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ARTICLE VIII. <br /> DEFEASANCE <br /> Section 8.1. Defeasance. If provision shall have been made for the satisfaction and <br /> discharge of the Indenture as provided therein, then and in that case this Financing Agreement <br /> shall thereupon cease, terminate and become void; and this Financing Agreement, and the <br /> covenants of the Developer contained herein, shall be discharged and the Issuer and the Trustee <br /> in such case on demand of the Developer and at its cost and expense, shall execute and deliver to <br /> the Developer a proper instrument or proper instruments acknowledging the satisfaction and <br /> termination of this Financing Agreement. <br /> (End of Article VIII) <br /> - 18 - <br /> 1\11853148.2 <br />