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) If, when the Issuer Bonds or any portion thereof secured hereby shall have irrevocably pledged become due and payable in accordance with their terms or shall have been duly called for redemption or irrevocable written instructions to call such Bonds for redemption shall have been given by the Authority to the Bond Trustee for Trustee, the benefit whole amount of the Bondholders principal and the interest and the premium, if any, so due and payable upon all of such Bonds then outstanding shall be paid or (1) cash or government bonds accepted (2) Government Obligations which are noncallable by the Bond issuer thereof, the principal of and the interest on which when due, without reinvestment, will provide sufficient moneys, shall be held by the Trustee (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 Paying Agent) for such purpose under the provisions of this Indenture, and provision shall also be made for paying all Trustee’s and Paying Agents’ fees and expenses and other amount agreed between sums payable hereunder by the Parties; (b) no Event Authority and an opinion of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time 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 counsel delivered to the Bond Trustee a certificate signed by its Chief Executive Officer stating that all conditions precedent to the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors satisfaction and discharge of the Issuer or with Indenture have been complied with, then and in that case such Bonds shall no longer be deemed to be outstanding under this Indenture, and in the intent of defeatingevent the foregoing shall apply to all Bonds secured hereby, hinderingthe right, delaying or defrauding any other creditors title and interest of the Issuer or others; and (e) Trustee shall thereupon cease, determine and become void. Upon any such termination of the Issuer Trustee’s title, on written demand of the Authority, the Trustee shall have delivered release this Indenture and shall execute such documents to the Bond Trustee any certificate or legal opinion evidence such release as may be reasonably required by the Bond Authority, and shall turn over to the Authority or to such officer, board or body as may then be entitled by law to receive the same any surplus in the Sinking Fund created by Section 3.02 hereof and in the Operation Fund created by Section 3.04 hereof and all balances remaining in any other fund or accounts other than moneys and obligations held for the redemption or payment of Bonds. In the event money and/or Government Obligations shall be deposited with and held by the Trustee regarding (or any Paying Agent) as hereinabove provided, in addition to the Security and Covenant Defeasance or Defeasance Pledgerequirements set forth in Article IV of this Indenture, including any certificate or legal opinion on the Trustee shall, within thirty (i30) days after such obligations have been deposited with it, cause a notice signed by the Trustee to be mailed to the owners of such Bonds setting forth (1) the compliance date designated for the redemption of such Bonds, (2) a description 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 Issuerobligations so held by it,

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 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) At any time other than during the Issuer shall have irrevocably pledged continuance of the Prepayment Period for a Series, Class or Tranche of Outstanding Term Notes, upon ten (10) Business Days’ notice to the Bond Indenture Trustee for and each Rating Agency, the benefit Co-Issuers may obtain the release from all covenants of this Indenture relating to the ownership and operation of the Bondholders cash or Data Centers 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 Term 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 continuing is continuing, (ii) all Variable Funding Notes have been paid in full, any Letters of Credit have been terminated and the Class A-1 Commitment Amount of all Variable Funding Notes has been irrevocably reduced to zero and (iii) the Co-Issuers shall pay or deliver on the date of establishment such defeasance (the “Defeasance Date”) (a) all interest accrued and unpaid on the Class Principal Balance of each Class of Outstanding Term 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 Term 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 Term Notes. In addition, the Co-Issuers 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 Co-Issuers, 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 Scheduled Defeasance Pledge Payments with respect to each Series of Outstanding Notes, and (4) a Rating Agency Confirmation with respect to each Rating Agency. The Co-Issuers, pursuant to the security agreement described above, shall authorize and direct that the payments received from the U.S. government securities shall be made directly to the Indenture Trustee and applied to satisfy the obligations of the Co-Issuers under the Notes and the other Transaction Documents. (b) If the Asset Entities will continue to own any material assets other than the U.S. government securities delivered in connection with the defeasance, the Co-Issuers shall establish or designate a special-purpose bankruptcy-remote successor entity acceptable to the relevant period for Indenture Trustee (with respect to which (i) a substantive non-Norwegian companiesconsolidation Opinion of Counsel has been delivered to the Indenture Trustee and (ii) or any other date agreed between an Opinion of Counsel has been delivered to the Parties;Indenture Trustee that neither of the Co-Issuers will 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 Co-Issuers under the Notes being defeased and the security agreement and the Obligors and the Guarantors shall be relieved of their obligations in respect thereof under the Transaction Documents. The Co-Issuers shall pay $10 to such new entity as consideration for assuming such obligations. (c) if If the Bonds are securedCo-Issuers satisfy the requirements of Section 2.11(a) to defease the Notes and delivers to the Indenture Trustee an Officer’s Certificate of the Co-Issuers and an Opinion of Counsel in compliance with Section 15.01, the 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 or any bankruptcyIndenture Trustee, insolvencyand the Obligors shall pay all costs reasonably incurred by the Indenture Trustee (including, reorganization or similar laws affecting creditors rights generally under but not limited to, reasonable attorneys’ fees and disbursements) in connection with the laws review, 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 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(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 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 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 mayIf the Authority shall pay or cause to be paid to the Owner of any Bond secured hereby the principal of and premium, at its option if any, and at interest due and payable, and thereafter to become due and payable, upon such Bond or any timeportion of such Bond in the principal amount of $5,000 or any integral multiple thereof, elect such Bond or portion thereof shall cease to be entitled to any lien, benefit or security under this Indenture. If the Authority shall pay or cause to be paid to the Owners of all the Bonds secured hereby the principal of and premium, if any, and interest due and payable, and thereafter to become due and payable, thereon, and shall pay or cause to be paid all other sums payable hereunder including, without limitation, amounts payable pursuant to Section 10.04 hereof, then, and in that case, the right, title and interest of the Trustee in and to the Trust Estate shall thereupon cease, terminate and become void. In such event, the Trustee shall assign, transfer and turn over to the Company the Trust Estate, including, without limitation, any surplus in the Bond Fund and any balance remaining in any other fund created under this Indenture. All or any portion of Outstanding Bonds or portions of Bonds in principal amounts of $5,000 or any integral multiple thereof, shall prior to the maturity or redemption date thereof be deemed to have certain obligations discharged (see Clause 18.2.2) upon complying been paid within the meaning and with the following conditions (“Security effect expressed in this Article VIII, and Covenant Defeasance”):the entire indebtedness of the Authority with respect thereof shall be satisfied and discharged, when (a) in the Issuer event said Bonds or portions thereof have been selected for redemption in accordance with Section 3.02 hereof, the Trustee shall have irrevocably pledged given, or the Company shall have given to the Bond Trustee for in form satisfactory to it irrevocable instructions to give, on a date in accordance with the benefit provisions of Section 3.03 hereof, notice of redemption of such Bonds or portions thereof, (b) there shall have been deposited with the Trustee either moneys in an amount which shall be sufficient, or Government Obligations which shall not contain provisions permitting the redemption thereof at the option of the Bondholders cash issuer, the principal of and the interest on which, when due, and without regard to any reinvestment thereof, will provide moneys which, together with the moneys, if any, deposited with or government 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 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 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 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 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 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 Obligations issued hereunder has been paid, or provision shall have irrevocably pledged been made for payment of the same, together with the compensation of the Trustee and all other sums payable hereunder by the Corporation and the County, the right, title and interest of the Trustee with respect to such Obligations shall thereupon cease and the Trustee shall release this Trust Agreement and shall execute such documents to evidence such releases as may be reasonably required by the Corporation and shall turn over to the Bond Trustee Corporation or to such person, body or authority as may be entitled to receive the same all balances then held by it hereunder; provided, however, that the County shall in all events remain liable under the Facilities Agreement (subject to Section 4.7 thereof) until all amounts due and owing thereunder have been paid or provision shall have been made for the benefit payment of the Bondholders cash or government bonds accepted by the Bond Trustee same. (the “Defeasance Pledge”b) in such amounts as will be sufficient Provision for the payment of the Obligations shall be deemed to have been made when the Trustee holds, in an irrevocable deposit, under the provisions hereof (i) cash in an amount sufficient to make all payments specified above with respect to all of such Obligations, or (ii) Defeasance Obligations maturing on or before the date or dates when the payments specified above shall become due, the principal amount of which and the interest thereon, when due, is or will be, in the aggregate, sufficient without reinvestment to make all payments specified above with respect to such Obligations, or (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 Obligations; 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 Obligations. (d) Whenever moneys or obligations shall be deposited with the Issuer shall have delivered Trustee for the payment or redemption of Obligations more than 60 days prior to the Bond date that such Obligations 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 Series 2020 Notes for the Issuer with payment of which such moneys or obligations are being held, to the intent Holders of preferring Obligations 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 Obligations 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, 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, 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 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 (irrevocable provided for under arrangements satisfactory to the Trustee), as the case may be; (b) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the 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 United States Internal Revenue Service to the effect that the Defeasance Pledge was Holders of the Securities of such series will not made recognize income, gain or loss for federal income tax purposes as a result of the Company's exercise of its option under this Section 8.2 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, (y) an Opinion of Counsel to the same effect as the ruling described in clause (x) above and based upon a change in law, or (z) an instrument, in form reasonably satisfactory to the Trustee, wherein the Company, notwithstanding the payment and discharge, pursuant to this Section 8.2, of its indebtedness in respect of Securities of any series, or any portion of the principal amount thereof, shall assume the obligation (which shall be absolute and unconditional) to irrevocably deposit with the Trustee such additional sums of money, if any, or additional U.S. Government Obligations (meeting the requirements of this Article 8), if any, or any combination thereof, at such time or times, as shall be necessary, together with the money and/or U.S. Government Obligations theretofore so deposited, to pay when due the Principal of and premium, if any, and interest due and to become due on such Securities or portions thereof; provided, however, that such instrument may state that the obligation of the Company to make additional deposits as aforesaid shall be subject to the delivery to the Company by the Issuer with Trustee of a notice asserting the intent deficiency accompanied by an opinion of preferring an independent public accountant of nationally recognized standing, selected by the Bondholders over any other creditors Trustee, showing the calculation thereof, and (2) an Opinion of Counsel to the effect that the Holders of the Issuer or with Securities of such series have a valid security interest in the intent of defeating, hindering, delaying or defrauding any other creditors of trust funds subject to no prior liens under the Issuer or othersUCC; 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 8.2 of the conditions Securities of such series have been complied with. The Company's obligations in Sections 2.2 through 2.12, 4.2, 7.7, 7.8 and 8.5 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 7.7 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,8.5 shall survive.

Defeasance. 18.2.1 The Issuer mayExcept as provided below, the Company will be deemed to have paid and will be discharged from any and all obligations in respect of the Securities of any series and the provisions of this Indenture will no longer be in effect with respect to the Securities of such series (and the Trustee, at its option and at any timethe expense of the Company, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with shall execute proper instruments acknowledging the same); provided that the following conditions (“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 Company's exercise of its option under this Section 8.2 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, 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 8.2 of the conditions Securities of such series have been complied with. The Company's obligations in Sections 2.2 through 2.12, 4.1, 4.2, 7.7, 7.8 and 8.5 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 7.7 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,8.5 shall survive.

Defeasance. 18.2.1 The Issuer mayExcept as provided below, the Company will be deemed to have paid and will be discharged from any and all obligations in respect of the Securities of any series and the provisions of this Indenture will no longer be in effect with respect to the Securities of such series (and the Trustee, at its option and at any timethe expense of the Company, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with shall execute proper instruments acknowledging the same); provided that the following conditions (“Security and Covenant Defeasance”):shall have been satisfied: (ai) the Issuer shall have Company has irrevocably pledged to deposited in trust with the Bond Trustee as trust funds solely for the benefit of the Bondholders cash or government 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; (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 agreement or instrument to which the PartiesCompany is a party or by which it is bound; (biii) 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; (div) 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; and(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; (ev) if the Issuer Securities of such series are then listed on a national securities exchange, the Company shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required an Opinion of Counsel to the effect that the defeasance contemplated by this Section 8.02 of the Bond Trustee regarding Securities of such series will not cause the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on Securities of such series to be delisted; and (ivi) the compliance Company has delivered to the Trustee 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 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 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(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 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 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 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 18.2.2the Issuer and the Trustee acknowledging the same) upon complying with if the following conditions (“Security and Covenant Defeasance”):shall have been satisfied: (a) 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 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 Issuer is a party or by which it is bound; (c) 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 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 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 (e) 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 Section 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 Section 5.06 and 9.05 shall survive.

Defeasance. 18.2.1 The Except as provided below, the Issuer maywill be deemed to have paid and will be discharged from any and all obligations in respect of the Securities of any series and the provisions of this Indenture 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 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 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: (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 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 (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, 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 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 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 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 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 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 mayAt any time prior to the Anticipated Repayment Date for any Component then outstanding, at its option and at any timethe Borrowers may defease all Components of the Loan, 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 The Lender shall have irrevocably pledged received from the Borrowers not less than thirty (30) days’ prior written notice specifying the date 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 the Bond Trustee for Lender all interest due through and including the benefit last day of the Bondholders cash or government bonds accepted by 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 (terms of the “Defeasance Pledge”) Loan Documents, including, without limitation, then outstanding Administrative Fees and any costs incurred in connection with 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;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 the Lender and (ii) deliver to the Lender (1) a security agreement, in form and substance reasonably satisfactory to the Lender, creating a first priority lien on the date Federal Obligations purchased by the 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 Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable Borrowers in form and substance reasonably satisfactory to the Defeasance Pledge Lender stating, among other things, that the Lender has a first priority perfected security interest in the Federal Obligations; (4) a certificate, in form and substance reasonably satisfactory to the Lender from an independent certified public accountant confirming that the requirements of Section 11.3(B) and (D)(i) have been satisfied; (5) an opinion that such defeasance will not cause the Trust to become subject to the Investment Company Act of 1940, as amended; (6) such other certificates, documents, opinions or instruments as the relevant period for non-Norwegian companiesLender may reasonably request; and (7) or any other date agreed between an opinion of counsel from a Borrower that all conditions precedent to the Parties;defeasance have been satisfied. (cE) if the Bonds are secured, the Defeasance Pledge The Lender shall be considered as have received a replacement of the security established prior to the Defeasance Pledge;Rating Agency Confirmation. (dF) If the Issuer shall have Borrowers will continue to own any assets other than the Federal Obligations delivered to the Bond Trustee Lender, the Borrowers shall establish or designate a certificate signed by its Chief Executive Officer that special‑purpose bankruptcy‑remote successor entity reasonably acceptable to the Defeasance Pledge was not made by Lender (the Issuer “Successor Borrowers”), with respect to which a substantive nonconsolidation opinion satisfactory to 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 Lender has been delivered to the Bond Trustee any certificate or legal opinion reasonably required by Lender, and the Bond Trustee regarding Borrowers shall transfer and assign to the Successor Borrowers all obligations, rights and duties under the Notes and the Security and Covenant Defeasance or Defeasance PledgeAgreement, including any certificate or legal opinion on (i) together with the compliance pledged Federal Obligations. The Successor Borrowers shall assume the obligations of the conditions Borrowers under the Notes, the other Loan Documents and the Security Agreement and the Borrowers shall be relieved of their obligations hereunder and thereunder. The Borrowers shall pay Ten and No/100 Dollars ($10.00) to the Successor Borrowers as consideration for assuming such Borrowers’ obligations. ‑100‑ (G) The Borrowers shall deliver to the Lender an opinion of counsel to the effect that the defeasance will not constitute a “significant modification” of the Security and Covenant Defeasance, (ii) that the Defeasance Pledge constitutes Loan or a valid, perfected and enforceable security in favour “deemed exchange” of the Bond Trustee for the benefit Notes under section 1001 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,IRC.

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 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) At any time other than during the Issuer shall have irrevocably pledged continuance of the Prepayment Period for a Series of Outstanding Term Notes, upon 10 Business Days’ notice to the Bond Trustee for Indenture Trustee, the benefit Co-Issuers may obtain the release from all covenants of this Indenture relating to the ownership and operation of the Bondholders cash or Data Centers 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 Term 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 continuing is continuing, (ii) all Variable Funding Notes have been paid in full and the Class A-1 Commitment Amount of all Variable Funding Notes has been irrevocably reduced to zero and (iii) the Co-Issuers shall pay or deliver on the date of establishment such defeasance (the “Defeasance Date”) (a) all interest accrued and unpaid on the Class Principal Balance of each Class of Outstanding Term 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 Term 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 Term Notes. In addition, the Co-Issuers 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 Co-Issuers, 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 Scheduled Defeasance Pledge Payments with respect to each Series of Outstanding Notes, and (4) a Rating Agency Confirmation. The Co-Issuers, pursuant to the security agreement described above, shall authorize and direct that the payments received from the U.S. government securities shall be made directly to the Indenture Trustee and applied to satisfy the obligations of the Co-Issuers under the Notes and the other Transaction Documents. (b) If the Asset Entities will continue to own any material assets other than the U.S. government securities delivered in connection with the defeasance, the Co-Issuers shall establish or designate a special-purpose bankruptcy-remote successor entity acceptable to the relevant period for Indenture Trustee (with respect to which (i) a substantive non-Norwegian companiesconsolidation Opinion of Counsel has been delivered to the Indenture Trustee and (ii) or any other date agreed between an Opinion of Counsel has been delivered to the Parties;Indenture Trustee that neither of the Co-Issuers will 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 Co-Issuers under the Notes being defeased and the security agreement and the Obligors and the Guarantors shall be relieved of their obligations in respect thereof under the Transaction Documents. The Co-Issuers shall pay $10 to such new entity as consideration for assuming such obligations. (c) if If the Bonds are securedCo-Issuers satisfy the requirements of Section 2.12(a) to defease the Notes and delivers to the Indenture Trustee an Officer’s Certificate of the Co-Issuers and an Opinion of Counsel in compliance with Section 15.01, the 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 or any bankruptcyIndenture Trustee, insolvencyand the Obligors shall pay all costs reasonably incurred by the Indenture Trustee (including, reorganization or similar laws affecting creditors rights generally under but not limited to, reasonable attorneys’ fees and disbursements) in connection with the laws review, 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 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, the benefit of Class M Outstanding Principal Amount, the Bondholders cash or government bonds accepted by the Bond Trustee Class B Outstanding Principal Amount and Excess Collateral Outstanding Principal Amount minus any Retained Transferor Securities Amount and (the “Defeasance Pledge”y) 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 2004-2 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 2004-2 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 2004-2 Securities:

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 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 1998-2 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 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) three (3) 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 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 thirty (30) 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 then due under this Mortgage, the Note and under the other Loan Documents up to the Release Date, including, without limitation, all out-of-pocket costs and expenses reasonably 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: (ai) a pledge and security agreement, in form and substance reasonably satisfactory to Mortgagee in its sole but reasonable 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 satisfaction of all amounts then due and payable hereunder and any excess received by Mortgagee from the Defeasance Collateral over the amounts payable by Mortgagor hereunder or under the Note shall be refunded to Mortgagor promptly after each Payment Date; (ii) either (x) direct, non-callable obligations of the United States of America or (y) non-callable obligations, other than U.S. Treasury Obligations, that are “government securities” within the meaning of Section 1.860G-2(a)(8) of the Treasury Regulations, as amended, or Section 2(a)(16) of the Investment Act of 1940, that are acceptable to each applicable rating agency, in each case, and that provide for payments prior, but as close as possible, to all successive Payment Dates occurring after the Release Date through and including the Maturity 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 be due and payable in full on the Maturity Date) (the “Defeasance Collateral”), each of which shall be duly endorsed by the holder thereof as directed by Mortgagee or accompanied by a written instrument of transfer in form and substance reasonably satisfactory to Mortgagee in its sole but reasonable discretion (including, without limitation, such instruments as may be required by the depository institution holding such securities or the issuer thereof, as the case may be, to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to perfect upon the delivery of the Defeasance Security Agreement the first priority security interest in the Defeasance Collateral in favor of Mortgagee in conformity with all applicable state and federal laws governing granting of such security interests; (iii) a certificate of Mortgagor certifying that all of the requirements set forth in this Section 12.5 have been satisfied; (iv) an opinion of counsel for Mortgagor in form and substance and delivered by counsel reasonably satisfactory to Mortgagee in its sole but reasonable discretion stating, among other things, that (x) Mortgagee has a perfected first priority security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Mortgagor in accordance with its terms and (y) that any trust formed as a REMIC pursuant to a securitization will not fail to maintain its status as a REMIC as a result of such defeasance (v) 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 Property, if applicable; (vi) a certificate in form and scope reasonably acceptable to Mortgagee in its sole discretion from a nationally recognized accounting firm or other independent certified public accountant satisfactory to Mortgagor that the Defeasance Collateral will generate amounts as will be sufficient for to make all payments of principal and interest due under the Note (including the scheduled payment of principal (including if applicable premium payable upon exercise of a Call Option) and interest due 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 othersDate); and (evii) such other certificates, documents or instruments as Mortgagee may reasonably require. Upon compliance with the Issuer requirements of this Section 12.5, the Property shall be released from the lien of this Mortgage and the other Loan Documents, and the Defeasance Collateral shall constitute collateral which shall secure the Note and all other obligations under the Loan Documents. Mortgagee will, at Mortgagor’s expense, execute and deliver any agreements reasonably requested by Mortgagor to release the lien of this Mortgage from the Property. Upon the release of the Property in accordance with this Section 12.5, Mortgagor shall assign all its obligations and rights under the Note, together with the pledged Defeasance Collateral, to a successor entity approved by Mortgagee in its reasonable discretion (the “Successor Mortgagor”), which approval shall not be unreasonably withheld, conditioned or delayed. Mortgagee shall have the right to establish or designate the Successor Mortgagor and to purchase, or cause to be purchased, the Defeasance Collateral (the “Defeasance Rights and Obligations”), which rights may be exercised in Mortgagee’s sole discretion and shall be retained by the Mortgagee named herein notwithstanding the transfer or securitization of the Loan. The Successor Mortgagor shall execute an assumption agreement in form and substance reasonably 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 assumption, Mortgagor shall (x) deliver to Mortgagee an opinion of counsel in form and substance and delivered by counsel reasonably satisfactory to Mortgagee in its sole discretion stating, among other things, that such assumption agreement is enforceable against Mortgagor and the Successor Mortgagor 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, and (y) 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). Upon such assumption, Mortgagor shall be relieved of its obligations hereunder, under the other Loan Documents and under the Defeasance Security Agreement. In addition, Indemnitor shall be fully released from and relieved of any personal liability under the Note or any of the other Loan Documents for any acts or events occurring or obligations arising after the closing of such assumption which are not caused by or arising out of any acts or events occurring or obligations arising prior to or simultaneously with the closing of such assumption. Mortgagee has entered into an agreement with Defeasance Holding Company, LLC (“CDHC”) pursuant to which Mortgagee has assigned to CDHC the Defeasance Rights and Obligations. Mortgagor hereby acknowledges the transfer to CDHC of the Defeasance Rights and Obligations and releases Mortgagee from any liability for actions or inactions of CDHC related to the Bond Trustee any certificate or legal opinion reasonably required by the Bond Trustee regarding the Security Defeasance Rights 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,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 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 1998-2 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 1998-2 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 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 If and when the Bonds secured hereby shall become due and payable in accordance with their terms or through redemption proceedings as provided in this Indenture, or otherwise, and the whole amount of the principal or Redemption Price, if applicable, and the interest so due and payable upon all of the Bonds shall be paid, or provision shall have been made for the payment of the same, together with all fees and expenses of the Trustee, then and in that case, this Indenture and the lien created hereby shall be discharged and satisfied and the Issuer mayshall be released from the covenants, agreements and obligations of the Issuer contained in this Indenture, and the Trustee shall assign and transfer to or upon the order of the Company (after payment to the Issuer of any amount owed to the Issuer under the Facility Lease Agreement and the Site Lease) all moneys and funds held by the Trustee under this Indenture (in excess of the amounts required for the foregoing) then held by the Trustee free and clear of any encumbrances and shall execute such documents as may be reasonably required by the Company in this regard; provided, however, there shall not be so transferred to the Company any moneys or funds representing the Project Purchase Price which moneys and funds (in excess of the amounts applied to defease the Bonds) shall be paid to the Issuer. Subject to the provisions of the above paragraph, when any of the Bonds shall have been paid and if, at its option and at any timethe time of such payment, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Security and Covenant Defeasance”): (a) the Issuer shall have irrevocably pledged kept, performed and observed all the covenants and promises in such Bonds and in this Indenture required or contemplated to be kept, performed and observed by the Issuer or on its part on or prior to that time then this Indenture shall be considered to have been discharged in respect of such Bonds and such Bonds shall cease to be entitled to the Bond Trustee for the benefit lien of this Indenture and such lien and all covenants, agreements and other obligations of the Bondholders cash Issuer hereunder shall cease, terminate, become void and be completely discharged as to such Bonds. Notwithstanding the satisfaction and discharge of this Indenture or government bonds accepted the discharge of this Indenture in respect of any Bonds, those provisions of this Indenture relating to the maturity of the Bonds, interest payments and dates thereof, exchange and transfer of Bonds, replacement of mutilated, destroyed, lost or stolen Bonds, the safekeeping and cancellation of Bonds, nonpresentment of Bonds, compliance by the Bond Issuer of the covenants contained in Section 6.04, the right of the Trustee (to compensation and indemnification under Section 8.03 and the “Defeasance Pledge”) duties of the Trustee in such amounts as will connection with all of the foregoing, shall remain in effect and shall be sufficient binding upon the Issuer, the Trustee and the Owners of the Bonds and the Trustee shall continue to be obligated to hold in trust any moneys or investments then held by the Trustee for the payment of the principal (including if applicable premium payable upon exercise of a Call Option) of, Redemption Price and interest on the Outstanding Bonds 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 pay to the Defeasance Pledge (or Owners of Bonds 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 funds so 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 as 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,when such payment becomes due.

Defeasance. 18.2.1 The Issuer Owner Trustee may, at its option and at any time, elect defease the interest of the Indenture Trustee in the Indenture Estate in whole, but not in part, through the deposit with the Defeasance Trustee, in accordance with the provisions of this Section 10.05, of cash and/or Government Obligations; provided, however, that such defeasance shall not be applicable in respect of the Series SWA 1995 Trust N604SW-I Certificates. Such deposit shall be made pursuant to a declaration or other appropriate instrument of trust satisfactory in form and substance to the Defeasance Trustee and the Indenture Trustee; such deposit shall be absolute and irrevocable and the instrument of trust shall expressly provide that the Owner Trustee shall have certain obligations discharged no further title to or interest in or power to direct the use or application of the cash and/or Government Obligations so deposited or any of the proceeds arising therefrom; such instrument shall state that the trust created thereby and the cash and/or Government Obligations deposited pursuant thereto are for the sole and exclusive benefit of the Holders and shall expressly provide that the Defeasance Trustee shall apply such cash and payments of principal and/or interest on such Government Obligations to, and only to, the punctual payment of the principal and interest on the Certificates as and when such payments become due (see Clause 18.2.2) upon complying such declaration or instrument to contain appropriate provisions for the recording of transfers of Certificates and the names and addresses of the Holders); and the Owner Trustee shall agree to pay, as the same shall become due and payable, all fees, costs and charges of the Defeasance Trustee under such instrument of trust, including those which may become payable after the date the conditions hereinbelow specified have been met. Upon compliance with the following conditions, and provided, that no Indenture Event of Default or Indenture Default shall have occurred and be continuing on a date 91 days after the date of the deposit of Government Obligations and/or cash with the Defeasance Trustee as provided in Subsection A below, the Owner Trustee's obligations with respect to the Certificates will be discharged and this Indenture shall terminate as provided in Section 10.01: A. the Owner Trustee shall have deposited with the Defeasance Trustee absolutely and irrevocably (irrespective of whether the conditions (“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 [N604SW] -48- 55 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 mayAny provision hereof to the contrary notwithstanding, at its option and ---------- at any timetime during the Defeasance Period (as defined below), elect to have certain obligations discharged (see Clause 18.2.2) Borrower may obtain a release of the Mortgaged Property from the lien of the Security Instrument only upon complying with the satisfaction of the following conditions (“Security and Covenant Defeasance”):conditions: (ai) not less than thirty (30) days prior written notice shall be given to Lender specifying a date (the Issuer shall have irrevocably pledged "Defeasance Date") on --------------- which the Defeasance Collateral (as defined below) is to be delivered, such date being the Bond Trustee for the benefit first day 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 Partiesmonth; (bii) all accrued and unpaid interest and all other sums due under this Note, the Security Instrument and the Other Security Documents up to the Defeasance 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 Defeasance Collateral, the preparation of the Defeasance Security Agreement (as defined below) and related documentation, accountant fees, and investment advisor fees, all of which shall be paid in full on or prior to the Defeasance Date; (iii) no Event of Default Default, and no event or condition that, with the giving of notice or passage of time or both, would constitute an Event of Default, shall have occurred and be continuing on exist either at the date of establishment time Borrower gives notice of the Defeasance Pledge, Date to Lender or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to on the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the PartiesDate; (civ) if the Bonds are secured, Borrower shall deliver to Lender on or before the Defeasance Pledge 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 considered duly endorsed by the holder ---------- thereof as directed by Lender or accompanied by a replacement written instrument of tra▇▇▇▇▇ in form and substance wholly satisfactory to Lender (including, without limitation, such instrument as may be required by the depository institution holding such securities or the issuer thereof, as the case may be, to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to perfect a first priority security interest in such Defeasance Collateral in favor of Lender. The Defeasance Collateral may be purchased by Lender on Borrower's behalf, in which case Borrower shall deposit with Lender at least three days before the Defeasance Date a sum sufficient, in Lender's sole and absolute discretion, to purchase t▇▇ ▇▇▇easance Collateral. Any sums in excess of the security established 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 PledgeDate: (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; (dD) the Issuer shall have delivered an opinion of an independent certified public accountant acceptable to the Bond Trustee a certificate signed by its Chief Executive Officer Lender representing and warranting to Lender that the Defeasance Pledge was not made Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments including the amount required to be paid on the Maturity Date of this Note, and such other approvals required by the Issuer with the intent of preferring the Bondholders over any other creditors Lender; (E) evidence in writing from each of the Issuer Rating Agencies to the effect that such release will not result in a qualifi- cation, downgrade or with withdrawal of any rating in effect immediately prior to the intent Defeasance Date for any securities or "Pass-Through Certificates" issued pursuant to the terms of defeatinga trust and servicing agreement in the event that this Note or any interest therein is included in a REMIC or other securitization vehicle; (F) such other certificates, hinderingopinions, delaying documents or defrauding any other creditors of the Issuer or othersinstruments as Lender may reasonably require; and (eG) upon approval by Lender of the Issuer shall have schedule of Defeasance Collateral to be delivered 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 Borrower shall (i) pay Lender a nonrefundable fee, in an amount reasonably determined by Lender, as compensation for the compliance review, analysis and processing of the conditions defeasance request; and (ii) if required by Lender, deposit with Lender an amount estimated by Lender to be sufficient to fund all other fees, costs and expenses related to the defeasance, including Lender's reasonable attorneys' fees and expenses and rating agency fees, if any and expenses together with all expenses and costs associated with the release of the lien on the Mortgaged Property. Borrower shall be responsible for all fees, costs and expenses associated with the defeasance which, if not covered by the above deposit, shall be paid to Lender no later than the Defeasance Date. Upon compliance with the foregoing requirements relating to the delivery of the Defeasance Collateral, the Mortgaged Property shall be released from the lien of the Security Instrument 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 Collateral shall constitute collateral 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 shall secure this Note and the corporate domicile of the Issuer,Debt.

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 date Maturity Date), 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 and enforceable first priority security interest in favour such Defeasance Collateral; (2) that the Defeasance does not constitute a "significant modification" of the Bond Trustee Loan under Section 1001 of the Code or cause a tax to be imposed on the Securitization Vehicle; and (3) that the defeasance does not cause the Securitization Vehicle to be an "investment company" required to be registered under the Investment Company Act of 1940; (v) if the Loan has been securitized, 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 and other instruments described in Section 2.1(d) below, if applicable); (vii) such other customary certificates, opinions, documents or instruments as Lender and the Rating Agencies may reasonably request; and (viii) reimbursement for any reasonable costs and expenses incurred by Lender in connection with this Section 2.1 (including customary 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 in connection with a Defeasance to avoid the loss of mortgage recording taxes previously paid by Borrower (or its predecessors in interest), including taking the steps set forth in Section 2.1(d) below at the request of Borrower. (b) At the time of Defeasance, Borrower shall transfer and assign all of its interest in the Property to a third party which may be an affiliate of Borrower, unless (i) the Loan is assumed by a bankruptcy-remote entity satisfactory to Lender and the Rating Agencies to which Borrower shall transfer all of the Defeasance Collateral or the steps set forth in Section 2.1(d), or other steps required by the last sentence of Section 2.1(a) have been taken (a "Defeasance Borrower"), (ii) 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 (iii) 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 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 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 on such date pay to Lender all reasonable losses, costs and expenses suffered by Lender as a consequence of such rescission. (d) In connection with a total Defeasance of the Loan in compliance with and subject to Section 2.1(a) of this Agreement and upon the written request of Borrower, Lender shall assign and sell the Note and Mortgage to any Person designated by the Borrower as the purchaser of the Note and Mortgage (the "Designated Purchaser") according either (A) to the procedures set forth in the Advisory Opinion from the Commissioner of Taxation and Finance of the State of New York, dated February 25, 2000, in response to Petition No. M991230A or (B) the following procedures: (i) The notice required under Section 2.1(c) of this Agreement shall request that the Note and Mortgage be sold and assigned to the Designated Purchaser in exchange for the benefit New Note; (ii) Borrower shall procure a loan from another lender and execute a new note to such lender evidencing such indebtedness (the "New Note"). The New Note shall have a principal balance equal to the outstanding principal balance of the Bondholders which will not Note, shall be subject to any rights of creditors issued and dated as of the Issuer or any bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws date of the jurisdiction where Defeasance and shall otherwise have identical terms as the Note, including the Maturity Date, except that the New Note shall be secured by the Defeasance Pledge was established Collateral; (iii) In lieu of a termination, cancellation and release of the Mortgage and the corporate domicile other Loan Documents, Borrower shall deliver to Lender an allonge to the Note and an assignment of Mortgage (for execution by Lender), each instrument to be made without any recourse or liability of any nature with respect to the Lender and otherwise acceptable to Lender; and (iv) Upon complete satisfaction of the Issuer,requirements set forth in Section 2.1(a) of this Agreement, Lender shall sell and assign the Note and Mortgage to the Designated Purchaser in exchange for the New Note (endorsed over to Lender) and the Defeasance Collateral. (e) Upon satisfaction of the requirements contained in this Section 2.1, Lender will execute and deliver to Borrower such instruments, prepared by Borrower and reasonably approved by Lender, as shall be necessary to release the Property from the Liens of the Loan Documents or necessary to comply with the provisions set forth in Section 2.1(d) of this 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 At any time prior to the Bond Trustee for Payment Date that occurs prior to the benefit Prepayment Period of the Bondholders cash or government bonds accepted by the Bond Trustee any outstanding Series (such Payment Date, the “Defeasance PledgePayment Date”) in such ), the Issuer may obtain the release from all covenants of this Indenture relating to ownership and operation of the Cellular Sites by delivering United States government securities that provide for payments which replicate the required payments and scheduled amortization payments due under the Transaction Documents with respect to all of the Notes then outstanding, including without limitation, the Indenture Trustee Fee and any other amounts as will be sufficient due and owing to the Indenture Trustee, if any, Workout Fees, Servicing Fees, Other Servicing Fees and any other amounts due and owing to the Servicer, if any, through the Defeasance Payment Date for the payment each Series of principal Notes (including if applicable premium payable upon exercise payment in full of a Call Option) and interest 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 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 Outstanding Class Principal Balance of each Class of Notes to but not including the Defeasance PledgeDate (and, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to 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 the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior U.S. government securities providing for payments equal to the Scheduled Defeasance Pledge; (d) Payments. In addition, the Issuer shall have deliver to the Servicer on behalf of the Indenture Trustee (1) a security agreement granting the Indenture Trustee a first priority perfected security interest on the U.S. government securities so delivered by the Issuer, (2) an Opinion of Counsel as 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 Date (or if the Defeasance Date is not a Payment Date, due after the next Payment Date) and all principal due upon maturity for each Class of Notes, and all Indenture Trustee Fee and any other amounts due and owing to the Indenture Trustee, if any, 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 a substantive non-consolidation Opinion of Counsel reasonably satisfactory to the 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 under the intent Notes being defeased and the security agreement and the Obligors and the Guarantor shall be relieved of defeating, hindering, delaying or defrauding any other creditors of their obligations in respect thereof under the Issuer or others; and (e) the Transaction Documents. The Issuer shall have delivered pay Ten Dollars ($10) 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 such new entity as consideration 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,assuming such 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 or redemption price (as the case may be) of, and interest on all Bonds issued hereunder have been paid, or provision has been made for payment of the same, together with the compensation of the Trustee and all other sums payable hereunder by the Issuer, the right, title and interest of the Trustee in and to the Trust Estate shall thereupon cease, and the Trustee, on written demand of the Issuer, shall release this Indenture and shall execute such documents to evidence such release as may be reasonably required by the Issuer and shall turn over to the Borrower or to such person, body or authority as may entitled to receive the same all balances then held by it hereunder; provided, that if any payments have been received by the Trustee from draws on 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. (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 sets aside exclusively for such payment, (i) moneys sufficient to make such payment provided that if a Credit Facility is then held by the Trustee, such moneys shall constitute Available Moneys or (ii) noncallable Government Obligations maturing as to principal and interest in such amounts and at such times as will provide sufficient moneys without reinvestment to make such payment; provided that (i) such provision for payment may only be made after the Conversion Date and (ii) the Trustee shall have received an opinion of Bond Counsel to the effect that such deposit will not adversely affect the tax-exempt status of the interest on any of the Bonds (E.G. by causing any of the Bonds to be classified as "arbitrage bonds" within the meaning of Section 148 of the Code), and provided further, that if a Credit Facility is then held by the Trustee, such Government Obligations shall have been on deposit with the Trustee in a separate and segregated account for a period of 366 days during and prior to which no Event of Bankruptcy has occurred or which Government Obligations were purchased with Available Moneys. No Bonds in respect of which a deposit under clause (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. 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 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, 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 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 Registered 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;Bond Register. (c) Anything in ARTICLE XIII to the contrary notwithstanding, if moneys or Government 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 Registered Owner of each of the Bonds affected thereby. Notwithstanding the foregoing, those provisions relating to the maturity of Bonds, interest payments and dates thereof, and the dates, premiums and notice requirements for optional and mandatory redemption 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 Defeasance Pledge safekeeping and cancellation of Bonds, nonpresentment of Bonds, the holding of moneys in trust and repayments to the Borrower or the Credit Facility 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, the Borrower and the Registered Owners, 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) 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(d), Borrower may from time to time obtain the release of all or a portion of the Collateral from the Liens of the Loan Documents by Defeasing either the entire Loan or a portion of the Loan equal to the lesser of (1) the Release Price of (A) the Commercial Property and/or (B) the ACL Music Venue Property to the extent a Partial Release Event shall be undertaken with respect to the Commercial Property and/or the ACL Music Venue Property, as applicable, or (2) the portion of the Indebtedness that has not been Defeased as of the date of such release, provided that after giving effect thereto, unless the Loan is Defeased in full, the DSCR for the Test Period then most recently ended, recalculated to include only income and expense attributable to the Property remaining after the contemplated released and to exclude the interest expense on the aggregate amount Defeased, shall be no less than the DSCR Threshold, and provided further that all sums then due to Lender under the Loan Documents are paid and the following are delivered 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 (x) to pay the interest and principal due on such Payment Dates in respect of a portion of the Loan equal to the amount Defeased and (y) to repay the outstanding principal balance of such portion of the Loan on the first Payment Date in the Prepayment Period or such other Payment Date in the Prepayment Period as Borrower shall elect; (ii) written confirmation from Approved Accountant or an independent certified public accounting firm reasonably satisfactory to Lender that such Defeasance Collateral is sufficient to provide the payments described in clause (i) above; (iii) a security agreement, in form and substance reasonably satisfactory to Lender, creating in favor of Lender a first priority perfected security interest in such Defeasance Collateral (a "Defeasance Pledge Agreement"); (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 (in the case of a Partial Defeasance, with respect to both the Defeased Note and the Undefeased Note) does not constitute a "significant modification" of the Loan under Section 1001 of the Code; (v) if all or any portion of the Loan has been Securitized, the Rating Condition with respect to such Defeasance shall have irrevocably pledged been satisfied or deemed satisfied pursuant to the Bond Trustee 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 so released (other than the Defeasance Collateral); (vii) such other customary certificates, opinions, documents or instruments as Lender and the Rating Agencies may reasonably request; and (viii) reimbursement for 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 of Default If the Loan is not Defeased in full, Borrower shall have occurred execute and be continuing on deliver all documents necessary to amend and restate the date of establishment Note with two substitute Notes: one note having a principal balance equal to the Defeased portion 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 original Note (the "Defeased Note") and one note having a principal balance equal to the undefeased portion of the original Note (the "Undefeased Note"). The entirety of the Undefeased Note may be the subject of a further Defeasance Pledge in accordance with the terms of this Section 2.1 (or the relevant period for non-Norwegian companies) or any other date agreed between term "Note", as used in this Section 2.1, being deemed to refer to the Parties;Undefeased Note). (c) if At the Bonds are securedtime of the Defeasance, the Defeasance Pledge Defeased Note shall be considered as assumed by a replacement bankruptcy-remote entity established or designated by the initial Lender hereunder or its designee, to which Borrower shall transfer all of the security established prior Defeasance Collateral (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, such Uniform Commercial Code financing statements as may be reasonably requested by Lender and legal opinions of counsel reasonably acceptable to Lender that are substantially equivalent to the opinions delivered to Lender on the Closing Date, including new non-consolidation opinions reasonably satisfactory to Lender and satisfactory to the Rating Agencies; and Borrower and the Defeasance Pledge;Borrower shall deliver such other documents, certificates and legal opinions as Lender shall reasonably request. (d) 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 Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer that date on which the Defeasance Pledge was is to occur. If such Defeasance is not made on such date (x) Borrower's notice LOAN AGREEMENT – Page 41 of Defeasance will be deemed rescinded, and (y) Borrower shall on such date pay to Lender all reasonable losses, costs and expenses suffered by the Issuer with the intent Lender as a consequence 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; andsuch rescission. (e) Upon satisfaction of the Issuer requirements contained in this Section 2.1, Lender will execute and deliver to Borrower such instruments, prepared by Borrower and approved by Lender, as shall have delivered be necessary to release the entirety of the Property, the Commercial Property, the ACL Music Venue Property, or the Remaining Property, as applicable, from the Liens of the Loan Documents and to release Borrower and Sponsor from any obligations, liabilities, guarantees and indemnities under the Loan Documents related to the Bond Trustee 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 applicable portion of the conditions of Property which has been released hereunder and which relate to events which first occur after the Security and Covenant Defeasance, (ii) that provided, Borrower and Sponsor shall continue to be liable 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 Loan Documents related to any rights of creditors of fraud or material misrepresentation made in conjunction with 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, 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 all Bonds shall be paid and discharged as provided in this Section, then all obligations of the Trustee and the Issuer under this Indenture with respect to all Bonds shall cease and terminate, except only (i) the obligation of the Trustee to pay or cause to be paid to the owners thereof all sums due with respect to the Bonds and to register, transfer and exchange Bonds pursuant to Section 2.08, (ii) the obligation of the Issuer to pay the amounts owing to the Trustee under Section 9.02 from the Trust Estate, and (iii) the obligation of the Issuer to comply with Section 6.03 hereof and with the Tax Exemption Agreement. Any funds held by the Trustee at the time of such termination which are not required for payment to Bondholders or for payment to be made by the Issuer, shall be paid as provided in Section 5.10. Any Bond or portion thereof in an authorized denomination shall be deemed no longer Outstanding under this Indenture if paid or discharged in any one or more of the following ways: (i) by well and truly paying or causing to be paid the principal of and interest on such Bond which have become due and payable; or (ii) by depositing with the Trustee, in trust, cash which, together with the amounts then on deposit in the Bond Fund and dedicated to this purpose, is fully sufficient to pay when due all principal of, and premium, if any, and interest on such Bond to the maturity or earlier redemption date thereof; or (iii) by depositing with the Trustee, in trust, any investments listed in subparagraph (a) under the definition of Permitted Investments in Section 1.01 in such amount as in the written opinion of a certified public accountant will, together with the interest to accrue on such Permitted Investments without the need for reinvestment, be fully sufficient to pay when due all principal of, and premium, if any, and interest on such Bond to the maturity or earlier redemption date thereof, notwithstanding that such Bond shall not have been surrendered for payment. (b) Notwithstanding the foregoing, no deposit under clauses (ii) and (iii) of subsection (a) above shall be deemed a payment of such Bond until the earlier to occur of: (i) if such Bond is by its terms subject to redemption within 45 days, proper notice of redemption of such Bond shall have been previously given in accordance with Section 3.02 to the holder thereof or, in the event such Bond is not by its terms subject to redemption within 45 days of making the deposit under clauses (ii) and (iii) of subsection (a) above, the Issuer shall have irrevocably pledged given the Trustee irrevocable written instructions to mail by first-class mail, postage prepaid, notice to the holder of such Bond as soon as practicable stating that the deposit required by clauses (ii) or (iii) of subsection (a) above, as applicable, has been made with the Trustee for the benefit of the Bondholders cash and that such Bond is deemed to have been paid and further stating such redemption date or government bonds accepted by the Bond Trustee (the “Defeasance Pledge”) in such amounts as dates upon which money will be sufficient available for the payment of the principal (including if applicable premium payable upon exercise of a Call Option) and accrued 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;thereon; or (bii) no Event the maturity 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;such Bond. (c) if the Bonds are secured, the Defeasance Pledge The Trustee shall be considered as entitled to receive a replacement of the security established prior report from a nationally recognized accounting firm 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 provide for the benefit payment of the Bondholders which will not all Bonds to be subject defeased pursuant 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 Section.

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) 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(i) Notwithstanding any provisions of this Section 2.6 to the contrary, including, without limitation, subsection (a) of this Section 2.6, at its option any time after the Permitted Defeasance Date, Borrower may cause the release of the Property from the lien of the Security Instrument and at any time, elect to have certain obligations discharged (see Clause 18.2.2) the other. Loan Documents upon complying with the satisfaction of the following conditions (“Security and Covenant Defeasance”such event being a "DEFEASANCE EVENT"): (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; (bA) no Event of Default shall exist under any of the Loan Documents; (B) not less than thirty (30) (but not more than sixty (60)) 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"); 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, 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 2.6(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 lender and satisfying any requirements binding upon any applicable REMIC Trust, 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) direct non-callable obligations of 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, to the Bond Trustee extent the applicable Rating Agencies rating the Securities have confirmed in writing will not cause a downgrade, withdrawal or qualification of the initial, or, if higher, then applicable ratings of the Securities, 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, 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 on the Maturity Date) for the balance of the term hereof (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 wholly satisfactory to Lender in its sole discretion (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 of Borrower certifying that all of the requirements set forth in this Section 2.6(b)(i) have been satisfied; (4) one or more opinions of counsel for Borrower in form and substance and delivered by its Chief Executive Officer counsel which would be satisfactory to a prudent lender and satisfying any requirements binding upon any applicable REMIC Trust stating, among other things, that (i) Lender has a perfected first priority 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 Security Instrument 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 Lender in its sole discretion from an Acceptable Accountant certifying that the Defeasance Collateral will generate amounts sufficient to make all payments of principal and interest due under the Note (including the scheduled outstanding principal balance of the Loan due on the Maturity Date); and (e6) such other certificates, documents and instruments as Lender may in its sole discretion require; and (E) in the Issuer shall have delivered to event the Bond Trustee Loan or any certificate or legal opinion reasonably required part thereof is held by a REMIC Trust, Lender has received a Ratings Confirmation in connection with the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance substitution of the conditions Defeasance Collateral. (ii) Upon compliance with the requirements of Section 2.6(b)(i), the Property shall be released from the lien of the Security Instrument and Covenant Defeasancethe other Loan Documents, (ii) that and the Defeasance Pledge constitutes a validCollateral shall constitute collateral which shall secure the Note and all other obligations under the Loan Documents. Lender will, perfected at Borrower's expense, execute and enforceable security in favour deliver any agreements reasonably requested by Borrower to release the lien of the Bond Trustee for Security Instrument and the benefit other Loan Documents from the Property. (iii) Upon the release of the Bondholders which will not be subject to any Property in accordance with this Section 2.6(b), Borrower shall (at Lender's sole and absolute discretion) assign all its obligations and rights of creditors of the Issuer or any bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of Note, together with the jurisdiction where the pledged Defeasance Pledge was established Collateral, to a successor entity designated and the corporate domicile of the Issuer,approved by Lender in its sole and absolute discretion ("SUCCESSOR

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 prior to the commencement of the Prepayment Period 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; (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 by Borrower in accordance with Lender's reasonable requirements and be continuing on the date of establishment subject to Lender's reasonable approval, to which Borrower shall transfer all of the Defeasance PledgeCollateral (a "Defeasance Borrower"). 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 Borrower shall deliver 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 relevant period for non-Norwegian companies) or any other date agreed between Loan Documents except those obligations which by their terms survive the Parties;repayment of the Loan. (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 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 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 (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 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 The Co-Issuers may at any time prior to the Bond Trustee for Anticipated Repayment Date of any outstanding Series of Term Notes, upon ten (10) Business Days’ written notice to the benefit of the Bondholders cash or government bonds accepted by the Bond Indenture Trustee (such Payment Date, the “Defeasance PledgePayment Date”) in such amounts as will be sufficient ), obtain the release from all covenants of this Base Indenture relating to ownership and operation of the Collateral by delivering United States government securities providing for payments that replicate the required payments with respect to the Term Notes then outstanding on each Payment Date, including, Indenture Trustee Fees, if any, through the first Payment Date, for the applicable Notes of each such Series, on which such Term Notes could be prepaid without payment of principal any Prepayment Consideration (including if applicable premium payable upon exercise payment in full of a Call Option) the principal of such Notes on such Payment Date); provided, that all Variable Funding Notes have been paid in full and interest on the Outstanding Bonds Class A-1 Commitment Amount of all Variable Funding Notes has been irrevocably reduced to Final Maturity Date zero; provided, further, 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 Co-Issuers shall pay or deliver on the date of establishment such defeasance (the “Defeasance Date”) (a) all interest accrued and unpaid on the Outstanding Class Principal Balance of each Class of Notes to but not including the Defeasance PledgeDate (and, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to 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; and (iii) receipt of a Ratings Agency Confirmation. In addition, the Defeasance Pledge Co-Issuers shall be considered as deliver to the Indenture Trustee (1) a replacement security agreement granting the Indenture Trustee on behalf of the Noteholders a first priority perfected security established prior interest in the U.S. government securities so delivered by the Co-Issuers, (2) an Opinion of Counsel as to the (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 Co-Issuers shall establish or designate a special-purpose bankruptcy-remote successor entity acceptable to the Defeasance Pledge; Indenture Trustee (dacting solely at the direction of the Controlling Class Representative), with respect to which a substantive non-consolidation Opinion of Counsel reasonably satisfactory to the Indenture Trustee (acting solely at the direction of the Controlling Class Representative) the Issuer shall have 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 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,pledged U.S.

Defeasance. 18.2.1 The Issuer mayWhen 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 when due in the manner described in this Section 13.01, whether at its option maturity or upon redemption, acceleration, or otherwise, together with all other sums payable hereunder or under the Agreement, the right, title and at any timeinterest of the Trustee shall thereupon cease (except with respect to moneys or securities held by the Trustee hereunder for the payment of the principal or Redemption Price (as the case may be) of, elect and interest on, the Bonds and other amounts) and the Trustee, on demand of the Authority, shall release the lien of this Indenture and shall execute documents to have certain obligations discharged (see Clause 18.2.2) upon complying with evidence such release as may be reasonably required by the following conditions (“Security Authority, shall surrender the First Mortgage Bonds to the Company and Covenant Defeasance”): (a) shall turn over to the Issuer Company or to such person, body or authority as may be entitled to receive the same all balances then held by it hereunder. Notwithstanding anything herein to the contrary, in the event that the principal and/or interest due on the Bonds shall have irrevocably pledged 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 Authority, and the assignment and pledge of the Trust Estate and all covenants, agreements and other obligations of the Authority to the registered Holders shall continue to exist and shall run to the benefit of the Bondholders cash or government bonds accepted by Bond Insurer, and the Bond Trustee (Insurer shall be subrogated to the “Defeasance Pledge”) in rights of such amounts as will be sufficient registered owners. Provision for the payment of Bonds shall be deemed to have been made upon the delivery to the Trustee of (i) cash in an amount which, when added to any other moneys held by the Trustee and available for such payment, would be sufficient to make all payments specified above with respect to such Bonds, 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 (including if applicable premium payable upon exercise and without further investment or reinvestment of either the principal amount thereof or the interest earned thereon), be sufficient (as confirmed by a Call Optionnationally recognized firm of public accountants) to make all such payments with respect to such Bonds, 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 (as confirmed by a nationally recognized firm of public accountants) to make all such payments with respect to such Bonds, and in each case, the delivery to the Trustee of an opinion of Bond Counsel to the effect that such defeasance is permitted under this Section 13.01 and will not result in a determination of taxability (as described in the Form of Bond attached hereto). Neither the obligations nor moneys deposited with the Trustee pursuant to this Section shall be withdrawn or used for any purpose other than, and shall be segregated and held in trust for the payment of the principal of, Redemption Price and interest on the Outstanding Bonds to Final Maturity Date (or redemption upon a exercise said Bonds. The Bond Insurer shall be given prior written notice of a notified Call Option) proposed defeasance of any of the Bonds. The release of the obligations of the Authority under this Section 13.01 shall not affect the obligations of the Company to make direct payments to the Authority, the Trustee or any other amount agreed between the Parties; (b) no Event of Default shall have occurred and be continuing on the date of establishment Holder 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 Bonds pursuant 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,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 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 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 N605SW-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 [N605SW] -48- 55 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 mayprovisions of Sections 403 and 1006 of the Indenture relating to defeasance shall apply to the Designated Securities.] [OTHER TERMS]*: -------- * A description of particular tax, at accounting or other unusual features of the Securities should be set forth, or referenced to an attached and accompanying description, if necessary, to the issuer's understanding of the transaction contemplated. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. 3 ANNEX II Pursuant to Section 7(d) of the Underwriting Agreement, Deloitte & Touche LLP shall furnish letters to the Underwriters to the effect that: (i) They are independent certified public accountants with respect to the Company and its option subsidiaries within the meaning of the Act and at the applicable published rules and regulations thereunder; (ii) In their opinion, the financial statements and any time, elect supplementary financial information and schedules audited by them and included or incorporated by reference in the Registration Statement or the Prospectus comply as to have certain obligations discharged (see Clause 18.2.2) upon complying form in all material respects with the following conditions applicable accounting requirements of the Act or the Exchange Act, as applicable, and the related published rules and regulations thereunder; (“Security and Covenant Defeasance”): (aiii) the Issuer shall have irrevocably pledged The unaudited selected financial information with respect to the Bond Trustee consolidated results of operations and financial position of the Company for the benefit five most recent fiscal years included in the Prospectus and included or incorporated by reference in Item 6 of the Bondholders cash or government bonds accepted by Company's Annual Report on Form 10-K for the Bond Trustee most recent fiscal year agrees with the corresponding amounts (the “Defeasance Pledge”after restatement where applicable) in the audited consolidated financial statements for five such amounts as will be sufficient fiscal years which were included or incorporated by reference in the Company's Annual Reports on Form 10-K for such fiscal years; (iv) On the payment basis of principal (including if applicable premium payable upon exercise limited procedures, not constituting an audit in accordance with generally accepted auditing standards, consisting of a Call Option) reading of the unaudited financial statements and interest on other information referred to below, a reading of the Outstanding Bonds to Final Maturity Date (or redemption upon a exercise latest available interim financial statements of a notified Call Option) or any other amount agreed between the Parties; (b) no Event Company and its subsidiaries, inspection of Default shall have occurred the minute books of the Company and be continuing on its subsidiaries since the date of establishment the latest audited financial statements included or incorporated by reference in the Prospectus, inquiries of officials of the Defeasance PledgeCompany and its subsidiaries responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that: (A) the unaudited condensed consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included or insofar incorporated by reference in the Company's Quarterly Reports on Form 10-Q incorporated by reference in the Prospectus do not comply as Events to form in all material respects with the applicable accounting requirements of Default from bankruptcy the Exchange Act as it applies to Form 10-Q and the related published rules and regulations thereunder or insolvency events are concernednot in conformity with generally accepted accounting principles applied on a basis substantially consistent with the basis for the audited consolidated statements of income, at any time during any hardening period applicable to consolidated balance sheets and consolidated statements of cash flows included or incorporated by reference in the Defeasance Pledge Company's Annual Report on Form 10-K for the most recent fiscal year; (or the relevant period for non-Norwegian companiesB) or any other date agreed between unaudited income statement data and balance sheet items included in the Parties; Prospectus do not agree with the corresponding items in the unaudited consolidated financial statements from which such data and items were derived, and any such unaudited data and items were not determined on a basis substantially consistent with the basis for the corresponding amounts in the audited consolidated financial statements included or incorporated by reference in the Company's Annual Report on Form 10-K for the most recent fiscal year; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (dC) the Issuer shall have delivered unaudited financial statements which were not included in the Prospectus but from which were derived any unaudited income statement data and balance sheet items included in the Prospectus and referred to the Bond Trustee in Clause (B) were not determined on a certificate signed by its Chief Executive Officer that the Defeasance Pledge was not made by the Issuer basis substantially consistent 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 basis for the benefit of audited financial statements included or incorporated by reference in the Bondholders which will not be subject to any rights of creditors of Company's Annual Report on Form 10-K for 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,most recent fiscal year;

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 Holders of Bonds of a Series the principal or Redemption Price of and interest thereon, at the times and in the manner stipulated therein, herein, and in the applicable Supplemental Indenture, then the pledge of the Trust Estate and all other rights granted hereby to such Bonds shall be discharged and satisfied. In such event, the Trustee shall, upon the request of the Corporation, execute and deliver such documents to evidence such discharge and satisfaction as may be reasonably required by the Corporation, and all money or investments thereof held by it pursuant hereto and to the applicable Supplemental Indenture which are not required for the payment or redemption of Bonds of such Series shall be paid or delivered by the Trustee as follows: First, to the Arbitrage Rebate Fund, the amount required to be deposited therein in accordance with the direction of an Authorized Officer of the Corporation; second, to each Provider the Provider Payments which have not been repaid, pro rata, based upon the respective Provider Payments then unpaid to each Provider; and, then, the balance thereof to the Corporation. Such money or investments thereof so paid or delivered shall be released from any trust, pledge, lien, encumbrance or security interest created hereby. (b) Bonds for the payment or redemption of which money shall have irrevocably pledged been set aside and shall be held in trust by the Trustee (through deposit of money for such payment or redemption or otherwise) at the maturity or redemption date thereof shall be deemed to have been paid within the meaning and with the effect expressed in paragraph (a) of this Section. All Outstanding Bonds of any Series or any maturity within a Series or a portion of a maturity within a Series shall prior to the Bond Trustee for maturity or redemption date thereof be deemed to have been paid within the benefit meaning and with the effect expressed in paragraph (a) of the Bondholders cash or government bonds accepted by the Bond Trustee this Section if: (the “Defeasance Pledge”i) in case any of said Bonds are to be redeemed on any date prior to their maturity, the Corporation shall have given to the Trustee, in form satisfactory to it, irrevocable instructions to give as provided in Article IV hereof notice of redemption on said date of such amounts as Bonds; (ii) there shall have been deposited with the Trustee either money in an amount which shall be sufficient, or Defeasance Securities the principal of and interest on which when due will provide money which, together with the money, if any, deposited with the Trustee at the same time, shall be sufficient in the judgment of a nationally recognized verification agent to pay when due the principal, Sinking Fund Installments, if any, 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; (iii) in the event said Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, the Corporation shall have given the Trustee, in form satisfactory to it, irrevocable instructions to give, as soon as practicable, by first class mail, postage prepaid, to the Holders of said Bonds at their last known addresses appearing on the registration books, a notice to the Holders of such Bonds that the deposit required by (ii) above has been made with the Trustee and that said Bonds are deemed to have been paid in accordance with this Section and stating such maturity or redemption date upon which money is to be available for the payment of principal (including the principal, Sinking Fund Installments, if applicable premium payable upon exercise any, or Redemption Price, if applicable, of a Call Option) and interest on said Bonds; and (iv) in the Outstanding Bonds to Final Maturity Date (or redemption upon a exercise event of a notified Call Option) or any other amount agreed between the Parties; (b) no Event defeasance 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 secureda Tax Exempt Bond, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (d) the Issuer Corporation shall have delivered to the Trustee an opinion of Transaction Counsel to the effect that any Bond having been deemed to have been paid as provided in this Section would not (A) cause said Bond to be considered to have been “reissued” for purposes of Section 1001 of the Code and (B) adversely affect the exclusion of interest on such Tax Exempt Bond from gross income for purposes of federal income taxation. The Corporation shall give written notice to the Trustee a certificate signed by of its Chief Executive Officer that selection of the Series and maturity payment of which shall be made in accordance with this Section. The Trustee shall select the Bonds of like Series and maturity payment of which shall be made in accordance with this Section in the manner provided in Section 4.04 hereof. Neither the Defeasance Pledge was Securities nor money deposited with the Trustee pursuant to this Section nor principal or interest payments on any such Defeasance Securities shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal, Sinking Fund Installments, if any, or Redemption Price, if applicable, of and interest on said Bonds; provided, however, that any money received from such principal or interest payments on such Defeasance Securities deposited with the Trustee, if not made then needed for such purpose, shall, to the extent practicable, be reinvested in Defeasance Securities maturing at times and in amounts sufficient to pay when due the principal, Sinking Fund Installments, if any, or Redemption Price, if applicable, of and interest to become due on said Bonds on and prior to such redemption date or maturity date hereof, as the case may be. Any income or interest earned by, or increment to, the investment of any such money so deposited, shall, to the extent certified by the Issuer Trustee to be in excess of the amounts required hereinabove to pay the principal, Sinking Fund Installments, if any, or Redemption Price, if applicable, of and interest on such Bonds, as realized, be paid by the Trustee as follows: First, to the Arbitrage Rebate Fund, the amount required to be deposited therein in accordance with the intent direction of preferring the Bondholders over any other creditors an Authorized Officer of the Issuer Corporation; second, to each Provider the Provider Payments which have not been repaid, pro rata, based upon the respective Provider Payments then unpaid to each Provider; and, then, the balance thereof to the Corporation. The money so paid by the Trustee shall be released of any trust, pledge, lien, encumbrance or security interest created hereby. (c) Anything herein to the contrary notwithstanding, any money held by the Trustee or a Paying Agent in trust for the payment and discharge of any of the Bonds of a Series or the interest thereon which remain unclaimed for one (1) year after the date when all of the Bonds of such Series have become due and payable, either at their stated maturity dates or by call for earlier redemption, if such money was held by the Trustee or Paying Agent at such date, or for one (1) year after the date of deposit of such money if deposited with the intent of defeating, hindering, delaying Trustee or defrauding any other creditors Paying Agent after said date when all of the Issuer Bonds of such Series become due and payable, or others; and one (e1) year after the Issuer shall have delivered date when the principal or Redemption Price of or interest on the Bonds for which said money is held was due and payable, shall, at the written request of the Corporation, be repaid by the Trustee or Paying Agent to the Bond Corporation as its absolute property and free from trust, and the Trustee any certificate or legal opinion reasonably required by Paying Agent shall thereupon be released and discharged with respect thereto and the Bond Trustee regarding Holders of Bonds shall look only to 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 Corporation for the benefit payment 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,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 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) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer that neither the Defeasance Pledge was not made by nor 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 results in a breach or Defeasance Pledgeviolation of any material agreement or instrument binding upon the Issuer, including any certificate or legal opinion on (i) the compliance Amended and Restated Articles of Incorporation or the conditions of the Security Amended 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 Restated Bylaws 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) At any time prior to the ARD Prepayment Date of any outstanding Series of Notes, upon ten (10) Business Days’ prior written notice to the Indenture Trustee and each Rating Agency, the Issuer may obtain the release from all covenants of the Indenture relating to ownership and operation of the Parking Facilities by delivering United States government securities that provide for payments which replicate the required payments due under the Transaction Documents, including any schedule Monthly Amortization Amount or Class B Note payments with respect to all of the Term Notes then Outstanding on each Payment Date, including the Indenture Trustee Fee and any other expenses and indemnity amounts due and owing to the Indenture Trustee, the Collection Account Bank, the Additional Account Bank, the Expense Reserve Account Bank, Workout Fees, Servicing Fees, Other Servicing Fees and any other amounts due and owing to the Servicer, if any, through the first Payment Date for each Series of Notes on which such Notes could be prepaid without payment of any Prepayment Consideration (including payment in full of the principal of the Notes on such first Payment Date); provided that the Issuer shall have irrevocably pledged to pay or deliver on the Bond Trustee for the benefit date of the Bondholders cash or government bonds accepted by the Bond Trustee such defeasance (the “Defeasance PledgeDate”) (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 amounts as will defeasance, and (C) U.S. government securities providing for payments equal to an amount that would cause such payments to replicate the required payments due under the Transactions Documents through the first Payment Date for each Series of Notes on which such Notes could be sufficient for the prepaid without payment of principal any Prepayment Consideration . In addition, the Issuer shall deliver to the Servicer on behalf of the Indenture Trustee (including if applicable premium payable upon exercise 1) a security agreement granting the Indenture Trustee on behalf of the Noteholders a Call Option) and first priority perfected security interest on the Outstanding Bonds U.S. government securities so delivered by the Issuer, (2) an Opinion of Counsel as to Final Maturity 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 Date (or redemption if the Defeasance Date is not a Payment Date, due after the next Payment Date) and all principal due upon maturity for each Class of Notes, and all Indenture Trustee Fees, expenses and indemnity amounts due to the Indenture Trustee, the Collection Account Bank and the Additional Account Bank and Workout Fees, if any and (4) a exercise copy of a notified Call Option) or any the notice that has been provided to the Rating Agencies. 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 amount agreed between the Parties;Transaction Documents. (b) no Event of Default shall have occurred and be continuing on If the date of establishment of Obligors will continue to own any material assets other than the Defeasance PledgeU.S. government securities delivered in connection with the defeasance, 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 establish or designate a special-purpose bankruptcy-remote successor entity acceptable to the Indenture Trustee (acting at the written direction of the Servicer), with respect to which a substantive non-consolidation Opinion of Counsel reasonably satisfactory to the Indenture Trustee (consistent with the prior non-consolidation Opinion of Counsel most recently delivered to the Bond Indenture Trustee) has been delivered to the 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 under the intent Notes being defeased and the security agreement and the Obligors and the Holdco Guarantor shall be relieved of defeating, hindering, delaying or defrauding any other creditors of their obligations in respect thereof under the Issuer or others; and (e) the Transaction Documents. The Issuer shall have delivered pay Ten Dollars ($10) 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 such new entity as consideration 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,assuming such 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 to the Bond Trustee for the benefit of the Bondholders cash or government bonds obligations accepted by the Bond Trustee ('the “Defeasance PledgePledce”) 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 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) 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; (c) the Issuer shall be released from its obligations under all provisions in Clause 13, except 13.2.1 (a), (e), (h) and (i). 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; 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 (except (a) remain fully in force without any modifications. (c) above) shall 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 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 Conditions 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) Defeasance. Provided no Event of Default shall have has 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 concernedis continuing, at any time during after the date which is the earlier of (A) two (2) years after the "startup day," within the meaning of Section 8600(a)(9) of the Code, of the final "real estate mortgage investment conduit," established within the meaning of Section 860D of the Code, that holds any hardening period applicable note that evidences all or any portion of the Loan or (B) three (3) years after the date hereof (the "Defeasance Lockout Expiration Date"), Borrower may cause the release of the Property (in whole but not in part) from the Lien of the Mortgage and the other Loan Documents upon the satisfaction of the following conditions: (i) not less than sixty (60) days prior written notice shall be given to Lender specifying a date (the "Release Date") on which the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the PartiesCollateral is to be delivered; (cii) if all accrued and unpaid interest and all other sums due and payable under the Bonds are securedNote and under the other Loan Documents up to the Release Date (together with, in the event such Release Date is not on a Monthly Payment Date, all interest that would have accrued on the Outstanding Principal Balance up to the next Monthly Payment Date), including, without limitation, all costs and expenses incurred by Lender or its agents in connection with such release (including, without limitation, the fees and expenses incurred by attorneys and accountants in connection with the review of the proposed Defeasance Pledge Collateral and the preparation of the Defeasance Security Agreement and related documentation), shall be considered as a replacement of the security established paid in full on or 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 othersRelease Date; and (eiii) the Issuer Borrower shall have delivered deliver to Lender on or prior to the Bond Trustee any certificate Release Date: (A) an amount equal to that which is sufficient to purchase U.S. Obligations that provide for payments (1) on or legal opinion reasonably prior to, but as close as possible to and including, all successive scheduled Monthly Payment Dates after the Release Date through the Open Prepayment Date, and (2) in amounts equal to or greater than the Monthly Debt Service Payment Amount through and including the Open Prepayment Date together with payment in full of the Outstanding Principal Balance as of the Open Prepayment Date (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 wholly satisfactory to Lender (including, without limitation, such instruments as may be required by the Bond Trustee regarding depository institution holding such securities to effectuate book-entry transfers and pledges through the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (ibook-entry facilities of such institution) the compliance in order to create a first priority security interest therein in favor of the conditions Lender in conformity with all applicable state and federal laws governing granting of such security interests; (B) 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"), which shall provide, among other things, that any payments generated by the Defeasance Collateral shall be paid directly to Lender and applied by Lender in satisfaction of all amounts then due and payable hereunder and any excess received by Lender from the Defeasance Collateral over the amounts payable by Borrower hereunder or under the Note shall be refunded to Borrower promptly after each Monthly Payment Date; (C) a certificate of Borrower certifying that all of the Security requirements set forth in this Section 2.4.2 have been satisfied; (D) an opinion of counsel for Borrower in form and Covenant Defeasancesubstance and delivered by counsel reasonably satisfactory to Lender in its sole discretion stating, among other things, that (ii1) Lender has a perfected first priority security interest in the Defeasance Collateral and that the Defeasance Pledge constitutes Security Agreement is enforceable against Borrower (and Successor Borrower, as applicable) in accordance with its terms; and (2) that any REMIC Trust formed pursuant to a valid, perfected and enforceable security in favour Securitization will not fail to maintain its status as a "real estate mortgage investment conduit" within the meaning of Section 860D of the Bond Trustee Code as a result of such defeasance; (E) at Lender's request, a Rating Agency Confirmation from each applicable Rating Agency or each such Rating Agency as is required by Lender; (F) a certificate from a firm of independent public accountants acceptable to Lender certifying that the Defeasance Collateral is sufficient to satisfy the provisions of Section 2.4.2(a)(iii)(A) above; (G) such other certificates, documents or instruments as Lender may reasonably require; and (H) in connection with the conditions set forth above in this Section 2.4.2(a)(iii), Borrower hereby appoints Lender as its agent and attorney in fact for the benefit purpose of using the Bondholders which will not be subject amounts delivered pursuant 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 Section 2.4.2(a)(iii)(A) above to purchase the Defeasance Pledge was established and the corporate domicile of the Issuer,Collateral.

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) When the principal or redemption price (as the case may be) of, and interest on all Bonds issued hereunder have been paid, or provision has been made for payment of the same, together with the compensation of the Trustee and all other sums payable hereunder by the Issuer, the right, title and interest of the Trustee in and to the Trust Estate shall thereupon cease, and the Trustee, on written demand of the Issuer, shall release this Indenture and shall execute such documents to evidence such release as may be reasonably required by the Issuer and shall turn over to the Issuer or to such person, body or authority as may entitled to receive the same all balances then held by it hereunder; provided, that if any payments have been received by the Trustee from the Credit Facility in connection with such release, such balances shall be paid to the Credit Facility Issuer to the extent of such payments. If payment or provision therefor is made with respect to less than all of the Bonds, the particular Bonds (or portion thereof) for which provision for payment shall have irrevocably pledged to been considered made shall be selected by lot by the Bond Trustee and thereupon the Trustee shall take similar action for the benefit release of the Bondholders cash or government bonds accepted by the Bond Trustee this Indenture with respect to such Bonds. (the “Defeasance Pledge”b) in such amounts as will be sufficient Provision for the payment of Bonds shall be deemed to have been made when the Trustee holds in the Bond Fund, in trust and irrevocably sets aside exclusively for such payment, (i) moneys sufficient to make such payment provided that if a Credit Facility is then held by the Trustee, such moneys shall constitute Available Moneys or (ii) moneys and/or noncallable Government Obligations maturing as to principal (including if applicable premium payable upon exercise of a Call Option) and interest in such amounts and at such times as will provide sufficient moneys without reinvestment to make such payment (as verified to the Trustee by an investment banking firm or independent certified accounting firm); provided that such provision for payment may only be made after the Conversion Date, and provided further, that if a Credit Facility is then held by the Trustee, such moneys and/or Government Obligations shall have been on deposit with the Outstanding Trustee in a separate and segregated account for a period of 366 days during and prior to which no Event of Bankruptcy has occurred or which Government Obligations were purchased with Available Moneys. No Bonds to Final Maturity Date (or redemption upon in respect of which a exercise of a notified Call Option) or any other amount agreed between the Parties; deposit under clause (b) no Event above has been made shall be deemed paid within the meaning of Default shall have occurred and be continuing this Article unless the Trustee is satisfied that the amounts deposited are sufficient to make all payments that might become due on the date of establishment of Bonds. Notwithstanding the Defeasance Pledgeforegoing, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable no delivery to the Defeasance Pledge Trustee under this subsection (or the relevant period for non-Norwegian companiesb) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as deemed a replacement payment of the security established any Bonds which are to be redeemed 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,their stated maturity until such

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: (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; 38 (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 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 (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, 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 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, together with the compensation of the Trustee and all other sums payable hereunder by the Company, the right, title and interest of the Trustee in and to the Trust Estate shall thereupon cease, and the Trustee, on written demand of the Company, shall release this Indenture and shall execute such documents to evidence such release as may be reasonably required by the Company 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 it hereunder; provided, that if any payments have been received by the Trustee from the Credit Facility in connection with such release, such balances shall be paid to the Credit Facility Issuer to the extent of such payments. If payment or provision therefor is made with respect to less than all of the Bonds, the particular Bonds (or portion thereof) for which provision for payment shall have irrevocably pledged to been considered made shall be selected by lot by the Bond Trustee and thereupon the Trustee shall take similar action for the benefit release of the Bondholders cash or government bonds accepted by the Bond Trustee this Indenture with respect to such Bonds. (the “Defeasance Pledge”b) in such amounts as will be sufficient Provision for the payment of Bonds shall be deemed to have been made when the Trustee holds in the Bond Fund, in trust and irrevocably sets aside exclusively for such payment, (i) moneys sufficient to make such payment, provided that if a Credit Facility is then held by the Trustee, such moneys shall constitute Available Moneys or (ii) noncallable Government Obligations maturing as to principal and interest in such amounts and at such times as will provide sufficient moneys without reinvestment to make such payment and, while in the Bonds are in Variable Rate, written notification from S & P and Moody's that the then current ratings on the Bonds shall not be withdrawn or reduced; provided that such provision for payment may only be made after the Fixed Rate Conversion Date, and provided further, that if a Credit Facility is then held by the Trustee, such Government Obligations shall have been on deposit with the Trustee in a separate and segregated account for a period of 366 days during and prior to which no Event of Bankruptcy has occurred or which Government Obligations were purchased with Available Moneys. No Bonds in respect of which a deposit under clause (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 Registered Owners or purchased by the Company in lieu of redemption, if any. 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 or the Company shall have given the Trustee, in form satisfactory to the 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 payment of the principal of, redemption price of, purchase price if applicable premium payable upon exercise of a Call Option) 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 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 Registered 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;Bond Register. (c) Anything in Article XII to the contrary notwithstanding, if moneys or Government 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 Registered Owner of each of the Bonds affected thereby. Notwithstanding the foregoing, those provisions relating to the maturity of Bonds, interest payments and dates thereof, and the dates, premiums and notice requirements for optional and mandatory redemption 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 Defeasance Pledge safekeeping and cancellation of Bonds, nonpresentment of Bonds, the holding of moneys in trust and repayments to the Company or the Credit Facility 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 Company and the Registered Owners, 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(i) Notwithstanding any provisions of this Section 2.04 to the contrary, at its option and at any timeincluding, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Security and Covenant Defeasance”): without limitation, subsection (a) of this Section 2.04, at any time other than during a REMIC Prohibition Period, Borrower may cause the Issuer shall have irrevocably pledged to the Bond Trustee for 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: (bA) no Event of Default has occurred and is continuing 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, 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 2.04(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 lender, creating a first priority security interest in favor of Lender in the Defeasance PledgeCollateral and the Defeasance Collateral Account, 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) direct non-callable obligations of 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, to the Bond Trustee extent the applicable Rating Agencies rating the Securities have confirmed in writing that such obligations will not cause a downgrade, withdrawal or qualification of the initial, or, if higher, then applicable ratings of the Securities, 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, 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 on the Maturity Date) for the balance of the term hereof (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 wholly satisfactory to Lender in its sole discretion (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 the granting of such security interests; (3) a certificate signed of Borrower certifying that all of the requirements set forth in this Section 2.04(b)(i) have been satisfied; (4) one or more opinions of counsel for Borrower in form and substance and delivered by its Chief Executive Officer counsel which would be satisfactory to a prudent lender opining, among other things, and subject only to customary qualifications and assumptions, that (i) Lender has a perfected first priority security interest in the Defeasance Collateral and the Defeasance Collateral Account 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 a voidable 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 Lender in its sole discretion from an Acceptable Accountant certifying that the Defeasance Collateral will generate amounts sufficient to make all payments of principal and interest due under the Note (including the scheduled outstanding principal balance of the Loan due on the Maturity Date); and (e6) such other certificates, documents and instruments as Lender may in its sole discretion 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 2.04(b)(i), 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 will, at Borrower’s expense, execute and deliver any agreements reasonably requested by Borrower (x) to release the lien of the Mortgage and the other Loan Documents from the Property and (y) the Borrower from all obligations with respect to the Property. (iii) Upon the release of the Property in accordance with this Section 2.04(b), Borrower may elect to assign, or at Lender’s sole and absolute discretion, Lender may require Borrower to assign, all of 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 Lender in its sole and absolute discretion 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 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 the Note, the Defeasance Pledge constitutes a validSecurity Agreement and the other Loan Documents, 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 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, 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 Note, under the other Loan Documents and under the Defeasance Security Agreement. (iv) For purposes of this Section 2.04, “REMIC Prohibition Period” means the two-year period commencing with the “startup day” within the meaning of Section 860G(a)(9) of the jurisdiction where Internal Revenue Code of any REMIC Trust that holds the Defeasance Pledge was established and Note. 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 2.04(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 Owner Trustee may, at its option and at any time, elect defease the interest of the Indenture Trustee in the Indenture Estate in whole, but not in part, through the deposit with the Defeasance Trustee, in accordance with the provisions of this Section 10.05, of cash and/or Government Obligations; provided, however, that such defeasance shall not be applicable in respect of the Series SWA 1995 Trust N603SW-I Certificates. Such deposit shall be made pursuant to a declaration or other appropriate instrument of trust satisfactory in form and substance to the Defeasance Trustee and the Indenture Trustee; such deposit shall be absolute and irrevocable and the instrument of trust shall expressly provide that the Owner Trustee shall have certain obligations discharged no further title to or interest in or power to direct the use or application of the cash and/or Government Obligations so deposited or any of the proceeds arising therefrom; such instrument shall state that the trust created thereby and the cash and/or Government Obligations deposited pursuant thereto are for the sole and exclusive benefit of the Holders and shall expressly provide that the Defeasance Trustee shall apply such cash and payments of principal and/or interest on such Government Obligations to, and only to, the punctual payment of the principal and interest on the Certificates as and when such payments become due (see Clause 18.2.2) upon complying such declaration or instrument to contain appropriate provisions for the recording of transfers of Certificates and the names and addresses of the Holders); and the Owner Trustee shall agree to pay, as the same shall become due and payable, all fees, costs and charges of the Defeasance Trustee under such instrument of trust, including those which may become payable after the date the conditions hereinbelow specified have been met. Upon compliance with the following conditions, and provided, that no Indenture Event of Default or Indenture Default shall have occurred and be continuing on a date 91 days after the date of the deposit of Government Obligations and/or cash with the Defeasance Trustee as provided in Subsection A below, the Owner Trustee's obligations with respect to the Certificates will be discharged and this Indenture shall terminate as provided in Section 10.01: A. the Owner Trustee shall have deposited with the Defeasance Trustee absolutely and irrevocably (irrespective of whether the conditions (“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 the Defeasance Pledge, or insofar cash and/or Government Obligations 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 Partiescontemplated hereby; (c) if C. 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, TRUST INDENTURE AND SECURITY AGREEMENT [N603SW] -48- 55 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 Subsection A hereof; D. 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 Owner Trustee shall have delivered to the Bond Defeasance Trustee, the Indenture Trustee any certificate and the Certificate Holders an opinion of counsel in form and substance satisfactory to the Indenture Trustee to the effect that (1) the trust declaration or legal opinion reasonably required other instrument, as the case may be, is legal, valid, binding and enforceable in accordance with its terms for the sole benefit and use of the Holders, is irrevocable and the Government Obligations and/or cash deposited thereunder and the proceeds thereof and therefrom are held by the Bond Defeasance 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 thereunder in favour of the Bond Trustee trust solely for the benefit of the Bondholders which Holders and will not be subject to any rights valid interest, lien, claim or encumbrance of creditors any other Person, including the Owner Trustee or the Owner Participant or any Person claiming by, through, under or in the name or on behalf of the Issuer Owner Trustee or the Owner Participant or any bankruptcy, insolvency, reorganization creditor or similar laws affecting creditors rights generally under the laws beneficiary of the jurisdiction where Owner Trustee or the Owner Participant, or by any court or trustee in bankruptcy and (2) such deposit will not constitute a preferential transfer or a fraudulent conveyance under any bankruptcy or other similar law and shall cover such other matters as the Indenture Trustee may reasonably require in connection with such final deposit and matters relating thereto; E. the Owner Trustee shall have delivered to the Defeasance Pledge was established Trustee, the Indenture Trustee and the corporate domicile Certificate Holders an Officers' Certificate and an Opinion of Counsel (1) to the effect that there has been published by the Internal Revenue Service a ruling, or (2) since the date of this Agreement that there has been a change in or clarification of the Issuer,applicable Federal income tax law, in either case to the effect that Holders will not recognize income, gain or loss for Federal income tax purposes as a result of the exercise by the Owner Trustee of its option under Section 10.01(a)(iii) and will be subject to Federal income tax on the same amounts and in the same manner and at the same times, as would have been the case if such option had not been exercised; and F. the Owner Trustee shall have (1) taken such further action and executed such further documents as may be reasonably required by any Holder, the Indenture Trustee or the Defeasance Trustee and (2) delivered to the Defeasance Trustee, the Indenture Trustee and to the Holders a certificate of a Responsible Officer of the Owner Trustee stating that all conditions precedent herein to the defeasance of the Certificates contemplated by this Section 10.05 have been satisfied. The Owner Participant will pay all expenses (including, without limitation, reasonable legal fees) incident to the implementation of the transactions contemplated by this Section 10.05. For the purpose of this Article 10, the following terms have the following definitions:

Defeasance. 18.2.1 The Issuer mayWhen there are in the applicable account within the Debt Service Fund sufficient funds, at its option and at any time, elect to have certain obligations discharged or Government or Equivalent Obligations described in clause (see Clause 18.2.2i) upon complying with the following conditions or (“Security and Covenant Defeasance”): (aii) 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”Subsection 102(t) in such amounts principal amounts, bearing interest at such rates and with such maturities as will provide sufficient funds to pay or redeem a series of Bonds in full, and when all other amounts due under the Bond Documents with respect to such series of Bonds have been paid and the rights hereunder and thereunder of the Agency, the Disbursing Agent and the Bondowner have been provided for, upon written notice from the Borrower to the Agency and the Bondowner, the Bondowner shall cease to be sufficient for entitled to any benefit or security with respect to such series of Bonds under this Agreement except that the Bondowner shall have the right to receive payment of principal the funds deposited and held for payment and other rights which by their nature cannot be satisfied prior to or simultaneously with termination of the lien hereof (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 obligations of the Defeasance PledgeBorrower under Sections 306 and 1007), or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable title to the Defeasance Pledge Mortgaged Property shall revert to the Borrower, the security interests created by this Agreement (or except in such funds and investments) shall terminate, and the relevant period for non-Norwegian companies) or Agency and the Bondowner shall execute and deliver such instruments as may be necessary to discharge the lien and security interests created hereunder; provided, however, that if any other date agreed between the Parties; (c) if the of 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) maturity thereof, the Issuer Agency shall have delivered taken all action necessary to redeem such Bonds and notice of such redemption shall have been duly given in accordance with this Agreement. Upon such defeasance, the funds and investments required to pay or redeem the Bonds in full shall be irrevocably set aside for that purpose, subject, however, to Section 314 hereof, and moneys held for defeasance shall be invested only as provided above in this section. Any funds or property held by the Disbursing Agent and not required for payment or redemption of the Bonds in full or to pay any other amounts owing under the Bond Documents shall, after satisfaction of all the rights of the Agency and after allowance for any payments required to be made pursuant to Section 306, be distributed to the Bond Trustee a certificate signed by its Chief Executive Officer that Borrower upon such indemnification, if any, as 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 Agency and the corporate domicile of the Issuer,Disbursing Agent may reasonably require.

Defeasance. 18.2.1 The Issuer mayWhen principal or Redemption Price (as the case may be) of, at its option and at any timeinterest on, elect to all Bonds issued hereunder have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Security and Covenant Defeasance”): (a) the Issuer shall have irrevocably pledged to the Bond Trustee been paid, or provision has been made for the benefit payment of the Bondholders cash same when due in the manner described in this Section 1201, whether at maturity or government bonds accepted upon redemption, acceleration, or otherwise, together with all other sums payable hereunder or under the Loan Agreement, the right, title and interest of the Trustee shall thereupon cease (except with respect to moneys or securities held by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient hereunder for the payment of the principal or Redemption Price (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 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 written demand of the Defeasance PledgeAuthority, or insofar shall release the lien of this Indenture and shall execute documents to evidence such release 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 may 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 Authority, shall surrender the Series 2007 Note to the Borrower and shall turn over to the Borrower or to such person, body or authority as may be entitled to receive the same all balances then held by it hereunder. Provision for the payment of Bonds shall be deemed to have been made upon the delivery to the Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on of (i) cash in an amount which, when added to any other moneys held by the compliance of the conditions of the Security Trustee and Covenant Defeasanceavailable for such payment, would be sufficient to make all payments specified above, or (ii) Government Obligations which are non callable prior to the stated maturity thereof and having stated maturities arranged so that the Defeasance Pledge constitutes principal of and interest becoming due and payable on such Government Obligations will, under any and all circumstances (and without further investment or reinvestment of either the principal amount thereof or the interest earned thereon), be sufficient (as confirmed by a validnationally recognized firm of public accountants) to make all such payments, perfected or (iii) any combination of such cash and enforceable security such Government Obligations the amounts of which and interest thereon, when due, are or will be, in favour the aggregate, sufficient to make all such payments, and in each case, the delivery to the Trustee of (a) an opinion of Bond Counsel to the effect that such defeasance is permitted under this Section 1201 and (b) an opinion of Counsel selected by the Trustee and reasonably acceptable to the Borrower as to such other matters as the Trustee may reasonably request. Neither the obligations nor moneys deposited with the Trustee pursuant to this Section shall be withdrawn or used for any purpose other than, and shall be segregated and held in trust for the payment of the Bond Trustee for the benefit principal of, Redemption Price and interest on said Bonds. The release of the Bondholders which will not be subject to any rights of creditors obligations of the Issuer or any bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally Authority under this Section 1201 shall not affect the laws obligations of the jurisdiction where Borrower to make direct payments to the Defeasance Pledge was established and Authority or the corporate domicile of Trustee pursuant to the Issuer,Loan 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) Provided that no Event of Default has occurred and is continuing, after the Issuer earlier to occur of (i) two (2) years after the Start-Up Day and (ii) three (3) years after the Closing Date, Borrower may voluntarily defease all of the Loan. (b) Any defeasance of the Loan by Borrower shall have irrevocably pledged be made on a Payment Date. (c) Borrower shall not be permitted at any time to defease all or any part of the Loan except as expressly provided in this Section 2.6. (d) Subject to the Bond Trustee for terms and conditions of this Agreement, Borrower may defease the benefit of the Bondholders cash or government bonds accepted by the Bond Trustee Loan if Borrower: (i) provides not less than fifteen (15) days prior written notice to Lender specifying a Payment Date (the “Defeasance PledgeRelease Date”) on which the payments provided in clauses (ii), (iii) and (iv) below are to be made and the deposit provided in clause (v) below is to be made, (ii) pays all interest accrued and unpaid on the Principal Indebtedness to and including the Defeasance Release Date, (iii) pays all reasonable fees and expenses associated with the defeasance of the Loan (including, without limitation, fees of Rating Agencies and accountants, and fees incurred in connection with the delivery of opinion letters related to such defeasance) and all other sums then due and payable under the Loan Documents, (iv) deposits with Lender an amount equal to the Defeasance Deposit or at Lender’s request delivers to Lender all the U.S. Obligations (A) having maturity dates on or prior to, but as close as possible to, successive scheduled Payment Dates (after the Defeasance Release Date) upon which Payment Dates interest and principal payments are required under the Note through and including the Maturity Date and (B) in amounts as will be sufficient to pay all scheduled principal and interest payments on the Note on each Payment Date through and including the Maturity Date and any tax payable in respect of income earned by Borrower or Successor Obligor from such U.S. Obligations, and (v) delivers to Lender (A) a security agreement, in form and substance satisfactory to Lender, creating a first priority perfected Lien on the deposits required pursuant to this Section 2.6 and the U.S. Obligations purchased on behalf of Borrower in accordance with this Section 2.6 (the “Security Agreement”), (B) for execution by Lender, a release of the Property from the lien of the Mortgage in a form appropriate for the payment jurisdiction in which the Property is located, (C) an Officer’s Certificate of principal (including if applicable premium payable upon exercise of a Call Option) and interest on Borrower certifying that 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) requirements set forth in this Section 2.6 have been satisfied including, without limitation, that no Event of Default shall have has occurred and be continuing is continuing, (D) an opinion of Borrower’s counsel in form and substance satisfactory to Lender stating, among other things, (x) that, the U.S. Obligations have been duly and validly assigned and delivered to Lender and Lender has a first priority perfected security interest in and Lien on the date deposits required pursuant to this Section 2.6 and a first priority perfected security interest in and Lien on the U.S. Obligations purchased pursuant hereto and the Proceeds thereof and (y) that the defeasance will not adversely affect the status of establishment any REMIC formed in connection with a Secondary Market Transaction, and (E) such other certificates, documents or instruments as Lender may request including, without limitation, (x) written confirmation from the relevant Rating Agencies that such defeasance will not cause any Rating Agency to withdraw, qualify or downgrade the then-applicable rating on any security issued in connection with any Secondary Market Transaction and (y) a certificate from an Independent certified public accountant certifying that the amounts 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 U.S. Obligations comply with all 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 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; andthis Agreement. (e) the Issuer The U.S. Obligations shall have delivered mature on or be redeemable, or provide for payment thereon, on or prior to the Bond Trustee any certificate or legal opinion reasonably required by Business Day immediately preceding the Bond Trustee regarding date on which payments under the Security Note are due and Covenant Defeasance or Defeasance Pledgepayable and the proceeds thereof shall be payable directly to the Cash Collateral Account. In connection with the foregoing, 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 Borrower appoints Lender as Borrower’s agent for the benefit purpose of applying the Bondholders which will not be subject amounts delivered pursuant 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,clause (d) above to purchase U.S.

Defeasance. 18.2.1 The Issuer may(S) 9.01. If and when the principal of, and the interest on, all the Securities outstanding hereunder and all other sums due hereunder shall have been well and truly paid at the times and in the manner therein and herein expressed, or provision for payment shall have been made therefor pursuant to (S) 9.02, this Indenture shall cease and determine, and, at the written request of the Company, accompanied by the officers' certificate and opinion of counsel required by (S) 13.03, and upon payment of the costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this indenture, the Trustee shall cancel and satisfy this Indenture. (S) 9.02. The Company shall be released from its option and at obligations under the Securities of any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Security and Covenant Defeasance”):series: (a) the Issuer shall have irrevocably pledged if, at or prior to the Bond Trustee maturity of the Securities of such series, the Company shall deposit with the Trustee, in trust for the pro rata benefit of the Bondholders cash holders thereof, either: (i) funds sufficient to pay or government bonds accepted provide for payment of all sums, for principal and interest and premium, if any, due or to become due on such Securities at the time outstanding, and shall pay all costs, charges and expenses incurred or to be incurred by the Bond Trustee in relation thereto or in carrying out the provisions of this Indenture, or (the “Defeasance Pledge”ii) in such amounts amount of U.S. Government Obligations as will together with the income to accrue thereon without consideration of any reinvestment thereof, be sufficient to pay all sums, for principal and interest and premium, if any, due or to become due on such Securities at the time outstanding, and shall pay all costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of said principal (including if applicable premium payable upon exercise of a Call Option) and interest on the Outstanding Bonds and premium, if any, with respect to Final Maturity Date (or redemption upon a exercise of a notified Call Option) or any other amount agreed between the Parties; such Securities; 66 (b) no Event of Default shall have occurred and be continuing on the date of establishment if any of the Defeasance Pledge, or insofar as Events Securities of Default from bankruptcy or insolvency events such series 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 securedbe redeemed prior to maturity, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (d) the Issuer Company shall have delivered to the Bond Trustee (1) an officers' certificate to the effect that notice of redemption of all outstanding Securities of such series on a specified redemption date has been given as herein provided, unless the Trustee has given such notice on behalf of the Company; or (2) an officers' certificate signed by its Chief Executive Officer to the effect that arrangements have been made insuring to the Defeasance Pledge was not made satisfaction of the Trustee that such notice will be so given, unless the Trustee has given such notice on behalf of the Company; or (3) a written instrument executed by the Issuer with Company under its corporate seal, and expressed to be irrevocable, authorizing the intent of preferring the Bondholders over any other creditors Trustee to give such notice for and on behalf 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,Company;

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, on any Payment Date, there is held by the Trustee Defeasance Collateral (which may include the balance on deposit in the Liquidity Reserve Account, to the extent it is invested in cash and Defeasance Collateral, if so elected by the Issuer), and in such principal amounts bearing interest at such rates and with such maturities as will provide, according to verification by a nationally recognized firm of independent certified public accountants, sufficient funds to pay (1) all scheduled principal of and interest (if Notes are to be redeemed before the Maturity Date), on the Notes to the Redemption Date or the Maturity Date as shall be elected by the Issuer, and (2) all Defeasance Expenses (in cash) due to the Noteholders, the Trustee and the Servicer, then upon written notice from the Issuer shall have irrevocably pledged to the Bond Trustee and to the Noteholders, the Trustee and the Noteholders shall cease to be entitled to any benefit or security under this Indenture except for the right to receive payment of the funds so held and other rights which by their nature cannot be satisfied prior to or simultaneously with termination of the lien hereof, the security interests created by this Indenture (except in such funds and investments) shall terminate, and the Issuer and the Trustee shall execute and deliver such instruments as may be necessary to discharge the Trustee's lien and security interests created hereunder for the benefit of the Bondholders cash or government bonds accepted Trustee and the Noteholders. Upon such defeasance, the funds and investments required to pay the Notes and to pay the Defeasance Expenses shall be irrevocably set aside for that purpose, and money held for defeasance shall be invested only as provided above in this section and applied by the Bond Trustee (to the “Defeasance Pledge”) in such amounts as will be sufficient for retirement of the Notes and 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, Expenses. Any funds or insofar as Events property held by the Trustee and not required for payment or redemption of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable Notes and payment of Defeasance Expenses shall be distributed 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 order of the Issuer or with upon such indemnification, if any, as the intent of defeatingTrustee may reasonably require. If any Notes are to be defeased to a Redemption Date before the Maturity Date, hindering, delaying or defrauding any other creditors of the Issuer or others; and (e) the Issuer Notes to be defeased 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 redemption on such Redemption Date at the Issuer or any bankruptcyRedemption Price, 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 Trustee shall be deemed to have been instructed to distribute and shall distribute a notice of the Issuer,redemption of such Notes as and when required hereunder.

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 G 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 (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) If the Issuer Corporation shall have irrevocably pledged pay or cause to be paid to the Bond Trustee for Bondholders of a Series the benefit principal or Redemption Price of and interest thereon, at the times and in the manner stipulated therein, herein, and in the applicable Supplemental Indenture, then the pledge of the Bondholders cash or government bonds accepted Trust Estate and all other rights granted hereby to such Bonds shall be discharged and satisfied. In such event, the Trustee shall, upon the request of the Corporation, execute and deliver such documents to evidence such discharge and satisfaction as may be reasonably required by the Bond Trustee (Corporation, and all money or investments thereof held by it pursuant hereto and to the “Defeasance Pledge”) in such amounts as will be sufficient applicable Supplemental Indenture which are not required 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 of Bonds of such Series shall be paid or delivered by the Trustee as follows: First, to the Arbitrage Rebate Fund, the amount required to be deposited therein in accordance with the direction of an Authorized Officer of the Corporation; second, to each Provider the Provider Payments which have not been repaid, pro rata, based upon a exercise of a notified Call Option) the respective Provider Payments then unpaid to each Provider; and, then, the balance thereof to the Corporation. Such money or investments thereof so paid or delivered shall be released from any other amount agreed between the Parties;trust, pledge, lien, encumbrance, or security interest created hereby. (b) no Event Bonds for the payment or redemption of Default which money shall have occurred been set aside and shall be continuing held in trust by the Trustee (through deposit of money for such payment or redemption or otherwise) at the maturity or redemption date thereof shall be deemed to have been paid within the meaning and with the effect expressed in paragraph (a) of this Section. All Outstanding Bonds of any Series or any maturity within a Series or a portion of a maturity within 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 if: (i) in case any of said Bonds are to be redeemed on any date prior to their maturity, the Corporation shall have given to the Trustee, in form satisfactory to it, irrevocable instructions to give as provided in Article IV hereof notice of redemption on said 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 Bonds; (cii) if there shall have been deposited with the Bonds are secured, the Defeasance Pledge Trustee either money in an amount which shall be considered as sufficient, or Defeasance Securities the principal of and interest on which when due will provide money which, together with the money, if any, deposited with the Trustee at the same time, shall be sufficient in the judgment of a replacement of nationally recognized verification agent to pay when due the security established principal, or Redemption Price, if applicable, and interest due and to become due on said Bonds on and prior to the Defeasance Pledgeredemption date or maturity date thereof, as the case may be; (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 At any time prior to the Bond Trustee for Payment Date that is six (6) months prior to the benefit Anticipated Repayment Date of the Bondholders cash or government bonds accepted by the Bond Trustee any outstanding Series (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 Indenture relating to ownership and operation of the Tower Sites by delivering United States government securities that provide for payments which replicate the payment required payments on all of principal the Notes then outstanding and the Indenture Trustee Fee and Workout Fees, if any, through the Defeasance Payment Date for each Series of Notes (including if applicable premium payable upon exercise payment in full of a Call Option) and interest 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 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 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 the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior U.S. government securities providing for payments equal to the Scheduled Defeasance Pledge; (d) Payments. In addition, the Issuer shall have deliver to the Servicer on behalf of the Indenture Trustee (1) a security agreement granting the Indenture Trustee a first priority perfected security interest on the U.S. government securities so delivered by the Issuer, (2) an Opinion of Counsel as 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 Date (or if the Defeasance Date is not a Payment Date, due after the next Payment Date) and all principal due upon maturity for each Class of Notes, and all Indenture Trustee Fee and Workout Fees, 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-consolidation Opinion of Counsel reasonably satisfactory to the 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 pledged U.S. government securities and (ii) an Opinion of Counsel reasonably satisfactory to the Indenture Trustee has been delivered to the Indenture Trustee that the Defeasance Pledge was Issuer will not made by be required to register as an investment company under the Issuer with Investment Company Act. The new entity shall assume the intent of preferring the Bondholders over any other creditors obligations of the Issuer or with under the intent Notes being defeased and the security agreement and the Obligors and the Guarantor shall be relieved of defeating, hindering, delaying or defrauding any other creditors of their obligations in respect thereof under the Issuer or others; and (e) the Transaction Documents. The Issuer shall have delivered pay Ten Dollars ($10) 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 such new entity as consideration 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,assuming such obligations.

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.