Common use of Defeasance Clause in Contracts

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

Defeasance. 18.2.1 The Issuer may, at its option and Section 12.01. If at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); time (a) the Issuer Corporation shall have irrevocably pledged paid or caused to be paid the Bond Trustee for the benefit principal of the Bondholders cash or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal and interest on all the Outstanding Bonds to Maturity Date; Debt Securities of any series outstanding hereunder, as and when the same shall have become due and payable, or (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer Corporation shall have delivered to the Bond Trustee a certificate signed for cancellation all Debt Securities of any series theretofore authenticated (other than any Debt Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced as provided in Section 2.07 or paid), and if, in any such case, the Corporation shall also pay or cause to be paid all other sums payable hereunder by the Chief Financial Officer Corporation with respect to Debt Securities of the GP that the Defeasance Pledge was not made by the Issuer such series, then this Indenture shall cease to be of further effect with the intent respect to Debt Securities 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; such series (f) the Issuer shall have delivered except as to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors registration of the Issuertransfer and exchange, (ii) the Defeasance Pledge will constitute a validsubstitution of apparently mutilated, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholdersdefaced, and destroyed, lost or stolen Debt Securities, (iii) after the 181st day following the establishment rights of the Defeasance PledgeDebt Securityholders to receive payments of principal thereof and interest thereon from the trust fund established pursuant to Section 12.02, and remaining rights of the funds Debt Securityholders to receive mandatory sinking fund payments, if any, from the trust fund established pursuant to Section 12.02, (iv) the rights, obligations and assets so pledged will not be subject immunities of the Trustee hereunder, (v) the rights of the Debt Securityholders of such series as beneficiaries hereof with respect to the effects property so deposited with the Trustee payable to all or any of any applicable bankruptcythem, insolvency, reorganization or similar laws affecting creditors rights generally under the laws (vi) all other obligations of the jurisdiction where Corporation in Sections 2.04, 2.06, 2.07, 10.03, 11.01, 11.04, 11.07 and 12.06 and (vii) the Defeasance Pledge was established Corporation's rights pursuant to Sections 11.04, 11.07, 12.05 and 12.06), and the corporate domicile Trustee, on demand of the IssuerCorporation accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Corporation, shall execute proper instruments acknowledging such satisfaction and discharging of this Indenture with respect to Debt Securities of such series. The Corporation agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Debt Securities of such series.

Defeasance. 18.2.1 The Issuer may(i) Notwithstanding any provisions of this Section 2.4 to the contrary, including, without limitation, subsection (a) of this Section 2.4, at its option and at any time, elect time other than prior to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); expiration of the earlier of (a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Bondholders cash REMIC Prohibition Period or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal and interest on the Outstanding Bonds to Maturity Date; (b) forty-two (42) months after the Issuer shallClosing Date, if required by Borrower may cause the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result release of the Defeasance Pledge Property from the lien of the Mortgage and Covenant Defeasance, and will be subject to such income tax on the same amount and in other Loan Documents upon the same manner and at satisfaction of the same times as would have been the case if the Defeasance Pledge had not occurred;following conditions: (cA) no Event of Default shall exist under any of the Loan Documents; (B) not less than forty-five (45) (but not more than ninety (90)) days prior written notice shall be given to Lender specifying a date on which the Defeasance Collateral (as hereinafter defined) is to be delivered (the “Release Date”), such date being on a Scheduled Payment Date; provided, however, that Borrower shall have occurred the right (i) to cancel such notice by providing Lender with notice of cancellation ten (10) days prior to the scheduled Release Date, or (ii) to extend the scheduled Release Date until the next Scheduled Payment Date; provided that in each case, Borrower shall pay all of Lender’s costs and be continuing on expenses incurred as a result of such cancellation or extension; (C) all accrued and unpaid interest and all other sums due under the date of establishment Note, this Agreement and under the other Loan Documents up to the Release Date, including, without limitation, all fees, costs and expenses incurred by Lender and its agents in connection with such release (including, without limitation, reasonable legal fees and expenses for the review and preparation of the Defeasance PledgeSecurity Agreement (as hereinafter defined) and of the other materials described in Section 2.4(b)(i)(D) below and any related documentation, and any servicing fees, Rating Agency fees or other costs related to such release), shall be paid in full on or prior to the Release Date; (D) Borrower shall deliver to Lender on or prior to the Release Date: (1) a pledge and security agreement, in form and substance satisfactory to a prudent institutional lender, creating a first priority security interest in favor of Lender in the Defeasance Collateral, as defined herein (the “Defeasance Security Agreement”), which shall provide, among other things, that any excess amounts received by Lender from the Defeasance Collateral over the amounts payable by Borrower on a given Scheduled Payment Date, which excess amounts are not required to cover all or any portion of amounts payable on a future Scheduled Payment Date, shall be refunded to Borrower promptly after each such Scheduled Payment Date; (2) (i) direct non-callable obligations of, or insofar guaranteed as Events to timely payment by, the United States of Default from bankruptcy America or insolvency events other obligations which are concerned“government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, at any time or (ii) to the extent acceptable by the applicable Rating Agencies rating the Securities, other non-callable government securities satisfying applicable REMIC provisions (e.g., §§ 860A-860G of Subchapter M of the Code), that provide for payments prior and as close as possible to (but in no event later than) all successive Scheduled Payment Dates occurring after the period ending Release Date, with each such payment being equal to or greater than the amount of the corresponding Monthly Payment Amount required to be paid under this Agreement and the Note (including all amounts due on the 181st day after Maturity Date) for the date balance of establishment the term hereof (the “Defeasance Collateral”), each of which shall be duly endorsed by the holder thereof as directed by Lender or accompanied by a written instrument of transfer in form and substance satisfactory to a prudent institutional lender (including, without limitation, such certificates, documents and instruments as may be required by the depository institution holding such securities or the issuer thereof, as the case may be, to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to perfect upon the delivery of the Defeasance PledgeSecurity Agreement the first priority security interest therein in favor of Lender in conformity with all applicable state and federal laws governing granting of such security interests; (d3) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing Borrower certifying that all of the Issuerrequirements set forth in this Section 2.4(b)(i) have been satisfied; (e4) the Issuer shall have delivered one or more opinions of counsel for Borrower that are customary in commercial lending transactions and subject only to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any customary qualifications, assumptions and exceptions opining, among other creditors of the Issuer or with the intent of defeatingthings, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) Lender has a perfected security interest in the Defeasance Pledge will not be subject to any rights of creditors of Collateral and that the IssuerDefeasance Security Agreement is enforceable against Borrower in accordance with its terms, (ii) in the event of a bankruptcy proceeding or similar occurrence with respect to Borrower, none of the Defeasance Pledge Collateral nor any proceeds thereof will constitute a valid, perfected be property of Borrower’s estate under Section 541 of the U.S. Bankruptcy Code or any similar statute and enforceable the grant of security interest in favour therein to Lender shall not constitute an avoidable preference under Section 547 of the Bond Trustee for U.S. Bankruptcy Code or applicable state law, (iii) the benefit release of the Bondholderslien of the Mortgage and the pledge of Defeasance Collateral will not directly or indirectly result in or cause any REMIC Trust that then holds the Note to fail to maintain its status as a REMIC Trust and (iv) the defeasance will not cause any REMIC Trust to be an “investment company” under the Investment Company Act of 1940; (5) a certificate in form and scope acceptable to a prudent institutional lender from an Acceptable Accountant certifying that the Defeasance Collateral will generate amounts sufficient to make all payments of principal and interest as and when due under the Note (including the scheduled outstanding principal balance of the Loan due on the Maturity Date); and (6) such other certificates, documents and instruments as a prudent institutional lender may reasonably require; and (E) in the event the Loan is held by a REMIC Trust, Lender has received written confirmation from any Rating Agency rating any Securities that substitution of the Defeasance Collateral will not result in a downgrade, withdrawal, or qualification of the ratings then assigned to any of the Securities. (ii) Upon compliance with the requirements of Section 2.4(b)(i), the Property shall be released from the lien of the Mortgage and the other Loan Documents, and the Defeasance Collateral shall constitute sole collateral which shall secure the Note and all other obligations under the Loan Documents. Lender will, at Borrower’s expense, execute and deliver any agreements reasonably requested by Borrower to release the lien of the Mortgage and the other Loan Documents from the Property. (iii) Upon the release of the Property in accordance with this Section 2.4(b), Borrower shall assign all its obligations and rights under the Note, together with the pledged Defeasance Collateral, to a successor entity designated and approved by Lender in its sole and absolute discretion (“Successor Borrower”). Successor Borrower shall execute an assignment and assumption agreement in form and substance satisfactory to a prudent institutional lender pursuant to which it shall assume Borrower’s obligations under the Note and the Defeasance Security Agreement. As conditions to such assignment and assumption, Borrower shall (A) deliver to Lender one or more opinions of counsel that are customary in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that such assignment and assumption agreement is enforceable against Borrower and the Successor Borrower in accordance with its terms and that the Note and the Defeasance Security Agreement, as so assigned and assumed, are enforceable against the Successor Borrower in accordance with their respective terms, and opining to such other matters relating to Successor Borrower and its organizational structure as Lender may reasonably require, and (iiiB) after pay all fees, costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including, without limitation, reasonable legal fees and expenses and for the 181st day following the establishment review of the proposed transferee and the preparation of the assignment and assumption agreement and related certificates, documents and instruments and any fees payable to any Rating Agencies and their counsel in connection with the issuance of the confirmation referred to in subsection (b)(i)(E) above). Upon such assignment and assumption, Borrower shall be relieved of its obligations hereunder, under the Note, under the other Loan Documents and under the Defeasance PledgeSecurity Agreement, except as expressly set forth in the funds assignment and assets so pledged will not be subject assumption agreement. (iv) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the effects Loan, except that Lender shall notify Borrower if any REMIC Prohibition Period is in effect with respect to the Loan after receiving any notice described in Section 2.4(b)(i)(B); provided, however, that the failure of Lender to so notify Borrower shall not impose any applicable bankruptcy, insolvency, reorganization liability on Lender or similar laws affecting creditors rights generally under grant Borrower any right to defease the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the IssuerLoan during any such REMIC Prohibition Period.

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

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

Defeasance. 18.2.1 The Issuer may, at its option and Borrower shall not be permitted at any timetime to defease all or any portion of the Loan except as expressly provided in this Section 2.10. Provided that no Event of Default has occurred and is continuing, elect after the date which is two (2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan (a "Full Defeasance") or a portion of the Loan (a "Partial Defeasance"), in either case, subject to have certain obligations discharged (see Clause 18.2.2) upon complying with the satisfaction of the following conditions (“Covenant Defeasance”);precedent: (a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit Any Full Defeasance or Partial Defeasance of the Bondholders cash or government obligations acceptable Loan by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will Borrower shall be sufficient for the payment of principal and interest made on the Outstanding Bonds to Maturity a Payment Date;, (b) Borrower shall provide not less than fifteen (15) days prior written notice to Lender specifying (i) a Payment Date (the Issuer shall"Defeasance Release Date") on which the Full Defeasance or Partial Defeasance is to occur, if and (ii) in the event of a Partial Defeasance, the Individual Property proposed to be defeased; provided, that, Borrower shall be required to defease the Loan on the Defeasance Release Date specified in such notice unless such notice is revoked in writing by the Bond Trustee, provide a legal opinion reasonably acceptable Borrower prior to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss such Defeasance Release Date in which event Borrower shall immediately reimburse Lender for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result any reasonable costs incurred by Lender in connection with Borrower's giving of the Defeasance Pledge such notice 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;revocation, (c) no Event of Default Borrower shall have occurred paid to Lender all principal and be continuing interest accrued and unpaid on the date of establishment of Principal Indebtedness to and including the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge;Release Date, (d) neither Borrower shall pay to Lender all reasonable out-of-pocket fees and expenses associated with the Full Defeasance Pledge nor or Partial Defeasance, as applicable (including, without limitation, fees of Rating Agencies and accountants, and fees incurred in connection with the Covenant delivery of opinion letters related to such Full Defeasance results in a breach or violation Partial Defeasance, as applicable), reasonable fees and out-of-pocket costs of any material agreement loan servicer (if any) in connection with the Full Defeasance or instrument binding upon Partial Defeasance, as applicable, and all other sums then due and payable under the Issuer, or the certificate of association or partnership agreement governing the Issuer;Loan Documents, (e) the Issuer Borrower shall have delivered either deposit with Lender an amount equal to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that Defeasance Deposit, or, at Lender's request, deliver to Lender the Defeasance Pledge was not made by the Issuer Collateral. In connection with the intent foregoing, Borrower appoints Lender as Borrower's agent for the purpose of preferring applying the Bondholders over any other creditors of Defeasance Deposit to purchase the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others;Defeasance Collateral, (f) the Issuer Borrower shall have delivered execute and deliver to the Bond Trustee any certificate or legal opinion Lender all documents reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that by Lender (i) in the Defeasance Pledge will not be subject case of a Full Defeasance, to any rights of creditors amend and restate the Note in a principal amount equal to the then outstanding principal balance of the IssuerLoan (the "Full Defeased Note"), and (ii) in the case of a Partial Defeasance, to issue two substitute notes as (A) one promissory note in a principal amount equal to, (1) with respect to the Partial Defeasance Pledge will constitute a validof Individual Properties representing, perfected and enforceable security interest in favour the aggregate, the first 25% (based upon applicable Allocated Loan Amounts) to be defeased hereunder during the term of the Bond Trustee for the benefit Loan, 100% of the BondholdersAllocated Loan Amount of the Individual Property to be defeased, and (iii2) after the 181st day following the establishment otherwise, 125% of the Defeasance Pledge, Allocated Loan Amount of the funds Individual Property to be defeased (the "Defeased Note"); and assets so pledged will not be subject (B) the other promissory note having a principal balance equal to the effects Allocated Loan Amounts of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under all Individual Properties (including the laws Individual Property being defeased) less the amount of the jurisdiction where Defeased Note (the Defeasance Pledge was established "Undefeased Note"). The Defeased Note and the corporate domicile Undefeased Note shall have terms identical to the terms of the Issuer.Note, except for the principal balance and a pro rata allocation of the

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

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect Notwithstanding anything to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”);contrary in this Indenture: (a) The Issuer may at its option be discharged from its obligations with respect to the Notes of all or any specified Series or Class (each, a "DEFEASED SERIES" or a "DEFEASED CLASS", as applicable) on the date the applicable conditions set forth in SECTION 10.03(c) are satisfied (a "DEFEASANCE"); PROVIDED, HOWEVER, that the following rights, obligations, powers, duties and immunities shall survive with respect to each Defeased Series or Defeased Class until otherwise terminated or discharged hereunder: (A) the rights of Holders of Notes of the Defeased Series or Defeased Class to receive, solely from the trust fund provided for in SECTION 10.03(c), payments in respect of principal of and interest on such Notes when such payments are due; (B) the Issuer's obligations with respect to such Defeased Series or Class under SECTIONS 2.05, 2.06 and 10.02; (C) the rights, powers, trusts, duties and immunities of the Indenture Trustee, the Paying Agent and the Note Registrar hereunder; and (D) this SECTION 10.03 and SECTION 11.17. (b) Subject to SECTION 10.03(c), the Issuer at its option may use available Collections allocable to such Defeased Series or Defeased Class to purchase Eligible Investments rather than additional Receivables. (c) The following shall be the conditions to Defeasance under SECTION 10.03(a): (i) the Issuer irrevocably shall have irrevocably pledged deposited or caused to be deposited with the Indenture Trustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Bond Trustee Indenture Trustee, as trust funds in trust for making the benefit of payments described below (A) Dollars (or for Foreign Currency Notes the Bondholders cash or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”related Foreign Currency) in such amounts as will be sufficient an amount, or (B) Eligible Investments (or for Foreign Currency Notes, the investments, if any, specified in the related Indenture Supplement) 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 (without relying upon income or gain from the reinvestment of such amounts), and which shall be applied by the Indenture Trustee to pay and discharge, all remaining scheduled interest and principal payments on all Outstanding Notes of the Defeased Series or Defeased Class on the Outstanding Bonds dates scheduled for such payments in this Indenture and the applicable Indenture Supplements and all amounts owed to Maturity Dateany Series Enhancer pursuant to any Series Enhancement for any Defeased Series or Defeased Class if so provided in the related Indenture Supplements or Series Enhancements; (bii) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable statement from a firm of nationally recognized independent public accountants (who may also render other services to the Bond Trustee Issuer) to the effect that such deposit is sufficient to pay the Bondholders will not recognize income, gain or loss for income tax purposes amounts specified in clause (under US federal or Norwegian tax law, if applicablei) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurredabove; (ciii) no Event prior to its first exercise of Default its Defeasance right to substitute money or Eligible Investments for Receivables, the Issuer shall have occurred deliver to the Indenture Trustee (x) an Opinion of Counsel to the effect that such deposit and be continuing on termination of obligations will not result in the date of establishment Issuer being required to register as an "investment company" within the meaning of the Defeasance PledgeInvestment Company Act, and (y) an Opinion of Counsel to the effect that such deposit and termination will not cause the Issuer to be treated as an association or insofar publicly traded partnership taxable as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledgea corporation; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (eiv) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP an Officer's Certificate stating that the Defeasance Pledge was not made by Issuer reasonably believes that such deposit and termination of obligations will not, based on the Issuer with facts known to such officer at the intent time of preferring the Bondholders over such certification, result in a Default, an Event of Default, an Early Redemption Event or a Reinvestment Event for any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others;Series; and (fv) the Rating Agency Condition shall have been satisfied and the Issuer shall have delivered copies of such written notice to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established Servicer and the corporate domicile of the IssuerIndenture 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 (“Covenant Defeasance”); (a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Bondholders cash or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal and interest on the Outstanding Bonds to Maturity Date; (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) Provided no Event of Default shall have occurred and remain uncured, following the Defeasance Lockout Release Date and prior to the Open Period Start Date (i) Borrower shall have the right to voluntarily defease the entire Loan and obtain a release of the lien of the Security Instrument by providing Lender with the Total Defeasance Collateral (hereinafter, a “Total Defeasance Event”) or (ii) Borrower shall have the right to defease a portion of the Loan subject to, and in accordance with, this Section 2.8 and Section 2.9 hereof (hereinafter, a “Partial Defeasance Event”), in each case, subject to the satisfaction of the following conditions precedent: (i) Borrower shall provide Lender not less than thirty (30) days’ notice (or such shorter period of time if permitted by Lender in its sole discretion) but not more than ninety (90) days’ notice specifying (A) a date (the “Defeasance Date”) on which the Defeasance Event is to occur and (B) the principal amount of the Loan to be continuing defeased (which shall be in the amount of the Release Amount in connection of a Partial Defeasance Event); (ii) Borrower shall pay to Lender (A) all payments of principal and interest due and payable on the date Loan to and including the Defeasance Date; (B) all other sums, if any, then due and payable under the Note, this Agreement, the Security Instrument and the other Loan Documents through and including the Defeasance Date; (C) all escrow, closing, recording, legal, appraisal, Rating Agency and other actual, reasonable fees, costs and expenses paid or incurred by Lender or its agents in connection with the Defeasance Event, the release of establishment the lien of Security Instrument on the Property in connection with a Total Defeasance Event (or the Release Property in connection with a Partial Defeasance Event), the review of the proposed Defeasance Collateral and the preparation of the Security Agreement and related documentation; and (D) any revenue, documentary stamp, intangible or other taxes, charges or fees due in connection with the transfer or assumption of the Note and/or the Defeasance Event; (iii) In the case of a Partial Defeasance Event, Lender, at Borrower’s expense, shall prepare all necessary documents to sever the indebtedness evidenced by the Note into two substitute notes, one (the “Defeased Note”) having a principal balance equal to the defeased portion of the original Note, which Defeased Note shall be in an amount exactly equal to the Release Amount, and the other (the “Undefeased Note”) having a principal balance equal to the undefeased portion of the original Note as of the Defeasance PledgeDate. The Defeased Note and the Undefeased Note shall have identical terms as the original Note, except for the principal balance, and provided that the Monthly Debt Service Payment Amount shall be apportioned ratably amongst the Defeased Note and the Undefeased Note, and the Defeased Note or insofar as Events Defeased Notes and the Undefeased Note or Undefeased Notes shall be cross-defaulted with each other. A Defeased Note cannot be the subject of Default from bankruptcy or insolvency events are concerned, at any time further Defeasance Event. An Undefeased Note may be the subject of a further Defeasance Event in accordance with the period ending on terms of this Section 2.8; (iv) Borrower shall deposit the 181st day after Defeasance Collateral into the date Defeasance Collateral Account and otherwise comply with the provisions of establishment Section 2.8(d) hereof; (v) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance PledgeCollateral Account and the Defeasance Collateral; (dvi) neither Borrower shall deliver to Lender an opinion of counsel for Borrower that is standard in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that (A) Lender has a legal and valid perfected first priority security interest in the Defeasance Pledge Collateral Account and the Total Defeasance Collateral; (B) if a Securitization has occurred (1) the REMIC Trust formed pursuant to such Securitization and/or any subsequent or prior Securitization of the Loan or any portion thereof or interest therein will each not fail to maintain their respective status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the IRS Code as a result of a Total Defeasance Event pursuant to this Section 2.8 and (2) the Total Defeasance Event would neither (I) constitute a “significant modification” of the Loan within the meaning of Treasury Regulation Section 1.860G02(b)(2) nor (II) cause the Covenant Defeasance results in Loan to fail to be a breach or violation “qualified mortgage” within the meaning of any material agreement or instrument binding upon Section 860G(a)(3)(A) of the Issuer, or IRS Code; and (C) a New Non-Consolidation Opinion with respect to the certificate of association or partnership agreement governing the IssuerSuccessor Borrower; (evii) the Issuer Borrower shall have delivered deliver to Lender a Rating Agency Confirmation as to the Bond Trustee Defeasance Event; (viii) Borrower shall deliver an Officer’s Certificate certifying that the requirements set forth in this Section 2.8 have been satisfied; (ix) Borrower shall deliver a certificate signed by the Chief Financial Officer of the GP a “big four” or other public accounting firm reasonably acceptable to Lender certifying that the Defeasance Pledge was not made by Collateral will generate monthly amounts equal to or greater than the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer Scheduled Defeasance Payments (or with respect to a Partial Defeasance Event, the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or othersPartial Defeasance Scheduled Defeasance Payments); (fx) Borrower shall deliver such other customary certificates, opinions, documents and instruments as Lender may reasonably request; and (xi) Borrower shall pay all actual, reasonable costs and expenses of Lender incurred in connection with the Issuer Total Defeasance Event or Partial Defeasance Event, as applicable, including, without limitation, Lender’s reasonable attorneys’ fees and expenses and Rating Agency fees and expenses. (b) If Borrower has elected to defease the entire Note and the requirements of this Section 2.8 have been satisfied, the Property shall have delivered be released from the lien of the Security Instrument, the Total Defeasance Collateral pledged pursuant to the Bond Trustee any certificate or legal opinion reasonably required regarding Security Agreement shall be the Covenant Defeasance or Defeasance Pledge (including certificate from sole source of collateral securing the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the BondholdersNote, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject Lender shall return to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer.Borrower all unapplied

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

Defeasance. 18.2.1 The Issuer 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 (“Covenant Defeasance”);Supplement: (a) The Transferors may at their option be discharged from their obligations hereunder with respect to any Series or all outstanding Series (each, a "Defeased Series") on the Issuer date the applicable conditions set forth in subsection 12.04(c) are satisfied (a "Defeasance") but only if Defeasance is explicitly available to such Series in accordance with its related Supplement (it being understood that Defeasance shall not be available to such Series in any other case); provided, however, that the following rights, obligations, powers, duties and immunities shall survive with respect to each Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of the Holders of Investor Certificates of the Defeased Series to receive, solely from the trust fund provided for in subsection 12.04(c), payments in respect of principal of and interest on such Investor Certificates when such payments are due; (ii) the Transferors' obligations with respect to such Certificates under Sections 6.04 and 6.05; (iii) the rights, powers, trusts, duties, and immunities of the Trustee, the Paying Agent and the Registrar hereunder; and (iv) this Section 12.04. (b) Subject to subsection 12.04(c), the Transferors at their option may cause Collections allocated to each Defeased Series and available to acquire additional Receivables to be applied to purchase Eligible Investments rather than acquire additional Receivables. (c) The following shall be the conditions precedent to any Defeasance under subsection 12.04(a): (i) the Transferors irrevocably shall have irrevocably pledged deposited or caused to be deposited with the Trustee (such deposit to be made from other than the Transferors' or any Affiliate of the Transferors' funds), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Bond Trustee Trustee, as trust funds in trust for making the benefit of payments described below, (A) Dollars in an amount equal to, or (B) Eligible Investments which through the Bondholders cash or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount equal to, or (C) a combination thereof, in each case sufficient to pay and discharge (without relying on income or gain from reinvestment of such amount), 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 each Defeased Series on the Outstanding Bonds dates scheduled for such payments in this Agreement and the applicable Supplements and all amounts owing to Maturity Datethe Series Enhancers with respect to each Defeased Series; (ii) a statement from a firm of nationally recognized independent public accountants (who may also render other services to the Transferors) 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 12.04 with respect to a Defeased Series to substitute money or Eligible Investments for Receivables, the Transferors shall have delivered to the Trustee an Opinion of Counsel to the effect contemplated by clause (b) of the Issuer shalldefinition in Section 1.01 of the term "Tax Opinion" (the preparation and delivery of which shall not be at the expense of the Trustee) with respect to such deposit and termination of obligations, if required by the Bond Trustee, provide a legal opinion reasonably acceptable and an Opinion of Counsel to the Bond Trustee effect that (A) such deposit and termination of obligations will not result in the Trust being required to register as an "investment company" within the meaning of the Investment Company Act and (B) if the Transferors' long-term unsecured debt obligations are not rated at least P-3 or Baa3, respectively, by Moody's, such deposit and termination of obligations would not be a fraudulent conveyance (based in reliance on certain certificates to the effect that the Bondholders will not recognize income, gain or loss Receivables and termination of obligations constitute fair value for income tax purposes (under US federal or Norwegian tax law, if applicable) consideration paid therefor and as a result to the solvency 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;Transferors); 100 (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (eiv) the Issuer Transferors shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer an Officer's Certificate of the GP Transferors stating the Transferors reasonably believe that such deposit and termination of obligations will not, based on the Defeasance Pledge was not made by facts known to such officer at the Issuer time of such certification, then cause a Pay-Out 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 Pay-Out 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 others;Series; and (fv) the Issuer Rating Agency Condition shall have been satisfied and the Transferors shall have delivered copies of such written notice to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established Servicer and the corporate domicile of the Issuer.Trustee. [END OF ARTICLE XII]

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

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

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Bondholders cash or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal and interest on the Outstanding Bonds to Maturity Date; (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) Provided no Event of Default shall have occurred and be continuing remain uncured, Borrower shall have the right at any time after the Release Date and prior to the Maturity Date to voluntarily defease the entire Loan and obtain a release of the lien of the Security Instrument by providing Lender with the Total Defeasance Collateral (hereinafter, a “Total Defeasance Event”), subject to the satisfaction of the following conditions precedent: (i) Borrower shall provide Lender not less than thirty (30) days notice (or such shorter period of time if permitted by Lender in its sole discretion) but not more than ninety (90) days notice specifying a date (the “Total Defeasance Date”) on which the Total Defeasance Event is to occur; (ii) Unless otherwise agreed to in writing by Lender, Borrower shall pay to Lender (A) all payments of principal and interest due and payable on the date Loan to and including the Total Defeasance Date (provided, that, if such Total Defeasance Date is not a Monthly Payment Date, Borrower shall also pay to Lender all payments of establishment principal and interest due on the Loan to and including the next occurring Monthly Payment Date, unless the Total Defeasance Collateral shall be sufficient to make such payments, together with all other payments required to be made hereunder); (B) all other sums, if any, due and payable under the Note, this Agreement, the Security Instrument and the other Loan Documents through and including the Total Defeasance Date (or, if the Total Defeasance Date is not a Monthly Payment Date, the next occurring Monthly Payment Date); (C) all escrow, closing, recording, legal, Rating Agency and other reasonable fees, costs and expenses paid or incurred by Lender or its agents in connection with the Total Defeasance Event, the release of the lien of Security Instrument on the Property, the review of the proposed Defeasance Collateral and the preparation of the Security Agreement, the Defeasance Collateral Account Agreement and related documentation; and (D) any revenue, documentary stamp, intangible or other taxes, charges or fees due in connection with the transfer or assumption of the Note or the Total Defeasance Event; (iii) Borrower shall deposit the Total Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of Section 2.8(d) hereof; (iv) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in Collateral Account and the period ending on the 181st day after the date of establishment of the Total Defeasance PledgeCollateral; (dv) 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 Borrower shall have delivered deliver to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that Lender (i) an opinion of counsel for Borrower that is standard in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that (A) Lender has a legal and valid perfected first priority security interest in the Defeasance Pledge Collateral Account and the Total Defeasance Collateral; (B) the Total Defeasance Event will not be subject to any rights of creditors result in a deemed exchange for purposes of the Issuer, IRS Code and will not adversely affect the status of the Note as indebtedness for federal income tax purposes; and (C) delivery of the Total Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; (ii) a REMIC Opinion with respect to the Total Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, Event; and (iii) after a New Non-Consolidation Opinion with respect to Successor Borrower; (vi) Borrower shall deliver to Lender a Rating Agency Confirmation as to the 181st day following Total Defeasance Event; (vii) Borrower shall deliver an Officer’s Certificate certifying that the establishment requirements set forth in this Section 2.8 have been satisfied; (viii) Borrower shall deliver a certificate of a nationally recognized public accounting firm acceptable to Lender certifying that the Total Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; and (ix) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request. (b) If Borrower has elected to defease the entire Loan and the requirements of this Section 2.8 have been satisfied, the Property shall be released from the lien of the Security Instrument and the Total Defeasance PledgeCollateral pledged pursuant to the Security Agreement shall be the sole source of collateral securing the Loan. In connection with the release of the lien, Borrower shall submit to Lender, not less than fifteen (15) days prior to the Total Defeasance Date (or such shorter time as is acceptable to Lender in its sole discretion), a release of lien (and related Loan Documents) for execution by Lender. Such release shall be in a form appropriate in the jurisdiction in which the Property is located and that contains standard provisions protecting the rights of the releasing lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all Legal Requirements, and (ii) will effect such release in accordance with the terms of this Agreement. Except as set forth in this Article 2, no repayment, prepayment or defeasance of all or any portion of the Loan shall cause, give rise to a right to require, or otherwise result in, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws release of the jurisdiction where the Defeasance Pledge was established and the corporate domicile lien of the IssuerSecurity Instrument.

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

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

Defeasance. 18.2.1 The Issuer 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 (“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 obligations acceptable 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 and interest on the Outstanding Bonds to Maturity Date;connection with a Defeasance. (bC) 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 No Event of Default shall have occurred and be continuing continuing. (D) The Borrowers shall (i) deliver Federal Obligations sufficient to make the Scheduled Defeasance Payments to Lender and (ii) deliver to Lender (1) a security agreement, in form and substance reasonably satisfactory to Lender, creating a first priority lien on the date Federal Obligations purchased by Borrowers in accordance with the terms of establishment this Section 11.3 (the “Security Agreement”); (2) an Officer’s Certificate certifying that the requirements set forth in this Section 11.3 have been satisfied; (3) an opinion of counsel for the Borrowers in form and substance reasonably satisfactory to Lender stating, among other things, that Lender has a first priority perfected security interest in the Federal Obligations; (4) a certificate, in form and substance reasonably satisfactory to Lender from an independent certified public accountant confirming that the requirements of Section 11.3(D)(i) have been satisfied; and (5) such other certificates, documents, opinions or instruments as Lender may reasonably request. (E) Lender shall have received a Rating Agency Confirmation. (F) If the Borrowers will continue to own any assets other than the Federal Obligations delivered to Lender, the Borrowers shall establish or designate a special-purpose bankruptcy-remote successor entity reasonably acceptable to Lender (the “Successor Borrowers”), with respect to which a substantive non-consolidation opinion satisfactory to Lender has been delivered to Lender (provided, that a non-consolidation opinion substantially equivalent to the non-consolidation opinion delivered to Lender on the Closing Date shall be deemed satisfactory to Lender) and the Borrowers shall transfer and assign to the Successor Borrowers all obligations, rights and duties under the Notes and the Security Agreement, together with the pledged Federal Obligations. The Successor Borrowers shall assume the obligations of the Defeasance Pledge, or insofar 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 Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge;consideration for assuming such Borrowers obligations. (dG) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation The Borrower shall deliver an opinion of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors constitute a “significant modification” of the Issuer, (ii) the Defeasance Pledge will constitute Loan or a valid, perfected and enforceable security interest in favour “deemed exchange” of the Bond Trustee for the benefit Notes under section 1001 of the BondholdersIRC. (H) If the Borrowers Defease all Components pursuant to this Section 11.3, Lender shall, promptly upon satisfaction of all the following terms and (iii) after conditions execute, acknowledge and deliver to the 181st day following the establishment Borrowers a release of the Defeasance Pledgeapplicable Loan Documents with respect to the Sites in recordable form for such Release; provided that the Borrowers shall, at their sole expense, prepare any and all documents and instruments necessary to effect the funds and assets so pledged will not Release, all of which shall be subject to the effects reasonable approval of any applicable bankruptcyLender, insolvencyand the Borrowers shall pay all costs reasonably incurred by Lender (including, reorganization but not limited to, reasonable attorneys’ fees and disbursements, title search costs or similar laws affecting creditors rights generally under endorsement premiums) in connection with the laws review, execution and delivery of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the IssuerRelease.

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

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

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

Defeasance. 18.2.1 The Issuer may, at its option and Borrower shall not be permitted at any timetime to defease all or any portion of the Loan except as expressly provided in this Section 2.10. Provided that no Event of Default has occurred and is continuing, elect after the date which is two (2) years after the Start-Up Day of the last Note securitized, Borrower may voluntarily defease all of the Loan (a “Full Defeasance”) or a portion of the Loan (a “Partial Defeasance”), in either case, subject to have certain obligations discharged (see Clause 18.2.2) upon complying with the satisfaction of the following conditions (“Covenant Defeasance”);precedent: (a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit Any Full Defeasance or Partial Defeasance of the Bondholders cash or government obligations acceptable Loan by the Bond Trustee Borrower shall be made on a Payment Date, (b) Borrower shall provide not less than fifteen (15) days prior written notice to Lender specifying (i) a Payment Date (the “Defeasance PledgeRelease Date”) on which the Full Defeasance or Partial Defeasance is to occur, and (ii) in the event of a Partial Defeasance, the Individual Property proposed to be defeased; provided, that, Borrower shall be required to defease the Loan on the Defeasance Release Date specified in such amounts as will be sufficient for the payment of principal and interest on the Outstanding Bonds to Maturity Date; (b) the Issuer shall, if required notice unless such notice is revoked in writing by the Bond Trustee, provide a legal opinion reasonably acceptable Borrower prior to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss such Defeasance Release Date in which event Borrower shall immediately reimburse Lender for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result any reasonable costs incurred by Lender in connection with Borrower’s giving of the Defeasance Pledge such notice 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;revocation, (c) no Event of Default Borrower shall have occurred paid to Lender all principal and be continuing interest accrued and unpaid on the date of establishment of Principal Indebtedness to and including the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge;Release Date, (d) neither Borrower shall pay to Lender all reasonable out-of-pocket fees and expenses associated with the Full Defeasance Pledge nor or Partial Defeasance, as applicable (including, without limitation, fees of Rating Agencies and accountants, and fees incurred in connection with the Covenant delivery of opinion letters related to such Full Defeasance results in a breach or violation Partial Defeasance, as applicable), reasonable fees and out-of-pocket costs of any material agreement loan servicer (if any) in connection with the Full Defeasance or instrument binding upon Partial Defeasance, as applicable, and all other sums then due and payable under the Issuer, or the certificate of association or partnership agreement governing the Issuer;Loan Documents, (e) the Issuer Borrower shall have delivered either deposit with Lender an amount equal to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that Defeasance Deposit, or, at Lender’s request, deliver to Lender the Defeasance Pledge was not made by the Issuer Collateral. In connection with the intent foregoing, Borrower appoints Lender as Borrower’s agent for the purpose of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) applying the Defeasance Pledge will not be subject Deposit to any rights of creditors of the Issuer, (ii) purchase the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer.Collateral,

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) Subject to Sections 16.1(b) and 16.2, the Issuer at any time may terminate (i) all its obligations under this Indenture, the Bonds and the Collateral Documents (a "Legal Defeasance") or (ii) any of its covenants, other than its obligation to make payments on the Bonds pursuant to Section 2.10 (a "Covenant Defeasance"). With respect to any Covenant Defeasance, except as specified in clause (ii) of the preceding sentence, the remainder of this Indenture and the Bonds, shall have irrevocably be unaffected thereby. The Issuer may exercise a Legal Defeasance notwithstanding the prior exercise of a Covenant Defeasance. If the Issuer exercises a Legal Defeasance, payment of the Bonds may not be accelerated due to an Event of Default. Upon satisfaction of the conditions set forth herein and on demand of the Issuer, the Trustee (x) shall acknowledge in writing the discharge of the obligations terminated by the Issuer, (y) shall execute documents and deliver such instruments in writing as shall be required to reconvey, release, assign and deliver to the Issuer any and all of the Trustee's interest in the Collateral, the right, title and interest in and to any and all rights conveyed, assigned or pledged to the Bond Trustee for or otherwise subject to this Indenture, except amounts in the benefit funds required to be paid to the Issuer under this Indenture, and (z) shall turn over to the Issuer or to any such person, body or authority as may be entitled to receive the same all balances then held by it hereunder. Covenant Defeasance, as effected hereby, means that the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth under any of the Bondholders cash covenants in this Indenture except as set forth hereinabove, whether directly or government obligations acceptable indirectly by the Bond Trustee (the “Defeasance Pledge”) reason of any reference elsewhere herein to any such covenant or Section or to any other provision herein or in such amounts as will be sufficient for the payment of principal and interest on the Outstanding Bonds to Maturity Date;any other document. (b) Notwithstanding Section 16.1(a) above, the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors obligations of the Issuer or with pursuant to Sections 2.8, 2.9, Section 2.10 and 11.5 shall survive until the intent of defeatingBonds have been paid in full. Thereafter, hindering, delaying or defrauding any other creditors the obligations of the Issuer or others; (f) the Issuer pursuant to Section 11.5 shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuersurvive.

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

Defeasance. 18.2.1 The Issuer Corporation may, at its option and at any time, elect upon delivery to the Trustee of a Certified Resolution authorizing such action, terminate the obligations (subject to the exceptions set forth below) of the Corporation with respect to all outstanding Debt Securities and any coupons appertaining thereto and any Debt Securities Guarantee which may have been given in respect of any series of outstanding Debt Securities and the Corporation shall be deemed to have certain been discharged from its obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) the Issuer shall have irrevocably pledged respect to the Bond Trustee for the benefit of the Bondholders cash or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal outstanding Debt Securities and interest on the Outstanding Bonds to Maturity Date; (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasanceany coupons appertaining thereto, and will be subject to any such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default Debt Securities Guarantee shall have occurred and be continuing terminate, on the date of establishment the conditions set forth in Section 13.3 are satisfied (hereinafter "defeasance"). For this purpose, such defeasance means that the Corporation shall be deemed to have paid and discharged the entire indebtedness represented by all then outstanding Debt Securities and any coupons appertaining thereto, which shall thereafter be deemed to be "outstanding" only for the purposes of the Defeasance Pledgeprovisions of this Indenture referred to in clauses (1) through (4) below, or and to have satisfied all of its other obligations under such Debt Securities and any coupons appertaining thereto and this Indenture insofar as Events such Debt Securities and any coupons appertaining thereto are concerned and also means that any such Debt Securities Guarantee which may have been given in respect of Default from bankruptcy or insolvency events are concernedthe outstanding Debt Securities shall be terminated (and the Trustee, at any time in the period ending on the 181st day after the date of establishment expense of the Defeasance Pledge; Corporation, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (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; (e1) the Issuer shall have delivered rights of holders of such outstanding Debt Securities and any coupons appertaining thereto to receive, solely from the Bond Trustee a certificate signed by the Chief Financial Officer trust fund described in Section 13.3 and as more fully set forth in such Section and Section 13.4, payments in respect of the GP that principal of (and premium, if any) and interest, if any, on, and Additional Amounts, if any, payable with respect to, such Debt Securities and any coupons appertaining thereto when such payments are due, (2) the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors obligation of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors Corporation to pay Additional Amounts in respect of the Issuer or others; Debt Securities pursuant to Section 8.1, (f3) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer rights, powers, trusts, duties and immunities of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholdershereunder, and (iii4) after the 181st day following the establishment provisions of the Defeasance PledgeSections 1.5, 1.6, 2.7, 2.8, 2.14, 5.1(i), 7.4, 7.5, 8.3 and 11.4 and of this Article 13. Subject to compliance with this Article 13, the funds Corporation may exercise its option under this Section 13.1 notwithstanding the prior exercise of its option under Section 13.2 with respect to such Debt Securities and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuercoupons appertaining thereto.

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

Defeasance. 18.2.1 The Issuer may(i) Notwithstanding, any other provision of this Section 2.4 to the contrary, including, without limitation, subsection (a) of this Section 2.4, at its option any time other than during a REMIC Prohibition Period, Borrower may (1) voluntarily defease in whole the Note and at any timeobtain releases from the Liens of the Mortgages of all of the Properties or (2) partially defease the Note and obtain a release from the Lien of the Mortgage of one or more Individual Property, elect but less than all of the Properties, in each case together with all improvements thereon and other property appurtenant thereto which is collateral for the Loan evidenced hereby (each Individual Property being released from the Lien of the Mortgage is referred to have certain obligations discharged (see Clause 18.2.2) as a "DEFEASED PROPERTY", and the Individual Properties remaining subject to the Lien of the Mortgages are referred to collectively as the "REMAINING PROPERTY"), upon complying with the satisfaction of the following conditions (“Covenant Defeasance”);a "DEFEASANCE EVENT"): (aA) Borrower shall give Lender not less than sixty (60) (but not more than ninety (90)) days prior written notice, specifying (i) the Issuer date (the "DEFEASANCE DATE") on which the Defeasance Collateral is to be delivered, such date being on a Scheduled Payment Date; provided, however, that Borrower shall have irrevocably pledged the right (1) to cancel such notice by providing Lender with notice of cancellation ten (10) days prior to the Bond Trustee for scheduled Defeasance Date, or (2) to extend the benefit scheduled Defeasance Date until the next Scheduled Payment Date; provided that in each case, Borrower shall pay all of the Bondholders cash or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal Lender's costs and interest on the Outstanding Bonds to Maturity Date; (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) expenses incurred 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, cancellation or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuerextension, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour principal amount of the Bond Trustee for the benefit of the Bondholders, Loan to be defeased and (iii) after the 181st day following Individual Property to be released; (B) All accrued and unpaid interest and other sums due under this Agreement, the establishment Note and under the other Loan Documents up to the Defeasance Date, including, without limitation, all reasonable costs and expenses incurred by Lender or its agents in connection with such partial release (including, without limitation, any legal fees and expenses incurred in connection with obtaining and reviewing the Defeasance Collateral and the preparation of the Defeased Note, the Undefeased Note, the Defeasance Security Agreement and related documentation), shall be paid in full on or prior to the Defeasance Date; (C) No Event of Default shall exist under any of the Loan Documents; (D) In the event only a portion of the Note is the subject of a Defeasance Event, Lender, at Borrower's expense, shall prepare all necessary documents to sever the indebtedness evidenced by the Note into two substitute notes, one (the "DEFEASED NOTE") having a principal balance equal to the defeased portion of the original Note, and the other (the "UNDEFEASED NOTE") having a principal balance equal to the undefeased portion of the original Note as of the Defeasance PledgeDate. The Defeased Note and the Undefeased Note shall have identical terms as the original Note, except for the principal balance, and the Defeased Note or Defeased Notes and the Undefeased Note or Undefeased Notes shall be crossed-defaulted with each other. A Defeased Note cannot be the subject of any further Defeasance. An Undefeased Note may be the subject of a further Defeasance in accordance with the terms of this Section; (E) Borrower shall deliver the following to Lender on or prior to the Defeasance Date: (1) a pledge and security agreement, in form and substance which would be satisfactory to a prudent lender, creating a first priority security interest in favor of Lender in the Defeasance Collateral (the "DEFEASANCE SECURITY AGREEMENT"), which shall provide, among other things, that any excess received by Lender from the Defeasance Collateral over the amounts payable under the Note or the Defeased Note, as applicable, which excess amounts are not required to cover all or any portion of amounts payable on a Scheduled Payment Date, shall be refunded to Borrower promptly after each such Scheduled Payment Date; (2) direct non-callable obligations of the United States of America or other obligations which are "government securities" within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, to the extent the applicable Rating Agencies rating the Securities have confirmed in writing will not cause a downgrade, withdrawal or qualification of the initial, or, if higher, then applicable ratings of the Securities (the "DEFEASANCE COLLATERAL"), which provide payments on or prior to, but as close as possible to, all successive scheduled payment dates after the Defeasance Date upon which interest and principal payments are required under the Note, in the case of a Defeasance Event for the entire outstanding principal balance of the Note, or the Defeased Note, in the case of a Defeasance Event for only a portion of the outstanding principal balance of the Note, as applicable and in amounts equal to the scheduled payments due on such dates under the Note or the Defeased Note, as applicable (including without limitation scheduled payments of principal, interest and the charges of the Rating Agencies) and assuming such the Note or the Defeased Note, as applicable, is paid in full on the Maturity Date, each of which shall be duly endorsed by the holder thereof as directed by Lender or accompanied by a written instrument of transfer in form and substance wholly satisfactory to Lender in its sole discretion (including, without limitation, such certificates, documents and instruments as may be required by the depository institution holding such securities or the issuer thereof, as the case may be, to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to perfect upon the delivery of the Defeasance Security Agreement the first priority security interest therein in favor of Lender in conformity with all applicable state and federal laws governing granting of such security interests; (3) a certificate of Borrower certifying that all of the requirements set forth in this Section have been satisfied in all material respects; (4) one or more opinions of counsel for Borrower in form and substance and delivered by counsel which would be satisfactory to a prudent lender stating, among other things, that (i) Lender has a perfected first priority security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms, (ii) in the event of a bankruptcy proceeding or similar occurrence with respect to Borrower, none of the Defeasance Collateral nor any proceeds thereof will be property of Borrower's estate under Section 541 of the Bankruptcy Code or any similar statute and the grant of security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law, (iii) the release of the Lien of the Mortgage and the pledge of Defeasance Collateral will not directly or indirectly result in or cause any REMIC Trust that then holds the Note to fail to maintain its status as a REMIC Trust and (iv) the defeasance will not cause any REMIC Trust to be an "investment company" under the Investment Company Act of 1940; (5) Lender has received written confirmation from any Rating Agency rating any Securities that such substitution of the Defeasance Collateral will not result in a downgrade, withdrawal or qualification of the ratings then assigned to any of the Securities; (6) a certificate in form and scope acceptable to Lender in its sole discretion from an Acceptable Accountant certifying that the Defeasance Collateral will generate amounts sufficient to make all payments of principal and interest due under the Note or the Defeased Note, as applicable (including the scheduled outstanding principal balance of the Note or the Defeased Note, as applicable, due on the Maturity Date); (7) in the event only a portion of the Note is the subject of a Defeasancs Event, evidence reasonably acceptable to Lender that the Undefeased Note will continue to be secured by the Mortgages; and (8) such other certificates, opinions, documents or instruments as Lender may reasonably require. (ii) Upon a defeasance in accordance with Section, Borrower shall, at Lender's sole and absolute discretion, assign all its obligations and rights under the Defeased Note to a special-purpose bankruptcy-remote entity ("SUCCESSOR BORROWER") to be formed by Borrower at its sole cost and expense. In connection therewith, the funds Successor Borrower shall execute an assumption agreement in form and assets so pledged will not substance satisfactory to Lender in its sole discretion pursuant to which it shall assume Borrower's obligations under the Note or the Defeased Note, as applicable, and the Defeasance Security Agreement. The sole asset of Successor Borrower shall be the Defeasance Collateral. In connection with such assignment and assumption, Borrower and/or Successor Borrower shall: (A) deliver to Lender an opinion of counsel in form and substance (but subject to customary qualifications and limitations) and delivered by counsel satisfactory to Lender in its sole discretion stating, among other things, that such assumption agreement is enforceable against Borrower and Successor Borrower, as applicable, in accordance with its terms and that the effects Note or the Defeased Note, as applicable, and the Defeasance Security Agreement and any other documents executed in connection with such defeasance are enforceable against Successor Borrower, and, in the event only a portion of any applicable bankruptcythe Note is the subject of a Defeasance Event, insolvencythe Undefeased Note remains enforceable against Borrower, reorganization each in accordance with their respective terms, and (B) pay all costs and expenses incurred by Lender or similar laws affecting creditors rights generally its agents in connection with such assignment and assumption (including, without limitation, reasonable attorneys' fees, costs and disbursements). Upon an assumption by Successor Borrower acceptable to Lender, (i) Borrower shall be relieved of its obligations under the laws Note or the Defeased Note, as applicable, and the Defeasance Security Agreement and, to the extent such documents relate to the Defeased Property, the other Loan Documents, and (ii) in the event only a portion of the jurisdiction where Note is the subject of a Defeasance Pledge was established Event, if the Defeased Property is owned other than by the owner of the Remaining Property, then the owner of the Defeased Property shall be relieved of its obligations under the Undefeased Note and the corporate domicile of other Loan Documents for matters occurring following the Issuerpartial defeasance.

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

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

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

Defeasance. 18.2.1 The Issuer maySeller shall incur no cost, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying expense or liability in connection with the following conditions Defeasance except as expressly provided in this Section 4.6.2. Notwithstanding anything stated to the contrary herein, provided the Closing occurs, Seller shall pay (“Covenant Defeasance”); (ai) the Issuer Excess Defeasance Securities Amount, not to exceed Fifteen Million Dollars ($15,000,000), and (ii) fifty percent (50%) of all other costs, expenses, fees and/or other amounts incurred or otherwise required to be paid in connection with the Defeasance including, without limitation, fees and costs of accountants, defeasance consultants and legal counsel. Company shall have irrevocably pledged use good faith efforts to disclose in writing to Seller all such costs, expenses, fees and amounts prior to the Bond Trustee for time the benefit same are incurred or promptly after learning of the Bondholders cash or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will same. The Company shall be sufficient responsible for the payment of principal and interest on the Outstanding Bonds to Maturity Date; (bx) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable Excess Defeasance Securities Amount to the Bond Trustee extent such amount exceeds Fifteen Million Dollars ($15,000,000), (y) fifty percent (50%) of all other costs, expenses, fees and/or other amounts incurred or otherwise required to be paid in connection with the Defeasance including, without limitation, fees and costs of accountants, defeasance consultants and legal counsel and (z) if the Closing does not occur and this Agreement is terminated, all costs, expenses, fees and other amounts incurred or otherwise required to be paid in connection with the Defeasance. Each of Seller and Company shall promptly provide to the effect other all information that may reasonably be required in order to effectuate the Bondholders will not recognize incomeDefeasance. For the purposes of this Section 4.6.2, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result "Excess Defeasance Securities Amount" shall mean the amount by which the cost of the Defeasance Pledge and Covenant Defeasance, and will securities needed to be subject acquired in order 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 effectuate the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on exceeds the date of establishment then outstanding principal balance of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the IssuerMortgage Loan.

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

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) At any time subsequent to the Issuer Lockout Period and prior to the Anticipated Repayment Date, provided that all of the conditions set forth in Section 9.1(b) are complied with, Lender hereby agrees that Borrower shall have irrevocably pledged the right to the Bond Trustee for the benefit obtain a release of the Bondholders cash or government obligations acceptable by Lien of the Bond Trustee Security Instrument and the other Loan Documents (other than the “Defeasance Pledge”) in such amounts as will be sufficient for Note and the payment of principal and interest on the Outstanding Bonds to Maturity Date; (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result Lien of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax Security Agreement 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; (cproperty secured thereby) no Event of Default shall have occurred and be continuing on the date of establishment Property upon at least thirty (30) days' prior written notice upon satisfaction of the Defeasance Pledgefollowing (such release, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment satisfaction of the Defeasance Pledge;other provisions of this Section 9.1(a), a "Defeasance"): (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the execution and delivery of a defeasance note (the "Defeasance Pledge will not be subject Note"), in substitution for the Note and in form and substance reasonably acceptable to any rights of creditors Lender, dated as of the Issuerdate of the Defeasance (which must be on a Business Day), payable to Lender on the same remaining payment terms as the Note; (ii) the execution and delivery of a security agreement (the "Defeasance Pledge will constitute Security Agreement"), in form and substance reasonably acceptable to Lender, dated as of the date of the Defeasance (which must be on a validBusiness Day), in favor of Lender, pursuant to which Lender is granted a perfected and enforceable first priority security interest in favour of the Bond Trustee for Defeasance Collateral to secure the benefit of the Bondholders, and Defeasance Note; (iii) after the 181st day following execution and delivery of appropriate and reasonable agreements and/or instruments, each in form and substance reasonably acceptable to Lender, pursuant to which the establishment obligations and liabilities of Borrower under the Defeasance Note and the Defeasance Security Agreement are assumed by a new entity (the "Substitute Borrower") which satisfies all of the Defeasance Pledge, Single Purpose Entity requirements; (iv) the funds execution and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws delivery by Borrower of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer.release documents referenced in Section 9.1

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

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

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

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

Defeasance. 18.2.1 The Issuer 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 (“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 obligations acceptable 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 and interest on the Outstanding Bonds to Maturity Date;defeasance. (bC) 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 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 PledgeBorrowers in form and substance reasonably satisfactory to the Lender stating, or insofar as Events of Default from bankruptcy or insolvency events are concernedamong other things, at any time that the Lender has a first priority perfected security interest in the period ending on Federal Obligations; (4) a certificate, in form and substance reasonably satisfactory to the 181st day after Lender from an independent certified public accountant confirming that the date requirements of establishment 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 Defeasance Pledge;Lender may reasonably request; and (7) an opinion of counsel from a Borrower that all conditions precedent to the defeasance have been satisfied. (dE) neither the Defeasance Pledge nor the Covenant Defeasance results in The Lender shall have received 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;Rating Agency Confirmation. (eF) 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 special‑purpose bankruptcy‑remote successor entity reasonably acceptable to the Chief Financial Officer of Lender (the GP that “Successor Borrowers”), with respect to which a substantive nonconsolidation opinion satisfactory to the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have Lender has been delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding Lender, and the Covenant Defeasance or Defeasance Pledge (including certificate from Borrowers shall transfer and assign to the Chief Financial Officer 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 GP Borrowers under the Notes, the other Loan Documents and a legal 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 from its legal of counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge defeasance will not be subject to any rights of creditors constitute a “significant modification” of the Issuer, (ii) the Defeasance Pledge will constitute Loan or a valid, perfected and enforceable security interest in favour “deemed exchange” of the Bond Trustee for the benefit Notes under section 1001 of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the IssuerIRC.

Defeasance. 18.2.1 The Issuer mayAny Outstanding Bonds shall, at its option and at any timeprior to the maturity or Redemption Date thereof, elect be deemed to have certain obligations discharged (see Clause 18.2.2) upon complying been paid within the meaning and with the following conditions (“Covenant Defeasance”); effect expressed in Section 8.01 if (a) in case any of such Bonds are to be redeemed on any date prior to their maturity, the Issuer Commission shall have irrevocably pledged given to the Bond Trustee in form satisfactory to it a Letter of Instructions containing irrevocable instructions to give notice of redemption of such Bonds as provided in Article IV, (b) there shall have been deposited with the Trustee, in trust, either money in an amount which shall be sufficient, or Defeasance Securities that are not callable or prepayable prior to maturity the principal of and interest on which without any reinvestment thereof when due will provide money which, together with the money, if any, deposited with the Trustee at the same time for such purposes, shall be sufficient, as verified by an Accountant, to pay when due the benefit principal or Redemption Price of and interest due and to become due on such Bonds on or prior to the Bondholders cash Redemption Date or government obligations acceptable by maturity date thereof, as the Bond Trustee case may be, (the “Defeasance Pledge”c) in the event such amounts Bonds are not to be redeemed within the next succeeding 60 days, the Commission shall have given the Trustee in form satisfactory to it a Letter of Instructions containing irrevocable instructions to mail, as will soon as practicable, notice to the Owners of all such Bonds that the deposit required by clause (b) above has been made with the Trustee and that such 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 made available for the payment of the principal or Redemption Price of and interest on the Outstanding Bonds to Maturity Date; such Bonds, and (bd) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable there shall be delivered to the Trustee a written opinion of Bond Trustee Counsel to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the provisions of this Section have been complied with so that such Bonds are no longer entitled to the benefits of this Trust Agreement and (ii) such defeasance will not, in and of itself, result in the inclusion of interest on any Tax-Exempt Bonds in gross income for federal income tax purposes. Neither Defeasance Pledge Securities nor money deposited with the Trustee pursuant to this Section nor principal or interest payments on any such Defeasance Securities shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal or Redemption Price of and interest on such Bonds; provided, that any cash received from such principal or interest payment on such Defeasance Securities, (i) to the extent such cash will not be subject required at any time for such purpose, shall be paid over to the Commission as received, free and clear of any rights of creditors of the Issuertrust, lien, security interest, pledge or assignment securing such Bonds or otherwise existing under this Trust Agreement, if all Bonds have been redeemed or discharged, otherwise such cash shall be deposited as Available Revenues, and (ii) to the extent such cash will be required for such purpose at a later date, shall, to the extent practicable, be reinvested in the Defeasance Pledge will constitute a validSecurities maturing at times and in amounts sufficient to pay when due the principal or Redemption Price of and interest to become due on such Bonds, perfected and enforceable security interest in favour of on or prior to such Redemption Date or maturity date thereof, as the Bond Trustee for the benefit of the Bondholderscase may be, and (iii) after interest earned from such reinvestment shall be paid over to the 181st day following the establishment Commission, as received, free and clear of the Defeasance Pledgeany trust, the funds and assets so pledged will not lien or pledge, if all Bonds have been redeemed or discharged, otherwise such cash shall be deposited as Available Revenues. Bonds defeased hereunder shall no longer be subject to redemption at the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws option of the jurisdiction where Commission, except to the Defeasance Pledge was established and extent that such Bonds are called for redemption at the corporate domicile of time provision is made for the Issuerdefeasance thereof, as provided in this Section.

Defeasance. 18.2.1 The Issuer mayDebtor may cause one or more Sites to be released from the lien of the applicable Deed(s) of Trust, at its option Equipment Security Agreement(s), UCC-1 Financing Statement(s) and at any timeall other Liens granted by Debtor in favor of FFCA pursuant to the Loan Documents by defeasing both the Notes and Equipment Notes with respect to such Sites, elect subject to have certain obligations discharged (see Clause 18.2.2) upon complying with the restriction set forth in subsection 5.C below and fulfillment of the following conditions conditions: (“Covenant Defeasance”i) Debtor shall have notified FFCA of its intent to defease such Notes and Equipment Notes pursuant to this subsection no less than 20 days before such intended defeasance (which defeasance must occur on a regularly scheduled payment date under such Notes and Equipment Notes); (aii) Debtor shall have delivered or caused to have been delivered to the Defeasance Account Institution the Defeasance Amount for deposit into the Defeasance Account; (iii) there shall be no continuing Event of Default after giving effect to such defeasance; provided, however, such requirement shall not preclude a defeasance permitted by Section 13(d); (iv) the Issuer Defeasance Amount consisting of Eligible Investments shall have irrevocably pledged been registered in the name of FFCA or the holders of the Notes being defeased; (v) Debtor shall have delivered or caused to be delivered to FFCA an officer's certificate dated as of the date of such delivery that sets forth the aggregate face amount or unpaid principal amount, interest rate and maturity of the Defeasance Amount consisting of Eligible Investments, and certifies that to the Bond Trustee best of such officer's knowledge, after reasonably diligent inquiry: (1) immediately prior to the deposit of such Eligible Investments into the Defeasance Account, Debtor owns the Defeasance Amount free and clear of all Liens and Debtor has full power and authority to make the irrevocable transfer into the Defeasance Account for the sole benefit of the Bondholders holder of the Notes and Equipment Notes being defeased; (2) such Defeasance Amount consists solely of Eligible Investments and/or cash; and (3) the defeasance contemplated hereby will not give rise to an Event of Default; (vi) Debtor shall have delivered or caused to be delivered to FFCA an opinion of Debtor's Counsel addressed to FFCA and dated as of the date of delivery (A) to the effect that the Defeasance Amount has been duly and validly delivered to the Defeasance Account Institution in accordance with the provisions of this Section 5.B, and (B) with respect to such other matters as are (i) reasonably required by FFCA, or (ii) following the Securitization, customary in similar transactions; 01/ 514412.5 Arby's 25 (vii) Debtor shall have delivered or caused to be delivered to FFCA a calculation from Debtor's chief financial officer or chief accounting officer or a nationally recognized firm of independent certified public accountants, verifying that the cash and Eligible Investments to be deposited in the Defeasance Account have scheduled cash flows in sufficient amounts so as to pay when due all payments relating to the Notes and the Equipment Notes; provided, however, if such calculation is certified by Debtor's chief financial officer or government chief accounting officer, the requirement set forth in this subsection shall not be deemed satisfied if FFCA shall have disapproved such calculation by delivering a notice to Debtor within 20 days after FFCA's receipt of Debtor's calculation containing the calculation of a nationally recognized firm of certified public accountants engaged by FFCA which concludes that the cash and Eligible Investments to be deposited in the Defeasance Account do not have scheduled cash flows in sufficient amounts so as to pay when due all payments relating to the Notes and the Equipment Notes; and (viii) Debtor must defease both the Note and the corresponding Equipment Note for each Site for which Debtor has notified FFCA of its intention to defease. Promptly upon the satisfaction of the conditions set forth herein with respect to the defeasance of a Note and the corresponding Equipment Note, if any, FFCA will release, or cause to be released, the Guaranty corresponding to the Site and the lien of the Deed of Trust, the Equipment Security Agreement, the Collateral Assignments, the Collateral Assignment of License Agreement, and the UCC-1 Financing Statement encumbering the Site corresponding to such Note and Equipment Note and all other Liens granted by Debtor in favor of FFCA pursuant to the Loan Documents with respect to such Site and deliver documents, including, without limitation, UCC-3 termination statements, reasonably requested by Debtor to effect such release and thereafter such Site and Equipment shall no longer be deemed a Site and Equipment for any and all purposes of the Loan Documents; provided, however, in no event shall the delivery of the Defeasance Amount cause Debtor to be released from its obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment to make payments of principal and interest on the Outstanding Bonds Notes and the Equipment Notes, or from any other obligation under any other Loan Document with respect to Maturity Date;the remaining Sites. The Defeasance Amount will be held and disbursed by the Defeasance Account Institution to the holders of the Notes and Equipment Notes being defeased as follows: (bi) on each date principal and interest under each Note and Equipment Note being defeased is due, the Issuer shallDefeasance Account Institution shall disburse to the holders of the Notes and Equipment Notes being defeased such portion of the Defeasance Amount as is required to make such payments of principal and interest, and the holders of the Notes and Equipment Notes being defeased shall apply such disbursement accordingly; and (ii) on the tenth anniversary of the Closing Date of each Note being defeased and the seventh anniversary of the Closing Date of each Equipment Note being defeased, the Defeasance Account Institution shall disburse to the holders of such Notes and Equipment Notes, as the case may be, such portion of the Defeasance Amount required to prepay 100% of the outstanding principal balance under such Notes and Equipment Notes through and including, and accrued interest thereon to, the applicable tenth anniversary of the Closing Date with respect to each such Note and the applicable seventh anniversary of the Closing Date with respect to each such Equipment Note, and the holders of the Notes and Equipment Notes being defeased shall apply such disbursement accordingly. Promptly upon disbursement of the Defeasance Amount as is equivalent to that amount as set forth above so as to pay the Notes and the Equipment Notes being defeased in full, the Notes and Equipment Notes being defeased shall be marked cancelled and returned to Debtor and, provided there shall be no continuing Event of Default, all amounts remaining in the Defeasance Account, if required by the Bond Trusteeany, provide a legal opinion reasonably acceptable with respect to the Bond Trustee Notes and the Equipment Notes being defeased shall promptly be returned to the effect that the Bondholders will not recognize incomeDebtor. All income accrued on Defeasance Amounts for federal, gain or loss for state and local income tax purposes (under US federal or Norwegian shall be reported by Debtor in its income tax law, if applicable) as a result return. FFCA and the holders of the Defeasance Pledge Notes and Covenant Defeasance, and will Equipment Notes shall not in any way be subject to such income tax on the same amount and held liable by reason of any insufficiency in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the IssuerAccount.

Defeasance. 18.2.1 The Issuer may(A) If the Agency shall pay or cause to be paid to the owners of all Bonds then Outstanding the principal and interest and Redemption Price, if any, to become due thereon, at its option the times and in the manner stipulated therein and in this Indenture, then the pledge of any Revenues and other monies, 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 Agency, execute and deliver to the Agency all such instruments as may be desirable to evidence such discharge and satisfaction and the Trustee shall pay over or deliver to the Agency all monies or securities held by it pursuant to this Indenture which are not required for the payment or redemption of Bonds not theretofore surrendered for such payment or redemption.‌ (B) Bonds or interest installments for the payment or redemption of which monies shall have been set aside and shall be held in trust by the Trustee (through deposit by the Agency of funds for such payment or redemption or otherwise) 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 subsection (“Covenant Defeasance”); A) of this Section. Except as otherwise provided in a Supplemental Indenture authorizing the issuance of a Series of Bonds, all Outstanding Bonds of any 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 subsection (A) of this Section if: (i) in case any of said Bonds are to be redeemed on any date prior to their maturity, the Agency shall have given to the Trustee in form satisfactory to it irrevocable instructions to give as provided in Article VI notice of redemption on said date of such Bonds, (ii) there shall have been set aside and shall be held in trust by the Trustee (through deposit by the Agency of funds for such payment or redemption or otherwise) either (a) monies in an amount which shall be sufficient, or (b) Government Obligations or (c) obligations (1) validly issued by or on behalf of a state or political subdivision thereof, and (2) fully secured by a first lien on Government Obligations, the Issuer principal of and the interest on which when due will provide monies which, together with the monies, if any, deposited with the Trustee at the same time, shall be sufficient to pay when due the principal or Redemption Price, if any, of and interest due and to become due on said Bonds on and prior to the Redemption Date or maturity date thereof, as the case may be, and (iii) in the event said Bonds are not by their terms subject to redemption within the next succeeding sixty days, the Agency shall have irrevocably pledged given the Trustee in form satisfactory to it irrevocable instructions to give by mail, as soon as practicable, notice to the Bond owners of such Bonds that the deposit required by this subsection 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 monies are to be available for the payment of the principal or Redemption Price, if any, on said Bonds. To the extent required for the payment of the principal or Redemption Price, if applicable, of and interest on said Bonds, neither monies deposited with the Trustee pursuant to this Section nor principal or interest payments on any such Government Obligations or obligations described in clause (c) above and deposited with the Trustee pursuant to this Section shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal or Redemption Price, if any, of and interest on said Bonds; provided that any cash received from such principal or interest payments on such Government Obligations or obligations described in clause (c) above and deposited with the Trustee pursuant to this Section, if not then needed for such purpose, shall, to the extent practicable, be reinvested in obligations described in clauses (b) or (c) above maturing at times and in amounts sufficient to pay when due the principal or Redemption Price, if any, of and interest to become due on said Bonds on and prior to such Redemption Date or maturity date thereof, as the case may be, and, if not required for the payment of such Bonds, any monies deposited with the Trustee pursuant to this Section and principal and interest payments on the obligations described in clauses (b) or (c) above shall be paid over to the Agency, as received by the Trustee, free and clear of any trust, lien or pledge. The Trustee may sell, transfer or otherwise dispose of the obligations described in clauses (b) and (c) above deposited with the Trustee pursuant to this Section; provided that the amounts received upon any such sale, transfer or other disposition, or a portion of such amounts, shall be applied to the purchase of other obligations described in clauses (b) and (c) above, the principal of and the interest on which when due will provide monies which, together with the monies on deposit with the Trustee, shall be sufficient to pay when due the principal or Redemption Price, if applicable, of 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, in accordance with this Section. (C) If, through the deposit of monies by the Agency or otherwise, the Trustee shall hold, pursuant to this Indenture, monies sufficient to pay the principal and interest to maturity on all Bonds, or in the case of Bonds in respect of which the Agency shall have taken all action necessary to redeem prior to maturity, sufficient to pay the Redemption Price and interest to such Redemption Date, then at the request of the Agency, all monies shall be held by the Trustee for the benefit payment or the redemption of the Bondholders cash or government obligations acceptable Bonds. (D) Amounts held by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal and or Redemption Price of, or interest on the Outstanding on, Bonds held by particular Bondholders with respect to Maturity Date; (b) the Issuer shallwhich no claim for payment has been made shall be disposed of as provided by applicable law, or if required by the Bond Trusteethere shall be no such applicable law, provide a legal opinion reasonably acceptable shall be returned to the Bond Trustee to Agency three years after 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 date on which payment 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 amounts would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuerdue.

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 (“Covenant Defeasance”);Supplement: (a) The Seller 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 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 in Section 12.04(c), payments in respect of principal of and interest on such Investor Certificates when such payments are due; (ii) such Seller's obligations with respect to such Certificates under Sections 6.04 and 6.05; (iii) the rights, powers, trusts, duties and immunities of the Trustee, the Paying Agent and the Transfer Agent and Registrar hereunder; and (iv) this Section 12.04 (b) Subject to Section 12.04(c), such Seller at its option may cause Collections allocated to the Defeased Series and available to purchase additional Receivables to be applied to purchase Eligible Investments rather than additional Receivables. (c) The following shall be the conditions to Defeasance under Section 12.04(a): (i) the Seller irrevocably shall have irrevocably pledged deposited or caused to be deposited with the Trustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Bond Trustee Trustee, as trust funds in trust for making the benefit of payments described below, (A) dollars in an amount, or (B) Eligible Investments that, through the Bondholders cash or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the scheduled payment of principal and interest in respect thereof, will provide, not later than the due date of payment thereon, money in an amount, 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 Outstanding Bonds to Maturity Date; (b) dates scheduled for such payments in this Agreement and the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable applicable Supplements and all amounts owing to the Bond Trustee Series Enhancers with respect to the effect that 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 Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer Seller shall have delivered to the Bond Trustee a certificate signed by Tax Opinion with respect to such deposit and termination of obligations and an Opinion of Counsel to the Chief Financial Officer effect that such deposit and termination of obligations will not result in the Trust being required to register as an "investment company" within the meaning of the 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; Investment Company Act; (fiii) the Issuer Seller shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding and each Series Enhancer entitled thereto pursuant to the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer relevant Supplement an Officer's Certificate of the GP Seller stating that 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 a legal opinion from its legal counsel Pay Out Event or any event that, with the giving of notice or the lapse of time, would constitute a Pay Out Event to the effect that all conditions for Covenant Defeasance have been complied withoccur with respect to any Series; and that (iiv) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the IssuerRating Agency Condition has been satisfied.

Defeasance. 18.2.1 The Issuer mayCorporation shall have the right (the "Defeasance Option") to be released from the terms of this Indenture relating to the outstanding Notes of a Series specified by the Corporation in a written notice to the Trustee, and upon receipt of such notice the Trustee shall, at its option the request and at any timeexpense of the Corporation, elect execute and deliver to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”);Corporation such deeds and other instruments as shall be necessary to release the Corporation from the terms of this Indenture relating to the Notes of the Series specified in such notice, except those relating to the indemnification of the Trustee, subject to the following: (a) the Issuer Corporation shall have irrevocably pledged delivered to the Bond Trustee evidence satisfactory to the Trustee that the Corporation has: (1) segregated and deposited for the benefit of Holders of Notes of the Series sufficient funds for the payment of all principal, Premium, interest and other amounts due or to become due on the Notes of such Series to the Stated Maturity thereof, (2) segregated and deposited for the benefit of the Bondholders cash Trustee funds or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient otherwise made provision for the payment of principal all remuneration and interest on expenses of the Outstanding Bonds Trustee to Maturity Datecarry out its duties under this Indenture in respect of the Notes of such Series, and (3) segregated and deposited funds for the payment of present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of the Notes of such Series, in each case irrevocably, pursuant to the terms of a trust agreement in form and substance satisfactory to the Corporation and the Trustee; (b) the Issuer shall, if required by the Bond Trustee, provide a legal Trustee shall have received an opinion reasonably acceptable to the Bond Trustee or opinions of Corporation Counsel to the effect that the Bondholders Holders of the Notes of such Series will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) be subject to any additional taxes as a result of the exercise by the Corporation of the Defeasance Pledge Option with respect to such Notes and Covenant Defeasance, and that such Holders will be subject to such taxes, if any, including those in respect of income tax (including taxable capital gains), on the same amount and amount, in the same manner and at the same time or times as would have been the case if the Defeasance Pledge Option had not occurredbeen exercised in respect of such Notes; (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 deposit referred to in the period ending on the 181st day after the date of establishment of the Defeasance PledgeSection 8.5(a); (d) neither the Defeasance Pledge nor the Covenant Defeasance results such release does not result in a breach or violation of of, or constitute a default under, any material agreement or instrument binding upon to which the Issuer, Corporation is a party or by which the certificate of association or partnership agreement governing the IssuerCorporation is bound; (e) the Issuer Corporation shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP an Officers' Certificate stating that the Defeasance Pledge deposit referred to in Section 8.5(a) was not made by the Issuer Corporation with the intent of preferring the Bondholders Holders of the Notes of such Series over any the other creditors of the Issuer Corporation or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer Corporation or others;; and (f) the Issuer Corporation shall have delivered to the Bond Trustee any certificate or legal an Officers' Certificate and an opinion reasonably of Corporation Counsel as required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP pursuant to Sections 11.12 and a legal opinion from its legal counsel to the effect 11.13, stating that all conditions precedent provided for Covenant or relating to the exercise of such Defeasance Option have been complied with; . The Corporation shall be deemed to have made due provision for the depositing of funds if it deposits or causes to be deposited with the Trustee under the terms of an irrevocable trust agreement in form and that substance satisfactory to the Corporation and the Trustee (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuereach acting reasonably), (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee solely for the benefit of the Bondholders, and (iii) after the 181st day following the establishment Holders of the Defeasance PledgeNotes of the Series specified therein, money or debt Securities constituting direct obligations of Canada or an agency or instrumentality of Canada, which will be sufficient, in the written opinion of a firm of independent chartered accountants or an investment dealer acting reasonably and acceptable to the Trustee, to provide for payment in full when due of the Notes of such Series and all other amounts from time to time due and owing under this Indenture which pertain to the Notes of such Series. The Trustee shall hold in trust all money or Securities deposited with it pursuant to this Section 8.5 and shall apply the deposited money and the money derived from such Securities in accordance with this Indenture to the payment of principal of and Premium and interest on the Notes and, as applicable, other amounts. If the 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 funds Corporation's obligations under this Indenture and assets so pledged will not the Notes shall be subject revived and reinstated as though no money or Securities had been deposited pursuant to this Section 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 any Notes or, as applicable, other amounts because of the reinstatement of its obligations, the Corporation shall be subrogated to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where Holders of such Notes to receive such payment from the Defeasance Pledge was established and money or Securities held by the corporate domicile of the IssuerTrustee.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with On the date during the Amortization Period that the following conditions (“Covenant Defeasance”); (a) the Issuer shall have irrevocably pledged been satisfied: (i) an amount shall have been deposited (x) in the Defeasance Funding Account equal to the Bond Trustee for the benefit sum of the Bondholders cash Class A Outstanding Principal Amount, the Class B Outstanding Principal Amount and the CTO Outstanding Principal Amount, which amount shall be invested in Cash Equivalents and (y) in the Defeasance Reserve Account equal to or government obligations acceptable greater than the excess of the sum of the Class A Monthly Interest, the Class B Monthly Interest and the estimated CTO Monthly Interest over the estimated amount of investment earnings on amounts in the Defeasance Funding Account, as estimated by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient Transferor, for the payment of principal and interest on the Outstanding Bonds to Maturity Date; (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result each of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on Interest Accrual Periods during the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on period from the date of establishment of the deposit to the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in Funding Account through the period ending on CTO Expected Final Payment Date (the 181st day after the date of establishment of the "Required Defeasance Pledge; Reserve Account Amount"); (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (eii) the Issuer Transferor shall have delivered to the Bond Trustee a certificate signed by an Opinion of Counsel to the Chief Financial Officer effect that such deposit and termination of obligations will not result in the Trust being required to register as an "investment company" within the meaning of the GP Investment Company Act and an Opinion of Counsel to the effect that following such deposit none of the Trust, the Defeasance Pledge was not made by Reserve Account or the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer Defeasance Funding Account will be deemed to be an association (or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; publicly traded partnership) taxable as a corporation; (fiii) the Issuer Transferor shall have delivered to the Bond Trustee any a certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of an officer of the GP Transferor stating that the Transferor reasonably believes that such deposit and termination of its obligations will not constitute a legal opinion from its legal counsel Pay Out Event or any event that, with the giving of notice or the lapse of time, would cause a Pay Out Event to occur; and (iv) the Rating Agency Condition shall have been satisfied; then, the Series 1998-2 Securities will no longer be entitled to the effect that all conditions for Covenant Defeasance have been complied with; and that security interest of the Trust in the Receivables and, except those set forth in clause (i) above, other Trust assets ("Defeasance"), the percentages applicable to the allocation to the Series 1998-1 Securityholders of Principal Collections, Finance Charge Collections, unpaid Adjustment Payments and Default Amounts shall be reduced to zero and the Monthly Servicing Fee shall be reduced to zero; provided, however, that no such Defeasance Pledge will not be subject to shall occur for so long as any rights of creditors Class A Charge-Offs, Class B Charge-Offs or CTO Charge-Offs exist. Upon the satisfaction of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledgeforegoing conditions, the funds and assets so pledged will not Class D Invested Amount shall be subject reduced to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuerzero.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Bondholders cash or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal and interest on the Outstanding Bonds to Maturity Date; (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) Provided no Event of Default shall have occurred and remain uncured, Borrower shall have the right at any time (i) with respect to the Claremont Property, and (ii) after the Defeasance Lockout Period and prior to the Prepayment Lockout Release Date with respect to any Property other than the Claremont Property, to voluntarily defease the Loan in whole or in part and obtain the release of the Property, or applicable Property or Properties if defeased only in part, by and upon satisfaction of the following conditions (such event being a DEFEASANCE EVENT): (i) Borrower shall provide not less than thirty (30) days prior written notice to Lender specifying the date (the DEFEASANCE DATE) on which the Defeasance Event shall occur, which notice shall be continuing revocable by Borrower but not more than two (2) times in any twelve (12) month period provided, however, if Borrower elects to so revoke any such notice, Borrower shall reimburse Lender for the actual out-of-pocket expenses incurred by Lender in connection with such revocation; (ii) Except with respect to a defeasance of the Claremont Property, the Portfolio DSCR after giving effect to the Defeasance Event shall not be less than the greater of (a) 1.4 to 1.0, and (b) 90% of the Portfolio DSCR immediately prior to such Defeasance Event; (iii) Borrower shall pay to Lender all accrued and unpaid interest on the date portion of establishment the principal balance of the Loan then being defeased to and including the Defeasance Date; (iv) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due and payable under the Note, this Agreement, the Security Instrument and the other Loan Documents; (v) Borrower shall deliver to Lender, at Borrower's option, either (x) the Defeasance Deposit, or (y) the Defeasance Collateral (in an amount equal to or greater than that which could otherwise be purchased with the Defeasance Deposit had the required Defeasance Deposit been delivered by Borrower); (vi) Borrower shall execute and deliver a pledge and security agreement, in form and substance that would be reasonably satisfactory to a prudent lender creating a first priority lien on the Defeasance Collateral, in accordance with the provisions of this Section 2.3.4 (the SECURITY AGREEMENT); (vii) Borrower shall deliver an opinion of counsel for Borrower that is standard in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that Borrower has duly and validly transferred and assigned to the Successor Borrower the Defeasance Collateral and all obligations, rights and duties under and to the Note that are attributable to the Property, that Lender has a perfected first priority security interest in the Defeasance Collateral delivered by Borrower, and shall pay all costs of Lender obtaining an opinion of counsel that is standard in similar transactions that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a "real estate mortgage investment conduit" within the meaning of Section 860D of the Code as a result of such Defeasance Event; (viii) Borrower shall obtain confirmation in writing from the applicable Rating Agencies to the effect that the Defeasance Collateral to be purchased qualifies and is sufficient so that the substitution of such Defeasance Collateral for the Property or Properties being released will not result in a downgrade, withdrawal or qualification of the respective ratings in effect immediately prior to such Defeasance Event for the Securities issued in connection with the Securitization which are then outstanding. If required by the applicable Rating Agencies, Borrower shall also deliver or cause to be delivered a Non-Consolidation Opinion with respect to the Successor Borrower in form and substance (i) reasonably satisfactory to a prudent lender and (ii) satisfactory to the applicable Rating Agencies; (ix) Borrower shall deliver a certificate that would be reasonably satisfactory to a prudent lender given by an Independent Accountant engaged by Borrower certifying that the Defeasance Collateral shall generate monthly amounts equal to or greater than the Scheduled Defeasance Payments required to be paid under the Note and this Agreement through and including the Maturity Date with respect to the Individual Properties that are subject to such Defeasance Event; (x) Borrower shall deliver such other certificates, documents or instruments as a prudent lender would reasonably require; and (xi) Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including (A) any costs and expenses associated with a release (in full or in part, as applicable) of the Lien of the Security Instrument as provided in Section 2.3.3 hereof, (B) reasonable attorneys' fees and expenses incurred in connection with the Defeasance Event, (C) the costs and expenses of the Rating Agencies, and (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note, or otherwise required to accomplish the defeasance. (b) In connection with any Defeasance Event, Borrower shall purchase Defeasance Collateral (or Lender shall use the Defeasance Deposit to purchase such Defeasance Collateral) which provide payments on or prior to, but as close as possible to, all successive scheduled Payment Dates after the Defeasance Date upon which interest payments are required under this Agreement and the Note and in amounts equal to the scheduled payments allocable to the Allocated Loan Amount of the Property(ies) being released pursuant to such Defeasance Event due on such Payment Dates under this Agreement and the Note of (including, without limitation, the scheduled payments of principal, interest, and any other amounts due under the Loan Documents on such dates and the payment of such Note in full on the Maturity Date) (the SCHEDULED DEFEASANCE PAYMENTS). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the Defeasance Collateral may be made directly to the Collection Account (unless otherwise directed by Lender) and applied to satisfy the obligations of Borrower or Successor Borrower, if applicable, under this Agreement and the Note. Any portion of the Defeasance PledgeDeposit in excess of the amount necessary to purchase the Defeasance Collateral required by this Section 2.3 and satisfy Borrower's other obligations hereunder shall be remitted to Borrower. (c) The Defeasance Collateral shall be duly endorsed by the holder thereof as directed by Lender or accompanied by a written instrument of transfer in form and substance that would be reasonably satisfactory to a prudent lender (including, without limitation, such instruments as may be reasonably required by the depository institution holding such securities or insofar by the issuer thereof, as Events the case may be, to effectuate book-entry transfers and pledges through the book-entry facilities of Default from bankruptcy or insolvency events are concerned, at any time such institution) in order to perfect upon the period ending on the 181st day after the date of establishment delivery of the Defeasance Pledge;Collateral a first priority security interest therein in favor of the Lender in conformity with all applicable state and federal laws governing the granting of such security interests. (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the IssuerBorrower may at its option, or if so required by the certificate applicable Rating Agencies shall, establish or designate a successor entity (the SUCCESSOR BORROWER) which shall be a single purpose bankruptcy remote entity approved by the Rating Agencies with one (1) Independent Director, and the applicable Borrower(s) shall transfer and assign all obligations, rights and duties under and to the Note, together with the pledged Defeasance Collateral to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Note and the Security Agreement and the applicable Borrower(s) shall be relieved of association or partnership agreement governing its obligations under such documents. Borrower shall pay $1,000 to any such Successor Borrower as consideration for assuming the Issuer;obligations under the Note and the Security Agreement. (e) If Borrower has elected to defease the Issuer Loan or any allocated portion thereof, and the requirements set forth in this Section 2.3.4 have been satisfied, the applicable Property or Properties shall have delivered be released from the Lien of the Security Instrument as provided in this Section and the Defeasance Collateral, pledged pursuant to the Bond Trustee a certificate signed by Security Agreement, shall be the Chief Financial Officer substitute source of collateral securing such amounts due under the Note. Further, the pledge of the GP that related Account Collateral, the Defeasance Pledge was not made by Collateral Accounts and other property pledged under this Agreement and the Issuer with other Loan Documents and all other obligations of Borrower created hereunder in respect of such Property or Properties shall be discharged, except as specifically provided to the intent of preferring contrary in 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;applicable Loan Document. (f) the Issuer Borrower shall have delivered submit to Lender not less than fifteen (15) days prior to the Bond Trustee any certificate or legal opinion Defeasance Date (which must be on a Business Day), a release of Liens (and related Loan Documents) for each applicable Property (for execution by Lender) in a form appropriate in the applicable state and otherwise satisfactory to Lender in its reasonable discretion and all other documentation Lender reasonably required regarding the Covenant requires to be delivered by Borrower in connection with such Defeasance or Defeasance Pledge Event (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions collectively, RELEASE INSTRUMENTS) for Covenant Defeasance have been complied with; and each applicable Property (for execution by Lender) together with an Officer's Certificate certifying that (i) the Defeasance Pledge will not be subject to any rights of creditors of the IssuerRelease Instruments are in compliance with all Legal Requirements, (ii) the Defeasance Pledge Event will constitute a validnot violate the terms of this Agreement, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged release to be effected will not be impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents not being released (or as to the parties to the Loan Documents and Properties subject to the effects of any applicable bankruptcyLoan Documents not being released), insolvency(iv) the requirement described in Section 2.3.4(a)(ii) above is satisfied in connection with such Defeasance Event (together with calculations demonstrating the same in reasonable detail), reorganization or similar laws affecting creditors rights generally under and Mortgage Borrower General Partner has withdrawn and been replaced as the laws general partner of the jurisdiction where applicable Borrower transferring the applicable Property or that such Borrower will be dissolved immediately after such Defeasance Pledge was established and the corporate domicile of the IssuerEvent.

Defeasance. 18.2.1 The Issuer mayNotwithstanding any provision of this Mortgage to the contrary, at its option any time after the date which (A) is two (2) years after the “startup day,” within the meaning of Section 860G(a)(9) of the Internal Revenue Code of 1986, as amended from time to time or any successor statute (the “Code”), of a “real estate mortgage investment conduit,” (“REMIC”) within the meaning of Section 860D of the Code, that holds the Note and at any timethis Mortgage or (B) three (3) years after the date hereof, elect to have certain obligations discharged (see Clause 18.2.2) whichever shall earlier occur, and provided no Event of Default has occurred, Mortgagor may cause the release of the Property from the lien of this Mortgage and the other Loan Documents upon complying with the satisfaction of the following conditions conditions: A. not less than thirty (30) days prior written notice shall be given to Mortgagee specifying a Payment Date (the “Covenant DefeasanceRelease Date”)) on which the Defeasance Collateral is to be delivered; (a) B. all accrued and unpaid interest and all other sums then due under this Mortgage, the Issuer shall have irrevocably pledged Note and under the other Loan Documents up to the Bond Trustee for Release Date, including, without limitation, all out-of-pocket costs and expenses reasonably incurred by Mortgagee or its agents in connection with such release (including, without limitation, the benefit review of the Bondholders cash proposed Defeasance Collateral and the preparation of the Defeasance Security Agreement (as hereinafter defined) and related documentation), shall be paid in full on or government obligations acceptable by prior to the Bond Trustee Release Date; and C. Mortgagor shall deliver to Mortgagee on or prior to the Release Date: (i) a pledge and security agreement, in form and substance reasonably satisfactory to Mortgagee in its sole but reasonable discretion, creating a first priority security interest in favor of Mortgagee in the Defeasance Collateral (the “Defeasance PledgeSecurity Agreement”), which shall provide, among other things, that any payments generated by the Defeasance Collateral shall be paid directly to Mortgagee and applied by Mortgagee in satisfaction of all amounts then due and payable hereunder and any excess received by Mortgagee from the Defeasance Collateral over the amounts payable by Mortgagor hereunder or under the Note shall be refunded to Mortgagor promptly after each Payment Date; (ii) either (x) direct, non-callable obligations of the United States of America or (y) non-callable obligations, other than U.S. Treasury Obligations, that are “government securities” within the meaning of Section 1.860G-2(a)(8) of the Treasury Regulations, as amended, or Section 2(a)(16) of the Investment Act of 1940, that are acceptable to each applicable rating agency, in each case, and that provide for payments prior, but as close as possible, to all successive Payment Dates occurring after the Release Date through and including the Maturity Date, with each such payment being equal to or greater than the amount of the corresponding installment of principal and interest required to be paid under the Note (provided that for all purposes of this Section 12.5(C)(2), all principal, accrued interest and other amounts payable under this Mortgage, the Note and the other Loan Documents shall be due and payable in full on the Maturity Date) (the “Defeasance Collateral”), each of which shall be duly endorsed by the holder thereof as directed by Mortgagee or accompanied by a written instrument of transfer in form and substance reasonably satisfactory to Mortgagee in its sole but reasonable discretion (including, without limitation, such instruments as may be required by the depository institution holding such securities or the issuer thereof, as the case may be, to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to perfect upon the delivery of the Defeasance Security Agreement the first priority security interest in the Defeasance Collateral in favor of Mortgagee in conformity with all applicable state and federal laws governing granting of such security interests; (iii) a certificate of Mortgagor certifying that all of the requirements set forth in this Section 12.5 have been satisfied; (iv) an opinion of counsel for Mortgagor in form and substance and delivered by counsel reasonably satisfactory to Mortgagee in its sole but reasonable discretion stating, among other things, that (x) Mortgagee has a perfected first priority security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Mortgagor in accordance with its terms and (y) that any trust formed as a REMIC pursuant to a securitization will not fail to maintain its status as a REMIC as a result of such defeasance (v) a letter or other written evidence from any applicable rating agency that the defeasance will not result in the withdrawal, downgrade or qualification of the ratings assigned to any certificates issued in connection with a securitization of the Property, if applicable; (vi) a certificate in form and scope reasonably acceptable to Mortgagee in its sole discretion from a nationally recognized accounting firm or other independent certified public accountant satisfactory to Mortgagor that the Defeasance Collateral will generate amounts as will be sufficient for to make all payments of principal and interest due under the Note (including the scheduled payment of principal and interest due on the Outstanding Bonds to Maturity Date;); and (bvii) such other certificates, documents or instruments as Mortgagee may reasonably require. Upon compliance with the Issuer shallrequirements of this Section 12.5, if required the Property shall be released from the lien of this Mortgage and the other Loan Documents, and the Defeasance Collateral shall constitute collateral which shall secure the Note and all other obligations under the Loan Documents. Mortgagee will, at Mortgagor’s expense, execute and deliver any agreements reasonably requested by Mortgagor to release the lien of this Mortgage from the Property. Upon the release of the Property in accordance with this Section 12.5, Mortgagor shall assign all its obligations and rights under the Note, together with the pledged Defeasance Collateral, to a successor entity approved by Mortgagee in its reasonable discretion (the “Successor Mortgagor”), which approval shall not be unreasonably withheld, conditioned or delayed. Mortgagee shall have the right to establish or designate the Successor Mortgagor and to purchase, or cause to be purchased, the Defeasance Collateral (the “Defeasance Rights and Obligations”), which rights may be exercised in Mortgagee’s sole discretion and shall be retained by the Bond TrusteeMortgagee named herein notwithstanding the transfer or securitization of the Loan. The Successor Mortgagor shall execute an assumption agreement in form and substance reasonably satisfactory to Mortgagee in its sole discretion pursuant to which it shall assume Mortgagor’s obligations under the Note and the Defeasance Security Agreement. As conditions to such assignment and assumption, provide a legal Mortgagor shall (x) deliver to Mortgagee an opinion of counsel in form and substance and delivered by counsel reasonably acceptable satisfactory to Mortgagee in its sole discretion stating, among other things, that such assumption agreement is enforceable against Mortgagor and the Bond Trustee to the effect Successor Mortgagor in accordance with its terms and that the Bondholders will Note, the Defeasance Security Agreement and the other Loan Documents, as so assumed, are enforceable against such successor entity in accordance with their respective terms, and (y) pay all costs and expenses incurred by Mortgagee or its agents in connection with such assignment and assumption (including, without limitation, the review of the proposed transferee and the preparation of the assumption agreement and related documentation). Upon such assumption, Mortgagor shall be relieved of its obligations hereunder, under the other Loan Documents and under the Defeasance Security Agreement. In addition, Indemnitor shall be fully released from and relieved of any personal liability under the Note or any of the other Loan Documents for any acts or events occurring or obligations arising after the closing of such assumption which are not recognize incomecaused by or arising out of any acts or events occurring or obligations arising prior to or simultaneously with the closing of such assumption. Mortgagee has entered into an agreement with Defeasance Holding Company, gain or loss for income tax purposes LLC (under US federal or Norwegian tax law, if applicable“CDHC”) as a result pursuant to which Mortgagee has assigned to CDHC the Defeasance Rights and Obligations. Mortgagor hereby acknowledges the transfer to CDHC of the Defeasance Pledge Rights and Covenant Defeasance, Obligations and will be subject releases Mortgagee from any liability for actions or inactions of CDHC related 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 Rights and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the IssuerObligations.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with On the date during the Amortization Period that the following conditions (“Covenant Defeasance”); (a) the Issuer shall have irrevocably pledged been satisfied: (i) an amount shall have been deposited (x) in the Defeasance Funding Account equal to the Bond Trustee for the benefit sum of the Bondholders cash Class A Outstanding Principal Amount, the Class B Outstanding Principal Amount and the CTO Outstanding Principal Amount, which amount shall be invested in Cash Equivalents and (y) in the Defeasance Reserve Account equal to or government obligations acceptable greater than the excess of the sum of the Class A Monthly Interest, the Class B Monthly Interest and the estimated CTO Monthly Interest over the estimated amount of investment earnings on amounts in the Defeasance Funding Account, as estimated by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient Transferor, for the payment of principal and interest on the Outstanding Bonds to Maturity Date; (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result each of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on Interest Accrual Periods during the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on period from the date of establishment of the deposit to the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in Funding Account through the period ending on CTO Expected Final Payment Date (the 181st day after the date of establishment of the "Required Defeasance Pledge; Reserve Account Amount"); (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (eii) the Issuer Transferor shall have delivered to the Bond Trustee a certificate signed by an Opinion of Counsel to the Chief Financial Officer effect that such deposit and termination of obligations will not result in the Trust being required to register as an "investment company" within the meaning of the GP Investment Company Act and an Opinion of Counsel to the effect that following such deposit none of the Trust, the Defeasance Pledge was not made by Reserve Account or the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer Defeasance Funding Account will be deemed to be an association (or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; publicly traded partnership) taxable as a corporation; (fiii) the Issuer Transferor shall have delivered to the Bond Trustee any a certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of an officer of the GP Transferor stating that the Transferor reasonably believes that such deposit and termination of its obligations will not constitute a legal opinion from its legal counsel Pay Out Event or any event that, with the giving of notice or the lapse of time, would cause a Pay Out Event to occur; and (iv) the Rating Agency Condition shall have been satisfied; then, the Series 1998-2 Securities will no longer be entitled to the effect that all conditions for Covenant Defeasance have been complied with; and that security interest of the Trust in the Receivables and, except those set forth in clause (i) above, other Trust assets ("Defeasance"), the percentages applicable to the allocation to the Series 1998-2 Securityholders of Principal Collections, Finance Charge Collections, unpaid Adjustment Payments and Default Amounts shall be reduced to zero and the Monthly Servicing Fee shall be reduced to zero; provided, however, that no such Defeasance Pledge will not be subject to shall occur for so long as any rights of creditors Class A Charge- Offs, Class B Charge-Offs or CTO Charge-Offs exist. Upon the satisfaction of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledgeforegoing conditions, the funds and assets so pledged will not Class D Invested Amount shall be subject reduced to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuerzero.

Defeasance. 18.2.1 The Issuer mayNotwithstanding any provision of this PARAGRAPH 3 to the contrary (but subject to the last sentence of this SUBPARAGRAPH 3.2), at its option any time after the earlier of (a) three (3) years after the full funding of the Loan or (b) two (2) years after the "startup day," within the meaning of Section 860G(a)(9) of the Internal Revenue Code of 1986, as amended from time to time or any successor statute (the "CODE"), of a "real estate mortgage investment conduit" ("REMIC"), within the meaning of Section 860D of the Code, that holds this Note, and at provided no Event of Default has occurred and is continuing hereunder or under any timeof the other Loan Documents, elect to have certain obligations discharged (see Clause 18.2.2) Borrower may cause the release of the Property from the lien of the Security Instrument and the other Loan Documents upon complying with the satisfaction of the following conditions (“Covenant Defeasance”the "DEFEASANCE"): (i) Not less than thirty (30) days prior written notice shall be given to Lender specifying a date (the "RELEASE DATE") on which the Defeasance Deposit (as hereinafter defined) is to be made, such date being a day on which a regularly scheduled monthly installment of principal and interest is required to be paid pursuant to PARAGRAPH 2 above (a "DEBT SERVICE PAYMENT DATE"); (aii) the Issuer Borrower shall have irrevocably pledged pay to the Bond Trustee for the benefit of the Bondholders cash or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal Lender all accrued and unpaid interest on the Outstanding Bonds to Maturity principal balance of the Note and all scheduled principal payments due through and including the Release Date. If for any reason the Release Date is not a Debt Service Payment Date, Borrower shall also pay interest that would have accrued on the Note through the next Debt Service Payment Date; (biii) Borrower shall have paid all other sums (not including scheduled interest or principal payments) due under this Note and under the other Loan Documents, including any Defeasance processing fee charged by ▇▇▇▇▇▇; (iv) Borrower shall deliver to Lender on or prior to the Release Date: A. The estimated amount necessary to purchase the Defeasance Collateral (the "DEFEASANCE DEPOSIT"); B. An executed pledge and security agreement, in form and substance satisfactory to Lender in its sole discretion, creating a first priority security interest in favor of ▇▇▇▇▇▇ in the Defeasance Deposit and the Defeasance Collateral (the "DEFEASANCE SECURITY AGREEMENT"); C. A certificate of Borrower certifying that it is requesting the lien against the Property be released to facilitate a disposition or refinancing of, or other customary commercial transaction involving, the Property and not as part of an arrangement to collateralize a REMIC offering with obligations that are not real estate mortgages, and that all of the other requirements set forth in this SUBPARAGRAPH 3.2 have been satisfied; D. An opinion of counsel for Borrower in form and substance and delivered by counsel satisfactory to Lender in its sole discretion stating, among other things, that (1) the Issuer shallDefeasance Deposit has been duly and validly assigned and delivered to Lender; (2) the posting of the Defeasance Deposit will not adversely affect the tax status of the REMIC under the Code and that the Defeasance complies with all applicable REMIC provisions under the Code; and (3) ▇▇▇▇▇▇ has a perfected first priority security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms; E. A certificate of Borrower certifying that all requirements relating to the Defeasance set forth in this Note and any other Loan Documents have been satisfied; and ▇. ▇▇▇▇ other certificates, if opinions of counsel, documents or instruments as Lender may reasonably require; and (v) If required by the Bond Trustee, provide a legal opinion reasonably acceptable Applicable Rating Agencies for any Secondary Market Transaction relating to the Bond Trustee Loan, ▇▇▇▇▇▇ receives written assurances that the securities of the REMIC ("SECURITIES") that directly or indirectly holds this Note will not have a downgrade, withdrawal or qualification of the credit rating then assigned to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes Securities by any rating agencies (under US federal or Norwegian tax law, if applicable"APPLICABLE RATING AGENCIES") as a result of the Defeasance; (vi) The holder of the Defeasance Pledge and Covenant DefeasanceCollateral, and will which shall be subject to such income tax on the same amount and successor entity designated by LaSalle Bank National Association in its sole discretion, shall be a single purpose entity, which shall not own any other assets or have any other liabilities or operate any other property (except in connection with other defeased loans held in the same manner and at securitized loan pool with the same times as would have been the case if the Defeasance Pledge had not occurredLoan); (cvii) no Event of Default Borrower shall have occurred pay all costs and be continuing on expenses incurred by Lender or its agents in connection with the date of establishment Defeasance, including, without limitation, all costs and expenses associated with the purchase of the Defeasance PledgeCollateral, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment preparation of the Defeasance Pledge;Security Agreement and related documentation, the preparation and recordation of a release of the lien of the Mortgage, as well as all fees and expenses of the Applicable Rating Agencies, and all reasonable accountants' and attorneys' fees and expenses; and (dviii) neither Borrower must comply with all other applicable REMIC provisions under the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of Code as well as 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 Applicable Rating Agencies' requirements. Notwithstanding anything that may be contained herein to the Bond Trustee a certificate signed by contrary, the Chief Financial Officer Loan may not be defeased during the last ninety (90) days of the GP that loan term if the Defeasance Pledge was Loan has not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have previously been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuerdefeased.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) the Issuer shall have irrevocably pledged Notwithstanding any provisions of this Article 2 to the Bond Trustee for contrary, at any time following the benefit earlier of (1) the expiration of the Bondholders cash REMIC Prohibition Period, or government obligations acceptable by (2) three (3) years from the Bond Trustee (first Payment Date, Borrower may cause the “Defeasance Pledge”) in such amounts as will be sufficient for release of the payment Property from the Lien of principal the Mortgage and interest on the Outstanding Bonds to Maturity Date;other Loan Documents upon the satisfaction of the following conditions: (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (ci) no Event of Default shall have occurred and be continuing continuing; (ii) not less than thirty (30) (but not more than ninety (90)) days prior written notice shall be given to Lender specifying a date on which the date Defeasance Collateral is to be delivered (the “Release Date”); provided, however, that Borrower shall have the right to cancel or extend (by no more than thirty (30) days) such notice by providing Lender with notice of establishment cancellation or extension not less than ten (10) days prior to the scheduled Release Date, provided that Borrower shall pay all of Lender’s costs and expenses incurred as a result of such cancellation or extension; (iii) all sums due under this Agreement, the Note and under the other Loan Documents up to the Release Date, including, without limitation, all fees, costs and expenses incurred by Lender and its agents in connection with such release (including, without limitation, reasonable legal fees and expenses for the review and preparation of the Defeasance PledgeSecurity Agreement and of the other materials described in Section 2.7(a)(iv) below and any related documentation, and any servicing fees, Rating Agency fees or insofar as Events other costs related to such release), shall be paid in full on or prior to the Release Date; (iv) Borrower shall deliver to Lender on or prior to the Release Date: (A) a pledge and security agreement, in form and substance which would be satisfactory to a prudent lender, creating a first priority security interest in favor of Default from bankruptcy or insolvency events are concerned, at any time Lender in the period ending Defeasance Collateral (the “Defeasance Security Agreement”); (B) direct non-callable obligations of the United States of America or, to the extent satisfying Rating Agency criteria, other obligations which are “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 that provide for payments on a Business Day prior and as close as possible to each successive Payment Date after the Release Date through the end of the Lockout Period, with each such payment being equal to or greater than the amount of the corresponding Monthly Payment Amount required to be paid under this Agreement and the Note and all amounts necessary to pay the outstanding principal balance and all other amounts due and payable on the 181st day after the date Lockout Period ends (the “Defeasance Collateral”), duly endorsed by the holder thereof as directed by Lender or accompanied by a written instrument of establishment transfer in form and substance which would be satisfactory to a prudent lender (including, without limitation, such certificates, documents and instruments as may be required by the depository institution holding such securities or the issuer thereof, as the case may be, to effectuate book entry transfers and pledges through the book entry facilities of such institution) in order to perfect upon the delivery of the Defeasance PledgeSecurity Agreement the first priority security interest therein in favor of Lender in conformity with all applicable state and federal laws governing granting of such security interests; (C) a certificate of Borrower certifying that all of the requirements set forth in this Section 2.7(a) have been satisfied; (D) one or more opinions of counsel for Borrower in form and substance and delivered by counsel which would be reasonably satisfactory to a prudent lender stating, among other things, that (1) Lender has a perfected first priority security interest in the Defeasance Collateral and that the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms, and (2) the release of the lien of the Mortgage and the pledge of Defeasance Collateral will not directly or indirectly result in or cause any REMIC Trust that holds the Note to fail to maintain its status as a REMIC Trust; (E) a certificate in form and scope which would be satisfactory to a prudent lender from an independent certified public accountant acceptable to Lender certifying that the Defeasance Collateral will generate amounts sufficient to make all payments of principal and interest due under this Agreement and the Note (including the scheduled outstanding principal balance of the Loan on the last day of the Lockout Period); (F) such other certificates, opinions, documents and instruments as a prudent lender would reasonably require; and (G) in the event the Loan is held by a REMIC Trust and if required by Lender, Lender has obtained a Rating Agency Confirmation. (b) Upon compliance with the requirements of Section 2.7(a), the Property shall be released from the Lien of the Mortgage and the other Loan Documents, and the Defeasance Collateral shall constitute collateral which shall secure the Note and all other obligations under the Loan Documents. Lender shall, at Borrower’s expense, execute and deliver any agreements reasonably requested by Borrower to release the lien of the Mortgage and the other Loan Documents from the Property. (c) As a condition to the release of the Property in accordance with Section 2.7, Borrower shall assign all its obligations and rights under this Agreement and the Note, together with the pledged Defeasance Collateral, to a successor entity designated by Borrower and approved by Lender in its reasonable discretion (“Successor Borrower”). Lender’s right to approve the Successor Borrower shall, at the sole option of Bank of America, N.A., be exercised by Bank of America, N.A. and shall be retained by Bank of America, N.A. (or any successor or assign pursuant to an assignment of such retained rights separate and apart from the transfer or Securitization of all or any portion of the Loan), notwithstanding any transfer or Securitization of all or any portion of the Loan. Successor Borrower shall execute an assignment and assumption agreement in form and substance which would be reasonably satisfactory to a prudent lender pursuant to which it shall assume Borrower’s obligations under this Agreement, the Note and the Defeasance Security Agreement. As conditions to such assignment and assumption, Borrower shall (i) deliver to Lender one or more opinions of counsel in form and substance and delivered by counsel which would be reasonably satisfactory to a prudent lender stating, among other things, that such assignment and assumption agreement is enforceable against Borrower and the Successor Borrower in accordance with its terms and that this Agreement, the Note, the Defeasance Security Agreement and the other Loan Documents, as so assigned and assumed, are enforceable against the Successor Borrower in accordance with their respective terms, and opining to such other matters relating to Successor Borrower and its organizational structure as Lender may reasonably require, and (ii) pay all fees, costs and expenses incurred by Lender or its agents and Successor Borrower in connection with such assignment and assumption (including, without limitation, reasonable legal fees and expenses and for the review of the proposed transferee and the preparation of the assignment and assumption agreement and related certificates, documents and instruments and any fees payable to any Rating Agencies and their counsel in connection with the issuance of the confirmation referred to above, and excluding any assumption fee which may otherwise be due pursuant to the other Loan Documents). Upon such assignment and assumption, Borrower shall be relieved of its obligations under this Agreement and the Note, the other Loan Documents and the Defeasance Security Agreement arising from and after the Release Date, except as expressly set forth in the assignment and assumption agreement. (d) neither Following the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer consummation of the GP that the Defeasance Pledge was not made defeasance contemplated by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeatingthis Section 2.7, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer Lender shall have delivered promptly return all Reserve Funds to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the IssuerBorrower by wire transfer.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) Subject to the Issuer Override Agreement, if (i) all Obligations of the Companies secured hereby shall have irrevocably pledged been fully and indefeasibly paid, performed, released or otherwise satisfied or discharged, or (ii) the Override Agreement has expired as provided in Section 1(a) thereof or has been terminated pursuant to Section 1(b) thereof, and, in each case, the Compliance Requirements have been satisfied, the security interests created hereunder shall terminate and the Collateral Agent shall promptly deliver any Collateral then held by it as directed by the Override Agreement, or if the Override Agreement has been terminated, the Companies. Subject to the Bond Trustee for immediately preceding sentence, the benefit of the Bondholders cash or government obligations acceptable Collateral Agent agrees to transmit all Collateral delivered pursuant to this Section 8.05 as directed by the Bond Trustee (Companies at the “Defeasance Pledge”) in Companies’ expense, and, upon written request by the Companies, to execute and endorse such amounts instruments of transfer or release as will be sufficient for the payment of principal and interest on the Outstanding Bonds to Maturity Date;Companies shall reasonably request. (b) The Counterparties hereby irrevocably authorize the Issuer shallCollateral Agent to release any security interest created hereunder on any Collateral that is sold or to be sold as part of or in connection with any sale permitted under the Override Agreement to any Person other than any of the Companies provided that Collateral Agent shall not be required to release such security interest until the Companies certify to Collateral Agent, if required by the Bond Trusteewith a copy to each Counterparty, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain sale or loss for income tax purposes disposition is being made in compliance with the Override Agreement (under US federal or Norwegian tax law, if applicable) as a result of and the Defeasance Pledge and Covenant Defeasance, and will be subject to Collateral Agent may rely conclusively on any such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred;certificate without further inquiry). (c) no Event Upon the release of Default shall have occurred and be continuing on any Collateral in accordance with this Section 8.05, the date of establishment Collateral Agent or the relevant Counterparty, as applicable, will, at the expense of the Defeasance Pledgerelevant Company, execute and deliver to such Company (or insofar such other Person as Events such Company shall request) such documents as such Company shall reasonably request to evidence the release of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuersuch Collateral.

Defeasance. 18.2.1 The Issuer may(a) On any date after the expiration of the Lockout Period, at its option provided no Event of Default has occurred and at any timeis then continuing and subject to the notice requirement described in Section 2.1(d), elect Borrower may from time to have certain obligations discharged (see Clause 18.2.2) upon complying with time obtain the release of one or more of the Properties from the Liens of the Loan Documents by Defeasing either the entire Loan, or a portion of the Loan equal to the sum of the Release Prices of the Properties so released, 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 Properties remaining after the contemplated release and to exclude the interest expense on the aggregate amount Defeased, shall be no less than the DSCR Threshold; and provided further that all sums then due to Lender under the Loan Documents are paid and the following conditions are delivered to Lender: (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 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; (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 “Covenant DefeasanceDefeasance Pledge Agreement”); (aiv) an opinion of counsel for Borrower, in form and substance reasonably satisfactory to Lender and delivered by counsel reasonably satisfactory to Lender, opining (1) that 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) that the Defeasance does not constitute a “significant modification” of the Loan under Section 1001 of the Code or cause a tax to be imposed on the Securitization Vehicle; (v) if the Loan has been securitized, the Rating Condition with respect to such Defeasance shall have been satisfied; | NY\1631294.13 mle ▇▇ ▇▇▇▇ Loan Agreement|| (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 any costs and expenses incurred by Lender in connection with this Section 2.1 (including, without limitation, 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), provided, however, that Borrower shall only be obligated to pay Servicer fees up to (i) $30,000 if the Loan is Defeased in full (without any prior partial Defeasance), (ii) $10,000 if the Loan is Defeased in part for each partial Defeasance, or (iii) if the Loan is Defeased in full after one or more previous partial Defeasances, the greater of (x) $30,000 in the aggregate for all partial and full Defeasances, or (y) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit sum of the Bondholders cash or government obligations acceptable $10,000 multiplied by the Bond Trustee (total number of partial and full defeasances. Lender shall reasonably cooperate with Borrower to avoid the “incurrence of mortgage recording taxes in connection with a Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal at Borrower’s sole cost and interest on the Outstanding Bonds to Maturity Date;expense. (b) If the Issuer shallLoan is not Defeased in full, if required by Borrower shall execute and deliver all documents necessary to amend and restate the Bond Trustee, provide Note with two substitute Notes (which shall be cross-defaulted with each other): one note having a legal opinion reasonably acceptable principal balance equal to the Bond Trustee Defeased portion of the original Note (the “Defeased Note”) and one note having a principal balance equal to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result undefeased portion of the original Note (the “Undefeased Note”). The Undefeased Notes may be the subject of a further Defeasance Pledge and Covenant 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, 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 Borrower shall have occurred cause the Defeased Note to be assumed by a bankruptcy-remote entity established or designated 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”). Such Defeasance Borrower shall have executed and delivered to Lender an assumption agreement in form and substance reasonably satisfactory to Lender, or insofar such Uniform Commercial Code financing statements as Events may be reasonably requested by Lender and legal opinions of Default from bankruptcy or insolvency events counsel reasonably acceptable to Lender that are concerned, at any time in substantially equivalent to the period ending opinions delivered to Lender on the 181st day after Closing Date, including, without limitation, new nonconsolidation opinions reasonably satisfactory to Lender and satisfactory to the date of establishment of Rating Agencies; and Borrower and the Defeasance Pledge;Borrower shall have delivered such other documents, certificates and legal opinions as Lender shall reasonably request. | NY\1631294.13 mle ▇▇ ▇▇▇▇ Loan Agreement|| (d) neither Borrower must give Lender and each Rating Agency at least 30 days’ (and not more than 60 days’) prior written notice of any Defeasance under this Section 2.1, specifying the date on which the Defeasance Pledge nor the Covenant is to occur. If such Defeasance results in is not made within seven days after 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 breach or violation consequence of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer;such rescission. (e) Upon satisfaction of the Issuer requirements contained in this Section 2.1, Lender will execute and deliver to Borrower such instruments, prepared by Borrower and approved by Lender, as shall have delivered be necessary to release the 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 Bond Trustee a certificate signed by extent necessary to avoid the Chief Financial Officer incurrence of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuermortgage 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 (“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 obligations acceptable 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 the Defeasance Expenses. Any funds or property held by the Trustee and interest on not required for payment or redemption of Notes and payment of Defeasance Expenses shall be distributed to the Outstanding Bonds order of the Issuer upon 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 redemption of such Notes as and when required hereunder. (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 Upon defeasance of all of the Defeasance Pledge and Covenant DefeasanceNotes Outstanding, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered pay to the Bond Trustee Servicer, a certificate signed by fee in the Chief Financial Officer amount of 0.25% per annum of the GP that the Defeasance Pledge was not made by the Issuer with the intent aggregate Note Principal Balance of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the IssuerOutstanding Notes.

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: (“Covenant Defeasance”)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; (a2) the Issuer shall have irrevocably pledged remittance to the Bond Trustee for Beneficiary on the benefit related Defeasance Election Date of interest accrued and unpaid on the outstanding principal amount of the Bondholders cash or government obligations acceptable by Note to and including the Bond Trustee 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 Pledge”Deposit") in such amounts as will be sufficient for of U.S. Government Securities (hereinafter defined), which through the scheduled payment of principal and interest on in respect thereof in accordance with their terms will provide, not later than the Outstanding Bonds 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 Maturity Datethe Beneficiary, to pay and discharge the Scheduled Defeasance Payments (hereinafter defined); (b4) the Issuer shalldelivery on or prior to the Defeasance Election Date to the Beneficiary of: (A) a security agreement, if required 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 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 Bond Trustee, provide Beneficiary) in a legal 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) have been satisfied; (D) an opinion reasonably acceptable of counsel for Grantor in form and substance satisfactory to the Bond Trustee Beneficiary to the effect that the Bondholders Beneficiary has a perfected first priority security interest in the Defeasance Deposit; (E) an opinion of counsel for Beneficiary, prepared and delivered by the servicer at Grantor's reasonable expense, stating that any trust formed as a REMIC in connection with any Secondary Market Transaction will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) 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 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 instruments as Beneficiary may reasonably request; (5) the payment by Grantor to Beneficiary of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) incurred or anticipated to be incurred by Beneficiary 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, Beneficiary's determination of whether Grantor has satisfied all of the 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 longer be applicable and the Defeasance Pledge Deposit shall be the sole source of collateral securing the Note. Beneficiary shall apply the Defeasance Deposit and Covenant Defeasancethe 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 Maturity Date (as defined in the Note). Grantor, pursuant to the Defeasance 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 (the "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 will Grantor shall be subject 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 assuming 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;Grantor obligations. (c) no Event of Default As used herein, the term "U.S. Government Securities" shall have occurred and be continuing on the date of establishment mean securities that are direct obligations of the Defeasance Pledge, or insofar as Events United States of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee America for the benefit full and timely payment of the Bondholders, which its full faith and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuercredit is pledged.

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

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

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) If, when the Issuer Bonds or any portion thereof secured hereby shall have irrevocably pledged become due and payable in accordance with their terms or shall have been duly called for redemption or irrevocable written instructions to call such Bonds for redemption shall have been given by the Authority to the Bond Trustee for Trustee, the benefit whole amount of the Bondholders principal and the interest and the premium, if any, so due and payable upon all of such Bonds then outstanding shall be paid or (1) cash or government obligations acceptable (2) Government Obligations which are noncallable by the Bond issuer thereof, the principal of and the interest on which when due, without reinvestment, 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 event the foregoing shall apply to all Bonds secured hereby, the right, title and interest of the Trustee shall thereupon cease, determine and become void. Upon any such termination of the Trustee’s title, on demand of the Outstanding Bonds Authority, the Trustee shall release this Indenture and shall execute such documents to Maturity Date; (b) the Issuer shall, if evidence such release as may be reasonably required by the Bond TrusteeAuthority, provide a legal opinion reasonably acceptable and shall turn over to the Bond Trustee to the effect that the Bondholders will not recognize income, gain Authority 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 officer, board or body as may then be entitled by law to receive the same amount any surplus in the Sinking Fund created by Section 3.02 hereof, and in the same manner Operation Fund created by Section 3.05 hereof and at all balances remaining in any other fund or accounts other than moneys and obligations held for the same times redemption or payment of Bonds. In the event money and/or Government Obligations shall be deposited with and held by the Trustee (or any Paying Agent) as would hereinabove provided, in addition to the requirements set forth in Article IV of this Indenture, the Trustee shall, within thirty (30) days after such obligations have been 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 Pledgedeposited with it, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in cause 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 notice signed by the Chief Financial Officer Trustee to be mailed to the owners of such Bonds setting forth (1) the date designated for the redemption of such Bonds, (2) a description of the GP that the Defeasance Pledge was not made obligations so held by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer.it,

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Bondholders cash or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal and interest on the Outstanding Bonds to Maturity Date; (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) Provided no Event of Default shall have occurred and be continuing remain uncured, Borrower shall have the right at any time after the Defeasance Lockout Release Date and prior to the Open Period Start Date to voluntarily defease the entire Loan and obtain a release of the lien of the Security Instrument by providing Lender with the Total Defeasance Collateral (hereinafter, a “Total Defeasance Event”), subject to the satisfaction of the following conditions precedent: (i) Borrower shall provide Lender not less than sixty (60) days’ notice (or such shorter period of time if permitted by Lender in its sole discretion) but not more than ninety (90) days’ notice specifying a date (the “Total Defeasance Date”) on which the Total Defeasance Event is to occur; (ii) Borrower shall pay to Lender (A) all payments of principal and interest due and payable on the date Loan to and including the Total Defeasance Date; (B) all other sums, if any, then due and payable under the Note, this Agreement, the Security Instrument and the other Loan Documents through and including the Total Defeasance Date (or, if the Total Defeasance Date is not a Monthly Payment Date, the next occurring Monthly Payment Date); (C) all escrow, closing, recording, legal, appraisal, Rating Agency and other fees, costs and expenses paid or incurred by Lender or its agents in connection with the Total Defeasance Event, the release of establishment the lien of Security Instrument on the Property, the review of the proposed Defeasance Collateral and the preparation of the Security Agreement and related documentation; and (D) any revenue, documentary stamp, intangible or other taxes, charges or fees due in connection with the transfer or assumption of the Note by the Successor Borrower and/or the Total Defeasance Event. (iii) Borrower shall deposit (or cause to be deposited) the Total Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of Section 2.8(d) hereof; (iv) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in Collateral Account and the period ending on the 181st day after the date of establishment of the Total Defeasance PledgeCollateral; (dv) Borrower shall deliver to Lender one (1) or more opinions of counsel for Borrower that are standard in commercial defeasance transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that (A) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Total Defeasance Collateral; (B) if a Securitization has occurred (1) neither the REMIC Trust formed pursuant to such Securitization nor any subsequent or prior Securitization of the Loan or any portion thereof or interest therein will fail to maintain its respective status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the IRS Code as a result of a Total Defeasance Pledge Event pursuant to this Section 2.8 and (2) the Total Defeasance Event would neither (I) constitute a “significant modification” of the Loan within the meaning of Treasury Regulation Section 1.860G02(b)(2) nor (II) cause the Covenant Defeasance results in Loan to fail to be a breach or violation “qualified mortgage” within the meaning of any material agreement or instrument binding upon Section 860G(a)(3)(A) of the Issuer, or the certificate of association or partnership agreement governing the IssuerIRS Code; and (C) intentionally omitted; (evi) the Issuer shall have delivered If required pursuant to the Bond Trustee a certificate signed applicable pooling and servicing agreement and/or as may be required by the Chief Financial Officer of applicable Rating Agencies, Borrower shall deliver to Lender a Rating Agency Confirmation as to the GP that the Total 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 othersEvent; (fvii) Borrower shall deliver an Officer’s Certificate certifying that the Issuer requirements set forth in this Section 2.8 have been satisfied; (viii) Borrower shall deliver a certificate of a “big four” or other nationally recognized public accounting firm acceptable to Lender (or from an independent certified public accountant reasonably acceptable to Lender) certifying that the Total Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (ix) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (x) Borrower shall pay all costs and expenses of Lender incurred in connection with the Total Defeasance Event, including, without limitation, Lender’s reasonable attorneys’ fees and expenses and Rating Agency fees and expenses. (b) If Borrower has elected to defease the entire Note and the requirements of this Section 2.8 have delivered been satisfied, the Property shall be released from the lien of the Security Instrument and the Total Defeasance Collateral pledged pursuant to the Bond Trustee any certificate or legal opinion reasonably required regarding Security Agreement shall be the Covenant Defeasance or Defeasance Pledge (including certificate from sole source of collateral securing the Chief Financial Officer Note. In connection with the release of the GP and a legal opinion from its legal counsel lien, Borrower shall submit to Lender, not less than thirty (30) days prior to the effect Total Defeasance Date (or such shorter time as is acceptable to Lender in its sole discretion), a release of lien (and related Loan Documents) for execution by Lender. Such release shall be in a form appropriate in the jurisdiction in which the Property is located and shall contain standard provisions protecting the rights of the releasing lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer’s Certificate certifying that all conditions for Covenant Defeasance have been complied with; and that such documentation (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issueris in compliance with all Applicable Law, and (ii) will affect such release in accordance with the Defeasance Pledge will constitute a validterms of this Agreement. Borrower shall pay all costs, perfected taxes and enforceable security interest in favour expenses associated with the release of the Bond Trustee for the benefit lien of the BondholdersSecurity Instrument, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuerincluding Lender’s reasonable attorneys’ fees.

Defeasance. 18.2.1 The Issuer may(A) TOTAL DEFEASANCE, at its option and (i) Borrowers shall have the right at any time, elect time after the Release Date and prior to have certain obligations discharged the First Open Payment Date to obtain a release of the Lien of the Mortgage encumbering the Properties (see Clause 18.2.2a "Total Defeasance") upon complying with satisfaction of the following conditions (“Covenant Defeasance”);conditions: (a) Borrowers shall provide Lender at least thirty (30) days' prior written notice (or such shorter period of time if permitted by Lender in its sole discretion) specifying a date (the Issuer "Defeasance Date") on which Borrower shall have irrevocably pledged to satisfied the Bond Trustee for conditions in this Section 2.3(A) and on which it shall effect the benefit of the Bondholders cash or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal and interest on the Outstanding Bonds to Maturity DateTotal Defeasance; (b) Borrowers shall pay to Lender (A) all payments of interest due on the Issuer shallLoan to and including the Defeasance Date and (B) all other sums, then due under the Note, this Loan Agreement, the Mortgage and the other Loan Documents; (c) Borrowers shall irrevocably deposit the Total Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of Sections 2.3(C) and (D) hereof; (d) Borrowers shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Total Defeasance Collateral; (e) Borrowers shall deliver to Lender an opinion of counsel for Borrowers that is customary in commercial lending transactions and subject only to normal qualifications, assumptions and exceptions opining, among other things, that (v) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Total Defeasance Collateral, (w) if a Securitization has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a "real estate mortgage investment conduit" within the meaning of Section 860D of the Code as a result of the defeasance pursuant to this Section 2.3(A), (x) a defeasance pursuant to this Section 2.3(A) will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Note as indebtedness for federal income tax purposes, (y) delivery of the Total Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law and (z) if and to the extent required by the Bond TrusteeRating Agencies, provide a legal non-consolidation opinion reasonably acceptable with respect to the Bond Trustee Successor Borrower; (f) In the event Certificates have been issued in connection with the Securitization of the Loan, Borrowers shall deliver to Lender a confirmation in writing from the applicable Rating Agencies 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 applicablerelease of the Properties from the Lien of the Mortgage as contemplated by this Section 2.3(A) as a result and the substitution of the Defeasance Pledge and Covenant DefeasanceCollateral will not result in a downgrading, and will be subject withdrawal or qualification of the respective ratings in effect immediately prior to such income tax on defeasance for the same amount and Certificates issued in connection with the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurredSecuritization which are then outstanding; (cg) no Event of Default Borrowers shall deliver an officer's certificate certifying that the requirements set forth in this Section 2.3(A) have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledgebeen satisfied; (dh) neither the Defeasance Pledge nor the Covenant Defeasance results in Borrowers shall deliver a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association a nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Total Defeasance Collateral will generate monthly amounts equal to or partnership agreement governing greater than the IssuerScheduled Defeasance Payments; (ei) the Issuer Borrowers shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (j) Borrowers shall pay all reasonable costs and expenses of the GP that the Defeasance Pledge was not made by the Issuer Lender incurred in connection with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeatingdefeasance, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP Lender's reasonable attorneys' fees and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; expenses and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected Rating Agency fees and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuerexpenses.

Defeasance. 18.2.1 The Issuer mayPrior to the Anticipated Repayment Date, at its option and the Borrowers may defease the Loan at any time, elect in whole or, from time to have certain obligations discharged (see Clause 18.2.2) upon complying time, in part, as of the last day of an Interest Accrual Period, in accordance with the following conditions (“Covenant Defeasance”);provisions: (aA) the Issuer Lender shall have irrevocably pledged received from the Borrowers not less than thirty (30) days' prior written notice specifying the date proposed for such defeasance and the amount which is to be defeased, which proposed date shall be a Payment Date. (B) The Borrowers shall also pay to Lender all interest due through and including the last day of the Interest Accrual Period applicable to the Bond Trustee for Payment Date on which such defeasance is being made, together with any and all other amounts due and owing pursuant to the benefit terms of the Bondholders cash or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) Loan Documents, including, without limitation, any costs incurred in such amounts as will be sufficient for the payment of principal and interest on the Outstanding Bonds to Maturity Date;connection with a defeasance. (bC) 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 No Event of Default shall have occurred and be continuing on unless, in connection with such defeasance, the date Release of establishment one or more Properties which are the subject of the Defeasance Pledge, or insofar as Events a proposed defeasance will cure such Event of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge;Default. (dD) 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 The Borrowers shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) deliver Federal Obligations sufficient to make the Scheduled Defeasance Pledge will not be subject Payments to any rights of creditors of the Issuer, Lender (ii) deliver to Lender (1) a security agreement, in form and substance reasonably satisfactory to Lender, creating a first priority lien on the Defeasance Pledge will constitute Federal Obligations purchased by Borrowers in accordance with the terms of this Section 11.3 (the "SECURITY AGREEMENT"); (2) deliver to Lender an Officer's Certificate certifying that the requirements set forth in this Section 11.3 have been satisfied; (3) deliver to Lender an opinion of counsel for the Borrowers in form and substance reasonably satisfactory to Lender stating, among other things, that Lender has a valid, first priority perfected and enforceable security interest in favour the Federal Obligations; (4) if only a portion of the Bond Trustee Loan is being defeased, the Borrowers shall execute and deliver all necessary documents to split the Note into two substitute notes, one having a principal balance equal to the defeased portion of the Note (the "DEFEASED NOTE") and one note having a principal balance equal to the undefeased portion of the Note (the "UNDEFEASED NOTE"), the amortization schedule for which notes shall be calculated to fully amortize the respective principal balances of each on a twenty-five (25) year schedule (commencing on the Closing Date) and with a balloon payment on the Defeased Note due on the Anticipated Repayment Date; (5) deliver to Lender a certificate, in form and substance reasonably satisfactory to Lender from an independent certified public accountant confirming that the requirements of this Section 11.3 have been satisfied; and (6) deliver to Lender such other certificates, documents, opinions or instruments as Lender may reasonably request. The Borrowers, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the Federal Obligations shall be made directly to Lender and applied to satisfy the obligations of the Borrowers under the Defeased Note. The Defeased Note and the Undefeased Note shall have identical terms as the Note, except for the benefit principal balance, payment amounts and amortization schedules and with a balloon payment on the Defeased Note due on the Anticipated Repayment Date which shall be appropriately adjusted to reflect the defeasance. A Defeased Note cannot be the subject of a further defeasance. (E) Lender shall have received a Rating Confirmation. (F) If the Borrowers defease the Loan in whole and will continue to own any assets other than the Federal Obligations delivered to Lender, the Borrowers shall establish or designate a special-purpose bankruptcy-remote successor entity reasonably acceptable to Lender (the "SUCCESSOR BORROWERS"), with respect to which a substantive nonconsolidation opinion satisfactory to Lender has been delivered to Lender and the Borrowers shall transfer and assign to the Successor Borrowers all obligations, rights and duties under the Note and the Security Agreement, together with the pledged Federal Obligations. The Successor Borrowers shall assume the obligations of the Bondholders, Borrowers under the Note and the Security Agreement and the Borrowers shall be relieved of its obligations hereunder and thereunder. The Borrowers shall pay Ten and No/100 Dollars (iii$10.00) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the IssuerSuccessor Borrowers as consideration for assuming such Borrowers obligations.

Defeasance. 18.2.1 The Issuer may, at its option (a) If and at when the Obligation or a portion thereof shall be paid and 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 ways: (“Covenant Defeasance”)1) By paying or causing to be paid the principal of and interest with respect to such Obligation, as and when the same become due and payable; (2) By depositing with a Depository Trustee, in trust for such purpose, at or before maturity, money which, together with the amounts then on deposit in the Payment Fund is fully sufficient to pay or cause to be paid such Obligation, including all principal and interest; or (3) By depositing with a Depository Trustee, in trust for such purpose, any Defeasance Obligations which are noncallable in such amount as shall be certified to the City in a report by an independent firm of nationally recognized certified public accountants acceptable to the City, as being fully sufficient, together with the interest to accrue thereon and moneys then on deposit in the Payment Fund together with the interest to accrue thereon, to pay and discharge or cause to be paid and discharged the Obligation (including all principal and interest) at its maturity or redemption date, which deposit may be made in accordance with the provisions of Section 7 of the Purchase Agreement; notwithstanding that the Obligation shall not have been surrendered for payment, all obligations of the Trustee and the City 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 Owner all sums due with respect thereto, and in the event of deposits pursuant to subsections (2) or (3), the Obligation shall continue to represent direct and proportionate interests of the Owner 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 Issuer shall have irrevocably pledged payment to be made to the Bond Trustee for the benefit of the Bondholders cash Owner or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal any other amounts due and interest on payable by the Outstanding Bonds City hereunder or under the Purchase Agreement, shall be paid over to Maturity Date;the City. (bc) the Issuer shallThe Obligation or any portion thereof may be paid and discharged as provided in this Section; provided however, that if required principal represented by the Bond Obligation is to be redeemed, notice of such redemption 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 Obligation or portion thereof is to be redeemed and as to the giving of notice of such redemption; and provided further, that if the Obligation or portion thereof will not be payable within sixty (60) days of the deposit referred to in subsections (2) or (3) of this Section, the Trustee shall give notice of such deposit by Electronic Means to the Owner. (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 provisions for payment of the Obligation is made, the interest payable on any Obligation is thereby made includable in gross income for federal income tax purposes. The Trustee, provide the Depository Trustee, and the City may rely upon a legal opinion reasonably acceptable to the Bond Trustee Special Counsel’s Opinion 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 provisions of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge this subsection will not be subject to any rights of creditors breached by so providing for the payment of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the IssuerObligation.

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

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

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

Defeasance. 18.2.1 The Issuer 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: (“Covenant Defeasance”)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; (a2) the Issuer shall have irrevocably pledged remittance to the Bond Trustee for Beneficiary on the benefit related Defeasance Election Date of interest accrued and unpaid on the outstanding principal amount of the Bondholders cash or government obligations acceptable by Note to and including the Bond Trustee 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 Pledge”Deposit") in such amounts as will be sufficient for of U.S. Government Securities (hereinafter defined), which through the scheduled payment of principal and interest on in respect thereof in accordance with their terms will provide, not later than the Outstanding Bonds 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 Maturity Datethe Beneficiary, to pay and discharge the Scheduled Defeasance Payments (hereinafter defined); (b4) the Issuer shalldelivery on or prior to the Defeasance Election Date to the Beneficiary of: (A) a security agreement, if required 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 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 Bond Trustee, provide Beneficiary) in a legal 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) have been satisfied; (D) an opinion reasonably acceptable of counsel for Grantor in form and substance satisfactory to the Bond Trustee Beneficiary to the effect that the Bondholders Beneficiary has a perfected first priority security interest in the Defeasance Deposit; (E) an opinion of counsel for Beneficiary, prepared and delivered by the servicer at Grantor's reasonable expense, stating that any trust formed as a REMIC in connection with any Secondary Market Transaction will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) 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 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 instruments as Beneficiary may reasonably request; (5) the payment by Grantor to Beneficiary of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) incurred or anticipated to be incurred by Beneficiary 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, 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 completed relative to the Olympia Property and pursuant to the terms of the 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 longer be applicable and the Defeasance Pledge Deposit shall be the sole source of collateral securing the Note. Beneficiary shall apply the Defeasance Deposit and Covenant Defeasancethe 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 Maturity Date (as defined in the Note). Grantor, pursuant to the Defeasance 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 (the "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 will Grantor shall be subject 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 assuming 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;Grantor obligations. (c) no Event of Default As used herein, the term "U.S. Government Securities" shall have occurred and be continuing on the date of establishment mean securities that are direct obligations of the Defeasance Pledge, or insofar as Events United States of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee America for the benefit full and timely payment of the Bondholders, which its full faith and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuercredit 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 (“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 obligations acceptable 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 and interest on in such amounts and at such times as will provide sufficient moneys without reinvestment to make such payment; provided that the Outstanding Bonds to Maturity Date; (b) the Issuer shall, if required by the Trustee shall have received an opinion of Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee Counsel to the effect that the Bondholders such deposit will not recognize income, gain or loss affect the exclusion of the interest on any of the Bonds from the gross income of the recipients thereof for federal income tax purposes (under US federal 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 Credit Facility Trustee, such Governmental Obligations shall have been on deposit with the Trustee in a separate and segregated account for a period of three hundred sixty-six (366) days during and prior to which no Event of Bankruptcy has occurred or Norwegian tax lawwhich Governmental Obligations were purchased with Available Moneys; and provided further, if applicable) 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 withdrawn or reduced as a the 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;a deposit under this subsection. (c) no Event No Bonds in respect of Default which a deposit under subsection (b) above has been made shall have occurred and be continuing on deemed paid within the date meaning of establishment of this Article unless the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge;Trustee is satisfied that the (d) neither Anything in Article 14 to the Defeasance Pledge nor contrary notwithstanding, if moneys or Governmental Obligations have been deposited or set aside with the Covenant Defeasance results in a breach Trustee pursuant to this Article for the payment of the principal or violation redemption price, including purchase price if applicable, of any material agreement the Bonds and the interest thereon and such moneys or instrument binding upon Governmental Obligations do not constitute Available Moneys, no amendment to the Issuer, or provisions of this Article shall be made without the certificate consent of association or partnership agreement governing the Issuer;owner of each of the Bonds affected thereby. (e) Notwithstanding the Issuer shall have delivered foregoing, those provisions relating to the purchase of Bonds upon the demand of any Bondholders, the maturity of Bonds, interest payments and dates thereof, and the dates, premiums and notice requirements for optional and mandatory redemption or purchase and the Trustee's remedies with respect thereto, and provisions relating to exchange, transfer and registration of Bonds, replacement of mutilated, destroyed, lost or stolen Bonds, the safekeeping and cancellation of Bonds, non-presentment of Bonds, the holding of moneys in trust and repayments to the Company or the Credit Facility Issuer from the Bond Trustee a certificate signed by Fund and the Chief Financial Officer duties of the GP that the Defeasance Pledge was not made by the Issuer Trustee in connection with the intent of preferring the Bondholders over any other creditors all of the Issuer or with foregoing and the intent of defeatingfees, hindering, delaying or defrauding any other creditors expenses and indemnities of the Issuer or others; (f) Trustee and the Issuer Credit Facility Trustee, shall have delivered to remain in effect and shall be binding upon the Bond Trustee any certificate or legal opinion reasonably required regarding Trustee, the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of Credit Facility Trustee, the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected Company and enforceable security interest in favour the Bondholders notwithstanding the release and discharge of the Bond Trustee for the benefit lien of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuerthis Indenture.

Defeasance. 18.2.1 The Issuer may, at its Company shall have the right and option and at any time, elect time to have certain obligations discharged (see Clause 18.2.2) upon complying defease either or both series of the Notes in whole but not in part through the deposit with the following 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, 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 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 (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 obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for their expressed maturities, which through the payment of principal and interest in respect thereof in accordance with their terms, without any reinvestment or further investment of the principal of or interest earned on such 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 Maturity Datesufficiently 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 payment of principal and/or interest is due; (b) no Default or Event of Default shall have occurred and be continuing on each of the Issuer shalldate of the final deposit, if required and after giving effect thereto, and on the Defeasance Date; (c) the Company shall have delivered to the Defeasance Trustee and to the holders of the Notes then being defeased written confirmation by the Bond Trusteeauditors 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, provide a legal opinion reasonably acceptable together with any U.S. Dollars deposited by the Company, are sufficient to satisfy the requirements of the preceding paragraph (a); (d) the Company shall have delivered to the Bond Defeasance Trustee and the holders of the Notes an opinion of counsel dated as of the Defeasance 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 Bondholders 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 Defeasance Trustee thereunder in trust solely for the benefit of the holders of the Notes then being defeased and will not be subject to any valid interest, lien, claim or encumbrance of any other Person, including the Company or any Person claiming by, through, under or in the name or on behalf of the Company or any creditor or shareholder of the Company, or by any court or trustee in bankruptcy, (ii) neither the final deposit nor any other deposit will constitute a preferential transfer or a fraudulent conveyance under any bankruptcy or other similar law and (iii) the holders of the Notes then being defeased will not recognize income, gain or loss for United States Federal or Canadian income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the such deposit and Defeasance Pledge and Covenant Defeasance, and will be subject to such United States Federal or Canadian income tax on the same amount and in the same manner and at the same times 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 Pledge had not occurred; (c) no Event Trustee and to the holders of Default at least 66-2/3% in aggregate principal amount of outstanding Notes then being defeased and the opinions described above shall have occurred take into account and be continuing on give effect to the date of establishment covenant of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time holders set forth in the period ending on the 181st day after the date final paragraph of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer;this Section 2.9; and (e) the Issuer Company shall have delivered to the Bond Defeasance Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect an Officers’ Certificate stating that all conditions precedent herein provided for Covenant 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 that with respect to the Notes from the sums on deposit described in paragraph (ia) above and all amounts payable by the Company under this Agreement, the holders of the Notes hereby agree to direct the Defeasance Pledge will not be subject Trustee to remit any rights of creditors of the Issuer, (ii) funds remaining on deposit with the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour Trustee after all applications of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the such funds and assets so pledged will not be subject have been made pursuant to this Section 2.9 to the effects Company so long as no Default or Event of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established Default has occurred and the corporate domicile of the Issueris 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 (“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 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 in Section 12.04(c), payments in respect of principal of and interest on such Investor Certificates when such payments. are due; (ii) the Transferor's obligations with respect to such Certificates under Sections 6.04 and 6.05; (iii) the rights, powers, trusts, duties and immunities of the Trustee, the Paying Agent and the Transfer Agent and Registrar hereunder; and (iv) this Section 12.04. (b) Subject to Section 12.04(c), the Transferor at its option may cause Collections allocated to the Defeased Series and available to acquire additional Receivables to be applied to acquire Eligible Investments rather than additional Receivables. (c) The following shall be the conditions to Defeasance under Section 12.04(a): (i) the Transferor irrevocably shall have irrevocably pledged deposited or caused to be deposited with the Trustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Bond Trustee Trustee, as trust funds in trust for making the benefit of payments described below, (A) Dollars in an amount, or (B) Eligible Investments which through the Bondholders cash or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount, 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 Outstanding Bonds to Maturity Date; (b) dates scheduled for such payments in this Agreement and the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable applicable Supplements and all amounts owing to the Bond Trustee Series Enhancers with respect to the effect that 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 Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer Transferor shall have delivered to the Bond Trustee a certificate signed by Tax Opinion with respect to such deposit and termination of obligations and an Opinion of Counsel to the Chief Financial Officer effect that such deposit and termination of obligations will not result in the Trust being required to register as an "investment company" within the meaning of the 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; Investment Company Act; (fiii) the Issuer Transferor shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding and each Series Enhancer entitled thereto pursuant to the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer relevant Supplement an Officer's Certificate of the GP 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 legal opinion Pay Out Event or any event that, with the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Series; and (iv) the Transferor shall have received written notice from its legal counsel each Rating Agency that such deposit and termination of obligations will not have a Ratings Effect and shall have delivered copies of each such written notice to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established Servicer and the corporate domicile of the IssuerTrustee.

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

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

Defeasance. 18.2.1 The Issuer may(a) On any date after the expiration of the Lockout Period, at its option provided no Event of Default is then continuing and at 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 G▇▇▇▇▇▇ 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 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 timeactual 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, elect there shall be not fewer than four (4) Properties continuing to have certain obligations discharged (see Clause 18.2.2) upon complying with secure the Loan; and provided further that all sums then due to Lender under the Loan Documents are paid and the following conditions 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 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 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; (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 “Covenant DefeasanceDefeasance Pledge Agreement”); (aiv) an opinion of counsel for Borrower, in form and substance reasonably satisfactory to Lender and delivered by counsel reasonably satisfactory to Lender, opining (1) that the Issuer shall have irrevocably pledged 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; (2) that the Defeasance does not constitute a “significant modification” of the 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 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; G▇▇▇▇▇▇ S▇▇▇▇ Commercial Mortgage Capital, L.P. Loan Agreement Life Time Fitness Portfolio (viii) reimbursement for any costs and expenses incurred by Lender in connection with this Section 2.1 (including Rating Agency and Servicer fees and expenses, reasonable fees and expenses of legal counsel and any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection herewith); (ix) an amendment to the Bond Trustee for LTF CO Lease deleting the benefit Property to be released from the Liens of the Bondholders cash or government obligations acceptable Loan Documents from the premises demised to LTF CO under the 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 Bond Trustee (the “Defeasance Pledge”) incurrence of mortgage recording taxes in such amounts as will be sufficient for the payment of principal and interest on the Outstanding Bonds to Maturity Date;connection with a Defeasance. (b) If the Issuer shallLoan is not Defeased in full, if required by Borrower shall execute and deliver all documents necessary to amend and restate the Bond Trustee, provide Note with two substitute Notes (which shall be cross-defaulted with each other): one note having a legal opinion reasonably acceptable principal balance equal to the Bond Trustee Defeased portion of the original Note (the “Defeased Note”) and one note having a principal balance equal to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result undefeased portion of the original Note (the “Undefeased Note”). The Undefeased Notes may be the subject of a further Defeasance Pledge and Covenant 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, 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 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 have occurred and be continuing on the date of establishment transfer all of the Defeasance PledgeCollateral (a “Defeasance Borrower”), or insofar 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 Events may be reasonably requested by Lender and legal opinions of Default from bankruptcy or insolvency events counsel reasonably acceptable to Lender which are concerned, at any time in substantially equivalent to the period ending opinions delivered to Lender on the 181st day after Closing Date, including new nonconsolidation opinions reasonably satisfactory to Lender and satisfactory to the date of establishment of Rating Agencies; and Borrower and the Defeasance Pledge;Borrower shall have delivered such other documents, certificates and legal opinions as Lender shall reasonably request. (d) neither 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 Pledge nor to a third party, unless the Covenant Loan is Defeased in full and assumed by a Defeasance results Borrower in a breach or violation accordance with Section 2.1(c), in which event Borrower shall be completely released and relieved of any material agreement or instrument binding upon all of its obligations under the Issuer, or Loan Documents except those obligations which by their terms survive the certificate repayment of association or partnership agreement governing 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 Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that date on which the Defeasance Pledge was 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 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 defeatingsuch rescission. G▇▇▇▇▇▇ Sachs Commercial Mortgage Capital, hindering, delaying or defrauding any other creditors of the Issuer or others;L.P. Loan Agreement Life Time Fitness Portfolio (f) 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 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 Bond Trustee any certificate or legal opinion reasonably required regarding extent necessary to avoid the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer incurrence of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuermortgage recording taxes.

Defeasance. 18.2.1 The Issuer mayAny Outstanding Bonds of any Series shall, at its option and at any timeprior to the maturity or redemption date thereof, elect be deemed to have certain obligations discharged (see Clause 18.2.2) upon complying been paid within the meaning and with the following conditions (“Covenant Defeasance”); effect expressed in Section 8.01 if (a) in case any of such Bonds are to be redeemed on any date prior to their maturity, the Issuer shall have irrevocably pledged given to the Bond Trustee for in form satisfactory to it a Letter of Instructions containing irrevocable instructions to give notice of redemption of such Bonds on said date as provided in Article IV hereof, (b) there shall have been deposited with the benefit Trustee, in trust, either money in an amount which shall be sufficient, or Defeasance Investment Securities the principal of and interest on which without any reinvestment thereof 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 opinion of an independent certified public accountant, to pay when due the principal or government obligations acceptable by Redemption Price of, and interest due and to become due on, such Bonds 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 such amounts Bonds are not to be redeemed within the next succeeding 60 days, the Issuer shall have given the Trustee in form satisfactory to it a Letter of Instructions containing irrevocable instructions to mail, as will soon as practicable, notice to the Owners of all such Bonds that the deposit required by (b) above has been made with the Trustee or an escrow agent and that such 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 made available for the payment of the principal or Redemption Price of and interest on the Outstanding Bonds to Maturity Date; such Bonds, (bd) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable there shall be delivered to the Trustee evidence that the Bonds so defeased will be rated in the highest long-term rating category by a Rating Agency; and (e) there shall be delivered to the Trustee a written opinion of Bond Trustee Counsel to the effect that the Bondholders provisions of this Section 8.02 have been complied with and such defeasance will not recognize income, gain or loss adversely affect the exclusion of the interest on the Bonds from gross income for federal income tax purposes (under US federal purposes. Neither Defeasance Investment Securities nor money deposited with the Trustee or Norwegian tax lawan escrow agent pursuant to this Section nor principal or interest payments on any such Defeasance Investment Securities shall be withdrawn or used for any purpose other than, if applicable) as a result and shall be held in trust for, the payment of the principal or Redemption Price of and interest on said Bonds; provided that any cash received from such principal or interest payment on such Defeasance Pledge and Covenant DefeasanceInvestment Securities, and (i) to the extent such cash will not 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, required at any time for such purpose, shall be paid over to the Issuer as received, free and clear of any trust, lien, security interest, pledge or assignment securing such Bonds or otherwise existing under this Indenture, if all Bonds have been redeemed or discharged, otherwise such cash shall be deposited as Revenues, and (ii) to the extent such cash will be required for such purpose at a later date, shall, to the extent practicable, be reinvested in the period ending Defeasance Investment Securities maturing at times and in amounts sufficient to pay when due the principal or Redemption Price of and interest to become due on such Bonds, on or prior to such Redemption Date or maturity date thereof, as the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon case may be, and interest earned from such reinvestment shall be paid over to the Issuer, as received, free and clear of any trust, lien or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeatingpledge, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that if all conditions for Covenant Defeasance Bonds have been complied with; and that (i) the Defeasance Pledge will not redeemed or discharged, otherwise such cash shall be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuerdeposited as Revenues.

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

Defeasance. 18.2.1 The Issuer may, at its option and at (a) If HRTAC shall pay or provide for the payment of the entire indebtedness on particular Bonds in any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with one or more of the following conditions ways: (“Covenant Defeasance”)1) by paying or causing to be paid the principal of and premium, if any, and interest on such Bonds, as and when the same shall become due and payable; (a2) the Issuer shall have irrevocably pledged by delivering such Bonds to the Bond Trustee for cancellation; or (3) by depositing with the benefit of Trustee (or an escrow agent acceptable to the Bondholders Trustee), in trust, cash and/or Defeasance Obligations in such amount as will, together with the income or government obligations acceptable by the Bond Trustee increment to accrue on such Defeasance Obligations (the “Defeasance PledgeAmount”), be fully sufficient to pay or redeem (when redeemable) in and discharge the indebtedness on such amounts Bonds at or before their respective maturity dates, without consideration of any reinvestment of the Defeasance Amount, as will be sufficient a Verification Agent shall verify to the Trustee’s satisfaction; (4) and if HRTAC shall also pay or provide for the payment of principal and interest on all other sums payable hereunder by HRTAC with respect to such Bonds, and, if such Bonds are to be redeemed before their maturity, notice of such redemption shall have been given as provided in Article IV of this Master Indenture (or the Outstanding corresponding provisions of the Related Series Supplements) or provisions satisfactory to the Trustee shall have been made for the giving of such notice, such Bonds shall cease to Maturity Date;be entitled to any lien, benefit or security under this Master Indenture except as provided in subsection (d) below. (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable 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, HRTAC may at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered surrender to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholderscancellation any Bonds previously authenticated and delivered that HRTAC may have acquired in any manner whatsoever, and (iii) after the 181st day following the establishment of the Defeasance Pledgesuch Bonds, the funds upon such surrender and assets so pledged will not cancellation, shall be subject deemed to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established be paid and the corporate domicile of the Issuerretired as provided in this Section.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) When the principal or redemption price (as the case may be) of, and interest on, all 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 obligations acceptable by 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 which such moneys or obligations are being held and interest on shall mail copies of all such notices to all owners of Notes for the Outstanding Bonds payment of which such moneys or obligations are being held at their registered addresses and to Maturity Date; (b) the Issuer shallRating Service, if required the Notes are then rated by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred;Rating Service. (c) no Event of Default shall Anything in Article XIV to the contrary notwithstanding, if moneys or Governmental Obligations have occurred and be continuing on been deposited or set aside with the date of establishment Trustee pursuant to this Article for the payment of the Defeasance Pledgeprincipal, purchase price or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment redemption price of the Defeasance Pledge; (d) neither Notes and the Defeasance Pledge nor interest thereon and the Covenant Defeasance results principal or redemption price of such Notes and the interest thereon shall not have in a breach fact been actually paid in full, no amendment to the provisions of this Article shall be made without the consent of the owner of each of the Notes affected thereby. Notwithstanding the foregoing, those provisions relating to the purchase of Notes, the 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 violation stolen Notes, the safekeeping and cancellation of any material agreement or instrument 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 binding upon the IssuerTrustee, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to and the Bond Trustee a certificate signed by Noteholders notwithstanding the Chief Financial Officer release and discharge of the GP 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; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer.Page Intentionally Left Blank]

Defeasance. 18.2.1 The Issuer Purchaser acknowledges that Seller shall defease its existing financing secured by the Property. Purchaser agrees to cooperate with Seller in undertaking such defeasance, at no cost or expense to Purchaser. Purchaser shall use commercially reasonable efforts to have its lender cooperate with Seller to effectuate the defeasance closing process (including having its lender fund the new loan proceeds into escrow with the Escrow Agent no later than 2:00 PM (New York time) on a date which is no later than one (1) Business Day prior to the recording of the documents). If Seller is unable to defease its existing financing on or before October 14, 2014 and Purchaser has complied with its obligations under this Agreement, Purchaser may terminate this Agreement in which event the ▇▇▇▇▇▇▇ money less the Non Refundable Amount shall be returned to Purchaser and Seller shall pay Purchaser’s third party expenses as provided in and as limited by Section 10.2. So long as a party is not in default hereunder, if any condition to such party's obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date (or such earlier date as is provided herein), such party may, at in its option and at any timesole discretion, terminate this Agreement by delivering written notice to the other party on or before the Closing Date (or such earlier date as is provided herein), or elect to close (or to permit any such earlier termination deadline to pass) notwithstanding the non-satisfaction of such condition, in which event such party shall be deemed to have certain obligations discharged waived any such condition. In the event the party benefiting from the condition elects to close (see Clause 18.2.2) upon complying with or to permit any such earlier termination deadline to pass), notwithstanding the following conditions (“Covenant Defeasance”); (a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit non-satisfaction of the Bondholders cash or government obligations acceptable by condition, said party shall be deemed to have waived the Bond Trustee (the “Defeasance Pledge”) in such amounts as will condition, and there shall be sufficient for the payment of principal and interest no liability on the Outstanding Bonds part of any other party hereto for breaches of representations and warranties of which the party electing to Maturity Date; (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and close had knowledge at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the IssuerClosing.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) the Issuer shall have irrevocably pledged to When there are in the Bond Trustee for Fund and/or the benefit of the Bondholders cash Credit Facility Fund sufficient funds, or government obligations acceptable 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 the Purchase Price) as will provide, without reinvestment, sufficient funds to pay the Purchase Price or principal of, premium, if any, and interest on the Outstanding Bonds in full as and when such amounts become due, and when all the rights hereunder of the Issuer (including the right to Maturity Date; receive payments under Paragraphs 308(b)(i) and (ii)), the Bank and of the Trustee have been provided for (1) the Bondowners will cease to be entitled to any right, benefit or security under this Agreement except the right to receive payment of the funds deposited and held for payment and other rights set forth below or which rights by their nature cannot be satisfied prior to or simultaneously with termination of the lien hereof, (2) the security interests created by this Agreement (except in such funds and investments) shall terminate, except to the extent that Borrower has reimbursement obligations to Bank under the Credit Facility and (3) the Issuer 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 Credit Facility, all such funds and obligations in the Bond Fund and/or Credit Facility Fund shall be Eligible Funds; (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable any such Bonds are to be redeemed prior to the Bond Trustee maturity thereof, such Bonds shall have been duly called for redemption or irrevocable written instructions for such a call shall have been given 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 Trustee; 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 if the Bonds bear interest at the Weekly Rate, the Trustee shall have occurred received written confirmation from S&P, if S&P is then rating the Bonds, that the proposed defeasance will not in and be continuing of itself cause a reduction or withdrawal of the rating then in effect on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance PledgeBonds. Upon such defeasance, the funds and assets so pledged will investments required to pay or redeem the Bonds in full shall be irrevocably set aside for that purpose. The Trustee shall cause to be mailed to all Bondowners in the manner herein specified for redemption of Bonds within fifteen (15) days of the conditions of this section being met a notice stating that such conditions have been met and that the lien of this Agreement has been discharged, and, if the Bonds are to be redeemed prior to maturity, specifying the date of redemption and the redemption price. Any funds or property held by the Trustee for payment of the Bonds under this section and not required for such payment shall (unless there is an Event of Default hereunder, in which case they shall be applied as provided in Section 604), after satisfaction of all the rights of the Issuer and the Trustee, and payment of the rebate, if any, due to the United States under IRC Section 148(f), and upon such indemnification, if any, as the Issuer or the Trustee may reasonably require, be distributed to the Borrower subject to Bank's security interest. If Bonds are not presented for final payment when due and moneys are available in the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws hands of the jurisdiction where Trustee therefor, the Defeasance Pledge was established Trustee shall, without liability for interest thereon, continue to hold the moneys held for that purpose subject to Subsection 304(c), and interest shall cease to accrue on the principal amount represented thereby. When there are in the Bond Fund and/or Credit Facility 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 Bonds in full as and when such amounts become due and the corporate domicile other conditions in the preceding paragraph have been met with respect to such Bonds, the particular Bonds (or portions thereof) for which such provision for payment shall have been considered made shall be selected by lot by the Trustee (or, if the Bonds are in the Book-Entry Only System, in such manner as DTC shall determine) and thereupon the Trustee and the Issuer 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 thereof), subject however to compliance with the applicable conditions set forth above. Notwithstanding the foregoing, those provisions relating to the 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 Trustee in connection with all of the foregoing and the fees, expenses and indemnities of the Trustee and the Issuer and any obligation of the Borrower to make rebate payments to the United States, shall remain in full force and effect and shall be binding upon the Trustee, the Issuer, the Borrower and the Bondowners notwithstanding the release and discharge of this Agreement until the Bonds have been actually paid in full.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); (a) When the 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 obligations acceptable 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 and interest on the Outstanding Bonds to Maturity Date; (b) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result duty of the Defeasance Pledge and Covenant DefeasanceAgent to hold such funds, 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 Pledgewithout liability for interest thereon, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the BondholdersHolder, who shall thereafter be restricted exclusively to such funds for any claim of 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 principal or Redemption Price of and interest on the Bonds and remaining unclaimed in accordance with applicable law shall be paid to the State. Thereafter, the Holder shall look only to the State for payment and then only to the extent of the amount so received without any interest thereon, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject Agent shall have no responsibility with respect to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuersuch moneys.

Defeasance. 18.2.1 The Issuer may(i) Notwithstanding any provisions of this Section 2.4 to the contrary, including, without limitation, subsection (a) of this Section 2.4, at its option and at any time, elect time other than prior to have certain obligations discharged (see Clause 18.2.2) upon complying with the following conditions (“Covenant Defeasance”); expiration of the earlier of (a) the Issuer shall have irrevocably pledged to the Bond Trustee for the benefit of the Bondholders cash REMIC Prohibition Period or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal and interest on the Outstanding Bonds to Maturity Date; (b) thirty-six (36) months after the Issuer shallClosing Date, if required by Borrower may cause the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result release of the Defeasance Pledge Property from the lien of the Mortgage and Covenant Defeasance, and will be subject to such income tax on the same amount and in other Loan Documents upon the same manner and at satisfaction of the same times as would have been the case if the Defeasance Pledge had not occurred;following conditions: (cA) no Event of Default shall exist under any of the Loan Documents; (B) not less than forty-five (45) (but not more than ninety (90)) days prior written notice shall be given to Lender specifying a date on which the Defeasance Collateral (as hereinafter defined) is to be delivered (the “Release Date”), such date being on a Scheduled Payment Date; provided, however, that Borrower shall have occurred the right (i) to cancel such notice by providing Lender with notice of cancellation ten (10) days prior to the scheduled Release Date, or (ii) to extend the scheduled Release Date until the next Scheduled Payment Date; provided that in each case, Borrower shall pay all of Lender’s costs and be continuing on expenses incurred as a result of such cancellation or extension; (C) all accrued and unpaid interest and all other sums due under the date of establishment Note, this Agreement and under the other Loan Documents up to the Release Date, including, without limitation, all fees, costs and expenses incurred by Lender and its agents in connection with such release (including, without limitation, reasonable legal fees and expenses for the review and preparation of the Defeasance PledgeSecurity Agreement (as hereinafter defined) and of the other materials described in Section 2.4(b)(i)(D) below and any related documentation, and any servicing fees, Rating Agency fees or other costs related to such release), shall be paid in full on or prior to the Release Date; (D) Borrower shall deliver to Lender on or prior to the Release Date: (1) a pledge and security agreement, in form and substance satisfactory to a prudent institutional lender, creating a first priority security interest in favor of Lender in the Defeasance Collateral, as defined herein (the “Defeasance Security Agreement”), which shall provide, among other things, that any excess amounts received by Lender from the Defeasance Collateral over the amounts payable by Borrower on a given Scheduled Payment Date, which excess amounts are not required to cover all or any portion of amounts payable on a future Scheduled Payment Date, shall be refunded to Borrower promptly after each such Scheduled Payment Date; (2) (i) direct non-callable obligations of, or insofar guaranteed as Events to timely payment by, the United States of Default from bankruptcy America or insolvency events other obligations which are concerned“government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, at any time or (ii) to the extent acceptable by the applicable Rating Agencies rating the Securities, other non-callable government securities satisfying applicable REMIC provisions (e.g., §§ 860A-860G of Subchapter M of the Code), that provide for payments prior and as close as possible to (but in no event later than) all successive Scheduled Payment Dates occurring after the period ending Release Date, with each such payment being equal to or greater than the amount of the corresponding Monthly Payment Amount required to be paid under this Agreement and the Note (including all amounts due on the 181st day after Maturity Date) for the date balance of establishment the term hereof (the “Defeasance Collateral”), each of which shall be duly endorsed by the holder thereof as directed by Lender or accompanied by a written instrument of transfer in form and substance satisfactory to a prudent institutional lender (including, without limitation, such certificates, documents and instruments as may be required by the depository institution holding such securities or the issuer thereof, as the case may be, to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to perfect upon the delivery of the Defeasance PledgeSecurity Agreement the first priority security interest therein in favor of Lender in conformity with all applicable state and federal laws governing granting of such security interests; (d3) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing Borrower certifying that all of the Issuerrequirements set forth in this Section 2.4(b)(i) have been satisfied; (e4) the Issuer shall have delivered one or more opinions of counsel for Borrower that are customary in commercial lending transactions and subject only to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any customary qualifications, assumptions and exceptions opining, among other creditors of the Issuer or with the intent of defeatingthings, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) Lender has a perfected security interest in the Defeasance Pledge will not be subject to any rights of creditors of Collateral and that the IssuerDefeasance Security Agreement is enforceable against Borrower in accordance with its terms, (ii) in the event of a bankruptcy proceeding or similar occurrence with respect to Borrower, none of the Defeasance Pledge Collateral nor any proceeds thereof will constitute a valid, perfected be property of Borrower’s estate under Section 541 of the U.S. Bankruptcy Code or any similar statute and enforceable the grant of security interest in favour therein to Lender shall not constitute an avoidable preference under Section 547 of the Bond Trustee for U.S. Bankruptcy Code or applicable state law, (iii) the benefit release of the Bondholderslien of the Mortgage and the pledge of Defeasance Collateral will not directly or indirectly result in or cause any REMIC Trust that then holds the Note to fail to maintain its status as a REMIC Trust and (iv) the defeasance will not cause any REMIC Trust to be an “investment company” under the Investment Company Act of 1940; (5) a certificate in form and scope acceptable to a prudent institutional lender from an Acceptable Accountant certifying that the Defeasance Collateral will generate amounts sufficient to make all payments of principal and interest as and when due under the Note (including the scheduled outstanding principal balance of the Loan due on the Maturity Date); and (6) such other certificates, documents and instruments as a prudent institutional lender may reasonably require; and (E) in the event the Loan is held by a REMIC Trust, Lender has received written confirmation from any Rating Agency rating any Securities that substitution of the Defeasance Collateral will not result in a downgrade, withdrawal, or qualification of the ratings then assigned to any of the Securities. (ii) Upon compliance with the requirements of Section 2.4(b)(i), the Property shall be released from the lien of the Mortgage and the other Loan Documents, and the Defeasance Collateral shall constitute sole collateral which shall secure the Note and all other obligations under the Loan Documents. Lender will, at Borrower’s expense, execute and deliver any agreements reasonably requested by Borrower to release the lien of the Mortgage and the other Loan Documents from the Property. (iii) Upon the release of the Property in accordance with this Section 2.4(b), Borrower shall assign all its obligations and rights under the Note, together with the pledged Defeasance Collateral, to a successor entity designated and approved by Lender in its sole and absolute discretion (“Successor Borrower”). Successor Borrower shall execute an assignment and assumption agreement in form and substance satisfactory to a prudent institutional lender pursuant to which it shall assume Borrower’s obligations under the Note and the Defeasance Security Agreement. As conditions to such assignment and assumption, Borrower shall (A) deliver to Lender one or more opinions of counsel that are customary in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that such assignment and assumption agreement is enforceable against Borrower and the Successor Borrower in accordance with its terms and that the Note and the Defeasance Security Agreement, as so assigned and assumed, are enforceable against the Successor Borrower in accordance with their respective terms, and opining to such other matters relating to Successor Borrower and its organizational structure as Lender may reasonably require, and (iiiB) after pay all fees, costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including, without limitation, reasonable legal fees and expenses and for the 181st day following the establishment review of the proposed transferee and the preparation of the assignment and assumption agreement and related certificates, documents and instruments and any fees payable to any Rating Agencies and their counsel in connection with the issuance of the confirmation referred to in subsection (b)(i)(E) above). Upon such assignment and assumption, Borrower shall be relieved of its obligations hereunder, under the Note, under the other Loan Documents and under the Defeasance PledgeSecurity Agreement, except as expressly set forth in the funds assignment and assets so pledged will not be subject assumption agreement. (iv) In no event shall Lender have any obligation to notify Borrower that a REMIC Prohibition Period is in effect with respect to the effects Loan, except that Lender shall notify Borrower if any REMIC Prohibition Period is in effect with respect to the Loan after receiving any notice described in Section 2.4(b)(i)(B); provided, however, that the failure of Lender to so notify Borrower shall not impose any applicable bankruptcy, insolvency, reorganization liability on Lender or similar laws affecting creditors rights generally under grant Borrower any right to defease the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the IssuerLoan during any such REMIC Prohibition Period.

Defeasance. 18.2.1 The Issuer may(a) On any date after the expiration of the Lockout Period, at its option provided no Event of Default is then continuing and at any timesubject to the notice requirement described in Section 2.1(c), elect Borrower may obtain the release of the Collateral (other than the Defeasance Collateral) from the Liens of the Loan Documents upon the payment to have certain obligations discharged (see Clause 18.2.2) upon complying with Lender of all sums then due under the Loan Documents and the delivery of the following conditions to Lender: (“Covenant Defeasance”i) Defeasance Collateral sufficient to provide payments on or prior to, and in any event as close as possible to, all successive Payment Dates prior to the commencement of the Prepayment Period in an amount sufficient to make all payments of interest and principal due hereunder and to pay in full the then outstanding Principal Indebtedness on the first Payment Date in the Prepayment Period; (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"); (aiv) an opinion of counsel for Borrower, in form and substance reasonably satisfactory to Lender and delivered by counsel reasonably satisfactory to Lender, opining (1) that the Issuer Defeasance Pledge Agreement has been duly authorized and is enforceable against Borrower in accordance with its terms and that Lender has a perfected first priority security interest in such Defeasance Collateral; and (2) that the Defeasance does not constitute a "significant modification" of the Loan under Section 1001 of the Code or cause a tax to be imposed on the Securitization Vehicle; (v) if the Loan has been securitized, the Rating Condition with respect to such Defeasance shall have irrevocably pledged been satisfied; (vi) instruments reasonably satisfactory to the Bond Trustee for the benefit of the Bondholders cash Lender releasing and discharging or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the payment of principal and interest assigning to a third party Lender's Liens on the Outstanding Bonds Collateral (other than the Defeasance Collateral); (vii) such other customary certificates, opinions, documents or instruments as Lender and the Rating Agencies may reasonably request; and (viii) reimbursement for any costs and expenses incurred by Lender in connection with this Section 2.1 (including Rating Agency and Servicer fees and expenses, reasonable fees and expenses of legal counsel and any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection herewith). Lender shall reasonably cooperate with Borrower to Maturity Date;avoid the incurrence of mortgage recording taxes in connection with a Defeasance at Borrower's sole cost and expense. (b) At the Issuer shalltime of Defeasance, if required the Loan shall be assumed by a bankruptcy-remote entity established or designated by Borrower in accordance with Lender's reasonable requirements and subject to Lender's reasonable approval, to which Borrower shall transfer all of the Bond TrusteeDefeasance Collateral (a "Defeasance Borrower"), provide a 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 opinion opinions of counsel reasonably acceptable to the Bond Trustee Lender which are substantially equivalent to the effect that opinions delivered to Lender on the Bondholders will not recognize incomeClosing Date, gain or loss for income tax purposes (including new nonconsolidation opinions reasonably satisfactory to Lender and satisfactory to the Rating Agencies, and Borrower and the Defeasance Borrower shall have delivered such other documents, certificates and legal opinions as Lender shall reasonably request, in which event Borrower shall be completely released and relieved of all of its obligations under US federal or Norwegian tax law, if applicable) as a result the Loan Documents except those obligations which by their terms survive the repayment 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;Loan. (c) no Event Borrower must give Lender and each Rating Agency at least 30 days' (and not more than 60 days') prior written notice of Default shall have occurred and be continuing on any Defeasance under this Section 2.1, specifying the date of establishment of on which the Defeasance Pledgeis to occur. If such Defeasance is not made on such date (x) Borrower's notice of Defeasance will be deemed rescinded, or insofar and (y) Borrower shall on such date pay to Lender all reasonable losses, costs and expenses suffered by Lender as Events a consequence of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge;such rescission. (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer Upon satisfaction of the GP that 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 Defeasance Pledge was not made by Property from the Issuer with the intent of preferring the Bondholders over any other creditors Liens of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the IssuerLoan Documents.

Defeasance. 18.2.1 The Issuer may, at its option and at any time, elect to have certain obligations discharged (see Clause 18.2.2) upon complying with On the date that the following conditions shall have been satisfied: (“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 obligations acceptable 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 and such amount) all remaining scheduled interest payments on the Outstanding Bonds to Maturity Date; Class A Securities on the dates scheduled for such payments in the Agreement; (bii) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer Transferor shall have delivered to the Bond Trustee a certificate signed by and the Chief Financial Officer Insurer (a) an Opinion of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel Counsel to the effect that 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 of an officer of the Transferor stating that the Transferor reasonably believes that such deposit will not cause a Pay Out Event or any event that, with the giving of notice or the 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 conditions for Covenant Defeasance amounts due and payable to the Insurer pursuant to the Insurance Agreement have been complied with; 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 Trustee in the Receivables and, except as set forth in clause (i) above, other Trust Property (a "Defeasance"), the Defeasance Pledge percentages applicable to the allocation to the Series 2004-1 Securityholders of Principal Collections, Finance Charge Collections and Defaulted Receivables will not be subject reduced to any rights of creditors of zero, and the IssuerClass B Invested Amount will be reduced to zero. If, however, the conditions specified in clauses (i), (ii) the Defeasance Pledge will constitute a valid), perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after and (iv) above are satisfied but the 181st day following condition specified in clause (v) above is not satisfied, then the establishment Class A Securities will no longer be entitled to the security interest of the Defeasance PledgeTrustee in the Receivables and, except as set forth in clause (i) above, other Trust Property, the funds and assets so pledged will not be subject percentages applicable to the effects allocation to the Class A Securityholders of any applicable bankruptcyPrincipal Collections, insolvencyFinance Change Collections and Defaulted Receivables will be reduced to zero, 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 IssuerPrincipal Collections, Finance Change Collections and Defaulted Receivables will be unchanged.

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

Defeasance. 18.2.1 The Issuer 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 (“Covenant Defeasance”); (a) effect expressed in Section 1301 when the Issuer whole amount of the principal of, premium, if any, and 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 obligations acceptable by holder, the Bond Trustee principal of and the interest on which when due and without any reinvestment thereof, will provide moneys which shall be sufficient to pay when due the principal of, and interest due and to become due on said Bond; (the “Defeasance Pledge”iii) in the event the Maturity Date of said Bond will not occur or said Bond is not to be redeemed within the next succeeding 60 days, the Borrower shall have given the Trustee irrevocable instructions to give notice, as soon as practicable in the same manner as a notice of redemption is given pursuant to Section 302, to the Holder of said Bond or portion thereof, stating that the deposit of such amounts as will Moneys or 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 of and interest on the Outstanding Bonds to Maturity Date; said Bond; (biv) the Issuer shallTrustee shall have received an opinion of counsel, if required by the Bond Trusteewhich counsel is experienced in bankruptcy matters, provide a legal opinion reasonably acceptable satisfactory to the Bond Trustee and the Authority, to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result payment to the Bondholder of the Defeasance Pledge and Covenant Defeasance, and will moneys described in clause (ii) of this paragraph would not constitute a transfer which may be subject to such income tax on avoided under any provision of the same amount and Federal Bankruptcy Code in the same manner event of an Act of Bankruptcy; and at (v) the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default Trustee shall have occurred and be continuing on received an opinion of counsel experienced in tax matters under the date of establishment of the Defeasance PledgeCode, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered reasonably satisfactory to the Bond Trustee a certificate signed by and the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeatingAuthority, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that, assuming, if necessary, that all conditions for Covenant Defeasance have been complied with; the Borrower will continue to comply with the covenants contained in Section 5.10 (a) and that (ib) the Defeasance Pledge will not be subject to any rights of creditors of the IssuerLoan Agreement, the deposit described in clause (ii) of this paragraph and the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour payments to be made to the Bondholders therefrom would not adversely affect the treatment of the Bond Trustee for interest received by the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally Bondholders 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 (“Covenant Defeasance”); (a) If the Issuer Corporation shall pay or cause to be paid to the Registered Owners of the Notes, the principal or Redemption Price and interest to become due thereon at the times and in the manner stipulated in the Notes and in this Indenture, and pay or cause to be paid (i) to each Indenture Agent its fees, costs and expenses, (ii) to each Credit Facility Provider and each Liquidity Facility Provider all amounts owing under each Credit Facility, each Liquidity Facility and each Reimbursement Agreement relating thereto, (iii) to each Surety Provider all amounts owing under the agreement relating its Debt Service Reserve Policy, (iv) to each Remarketing Agent all amounts owing under each remarketing agreement and (v) to each party to any Interest Rate Exchange Agreement all amounts owing to it, then the pledge of the Trust Estate, including any Revenues, Recoveries of Principal and other moneys, securities, funds and property hereby pledged and all other rights granted hereby shall be discharged and satisfied. In such event, the Trustee shall, upon the request of the Corporation, execute and deliver to the Corporation all such instruments as may be desirable to evidence such discharge and satisfaction and the Indenture Agents shall pay over or deliver to the Corporation all moneys or securities held by them pursuant to this Indenture which are not required for the payment of Notes not theretofore surrendered for such payment. (b) Except as otherwise provided in any Supplemental Indenture, all Notes shall, prior to the maturity or Redemption Date thereof, be deemed to have been paid and no longer Outstanding if (i) in case any of said Notes are to be redeemed on any date prior to their maturity, the Corporation shall have irrevocably pledged given to the Bond Trustee in form satisfactory to it irrevocable instructions to mail as provided in Article VI hereof notice of redemption on said date, (ii) there shall have been deposited with the Trustee either moneys (which shall be Eligible Funds to the extent any Liquidity Facility or Credit Facility other than a bond insurance policy is in effect for such Notes) in an amount which shall be sufficient, or noncallable and nonprepayable Governmental Obligations (including any Governmental Obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America) (which Governmental Obligations shall have been purchased with Eligible Funds to the extent any Liquidity Facility or Credit Facility other than a bond insurance policy is in effect for such Notes) the principal of and the interest on which when due, without reinvestment, will provide moneys which together with the moneys, if any, deposited with the Trustee at the same time, shall be sufficient to pay when due the principal of and interest to become due on such Notes on and prior to the Redemption Date or maturity date thereof, as the case may be, verified as to sufficiency by a report of an Accountant, and (iii) in the event said Notes are not by their terms subject to redemption within the next succeeding 60 days, the Corporation shall have given the Trustee in form satisfactory to it irrevocable instructions to mail, as soon as practicable, a notice to the Registered Owners of such Notes that the deposit required by clause (ii) above has been made with the Trustee and that said Notes are deemed to have been paid in accordance with this Section and stating such maturity or Redemption Date upon which moneys are to be available for the payment of the principal or Redemption Price, if any, on said Notes. In the event the Notes are Adjustable Rate Notes, for periods in which the interest rate has not been determined, a rate equal to the maximum rate such Notes may bear shall be assumed. Neither Governmental Obligations or moneys deposited with the Trustee pursuant to this Section nor principal or interest payments on any such Governmental Obligations shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal of or Redemption Price, if any, and interest on said Notes; but any cash received from such principal or interest payments on such Governmental Obligations deposited with the Trustee, if not then needed for such purpose, shall, to the extent practicable, be reinvested in Governmental Obligations maturing at times and in amounts sufficient to pay when due the principal or Redemption Price, if any, and interest to become due on said Notes on and prior to such maturity date thereof, as the case may be, and interest earned from such reinvestments shall, as contemplated by a report of an Accountant verifying continued sufficiency, be paid over to the Corporation, as received by the Trustee, free and clear of any trust, lien or pledge; provided, however, that such reinvestment may be effected only upon receipt by the Trustee of an approving Opinion of Counsel. The Trustee shall deposit the moneys to be set aside for payment of the Redemption Price of the Notes hereunder in a separate redemption account or pursuant to a separate escrow agreement, if the Corporation so designates, and shall use the money for the purpose of reimbursing each Credit Facility Provider for a drawing on its Credit Facility. The Trustee shall not terminate the Credit Facility or release the money in the redemption account until the Notes have been redeemed in full with either a drawing on the Credit Facility or the moneys in the redemption account. (c) The deposit required by paragraph (b) above may be made with respect to any Series of Notes, or a portion thereof, within any particular maturity, in which case such maturity of Notes shall no longer be deemed to be Outstanding under the terms of this Indenture, and the Registered Owners of such defeased Notes shall be secured only by such trust funds and not by any other part of the Trust Estate, and this Indenture shall remain in full force and effect to protect the interests of the Registered Owners of Notes remaining Outstanding thereafter. Notwithstanding the foregoing and paragraph (b) above and the definition of "Registered Owner," the provisions of this Indenture relating to optional purchases with respect to Adjustable Rate Notes and to payment, registration, transfer and redemption of Notes shall remain in effect until final maturity or the Redemption Date of the Notes. (d) In addition to the foregoing provisions of this Section, Notes or interest installments for the payment of which moneys shall have been set aside and shall be held in trust by the Indenture Agents (through deposit by the Corporation of funds for such payment or otherwise) shall, upon maturity or upon the Redemption Date established therefor, be deemed to have been paid and no longer Outstanding. Should any of the Notes not be presented for payment when due, the Trustee shall retain from any moneys transferred to it for the purpose of paying said Notes so due, for the benefit of the Bondholders cash or government obligations acceptable Registered Owners thereof, a sum of money sufficient to pay such Notes when the same are presented by the Bond Registered Owners thereof for payment (upon which sum the Trustee (shall not be required to pay interest). All liability of the “Defeasance Pledge”) in Corporation to the Registered Owners of such Notes and all rights of such Registered Owners against the Corporation under the Notes or under the Indenture shall thereupon be and become limited to amounts on deposit with the Trustee and set aside for such payment, and the sole right of such Registered Owners shall thereafter be against such deposit. The Trustee shall bear no duty or liability to the Registered Owners of such nonpresented Notes other than to disburse funds from such deposit upon presentation of the appropriate Note. If any Note shall not be presented for payment within the period of six years following its maturity, the Trustee shall, to the extent permitted by law, turn over the money theretofore held by it for payment of such Note to the Corporation, provided, however, that such amounts as will shall not be sufficient for so transferred until at least one year after the payment final maturity date of principal and interest on the Outstanding Bonds to Maturity Date;Notes of the related Series. (be) the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable to the Bond Trustee to the effect that the Bondholders will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) as a result of the Defeasance Pledge From and Covenant Defeasance, and will be subject to such income tax on the same amount and in the same manner and at the same times as would have been the case if the Defeasance Pledge had not occurred; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment payment in full of all Notes Outstanding, the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer Corporation shall have delivered the right to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer receive payments with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered respect to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the IssuerFinanced Student Loans.

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

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

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

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

Defeasance. 18.2.1 The Issuer may(1) At any time that any series of Debt Securities is outstanding (the “Specified Series”), the Indenture Trustee will, at the written request and expense of the Partnership, execute and deliver to the Partnership such deeds and other instruments as are necessary to release the Partnership, subject to this Article 7, from of its option obligations under this Indenture and at any timethe Series Supplement relating to the Specified Series, elect other than the Surviving Provisions (which shall survive until otherwise terminated or discharged hereunder), subject to have certain obligations discharged (see Clause 18.2.2) upon complying with the satisfaction of the following conditions (“Covenant Defeasance”);conditions: (a) the Issuer Partnership shall have irrevocably pledged delivered to the Bond Indenture Trustee for evidence to the benefit reasonable satisfaction of the Bondholders cash Indenture Trustee that the Partnership has (i) deposited sufficient funds for payment of all principal, Premium (if any), interest and other amounts due or government obligations acceptable by to become due on the Bond Trustee Specified Series, (the “Defeasance Pledge”ii) in such amounts as will be deposited sufficient funds or made provision for the payment of principal all expenses of the Indenture Trustee to carry out its duties under this Indenture, and interest on (iii) deposited sufficient funds for the Outstanding Bonds payment of taxes for which the Indenture Trustee is or may be liable or otherwise arising or payable by the Partnership with respect to Maturity Dateall deposited funds or other provision for payment, in each case irrevocably pursuant to the terms of (y) a trust agreement in form and substance satisfactory to the Partnership and the Indenture Trustee, or (z) other arrangements in compliance with Section 7.5(3); (b) the Issuer shall, if required by Partnership shall have delivered to the Bond Trustee, provide a legal Indenture Trustee an opinion reasonably of Counsel acceptable to the Bond Indenture Trustee to the effect that the Bondholders holders of the Specified Series will not recognize income, gain or loss for income tax purposes (under US federal or Norwegian tax law, if applicable) be subject to any taxes as a result of the Defeasance Pledge exercise by the Partnership of this defeasance option and Covenant Defeasance, and that the holders of the Specified Series will be subject to such taxes, including those in respect of income tax on (including taxable capital gain) in the same amount and amount, in the same manner and at the same time or times as would have been the case if the Defeasance Pledge Partnership had not occurredexercised its option to defease the Specified Series; (c) no Event of Default shall have has occurred and be is 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 deposit referred to in the period ending on the 181st day after the date of establishment of the Defeasance PledgeSection 7.5(1)(a); (d) neither the Defeasance Pledge nor making of the Covenant Defeasance results deposits referred to in Section 7.5(1)(a) does not result in a breach or violation of of, or constitute a default under, any material agreement or instrument binding upon to which the Issuer, Partnership is a party or by which the certificate of association or partnership agreement governing the IssuerPartnership is bound; (e) the Issuer Partnership shall have delivered to the Bond Indenture Trustee a certificate signed by Certificate stating that to the Chief Financial Officer best of the GP that belief of the Defeasance Pledge officer signing such Certificate, the deposit referred to in Section 7.5(1)(a) was not made by the Issuer Partnership with the intent of (i) preferring the Bondholders holders of the Specified Series over any the other creditors of the Issuer or Partnership with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer Partnership or others;others or (ii) completing a “transfer at under value” as defined under the Bankruptcy and Insolvency Act (Canada); and (f) the Issuer Partnership shall have delivered to the Bond Indenture Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect Certificate stating that all conditions precedent provided for Covenant Defeasance or relating to the defeasance have been complied with; and that . (i2) The Partnership will be deemed to have made due provision for the Defeasance Pledge will not depositing of sufficient funds if it deposited or caused to be subject to any rights deposited Payout Securities with the Indenture Trustee under the terms of creditors of the Issueran irrevocable trust agreement, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee solely for the benefit of the Bondholdersholders of a Specified Series stated therein, except for funds deposited in satisfaction of Sections 7.1(1)(a)(ii) and 7.1(1)(a)(iii), which shall be for the benefit of the Indenture Trustee. “Payout Securities” means (i) cash in Canadian dollars or (ii) securities denominated in Canadian dollars constituting direct obligations of Canada or an agency or instrumentality of Canada that are not subject to prepayment, redemption or call at the option of the issuer thereof, or (iii) after the 181st day following the establishment any combination of the Defeasance Pledgeforegoing, in each case which will be sufficient, in the funds opinion of a firm of independent chartered professional accountants or a major Canadian investment dealer acting reasonably and assets so pledged will not be subject acceptable to the effects Indenture Trustee, to provide for payment in full of any applicable bankruptcyall principal, insolvencyPremium (if any), reorganization interest and other amounts due or similar laws affecting creditors rights generally under to become due on the laws of Specified Series in accordance with the jurisdiction where the Defeasance Pledge was established terms thereof and the corporate domicile of the Issuerall other sums payable pursuant to Section 7.5(1)(a).

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

Defeasance. 18.2.1 Notwithstanding anything to the contrary in this Agreement or any Supplement: The Issuer may, Seller may at its option be discharged from its obligations hereunder with respect to any Series or all outstanding Series (the "Defeased Series") on the date the applicable conditions set forth in subsection 12.04(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 in subsection 12.04(c), payments in respect of principal of and interest on such Investor Certificates when such payments are due; (ii) the Sellers' obligations with respect to such 92 Certificates under Sections 6.04 and 6.05; (iii) the rights, powers, trusts, duties, and immunities of the Trustee, the Paying Agent and the Registrar hereunder; and (iv) this Section 12.04. Subject to subsection 12.04(c), the Sellers at any time, elect their option may cause Collections allocated to the Defeased Series and available to purchase additional Receivables to be applied to purchase Eligible Investments rather than additional Receivables. The following shall be the conditions to Defeasance under subsection 12.04(a): the Sellers irrevocably shall have certain obligations discharged (see Clause 18.2.2) upon complying deposited or caused to be deposited with the following conditions Trustee (“Covenant Defeasance”such deposit to be made from other than the Sellers' or any Affiliate of the Sellers' funds); (a) , under the Issuer shall have irrevocably pledged terms of an irrevocable trust agreement in form and substance satisfactory to the Bond Trustee Trustee, as trust funds in trust for making the benefit of payments described below, (A) Dollars in an amount, or (B) Eligible Investments which through the Bondholders cash or government obligations acceptable by the Bond Trustee (the “Defeasance Pledge”) in such amounts as will be sufficient for the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount, or (C) a combination thereof, in each case sufficient to pay and discharge (without relying on income or gain from reinvestment of such amount), 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 Outstanding Bonds to Maturity Date; (b) dates scheduled for such payments in this Agreement and the Issuer shall, if required by the Bond Trustee, provide a legal opinion reasonably acceptable applicable Supplements and all amounts owing to the Bond Trustee Series Enhancers with respect 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 occurredDefeased Series; (c) no Event of Default shall have occurred and be continuing on the date of establishment of the Defeasance Pledge, or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 181st day after the date of establishment of the Defeasance Pledge; (d) neither the Defeasance Pledge nor the Covenant Defeasance results in a breach or violation of any material agreement or instrument binding upon the Issuer, or the certificate of association or partnership agreement governing the Issuer; (e) the Issuer shall have delivered to the Bond Trustee a certificate signed by the Chief Financial Officer of the GP that the Defeasance Pledge was not made by the Issuer with the intent of preferring the Bondholders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others; (f) the Issuer shall have delivered to the Bond Trustee any certificate or legal opinion reasonably required regarding the Covenant Defeasance or Defeasance Pledge (including certificate from the Chief Financial Officer of the GP and a legal opinion from its legal counsel to the effect that all conditions for Covenant Defeasance have been complied with; and that (i) the Defeasance Pledge will not be subject to any rights of creditors of the Issuer, (ii) the Defeasance Pledge will constitute a valid, perfected and enforceable security interest in favour of the Bond Trustee for the benefit of the Bondholders, and (iii) after the 181st day following the establishment of the Defeasance Pledge, the funds and assets so pledged will not be subject to the effects of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally under the laws of the jurisdiction where the Defeasance Pledge was established and the corporate domicile of the Issuer.