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 an exercise of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; and (e) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance of the conditions of the Security and Covenant Defeasance, (ii) that the Defeasance Pledge constitutes a valid, perfected and enforceable security in favour of the Bond Trustee for the benefit of the Bondholders which will not be subject to any rights of creditors of the Issuer or any bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer,

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Security and Covenant Defeasance”): (a) With respect to a release of the Issuer Lien of this Mortgage with respect to all of the Properties pursuant to Section 38(b) hereof other than in connection with a total repayment on the Maturity Date (the "Defeasance"), the Grantor shall have irrevocably pledged deposit Defeasance Collateral in accordance with subsection (B) below to the Bond Trustee for Defeasance Collateral Account. In no event shall the benefit deliverance of Defeasance Collateral cause the Bondholders cash or government bonds accepted by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will Grantor to be sufficient for the payment released from its obligations to make payments of principal (including if applicable premium payable upon exercise of a Call Option) and interest on the Outstanding Bonds to Final Maturity Date (or redemption upon an exercise of a notified Call Option) or any other amount agreed between the Parties;Notes. (b) no Event The Defeasance shall be permitted at such time as all of Default the following events shall have occurred and be continuing on 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 occurred: (i) the compliance Defeasance Collateral Account shall have been established pursuant to Section 47 hereof and all amounts of principal and interest due on the Class B Note have been prepaid in accordance with the terms of the conditions of the Security and Covenant Defeasance, Class B Note; (ii) that if the Mortgage Loan is held by a REMIC, a period of more than two years shall have elapsed since the date on which the Mortgage Loan is deposited into such REMIC; (iii) Grantor shall have delivered or caused to have been delivered to Beneficiary the Defeasance Pledge constitutes a valid, perfected and enforceable security in favour of the Bond Trustee Collateral 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 deposit into the Defeasance Pledge was established Collateral Account such that it will satisfy the Total Defeasance Collateral Requirement at the time of delivery and all such Defeasance Collateral, if in registered form, shall be registered in the corporate domicile name of Beneficiary or its nominee (and, if registered in nominee name endorsed to Beneficiary or in blank) and, if issued in book-entry form, the Issuer,name of Beneficiary or its nominee shall appear as the owner of such securities on

Defeasance. 18.2.1 The Issuer mayIf there is paid or caused to be paid from the Bond Fund to the Holders of all of the Bonds secured hereby the principal of, at its option premium, if any, and at interest which is and shall thereafter become due and payable thereon, together with all other sums payable hereunder by the Authority, then and in that case the rights, title and interest of the Trustee hereunder shall cease and terminate, and such Bonds shall cease to be entitled to any timelien, elect benefit or security under this Agreement. In such event, the Trustee shall transfer and assign to the Borrower all property then held by the Trustee, shall execute such documents as may be reasonably required by the Authority or the Borrower to evidence such transfer and assignment and shall turn over to the Borrower any surplus in the Bond Fund and any balance remaining in the Construction Fund. If the Authority shall pay or cause to be paid to the Holders of less than all of the outstanding Bonds the principal of, premium, if any, and interest which is and shall thereafter become due and payable upon such Bonds, such Bonds, or portions thereof, shall cease to be entitled to any lien, benefit or security under this Agreement. Any outstanding Bond, or any portion thereof in the principal amount of FIVE THOUSAND DOLLARS ($5,000) or any multiple thereof, shall be deemed to have certain obligations discharged (see Clause 18.2.2) upon complying been paid within the meaning and with the following conditions (“Security effect expressed in this Section 1301 when the whole amount of the principal of, premium, if any, and Covenant Defeasance”): interest on such Bond shall have been paid or when (a) in case said 112 119 Bonds or portions thereof have been selected for redemption in accordance with Section 301 hereof prior to their maturity, the Issuer Borrower shall have irrevocably pledged given to the Bond Trustee for irrevocable instructions to give in accordance with the benefit provisions of Section 302 hereof notice of redemption of such Bonds, or portions thereof, (b) there shall be on deposit with the Trustee moneys or Defeasance Obligations which shall not contain provisions permitting the redemption thereof other than at the option of the Bondholders cash holder, the principal of and the interest on which when due, and without any reinvestment thereof, will provide moneys which shall be sufficient to pay when due the principal of and interest due and to become due on said Bonds or government bonds accepted by portions thereof on or prior to the Bond Trustee redemption date or maturity date thereof, as the case may be, (the “Defeasance Pledge”c) in the event said Bonds, or portions thereof, do not mature and are not to be redeemed within the next succeeding sixty (60) days, the Borrower shall have given the Trustee irrevocable instructions to give notice, as soon as practicable in the same manner as a notice of redemption is given pursuant to Section 302 hereof, to the Holders of said Bonds, or portions thereof, stating that the deposit of moneys or Defeasance Obligations required by clause (b) of this paragraph has been made with the Trustee and that said Bonds are deemed to have been paid in accordance with this Section and stating such amounts as will maturity or redemption date upon which moneys are to be sufficient available for the payment of the principal (including if applicable premium payable upon exercise of a Call Option) and interest on the Outstanding Bonds to Final Maturity Date (or redemption upon an exercise of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledgesaid Bonds, or insofar as Events of Default from bankruptcy or insolvency events are concernedportions thereof, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (d) the Issuer Trustee shall have delivered received an opinion of counsel 113 120 experienced in bankruptcy matters, satisfactory to the Bond Trustee a certificate signed by its Chief Executive Officer Trustee, the Guarantor and the Authority, to the effect that the Defeasance Pledge was not made by the Issuer with the intent of preferring payment to the Bondholders over any other creditors of the Issuer or with moneys described in clause (b) of this paragraph would not constitute a voidable preference under the intent of defeating, hindering, delaying or defrauding any other creditors provisions of the Issuer or others; and United States Bankruptcy Code in the event of an Act of Bankruptcy, and (e) the Issuer Trustee shall have delivered received an Opinion of Counsel experienced in federal tax matters satisfactory to the Bond Trustee any certificate and the Authority, to the effect that the deposit of the moneys or legal opinion reasonably required Defeasance Obligations described in clause (b) of this paragraph would not adversely affect the treatment of the interest received by Bondholders as income from sources within the Commonwealth for purposes of the Code or otherwise would not result in an Event of Taxability (assuming continuing compliance by the Bond Borrower with the source of income covenants set forth in the Loan Agreement). Neither the moneys nor the Defeasance Obligations deposited with the Trustee regarding pursuant to this Section nor principal or interest payments on any such obligations shall be withdrawn or used for any purpose other than, and shall be held in trust for, the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance payment of the conditions principal of and interest on said Bonds, or portions thereof. If the Defeasance Obligations deposited with the Trustee pursuant to this Section are purchased with proceeds of refunding bonds issued by the Authority, such Defeasance Obligations must meet the requirements of the Security and Covenant Defeasance, (ii) that the Defeasance Pledge constitutes a valid, perfected and enforceable security in favour Act. If payment of less than all of the Bond Bonds is to be provided for in the manner and with the effect expressed in this Section, the Trustee shall select such Bonds, or portions thereof, in the 121 manner specified in Section 301 hereof for the benefit selection for redemption of less than all of the Bondholders which will not be subject Bonds in the principal amounts designated to any rights of creditors of the Issuer or any bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under Trustee by the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer,Borrower.

Defeasance. 18.2.1 The Issuer may(a) Notwithstanding anything to the contrary contained in the Note, this Deed of Trust or the other Loan Documents, at any time after the second (2nd) anniversary of the date that is 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 this Deed of Trust and provided (unless Beneficiary shall otherwise consent, in its option sole discretion) no default or Event of Default has occurred and at is continuing hereunder or under any timeof the other Loan Documents, elect Grantor shall have the right to have certain obligations discharged obtain the release of the Property from the lien of this Deed of Trust and the other Loan Documents (see Clause 18.2.2the "Defeasance") upon complying with the satisfaction of each of the following conditions precedent: (“1) not less than thirty (30) days' prior written notice to the Beneficiary specifying a regular Payment Date under the Note (the "Defeasance Election Date") on which the Defeasance Deposit (hereinafter defined) is to be made; (2) the remittance to the Beneficiary on the related Defeasance Election Date of interest accrued and unpaid on the outstanding principal amount of the Note to and including the Defeasance Election Date and the scheduled amortization payment due on such Defeasance Election Date, together with all other amounts then due and payable under the Note, this Deed of Trust and the other Loan Documents; (3) the irrevocable deposit with the Beneficiary of an amount (the "Defeasance Deposit") of U.S. Government Securities (hereinafter defined), which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, cash in an amount sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Beneficiary, to pay and discharge the Scheduled Defeasance Payments (hereinafter defined); (4) the delivery on or prior to the Defeasance Election Date to the Beneficiary of: (A) a security agreement, in form and substance satisfactory to the Beneficiary, creating a first priority lien on the Defeasance Deposit (the "Defeasance Security Agreement"), which Defeasance Security Agreement shall be included within the definition of "Deed of Trust" for purposes of each Loan Document from and Covenant Defeasance”):after the date of its execution; (B) a release of the Property from this Deed of Trust, the Assignment and any UCC Financing Statements relating thereto (for execution by the Beneficiary) in a form appropriate for cancellation of such documents in the jurisdiction in which the Property is located and termination of the Cash Management Agreement; (C) certificate of an authorized representative of Grantor certifying that the requirements set forth in this subparagraph (a) the Issuer shall have irrevocably pledged been satisfied; (D) an opinion of counsel for Grantor in form and substance satisfactory to the Bond Trustee Beneficiary to the effect that the Beneficiary has a perfected first priority security interest in the Defeasance Deposit; (E) an opinion of counsel for Beneficiary, prepared and delivered by the benefit servicer at Grantor's reasonable expense, stating that any trust formed as a REMIC in connection with any Secondary Market Transaction will not fail to maintain its status as a REMIC as a result of such Defeasance; (F) evidence in writing from the applicable Rating Agencies to the effect that the collateral substitution will not result in a downgrading, withdrawal or qualification of the Bondholders cash respective ratings in effect immediately prior to such Defeasance for any securities issued in connection with the Secondary Market Transaction which are then outstanding; and (G) such other certificates, documents or government bonds accepted by the Bond Trustee instruments as Beneficiary may reasonably request; (the “Defeasance Pledge”5) in such amounts as will be sufficient for the payment by Grantor to Beneficiary of principal all reasonable out-of-pocket costs and expenses (including if applicable premium payable upon exercise including, without limitation, reasonable attorneys' fees and disbursements) incurred or anticipated to be incurred by Beneficiary in connection with the release of a Call Optionthe Property from the lien of this Deed of Trust and the other Loan Documents pursuant to this Section 1.35 including, without limitation, Beneficiary's determination of whether Grantor has satisfied all of the related conditions and requirements set forth in this Section 1.35. (6) contemporaneous Defeasance election being undertaken and interest on completed relative to the Outstanding Bonds Olympia Property and pursuant to Final Maturity Date (or redemption upon an exercise the terms of a notified Call Option) or any other amount agreed between the Parties;Olympia Deed of Trust. (b) Upon compliance with the requirements of subparagraph (a) above, the Property shall be released from the lien of this Deed of Trust, the Assignment and any UCC Financing Statements related thereto, the obligations hereunder and under the other Loan Documents with respect to the Property shall no Event longer be applicable and the Defeasance Deposit shall be the sole source of Default collateral securing the Note. Beneficiary shall have occurred apply the Defeasance Deposit and be continuing the payments received therefrom to the payment of all scheduled principal and interest payments (the "Scheduled Defeasance Payments") due on all successive Payment Dates under the Note after the Defeasance Election Date including the payment due on the date of establishment of Maturity Date (as defined in the Defeasance PledgeNote). Grantor, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable pursuant to the Defeasance Pledge Security Agreement or other appropriate document, shall direct that the payments received from the Defeasance Deposit shall be made directly to Beneficiary and applied to satisfy the obligations of Grantor under the Note. In connection with such release, if Grantor shall continue to own any assets other than the Defeasance Deposit, Grantor shall establish or designate a single-purpose, bankruptcy-remote successor entity acceptable to Beneficiary (or the relevant period "Successor Trustor"), with respect to which a nonconsolidation opinion satisfactory in form and substance to Beneficiary has been delivered to Beneficiary (if such nonconsolidation opinion was required of Grantor in connection with the origination of the indebtedness secured hereby) in which case Grantor shall transfer and assign to the Successor Trustor all obligations, rights and duties under the Note and the Defeasance Security Agreement, together with the pledged Defeasance Deposit. The Successor Trustor shall assume the obligations of Grantor under the Note and the Defeasance Security Agreement, and Grantor shall be relieved of its obligations hereunder and thereunder. Grantor shall pay One Thousand and No/100 Dollars ($1,000.00) to the Successor Trustor as consideration for non-Norwegian companies) or any other date agreed between the Parties;assuming such Grantor obligations. (c) if the Bonds are securedAs used herein, the Defeasance Pledge term "U.S. Government Securities" shall be considered as a replacement mean securities that are direct obligations 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 United States 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 America for the benefit full and timely 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 its full faith and the corporate domicile of the Issuer,credit is pledged.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with On the date that the following conditions shall have been satisfied: (“Security and Covenant Defeasance”): (ai) the Issuer Transferor shall have irrevocably pledged deposited (x) in the Principal Funding Account, an amount such that the amount on deposit in the Principal Funding Account following such deposit is equal to the Bond Trustee for the benefit of the Bondholders cash or government bonds accepted by the Bond Trustee Class A Outstanding Principal Amount, and (the “Defeasance Pledge”y) in the Accumulation Period Reserve Account, an amount such amounts as will be that the amount on deposit in the Accumulation Period Reserve Account following such deposit is sufficient for the payment to pay and discharge (without relying on income or gain from reinvestment of principal (including if applicable premium payable upon exercise of a Call Optionsuch amount) and all remaining scheduled interest payments on the Outstanding Bonds to Final Maturity Date (or redemption upon an exercise of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default shall have occurred and be continuing Class A Securities on the date of establishment of dates scheduled for such payments in the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to the Defeasance Pledge Agreement; (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (dii) the Issuer Transferor shall have delivered to the Bond Trustee and the Insurer (a) an Opinion of Counsel to the effect that such deposit will not result in the Trust being required to register as an "investment company" within the meaning of the Investment Company Act of 1940, as amended, (b) an Opinion of Counsel to the effect that following such deposit none of the Trust, the Accumulation Period Reserve Account or the Principal Funding Account will be deemed to be an association (or publicly traded partnership) taxable as a corporation, (c) a certificate signed by its Chief Executive Officer of an officer of the Transferor stating that the Defeasance Pledge was Transferor reasonably believes that such deposit will not made by the Issuer cause a Pay Out Event or any event that, with the intent giving of preferring notice or the Bondholders over any other creditors lapse of time, or both, would constitute a Pay Out Event, to occur; (iii) the Trustee and the Insurer shall have received Rating Agency Confirmation with respect to such transaction, (iv) the Trustee shall have received confirmation from the Insurer that all amounts due and payable to the Insurer pursuant to the Insurance Agreement have been paid in full, and (v) the Trustee shall have received confirmation from the Insurer that the Aggregate Master Subordination Account Funding Requirement is then zero, the Series 2004-1 Securities will no longer be entitled to the security interest of the Issuer or with Trustee in the intent of defeatingReceivables and, hindering, delaying or defrauding any other creditors of the Issuer or others; and (e) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on except as set forth in clause (i) above, other Trust Property (a "Defeasance"), the compliance percentages applicable to the allocation to the Series 2004-1 Securityholders of Principal Collections, Finance Charge Collections and Defaulted Receivables will be reduced to zero, and the Class B Invested Amount will be reduced to zero. If, however, the conditions of the Security and Covenant Defeasancespecified in clauses (i), (ii), (iii) that and (iv) above are satisfied but the Defeasance Pledge constitutes a validcondition specified in clause (v) above is not satisfied, perfected and enforceable then the Class A Securities will no longer be entitled to the security in favour interest of the Bond Trustee for in the benefit Receivables and, except as set forth in clause (i) above, other Trust Property, the percentages applicable to the allocation to the Class A Securityholders of the Bondholders which Principal Collections, Finance Change Collections and Defaulted Receivables will not be subject reduced to any rights of creditors of the Issuer or any bankruptcyzero, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile percentages applicable to the allocation to the Class B Securityholders of the Issuer,Principal Collections, Finance Change Collections and Defaulted Receivables will be unchanged.

Defeasance. 18.2.1 The Issuer mayAny Outstanding Bond, at its option and at or any timeportion thereof, elect shall be deemed to have certain obligations discharged (see Clause 18.2.2) upon complying been paid within the meaning and with the following conditions (“Security effect expressed in Section 1301 when the whole amount of the principal of, premium, if any, and Covenant Defeasance”): (a) the Issuer interest on such Bond shall have irrevocably pledged been paid and the conditions set forth in clauses (iv) and (v) below shall have been satisfied or when (i) if such Bond or portion thereof shall have been selected for redemption in accordance with Section 301, the Borrower shall have given to the Bond Trustee for irrevocable instructions to give in accordance with the benefit provisions of Section 302 notice of redemption thereof; (ii) there shall be on deposit with the Trustee moneys or Defeasance Obligations, which shall not contain provisions permitting the redemption thereof other than at the option of the Bondholders cash or government bonds accepted by holder, the Bond Trustee principal of and the interest on which when due and without any reinvestment thereof, will provide moneys which shall be sufficient to pay when due the principal of, and interest due and to become due on said Bond; (the “Defeasance Pledge”iii) in the event the Maturity Date of said Bond will not occur or said Bond is not to be redeemed within the next succeeding 60 days, the Borrower shall have given the Trustee irrevocable instructions to give notice, as soon as practicable in the same manner as a notice of redemption is given pursuant to Section 302, to the Holder of said Bond or portion thereof, stating that the deposit of such amounts as will Moneys or Defeasance Obligations required by clause (ii) of this paragraph has been made with the Trustee and that said Bond is deemed to have been paid in accordance with this Section and stating such payment or redemption date or dates upon which moneys are to be sufficient available for the payment of the principal (including if applicable premium payable upon exercise of a Call Option) and interest on said Bond; (iv) the Outstanding Bonds Trustee shall have received an opinion of counsel, which counsel is experienced in bankruptcy matters, reasonably satisfactory to Final Maturity Date the Trustee and the Authority, to the effect that the payment to the Bondholder of the moneys described in clause (or redemption upon ii) of this paragraph would not constitute a transfer which may be avoided under any provision of the Federal Bankruptcy Code in the event of an exercise Act of a notified Call OptionBankruptcy; and (v) or any other amount agreed between the Parties; Trustee shall have received an opinion of counsel experienced in tax matters under the Code, reasonably satisfactory to the Trustee and the Authority, to the effect that, assuming, if necessary, that the Borrower will continue to comply with the covenants contained in Section 5.10 (a) and (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 securedLoan Agreement, 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, deposit described in clause (ii) that of this paragraph and the Defeasance Pledge constitutes a valid, perfected and enforceable security in favour payments to be made to the Bondholders therefrom would not adversely affect the treatment of the Bond Trustee for the benefit of interest received by 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 as income from sources within Puerto Rico under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer,Code. -----------------------------------------------------------

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

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

Defeasance. 18.2.1 The If the Issuer mayshall pay or provide for the payment of the entire indebtedness on all Series 2007A Bonds (including, at its option and at for the purposes of this Section 11.1, Series 2007A Bonds held by the Borrower outstanding in any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with one or more of the following conditions (“Security and Covenant Defeasance”):ways: (a) by paying or causing to be paid the principal of and interest on all Series 2007A Bonds outstanding, as and when the same become due and payable; (b) by depositing with the Bond Trustee, in trust, at or before maturity, moneys in an amount sufficient to pay or redeem (when redeemable) all Series 2007A Bonds outstanding (including the payment of interest payable on such Series 2007A Bonds to the maturity or redemption date thereof), provided that such moneys, if invested, shall be invested in Escrow Obligations in an amount, without consideration of any income or increment to accrue thereon, sufficient to pay or redeem (when redeemable) and discharge the indebtedness on all Series 2007A Bonds outstanding at or before their respective maturity dates; it being understood that the investment income on such Escrow Obligations may be used for any other purpose under the Act; (c) by delivering to the Bond Trustee, for cancellation by it, all Series 2007A Bonds outstanding; or (d) by depositing with the Bond Trustee, in trust, moneys or Escrow Obligations in such amount as the Bond Trustee shall determine will, together with the income or increment to accrue thereon, without consideration of any reinvestment thereof, be fully sufficient to pay or redeem (when redeemable) and discharge the indebtedness on all Series 2007A Bonds outstanding at or before their respective maturity dates (which determination shall be made in reliance upon an accountant’s verification report reasonably accepted to the Bond Trustee); and if the Issuer shall have irrevocably pledged pay or cause to be paid or make arrangements satisfactory to the Bond Trustee for the benefit payment of all other sums payable hereunder by the Issuer, and if any such Series 2007A Bonds are to be optionally redeemed prior to the maturity thereof, irrevocable notice of such redemption shall have been given in accordance with the requirements of this Bond Indenture or irrevocable instructions shall have been given to the Bond Trustee of such notice, this Bond Indenture and the estate and rights granted hereunder shall cease, determine, and be discharged, and thereupon the Bond Trustee shall, upon Written Request of the Bondholders cash or government bonds accepted Issuer, and upon receipt by the Bond Trustee (of an Officer’s Certificate of the “Defeasance Pledge”) Borrower and an opinion of Independent Counsel, each stating that in such amounts as will the opinion of the signers all conditions precedent to the satisfaction and discharge of this Bond Indenture have been complied with, forthwith execute proper instruments acknowledging satisfaction of and discharging this Bond Indenture and the lien hereof. The satisfaction and discharge of this Bond Indenture shall be sufficient without prejudice to the rights of the Bond Trustee to charge and be reimbursed by the Issuer and the Borrower for any expenditures which it may thereafter incur in connection herewith. Any moneys, funds, securities, or other property remaining on deposit in the payment of principal (including if applicable premium payable upon exercise of a Call Option) and interest on the Outstanding Bonds to Final Maturity Date (Expense Fund, Interest Fund, Bond Sinking Fund, Project Fund, Redemption Fund or redemption upon an exercise of a notified Call Option) or in any other amount agreed between fund or investment under this Bond Indenture (other than the Parties; (bEscrow Obligations or other moneys deposited in trust as above provided) no Event shall, upon the full satisfaction of Default shall have occurred this Bond Indenture, forthwith be transferred, paid over and be continuing on distributed to the date of establishment of Issuer and the Defeasance PledgeBorrower, as their respective interests may appear. The Issuer or insofar as Events of Default from bankruptcy or insolvency events are concerned, the Borrower may 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 surrender to the Bond Trustee a certificate signed for cancellation by its Chief Executive Officer that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over it any other creditors of Series 2007A Bonds previously authenticated and delivered, which the Issuer or with the intent of defeatingBorrower may have acquired in any manner whatsoever, hinderingand such Series 2007A Bonds, delaying or defrauding any other creditors of the Issuer or others; and (e) the Issuer upon such surrender and cancellation, shall have delivered be deemed to the Bond Trustee any certificate or legal opinion reasonably required by the Bond Trustee regarding the Security be paid 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,retired.

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 principal portion or Prepayment Price of all Certificates, if applicable, and the interest portion due or to become due thereon including all amounts due under related Hedge Agreements, shall be paid at the times and in the manner stipulated in such Certificates and in this Trust Agreement, and all amounts owing to the Trustee under this Trust Agreement shall have irrevocably pledged been paid, then the pledge of the Trust Estate and all covenants, agreements and other obligations of the Governing Board under this Trust Agreement in favor of such Certificates shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee shall cause statements for such period or periods as shall be requested by the Governing Board to be prepared and filed with the Governing Board and, upon the request of the Governing Board, shall execute and deliver to the Bond Governing Board all such instruments as may be desirable to evidence such discharge and satisfaction, and the Trustee for shall pay over or deliver to the benefit of the Bondholders cash Governing Board all moneys or government bonds accepted securities held by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient it pursuant to this Trust Agreement which are not required for the payment of the principal (including portion or Prepayment Price, if applicable premium payable upon exercise of a Call Option) applicable, and interest on portion due or to become due with respect to such Certificates not theretofore surrendered for such payment or prepayment or for the Outstanding Bonds payment of amounts owing to Final Maturity Date (any Credit Facility Issuer under a Reimbursement Agreement or redemption upon an exercise of a notified Call Option) or as ground rent under any other amount agreed between the Parties;Ground Lease. (b) no Event Certificates for the payment or prepayment of Default which moneys shall have occurred been set aside sufficient to pay the principal portion, the Prepayment Price, if applicable, and interest portion to become due to maturity or earlier prepayment, shall be continuing held in trust by the Trustee as escrow holder (through deposit by the Governing Board of funds for such payment or prepayment of the Purchase Option Price of one or more Facilities pursuant to Section 7.3 of the Master Lease or otherwise) shall be deemed to have been paid within the meaning and with the effect expressed in subsection (a) of this Section 801 except that the obligation of the Governing Board to make, or cause to be made, Basic Lease Payments from such set‐aside amounts shall continue. Any Outstanding Certificates shall, prior to the maturity or Prepayment Date thereof, be deemed to have been paid within the meaning and with the effect expressed in subsection (a) of this Section 801 if the Trustee shall receive an Opinion of Counsel to that effect and (a) in case any of said Certificates are to be prepaid on any date prior to their maturity, the Governing Board shall have given to the Trustee irrevocable instructions in writing from an Authorized Governing Board Representative to mail as provided in Article III a notice of prepayment of such Certificates (other than Certificates which have been purchased by the Trustee at the direction of the Governing Board or purchased or otherwise acquired by the Governing Board and delivered to the Trustee as hereinafter provided prior to the mailing of such notice of prepayment) on said date, (b) there shall have been deposited with the Trustee as escrow holder moneys consisting of either cash in an amount which shall be sufficient, or Defeasance Securities the principal of and the interest on which when due will provide moneys which, together with the moneys, if any, deposited with the Trustee as escrow holder at the same time, shall be sufficient, to pay when due the principal portion or Prepayment Price, if applicable, and interest portion due and to become due with respect to said Certificates on or prior to the prepayment date or maturity date thereof, as the case may be, and (c) in the event said Certificates are not by their terms subject to prepayment within the next succeeding 60 days, the Governing Board shall have given the Trustee in form satisfactory to it, instructions to mail a notice to the Holders of such Certificates that the deposit required by (b) above has been made with the Trustee as escrow holder and that said Certificates are deemed to have been paid in accordance with this Section 801 and stating such maturity or Prepayment Date upon which moneys are expected to be available for the payment of the principal or Prepayment Price, if applicable, of said Certificates, other than Certificates which have been purchased by the Trustee at the direction of the Governing Board or purchased or otherwise acquired by the Governing Board and delivered to the Trustee as hereinafter provided prior to the mailing of the notice of prepayment referred to in clause (a) above. The Trustee shall, if so directed by the Governing Board (i) prior to the maturity date of establishment Certificates deemed to have been paid in accordance with this Section 801 which are not to be prepaid prior to their maturity date or (ii) prior to the mailing of the notice of prepayment referred to in clause (a) above with respect to any Certificates deemed to have been paid in accordance with this Section 801 which are to be prepaid on any date prior to their maturity, apply moneys deposited with the Trustee as escrow holder in respect of such Certificates or sell Defeasance PledgeSecurities so deposited with the Trustee and apply the proceeds thereof to the purchase of such Certificates and the Trustee shall immediately thereafter cancel all such Certificates so purchased; provided, however, that the moneys and Defeasance Securities remaining on deposit with the Trustee after the purchase and cancellation of such Certificates shall be sufficient to pay when due the principal or insofar Prepayment Price, if applicable, of, and interest portion due or to become due with respect to all Certificates, in respect of which such moneys and Defeasance Securities are being held by the Trustee on or prior to the Prepayment Date or maturity date thereof, as Events of Default from bankruptcy or insolvency events are concernedthe case may be. If, at any time during any hardening period applicable (i) prior to the maturity date of Certificates deemed to have been paid in accordance with this Section 801 which are not to be prepaid prior to their maturity date or (ii) prior to the mailing of the notice of prepayment referred to in clause (a) with respect to any Certificates deemed to have been paid in accordance with this Section 801 which are to be prepaid on any date prior to their maturity, the Governing Board shall purchase or otherwise acquire any such Certificates and deliver such Certificates to the Trustee prior to their maturity date or Prepayment Date, as the case may be, the Trustee shall immediately cancel all such Certificates so delivered; such delivery of Certificates to the Trustee shall be accompanied by directions from the Governing Board to the Trustee as to the manner in which such Certificates are to be applied against the obligation to pay or prepay Certificates deemed paid in accordance with this Section 801. The directions given by the Governing Board to the Trustee referred to in the preceding sentences shall also specify the portion, if any, of such Certificates so purchased or delivered and canceled to be applied against the obligation to pay Certificates deemed paid in accordance with this Section 801 upon their maturity date or dates and the portion, if any, of such Certificates so purchased or delivered and canceled to be applied against the obligation to prepay Certificates deemed paid in accordance with this Section 801 on any date or dates prior to their maturity. In the event that on any date as a result of any purchases, acquisitions and cancellations of Certificates as provided in this Section 801, the total amount of moneys and Defeasance Pledge Securities remaining on deposit with the Trustee under this Section 801 is in excess of the total amount which would have been required to be deposited with the Trustee on such date in respect of the remaining Certificates in order to satisfy subclause (b) of this subsection of Section 801, the Trustee shall, if requested by the Governing Board, pay the amount of such excess to the Governing Board free and clear of any trust, lien, pledge or assignment securing said Certificates or otherwise existing under this Trust Agreement. Except as otherwise provided in this subsection of Section 801, neither Defeasance Securities nor moneys deposited with the relevant period Trustee pursuant to this Section 801 nor principal or interest payments on any such Defeasance Securities shall be withdrawn or used for non-Norwegian companiesany purpose other than, and shall be held in trust for, the payment of the principal portion or Prepayment Price, if applicable, and interest portion represented by said Certificates; provided that any cash received from such principal or interest payments on such Defeasance Securities deposited with the Trustee, (A) to the extent such cash will not be required at any time for such purpose, as verified by a certificate delivered to the Trustee by a firm of independent certified public accountants acceptable to the Trustee, shall be paid over to the Governing Board as received by the Trustee, free and clear of any trust, lien or pledge securing said Certificates or otherwise existing under this Trust Agreement, and (B) to the extent such cash will be required for such purpose at a later date, shall, to the extent practicable, be reinvested in Defeasance Securities maturing at times and in amounts sufficient to pay when due the principal or Prepayment Price, if applicable, and interest represented by said Certificates on or prior to such prepayment date or maturity date thereof, as the case may be, and interest earned from such reinvestment shall be paid over to the Governing Board, as received by the Trustee, free and clear of any other date agreed between the Parties;trust, lien, pledge or assignment securing said Certificates or otherwise existing under this Trust Agreement. (c) if Anything in this Trust Agreement to the Bonds are securedcontrary notwithstanding, any moneys held by the Defeasance Pledge shall be considered as a replacement Trustee in trust for the Payment of any of the security established prior Certificates which remain unclaimed for six (6) years after the date when such Certificates have become due and Payable, either at their stated maturity dates or by call for prepayment, if such moneys were held by the Trustee at such date, or for six (6) years after the date of deposit of such moneys if deposited with the Trustee after the said date when such certificates became due and payable, shall, at the written request of the Governing Board be repaid by the Trustee to the Defeasance Pledge; (d) Governing Board, as its absolute property and free from trust, and the Issuer Trustee shall have delivered thereupon be released and discharged with respect thereto and the Certificate Holders shall look only 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 Governing Board 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 Certificates.

Defeasance. 18.2.1 The Issuer mayWhen the principal of, at its option and at premium (if any) and interest on, all Bonds issued hereunder have been paid, or provision has been made for payment of the same and any timetender purchase price which may become payable pursuant to Article IV, elect to have certain obligations discharged (see Clause 18.2.2) upon complying together with the following conditions (“Security compensation and Covenant Defeasance”): (a) expenses of the Trustee and all other sums payable hereunder by the Issuer shall have irrevocably pledged or the Company, the right, title and interest of the Trustee in and to the Bond Trustee for Trust Estate shall thereupon cease and the benefit Trustee, on demand of the Bondholders cash Issuer or government bonds accepted the Company, shall release this Indenture and shall execute such documents to evidence such release as may be reasonably required by the Bond Trustee (Issuer or the “Defeasance Pledge”) in Company and shall turn over to the Company or to such amounts person, body or authority as will may be sufficient entitled to receive the same all balances then held by it hereunder not required for the payment of principal the Bonds and such other sums and shall surrender the Letters of Credit to the Agent for the account of the LC Issuers; provided that (including if applicable premium payable upon exercise a) any proceeds of the Letters of Credit not required for payment of the Bonds shall be turned over to the LC Issuers and (b) in the event there has been a Call Option) and interest on drawing under the Outstanding Bonds Letters of Credit for which the LC Issuers have not been fully reimbursed pursuant to Final Maturity Date (the Reimbursement Agreement or redemption upon an exercise of a notified Call Option) the Reimbursement Notes or any other amount agreed between obligations are then due and owing to the Parties; Agent under the Reimbursement Agreement, the Trustee shall assign and turn over to the Agent, as successor, subrogee or otherwise, all of the Trustee's right, title and interest under this Indenture, all balances held hereunder not required for the payment of the Bonds and such other sums and the Trustee's right, title and interest in, to and under the Lease and any other property comprising the Trust Estate. If payment or provision therefor is made with respect to less than all of the Bonds, the particular Bonds (bor portions thereof) no Event of Default for which provision for payment shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge been considered made shall be considered selected by lot or by such other method as a replacement of the security established prior to Trustee deems fair and appropriate, and thereupon the Defeasance Pledge; (d) the Issuer Trustee shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; and (e) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance of the conditions of the Security and Covenant Defeasance, (ii) that the Defeasance Pledge constitutes a valid, perfected and enforceable security in favour of the Bond Trustee take similar action for the benefit release of the Bondholders which will not be subject this Indenture with respect to any rights of creditors of the Issuer or any bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer,such Bonds.

Defeasance. 18.2.1 The Issuer may(a) If the Corporation shall pay or cause to be paid to the Holders of 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. Bonds for the payment or redemption of which money shall have been set aside and shall be held in trust by the Trustee (through deposit of money for such payment or redemption or otherwise) at its option and at any time, elect the maturity or redemption date 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 effect expressed in paragraph (“Security 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 Covenant Defeasance”):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 Issuer Corporation shall have irrevocably pledged given to the Bond Trustee, in form satisfactory to it, irrevocable instructions to give as provided in Article IV hereof notice of redemption on said date of such Bonds; (ii) there shall have been deposited with the Trustee for either money in an amount which shall be sufficient, or Defeasance Securities the benefit principal of and interest on which when due will provide money which, together with the Bondholders cash 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 government bonds accepted by Redemption Price, if applicable, and interest due and to become due on said Bonds on and prior to the Bond Trustee redemption date or maturity date thereof, as the case may be; (the “Defeasance Pledge”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 amounts as will 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 sufficient 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 the Outstanding Bonds to Final Maturity Date (or redemption upon an exercise of a notified Call Option) or any other amount agreed between the Parties;said Bonds; and (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; (div) the Issuer Corporation shall have delivered to the Trustee an opinion of Transaction Counsel to the effect that (A) any Bond Trustee having been deemed to have been paid as provided in this Section is no longer Outstanding hereunder and is no longer secured by or entitled to the benefits of this Indenture, and (B) in the event of a certificate signed by its Chief Executive Officer that the Defeasance Pledge was defeasance of a Tax Exempt Bond, any Bond having been deemed to have been paid as provided in this Section would not made by the Issuer with the intent (1) cause said Bond to be considered to have been “reissued” for purposes of preferring the Bondholders over any other creditors Section 1001 of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; Code 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 the Issuer City shall have irrevocably pledged pay to the Bond Trustee for the benefit Registered Owners of the Bondholders cash Bonds, or government bonds accepted by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient provide for the payment of principal (including of, the principal, premium, if applicable premium payable upon exercise of a Call Option) any, and interest to become due on the Outstanding Bonds Bonds, then this Indenture and the Bond Ordinance shall be fully discharged and satisfied with respect to Final Maturity Date (the Bonds. Upon the satisfaction and discharge of this Indenture, the Trustee shall, upon the request of the City, execute and deliver to the City all such instruments as may be desirable to evidence such discharge and satisfaction, and all fiduciaries shall pay over or deliver to the City all funds, accounts and other moneys or securities held by them pursuant to this Indenture which are not required for the payment or redemption upon an exercise of the Bonds. If payment or provision for payment is made to or for the Registered Owners of all or a notified Call Option) or any other amount agreed between portion of the Parties;Bonds, of (b) No such deposit under this Section shall be made or accepted hereunder and no Event use made of Default any such deposit unless the Trustee shall have occurred received an opinion of nationally recognized municipal bond counsel to the effect that such deposit and use would not cause any of such Bonds to be continuing on treated as “arbitrage bonds” within the date meaning of establishment Section 148 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) Code or any other date agreed between the Parties;successor provision thereto. (c) if Nothing in this Indenture shall prohibit a defeasance deposit of escrow securities as provided in this Section from being subject to a subsequent sale of such escrow securities and reinvestment of all or a portion of the Bonds are securedproceeds of that sale in escrow securities which, the Defeasance Pledge together with money to remain so held in trust, shall be considered as a replacement sufficient to provide for payment of principal, redemption premium, if any, and interest on any of the security established prior to the Defeasance Pledge; defeased Bonds (d) the Issuer shall have delivered to the Bond Trustee all as confirmed by a certificate signed by its Chief Executive Officer that the Defeasance Pledge was not made nationally recognized firm of independent public accountants). Amounts held by the Issuer with the intent of preferring the Bondholders over any other creditors Trustee in excess of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors amounts needed so to provide for payment 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 defeased Bonds may be subject to withdrawal by the City. No such sale and reinvestment as provided in this paragraph shall be made or accepted hereunder unless the Trustee shall have received an opinion of nationally recognized municipal bond counsel to the effect that such sale and reinvestment would not cause any rights of creditors of the Issuer defeased Bonds to be treated as “arbitrage bonds” within the meaning of Section 148 of the Code 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,successor provision thereto.

Defeasance. 18.2.1 The Issuer may, at its option Any bond shall be deemed to be paid and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with no longer outstanding within the following conditions (“Security meaning of this Article and Covenant Defeasance”): for all purposes of this Indenture when (a) payment of the principal and interest of and premium, if any, on such Bond either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for by irrevocably depositing with the Trustee in trust and irrevocably set aside exclusively for such payment, (1) cash sufficient to make such payment, (2) Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient moneys to make such payment, or (3) a combination of cash and such Government Obligations, and (b) all necessary and proper fees, compensation, indemnities and expenses of the Trustee and the Issuer pertaining to the Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for. At such time as a Bond shall be deemed to be paid hereunder, as aforesaid, such Bond shall no longer be secured by or entitled to the benefits of this Indenture, except for the purposes of any such payment from such moneys or Government Obligations. Notwithstanding the foregoing, no deposit under clause (a)(ii) of the immediately preceding paragraph shall be deemed payment of such bonds as aforesaid until (a) proper notice of redemption of such bonds shall have been previously given in accordance with Section 4.4 of this Indenture, or if the Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, until the Issuer shall have irrevocably pledged given the Trustee in form satisfactory to the Bond Trustee irrevocable instructions to notify, as soon as practicable, the owners of the bonds then outstanding, that the deposit required by the preceding paragraph has been made with the Trustee and that the Bonds are deemed to have been paid in accordance with this Section 11.2 and stating the maturity or redemption date upon which moneys are to be available for the benefit payment of the Bondholders cash principal of and the applicable redemption premium, if any, on said Bonds, plus interest thereon to the due date thereof; or government bonds accepted by (b) the Bond maturity of such Bonds. All moneys so deposited with the Trustee (as provided in this Section 11.2 may also be invested and reinvested, at the “Defeasance Pledge”) written direction of the Issuer, in such Government Obligations, maturing in the amounts and at the times as will be sufficient hereinbefore set forth, and all income from all Government Obligations in the hands of the Trustee pursuant to this Section 11.2 which is not required for the payment of principal of the Bonds and interest and premium, if any, thereon with respect to which such moneys shall have been so deposited shall be deposited in the Bond Fund as and when realized and collected for use and application as are other moneys deposited in the Bond Fund. Notwithstanding any provision of any other Article of this Indenture which may be contrary to the provisions of this Section 11.2, all moneys or Government Obligations set aside and held in trust pursuant to the provisions of this Section 11.2 for the payment of Bonds (including premium thereon, if applicable premium payable upon exercise of a Call Optionany) shall be applied to and interest on used solely for the Outstanding Bonds to Final Maturity Date (or redemption upon an exercise of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default shall have occurred and be continuing on the date of establishment payment of the Defeasance Pledgeparticular Bonds (including the premium thereon, if any) with respect to which such moneys or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable Government Obligations have been so set aside in trust. Anything in Article 9 hereof to the Defeasance Pledge (contrary notwithstanding, if moneys or Government Obligations have been deposited or set aside with the relevant period Trustee pursuant to this Section 11.2 for non-Norwegian companies) or any other date agreed between the Parties; (c) if payment of Bonds and such Bonds shall not have in fact been actually paid in full, no amendment to the Bonds are secured, the Defeasance Pledge provisions of this Section 11.2 shall be considered as a replacement made without the consent of the security established prior owner of each Bond affected thereby. The right to register the Defeasance Pledge; (d) transfer of or to exchange Bonds shall survive 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 discharge 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 If the Authority shall pay or cause to be paid to the Owner of any Bond secured hereby the principal of, and premium, if any, and interest due and payable, and thereafter to become due and payable, upon such Bond or any portion of such Bond in an Authorized Denomination thereof, such Bond or portion thereof shall cease to be entitled to any lien, benefit or security under this Indenture. If the Authority shall pay or cause to be paid the principal of, and premium if any, and interest due and payable on, all Outstanding Bonds, and thereafter to become due and payable thereon, and shall pay or cause to be paid all other sums payable hereunder by the Authority, including any necessary and proper fees, compensation and expenses of the Trustee and the Registrar, then, and in that case, the right, title and interest of the Trustee in and to the Trust Estate shall thereupon cease, terminate and become void. In such event, the Trustee shall assign, transfer and turn over the Trust Estate to the Company and any surplus in the Bond Fund and any balance remaining in any other fund created under this Indenture shall be paid to the Company upon the request of an Authorized Company Representative, other than any unclaimed moneys held pursuant to Section 5.04. The Issuer mayTrustee may conclusively rely on certificates of the Registrar as to the amount of any fees, at its option expenses and at other amounts owing to it. All or any timeportion of Bonds (in Authorized Denominations) shall, elect prior to the maturity or redemption date thereof, be deemed to have certain obligations discharged (see Clause 18.2.2) upon complying with been paid within the following conditions (“Security meaning of this Article VII and Covenant Defeasance”):for all purposes of this Indenture when: (a) in the Issuer event said Bonds or portions thereof have been selected for redemption in accordance with Section 3.04 hereof, the Trustee shall have irrevocably pledged given, or the Company shall have given to the Bond Trustee for in form satisfactory to the benefit Trustee irrevocable instructions to give, on a date in accordance with the provisions of the Bondholders cash Section 3.05 hereof, notice of redemption of such Bonds or government 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 an exercise of a notified Call Option) or any other amount agreed between the Partiesportions thereof; (b) no Event of Default there shall have occurred been deposited with the Trustee moneys in an amount sufficient (without relying on any investment income), in the opinion of a firm of nationally recognized certified public accountants, to pay when due the principal of, and premium, if any, and interest due and to become due (which amount of interest to become due shall be continuing calculated at the actual rate borne by such Bonds) on the date of establishment of the Defeasance Pledge, said Bonds or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable portions thereof on and prior to the Defeasance Pledge (redemption date or maturity date thereof, as the relevant period for non-Norwegian companies) or any other date agreed between the Partiescase may be; (c) if in the event said Bonds or portions thereof do not mature and are securednot to be redeemed within the next succeeding 60 days, the Defeasance Pledge Company on behalf of the Authority shall be considered have given the Trustee in form satisfactory to it irrevocable instructions to give, as soon as practicable in the same manner as a replacement notice of redemption is given pursuant to Section 3.05 hereof, and a notice to the Owners of said Bonds or portions thereof that the deposit required by clause (b) above has been made with, and the opinion required by clause (b) above has been delivered to, the Trustee and that said Bonds or portions thereof are deemed to have been paid in accordance with this Article VII and stating the maturity date or redemption date upon which moneys are to be available for the payment 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 principal of, and premium, if any, and interest on, said Bonds or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or othersportions thereof; 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 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 an exercise of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default shall have occurred and be continuing on the date of establishment 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 an 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.

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 Bond or Parity Bond, as and when the Outstanding Bonds to Final Maturity Date (or redemption upon an 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 Special Tax Fund and available for such purpose, is fully sufficient to pay the Defeasance Pledge (principal of, premium, if any, and interest on such Bond or Parity Bond, 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) by depositing with the Trustee or another escrow bank appointed by the District, in trust, Federal Securities, in which the District may lawfully invest its money, in such amount as will be sufficient, together with the interest to accrue thereon and moneys then on deposit in the Special Tax Fund and available for such purpose, together with the interest to accrue thereon, to pay and discharge the principal of, premium, if any, and interest on such Bond or Parity Bond, as and when the same shall become due and payable. If paid as provided above, then, at the election of the District, and notwithstanding that any Outstanding Bonds are securedand Parity Bonds shall not have been surrendered for payment, all obligations of the Defeasance Pledge District under this Indenture and any Supplemental Indenture with respect to such Bond or Parity Bond shall cease and terminate, except for the obligation of the Trustee to pay or cause to be paid to the Owners of any such Bond or Parity Bond not so surrendered and paid, all sums due thereon and except for the covenants of the District contained in Section 5.2(f) or any covenants in a Supplemental Indenture relating to compliance with the Code. Notice of such election shall be considered as a replacement of filed with the security established 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 Trustee. In connection with a defeasance under (c) above, there shall be provided to the District a verification report from an independent nationally recognized certified public accountant stating its opinion as to the sufficiency of the moneys or securities deposited with the Trustee or the escrow bank to pay and discharge the principal of, premium, if any, and interest on all Outstanding Bonds and Parity Bonds to be defeased in accordance with this Section, as and when the same shall become due and payable, and an opinion of Bond Trustee a certificate signed by its Chief Executive Officer Counsel (which may rely upon the opinion of the certified public accountant) to the effect that the Defeasance Pledge was not made Bonds or Parity Bonds being defeased have been legally defeased in accordance with this Indenture and any applicable Supplemental Indenture. Upon a defeasance, the Trustee, upon request of the District, shall release the rights of the Owners of such Bonds and Parity Bonds which have been defeased under this Indenture and any Supplemental Indenture and execute and deliver to the District all such instruments as may be desirable to evidence such release, discharge and satisfaction. In the case of a defeasance hereunder of all Outstanding Bonds and Parity Bonds, the Trustee shall pay over or deliver to the District any funds held by the Issuer with Trustee at the intent time of preferring a defeasance, which are not required for the Bondholders over any other creditors purpose of paying and discharging the principal of or interest on the Bonds and Parity Bonds when due. The Trustee shall, at the written direction of the Issuer or with the intent of defeatingDistrict, hinderingmail, delaying or defrauding any other creditors of the Issuer or others; and (e) the Issuer shall have delivered first class, postage prepaid, a notice to the Bond Trustee any certificate Bondowners whose Bonds or legal opinion reasonably required Parity Bonds have been defeased, in the form directed by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance PledgeDistrict, including any certificate or legal opinion on (i) the compliance of the conditions of the Security and Covenant Defeasance, (ii) stating 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 and when all Outstanding Certificates shall be paid and discharged and all other amounts due and owing hereunder have been paid (as set forth below) then, at its option notwithstanding that any Certificates shall not have been surrendered for payment, all obligations of the Authority, the Trustee and at any timethe City with respect to all Outstanding Certificates shall cease and terminate, elect except only the obligation of the City to have certain obligations discharged pay or cause to be paid, from Lease Payments paid by or on behalf of the City from funds deposited pursuant to paragraph (see Clause 18.2.2b) upon complying of this Section 14.01, 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 paragraph (b), the Certificates shall continue to represent direct and fractional interests of the Owners thereof in Lease Payments under the Lease Agreement. Such payment and discharge may be accomplished in either of the following conditions (“Security and Covenant Defeasance”):ways: (a) by well and truly paying or causing to be paid the Issuer shall have principal, and interest with respect to all Certificates Outstanding, as and when the same become due and payable; or (b) by irrevocably pledged to depositing with 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 an escrow holder security for the payment of principal Lease Payments as more particularly described in Section 11.1 of the Lease Agreement, to be applied to pay the Lease Payments as the same become due and payable and prepay the Lease Payments in full on any prepayment date, pursuant to Section 11.1 of the Lease Agreement. Any funds held by the Trustee, at the time of one of the events described in paragraphs (including if applicable premium payable upon exercise of a Call Option) and interest on the Outstanding Bonds to Final Maturity Date (or redemption upon an exercise of a notified Call Optiona) or any other amount agreed between the Parties; (b) no Event of Default shall have occurred this Section 14.01, which are not required for the payment to be made to Owners, shall, after payment of all fees and be continuing on the date of establishment expenses of the Defeasance PledgeTrustee, or insofar as Events including attorneys fees (including allocated costs of Default from bankruptcy or insolvency events are concernedinternal counsel), at any time during any hardening period applicable be paid over 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 securedCity. To accomplish defeasance, the Defeasance Pledge City shall cause to 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) a report of an independent firm of nationally recognized certified public accountants (“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 bankruptcyCity, insolvencyand addressed, reorganization or similar laws affecting creditors rights generally under to the laws of the jurisdiction where the Defeasance Pledge was established City 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 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 an exercise of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default shall have occurred and be continuing on the date of establishment 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 If the Issuer shall pay or cause to be paid to the Owner of any Bond secured hereby the principal of, and premium, if any, and interest due and payable, and thereafter to become due and payable, upon such Bond or any portion of such Bond in an Authorized Denomination thereof, such Bond or portion thereof shall cease to be entitled to any lien, benefit or security under this Indenture. If the Issuer shall pay or cause to be paid the principal of, and premium if any, and interest due and payable on, all Outstanding Bonds, and thereafter to become due and payable thereon, and shall pay or cause to be paid all other sums payable hereunder by the Issuer, including any necessary and proper fees, compensation and expenses of the Trustee and the Registrar, then, and in that case, the right, title and interest of the Trustee in and to the Trust Estate shall thereupon cease, terminate and become void. In such event, the Trustee shall assign, transfer and turn over the Trust Estate to the Company and any surplus in the Bond Fund and any balance remaining in any other fund created under this Indenture shall be paid to the Company upon the request of an Authorized Company Representative, other than any unclaimed moneys held pursuant to Section 5.04. The Issuer mayTrustee may conclusively rely on certificates of the Registrar as to the amount of any fees, at its option expenses and at other amounts owing to it. All or any timeportion of Bonds (in Authorized Denominations) shall, elect prior to the maturity or redemption date thereof, be deemed to have certain obligations discharged (see Clause 18.2.2) upon complying with been paid within the following conditions (“Security meaning of this Article VII and Covenant Defeasance”):for all purposes of this Indenture when: (a) in the Issuer event said Bonds or portions thereof have been selected for redemption in accordance with Section 3.04 hereof, the Trustee shall have irrevocably pledged given, or the Company shall have given to the Bond Trustee for in form satisfactory to it irrevocable instructions to give, on a date in accordance with the benefit provisions of the Bondholders cash Section 3.05 hereof, notice of redemption of such Bonds 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 an exercise of a notified Call Option) or any other amount agreed between the Partiesportions thereof; (b) no Event of Default there shall have occurred been deposited with the Trustee moneys in an amount sufficient (without relying on any investment income), in the opinion of a firm of nationally recognized certified public accountants, to pay when due the principal of, and premium, if any, and interest due and to become due (which amount of interest to become due shall be continuing calculated at the actual rate borne by such Bonds) on the date of establishment of the Defeasance Pledge, said Bonds or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable portions thereof on and prior to the Defeasance Pledge (redemption date or maturity date thereof, as the relevant period for non-Norwegian companies) or any other date agreed between the Partiescase may be; (c) if in the event said Bonds or portions thereof do not mature and are securednot to be redeemed within the next succeeding 60 days, the Defeasance Pledge Company on behalf of the Issuer shall be considered have given the Trustee in form satisfactory to it irrevocable instructions to give, as soon as practicable in the same manner as a replacement notice of redemption is given pursuant to Section 3.05 hereof, and a notice to the Owners of said Bonds or portions thereof that the deposit required by clause (b) above has been made with, and the opinion required by clause (b) above has been delivered to, the Trustee and that said Bonds or portions thereof are deemed to have been paid in accordance with this Article VII and stating the maturity date or redemption date upon which moneys are to be available for the payment of the security established prior to the Defeasance Pledge;principal of, and premium, if any, and interest on, said Bonds or portions thereof; and (d) the Issuer Trustee shall have delivered received a Favorable Opinion of Bond Counsel with respect to such deposit. Moneys deposited with the Trustee pursuant to this Article VII shall not be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal of, premium, if any, and interest on said Bonds or portions thereof; provided that such moneys, if not then needed for such purpose, shall to the Bond Trustee a certificate signed by its Chief Executive Officer that extent practicable, be invested and reinvested in Government Obligations maturing on or prior to the Defeasance Pledge was not made Interest Payment Date next succeeding the date of investment or reinvestment, and interest earned from such investments shall be paid over to the Company, as received by the Issuer Trustee, free and clear of any trust, lien or pledge. If payment of less than all the Bonds is to be provided for in the manner and with the intent effect provided in this Article VII, the Trustee shall select such Bonds or portion of preferring such Bonds in the Bondholders over manner specified by Section 3.04 hereof for selection for redemption of less than all Bonds in the principal amount permitted by Section 3.01(b) hereof. Notwithstanding that all or any other creditors portion of the Issuer or with Bonds are deemed to be paid within the intent meaning of defeatingthis Article VII, hindering, delaying or defrauding any other creditors the provisions of the Issuer or others; and (e) the Issuer shall have delivered this Indenture relating 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 registration and exchange of the conditions of the Security and Covenant DefeasanceBonds, (ii) that the Defeasance Pledge constitutes a validreplacement of mutilated, perfected and enforceable security in favour lost, destroyed or stolen Bonds, (iii) payment of the Bond Trustee for Bonds from the benefit moneys deposited as described in this Article and (iv) payment, compensation, reimbursement and indemnification of the Bondholders which will not be subject Trustee and the Registrar shall remain in full force and effect with respect to any rights all Bonds until the maturity date thereof or the last date fixed for redemption of creditors all Bonds prior to maturity and, in the case of clause (iv), until payment, compensation, reimbursement or indemnification, as the case may be, 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 Trustee and the corporate domicile of the Issuer,Registrar.

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 an 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 the following conditions (“Security and Covenant Defeasance”): (a) If, when the Issuer 2023 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 2023 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 2023 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 (or any Paying Agent) for such purpose under the “Defeasance Pledge”) provisions of this Indenture, and provision shall also be made for paying all Trustee’s and Paying Agents’ fees and expenses and other sums payable hereunder by the Authority, then and in that case such amounts as 2023 Bonds shall no longer be deemed to be outstanding under this Indenture, and in the event the foregoing shall apply to all 2023 Bonds secured hereby, the right, title and interest of the Trustee shall thereupon cease, determine and become void. The Trustee shall be entitled to receive a verification report of an independent certified public accountant, verification agent or similar expert to the effect that such securities and/or cash, together with the earnings thereon, will be sufficient for the payment of to pay interest and principal (including if and applicable premium payable upon exercise of a Call Optionpremium) and interest on the Outstanding Bonds bonds to Final Maturity Date (redemption or redemption upon maturity or an exercise opinion of a notified Call Option) or counsel to the effect that all conditions precedent to the defeasance have been complied with. Upon any other amount agreed between the Parties; (b) no Event of Default shall have occurred and be continuing on the date of establishment such termination of the Defeasance PledgeTrustee’s title, or insofar as Events on demand 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 securedAuthority, the Defeasance Pledge Trustee shall release this Indenture and shall execute such documents to evidence such release as 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 Trustee regarding Authority, and shall turn over to the Security and Covenant Defeasance Authority or Defeasance Pledgeto such officer, including board or body as may then be entitled by law to receive the same any certificate or legal opinion on (i) surplus in 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,Sinking Fund created by Section

Defeasance. 18.2.1 The Issuer may, at its option Defeasance shall be deemed to occur if any or all Outstanding Certificates are 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 to the Bond Trustee for the benefit Principal Components and Interest Components and prepayment premiums, if any, on all or a portion of the Bondholders cash or government bonds accepted by Certificates Outstanding, as and when 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) same become due and interest on the Outstanding Bonds to Final Maturity Date (or redemption upon an exercise of a notified Call Option) or any other amount agreed between the Partiespayable; (b) no Event If prior to maturity and having given notice of Default shall have occurred and be continuing prepayment by irrevocably depositing with the Trustee, in trust, at or before maturity, an amount of cash which, together with available amounts then on deposit in the date of establishment Lease Payment Fund, is sufficient to pay all or a portion of the Defeasance PledgeCertificates Outstanding, or insofar as Events of Default from bankruptcy or insolvency events are concernedincluding all Principal Components, 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 PartiesInterest Components, and prepayment premium, if any; (c) By irrevocably depositing with the Trustee, in trust, noncallable, nonprepayable Defeasance Obligations in such amount as will, in the opinion of an independent certified public accountant, together with interest to accrue thereon and moneys then on deposit and available in the Lease Payment Fund together with the interest to accrue thereon, be fully sufficient to pay and discharge all Certificates (including all Principal Components and Interest Components represented thereby and prepayment premium, if any) at or before their maturity date and the Bonds are secured, the Defeasance Pledge shall be considered as a replacement fees and expenses of the security established prior to the Defeasance Pledge;Trustee have been paid in full; or (d) By irrevocably depositing with the Issuer shall have delivered Trustee, under an escrow deposit and trust agreement, security for the payment of all or a portion of Lease Payments as more particularly described in Section 10.1 of the Lease, said security to the Bond Trustee a certificate signed by its Chief Executive Officer that the Defeasance Pledge was not made be held by the Issuer with Trustee as agent for 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 Lessee to the Bond Trustee any certificate or legal opinion reasonably required be applied by the Bond Trustee regarding to pay the Security Lease Payments as the same become due and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion payable and make a Prepayment in full 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 Lease Payment Date 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,Section 10.1

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 shall have irrevocably pay or cause to be paid, or there shall be otherwise paid or provision for payment made to or for the Owners of the Bonds the principal, premium, if any, and interest due or to become due thereon at the times and in the manner stipulated therein, and if the Issuer shall keep, perform and observe all the covenants and promises in the Bonds and in this Indenture expressed as to be kept, performed and observed by it or on its part, and shall pay or cause to be paid to the Trustee all sums of money due or to become due according to the provisions hereof, then this Indenture and the lien, rights and interests created hereby shall cease, determine and become null and void (except as to any surviving rights of payment, registration, transfer or exchange of Bonds herein provided for), whereupon the Trustee upon written request of an Authorized Issuer Representative shall cancel and discharge this Indenture, and execute and deliver to the Issuer such instruments in writing as shall be requested by an Authorized Issuer Representative and requisite to discharge this Indenture, and release, assign and deliver unto the Issuer any and all the estate, right, title and interest in and to any and all rights assigned or pledged to the Trustee or otherwise subject to this Indenture, except amounts in the Bond Fund required to be paid to the Borrower under Section 6.10 hereof and except moneys or securities held by the Trustee for the payment of the principal of and premium, if any, and interest on, and purchase prices of, the Bonds. Notwithstanding the foregoing, under no circumstances may the Issuer or the Borrower receive any funds derived from a draw on any Letter of Credit, Liquidity Facility, Bond Insurance or moneys held for the payment of particular Bonds. (b) Any Bond or Authorized Denomination thereof shall be deemed to be paid within the meaning of this Indenture when (a) payment of the principal of and premium, if any, on such Bond or Authorized Denomination thereof, plus interest thereon to the due date thereof (whether such due date is by reason of maturity or upon redemption as provided herein) (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, (iii) in the case of a Bond which bears interest at a Flexible Rate or a Term Rate, shall have been provided for by irrevocably depositing 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) sufficient amounts as described in clause (1) and/or (2) below, or (iv) in the case of a Bond which bears interest at a Daily Rate or a Weekly Rate, shall have been provided for by irrevocably depositing with the Trustee in trust from Available Moneys and irrevocably setting aside exclusively for such payment on the first possible redemption date or purchase date applicable to such Bond (and, to the extent the rate of interest payable on such Bond prior to such redemption or purchase date is not known, the Trustee shall have either received a confirmation from the Rating Agency then rating the Bonds that the defeasance will not result in the reduction or withdrawal of the then-current ratings on the Bond or such rate of interest shall be assumed to be the maximum rate payable thereon), (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 non-callable 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 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 an exercise of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default shall have occurred and be continuing on the date of establishment 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 may, at its option This Mortgage 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”): grant of a Lien in the Mortgaged Property shall terminate: (a) upon the Issuer shall have irrevocably pledged payment in full in cash of the Loans and all the other Loan Document Obligations (other than unasserted contingent and indemnification obligations), termination of all Commitments and Incremental Commitments and reduction of all exposure under any letters of credit issued under the Credit Agreement to zero (or the making of other arrangements satisfactory 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 an exercise of a notified Call Option) or any other amount agreed between the Parties; issuers thereof), (b) no Event upon a release of Default shall have occurred Mortgagor from its obligations under the Guarantee and Collateral Agreement upon the consummation of any transaction permitted by the Credit Agreement as a result of which Mortgagor ceases to be continuing on the date of establishment of the Defeasance Pledgea Subsidiary, 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 upon any sale or other transfer by Mortgagor of the Bonds are securedMortgaged Property that is permitted under the Credit Agreement, (d) upon the Defeasance Pledge shall be considered as a replacement effectiveness of any written consent to the release of the security established prior interest granted hereby in any Mortgaged Property pursuant to Section 12.10 of the Credit Agreement, provided that the Required Lenders shall have consented to such transaction (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 extent required by the Issuer with Credit Agreement) and the intent terms of preferring the Bondholders over any other creditors of the Issuer such consent did not provide otherwise, or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; and (e) as provided in Section 5.1 of the Issuer Intercreditor Agreement, and in any of such events, Mortgagee, at Mortgagor’s request (which request shall be accompanied by the certificate described in Section 7.13(d) of the Guarantee and Collateral Agreement, if applicable) and expense, shall release the liens and security interests created by this Mortgage or reconvey the Mortgaged Property to Mortgagor. Mortgagee 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 no liability whatsoever to any rights other Secured Party as the result of creditors any release of the Issuer any Mortgaged Property by it in accordance with (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,which Mortgagee in good faith believes to be in accordance with) this Section 9.7.

Defeasance. 18.2.1 If the Issuer shall pay or cause to be paid to the Owner of any Bond secured hereby the principal of, and premium, if any, and interest due and payable, and thereafter to become due and payable, upon such Bond or any portion of such Bond in an Authorized Denomination thereof, such Bond or portion thereof shall cease to be entitled to any lien, benefit or security under this Indenture. If the Issuer shall pay or cause to be paid the principal of, and premium if any, and interest due and payable on, all Outstanding Bonds, and thereafter to become due and payable thereon, and shall pay or cause to be paid all other sums payable hereunder by the Issuer, including any necessary and proper fees, compensation and expenses of the Trustee and the Registrar, then, and in that case, the right, title and interest of the Trustee in and to the Trust Estate shall thereupon cease, terminate and become void. In such event, the Trustee shall assign, transfer and turn over the Trust Estate to the Company and any surplus in the Bond Fund and any balance remaining in any other fund created under this Indenture shall be paid to the Company upon the request of an Authorized Company Representative, other than any unclaimed moneys held pursuant to Section 5.04. The Issuer mayTrustee may conclusively rely on certificates of the Registrar as to the amount of any fees, at its option expenses and at other amounts owing to it. All or any timeportion of Bonds (in Authorized Denominations) shall, elect prior to the maturity or redemption date thereof, be deemed to have certain obligations discharged (see Clause 18.2.2) upon complying with been paid within the following conditions (“Security meaning of this Article VII and Covenant Defeasance”):for all purposes of this Indenture when: (a) in the Issuer event said Bonds or portions thereof have been selected for redemption in accordance with Section 3.04 hereof, the Trustee shall have irrevocably pledged given, or the Company shall have given to the Bond Trustee for in form satisfactory to the benefit Trustee irrevocable instructions to give, on a date in accordance with the provisions of the Bondholders cash Section 3.05 hereof, notice of redemption of such Bonds or government 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 an exercise of a notified Call Option) or any other amount agreed between the Partiesportions thereof; (b) no Event of Default there shall have occurred been deposited with the Trustee moneys in an amount sufficient (without relying on any investment income), in the opinion of a firm of nationally recognized certified public accountants, to pay when due the principal of, and premium, if any, and interest due and to become due (which amount of interest to become due shall be continuing calculated at the actual rate borne by such Bonds) on the date of establishment of the Defeasance Pledge, said Bonds or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable portions thereof on and prior to the Defeasance Pledge (redemption date or maturity date thereof, as the relevant period for non-Norwegian companies) or any other date agreed between the Partiescase may be; (c) if in the event said Bonds or portions thereof do not mature and are securednot to be redeemed within the next succeeding 60 days, the Defeasance Pledge shall be considered as a replacement Company on behalf of the security established prior to the Defeasance Pledge; (d) the Issuer shall have delivered given the Trustee in form satisfactory to it irrevocable instructions to give, as soon as practicable in the same manner as a notice of redemption is given pursuant to Section 3.05 hereof, and a notice to the Bond Trustee a certificate signed by its Chief Executive Officer Owners of said Bonds or portions thereof that the Defeasance Pledge was not deposit required by clause (b) above has been made with, and the opinion required by clause (b) above has been delivered to, the Issuer Trustee and that said Bonds or portions thereof are deemed to have been paid in accordance with this Article VII and stating the intent of preferring maturity date or redemption date upon which moneys are to be available for the Bondholders over any other creditors payment of the Issuer principal of, and premium, if any, and interest on, said Bonds or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or othersportions thereof; 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 Section 1701 of the Base Indenture shall be superseded by this Section 2.12. The Issuer mayCompany shall be deemed to have been discharged from their obligations with respect to all of the outstanding Debentures on the date of the deposit referred to in subparagraph (1) hereof, and the provisions of this Indenture, as it relates to such outstanding Debentures, shall no longer be in effect (and the Trustee, at its option the expense of the Company, shall, upon the request of the Company, execute proper instruments acknowledging the same), except as to: (i) the rights of Holders to receive, solely from the trust funds described in subparagraph (a) hereof, payments of the principal of or interest on the Outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and at any time, elect immunities of the Trustee hereunder and the duties of the Trustee under Section 402 of the Base Indenture and the duty of the Trustee to have certain obligations discharged (see Clause 18.2.2) upon complying with authenticate Debentures issued on registration of transfer of exchange; provided that the following conditions (“Security and Covenant Defeasance”):shall have been satisfied: (a1) the Issuer Company shall have deposited, or caused to be deposited, irrevocably pledged with the Trustee, under the terms of an escrow trust agreement satisfactory to the Bond Trustee Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Bondholders Holders, cash or government bonds accepted by the Bond Trustee in U.S. dollars and/or Eligible Instruments (the “Defeasance Pledge”including U.S. Government Obligations) in such amounts as will be sufficient for which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (including if applicable premium payable upon exercise and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a Call Option) nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of and interest on all the Outstanding Bonds to Final Maturity Date (Debentures on the dates such payments of principal or redemption upon an exercise of a notified Call Option) or any other amount agreed between the Partiesinterest are due and payable; (b2) no Event of Default with respect to the Debentures shall have occurred and be continuing on the date of establishment of such deposit; 3) such deposit and the Defeasance Pledgerelated intended consequences will not result in a breach or violation of, or insofar as Events constitute a default or event of Default from bankruptcy or insolvency events are concerneddefault under, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) Indenture or any other date agreed between material indenture, agreement or other instrument binding upon the PartiesCompany or its subsidiaries or any of their properties or assets; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (d4) the Issuer Company shall have delivered to the Bond Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (A) the Company has received from, or there has been published by, the Internal Revenue Service a certificate signed by its Chief Executive Officer ruling (which ruling shall be satisfactory to the Trustee), or (B) since the date of execution of this Third Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge 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, defeasance and discharge had not occurred; 5) the Company shall have delivered to the Trustee an Officers' Certificate stating that the Defeasance Pledge deposit was not made by the Issuer Company with the intent of preferring the Bondholders Holders over any other creditors of the Issuer Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer Company; 6) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or otherssuch trust shall be qualified under such Act or exempt from regulation thereunder; and (e7) the Issuer Company shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent 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 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 Section 2.12 have been complied with.

Defeasance. 18.2.1 The Issuer mayAt any time prior to the Anticipated Repayment Date for any Component then outstanding, at its option and the Borrowers may defease all Components of the Loan at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying as of the last day of an Interest Accrual Period, in accordance with the following conditions (“Security and Covenant Defeasance”):provisions: (aA) the Issuer Lender shall have irrevocably pledged received from the Borrowers not less than thirty (30) days’ prior written notice specifying the date proposed for such defeasance and the amount which is to be defeased (which amount must represent the aggregate Component Principal Balance of all then outstanding Components of the Loan). (B) The Borrowers shall also pay to Lender all interest due through and including the last day of the Interest Accrual Period during which such defeasance is being made, together with any and all other amounts due and owing pursuant to the Bond Trustee for the benefit terms of the Bondholders cash or government bonds accepted by the Bond Trustee (the “Defeasance Pledge”) Loan Documents, including, without limitation, then outstanding Administrative Fees and any costs incurred in such amounts as will be sufficient for the payment of principal (including if applicable premium payable upon exercise of connection with a Call Option) and interest on the Outstanding Bonds to Final Maturity Date (or redemption upon an exercise of a notified Call Option) or any other amount agreed between the Parties;defeasance. (bC) no No Event of Default shall have occurred and be continuing on 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;continuing. (cD) if the Bonds are secured, the Defeasance Pledge The Borrowers shall be considered as a replacement of the security established prior to the Defeasance Pledge; (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; and (e) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) deliver Federal Obligations sufficient to make the compliance of the conditions of the Security Scheduled Defeasance Payments to Lender and Covenant Defeasance, (ii) deliver to Lender (1) a security agreement, in form and substance reasonably satisfactory to Lender, creating a first priority lien on the Federal Obligations purchased by Borrowers in accordance with the terms of this Section 11.3 (the “Security Agreement”); (2) an Officer’s Certificate certifying that the Defeasance Pledge constitutes requirements set forth in this Section 11.3 have been satisfied; (3) an opinion of counsel for the Borrowers in form and substance reasonably satisfactory to Lender stating, among other things, that Lender has a validfirst priority perfected security interest in the Federal Obligations; (4) a certificate, perfected in form and enforceable security in favour substance reasonably satisfactory to Lender from an independent certified public accountant confirming that the requirements of Section 11.3(B) and (D)(i) have been satisfied; and (5) such other certificates, documents, opinions or instruments as Lender may reasonably request. (E) Lender shall have received a Rating Agency Confirmation. (F) If the Borrowers will continue to own any assets other than the Federal Obligations delivered to Lender, the Borrowers shall establish or designate a special-purpose bankruptcy-remote successor entity reasonably acceptable to Lender (the “Successor Borrowers”), with respect to which a substantive nonconsolidation opinion satisfactory to Lender has been delivered to Lender and the Borrowers shall transfer and assign to the Successor Borrowers all obligations, rights and duties under the Notes and the Security Agreement, together with the pledged Federal Obligations. The Successor Borrowers shall assume the obligations of the Bond Trustee Borrowers under the Notes 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. (G) The Borrower shall deliver an opinion of counsel to the benefit effect that the defeasance will not constitute a “significant modification” of the Bondholders which will not be subject to any rights of creditors Loan or a “deemed exchange” of the Issuer or any bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally Notes under the laws section 1001 of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer,IRC.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Security and Covenant Defeasance”): (a) When the principal or redemption price (as the case may be) of, and interest on all Bonds issued hereunder have been paid, including without limitation the purchase price for Bonds tendered under Section 2.3 hereof, or provision has been made for payment of the same, together with the compensation of the Trustee and all other sums payable hereunder by the Issuer, the right, title and interest of the Trustee and the Credit Facility Trustee in and to the Trust Estate and the security interests shall thereupon cease, and the Trustee and the Credit Facility Trustee, on written demand of the Issuer, shall release this Indenture and the security interests and shall execute such documents to evidence such release as may be reasonably required by the Issuer and shall turn over to the Company or to such person, body or authority as may be entitled to receive the same all balances then held by the Trustee or the Credit Facility Trustee hereunder; provided, that, if any payments have been received by the Trustee or the Credit Facility Trustee derived from draws by the Credit Facility Trustee under the Credit Facility in connection with such release, such balances shall be paid to the Credit Facility Issuer to the extent of such payments. If payment or provision therefor is made with respect to less than all of the Bonds, the particular Bonds (or portion thereof) for which provision for payment shall have irrevocably pledged been considered made shall be selected by lot by the Trustee and thereupon the Trustee shall take similar action for the release of this Indenture with respect to such Bonds. Notwithstanding anything to the Bond Trustee for contrary contained herein, Bonds purchased at the benefit option of the Bondholders cash or government bonds accepted owners thereof with moneys held by the Bond Trustee pursuant to this Article 14 shall not be remarketed but shall be canceled by the Trustee. (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 set aside exclusively for such payment, (1) moneys sufficient to make such payment provided that if a Credit Facility is then held by the Trustee or the Credit Facility Trustee, such moneys shall constitute Available Moneys or (2) noncallable Governmental Obligations maturing as to principal (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; provided that the Trustee shall have received an opinion of Bond Counsel to the effect that such deposit will not affect the exclusion of the interest on any of the Outstanding Bonds from the gross income of the recipients thereof for federal income tax purposes (e.g. by causing any of the Bonds to Final Maturity Date be classified as an "arbitrage bond" within the meaning of Section 148 of the Code); and provided further, that if a Credit Facility is then held by the Credit Facility Trustee, such Governmental Obligations shall have been on deposit with the Trustee in a separate and segregated account for a period of three hundred sixty-six (or redemption upon an exercise of a notified Call Option366) or any other amount agreed between the Parties; (b) days during and prior to which no Event of Default shall have Bankruptcy has occurred or which Governmental Obligations were purchased with Available Moneys; and provided further, that in the case of Bonds bearing a Variable Rate, the Trustee has received written evidence from each rating agency then rating such Bonds that the rating currently assigned to such Bonds will not be continuing on withdrawn or reduced as the date result 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;a deposit under this subsection. (c) if the No Bonds are secured, the Defeasance Pledge in respect of which a deposit under subsection (b) above has been made shall be considered as a replacement deemed paid within the meaning of this Article unless the security established prior to the Defeasance Pledge;Trustee is satisfied that the (d) the Issuer shall have delivered Anything in Article 14 to the Bond Trustee a certificate signed by its Chief Executive Officer that the Defeasance Pledge was not made by the Issuer contrary notwithstanding, if moneys or Governmental Obligations have been deposited or set aside with the intent of preferring Trustee pursuant to this Article for the Bondholders over any other creditors payment of the Issuer principal or with the intent of defeatingredemption price, hinderingincluding purchase price if applicable, delaying or defrauding any other creditors of the Issuer Bonds and the interest thereon and such moneys or others; andGovernmental Obligations do not constitute Available Moneys, no amendment to the provisions of this Article shall be made without the consent of the owner of each of the Bonds affected thereby. (e) Notwithstanding the Issuer shall have delivered foregoing, those provisions relating to the Bond Trustee purchase of Bonds upon the demand of any certificate Bondholders, the maturity of Bonds, interest payments and dates thereof, and the dates, premiums and notice requirements for optional and mandatory redemption or legal opinion reasonably required by purchase and the Trustee's remedies with respect thereto, and provisions relating to exchange, transfer and registration of Bonds, replacement of mutilated, destroyed, lost or stolen Bonds, the safekeeping and cancellation of Bonds, non-presentment of Bonds, the holding of moneys in trust and repayments to the Company or the Credit Facility Issuer from the Bond Trustee regarding Fund and the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance duties of the conditions Trustee in connection with all of the Security foregoing and Covenant Defeasancethe fees, (ii) that the Defeasance Pledge constitutes a valid, perfected expenses and enforceable security in favour indemnities of the Bond Trustee for and the benefit Credit Facility Trustee, shall remain in effect and shall be binding upon the Trustee, the Credit Facility Trustee, the Issuer, the Company and the Bondholders notwithstanding the release and discharge of the Bondholders which will not be subject to any rights lien of creditors of the Issuer or any bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer,this Indenture.

Defeasance. 18.2.1 The Issuer may, at its Company shall have the right and option and at any timetime to defease either or both series of the Notes in whole but not in part through the deposit with the Defeasance Trustee of U.S. Dollars or non-callable U.S. Government Obligations (hereinafter referred to as the “Defeasance”). Such deposit shall be made pursuant to a declaration or other appropriate instrument of trust satisfactory in scope, elect form and content to the Defeasance Trustee and to the holders of at least 66-2/3% in aggregate principal amount of all outstanding Notes then being defeased; shall be absolute and irrevocable and the instrument of trust shall expressly provide that the Company shall have no further title to or interest in or power to direct the use or application of the obligations so deposited or any of the proceeds arising therefrom; such instrument shall state that the trust created thereby and the obligations deposited pursuant thereto are for the sole and exclusive benefit of the holders from time to time of the outstanding Notes then being defeased and shall expressly provide that the Defeasance Trustee shall apply payments of principal and/or interest on such obligations to, and only to, the punctual payment and prepayment of the principal and interest on the Notes then being defeased as and when such payments become due (such declaration or instrument to contain appropriate provisions for the recording of transfers of such Notes and the names and addresses of the holders from time to time of such Notes). All fees, costs and charges of the Defeasance Trustee under such instrument of trust, including those which may become payable after the date of the making of such deposit, shall be paid by the Company. The Company shall have the option of electing either to fully defease the Notes and thereby, upon satisfaction of the conditions set forth in this Section 2.9, the Company shall on the Defeasance Date described below be discharged from its obligations contained in this Agreement with respect to and only with respect to such series of Notes then being defeased (the “Full Defeasance”) or defease the Notes solely with respect to certain covenants and thereby, upon satisfaction of the conditions set forth in this Section 2.9, the Company shall on the Defeasance Date described below be released from its obligations to comply with Sections 2.10, 5.6, 5.7 and 5.8 hereof with respect to and only with respect to such series of Notes then being defeased (the “Covenant Defeasance”). Upon Defeasance of either or both series of the Notes in whole and not in part, the Company, on and as of the 91st day after the deposit of U.S. Dollars or U.S. Government Obligations herein provided for has been duly made (the “Defeasance Date”), shall, in the case of the Full Defeasance, be discharged (see Clause 18.2.2) upon complying from its obligations contained in this Agreement with respect to such series of Notes then being defeased, and, in the case of the Covenant Defeasance, be discharged from its obligations to comply with Sections 2.10, 5.6, 5.7 and 5.8 hereof with respect to such series of Notes then being defeased; provided that, in the event of any such defeasance and after giving effect thereto, the following conditions (“Security and Covenant Defeasance”):together with any such other conditions as may be imposed by such holders of the Notes then being defeased) have been satisfied: (a) the Issuer Company shall have deposited with the Defeasance Trustee absolutely and irrevocably pledged (irrespective of whether the conditions in paragraphs (b), (c), (d) and (e) below have been satisfied): (i) U.S. Dollars in an amount, or (ii) non-callable U.S. Government Obligations, not payable or redeemable prior 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 their expressed maturities, which through the payment of principal (including if applicable premium payable upon exercise and interest in respect thereof in accordance with their terms, without any reinvestment or further investment of a Call Option) the principal of or interest earned on such obligations, will absolutely and unconditionally provide in any and all circumstances not later than one day before each date on which any prepayment or payment of principal of or payment of interest on the Outstanding Bonds Notes then being defeased is then due and payable, or (iii) a combination thereof in an amount, to Final Maturity Date (sufficiently pay and discharge the principal of the Notes outstanding then being defeased, together with interest accrued thereon, on each date on which any prepayment or redemption upon an exercise payment of a notified Call Option) or any other amount agreed between the Partiesprincipal and/or interest is due; (b) no Default or Event of Default shall have occurred and be continuing on each of the date of establishment of the final deposit, and after giving effect thereto, and on 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 PartiesDate; (c) if the Bonds are secured, the Defeasance Pledge Company shall be considered as a replacement of the security established prior have delivered to the Defeasance PledgeTrustee and to the holders of the Notes then being defeased written confirmation by the auditors of the Company provided such auditors are a major Canadian firm of independent chartered accountants or such other firm of independent public accountants of recognized national standing selected by the Company and approved by the holders of at least 66-2/3% in aggregate principal amount of all Notes then outstanding then being defeased that the U.S. Government Obligations deposited for payment of the Notes then being defeased, together with any U.S. Dollars deposited by the Company, are sufficient to satisfy the requirements of the preceding paragraph (a); (d) the Issuer Company shall have delivered to the Bond Defeasance Trustee a certificate signed by its Chief Executive Officer that and the holders of the Notes an opinion of counsel dated as of the Defeasance Pledge was not made Date which counsel shall be reasonably satisfactory to the holders of at least 66-2/3% in aggregate principal amount of each series of the Notes then being defeased to the effect that (i) the trust declaration or other instrument, as the case may be, is legal, valid, binding and enforceable in accordance with its terms for the sole benefit and use of the holders of the Notes then being defeased, is irrevocable and the obligations deposited thereby and the proceeds thereof and therefrom are held by the Issuer with Defeasance Trustee thereunder in trust solely for the intent benefit of preferring the Bondholders over holders of the Notes then being defeased and will not be subject to any valid interest, lien, claim or encumbrance of any other creditors Person, including the Company or any Person claiming by, through, under or in the name or on behalf of the Issuer Company or with any creditor or shareholder of the intent of defeatingCompany, hinderingor by any court or trustee in bankruptcy, delaying or defrauding (ii) neither the final deposit nor any other creditors deposit will constitute a preferential transfer or a fraudulent conveyance under any bankruptcy or other similar law and (iii) the holders of the Issuer Notes then being defeased will not recognize income, gain or othersloss for United States Federal or Canadian income tax purposes as a result of such deposit and Defeasance and will be subject to United States Federal or Canadian income tax on the same amount and in the same manner and at the same times, as would have been the case if such final deposit and Defeasance had not occurred and such opinion shall cover such other matters as the holders of the Notes then being defeased may reasonably require in connection with such final deposit and matters relating thereto shall be otherwise in form and substance reasonably satisfactory to the Defeasance Trustee and to the holders of at least 66-2/3% in aggregate principal amount of outstanding Notes then being defeased and the opinions described above shall take into account and give effect to the covenant of the holders set forth in the final paragraph of this Section 2.9; and (e) the Issuer Company shall have delivered to the Bond Defeasance Trustee any certificate or legal opinion reasonably required an Officers’ Certificate stating that all conditions precedent herein provided for relating to the Defeasance of the Notes then being defeased contemplated by this Section 2.9 have been complied with. Upon payment in full of all amounts payable on and with respect to the Notes from the sums on deposit described in paragraph (a) above and all amounts payable by the Bond Trustee regarding Company under this Agreement, the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance holders of the conditions of the Security and Covenant Defeasance, (ii) that Notes hereby agree to direct 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 remit 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 funds remaining on deposit with the Defeasance Pledge was established Trustee after all applications of such funds have been made pursuant to this Section 2.9 to the Company so long as no Default or Event of Default has occurred and the corporate domicile of the Issuer,is continuing.

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 If so provided in the following conditions (“Security and Covenant Defeasance”):applicable Supplement: (a) The Transferor may at its option be discharged from its obligations hereunder with respect to any Series or all outstanding Series (the Issuer "Defeased Series") on the date the applicable conditions set forth in Section 12.04(c) are satisfied ("Defeasance"); provided, however, that the following rights, obligations, powers, duties and immunities shall have irrevocably pledged survive with respect to the Bond Trustee for Defeased Series until otherwise terminated or discharged hereunder: (i) the benefit rights of Holders of Investor Certificates of the Bondholders cash or government bonds accepted by Defeased Series to receive, solely from the Bond Trustee (the “Defeasance Pledge”) trust fund provided for in such amounts as will be sufficient for the payment Section 12.04(c), payments in respect of principal (including if applicable premium payable upon exercise of a Call Option) and interest on such Investor Certificates when such payments. are due; (ii) the Outstanding Bonds Transferor's obligations with respect to Final Maturity Date such Certificates under Sections 6.04 and 6.05; (or redemption upon an exercise iii) the rights, powers, trusts, duties and immunities of a notified Call Optionthe Trustee, the Paying Agent and the Transfer Agent and Registrar hereunder; and (iv) or any other amount agreed between the Parties;this Section 12.04. (b) no Event of Default shall have occurred and be continuing on Subject to Section 12.04(c), the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, Transferor at any time during any hardening period applicable its option may cause Collections allocated to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties;Defeased Series and available to acquire additional Receivables to be applied to acquire Eligible Investments rather than additional Receivables. (c) if The following shall be the Bonds are securedconditions to Defeasance under Section 12.04(a): (i) the Transferor irrevocably shall have deposited or caused to be deposited with the Trustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust for making the payments described below, (A) Dollars in an amount, or (B) Eligible Investments which through the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount, or (C) a combination thereof, in each case sufficient to pay and discharge, and, which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of the Defeased Series on the dates scheduled for such payments in this Agreement and the applicable Supplements and all amounts owing to the Series Enhancers with respect to the Defeased Series; (ii) prior to its first exercise of its right pursuant to this Section 12.04 with respect to a Defeased Series to substitute money or Eligible Investments for Receivables, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (d) the Issuer Transferor shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer Tax Opinion with respect to such deposit and termination of obligations and an Opinion of Counsel to the effect that such deposit and termination of obligations will not result in the Defeasance Pledge was not made by Trust being required to register as an "investment company" within the Issuer with the intent of preferring the Bondholders over any other creditors meaning of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or othersInvestment Company Act; and (eiii) the Issuer Transferor shall have delivered to the Bond Trustee and each Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer's Certificate of the Transferor stating that the Transferor reasonably believes that such deposit and termination of obligations will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any certificate event that, with the giving of notice or legal opinion reasonably required by the Bond Trustee regarding the Security lapse of time, would constitute a Pay Out Event to occur with respect to any Series; and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (iiv) the compliance Transferor shall have received written notice from each Rating Agency that such deposit and termination 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 obligations will not be subject have a Ratings Effect and shall have delivered copies of each such written notice 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 Servicer and the corporate domicile of the Issuer,Trustee.

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 an 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 the following conditions (“Security and Covenant Defeasance”): (a) If the Issuer State shall have irrevocably pledged pay or cause to be paid the principal of and interest on all of the Certificates and all amounts due and owing to the Bond Trustee for Seller and the benefit Trustee, then the pledge of the Bondholders cash Trust Estate and all other rights granted hereby to the Trustee or government bonds accepted the Certificate Holders shall be discharged and satisfied. In such event, upon the request of the State, the Trustee shall execute and deliver to the State all such instruments as may be desirable to evidence such discharge and satisfaction, and the Trustee, without any request required, shall pay or deliver all moneys, securities and funds held by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient it pursuant to this Trust Agreement that are not required for the payment of principal (including if applicable premium payable upon exercise of a Call Option) and interest on Certificates not theretofore surrendered for such payment to the Outstanding Bonds State or to Final Maturity Date (such officer, board or redemption upon an exercise of a notified Call Option) or any other amount agreed between body as may then be entitled by law to receive the Parties;same. (b) no Event A Certificate shall be deemed to have been paid within the meaning of Default and with the effect expressed in this Section if (i) sufficient money for the payment of the principal of and interest on such Certificate shall then be held by the Trustee (through deposit by the State of moneys for such payment or otherwise, regardless of the source of such moneys), whether at or prior to the maturity of such Certificates or (ii) if the maturity of such Certificate shall not then have arrived, provision shall have occurred been made for the payment of the principal of and be continuing interest on such Certificate on the date due dates for such payments, by deposit with the Trustee (or other method satisfactory to the Trustee) of establishment Government Obligations, the principal of and the interest on which when due, together with any uninvested cash, will provide sufficient moneys for such payment and the Trustee shall have given notice, at the expense of the Defeasance PledgeState, or insofar by first class mail, postage prepaid, to all Certificate Holders at their addresses as Events of Default from bankruptcy or insolvency events they appear on the registration books maintained by the Trustee, that such moneys are concerned, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period so available for non-Norwegian companies) or any other date agreed between the Parties;such payment. (c) Anything in this Trust Agreement to the contrary notwithstanding, any moneys held by the Trustee in trust for the payment and discharge of any of the Certificates that remain unclaimed for three (3) years (or such earlier or later date then specified under applicable law) after the date on which such Certificates became due and payable either at their stated maturity dates, if such moneys were held by the Bonds are securedTrustee at such dates or for three (3) years (or such earlier or later date then specified under applicable law) after the date of deposit of such moneys if deposited with the Trustee after such date, shall, at the written request of the State Representative, be repaid by the Trustee to the State or to such officer, board or body as may then be entitled by law to receive such moneys, as its absolute property and free from trust, and the Trustee shall thereupon be released and discharged; provided, however, that, before being required to make any such payment, the Defeasance Pledge Trustee may, at the expense of the State, give notice, by first class mail, postage prepaid, to all Certificate Holders at their addresses as they appear on the registration books maintained by the Trustee, that such moneys remain unclaimed and that, after a date named in such notice which date shall be considered as a replacement not fewer than forty (40) nor more than ninety (90) days after the date of giving of such notice, the security established prior balance of such moneys then unclaimed shall be returned 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,State.

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 an 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 Section 1701 of the Base Indenture shall be superseded by this Section 2.12. The Issuer mayCompany shall be deemed to have been discharged from their obligations with respect to all of the outstanding Debentures on the date of the deposit referred to in subparagraph (1) hereof, and the provisions of this Indenture, as it relates to such outstanding Debentures, shall no longer be in effect (and the Trustee, at its option the expense of the Company, shall, upon the request of the Company, execute proper instruments acknowledging the same), except as to: (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (1) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and (ii) the rights, powers, trust and at any time, elect immunities of the Trustee hereunder and the duties of the Trustee under Section 402 of the Base Indenture and the duty of the Trustee to have certain obligations discharged (see Clause 18.2.2) upon complying with authenticate Debentures issued on registration of transfer of exchange; provided that the following conditions (“Security and Covenant Defeasance”):shall have been satisfied: (a1) the Issuer Company shall have deposited, or caused to be deposited, irrevocably pledged with the Trustee, under the terms of an escrow trust agreement satisfactory to the Bond Trustee Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Bondholders Holders of the Debentures, cash or government bonds accepted by the Bond Trustee in U.S. dollars and/or Eligible Instruments (the “Defeasance Pledge”including U.S. Government Obligations) in such amounts as will be sufficient for which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (including if applicable premium payable upon exercise and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a Call Option) nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of and interest on all the Outstanding Bonds to Final Maturity Date (Debentures on the dates such payments of principal or redemption upon an exercise of a notified Call Option) or any other amount agreed between the Partiesinterest are due and payable; (b2) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date of establishment of such deposit; (3) such deposit and the Defeasance Pledgerelated intended consequences will not result in a breach or violation of, or insofar as Events constitute a default or event of Default from bankruptcy or insolvency events are concerneddefault under, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) Indenture or any other date agreed between material indenture, agreement or other instrument binding upon the PartiesCompany or its subsidiaries or any of their properties or assets; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (d4) the Issuer Company shall have delivered to the Bond Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (a) the Company has received from, or there has been published by, the Internal Revenue Service a certificate signed by its Chief Executive Officer ruling (which ruling shall be satisfactory to the Trustee), or (b) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge 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, defeasance and discharge had not occurred; (5) the Company shall have delivered to the Trustee an Officers' Certificate stating that the Defeasance Pledge deposit was not made by the Issuer Company with the intent of preferring the Bondholders Holders over any other creditors of the Issuer Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer Company; (6) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or otherssuch trust shall be qualified under such Act or exempt from regulation thereunder; and (e7) the Issuer Company shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent 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 12.12 have been complied with. Notwithstanding a defeasance of the conditions Debentures, the Company shall continue to have the right to cause a Remarketing of the Security and Covenant DefeasanceDebentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., (ii) that 60 days following 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,Remarketing Date).

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Security and Covenant Defeasance”): (a) 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 an exercise of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties;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) 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, or (3) a combination of sufficient money and such Governmental Obligations, will provide sufficient moneys, shall be held by the Trustee (or any Paying Agent) for such purpose under the “Defeasance Pledge”) provisions of this Indenture, and provision shall also be made for paying all Trustee’s and Paying Agents’ fees and expenses and other sums payable hereunder by the Authority, then and in that case such amounts as will Bonds shall no longer be sufficient for deemed to be outstanding under this Indenture, and in the payment of principal (including if applicable premium payable upon exercise of a Call Option) event the foregoing shall apply to all Bonds secured hereby, the right, title and interest on the Outstanding Bonds to Final Maturity Date (or redemption upon an exercise of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance PledgeTrustee shall thereupon cease, or insofar as Events determine and become void. Upon any such termination of Default from bankruptcy or insolvency events are concernedthe Trustee’s title, at any time during any hardening period applicable to on demand of the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are securedAuthority, the Defeasance Pledge Trustee shall release this Indenture and shall execute such documents to evidence such release as 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, 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 3.05 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 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 an 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 an exercise of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default shall have occurred and be continuing on the date of establishment 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 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 an 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(a) Notwithstanding anything to the contrary contained in the Note, this Deed of Trust or the other Loan Documents, at any time after the second (2nd) anniversary of the date that is 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 this Deed of Trust and provided (unless Beneficiary shall otherwise consent, in its option sole discretion) no default or Event of Default has occurred and at is continuing hereunder or under any timeof the other Loan Documents, elect Grantor shall have the right to have certain obligations discharged obtain the release of the Property from the lien of this Deed of Trust and the other Loan Documents (see Clause 18.2.2the "Defeasance") upon complying with the satisfaction of each of the following conditions precedent: (“1) not less than thirty (30) days' prior written notice to the Beneficiary specifying a regular Payment Date under the Note (the "Defeasance Election Date") on which the Defeasance Deposit (hereinafter defined) is to be made; (2) the remittance to the Beneficiary on the related Defeasance Election Date of interest accrued and unpaid on the outstanding principal amount of the Note to and including the Defeasance Election Date and the scheduled amortization payment due on such Defeasance Election Date, together with all other amounts then due and payable under the Note, this Deed of Trust and the other Loan Documents; (3) the irrevocable deposit with the Beneficiary of an amount (the "Defeasance Deposit") of U.S. Government Securities (hereinafter defined), which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, cash in an amount sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Beneficiary, to pay and discharge the Scheduled Defeasance Payments (hereinafter defined); (4) the delivery on or prior to the Defeasance Election Date to the Beneficiary of: (A) a security agreement, in form and substance satisfactory to the Beneficiary, creating a first priority lien on the Defeasance Deposit (the "Defeasance Security Agreement"), which Defeasance Security Agreement shall be included within the definition of "Deed of Trust" for purposes of each Loan Document from and Covenant Defeasance”):after the date of its execution; (B) a release of the Property from this Deed of Trust, the Assignment and any UCC Financing Statements relating thereto (for execution by the Beneficiary) in a form appropriate for cancellation of such documents in the jurisdiction in which the Property is located and termination of the Cash Management Agreement; (C) certificate of an authorized representative of Grantor certifying that the requirements set forth in this subparagraph (a) the Issuer shall have irrevocably pledged been satisfied; (D) an opinion of counsel for Grantor in form and substance satisfactory to the Bond Trustee Beneficiary to the effect that the Beneficiary has a perfected first priority security interest in the Defeasance Deposit; (E) an opinion of counsel for Beneficiary, prepared and delivered by the benefit servicer at Grantor's reasonable expense, stating that any trust formed as a REMIC in connection with any Secondary Market Transaction will not fail to maintain its status as a REMIC as a result of such Defeasance; (F) evidence in writing from the applicable Rating Agencies to the effect that the collateral substitution will not result in a downgrading, withdrawal or qualification of the Bondholders cash respective ratings in effect immediately prior to such Defeasance for any securities issued in connection with the Secondary Market Transaction which are then outstanding; and (G) such other certificates, documents or government bonds accepted by the Bond Trustee instruments as Beneficiary may reasonably request; (the “Defeasance Pledge”5) in such amounts as will be sufficient for the payment by Grantor to Beneficiary of principal all reasonable out-of-pocket costs and expenses (including if applicable premium payable upon exercise including, without limitation, reasonable attorneys' fees and disbursements) incurred or anticipated to be incurred by Beneficiary in connection with the release of a Call Option) the Property from the lien of this Deed of Trust and interest on the Outstanding Bonds other Loan Documents pursuant to Final Maturity Date (or redemption upon an exercise this Section 1.35 including, without limitation, Beneficiary's determination of a notified Call Option) or any other amount agreed between whether Grantor has satisfied all of the Parties;related conditions and requirements set forth in this Section 1.35. (b) Upon compliance with the requirements of subparagraph (a) above, the Property shall be released from the lien of this Deed of Trust, the Assignment and any UCC Financing Statements related thereto, the obligations hereunder and under the other Loan Documents with respect to the Property shall no Event longer be applicable and the Defeasance Deposit shall be the sole source of Default collateral securing the Note. Beneficiary shall have occurred apply the Defeasance Deposit and be continuing the payments received therefrom to the payment of all scheduled principal and interest payments (the "Scheduled Defeasance Payments") due on all successive Payment Dates under the Note after the Defeasance Election Date including the payment due on the date of establishment of Maturity Date (as defined in the Defeasance PledgeNote). Grantor, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable pursuant to the Defeasance Pledge Security Agreement or other appropriate document, shall direct that the payments received from the Defeasance Deposit shall be made directly to Beneficiary and applied to satisfy the obligations of Grantor under the Note. In connection with such release, if Grantor shall continue to own any assets other than the Defeasance Deposit, Grantor shall establish or designate a single-purpose, bankruptcy-remote successor entity acceptable to Beneficiary (or the relevant period "Successor Trustor"), with respect to which a nonconsolidation opinion satisfactory in form and substance to Beneficiary has been delivered to Beneficiary (if such nonconsolidation opinion was required of Grantor in connection with the origination of the indebtedness secured hereby) in which case Grantor shall transfer and assign to the Successor Trustor all obligations, rights and duties under the Note and the Defeasance Security Agreement, together with the pledged Defeasance Deposit. The Successor Trustor shall assume the obligations of Grantor under the Note and the Defeasance Security Agreement, and Grantor shall be relieved of its obligations hereunder and thereunder. Grantor shall pay One Thousand and No/100 Dollars ($1,000.00) to the Successor Trustor as consideration for non-Norwegian companies) or any other date agreed between the Parties;assuming such Grantor obligations. (c) if the Bonds are securedAs used herein, the Defeasance Pledge term "U.S. Government Securities" shall be considered as a replacement mean securities that are direct obligations 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 United States 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 America for the benefit full and timely 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 its full faith and the corporate domicile of the Issuer,credit is pledged.

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 an 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 mayAt the Issuer's 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 shall be deemed to have irrevocably pledged been Discharged (as defined below) from its respective obligations under the Securities on the 91st day after the applicable conditions set forth below have been satisfied or (b) the Issuer 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 Bond Securities at any time after the applicable conditions set forth below have been satisfied: (1) the Issuer shall have deposited or caused to be deposited irrevocably with the Trustee for as funds in trust, specifically pledged 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) 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 Issuer; 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 an exercise 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 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 Partiesinterest 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 (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; (d3) the Issuer 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 Issuer's obligations in respect of the Securities is in accordance with the intent provisions of preferring this Indenture and (B) either (i) an Opinion of Counsel to the Bondholders over any other creditors effect that Holders of the Issuer Securities will not recognize income, gain or with the intent of defeating, hindering, delaying or defrauding any other creditors loss for United States federal income tax purposes as a result of the Issuer exercise of the option under this Section 9.5 and will 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 others(ii) a private letter ruling to that effect directed to the Trustee received from the United States Internal Revenue Service; and (e4) the Issuer deposit of such funds or investments 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,contravene applicable law.

Defeasance. 18.2.1 The Issuer mayAny Bond shall be deemed to be no longer Outstanding when payment of the principal of such Bond, at its option and at any timeplus interest thereon to the Maturity thereof (whether such Maturity be by reason of the Stated Maturity thereof or giving of notice redemption therefor, elect if notice of such redemption has been given or waived or irrevocable arrangements therefor satisfactory to the Trustee have certain obligations discharged (see Clause 18.2.2been made) upon complying with the following conditions (“Security and Covenant Defeasance”): (a) shall have been provided for by depositing for such payment from funds of the Issuer shall have irrevocably pledged under the terms provided in this Section (1) money sufficient to make such payment or (2) money and Governmental Obligations certified to the Bond Trustee for and the benefit Issuer by an independent accountant of the Bondholders cash or government bonds accepted by the Bond Trustee (the “Defeasance Pledge”) national reputation to mature as to principal and interest in such amounts and at such times as will shall, without further investment or reinvestment of either the principal amount thereof or the interest earnings therefrom be sufficient for to make such payment, provided that all necessary and proper fees, compensation, and expenses of the Trustee and Paying Agents pertaining to the Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for to the satisfaction of the Trustee. Any such deposit shall be made either with the Trustee or, if notice of such deposit is given to the Trustee, with a state or nationally chartered bank with a minimum combined capital and surplus of $50,000,000, as escrow agent, with irrevocable instructions to transfer the amounts so deposited and investment income therefrom to the Trustee or the Paying Agents in the amounts and at the times required to pay principal (including if applicable premium payable upon exercise of a Call Option) and interest on the Bonds with respect to which such deposit is made at the Maturity thereof and of such interest or the Stated Maturity, as the case may be. In the event such deposit is made with respect to some but not all of the Bonds then Outstanding, the Trustee shall select the Outstanding Bonds in the same manner as provided in Section 4.03 for the selection of Bonds to Final Maturity Date (or redemption upon an exercise of a notified Call Option) or any other amount agreed between be redeemed. Notwithstanding anything herein to the Parties; (b) contrary however, no Event of Default such deposit shall have occurred and be continuing on the date effect hereinabove described (1) if made during the existence of establishment default hereunder of which the Trustee has received written notice unless made with respect to all 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 Bonds then Outstanding and (or the relevant period for non-Norwegian companies2) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge unless there 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 an Opinion of Counsel to the effect that such deposit shall not adversely affect any exemption from federal income taxation of interest on any Bond. Any money and Governmental Obligations deposited with the Defeasance Pledge was not made Trustee for such purpose shall be held by the Issuer with Trustee in a segregated account in trust for the intent of preferring the Bondholders over any other creditors Holders of the Issuer Bonds with respect to which such deposit is made and together with any investment income therefrom, shall be disbursed solely to pay the principal of and interest on the Bonds when due. No money or with Governmental Obligations so deposited pursuant to this Section shall be invested or reinvested unless in Governmental Obligations and unless such money not invested, such Governmental Obligations not reinvested, and such new investments are together certified by an independent accountant of national reputation to be of such amounts, maturities, and interest payment dates and to bear such interest as will, without further investment or reinvestment of either the intent of defeatingprincipal amount thereof or the interest earnings therefrom, hinderingbe sufficient to make such payment. At such times as a Bond shall be deemed to be paid hereunder, delaying as aforesaid, it shall no longer be secured by or defrauding any other creditors of the Issuer or others; and (e) the Issuer shall have delivered entitled to the Bond Trustee benefits of this Indenture, except for purposes of any certificate such payment from such money 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,Governmental 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) If and when any Outstanding Obligation or portion thereof shall be paid and discharged in any one or more of the Issuer following ways: (1) By paying or causing to be paid the principal and interest represented by such Obligations Outstanding, as and when the same become due and payable; (2) By depositing with a Depository Trustee, in trust for such purpose, at or before the payment date therefor, money which, together with the amounts then on deposit in the Payment Fund is fully sufficient to pay or cause to be paid all principal and interest due represented by such Obligations Outstanding; or (3) By depositing with a Depository Trustee, in trust for such purpose, Defeasance Obligations which are noncallable in such amount as shall have irrevocably pledged be certified to the Bond Trustee and the City in a report by an independent firm of nationally recognized certified public accountants acceptable to the Trustee and the City, as being fully sufficient, together with the interest to accrue thereon and moneys then on deposit in the Payment Fund together with the interest to accrue thereon, to pay and discharge or cause to be paid and discharged all principal and interest represented by such Obligations at their respective prepayment or payment dates, which deposit may be made in accordance with the provisions of Section 6 of the Purchase Agreement; notwithstanding that any Obligations shall not have been surrendered for payment, all obligations of the Trustee and the City with respect to such Outstanding Obligations shall cease and terminate, except only the obligation of the Trustee to pay or cause to be paid, from funds deposited pursuant to subsections (2) or (3) of this Section and paid to the Trustee by the Depository Trustee, to the Owners of the Obligations not so surrendered and paid all sums due with respect thereto, and in the event of deposits pursuant to subsections (2) or (3) and the obligations of the City under Section 10.3 hereof, the Obligations shall continue to represent direct and proportionate interests of the Owners thereof in such funds. (b) Any funds held by the Trustee, at the time of one of the events described in paragraph (a) of this Section, which are not required for the benefit of payment to be made to the Bondholders cash Owners or government bonds accepted by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal (including if applicable premium payable upon exercise of a Call Option) and interest on the Outstanding Bonds to Final Maturity Date (or redemption upon an exercise of a notified Call Option) or any other amount agreed between amounts due and payable by the Parties; (b) no Event of Default City hereunder or under the Purchase Agreement, shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable paid over to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties;City. (c) Any Obligation or portion thereof in Authorized Denominations may be paid and discharged as provided in this Section; provided however, that if principal represented by any such Obligation is to be prepaid, notice of such prepayment shall have been given in accordance with the Bonds are securedprovisions hereof or the City shall have submitted to the Trustee instructions to be irrevocable as to the date upon which such Obligation or portion thereof is to be prepaid and as to the giving of notice of such prepayment; and provided further, that if any such Obligation or portion thereof will not be payable within sixty (60) days of the deposit referred to in subsections (a)(2) or (a)(3) of this Section, the Defeasance Pledge Trustee shall be considered as a replacement give notice of the security established prior such deposit by first class mail to the Defeasance Pledge;Owners. (d) No Obligation may be provided for as described in this Section if, as a result thereof, or of any other action in connection with which the Issuer shall have delivered provisions for payment of such Obligation is made, the interest payable on any Obligation is thereby made includable in gross income for federal income tax purposes. The Trustee, the Depository Trustee, and the City may rely upon a Special Counsel’s Opinion to the Bond Trustee a certificate signed by its Chief Executive Officer effect that the Defeasance Pledge was not made by the Issuer with the intent provisions of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; and (e) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance of the conditions of the Security and Covenant Defeasance, (ii) that the Defeasance Pledge constitutes a valid, perfected and enforceable security in favour of the Bond Trustee for the benefit of the Bondholders which this subsection will not be subject to breached by so providing for the payment of any rights of creditors of the Issuer or any bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer,Obligations.

Defeasance. 18.2.1 The Issuer 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 an 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 Issuer mayIf and when all Outstanding Certificates shall be paid and discharged in any one or more of the following ways then, at its option the election of the Board, and at notwithstanding that any timeCertificates shall not have been surrendered for payment, elect all obligations of the Trustee and the Board under this Indenture with respect to have certain obligations discharged (see Clause 18.2.2) upon complying with all Outstanding Certificates shall cease and terminate, except only the following conditions (“Security obligation of the Trustee to pay or cause to be paid to the Owners of the Certificates not so surrendered and Covenant Defeasance”):paid all sums due thereon, without further payment of interest or earnings thereon: (a) By well and truly paying or causing to be paid the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit principal of the Bondholders cash or government bonds accepted by the Bond Trustee (the “Defeasance Pledge”) in 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 an 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 Parties;pay all Certificates Outstanding, including all principal thereof and interest thereon; or (c) if By irrevocably depositing with the Bonds are securedTrustee, in trust, direct, non-callable obligations of the United States of America consisting of United States Treasury bills, certificates, notes and bonds (including State and Local Government Series), and non-callable zero coupon United States Treasury bonds in such amount as an independent certified public accountant shall certify and determine will, together with the interest to accrue thereon, the Defeasance Pledge beginning cash deposit and amounts then on deposit in the Installment Payment Fund, together with the interest to accrue thereon, be fully sufficient, without reinvestment, to pay and discharge all Certificates (including all principal and interest) at or before their respective maturity dates, as provided in Section 9.1 of the Purchase Contract. Certificates shall be considered as a replacement deemed “Outstanding” under this Indenture unless and until they are in fact paid and retired or the above criteria are met. Any funds held by the Trustee, at the time of one of the security established prior events described in paragraphs (a) through (c) of this Section, which are not required for the payment to be made to Owners, shall be paid over to the Defeasance Pledge; (d) the Issuer Board. 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 redeemed, notice of such redemption shall have delivered been given in accordance with the provisions hereof or the Board 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 redeemed and as to the giving of notice of such redemption; and 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 mature or be redeemed within 60 days of the Issuer or with deposit referred to in paragraphs (b) through (c) 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 Board makes the advance deposit required by Section 9.1 of the Issuer Purchase Contract, or others; and (e) prepays the Issuer Installment Payments in full pursuant to Section 9.2 of the Purchase Contract, or pays all Installment Payments during the term of the Purchase Contract as the same become due and payable, any right, title and interest of the Trustee in and to each element of the Improvements shall have delivered be transferred to and vested in the Bond Board. The Trustee agrees to take any certificate or legal opinion and all steps and execute and record any and all documents reasonably required by the Bond Trustee regarding Board to evidence the Security termination of any right, title and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance interest of the conditions of Trustee in 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,Improvements.

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 an 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 Issuer mayIf the City shall pay or cause to be paid, or there shall otherwise be paid, to the Owners of any Outstanding Bonds the interest due thereon and the principal thereof, at its option the times and at in the manner stipulated therein and in this Agreement, then the Owners of such Bonds shall cease to be entitled to the pledge of Assessments, and all covenants, agreements and other obligations of the City to the Owners of such Bonds under this Agreement shall thereupon cease, terminate and become void and be discharged and satisfied; provided that the covenants set forth in Sections 5.08, 6.02(d) and 8.01 shall survive the defeasance or payment of the Bonds. In such event, the Fiscal Agent shall execute and deliver to the City all such instruments as may be desirable to evidence such discharge and satisfaction, and the Fiscal Agent shall pay over or deliver to the City after payment of any timeamounts due the Fiscal Agent hereunder all money or securities held by them pursuant to this Agreement which are not required for the payment of the interest due on, elect and the principal of, such Bonds. Any Outstanding Bond shall be deemed to have certain obligations discharged (see Clause 18.2.2) upon complying with been paid within the meaning expressed in the first paragraph of this Section if such Xxxx is paid in any one or more of the following conditions (“Security and Covenant Defeasance”):ways: (a) by paying or causing to be paid the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit principal of the Bondholders cash or government bonds accepted by the Bond Trustee (the “Defeasance Pledge”) in 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 such Xxxx, as and when the Outstanding Bonds to Final Maturity Date (or redemption upon an 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 PledgeFiscal Agent, 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 Assessment Fund, the Reserve Fund and the Redemption Fund, is fully sufficient to pay the Defeasance Pledge (or principal of, premium and interest on all Bonds Outstanding 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) by depositing with the Fiscal Agent, in trust, non-callable Federal Securities in such amount as the Finance Director determines will, together with the interest to accrue thereon and moneys then on deposit in the Assessment Fund, the Reserve Fund and the Redemption Fund, together with the interest to accrue thereon without further investment, be fully sufficient to pay and discharge the principal of, premium, if any, and interest on all Bonds Outstanding as and when the same shall become due and payable; then, notwithstanding that any Bonds shall not have been surrendered for payment, all obligations of the City under this Agreement with respect to all Outstanding Bonds shall cease and terminate, except for the obligation of the Fiscal Agent to pay or cause to be paid to the Owners of the Bonds are securednot so surrendered and paid, all sums due thereon and except for the Defeasance Pledge covenants of the City contained in Sections 5.08, 6.02(d) and 8.01 hereof. Any money or securities deposited with the Fiscal Agent to defease the Bonds shall be considered as accompanied by a replacement certificate of a certified public accountant confirming the accuracy of the security established prior calculations establishing the sufficiency of such deposit, and an opinion of Bond Counsel that the deposit of such money or securities will not impair the exclusion from gross income for federal income tax purposes of interest on the Bonds. Any funds held by the Fiscal Agent at the time of payment or defeasance of the Bonds, which are not required for the purpose above mentioned, or for payment of amounts due the Fiscal Agent hereunder shall be paid over to the Defeasance Pledge; (d) City. The Bonds and the Issuer original assessments shall have delivered to remain in full force and effect and the Bond Trustee a certificate signed by its Chief Executive Officer that the Defeasance Pledge was not made Bonds shall be secured 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 original Assessments until (i) the compliance of the conditions of the Security and Covenant DefeasanceBonds mature, (ii) that Assessments are prepaid and the Defeasance Pledge constitutes a validBonds are redeemed, perfected and enforceable security in favour (iii) apportionment of the Bond Trustee for the benefit original Assessments occurs pursuant to Parts 10.0 and 10.5 of Division 10 of the Bondholders which will not be subject Act, or (iv) the original Assessments are superseded and supplemented by reassessments and refunding bonds issued pursuant to any rights of creditors Division 11 or Division 11.5 of the Issuer Streets and Highways Code, at which time the refunding escrow shall become the security for any outstanding Bonds not exchanged for refunding bonds. Any proceeds of sale of any refunding bonds may be deposited in escrow or any bankruptcy, insolvency, reorganization trust with a bank or similar laws affecting creditors rights generally under trust company and shall be secured in accordance with the laws applicable to funds of the jurisdiction where the Defeasance Pledge was established City and the corporate domicile of the Issuer,shall be invested in Federal Securities.

Defeasance. 18.2.1 The Issuer mayIf there is paid or caused to be paid from the Bond Fund to the Holders of all of the Bonds secured hereby the principal of, at its option premium, if any, and at interest which is and shall 110 117 thereafter become due and payable thereon, together with all other sums payable hereunder by the Authority, then and in that case the rights, title and interest of the Trustee hereunder shall cease and terminate, and such Bonds shall cease to be entitled to any timelien, elect benefit or security under this Agreement. In such event, the Trustee shall transfer and assign to the Borrower all property then held by the Trustee, shall execute such documents as may be reasonably required by the Authority or the Borrower to evidence such transfer and assignment and shall turn over to the Borrower any surplus in the Bond Fund and any balance remaining in the Construction Fund. If the Authority shall pay or cause to be paid to the Holders of less than all of the outstanding Bonds the principal of, premium, if any, and interest which is and shall thereafter become due and payable upon such Bonds, such Bonds, or portions thereof, shall cease to be entitled to any lien, benefit or security under this Agreement. Any outstanding Bond, or any portion thereof in the principal amount of FIVE THOUSAND DOLLARS ($5,000) or any multiple thereof, shall be deemed to have certain obligations discharged (see Clause 18.2.2) upon complying been paid within the meaning and with the following conditions (“Security effect expressed in this Section 1301 when the whole amount of the principal of, premium, if any, and Covenant Defeasance”): interest on such Bond shall have been paid or when (a) in case said Bonds or portions thereof have been selected for redemption in accordance with Section 301 hereof prior to their maturity, the Issuer Borrower shall have irrevocably pledged given to the Bond Trustee for irrevocable instructions to give in accordance with the benefit provisions of Section 302 hereof notice of redemption of such Bonds, or portions thereof, (b) there shall be on deposit with the Trustee moneys or Defeasance Obligations which shall not contain provisions permitting the redemption thereof other than at the option of the Bondholders cash holder, the principal of and the interest on which when due, and without any reinvestment thereof, will provide moneys which shall be sufficient to pay when due the principal of and interest due and to become due on said Bonds or government bonds accepted by portions thereof on or prior to the Bond Trustee redemption date or maturity date thereof, as the case may be, (the “Defeasance Pledge”c) in the event said Bonds, or portions thereof, do not mature and are not to be redeemed within the next succeeding sixty (60) days, the Borrower shall have given the Trustee irrevocable instructions to give notice, as soon as practicable in the same manner as a notice of redemption is given pursuant to Section 302 hereof, to the Holders of said Bonds, or portions thereof, stating that the deposit of moneys or Defeasance Obligations required by clause (b) of this paragraph has been made with the Trustee and that said Bonds are deemed to have been paid in accordance with this Section and stating such amounts as will maturity or redemption date upon which moneys are to be sufficient available for the payment of the principal (including if applicable premium payable upon exercise of a Call Option) and interest on the Outstanding Bonds to Final Maturity Date (or redemption upon an exercise of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledgesaid Bonds, or insofar as Events of Default from bankruptcy or insolvency events are concernedportions thereof, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (d) the Issuer Trustee shall have delivered received an opinion of counsel experienced in bankruptcy matters, satisfactory to the Bond Trustee a certificate signed by its Chief Executive Officer Trustee, the Guarantor and the Authority, to the effect that the Defeasance Pledge was not made by the Issuer with the intent of preferring payment to the Bondholders over any other creditors of the Issuer or with moneys described in clause (b) of this paragraph would not constitute a voidable preference under the intent of defeating, hindering, delaying or defrauding any other creditors provisions of the Issuer or others; and United States Bankruptcy Code in the event of an Act of Bankruptcy, and (e) the Issuer Trustee 112 119 shall have delivered received an Opinion of Counsel experienced in federal tax matters satisfactory to the Bond Trustee any certificate and the Authority, to the effect that the deposit of the moneys or legal opinion reasonably required Defeasance Obligations described in clause (b) of this paragraph would not adversely affect the treatment of the interest received by Bondholders as income from sources within the Commonwealth for purposes of the Code or otherwise would not result in an Event of Taxability (assuming continuing compliance by the Bond Borrower with the source of income covenants set forth in the Loan Agreement). Neither the moneys nor the Defeasance Obligations deposited with the Trustee regarding pursuant to this Section nor principal or interest payments on any such obligations shall be withdrawn or used for any purpose other than, and shall be held in trust for, the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance payment of the conditions principal of and interest on said Bonds, or portions thereof. If the Defeasance Obligations deposited with the Trustee pursuant to this Section are purchased with proceeds of refunding bonds issued by the Authority, such Defeasance Obligations must meet the requirements of the Security and Covenant Defeasance, (ii) that the Defeasance Pledge constitutes a valid, perfected and enforceable security in favour Act. If payment of less than all of the Bond Bonds is to be provided for in the manner and with the effect expressed in this Section, the Trustee shall select such Bonds, or portions thereof, in the manner specified in Section 301 hereof for the benefit selection for redemption of less than all of the Bondholders which will not be subject Bonds in the principal amounts designated to any rights of creditors of the Issuer or any bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under Trustee by the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer,Borrower. 113 120

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Security and Covenant Defeasance”):‌ (a) If and when the Issuer Obligations shall have irrevocably pledged be paid and discharged in any one or more of the following ways: (1) By paying or causing to be paid the principal and interest represented by such Obligations Outstanding, as and when the same become due and payable; (2) By depositing with a Depository Trustee, in trust for such purpose, at or before the payment date therefor, money which, together with the amounts then on deposit in the Payment Fund is fully sufficient to pay or cause to be paid all principal and interest represented by such Obligations Outstanding; or (3) By depositing with a Depository Trustee, in trust for such purpose, Defeasance Obligations which are noncallable in such amount as shall be certified to the Bond Trustee and the City in a report by an independent firm of nationally recognized certified public accountants acceptable to the Trustee and the City, as being fully sufficient, together with the interest to accrue thereon and moneys then on deposit in the Payment Fund together with the interest to accrue thereon, to pay and discharge or cause to be paid and discharged all principal and interest represented by the Obligations at the payment or prepayment dates, which deposit may be made in accordance with the provisions of Section 7 of the Purchase Agreement; notwithstanding that any Obligations shall not have been surrendered for payment, all obligations of the Trustee and the City with respect to such Outstanding Obligations shall cease and terminate, except only the obligation of the Trustee to pay or cause to be paid, from funds deposited pursuant to subsections (2) or (3) of this Section and paid to the Trustee by the Depository Trustee, to the Owners of the Obligations not so surrendered and paid all sums due with respect thereto, and in the event of deposits pursuant to subsections (2) or (3), the Obligations shall continue to represent direct and proportionate interests of the Owners thereof in such funds. (b) Any funds held by the Trustee, at the time of one of the events described in paragraph (a) of this Section, which are not required for the benefit of payment to be made to the Bondholders cash Owners or government bonds accepted by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal (including if applicable premium payable upon exercise of a Call Option) and interest on the Outstanding Bonds to Final Maturity Date (or redemption upon an exercise of a notified Call Option) or any other amount agreed between amounts due and payable by the Parties; (b) no Event of Default City hereunder or under the Purchase Agreement, shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable paid over to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties;City. (c) The Obligations may be paid and discharged as provided in this Section; provided that if the Bonds are securedObligations will not be payable within sixty (60) days of the deposit referred to in subsections (2) or (3) of this Section, the Defeasance Pledge Trustee shall be considered as a replacement give notice of the security established prior such deposit by first class mail to the Defeasance Pledge;Owners. (d) No Obligations may be provided for as described in this Section if, as a result thereof, or of any other action in connection with which the Issuer shall have delivered provisions for payment of such Obligation is made, the interest payable on the Obligation is thereby made includable in gross income for federal income tax purposes. The Trustee, the Depository Trustee and the City may rely upon a Special Counsel’s Opinion to the Bond Trustee a certificate signed by its Chief Executive Officer effect that the Defeasance Pledge was not made by the Issuer with the intent provisions of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; and (e) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance of the conditions of the Security and Covenant Defeasance, (ii) that the Defeasance Pledge constitutes a valid, perfected and enforceable security in favour of the Bond Trustee for the benefit of the Bondholders which this Subsection will not be subject to breached by so providing for the payment of any rights of creditors of the Issuer or any bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer,Obligations.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Security and Covenant Defeasance”): (a) When the principal of, redemption premium, if any, and interest on all Bonds issued hereunder shall have been paid, including without limitation the Purchase Price for Bonds tendered under Section 2.2 hereof, or provision has been made for payment of the same, together with the compensation of the Trustee and all other sums payable hereunder by the Issuer, the right, title and interest of the Trustee in and to the Trust Estate and the security interests shall thereupon cease, and the Trustee, on written demand of the Issuer, shall release this Indenture and the security interests and shall execute such documents to evidence such release as may be reasonably required by the Issuer and shall turn over to the Lessee or to such person, body or authority as may be entitled to receive the same all balances then held by the Trustee hereunder; provided, that, if any payments have been derived from draws by the Trustee under the Credit Facility in connection with such release, such balances shall be paid to the Credit Facility Issuer to the extent of such payments. If payment or provision therefor is made with respect to less than all of the Bonds, the particular Bonds (or portion thereof) for which provision for payment shall have been considered made shall be selected by lot by the Trustee and thereupon the Trustee shall take similar action for the release of this Indenture with respect to such Bonds. Notwithstanding anything to the contrary contained herein, Bonds purchased at the option of the owners thereof with moneys held by the Trustee pursuant to this Article XIV shall not be remarketed but shall be canceled by the Trustee. (b) Provision for the payment of Bonds shall be deemed to have been made when the Trustee holds in the Bond Fund, in trust and irrevocably set aside exclusively for such payment, (1) moneys sufficient to make such payment provided that if a Credit Facility is then held by the Trustee, such moneys shall constitute Available Moneys or (2) noncallable Governmental Obligations maturing as to principal and interest in such amounts and at such times as will provide sufficient moneys without reinvestment to make such payment; provided that the Trustee shall have received an opinion of Bond Counsel to the effect that such deposit will not affect the exclusion of the interest on any of the Bonds from the gross income of the recipients thereof for federal income tax purposes (e.g. by causing any of the Bonds to be classified as an "arbitrage bond" within the meaning of Section 148 of the Code), and provided further, that if a Credit Facility is then held by the Trustee, such Governmental Obligations shall have been on deposit with the Trustee in a separate and segregated account for a period of three hundred sixty-six (366) days during and prior to which no Event of Bankruptcy has occurred or which Governmental Obligations were purchased with Available Moneys. (c) No Bonds in respect of which a deposit under subsection (b) above has been made shall be deemed paid within the meaning of this Article unless the Trustee is satisfied that the amounts deposited are sufficient to make all payments that might become due on the Bonds, including Purchase Price payments for Bonds tendered at the option of the owners or purchased by the Lessee in lieu of redemption, if any. Notwithstanding the foregoing, no delivery to the Trustee under this subsection (c) shall be deemed a payment of any Bonds which are to be redeemed prior to their stated maturity until such Bonds shall have been irrevocably called or designated for redemption on a date thereafter on which such Bonds may be redeemed in accordance with the provisions of this Indenture or the Issuer shall have irrevocably pledged given the Trustee, in form satisfactory to the Bond Trustee, irrevocable instructions to give notice of redemption. Neither the obligations nor moneys deposited with the Trustee pursuant to this Section shall be withdrawn or used for the benefit of the Bondholders cash or government bonds accepted by the Bond Trustee (the “Defeasance Pledge”) any purpose other than, and shall be segregated and held in such amounts as will be sufficient for trust for, the payment of the principal of, redemption premium, if any, Purchase Price (including if applicable premium payable upon exercise of a Call Optionapplicable) and interest on the Outstanding Bonds with respect to Final Maturity Date (which such deposit has been made. In the event that such moneys or obligations are to be applied to the payment of principal of, or redemption upon an exercise premium, if any, on any Bonds more than sixty (60) days following the deposit thereof with the Trustee, the Trustee shall mail a notice stating that such moneys or obligations have been deposited and identifying the Bonds for the payment of a notified Call Option) which such moneys or any other amount agreed between the Parties; (b) no Event obligations are being held to all owners of Default shall have occurred and be continuing such Bonds at their addresses shown on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge;Bond Register. (d) the Issuer shall have delivered Anything in Article XIV to the Bond Trustee a certificate signed by its Chief Executive Officer that the Defeasance Pledge was not made by the Issuer contrary notwithstanding, if moneys or Governmental Obligations have been deposited or set aside with the intent of preferring Trustee pursuant to this Article for the Bondholders over any other creditors payment of the Issuer principal of, redemption premium, if any, Purchase Price (if applicable) and interest on the Bonds, and such moneys or with Governmental Obligations do not constitute Available Moneys, no amendment to the intent provisions of defeating, hindering, delaying or defrauding any other creditors this Article shall be made without the consent of the Issuer or others; andowner of each of the Bonds affected thereby. (e) Notwithstanding the Issuer shall have delivered foregoing, those provisions relating to the Bond Trustee purchase of Bonds upon the demand of any certificate Bondholders, the maturity of Bonds, interest payments and dates thereof, and the dates, premiums and notice requirements for optional and mandatory redemption or legal opinion reasonably required by purchase and the Trustee's remedies with respect thereto, and provisions relating to exchange, transfer and registration of Bonds, replacement of mutilated, destroyed, lost or stolen Bonds, the safekeeping and cancellation of Bonds, non-presentment of Bonds, the holding of moneys in trust and repayments to the Lessee or the Credit Facility Issuer from the Bond Trustee regarding Fund and the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance duties of the conditions Trustee in connection with all of the Security foregoing and Covenant Defeasancethe fees, (ii) that the Defeasance Pledge constitutes a valid, perfected expenses and enforceable security in favour indemnities of the Bond Trustee for Trustee, shall remain in effect and shall be binding upon the benefit Trustee, the Issuer, the Lessee and the Bondholders notwithstanding the release and discharge of the Bondholders which will not be subject to any rights lien of creditors of the Issuer or any bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer,this Indenture.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Security and Covenant Defeasance”): (a) When the principal or redemption price, as the case may be, of, and interest on, all Bonds issued hereunder have been paid, or provision has been made for payment of the same, together with all amounts due to the Trustee and all other sums payable hereunder by the Issuer, and all obligations owed to the Credit Facility Issuer have been paid and the Credit Facility has been returned to the Credit Facility Issuer for cancellation, the right, title and interest of the Trustee in the Agreement, the Note and the moneys payable thereunder shall thereupon cease and the Trustee, on demand of the Issuer, shall release this Indenture and shall execute such documents to evidence such release as may be reasonably required by the Issuer and shall turn over to the Company all balances then held by it hereunder; provided, however, that notwithstanding any other provision in this Indenture, any money in the Credit Facility Account shall be paid solely to the Credit Facility Issuer and not to the Company. If payment or provision therefor is made with respect to less than all of the Bonds, the particular Bonds (or portion thereof) for which provision for payment shall have been considered made shall be selected by lot by the Bond Registrar, and thereupon the Trustee shall take similar action for the release of this Indenture with respect to such Bonds. (b) Provision for the payment of Bonds shall be deemed to have been made when the Trustee holds in the Bond Fund, in trust and irrevocably set aside exclusively for such payment, (i) moneys sufficient to make such payment and any payment of the purchase price of Bonds pursuant to Section 5.01 and/or (ii) Governmental Obligations (but only of the type set forth in subdivision (a) of the definition thereof unless the Credit Facility Issuer and the Bond Insurer consent in writing to investments of the type set forth in subdivisions (b) and (c) of the definition thereof) maturing as to principal and interest in such amounts and at such times as will provide sufficient moneys (without consideration of any investment earnings thereof) to make such payment and any payment of the purchase price of Bonds pursuant to Section 5.01, and which are not subject to prepayment, redemption or call prior to their stated maturity; provided that if a Credit Facility is then held by the Trustee, such payment and any payment of the purchase price of Bonds pursuant to Section 5.01 shall be made only from proceeds of the Credit Facility deposited directly into the Credit Facility Account or the Credit Facility Proceeds Account, as applicable, or the Company shall have caused to be delivered to the Trustee both a certification as to whether the Bonds are then rated and an opinion of Bankruptcy Counsel which opinion, if the Bonds are then rated, shall be satisfactory to the Rating Agency, that any such payment and the payment of the purchase price of any Bonds pursuant to Section 5.01 will not be considered an avoidable “preferential transfer” by the Company or the Issuer under Section 547 of the United States Bankruptcy Code or any other applicable state or federal bankruptcy law, in the event of the occurrence of an Event of Bankruptcy. No Bonds in respect of which a deposit under clause (i) or (ii) above has been made shall be deemed paid within the meaning of this Article unless (A) the Bonds mature on the last day of the current Rate Period and no Bonds are required to be purchased upon demand of the owners pursuant to Section 5.01(a) or subject to mandatory purchase pursuant to Section 5.01(b) between the date of such deposit and the Maturity Date of the Bonds, or (B) the Bonds may be redeemed on or before the last day of the then current Rate Period and provision has been irrevocably made for such redemption on or before such date and no Bonds are required to be purchased upon demand of the owners pursuant to Section 5.01(a) or subject to mandatory purchase pursuant to Section 5.01(b) between the date of such deposit and the redemption date of the Bonds, or (C) the Trustee has received (i) a certificate from a firm of independent certified public accountants to the effect that the amounts deposited are sufficient, without the need to reinvest any principal or interest, to make all payments that might become due on the Bonds (a copy of such certificate to be forwarded to the Rating Agency) and (ii) the Trustee shall thereafter have received a written confirmation from the Rating Agency that such action would not result in (x) a permanent withdrawal of its rating on the Bonds or (y) a reduction in the then current rating on the Bonds; provided that notwithstanding any other provision of this Indenture, any Bonds purchased pursuant to Section 5.01 after such a deposit shall be surrendered to the Trustee for cancellation and shall not be remarketed. Notwithstanding the foregoing, no delivery to the Trustee under this subsection (b) shall be deemed a payment of any Bonds which are to be redeemed prior to their stated maturity until such Bonds shall have been irrevocably called or designated for redemption on a date thereafter on which such Bonds may be redeemed in accordance with the provisions of this Indenture and proper notice of such redemption shall have been given in accordance with Article IX or the Issuer shall have irrevocably pledged given the Trustee, in form satisfactory to the Bond Trustee, irrevocable instructions to give, in the manner and at the times prescribed by Article IX, notice of redemption. Neither the obligations nor moneys deposited with the Trustee pursuant to this Section shall be withdrawn or used for any purpose other than, and shall be segregated and held in trust for, the benefit payment of the Bondholders cash principal or government bonds accepted by redemption price of and interest on the Bond Bonds with respect to which such deposit has been made. In the event that such moneys or obligations are to be applied to the payment of principal or redemption price of any Bonds more than sixty (60) days following the deposit thereof with the Trustee, the Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient shall mail a notice to all owners of Bonds for the payment of principal (including if applicable premium payable upon exercise which such moneys or obligations are being held, to their registered addresses, stating that moneys or obligations have been deposited with the Trustee and identifying the Bonds for the payment of which such moneys or obligations are being held and shall also mail a Call Option) and interest on copy of that notice to the Outstanding Bonds to Final Maturity Date (or redemption upon an exercise of a notified Call Option) or any other amount agreed between Rating Agency; provided, however, that the Parties; (b) no Event of Default Trustee shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, no liability or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable obligation to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties;Rating Agency if it shall fail to give such organization such notice. (c) Anything in Article XVI to the contrary notwithstanding, if moneys or Governmental Obligations have been deposited or set aside with the Trustee pursuant to this Article for the payment of the principal or redemption price of the Bonds are securedand the interest thereon and the principal or redemption price of such Bonds and the interest thereon shall not have in fact been actually paid in full, no amendment to the provisions of this Article shall be made without the consent of the owner of each of the Bonds affected thereby. Notwithstanding the foregoing, those provisions relating to the purchase of Bonds, the Defeasance Pledge maturity of Bonds, the Depository and the Book-Entry System interest payments and dates thereof, drawings upon the Credit Facility, if any, and the Trustee’s remedies with respect thereto, and provisions relating to exchange, transfer and registration of Bonds, replacement of mutilated, destroyed, lost or stolen Bonds, the safekeeping and cancellation of Bonds, non-presentment of Bonds, the Rebate Fund and arbitrage matters under Section 148(f) of the Code, the holding of moneys in trust, and repayments to the Credit Facility Issuer or the Company from the Bond Fund and the duties of the Trustee in connection with all of the foregoing and the fees, expenses and indemnities of the Trustee, shall remain in effect and shall be considered as a replacement binding upon the Trustee, the Issuer, the Company and the Bondholders notwithstanding the release and discharge of the security established prior to the Defeasance Pledge; lien of this Indenture. (dEnd of Article XVI) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; and (e) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance of the conditions of the Security and Covenant Defeasance, (ii) that the Defeasance Pledge constitutes a valid, perfected and enforceable security in favour of the Bond Trustee for the benefit of the Bondholders which will not be subject to any rights of creditors of the Issuer or any bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer,100

Defeasance. 18.2.1 The Issuer may, 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 an 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(e), Borrower may from time to time obtain the release of one or more of the Properties from the Liens of the Loan Documents by Defeasing a portion of the Loan equal to the sum of the Release Gxxxxxx Sachs Commercial Mortgage Capital, L.P. Loan Agreement Life Time Fitness Portfolio Prices of the Properties so released, provided that (1) DSCR for the Fiscal Quarter then most recently ended, recalculated to include only income and expense attributable to the Properties remaining after the release and to exclude the interest expense and principal payments on the date of establishment aggregate amount to be prepaid, shall be equal to or greater than the DSCR for the Fiscal Quarter then most recently ended for all Properties inclusive of the Property to be released, (2) Borrower shall reimburse Lender for any actual out-of-pocket costs and expenses incurred by Lender in connection with this Section 2.1 (including the reasonable fees and expenses of legal counsel and the Servicer); provided further that unless the entire Loan is Defeased, there shall be not fewer than four (4) Properties continuing to secure the Loan; 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 PledgeCollateral sufficient to provide payments on or prior to, or insofar and in any event as Events close as possible to, all successive Payment Dates through and including the Maturity Date in an amount sufficient (x) to pay the interest and principal due on such Payment Dates in respect of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable a portion of the Loan equal to the Defeasance Pledge amount Defeased and (or y) to repay the relevant period for non-Norwegian companies) or any other date agreed between outstanding principal balance of such portion of the PartiesLoan on the first Payment Date in the Prepayment Period; (cii) if written confirmation from an independent certified public accounting firm reasonably satisfactory to Lender that such Defeasance Collateral is sufficient to provide the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledgepayments described in clause (i) above; (diii) the Issuer shall have delivered a security agreement, in form and substance reasonably satisfactory to the Bond Trustee Lender, creating in favor of Lender a certificate signed by its Chief Executive Officer that the first priority perfected security interest in such Defeasance Collateral (a “Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; andAgreement”); (eiv) the Issuer shall have an opinion of counsel for Borrower, in form and substance reasonably satisfactory to Lender and delivered by counsel reasonably satisfactory to the Bond Trustee any certificate or legal opinion reasonably required by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance PledgeLender, including any certificate or legal opinion on opining (i) the compliance of the conditions of the Security and Covenant Defeasance, (ii1) that the Defeasance Pledge constitutes Agreement has been duly authorized and is enforceable against Borrower in accordance with its terms and that Lender has a valid, perfected 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 for the benefit Loan under Section 1001 of the Bondholders which will 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 subject 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 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; Gxxxxxx Sxxxx Commercial Mortgage Capital, L.P. Loan Agreement Life Time Fitness Portfolio (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 legal counsel and any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection herewith); (ix) an amendment to the LTF CO Lease deleting the Property to be released from the Liens of the Issuer or any bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally Loan Documents from the premises demised to LTF CO under the laws LTF CO Lease and reducing the basic rent payable under the LTF CO Lease by $1,978,531.30 per Property released. Lender shall reasonably cooperate with Borrower to avoid the incurrence of mortgage recording taxes in connection with a Defeasance. (b) If the Loan is not Defeased in full, Borrower shall execute and deliver all documents necessary to amend and restate the Note with two substitute Notes (which shall be cross-defaulted with each other): one note having a principal balance equal to the Defeased portion of the jurisdiction where 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 Undefeased Notes may be the subject of a further Defeasance in accordance with the terms of this Section 2.1 (the term “Note”, as used in this Section 2.1, being deemed to refer to the Undefeased Note that is the subject of further Defeasance). (c) Borrower may cause the Defeased Note to be assumed by a bankruptcy-remote entity satisfactory to Lender and the Rating Agencies to which Borrower shall transfer all of the Defeasance Pledge was established Collateral (a “Defeasance Borrower”), provided 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 corporate domicile Defeasance Borrower shall have delivered such other documents, certificates and legal opinions as Lender shall reasonably request. (d) At the time of Defeasance, Borrower shall transfer and assign all of its interest in the Property or Properties released in connection with the Defeasance to a third party, unless the Loan is Defeased in full and assumed by a Defeasance Borrower in accordance with Section 2.1(c), 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 Issuer,Loan. (e) 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 not such date pay to Lender all reasonable losses, costs and expenses suffered by Lender as a consequence of such rescission. Gxxxxxx Sachs Commercial Mortgage Capital, L.P. Loan Agreement Life Time Fitness Portfolio (f) 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 applicable Property or Properties from the Liens of the Loan Documents or to assign the applicable portion of such Liens and the Defeased portions of the Note to a third party to the extent necessary to avoid the incurrence of mortgage recording taxes.

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 an a exercise of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security Security established prior to the Defeasance Pledge; (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; and (e) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance of the conditions of the Security and Covenant Defeasance, (ii) that the Defeasance Pledge constitutes a valid, perfected and enforceable security Security in favour of the Bond Trustee for the benefit of the Bondholders which will not be subject to any rights of creditors of the Issuer or any bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer,, (iii) any relevant tax issues concerning the Bondholders, (iv) any valuation of any assets or (vii) any other certificate or opinion regarding the Security and Covenant Defeasance or the Defeasance Pledge. 18.2.2 Upon the exercise by the Issuer of its option under Clause 18.2.1: (a) the Issuer shall be released from their obligations under all provisions in Clause 13, except Clauses 13.2.1(a), (e), (h), (i) and (j), or as otherwise agreed; (b) the Issuer shall not (and shall ensure that all Group Companies shall not) take any actions that may cause the value of the Security created by this Security and Covenant Defeasance to be reduced, and shall at the request of the Bond Trustee execute, or cause to be executed, such further documentation and perform such other acts as the Bond Trustee may reasonably require in order for the Security to remain valid, enforceable and perfected by the Bond Trustee for the account of the Bondholders; (c) any guarantor(s) shall be discharged from their obligations under the guarantee(s), and the guarantee(s) shall cease to have any legal effect, or as otherwise agreed; (d) any Security other than the Defeasance Pledge shall be discharged, and the Bond Trustee shall take all steps reasonably possible for it to cause such discharge to be effected, by way of deletion of the relevant security document from the relevant register, notice to third parties or as otherwise required, or as otherwise agreed; and (e) all other provisions of this Bond Agreement (except (a) – (c) above) shall remain fully in force without any modifications, or as otherwise agreed. 18.2.3 All amounts owed by the Issuer hereunder covered by the Defeasance Pledge shall be applied by the Bond Trustee, in accordance with the provisions of this Bond Agreement, against payment to the Bondholders of all sums due to them under this Bond Agreement on the due date thereof. Any excess funds not required for the payment of principal, premium and interest to the Bondholders (including any expenses, fees etc. due to the Bond Trustee hereunder) shall be returned to the Issuer.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Security and Covenant Defeasance”):When: (a) (i) the Issuer Notes secured hereby shall have irrevocably pledged become due and payable in accordance with their terms or otherwise as provided in the Trust Agreement, and the whole amount of the principal and the interest and premium, if any, so due and payable with respect to all Notes shall be paid, or (ii) if the Notes shall not have become due and payable in accordance with their terms, the Trustee shall hold, sufficient cash or Defeasance Obligations, or a combination of both, the principal of and the interest on which, when due and payable, will provide sufficient money to pay the principal of, and the interest and premium, if any, with respect to all Notes then Outstanding to the Bond Trustee maturity date or dates of such Notes or to the date or dates specified for the benefit prepayment thereof; and (b) if Notes are to be called for prepayment, irrevocable instructions to call such Notes for prepayment shall have been given by the County to the Trustee; and (c) sufficient funds shall also have been provided or provision made for paying all other obligations payable under the Trust Agreement, the Agreement or the Deed of Trust by the County or the Corporation; then and in such case the right, title and interest of the Bondholders cash or government bonds accepted Trustee in the funds and accounts held by the Bond Trustee (under the “Defeasance Pledge”) Trust Agreement shall thereupon cease, determine and become void and, upon being furnished with an opinion, in form and substance reasonably satisfactory to the Trustee, of counsel approved by the Trustee, to the effect that all conditions precedent to the release of the Trust Agreement have been satisfied, the Trustee shall release the Trust Agreement and shall execute such amounts documents to evidence such release as will may be sufficient required by such counsel, and the Trustee shall turn over to the County any surplus in, and all balances remaining in, all funds, accounts and subaccounts held under the Trust Agreement, other than money held for the or payment or prepayment of the Notes. Otherwise, the Trust Agreement shall be, continue and remain in full force and effect; provided, however, that the Trustee shall nevertheless retain such rights, powers and privileges under the Trust Agreement as may be necessary and convenient in respect of the Notes for the payment of principal (including if applicable the principal, interest, and any purchase price or premium payable upon exercise of a Call Option) with respect to such Notes for which such cash or Defeasance Obligations have been deposited and interest on shall retain such rights, powers and privileges under the Outstanding Bonds to Final Maturity Date (or redemption upon an exercise of a notified Call Option) or any other amount agreed between Trust Agreement as may be necessary and convenient for the Parties; (b) no Event of Default shall have occurred registration, transfer and be continuing on the date of establishment exchange 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 Notes; and provided further that the Defeasance Pledge was not Notes shall continue to represent proportionate and undivided interests in the right to receive Installment Payments made by the Issuer County under the Agreement. All cash and Defeasance Obligations held by the Trustee pursuant to this Section shall be held in trust and applied to the payment, when due, of the Notes payable therewith. In the event that any of the Notes are advance refunded, the County shall cause to be delivered a verification report of a verification agent acceptable to the Trustee. If a forward supply contract is employed in connection with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeatingadvance refunding, 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 verification report shall expressly state that the adequacy of the conditions of escrow to accomplish the Security refunding relies solely on the initial escrowed investments and Covenant Defeasance, the maturing principal thereof and interest income thereon and does not assume performance under or compliance with the forward supply contract and (ii) the applicable escrow agreement shall provide that in the Defeasance Pledge constitutes a valid, perfected and enforceable security in favour event of any discrepancy or difference between the terms of the Bond Trustee for forward supply contract and the benefit escrow agreement and the Trust Agreement, the terms 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 escrow agreement and the corporate domicile of the Issuer,Trust Agreement shall be controlling.

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 an exercise of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security Security established prior to the Defeasance Pledge; (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; and (e) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance of the conditions of the Security and Covenant Defeasance, (ii) that the Defeasance Pledge constitutes a valid, perfected and enforceable security Security in favour of the Bond Trustee for the benefit of the Bondholders which will not be subject to any rights of creditors of the Issuer each Obligor or any bankruptcy, insolvency, reorganization reorganisation or similar laws affecting creditors creditors' rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer,, (iii) any relevant tax issues concerning the Bondholders, (iv) any valuation of any assets or

Defeasance. 18.2.1 The If the Bonds are in an Interest Mode other than a Weekly Mode or Monthly Mode and if the Issuer may, at its option and at shall pay or provide for the payment (other than by the Credit Enhancer) of any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with Bond or Bonds Outstanding in any one or more of the following conditions (“Security and Covenant Defeasance”):ways: (a) by paying or causing to be paid, from Available Moneys, the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit principal of the Bondholders cash or government bonds accepted by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal (including redemption premium, if applicable premium payable upon exercise of a Call Optionany) and interest on such Bonds, as and when the Outstanding Bonds to Final Maturity Date (or redemption upon an exercise of a notified Call Option) or any other amount agreed between the Partiessame become due and payable; (b) no Event by depositing with the Trustee, in trust and irrevocably setting aside exclusively for such payment, at or before maturity, Available Moneys in an amount sufficient to pay or redeem (when redeemable) Bonds (including the payment of Default redemption premium, if any, and interest payable on such Bonds to the maturity or redemption date thereof), provided that such moneys, if invested, shall have occurred be invested in Government Securities which are not subject to redemption and be continuing on payment prior to maturity except at the date of establishment option of the Defeasance Pledgeholder thereof ("Non-Callable Government Securities") in an amount and with maturities, without consideration of any income or insofar increment to accrue thereon, sufficient to pay or redeem (when redeemable) and discharge the indebtedness on such Bonds at or before their respective maturity dates, to pay the interest thereon 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 Partiesit comes due; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior by delivering to the Defeasance Pledge;Trustee, for cancellation by it, such Bonds; or (d) by depositing with the Trustee, in trust, Non-Callable Government Securities acquired with Available Moneys in such amounts as are certified to the Trustee to be fully sufficient, together with other Available Moneys deposited therein and together with the income or increment to accrue thereon, without consideration of any reinvestment thereof, to pay or redeem (when redeemable) and discharge the indebtedness on such Bonds at or before their respective maturity dates, to pay the interest thereon as it comes due; then such Bond or Bonds shall be deemed to be paid within the meaning of this Article and shall cease to be entitled to any lien, benefit or security under this Indenture, except for the purposes of any such payment from such moneys or Government Securities and except for the purposes of registration, transfer and exchange of such Bonds. If all the Bonds are not to be redeemed within 30 days, the Trustee shall mail, as soon as practicable, in the manner prescribed by Article IV hereof, a notice to the owners of such Bonds that the deposit required by (b) or (d) above has been made with the Trustee and that said Bonds are deemed to have been paid in accordance with this Article and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of or redemption price, if applicable, on said Bonds as specified in (1)) or (d) above. Notwithstanding the foregoing, in the case of the Bonds which by their terms may be redeemed prior to the stated maturities thereof, no deposit under clauses (b) or (d) of the immediately preceding paragraph shall be deemed a payment of such Bonds as aforesaid until, as to all such Bonds which are to be redeemed prior to their respective stated maturities and as to Bonds subject to interest rate adjustment prior to maturity which shall be redeemed prior to the next Interest Adjustment Date, proper notice of such redemption shall have been given in accordance with Article IV of this Indenture or irrevocable instructions shall have been given to the Trustee to give such notice at the time when such notice may be given pursuant to the provisions of this Indenture. Notwithstanding any provisions of any other Section of this Indenture which may be contrary to the provisions of this Section, all Available Moneys or Non-Callable Government Securities or other investments acceptable to the Credit Enhancer set aside and held in trust pursuant to the provisions of this Section for the payment of Bonds (including redemption premium thereon, if any, and interest) shall be applied to and used solely for the payment of the particular Bonds (including redemption premium thereon, if any, and interest) with respect to which such Available Moneys and Non-Callable Government Securities or other investments acceptable to the Credit Enhancer have been so set aside in trust. The Issuer may at any time surrender to the Trustee for cancellation by it any Bond previously authenticated and delivered which the Issuer may have acquired in any manner whatsoever, and such Bonds, upon such surrender and cancellation, shall have delivered be deemed 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 be paid 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,retired.

Defeasance. 18.2.1 The Issuer mayIf and when all Outstanding Certificates shall be paid and discharged in any one or more of the following ways then, at its option the election of the Board, and at notwithstanding that any timeCertificates shall not have been surrendered for payment, elect all obligations of the Trustee and the Board under this Indenture with respect to have certain obligations discharged (see Clause 18.2.2) upon complying with all Outstanding Certificates shall cease and terminate, except only the following conditions (“Security obligation of the Trustee to pay or cause to be paid to the Owners of the Certificates not so surrendered and Covenant Defeasance”):paid all sums due thereon, without further payment of interest or earnings thereon: (a) By well and truly paying or causing to be paid the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit principal of the Bondholders cash or government bonds accepted by the Bond Trustee (the “Defeasance Pledge”) in 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 an 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 or before maturity, money which, together with the amounts then on deposit in the Installment Payment Fund, is fully sufficient to pay all Certificates Outstanding, including all principal thereof and interest and premium, if 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;thereon; or (c) if By irrevocably depositing with the Bonds are securedTrustee, in trust, direct, non-callable obligations of the United States of America consisting of United States Treasury bills, certificates, notes and bonds (including State and Local Government Series), and non-callable zero coupon United States Treasury bonds in such amount as will be, together with the interest to accrue thereon, the Defeasance Pledge beginning cash deposit and amounts then on deposit in the Installment Payment Fund, together with the interest to accrue thereon, fully sufficient, without reinvestment, to pay and discharge all Certificates (including all principal and interest) at or before their respective maturity dates, as provided in Section 9.1 of the Purchase Contract. Any funds held by the Trustee, at the time of one of the events described in paragraphs (a) through (c) of this Section, which are not required for the payment to be made to Owners, shall be considered paid over to the Board. Any Certificate or portion thereof in authorized denominations may be paid and discharged as a replacement provided in this Section; provided, however, that if any such Certificate or portion thereof is to be redeemed, notice of such redemption shall have been given in accordance with the provisions hereof or the Board shall have submitted to the Trustee instructions expressed to be irrevocable as to the date upon which such Certificate or portion thereof is to be redeemed and as to the giving of notice of such redemption; and provided further, that if any such Certificate or portion thereof will not mature or be redeemed within 60 days of the security established prior deposit referred to in paragraphs (b) through (c) of this Section, the Trustee shall give notice of such deposit by first class mail to the Defeasance Pledge; (d) Owners. If the Issuer shall have delivered to Board makes the Bond Trustee a certificate signed advance deposit required 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 Section 9.1 of the Issuer Purchase Contract, or with prepays the intent of defeating, hindering, delaying or defrauding any other creditors Installment Payments in full pursuant to Section 9.2 of the Issuer Purchase Contract, or others; and (e) pays all Installment Payments during the Issuer term of the Purchase Contract as the same become due and payable, any right, title and interest of the Trustee in and to each element of the Improvements shall have delivered be transferred to and vested in the Bond Board. The Trustee agrees to take any certificate or legal opinion and all steps and execute and record any and all documents reasonably required by the Bond Trustee regarding Board to evidence the Security termination of any right, title and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance interest of the conditions of Trustee in 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,Improvements.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Security and Covenant Defeasance”):); (a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Bondholders cash or government bonds obligations accepted by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal (including if applicable premium payable upon exercise of a Call Optioncall option) and interest on the Outstanding Bonds to Final Maturity Date (or redemption upon an exercise of a notified Call Option) or any other amount agreed between the Partiescall option); (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonable acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for Norwegian income tax purposes as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening in the period applicable to ending on the 181st day after the date of establishment of the pledge, (d) neither the Defeasance Pledge (nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the relevant period for non-Norwegian companies) articles of association or any other date agreed between corporate documents of the PartiesIssuer; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (de) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer or another authorized representative that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; and; (ef) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, Pledge (including any certificate from its Chief Executive Officer or another authorized representative and a legal opinion on from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that the Defeasance Pledge (i) the compliance will not be subject to any rights of creditors of the conditions of the Security and Covenant DefeasanceIssuer, (ii) that the Defeasance Pledge constitutes will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders which Bondholders, and (iii) after the 181st day following the establishment, the funds and assets so pledged will not be subject to the effects of any rights of creditors of the Issuer or any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where 1) the Defeasance Pledge was established and 2) the corporate domicile of the Issuer,. 18.2.2 Upon the exercise by the Issuer of its option under Clause 18.2.1: (a) the Issuer shall be released from its obligations under all provisions in Clause 13, except 13.2.1 (a), (e), (h) and (i). (b) the Issuer shall not (and shall ensure that all Group Companies shall not) take any actions that may cause the value of the security interest created by this Covenant Defeasance to be reduced, and shall at the request of the Bond Trustee execute, or cause to be executed, such further documentation and perform such other acts as the Bond Trustee may reasonably require in order for the security interests to remain valid, enforceable and perfected by the Bond Trustee for the account of the Bondholders; (c) any security interests other than the Defeasance Pledge shall be discharged, and the Bond Trustee shall take all steps reasonably possible for it to cause such discharge to be effected, by way of deletion of the relevant security document from the relevant register, notice to third parties or as otherwise required; (d) all other provisions of the Bond Agreement shall remain fully in force without any modifications. 18.2.3 All amounts covered by the Defeasance Pledge shall be applied by the Bond Trustee, in accordance with the provisions of this Bond Agreement, to the payment to the Bondholders of all sums due to them under this Bond Agreement on the due date thereof. Any funds and interest thereon not required for the payment of principal, premium and interest to the Bondholders (including any expenses, fees etc. due to the Bond Trustee hereunder) shall be returned to the Issuer.

Defeasance. 18.2.1 The Issuer may, at its option and at Notwithstanding anything to the contrary in this Agreement or any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Security and Covenant Defeasance”):Supplement: (a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit The Seller and any Affiliate of Seller that is a Holder of the Bondholders cash Exchangeable Seller Certificate may at Seller’s option be discharged from its obligations hereunder with respect to any Certificate Series or government bonds accepted by the Bond Trustee all outstanding Certificate Series (the “Defeasance PledgeDefeased Series”) on the date the applicable conditions set forth in such amounts as will be sufficient subsection 12.5(c) are satisfied (a “Defeasance”); provided, however, that the following rights, obligations, powers, duties and immunities shall survive with respect to the Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of the Holders of Investor Certificates of the Defeased Series to receive, solely from the trust fund provided for the payment in subsection 12.5(c), payments in respect of principal (including if applicable premium payable upon exercise of a Call Option) and interest on such Investor Certificates when such payments are due; (ii) the Outstanding Bonds right of any Enhancement Provider to Final Maturity Date the repayment of any amount due to it under the applicable Enhancement and Supplement, including interest thereon; (or redemption upon an exercise iii) the Seller’s obligations with respect to such Certificates under Sections 6.3 and 6.4; (iv) the rights, powers, trusts, duties, and immunities of a notified Call Optionthe Trustee, the Paying Agent and the Registrar hereunder; and (v) or any other amount agreed between the Parties;this Section 12.5. (b) no Event of Default shall have occurred and be continuing on Subject to Section 12.5(c), the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, Seller at any time during any hardening period applicable its option may cause Collections allocated to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties;Defeased Series and available to purchase Principal Receivables to be applied to purchase Permitted Investments rather than Principal Receivables. (c) if the Bonds are secured, the Defeasance Pledge The following shall be considered as a replacement the conditions to Defeasance under subsection 12.5(a): (i) The Seller irrevocably shall have deposited or caused to be deposited with the Trustee (such deposit to be made from other than the Seller’s or any Affiliate of the security established prior Seller’s funds), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Defeasance PledgeTrustee, as trust funds in trust for making the payments described below, (A) Dollars in an amount, or (B) Permitted Investments which through the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount, or (C) a combination thereof, in each case sufficient to pay and discharge, and which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of the Defeased Series on the dates scheduled for such payments in this Agreement and the applicable Supplements and all amounts owing to the Enhancement Providers with respect to the Defeased Series; (dii) prior to its first exercise of its right pursuant to this Section 12.5 with respect to a Defeased Series to substitute money or Permitted Investments for Receivables, if any Series of Investor Certificates are outstanding that were characterized as debt at the Issuer time of their issuance, the Seller shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer Tax Opinion with respect to such deposit and termination of obligations and (in any case) an Opinion of Counsel to the effect that such deposit and termination of obligations will not result in the Defeasance Pledge was not made by Trust being required to register as an “investment company” within the Issuer with the intent of preferring the Bondholders over any other creditors meaning of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; andInvestment Company Act; (eiii) the Issuer Seller shall have delivered to the Bond Trustee and any certificate Enhancement Provider an Officer’s Certificate of the Seller stating the Seller reasonably believes that such deposit and termination of obligations will not, based on the facts known to such officer at the time of such certification, then cause an Early Amortization Event with respect to any Series or legal opinion reasonably required by any event that, with the Bond Trustee regarding giving of notice or the Security lapse of time, would result in the occurrence of an Early Amortization Event with respect to any Series; and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (iiv) 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 Rating Agency Condition shall have been satisfied and the corporate domicile Seller shall have delivered copies of such written notice to the Issuer,Servicer and the Trustee.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Security and "Covenant Defeasance”):"); (a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Bondholders cash or government bonds 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 an 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 any Obligor, or the articles of association or other corporate documents governing any Obligor; (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 the conditions creditors of the Security and Covenant Defeasanceany Obligor, (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) all Obligors 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 the Security Interests to remain valid, enforceable and perfected by the Bond Trustee for the account of the Bondholders; (c) any Security Interests other than the Defeasance Pledge shall be discharged, and the Bond Trustee shall take all steps reasonably possible for it to cause such discharge to be effected, by way of deletion of the relevant Security Document from the relevant register, notice to third parties or as otherwise required; (d) all other provisions of the Bond Agreement (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 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 moneys 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; third, to the Corporation the amount certified by an Authorized Officer of the Corporation to be then due or past due pursuant to the Agreement for fees and expenses of the Corporation or pursuant to any indemnity; and, then, the balance thereof to the City. Such moneys 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 moneys shall have irrevocably pledged been set aside and shall be held in trust by the Trustee (through deposit of moneys 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 moneys in an amount which shall be sufficient, or Defeasance Securities the principal of and interest on which when due will provide moneys which, together with the moneys, if any, deposited with the Trustee at the same time, shall be sufficient in the judgment of a firm of certified public accountants 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 moneys are 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 event said Bonds do not then bear interest at a stated rate per annum to Final Maturity Date (their respective maturity dates or redemption upon an exercise of a notified Call Option) are subject to mandatory or any other amount agreed between optional tender, the Parties; (b) no Event of Default Corporation shall have occurred and be continuing on delivered Rating Confirmations to the date Trustee. The Corporation shall give written notice to the Trustee of establishment its 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 PledgeSecurities nor moneys 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 insofar as Events Redemption Price, if applicable, of Default and interest on said Bonds; provided, however, that any moneys received from bankruptcy such principal or insolvency events are concernedinterest payments on such Defeasance Securities deposited with the Trustee, at any time during any hardening period applicable if not then needed for such purpose, shall, to the extent practicable, be reinvested in Defeasance Pledge (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 relevant period case may be. Any income or interest earned by, or increment to, the investment of any such moneys so deposited, shall, to the extent certified by the 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 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; third, to the Corporation the amount certified by an Authorized Officer of the Corporation to be then due or past due pursuant to the Agreement for non-Norwegian companies) fees and expenses of the Corporation or pursuant to any other date agreed between indemnity; and, then, the Parties;balance thereof to the City. The moneys so paid by the Trustee shall be released of any trust, pledge, lien, encumbrance or security interest created hereby. (c) if the For purposes of determining whether Variable Interest Rate Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established 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 Pledge;Securities and moneys, if any, in accordance with clause (ii) of the second sentence of paragraph (b) of this Section 12.01, the interest to come due on such Variable Interest Rate Bonds on or prior to the maturity date or redemption date thereof, as the case may be, shall be calculated at the Maximum Interest Rate permitted by the terms thereof; provided, however, that if on any date, as a result of such Variable Interest Rate Bonds having borne interest at less than such Maximum Interest Rate for any period, the total amount of moneys and Defeasance Securities on deposit with the Trustee for the payment of interest on such Variable Interest Rate Bonds is in excess of the total amount which would have been required to be deposited with the Trustee on such date in respect of such Variable Interest Rate Bonds in order to satisfy clause (ii) of the second sentence of paragraph (b) of this Section 12.01, the Trustee shall pay the amount of such excess 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; third, to the Corporation the amount certified by an Authorized Officer of the Corporation to be then due or past due pursuant to the Agreement for fees and expenses of the Corporation or pursuant to any indemnity; and, then, the balance thereof to the City. The moneys so paid by the Trustee shall be released of any trust, pledge, lien, encumbrance or security interest created hereby. (d) the Issuer Option Bonds shall be deemed to have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer that the Defeasance Pledge was not made by the Issuer been paid in accordance with the intent of preferring the Bondholders over any other creditors clause (ii) of the Issuer or with second sentence of paragraph (b) of this Section 12.01 only if, in addition to satisfying the intent requirements 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 clauses (i) and (iii) of such sentence, there shall have been deposited with the compliance Trustee 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 conditions Holders of such Bonds upon the Security and Covenant Defeasanceexercise of any options provided to the Holders of such Bonds; provided, (ii) however, that if, at the Defeasance Pledge constitutes time a valid, perfected and enforceable security in favour of deposit is made with the Bond Trustee for the benefit of the Bondholders which will not be subject 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,paragraph

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2i) upon complying with the following conditions (“Security and Covenant Defeasance”): (a) If the Issuer shall have irrevocably pledged pay or cause to be paid, or there shall otherwise be paid, to the Bond Trustee for Holders of all Bonds the benefit principal or Redemption Price, if applicable, of, Sinking Fund Installments for, interest and all other amounts due or to become due thereon or in respect thereof, at the times and in the manner stipulated therein and in this Indenture, and all fees and expenses and other amounts due and payable under this Indenture and the Loan Agreement, and any other amounts required to be rebated to the Federal government pursuant to the Tax Regulatory Agreement or this Indenture, shall be paid in full, then the pledge of any loan payments, revenues or receipts from or in connection with the Security Documents or the Facility under this Indenture and the estate and rights hereby granted, and all covenants, agreements and other obligations of the Issuer to the Bondholders cash hereunder shall thereupon cease, terminate and become void and be discharged and satisfied and the Bonds shall thereupon cease to be entitled to any lien, benefit or government bonds accepted security hereunder, except as to moneys or securities held by the Bond Trustee or the Paying Agents as provided below in this subsection. At the time of such cessation, termination, discharge and satisfaction, (1) the “Defeasance Pledge”Trustee shall cancel and discharge the lien of this Indenture and of the Mortgage and execute and deliver to the Company all such instruments as may be appropriate to satisfy such liens and to evidence such discharge and satisfaction, and (2) in such amounts as will be sufficient the Trustee and the Paying Agents shall pay over or deliver to the Company or on its order all moneys or securities held by them pursuant to this Indenture which are not required (i) for the payment of the principal (including or Redemption Price, if applicable premium payable upon exercise of a Call Option) and applicable, Sinking Fund Installments for, or interest on the Outstanding Bonds to Final Maturity Date (not theretofore surrendered for such payment or redemption upon an exercise of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; and (e) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance of the conditions of the Security and Covenant Defeasanceredemption, (ii) that the Defeasance Pledge constitutes a valid, perfected and enforceable security in favour of the Bond Trustee for the benefit payment of the Bondholders which will not be subject all such other amounts due or to any rights of creditors of the Issuer or any bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally become due under the laws Security Documents, or (iii) for the payment of any amounts the jurisdiction where Trustee has been directed to pay to the Defeasance Pledge was established and Federal government under the corporate domicile of the Issuer,Tax Regulatory Agreement or this Indenture.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Security and Covenant Defeasance”): (a) When the principal or redemption price (as the case may be) of, and interest on all Bonds issued hereunder have been paid, or provision has been made for payment of the same, together with the compensation of the Trustee and the Credit Facility Trustee and all other sums payable hereunder by the Issuer, the right, title and interest of the Trustee and the Credit Facility Trustee in and to the Trust Estate shall thereupon cease, and the Trustee and the Credit Facility 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 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 draws by the Credit Facility Trustee 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 Credit Facility 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 and the Issuer shall have irrevocably pledged received an opinion of Co-Bond Counsel to the Bond Trustee for effect that such deposit will not adversely affect the benefit tax-exempt status of the Bondholders cash or government bonds accepted 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 Bond Credit Facility 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 “Defeasance Pledge”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 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, and interest on the Bonds with respect to which such amounts as will deposit has been made. In the event that such moneys or obligations are to be sufficient applied to the payment of principal or redemption price of any Bonds more than 60 days following the deposit thereof with the Trustee, the Trustee shall mail a notice stating that such moneys or obligations have been deposited and identifying the 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 an exercise of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties;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 and the Credit Facility Trustee, shall remain in effect and shall be considered as a replacement binding upon the Trustee, the Credit Facility 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) If and when any Outstanding Obligation or portion thereof shall be paid and discharged in any one or more of the Issuer following ways: (1) By paying or causing to be paid the principal and interest represented by such Obligations Outstanding, as and when the same become due and payable; (2) By depositing with a Depository Trustee, in trust for such purpose, at or before the payment date therefor, money which, together with the amounts then on deposit in the Payment Fund is fully sufficient to pay or cause to be paid all principal and interest due represented by such Obligations Outstanding; or (3) By depositing with a Depository Trustee, in trust for such purpose, Defeasance Obligations which are noncallable in such amount as shall have irrevocably pledged be certified to the Bond Trustee for and the benefit of the Bondholders cash or government bonds accepted by the Bond Trustee City in a report (the “Defeasance PledgeVerification”) by an independent firm of nationally recognized certified public accountants acceptable to the City, as being fully sufficient, together with the interest to accrue thereon and moneys then on deposit in the Payment Fund together with the interest to accrue thereon, to pay and discharge or cause to be paid and discharged all principal and interest represented by such Obligations at their respective payment or prepayment dates, which deposit may be made in accordance with the provisions of Section 7 of the Purchase Agreement; notwithstanding that any Obligations shall not have been surrendered for payment, all obligations of the Trustee and the City with respect to such Outstanding Obligations shall cease and terminate, except only the obligation of the Trustee to pay or cause to be paid, from funds deposited pursuant to subsections (2) or (3) of this Subsection and paid to the Trustee by the Depository Trustee, to the Owners of the Obligations not so surrendered and paid all sums due with respect thereto, and in the event of deposits pursuant to subsections (2) or (3) of this Subsection, the Obligations shall continue to represent direct and proportionate interests of the Owners thereof in such amounts as will funds. (b) Any funds held by the Trustee, at the time of one of the events described in paragraph (a) of this Section, which are not required for the payment to be sufficient made to Owners or 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 an exercise of a notified Call Option) or any other amount agreed between amounts due and payable by the Parties; (b) no Event of Default City hereunder or under the Purchase Agreement, shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable paid over to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties;City. (c) Any Obligation or portion thereof in Authorized Denomination may be paid and discharged as provided in this Section; provided however, that if principal represented by any such Obligation or portion thereof is to be prepaid, notice of such prepayment shall have been given in accordance with the Bonds are securedprovisions hereof or the City shall have submitted to the Trustee instructions to be irrevocable as to the date upon which such Obligation or portion thereof is to be prepaid and as to the giving of notice of such prepayment; and provided further, that if any of such Obligation or portion thereof will not be payable within sixty (60) days of the deposit referred to in subsections (a)(2) or (3) of this Section, the Defeasance Pledge Trustee shall be considered as a replacement give notice of the security established prior such deposit by first class mail to the Defeasance Pledge;Owners. (d) No Obligation may be provided for as described in this Section if, as a result thereof, or of any other action in connection with which the Issuer shall have delivered provisions for payment of such Obligation is made, the interest payable on any Obligation is thereby made includable in gross income for federal income tax purposes. The Trustee, the Depository Trustee, and the City may rely upon a Special Counsel’s Opinion to the Bond Trustee a certificate signed by its Chief Executive Officer effect that the Defeasance Pledge was not made by the Issuer with the intent provisions of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; and (e) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance of the conditions of the Security and Covenant Defeasance, (ii) that the Defeasance Pledge constitutes a valid, perfected and enforceable security in favour of the Bond Trustee for the benefit of the Bondholders which this Subsection will not be subject to breached by so providing for the payment of any rights of creditors of the Issuer or any bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer,Obligations.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Security and Covenant Defeasance”): (a) When the Issuer principal or redemption price (as the case may be) of, and interest on, any of the 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 City (including but not limited to amounts (if any) owed to the Bond Trustee for Insurer), the benefit right, title and interest of the Bondholders cash or government bonds accepted 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 Bond Trustee Corporation and shall turn over to the 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 City shall in all events remain liable under the Purchase and Use Agreement (the “Defeasance Pledge”subject to Section 4.7 thereof) in such until all amounts as will be sufficient due and owing thereunder have been paid. (b) 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 an exercise extent such deposit does not consist of a notified Call Option) or any other amount agreed between 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 verifying that the date of establishment 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 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) the Issuer Whenever moneys or obligations 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 be deposited 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 payment or redemption of Bonds more than 60 days prior to the Bondholders date that such Bonds are to mature or be redeemed, the Trustee shall mail a notice stating that such moneys or obligations have been deposited and identifying the Bonds for the payment of which will not be subject such moneys or obligations are being held, to any rights the Holders 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 mayIf and when the Certificates delivered pursuant hereto shall become due and payable in accordance with their terms, at its option or shall become subject to redemption and at any timehave been called for redemption in accordance with Sections 2.18 and 2.19 hereof, elect to have certain obligations discharged (see Clause 18.2.2) and the whole amount of the principal and interest due and payable upon complying with all of the following conditions (“Security Certificates shall be paid, or if and Covenant Defeasance”): (a) the Issuer when provision 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 been made for the payment of the Certificates, by the deposit with the Trustee of cash or securities which are direct obligations of the United States or the payment of the principal (including if applicable premium payable upon exercise of a Call Option) and interest on which is guaranteed by the Outstanding Bonds United States, in an amount sufficient (together with interest earnings thereon without the necessity of reinvestment) to Final Maturity Date (provide for payment of said principal and interest to the maturity or earliest optional redemption upon an exercise date of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default Certificates, and after all expenses due hereunder shall have occurred been paid or provided for, pursuant to an escrow agreement entered into with respect to such funds or such other manner acceptable to the Trustee in its sole discretion, then and be continuing on in that case, the date of establishment right, title and interest of the Defeasance PledgeTrustee and the School District under this Trust Agreement shall thereupon cease, terminate and become void, and the Trustee shall assign and transfer to or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to upon 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 order of the security established prior to School District all property, money and investments (in excess of the Defeasance Pledge; (damounts required for the foregoing) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer that the Defeasance Pledge was not made then held by the Issuer with the intent of preferring the Bondholders over Trustee (including all balances in any other creditors of the Issuer fund or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; and (eaccount created under this Trust Agreement) the Issuer and shall have delivered to the Bond Trustee any certificate or legal opinion execute such documents as may be 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 School District in this regard. All indemnities of the conditions Trustee by the School District hereunder shall survive the satisfaction and discharge of this Trust Agreement. All investments made pursuant to this Section shall be made in a manner which will comply with the covenants made by the School District in Section 3.07, hereof. Notwithstanding the foregoing, any such defeasance shall be conditioned upon receipt by the Trustee of (1) a verification report prepared by independent certified public accountants, or other verification agent satisfactory to the Trustee, and (2) an Opinion of Counsel addressed and delivered to the Trustee, both to the effect that the payment of the Security principal of and Covenant Defeasanceredemption premium, (ii) that the Defeasance Pledge constitutes a validif any, perfected and enforceable security in favour interest on all of the Bond Trustee for the benefit of the Bondholders which will not such Certificates and any and all other amounts required to be subject to any rights of creditors of the Issuer or any bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally paid under the laws provisions of this Trust Agreement has been provided for in the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer,manner set forth in this Trust Agreement.

Defeasance. 18.2.1 The Issuer may, at its option and at Notwithstanding anything to the contrary in this Indenture or any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“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] [Transferors'] obligations with respect to Final Maturity Date such Notes under Sections 2.05 and 2.06; (or redemption upon an 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[s] at [its] [their] 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[s] irrevocably [has] [have] 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] [Transferors'] or any Affiliate of the security established prior [Transferor's] [Transferors'] 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 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[s] 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[s]) 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 a certificate signed an Opinion of Counsel to the effect contemplated by its Chief Executive Officer clause (b) of the definition in Section 1.01, of the term "Tax Opinion" (the preparation and delivery of which will not be at the expense of the Indenture Trustee) with respect to such deposit and termination of obligations, and an Opinion of Counsel to the effect that such deposit and termination of obligations will not result in the Issuer being required to register as an "investment company" within the meaning of the Investment Company Act; (iv) the Transferor has delivered to the Indenture Trustee an Officer's Certificate of the Transferor[s] stating that the Defeasance Pledge was not made by Transferor[s] reasonably believe[s] 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 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 a 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 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,Rating Agency Condition has been satisfied.

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 Corporation shall be deemed to have fully paid, satisfied and discharged all of the Issuer outstanding Debentures and the Trustee, at the expense of the Corporation, shall have irrevocably pledged execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding Debentures, either: (i) the Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Debentures, an amount in money, sufficient to pay, satisfy and discharge the entire amount of principal, premium (such premium to be no less than 130% of the principal amount of such Debentures, or 115% of the principal amount of such Debentures if the deposit is being made after May 28, 2027), and accrued and unpaid interest to maturity or any repayment date, as the case may be, of all such Debentures; or (ii) the Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Debentures such amount in United States dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of the United States of America as will, together with the income to accrue thereon and reinvestment thereof, be sufficient in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay, satisfy and discharge the entire amount of principal, premium (if any) and accrued and unpaid interest to maturity or any repayment date, as the case may be, of all such Debentures; and in either event: (iii) the Corporation 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 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 Debentures (together with all applicable expenses of the Trustee in connection with the payment of such Debentures); and (iv) the Corporation has delivered to the Trustee an Officer’s Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with. Any deposits with the Trustee referred to in this Section 8.5 shall be irrevocable, subject to Section 8.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal (including if applicable premium payable upon exercise of a Call Option) of, and interest and premium, if any, on the Outstanding Bonds to Final Maturity Date (or redemption upon an exercise of a notified Call Option) or any other amount agreed between the Parties;Debentures 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 8.5 with respect to all the outstanding Debentures, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2, Article 4, Article 5 and Sections 7.5 and 14.14 and the provisions of Article 1 pertaining to the foregoing provisions and this Section 8.5) shall no longer be binding upon 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;Corporation. (c) if Any funds or obligations deposited with the Bonds are secured, the Defeasance Pledge Trustee pursuant to this Section 8.5 shall be considered as a replacement denominated in the currency or denomination of the security established prior to the Defeasance Pledge;Debentures in respect of which such deposit is made. (d) If the Issuer Trustee is unable to apply any money or securities in accordance with this Section 8.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Corporation’s obligations under this Indenture and the Debentures shall have delivered be revived and reinstated as though no money or securities had been deposited pursuant to this Section 8.5 until such time as the Trustee is permitted to apply all such money or securities in accordance with this Section 8.5, provided that if the Corporation has made any payment in respect of principal, premium or interest on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Corporation 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 Debentures to receive such payment from the money or securities 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,Trustee.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Security and Covenant Defeasance”): (a) When the principal or redemption price (as the case may be) of, and interest on, all Notes 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 shall thereupon cease and the Trustee, on demand of the Issuer, shall release this Indenture and shall execute such documents to evidence such release as may be reasonably required by the Issuer and shall turn over to the Issuer or to such person, body or authority as may be entitled to receive the same all balances then held by it hereunder. If payment or provision therefor is made with respect to less than all of the Notes, the particular Notes (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 Notes. (b) Provision for the payment of Notes shall be deemed to have been made when the Trustee holds in the Note Fund, in trust and irrevocably set aside exclusively for such payment, (i) moneys sufficient to make such payment and any payment of the purchase price of Notes pursuant to Section 3.01; provided, that any such moneys necessary for the payment of Notes not yet due shall constitute Available Moneys and/or (ii) Governmental Obligations maturing as to principal and interest in such amounts and at such times as will provide sufficient moneys (without consideration of any reinvestment thereof) to make such payment and any payment of the purchase price of Notes pursuant to Section 3.01, and which are not subject to prepayment, redemption or call prior to their stated maturity; provided, that such Governmental Obligations shall have been on deposit with the Trustee in a separate and segregated account for a period of 95 days during which no Event of Bankruptcy has occurred, or shall have been purchased with Available Moneys. No Notes in respect of which a deposit under clause (i) or (ii) above has been made shall be deemed paid within the meaning of this Article unless the Trustee is satisfied that the amounts deposited are sufficient to make all payments that might become due on the Notes; provided that notwithstanding any other provision of this Indenture, any Notes purchased with such moneys pursuant to Section 3.01 shall be surrendered to the Trustee for cancellation and shall not be remarketed. Notwithstanding the foregoing, no delivery to the Trustee under this subsection (b) shall be deemed a payment of any Notes which are to be redeemed prior to their stated maturity until such Notes shall have been irrevocably called or designated for redemption on a date thereafter on which such Notes may be redeemed in accordance with the provisions of this Indenture and proper notice of such redemption shall have been given in accordance with Article VIII or the Issuer shall have irrevocably pledged given the Trustee, in form satisfactory to the Bond Trustee, irrevocable instructions to give, in the manner and at the times prescribed by Article VIII, notice of redemption. Neither the obligations nor moneys deposited with the Trustee pursuant to this Section shall be withdrawn or used for any purpose other than, and shall be segregated and held in trust for, the benefit payment of the Bondholders cash principal of, purchase price of, redemption price of and interest on the Notes 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 Notes more than 60 days following the deposit thereof with the Trustee, the Trustee (shall publish once in an Authorized Newspaper a notice stating that such moneys or obligations have been deposited and identifying the “Defeasance Pledge”) in such amounts as will be sufficient Notes for the payment of principal (including if applicable premium payable upon exercise which such moneys or obligations are being held and shall mail copies of a Call Option) all such notices to all owners of Notes for the payment of which such moneys or obligations are being held at their registered addresses and interest on the Outstanding Bonds to Final Maturity Date (or redemption upon an exercise of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to the Defeasance Pledge (or Rating Service, if the relevant period for non-Norwegian companies) or any other date agreed between the Parties;Notes are then rated by a Rating Service. (c) Anything in Article XIV to the contrary notwithstanding, if moneys or Governmental Obligations have been deposited or set aside with the Bonds are securedTrustee pursuant to this Article for the payment of the principal, purchase price or redemption price of the Notes and the interest thereon and the principal or redemption price of such Notes and the interest thereon shall not have in fact been actually paid in full, no amendment to the provisions of this Article shall be made without the consent of the owner of each of the Notes affected thereby. Notwithstanding the foregoing, those provisions relating to the purchase of Notes, the Defeasance Pledge maturity of Notes, interest payments and dates thereof, and the Trustee's remedies with respect thereto, and provisions relating to exchange, transfer and registration of Notes, replacement of mutilated, destroyed, lost or stolen Notes, the safekeeping and cancellation of Notes, non-presentment of Notes, the holding of moneys in trust, and repayments to the Issuer from the Note 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 and the Noteholders 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 this Indenture. [Balance 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,Page Intentionally Left Blank]

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 an 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 mayIf, at its option when the Bonds shall become due and at any timepayable in accordance with their terms or otherwise as provided in this Indenture and the whole amount of the principal of, elect to have certain obligations discharged (see Clause 18.2.2) premium, if any, and interest due and payable upon complying with all of the following conditions (“Security and Covenant Defeasance”): (a) the Issuer Bonds shall be paid, or provision 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 been made for the payment of principal (including if applicable premium the same, together with all other sums payable upon exercise hereunder and all amounts due and owing to the Provider of a Call Option) any Credit Facility Obligatio n relating to the Bonds and interest on all Financial Products Payments pursuant to Parity Financial Products Agreements relating to the Outstanding Bonds to Final Maturity Date (or redemption upon an exercise of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default shall have occurred been paid or provided for, then all covenants, agreements and other obligations of the District to the Owners of Bonds and the providers of any such Credit Facility Obligation and Parity Financial Products Agreement shall thereupon cease, terminate and become void and be continuing on discharged and satisfied. In such event, subject to the date provisions of establishment Section 3.11 hereof, upon the request of the Defeasance PledgeDistrict, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable the Trustee shall assign and transfer 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 securedDistrict all property then held by it, the Defeasance Pledge shall execute such documents as 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 District, shall turn over to the District or to such Person as may be designated by the District Representative any surplus held by it in any Fund and the Rebate Fund. Upon such defeasance, all money held by or on behalf of the District hereunder may be used for any lawful purpose. Any Bond Trustee regarding shall, prior to the Security maturity or Redemption Date thereof, be deemed to have been paid within the meaning and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on with the effect expressed in this Section if: (i) in case such Bond is to be redeemed on any date prior to its maturity, the compliance District shall have given to the Trustee irrevocable instructions to give notice of redemption of such Bond on said Redemption Date, such notice to be given in accordance with the conditions provisions of the Security Section 2.06 hereof; and Covenant Defeasance, (ii) there shall have been deposited in an Escrow Fund cash or Federal Securities, or both, in an amount suffic ient (including the known minimum yield from Federal Securities in which such amount may be wholly or partially invested) to pay when due the Debt Service Requirements due and to become due on such Bond on and prior to the Redemption Date or maturity date thereof, as the case may be, as evidenced by a report of an independent firm of nationally recognized certified public accountants verifying the sufficiency of the Escrow Fund to pay the applicable Bonds in full on and prior to the Redemption Date or maturity date thereof, as the case may be. The Federal Securities shall not contain provisions permitting the redemption thereof at the option of the obligor and shall become due or be callable at the option of the holder at or prior to the respective times on which the proceeds thereof shall be needed to make such Debt Service Requirements. Neither such Federal Securities (or principal or interest payments received with respect thereto) nor moneys placed in such Escrow Fund shall be withdrawn or used for any purpose other than the payment of the Debt Service Requirements of such Bond and such Federal Securities or moneys shall be held in trust solely for the payment of such Debt Service Requirements of such Bond; provided, any cash received from the principal or interest payments on such Federal Securities if not then needed for such purpose shall, to the extent practicable, be reinvested in Federal Securities maturing at times and in amounts sufficient to pay when due the Debt Service Requirements to become due on such Bond on or prior to such Redemption Date or maturity date thereof, as the case may be. Any such Bond shall no longer be secured by or entitled to the benefits of this Indenture, except for the purpose of any payment from such moneys or Federal Securities placed in such Escrow Fund. Upon compliance with the provisions of this Section with respect to all Bonds then Outstanding, this Indenture may be discharged in accordance with the provisions of this Section, but the liability of the District in respect of such Bonds shall continue provided that the Defeasance Pledge constitutes Owners thereof shall thereafter be entitled to payment only out of such Escrow Fund. In the event that there is a valid, perfected and enforceable security in favour defeasance of only part of the Bond Trustee for Bonds, the benefit Registrar shall, if requested by the District in writing, institute a system to preserve the identity of the Bondholders which will not be subject individ ual Bonds or portions thereof so defeased, regardless of changes in Bond numbers attributable to any rights transfers and exchanges of creditors of the Issuer or any bankruptcyBonds, 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 Registrar shall be entitled to reasonable compensatio n and reimbursement of expenses from the Issuer,District in connection with such system.

Defeasance. 18.2.1 The Issuer may(a) Notwithstanding anything to the contrary contained in the Sun Villa Note, this Deed of Trust or the other Loan Documents, at any time after the date which (i) is two 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," (a "REMIC") within the meaning of Section 860D of the Code in connection with a Secondary Market Transaction, that holds the Sun Villa Note and this Deed of Trust or (ii) is four years after the date hereof, whichever shall first occur, and provided (unless Lender shall otherwise consent, in its option sole discretion) no default or Event of Default has occurred and at is continuing hereunder or under any timeof the other Loan Documents, elect Borrower shall have the right to have certain obligations discharged obtain the release of the Property from the lien of this Deed of Trust and the other Loan Documents (see Clause 18.2.2the "Defeasance") upon complying with the satisfaction of each of the following conditions precedent: (“i) not less than thirty (30) days' prior written notice to Lender specifying a regular Payment Date under the Sun Villa Note (the "Defeasance Election Date") on which the Defeasance Deposit (hereinafter defined) is to be made; (ii) the remittance to Lender on the related Defeasance Election Date of interest accrued and unpaid on the outstanding principal amount of the Sun Villa Note to and including the Defeasance Election Date and the scheduled amortization payment due on such Defeasance Election Date, together with all other amounts then due and payable with respect to the Sun Villa Loan; (iii) the irrevocable deposit with Lender of an amount (the "Defeasance Deposit") of non-callable U.S. Government Securities (hereinafter defined) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, cash in an amount sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to Lender, to pay and discharge the Scheduled Defeasance Payments (hereinafter defined); (iv) the delivery on or prior to the Defeasance Election Date to Lender of: (A) a security agreement, in form and substance satisfactory to Lender, creating a first priority lien on the Defeasance Deposit (the "Defeasance Security Agreement"), which Defeasance Security Agreement shall be included within the definition of "Deed of Trust" for purposes of each Loan Document from and Covenant Defeasance”):after the date of its execution; (B) a release of the Property from this Deed of Trust, the Sun Villa Assignment and any UCC Financing Statements relating thereto (for execution by Lender) in a form appropriate for cancellation of such documents in the jurisdiction in which the Property is located (and in the case of a partial defeasance, a release of Lender's interest in the Property, if any, under the Other Loans); (C) a certificate of an authorized representative of Borrower certifying that the requirements set forth in this subparagraph (a) the Issuer shall have irrevocably pledged been satisfied; (D) an opinion of counsel for Borrower in form and substance satisfactory to Lender to the Bond Trustee effect that the Lender has a perfected first priority security interest in the Defeasance Deposit; (E) an opinion of counsel for Lender, prepared and delivered by the benefit Servicer at Borrower's reasonable expense, stating that the trust formed as a REMIC in connection with any Secondary Market Transaction will not fail to maintain its status as a REMIC as a result of such Defeasance; (F) evidence in writing from the applicable Rating Agencies to the effect that the collateral substitution will not result in a downgrading, withdrawal or qualification of the Bondholders cash respective ratings in effect immediately prior to such Defeasance for any securities issued in connection with the Secondary Market Transaction which are then outstanding; and (G) such other certificates, documents or government bonds accepted instruments as Lender may reasonably request (including, but not limited to any documents required by the Bond Trustee any Rating Agency in connection with a Secondary Market Transaction); (the “Defeasance Pledge”v) in such amounts as will be sufficient for the payment by Borrower to Lender of principal all out-of-pocket costs and expenses (including if applicable premium payable upon exercise including, without limitation, reasonable attorneys' fees and disbursements) incurred or anticipated to be incurred by Lender in connection with the release of the Property from the lien of this Deed of Trust and the other Loan Documents pursuant to this Section 1.35 including, without limitation, Lender's determination of whether Borrower has satisfied all of the related conditions and requirements set forth in this Section 1.35; and (vi) subject to the terms of Section 1.35(d) hereinbelow, a Call Option) contemporaneous Defeasance election must be undertaken and interest on completed pursuant to the Outstanding Bonds to Final Maturity Date (or redemption upon an exercise terms of a notified Call Option) or any other amount agreed between all of the Parties;Deeds of Trust and all of the Related Properties. (b) Upon compliance with the requirements of subparagraph (a) above, the Property shall be released from the lien of this Deed of Trust, the Sun Villa Assignment and any UCC Financing Statements related thereto, the obligations hereunder and under the other Loan Documents with respect to the Property shall no Event longer be applicable and the Defeasance Deposit shall be the sole source of Default collateral securing the Sun Villa Note. Lender shall have occurred apply the Defeasance Deposit and be continuing the payments received therefrom to the payment of all scheduled principal and interest payments due on all successive Payment Dates under the Sun Villa Note after the Defeasance Election Date, including full payment due on the date of establishment of Sun Villa Note on the Lockout Expiration Date (as defined in the Sun Villa Note) (the "Scheduled Defeasance PledgePayments"). Borrower, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable pursuant to the Defeasance Pledge Security Agreement or other appropriate document, shall direct that the payments received from the Defeasance Deposit shall be made directly to Lender and applied to satisfy the obligations of Borrower under the Sun Villa Note. In connection with such release, Borrower shall establish or designate a single-purpose, bankruptcy-remote successor entity acceptable to Lender (or the relevant period for "Successor Trustor"), with respect to which a non-Norwegian companiesconsolidation opinion satisfactory in form and substance to Lender has been delivered to Lender (if such a non-consolidation opinion was required of Borrower in connection with the origination of the indebtedness secured hereby) or any other date agreed between in which case Borrower shall transfer and assign to the Parties; (c) if Successor Trustor all obligations, rights and duties under the Bonds are secured, Sun Villa Note and the Defeasance Pledge Security Agreement, together with the pledged Defeasance Deposit. The Successor Trustor shall assume the obligations of Borrower under the Sun Villa Note and the Defeasance Security Agreement, and Borrower shall be considered as a replacement relieved 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; obligations hereunder 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 and when the Issuer Obligations shall have irrevocably pledged be paid and discharged in any one or more of the following ways: (1) By paying or causing to be paid the principal and interest represented by such Obligations Outstanding, as and when the same become due and payable; (2) By depositing with a Depository Trustee, in trust for such purpose, at or before the payment date therefor, money which, together with the amounts then on deposit in the Payment Fund is fully sufficient to pay or cause to be paid all principal and interest represented by such Obligations Outstanding; or (3) By depositing with a Depository Trustee, in trust for such purpose, Defeasance Obligations which are noncallable in such amount as shall be certified to the Bond Trustee and the City in a verification report by an independent firm of nationally recognized certified public accountants acceptable to the City, as being fully sufficient, together with the interest to accrue thereon and moneys then on deposit in the Payment Fund together with the interest to accrue thereon, to pay and discharge or cause to be paid and discharged all principal and interest represented by the Obligations at the payment or prepayment dates, which deposit may be made in accordance with the provisions of Section 7 of the Purchase Agreement; notwithstanding that any Obligations shall not have been surrendered for payment, all obligations of the Trustee and the City with respect to such Outstanding Obligations shall cease and terminate, except only the obligation of the Trustee to pay or cause to be paid, from funds deposited pursuant to subsections (2) or (3) of this Section and paid to the Trustee by the Depository Trustee, to the Owners of the Obligations not so surrendered and paid all sums due with respect thereto, and in the event of deposits pursuant to subsections (2) or (3), the Obligations shall continue to represent direct and proportionate interests of the Owners thereof in such funds. (b) Any funds held by the Trustee, at the time of one of the events described in paragraph (a) of this Section, which are not required for the benefit of payment to be made to the Bondholders cash Owners or government bonds accepted by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal (including if applicable premium payable upon exercise of a Call Option) and interest on the Outstanding Bonds to Final Maturity Date (or redemption upon an exercise of a notified Call Option) or any other amount agreed between amounts due and payable by the Parties; (b) no Event of Default City hereunder or under the Purchase Agreement, shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable paid over to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties;City. (c) The Obligations may be paid and discharged as provided in this Section; provided however, that if principal represented by the Obligations is to be prepaid, notice of such prepayment shall have been given in accordance with the provisions hereof or the City shall have submitted to the Trustee instructions to be irrevocable as to the date upon which the Obligations are to be prepaid and as to the giving of notice of such prepayment; and provided further, that if the Bonds are securedObligations will not be payable within sixty (60) days of the deposit referred to in subsections (2) or (3) of this Section, the Defeasance Pledge Trustee shall be considered as a replacement give notice of the security established prior such deposit by first class mail to the Defeasance Pledge;Owners. (d) No Obligations may be provided for as described in this Section if, as a result thereof, or of any other action in connection with which the Issuer shall have delivered provisions for payment of such Obligation is made, the interest payable on the Obligation is thereby made includable in gross income for federal income tax purposes. The Trustee, the Depository Trustee and the City may rely upon a Special Counsel’s Opinion to the Bond Trustee a certificate signed by its Chief Executive Officer effect that the Defeasance Pledge was not made by the Issuer with the intent provisions of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; and (e) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance of the conditions of the Security and Covenant Defeasance, (ii) that the Defeasance Pledge constitutes a valid, perfected and enforceable security in favour of the Bond Trustee for the benefit of the Bondholders which this Subsection will not be subject to breached by so providing for the payment of any rights of creditors of the Issuer or any bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer,Obligations.

Defeasance. 18.2.1 The Issuer 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 an 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) 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 an 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 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 Executive 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,). 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), (g) and (h). (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 interest to remain valid, enforceable and perfected by the Bond Trustee for the account of the Bondholders;

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 an exercise of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, 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 an exercise of 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 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 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) the Defeasance Expenses. Any funds or property held by the Trustee and interest on the Outstanding Bonds to Final Maturity Date (not required for payment or redemption of Notes and payment of Defeasance Expenses shall be distributed to the order of the Issuer upon an exercise such indemnification, if any, as the Trustee may reasonably require. If any Notes are to be defeased to a Redemption Date before the Maturity Date, the Notes to be defeased shall be subject to redemption on such Redemption Date at the Redemption Price, and the Trustee shall be deemed to have been instructed to distribute and shall distribute a notice of a notified Call Option) or any other amount agreed between the Parties;redemption of such Notes as and when required hereunder. (b) no Event Upon defeasance of Default shall have occurred and be continuing on the date of establishment all of the Defeasance PledgeNotes Outstanding, 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 pay to the Bond Trustee Servicer, a certificate signed by its Chief Executive Officer that fee in the Defeasance Pledge was not made by the Issuer with the intent amount of preferring the Bondholders over any other creditors 0.25% per annum of the Issuer or with the intent aggregate Note Principal Balance 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,Outstanding Notes.

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 all sums payable hereunder by the Corporation and the City, the right, title and interest of the Purchaser with respect to such Bonds shall thereupon cease and the Purchaser shall release this Indenture and shall execute such documents to evidence such releases as may be reasonably required by the Corporation, and the Custodian shall turn over to the Bond Trustee for Corporation or to such person, body or authority as may be entitled to receive the benefit of same all balances then held by it hereunder; provided, however, that the Bondholders cash or government bonds accepted by City shall in all events remain liable under the Bond Trustee Facilities Agreement (the “Defeasance Pledge”subject to Section 4.7 thereof) in such until all amounts as will be sufficient due and owing thereunder have been paid. (b) Provision for the payment of the Series 2018 Bond shall be deemed to have been made when the Custodian 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 an 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 Custodian shall have occurred and be continuing on received a report of an independent accountant or firm of accountants verifying that the date of establishment 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 Custodian 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 Custodian for the payment or redemption of Bonds more than 60 days prior to the date that such Bonds are to mature or be redeemed, the Corporation shall mail a notice stating that such moneys or obligations have been deposited and identifying the Series 2018 Bond Trustee a certificate signed by its Chief Executive Officer that for the Defeasance Pledge was not made by payment of which such moneys or obligations are being held, to the Issuer with Purchaser for the intent payment of preferring the Bondholders over any other creditors 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 Indenture, there shall have been delivered to the Purchaser an opinion of Bond Trustee any certificate or legal opinion reasonably required Counsel, satisfactory to the Purchaser, to the effect that interest on the Series 2018 Bond 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 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 an exercise in respect of which 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 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 1996 Trust N620SW-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 (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 an 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 First Union National Bank of North Carolina'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 TRUST INDENTURE AND SECURITY AGREEMENT [N620SW] -50- 57 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 If the Issuer maypays or causes to be paid to the Owner of any Bond the principal of and interest due and payable, and thereafter to become due and payable on such Bond, or any portion of such Bond in any payable an integral multiple of the Authorized Denomination thereof, such Bond or portion thereof will cease to be entitle to any lien, benefit or security under this Indenture. All Bonds will be deemed paid for all purposes of this Indenture when (i) payment of the greater of the principal of and the maximum amount of interest that may become due on the Bonds to the due date of such principal and interest (whether at its option maturity, upon redemption, acceleration or otherwise) and at the payment of the purchase price of any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with Bond that may be optionally tendered by the following conditions (“Security and Covenant Defeasance”): owner either (a) has been made in accordance with the Issuer shall have irrevocably pledged to terms of section 3.01 or (b) has been provided for by depositing with the Bond Trustee for the benefit of the Bondholders cash or government bonds accepted by the Bond Trustee (the “Defeasance Pledge”1) moneys sufficient to make such payment, which moneys must constitute Available Moneys, (2) noncallable Federal Securities maturing as to principal and interest in such amounts and at such times as will insure the availability of deficient moneys to make such payment without regard to the reinvestment thereof, provided that (A) such Federal Securities must be purchased from Available Moneys and (B) unless the Bonds bear interest at a Term Rate, the Trustee shall have received (x) written evidence from each rating agency that provides a rating for the Bonds that as a result of such action, their rating on the Bonds will not be lowered or limited; and (y) if the applicable interest rate on the Bonds is not fixed through the redemption date, evidence that moneys or non-callable Federal Securities have been provided which will pay the principal of the Bonds to be received, plus interest thereon to the redemption date at the Maximum Rate; (3) a verification report by an independent public accounting firm verifying that the moneys and non-callable Federal Securities maturing as to principal of and interest are sufficient to make the payments of principal, premium, if any, and interest on the Bonds coming due and payable through and including the redemption date; provided that if the interest rate is not fixed through the redemption date, such verification will assume that the Bonds bear interest at the Maximum Rate for such purposes, with a copy to the Issuer if requested and (4) an Opinion of Bond Counsel to the effect that the provision of such moneys and noncallable Federal Securities will legally defease the Bonds and not adversely affect the tax-exempt status of interest on the Bonds with a copy to the Issuer if requested; and (ii) all compensation and expenses of the Trustee, the Paying Agent, the Issuer, the Credit Provider and the Remarketing Agent (as well as the fees and expenses of their counsel) pertaining to each Bond in respect of which such payment or deposit is made have been paid or provided for to the respective satisfaction of the Trustee, the Paying Agent, the Issuer, the Credit Provider and the Remarketing Agent. When a Bond is deemed paid, it will no longer be secured by or entitled to the benefits of this Indenture, except for payment from moneys or Federal Securities under (i)(b) above and except that it may be optionally tendered if and as provided in Section 3.01(a) and it may be transferred, exchanged, registered, discharged from registration or replaced as provided in Article II. Notwithstanding the foregoing, no deposit under (i)(b) above made for the purpose of paying the redemption price of a Bond (as opposed to the final payment thereof upon maturity) will be deemed a Payment of a Bond as aforesaid until (i) notice of redemption of the Bond is given in accordance with Article IV or, if the Bond is not to be redeemed within the next 60 days, until the Company has given the Trustee and the Paying Agent, in form satisfactory to the Trustee, irrevocable instructions to notify, as soon as practicable, the holder of the Bond, in accordance with Article III, that the deposit required by (i)(b) above has been made with the Trustee and that the Bond is deemed to be paid under this Article and stating the redemption date upon which moneys are to be available for the payment of the principal (including if applicable premium payable upon exercise of a Call Option) and interest on the Outstanding Bonds to Final Maturity Date (or redemption upon an exercise of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, Bond 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) the maturity of the Bond. Additionally, and while the deposit under clause (i)(b) above made for the purpose of paying the final payment of a Bond upon its maturity will be deemed a payment of such Bond as aforesaid, the Trustee will mail notice to the Owner of such Bond, as soon as practicable stating that the Defeasance Pledge constitutes a valid, perfected deposit required by (i)(b) above has been made with the Trustee and enforceable security in favour of that the Bond Trustee for the benefit of the Bondholders which will not is deemed to be subject to any rights of creditors of the Issuer or any bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally paid under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer,this Article.

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 an 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 mayIf there is paid or caused to be paid from the Bond Fund to the Holders of all of the Bonds secured hereby the principal of, at its option premium, if any, and at interest which is and shall thereafter become due and payable thereon, together with all other sums payable hereunder by the Authority, then and in that case the rights, title and interest of the Trustee hereunder shall cease and terminate, and such Bonds shall cease to be entitled to any timelien, elect benefit or security under this Agreement. In such event, the Trustee shall transfer and assign to the Borrower all property then held by the Trustee, shall execute such documents as may be reasonably required by the Authority or the Borrower to evidence such transfer and assignment and shall turn over to the Borrower any surplus in the Bond Fund and any balance remaining in the Construction Fund. If the Authority shall pay or cause to be paid to the Holders of less than all of the outstanding Bonds the principal of, premium, if any, and interest which is and shall thereafter become due and payable upon such Bonds, such Bonds, or portions thereof, shall cease to be entitled to any lien, benefit or security under this Agreement. Any outstanding Bond, or any portion thereof in the principal amount of FIVE THOUSAND DOLLARS ($5,000) or any multiple thereof, shall be deemed to have certain obligations discharged (see Clause 18.2.2) upon complying been paid within the meaning and with the following conditions (“Security effect expressed in this Section 1301 when the whole amount of the principal of, premium, if any, and Covenant Defeasance”): interest on such 112 118 Bond shall have been paid or when (a) in case said Bonds or portions thereof have been selected for redemption in accordance with Section 301 hereof prior to their maturity, the Issuer Borrower shall have irrevocably pledged given to the Bond Trustee for irrevocable instructions to give in accordance with the benefit provisions of Section 302 hereof notice of redemption of such Bonds, or portions thereof, (b) there shall be on deposit with the Trustee moneys or Defeasance Obligations which shall not contain provisions permitting the redemption thereof other than at the option of the Bondholders cash holder, the principal of and the interest on which when due, and without any reinvestment thereof, will provide moneys which shall be sufficient to pay when due the principal of and interest due and to become due on said Bonds or government bonds accepted by portions thereof on or prior to the Bond Trustee redemption date or maturity date thereof, as the case may be, (the “Defeasance Pledge”c) in the event said Bonds, or portions thereof, do not mature and are not to be redeemed within the next succeeding sixty (60) days, the Borrower shall have given the Trustee irrevocable instructions to give notice, as soon as practicable in the same manner as a notice of redemption is given pursuant to Section 302 hereof, to the Holders of said Bonds, or portions thereof, stating that the deposit of moneys or Defeasance Obligations required by clause (b) of this paragraph has been made with the Trustee and that said Bonds are deemed to have been paid in accordance with this Section and stating such amounts as will maturity or redemption date upon which moneys are to be sufficient available for the payment of the principal (including if applicable premium payable upon exercise of a Call Option) and interest on the Outstanding Bonds to Final Maturity Date (or redemption upon an exercise of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledgesaid Bonds, or insofar as Events of Default from bankruptcy or insolvency events are concernedportions thereof, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (d) the Issuer 113 119 Trustee shall have delivered received an opinion of counsel experienced in bankruptcy matters, satisfactory to the Bond Trustee a certificate signed by its Chief Executive Officer Trustee, the Guarantor and the Authority, to the effect that the Defeasance Pledge was not made by the Issuer with the intent of preferring payment to the Bondholders over any other creditors of the Issuer or with moneys described in clause (b) of this paragraph would not constitute a voidable preference under the intent of defeating, hindering, delaying or defrauding any other creditors provisions of the Issuer or others; and United States Bankruptcy Code in the event of an Act of Bankruptcy, and (e) the Issuer Trustee shall have delivered received an Opinion of Counsel experienced in federal tax matters satisfactory to the Bond Trustee any certificate and the Authority, to the effect that the deposit of the moneys or legal opinion reasonably required Defeasance Obligations described in clause (b) of this paragraph would not adversely affect the treatment of the interest received by Bondholders as income from sources within the Commonwealth for purposes of the Code or otherwise would not result in an Event of Taxability (assuming continuing compliance by the Bond Borrower with the source of income covenants set forth in the Loan Agreement). Neither the moneys nor the Defeasance Obligations deposited with the Trustee regarding pursuant to this Section nor principal or interest payments on any such obligations shall be withdrawn or used for any purpose other than, and shall be held in trust for, the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance payment of the conditions principal of and interest on said Bonds, or portions thereof. If the Defeasance Obligations deposited with the Trustee pursuant to this Section are purchased with proceeds of refunding bonds issued by the Authority, such Defeasance Obligations must meet the requirements of the Security and Covenant Defeasance, (ii) that the Defeasance Pledge constitutes a valid, perfected and enforceable security in favour Act. If payment of less than all of the Bond Bonds is to be provided for in the manner and with the effect expressed in this Section, the Trustee 114 120 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 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 N602SW-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 an 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 [N602SW] -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 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 an 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 reasonable 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 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 Executive 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 On any Business Day falling prior to the Series 1999-1 Termination Date (but with not less than ten (10) Business Days' prior written notice from the Servicer to the Trustee and the Insurer), the Servicer may, at its option and at any timeupon instruction from Transferor, elect cause the undivided interest in the Trust represented by the Series 1999-1 Certificates to be conveyed to one or more Persons (who may be the holders of a new Series issued substantially contemporaneously with such prepayment, which new Series may have certain obligations discharged (see Clause 18.2.2a greater undivided interest in the Trust than Series 1999-1) upon complying with for a cash purchase price in an amount equal to the following conditions (“Security and Covenant Defeasance”): sum of (a) the Issuer Invested Amount, plus (b) to the extent not available from the Interest Funding Account, interest accrued and to accrue on the Series 1999-1 Certificates and other Facilities Costs through the date of final payment of each Class as specified below (after giving effect to any derivative instrument referred to below), plus (c) all unpaid Reimbursement Amounts. Any such conveyance shall be effective upon the date that the purchase price is deposited into the Principal Account as described below, and following such deposit the Series 1999-1 Certificates shall have irrevocably pledged no further interest in the Receivables. No such conveyance shall, however, be permitted if as a result thereof Transferor or any of its Affiliates would increase its undivided interest in the Receivables, and the Trustee shall be entitled to receive and rely on an Officer's Certificate to the Bond Trustee effect that no such increase will result therefrom, nor shall such conveyance be permitted unless each Rating Agency confirms that it will not result in a downgrade or withdrawal of such Rating Agency's rating of any Class of Certificates. The purchase price shall be directly deposited in the Principal Account for distribution to the Holders on the next upcoming Distribution Date or, if later, with respect to each Class of Certificates, on its respective expected final payment date. In connection with any such conveyance, the Transferor shall transfer to the Trustee, for the benefit Benefit of the Bondholders holder of the Series 1999-1 Certificates and the Insurer one or more interest rate derivative instruments that, when combined with investment earnings on the cash or government bonds accepted by the Bond Trustee (the “Defeasance Pledge”) in such amounts as purchase price deposited pursuant to this Section 4.19 will be provide sufficient for the funds to assure timely payment of principal (including if applicable premium payable upon exercise of a Call Option) and interest on the Outstanding Bonds Certificates and other Facilities Costs and any Insurance Premium and unpaid Reimbursement Amounts until paid in full, and the Servicer shall cause such investment earnings and the proceeds of such derivatives to Final Maturity Date (or redemption upon an exercise of a notified Call Option) or any be applied to make interest payments and pay other amount agreed between the Parties; (b) no Event of Default shall have occurred and be continuing Facilities Costs on the date of establishment Certificates and any Insurance Premium, in accordance with the priorities in Section 4.8(a), on each Distribution Date. The Policy will terminate upon any such defeasance. SECTION 7. Article V of the Defeasance Pledge, or insofar Agreement. Article V of the Agreement shall read in its entirety as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period follows and shall be applicable only to the Defeasance Pledge (or the relevant period for nonSeries 1999-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,1 Certificates:

Defeasance. 18.2.1 The Issuer may(a) In the event that, at prior to the Prepayment Date, Borrower exercises its option and at any timeto defease the Loan in whole or in part pursuant to Section 2.06(b) or is obligated to make a mandatory defeasance pursuant to Section 2.07(a) or (b), elect to have certain obligations discharged (see Clause 18.2.2) upon complying Borrower shall defease the Loan in compliance with the following conditions (“Security and Covenant Defeasance”):precedent: (ai) the Issuer delivery by Borrower of not less than 30 days' prior written notice to Lender specifying (1) a regularly scheduled Payment Date (the "Defeasance Date") on which the Defeasance Deposit is to be made and (2) the principal amount to be defeased; (ii) the payment to Lender of all accrued and unpaid interest and all scheduled interest and principal payments due and unpaid on the Defeasance Date; (iii) the payment to Lender of all other sums due and payable under the Note, the Mortgages and the other Basic Documents; (iv) with respect to defeasance of the Loan in part in connection with the Transfer of a Collateral Property pursuant to Section 2.07(a) only, satisfaction of the conditions contained in Section 2.07(a); (v) the payment to Lender of the Defeasance Deposit on the Defeasance Date, to be used by Lender to purchase U.S. Treasuries as described below; and (vi) the delivery to Lender of: (A) a security agreement, in form and substance reasonably satisfactory to Lender, creating a first priority lien on the U.S. Treasuries purchased by Lender on behalf of Borrower with the Defeasance Deposit in accordance with this Section 2.09 (the "Security Agreement"); (B) with respect to defeasance of the Loan in whole pursuant to Section 2.06(b), releases for each of the Collateral Properties from the Liens of the Security Documents (for execution by Lender) in forms appropriate for the jurisdiction in which each Collateral Property is located; (C) with respect to defeasance of the Loan in part in connection with a Transfer of a Collateral Property pursuant to Section 2.07(a), the releases described in Section 2.08(a) (for execution by Lender) in forms appropriate for the jurisdiction in which the applicable Collateral Property is located; (D) with respect to a defeasance of the Loan in part, all necessary documents to amend and restate the Note and issue two substitute notes, one note having a principal balance equal to the defeased portion of the original Note (the "Defeased Note") and the other note having a principal balance equal to the undefeased portion of the Note (the "Undefeased Note"). The Defeased Note and Undefeased Note shall have irrevocably pledged identical terms as the Note except for the principal balance. A Defeased Note cannot be the subject of any further defeasance; (E) evidence in writing from the applicable Rating Agencies to the Bond Trustee effect that such release will not result in a reduction, withdrawal or re-qualification of the respective ratings in effect immediately prior to such defeasance for the benefit certificates issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, the Borrower shall also deliver or cause to be delivered a non-consolidation opinion with respect to the successor borrower referred to in Section 2.09(d) in form and substance satisfactory to Lender and the applicable Rating Agencies; (F) an Officer's Certificate certifying that the requirements set forth in this Section 2.09 have been satisfied; (G) an opinion of counsel for Borrower in form satisfactory to Lender stating, among other things, that Lender has a perfected first priority security interest in the U.S. Treasuries purchased by Lender on behalf of Borrower; and (H) such other certificates, opinions, documents or instruments as Lender may reasonably request, including, without limitation, those reasonably required in connection with a Securitization. In connection with the conditions set forth above, Borrower hereby appoints Lender as its agent and attorney-in-fact for the purpose of using the Defeasance Deposit to purchase U.S. Treasuries which provide the Scheduled Defeasance Payments, and Lender shall upon receipt of the Bondholders cash Defeasance Deposit purchase such U.S. Treasuries on behalf of Borrower. Borrower, pursuant to the Security Agreement or government bonds accepted by other appropriate document, shall authorize and direct that the Bond Trustee (payments received from the “Defeasance Pledge”) in such amounts as will U.S. Treasuries shall be sufficient for made directly to the payment Administrative Agent and applied to satisfy the obligations of principal (including if applicable premium payable upon exercise of a Call Option) and interest on the Outstanding Bonds to Final Maturity Date Borrower (or redemption upon an exercise of a notified Call Optionthe successor borrower referred to in Section 2.09(d)) under the Note or any the Defeased Note, as applicable and the other amount agreed between the Parties;Basic Documents. (b) no Event of Default shall have occurred and be continuing on the date of establishment With respect to defeasance of the Defeasance PledgeLoan in whole pursuant to Section 2.06(b), upon compliance with the requirements of this Section 2.09, (i) the Collateral Properties shall be released from the Liens of the Security Documents and (ii) the pledged U.S. Treasuries shall be the sole source of Collateral securing the Note. With respect to a defeasance of the Loan in part pursuant to Section 2.07, upon compliance with the requirements of this Section 2.09 the applicable Collateral Property or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable Properties shall be released pursuant to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties;Section 2.08(a). (c) if the Bonds are secured, Any portion of the Defeasance Pledge Deposit in excess of the amount necessary to purchase the U.S. Treasuries required by this Section 2.09 or to satisfy the other requirements of this Section 2.09 shall be considered as a replacement of the security established prior remitted to the Defeasance Pledge;Borrower. (d) the Issuer Borrower shall have delivered the right to assign to Lender (or, at Lender's option, to Lender's designee or nominee), and Lender (or such designee or nominee) shall have the obligation to assume, the obligations under the Basic Documents relating to the Bond Trustee principal amount so defeased. The obligation of Lender to establish or designate a certificate signed successor borrower shall be retained by its Chief Executive Officer that Nomura Asset Capital Corporation notwithstanding the Defeasance Pledge was not made sale or transfer of this Agreement and the Note unless such obligation is specifically assumed by the Issuer transferee. Such successor borrower shall assume the obligations under the Note or the Defeased Note, as applicable, and the Security Documents and Borrower shall be relieved of its obligations under such documents with respect thereto. The Borrower shall pay $1,000 to any such successor borrower as consideration for assuming the intent of preferring obligations under the Bondholders over any Note or the Defeased Note, as applicable, and the Security Documents. Notwithstanding anything in this Agreement to the contrary, no other creditors assumption fee shall be payable upon a transfer of the Issuer or Note in accordance with the intent of defeatingthis Section 2.09(d), hindering, delaying or defrauding any other creditors of the Issuer or others; and (e) the Issuer but Borrower shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required pay all costs and expenses incurred by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance PledgeLender, including any certificate or legal opinion on (i) the compliance of the conditions of the Security Lender's attorneys' fees and Covenant Defeasanceexpenses, (ii) that the Defeasance Pledge constitutes a valid, perfected and enforceable security incurred 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,connection therewith.

Defeasance. 18.2.1 The When there are in the Debt Service Fund and Redemption Fund sufficient funds, or Government or Equivalent Obligations described in clause (i) of the definition thereof in such principal amounts, bearing interest at such rates and with such maturities as will provide sufficient funds to pay or redeem the Bonds in full, and when all the rights hereunder of the Issuer mayand the Trustee have been provided for, at its option including the payment in full of the Issuer’s Service Charge, upon written notice from the Borrower to the Issuer and at the Trustee, the Bondowners shall cease to be entitled to any timebenefit or security under this Agreement except the right to 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 termination of the lien hereof (including obligations of the Borrower under Sections 306 and 1002), elect the security interests created by this Agreement (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 have certain obligations discharged (see Clause 18.2.2) upon complying with discharge the following conditions (“Security lien and Covenant Defeasance”): (a) security interests created hereunder; provided, however, that if any such Bonds 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 Agreement or irrevocable written instructions so to mail shall have been given to the Bond Trustee. 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 313 hereof, and moneys held for defeasance shall be invested only as provided above in this section. Any funds or property held by the Trustee and not required for the benefit payment or redemption of the Bondholders cash or government bonds accepted by Bonds in full shall, after satisfaction of all 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 an exercise of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors rights of the Issuer or with and the intent Trustee and after allowance for payment of defeatingthe rebate, hinderingif any, delaying or defrauding any other creditors due to the United States of America under IRC §148(f), be distributed to the Borrower upon such indemnification, if any, as the Issuer or others; and (e) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion may reasonably required by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance of the conditions of the Security and Covenant Defeasance, (ii) that the Defeasance Pledge constitutes a valid, perfected and enforceable security in favour of the Bond Trustee for the benefit of the Bondholders which will not be subject to any rights of creditors of the Issuer or any bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer,require.

Defeasance. 18.2.1 The Issuer may, 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 the Outstanding Bonds to Final Maturity Date (or redemption upon an exercise of a notified Call Option) or any other amount agreed between the Parties;said Bonds; and (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; (div) the Issuer Corporation shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer an opinion of Transaction Counsel to the effect that the Defeasance Pledge was said Bonds having been deemed to have been paid as provided in this Section would not made by the Issuer with the intent (A) cause said Bonds to be considered to have been “reissued” for purposes of preferring the Bondholders over any other creditors Section 1001 of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; Code 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 maySubject to compliance with and satisfaction of the terms and conditions of this Article 5, at its option Borrower may elect on any Payment Date occurring after [the last day of the thirtieth (30th) full calendar month from the date hereof -OR- the earlier of (x) the third (3rd) anniversary of the date hereof or (y) two (2) years from the "startup day" within the meaning of Section 860G(a)(9) of the IRS Code of a REMIC Trust] to release the Property from the lien of the Security Instrument by delivering to Lender, as security for the payment of all interest due and at to become due throughout the term of this Note on, and the principal balance of this Note equal to the outstanding principal amount of this Note, Defeasance Collateral with Collateral Value (hereinafter defined) sufficient, without consideration of any timereinvestment of interest therefrom, elect to have certain obligations discharged pay (see Clause 18.2.2a) upon complying all amounts then due relating to this Note, including accrued interest thereon, (b) the outstanding principal amount of this Note (the "Defeasance Amount") and (c) the portion of the interest that will become due under this Note on any date prior to and including the Maturity Date (all such interest as described in this clause (iii) together with the following conditions Defeasance Amount and such amounts described in clause (“Security and Covenant i) being hereinafter referred to as the "Defeasance Property"). As a condition to any Defeasance”):, prior to any Defeasance, Borrower shall have delivered to Lender: (a) all necessary documents to amend and restate the Issuer Note to reflect that the principal balance of the Note has been defeased (the "Defeased Note"). (1) The Defeased Note shall have irrevocably pledged be in a principal amount equal to the Bond Trustee for Defeasance Amount, (2) be payable to the benefit order of Lender, (3) be dated as of the Bondholders cash or government bonds accepted by the Bond Trustee date hereof, (the “Defeasance Pledge”4) 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 mature on the Outstanding Bonds to Final Maturity Date (or redemption upon an exercise of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; and (e) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance of the conditions of the Security and Covenant Defeasance, (ii) that the Defeasance Pledge constitutes a valid, perfected and enforceable security in favour of the Bond Trustee for the benefit of the Bondholders which will not be subject to any rights of creditors of the Issuer or any bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer,"Defeased Maturity Date")

Defeasance. 18.2.1 The When the principal of and premium, if any, and ------------- ---------- interest on all Bonds issued hereunder have been paid, or provision has been made for payment of the same, together with all other sums payable hereunder by the Issuer, the Trustee's right, title and interest in the Agreement, the Permit Agreements and the Note and the moneys payable thereunder shall thereupon cease and the Trustee, on demand of the Issuer mayor the Company, at shall release this Indenture in respect thereto and shall execute such documents to evidence such release as may be reasonably required by the Issuer or the Company and shall turn over to the Company or its option assigns all balances then held by it hereunder not required for the payment of the Bonds and at such other sums. Without limiting the generality of the foregoing, provision for the payment of any time, elect Bond or any portion thereof shall be deemed to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Security and Covenant Defeasance”): been made (a) upon the delivery to the Trustee of (i) cash in an amount sufficient to pay the principal of and interest and premium, if any, on such Bond or such portion, or (ii) non- callable Government Obligations which shall not contain provisions permitting the redemption thereof other than at the option of the holder, the principal of and the interest on which when due, and without any reinvestment thereof, will provide moneys which shall be sufficient to pay when due the principal of and premium, if any, and interest due and to become due on such Bond or portion thereof on or prior to the redemption date or maturity date thereof, as the case may be, or (iii) any combination of cash and such obligations; and (b) when any Bond or portion thereof to be redeemed prior to maturity shall have been duly called for redemption or irrevocable instructions to call such Bond or portion thereof for redemption shall have been given to the Trustee and in either event, if said Bond (or portion) does not mature and is not to be redeemed within the next succeeding 60 days, the Issuer shall have irrevocably pledged given the Trustee irrevocable instructions to give, as soon as practicable, a notice to the holder of said Bond by certified mail, first class, postage prepaid, stating that the deposit of moneys required by this Section has been made with the Trustee for the benefit of the Bondholders cash and that said Bond (or government bonds accepted by the Bond Trustee (the “Defeasance Pledge”portion) is deemed to have been paid in accordance with this Section and stating such amounts as will maturity or redemption date upon which moneys are to be sufficient available for the payment of the principal of and premium, if any, and interest on such Bond (including or portion). The Trustee shall also receive an opinion of Bond Counsel to the effect that such deposit will not adversely affect the exclusion from gross income of the interest on any of the Bonds or cause any of the Bonds to be classified as "arbitrage bonds" within the meaning of the Code and evidence satisfactory to it that the cash and Government Obligations delivered will be sufficient to provide for the payment of the Bonds as aforesaid. 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 and premium, if applicable premium payable upon exercise of a Call Option) any, and interest on the Outstanding Bonds to Final Maturity Date (or redemption upon an exercise of a notified Call Option) or any other amount agreed between the Parties; (b) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time during any hardening period applicable to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties; (c) if the Bonds are secured, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (d) the Issuer shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; and (e) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required by the Bond Trustee regarding the Security and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (i) the compliance of the conditions of the Security and Covenant Defeasance, (ii) that the Defeasance Pledge constitutes a valid, perfected and enforceable security in favour of the Bond Trustee for the benefit of the Bondholders which will not be subject to any rights of creditors of the Issuer or any bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer,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 If so provided in the following conditions (“Security and Covenant Defeasance”):applicable Supplement: (a) the Issuer shall have irrevocably pledged The Transferor may at its option be discharged from its obligations hereunder with respect to the Bond Trustee for the benefit of the Bondholders cash any Series or government bonds accepted by the Bond Trustee all outstanding Series (the “Defeasance PledgeDefeased Series”) on the date the applicable conditions set forth in such amounts as will be sufficient Section 12.04(c) are satisfied (“Defeasance”); provided, however, that the following rights, obligations, powers, duties and immunities shall survive with respect to the Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of Holders of Investor Certificates of the Defeased Series to receive, solely from the trust fund provided for the payment in Section 12.04(c), payments in respect of principal (including if applicable premium payable upon exercise of a Call Option) and interest on such Investor Certificates when such payments are due; (ii) the Outstanding Bonds Transferor’s obligations with respect to Final Maturity Date such Certificates under Sections 6.04 and 6.05; (or redemption upon an exercise iii) the rights, powers, trusts, duties and immunities of a notified Call Optionthe Trustee, the Paying Agent and the Transfer Agent and Registrar hereunder; and (iv) or any other amount agreed between the Parties;this Section 12.04. (b) no Event of Default shall have occurred and be continuing on Subject to Section 12.04(c), the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, Transferor at any time during any hardening period applicable its option may cause Collections allocated to the Defeasance Pledge (or the relevant period for non-Norwegian companies) or any other date agreed between the Parties;Defeased Series and available to acquire additional Receivables to be applied to acquire Eligible Investments rather than additional Receivables. (c) if The following shall be the Bonds are securedconditions to Defeasance under Section 12.04(a): (i) the Transferor irrevocably shall have deposited or caused to be deposited with the Trustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust for making the payments described below, (A) Dollars in an amount, or (B) Eligible Investments which through the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount, or (C) a combination thereof, in each case sufficient to pay and discharge, and, which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of the Defeased Series on the dates scheduled for such payments in this Agreement and the applicable Supplements and all amounts owing to the Series Enhancers with respect to the Defeased Series; (ii) prior to its first exercise of its right pursuant to this Section 12.04 with respect to a Defeased Series to substitute money or Eligible Investments for Receivables, the Defeasance Pledge shall be considered as a replacement of the security established prior to the Defeasance Pledge; (d) the Issuer Transferor shall have delivered to the Bond Trustee a certificate signed by its Chief Executive Officer Tax Opinion with respect to such deposit and termination of obligations and an Opinion of Counsel to the effect that such deposit and termination of obligations will not result in the Defeasance Pledge was not made by Trust being required to register as an “investment company” within the Issuer with the intent of preferring the Bondholders over any other creditors meaning of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or othersInvestment Company Act; and (eiii) the Issuer Transferor shall have delivered to the Bond Trustee and each Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor stating that the Transferor reasonably believes that such deposit and termination of obligations will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any certificate event that, with the giving of notice or legal opinion reasonably required by the Bond Trustee regarding the Security lapse of time, would constitute a Pay Out Event to occur with respect to any Series; and Covenant Defeasance or Defeasance Pledge, including any certificate or legal opinion on (iiv) the compliance Transferor shall have received written notice from each Rating Agency that such deposit and termination 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 obligations will not be subject have a Ratings Effect and shall have delivered copies of each such written notice 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 Servicer and the corporate domicile of the Issuer,Trustee.