the punctual payment of the principal and interest on the Certificates as and when such payments become due (see Clause 18.2.2) upon complying such declaration or instrument to contain appropriate provisions for the recording of transfers of Certificates and the names and addresses of the Holders); and the Owner Trustee shall agree to pay, as the same shall become due and payable, all fees, costs and charges of the Defeasance Trustee under such instrument of trust, including those which may become payable after the date the conditions hereinbelow specified have been met. Upon compliance with the following conditions, and provided, that no Indenture Event of Default or Indenture Default shall have occurred and be continuing on a date 91 days after the date of the deposit of Government Obligations and/or cash with the Defeasance Trustee as provided in Subsection A below, the Owner Trustee's obligations with respect to the Certificates will be discharged and this Indenture shall terminate as provided in Section 10.01: A. the Owner Trustee shall have deposited with the Defeasance Trustee absolutely and irrevocably (irrespective of whether the conditions (“Covenant Defeasance”in Subsections B, C, D and E of this Section 10.05 have been satisfied); (a1) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Bondholders cash or government obligations acceptable by the Bond Trustee and/or (the “Defeasance Pledge”2) in such amounts as will be sufficient for Government Obligations which through the payment of principal and interest in respect thereof in accordance with their terms, without any reinvestment or further investment of the principal of or interest earned on such Government Obligations, will absolutely and unconditionally provide in any and all circumstances not later than one day before each Payment Date an amount sufficient to pay and discharge the Outstanding Bonds payment of principal and interest to Maturity be due and payable on such Payment Date; (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) B. no Indenture Event of Default or Indenture Default shall have occurred and be continuing on the date of establishment the deposit of the Defeasance Pledge, or insofar cash and/or Government Obligations as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledgecontemplated hereby; (d) neither C. the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer Owner Trustee shall have delivered to the Bond Defeasance Trustee and to the Certificate Holders written confirmation by a certificate signed nationally recognized firm of independent public accountants (other than the accounting firm then serving as Shawmut Bank Connecticut, TRUST INDENTURE AND SECURITY AGREEMENT [N603SW] -48- 55 National Association's or the Owner Participant's regular auditors) selected by the Chief Financial Officer Owner Trustee, the form and substance of which confirmation and the identity of such accounting firm shall be satisfactory to the Indenture Trustee, that the Government Obligations deposited for payment of the GP that the Defeasance Pledge was not made Certificates, together with any cash deposited by the Issuer with Owner Trustee, are sufficient to satisfy the intent requirements of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or othersSubsection A hereof; (f) D. the Issuer Owner Trustee shall have delivered to the Bond Defeasance Trustee, the Indenture Trustee any certificate or legal and the Certificate Holders an opinion reasonably required regarding of counsel in form and substance satisfactory to the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel Indenture Trustee to the effect that all conditions for Covenant Defeasance have been complied with; and that (i1) the trust declaration or other instrument, as the case may be, is legal, valid, binding and enforceable in accordance with its terms for the sole benefit and use of the Holders, is irrevocable and the Government Obligations and/or cash deposited thereunder and the proceeds thereof and therefrom are held by the Defeasance Pledge Trustee thereunder in trust solely for the benefit of the Holders and will not be subject to any rights valid interest, lien, claim or encumbrance of creditors any other Person, including the Owner Trustee or the Owner Participant or any Person claiming by, through, under or in the name or on behalf of the IssuerOwner Trustee or the Owner Participant or any creditor or beneficiary of the Owner Trustee or the Owner Participant, or by any court or trustee in bankruptcy and (ii2) such deposit will not constitute a preferential transfer or a fraudulent conveyance under any bankruptcy or other similar law and shall cover such other matters as the Indenture Trustee may reasonably require in connection with such final deposit and matters relating thereto; E. the Owner Trustee shall have delivered to the Defeasance Pledge will constitute Trustee, the Indenture Trustee and the Certificate Holders an Officers' Certificate and an Opinion of Counsel (1) to the effect that there has been published by the Internal Revenue Service a validruling, perfected and enforceable security interest or (2) since the date of this Agreement that there has been a change in favour or clarification of the Bond Trustee applicable Federal income tax law, in either case to the effect that Holders will not recognize income, gain or loss for the benefit Federal income tax purposes as a result of the Bondholders, exercise by the Owner Trustee of its option under Section 10.01(a)(iii) and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to Federal income tax on the effects same amounts and in the same manner and at the same times, as would have been the case if such option had not been exercised; and F. the Owner Trustee shall have (1) taken such further action and executed such further documents as may be reasonably required by any Holder, the Indenture Trustee or the Defeasance Trustee and (2) delivered to the Defeasance Trustee, the Indenture Trustee and to the Holders a certificate of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws a Responsible Officer of the jurisdiction where Owner Trustee stating that all conditions precedent herein to the Defeasance Pledge was established and the corporate domicile defeasance of the Issuer.Certificates contemplated by this Section 10.05 have been satisfied. The Owner Participant will pay all expenses (including, without limitation, reasonable legal fees) incident to the implementation of the transactions contemplated by this Section 10.05. For the purpose of this Article 10, the following terms have the following definitions:

Defeasance. 18.2.1 The Issuer mayWhen there are in the applicable account within the Debt Service Fund sufficient funds, at its option and at any time, elect to have certain obligations discharged or Government or Equivalent Obligations described in clause (see Clause 18.2.2i) upon complying with the following conditions or (“Covenant Defeasance”); (aii) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Bondholders cash or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”Subsection 102(t) in such amounts principal amounts, bearing interest at such rates and with such maturities as will provide sufficient funds to pay or redeem a series of Bonds in full, and when all other amounts due under the Bond Documents with respect to such series of Bonds have been paid and the rights hereunder and thereunder of the Agency, the Disbursing Agent and the Bondowner have been provided for, upon written notice from the Borrower to the Agency and the Bondowner, the Bondowner shall cease to be sufficient for entitled to any benefit or security with respect to such series of Bonds under this Agreement except that the Bondowner shall have the right to receive payment of principal the funds deposited and interest on held for payment and other rights which by their nature cannot be satisfied prior to or simultaneously with termination of the Outstanding Bonds to Maturity Date; lien hereof (b) including obligations of the Issuer shallBorrower under Sections 306 and 1007), if required by the Bond Trustee, provide a legal opinion reasonably acceptable title to the Bond Trustee Mortgaged Property shall revert to the effect that Borrower, the Bondholders will not recognize income, gain or loss for income tax purposes security interests created by this Agreement (under US federal or Norwegian tax law, if applicableexcept in such funds and investments) as a result of the Defeasance Pledge and Covenant Defeasanceshall terminate, and will the Agency and the Bondowner shall execute and deliver such instruments as may be subject necessary to discharge the lien and security interests created hereunder; provided, however, that if any of such income tax on Bonds are to be redeemed prior to the same amount maturity thereof, the Agency shall have taken all action necessary to redeem such Bonds and in the same manner and at the same times as would notice of such redemption shall have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time duly given in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer accordance with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledgethis Agreement. Upon such defeasance, the funds and assets so pledged will investments required to pay or redeem the Bonds in full shall be irrevocably set aside for that purpose, subject, however, to Section 314 hereof, and moneys held for defeasance shall be invested only as provided above in this section. Any funds or property held by the Disbursing Agent and not required for payment or redemption of the Bonds in full or to pay any other amounts owing under the Bond Documents shall, after satisfaction of all the rights of the Agency and after allowance for any payments required to be subject made pursuant to Section 306, be distributed to the effects of any applicable bankruptcyBorrower upon such indemnification, insolvencyif any, reorganization or similar laws affecting creditors rights generally under as the laws of the jurisdiction where the Defeasance Pledge was established Agency and the corporate domicile of the IssuerDisbursing Agent may reasonably require.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Bondholders cash or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal and interest on the Outstanding Bonds to Maturity Date; (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) Provided no Event of Default shall have occurred and be continuing remain uncured, Borrower shall have the right at any time after the Release Date and prior to the Maturity Date to voluntarily defease all, or any portion of, the entire Loan and obtain a release of the lien of the applicable Security Instrument or Security Instruments (hereinafter, a “Defeasance Event”), subject to the satisfaction of the following conditions precedent: (i) Borrower shall provide Lender not less than thirty (30) days notice (or such shorter period of time if permitted by Lender in its sole discretion) but not more than ninety (90) days notice specifying a date (the “Defeasance Date”) on which the Defeasance Event is to occur; (ii) Unless otherwise agreed to in writing by Lender, Borrower shall pay to Lender (A) all payments of principal and interest due and payable on the date Loan to and including the Defeasance Date (provided, that, if such Defeasance Date is not a Monthly Payment Date, Borrower shall also pay to Lender all payments of establishment principal and interest due on the Loan to and including the next occurring Monthly Payment Date); (B) all other sums, if any, due and payable under the Note, this Agreement, the Security Instruments and the other Loan Documents through and including the Defeasance Date (or, if the Defeasance Date is not a Monthly Payment Date, the next occurring Monthly Payment Date); (C) all escrow, closing, recording, legal, Rating Agency and other fees, costs and expenses paid or incurred by Lender or its agents in connection with the Defeasance Event, the release of the lien of the applicable Security Instrument on the applicable Individual Property, the review of the proposed Defeasance Collateral and the preparation of the Security Agreement, the Defeasance Collateral Account and related documentation; and (D) any revenue, documentary stamp, intangible or other taxes, charges or fees due in connection with the transfer or assumption of the Note or the Defeasance Event; (iii) Borrower shall deposit the Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of Section 2.8(d) hereof; (iv) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Pledge, or insofar as Events Collateral Account and the Defeasance Collateral; (v) In the event only a portion of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on Loan is the 181st day after the date of establishment subject of the Defeasance PledgeEvent, Borrower shall prepare all necessary documents to modify this Agreement and to amend and restate the Note and issue two substitute notes for the Note, one note having a principal balance equal to the defeased portion of the original Note and a maturity date equal to the Maturity Date (the “Defeased Note”) and the other note having a principal balance equal to the undefeased portion of the original Note and a maturity date equal to the Maturity Date (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall have identical terms as the original Note except for the principal balance. A Defeased Note cannot be the subject of any further Defeasance Event. The Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms and provisions of this Section 2.8 (the term “Note”, as used in this clause (v) for such purpose, being deemed to refer to the Undefeased Note that is the subject of further defeasance), provided, however, that no such partial defeasance shall take place unless the conditions outlined in Section 2.9.2 are satisfied; (dvi) neither Borrower shall deliver to Lender (i) an opinion of counsel for Borrower that is standard in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that (A) Lender has a legal and valid perfected first priority security interest in the Defeasance Pledge nor Collateral Account and the Covenant Defeasance results Collateral; (B) if a Securitization has occurred (1) the REMIC Trust formed pursuant to such Securitization and/or any subsequent or prior Securitization of the Loan (or any portion thereof or interest therein) will each not fail to maintain their respective status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the IRS Code as a result of a Defeasance Event pursuant to this Section 2.8 and (2) the Defeasance Event would not (I) constitute a “significant modification” of the Loan within the meaning of Treasury Regulation Section 1.1001-3(b) or (II) cause the Loan to fail to be a “qualified mortgage” within the meaning of Section 860(a)(3)(A) of the IRS Code; (C) the Defeasance Event will not result in a breach deemed exchange for purposes of the IRS Code and will not adversely affect the status of the Note as indebtedness for federal income tax purposes; and (D) delivery of the Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuerapplicable state law; and (ii) a New Non-Consolidation Opinion with respect to Successor Borrower; (evii) the Issuer Borrower shall have delivered deliver to Lender a Rating Agency Confirmation as to the Bond Trustee Defeasance Event; (viii) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.8 have been satisfied; (ix) Borrower shall deliver a certificate signed by the Chief Financial Officer of the GP a nationally recognized public accounting firm acceptable to Lender certifying that the Defeasance Pledge was not made by Collateral will generate monthly amounts equal to or greater than the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others;Scheduled Defeasance Payments; and (fx) the Issuer Borrower shall have delivered to the Bond Trustee any certificate or legal opinion deliver such other certificates, opinions, documents and instruments as Lender may reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuerrequest.

Defeasance. 18.2.1 The Issuer mayIf, at its option and at when the Bonds, or any timeSeries, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) the Issuer maturity or portion thereof secured hereby shall have irrevocably pledged become due and payable in accordance with their terms or otherwise as provided in this Trust Agreement or shall have been duly called for redemption or irrevocable instructions to call such Bonds for redemption shall have been given by the Authority to the Bond Trustee for Trustee, the benefit whole amount of the Bondholders cash principal and the interest and the premium, if any, so due and payable upon such Bonds shall be paid, or government obligations acceptable sufficient moneys shall be held in trust or in escrow by the Bond Trustee (or the “Defeasance Pledge”) in such amounts as will be sufficient Paying Agents and irrevocably set aside for the payment or redemption of principal such Bonds which, when invested in direct obligations of the United States of America or other securities so designated by Supplemental Trust Agreement for such Bonds, maturing not later than the maturity or designated redemption dates of such principal, interest and redemption premiums, if any, will, together with the income realized on such investments, be sufficient to pay all such principal, interest and redemption premiums, if any, on such Bonds at their scheduled due dates, maturity dates and optional or mandatory redemption dates, then such Bonds shall be deemed paid and no longer be deemed Outstanding for purposes of this Trust Agreement, all liabilities of the Authority to the holders of such Bonds shall cease, terminate and be completely discharged and extinguished, and such Holders shall be entitled to payment of such Bonds solely from moneys and securities so deposited. If all Bonds Outstanding hereunder shall be deemed paid pursuant to the foregoing provisions and provisions shall also be made for paying all Qualified Hedge Payments, Reimbursement Obligations and Derivative Non-Scheduled Payments in accordance with their terms and all other sums payable hereunder by the Authority, then and in that case the right, title and interest of the Trustee shall thereupon cease, determine and become void, and the Trustee in such case, on demand of the Outstanding Bonds Authority, shall release this Trust Agreement and shall execute such documents to Maturity Date; (b) the Issuer shall, if evidence such release as may be reasonably required by the Bond TrusteeAuthority, provide a legal opinion reasonably acceptable and shall turn over to the Bond Trustee Authority, or such officer, board or body as may then be entitled by law to receive the effect that the Bondholders will not recognize incomesame, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and any surplus in any account in the same manner Sinking Fund and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time all balances remaining in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors funds or accounts other than moneys held for redemption or payment of the Issuer or with the intent of defeatingBonds; otherwise this Trust Agreement, hinderingshall be, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP continue and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; remain in full force and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuereffect.

Defeasance. 18.2.1 The If and when the Bonds secured hereby shall become due and payable in accordance with their terms or through redemption proceedings as provided in this Indenture, or otherwise, and the whole amount of the principal or Redemption Price, if applicable, and the interest so due and payable upon all of the Bonds shall be paid, or provision shall have been made for the payment of the same, together with all fees and expenses of the Trustee, then and in that case, this Indenture and the lien created hereby shall be discharged and satisfied and the Issuer mayshall be released from the covenants, agreements and obligations of the Issuer contained in this Indenture, and the Trustee shall assign and transfer to or upon the order of the Company (after payment to the Issuer of any amount owed to the Issuer under the Facility Lease Agreement and the Site Lease) all moneys and funds held by the Trustee under this Indenture (in excess of the amounts required for the foregoing) then held by the Trustee free and clear of any encumbrances and shall execute such documents as may be reasonably required by the Company in this regard; provided, however, there shall not be so transferred to the Company any moneys or funds representing the Project Purchase Price which moneys and funds (in excess of the amounts applied to defease the Bonds) shall be paid to the Issuer. Subject to the provisions of the above paragraph, when any of the Bonds shall have been paid and if, at its option and at any timethe time of such payment, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) the Issuer shall have irrevocably pledged kept, performed and observed all the covenants and promises in such Bonds and in this Indenture required or contemplated to be kept, performed and observed by the Issuer or on its part on or prior to that time then this Indenture shall be considered to have been discharged in respect of such Bonds and such Bonds shall cease to be entitled to the Bond Trustee for the benefit lien of this Indenture and such lien and all covenants, agreements and other obligations of the Bondholders cash Issuer hereunder shall cease, terminate, become void and be completely discharged as to such Bonds. Notwithstanding the satisfaction and discharge of this Indenture or government obligations acceptable the discharge of this Indenture in respect of any Bonds, those provisions of this Indenture relating to the maturity of the Bonds, interest payments and dates thereof, exchange and transfer of Bonds, replacement of mutilated, destroyed, lost or stolen Bonds, the safekeeping and cancellation of Bonds, nonpresentment of Bonds, compliance by the Bond Trustee (Issuer of the “Defeasance Pledge”) covenants contained in such amounts as will be sufficient for Section 6.04, the payment right of principal and interest on the Outstanding Bonds to Maturity Date; (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to compensation and indemnification under Section 8.03 and the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result duties of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and Trustee in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment connection with all of the Defeasance Pledgeforegoing, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time shall remain in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument effect and shall be binding upon the Issuer, the Trustee and the Owners of the Bonds and the Trustee shall continue to be obligated to hold in trust any moneys or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed investments then held by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit payment of the Bondholdersprincipal of, Redemption Price and (iii) after interest on the 181st day following Bonds, to pay to the establishment Owners of the Defeasance Pledge, Bonds the funds so held by the Trustee as and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuerwhen such payment becomes due.

Defeasance. 18.2.1 The Issuer Owner Trustee may, at its option and at any time, elect defease the interest of the Indenture Trustee in the Indenture Estate in whole, but not in part, through the deposit with the Defeasance Trustee, in accordance with the provisions of this Section 10.05, of cash and/or Government Obligations; provided, however, that such defeasance shall not be applicable in respect of the Series SWA 1995 Trust N604SW-I Certificates. Such deposit shall be made pursuant to a declaration or other appropriate instrument of trust satisfactory in form and substance to the Defeasance Trustee and the Indenture Trustee; such deposit shall be absolute and irrevocable and the instrument of trust shall expressly provide that the Owner Trustee shall have certain obligations discharged no further title to or interest in or power to direct the use or application of the cash and/or Government Obligations so deposited or any of the proceeds arising therefrom; such instrument shall state that the trust created thereby and the cash and/or Government Obligations deposited pursuant thereto are for the sole and exclusive benefit of the Holders and shall expressly provide that the Defeasance Trustee shall apply such cash and payments of principal and/or interest on such Government Obligations to, and only to, the punctual payment of the principal and interest on the Certificates as and when such payments become due (see Clause 18.2.2) upon complying such declaration or instrument to contain appropriate provisions for the recording of transfers of Certificates and the names and addresses of the Holders); and the Owner Trustee shall agree to pay, as the same shall become due and payable, all fees, costs and charges of the Defeasance Trustee under such instrument of trust, including those which may become payable after the date the conditions hereinbelow specified have been met. Upon compliance with the following conditions, and provided, that no Indenture Event of Default or Indenture Default shall have occurred and be continuing on a date 91 days after the date of the deposit of Government Obligations and/or cash with the Defeasance Trustee as provided in Subsection A below, the Owner Trustee's obligations with respect to the Certificates will be discharged and this Indenture shall terminate as provided in Section 10.01: A. the Owner Trustee shall have deposited with the Defeasance Trustee absolutely and irrevocably (irrespective of whether the conditions (“Covenant Defeasance”in Subsections B, C, D and E of this Section 10.05 have been satisfied); (a1) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Bondholders cash or government obligations acceptable by the Bond Trustee and/or (the “Defeasance Pledge”2) in such amounts as will be sufficient for Government Obligations which through the payment of principal and interest in respect thereof in accordance with their terms, without any reinvestment or further investment of the principal of or interest earned on such Government Obligations, will absolutely and unconditionally provide in any and all circumstances not later than one day before each Payment Date an amount sufficient to pay and discharge the Outstanding Bonds payment of principal and interest to Maturity be due and payable on such Payment Date; (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) B. no Indenture Event of Default or Indenture Default shall have occurred and be continuing on the date of establishment the deposit of cash and/or Government Obligations as contemplated hereby; TRUST INDENTURE AND SECURITY AGREEMENT [N604SW] -48- 55 C. the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer Owner Trustee shall have delivered to the Bond Defeasance Trustee and to the Certificate Holders written confirmation by a certificate signed nationally recognized firm of independent public accountants (other than the accounting firm then serving as Shawmut Bank Connecticut, National Association's or the Owner Participant's regular auditors) selected by the Chief Financial Officer Owner Trustee, the form and substance of which confirmation and the identity of such accounting firm shall be satisfactory to the Indenture Trustee, that the Government Obligations deposited for payment of the GP that the Defeasance Pledge was not made Certificates, together with any cash deposited by the Issuer with Owner Trustee, are sufficient to satisfy the intent requirements of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or othersSubsection A hereof; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer.

Defeasance. 18.2.1 The Issuer may(a) Unless sooner terminated pursuant to paragraph (b) below, this Agreement shall terminate at its option such time as the Guaranteed Obligations have been paid and performed in full and all other obligations of the Guarantor to HPT under this Agreement have been satisfied in full; provided, however, if at any time, elect all or any part of any payment applied on account of the Guaranteed Obligations is or must be rescinded or returned for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of the Tenant), this Agreement, to the extent such payment is or must be rescinded or returned, shall be deemed to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Bondholders cash or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) continued in existence notwithstanding any such amounts as will be sufficient for the payment of principal and interest on the Outstanding Bonds to Maturity Date;termination. (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect Provided that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (cx) no (i) monetary Default, (ii) Default as to which Notice thereof has been given to Tenant or (iii) Event of Default shall have occurred and be continuing on under the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the IssuerLease, (iiy) the Defeasance Pledge will constitute Cash Flow (as defined below) on a valid, perfected and enforceable security interest in favour cumulative basis for a period of the Bond Trustee for the benefit of the Bondholderstwelve (12) full consecutive Accounting Periods equals or exceeds Minimum Rent by fifty percent (50%) with respect to such period, and (iiiz) HPT shall receive a schedule evidencing the foregoing, in form and substance reasonably satisfactory to HPT prepared by a, so-called, "Big-Six" accounting firm or such other certified public accountants as are approved by HPT (such approval not to be unreasonably withheld, delayed or conditioned), this Agreement shall terminate ten (10) Business Days after delivery to HPT of the financial statements described in clause (z) preceding, and HPT shall, within ten (10) Business Days after the 181st day following the establishment written request of the Defeasance PledgeGuarantor, confirm such termination by executing a release of the funds Guarantor from all obligations and assets so pledged will not be subject liabilities arising under this Agreement subsequent to the effects of release date and returning any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws unapplied balance of the jurisdiction where Guaranty Retained Funds (as hereinafter defined) to the Defeasance Pledge was established Guarantor, together with any accrued and the corporate domicile of the Issuerunpaid interest thereon.

Defeasance. 18.2.1 The Issuer mayAny provision hereof to the contrary notwithstanding, at any time during the Defeasance Period (as defined below), Borrower may obtain a release of the Mortgaged Property from the lien of the Security Instruments in whole but not in part only upon the satisfaction of the following conditions: (i) not less than thirty (30) days prior written notice shall be given to Lender specifying a date (the "Defeasance Date") on which the Defeasance Collateral (as defined below) is to be delivered, such date being the first day of the month; (ii) all accrued and unpaid interest and all other sums due under this Note, the Security Instruments and the Other Security Documents up to the Defeasance Date, including, without limitation, all reasonable costs and expenses incurred by Lender or its option agents in connection with such defeasance, including, without limitation, any legal fees and at any timeexpenses incurred in connection with obtaining and reviewing the Defeasance Collateral, elect the preparation of the Defeasance Security Agreement (as defined below) and related documentation, accountant fees, and investment advisor fees, all of which shall be paid in full on or prior to have certain obligations discharged the Defeasance Date; (see Clause 18.2.2iii) upon complying no Event of Default, and no event or condition that, with the giving of notice or passage of time or both, would constitute an Event of Default, shall exist either at the time Borrower gives notice of the Defeasance Date to Lender or on the Defeasance Date; (iv) Borrower shall deliver to Lender on or before the Defeasance Date direct, non-callable obligations of the United States of America in such form and amount that MCF 415 Promissory Note Last revised 7/5/05 provide for the payments prior, but as close as possible, to all successive regularly scheduled monthly payment dates, including the Maturity Date, with such payments being equal to or greater than the amount of the corresponding monthly payment required to be paid under this Note (hereafter, "Scheduled Defeasance Payments") for the balance of the term hereof and the amount required to be paid on the Maturity Date (such obligations are collectively and singularly referred to herein as "Defeasance Collateral") each of which shall be duly endorsed by the holder thereof as directed by Lender or accompanied by a written ▇▇▇▇▇▇ment of transfer in form and substance wholly satisfactory to Lender (including, without limitation, such instrument as may be required by the depository institution holding such securities or the issuer thereof, as the case may be, to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to perfect a first priority security interest in such Defeasance Collateral in favor of Lender. The Defeasance Collateral may be purchased by Lender on Borrower's behalf, in ▇▇▇▇h case Borrower shall deposit with Lender at least three days before the Defeasance Date a sum sufficient, in Lender's sole and absolute dis▇▇▇▇▇▇n, to purchase the Defeasance Collateral. Any sums in excess of the amount necessary to purchase the Defeasance Collateral shall be remitted to Borrower upon release of the Mortgaged Property. (v) Borrower shall deliver the following conditions to Lender, at Borrower's cost, on or prior t▇ ▇▇▇ ▇▇feasance Date: (“Covenant Defeasance”A) a pledge and security agreement, in form and substance satisfactory to Lender in its sole discretion, creating a first priority security interest in favor of Lender in the Defeasance ▇▇▇▇▇▇eral (the "Defeasance Security Agreement"); (aB) a certificate of Borrower certifying that all of the Issuer shall requirements hereunder for a defeasance have irrevocably pledged been satisfied; (C) an opinion of counsel in form and substance and delivered by counsel satisfactory to Lender in its sole discretion stating, among other things, (x) that Lender has a perfected first priori▇▇ ▇▇▇urity interest in the Defeasance Collateral, (y) that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms and (z) that the defeasance will not cause the entity which holds this Note to fail to qualify as a "real estate mortgage investment conduit" (a "REMIC"), within the meaning of Section 860D of the Internal Revenue Code of 1986, as amended from time to time or any successor statute (the "Code"); (D) an opinion of an independent certified public accountant acceptable to Lender representing and warranting to Lender that the Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments including the amount required to be paid on the Maturity Date of this Note, and such other approvals required by Lender; (E) evidence in writing from each of the Rating Agencies to the Bond Trustee effect that such release will not result in a qualification, downgrade or withdrawal of any rating in effect immediately prior to the Defeasance Date for any securities or "Pass-Through Certificates" issued pursuant to the benefit terms of a trust and servicing agreement in the event that this Note or any interest therein is included in a REMIC or other securitization vehicle; MCF 415 Promissory Note Last revised 7/5/05 (F) such other certificates, opinions, documents or instruments as Lender may reasonably require; (G) upon approval by Lender of the Bondholders cash or government obligations acceptable schedule of Defeasance Collateral to be delivered to Lender, Borrower shall (i) pay Lender a nonrefundable fee, in an amount reasonably determined by Lender, as compensation f▇▇ ▇▇▇ review, analysis and processing of the defeasance request; and (ii) if required by Lender, deposit with Lender an amou▇▇ estimated by Lender to be sufficient to fund all other fees, costs and expenses related to the defeasance, including Lender's reasonable attorneys' fees and expenses and rating agency fees, if any and expenses together with all expenses and costs associated with the release of the lien on the Mortgaged Property. Borrower shall be responsible for all fees, costs and expenses associated with the defeasance which, if not covered by the Bond Trustee (above deposit, shall be paid to Lender no later than the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal and interest on the Outstanding Bonds to Maturity Date; (bH) written approval from the Issuer shall, if required Rating Agencies of the defeasance; and (I) a newly issued non-consolidation opinion in form and substance and issued by the Bond Trustee, provide a legal opinion reasonably counsel acceptable to Lender and the Bond Trustee Rating Age▇▇▇▇▇. Upon compliance with the foregoing requirements relating to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result delivery of the Defeasance Pledge Collateral, the Mortgaged Property shall be released from the lien of the Security Instruments and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default Collateral shall have occurred constitute collateral which shall secure this Note and be continuing on the date of establishment Debt. No partial Defeasance of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer Mortgaged Property shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuerpermitted.

Defeasance. 18.2.1 If the Authority shall pay or cause to be paid to the Owner of any Bond secured hereby the principal of, and premium, if any, and interest due and payable, and thereafter to become due and payable, upon such Bond or any portion of such Bond in an Authorized Denomination thereof, such Bond or portion thereof shall cease to be entitled to any lien, benefit or security under this Indenture. If the Authority shall pay or cause to be paid the principal of, and premium if any, and interest due and payable on, all Outstanding Bonds, and thereafter to become due and payable thereon, and shall pay or cause to be paid all other sums payable hereunder by the Authority, including any necessary and proper fees, compensation and expenses of the Trustee and the Registrar, then, and in that case, the right, title and interest of the Trustee in and to the Trust Estate shall thereupon cease, terminate and become void. In such event, the Trustee shall assign, transfer and turn over the Trust Estate to the Company and any surplus in the Bond Fund and any balance remaining in any other fund created under this Indenture shall be paid to the Company upon the request of an Authorized Company Representative, other than any unclaimed moneys held pursuant to Section 5.04. The Issuer mayTrustee may conclusively rely on certificates of the Registrar as to the amount of any fees, at its option expenses and at other amounts owing to it. All or any timeportion of Bonds (in Authorized Denominations) shall, elect prior to the maturity or redemption date thereof, be deemed to have certain obligations discharged (see Clause 18.2.2) upon complying with been paid within the following conditions (“Covenant Defeasance”);meaning of this Article VII and for all purposes of this Indenture when: (a) in the Issuer event said Bonds or portions thereof have been selected for redemption in accordance with Section 3.04 hereof, the Trustee shall have irrevocably pledged given, or the Company shall have given to the Bond Trustee for in form satisfactory to the benefit Trustee irrevocable instructions to give, on a date in accordance with the provisions of the Bondholders cash Section 3.05 hereof, notice of redemption of such Bonds or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal and interest on the Outstanding Bonds to Maturity Dateportions thereof; (b) there shall have been deposited with the Issuer shallTrustee moneys in an amount sufficient (without relying on any investment income), in the opinion of a firm of nationally recognized certified public accountants, to pay when due the principal of, and premium, if required any, and interest due and to become due (which amount of interest to become due shall be calculated at the actual rate borne by the Bond Trustee, provide a legal opinion reasonably acceptable such Bonds) on said Bonds or portions thereof on and prior to the Bond Trustee to the effect that the Bondholders will not recognize incomeredemption date or maturity date thereof, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurredmay be; (c) no Event in the event said Bonds or portions thereof do not mature and are not to be redeemed within the next succeeding 60 days, the Company on behalf of Default the Authority shall have occurred given the Trustee in form satisfactory to it irrevocable instructions to give, as soon as practicable in the same manner as a notice of redemption is given pursuant to Section 3.05 hereof, and a notice to the Owners of said Bonds or portions thereof that the deposit required by clause (b) above has been made with, and the opinion required by clause (b) above has been delivered to, the Trustee and that said Bonds or portions thereof are deemed to have been paid in accordance with this Article VII and stating the maturity date or redemption date upon which moneys are to be continuing on available for the date of establishment payment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholdersprincipal of, and (iii) after the 181st day following the establishment of the Defeasance Pledgepremium, the funds if any, and assets so pledged will not be subject to the effects of any applicable bankruptcyinterest on, insolvency, reorganization said Bonds or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer.portions thereof; and

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) the Issuer shall have irrevocably pledged The Co-Issuers may at any time prior to the Bond Trustee for Anticipated Repayment Date of any outstanding Series of Term Notes, upon ten (10) Business Days’ notice to the benefit of the Bondholders cash or government obligations acceptable by the Bond Indenture Trustee (such Payment Date, the “Defeasance PledgePayment Date”) in such amounts as will be sufficient ), obtain the release from all covenants of this Base Indenture relating to ownership and operation of the Collateral by delivering United States government securities providing for payments that replicate the required payments with respect to the Term Notes then outstanding on each Payment Date, including, Indenture Trustee Fees, if any, through the first Payment Date, for the applicable Notes of each such Series, on which such Term Notes could be prepaid without payment of principal and interest on the Outstanding Bonds to Maturity Date; any Prepayment Consideration (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result including payment in full of the Defeasance Pledge and Covenant Defeasanceprincipal of such Notes on such Payment Date); provided, and will be subject to such income tax on the same amount and in the same manner and at the same times as would that all Variable Funding Notes have been paid in full and the case if the Defeasance Pledge had not occurred; Class A-1 Commitment Amount of all Variable Funding Notes has been irrevocably reduced to zero; provided, further, that (ci) no Event of Default shall have has occurred and be continuing is continuing; (ii) the Co-Issuers shall pay or deliver on the date of establishment such defeasance (the “Defeasance Date”) (a) all interest accrued and unpaid on the Outstanding Class Principal Balance of each Class of Notes to but not including the Defeasance PledgeDate (and, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of if the Defeasance Pledge; Date is not a Payment Date, the interest that would have accrued to but not including the next Payment Date), (db) neither the Defeasance Pledge nor the Covenant Defeasance results all other sums then due under each Class of Notes and all other Transaction Documents executed in a breach or violation of connection therewith, including any material agreement or instrument binding upon the Issuercosts incurred in connection with such defeasance, or the certificate of association or partnership agreement governing the Issuer; and (ec) the Issuer shall have delivered U.S. government securities providing for payments equal to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Scheduled Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied withPayments; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) receipt of a Ratings Agency Confirmation. In addition, the Co-Issuers shall deliver to the Indenture Trustee (1) a security agreement granting the Indenture Trustee on behalf of the Noteholders a first priority perfected security interest in the U.S. government securities so delivered by the Co-Issuers, (2) an Opinion of Counsel as to the enforceability and perfection of such security interest and (3) a confirmation by an Independent certified public accounting firm that the U.S. government securities so delivered are sufficient to pay all interest due from time to time after the 181st day following Defeasance Date (or if the establishment Defeasance Date is not a Payment Date, due after the next Payment Date) and all principal due upon maturity for each Class of Notes, and all Indenture Trustee Fees. The Co-Issuers, pursuant to the security agreement described above, shall authorize and direct that the payments received from the U.S. government securities shall be made directly to the Indenture Trustee and applied to satisfy the obligations of the Defeasance PledgeCo-Issuers under the Notes and the other Transaction Documents. (b) If the Asset Entities will continue to own any material assets other than the U.S. government securities delivered in connection with the defeasance, the funds Co-Issuers shall establish or designate a special-purpose bankruptcy-remote successor entity acceptable to the Indenture Trustee (acting solely at the direction of the Controlling Class Representative), with respect to which a substantive non-consolidation Opinion of Counsel reasonably satisfactory to the Indenture Trustee (acting solely at the direction of the Controlling Class Representative) has been delivered to the Indenture Trustee and assets so to transfer to that entity the pledged will not U.S. government securities. The new entity shall assume the obligations of the Co-Issuers under the Notes being defeased and the security agreement and the Obligors and the Guarantors shall be relieved of their obligations in respect thereof under the Transaction Documents. The Co-Issuers shall pay Ten Dollars ($10) to such new entity as consideration for assuming such obligations. (c) If the Co-Issuers satisfy the requirements of Section 2.11(a) to defease the Notes and delivers to the Indenture Trustee an Officer’s Certificate of the Co-Issuers and an Opinion of Counsel in compliance with Section 15.01, the Indenture Trustee shall promptly execute, acknowledge and deliver to the Obligors a release of the Collateral under the applicable Transaction Documents in recordable form to the extent applicable for such release; provided that the Obligors shall, at their sole expense, prepare any and all documents and instruments necessary to effect such release, all of which shall be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws reasonable approval of the jurisdiction where the Defeasance Pledge was established Indenture Trustee, and the corporate domicile Obligors shall pay all costs reasonably incurred by the Indenture Trustee (including reasonable attorneys’ fees and disbursements) in connection with the review, execution and delivery of the Issuerdocuments and instruments necessary to effect such release.

Defeasance. 18.2.1 The Issuer may(a) Except as expressly provided in paragraph (b) below, this Agreement shall terminate at its option such time as the Guaranteed Obligations have been paid and performed in full and all other obligations of the Guarantor to HPT under this Agreement have been satisfied in full; PROVIDED, HOWEVER, if at any time, elect all or any part of any payment applied on account of the Guaranteed Obligations is or must be rescinded or returned for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of the Tenant), this Agreement, to the extent such payment is or must be rescinded or returned, shall be deemed to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Bondholders cash or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) continued in existence notwithstanding any such amounts as will be sufficient for the payment of principal and interest on the Outstanding Bonds to Maturity Date;termination. (b) the Issuer shallProvided that no (i) monetary Default, if required by the Bond Trustee, provide a legal opinion reasonably acceptable (ii) Default as to the Bond Trustee which Notice thereof has been given to the effect that the Bondholders will not recognize income, gain Tenant or loss for income tax purposes (under US federal or Norwegian tax law, if applicableiii) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on under the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the IssuerLease, (iiy) the Defeasance Pledge will constitute Cash Flow (as defined below) for a valid, perfected and enforceable security interest in favour period of the Bond Trustee for the benefit of the Bondholdersthirteen (13) full consecutive Accounting Periods equals or exceeds Eighteen Million Five Hundred Thousand Dollars ($18,500,000) with respect to such period, and (iiiz) HPT shall receive a schedule evidencing the foregoing, in form and substance reasonably satisfactory to HPT prepared by a, so-called, "Big-Six" accounting firm or such other certified public accountants as are approved by HPT (such approval not to be unreasonably withheld, delayed or conditioned), this Agreement shall terminate ten (10) Business Days after delivery to HPT of the financial statements described in clause (z) preceding, and HPT shall, within ten (10) Business Days after the 181st day following the establishment written request of the Defeasance PledgeGuarantor, confirm such termination by executing a release of the funds Guarantor from all obligations and assets so pledged will not be subject liabilities arising under this Agreement subsequent to the effects of release date and returning any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws unapplied balance of the jurisdiction where Guaranty Deposit (as hereinafter defined) to the Defeasance Pledge was established Guarantor, together with any accrued and the corporate domicile of the Issuerunpaid interest thereon.

Defeasance. 18.2.1 The Issuer mayAny Bond shall be deemed to be no longer Outstanding when payment of the principal of such Bond, at its option and at any timeplus interest thereon to the Maturity thereof (whether such Maturity be by reason of the Stated Maturity thereof or giving of notice redemption therefor, elect if notice of such redemption has been given or waived or irrevocable arrangements therefor satisfactory to the Trustee have certain obligations discharged (see Clause 18.2.2been made) upon complying with the following conditions (“Covenant Defeasance”); (a) shall have been provided for by depositing for such payment from funds of the Issuer shall have irrevocably pledged under the terms provided in this Section (1) money sufficient to make such payment or (2) money and Governmental Obligations certified to the Bond Trustee for and the benefit Issuer by an independent accountant of the Bondholders cash or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) national reputation to mature as to principal and interest in such amounts and at such times as will shall, without further investment or reinvestment of either the principal amount thereof or the interest earnings therefrom be sufficient for to make such payment, provided that all necessary and proper fees, compensation, and expenses of the Trustee and Paying Agents pertaining to the Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for to the satisfaction of the Trustee. Any such deposit shall be made either with the Trustee or, if notice of such deposit is given to the Trustee, with a state or nationally chartered bank with a minimum combined capital and surplus of $50,000,000, as escrow agent, with irrevocable instructions to transfer the amounts so deposited and investment income therefrom to the Trustee or the Paying Agents in the amounts and at the times required to pay principal of and interest on the Bonds with respect to which such deposit is made at the Maturity thereof and of such interest or the Stated Maturity, as the case may be. In the event such deposit is made with respect to some but not all of the Bonds then Outstanding, the Trustee shall select the Outstanding Bonds in the same manner as provided in Section 4.03 for the selection of Bonds to Maturity Date; (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable be redeemed. Notwithstanding anything herein to the Bond contrary however, no such deposit shall have the effect hereinabove described (1) if made during the existence of default hereunder of which the Trustee has received written notice unless made with respect to all of the Bonds then Outstanding and (2) unless there shall be delivered to the Trustee an Opinion of Counsel to the effect that such deposit shall not adversely affect any exemption from federal income taxation of interest on any Bond. Any money and Governmental Obligations deposited with the Bondholders will Trustee for such purpose shall be held by the Trustee in a segregated account in trust for the Holders of the Bonds with respect to which such deposit is made and together with any investment income therefrom, shall be disbursed solely to pay the principal of and interest on the Bonds when due. No money or Governmental Obligations so deposited pursuant to this Section shall be invested or reinvested unless in Governmental Obligations and unless such money not recognize incomeinvested, gain such Governmental Obligations not reinvested, and such new investments are together certified by an independent accountant of national reputation to be of such amounts, maturities, and interest payment dates and to bear such interest as will, without further investment or loss for income tax purposes (under US federal reinvestment of either the principal amount thereof or Norwegian tax lawthe interest earnings therefrom, if applicable) be sufficient to make such payment. At such times as a result Bond shall be deemed to be paid hereunder, as aforesaid, it shall no longer be secured by or entitled to the benefits of the Defeasance Pledge and Covenant Defeasancethis Indenture, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation except for purposes of any material agreement such payment from such money or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the IssuerGovernmental Obligations.

Defeasance. 18.2.1 The Issuer mayAt any time during the Defeasance Period, at its option Borrower may obtain a release of the Property from the lien of the Mortgage and at any time, elect to have certain obligations discharged (see Clause 18.2.2) other Loan Documents upon complying with the satisfaction of the following conditions (“Covenant Defeasance”);conditions: (a) the Issuer Not less than thirty (30) days’ prior written notice shall have irrevocably pledged be given to the Bond Trustee for the benefit of the Bondholders cash or government obligations acceptable by the Bond Trustee Lender specifying a date (the “Defeasance PledgeDate”) in such amounts as will on which the Defeasance Deposit is to be sufficient for the payment of principal and interest on the Outstanding Bonds to Maturity Datedelivered; (b) All accrued and unpaid interest on the Issuer shall, if required by Loan and all other sums due hereunder and under the Bond Trustee, provide a legal opinion reasonably acceptable other Loan Documents up to the Bond Trustee Defeasance Date, including, without limitation, all amounts payable pursuant to Section 2.5(f) hereof, shall be paid in full on or prior to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurredDate; (c) no No Event of Default Default, shall have occurred and be continuing on either at the date of establishment time Borrower gives notice of the Defeasance Pledge, Date to Lender or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance PledgeDate; (d) neither On or before the Defeasance Pledge nor the Covenant Defeasance results in a breach Date, Borrower shall deliver (or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (ecause to be delivered) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer Lender each of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others;following: (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of Deposit, together with the Issuer, amount required by Section 2.5(f) hereof; (ii) the Defeasance Pledge will constitute Security Agreement, duly executed by Borrower, together with an endorsement of the Defeasance Collateral by the holder thereof as directed by Lender (or a validwritten instrument of transfer in form and substance wholly satisfactory to Lender (including, without limitation, such instruments as may be required by the depository institution holding such securities to effectuate book-entry transfers and pledges through the book-entry facilities of such institution)) sufficient so as to create a first priority security interest therein in favor of Lender in conformity with any applicable state and federal laws governing granting of such security interests; (iii) an opinion of counsel for Borrower, in form and substance (and delivered by counsel) satisfactory to Lender in its sole discretion stating, among other things, (w) that Lender has a perfected and enforceable first priority security interest in favour the Defeasance Deposit and the Defeasance Collateral, (x) that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms, (y) that the Defeasance will not (1) cause the Trust to fail to qualify as a REMIC within the meaning of Section 860D of the Bond Trustee for the benefit Code as a result of such Defeasance, (2) constitute a “significant modification” of the BondholdersLoan within the meaning of Treasury Regulation Section 1.1001-3(b) or cause the Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the Code, (3) result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Note as indebtedness for federal income tax purposes, and (4) constitute an avoidable preference under Section 547 of the Bankruptcy Code, or similar provisions of any applicable state law, and (z) if a Non-Consolidation Opinion was delivered in connection with the closing of the Loan, setting forth such comparable opinions as to Successor Borrower as Lender shall reasonably require (or as shall be required to satisfy the Securitization Documents); (iv) a Rating Confirmation from each of the applicable Rating Agencies for any securities issued in connection with a Secondary Market Transaction; (v) a certificate in form and substance acceptable to Lender, from a nationally-recognized firm of independent certified public accountants acceptable to Lender and satisfying the requirements of the Securitization Documents, certifying that the Defeasance Collateral is sufficient to generate monthly amounts equal to or greater than the payments due on all successive Payment Dates occurring after the Defeasance Date through and including the Maturity Date, with each such payment being equal to or greater than (1) the Monthly Payment Amount due on such Payment Date, and (2) with respect to the payment due on the Maturity Date, the entire outstanding principal balance of the Loan together with any interest accrued as of such date and all other amounts payable pursuant to the Loan Documents on such date; (vi) if required to comply with the requirements of any Securitization Documents, a certification of Borrower and Guarantor that the purpose of the defeasance is to facilitate the disposition of the Property, the refinancing of the Property or any other customary commercial transaction, and is not part of an arrangement to collateralize a REMIC offering with obligations that are not real estate mortgages; and (vii) such other certificates, opinions, documents or instruments as Lender may reasonably require to satisfy any conditions of the Securitization Documents. (e) As part of the Defeasance, Borrower shall assign all its obligations and rights in, to and under the Note, the Defeasance Collateral and the Defeasance Security Agreement to a successor entity acceptable to Lender (“Successor Borrower”). In connection therewith, the Successor Borrower shall execute an assumption agreement in form and substance satisfactory to Lender in its sole discretion pursuant to which it shall assume Borrower’s obligations under the Note and the Defeasance Security Agreement and accept an assignment of the Defeasance Collateral. In connection with such assignment and assumption, Borrower and/or Successor Borrower shall deliver to Lender an opinion of counsel in form and substance and delivered by counsel satisfactory to Lender in its sole discretion stating, among other things, that such assumption agreement is enforceable against Borrower and Successor Borrower, as applicable, in accordance with its terms and that the Note, the Defeasance Security Agreement and any other documents executed in connection with such defeasance are enforceable against Borrower or Successor Borrower, as applicable, in accordance with their respective terms. (f) Borrower shall pay, simultaneously with the Defeasance of the Loan as aforesaid, all reasonable costs and expenses incurred by Lender and Successor Borrower and their respective agents and servicers in satisfying the foregoing conditions and of the transactions contemplated by this Section 2.5, including, without limitation, the reasonable and customary brokerage or other transaction fees in purchasing the Defeasance Collateral, any reasonable legal fees and expenses incurred in connection with obtaining and reviewing the Defeasance Collateral and the preparation of the Defeasance Security Agreement and related documentation and confirming the satisfaction of the other conditions to the Defeasance, and the cost of any Rating Confirmation. (g) Upon compliance with all of the foregoing requirements of this Section 2.5, (i) Borrower and Guarantor shall be relieved of their respective obligations under the Note and the Defeasance Security Agreement and the other Loan Documents (except to the extent such obligations survive any repayment or defeasance of the Loan), and (ii) the Property shall be released from the lien of the Mortgage and of the other Loan Documents, and (iii) after the 181st day following Defeasance Collateral shall constitute the establishment only collateral which shall secure the Note. Lender will, at Borrower’s expense, execute and deliver any agreements reasonably requested by Borrower to release the Property from such liens. (h) The entity initially named herein as “Lender” shall have the sole right to (i) establish or designate the Successor Borrower and (ii) purchase or cause the purchase of the Defeasance PledgeCollateral with the Defeasance Deposit, which rights (collectively, the funds “Defeasance Rights”) may be exercised in Lender’s sole discretion and assets so pledged will not shall be subject to the effects of retained by such entity initially named herein as “Lender” notwithstanding any applicable bankruptcy, insolvency, reorganization transfer or similar laws affecting creditors rights generally under the laws securitization of the jurisdiction where Loan unless such Defeasance Rights are expressly conveyed together therewith; the Defeasance Pledge was established and Rights may be conveyed separately from the corporate domicile of the IssuerLoan.

Defeasance. 18.2.1 The Issuer may, at its option and at Notwithstanding anything to the contrary in this Indenture or any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”);Indenture Supplement: (a) The Issuer may at its option be discharged from its obligations hereunder with respect to any Series or all outstanding Series (each, a "DEFEASED SERIES") on the date the applicable conditions set forth in subsection 11.01(c) are satisfied (a "DEFEASANCE"); PROVIDED, HOWEVER, that the following rights, obligations, powers, duties and immunities shall survive with respect to each Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of the Holders of Notes of the Defeased Series to receive payments in respect of principal of and interest on such Notes when such payments are due; (ii) the Issuer's obligations with respect to such Notes under Sections 2.05 and 2.06; (iii) the rights, powers, trusts, duties, and immunities of the Indenture Trustee, the Paying Agent and the Transfer Agent and Registrar hereunder; and (iv) this Section 11.01 and Section 12.14. (b) Subject to Section 11.01(c), no Pool Collections shall be allocated to any Defeased Series. (c) The following shall be the conditions precedent to any Defeasance under Section 11.01(a): (i) the Issuer irrevocably shall have irrevocably pledged deposited or caused to be deposited with the Indenture Trustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Bond Indenture Trustee and any Applicable Series Enhancer, as trust funds in trust for making the benefit of payments described below, (A) Dollars in an amount equal to, or (B) Eligible Investments which through the Bondholders cash or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount equal to, or (C) a combination thereof, in each case sufficient to pay and discharge, and which shall be applied by the Indenture Trustee to pay and discharge, all remaining scheduled interest and principal payments on all Outstanding Notes of each Defeased Series and all other amounts owing in respect of such Defeased Series (including all amounts owing under any related Enhancement Agreement to any Series Enhancer) on the Outstanding Bonds to Maturity Datedates scheduled for such payments in this Indenture and the applicable Indenture Supplements; (bii) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable statement from a firm of nationally recognized independent public accountants (who also may render other services to the Bond Trustee Issuer) to the effect that such deposit is sufficient to pay the Bondholders will not recognize income, gain or loss for income tax purposes amounts specified in clause (under US federal or Norwegian tax law, if applicablei) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurredabove; (ciii) no Event prior to its first exercise of Default its right pursuant to this Section 11.01 with respect to a Defeased Series to substitute money or Eligible Investments for Receivables, the Issuer shall have occurred delivered to the Indenture Trustee an Opinion of Counsel to the effect that such deposit and be continuing on termination of obligations will not result in the date of establishment Issuer being required to register as an "investment company" within the meaning of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance PledgeInvestment Company Act; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (eiv) the Issuer shall have delivered to the Bond Indenture Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors and each Applicable Series Enhancer an Officer's Certificate of the Issuer stating that the Issuer reasonably believes that such deposit and termination of obligations will not, based on the facts known to such officer at the time of such certification, then cause an Event of Default or Amortization Event with respect to any Series or any event that, with the intent giving of defeatingnotice or the lapse of time, hindering, delaying would result in the occurrence of a Event of Default or defrauding Amortization Event with respect to any other creditors of the Issuer or othersSeries; (fv) the Rating Agency Condition shall have been satisfied and the Issuer shall have delivered copies of such written notice to the Servicer, the Indenture Trustee and each Applicable Series Enhancer; and (vi) the Issuer shall have delivered to the Bond Indenture Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and each Applicable Series Enhancer a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the IssuerTax Opinion.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) the Issuer shall have irrevocably pledged At any time prior to the Bond Trustee ARD Prepayment Date for any Outstanding Series of Term Notes with the benefit of the Bondholders cash or government obligations acceptable by the Bond Trustee latest Anticipated Repayment Date (such Payment Date, the “Defeasance PledgePayment Date”) ), the Issuer may obtain the release from all covenants of this Base Indenture relating to ownership and leasing of the Contributed IP Addresses by delivering United States government securities that provide for payments on each Payment Date which replicate the required payments and scheduled Targeted Amortization Amounts, if any, due under the Transaction Documents with respect to all of the Notes then Outstanding, including the Indenture Trustee Fee and any other amounts due and owing to the Indenture Trustee, the Verification Agent Fee and any other amounts due and owing to the Verification Agent, the Servicing Fee, Other Servicing Fees and any other amounts due and owing to the Servicer through the Defeasance Payment Date for each Series of Notes (including payment in such amounts as will be sufficient for full of the payment principal of principal and interest the Notes on the Outstanding Bonds to Maturity related Defeasance Payment Date; ); provided, that (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (ci) no Event of Default shall have has occurred and be continuing is continuing; (ii) the Issuer shall pay or deliver on the date of establishment such defeasance (the “Defeasance Date”) (a) all interest accrued and unpaid on the Outstanding Class Principal Balance of each Class of Notes to but not including the Defeasance PledgeDate (and, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of if the Defeasance Pledge; Date is not a Payment Date, the interest that would have accrued to but not including the next Payment Date), (db) neither all other sums then due under each Class of Notes and all other Transaction Documents executed in connection therewith, including any costs incurred in connection with such defeasance, and (c) U.S. government securities providing for payments equal to the Scheduled Defeasance Pledge nor Payments; and (iii) a notice shall have been delivered to the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the IssuerRating Agencies. In addition, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered deliver to the Bond Trustee a certificate signed by the Chief Financial Officer Servicer on behalf of the GP that Indenture Trustee (1) a security agreement granting the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors Indenture Trustee on behalf of the Issuer or with Secured Parties a first priority perfected security interest in the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have U.S. government securities so delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of by the Issuer, (ii2) an Opinion of Counsel as to the enforceability and perfection of such security interest and (3) a confirmation by an Independent certified public accounting firm that the U.S. government securities so delivered are sufficient to pay all interest due from time to time after the Defeasance Pledge will constitute Date (or if the Defeasance Date is not a validPayment Date, perfected due after the next Payment Date) and enforceable all principal due upon maturity for each Class of Notes, and all Indenture Trustee Fee and any other amounts due and owing to the Indenture Trustee, Servicing Fees, Other Servicing Fees and any other amounts due and owing to the Servicer and the Verification Agent Fee and any other amounts due and owing to the Verification Agent, if any. The Issuer, pursuant to the security interest in favour agreement described above, shall authorize and direct that the payments received from the U.S. government securities shall be made directly to the Indenture Trustee and applied to satisfy the obligations of the Bond Issuer under the Notes and the other Transaction Documents. (b) If the Issuer will continue to own any material assets other than the U.S. government securities delivered in connection with the defeasance, the Issuer shall establish or designate a special-purpose bankruptcy-remote successor entity acceptable to the Indenture Trustee for (acting at the benefit direction of the BondholdersServicer), with respect to which a substantive non-consolidation Opinion of Counsel reasonably satisfactory to the Indenture Trustee (consistent with the prior non-consolidation Opinion of Counsel most recently delivered to the Indenture Trustee) has been delivered to the Indenture Trustee and (iii) after to transfer to that entity the 181st day following pledged U.S. government securities. The new entity shall assume the establishment obligations of the Defeasance PledgeIssuer under the Notes being defeased and the security agreement and the Issuer and the Guarantor shall be relieved of their obligations in respect thereof under the Transaction Documents. The Issuer shall pay Ten Dollars ($10) to such new entity as consideration for assuming such obligations. (c) If the Issuer satisfies the requirements of Section 2.11(a) to defease the Notes and delivers to the Indenture Trustee an Officer’s Certificate of the Issuer and an Opinion of Counsel in compliance with Section 15.01, the funds Indenture Trustee shall promptly execute, acknowledge and assets so pledged will not deliver to the Issuer a release of the Collateral under the applicable Transaction Documents in recordable form to the extent applicable for such release; provided that the Issuer shall, at their sole expense, prepare any and all documents and instruments necessary to effect such release, all of which shall be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws reasonable approval of the jurisdiction where the Defeasance Pledge was established Indenture Trustee, and the corporate domicile Issuer shall pay all costs reasonably incurred by the Indenture Trustee (including reasonable attorneys’ fees and disbursements) in connection with the review, execution and delivery of the Issuerdocuments and instruments necessary to effect such release.

Defeasance. 18.2.1 The Issuer mayExcept as provided below, the Company will be deemed to have paid and will be discharged from any and all obligations in respect of the Securities of any series and the provisions of this Indenture will no longer be in effect with respect to the Securities of such series (and the Trustee, at its option and at any timethe expense of the Company, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with shall execute proper instruments acknowledging the same); provided that the following conditions (“Covenant Defeasance”);shall have been satisfied: (ai) the Issuer shall have Company has irrevocably pledged to deposited in trust with the Bond Trustee as trust funds solely for the benefit of the Bondholders cash or government obligations acceptable by Holders of the Bond Trustee (the “Defeasance Pledge”) in Securities of such amounts as will be sufficient series, for the payment of principal the Principal of and interest on the Outstanding Bonds Securities of such series, money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to Maturity Datethe Trustee) without consideration of any reinvestment and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay and discharge the Principal of and accrued interest on the outstanding Securities of such series to maturity or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be; (bii) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound; (iii) no Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit; (iv) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable Company shall have delivered to the Bond Trustee (1) either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Bondholders Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, Company's exercise of its option under this Section 8.02 and will be subject to such federal income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge such deposit and defeasance had not occurred; occurred or (cy) no Event an Opinion of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered Counsel to the Bond Trustee same effect as the ruling described in clause (x) above and based upon a certificate signed by the Chief Financial Officer change in law and (2) an Opinion of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel Counsel to the effect that the Holders of the Securities of such series have a valid security interest in the trust funds subject to no prior liens under the UCC; and (v) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for Covenant Defeasance herein relating to the defeasance contemplated by this Section 8.02 of the Securities of such series have been complied with; . The Company's obligations in Sections 2.02 through 2.12, 4.02, 7.07, 7.08 and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject 8.05 with respect to the effects Securities of any applicable bankruptcysuch series shall survive until such Securities are no longer outstanding. Thereafter, insolvency, reorganization or similar laws affecting creditors rights generally under only the laws of the jurisdiction where the Defeasance Pledge was established Company's obligations in Sections 7.07 and the corporate domicile of the Issuer8.05 shall survive.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) If the Issuer State shall have irrevocably pledged pay or cause to be paid the principal of and interest on all of the Certificates and all amounts due and owing to the Bond Trustee for Seller and the benefit Trustee, then the pledge of the Bondholders cash Trust Estate and all other rights granted hereby to the Trustee or government obligations acceptable the Certificate Holders shall be discharged and satisfied. In such event, upon the request of the State, the Trustee shall execute and deliver to the State all such instruments as may be desirable to evidence such discharge and satisfaction, and the Trustee, without any request required, shall pay or deliver all moneys, securities and funds held by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient it pursuant to this Trust Agreement that are not required for the payment of principal and interest on Certificates not theretofore surrendered for such payment to the Outstanding Bonds State or to Maturity Date;such officer, board or body as may then be entitled by law to receive the same. (b) A Certificate shall be deemed to have been paid within the Issuer shall, meaning of and with the effect expressed in this Section if required (i) sufficient money for the payment of the principal of and interest on such Certificate shall then be held by the Bond Trustee (through deposit by the State of moneys for such payment or otherwise, regardless of the source of such moneys), whether at or prior to the maturity of such Certificates or (ii) if the maturity of such Certificate shall not then have arrived, provision shall have been made for the payment of the principal of and interest on such Certificate on the due dates for such payments, by deposit with the Trustee (or other method satisfactory to the Trustee) of Government Obligations, the principal of and the interest on which when due, together with any uninvested cash, will provide sufficient moneys for such payment and the Trustee shall have given notice, at the expense of the State, by first class mail, postage prepaid, to all Certificate Holders at their addresses as they appear on the registration books maintained by the Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss such moneys are so available for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred;payment. (c) no Event Anything in this Trust Agreement to the contrary notwithstanding, any moneys held by the Trustee in trust for the payment and discharge of Default shall have occurred and be continuing on any of the Certificates that remain unclaimed for three (3) years (or such earlier or later date then specified under applicable law) after the date of establishment of on which such Certificates became due and payable either at their stated maturity dates, if such moneys were held by the Defeasance Pledge, Trustee at such dates or insofar as Events of Default from bankruptcy for three (3) years (or insolvency events are concerned, at any time in the period ending on the 181st day such earlier or later date then specified under applicable law) after the date of establishment deposit of such moneys if deposited with the Trustee after such date, shall, at the written request of the Defeasance Pledge; (d) neither State Representative, be repaid by the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered Trustee to the Bond State or to such officer, board or body as may then be entitled by law to receive such moneys, as its absolute property and free from trust, and the Trustee a certificate signed shall thereupon be released and discharged; provided, however, that, before being required to make any such payment, the Trustee may, at the expense of the State, give notice, by first class mail, postage prepaid, to all Certificate Holders at their addresses as they appear on the registration books maintained by the Chief Financial Officer Trustee, that such moneys remain unclaimed and that, after a date named in such notice which date shall be not fewer than forty (40) nor more than ninety (90) days after the date of giving of such notice, the GP that the Defeasance Pledge was not made by the Issuer with the intent balance of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer such moneys then unclaimed shall have delivered be returned to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the IssuerState.

Defeasance. 18.2.1 The If the Issuer mayshall pay or provide for the payment of the entire indebtedness on all Series 2007A Bonds (including, at its option and at for the purposes of this Section 11.1, Series 2007A Bonds held by the Borrower outstanding in any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with one or more of the following conditions (“Covenant Defeasance”);ways: (a) by paying or causing to be paid the principal of and interest on all Series 2007A Bonds outstanding, as and when the same become due and payable; (b) by depositing with the Bond Trustee, in trust, at or before maturity, moneys in an amount sufficient to pay or redeem (when redeemable) all Series 2007A Bonds outstanding (including the payment of interest payable on such Series 2007A Bonds to the maturity or redemption date thereof), provided that such moneys, if invested, shall be invested in Escrow Obligations in an amount, without consideration of any income or increment to accrue thereon, sufficient to pay or redeem (when redeemable) and discharge the indebtedness on all Series 2007A Bonds outstanding at or before their respective maturity dates; it being understood that the investment income on such Escrow Obligations may be used for any other purpose under the Act; (c) by delivering to the Bond Trustee, for cancellation by it, all Series 2007A Bonds outstanding; or (d) by depositing with the Bond Trustee, in trust, moneys or Escrow Obligations in such amount as the Bond Trustee shall determine will, together with the income or increment to accrue thereon, without consideration of any reinvestment thereof, be fully sufficient to pay or redeem (when redeemable) and discharge the indebtedness on all Series 2007A Bonds outstanding at or before their respective maturity dates (which determination shall be made in reliance upon an accountant’s verification report reasonably accepted to the Bond Trustee); and if the Issuer shall have irrevocably pledged pay or cause to be paid or make arrangements satisfactory to the Bond Trustee for the benefit payment of all other sums payable hereunder by the Issuer, and if any such Series 2007A Bonds are to be optionally redeemed prior to the maturity thereof, irrevocable notice of such redemption shall have been given in accordance with the requirements of this Bond Indenture or irrevocable instructions shall have been given to the Bond Trustee of such notice, this Bond Indenture and the estate and rights granted hereunder shall cease, determine, and be discharged, and thereupon the Bond Trustee shall, upon Written Request of the Bondholders cash or government obligations acceptable Issuer, and upon receipt by the Bond Trustee (of an Officer’s Certificate of the “Defeasance Pledge”) Borrower and an opinion of Independent Counsel, each stating that in such amounts as will the opinion of the signers all conditions precedent to the satisfaction and discharge of this Bond Indenture have been complied with, forthwith execute proper instruments acknowledging satisfaction of and discharging this Bond Indenture and the lien hereof. The satisfaction and discharge of this Bond Indenture shall be sufficient for without prejudice to the payment rights of principal the Bond Trustee to charge and interest on the Outstanding Bonds to Maturity Date; (b) be reimbursed by the Issuer and the Borrower for any expenditures which it may thereafter incur in connection herewith. Any moneys, funds, securities, or other property remaining on deposit in the Expense Fund, Interest Fund, Bond Sinking Fund, Project Fund, Redemption Fund or in any other fund or investment under this Bond Indenture (other than the Escrow Obligations or other moneys deposited in trust as above provided) shall, if required by upon the full satisfaction of this Bond TrusteeIndenture, provide a legal opinion reasonably acceptable forthwith be transferred, paid over and distributed to the Issuer and the Borrower, as their respective interests may appear. The Issuer or the Borrower may at any time surrender to the Bond Trustee to the effect that the Bondholders will not recognize incomefor cancellation by it any Series 2007A Bonds previously authenticated and delivered, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of which the Issuer or with the intent of defeating, hindering, delaying or defrauding Borrower may have acquired in any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholdersmanner whatsoever, and (iii) after the 181st day following the establishment of the Defeasance Pledgesuch Series 2007A Bonds, the funds upon such surrender and assets so pledged will not cancellation, shall be subject deemed to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established be paid and the corporate domicile of the Issuerretired.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) If the Issuer principal portion or Prepayment Price of all Certificates, if applicable, and the interest portion due or to become due thereon including all amounts due under related Hedge Agreements, shall be paid at the times and in the manner stipulated in such Certificates and in this Trust Agreement, and all amounts owing to the Trustee under this Trust Agreement shall have irrevocably pledged been paid, then the pledge of the Trust Estate and all covenants, agreements and other obligations of the Governing Board under this Trust Agreement in favor of such Certificates shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee shall cause statements for such period or periods as shall be requested by the Governing Board to be prepared and filed with the Governing Board and, upon the request of the Governing Board, shall execute and deliver to the Bond Governing Board all such instruments as may be desirable to evidence such discharge and satisfaction, and the Trustee for shall pay over or deliver to the benefit of the Bondholders cash Governing Board all moneys or government obligations acceptable securities held by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient it pursuant to this Trust Agreement which are not required for the payment of the principal portion or Prepayment Price, if applicable, and interest on portion due or to become due with respect to such Certificates not theretofore surrendered for such payment or prepayment or for the Outstanding Bonds payment of amounts owing to Maturity Date;any Credit Facility Issuer under a Reimbursement Agreement or as ground rent under any Ground Lease. (b) Certificates for the Issuer payment or prepayment of which moneys shall have been set aside sufficient to pay the principal portion, the Prepayment Price, if applicable, and interest portion to become due to maturity or earlier prepayment, shall be held in trust by the Trustee as escrow holder (through deposit by the Governing Board of funds for such payment or prepayment of the Purchase Option Price of one or more Facilities pursuant to Section 7.3 of the Master Lease or otherwise) shall be deemed to have been paid within the meaning and with the effect expressed in subsection (a) of this Section 801 except that the obligation of the Governing Board to make, or cause to be made, Basic Lease Payments from such set‐aside amounts shall continue. Any Outstanding Certificates shall, prior to the maturity or Prepayment Date thereof, be deemed to have been paid within the meaning and with the effect expressed in subsection (a) of this Section 801 if the Trustee shall receive an Opinion of Counsel to that effect and (a) in case any of said Certificates are to be prepaid on any date prior to their maturity, the Governing Board shall have given to the Trustee irrevocable instructions in writing from an Authorized Governing Board Representative to mail as provided in Article III a notice of prepayment of such Certificates (other than Certificates which have been purchased by the Trustee at the direction of the Governing Board or purchased or otherwise acquired by the Governing Board and delivered to the Trustee as hereinafter provided prior to the mailing of such notice of prepayment) on said date, (b) there shall have been deposited with the Trustee as escrow holder moneys consisting of either cash in an amount which shall be sufficient, or Defeasance Securities the principal of and the interest on which when due will provide moneys which, together with the moneys, if any, deposited with the Trustee as escrow holder at the same time, shall be sufficient, to pay when due the principal portion or Prepayment Price, if applicable, and interest portion due and to become due with respect to said Certificates on or prior to the prepayment date or maturity date thereof, as the case may be, and (c) in the event said Certificates are not by their terms subject to prepayment within the next succeeding 60 days, the Governing Board shall have given the Trustee in form satisfactory to it, instructions to mail a notice to the Holders of such Certificates that the deposit required by (b) above has been made with the Trustee as escrow holder and that said Certificates are deemed to have been paid in accordance with this Section 801 and stating such maturity or Prepayment Date upon which moneys are expected to be available for the payment of the principal or Prepayment Price, if applicable, of said Certificates, other than Certificates which have been purchased by the Trustee at the direction of the Governing Board or purchased or otherwise acquired by the Governing Board and delivered to the Trustee as hereinafter provided prior to the mailing of the notice of prepayment referred to in clause (a) above. The Trustee shall, if required so directed by the Bond Trustee, provide a legal opinion reasonably acceptable Governing Board (i) prior to the Bond Trustee maturity date of Certificates deemed to have been paid in accordance with this Section 801 which are not to be prepaid prior to their maturity date or (ii) prior to the effect mailing of the notice of prepayment referred to in clause (a) above with respect to any Certificates deemed to have been paid in accordance with this Section 801 which are to be prepaid on any date prior to their maturity, apply moneys deposited with the Trustee as escrow holder in respect of such Certificates or sell Defeasance Securities so deposited with the Trustee and apply the proceeds thereof to the purchase of such Certificates and the Trustee shall immediately thereafter cancel all such Certificates so purchased; provided, however, that the Bondholders will not recognize income, gain moneys and Defeasance Securities remaining on deposit with the Trustee after the purchase and cancellation of such Certificates shall be sufficient to pay when due the principal or loss for income tax purposes (under US federal or Norwegian tax lawPrepayment Price, if applicable, of, and interest portion due or to become due with respect to all Certificates, in respect of which such moneys and Defeasance Securities are being held by the Trustee on or prior to the Prepayment Date or maturity date thereof, as the case may be. If, at any time (i) prior to the maturity date of Certificates deemed to have been paid in accordance with this Section 801 which are not to be prepaid prior to their maturity date or (ii) prior to the mailing of the notice of prepayment referred to in clause (a) with respect to any Certificates deemed to have been paid in accordance with this Section 801 which are to be prepaid on any date prior to their maturity, the Governing Board shall purchase or otherwise acquire any such Certificates and deliver such Certificates to the Trustee prior to their maturity date or Prepayment Date, as the case may be, the Trustee shall immediately cancel all such Certificates so delivered; such delivery of Certificates to the Trustee shall be accompanied by directions from the Governing Board to the Trustee as to the manner in which such Certificates are to be applied against the obligation to pay or prepay Certificates deemed paid in accordance with this Section 801. The directions given by the Governing Board to the Trustee referred to in the preceding sentences shall also specify the portion, if any, of such Certificates so purchased or delivered and canceled to be applied against the obligation to pay Certificates deemed paid in accordance with this Section 801 upon their maturity date or dates and the portion, if any, of such Certificates so purchased or delivered and canceled to be applied against the obligation to prepay Certificates deemed paid in accordance with this Section 801 on any date or dates prior to their maturity. In the event that on any date as a result of any purchases, acquisitions and cancellations of Certificates as provided in this Section 801, the total amount of moneys and Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax Securities remaining on deposit with the same Trustee under this Section 801 is in excess of the total amount and in the same manner and at the same times as which would have been required to be deposited with the Trustee on such date in respect of the remaining Certificates in order to satisfy subclause (b) of this subsection of Section 801, the Trustee shall, if requested by the Governing Board, pay the amount of such excess to the Governing Board free and clear of any trust, lien, pledge or assignment securing said Certificates or otherwise existing under this Trust Agreement. Except as otherwise provided in this subsection of Section 801, neither Defeasance Securities nor moneys deposited with the Trustee pursuant to this Section 801 nor principal or interest payments on any such Defeasance Securities shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal portion or Prepayment Price, if applicable, and interest portion represented by said Certificates; provided that any cash received from such principal or interest payments on such Defeasance Securities deposited with the Trustee, (A) to the extent such cash will not be required at any time for such purpose, as verified by a certificate delivered to the Trustee by a firm of independent certified public accountants acceptable to the Trustee, shall be paid over to the Governing Board as received by the Trustee, free and clear of any trust, lien or pledge securing said Certificates or otherwise existing under this Trust Agreement, and (B) to the extent such cash will be required for such purpose at a later date, shall, to the extent practicable, be reinvested in Defeasance Securities maturing at times and in amounts sufficient to pay when due the principal or Prepayment Price, if applicable, and interest represented by said Certificates on or prior to such prepayment date or maturity date thereof, as the case if may be, and interest earned from such reinvestment shall be paid over to the Defeasance Pledge had not occurred;Governing Board, as received by the Trustee, free and clear of any trust, lien, pledge or assignment securing said Certificates or otherwise existing under this Trust Agreement. (c) no Event Anything in this Trust Agreement to the contrary notwithstanding, any moneys held by the Trustee in trust for the Payment of Default shall have occurred and be continuing on any of the Certificates which remain unclaimed for six (6) years after the date of establishment of when such Certificates have become due and Payable, either at their stated maturity dates or by call for prepayment, if such moneys were held by the Defeasance PledgeTrustee at such date, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day for six (6) years after the date of establishment deposit of such moneys if deposited with the Trustee after the said date when such certificates became due and payable, shall, at the written request of the Defeasance Pledge; (d) neither Governing Board be repaid by the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered Trustee to the Bond Governing Board, as its absolute property and free from trust, and the Trustee a certificate signed by shall thereupon be released and discharged with respect thereto and the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer Certificate Holders shall have delivered look only to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee Governing Board for the benefit payment of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuersuch Certificates.

Defeasance. 18.2.1 The Issuer may(a) On any date after the expiration of the Lockout Period, at its option provided no Event of Default is then continuing and at any timesubject to the notice requirement described in Section 2.1(d), elect Borrower may from time to have certain obligations discharged time obtain the release of all or a portion of the Collateral from the Liens of the Loan Documents by Defeasing either the entire Loan or a portion of the Loan equal to the lesser of (see Clause 18.2.21) upon complying the Release Price of (A) the Commercial Property and/or (B) the ACL Music Venue Property to the extent a Partial Release Event shall be undertaken with respect to the Commercial Property and/or the ACL Music Venue Property, as applicable, or (2) the portion of the Indebtedness that has not been Defeased as of the date of such release, provided that after giving effect thereto, unless the Loan is Defeased in full, the DSCR for the Test Period then most recently ended, recalculated to include only income and expense attributable to the Property remaining after the contemplated released and to exclude the interest expense on the aggregate amount Defeased, shall be no less than the DSCR Threshold, and provided further that all sums then due to Lender under the Loan Documents are paid and the following conditions are delivered to Lender: (“Covenant Defeasance”i) Defeasance Collateral sufficient to provide payments on or prior to, and in any event as close as possible to, all successive Payment Dates in an amount sufficient (x) to pay the interest and principal due on such Payment Dates in respect of a portion of the Loan equal to the amount Defeased and (y) to repay the outstanding principal balance of such portion of the Loan on the first Payment Date in the Prepayment Period or such other Payment Date in the Prepayment Period as Borrower shall elect; (ii) written confirmation from Approved Accountant or an independent certified public accounting firm reasonably satisfactory to Lender that such Defeasance Collateral is sufficient to provide the payments described in clause (i) above; (iii) a security agreement, in form and substance reasonably satisfactory to Lender, creating in favor of Lender a first priority perfected security interest in such Defeasance Collateral (a "Defeasance Pledge Agreement"); (aiv) an opinion of counsel for Borrower, in form and substance reasonably satisfactory to Lender and delivered by counsel reasonably satisfactory to Lender, opining that (1) the Issuer Defeasance Pledge Agreement has been duly authorized and is enforceable against Borrower in accordance with its terms and that Lender has a perfected first priority security interest in such Defeasance Collateral; and (2) if the Loan has been Securitized, the Defeasance (including the assumption pursuant to Section 2.1(b)) does not cause a tax to be imposed on the Securitization Vehicle or, if the Securitization Vehicle is a REMIC, does not cause any portion of the Loan to cease to be a "qualified mortgage" within the meaning of section 860G(a)(3) of the Code; and (3) the Defeasance (in the case of a Partial Defeasance, with respect to both the Defeased Note and the Undefeased Note) does not constitute a "significant modification" of the Loan under Section 1001 of the Code; (v) if all or any portion of the Loan has been Securitized, the Rating Condition with respect to such Defeasance shall have irrevocably pledged been satisfied or deemed satisfied pursuant to the Bond Trustee for the benefit definition of the Bondholders cash "Rating Condition"; (vi) instruments reasonably satisfactory to Lender releasing and discharging or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal and interest assigning to a third party Lender's Liens on the Outstanding Bonds Collateral so released (other than the Defeasance Collateral); (vii) such other customary certificates, opinions, documents or instruments as Lender and the Rating Agencies may reasonably request; and (viii) reimbursement for any costs and expenses incurred in connection with this Section 2.1 (including Rating Agency and Servicer fees and expenses, reasonable fees and expenses of legal counsel and accountants and any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection herewith). Lender shall reasonably cooperate with Borrower to Maturity Date;avoid the incurrence of mortgage recording taxes in connection with a Defeasance at Borrower's sole cost and expense. (b) If the Issuer shallLoan is not Defeased in full, if required by Borrower shall execute and deliver all documents necessary to amend and restate the Bond Trustee, provide Note with two substitute Notes: one note having a legal opinion reasonably acceptable principal balance equal to the Bond Trustee Defeased portion of the original Note (the "Defeased Note") and one note having a principal balance equal to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result undefeased portion of the original Note (the "Undefeased Note"). The entirety of the Undefeased Note may be the subject of a further Defeasance Pledge and Covenant Defeasancein accordance with the terms of this Section 2.1 (the term "Note", and will be subject as used in this Section 2.1, being deemed to such income tax on refer to the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred;Undefeased Note). (c) no Event At the time of Default the Defeasance, the Defeased Note shall have occurred and be continuing on assumed by a bankruptcy-remote entity established or designated by the date of establishment initial Lender hereunder or its designee, to which Borrower shall transfer all of the Defeasance PledgeCollateral (a "Defeasance Borrower"). The right of the initial Lender hereunder or its designee to establish or designate a Defeasance Borrower shall be retained by the initial Lender notwithstanding the sale or transfer of the Loan unless such obligation is specifically assigned to and assumed by the transferee. Such Defeasance Borrower shall execute and deliver to Lender an assumption agreement in form and substance reasonably satisfactory to Lender, or insofar such Uniform Commercial Code financing statements as Events may be reasonably requested by Lender and legal opinions of Default from bankruptcy or insolvency events counsel reasonably acceptable to Lender that are concerned, at any time in substantially equivalent to the period ending opinions delivered to Lender on the 181st day after Closing Date, including new non-consolidation opinions reasonably satisfactory to Lender and satisfactory to the date of establishment of Rating Agencies; and Borrower and the Defeasance Pledge;Borrower shall deliver such other documents, certificates and legal opinions as Lender shall reasonably request. (d) neither Borrower must give Lender and each Rating Agency at least 30 days' (and not more than 60 days') prior written notice of any Defeasance under this Section, specifying the date on which the Defeasance Pledge nor the Covenant is to occur. If such Defeasance results in is not made on such date (x) Borrower's notice LOAN AGREEMENT – Page 41 of Defeasance will be deemed rescinded, and (y) Borrower shall on such date pay to Lender all reasonable losses, costs and expenses suffered by Lender as a breach or violation consequence of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer;such rescission. (e) Upon satisfaction of the Issuer requirements contained in this Section 2.1, Lender will execute and deliver to Borrower such instruments, prepared by Borrower and approved by Lender, as shall have delivered be necessary to release the entirety of the Property, the Commercial Property, the ACL Music Venue Property, or the Remaining Property, as applicable, from the Liens of the Loan Documents and to release Borrower and Sponsor from any obligations, liabilities, guarantees and indemnities under the Loan Documents related to the Bond Trustee a certificate signed by the Chief Financial Officer applicable portion of the GP that Property which has been released hereunder and which relate to events which first occur after the Defeasance Pledge was not Defeasance, provided, Borrower and Sponsor shall continue to be liable under the Loan Documents related to any fraud or material misrepresentation made by the Issuer in conjunction with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the IssuerDefeasance.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) If all Bonds shall be paid and discharged as provided in this Section, then all obligations of the Trustee and the Issuer under this Indenture with respect to all Bonds shall have irrevocably pledged to the Bond Trustee for the benefit of the Bondholders cash or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal cease and interest on the Outstanding Bonds to Maturity Date; (b) the Issuer shallterminate, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that except only (i) the Defeasance Pledge will not be subject to any rights of creditors obligation of the IssuerTrustee to pay or cause to be paid to the owners thereof all sums due with respect to the Bonds and to register, transfer and exchange Bonds pursuant to Section 2.08, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour obligation of the Bond Issuer to pay the amounts owing to the Trustee for under Section 9.02 from the benefit of the BondholdersTrust Estate, and (iii) after the 181st day following the establishment obligation of the Defeasance PledgeIssuer to comply with Section 6.03 hereof and with the Tax Exemption Agreement. Any funds held by the Trustee at the time of such termination which are not required for payment to Bondholders or for payment to be made by the Issuer, shall be paid as provided in Section 5.10. Any Bond or portion thereof in an authorized denomination shall be deemed no longer Outstanding under this Indenture if paid or discharged in any one or more of the following ways: (i) by well and truly paying or causing to be paid the principal of and interest on such Bond which have become due and payable; or (ii) by depositing with the Trustee, in trust, cash which, together with the amounts then on deposit in the Bond Fund and dedicated to this purpose, is fully sufficient to pay when due all principal of, and premium, if any, and interest on such Bond to the maturity or earlier redemption date thereof; or (iii) by depositing with the Trustee, in trust, any investments listed in subparagraph (a) under the definition of Permitted Investments in Section 1.01 in such amount as in the written opinion of a certified public accountant will, together with the interest to accrue on such Permitted Investments without the need for reinvestment, be fully sufficient to pay when due all principal of, and premium, if any, and interest on such Bond to the maturity or earlier redemption date thereof, notwithstanding that such Bond shall not have been surrendered for payment. (b) Notwithstanding the foregoing, no deposit under clauses (ii) and (iii) of subsection (a) above shall be deemed a payment of such Bond until the earlier to occur of: (i) if such Bond is by its terms subject to redemption within 45 days, proper notice of redemption of such Bond shall have been previously given in accordance with Section 3.02 to the holder thereof or, in the event such Bond is not by its terms subject to redemption within 45 days of making the deposit under clauses (ii) and (iii) of subsection (a) above, the funds and assets so pledged will not be subject Issuer shall have given the Trustee irrevocable written instructions to mail by first-class mail, postage prepaid, notice to the effects holder of any applicable bankruptcysuch Bond as soon as practicable stating that the deposit required by clauses (ii) or (iii) of subsection (a) above, insolvencyas applicable, reorganization has been made with the Trustee and that such Bond is deemed to have been paid and further stating such redemption date or similar laws affecting creditors rights generally under dates upon which money will be available for the laws payment of the jurisdiction where principal and accrued interest thereon; or (ii) the Defeasance Pledge was established and maturity of such Bond. (c) The Trustee shall be entitled to receive a report from a nationally recognized accounting firm to provide for the corporate domicile payment of the Issuerall Bonds to be defeased pursuant to this Section.

Defeasance. 18.2.1 When any Bond has been discharged as provided in this Section, all pledges, covenants and other rights granted by this Ordinance shall cease as to the holder of such Bond. All Bonds and coupons of any series due on any date may be discharged by depositing at the bank at which the Bonds and coupons are payable, on or before the due date, a sum sufficient for the payment thereof in full; and if any Bond or coupon should not be paid when due, the same may nevertheless be discharged by depositing with the paying agent a sum sufficient for the payment thereof in full with interest accrued from the due date to the date of such deposit. The Issuer mayCity may discharge prepayable Bonds of any series which are called for redemption or prepayment on any date when they are prepayable in accordance with their terms, by depositing with the bank at its option which principal and interest are then payable, on or before that date, a sum sufficient for the payment thereof in full on the specified prepayment or redemption date, provided that notice of such redemption or prepayment has been duly given as herein provided. The City may discharge each or all of the Bonds of any series and coupons appurtenant thereto at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying when authorized by law, by irrevocably depositing in escrow with the following conditions (“Covenant Defeasance”); (a) the Issuer shall have irrevocably pledged to the Bond Trustee a suitable banking institution, for the benefit purpose of the Bondholders cash or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of paying all principal and interest due on such Bonds prior to a date upon which all of them will be prepayable according to their terms and paying all remaining Bonds of that series on that date with any redemption premium when due, a sum of cash sufficient for this purpose, or securities in such aggregate face amount, bearing interest at such rates, and maturing or callable at the Outstanding option of the holder on such dates as shall be required, with any additional cash deposited, to provide funds sufficient for this purpose; provided, that notice of the redemption of all prepayable Bonds of that series has been duly given in accordance with the terms hereinabove provided. The securities to Maturity Date; (b) be so deposited shall be limited to general obligations of the Issuer shallUnited States, if required securities whose principal and interest payments are guaranteed by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge United States and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors securities of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions federal agencies which may be authorized by law for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuersuch specific purpose.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (the “Covenant Bond Defeasance”);): (a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Bondholders cash or government obligations acceptable bonds accepted by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal (including if applicable premium payable upon exercise of a Call Option) and interest on the Outstanding Bonds to Maturity DateDate (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in during any hardening period applicable to the Defeasance Pledge (or the relevant period ending on for non-Norwegian companies) or any other date agreed between the 181st day after Parties; (c) if the date Bonds are secured, the Defeasance Pledge shall be considered as a replacement of establishment of the Security established prior to the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the its Chief Financial Executive Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others;; and (fe) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required by the Bond Trustee regarding the Covenant Bond Defeasance or Defeasance Pledge (Pledge, including any certificate from the Chief Financial Officer of the GP and a or legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that on (i) the compliance of the conditions of the Bond Defeasance, (ii) that the Defeasance Pledge constitutes a valid, perfected and enforceable Security in favour of the Bond Trustee for the benefit of the Bondholders which will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of Issuer or any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer., (iii) any relevant tax issues concerning the Bondholders, (iv) any valuation of any assets or

Defeasance. 18.2.1 The Issuer may, at its option and at On any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with date on which the following conditions have been satisfied: (“Covenant Defeasance”); (ai) the Issuer shall have irrevocably pledged Transferor has deposited (x) into the Principal Funding Account, an amount equal to the Bond Trustee outstanding principal balance of the Class A Certificates, which amount shall be invested in Eligible Investments and (y) if such defeasance occurs prior to the Early Amortization Commencement Date, into the Reserve Account an amount equal to or greater than the Class A Covered Amount, as estimated by the Transferor, for the benefit of the Bondholders cash or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal and interest on the Outstanding Bonds to Maturity Date; (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on period from the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in deposit to the period ending on Principal Funding Account through the 181st day after the date of establishment of the Defeasance Pledge; Class A Expected Final Payment Date; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (eii) the Issuer shall have Transferor has delivered to the Bond Trustee a certificate signed by the Chief Financial Officer an opinion of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance such deposit and termination of obligations as described below will not result in the Trust being required to register as an "investment company" within the meaning of the Investment Company Act of 1940, as amended, and an opinion of counsel to the effect that following such deposit none of the Trust, the Reserve Account or the Principal Funding Account will be deemed to be an association (or publicly traded partnership) taxable as a corporation; (iii) if such defeasance occurs prior to an Early Amortization Commencement Date, the Transferor has delivered to the Trustee a certificate of an officer of the Transferor stating that the Transferor reasonably believes that such deposit and termination of its obligations will not constitute an Early Amortization Event or any event that, with the giving of notice or the lapse of time, would cause an Early Amortization Event or a Series 2003-__ Early Amortization Event to occur; and (iv) the Rating Agency Condition shall have been complied withsatisfied; and that then, the Series 2003-__ Certificates will no longer be entitled to the security interest of the Trust in the Receivables or, except those set forth in clause (i) above, any other Trust assets ("Defeasance"), and the Defeasance Pledge Investor Percentages applicable to the allocation to Series 2003-__ Certificateholders of Collections of Principal Receivables, Finance Charge Receivables and the Defaulted Amount will be reduced to zero; provided, however, that if the Collateral Interest is held by the Transferor or an affiliate of the Transferor on the date the Transferor defeases the Class A Certificates, the Collateral Invested Amount will be reduced to zero. If the Collateral Interest or any portion thereof is not be subject held by the Transferor or an affiliate of the Transferor prior to any rights of creditors of such Defeasance the Issuer, (ii) the Transferor shall be obligated to satisfy any other conditions to Defeasance Pledge will constitute a valid, perfected and enforceable security interest as are set forth in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any each applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuersupplemental agreement as described in subsection 7.3(b).

Defeasance. 18.2.1 When there are in the Bond Fund sufficient funds, or non-callable and non-prepayable obligations issued by, or the full and timely payment of which are guaranteed by, the United States of America, in such principal amount, bearing interest at such rates and with such maturities as will provide, without reinvestment, sufficient amounts to pay principal or Purchase Price of, premium, if any, and interest on the Bonds as and when such amounts become due and, prior to the Fixed Rate Conversion Date or change to the Fixed Rate, as applicable, to pay the Purchase Price thereof whenever the same may be payable, as determined through a verification report or computation, which may be prepared by the Company, and when all the rights hereunder of the Authority and the Trustee have been provided for (1) the Bondowners will cease to be entitled to any right, benefit or security under this Agreement except the right to receive payment of the funds deposited and held for payment and other rights set forth below or which by their nature cannot be satisfied prior to or simultaneously with termination of the lien hereof, (2) the security interests created by this Agreement (except in such funds and investments) shall terminate, and (3) the Authority and the Trustee shall execute and deliver such instruments as may be necessary to discharge the lien and security interests created hereunder; provided, however, that, if within ninety (90) days of such deposit, the Bonds are not to be redeemed in full prior to maturity or paid in full at maturity, the Trustee and the Bond Insurer shall have received on the date of the deposit an opinion of Bond Counsel to the effect that such deposit and the investment thereof will not affect the exclusion of interest on the Bonds from gross income of the owners thereof for federal income tax purposes; and provided further that if any Bonds are to be redeemed prior to the maturity thereof, such Bonds shall have been duly called for redemption or irrevocable instructions for such a call shall have been given to the Trustee. Upon such defeasance, the funds and investments required to pay or redeem the Bonds in full shall be irrevocably set aside for such purpose. The Issuer mayTrustee shall cause to be mailed to all Bondowners within fifteen (15) days of the conditions of this section being met in the manner herein specified for redemption of Bonds a notice stating that such conditions have been met and that the lien of this Agreement has been discharged, at its option and, if the Bonds are to be redeemed prior to maturity, specifying the date of redemption and at any timethe redemption price. Any funds or property held by the Trustee for payment of the Bonds under this section and not required for such payment shall (unless there is an Event of Default hereunder, elect in which case they shall be applied as provided in Section 604), after satisfaction of all the rights of the Authority and the Trustee, and payment of the rebate, if any, due to the United States of America under IRC ss.148(f), and upon such indemnification, if any, as the Authority or the Trustee may reasonably require, be distributed to the Company. If Bonds are not presented for final payment when due and moneys are available in the hands of the Trustee therefor, the Trustee shall, without liability for interest thereon, continue to hold the moneys held for that purpose subject to Subsection 305(c), and interest shall cease to accrue on the principal amount represented thereby. When there are in the Bond Fund funds or securities as described in the preceding paragraph as are sufficient to pay principal or Purchase Price of, premium, if any, and interest on, some but not all of the Bonds in full as and when such amounts become due and all of the other conditions in the preceding paragraph have certain obligations discharged been met with respect to such Bonds, the particular Bonds (see Clause 18.2.2or portions thereof) upon complying for which such provision for payment shall have been considered made shall be selected by lot by the Trustee (or, if the Bonds are then registered to CEDE & CO. and the Book-Entry Only System is then in effect, by The Depository Trust Company) and thereupon the Trustee and the Authority shall take similar action to release the security interests created by this Agreement in respect of such Bonds (except in such funds or securities and investments thereon), subject however to compliance with the following applicable conditions (“Covenant Defeasance”set forth in the provisos above. Notwithstanding the foregoing, those provisions relating to the maturity of Bonds, interest payments and dates thereof and the Trustee's remedies with respect thereto, and provisions relating to exchange, transfer and registration of Bonds, replacement and cancellation of Bonds, the holding of moneys in trust and the duties of the Trustee in connection with all of the foregoing and the fees, expenses and indemnities of the Trustee and the Authority, shall remain in full force and effect and shall be binding upon the Trustee, the Authority, the Company and the Bondowners notwithstanding the release and discharge of this Agreement and the lien on the Series I First Mortgage Bonds until the Bonds have been actually paid in full. Notwithstanding anything herein to the contrary, if moneys or governmental obligations have been deposited or set aside with the Trustee pursuant to the provisions of this Section 204 and the principal of, premium, if any, and interest on the Bonds shall not, in fact, have been actually paid in full, no amendment to the provisions of this Section 204 will be made without the consent of the owner of each of the Bonds affected thereby. Subject to Section 808(b); (a) , any defeasance of the Issuer Bonds shall have irrevocably pledged require the prior written consent, which consent shall not be unreasonably withheld, of the Bond Insurer. Notwithstanding anything herein to the contrary, in the event that the principal and/or interest due on the Bonds shall be paid by the Bond Insurer pursuant to the Bond Trustee Insurance Policy, the Bonds shall remain Outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid by the Company, and the assignment and pledge hereunder and all covenants, agreements and other obligations of the Company to the registered owners of the Bonds shall continue to exist and shall run to the benefit of the Bondholders cash or government obligations acceptable by Bond Insurer, and the Bond Trustee (the “Defeasance Pledge”) in such amounts as will Insurer shall be sufficient for the payment of principal and interest on the Outstanding Bonds to Maturity Date; (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable subrogated to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuersuch Bondowners.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) When the principal or redemption price (as the case may be) of, and interest on all Bonds issued hereunder have been paid, or provision has been made for payment of the same, together with the compensation of the Trustee and all other sums payable hereunder by the Issuer, the right, title and interest of the Trustee in and to the Trust Estate shall thereupon cease, and the Trustee, on written demand of the Issuer, shall release this Indenture and shall execute such documents to evidence such release as may be reasonably required by the Issuer and shall turn over to the Issuer or to such person, body or authority as may entitled to receive the same all balances then held by it hereunder; provided, that if any payments have been received by the Trustee from the Credit Facility in connection with such release, such balances shall be paid to the Credit Facility Issuer to the extent of such payments. If payment or provision therefor is made with respect to less than all of the Bonds, the particular Bonds (or portion thereof) for which provision for payment shall have irrevocably pledged to been considered made shall be selected by lot by the Bond Trustee and thereupon the Trustee shall take similar action for the benefit release of the Bondholders cash or government obligations acceptable by the Bond Trustee this Indenture with respect to such Bonds. (the “Defeasance Pledge”b) in such amounts as will be sufficient Provision for the payment of Bonds shall be deemed to have been made when the Trustee holds in the Bond Fund, in trust and irrevocably sets aside exclusively for such payment, (i) moneys sufficient to make such payment provided that if a Credit Facility is then held by the Trustee, such moneys shall constitute Available Moneys or (ii) moneys and/or noncallable Government Obligations maturing as to principal and interest in such amounts and at such times as will provide sufficient moneys without reinvestment to make such payment (as verified to the Trustee by an investment banking firm or independent certified accounting firm); provided that such provision for payment may only be made after the Conversion Date, and provided further, that if a Credit Facility is then held by the Trustee, such moneys and/or Government Obligations shall have been on deposit with the Outstanding Trustee in a separate and segregated account for a period of 366 days during and prior to which no Event of Bankruptcy has occurred or which Government Obligations were purchased with Available Moneys. No Bonds to Maturity Date; in respect of which a deposit under clause (b) above has been made shall be deemed paid within the Issuer shallmeaning of this Article unless the Trustee is satisfied that the amounts deposited are sufficient to make all payments that might become due on the Bonds. Notwithstanding the foregoing, if required by the Bond Trustee, provide a legal opinion reasonably acceptable no delivery to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes under this subsection (under US federal or Norwegian tax law, if applicableb) as shall be deemed a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation payment of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered Bonds which are to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered be redeemed prior to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer.their stated maturity until such

Defeasance. 18.2.1 The Issuer may(A) Any Outstanding Bond, at its option and at or any timeportion thereof, elect shall be deemed to have certain obligations discharged (see Clause 18.2.2) upon complying been paid within the meaning and with the following conditions (“Covenant Defeasance”); (a) effect expressed in Section 1301 when the Issuer whole amount of the principal of, and interest on such Bond shall have irrevocably pledged been paid and the condition set forth in clause (vi) below shall have been satisfied or when (i) if such Bond or portion thereof shall have been selected for redemption in accordance with Section 301, the Borrower shall have given to the Bond Trustee for irrevocable instructions to give in accordance with the benefit provisions of Section 302 notice of redemption thereof; (ii) there shall be on deposit with the Trustee, Eligible Moneys, or Government Obligations purchased with Eligible Moneys, which shall not contain provisions permitting the redemption thereof other than at the option of the Bondholders cash or government obligations acceptable by holder, the Bond Trustee principal of and the interest on which when due and without any reinvestment thereof, will provide moneys which shall be sufficient to pay when due the principal of, and interest due and to become due on said Bond; (the “Defeasance Pledge”iii) in the event the Maturity Date of said Bond will not occur or said Bond is not to be redeemed within the next succeeding 60 days, the Borrower shall have given the Trustee irrevocable instructions to give notice, as soon as practicable in the same manner as a notice of redemption is given pursuant to Section 302, to the Holder of said Bond or portion thereof, stating that the deposit of such amounts as will Moneys or Government Obligations required by clause (ii) of this paragraph has been made with the Trustee and that said Bond is deemed to have been paid in accordance with this Section and stating such payment or redemption date or dates upon which moneys are to be sufficient available for the payment of the principal of and interest on the Outstanding Bonds to Maturity Date; said Bond; (biv) the Issuer shallTrustee shall have received an opinion of counsel, if required by the Bond Trusteewhich counsel is experienced in bankruptcy matters, provide a legal opinion reasonably acceptable satisfactory to the Bond Trustee and the Authority, to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result payment to the Bondholder of the Defeasance Pledge and Covenant Defeasance, and will moneys described in clause (ii) of this paragraph would not constitute a transfer which may be subject to such income tax on avoided under any provision of the same amount and Federal Bankruptcy Code in the same manner event of an Act of Bankruptcy; and at (v) the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default Trustee shall have occurred received an opinion of counsel experienced in tax matters under the Code and be continuing on the date of establishment of the Defeasance Pledgematters relating to Regulation 3582, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered satisfactory to the Bond Trustee a certificate signed by and the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeatingAuthority, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, deposit described in clause (ii) of this paragraph would not adversely affect the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour treatment of the Bond interest received by the Bondholders as income from sources within the Commonwealth or as Eligible Activities as defined in Regulation 3582. (B) Neither the moneys nor the Government Obligations deposited with the Trustee pursuant to this Section nor principal or interest payments on any such obligations shall be withdrawn or used for any purpose other than, and shall be held in trust for, the benefit payment of the Bondholders, principal of and interest on said Bond. (iiiC) after the 181st day following the establishment If payment of less than all of the Defeasance PledgeBonds is to be provided for in the manner and with the effect described in this Article, the funds Trustee shall select such Bonds, or portions thereof, by such method as the Trustee shall deem fair and assets so pledged will not be subject appropriate. (D) If Bonds (or portions thereof) are deemed to have been paid in accordance with the provisions of this Article by reason of the deposit with the Trustee or moneys or Government Obligations, no amendment to the effects provisions of any applicable bankruptcy, insolvency, reorganization this Section which would adversely affect the Holders of such Bonds (or similar laws affecting creditors rights generally under portions hereof) shall be made without the laws Consent of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuereach Holder affected thereby.