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 (“Security and Covenant Defeasance”): (a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Bondholders cash or government 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 Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (b) 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 during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer 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 (e) 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, including any certificate or legal opinion 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 or any 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 (“Security and Covenant Defeasance”):); (a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Bondholders cash or government bonds accepted obligations acceptable 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 Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the PartiesDate; (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 during any hardening in the period applicable to ending on the Defeasance Pledge (or 181st day after the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to 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 its the Chief Executive 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; and; (ef) 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 or from the Chief Financial Officer of the GP and a legal opinion on from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the compliance Defeasance Pledge will not be subject to any rights of creditors of the conditions of the Security and Covenant DefeasanceIssuer, (ii) that the Defeasance Pledge constitutes will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders which 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 rights of creditors of the 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 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 (“Security and 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 bonds accepted by Holders of the Bond Trustee (the “Defeasance Pledge”) in Securities of such amounts as will be sufficient series, for the payment of principal (including if applicable premium payable upon exercise the Principal of a Call Option) and interest on the Outstanding Bonds to Final Maturity Date Securities of such series, money or U.S. Government Obligations or a combination thereof sufficient (or redemption upon a exercise unless such funds consist solely of money, in the opinion of a notified Call Optionnationally 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 any other amount agreed between charges and assessments in respect thereof payable by the PartiesTrustee, 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 Company or the Guarantor, as the case may be, is a party or by which it is bound; (c) no Event Default with respect to the Securities of Default such series 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 during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledgesuch deposit; (d) the Issuer Company shall have delivered to the Bond Trustee either (x) a certificate signed by its Chief Executive Officer ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors Holders of the Issuer Securities of such series will not recognize income, gain or with loss for federal income tax purposes as a result of such discharge under this Section 9.02 and will be subject to federal income tax on the intent same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred or (y) an Opinion of defeating, hindering, delaying or defrauding any other creditors of Counsel to the Issuer or otherssame effect as the ruling described in clause (x) above; and (e) the Issuer shall have Company has delivered to the Bond Trustee any certificate or legal opinion reasonably required an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance this Section 9.02 of the conditions Securities of such series have been complied with. The obligations of the Security Company and Covenant Defeasancethe Guarantor in Sections 2.02 through 2.12, (ii) that 4.02, 8.07, 8.08, 9.04 and 9.05, as applicable, with respect to the Defeasance Pledge constitutes a validSecurities of such series and the Guarantee thereof shall survive until such Securities are no longer outstanding. Thereafter, perfected and enforceable security in favour only the obligations of the Bond Trustee for the benefit of the Bondholders which will not be subject to any rights of creditors of the Issuer or any 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 Issuer,Guarantor 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 (“Security and 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 bonds accepted 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 (including of and premium, if applicable premium payable upon exercise of a Call Option) any, and interest on such Bonds, as and when the Outstanding same shall become due and payable; (2) by delivering such Bonds to Final 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 upon a exercise shall have been given as provided in Article IV of a notified Call Optionthis 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 other amount agreed between the Parties;lien, benefit or security under this Master Indenture except as provided in subsection (d) below. (b) 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, NVTC may at any time during any hardening period applicable surrender to the Defeasance Pledge (or the relevant period Trustee for non-Norwegian companies) or cancellation any other date agreed between the Parties;Bonds previously authenticated and delivered that NVTC may have acquired in any manner whatsoever, and such Bonds, upon such surrender and cancellation, shall be deemed to be paid and retired as provided in this Section. (c) if Upon such defeasance all rights of NVTC, including its right to provide for optional redemption of Bonds on dates other than planned pursuant to such defeasance, shall cease unless specifically retained by filing a written notification thereof with the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established Trustee on or prior to the date the Defeasance Pledge;Amount is deposited with the Trustee or escrow agent. (d) the Issuer When a Bond is deemed to be paid hereunder, as aforesaid, it shall have delivered no longer be secured by or entitled to the Bond Trustee a certificate signed by its Chief Executive Officer that benefits of this Master Indenture, except for the purposes of any such payment (to the exclusion of all other Owners) from the Defeasance Pledge was not made by Amount and except for the Issuer with provisions of this Section, Articles III and IV (and the intent of preferring the Bondholders over any other creditors corresponding sections of the Issuer or with the intent Series Supplements) and Section 6.1 of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; and (e) 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, including any certificate or legal opinion 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 or any 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,this Master Indenture.

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 (“Security and 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 bonds accepted 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 payment giving of principal (including if applicable premium payable upon exercise notice of a Call Optionredemption) 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 dates, for the period from the date through which interest on the Outstanding Bonds Securities has been paid to Final 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 (ii) U.S. Government obligations in such aggregate principal amount and maturity on such dates as will, together with the income or redemption upon 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 amounts set forth in the foregoing clauses (A) and (B); or (iii) a exercise combination of (i) and (ii) sufficient (in the cases of deposits made pursuant to (ii) or (iii)), in the opinion of a notified Call Option) nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of, and interest on, the outstanding Securities on the dates such installments of principal or any other amount agreed between the Parties; interest are due; (b2) no Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Securities 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 during any hardening period applicable to the Defeasance Pledge such deposit; (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (d3) the Issuer Issuers shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer (A) an Opinion of Counsel to the effect that the Defeasance Pledge was not made by deposit of such funds or investments or both to defease the Issuer Issuers' obligations in respect of the Securities is in accordance with the intent provisions 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 this Indenture and (eB) 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, including any certificate or legal opinion on either (i) an Opinion of Counsel to the compliance effect that Holders of the conditions Securities will not recognize income, gain or loss for United States federal income tax purposes as a result of the Security exercise of the option under this Section 9.5 and Covenant Defeasancewill be subject to United States federal income tax on the same amount and in the same manner and at the same time as would have been the case if such option had not been exercised, or (ii) a private letter ruling to that effect directed to the Defeasance Pledge constitutes a valid, perfected Trustee received from the United States Internal Revenue Service; and enforceable security in favour (4) the deposit of the Bond Trustee for the benefit of the Bondholders which will such funds or investments shall not be subject to any rights of creditors of the Issuer or any 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,contravene applicable law.

Defeasance. 18.2.1 The Issuer may, at its option and Borrower shall not be permitted at any timetime to defease all or any portion of the Loan except as expressly provided in this Section 2.10. Provided that no Event of Default has occurred and is continuing, elect after the date which is two (2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan (a "Full Defeasance") or a portion of the Loan (a "Partial Defeasance"), in either case, subject to have certain obligations discharged (see Clause 18.2.2) upon complying with the satisfaction of the following conditions (“Security and Covenant Defeasance”):precedent: (a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit Any Full Defeasance or Partial Defeasance of the Bondholders cash or government bonds accepted Loan by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will Borrower shall be sufficient for the payment of principal (including if applicable premium payable upon exercise of made on a Call Option) and interest on the Outstanding Bonds to Final Maturity Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties;Payment Date, (b) no Event Borrower shall provide not less than fifteen (15) days prior written notice to Lender specifying (i) a Payment Date (the "Defeasance Release Date") on which the Full Defeasance or Partial Defeasance is to occur, and (ii) in the event of Default a Partial Defeasance, the Individual Property proposed to be defeased; provided, that, Borrower shall have occurred and be continuing required to defease the Loan 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 during any hardening period applicable Release Date specified in such notice unless such notice is revoked in writing by Borrower prior to the such Defeasance Pledge (or the relevant period Release Date in which event Borrower shall immediately reimburse Lender for non-Norwegian companies) or any other date agreed between the Parties;reasonable costs incurred by Lender in connection with Borrower's giving of such notice and revocation, (c) if Borrower shall have paid to Lender all principal and interest accrued and unpaid on the Bonds are secured, Principal Indebtedness to and including the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge;Release Date, (d) the Issuer Borrower shall have delivered pay to the Bond Trustee a certificate signed by its Chief Executive Officer that the Defeasance Pledge was not made by the Issuer Lender all reasonable out-of-pocket fees and expenses associated with the intent Full Defeasance or Partial Defeasance, as applicable (including, without limitation, fees of preferring the Bondholders over any other creditors of the Issuer or Rating Agencies and accountants, and fees incurred in connection with the intent delivery of defeatingopinion letters related to such Full Defeasance or Partial Defeasance, hinderingas applicable), delaying reasonable fees and out-of-pocket costs of any loan servicer (if any) in connection with the Full Defeasance or defrauding any Partial Defeasance, as applicable, and all other creditors of sums then due and payable under the Issuer or others; andLoan Documents, (e) the Issuer Borrower shall have delivered either deposit with Lender an amount equal to the Bond Trustee any certificate or legal opinion Defeasance Deposit, or, at Lender's request, deliver to Lender the Defeasance Collateral. In connection with the foregoing, Borrower appoints Lender as Borrower's agent for the purpose of applying the Defeasance Deposit to purchase the Defeasance Collateral, (f) Borrower shall execute and deliver to Lender all documents reasonably required by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on Lender (i) in the compliance case of a Full Defeasance, to amend and restate the Note in a principal amount equal to the then outstanding principal balance of the conditions of Loan (the Security "Full Defeased Note"), and Covenant Defeasance, (ii) that in the case of a Partial Defeasance, to issue two substitute notes as (A) one promissory note in a principal amount equal to, (1) with respect to the Partial Defeasance Pledge constitutes a validof Individual Properties representing, perfected and enforceable security in favour the aggregate, the first 25% (based upon applicable Allocated Loan Amounts) to be defeased hereunder during the term of the Bond Trustee Loan, 100% of the Allocated Loan Amount of the Individual Property to be defeased, and (2) otherwise, 125% of the Allocated Loan Amount of the Individual Property to be defeased (the "Defeased Note"); and (B) the other promissory note having a principal balance equal to the Allocated Loan Amounts of all Individual Properties (including the Individual Property being defeased) less the amount of the Defeased Note (the "Undefeased Note"). The Defeased Note and the Undefeased Note shall have terms identical to the terms of the Note, except for the benefit principal balance and a pro rata allocation of the Bondholders which will not be subject to any rights of creditors of the Issuer or any 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,the

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) 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 bonds accepted 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 (including if applicable premium payable upon exercise iii) any combination of a Call Option) 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 to Final Maturity Date (or redemption upon a exercise extent such deposit does not consist of a notified Call Option) or any other amount agreed between uninvested cash, the Parties; (b) no Event of Default Trustee shall have occurred and be continuing on received a report of an independent accountant or firm of accountants selected by the date of establishment Corporation verifying that the computations of the amount available from Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at Obligations when added to any time during any hardening period applicable cash available shall be sufficient to meet the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties;requirements hereof. (c) if Neither the Bonds are securedobligations nor the moneys deposited with the Trustee pursuant to this Section 9.1 shall be withdrawn or used for any purpose other than, and shall be segregated and held in trust for, the Defeasance Pledge shall be considered as a replacement payment of the security established prior to the Defeasance Pledge;principal or redemption price of, and interest on, said Bonds. (d) Whenever moneys or obligations shall be deposited with the Issuer shall have delivered Trustee for the payment or redemption of Bonds more than 60 days prior to the Bond date that such Bonds are to mature or be redeemed, the Trustee shall mail a certificate signed by its Chief Executive Officer notice stating that such moneys or obligations have been deposited and identifying the Defeasance Pledge was not made by Bonds for the Issuer with payment of which such moneys or obligations are being held, to the intent Holders of preferring Bonds for the Bondholders over any other creditors payment of the Issuer which such moneys or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; andobligations are being held. (e) the Issuer Prior to any defeasance becoming effective under this Trust Agreement, there shall have been delivered to the Trustee an opinion of Bond Trustee any certificate or legal opinion reasonably required Counsel, satisfactory to the Trustee, to the effect that interest on the Bonds being paid by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion 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 such defeasance will not be become subject to any rights federal income taxation by reason of creditors of the Issuer or any 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,such defeasance.

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 (“Security and 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 bonds accepted by (b) May 1, 2010, Borrower may cause the Bond Trustee (release of the “Defeasance Pledge”) in such amounts as will be sufficient for Property from the payment lien of principal (including if applicable premium payable the Mortgage and the other Loan Documents upon exercise the satisfaction of a Call Option) and interest on the Outstanding Bonds to Final Maturity Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties;following conditions: (bA) 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 insofar as Events of Default from bankruptcy other costs related to such release), shall be paid in full on or insolvency events are concerned, at any time during any hardening period applicable prior to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the PartiesRelease Date; (cD) if the Bonds are secured, the Defeasance Pledge Borrower shall be considered as a replacement of the security established 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 PledgeCollateral, 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; (d2) (i) direct non-callable obligations of, or guaranteed as to timely payment by, the Issuer shall have delivered United States of America or other obligations which are “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or (ii) to the Bond Trustee 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 no event later than) all successive Scheduled Payment Dates occurring after the Release Date during the Lockout Period, 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 (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 Security 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; (3) a certificate signed by its Chief Executive Officer of Borrower certifying that all of the requirements set forth in this Section 2.4(b)(i) have been satisfied; (4) one or more opinions of counsel for Borrower that are customary in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that (i) Lender has a perfected security interest in the Defeasance Collateral and that the Defeasance Pledge was not made by Security Agreement is enforceable against Borrower in accordance with its terms, (ii) in the Issuer event of a bankruptcy proceeding or similar occurrence with the intent of preferring the Bondholders over any other creditors respect to Borrower, none of the Issuer or with the intent Defeasance Collateral nor any proceeds thereof will be property of defeating, hindering, delaying or defrauding any other creditors Borrower’s estate under Section 541 of the Issuer U.S. Bankruptcy Code or othersany similar statute and the grant of security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the U.S. Bankruptcy Code or applicable state law, (iii) the release of the lien 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 (e6) such other certificates, documents and instruments as a prudent institutional lender may reasonably require; and (E) in the Issuer shall have delivered to event the Bond Trustee Loan is held by a REMIC Trust, Lender has received written confirmation from any certificate or legal opinion reasonably required by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including Rating Agency rating any certificate or legal opinion on (i) the compliance Securities that substitution of the conditions Defeasance Collateral will not result in a downgrade, withdrawal, or qualification of the Security and Covenant Defeasance, 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 Pledge constitutes a validSecurity Agreement, perfected as so assigned and assumed, are enforceable security against the Successor Borrower in favour 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 (B) 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 review of the Bond Trustee for proposed transferee and the benefit preparation of the Bondholders which will not be subject assignment and assumption agreement and related certificates, documents and instruments and any fees payable to any rights of creditors Rating Agencies and their counsel in connection with the issuance of the Issuer or any bankruptcyconfirmation referred to in subsection (b)(i)(E) above). Upon such assignment and assumption, insolvencyBorrower shall be relieved of its obligations hereunder, reorganization or similar laws affecting creditors rights generally under the laws of Note, under the jurisdiction where other Loan Documents and under the Defeasance Pledge was established Security Agreement, except as expressly set forth in the assignment and 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 corporate domicile 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 liability on Lender or grant Borrower any right to defease the Issuer,Loan during any such REMIC Prohibition Period.

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 (“Security and 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 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 and prepayment premiums (if any) evidenced by such Certificates Outstanding, as and when the Outstanding Bonds to Final Maturity Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Partiessame become due and payable and all Additional Rent; (b) no Event of Default shall have occurred and be continuing on By making an irrevocable deposit with the date of establishment of the Defeasance PledgeTrustee, or insofar as Events of Default from bankruptcy or insolvency events are concernedin trust, at any time during any hardening period applicable 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 the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Partiespay such Certificates Outstanding, including all principal and interest and premium, if any, evidenced thereby and all Additional Rent; (c) By making an irrevocable deposit with the Trustee, in trust, of Defeasance Obligations, together with money, if required, in such amount as will, in the Bonds are secured, the Defeasance Pledge shall be considered as a replacement opinion of the security established prior an independent certified public accountant acceptable to the Defeasance Pledge;Trustee, together with the interest to accrue thereon, but without reinvestment thereof, and amounts then on deposit in the Lease Payment Fund together with the 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) By making an irrevocable deposit with the Issuer Trustee, pursuant to an escrow deposit and trust agreement, of security for the payment of Lease Payments and Additional Rent as more particularly described in 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 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 such Certificate or portion thereof is to be prepaid, notice of such prepayment shall have delivered been given in accordance with the provisions hereof or the Lessee shall have submitted to the Bond Trustee a certificate signed by its Chief Executive Officer instructions expressed to be irrevocable as to the date upon which such Certificate or portion thereof is to be prepaid and as to the giving of notice of such prepayment; provided further, that the Defeasance Pledge was if any such Certificate or portion thereof will not made by the Issuer with the intent of preferring the Bondholders over any other creditors be paid or prepaid as to principal within 60 days of the Issuer or with deposit referred to in paragraphs (b) through (d) of this Section, the intent Trustee shall give notice of defeating, hindering, delaying or defrauding any other creditors such deposit by first class mail to the Owners. If the Lessee prepays the Lease Payments and Additional Rent in full pursuant to Article X of the Issuer Lease Agreement, makes the advance deposit required by Section 10.1 of the Lease Agreement or otherspays all Lease Payments and Additional Rent during the term of the Lease Agreement as the same become due and payable, all right, title and interest of the Trustee and the Lessor in and to each element of the Leased 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; and (e) but the Issuer shall have delivered Trustee and the Lessor agree to the Bond Trustee take any certificate or legal opinion and all steps and execute and record any and all documents reasonably required by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance Lessee to consummate such vesting 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 or any 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,title.

Defeasance. 18.2.1 The Issuer mayAt any time prior to the Anticipated Repayment Date for any Component then outstanding, at its option and the Borrowers may Defease all Components of the Loan at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying as of the last day of an Interest Accrual Period, in accordance with the following conditions (“Security and Covenant Defeasance”):provisions: (aA) the Issuer Lender shall have irrevocably pledged received from the Borrowers not less than thirty (30) days’ prior written notice specifying the date proposed for such Defeasance and the amount which is to be Defeased (which amount must represent the aggregate Component Principal Balance of all then outstanding Components of the Loan)). (B) The Borrowers shall also pay to Lender all interest due through and including the last day of the Interest Accrual Period during which such defeasance is being made, together with any and all other amounts due and owing pursuant to the Bond Trustee for the benefit terms of the Bondholders cash or government bonds accepted by the Bond Trustee (the “Defeasance Pledge”) Loan Documents, including, without limitation, then outstanding Administrative Fees and any costs incurred in such amounts as will be sufficient for the payment of principal (including if applicable premium payable upon exercise of connection with a Call Option) and interest on the Outstanding Bonds to Final Maturity Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties;Defeasance. (bC) no No Event of Default shall have occurred and be continuing continuing. (D) The Borrowers shall (i) deliver Federal Obligations sufficient to make the Scheduled Defeasance Payments to Lender and (ii) deliver to Lender (1) a security agreement, in form and substance reasonably satisfactory to Lender, creating a first priority lien on the date Federal Obligations purchased by Borrowers in accordance with the terms of establishment this Section 11.3 (the “Security Agreement”); (2) an Officer’s Certificate certifying that the requirements set forth in this Section 11.3 have been satisfied; (3) an opinion of counsel for the Borrowers in form and substance reasonably satisfactory to Lender stating, among other things, that Lender has a first priority perfected security interest in the Federal Obligations; (4) a certificate, in form and substance reasonably satisfactory to Lender from an independent certified public accountant confirming that the requirements of Section 11.3(D)(i) have been satisfied; and (5) such other certificates, documents, opinions or instruments as Lender may reasonably request. (E) Lender shall have received a Rating Agency Confirmation. (F) If the Borrowers will continue to own any assets other than the Federal Obligations delivered to Lender, the Borrowers shall establish or designate a special-purpose bankruptcy-remote successor entity reasonably acceptable to Lender (the “Successor Borrowers”), with respect to which a substantive non-consolidation opinion satisfactory to Lender has been delivered to Lender (provided, that a non-consolidation opinion substantially equivalent to the non-consolidation opinion delivered to Lender on the Closing Date shall be deemed satisfactory to Lender) and the Borrowers shall transfer and assign to the Successor Borrowers all obligations, rights and duties under the Notes and the Security Agreement, together with the pledged Federal Obligations. The Successor Borrowers shall assume the obligations of the Defeasance Pledge, or insofar as Events Borrowers under the Notes and the Security Agreement and the Borrowers shall be relieved of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable their obligations hereunder and thereunder. The Borrowers shall pay Ten and No/100 Dollars ($10.00) to the Defeasance Pledge (or the relevant period Successor Borrowers as consideration for non-Norwegian companies) or any other date agreed between the Parties;assuming such Borrowers obligations. (cG) if the Bonds are secured, the Defeasance Pledge The Borrower shall be considered as a replacement deliver an opinion of the security established prior counsel to the Defeasance Pledge; (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer effect that the Defeasance Pledge was will not made by the Issuer with the intent of preferring the Bondholders over any other creditors constitute a “significant modification” of the Issuer Loan or with the intent of defeating, hindering, delaying or defrauding any other creditors a “deemed exchange” of the Issuer or others; andNotes under section 1001 of the IRC. (eH) If the Issuer shall have delivered Borrowers Defease all Components pursuant to this Section 11.3, Lender shall, promptly upon satisfaction of all the following terms and conditions execute, acknowledge and deliver to the Bond Trustee any certificate or legal opinion reasonably required by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance Borrowers a release of the conditions of applicable Loan Documents with respect to the Security and Covenant Defeasance, (ii) Sites in recordable form for such Release; provided that the Defeasance Pledge constitutes a validBorrowers shall, perfected at their sole expense, prepare any and enforceable security in favour all documents and instruments necessary to effect the Release, all of the Bond Trustee for the benefit of the Bondholders which will not shall be subject to any rights the reasonable approval of creditors Lender, and the Borrowers shall pay all costs reasonably incurred by Lender (including, but not limited to, reasonable attorneys’ fees and disbursements, title search costs or endorsement premiums) in connection with the review, execution and delivery of the Issuer or any 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,Release.

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 (“Security effect expressed in this Article VIII, and Covenant Defeasance”):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 bonds accepted 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 (including of and premium, if applicable premium payable upon exercise of a Call Option) 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 Final Maturity Date (or redemption upon a exercise the extent practicable, be invested in Government Obligations of a notified Call Option) or any other amount agreed between the Parties; type described in clause (b) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledgepreceding paragraph maturing at times and in amounts sufficient to pay when due the principal of and premium, if any, and interest to become due on said Bonds or insofar portions thereof on and prior to such redemption date or maturity date thereof, as Events of Default the case may be, and interest earned from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable such reinvestments shall be paid over to the Defeasance Pledge (Company, as received by the Trustee, free and clear of any trust, lien or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if pledge hereunder. If payment of less than all the Bonds are securedis to be provided for in the manner and with the effect provided in this Article VIII, the Defeasance Pledge Trustee shall be considered as a replacement select such Bonds or portions of Bonds in the security established manner specified by Section 3.02 hereof for selection for redemption of less than all Bonds in the principal amount designated to the Trustee by the Company. At or prior to the Defeasance Pledge; (d) time of the Issuer deposit of any Government Obligations with the Trustee pursuant to this Section 8.01, the Company shall have delivered provide the Trustee with a certificate of an accountant or an accounting firm as to the Bond Trustee a certificate signed by its Chief Executive Officer that sufficiency of such Government Obligations to pay when due the Defeasance Pledge was not made by the Issuer with the intent principal of preferring the Bondholders over any other creditors and premium, if any, and interest due and to become due as set forth in clause (b) of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; and (e) 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, including any certificate or legal opinion 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 or any 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,preceding paragraph.

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 “Release Date”) on which the Defeasance Collateral is to be delivered; B. all accrued and unpaid interest and all other sums due under this Mortgage, the Note and under the other Loan Documents up to the Release Date, including, without limitation, all costs and expenses incurred by Mortgagee or its agents in connection with such release (including, without limitation, the review of the proposed Defeasance Collateral and the preparation of the Defeasance Security Agreement (as hereinafter defined) and Covenant Defeasance”):related documentation), shall be paid in full on or prior to the Release Date; and C. Mortgagor shall deliver to Mortgagee on or prior to the Release Date: (a1) 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 Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Bondholders cash or government bonds accepted by the Bond Trustee 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 such satisfaction of all amounts as will 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 sufficient for the payment of principal (including if applicable premium payable upon exercise of a Call Option) and interest on the Outstanding Bonds refunded to Final Maturity Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the PartiesMortgagor promptly after each Payment Date; (b2) no Event direct, non-callable obligations of Default 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 payment being equal to or greater than the 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 have occurred be due and be continuing payable in full on the date Maturity Date) (the “Defeasance Collateral”), each of establishment 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 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 Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to Security Agreement the first priority security interest in the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the PartiesCollateral in favor of Mortgagee in conformity with all applicable state and federal laws governing granting of such security interests; (c3) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement certificate of Mortgagor certifying that all of the security established prior to the Defeasance Pledgerequirements set forth in this Section 12.5 have been satisfied; (d4) 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 Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer Defeasance Collateral and that the Defeasance Pledge was 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 made 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 Issuer Mortgagee has received written confirmation from any Rating Agency rating any securities issued in connection with the intent of preferring the Bondholders over any other creditors a securitization that substitution of the Issuer Defeasance Collateral will not result in a downgrade, withdrawal, or with the intent of defeating, hindering, delaying or defrauding any other creditors qualification of the Issuer 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 othersgreater 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; (7) a letter or other written evidence from any applicable Rating Agency that the defeasance will not result in the withdrawal, downgrade or qualification of the ratings assigned to any certificates issued in connection with a securitization of the Mortgaged Property, if applicable; and (e) 8) such other certificates, documents or instruments as Mortgagee may reasonably require. Upon compliance with the Issuer requirements of this Section 12.5, the Mortgaged Property shall have delivered 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 Bond Trustee any certificate or legal opinion reasonably required by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance lien of the conditions 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 Collateral, to a successor entity designated by Mortgagor and approved by Mortgagee in its sole discretion. Such successor entity shall execute an assumption agreement in form and 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 assignment and Covenant Defeasanceassumption, 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 Note, the Defeasance Security Agreement and the other Loan Documents, as so assumed, are enforceable against such successor entity in accordance with their respective terms, (iiy) that pay all costs and expenses incurred by Mortgagee or its agents in connection with such assignment and assumption (including, without limitation, the review of the proposed transferee and the preparation of the assumption agreement and related documentation) and (z) 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 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 or any 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,Security 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 (“Security and Covenant Defeasance”): (a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Bondholders cash or government 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 Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (b) 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 the entire Loan and obtain a release of the lien of the Security Instrument by providing Lender with the Total Defeasance Collateral (hereinafter, a “Total 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 “Total Defeasance Date”) on which the Total 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 Total Defeasance Date (provided, that, if such Total 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, unless the Total Defeasance Collateral shall be sufficient to make such payments, together with all other payments required to be made hereunder); (B) all other sums, if any, due and payable under the Note, this Agreement, the Security Instrument and the other Loan Documents through and including the Total Defeasance Date (or, if the Total Defeasance Date is not a Monthly Payment Date, the next occurring Monthly Payment Date); (C) all escrow, closing, recording, legal, Rating Agency and other reasonable fees, costs and expenses paid or incurred by Lender or its agents in connection with the Total Defeasance Event, the release of the lien of Security Instrument on the Property, the review of the proposed Defeasance Collateral and the preparation of the Security Agreement, the Defeasance Collateral Account Agreement 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 Total Defeasance Event; (iii) Borrower shall deposit the Total 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 of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to Collateral Account and the Total Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the PartiesCollateral; (cv) if the Bonds are securedBorrower 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 shall be considered as Collateral Account and the Total Defeasance Collateral; (B) the Total Defeasance Event will not result in a replacement 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 (C) delivery of the Total Defeasance Collateral and the grant of a security established prior interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; (ii) a REMIC Opinion with respect to the Total Defeasance PledgeEvent; and (iii) a New Non-Consolidation Opinion with respect to Successor Borrower; (dvi) the Issuer Borrower shall have delivered deliver to Lender a Rating Agency Confirmation as to the Bond Trustee Total Defeasance Event; (vii) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.8 have been satisfied; (viii) Borrower shall deliver a certificate signed by its Chief Executive Officer of a nationally recognized public accounting firm acceptable to Lender certifying that the Total 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 othersScheduled Defeasance Payments; and (eix) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request. (b) If Borrower has elected to defease the Issuer entire Loan and the requirements of this Section 2.8 have been satisfied, the Property shall have delivered be released from the lien of the Security Instrument and the Total Defeasance Collateral pledged pursuant to the Bond Trustee any certificate Security Agreement shall be the sole source of collateral securing the Loan. In connection with the release of the lien, Borrower shall submit to Lender, not less than fifteen (15) days prior to the Total Defeasance Date (or legal opinion such shorter time as is acceptable to Lender in its sole discretion), a release of lien (and related Loan Documents) for execution by Lender. Such release shall be in a form appropriate in the jurisdiction in which the Property is located and that contains standard provisions protecting the rights of the releasing lender. In addition, Borrower shall provide all other documentation Lender reasonably required requires to be delivered by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance PledgeBorrower in connection with such release, including any certificate or legal opinion on together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all Legal Requirements, and (ii) will effect such release in accordance with the compliance terms of this Agreement. Except as set forth in this Article 2, no repayment, prepayment or defeasance of all or any portion of the conditions Loan shall cause, give rise to a right to require, or otherwise result in, the release of the lien 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 or any 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,Instrument.

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 (“Security and 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 bonds accepted by Holders of the Bond Trustee (the “Defeasance Pledge”) in Securities of such amounts as will be sufficient series, for the payment of principal (including if applicable premium payable upon exercise the Principal of a Call Option) and interest on the Outstanding Bonds to Final Maturity Date Securities of such series, money or U.S. Government Obligations or a combination thereof sufficient (or redemption upon a exercise unless such funds consist solely of money, in the opinion of a notified Call Optionnationally 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 any other amount agreed between charges and assessments in respect thereof payable by the PartiesTrustee, 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 Company is a party or by which it is bound; (c) no Event Default with respect to the Securities of Default such series 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 during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledgesuch deposit; (d) the Issuer Company shall have delivered to the Bond Trustee either (x) a certificate signed by its Chief Executive Officer ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors Holders of the Issuer Securities of such series will not recognize income, gain or with loss for federal income tax purposes as a result of such discharge under this Section 8.02 and will be subject to federal income tax on the intent same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred or (y) an Opinion of defeating, hindering, delaying or defrauding any other creditors of Counsel to the Issuer or otherssame effect as the ruling described in clause (x) above; and (e) the Issuer shall have Company has delivered to the Bond Trustee any certificate or legal opinion reasonably required an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance this Section 8.02 of the conditions 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 8.05 with respect to the Security Securities of such series shall survive until such Securities are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07 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 or any 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,8.05 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 (“Security and Covenant Defeasance”): (a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Bondholders cash or government 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 Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (b) 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 to voluntarily defease the entire Loan and obtain a release of the lien of the Mortgage by providing Lender with the Defeasance Collateral (hereinafter, a "Defeasance Event") upon satisfaction of the following conditions precedent: (i) Borrower shall provide Lender not less than thirty (30) days notice (or such shorter period of time permitted by Lender in its sole discretion) specifying a date (the "Defeasance Date") on which the Defeasance Event is to occur; (ii) Borrower shall pay to Lender (A) all payments of principal and interest due on the date Loan to and including the Defeasance Date and (B) all other sums then due and payable under the Note, this Agreement, the Mortgage and the other Loan Documents; (iii) Borrower shall deposit the Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of establishment Sections 2.5.2 and 2.5.3 hereof; (iv) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance PledgeCollateral Account and the Defeasance Collateral; (v) Borrower shall deliver to Lender opinions of counsel for Borrower that are 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 Collateral Account and the Defeasance Collateral, (B) if a Securitization has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a "real estate mortgage investment conduit" within the meaning of Section 860D of the Code as a result of a Defeasance Event pursuant to this Section 2.5.1, (C) the Defeasance Event will not 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, (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 insofar applicable state law and (E) a non-consolidation opinion with respect to the Successor Borrower; (vi) Borrower shall deliver to Lender a Rating Agency Confirmation as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the PartiesEvent; (cvii) if Borrower shall deliver an Officer's Certificate certifying that the Bonds are securedrequirements set forth in this Section 2.5.1 (a) have been satisfied; (viii) Borrower shall deliver a certificate of a "big five" or other nationally recognized public accounting firm acceptable to Lender certifying that the Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (ix) Borrower shall deliver such other certificates, opinions, documents and instruments as the Rating Agencies may require; and (x) Borrower shall pay all reasonable out-of-pocket costs and expenses of Lender incurred in connection with the Defeasance Event, including Lender's reasonable out-of-pocket attorneys' fees and expenses and Rating Agency fees and expenses. (b) If Borrower has elected to defease the Note and the requirements of this Section 2.5.1 have been satisfied, the Defeasance Pledge Property shall be considered as a replacement released from the Lien of the security established Mortgage and the Defeasance Collateral pledged pursuant to the Security Agreement shall be the sole source of collateral securing the Note. In connection with the release of the Lien of the Mortgage, Borrower shall submit to Lender, not less than thirty (30) days prior to the Defeasance Pledge; Date (dor such shorter time as is acceptable to Lender in its sole discretion), an assignment or release of Lien (and related Loan Documents) for execution by Lender. Such release shall be in a form appropriate in New York, New York and that contains standard provisions protecting the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors rights of the Issuer or releasing lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with the intent of defeatingsuch release, hindering, delaying or defrauding any other creditors of the Issuer or others; and (e) 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, including any certificate or legal opinion on together with an Officer's Certificate certifying that such documentation (i) the is in compliance of the conditions of the Security with all Legal Requirements, and Covenant Defeasance, (ii) that will effect such release in accordance with the Defeasance Pledge constitutes a validterms of this Agreement. Borrower shall pay all costs, perfected taxes and enforceable security in favour expenses associated with the release of the Bond Trustee for the benefit Lien of the Bondholders which will not be subject to Mortgage, including Lender's reasonable out-of-pocket attorneys' fees. Except as set forth in Section 2.4 and this Section 2.5, no repayment, prepayment or defeasance of all or any rights of creditors portion of the Issuer Note shall cause, give rise to a right to require, or any bankruptcyotherwise result in, insolvency, reorganization or similar laws affecting creditors rights generally under the laws release of the jurisdiction where the Defeasance Pledge was established and the corporate domicile lien of the Issuer,Mortgage on the Property.

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 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 Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (b) 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 during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer 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 (e) 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, including any certificate or legal opinion 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 or any 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 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 Any provision hereof to the Bond Trustee for the benefit of the Bondholders cash or government 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 Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (b) 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 concernedcontrary notwithstanding, at any time during any hardening period applicable 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 Pledge (Date, including, without limitation, all reasonable costs and expenses incurred by Lender or its agents in connection with such defeasance, including, without limitation, any legal fees and expenses incurred in connection with obtaining and reviewing the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are securedDefeasance Collateral, the preparation of the Defeasance Pledge Security Agreement (as defined below) and related documentation, accountant fees, and investment advisor fees, all of which shall be considered as a replacement of the security established paid in full on or prior to the Defeasance PledgeDate; (diii) no Event of Default, and no event or condition that, with the Issuer giving of notice or passage of time or both, would constitute an Event of Default, shall have delivered to exist either at the Bond Trustee a certificate signed by its Chief Executive Officer that time Borrower gives notice of the Defeasance Pledge was not made 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 Issuer with the intent holder thereof as directed by Lender or accompanied by a written instrument of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeatingtransfer in form and substance wholly satisfactory to Lender (including, hinderingwithout limitation, delaying or defrauding any other creditors of the Issuer or others; and (e) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably such instrument as may be required by the Bond Trustee regarding depository institution holding such securities or the Security issuer thereof, as the case may be, to effectuate book-entry transfers and Covenant pledges through the book-entry facilities of such institution) in order to perfect a first priority security interest in such Defeasance or Collateral in favor of Lender. The Defeasance PledgeCollateral may be purchased by Lender on Borrower’s behalf, including any certificate or legal opinion on (i) in which case Borrower shall deposit with Lender at least three days before the compliance Defeasance Date a sum sufficient, in Lender’s sole and absolute discretion, to purchase the Defeasance Collateral. Any sums in excess of the conditions amount necessary to purchase the Defeasance Collateral shall be remitted to Borrower upon release of the Mortgaged Property. (v) Borrower shall deliver the following 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 “Defeasance Security Agreement”); (B) a certificate of Borrower certifying that all of the requirements hereunder for a defeasance have been satisfied; (C) an opinion of counsel for Borrower in form and Covenant Defeasancesubstance and delivered by counsel satisfactory to Lender in its sole discretion stating, among other things, (iix) that Lender has a perfected first priority security interest in the Defeasance Collateral, (y) that the Defeasance Pledge constitutes a valid, perfected Security Agreement is enforceable against Borrower in accordance with its terms and enforceable security in favour of (z) that the Bond Trustee for the benefit of the Bondholders which defeasance will not be subject cause the entity which holds this Note to any rights of creditors of the Issuer or any 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,fail to qualify as a “real estate mortgage investment conduit” (a

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 (“Security and 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 bonds accepted by Holders of the Bond Trustee (the “Defeasance Pledge”) in Securities of such amounts as will be sufficient series, for the payment of principal (including if applicable premium payable upon exercise the Principal of a Call Option) and interest on the Outstanding Bonds to Final Maturity Date Securities of such series, money or U.S. Government Obligations or a combination thereof sufficient (or redemption upon a exercise unless such funds consist solely of money, in the opinion of a notified Call Optionnationally 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 any other amount agreed between charges and assessments in respect thereof payable by the PartiesTrustee, 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 Company or the Guarantor, as the case may be, is a party or by which it is bound; (c) no Event Default with respect to the Securities of Default such series 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 during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledgesuch deposit; (d) the Issuer Company shall have delivered to the Bond Trustee either (x) a certificate signed by its Chief Executive Officer ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors Holders of the Issuer Securities of such series will not recognize income, gain or with loss for federal income tax purposes as a result of such discharge under this Section 9.02 and will be subject to federal income tax on the intent same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred or (y) an Opinion of defeating, hindering, delaying or defrauding any other creditors of Counsel to the Issuer or otherssame effect as the ruling described in clause (x) above; and (e) the Issuer shall have Company has delivered to the Bond Trustee any certificate or legal opinion reasonably required an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance this Section 9.02 of the conditions Securities of such series have been complied with. The obligations of the Security Company and Covenant Defeasancethe Guarantor in Sections 2.02 through 2.12, (ii) that 4.02, 8.07, 8.08, 9.04 and 9.05, as applicable, with respect to the Defeasance Pledge constitutes a validSecurities of such series and the Guarantee thereof shall survive until such Securities are no longer outstanding. Thereafter, perfected and enforceable security in favour only the obligations of the Bond Trustee for the benefit of the Bondholders which will not be subject to any rights of creditors of the Issuer or any 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 Issuer,Guarantor 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 to release the “Trust Property” (as defined in the Deed of Trust) from the lien of the Deed of Trust in accordance with the terms and provisions set forth in the Deed of Trust (“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 timetime 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, elect such tender by Borrower shall be deemed to have certain obligations discharged (see Clause 18.2.2) upon complying with be voluntary and Borrower shall pay, in addition to the following conditions (“Security and Covenant Defeasance”): 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 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 Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default shall have occurred and be continuing on the date of establishment three percent (3%) of the Defeasance Pledge, or insofar as Events unpaid principal balance of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable this Note. In addition to the Defeasance Pledge (foregoing, Borrower shall not be required to pay any fee or consideration if, in accordance with the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement terms and conditions of the security established prior to the Defeasance Pledge; (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer that the Defeasance Pledge was not made by the Issuer with the intent Deed of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeatingTrust, hindering, delaying or defrauding any other creditors of the Issuer or others; and (e) 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, including any certificate or legal opinion on Lender receives (i) the compliance insurance proceeds or other payments as a result of the conditions of the Security and Covenant Defeasancefire or other casualties, or (ii) that the Defeasance Pledge constitutes a validawards or other payments made in any condemnation or eminent domain proceedings (collectively, perfected “Involuntary Prepayments”), and enforceable security 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 which will not be subject to any rights of creditors of the Issuer or any 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,Involuntary Prepayment.

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) Baytex shall be deemed to have fully paid, satisfied and discharged all of the Issuer outstanding Debt Securities of any series and the Indenture Trustee, at the request and expense of Baytex, shall have irrevocably pledged 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 series, as applicable, if: (i) Baytex has deposited or caused to be deposited with the 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; (ii) Baytex has paid, caused to be paid or made provisions to the Bond Trustee for the benefit satisfaction of the Bondholders cash or government bonds accepted 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 (including of, Premium, if applicable premium payable upon exercise of a Call Option) any, and interest on the Outstanding Bonds to Final Maturity Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties;Debt Securities being satisfied. (b) no Event of Default shall have occurred and be continuing on Upon the date of establishment satisfaction of the Defeasance Pledgeconditions set forth in this Section 7.6 with respect to all the outstanding Debt Securities, or insofar all the outstanding Debt Securities of any series, as Events applicable, the terms and conditions of Default from bankruptcy the Debt Securities, including the terms and 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 binding upon or insolvency events are concerned, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties;Baytex. (c) if Any funds or obligations deposited with the Bonds are secured, the Defeasance Pledge Indenture Trustee pursuant to this Section 7.6 shall be considered as a replacement denominated in the currency or denomination of the security established prior to the Defeasance Pledge;Debt Securities in respect of which such deposit is made. (d) If the Issuer Indenture Trustee is unable to apply any money in accordance with this Section 7.6 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, Baytex's obligations under this Indenture and the affected Debt Securities shall have delivered 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 reinstatement of its obligations, Baytex shall be subrogated to the Bond Trustee a certificate signed by its Chief Executive Officer that rights of the Defeasance Pledge was not made holders of such Debt Securities to receive such payment from the money held 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 (e) 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, including any certificate or legal opinion 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 or any 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,Indenture Trustee.

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 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 Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (b) Provided no Event of Default shall have occurred and remain uncured, following the Defeasance Lockout Release Date and prior to the Open Period Start Date (i) Borrower shall have the right to voluntarily defease the entire Loan and obtain a release of the lien of the Security Instrument by providing Lender with the Total Defeasance Collateral (hereinafter, a “Total Defeasance Event”) or (ii) Borrower shall have the right to defease a portion of the Loan subject to, and in accordance with, this Section 2.8 and Section 2.9 hereof (hereinafter, a “Partial Defeasance Event”), in each case, 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) a date (the “Defeasance Date”) on which the Defeasance Event is to occur and (B) the principal amount of the Loan to be continuing defeased (which shall be in the amount of the Release Amount in connection of a Partial Defeasance Event); (ii) 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; (B) all other sums, if any, then due and payable under the Note, this Agreement, the Security Instrument and the other Loan Documents through and including the Defeasance Date; (C) all escrow, closing, recording, legal, appraisal, Rating Agency and other actual, reasonable fees, costs and expenses paid or incurred by Lender or its agents in connection with the Defeasance Event, the release of establishment the lien of Security Instrument on the Property in connection with a Total Defeasance Event (or the Release Property in connection with a Partial Defeasance Event), the review of the proposed Defeasance Collateral and the preparation of the Security Agreement 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 and/or the Defeasance Event; (iii) In the case of a Partial Defeasance Event, Lender, at Borrower’s expense, shall prepare all necessary documents to sever the indebtedness evidenced by the Note into two substitute notes, one (the “Defeased Note”) having a principal balance equal to the defeased portion of the original Note, which Defeased Note shall be in an amount exactly equal to the Release Amount, and the other (the “Undefeased Note”) having a principal balance equal to the undefeased portion of the original Note as of the Defeasance PledgeDate. The Defeased Note and the Undefeased Note shall have identical terms as the original Note, except for the principal balance, and provided that the Monthly Debt Service Payment Amount shall be apportioned ratably amongst the Defeased Note and the Undefeased Note, and the Defeased Note or insofar Defeased Notes and the Undefeased Note or Undefeased Notes shall be cross-defaulted with each other. A Defeased Note cannot be the subject of any further Defeasance Event. An Undefeased Note may be the subject of a further Defeasance Event in accordance with the terms of this Section 2.8; (iv) Borrower shall deposit the Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of Section 2.8(d) hereof; (v) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Defeasance Collateral; (vi) Borrower shall deliver to Lender 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 Collateral Account and the Total Defeasance 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 Events a “real estate mortgage investment conduit” within the meaning of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable Section 860D of the IRS Code as a result of a Total Defeasance Event pursuant to this Section 2.8 and (2) the Total Defeasance Event would neither (I) constitute a “significant modification” of the Loan within the meaning of Treasury Regulation Section 1.860G02(b)(2) nor (II) cause the Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the IRS Code; and (C) a New Non-Consolidation Opinion with respect to the Successor Borrower; (vii) Borrower shall deliver to Lender a Rating Agency Confirmation as to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the PartiesEvent; (cviii) if Borrower shall deliver an Officer’s Certificate certifying that the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledgerequirements set forth in this Section 2.8 have been satisfied; (dix) the Issuer Borrower shall have delivered to the Bond Trustee deliver a certificate signed by its Chief Executive Officer of a “big four” or other public accounting firm reasonably 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 Scheduled Defeasance Payments (or with respect to a Partial Defeasance Event, the intent of defeatingPartial Defeasance Scheduled Defeasance Payments); (x) Borrower shall deliver such other customary certificates, hinderingopinions, delaying or defrauding any other creditors of the Issuer or othersdocuments and instruments as Lender may reasonably request; and (exi) Borrower shall pay all actual, reasonable costs and expenses of Lender incurred in connection with the Issuer Total Defeasance Event or Partial Defeasance Event, as applicable, including, without limitation, Lender’s reasonable attorneys’ fees and expenses and Rating Agency fees and expenses. (b) If Borrower has elected to defease the entire Note and the requirements of this Section 2.8 have been satisfied, the Property shall have delivered to be released from the Bond Trustee any certificate or legal opinion reasonably required by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance of the conditions lien of the Security Instrument, the Total Defeasance Collateral pledged pursuant to the Security Agreement shall be the sole source of collateral securing the Note, 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 Lender shall return to any rights of creditors of the Issuer or any 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,Borrower all unapplied

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 (“Security and 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 bonds accepted by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal (including of, premium, if applicable premium payable upon exercise of a Call Option) any, and interest on such Loan or Parity Loan, as and when the Outstanding Bonds to Final Maturity Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Partiessame become due and payable; (b) no Event of Default shall have occurred and be continuing on by depositing with the date of establishment of the Defeasance PledgeAuthority Trustee, or insofar as Events of Default from bankruptcy or insolvency events are concernedin trust, at any time during any hardening period applicable 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 Defeasance Pledge (principal of and interest on such Loan or Parity Loan, as and when the relevant period for non-Norwegian companies) or any other date agreed between the Parties;same shall become due and payable; or (c) if by depositing with the Bonds are securedAuthority Trustee or another escrow bank appointed by the District, in trust, Federal Securities, in which the Defeasance Pledge 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 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 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 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 considered as a replacement of filed with the security established Authority Trustee not less than ten days prior to the Defeasance Pledge; (d) the Issuer shall have delivered proposed defeasance date, or such shorter period of time as may be acceptable to the Bond 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 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 certificate signed defeasance, the Authority Trustee, upon request of the District, 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 deliver to the District any funds held by its Chief Executive Officer the Authority Trustee hereunder at the time of a defeasance, which are not required for the purpose of paying and discharging the principal of or interest on the Loan and Parity Loans when due. The Authority Trustee shall, at the written direction of the District, send a notice to the Bondowners, in the manner set forth in the Authority Indenture and in the form directed by the 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; and (e) 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, including any certificate or legal opinion 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 or any 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 has occurred.

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 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 bonds accepted 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 (including if applicable premium payable upon exercise of a Call Option) and interest on the Outstanding Bonds to Final Maturity Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties;following conditions: (bi) 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 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 Lender in the 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 Events its agent and attorney in fact for the purpose of Default 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 Maturity Date (the "Defeasance Collateral"), duly endorsed by the holder thereof as directed by Lender or accompanied by a written instrument of 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 Security 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; (C) a certificate of Borrower certifying that all of the requirements set forth in this Section 2.7(a) have been satisfied; (D) 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 Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms, and (2) the release of the lien of the Mortgage and the pledge of Defeasance Collateral will not directly or indirectly result in or cause any REMIC Trust that holds the Note to fail to maintain its status as a REMIC Trust; (E) a certificate in form and scope which would be satisfactory to a prudent lender from bankruptcy or insolvency events are concernedan independent certified public accountant acceptable to Lender certifying that the 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 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 time during any hardening period applicable agreements reasonably requested by Borrower to release the Defeasance Pledge (or lien of the relevant period for non-Norwegian companies) or any Mortgage and the other date agreed between Loan Documents from the Parties;Property. (c) if As a condition to the Bonds are securedrelease of the 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 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. (or any successor or assign pursuant to an assignment of such retained rights separate and apart from the transfer or Securitization of all or any portion of the 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 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 Pledge shall be considered 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 replacement of the security established prior New Non-Consolidation Opinion from counsel to the Defeasance Pledge; (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer 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 defeatingSuccessor Borrower, hindering, delaying or defrauding any other creditors of the Issuer or others; and (e) 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, including any certificate or legal opinion on (i) the compliance of the conditions of the Security and Covenant Defeasance, (ii) that 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 constitutes a validSecurity Agreement arising from and after the Release Date, perfected except as expressly set forth in the assignment 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 or any 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,assumption agreement.

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 (“Security and 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 bonds accepted by Holders of the Bond Trustee (the “Defeasance Pledge”) in Securities of such amounts as will be sufficient series, for the payment of principal (including if applicable premium payable upon exercise the Principal of a Call Option) and interest on the Outstanding Bonds to Final Maturity Date Securities of such series, money or U.S. Government Obligations or a combination thereof sufficient (or redemption upon a exercise unless such funds consist solely of money, in the opinion of a notified Call Optionnationally 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, as the case may be; provided that any other amount agreed between redemption before maturity shall be irrevocably provided for under arrangements satisfactory to the PartiesTrustee; (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; (c) no Event Default with respect to the Securities of Default such series 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 during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledgesuch deposit; (d) the Issuer Company shall have delivered to the Bond Trustee (1) either (x) a certificate signed by its Chief Executive Officer ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors Holders of the Issuer Securities of such series will not recognize income, gain or with the intent of defeating, hindering, delaying or defrauding any other creditors loss for federal income tax purposes as a result of the Issuer Company's exercise of its option under this Section 8.02 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred or others(y) an Opinion of Counsel to the same effect as the ruling described in clause (x) above 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; and (e) the Issuer shall have Company has delivered to the Bond Trustee any certificate or legal opinion reasonably required an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance this Section 8.02 of the conditions 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 8.05 with respect to the Security Securities of such series shall survive until such Securities are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07 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 or any 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,8.05 shall survive.

Defeasance. 18.2.1 The Issuer maySeller shall incur no cost, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying expense or liability in connection with the following conditions Defeasance except as expressly provided in this Section 4.6.2. Notwithstanding anything stated to the contrary herein, provided the Closing occurs, Seller shall pay (“Security and Covenant Defeasance”): (ai) the Issuer Excess Defeasance Securities Amount, not to exceed Fifteen Million Dollars ($15,000,000), and (ii) fifty percent (50%) of all other costs, expenses, fees and/or other amounts incurred or otherwise required to be paid in connection with the Defeasance including, without limitation, fees and costs of accountants, defeasance consultants and legal counsel. Company shall have irrevocably pledged use good faith efforts to disclose in writing to Seller all such costs, expenses, fees and amounts prior to the Bond Trustee for time the benefit same are incurred or promptly after learning of the Bondholders cash or government bonds accepted by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will same. The Company shall be sufficient responsible for the payment of principal (including if applicable premium payable upon exercise x) the Excess Defeasance Securities Amount to the extent such amount exceeds Fifteen Million Dollars ($15,000,000), (y) fifty percent (50%) of a Call Option) and interest on the Outstanding Bonds all other costs, expenses, fees and/or other amounts incurred or otherwise required to Final Maturity Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default shall have occurred and be continuing on the date of establishment of paid in connection with the Defeasance Pledgeincluding, or insofar as Events without limitation, fees and costs of Default from bankruptcy or insolvency events are concernedaccountants, at any time during any hardening period applicable to the Defeasance Pledge defeasance consultants and legal counsel and (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (cz) if the Bonds are securedClosing does not occur and this Agreement is terminated, all costs, expenses, fees and other amounts incurred or otherwise required to be paid in connection with the Defeasance. Each of Seller and Company shall promptly provide to the other all information that may reasonably be required in order to effectuate the Defeasance. For the purposes of this Section 4.6.2, "Excess Defeasance Securities Amount" shall mean the amount by which the cost of the securities needed to be acquired in order to effectuate the Defeasance Pledge shall be considered as a replacement exceeds the then outstanding principal balance of the security established prior to the Defeasance Pledge; (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer 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 (e) 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, including any certificate or legal opinion 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 or any 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,Mortgage Loan.

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 (“Security and 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 bonds accepted 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 principal cash or (including if applicable premium payable upon exercise iii) a combination thereof, sufficient, in the opinion of a Call Optionnationally 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 Final Maturity Date (or redemption upon a exercise dates on which such payments are due and payable in accordance with the terms of a notified Call Option) or any other amount agreed between the PartiesIndenture and the Securities of such series; (b) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledgesuch deposit will not result in a breach or violation of, or insofar as Events of Default from bankruptcy constitute a default under, any agreement or insolvency events are concerned, at any time during any hardening period applicable instrument to which the Defeasance Pledge (Issuer is a party or the relevant period for non-Norwegian companies) or any other date agreed between the Partiesby which it is bound; (c) if the Bonds are securedIssuer has delivered to the Trustee an Opinion of Counsel based on the fact that (x) the Issuer has received from, or there has been published by, the Defeasance Pledge 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, and such opinion shall be considered confirm that, the 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 as a replacement result of such deposit, defeasance and discharge and will be subject to United States Federal income tax on the security established prior to same amount and in the Defeasance Pledge;same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; and (d) the Issuer shall have has delivered to the Bond Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for 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 certificate signed particular series, all Guarantees by its Chief Executive Officer Subsidiary Guarantors will terminate with respect to that the Defeasance Pledge was not made by the Issuer with the intent series of preferring the Bondholders over any other creditors Securities and all collateral of the Issuer or with and the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; and (e) 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, including any certificate or legal opinion 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 Subsidiary Guarantors granted for the benefit of the Bondholders which will not that series of Securities shall be subject to any rights automatically released . The Issuers may exercise their legal defeasance option notwithstanding its prior exercise of creditors of the Issuer or any 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,its covenant defeasance option.

Defeasance. 18.2.1 The Issuer may, at its option and Borrower shall not be permitted at any timetime to defease all or any portion of the Loan except as expressly provided in this Section 2.10. Provided that no Event of Default has occurred and is continuing, elect after the date which is two (2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan (a “Full Defeasance”) or a portion of the Loan (a “Partial Defeasance”), in either case, subject to have certain obligations discharged (see Clause 18.2.2) upon complying with the satisfaction of the following conditions (“Security and Covenant Defeasance”):precedent: (a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit Any Full Defeasance or Partial Defeasance of the Bondholders cash or government bonds accepted Loan by the Bond Trustee Borrower shall be made on a Payment Date, (b) Borrower shall provide not less than fifteen (15) days prior written notice to Lender specifying (i) a Payment Date (the “Defeasance PledgeRelease Date”) on which the Full Defeasance or Partial Defeasance is to occur, and (ii) in the event of a Partial Defeasance, the Individual Property proposed to be defeased; provided, that, Borrower shall be required to defease the Loan on the Defeasance Release Date specified 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 Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (b) 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 during any hardening period applicable notice unless such notice is revoked in writing by Borrower prior to the such Defeasance Pledge (or the relevant period Release Date in which event Borrower shall immediately reimburse Lender for non-Norwegian companies) or any other date agreed between the Parties;reasonable costs incurred by Lender in connection with Borrower’s giving of such notice and revocation, (c) if Borrower shall have paid to Lender all principal and interest accrued and unpaid on the Bonds are secured, Principal Indebtedness to and including the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge;Release Date, (d) the Issuer Borrower shall have delivered pay to the Bond Trustee a certificate signed by its Chief Executive Officer that the Defeasance Pledge was not made by the Issuer Lender all reasonable out-of-pocket fees and expenses associated with the intent Full Defeasance or Partial Defeasance, as applicable (including, without limitation, fees of preferring the Bondholders over any other creditors of the Issuer or Rating Agencies and accountants, and fees incurred in connection with the intent delivery of defeatingopinion letters related to such Full Defeasance or Partial Defeasance, hinderingas applicable), delaying reasonable fees and out-of-pocket costs of any loan servicer (if any) in connection with the Full Defeasance or defrauding any Partial Defeasance, as applicable, and all other creditors of sums then due and payable under the Issuer or others; andLoan Documents, (e) the Issuer Borrower shall have delivered either deposit with Lender an amount equal to the Bond Trustee any certificate or legal opinion reasonably required by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance PledgeDeposit, including any certificate or legal opinion on (i) the compliance of the conditions of the Security and Covenant Defeasanceor, (ii) that at Lender’s request, deliver to Lender the Defeasance Pledge constitutes a validCollateral. In connection with the foregoing, perfected and enforceable security in favour of the Bond Trustee Borrower appoints Lender as Borrower’s agent for the benefit purpose of the Bondholders which will not be subject to any rights of creditors of the Issuer or any bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where applying the Defeasance Pledge was established and Deposit to purchase the corporate domicile of the IssuerDefeasance Collateral,

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 (“Security effect expressed in this Section 1301 when the whole amount of the principal of, premium, if any, and Covenant Defeasance”): 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 bonds accepted 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 (including if applicable premium payable upon exercise of a Call Option) and interest interest. on the Outstanding Bonds to Final Maturity Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledgesaid Bonds, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; portions thereof; (d) the Issuer Trustee shall have delivered received an opinion of counsel experienced in bankruptcy matters, satisfactory to the Bond Trustee a certificate signed by its Chief Executive Officer Trustee, the Letter of Credit Issuer and the Authority, to the effect that the Defeasance Pledge was not made by the Issuer with the intent of preferring payment to the Bondholders over any other creditors of the Issuer or with the intent moneys described in clause (b) of defeating, hindering, delaying or defrauding this paragraph would not constitute a transfer which may be avoided as a preference under any other creditors provision of the Issuer or othersUnited States Bankruptcy Code in the event of an Act of Bankruptcy; and (e) the Issuer Trustee shall have delivered received an Opinion of Counsel experienced in federal tax matters satisfactory to the Bond Trustee any certificate and the Authority, to the effect that the deposit of the moneys or legal opinion reasonably required 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 Bond Borrower with the source of income covenants set forth in the Loan Agreement) and; (f) all outstanding obligations under the Reimbursement Agreement shall have been paid in full. Neither the moneys nor the Defeasance Obligations deposited with the Trustee regarding 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 Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance payment of the conditions principal of and interest on said Bonds, or portions thereof. If the Defeasance Obligations deposited with the Trustee pursuant to this Section are purchased with proceeds of refunding bonds issued by the Authority, such Defeasance Obligations must meet the requirements of the Security and Covenant Defeasance, (ii) that the Defeasance Pledge constitutes a valid, perfected and enforceable security in favour Act. If payment of less than all of the Bond Bonds is to be provided for in the manner and with the effect expressed in this Section, the Trustee shall select such Bonds, or portions thereof, in the manner specified in Section 301 hereof for the benefit selection for redemption of less than all of the Bondholders which will not be subject Bonds in the principal amounts designated to any rights of creditors of the Issuer or any 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 Issuer,Borrower.

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 bonds obligations 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 Put Option) and interest on the Outstanding Bonds to Final Maturity Date (or redemption upon a exercise of a notified Call Put Option) or any other amount agreed between the Parties); (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonable acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (hereunder US federal or Norwegian, 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 during any hardening in the period applicable to ending on the Defeasance Pledge (or 181st day after the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of establishment of the security established prior to 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 articles of association or other corporate documents governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer 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; (ef) 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 or from its Chief Executive Officer and a legal opinion on from its legal counsel) to the effect that all conditions for Covenant Defeasance have been complied with; and that the Defeasance Pledge (i) the compliance will not be subject to any rights of creditors of the conditions of the Security and Covenant DefeasanceIssuer, (ii) that the Defeasance Pledge will constitutes a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders which Bondholders, and (iii) will, after the 181st day following the establishment, the funds and assets so pledged will not be subject to the effects of any rights of creditors of the 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,. 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 (“Security and Covenant Defeasance”):shall have been satisfied: (ai) the Issuer shall have has irrevocably deposited in trust with the Trustee as trust funds specifically pledged to the Bond Trustee for the benefit as security for, and dedicated solely to, Holders of the Bondholders cash or government bonds accepted by the Bond Trustee (the “Defeasance Pledge”) in Securities of such amounts as will be sufficient series, for the payment of principal (including if applicable premium payable upon exercise the Principal of a Call Option) and interest on the Outstanding Bonds to Final Maturity Date Securities of such series, money or U.S. Government Obligations or a combination thereof sufficient (or redemption upon a exercise unless such funds consist solely of money, in the opinion of a notified Call Optionnationally 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; (ii) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other amount agreed between material agreement or instrument to which the PartiesIssuer is a party or by which it is bound; (biii) no default or Event of Default with respect to the Securities of such series 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 during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Partiessuch deposit; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (div) the Issuer shall have delivered to the Bond Trustee (1) either (x) a certificate signed by its Chief Executive Officer ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors Holders of the Issuer Securities of such series will not recognize income, gain or with the intent of defeating, hindering, delaying or defrauding any other creditors loss for federal income tax purposes as a result of the Issuer Issuer's exercise of its option under this Section 9.02 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred or others(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; and (ev) the Issuer shall have has delivered to the Bond Trustee any certificate or legal opinion reasonably required an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance this Section 9.02 of the conditions 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 9.05 with respect to the Security and Covenant DefeasanceSecurities of such series shall survive until such Securities are no longer outstanding. Thereafter, (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 or any 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 only the Issuer,'s obligations in Sections 5.06 and 9.05 shall survive.

Defeasance. 18.2.1 The Issuer mayinvestments in the defeasance escrow relating to the Series 2016 Certificates shall be limited to non-callable, at its option direct obligations of the United States of America and at securities fully and unconditionally guaranteed as to 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 timedefeasance with respect to the Series 2016 Certificates, elect the Corporation or the County, as agent for the Corporation, shall deliver to have certain obligations discharged 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 (see Clause 18.2.2a “Verification Report”) upon complying with prepared by a nationally recognized independent financial analyst or firm of certified public accountants regarding the following conditions (“Security sufficiency of the escrow fund. Such opinion and Covenant Defeasance”):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 Issuer shall have irrevocably pledged to the Bond Trustee for the benefit execution and delivery of the Bondholders cash or government bonds accepted by escrow agreement shall require 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 delivery of a Call Option) and Verification Report, an opinion of Special Tax Counsel that such substitution will not adversely affect the exclusion (if interest on the Outstanding Bonds to Final Maturity Date (or redemption upon a exercise Series 2016 Certificates is excludable) from gross income of a notified Call Option) or any other amount agreed between the Parties;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) no Event Neither the Corporation nor the County will exercise any prior optional redemption of Default shall have occurred and be continuing on Series 2016 Certificates secured by the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) escrow agreement or any other date agreed between redemption other than mandatory sinking fund redemptions unless (i) the Parties;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, and (ii) as a 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 escrow requirements remaining following any such redemption. (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer 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 (e) 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, including any certificate or legal opinion 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 or any bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established The Corporation and the corporate domicile County shall not amend the escrow agreement or enter into a forward purchase agreement or other agreement with respect to rights in the escrow without the prior written consent of the Issuer,BAM.

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 (“Security and 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 bonds accepted 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 (including if applicable premium payable upon exercise unless such funds consist solely of money, in the opinion of a Call Optionnationally 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 Final Maturity Date maturity or earlier redemption (or redemption upon a exercise of a notified Call Option) or any other amount agreed between irrevocably provided for under arrangements satisfactory to the PartiesTrustee), 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 Company or the Guarantor, as the case may be, is a party or by 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 indebtedness evidenced hereby; (c) no Default, Event of Default 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 establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledgesuch deposit; (d) the Issuer Company shall have delivered to the Bond Trustee either (x) a certificate signed by its Chief Executive Officer ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors Holders of the Issuer Convertible Securities of such series will not recognize income, gain or with loss for U.S. federal income tax purposes as a result of such discharge under this Section 9.02 and will be subject to U.S. federal income tax on the intent same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred or (y) an Opinion of defeating, hindering, delaying or defrauding any other creditors of Counsel to the Issuer or otherssame effect as the ruling described in clause (x) above; and (e) the Issuer shall have Company has delivered to the Bond Trustee any certificate or legal opinion reasonably required an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance this Section 9.02 of the conditions Convertible Securities of such series have been complied with. The obligations of the Security Company and Covenant Defeasancethe Guarantor in Sections 2.02 through 2.12, (ii) that 4.02, 8.07, 8.08, 9.04 and 9.05, as applicable, with respect to the Defeasance Pledge constitutes 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 in favour only the obligations of the Bond Trustee for the benefit of the Bondholders which will not be subject to any rights of creditors of the Issuer or any 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 Issuer,Guarantor in Sections 8.07, 9.04 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 (“Security and Covenant Defeasance”): (a) If HRTAC shall pay or provide for the Issuer 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 same shall have irrevocably pledged become due and payable; (2) 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 bonds accepted 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 (including all other sums payable hereunder by HRTAC with respect to such Bonds, and, if applicable premium payable upon exercise such Bonds are to be redeemed before their maturity, notice of a Call Option) and interest on the Outstanding Bonds to Final Maturity Date such redemption shall have been given as provided in Article IV of this Master Indenture (or redemption upon a exercise the corresponding provisions of a notified Call Optionthe 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 other amount agreed between the Parties;lien, benefit or security under this Master Indenture except as provided in subsection (d) below. (b) 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, HRTAC may at any time during any hardening period applicable surrender to the Defeasance Pledge (or the relevant period Trustee for non-Norwegian companies) or cancellation any other date agreed between the Parties;Bonds previously authenticated and delivered that HRTAC may have acquired in any manner whatsoever, and such Bonds, upon such surrender and cancellation, shall be deemed to be paid and retired as provided in this Section. (c) if Upon such defeasance all rights of HRTAC, including its right to provide for optional redemption of Bonds on dates other than planned pursuant to such defeasance, shall cease unless specifically retained by filing a written notification thereof with the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established Trustee on or prior to the date the Defeasance Pledge;Amount is deposited with the Trustee or escrow agent. (d) the Issuer When a Bond is deemed to be paid hereunder, as aforesaid, it shall have delivered no longer be secured by or entitled to the Bond Trustee a certificate signed by its Chief Executive Officer that benefits of this Master Indenture, except for the purposes of any such payment (to the exclusion of all other Owners) from the Defeasance Pledge was not made by Amount and except for the Issuer with provisions of this Section, Articles III and IV (and the intent of preferring the Bondholders over any other creditors corresponding sections of the Issuer or with the intent Series Supplements) and Section 6.1 of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; and (e) 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, including any certificate or legal opinion 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 or any 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,this Master Indenture.

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 (“Security Trust, execute and Covenant Defeasance”): (a) the Issuer shall have irrevocably pledged 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 bonds accepted 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 (including 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 premium 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 Call Optiondeposit 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 Final 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 upon a exercise of a notified Call Option) or any other amount agreed between would not be reinvested by the Parties;Fiduciary. (bF) no Event Anything in this Trust Agreement to the contrary notwithstanding (but subject to applicable escheat law) any moneys held by a Fiduciary in trust for the payment and discharge of Default 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, upon written direction from the Trust, be paid to the Trust as its absolute property and free from trust, and such Fiduciary shall have occurred thereupon be released and discharged with respect thereto and the Owners shall look only to the Trust for the payment of such Bonds, provided that before being required to make any such payment to the Trust, such Fiduciary shall, at the expense of the Trust, cause to be continuing on published at least twice, at an interval of not less than seven days between publications, in 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, or insofar as Events balance of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable such moneys then unclaimed will be returned promptly to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer 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 (e) 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, including any certificate or legal opinion 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 or any 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,Trust.

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 On the date that the following conditions shall have been satisfied: (“Security and Covenant Defeasance”): (ai) the Issuer Transferor shall have irrevocably pledged deposited (x) in the Principal Funding Account, an amount such that the amount on deposit in the Principal Funding Account following such deposit is equal to the Bond Trustee for Class A Outstanding Principal Amount, (y) in the benefit Principal Account, an amount equal to the sum of the Bondholders cash or government bonds accepted by the Bond Trustee Class B Outstanding Principal Balance and Excess Collateral Outstanding Principal Balance and (the “Defeasance Pledge”z) in such amounts as will be sufficient for the payment of principal (including if applicable premium payable upon exercise of a Call Option) Accumulation Period Reserve Account, an amount equal to or greater than the accrued and unpaid interest on the Outstanding Bonds to Final Maturity Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between Investor Securities through the Parties; (b) no Event of Default shall have occurred and be continuing on day preceding the date of establishment of on which the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to the Defeasance Pledge occurs; (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (dii) the Issuer Transferor shall have delivered to the Bond Trustee (a) an Opinion of Counsel to the effect that such deposit 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, (b) an Opinion of Counsel to the effect that following such deposit none of the Trust, the Accumulation Period Reserve Account or the Principal Funding Account will be deemed to be an association (or publicly traded partnership) taxable as a corporation, (c) a certificate signed by its Chief Executive Officer of an officer of the Transferor stating that the Defeasance Pledge was Transferor reasonably believes that such deposit will not made by the Issuer cause a Pay Out Event or any event that, with the intent giving of preferring notice or the Bondholders over any other creditors lapse of time, or both, would constitute a Pay Out Event, to occur; and (iii) a Ratings Event will not occur, the Series 2001-3 Securities will no longer be entitled to the security interest of the Issuer or with Trust in the intent of defeatingReceivables and, hindering, delaying or defrauding any other creditors of the Issuer or others; and (e) 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, including any certificate or legal opinion on except those set forth in clause (i) above, other Trust assets (a "Defeasance") and the compliance percentages applicable to the allocation to the Series 2001-3 Securityholders of Principal Collections, Finance Charge Collections and Defaulted Receivables will be reduced to zero. SECTION 7. Article V of the conditions Agreement. Article V of the Security Agreement shall read in its entirety as follows and Covenant Defeasance, (ii) that shall be applicable only to 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 or any 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,Series 2001-3 Securities:

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 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 Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (b) 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 to voluntarily defease the entire Loan and obtain a release of the lien of the Mortgage by providing Lender with the Defeasance Collateral (hereinafter, a “Defeasance Event”), subject to the satisfaction of the following conditions precedent: (i) Borrower shall provide Lender not less than thirty (30) days prior written notice (or such shorter period of time if permitted by Lender in its reasonable discretion) specifying a date (the “Defeasance Date”) on which the Defeasance Event is to occur; (ii) Borrower shall pay to Lender (A) all payments of principal and interest due on the date Loan to and including the Defeasance Date (including, without limitation, interest accrued but not paid or payable through and including the Defeasance Date, if any) and (B) all other sums, then due under the Note, this Agreement, the Mortgage and the other Loan Documents; (iii) Borrower shall deposit the Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of establishment Section 2.5.3 and 2.5.4 hereof; (iv) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance PledgeCollateral Account and the Defeasance Collateral; (v) Borrower shall deliver to Lender an opinion of counsel for Borrower that is standard in commercial lending transactions and subject only to customary qualifications, or insofar assumptions and exceptions opining, among other things, that (A) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Defeasance Collateral, (B) if a Securitization has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as Events a “real estate mortgage investment conduit” within the meaning of Default from bankruptcy or insolvency events are concernedSection 860D of the Code as a result of a Defeasance Event pursuant to this Section 2.5.1, at any time during any hardening period applicable and (C) if required by the Rating Agencies, a non consolidation opinion with respect to the Successor Borrower; (vi) Borrower shall deliver to Lender a Rating Agency Confirmation as to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the PartiesEvent; (cvii) if Borrower shall deliver an Officer’s Certificate certifying that the Bonds are securedrequirements set forth in this Section 2.5.1 and in Section 2.5.3 and 2.5.4 have been satisfied; (viii) Borrower shall deliver a certificate of G▇▇▇▇ ▇▇▇▇▇▇▇▇ or a “big four” or other nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (ix) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (x) Borrower shall pay all third-party, out-of-pocket costs and expenses of Lender actually incurred in connection with the Defeasance Event, including Lender’s reasonable attorneys’ fees and expenses and Rating Agency fees and expenses. (b) If Borrower has elected to defease the Note and the requirements of this Section 2.5 have been satisfied, the Defeasance Pledge Property shall be considered as a replacement released from the lien of the security established Mortgage and the other Loan Documents and the Defeasance Collateral pledged pursuant to the Security Agreement shall be the sole source of collateral securing the Note. In connection with the release of the Lien, Borrower shall submit to Lender, not less than fifteen (15) days prior to the Defeasance Pledge; Date (dor such shorter time as is acceptable to Lender in its reasonable discretion), a release of Lien (and related Loan Documents) for execution by Lender. Such release shall be in a form appropriate in the Issuer jurisdiction in which the Property is located. In addition, Borrower shall have provide all other documentation Lender reasonably requires to be delivered to the Bond Trustee a certificate signed by its Chief Executive Officer Borrower in connection with such release, together with an Officer’s Certificate certifying 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 (e) 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, including any certificate or legal opinion on such documentation (i) the is in compliance of the conditions of the Security with all Legal Requirements, and Covenant Defeasance, (ii) that will effect such release in accordance with the Defeasance Pledge constitutes a validterms of this Agreement. Borrower shall pay all costs, perfected taxes and enforceable security in favour expenses associated with the release of the Bond Trustee for the benefit lien of the Bondholders which will not be subject to Mortgage, including Lender’s reasonable attorneys’ fees actually incurred. Except as set forth in this Section 2.5 or Section 11.33 hereof, no repayment, prepayment or defeasance of all or any rights of creditors portion of the Issuer Note shall cause, give rise to a right to require, or any bankruptcyotherwise result in, insolvency, reorganization or similar laws affecting creditors rights generally under the laws release of the jurisdiction where the Defeasance Pledge was established and the corporate domicile Lien of the Issuer,Mortgage on the Property.

Defeasance. 18.2.1 The Issuer mayIf 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, at its option premium, if any, and at 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 timelien, elect benefit or security under this Agreement. In such event, the Trustee shall transfer and assign to the Borrower all property then held by the Trustee, 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 any surplus in the Bond 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, 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 (“Security effect expressed in this Section 1301 when the whole amount of the principal of, premium, if any, and Covenant Defeasance”): interest on such Bond shall have been paid or when (a) in case said 112 119 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 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 moneys which shall be sufficient to pay when due the principal of and interest due and to become due on said Bonds or government bonds accepted 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 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 (including if applicable premium payable upon exercise of a Call Option) and interest on the Outstanding Bonds to Final Maturity Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledgesaid Bonds, or insofar as Events of Default from bankruptcy or insolvency events are concernedportions thereof, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (d) the Issuer Trustee shall have delivered received an opinion of counsel 113 120 experienced in bankruptcy matters, satisfactory to the Bond Trustee a certificate signed by its Chief Executive Officer Trustee, the Guarantor and the Authority, to the effect that the Defeasance Pledge was not made by the Issuer with the intent of preferring payment to the Bondholders over any other creditors of the Issuer or with moneys described in clause (b) of this paragraph would not constitute a voidable preference under the intent of defeating, hindering, delaying or defrauding any other creditors provisions of the Issuer or others; and United States Bankruptcy Code in the event of an Act of Bankruptcy, and (e) the Issuer Trustee shall have delivered received an Opinion of Counsel experienced in federal tax matters satisfactory to the Bond Trustee any certificate and the Authority, to the effect that the deposit of the moneys or legal opinion reasonably required 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 Bond Borrower with the source of income covenants set forth in the Loan Agreement). Neither the moneys nor the Defeasance Obligations deposited with the Trustee regarding 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 Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance payment of the conditions principal of and interest on said Bonds, or portions thereof. If the Defeasance Obligations deposited with the Trustee pursuant to this Section are purchased with proceeds of refunding bonds issued by the Authority, such Defeasance Obligations must meet the requirements of the Security and Covenant Defeasance, (ii) that the Defeasance Pledge constitutes a valid, perfected and enforceable security in favour Act. If payment of less than all of the Bond Bonds is to be provided for in the manner and with the effect expressed in this Section, the Trustee shall select such Bonds, or portions thereof, in the 121 manner specified in Section 301 hereof for the benefit selection for redemption of less than all of the Bondholders which will not be subject Bonds in the principal amounts designated to any rights of creditors of the Issuer or any 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 Issuer,Borrower.

Defeasance. 18.2.1 The Issuer mayIf 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, at its option premium, if any, and at interest which is and shall 110 117 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 timelien, elect benefit or security under this Agreement. In such event, the Trustee shall transfer and assign to the Borrower all property then held by the Trustee, 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 any surplus in the Bond 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, 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 (“Security effect expressed in this Section 1301 when the whole amount of the principal of, premium, if any, and Covenant Defeasance”): 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 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 moneys which shall be sufficient to pay when due the principal of and interest due and to become due on said Bonds or government bonds accepted 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 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 (including if applicable premium payable upon exercise of a Call Option) and interest on the Outstanding Bonds to Final Maturity Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledgesaid Bonds, or insofar as Events of Default from bankruptcy or insolvency events are concernedportions thereof, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (d) the Issuer Trustee shall have delivered received an opinion of counsel experienced in bankruptcy matters, satisfactory to the Bond Trustee a certificate signed by its Chief Executive Officer Trustee, the Guarantor and the Authority, to the effect that the Defeasance Pledge was not made by the Issuer with the intent of preferring payment to the Bondholders over any other creditors of the Issuer or with moneys described in clause (b) of this paragraph would not constitute a voidable preference under the intent of defeating, hindering, delaying or defrauding any other creditors provisions of the Issuer or others; and United States Bankruptcy Code in the event of an Act of Bankruptcy, and (e) the Issuer Trustee 112 119 shall have delivered received an Opinion of Counsel experienced in federal tax matters satisfactory to the Bond Trustee any certificate and the Authority, to the effect that the deposit of the moneys or legal opinion reasonably required 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 Bond Borrower with the source of income covenants set forth in the Loan Agreement). Neither the moneys nor the Defeasance Obligations deposited with the Trustee regarding 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 Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance payment of the conditions principal of and interest on said Bonds, or portions thereof. If the Defeasance Obligations deposited with the Trustee pursuant to this Section are purchased with proceeds of refunding bonds issued by the Authority, such Defeasance Obligations must meet the requirements of the Security and Covenant Defeasance, (ii) that the Defeasance Pledge constitutes a valid, perfected and enforceable security in favour Act. If payment of less than all of the Bond Bonds is to be provided for in the manner and with the effect expressed in this Section, the Trustee shall select such Bonds, or portions thereof, in the manner specified in Section 301 hereof for the benefit selection for redemption of less than all of the Bondholders which will not be subject Bonds in the principal amounts designated to any rights of creditors of the Issuer or any 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 Issuer,Borrower. 113 120

Defeasance. 18.2.1 The Issuer mayExcept as provided below, (i) 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 (ii) 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 time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the expense of the Company shall execute proper instruments acknowledging the same); provided that the following conditions (“Security and 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 bonds accepted by Holders of the Bond Trustee (the “Defeasance Pledge”) in Securities of such amounts as will be sufficient series, for the payment of principal (including if applicable premium payable upon exercise the Principal of a Call Option) and interest on the Outstanding Bonds to Final Maturity Date Securities of such series, money or U.S. Government Obligations or a combination thereof sufficient (or redemption upon a exercise unless such funds consist solely of money, in the opinion of a notified Call Optionnationally 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; (B) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other amount agreed between material agreement or instrument to which the PartiesCompany is a party or by which it is bound; (bC) no Event Default with respect to the Securities of Default such series 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 during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Partiessuch deposit; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (dD) the Issuer Company shall have delivered to the Bond Trustee (1) either (x) a certificate signed by its Chief Executive Officer ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors Holders of the Issuer Securities of such series will not recognize income, gain or with the intent of defeating, hindering, delaying or defrauding any other creditors loss for federal income tax purposes as a result of the Issuer exercise of the option under this Section 8.02 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred or others(y) an Opinion of Counsel to the same effect as the ruling described in clause (x) above 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; and (eE) the Issuer shall have Company has delivered to the Bond Trustee any certificate or legal opinion reasonably required an Officers' Certificate and an Opinion of Counsel, stating that all conditions precedent provided for herein relating to the defeasance contemplated by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance this Section 8.02 of the conditions 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 8.05 with respect to the Security Securities of such series shall survive until such Securities are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07 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 or any 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,8.05 shall survive.

Defeasance. 18.2.1 The Issuer may, at its option If all Outstanding Certificates shall be paid and at discharged in any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with one or more of the following conditions (“Security and Covenant Defeasance”):ways: (a) by well and truly paying or causing to be paid the Issuer shall have irrevocably pledged principal with respect to the Bond Trustee for the benefit of the Bondholders cash or government 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 with respect to all Certificates Outstanding, as and when the Outstanding Bonds to Final Maturity Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Partiessame become due and payable; (b) no Event of Default shall have occurred and be continuing on by depositing with the date of establishment of the Defeasance PledgeTrustee, or insofar as Events of Default from bankruptcy or insolvency events are concernedin trust, at any time during any hardening period applicable or before maturity, money which, together with the amounts then on deposit in the Installment Payment Fund, is fully sufficient to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Partiespay all Certificates Outstanding, including all principal and interest; (c) if by irrevocably depositing with the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior Trustee or an escrow agent (on terms satisfactory to the Trustee), in trust, cash or Defeasance Pledge;Obligations in such amount as an independent nationally recognized certified public accountant shall determine in a written report delivered to the Trustee or escrow agent will, together with the interest to accrue thereon and moneys then on deposit in the Installment Payment Fund, if required, together with the interest to accrue thereon, be fully sufficient to pay and discharge all Certificates (including all principal and interest) at or before their respective maturity dates; or (d) by depositing with the Issuer Trustee, under an escrow deposit and trust agreement, security for the payment of Installment Payments as more particularly described in Section 9.05 of the Installment Sale Agreement, said security to be held by the Trustee, as agent for the District, and to be applied by the Trustee to Installment Payments representing the obligation of the District under the Installment Sale Agreement, as described in Section 9.05 of the Installment Sale Agreement; notwithstanding that any Certificates shall not have delivered been surrendered for payment, all rights hereunder of the Owners of the Certificates and all obligations of the Corporation, the Trustee and the District under this Trust Agreement with respect to all Outstanding Certificates shall cease and terminate, except only the obligation of the Trustee to pay or cause to be paid, from Installment Payments paid by or on behalf of the District from deposits pursuant to paragraphs (b) through (d) of this Section 13.01, to the Bond Trustee a certificate signed by its Chief Executive Officer that Owners of the Defeasance Pledge was Certificates not made 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 13.01, the Certificates shall continue to represent direct, undivided and fractional interests of the Owners thereof in Installment Payments under the Installment Sale Agreement. Any funds held by the Issuer with Trustee, at the intent time of preferring the Bondholders over any other creditors one of the Issuer events described above in subsections (a) through (d) above, which are not required for the payment to be made to Owners, or with for payments to be made to the intent Trustee by the District (including attorneys’ fees, including those allocated to in-house counsel), shall be paid over to the District. Any funds held by the Trustee, at the time of defeating, hindering, delaying or defrauding any other creditors one of the Issuer events described in paragraphs (a) or others; and (eb) of this Section 13.01, which are not required for the Issuer shall have delivered payment to be made to Owners, shall, after payment of all fees and expenses of the Trustee, including attorneys’ fees (including allocated costs of internal counsel), be paid over to the Bond Trustee any certificate or legal opinion reasonably required by District. To accomplish defeasance, the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on District shall cause to be delivered (i) a report of an independent firm of nationally recognized certified public accountants or such other accountant (“Accountant”) verifying the compliance sufficiency of the conditions of escrow established to pay the Security and Covenant DefeasanceCertificates in full on the maturity or redemption date (“Verification”), (ii) an escrow deposit agreement, and (iii) an opinion of nationally recognized bond counsel to the effect that (A) the Defeasance Pledge constitutes a valid, perfected Certificates are no longer Outstanding and enforceable security in favour of (B) the Bond Trustee for the benefit of the Bondholders which defeasance will not adversely affect the exclusion from gross income for federal income tax purposes of interest with respect to the Certificates; each Verification and defeasance opinion shall be subject acceptable in form and substance to any rights of creditors of the Issuer or any bankruptcyDistrict, insolvencyand addressed, reorganization or similar laws affecting creditors rights generally under to the laws of the jurisdiction where the Defeasance Pledge was established District and the corporate domicile of Trustee. Certificates shall be deemed Outstanding under this Trust Agreement unless and until they are in fact paid and retired or the Issuer,above criteria are met.

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 On the date that the following conditions shall have been satisfied: (“Security and Covenant Defeasance”): (ai) the Issuer Transferor shall have irrevocably pledged deposited (x) in the Principal Funding Account, an amount such that the amount on deposit in the Principal Funding Account following such deposit is equal to the Bond Trustee for the benefit of the Bondholders cash or government bonds accepted by the Bond Trustee Class A Outstanding Principal Amount, and (the “Defeasance Pledge”y) in the Accumulation Period Reserve Account, an amount such amounts as will be that the amount on deposit in the Accumulation Period Reserve Account following such deposit is sufficient for the payment to pay and discharge (without relying on income or gain from reinvestment of principal (including if applicable premium payable upon exercise of a Call Optionsuch amount) and all remaining scheduled interest payments on the Outstanding Bonds to Final Maturity Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default shall have occurred and be continuing Class A Securities on the date of establishment of dates scheduled for such payments in the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to the Defeasance Pledge Agreement; (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (dii) the Issuer Transferor shall have delivered to the Bond Trustee and the Insurer (a) an Opinion of Counsel to the effect that such deposit 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, (b) an Opinion of Counsel to the effect that following such deposit none of the Trust, the Accumulation Period Reserve Account or the Principal Funding Account will be deemed to be an association (or publicly traded partnership) taxable as a corporation, (c) a certificate signed by its Chief Executive Officer of an officer of the Transferor stating that the Defeasance Pledge was Transferor reasonably believes that such deposit will not made by the Issuer cause a Pay Out Event or any event that, with the intent giving of preferring notice or the Bondholders over any other creditors lapse of time, or both, would constitute a Pay Out Event, to occur; (iii) the Trustee and the Insurer shall have received Rating Agency Confirmation with respect to such transaction, (iv) the Trustee shall have received confirmation from the Insurer that all amounts due and payable to the Insurer pursuant to the Insurance Agreement have been paid in full, and (v) the Trustee shall have received confirmation from the Insurer that the Aggregate Master Subordination Account Funding Requirement is then zero, the Series 2004-1 Securities will no longer be entitled to the security interest of the Issuer or with Trustee in the intent of defeatingReceivables and, hindering, delaying or defrauding any other creditors of the Issuer or others; and (e) 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, including any certificate or legal opinion on except as set forth in clause (i) above, other Trust Property (a "Defeasance"), the compliance percentages applicable to the allocation to the Series 2004-1 Securityholders of Principal Collections, Finance Charge Collections and Defaulted Receivables will be reduced to zero, and the Class B Invested Amount will be reduced to zero. If, however, the conditions of the Security and Covenant Defeasancespecified in clauses (i), (ii), (iii) that and (iv) above are satisfied but the Defeasance Pledge constitutes a validcondition specified in clause (v) above is not satisfied, perfected and enforceable then the Class A Securities will no longer be entitled to the security in favour interest of the Bond Trustee for in the benefit Receivables and, except as set forth in clause (i) above, other Trust Property, the percentages applicable to the allocation to the Class A Securityholders of the Bondholders which Principal Collections, Finance Change Collections and Defaulted Receivables will not be subject reduced to any rights of creditors of the Issuer or any bankruptcyzero, 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 percentages applicable to the allocation to the Class B Securityholders of the Issuer,Principal Collections, Finance Change Collections and Defaulted Receivables will be unchanged.

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) 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 bonds accepted by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will Mortgagor to be sufficient for the payment released from its obligations to make payments of principal (including if applicable premium payable upon exercise of a Call Option) and interest on the Outstanding Bonds to Final Maturity Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties;Note. (b) no Event The Defeasance shall be permitted at such time as all of Default the following events shall have occurred and be continuing on occurred: (i) the Defeasance shall occur after the earlier to occur of (1) the second (2nd) anniversary of the date of establishment the Securitization and (2) the October 16, 2000; (ii) the Defeasance 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 satisfy the Total Defeasance Collateral Requirement with respect to a release of the Properties at the time of delivery and all such Defeasance PledgeCollateral, 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 first priority security interest in 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 date of such delivery (x) that sets forth the aggregate face amount or unpaid principal amount, interest rate and maturity of all such Defeasance Collateral, a copy of the transaction journal, if any, or insofar as Events such other notification, if any, published by or on behalf of Default from bankruptcy the Federal Reserve Bank or insolvency events are concernedother party maintaining a book-entry system advising that Mortgagee or its nominee is the owner of such securities issued in book-entry form, at any time during any hardening period applicable and (y) to the following effect that states that: (A) Mortgagor owns the Defeasance Pledge 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 relevant period Minimum Defeasance Collateral Requirement (for non-Norwegian companiesa Partial Release), as the case may be, determined as of the date of delivery; (D) the Defeasance contemplated 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 requirement set forth in clause (C) above, in a form reasonably acceptable to Mortgagee); (vi) Mortgagor shall have delivered or any 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 (D) an additional Opinion of Counsel, to the effect that Mortgagee will not be required to be registered under the 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 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 date agreed between documents and certificates as Mortgagee may reasonably request in 90 96 connection with demonstrating that Mortgagor has satisfied the Parties;provisions of this Section 46(b). (c) if the Bonds For purposes of determining whether sufficient amounts are secured, on deposit in the Defeasance Pledge Collateral Account, there shall be considered 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 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 a replacement defined in the Note) together with the outstanding principal balance of the security established prior to the Defeasance Pledge; (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors Note as of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; and (e) 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, including any certificate or legal opinion 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 or any 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,Reset Date.

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) 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 bonds accepted 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 of principal (including if applicable premium payable upon exercise of a Call Option) and interest on the Outstanding Bonds to Final Maturity Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default shall have occurred and be continuing on the final maturity date of establishment the Notes of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer 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; andrelated Series. (e) From and after the Issuer date of payment in full of all Notes Outstanding, the Corporation shall have delivered the right to the Bond Trustee any certificate or legal opinion reasonably required by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion 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 receive payments with respect to any rights of creditors of the Issuer or any 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,all Financed 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 (“Security and 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 bonds accepted 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 (including of or Redemption Price, if applicable premium payable upon exercise of a Call Option) 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 hereunder and shall no longer be secured by or entitled to Final Maturity Date (the benefits of this Trust Indenture and the Collateral Agreement, except for the purposes of any such payment from such moneys or redemption upon a exercise Defeasance Securities. Notwithstanding the foregoing, the provisions of a notified Call Option) or any other amount agreed between this Trust Indenture relating to the Parties; (b) no Event of Default shall have occurred and be continuing on the date of establishment maturity of the Defeasance PledgeNotes, interest payments and Interest Payment Dates, redemption provisions, exchange, transfer and registration of Notes, replacement of mutilated, destroyed, lost or insofar as Events stolen Notes, the safekeeping and cancellation of Default from bankruptcy or insolvency events are concernedNotes, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between presentment of Notes, the Parties;holding of moneys in trust, and the duties of the Trustee in connection with all of the foregoing, remain in effect and shall be binding upon the Trustee and the Owners notwithstanding the release and discharge of the lien of this Trust Indenture. (c) if If Notes for which Defeasance Securities have been set aside are to be called for redemption, irrevocable instructions to call the Bonds are secured, the Defeasance Pledge Notes for redemption shall be considered as a replacement of given by the security established prior Issuer to the Defeasance Pledge;Trustee. (d) the Issuer The Trustee, within thirty (30) days after any Defeasance Securities shall have delivered to the Bond Trustee been deposited with it, shall cause a certificate notice, signed by its Chief Executive Officer that the Trustee, to be mailed, postage prepaid, to all Owners for which Defeasance Securities have been set aside, setting forth (i) the date or dates, if any, designated for the redemption of the Notes, (ii) a description of the Defeasance Pledge was not made Securities so held by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeatingit, hindering, delaying or defrauding any other creditors of the Issuer or others; andand (iii) that such Notes have been defeased as provided in this Trust Indenture. (e) Notwithstanding the Issuer satisfaction and discharge of this Trust Indenture, the provisions of Section 6.07, 9.02, 12.02 and Section 13.02 hereof 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, including any certificate or legal opinion 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 or any 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,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 (“Security and Covenant Defeasance”):shall have been satisfied: (ai) the Issuer shall have has irrevocably deposited in trust with the Trustee as trust funds specifically pledged to the Bond Trustee for the benefit as security for, and dedicated solely to, Holders of the Bondholders cash or government bonds accepted by the Bond Trustee (the “Defeasance Pledge”) in Securities of such amounts as will be sufficient series, for the payment of principal (including if applicable premium payable upon exercise the Principal of a Call Option) and interest on the Outstanding Bonds to Final Maturity Date Securities of such series, money or U.S. Government Obligations or a combination thereof sufficient (or redemption upon a exercise unless such funds consist solely of money, in the opinion of a notified Call Optionnationally 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; (ii) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture, the Cable Guarantees or any other amount agreed between material agreement or instrument to which the PartiesIssuer is a party or by which it is bound; (biii) no default or Event of Default with respect to the Securities of such series 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 during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Partiessuch deposit; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (div) the Issuer shall have delivered to the Bond Trustee (1) either (x) a certificate signed by its Chief Executive Officer ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors Holders of the Issuer Securities of such series will not recognize income, gain or with the intent of defeating, hindering, delaying or defrauding any other creditors loss for Federal income tax purposes as a result of the Issuer Issuer's exercise of its option under this Section 9.02 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred or others(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; and (ev) the Issuer shall have has delivered to the Bond Trustee any certificate or legal opinion reasonably required an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance this Section 9.02 of the conditions 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 9.05 with respect to the Security and Covenant DefeasanceSecurities of such series shall survive until such Securities are no longer outstanding. Thereafter, (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 or any 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 only the Issuer,'s obligations in Sections 5.06 and 9.05 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 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. (B) Any Bond or Authorized Denomination thereof shall be deemed to be paid within the meaning of this Indenture when (a) payment of the 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 certain obligations discharged (see Clause 18.2.2) upon complying been made or caused to be made in accordance with the following conditions terms thereof, (“Security 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 Covenant Defeasance”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): (a1) 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 Issuer 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, (3) securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America, to 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 Trustee pertaining to any such deposit shall have irrevocably pledged 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 Code (or any successor provision), and (c) the Borrower shall cause to be delivered, upon request of the Bond Insurer, (i) expect in the case of a 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 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 Bonds are no longer Outstanding hereunder, and (iv) a certificate of discharge of the Trustee with respect to the Bonds, each verification and defeasance opinion shall be acceptable in form and substance, and addressed, to 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 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 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 bonds accepted by obligations 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 (including Bonds or Authorized Denominations thereof and the interest and premium, if applicable premium payable upon exercise 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 a Call Option) and interest on this Article shall be made without the Outstanding Bonds to Final Maturity Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default shall have occurred and be continuing on the date of establishment consent of the Defeasance Pledge, or insofar as Events Owner of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if each of the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer 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 (e) 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, including any certificate or legal opinion 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 or any 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,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 (“Security and 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 bonds accepted 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: (including if applicable premium payable 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 exercise receipt of a Call Option) and 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 the Outstanding or principal of such Bonds to Final Maturity Date (shall mature on or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; before said future date, and (b) no Event all interest on all such investments shall be paid over to the Authority as received by the Trustee, free and clear of Default 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 occurred 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 maturity dates thereof. Neither the Investment Obligations or any moneys so deposited with the Trustee nor any moneys received by the Trustee on account of principal of or interest on said Investment Obligations shall be withdrawn or used for any purpose other than, and all such moneys shall be held in trust for and be continuing on applied to, the payment, when due, of the principal of the Bonds for the payments of which they were deposited and the interest accrued thereon to 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 Pledge, or insofar as Events Authority expressed in a certificate of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (d) the Issuer shall have 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 Trustee 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 for six (6) years after the date of 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 Authority expressed in a certificate signed by its Chief Executive of an Authority Officer 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 (e) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required be repaid by the Bond Trustee regarding Fiduciary to the Security Authority as its absolute property and Covenant Defeasance or Defeasance Pledgefree from trust, including 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 certificate or legal opinion on (i) such payment to the compliance Authority, the Fiduciary shall, at the expense of the conditions 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 date of the Security first publication of such notice, the balance of such moneys then unclaimed will be returned to the Authority. 6. For the purposes of this Section 9.06, Investment Obligations shall mean only such obligations as are described in clauses (a) and Covenant Defeasance, (iib) that the Defeasance Pledge constitutes a valid, perfected and enforceable security in favour of the Bond Trustee for the benefit definition of the Bondholders which will "Investment Obligations" provided in Section 1.02 hereof and such obligations shall not be subject to any rights of creditors redemption prior to their maturity other than at the option of the Issuer or any 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,SCPCFA.

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) 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 bonds accepted by obligations 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 (including if applicable premium payable upon exercise which such moneys or obligations are being held to all owners of a Call Option) and interest such Bonds at their addresses shown on the Outstanding Bonds to Final Maturity Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (b) 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 during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge;Bond Register. (d) the Issuer shall have delivered Anything in Article 14 to the Bond Trustee a certificate signed by its Chief Executive Officer that the Defeasance Pledge was not made by the Issuer contrary notwithstanding, if moneys or Governmental Obligations have been deposited or set aside with the intent of preferring Trustee pursuant to this Article for the Bondholders over any other creditors payment of the Issuer principal or with the intent of defeatingredemption price, hinderingincluding purchase price if applicable, delaying or defrauding any other creditors of the Issuer Bonds and the interest thereon and such moneys or others; andGovernmental Obligations do not constitute Available Moneys, no amendment to the provisions of this Article shall be made without the consent of the owner of each of the Bonds affected thereby. (e) Notwithstanding the Issuer shall have delivered foregoing, those provisions relating to the Bond Trustee purchase of Bonds upon the demand of any certificate Bondholders, the maturity of Bonds, interest payments and dates thereof, and the dates, premiums and notice requirements for optional and mandatory redemption or legal opinion reasonably required by purchase and the Bond Trustee regarding 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 Security safekeeping and Covenant Defeasance or Defeasance Pledgecancellation of Bonds, including any certificate or legal opinion on (i) non- presentment of Bonds, the compliance holding of the conditions of the Security moneys in trust 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 repayments to any rights of creditors of the Issuer or any bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws Credit Facility Issuer from the Bond Fund and the duties of the jurisdiction where Trustee in connection with all of the Defeasance Pledge was established foregoing and the corporate domicile fees, expenses and indemnities of the Issuer,Trustee, shall remain in effect and shall be binding upon the Trustee, the Issuer and the Bondholders notwithstanding the release and discharge of the lien of this 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) 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 bonds accepted 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 (including 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 applicable premium payable upon exercise 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 Call Optiondeposit 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 Final Maturity Date (which such deposit has been made. In the event that such moneys or obligations are to be applied to the payment of principal or redemption upon 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 exercise notice stating that such moneys or obligations have been deposited and identifying the Bonds for the payment of a notified Call Option) which such moneys or any other amount agreed between obligations are being held and shall mail copies of all such notices to all owners of Bonds for the Parties; (b) no Event payment of Default shall have occurred which such moneys or obligations are being held at their registered addresses 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 during any hardening period applicable to the Defeasance Pledge (or Rating Service, if the relevant period for non-Norwegian companies) or any other date agreed between the Parties;Bonds are then rated by a Rating Service. (c) Anything in Article XIV to the contrary notwithstanding, if moneys or Governmental Obligations have been deposited or set aside with the Trustee pursuant to this Article for the payment of the principal or redemption price of the Bonds are securedand the interest thereon and the principal or redemption price of such Bonds and the interest 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 owner of each of the Bonds affected thereby. Notwithstanding the foregoing, those provisions relating to the purchase of Bonds, the Defeasance Pledge 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 stolen Bonds, the safekeeping and cancellation of 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 considered as a replacement binding upon the Trustee, the Issuer, for itself, and the Bondholders notwithstanding the release and discharge of the security established prior to the Defeasance Pledge; (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer that the Defeasance Pledge was not made by the Issuer with the intent lien 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 (e) 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, including any certificate or legal opinion 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 or any 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,this 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) When the Issuer Authority shall pay or cause to be paid the principal and Redemption Price (if any) of and interest on the Bonds and all other sums payable by the Authority pursuant to this Agreement, and when all amounts due to the Authority and the Agent under this Agreement shall have irrevocably pledged been paid in full, then the pledge hereunder shall be released, discharged and satisfied. In such event, the Agent shall take such actions as required by Section 9.13. (b) A Bond for the payment or redemption of which Available Moneys shall then be held by the Agent (through deposit by the Authority of moneys for such payment or redemption or otherwise), whether at or prior to the maturity or the redemption date of such Bond, shall be deemed to have been paid within the meaning of this Section; provided, however, that: (i) if any such Bond Trustee is to be redeemed prior to the maturity thereof, the Authority shall have taken all action necessary hereunder to redeem such Bond and provision reasonably satisfactory to the Agent shall have been made for the Agent to give notice of such redemption in accordance with Section 3.4 hereof; (ii) if the maturity or redemption date of any such Bond shall not then have arrived, provision shall have been made by the Authority by deposit with the Agent for the payment to the Holder upon surrender thereof, whether or not prior to the maturity or redemption date thereof, of the full amount in cash, or Government Obligations (provided such securities are not subject to any prepayment or redemption prior to maturity and do not include items described in clauses (iv), (vi), (vii) or (viii) of Investment Obligations even if secured by Government Obligations), the principal of and interest on which when due will equal such full amount to which they would be entitled by way of principal or Redemption Price of and interest thereon to the date of such maturity or redemption, and provision shall have been made by the Authority, reasonably satisfactory to the Agent, for mailing by the Agent, in accordance with Section 3.4 hereof, of a notice to the Holder of such Bond that such moneys are so available for such payment; (iii) the Agent shall have received an opinion of counsel from a law firm having a reputation in the field of bankruptcy law acceptable to the Agent, opining that the amounts applied to the payment of the Bond, when received by the Holder for principal, Redemption Price, if any, of and interest on the Bond will not constitute a voidable preference under Section 547 of the Federal Bankruptcy Code in the event of bankruptcy by the Authority or the Borrower or will not be recoverable under Section 550 of the Federal Bankruptcy Code in the event of a bankruptcy by any guarantor of the Borrower's obligations under this Agreement; and (iv) the Agent shall have received a report from a certified public accountant verifying the accuracy of the amount deposited pursuant to this Section to pay the Bond to be paid pursuant to this Section. (c) If the Bonds shall not be presented for payment when the principal thereof becomes due (whether at maturity, by acceleration, upon call for redemption, upon purchase or otherwise), all liability of the Authority to the Holder thereof for the payment of the Bonds, shall forthwith cease and be completely discharged if funds sufficient to pay the Bonds and interest due thereon, if any, shall be held by the Agent uninvested for the benefit of the Bondholders cash or government bonds accepted by Holder, and thereupon it shall be 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 Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default shall have occurred and be continuing on the date of establishment duty of the Defeasance PledgeAgent to hold such funds, or insofar as Events of Default from bankruptcy or insolvency events are concernedwithout liability for interest thereon, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer 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 (e) 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, including any certificate or legal opinion 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 Holder, who shall thereafter be subject restricted exclusively to such funds for any rights claim of creditors whatever nature on his part under this Agreement or on, or with respect to, the Bonds. Any moneys deposited with the Agent or then held by the Agent in trust for the payment of the Issuer principal or any bankruptcyRedemption Price of and interest on the Bonds and remaining unclaimed in accordance with applicable law shall be paid to the State. Thereafter, insolvency, reorganization or similar laws affecting creditors rights generally under the laws Holder shall look only to the State for payment and then only to the extent of the jurisdiction where the Defeasance Pledge was established amount so received without any interest thereon, and the corporate domicile of the Issuer,Agent shall have no responsibility with respect to such moneys.

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) When principal or Redemption Price (as the Issuer shall case may be) of, and interest on, all Bonds issued hereunder 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 12.01, whether at maturity or government bonds accepted upon redemption, acceleration, or otherwise, together with all other sums payable hereunder or under the 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 (including if applicable premium payable upon exercise of a Call Optionas the case may be) of, and interest on, the Bonds and other amounts) and interest the Trustee, on written demand of the Outstanding Bonds Authority, shall release the lien of this Indenture and shall execute documents to Final Maturity Date (evidence such release as may be reasonably required by the Authority, shall surrender the Notes to the Company and shall turn over to the Company or redemption upon a exercise of a notified Call Option) to such person, body or any other amount agreed between authority as may be entitled to receive the Parties;same all balances then held by it hereunder. (b) no Event Provision for the payment of Default Bonds shall be deemed to have occurred 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 continuing 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 date principal amount thereof or the interest earned thereon), be sufficient (as confirmed by a nationally recognized firm of establishment 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 12.01 and (b) an opinion of Counsel selected by the Trustee and reasonably acceptable to the Company as to such other matters as the Trustee or the Holders of at least a majority in aggregate principal amount of the Defeasance PledgeOutstanding Bonds 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, or insofar as Events and shall be segregated and held in trust for the payment of Default from bankruptcy or insolvency events are concernedthe principal of, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties;Redemption Price and interest on said Bonds. (c) if The release of the obligations of the Authority under this Section 12.01 shall not affect the obligations of the Company to make direct payments to the Authority, the Trustee or any Holder of the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior pursuant to the Defeasance Pledge; (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer 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 (e) 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, including any certificate or legal opinion 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 or any 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,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 (“Security and Covenant Defeasance”): (a) On any date after the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit expiration of the Bondholders cash or government 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 Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (b) Lockout Period, provided no Event of Default shall have occurred is then continuing and be continuing subject to the notice requirement described in Section 2.1(c), Borrower may obtain the release of the Collateral (other than the Defeasance Collateral) from the Liens of the Loan Documents upon the payment to Lender of all sums then due under the Loan Documents and the delivery of the following to Lender: (i) Defeasance Collateral sufficient to provide payments on or prior to, and in any event as close as possible to, all successive Payment Dates prior to the commencement of the Prepayment Period in an amount sufficient to make all payments of interest and principal due hereunder and to pay in full the then outstanding Principal Indebtedness on the date of establishment of first Payment Date in the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the PartiesPrepayment Period; (cii) if written confirmation from an independent certified public accounting firm reasonably satisfactory to Lender that such Defeasance Collateral is sufficient to provide the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledgepayments described in clause (i) above; (diii) the Issuer shall have delivered a security agreement, in form and substance reasonably satisfactory to the Bond Trustee Lender, creating in favor of Lender a certificate signed by its Chief Executive Officer that the first priority perfected security interest in such Defeasance Collateral (a "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; andAgreement"); (eiv) the Issuer shall have an opinion of counsel for Borrower, in form and substance reasonably satisfactory to Lender and delivered by counsel reasonably satisfactory to the Bond Trustee any certificate or legal opinion reasonably required by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance PledgeLender, including any certificate or legal opinion on opining (i) the compliance of the conditions of the Security and Covenant Defeasance, (ii1) that the Defeasance Pledge constitutes Agreement has been duly authorized and is enforceable against Borrower in accordance with its terms and that Lender has a valid, perfected first priority security interest in such Defeasance Collateral; and enforceable security in favour (2) that the Defeasance does not constitute a "significant modification" of the Bond Trustee for the benefit Loan under Section 1001 of the Bondholders which will not Code or cause a tax to be imposed on the Securitization Vehicle; (v) if the Loan has been securitized, the Rating Condition with respect to such Defeasance shall have been satisfied; (vi) instruments reasonably satisfactory to Lender releasing and discharging or assigning to a third party Lender's Liens on the Collateral (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 by Lender in connection with this Section 2.1 (including Rating Agency and Servicer fees and expenses, reasonable fees and expenses of legal counsel 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 avoid the incurrence of mortgage recording taxes in connection with a Defeasance at Borrower's sole cost and expense. (b) At the time of Defeasance, the Loan shall be assumed by a bankruptcy-remote entity established or designated by Borrower in accordance with Lender's reasonable requirements and subject to any rights of creditors Lender's reasonable approval, to which Borrower shall transfer all of the Issuer or any bankruptcyDefeasance Collateral (a "Defeasance Borrower"), insolvencysuch Defeasance Borrower shall have executed and delivered to Lender an assumption agreement in form and substance reasonably satisfactory to Lender, reorganization or similar laws affecting creditors rights generally such Uniform Commercial Code financing statements as may be reasonably requested by Lender and legal opinions of counsel reasonably acceptable to Lender which are substantially equivalent to the opinions delivered to Lender on the Closing Date, including new nonconsolidation opinions reasonably satisfactory to Lender and satisfactory to the Rating Agencies, and Borrower and the Defeasance Borrower shall have delivered such other documents, certificates and legal opinions as Lender shall reasonably request, in which event Borrower shall be completely released and relieved of all of its obligations under the laws Loan Documents except those obligations which by their terms survive the repayment of the jurisdiction where Loan. (c) 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 2.1, specifying the date on which the Defeasance Pledge was established is to occur. If such Defeasance is not made on such date (x) Borrower's notice of Defeasance will be deemed rescinded, and the corporate domicile (y) Borrower shall on such date pay to Lender all reasonable losses, costs and expenses suffered by Lender as a consequence of such rescission. (d) 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 be necessary to release the Property from the Liens of the Loan Documents.

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 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 Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (b) 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 the entire Loan and obtain a release of the lien of the Security Instrument by providing Lender with the Total Defeasance Collateral (hereinafter, a “Total 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 reasonable discretion) but not more than sixty (60) days notice specifying a date (the “Total Defeasance Date”) on which the Total Defeasance Event is to occur; (ii) Borrower shall pay to Lender (A) all payments of principal and interest due and payable on the date Loan to and including the Total Defeasance Date (provided that, if such Total 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, then due and payable under the Note, this Agreement, the Security Instrument and the other Loan Documents through and including the Total Defeasance Date (or, if the Total Defeasance Date is not a Monthly Payment Date, the next occurring Monthly Payment Date); (C) all escrow, closing, recording, legal, Rating Agency and other out-of-pocket fees, costs and expenses paid or incurred by Lender or its agents in connection with the Total Defeasance Event, the release of the lien of Security Instrument on the Property, the review of the proposed Defeasance Collateral and the preparation of the Security Agreement 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 and/or the Total Defeasance Event. (iii) Borrower shall deposit the Total 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 form and substance reasonably satisfactory to Lender, in respect of the Defeasance PledgeCollateral Account and the Total Defeasance Collateral; (v) Borrower shall deliver to Lender an opinion of counsel for Borrower, in form and substance reasonably satisfactory to Lender and delivered by counsel reasonably satisfactory to Lender, 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 Collateral Account and the Total Defeasance 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 Total Defeasance Event pursuant to this Section 2.8 and (2) the Total Defeasance Event would not (I) constitute a “significant modification” of the Loan within the meaning of Treasury Regulation Section 1.1001-3 or (II) cause the Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the IRS Code; (C) the Total Defeasance Event will not result in a 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; (D) delivery of the Total 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 applicable state law; and (E) a New Non- Consolidation Opinion with respect to the Successor Borrower; (vi) Borrower shall deliver to Lender a Rating Agency Confirmation as to the Total Defeasance Event; (vii) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.8 have been satisfied; (viii) Borrower shall deliver a certificate of a “big four” or other nationally recognized public accounting firm acceptable to Lender certifying that the Total Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; and (ix) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request. (b) If ▇▇▇▇▇▇▇▇ has elected to defease the entire Note and the requirements of this Section 2.8 have been satisfied, the Property shall be released from the lien of the Security Instrument and the Total Defeasance Collateral pledged pursuant to the Security Agreement shall be the sole source of collateral securing the Note. In connection with the release of the lien, Borrower shall submit to Lender, not less than thirty (30) days prior to the Total Defeasance Date (or such shorter time as is acceptable to Lender in its sole discretion), a release of lien (and related Loan Documents) for execution by ▇▇▇▇▇▇. Such release shall be in a form appropriate in the jurisdiction in which the Property is located and shall contain standard provisions protecting the rights of the releasing lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all Applicable Law, and (ii) will affect such release in accordance with the terms of this Agreement. Borrower shall pay all actual out-of-pocket costs, taxes and expenses associated with the release of the lien of the Security Instrument, including ▇▇▇▇▇▇’s reasonable attorneys’ fees. Except as set forth in this Article 2, no repayment, prepayment or defeasance of all or any portion of the Note shall cause, give rise to a right to require, or insofar as Events otherwise result in, the release of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to the Defeasance Pledge (or lien of the relevant period for non-Norwegian companies) or any other date agreed between the Parties;Security Instrument. (c) if At Borrower’s sole cost and expense, Lender shall use commercially reasonable efforts to cooperate with ▇▇▇▇▇▇▇▇ to avoid the Bonds are secured, the incurrence of mortgage recording taxes in connection with a Total Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge;Event. (d) On or before the Issuer date on which Borrower delivers the Total Defeasance Collateral, Borrower or Successor Borrower (as applicable) shall have delivered open at any Eligible Institution an Eligible Account (the “Defeasance Collateral Account”). The Defeasance Collateral Account shall contain only (i) Total Defeasance Collateral, and (ii) cash from interest and principal paid on the Total Defeasance Collateral. All cash from interest and principal payments paid on the Total Defeasance Collateral shall be paid over to Lender on each Monthly Payment Date and applied first to accrued and unpaid interest and then to principal. Any cash from interest and principal paid on the Bond Trustee a certificate signed by Total Defeasance Collateral not needed to pay the Scheduled Defeasance Payments shall be paid to Borrower or Successor Borrower (as applicable). Borrower or Successor Borrower (as applicable) shall cause the Eligible Institution at which the Total Defeasance Collateral is deposited to enter into an agreement with Borrower or Successor Borrower (as applicable) and Lender, satisfactory to Lender in its Chief Executive Officer that sole discretion, pursuant to which such Eligible Institution shall agree to hold and distribute the Total Defeasance Collateral in accordance with this Agreement. Borrower or Successor Borrower (as applicable) shall be the owner of the Defeasance Pledge was Collateral Account and shall report all income accrued on Total Defeasance Collateral for federal, state and local income tax purposes in its income tax return. Borrower shall prepay all cost and expenses associated with opening and maintaining the Defeasance Collateral Account. Lender shall not made in any way be liable by reason of any insufficiency in 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; andDefeasance Collateral Account. (e) the Issuer In connection with a Total Defeasance Event under this Section 2.8, Borrower shall have delivered transfer and assign all obligations, rights and duties under and to the Bond Trustee any certificate or legal opinion reasonably required by the Bond Trustee regarding Note and the Security Agreement, together with the Total Defeasance Collateral to a newly-created successor entity, which entity shall be a Single Purpose Entity and Covenant Defeasance which entity shall be designated or Defeasance Pledgeestablished by Borrower (the “Successor Borrower”). Such Successor Borrower shall assume the obligations under the Note and the Security Agreement and Borrower shall be relieved of its obligations under the Loan Documents (other than those obligations which by their terms survive a repayment, defeasance or other satisfaction of the Loan and/or a transfer of the Property in connection with ▇▇▇▇▇▇’s exercise of its remedies under the Loan Documents). Borrower shall pay $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note and the Security Agreement. Borrower shall pay all actual out-of-pocket costs and reasonable expenses incurred by ▇▇▇▇▇▇, including any certificate or legal opinion on the cost of establishing the Successor Borrower and ▇▇▇▇▇▇’s reasonable attorney’s fees and expenses, incurred in connection therewith. (if) Notwithstanding anything to the compliance contrary contained in this Section 2.8, the parties hereto hereby acknowledge and agree that after the Securitization of the conditions of the Security and Covenant DefeasanceLoan (or any portion thereof or interest therein), (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 with respect to any rights of creditors of the Issuer or any bankruptcy, insolvency, reorganization Lender approval or similar laws affecting creditors discretionary rights generally under over any matters contained in this Section (any such matter, a “Defeasance Approval Item”), such rights shall be construed such that Lender shall only be permitted to withhold its consent or approval with respect to any Defeasance Approval Item if the laws of same fails to meet the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer,Prudent Lender Standard.

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 (“Security effect expressed in Section 1301 when the whole amount of the principal of, and Covenant Defeasance”): (a) the Issuer 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 bonds accepted 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 (including if applicable premium payable upon exercise of a Call Option) and interest on said Bond; (iv) the Outstanding Bonds to Final Maturity Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default Trustee shall have occurred received an opinion of counsel, which counsel is experienced in bankruptcy matters, satisfactory to the Trustee and be continuing on the date of establishment Authority, to the effect that the payment to the Bondholder of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer 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 (e) 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, including any certificate or legal opinion on (i) the compliance of the conditions of the Security and Covenant Defeasance, moneys described in clause (ii) of this paragraph would not constitute a transfer which may be avoided under any provision of the Federal Bankruptcy Code in the event of an Act of Bankruptcy; and (v) the Trustee shall have received an opinion of counsel experienced in tax matters under the Code and matters relating to Regulation 3582, satisfactory to the Trustee and the Authority, to the effect that the Defeasance Pledge constitutes a valid, perfected and enforceable security deposit described in favour clause (ii) of this paragraph would not adversely affect the 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 which will not be subject to any rights principal of creditors and interest on said Bond. (C) If payment of less than all of the Issuer Bonds is to be provided for in the manner and with the effect described in this Article, the Trustee shall select such Bonds, or any bankruptcyportions thereof, insolvency, reorganization by such method as the Trustee shall deem fair and appropriate. (D) If Bonds (or similar laws affecting creditors rights generally under portions thereof) are deemed to have been paid in accordance with the laws provisions of this Article by reason of the jurisdiction where deposit with the Defeasance Pledge was established and Trustee or moneys or Government Obligations, no amendment to the corporate domicile provisions of this Section which would adversely affect the Issuer,Holders of such Bonds (or portions hereof) shall be made without the Consent of each Holder affected thereby.

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 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 Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (b) Provided no Event of Default shall have occurred and be continuing remain uncured, Borrower shall have the right at any time after the Defeasance Lockout Release Date and prior to the Open Period Start Date to voluntarily defease the entire Loan and obtain a release of the lien of the Security Instrument by providing Lender with the Total Defeasance Collateral (hereinafter, a “Total 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 “Total Defeasance Date”) on which the Total Defeasance Event is to occur; (ii) Borrower shall pay to Lender (A) all payments of principal and interest due and payable on the date Loan to and including the Total Defeasance Date (provided that, if such Total 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, then due and payable under the Note, this Agreement, the Security Instrument and the other Loan Documents through and including the Total Defeasance Date (or, if the Total Defeasance Date is not a Monthly Payment Date, the next occurring Monthly Payment Date); (C) all escrow, closing, recording, legal, appraisal, Rating Agency and other reasonable out-of-pocket fees, costs and expenses paid or incurred by Lender or its agents in connection with the Total Defeasance Event, the release of the lien of Security Instrument on the Property, the review of the proposed Defeasance Collateral and the preparation of the Security Agreement 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 and/or the Total Defeasance Event. (iii) Borrower shall deposit the Total 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 of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to Collateral Account and the Total Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the PartiesCollateral; (cv) Borrower shall deliver to Lender 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 Collateral Account and the Total Defeasance Collateral; (B) if a Securitization has occurred (1) the Bonds are secured, REMIC Trust formed pursuant to such Securitization and/or any subsequent or prior Securitization of the Defeasance Pledge shall be considered Loan or any portion thereof or interest therein will each not fail to maintain their respective status as a replacement “real estate mortgage investment conduit” within the meaning of Section 860D of the security established prior IRS Code as a result of a Total Defeasance Event pursuant to this Section 2.8 and (2) the Total Defeasance Event would not (I) constitute a “significant modification” of the Loan within the meaning of Treasury Regulation Section 1.1001-3 or (II) cause the Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the IRS Code; and (C) the Total Defeasance Event will not result in a 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) a New Non-Consolidation Opinion with respect to the Defeasance PledgeSuccessor Borrower; (dvi) the Issuer Borrower shall have delivered deliver to Lender a Rating Agency Confirmation as to the Bond Trustee Total Defeasance Event; (vii) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.8 have been satisfied; (viii) Borrower shall deliver a certificate signed by its Chief Executive Officer of an Approved Account Firm certifying that the Total 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 Scheduled Defeasance Payments; (ix) Borrower shall deliver such other creditors of the Issuer or with the intent of defeatingcertificates, hinderingopinions, delaying or defrauding any other creditors of the Issuer or othersdocuments and instruments as Lender may reasonably request; and (ex) Borrower shall pay all Rating Agency fees and expenses and all other reasonable out-of-pocket costs and expenses of Lender incurred in connection with the Issuer Total Defeasance Event, including, without limitation, Lender’s reasonable attorneys’ fees and expenses. (b) If Borrower has elected to defease the entire Note and the requirements of this Section 2.8 have been satisfied, the Property shall have delivered be released from the lien of the Security Instrument and the Total Defeasance Collateral pledged pursuant to the Bond Trustee any certificate Security Agreement shall be the sole source of collateral securing the Note. In connection with the release of the lien, Borrower shall submit to Lender, not less than thirty (30) days prior to the Total Defeasance Date (or legal opinion such shorter time as is acceptable to Lender in its sole discretion), a release of lien (and related Loan Documents) for execution by Lender. Such release shall be in a form appropriate in the jurisdiction in which the Property is located and shall contain standard provisions protecting the rights of the releasing lender. In addition, Borrower shall provide all other documentation Lender reasonably required requires to be delivered by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance PledgeBorrower in connection with such release, including any certificate or legal opinion on together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all Applicable Law, and (ii) will affect such release in accordance with the compliance terms of this Agreement. Borrower shall pay all costs, taxes and expenses associated with the release of the conditions lien of the Security and Covenant DefeasanceInstrument, (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 or any 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,including Lender’s reasonable attorneys’ fees.

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”): If (a) the Issuer all Bonds secured shall have irrevocably pledged become due and payable in accordance with their terms or otherwise as provided in this Trust Indenture or have been duly called for redemption or irrevocable instructions to call the Bonds or pay them at maturity have been given by the Authority to the Bond Trustee and (b) the Trustee holds for the benefit of the Bondholders such payment cash or government bonds accepted by Defeasance Obligations, the Bond Trustee (principal of and the “Defeasance Pledge”) in such amounts as interest on which at maturity will be sufficient (1) to redeem in accordance with the relevant section hereof all Bonds that have been called for redemption or for which irrevocable instructions for call for redemption have been given, on the date set for such redemption, (2) to pay at maturity all Bonds not irrevocably called for redemption, (3) to pay interest accruing on all Bonds prior to their redemption or payment at maturity and (4) to pay to the Trustee and the Authority their reasonable fees and expenses and any other fees and expenses payable hereunder or under the Financing Agreement, including the costs and expenses of canceling and discharging this Trust Indenture, then the Trustee shall, at the expense of the County, cancel and discharge this Trust Indenture and deliver to the Authority such instruments in writing as shall be requisite to discharge the assignment of the Authority’s rights under the Financing Agreement, and assign and deliver to the Authority any property at the time subject to this Trust Indenture that may then be in its possession, except for the cash or obligations in which such funds are invested which are held by the Trustee for the payment of Bonds and other fees and expenses as provided above. Bonds for the payment or redemption of which cash or Defeasance Obligations, the principal (including if applicable premium payable upon exercise of a Call Option) and interest on the Outstanding Bonds to Final Maturity Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default which will be sufficient therefor shall have occurred and be continuing been deposited with the Trustee (whether on or prior to the date of establishment of the Defeasance Pledgetheir maturity or their redemption date) shall be deemed to be paid and no longer Outstanding; provided, or insofar as Events of Default from bankruptcy or insolvency events are concernedhowever, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) that if the such Bonds are secured, the Defeasance Pledge shall to be considered as a replacement of the security established redeemed prior to the Defeasance Pledge; (d) the Issuer maturity thereof, notice of such redemption shall have delivered been duly given or arrangements satisfactory to the Bond Trustee a certificate signed by its Chief Executive Officer 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 (e) 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, including any certificate or legal opinion 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 been made for the benefit of the Bondholders which will not be subject to any rights of creditors of the Issuer or any 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,giving thereof.

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 At any time prior to the Bond Trustee for Payment Date that is three (3) months prior to the benefit Anticipated Repayment Date, the Issuers may (upon thirty (30) days’ written notice to the Indenture Trustee) obtain the release from all covenants under this Indenture relating to ownership and operation of the Bondholders cash or Tower Sites by defeasing all of the Notes then outstanding with U.S. government bonds accepted by securities that provide for payments which replicate the Bond Trustee (the “Defeasance Pledge”) in required payments on such amounts as will be sufficient for the payment Class of principal Notes (including if applicable premium payable upon exercise of a Call Option) and interest on the Outstanding Bonds to Final Maturity Class A-FL of each Series Notes computed at, and determined in accordance with, the Class A-FX Note Rate for such Series) and the Indenture Trustee Fees and Workout Fees, if any, through the Anticipated Repayment Date (or redemption upon a exercise including payment in full of a notified Call Option) or any other amount agreed between the Parties; principal of such Class of Notes on the Anticipated Repayment Date), provided, that (bi) no Event of Default shall have has occurred and be is continuing and (ii) the 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 Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to Date (and if the Defeasance Pledge Date is not a Payment Date, the interest that would have accrued to but not including the next Payment Date), (or the relevant period for non-Norwegian companiesb) or all other sums then due under each Class of Notes and all other Transaction Documents executed in connection therewith, including any other date agreed between the Parties; costs incurred in connection with such defeasance, and (c) if U.S. government securities providing for payments equal to the Bonds are securedScheduled Defeasance Payments. In addition, the Defeasance Pledge Issuers shall deliver to the Servicer on behalf of the Indenture Trustee, (1) a security agreement granting the Indenture Trustee a first priority perfected lien on the U.S. government securities so delivered by the Issuers, (2) an opinion of counsel as to the enforceability and perfection of such lien, (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 (including interest on the Class A-FL Notes of each Series computed at, and determined on the same basis as, the Class A-FX Note Rate for such Series) and all principal due upon maturity for each Class of Notes, and all Indenture Trustee Fees and Workout Fees, if any, and (4) a Rating Agency Confirmation. The Issuers, pursuant to the security agreement described above, shall authorize and direct that the payments received from the U.S. government securities shall be considered as a replacement made directly to the Indenture Trustee and applied to satisfy the obligations of the security established prior Issuers under the Notes. (b) If the Issuers will continue to own any assets other than the U.S. government securities delivered in connection with the defeasance, the Issuers shall establish or designate a special-purpose bankruptcy-remote successor entity acceptable to the Defeasance Pledge; (d) Indenture Trustee, with respect to which a substantive nonconsolidation opinion satisfactory to the Issuer shall have Indenture Trustee has been delivered to the Bond Indenture Trustee a certificate signed by its Chief Executive Officer and to transfer to that entity the Defeasance Pledge was not made by pledged U.S. government securities. The new entity shall assume the Issuer with the intent of preferring the Bondholders over any other creditors obligations of the Issuer or with Issuers under the intent Notes and the security agreement and the Issuers shall be relieved of defeating, hindering, delaying or defrauding any other creditors their obligations thereunder. The Issuers shall pay Ten Dollars ($10) to such new entity as consideration for assuming such obligations of the Issuer or others; and (e) 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, including any certificate or legal opinion 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 or any 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,Issuers.

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 When there are in the Bond Trustee for the benefit of the Bondholders cash Fund sufficient funds, or government bonds accepted by the Bond Trustee (the “Defeasance Pledge”) non-callable and non-prepayable Government Obligations in such amounts as will be sufficient for principal amounts, bearing interest at such rates and with such maturities (including, with respect to any Bonds in the Weekly Mode, maturities no greater than seven (7) days to fund the payment of Purchase Price) as will provide, without reinvestment, sufficient funds to pay the Purchase Price, principal (including of, premium, if applicable premium payable upon exercise of a Call Option) any, and interest on the Outstanding Bonds in full as and when such amounts become due, and when all the rights hereunder of the Authority and the Trustee have been provided for (1) the Bondowners will cease to Final Maturity Date 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, (or redemption upon 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 (a) with respect to any Bonds that are supported by a exercise of a notified Call Option) or any other amount agreed between Credit Facility, all such funds and obligations in the Parties; Bond Fund shall be Eligible Funds; (b) no Event if, within ninety (90) days of Default such deposit, any Tax-Exempt Refunding Bonds are not to be redeemed in full prior to maturity or paid in full at maturity, the Trustee shall have occurred and be continuing received on the date of establishment 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 such Bonds from gross income of the Defeasance Pledgeowners thereof for federal income tax purposes, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if any such 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 and (d) either the Trustee shall have received written confirmation from Moody's, if the Bonds are securedthen rated by Moody's, and from S&P, if the Bonds are then rated by S&P, that the defeasance will not result in the withdrawal or reduction of its rating on the Bonds, or, if none of the Bonds to be defeased are in the Weekly Mode, the Defeasance Pledge Bonds are to be redeemed on or before the next Purchase Date. Upon such defeasance, the funds and investments required to pay or redeem the Bonds in full shall be considered as irrevocably set aside for that purpose. If at the time established for defeasance the Bonds are then rated by Moody's, a replacement mathematical verification that the requirements set forth in this Section 204 have been satisfied prepared by a firm of independent public accountants who are recognized on a nationwide basis for skill in the preparation of such verifications and selected by the Company shall be provided to the Trustee and to Moody's; provided, however, that Moody's may waive such verification after notification by the Company of the security established prior terms of any such defeasance. The Trustee shall cause to the Defeasance Pledge; be mailed to all Bondowners within fifteen (d15) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer 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 (e) 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, including any certificate or legal opinion on (i) the compliance days of the conditions of this section being met in the Security manner herein specified for redemption of Bonds a notice stating that such conditions have been met and Covenant Defeasance, (ii) that the Defeasance Pledge constitutes a validlien of this Agreement has been discharged, perfected and, if the Bonds are to be redeemed prior to maturity, specifying the date of redemption and enforceable security in favour the redemption price. Any funds or property held by the Trustee for payment of the Bond Trustee Bonds under this section and not required for such payment shall (unless there is an Event of Default hereunder, in which case they shall be applied as provided in Section 604), after satisfaction of all the benefit rights of the Bondholders which will Authority and the Trustee, and payment of the rebate, if any, due to the United States under IRC 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 be 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 any rights of creditors Subsection 304(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 the Purchase Price, principal of, premium, if any, and interest on, some but not all of the Issuer Bonds in full as and when such amounts become due and the other conditions in the preceding paragraph have been met with respect to such Bonds, the particular Bonds (or any bankruptcyportions thereof) for which such provision for payment shall have been considered made shall be selected by lot by the Trustee 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), insolvencysubject however to compliance with the applicable conditions set forth in the provisos above. Notwithstanding the foregoing, reorganization or similar laws affecting creditors rights generally under those provisions relating to the laws maturity of Bonds, interest payments and dates thereof, the tender of Bonds for purchase 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 jurisdiction where Trustee in connection with all of the Defeasance Pledge was established foregoing and the corporate domicile fees, expenses and indemnities of the Issuer,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 F First Mortgage Bonds created hereby 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, 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.

Defeasance. 18.2.1 The Issuer maySo long as this Agreement is not earlier terminated, then two (2) business days following the later of (I) the expiration of the Due Diligence Period, and (II) the Operating Partnership’s deposit of the Additional Deposit with the Escrow Agent, Contributors shall take such actions, at its option Contributor’s sole cost and at any timeexpense, 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 as are necessary for the benefit defeasance of the Bondholders cash or government bonds accepted by the Bond Trustee (the “Defeasance Pledge”Existing Loan in accordance with Section 5(d) 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 Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (b) 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 during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer 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 (e) 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 PledgeExisting Note, including any certificate or legal opinion on but not limited to (i) engaging a defeasance consultant to supervise the compliance of defeasance process and source appropriate defeasance collateral, to the conditions of the Security and Covenant Defeasanceextent reasonably necessary, (ii) requesting and finalizing draft defeasance documentation from the Existing Lender including the Defeasance Security Agreement (as defined in the Existing Note), (iii) paying any deposits required by Existing Lender for legal or other third party fees and paying any other fees or costs payable to Existing Lender, (iv) preparing any opinion of counsel required by Existing Lender, (v) preparing any accountant opinion required by Existing Lender, (vi) obtaining any rating agency approval required by Existing Lender, and (vii) forming and capitalizing any successor entity necessary to act as the continuing borrower after the Existing Loan has been released from the Property (the actions required to defease the Existing Loan, including but not limited to (i)-(vii) hereof, the “Defeasance”). Contributors shall diligently pursue all steps required for the Defeasance, and the Operating Partnership shall use commercially reasonable efforts, at Contributor’s sole cost and expense, to cooperate in such actions in order to facilitate the Defeasance; provided, however, that the Defeasance Pledge constitutes a valid, perfected Operating Partnership shall have no obligation to incur any liability therewith. All documents and enforceable security in favour liens evidencing the Existing Loan encumbering the Property must be satisfied or released on or before the Closing Date. This Agreement is expressly contingent upon satisfaction of the Bond Trustee for Defeasance, and is subject to termination pursuant to the benefit provisions of Section 3.1(a) in the event of the Bondholders which will not be subject failure of Contributors to any rights of creditors of complete the Issuer or any 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.

Defeasance. 18.2.1 The Issuer may(a) Borrower, at in its option and sole discretion, shall have the right at any timetime after the Prepayment Lockout Release Date and prior to the Open Period Start Date to voluntarily defease the entire Loan and obtain a release of the lien of all of the Security Instruments by providing Lender with the Total Defeasance Collateral (hereinafter, elect a “Total Defeasance Event”), subject to have certain obligations discharged (see Clause 18.2.2) upon complying with the satisfaction of the following conditions (“Security and Covenant Defeasance”):precedent: (ai) Borrower shall provide Lender not less than thirty (30) days’ notice (or such shorter period of time if permitted by Lender in its reasonable discretion) but not more than one hundred twenty (120) days’ notice specifying a date (the “Total Defeasance Date”) on which the Total Defeasance Event is to occur; (ii) Borrower shall pay to Lender (A) all payments of principal and interest due and payable on the Loan to and including the Total Defeasance Date; (B) all other sums, if any, then due and payable under the Note, this Agreement, the Security Instrument and the other Loan Documents through and including the Total Defeasance Date (or, if the Total Defeasance Date is not a Monthly Payment Date, the next occurring Monthly Payment Date); (C) all reasonable and out-of-pocket costs and expenses related to escrow, closing, recording, legal, appraisal and other reasonable out-of-pocket fees, costs and expenses paid or incurred by Lender or its agents in connection with the Total Defeasance Event, the release of the lien of Security Instrument on the Property, the review of the proposed Defeasance Collateral and the preparation of the Security Agreement and related documentation, and all fees of the Rating Agencies; and (D) any documentary stamp, intangible or other similar taxes or similar charges or fees, in each case due in connection with the transfer or assumption of the Note and/or the Total Defeasance Event. (iii) Borrower shall deposit the Total 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 Collateral Account and the Total Defeasance Collateral; (v) Borrower shall deliver to Lender 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 Collateral Account and the Total Defeasance Collateral; (B) if a Securitization has occurred (1) the Issuer shall have irrevocably pledged 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 Total Defeasance Event pursuant to this Section 2.8 and (2) the Total Defeasance Event would neither (I) constitute a “significant modification” of the Loan within the meaning of Treasury Regulation Section 1.860G-2(b) nor (II) cause the Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the IRS Code; and (C) a New Non-Consolidation Opinion with respect to the Bond Trustee for Successor Borrower; (vi) Borrower shall deliver to Lender a Rating Agency Confirmation as to the benefit Total Defeasance Event; (vii) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.8 have been satisfied; (viii) Borrower shall deliver a certificate of an Acceptable Accountant certifying that the Total Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (ix) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (x) Borrower shall pay all reasonable out-of-pocket costs and expenses of Lender incurred in connection with the Total Defeasance Event, including, without limitation, Lender’s reasonable out-of-pocket attorneys’ fees and expenses and the fees and expenses of the Bondholders cash Rating Agencies. (b) If Borrower has elected to defease the entire Note and the requirements of this Section 2.8 have been satisfied, the Property shall be released from the lien of the Security Instrument and the Total Defeasance Collateral pledged pursuant to the Security Agreement shall be the sole source of collateral securing the Note. In connection with the release of the lien, Borrower shall submit to Lender, not less than ten (10) days prior to the Total Defeasance Date (or government bonds accepted such shorter time as is acceptable to Lender in its sole discretion), a release of lien (and related Loan Documents) for execution by Lender. Such release shall be in a form appropriate in the Bond Trustee jurisdiction(s) in which the Property is located and shall contain standard provisions for such jurisdictions protecting the rights of the releasing lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all Applicable Law, and (ii) will affect such release in accordance with the terms of this Agreement. Borrower shall pay all reasonable out-of-pocket costs, taxes and expenses (other than any income, franchise or similar taxes of Lender) associated with the release of the lien of the Security Instrument, including Lender’s reasonable out-of-pocket attorneys’ fees. Lender shall, at Borrower’s sole cost and expense, reasonably cooperate in good faith with Borrower to avoid the incurrence of mortgage recording taxes in connection with a Total Defeasance Event. (c) [Intentionally Omitted]. (d) On or before the date on which Borrower delivers the Total Defeasance Collateral, Borrower or Successor Borrower (as applicable) shall open at any Eligible Institution an Eligible Account (the “Defeasance PledgeCollateral Account”). The Defeasance Collateral Account shall contain only (i) in such amounts Total Defeasance Collateral, and (ii) cash from interest and principal paid on the Total Defeasance Collateral. All cash from interest and principal payments paid on the Total Defeasance Collateral shall be paid over to Lender on each Monthly Payment Date and applied first to accrued and unpaid interest and then to principal. Any cash from interest and principal paid on the Total Defeasance Collateral not needed to pay the Scheduled Defeasance Payments shall be paid to Borrower or Successor Borrower (as will be sufficient for applicable). Borrower or Successor Borrower (as applicable) shall cause the payment of principal Eligible Institution at which the Total Defeasance Collateral is deposited to enter into an agreement with Borrower or Successor Borrower (including if applicable premium payable upon exercise of a Call Optionas applicable) and interest on Lender, satisfactory to Lender in its reasonable discretion, pursuant to which such Eligible Institution shall agree to hold and distribute the Outstanding Bonds to Final Maturity Date Total Defeasance Collateral in accordance with this Agreement. Borrower or Successor Borrower (or redemption upon a exercise of a notified Call Optionas applicable) or any other amount agreed between shall be the Parties; (b) no Event of Default shall have occurred and be continuing on the date of establishment owner of the Defeasance PledgeCollateral Account and shall report all income accrued on Total Defeasance Collateral for federal, state and local income tax purposes in its income tax return (or insofar in a consolidated, unitary or similar tax return of a group in which Borrower or Successor Borrower (as Events of Default from bankruptcy or insolvency events are concernedapplicable) is a member, at any time during any hardening period applicable to the Defeasance Pledge extent required and/or permitted by Applicable Law, or, if Borrower or Successor Borrower (or the relevant period as applicable) is a disregarded entity for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are securedsuch tax purposes, the Defeasance Pledge shall be considered as a replacement applicable tax return of the security established prior to regarded owner of Borrower or Successor Borrower (as applicable)). Borrower shall prepay all cost and expenses associated with opening and maintaining the Defeasance Pledge; (d) the Issuer Collateral Account. Lender shall have delivered to the Bond Trustee a certificate signed not in any way be liable by its Chief Executive Officer that reason of any insufficiency in 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; andCollateral Account. (e) the Issuer In connection with a Total Defeasance Event under this Section 2.8, Borrower shall have delivered transfer and assign all obligations, rights and duties under and to the Bond Trustee any certificate or legal opinion reasonably required by the Bond Trustee regarding Note and the Security Agreement, together with the Total Defeasance Collateral to a newly-created successor entity, which entity shall be a Single Purpose Entity and Covenant Defeasance which entity shall be designated or Defeasance Pledgeestablished by Borrower and approved by Lender in its reasonable discretion (the “Successor Borrower”). Such Successor Borrower shall assume the obligations under the Note and the Security Agreement and Borrower shall be relieved of its obligations under the Loan Documents (other than those obligations which by their terms survive a repayment, including any certificate defeasance or legal opinion on (i) the compliance other satisfaction of the conditions Loan and/or a transfer of the Property in connection with Lender’s exercise of its remedies under the Loan Documents). Borrower shall pay a minimum of $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note and the Security Agreement. Borrower shall pay all reasonable out-of-pocket costs and Covenant Defeasanceexpenses incurred by Lender in connection therewith, including, without limitation, Lender’s reasonable out-of-pocket attorney’s fees and expenses. (iif) Notwithstanding anything to the contrary contained in this Section 2.8, the parties hereto hereby acknowledge and agree that after the Defeasance Pledge constitutes a valid, perfected and enforceable security in favour Securitization of the Bond Trustee for the benefit of the Bondholders which will not be subject Loan (or any portion thereof or interest therein), with respect to any rights of creditors of the Issuer or any bankruptcy, insolvency, reorganization Lender approval or similar laws affecting creditors discretionary rights generally under over any matters contained in this Section (any such matter, a “Defeasance Approval Item”), such rights shall be construed such that Lender shall only be permitted to withhold its consent or approval with respect to any Defeasance Approval Item if the laws same fails to meet the Prudent Lender Standard. (g) For the avoidance of doubt, in no event shall Borrower be permitted to effectuate a defeasance in connection with the jurisdiction where the Defeasance Pledge was established and the corporate domicile release of the Issuer,an Individual Property or group of Individual Properties.

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) 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 bonds accepted by obligations 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 (including if applicable premium payable upon exercise which such moneys or obligations are being held to all owners of a Call Option) and interest such Bonds at their addresses shown on the Outstanding Bonds to Final Maturity Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (b) 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 during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge;Bond Register. (d) the Issuer shall have delivered Anything in Article XIV to the Bond Trustee a certificate signed by its Chief Executive Officer that the Defeasance Pledge was not made by the Issuer contrary notwithstanding, if moneys or Governmental Obligations have been deposited or set aside with the intent of preferring Trustee pursuant to this Article for the Bondholders over any other creditors payment of the Issuer principal or with the intent of defeatingredemption price, hinderingincluding purchase price if applicable, delaying or defrauding any other creditors of the Issuer Bonds and the interest thereon and such moneys or others; andGovernmental Obligations do not constitute Available Moneys, no amendment to the provisions of this Article shall be made without the consent of the owner of each of the Bonds affected thereby. (e) Notwithstanding the Issuer shall have delivered foregoing, those provisions relating to the Bond Trustee purchase of Bonds upon the demand of any certificate Bondholders, the maturity of Bonds, interest payments and dates thereof, and the dates, premiums and notice requirements for optional and mandatory redemption or legal opinion reasonably required by 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 regarding Fund and the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance duties of the conditions Trustee in connection with all of the Security foregoing and Covenant Defeasancethe fees, (ii) that the Defeasance Pledge constitutes a valid, perfected expenses and enforceable security in favour indemnities of the Bond Trustee for and the benefit Credit Facility Trustee, shall remain in effect and shall be binding upon the Trustee, the Credit Facility Trustee, the Issuer, the Company and the Bondholders notwithstanding the release and discharge of the Bondholders which will not be subject to any rights lien of creditors of the Issuer or any 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,this 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 (“Security compensation and Covenant Defeasance”): (a) 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 bonds accepted 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 such other sums and shall surrender the Letter of Credit to the Bank; provided that (including if applicable premium payable upon exercise a) any proceeds of the Letter of Credit not required for payment of the Bonds shall be turned over to the Bank and (b) in the event there has been a Call Option) and interest on drawing under the Outstanding Bonds Letter of Credit for which the Bank has not been fully reimbursed pursuant to Final Maturity Date (or redemption upon a exercise of a notified Call Option) the Reimbursement Agreement or any other amount agreed between obligations are then due and owing to the Parties; Bank under the Reimbursement Agreement, the Trustee shall assign and turn over to the Bank, as successor, subrogee or otherwise, all of the Trustee's right, title and interest under this Indenture, all balances held hereunder (bexcluding the Rebate Fund) no Event not required for the payment of Default 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 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 during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge been considered made shall be considered selected by lot or by such other method as a replacement of the security established prior to Trustee deems fair and appropriate, and thereupon the Defeasance Pledge; (d) the Issuer Trustee shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer 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 (e) 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, including any certificate or legal opinion 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 take similar action for the benefit release of the Bondholders which will not be subject this Indenture with respect to any rights of creditors of the Issuer or any 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,such Bonds.

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 Borrowers shall have irrevocably pledged the right at any time after the Defeasance Lockout Release Date and prior to the Bond Trustee for Open Period Start Date to voluntarily defease (i) the benefit of the Bondholders cash or government bonds accepted by the Bond Trustee entire Loan (the a “Defeasance PledgeTotal Defeasance”) or (ii) in such amounts as will be sufficient for connection with the payment of principal (including if applicable premium payable upon exercise release of a Call OptionProperty pursuant to Section 2.9 (and subject to the conditions set forth therein) and interest on the Outstanding Bonds to Final Maturity Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (b) provided no Event of Default shall have occurred and remain uncured (other than an Event of Default which would be continuing cured by the release of the Property or Properties sought to be released), a portion of the Loan (a “Partial Defeasance”; any such Total Defeasance or Partial Defeasance, a “Defeasance”) and obtain a release of the lien of the applicable Security Instrument(s) by providing Lender with the Defeasance Collateral (hereinafter, a “Defeasance Event”), subject to the satisfaction of the following conditions precedent: (i) Borrowers 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) Borrowers 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, Borrowers 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 to the extent not already included in Defeasance Collateral); (B) all other sums, if any, then 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 to the extent not already included in Defeasance Collateral); (C) all escrow, closing, recording, legal, appraisal, Rating Agency and other actual reasonable, out-of-pocket fees, costs and expenses paid or incurred by Lender or its agents in connection with the Defeasance Event, the release of the lien of Security Instruments on the Properties, the review of the proposed Defeasance Collateral and the preparation of the Security Agreements 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 and/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) Borrowers shall execute and deliver to Lender Security Agreements in respect of the Defeasance PledgeCollateral Account and the Defeasance Collateral; (v) Borrowers shall deliver to Lender an opinion of counsel for Borrowers 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 Collateral Account and the Defeasance Collateral; (B) if a Securitization has occurred (1) the REMIC Trust formed pursuant to such Securitization and/or any subsequent or insofar prior Securitization of the Loan or any portion thereof or interest therein will each not fail to maintain their respective status as Events a “real estate mortgage investment conduit” within the meaning of Default from bankruptcy 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 or insolvency events are concerned(II) cause the Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the IRS Code; (C) the Defeasance Event will not result in a 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) a New Non-Consolidation Opinion with respect to the Successor Borrower; (vi) In the case of a Partial Defeasance, at the execution and delivery by Borrowers of all necessary documents to amend and restate the Note and issue two (2) substitute notes: one having a principal balance equal to the defeased portion of the original Note (the “Defeased Note”) and the other having a principal balance equal to the undefeased portion of the original Note (the “Undefeased Note”). The Defeased Note and Undefeased Note shall have terms identical to the terms of the Note, except for the principal balance and a pro rata allocation of the Monthly Debt Service Payment Amount. (After a Partial Defeasance, all references hereunder and in the other Loan Documents to “Note” shall be deemed to mean the Undefeased Note, unless expressly provided to the contrary.) A Defeased Note cannot be the subject of any time during any hardening period applicable further Defeasance; (vii) Borrowers shall deliver to Lender a Rating Agency Confirmation as to the Defeasance Pledge Event (or if required pursuant to a pooling and servicing agreement from and after the relevant period for non-Norwegian companies) or any other date agreed between the Partiesoccurrence of a Securitization); (cviii) if Borrowers shall deliver an Officer’s Certificate certifying that the Bonds are securedrequirements set forth in this Section 2.8 have been satisfied; (ix) Borrowers shall deliver a certificate of a “big four” or other nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (x) Borrowers shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (xi) Borrowers shall pay all reasonable, actual out-of-pocket costs and expenses of Lender incurred in connection with the Total Defeasance Event, including, without limitation, Lender’s reasonable attorneys’ fees and expenses and Rating Agency fees and expenses. (b) If Borrowers have elected to defease the entire Note and the requirements of this Section 2.8 have been satisfied, the Defeasance Pledge Properties shall be considered as a replacement released from the lien of the security established Security Instruments and the other Loan Documents and the Defeasance Collateral pledged pursuant to the Security Agreements shall be the sole source of collateral securing the Note. In connection with the release of the lien, Borrowers shall submit to Lender, not less than fifteen (15) days prior to the Defeasance Pledge; Date (dor such shorter time as is acceptable to Lender in its sole discretion), releases of lien (and related Loan Documents) for execution by Lender. Such releases shall be in a form appropriate in the Issuer jurisdictions in which the Properties are located and shall have delivered to contain standard provisions protecting the Bond Trustee a certificate signed by its Chief Executive Officer that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors rights of the Issuer or releasing lender. In addition, Borrowers shall provide all other documentation Lender reasonably requires to be delivered by Borrowers in connection with the intent of defeatingsuch release, hindering, delaying or defrauding any other creditors of the Issuer or others; and (e) 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, including any certificate or legal opinion on together with an Officer’s Certificate certifying that such documentation (i) is in compliance in all material respects with all Applicable Law, and (ii) will affect such release in accordance with the compliance terms of this Agreement. Borrowers shall pay all reasonable, actual out-of-pocket costs, taxes and expenses associated with the release of the conditions liens of the Security and Covenant DefeasanceInstruments, (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 or any 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,including Lender’s reasonable attorneys’ fees.

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 (“Security and 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 bonds accepted 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 (including 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 applicable premium 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 upon exercise of a Call Option) hereunder by the Authority, then and in that case the right, title and interest on the Outstanding Bonds to Final Maturity Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance PledgeTrustee shall thereupon cease, or insofar as Events of Default from bankruptcy or insolvency events are concerneddetermine and become void, at any time during any hardening period applicable to and the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are securedTrustee in such case, the Defeasance Pledge shall be considered as a replacement on demand of the security established prior Authority, shall release this Trust Agreement and shall execute such documents to the Defeasance Pledge; (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer 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 (e) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion evidence such release as may be reasonably required by the Bond Trustee regarding Authority, and shall turn over to the Security Authority, or such officer, board or body as may then be entitled by law to receive the same, any surplus in any account in the Sinking Fund and Covenant Defeasance all balances remaining in any other funds or Defeasance Pledgeaccounts other than moneys held for redemption or payment of Bonds; otherwise this Trust Agreement, including any certificate or legal opinion on (i) the compliance of the conditions of the Security shall be, continue and Covenant Defeasance, (ii) that the Defeasance Pledge constitutes a valid, perfected remain in full force 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 or any 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,effect.

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) On any date after the Issuer expiration of the Lockout Period, provided no Event of Default is then continuing and subject to the notice requirement described in Section 2.1(c), Borrower may obtain the release of the Collateral from the Liens of the Loan Documents upon the payment to Lender of all sums then due under the Loan Documents and the delivery of the following to Lender: (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 to make all payments of interest and principal due hereunder, including the then outstanding Principal Indebtedness, 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 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”); (iv) 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 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 does not constitute a “significant modification” of the Loan under Section 1001 of the Code; (v) if 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 definition of “Rating Condition”; (vi) instruments reasonably satisfactory to Lender releasing and discharging or assigning to a third party Lender’s Liens on the Collateral (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 the benefit of the Bondholders cash or government bonds accepted by the Bond Trustee (the “Defeasance Pledge”) any costs and expenses incurred in such amounts as will be sufficient for the payment of principal connection with this Section 2.1 (including if applicable premium payable upon exercise Rating Agency and Servicer fees and expenses, reasonable fees and expenses of a Call Option) legal counsel and interest on the Outstanding Bonds to Final Maturity Date (accountants and any revenue, documentary stamp or redemption upon a exercise of a notified Call Option) intangible taxes or any other amount agreed between tax or charge due in connection herewith). Lender shall reasonably cooperate with Borrower to avoid the Parties;incurrence of mortgage recording taxes in connection with a Defeasance at Borrower’s sole cost and expense. (b) no Event At the time of Default the Defeasance, the Loan 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 during any hardening period applicable substantially equivalent to the opinions delivered to Lender on the Closing Date, including new nonconsolidation opinions reasonably satisfactory to Lender and satisfactory to the Rating Agencies; and Borrower and the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any Borrower shall deliver such other date agreed between the Parties;documents, certificates and legal opinions as Lender shall reasonably request. (c) if 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 Bonds are secured, date on which the Defeasance Pledge is to occur. If such Defeasance is not made on such date (x) Borrower’s notice of Defeasance will be deemed rescinded, and (y) Borrower shall be considered on such date pay to Lender all reasonable losses, costs and expenses suffered by Lender as a replacement consequence of the security established prior to the Defeasance Pledge;such rescission. (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors Upon satisfaction of the Issuer or with requirements contained in this Section, Lender will execute and deliver to Borrower such instruments, prepared by Borrower and approved by Lender, as shall be necessary to release the intent of defeating, hindering, delaying or defrauding any other creditors Property from the Liens of the Issuer or others; and (e) 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, including any certificate or legal opinion 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 or any 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,Loan Documents.

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 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 Date (or redemption upon a an exercise of a notified Call Option) or any other amount agreed between the Parties; (b) 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 during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security Security established prior to the Defeasance Pledge; (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer 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 (e) 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, including any certificate or legal opinion 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 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 each Obligor or any bankruptcy, insolvency, reorganization reorganisation or similar laws affecting creditors 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 any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with On the date that the following conditions shall have been satisfied: (“Security and Covenant Defeasance”): (ai) the Issuer Transferor shall have irrevocably pledged deposited (x) in the Principal Funding Account, an amount such that the amount on deposit in the Principal Funding Account following such deposit is equal to the Bond Trustee sum of the Class A Outstanding Principal Amount and the Class B Outstanding Principal Amount, and (y) in the Accumulation Period Reserve Account, an amount equal to or greater than the Covered Amount, as estimated by the Transferor, for the benefit of the Bondholders cash or government 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 Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (b) 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 during any hardening period applicable such deposit to the Defeasance Pledge Principal Funding Account through the Expected Final Payment Date; (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (dii) the Issuer Transferor shall have delivered to the Bond Trustee (a) an Opinion of Counsel to the effect that such deposit 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, (b) an Opinion of Counsel to the effect that following such deposit none of the Trust, the Accumulation Period Reserve Account or the Principal Funding Account will be deemed to be an association (or publicly traded partnership) taxable as a corporation, (c) a certificate signed by its Chief Executive Officer of an officer of the Transferor stating that the Defeasance Pledge was Transferor reasonably believes that such deposit will not made by the Issuer cause a Pay Out Event or any event that, with the intent giving of preferring notice or the Bondholders over any other creditors lapse of time, or both, would constitute a Pay Out Event, to occur; and (iv) a Ratings Event will not occur, the Series 1998-3 Securities will no longer be entitled to the security interest of the Issuer or with Trust in the intent of defeatingReceivables and, hindering, delaying or defrauding any other creditors of the Issuer or others; and (e) 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, including any certificate or legal opinion on except those set forth in clause (i) above, other Trust assets and the compliance percentages applicable to the allocation to the Series 1998-3 Securityholders of Principal Collections, Finance Charge Collections and Defaulted Receivables will be reduced to zero. Upon the satisfaction of the conditions of foregoing conditions, 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 Class B Invested Amount will not be subject reduced to any rights of creditors of the Issuer or any 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,zero. SECTION 7. Article V

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 bonds obligations 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 Optioncall option) and interest on the Outstanding Bonds to Final Maturity Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Partiescall option); (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonable acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for Norwegian income tax purposes 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 during any hardening in the period applicable to ending on the 181st day after the date of establishment of the 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 relevant period for non-Norwegian companies) articles of association or any other date agreed between corporate documents of the PartiesIssuer; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (de) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer or another authorized representative 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; (ef) 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 its Chief Executive Officer or another authorized representative and a legal opinion on from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that the Defeasance Pledge (i) the compliance will not be subject to any rights of creditors of the conditions of the Security and Covenant DefeasanceIssuer, (ii) that the Defeasance Pledge constitutes will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders which Bondholders, and (iii) after the 181st day following the establishment, the funds and assets so pledged will not be subject to the effects of any rights of creditors of the Issuer or any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where 1) the Defeasance Pledge was established and 2) 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 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; (d) all other provisions of the Bond Agreement shall remain fully in force without any modifications. 18.2.3 All amounts 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 funds and interest thereon 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 may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2A) upon complying with the following conditions (“Security and Covenant Defeasance”): (a) If the Issuer shall have irrevocably 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 part, and 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 surviving rights of payment, 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 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 Trustee for Fund required to be paid to the benefit of the Bondholders cash Borrower under Section 6.14 hereof and except moneys or government bonds accepted securities held by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of the principal (including of and premium, if applicable premium payable upon exercise of a Call Option) any, and interest on the Outstanding Bonds to Final Maturity Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default shall have occurred on, 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 during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are securedpurchase prices of, the Defeasance Pledge shall be considered as a replacement of Bonds. Notwithstanding the security established prior to the Defeasance Pledge; (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of foregoing, under no circumstances may the Issuer or with the intent Borrower receive any funds derived from a draw on any Liquidity Facility, Bond Insurance or moneys held for the payment of defeating, hindering, delaying particular Bonds. (B) Any Bond or defrauding any other creditors Authorized Denomination thereof shall be deemed to be paid within the meaning of this Indenture when (a) payment of the Issuer principal of and premium, if any, on such Bond or others; and (e) the Issuer shall have delivered Authorized Denomination thereof, plus interest thereon to the Bond Trustee any certificate due date thereof (whether such due date is by reason of maturity or legal opinion reasonably required by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on upon redemption as provided herein) either (i) shall have been made or caused to be made in accordance with the compliance of the conditions of the Security and Covenant Defeasanceterms thereof, (ii) that shall have been provided for by depositing sufficient amounts as described in clause (1) and/or (2) below for such payment with the Defeasance Pledge constitutes Trustee and the due date of such principal, interest and premium, if any, has occurred, or (iii) in the case of a validBond which bears interest at a Flexible Rate, perfected a Taxable Term Rate, a Taxable Flexible Rate or a Term Rate, shall have been provided for by irrevocably depositing with the Trustee in trust and enforceable security irrevocably setting aside exclusively for such payment on such due date (which due date shall be in favour the case of a Bond bearing interest at a Flexible Rate or Taxable Flexible Rate no later than the Interest Payment Date for the then current Flexible Segment or Taxable Segment, as applicable, 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 or Taxable 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 Trustee shall be deemed paid pursuant to this Article VIII prior to the due date for the benefit 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 Tax-Exempt Series of 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 Bondholders 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 will not by its terms may be subject redeemed prior to any rights of creditors the stated maturity thereof, no deposit under clause (a)(iii) of the Issuer immediately preceding paragraph shall be deemed a payment of such Bond or any bankruptcyAuthorized 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, insolvencyor in the event said Bond or Authorized Denomination thereof is not to be redeemed within the next succeeding seventy-five (75) days, reorganization or similar laws affecting creditors rights generally under until the laws of Borrower shall have given the jurisdiction where the Defeasance Pledge was established and the corporate domicile 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

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) At any time other than during the continuance of the Prepayment Period for any Series of Outstanding Notes, the Issuer shall have irrevocably pledged may obtain the release from all covenants of this Indenture relating to the Bond Trustee for the benefit ownership and operation of the Bondholders cash or Tower Sites by delivering United States government bonds accepted by securities that provide for payments equal to the Bond Trustee Scheduled Defeasance Payments with respect to each Series of then Outstanding Notes, provided, that (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 Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (bi) no Event of Default shall have has occurred and be is continuing and (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 Class Principal Balance of each Class of Outstanding Notes to but not including the Defeasance Date (and if the Defeasance Date is not a Payment Date, the interest that would have accrued to but not including the next Payment Date), (b) 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 Payments with respect to each Series of then Outstanding Notes. In addition, the Issuer shall deliver to the Servicer on behalf of the Defeasance PledgeIndenture Trustee (1) a security agreement granting the Indenture Trustee a first priority perfected security interest in the U.S. government securities so delivered by the Issuer, or insofar (2) an Opinion of Counsel as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to the enforceability and perfection of such security interest, (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 Date (or if the relevant period for Defeasance Date is not a Payment Date, due after the next Payment Date) through the Defeasance Payment Date and all principal on the Defeasance Payment Date, and all Indenture Trustee Fees, Workout Fees, Servicing Fees, Other Servicing Fees, and any other amounts due and owing to the Servicer, if any, and (4) a Rating Agency Confirmation. The Issuer, 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 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 (with respect to which (i) a substantive non-Norwegian companiesconsolidation Opinion of Counsel reasonably satisfactory to the Indenture Trustee has been delivered to the Indenture Trustee and (ii) or any other date agreed between an Opinion of Counsel reasonably satisfactory to the Parties;Indenture Trustee has been delivered to the Indenture Trustee that the Issuer will not be required to register as an investment company under the Investment Company Act), and to transfer to that entity the pledged U.S. government securities. The new entity shall assume the obligations of the Issuer 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 If the Bonds are securedIssuer satisfies the requirements of Section 2.11(a) to defease the Notes, the Defeasance Pledge Indenture Trustee shall be considered as promptly execute, acknowledge and deliver to the Obligors a replacement release of the security established prior Collateral under the applicable Transaction Documents in recordable form to the Defeasance Pledge; (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer extent applicable for such release; provided that the Defeasance Pledge was not made by the Issuer with the intent Obligors shall, at their sole expense, prepare any and all documents and instruments necessary to effect such release, all 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 (e) the Issuer which 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, including any certificate or legal opinion 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 the reasonable approval of the Issuer Indenture Trustee, and the Obligors shall pay all costs reasonably incurred by the Indenture Trustee (including, but not limited to, reasonable attorneys’ fees and disbursements, title search costs or any bankruptcyendorsement premiums) in connection with the review, insolvency, reorganization or similar laws affecting creditors rights generally under the laws execution and delivery of the jurisdiction where the Defeasance Pledge was established documents and the corporate domicile of the Issuer,instruments necessary to effect such release.

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 (“Security and 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 bonds accepted by obligations 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 (including Bonds or Authorized Denominations thereof and the interest and premium, if applicable premium payable upon exercise 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 a Call Option) and interest on this Article shall be made without the Outstanding Bonds to Final Maturity Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default shall have occurred and be continuing on the date of establishment consent of the Defeasance Pledge, or insofar as Events Owner of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if each of the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer 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 (e) 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, including any certificate or legal opinion 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 or any 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,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 (“Security in Subsections B, C, D and Covenant Defeasance”):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 bonds accepted 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 (including if applicable premium payable upon exercise of a Call Option) 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 Final Maturity Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Partiesbe due and payable on such Payment Date; (b) 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 during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (d) 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 its Chief Executive Officer the 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 Defeasance Pledge was not made Government Obligations deposited for payment of the 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 others; and (e) 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, including any certificate or legal opinion 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 or any 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,Subsection A hereof;

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) On any date after the Issuer expiration of the Lockout Period, provided no Event of Default is then continuing and subject to the notice requirement described in Section 2.1(c), Borrower may obtain the release of the Collateral (other than the Defeasance Collateral) from the Liens of the Loan Documents upon the payment to Lender of all sums then due under the Loan Documents and the delivery of the following to Lender: (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 to make all payments of interest and principal due hereunder, including the then outstanding Principal Indebtedness, 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 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”); (iv) 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 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 any assumption under 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) that the Defeasance does not constitute a “significant modification” of the Loan under Section 1001 of the Code; (v) if the Loan has been Securitized, the Rating Condition with respect to such Defeasance shall have irrevocably pledged been satisfied; (vi) instruments reasonably satisfactory to Lender releasing and discharging or assigning to a third party Lender’s Liens on the Bond Trustee Collateral (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 the benefit of the Bondholders cash or government bonds accepted by the Bond Trustee (the “Defeasance Pledge”) any costs and expenses incurred in such amounts as will be sufficient for the payment of principal connection with this Section 2.1 (including if applicable premium payable upon exercise Rating Agency and Servicer fees and expenses, reasonable fees and expenses of a Call Option) legal counsel and interest on the Outstanding Bonds to Final Maturity Date (any revenue, documentary stamp or redemption upon a exercise of a notified Call Option) intangible taxes or any other amount agreed between tax or charge due in connection herewith). Lender shall reasonably cooperate with Borrower to avoid the Parties;incurrence of mortgage recording taxes in connection with a Defeasance at Borrower’s sole cost and expense. (b) no Event At the time of Default the Defeasance, the Loan shall have occurred be assumed by a bankruptcy-remote entity established or designated by Borrower and be continuing on the date of establishment acceptable to Lender and each Rating Agency, 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 during any hardening period applicable substantially equivalent to the opinions delivered to Lender on the Closing Date, including new nonconsolidation opinions reasonably satisfactory to Lender and satisfactory to the Rating Agencies; and Borrower and the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any Borrower shall deliver such other date agreed between the Parties;documents, certificates and legal opinions as Lender shall reasonably request. (c) if Borrower must give Lender and each Rating Agency at least 30 days’ (and not more than 90 days’) prior written notice of any Defeasance under this Section 2.1, specifying the Bonds are secured, date on which the Defeasance Pledge is to occur. If such Defeasance is not made on such date (x) Borrower’s notice of Defeasance will be deemed rescinded, and (y) Borrower shall be considered on such date pay to Lender all reasonable losses, costs and expenses suffered by Lender as a replacement consequence of the security established prior to the Defeasance Pledge;such rescission. (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors Upon satisfaction of the Issuer or with requirements contained in this Section 2.1, Lender will execute and deliver to Borrower, at Borrower’s sole cost and expense, such instruments, prepared by Borrower and approved by Lender, as shall be necessary to release the intent of defeating, hindering, delaying or defrauding any other creditors Property from the Liens of the Issuer or others; and (e) 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, including any certificate or legal opinion 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 or any 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,Loan Documents.

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 (“Security and Covenant Defeasance”):shall have been satisfied: (ai) the Issuer shall have has irrevocably deposited in trust with the Trustee as trust funds specifically pledged to the Bond Trustee for the benefit as security for, and dedicated solely to, Holders of the Bondholders cash or government bonds accepted by the Bond Trustee (the “Defeasance Pledge”) in Securities of such amounts as will be sufficient series, for the payment of principal (including if applicable premium payable upon exercise the Principal of a Call Option) and interest on the Outstanding Bonds to Final Maturity Date Securities of such series, money or U.S. Government Obligations or a combination thereof sufficient (or redemption upon a exercise unless such funds consist solely of money, in the opinion of a notified Call Optionnationally 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; (ii) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture, the Cable Guarantees or any other amount agreed between material agreement or instrument to which the PartiesIssuer is a party or by which it is bound; (biii) no default or Event of Default with respect to the Securities of such series 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 during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Partiessuch deposit; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (div) the Issuer shall have delivered to the Bond Trustee Error! Bookmark not defined. either (x) a certificate signed by its Chief Executive Officer ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors Holders of the Issuer Securities of such series will not recognize income, gain or with the intent of defeating, hindering, delaying or defrauding any other creditors loss for Federal income tax purposes as a result of the Issuer Issuer's exercise of its option under this Section 9.02 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred or others(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 Error! Bookmark not defined. 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; and (ev) the Issuer shall have has delivered to the Bond Trustee any certificate or legal opinion reasonably required an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance this Section 9.02 of the conditions 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 9.05 with respect to the Security and Covenant DefeasanceSecurities of such series shall survive until such Securities are no longer outstanding. Thereafter, (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 or any 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 only the Issuer,'s obligations in Sections 5.06 and 9.05 shall survive.

Defeasance. 18.2.1 The Issuer mayPrior to the Closing, at its option the ARA Companies and at any timethe AII Companies shall, elect and, from and after the Closing, the Survivor Entities shall, cause the Property Owners to have certain obligations discharged use all commercially reasonable and good faith efforts to cause the release of the Properties from the Lien of the Mortgages and the other Loan Documents (see Clause 18.2.2the “Defeasance”) upon complying in accordance with the terms of the Loan Documents, including taking the following conditions (“Security and Covenant Defeasance”):actions: (a) as soon as practicable after the Issuer date hereof, the Property Owners shall have irrevocably pledged deliver written notice to Mortgagee specifying a date, which shall be on or after the Bond Trustee for the benefit of the Bondholders cash or government bonds accepted by the Bond Trustee Closing Date (the “Release Date”), on which the Defeasance Pledge”) in Amount is to be delivered, such amounts as will be sufficient for the payment of principal (including if applicable premium payable upon exercise of Release Date only to occur on a Call Option) and interest on the Outstanding Bonds to Final Maturity Payment Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between as defined in the PartiesNotes); (b) no Event on or prior to the Release Date (but after the Closing), the Property Owners shall pay all accrued and unpaid interest and all other sums due under the Notes and under the other Loan Documents up to the Release Date, including all costs and expenses incurred by Mortgagee or its agents in connection with such release (including the fees and expenses incurred by attorneys and accountants in connection with the review of Default shall have occurred the proposed Defeasance Collateral (as defined in the Mortgages) and be continuing on the date of establishment preparation of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties;Security Agreement and related documentation); and (c) if on or prior to the Bonds are securedRelease Date (but after the Closing), the Property Owners shall deliver to Mortgagee: (i) 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 Pledge Collateral (the “Defeasance Security Agreement”), which shall provide, among other things, that any excess received by Mortgagee from the Defeasance Collateral over the amounts payable by the Property Owners under the Loan Documents shall be considered refunded to the Property Owners promptly after each Payment Date; (ii) a certificate of the Property Owners certifying that all of the requirements set forth in this Section 7.02 have been satisfied; (iii) an opinion of counsel for the Property Owners in form and substance and delivered by counsel satisfactory to Mortgagee in its sole discretion stating, among other things, that (1) Mortgagee has a perfected first priority security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against the Property Owners in accordance with its terms and (2) that any REMIC Trust formed pursuant to a Securitization (as defined in the Mortgages) will not fail to maintain its status as a replacement "real estate mortgage investment conduit" within the meaning of Section 860D of the security established Code as a result of the Defeasance; (iv) the Property Owners shall deliver evidence in writing from the applicable Rating Agencies (as defined in the Loan Documents) to the effect that the collateral substitution effected as part of the Defeasance will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to the Defeasance Pledgefor any securities issued in connection with the Securitization which are then outstanding; (dv) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer from a firm of independent public accountants acceptable to Mortgagee certifying that the Defeasance Pledge was not made by Collateral is sufficient to provide for payments (A) on or prior to, but as close as possible to, all successive scheduled Payment Dates after the Issuer Release Date through the Maturity Dates (as defined in the Loan Documents), and (B) in amounts equal to or greater than the Monthly Debt Service Payment Amounts (as defined in the Loan Documents) required under the Notes through the Maturity Dates together with the intent of preferring the Bondholders over any other creditors payment in full of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors unpaid principal balance of the Issuer or othersNotes as of the respective Maturity Dates; and (evi) such other certificates, documents or instruments as Mortgagee may reasonably require. The Surviving Entities shall pay all reasonable and customary costs, expenses or fees imposed by the Issuer Lender to effect the Defeasance. Each party hereto agrees to use all commercially reasonable efforts to reasonably cooperate with the Property Owners in their efforts to effect the Defeasance. The ARA Companies and the AII Companies shall have delivered not permit the Property Owners to modify any of the Loan Documents prior to the Bond Trustee any certificate or legal opinion reasonably required by Closing without the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance PledgeGDC Owners’ prior written consent, including any certificate or legal opinion 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 which consent may be granted 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 or any 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 sole discretion.

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 (“Security and Covenant Defeasance”):shall have been satisfied: (ai) the Issuer shall have has irrevocably deposited in trust with the Trustee as trust funds specifically pledged to the Bond Trustee for the benefit as security for, and dedicated solely to, Holders of the Bondholders cash or government bonds accepted by the Bond Trustee (the “Defeasance Pledge”) in Securities of such amounts as will be sufficient series, for the payment of principal (including if applicable premium payable upon exercise the Principal of a Call Option) and interest on the Outstanding Bonds to Final Maturity Date Securities of such series, money or U.S. Government Obligations or a combination thereof sufficient (or redemption upon a exercise unless such funds consist solely of money, in the opinion of a notified Call Optionnationally 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; (ii) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture, the Cable Guarantees or any other amount agreed between material agreement or instrument to which the PartiesIssuer is a party or by which it is bound; (biii) no default or Event of Default with respect to the Securities of such series 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 during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Partiessuch deposit; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (div) the Issuer shall have delivered to the Bond Trustee (1) either (x) a certificate signed by its Chief Executive Officer ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors Holders of the Issuer Securities of such series will not recognize income, gain or with the intent of defeating, hindering, delaying or defrauding any other creditors loss for Federal income tax purposes as a result of the Issuer Issuer’s exercise of its option under this Section 9.02 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred or others(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; and (ev) the Issuer shall have has delivered to the Bond Trustee any certificate or legal opinion reasonably required an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance this Section 9.02 of the conditions 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 9.05 with respect to the Security and Covenant DefeasanceSecurities of such series shall survive until such Securities are no longer outstanding. Thereafter, (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 or any 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 only the Issuer,’s obligations in Sections 5.06 and 9.05 shall survive.

Defeasance. 18.2.1 The When there is in the Debt Service Fund or any other fund created for the purpose of defeasing Bonds, sufficient funds or Government Obligations not subject to redemption in such principal amounts, bearing interest at such rates and with such maturities as will provide sufficient funds to pay or redeem the Outstanding Bonds of a Series in full, as verified in a report of a firm of independent certified public accountants delivered to the Issuer, the Trustee and the Credit Facility Provider for such Series (assuming for these purposes the Maximum Rate for any future Rate Periods for any Variable Rate Bonds), and upon notice to the Credit Facility Providers for such Series of Bonds and following receipt by the Issuer, the Trustee and such Credit Facility Provider of an opinion of counsel, in form and substance satisfactory to the Issuer mayand such Credit Facility Provider, at its option to the effect that the Series of Bonds shall no longer be Outstanding under this Indenture, and at when all the rights hereunder of the Trustee and Paying Agent, all amounts owing to the Trustee and Paying Agent, the Credit Facility Provider for such Series and the Issuer, and all other sums payable by the Issuer hereunder have been provided for, upon written notice from the Issuer to the Trustee, the Trustee shall release this Indenture with respect to such Series of Bonds and the Owners of such Series of Bonds shall cease to be entitled to any time, elect benefit or security under this Indenture except the right to have certain obligations discharged (see Clause 18.2.2) upon complying receive payment of the funds deposited and held for payment and other rights which by their nature cannot be satisfied prior to or simultaneously with the following conditions release hereof, the security interests created by this Indenture with respect to such Series of Bonds (“Security except in such funds and Covenant Defeasance”): (ainvestments) shall terminate, and the Trustee shall execute and deliver such instruments as may be necessary to evidence such release; provided, however, that if any Bonds of such Series are to be redeemed prior to the maturity thereof, the Issuer shall have irrevocably pledged taken all action necessary to redeem such Bonds and notice of such redemption shall have been duly mailed in accordance with this Indenture or irrevocable instructions so to mail shall have been given to the Bond Trustee for and provided, further, however, that if any Bonds of such Series are to be redeemed prior to the benefit of the Bondholders cash or government bonds accepted by the Bond Trustee (the “Defeasance Pledge”) maturity thereof and a Credit Facility is in such amounts as will be sufficient for place to support the payment of principal (including if applicable premium payable upon exercise such Series of a Call Option) Bonds, such redemption shall be effectuated by the Trustee’s drawing on such Credit Facility and interest the funds or Government Obligations on deposit in the Outstanding Bonds to Final Maturity Date (or redemption upon a exercise of a notified Call Option) Debt Service Fund or any other amount agreed between fund created for the Parties; (b) no Event of Default purpose for defeasing Bonds shall be used by the Trustee to reimburse the Credit Facility Provider for such draw. In addition, for Bonds bearing interest in the Daily Mode or the Weekly Mode, the Trustee shall have occurred received written confirmation from each Rating Agency then rating the Bonds to be defeased that the proposed defeasance will not in and be continuing on the date of establishment itself cause a reduction or withdrawal of the Defeasance Pledgerating then in effect on such Bonds. Upon such defeasance, the funds and investments required to pay or insofar redeem the Series of Bonds in full shall be irrevocably set aside for that purpose, subject, however, to Section 11.02 hereof, and monies held for defeasance shall be invested only as Events provided above in this section. Any funds or property held by the Trustee therefor and not required for payment or redemption of Default from bankruptcy the Series of Bonds in full or insolvency events are concernedpayment of other sums payable by the Issuer hereunder shall, at any time during any hardening period applicable after satisfaction of all the rights of the Trustee, be distributed to the Defeasance Pledge Issuer. The Issuer shall cause to be delivered to the Credit Facility Provider of the Series of Bonds to be defeased a copy of any escrow deposit agreement executed in connection with the defeasance of such Series of Bonds hereunder (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge which shall be considered as acceptable in form and substance to the Credit Facility Providers). In the event a replacement forward purchase agreement will be employed in such defeasance, such agreement shall be subject to the approval of the security established Credit Facility Provider and shall be accompanied by such opinions of counsel as may be required by such Credit Facility Provider. The Credit Facility Provider shall be provided with final drafts of the above-referenced documents not less than five (5) Business Days prior to the Defeasance Pledge; effective date of defeasance. Amounts paid by a Credit Facility Provider under the Credit Facility shall not be deemed paid for purposes of this Indenture (d) the Issuer shall have delivered except with regards to the Bond Trustee a certificate signed by its Chief Executive Officer 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 (e) 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, including any certificate or legal opinion 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 or any bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established Bondowners paid in accordance herewith) and the corporate domicile of the Issuer,shall remain Outstanding and continue to be due and owing until paid in accordance with this Indenture.

Defeasance. 18.2.1 The Issuer may, at its option Co-Issuers may terminate all of their obligations under the Indenture and at any time, elect to have certain all obligations discharged of the Guarantor under the G&C Agreement in respect thereof if: (see Clause 18.2.2i) upon complying the Co-Issuers irrevocably deposit in trust with the following conditions Trustee or at the option of the Trustee, with a trustee reasonably satisfactory to the Servicer, the Trustee and the Co-Issuers under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, U.S. dollars or Government Securities (“or any combination thereof) in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay (without consideration of any reinvestment), when due, principal, Prepayment Premium, if any, and interest on the Notes to prepayment, redemption or maturity, as the case may be, and to pay all other sums payable by them hereunder and under each other Indenture Document and Series Hedge Agreement; provided, however, the terms of each Government Security deposited in trust shall provide for the scheduled payment of all principal and Covenant Defeasance”): interest thereon not later than the Business Day prior to the prepayment date, redemption date or maturity date, as applicable; and provided, further, that if (ax) if the deposit is held by a trustee of an irrevocable trust other than Trustee, such trustee shall have been irrevocably instructed by the Co-Issuers to pay such money or the proceeds of such Government Securities to the Trustee on or prior to the prepayment date, redemption date or maturity date, as applicable and (y) the Issuer Trustee shall have been irrevocably pledged to the Bond Trustee for the benefit of the Bondholders cash or government bonds accepted instructed by the Bond Trustee (Co-Issuers to apply such money or the “Defeasance Pledge”) in proceeds of such amounts as will be sufficient for Government Securities to the payment of principal (including if applicable premium payable upon exercise of a Call Option) and interest on with respect to the Outstanding Bonds to Final Maturity Date (or redemption upon a exercise of a notified Call Option) or any Notes and such other amount agreed between the Partiesobligations; (bii) no Event of Default shall all commitments under all Variable Funding Note Purchase Agreements and all Series Hedge Agreements 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 during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer 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 othersbeen terminated; and (eiii) the Issuer shall have Co-Issuers deliver notice of prepayment, redemption or maturity of the Notes in full to the Noteholders of Outstanding Notes, the Manager, the Trustee, the Control Party, the Controlling Class Representative, the Back-Up Manager and the Rating Agencies, which notice is expressly stated to be, or has become as of the prepayment date, redemption date or maturity date, as applicable, irrevocable, and the date of prepayment, redemption or maturity as specified in such notice when delivered was not longer than twenty (20) Business Days after the date of such notice; (iv) the Co-Issuers deliver notice of such deposit to the Control Party, the Manager, the Back Up Manager and the Rating Agencies on or before the date of the deposit; and (v) an Opinion of Counsel is delivered to the Bond Trustee any certificate or legal opinion reasonably required by and the Bond Trustee regarding Servicer to the Security effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on the G&C Agreement shall cease to be of further effect; except that (i) the compliance rights and obligations of the conditions of Trustee hereunder, including, without limitation, the Security Trustee's rights to compensation and Covenant Defeasanceindemnity under Section 10.5, and the Guarantor's guaranty thereof, (ii) that the Defeasance Pledge constitutes a validTrustee's and the Paying Agent's obligations under Section 12.2 and Section 12.3, perfected (iii) the Noteholders' and enforceable security in favour the Trustee's obligations under Section 14.13, (iv) this Section 12.1(b) and (v) the Noteholders' rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a) shall survive. The Trustee, on demand of the Bond Trustee for the benefit Securitization Entities, shall execute proper instruments acknowledging confirmation of the Bondholders which will not be subject to any rights of creditors of the Issuer or any bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally and discharge under the laws of the jurisdiction where the Defeasance Pledge was established Indenture and the corporate domicile of the Issuer,G&C 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 On the date during the Amortization Period that the following conditions (“Security and Covenant Defeasance”): (a) the Issuer shall have irrevocably pledged been satisfied: (i) an amount shall have been deposited (x) in the Defeasance Funding Account equal to the Bond Trustee for the benefit sum of the Bondholders cash Class A Outstanding Principal Amount, the Class B Outstanding Principal Amount and the CTO Outstanding Principal Amount, which amount shall be invested in Cash Equivalents and (y) in the Defeasance Reserve Account equal to or government bonds accepted greater than the excess of the sum of the Class A Monthly Interest, the Class B Monthly Interest and the estimated CTO Monthly Interest over the estimated amount of investment earnings on amounts in the Defeasance Funding Account, as estimated by the Bond Trustee (Transferor, for each of the “Defeasance Pledge”) in such amounts as will be sufficient for Interest Accrual Periods during the payment of principal (including if applicable premium payable upon exercise of a Call Option) and interest on the Outstanding Bonds to Final Maturity Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (b) 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 during any hardening period applicable deposit to the Defeasance Pledge Funding Account through the CTO Expected Final Payment Date (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; "Required Defeasance Reserve Account Amount"); (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (dii) the Issuer Transferor shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer an Opinion of Counsel to the effect that such deposit and termination of obligations will not result in the Trust being required to register as an "investment company" within the meaning of the Investment Company Act and an Opinion of Counsel to the effect that following such deposit none of the Trust, the Defeasance Pledge was not made by Reserve Account or the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer Defeasance Funding Account will be deemed to be an association (or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or otherspublicly traded partnership) taxable as a corporation; and (eiii) the Issuer Transferor shall have delivered to the Bond 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 a Pay Out Event or any certificate event that, with the giving of notice or legal opinion reasonably required by the Bond Trustee regarding lapse of time, would cause a Pay Out Event to occur; and (iv) the Security and Covenant Defeasance or Defeasance PledgeRating Agency Condition shall have been satisfied; then, including any certificate or legal opinion on the Series 1998-1 Securities will no longer be entitled to the security interest of the Trust in the Receivables and, except those set forth in clause (i) above, other Trust assets ("Defeasance"), the compliance percentages applicable to the allocation to the Series 1998-1 Securityholders of Principal Collections, Finance Charge Collections, unpaid Adjustment Payments and Default Amounts shall be reduced to zero and the Monthly Servicing Fee shall be reduced to zero; provided, however, that no such Defeasance shall occur for so long as any Class A Charge-Offs, Class B Charge-Offs or CTO Charge-Offs exist. Upon the satisfaction of the conditions of foregoing conditions, 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 Class D Invested Amount shall be subject reduced to any rights of creditors of the Issuer or any 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,zero.

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 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 Date (or redemption upon a an exercise of a notified Call Option) or any other amount agreed between the Parties; (b) 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 during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer 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 (e) 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, including any certificate or legal opinion 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 or any 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 mayindenture will permit us to terminate all our respective obligations under the indenture as they relate to any particular series of debt securities, at its option other than the obligation to pay interest, if any, on 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 principal of the Bondholders cash or government bonds accepted by the Bond Trustee (the “Defeasance Pledge”) in debt securities of such amounts as will be sufficient for the payment of principal (including if applicable premium payable upon exercise of a Call Option) series and interest on the Outstanding Bonds to Final Maturity Date (or redemption upon a exercise of a notified Call Option) or any certain other amount agreed between the Parties; (b) 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 concernedobligations, at any time during any hardening period applicable by: ∎ depositing in trust with the trustee, under an irrevocable trust agreement, money or government obligations in an amount sufficient to pay principal of and interest, if any, on the debt securities of such series to their maturity or redemption; and ∎ complying with other conditions, including delivery to the Defeasance Pledge (trustee of an opinion of counsel to the effect that holders will not recognize income, gain or the relevant period loss for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered federal income tax purposes as a replacement result of the security established prior to the Defeasance Pledge; (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer that the Defeasance Pledge was not made by the Issuer with the intent our exercise 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 (e) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required by the Bond Trustee regarding the Security such right and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion 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 federal income tax on the same amount and in the same manner and at the same times as would have been the case otherwise. The indenture will also permit us to terminate all of our respective obligations under the indenture as they relate to any particular series of debt securities, including the obligations to pay interest, if any, on and the principal of the debt securities of such series and certain other obligations, at any time by: ∎ depositing in trust with the trustee, under an irrevocable trust agreement, money or government obligations in an amount sufficient to pay principal and interest, if any, on the debt securities of such series to their maturity or redemption; and ∎ complying with other conditions, including delivery to the trustee of an opinion of counsel to the effect that (A) we have received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date such series of debt securities were originally issued, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall state that, holders will not recognize income, gain or loss for federal income tax purposes as a result of our exercise of such right and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case otherwise. In addition, the indenture will permit us to terminate substantially all our respective obligations under the indenture as they relate to a particular series of debt securities by depositing with the trustee money or government obligations sufficient to pay all principal and interest on such series at its maturity or redemption date if the debt securities of such series will become due and payable at maturity within one year or are to be called for redemption within one year of the deposit. A holder will be able to transfer or exchange debt securities only in accordance with the indenture. The registrar may require a holder, among other things, to furnish appropriate endorsements and transfer documents, and to pay any taxes and fees required by law or permitted by the indenture. The indenture will contain limitations on the rights of creditors the trustee, should it become our creditor, to obtain payment of claims in specified cases or to realize on property received in respect of any such claim as security or otherwise. The indenture will permit the trustee to engage in other transactions; however, if it acquires any conflicting interest, it must eliminate such conflict or resign. The indenture will provide that in case an event of default occurs and is not cured, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in similar circumstances in the conduct of such person’s own affairs. The trustee shall be under no obligation to exercise any of the Issuer rights or powers vested in it by the indenture at the request or direction of any bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where holders pursuant to the Defeasance Pledge was established indenture, unless such holders shall have offered to the trustee security or indemnity satisfactory to the trustee against the costs, expenses and the corporate domicile of the Issuer,liabilities which might be incurred by it in compliance with such request or direction.

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 (“Security and Covenant Defeasance”):shall have been satisfied: (ai) the Issuer shall have has irrevocably deposited in trust with the Trustee as trust funds specifically pledged to the Bond Trustee for the benefit as security for, and dedicated solely to, Holders of the Bondholders cash or government bonds accepted by the Bond Trustee (the “Defeasance Pledge”) in Securities of such amounts as will be sufficient series, for the payment of principal (including if applicable premium payable upon exercise the Principal of a Call Option) and interest on the Outstanding Bonds to Final Maturity Date Securities of such series, money or U.S. Government Obligations or a combination thereof sufficient (or redemption upon a exercise unless such funds consist solely of money, in the opinion of a notified Call Optionnationally 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; (ii) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other amount agreed between material agreement or instrument to which the PartiesIssuer is a party or by which it is bound; (biii) no default or Event of Default with respect to the Securities of such series 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 during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Partiessuch deposit; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (div) the Issuer shall have delivered to the Bond Trustee either (x) a certificate signed ruling directed to the Trustee received from or a ruling published by its Chief Executive Officer the Internal Revenue Service to the effect that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors Holders of the Issuer Securities of such series will not recognize income, gain or with the intent of defeating, hindering, delaying or defrauding any other creditors loss for federal income tax purposes as a result of the Issuer Issuer’s exercise of its option under this Section 9.02 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred or others(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 (ev) the Issuer shall have has delivered to the Bond Trustee any certificate or legal opinion reasonably required an Officer’s Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance this Section 9.02 of the conditions 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 9.05 with respect to the Security and Covenant DefeasanceSecurities of such series shall survive until such Securities are no longer outstanding. Thereafter, (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 or any 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 only the Issuer,’s obligations in Sections 5.06 and 9.05 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 (“Security and Covenant Defeasance”): (a) On any date after the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit expiration of the Bondholders cash or government 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 Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (b) Lockout Period, provided no Event of Default shall have occurred is then continuing and be continuing subject to the notice requirement described in Section 2.1(c), Borrower may obtain the release of the Collateral (other than the Defeasance Collateral) from the liens created by the Loan Documents upon the payment to Lender of all sums then due under the Loan Documents and the delivery of the following to Lender: (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 to make all payments of interest and principal due hereunder (including the then outstanding Principal Indebtedness on the first Payment Date in the Prepayment Period or such other date during the Prepayment Period as Borrower shall specify), taking into account any income tax payable on any net annual income of establishment of Borrower or the Defeasance PledgeBorrower, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Partiesapplicable; (cii) if written confirmation from an independent certified public accounting firm reasonably satisfactory to Lender that such Defeasance Collateral is sufficient to provide the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledgepayments described in clause (i) above; (diii) the Issuer shall have delivered a security agreement, in form and substance reasonably satisfactory to the Bond Trustee Lender, creating in favor of Lender a certificate signed by its Chief Executive Officer that the first priority perfected security interest in such Defeasance Collateral (a “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; andAgreement”); (eiv) the Issuer shall have an opinion of counsel for Borrower, in form and substance reasonably satisfactory to Lender and delivered by counsel reasonably satisfactory to the Bond Trustee any certificate or legal opinion reasonably required by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance PledgeLender, including any certificate or legal opinion on opining (i) the compliance of the conditions of the Security and Covenant Defeasance, (ii1) that the Defeasance Pledge constitutes Agreement has been duly authorized and is enforceable against Borrower in accordance with its terms and that Lender has a valid, perfected first priority security interest in such Defeasance Collateral; and enforceable security in favour (2) that the Defeasance does not constitute a “significant modification” of the Bond Trustee for the benefit Loan under Section 1001 of the Bondholders which will not Code or cause a tax to be subject imposed on the Securitization Vehicle; (v) Rating Confirmation with respect to such Defeasance; (vi) instruments reasonably satisfactory to Lender releasing and discharging or assigning to a third party Lender’s Liens on the Collateral (other than the Defeasance Collateral); (vii) such other certificates, opinions, documents or instruments as Lender and the Rating Agencies may reasonably request; and (viii) reimbursement for any rights costs and expenses incurred by Lender in connection with this Section 2.1 (including Rating Agency and Servicer fees and expenses, reasonable fees and expenses of creditors of the Issuer legal counsel and any revenue, documentary stamp or intangible taxes or any bankruptcyother tax or charge due in connection herewith). Lender shall reasonably cooperate with Borrower to avoid the incurrence of mortgage recording taxes in connection with a Defeasance, insolvency, reorganization or similar laws affecting creditors which cooperation may include assigning the Note to a refinancing lender in consideration of receipt of a new defeasance note and rights generally under the laws of the jurisdiction where the Defeasance Pledge was established Agreement. (b) At the time of Defeasance, Borrower shall transfer and assign all of its interest in the Property to a third party, unless the Loan is assumed by a bankruptcy-remote entity satisfactory to Lender and the corporate domicile Rating Agencies to which Borrower shall transfer all of the Issuer,Defeasance Collateral (a “Defeasance Borrower”) and such Defeasance Borrower shall have executed and delivered to Lender an assumption agreement in form and substance reasonably satisfactory to Lender, such Uniform Commercial Code financing statements as may be reasonably requested by Lender and legal opinions of counsel reasonably acceptable to Lender which are substantially equivalent to the opinions delivered to Lender on the Closing Date, including new nonconsolidation opinions reasonably satisfactory to Lender and satisfactory to the Rating Agencies; and Borrower and the Defeasance Borrower shall have delivered such other documents, certificates and legal opinions as Lender shall reasonably request, in which event Borrower shall be completely released and relieved of all of its obligations under the Loan Documents except those obligations which by their terms survive the repayment of the Loan. (c) Borrower must give Lender at least 30 days’ prior written notice of any Defeasance under this Section 2.1, specifying the date on which the Defeasance is expected to occur. (d) Upon satisfaction of the 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 be necessary to release the Property from the Liens of the Loan Documents.

Defeasance. 18.2.1 The Issuer mayPrior to the Anticipated Repayment Date, at its option and the Borrowers may defease the Loan at any time, elect in whole or, from time to have certain obligations discharged (see Clause 18.2.2) upon complying time, in part, as of the last day of an Interest Accrual Period, in accordance with the following conditions (“Security and Covenant Defeasance”):provisions: (aA) the Issuer Lender shall have irrevocably pledged received from the Borrowers not less than thirty (30) days' prior written notice specifying the date proposed for such defeasance and the amount which is to be defeased, which proposed date shall be a Payment Date. (B) The Borrowers shall also pay to Lender all interest due through and including the last day of the Interest Accrual Period applicable to the Bond Trustee for Payment Date on which such defeasance is being made, together with any and all other amounts due and owing pursuant to the benefit terms of the Bondholders cash or government bonds accepted by the Bond Trustee (the “Defeasance Pledge”) Loan Documents, including, without limitation, any costs incurred in such amounts as will be sufficient for the payment of principal (including if applicable premium payable upon exercise of connection with a Call Option) and interest on the Outstanding Bonds to Final Maturity Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties;defeasance. (bC) no No Event of Default shall have occurred and be continuing on unless, in connection with such defeasance, the date Release of establishment one or more Properties which are the subject of the Defeasance Pledge, or insofar as Events a proposed defeasance will cure such Event of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties;Default. (cD) if the Bonds are secured, the Defeasance Pledge The Borrowers shall be considered as a replacement of the security established prior to the Defeasance Pledge; (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer 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 (e) 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, including any certificate or legal opinion on (i) deliver Federal Obligations sufficient to make the compliance of the conditions of the Security and Covenant Defeasance, Scheduled Defeasance Payments to Lender (ii) deliver to Lender (1) a security agreement, in form and substance reasonably satisfactory to Lender, creating a first priority lien on the Federal Obligations purchased by Borrowers in accordance with the terms of this Section 11.3 (the "SECURITY AGREEMENT"); (2) deliver to Lender an Officer's Certificate certifying that the Defeasance Pledge constitutes requirements set forth in this Section 11.3 have been satisfied; (3) deliver to Lender an opinion of counsel for the Borrowers in form and substance reasonably satisfactory to Lender stating, among other things, that Lender has a valid, first priority perfected and enforceable security interest in favour the Federal Obligations; (4) if only a portion of the Bond Trustee Loan is being defeased, the Borrowers shall execute and deliver all necessary documents to split the Note into two substitute notes, one having a principal balance equal to the defeased portion of the Note (the "DEFEASED NOTE") and one note having a principal balance equal to the undefeased portion of the Note (the "UNDEFEASED NOTE"), the amortization schedule for which notes shall be calculated to fully amortize the respective principal balances of each on a twenty-five (25) year schedule (commencing on the Closing Date) and with a balloon payment on the Defeased Note due on the Anticipated Repayment Date; (5) deliver to Lender a certificate, in form and substance reasonably satisfactory to Lender from an independent certified public accountant confirming that the requirements of this Section 11.3 have been satisfied; and (6) deliver to Lender such other certificates, documents, opinions or instruments as Lender may reasonably request. The Borrowers, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the Federal Obligations shall be made directly to Lender and applied to satisfy the obligations of the Borrowers under the Defeased Note. The Defeased Note and the Undefeased Note shall have identical terms as the Note, except for the benefit principal balance, payment amounts and amortization schedules and with a balloon payment on the Defeased Note due on the Anticipated Repayment Date which shall be appropriately adjusted to reflect the defeasance. A Defeased Note cannot be the subject of a further defeasance. (E) Lender shall have received a Rating Confirmation. (F) If the Borrowers defease the Loan in whole and will continue to own any assets other than the Federal Obligations delivered to Lender, the Borrowers shall establish or designate a special-purpose bankruptcy-remote successor entity reasonably acceptable to Lender (the "SUCCESSOR BORROWERS"), with respect to which a substantive nonconsolidation opinion satisfactory to Lender has been delivered to Lender and the Borrowers shall transfer and assign to the Successor Borrowers all obligations, rights and duties under the Note and the Security Agreement, together with the pledged Federal Obligations. The Successor Borrowers shall assume the obligations of the Bondholders which will not be subject to any rights of creditors of the Issuer or any bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally Borrowers under the laws of the jurisdiction where the Defeasance Pledge was established Note and the corporate domicile Security Agreement and the Borrowers shall be relieved of its obligations hereunder and thereunder. The Borrowers shall pay Ten and No/100 Dollars ($10.00) to the Issuer,Successor Borrowers as consideration for assuming such Borrowers obligations.

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) When the principal of, redemption premium, if any, and interest on all Bonds issued hereunder shall 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 the Lessee 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 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 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, 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 the Trustee shall have received an opinion of Bond Counsel to the effect that such deposit will not affect the exclusion of the interest on any of the Bonds from the gross income of the recipients thereof for federal income tax purposes (e.g. by causing any of the Bonds to be classified as an "arbitrage bond" within the meaning of Section 148 of the Code), and provided further, 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 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 Lessee 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 the benefit of the Bondholders cash or government bonds accepted by the Bond Trustee (the “Defeasance Pledge”) any purpose other than, and shall be segregated and held in such amounts as will be sufficient for trust for, the payment of the principal of, redemption premium, if any, Purchase Price (including if applicable premium payable upon exercise of a Call Optionapplicable) and interest on the Outstanding Bonds with respect to Final Maturity Date (which such deposit has been made. In the event that such moneys or obligations are to be applied to the payment of principal of, or redemption upon premium, if any, on any Bonds more than sixty (60) days following the deposit thereof with the Trustee, the Trustee shall mail a exercise notice stating that such moneys or obligations have been deposited and identifying the Bonds for the payment of a notified Call Option) which such moneys or any other amount agreed between the Parties; (b) no Event obligations are being held to all owners of Default shall have occurred and be continuing such Bonds at their addresses shown 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 during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge;Bond Register. (d) the Issuer shall have delivered Anything in Article XIV to the Bond Trustee a certificate signed by its Chief Executive Officer that the Defeasance Pledge was not made by the Issuer contrary notwithstanding, if moneys or Governmental Obligations have been deposited or set aside with the intent of preferring Trustee pursuant to this Article for the Bondholders over any other creditors payment of the Issuer principal of, redemption premium, if any, Purchase Price (if applicable) and interest on the Bonds, and such moneys or with Governmental Obligations do not constitute Available Moneys, no amendment to the intent provisions of defeating, hindering, delaying or defrauding any other creditors this Article shall be made without the consent of the Issuer or others; andowner of each of the Bonds affected thereby. (e) Notwithstanding the Issuer shall have delivered foregoing, those provisions relating to the Bond Trustee purchase of Bonds upon the demand of any certificate Bondholders, the maturity of Bonds, interest payments and dates thereof, and the dates, premiums and notice requirements for optional and mandatory redemption or legal opinion reasonably required by 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 Lessee or the Credit Facility Issuer from the Bond Trustee regarding Fund and the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance duties of the conditions Trustee in connection with all of the Security foregoing and Covenant Defeasancethe fees, (ii) that the Defeasance Pledge constitutes a valid, perfected expenses and enforceable security in favour indemnities of the Bond Trustee for Trustee, shall remain in effect and shall be binding upon the benefit Trustee, the Issuer, the Lessee and the Bondholders notwithstanding the release and discharge of the Bondholders which will not be subject to any rights lien of creditors of the Issuer or any 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,this 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) 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 all amounts due to the Trustee and all other sums payable hereunder by the Issuer, and all obligations owed to the Credit Facility Issuer have been paid and the Credit Facility has been returned to the Credit Facility Issuer for cancellation, the right, title and interest of the Trustee in the Agreement, the Note and the moneys payable thereunder shall thereupon cease and the Trustee, on 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 Company all balances then held by it hereunder; provided, however, that notwithstanding any other provision in this Indenture, any money in the Credit Facility Account shall be paid solely to the Credit Facility Issuer and not to the Company. 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 Bond Registrar, 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 Bond Fund, in trust and irrevocably set aside exclusively for such payment, (i) moneys sufficient to make such payment and any payment of the purchase price of Bonds pursuant to Section 5.01 and/or (ii) Governmental Obligations (but only of the type set forth in subdivision (a) of the definition thereof unless the Credit Facility Issuer and the Bond Insurer consent in writing to investments of the type set forth in subdivisions (b) and (c) of the definition thereof) maturing as to principal and interest in such amounts and at such times as will provide sufficient moneys (without consideration of any investment earnings thereof) to make such payment and any payment of the purchase price of Bonds pursuant to Section 5.01, 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 payment and any payment of the purchase price of Bonds pursuant to Section 5.01 shall be made only from proceeds of the Credit Facility deposited directly into the Credit Facility Account or the Credit Facility Proceeds Account, as applicable, or the Company shall have caused to be delivered to the Trustee both a certification as to whether the Bonds are then rated and an opinion of Bankruptcy Counsel which opinion, if the Bonds are then rated, shall be satisfactory to the Rating Agency, that any such payment and the payment of the purchase price of any Bonds pursuant to Section 5.01 will not be considered an avoidable “preferential transfer” by the Company or the Issuer under Section 547 of the United States Bankruptcy Code or any other applicable state or federal bankruptcy law, in the event of the occurrence of an Event of Bankruptcy. 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 (A) the Bonds mature on the last day of the current Rate Period and no Bonds are required to be purchased upon demand of the owners pursuant to Section 5.01(a) or subject to mandatory purchase pursuant to Section 5.01(b) between the date of such deposit and the Maturity Date of the Bonds, or (B) the Bonds may be redeemed on or before the last day of the then current Rate Period and provision has been irrevocably made for such redemption on or before such date and no Bonds are required to be purchased upon demand of the owners pursuant to Section 5.01(a) or subject to mandatory purchase pursuant to Section 5.01(b) between the date of such deposit and the redemption date of the Bonds, or (C) the Trustee has received (i) a certificate from a firm of independent certified public accountants to the effect that the amounts deposited are sufficient, without the need to reinvest any principal or interest, to make all payments that might become due on the Bonds (a copy of such certificate to be forwarded to the Rating Agency) and (ii) the Trustee shall thereafter have received a written confirmation from the Rating Agency that such action would not result in (x) a permanent withdrawal of its rating on the Bonds or (y) a reduction in the then current rating on the Bonds; provided that notwithstanding any other provision of this Indenture, any Bonds purchased pursuant to Section 5.01 after such a deposit 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 IX or the Issuer shall have irrevocably pledged given the Trustee, in form satisfactory to the Bond Trustee, irrevocable instructions to give, in the manner and at the times prescribed by Article IX, 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 or government bonds accepted by redemption price of and interest on the Bond Bonds with respect to which such deposit has been made. In the event that such moneys or obligations are to be applied to the payment of principal or redemption price of any Bonds more than sixty (60) days following the deposit thereof with the Trustee, the Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient shall mail a notice to all owners of Bonds for the payment of principal (including if applicable premium payable upon exercise which such moneys or obligations are being held, to their registered addresses, stating that moneys or obligations have been deposited with the Trustee and identifying the Bonds for the payment of which such moneys or obligations are being held and shall also mail a Call Option) and interest on copy of that notice to the Outstanding Bonds to Final Maturity Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between Rating Agency; provided, however, that the Parties; (b) no Event of Default Trustee shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, no liability or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable obligation to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties;Rating Agency if it shall fail to give such organization such notice. (c) Anything in Article XVI to the contrary notwithstanding, if moneys or Governmental Obligations have been deposited or set aside with the Trustee pursuant to this Article for the payment of the principal or redemption price of the Bonds are securedand the interest thereon and the principal or redemption price of such Bonds and the interest 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 owner of each of the Bonds affected thereby. Notwithstanding the foregoing, those provisions relating to the purchase of Bonds, the Defeasance Pledge maturity of Bonds, the Depository and the Book-Entry System interest payments and dates thereof, drawings upon the Credit Facility, if any, 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 Rebate Fund and arbitrage matters under Section 148(f) of the Code, the holding of moneys in trust, and repayments to the Credit Facility Issuer or the Company 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 considered as a replacement binding upon the Trustee, the Issuer, the Company and the Bondholders notwithstanding the release and discharge of the security established prior to the Defeasance Pledge; lien of this Indenture. (dEnd of Article XVI) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer 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 (e) 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, including any certificate or legal opinion 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 or any 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,100

Defeasance. 18.2.1 The Issuer may(A) If the Authority shall pay or cause to be paid, or there shall otherwise be paid, to the holders of all Bonds the principal or Redemption Price, if applicable, interest and all other amounts due or to become due thereon or in respect thereof, at its option the times and at in the manner stipulated therein and in this Indenture, and if all the fees, expenses and liabilities of the Trustee shall have been paid or provided for, then the pledge of any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying revenues or receipts from or in connection with the following conditions Financing Documents or the Project under this Indenture and the estate and rights hereby granted, and all covenants, agreements and other obligations of the Authority to the Bondholders hereunder shall thereupon cease, terminate and become void and be discharged and satisfied and such Bonds shall thereupon cease to be entitled to any lien, benefit or security hereunder, except as to moneys or securities held by the Trustee or the Paying Agents as provided below in this subsection. At the time of such cessation, termination, discharge and satisfaction, (“1) the Trustee shall cancel and discharge the lien of this Indenture and of the Mortgage and the Security Agreement and Covenant Defeasance”): execute and deliver to the Borrower all such instruments as may be appropriate to satisfy such liens and to evidence such discharge and satisfaction, and (2) the Trustee, the Authority and the Paying Agents shall pay over or deliver to the Borrower or on its order all moneys or securities held by them pursuant to the Indenture which are not required (a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Bondholders cash or government bonds accepted by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal or Redemption Price, if applicable, or interest on Bonds not theretofore surrendered for such payment or redemption, or (including if applicable premium payable upon exercise b) for the payment of a Call Optionall such other amounts due or to become due under the Financing Documents. (B) Bonds or interest installments for the payment or redemption of which moneys (or Federal Securities, the principal of and interest on which when due, together with the Outstanding moneys, if any, set aside at the same time, will provide funds sufficient without reinvestment for such payment or redemption) shall then be set aside and held in trust by the Trustee or Paying Agents, 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 subsection (A) of this Section, if (a) in case any such Bonds are to Final Maturity Date (be redeemed prior to the maturity thereof, all action necessary to redeem such Bonds shall have been taken and notice of such redemption shall have been duly given or redemption upon a exercise provision satisfactory to the Trustee shall have been made for the giving of a notified Call Option) or any other amount agreed between the Parties; such notice, and (b) no Event if the maturity or redemption date of Default any such Bond shall not then have arrived, provision shall have occurred been made by deposit with the Trustee or other methods satisfactory to the Trustee for the payment to the holders of any such Bonds upon surrender thereof, whether or not prior to the maturity or redemption date thereof, of the full amount to which they would be entitled by way of principal or Redemption Price and be continuing on interest and all other amounts then due under the Financing Documents to the date of establishment such maturity or redemption, and provision satisfactory to the Trustee shall have been made for the mailing of a notice to, the holders of such Bonds that such moneys are so available for such payment. Notwithstanding the foregoing, so long as the Original Purchaser is the owner of all of the Defeasance PledgeInitial Bonds Outstanding, or insofar as Events no defeasance of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Initial Bonds are secured, the Defeasance Pledge shall be considered as a replacement effected in accordance with this subsection (B) without the prior written consent of the security established prior to the Defeasance Pledge; (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer that the Defeasance Pledge was not made Original Purchaser, which consent may be granted or withheld by the Issuer Original Purchaser in its sole discretion and, if granted, may be conditioned upon such further provision with respect thereto as 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 (e) the Issuer Original Purchaser 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, including any certificate or legal opinion 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 or any 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,require.

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 (“Security Trust, execute and Covenant Defeasance”): (a) the Issuer shall have irrevocably pledged 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 bonds accepted 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 (including 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 premium 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 Call Optiondeposit 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 Final 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 upon a exercise of a notified Call Option) or any other amount agreed between would not be reinvested by the Parties;Fiduciary. (bF) no Event Anything in this Trust Agreement to the contrary notwithstanding (but subject to applicable escheat law) any moneys held by a Fiduciary in trust for the payment and discharge of Default 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, upon written direction from the Trust, be paid to the Trust as its absolute property and free from trust, and such Fiduciary shall have occurred thereupon be released and discharged with respect thereto and the Owners shall look only to the Trust for the payment of such Bonds, provided that before being required to make any such payment to the Trust, such Fiduciary shall, at the expense of the Trust, cause to be continuing on published at least twice, at an interval of not less than seven days between publications, in 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, or insofar as Events balance of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable such moneys then unclaimed will be returned promptly to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer 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 (e) 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, including any certificate or legal opinion 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 or any 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,Trust.

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 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 Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (b) 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 during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security Security established prior to the Defeasance Pledge; (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer 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 (e) 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, including any certificate or legal opinion 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 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 or any 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 guarantor(s) shall be discharged from their obligations under the guarantee(s), and the guarantee(s) shall cease to have any legal effect, or as otherwise agreed; (d) any Security 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, or as otherwise agreed; and (e) 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 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) If and when any Outstanding Obligation or portion thereof shall be paid and discharged in any one or more of the Issuer following ways: (1) By paying or causing to be paid the principal and interest represented by such Obligations Outstanding, as and when the same become due and payable; (2) By depositing with a Depository Trustee, in trust for such purpose, at or before the payment date therefor, money which, together with the amounts then on deposit in the Payment Fund is fully sufficient to pay or cause to be paid all principal and interest due represented by such Obligations Outstanding; or (3) By depositing with a Depository Trustee, in trust for such purpose, Defeasance Obligations which are noncallable in such amount as shall have irrevocably pledged be certified to the Bond Trustee and the City in a report by an independent firm of nationally recognized certified public accountants acceptable to the City, as being fully sufficient, together with the interest to accrue thereon and moneys then on deposit in the Payment Fund together with the interest to accrue thereon, to pay and discharge or cause to be paid and discharged all principal and interest represented by such Obligations at their respective payment dates, which deposit may be made in accordance with the provisions of Section 7 of the Purchase Agreement; notwithstanding that any Obligations shall not have been surrendered for payment, all obligations of the Trustee and the City with respect to such Outstanding Obligations shall cease and terminate, except only the obligation of the Trustee to pay or cause to be paid, from funds deposited pursuant to subsections (2) or (3) of this Subsection and paid to the Trustee by the Depository Trustee, to the Owners of the Obligations not so surrendered and paid all sums due with respect thereto, and in the event of deposits pursuant to subsections (2) or (3) of this Subsection, the Obligations shall continue to represent direct and proportionate interests of the Owners thereof in such funds. (b) Any funds held by the Trustee, at the time of one of the events described in paragraph (a) of this Section, which are not required for the benefit of the Bondholders cash payment to be made to Owners or government 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 Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between amounts due and payable by the Parties; (b) no Event of Default City hereunder or under the Purchase Agreement, 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 during any hardening period applicable paid over to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties;City. (c) Any Obligation or portion thereof in Authorized Denominations may be paid and discharged as provided in this Section; provided, however, that if the Bonds are securedObligations will not be payable within sixty (60) days of the deposit referred to in subsections (2) or (3) of this Section, the Defeasance Pledge Trustee shall be considered as a replacement give notice of the security established prior such deposit by first class mail to the Defeasance Pledge;Owners. (d) No Obligation may be provided for as described in this Section if, as a result thereof, or of any other action in connection with which the Issuer shall have delivered provisions for payment of such Obligation is made, the interest payable on any Obligation is thereby made includable in gross income for federal income tax purposes. The Trustee, the Depository Trustee, and the City may rely upon a Special Counsel’s Opinion to the Bond Trustee a certificate signed by its Chief Executive Officer effect that the Defeasance Pledge was not made by the Issuer with the intent provisions 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 (e) 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, including any certificate or legal opinion 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 this Subsection will not be subject to breached by so providing for the payment of any rights of creditors of the Issuer or any 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,Obligations.

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 At any time prior to the Bond Trustee for the benefit last day of the Bondholders cash or government bonds accepted 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”) in such amounts as will be sufficient ), 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 payment of principal 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 any of its capacities), Servicing Fees, Other Servicing Fees and any other amounts 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 applicable premium payable upon exercise any, through the Defeasance Payment Date for each Series of a Call Option) and interest Notes (including payment in full of the principal of the Notes on the Outstanding Bonds to Final Maturity Date related Defeasance Payment Date); provided, that (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (bi) 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 Date (and, if the Defeasance Date is not a Payment Date, the interest that would have accrued to but not including the next Payment Date), (b) 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 Payments; and (iii) a notice shall have been delivered to the [***]. In addition, the Issuer shall deliver to the Servicer on behalf of the Defeasance PledgeIndenture Trustee (1) a security agreement granting the Indenture Trustee on behalf of the Secured Parties a first priority perfected security interest in the U.S. government securities so delivered by the Issuer, or insofar (2) an Opinion of Counsel as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable 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 Date (or if the relevant period 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 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 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 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 (acting at the prior written direction of the Servicer), with respect to which a substantive non-Norwegian companiesconsolidation 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) or any other date agreed between has been delivered to the Parties;Indenture Trustee and to transfer to that entity the pledged U.S. government securities. The new entity shall assume the obligations of the Issuer 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 If the Bonds are secured, Issuer satisfies the Defeasance Pledge shall be considered as a replacement requirements of Section 2.11(a) to defease the security established prior Notes and delivers to the Defeasance Pledge; (d) the Issuer shall have delivered to the Bond Indenture Trustee a certificate signed by its Chief Executive Officer 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 and an Opinion of Counsel in compliance with Section 15.01, the intent of defeatingIndenture Trustee shall promptly execute, hindering, delaying or defrauding any other creditors acknowledge and deliver to the Obligors a release of the Issuer or others; and (e) Collateral under the Issuer shall have delivered applicable Transaction Documents in recordable form to the Bond Trustee any certificate or legal opinion reasonably required by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance of the conditions of the Security and Covenant Defeasance, (ii) extent applicable for such release; provided that the Defeasance Pledge constitutes a validObligors shall, perfected at their sole expense, prepare any and enforceable security in favour all documents and instruments necessary to effect such release, all of the Bond Trustee for the benefit of the Bondholders which will not shall be subject to any rights of creditors the reasonable approval of the Issuer or any bankruptcyIndenture Trustee, insolvencyand the Obligors shall pay all costs reasonably incurred by the Indenture Trustee (including reasonable attorneys’ fees and disbursements) in connection with the review, reorganization or similar laws affecting creditors rights generally under the laws execution and delivery of the jurisdiction where the Defeasance Pledge was established documents and the corporate domicile of the Issuer,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 (“Security and Covenant Defeasance”):); (a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Bondholders cash or government bonds obligations 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 Date (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 reasonable acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (hereunder US federal or Norwegian, 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 during any hardening in the period applicable to ending on the Defeasance Pledge (or 181st day after the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of establishment of the security established prior to 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 articles of association or other corporate documents governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer 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; (ef) 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 or from its Chief Executive Officer and a legal opinion on from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that the Defeasance Pledge (i) the compliance will not be subject to any rights of creditors of the conditions of the Security and Covenant DefeasanceIssuer, (ii) that the Defeasance Pledge will constitutes a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders which Bondholders, and (iii) will, after the 181st day following the establishment, the funds and assets so pledged will not be subject to the effects of any rights of creditors of the 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,. 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 (“Security Administrative Agent, in the name of the Administrative Agent and Covenant Defeasance”): (a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Bondholders Lenders, an amount in cash or government bonds accepted 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 of principal (including if applicable premium payable upon exercise of a Call Option) and interest on the Outstanding Bonds to Final Maturity Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default shall have occurred and be continuing on the date of establishment performance of the Defeasance Pledgeobligations of the Borrower under this Agreement and, or insofar as Events of Default from bankruptcy or insolvency events are concernedin that connection, at any time during any hardening period applicable the Borrower hereby grants to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer 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 (e) 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, including any certificate or legal opinion 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 Administrative Agent for the benefit of the Bondholders which will not be subject to any rights of creditors Lenders a security interest in such account (and in all funds and other assets held in such account) as collateral security for the obligations of the Issuer or Borrower in respect of such LC Exposure. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any bankruptcyinterest earned on the investment of such deposits, insolvency, reorganization or similar laws affecting creditors rights generally under which investments shall be made at the laws option and sole discretion of the jurisdiction where Administrative Agent and at the Defeasance Pledge was established 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 applied by the corporate domicile Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the Issuer,reimbursement obligations of the Borrower 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 (“Security and 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 bonds accepted 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 (including if applicable premium payable upon exercise of a Call Option) and interest on and principal of such Notes when such payments are due; (ii) the Outstanding Bonds Transferor's obligations with respect to Final Maturity Date such Notes under Sections 2.05 and 2.06; (or redemption upon a exercise iii) the rights, powers, trusts, duties, and immunities of a notified Call Optionthe Indenture Trustee, the Paying Agent and the Registrar hereunder; and (iv) or any other amount agreed between the Parties;this Section. (b) no Event of Default shall have occurred 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 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 during any hardening period applicable applied to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties;purchase Eligible Investments rather than additional Receivables. (c) if The following conditions must be satisfied prior to any Defeasance under Section 11.04(a): (i) the Bonds are secured, Transferor irrevocably has deposited or caused to be deposited with the Defeasance Pledge shall Indenture Trustee (such deposit to be considered as a replacement made from other than the Transferor's or any Affiliate of the security established prior Transferor's funds), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Defeasance PledgeIndenture Trustee, 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 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; (dii) a statement from a firm of nationally recognized independent public accountants (who may also render other services to the Issuer shall have Transferor) to the effect that such deposit is sufficient to pay the amounts specified in clause (i) above; (iii) prior to its first exercise of 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 Bond Indenture Trustee an Opinion of Counsel (the preparation and delivery of which will not be at the expense of the Indenture Trustee) to the effect that (1) for federal income tax purposes, the deposit and termination of obligations will not result in the Issuer, or any portion of the Issuer, to be treated as an association, or publicly traded partnership, taxable as a certificate signed by its Chief Executive Officer corporation, and (2) the deposit and termination 56 of obligations will not result in the Issuer being required to register as an "investment company" within the meaning of the Investment Company Act; (iv) the Transferor has delivered to the Indenture Trustee an Officer's Certificate of the Transferor stating that the Defeasance Pledge was not made by Transferor reasonably believes that such deposit and termination of obligations will not, based on the Issuer 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 intent giving of preferring notice or the Bondholders over lapse of time, would result in the occurrence of an Early Amortization Event with respect to any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or othersSeries; and (ev) the Issuer shall have delivered Rating Agency Condition has been satisfied with respect to the Bond Trustee any certificate or legal opinion reasonably required by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion 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 or any 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,each other Outstanding Series.