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ARTICLE VII
<br /> DISCHARGE OF LIEN
<br /> SECTION 7.1. Discharge of Lien. If the Issuer or the Company shall pay or cause to
<br /> be paid, or there shall otherwise be paid or provision for payment made, to the Bondholders of the
<br /> Bonds, the principal of, premium, if any, and interest due or to become due thereon at the times
<br /> and in the manner stipulated therein, and if there has occurred no Event of Default by the Issuer
<br /> with respect to any of the other covenants and promises in the Bonds and in this Indenture
<br /> expressed as to be kept, performed and observed by it or on its part, and if the Issuer shall pay or
<br /> cause to be paid to the Trustee all sums of money due or to become due according to the provisions
<br /> hereof, then these presents and the estate and rights hereby granted shall cease, determine and be
<br /> void, whereupon the Trustee shall cancel and discharge the lien of this Indenture, and execute and
<br /> deliver to the Issuer such instruments in writing as shall be reasonably required by the Issuer to
<br /> release the lien hereof, and reconvey, release, assign and deliver unto the Company or the School,
<br /> as applicable,any and all of the estate,right,title and interest in and to any and all rights or property
<br /> conveyed, assigned or pledged to the Trustee or otherwise subject to the lien of this Indenture, and
<br /> except cash or Permitted Investments (including Governmental Obligations) held by the Trustee
<br /> for the payment of the principal of, premium, if any, and interest on the Bonds.
<br /> Any Bond shall be deemed to be paid within the meaning of this Article VII and for all
<br /> purposes of this Indenture when (a) payment of the principal of and premium, if any, on such
<br /> Bond,plus interest thereon to the due date thereof(whether such due date is by reason of maturity
<br /> or upon earlier redemption as provided herein) either (i) shall have been made or caused to be
<br /> made in accordance with the terms thereof, or (ii) shall have been provided by irrevocably
<br /> depositing with the Trustee or another commercial bank with trust powers (the "Escrow Agent"),
<br /> in trust and irrevocably set aside exclusively for such payment, (1)money sufficient to make such
<br /> payment and/or(2)noncallable Governmental Obligations,maturing as to principal and interest in
<br /> such amount and at such time as will ensure the availability of sufficient money to make such
<br /> payment, and (b) all necessary and proper fees, compensation and expenses of the Trustee
<br /> pertaining to the Bonds with respect to which such deposit is made shall have been paid or the
<br /> payment thereof provided for to the satisfaction of the Trustee. In addition, in the case of an
<br /> advance refunding (the payment of a prior bond issue more than ninety(90) days in advance of its
<br /> first call date) of Tax-Exempt Bonds or in the event that the funding method described in
<br /> subsection (a)(ii)(2) above is employed, the Company shall provide to the Trustee copies of(A) a
<br /> report by a nationally recognized verification agent which may be an Independent Accountant
<br /> selected by the Company that the money and securities held in the escrow account, together with
<br /> investment earnings(but without considering any reinvestment of such earnings),will be sufficient
<br /> to pay, as the same become due upon maturity or earlier redemption, all principal of, premium, if
<br /> any, and interest on the Bonds which have not then previously been paid, and (B) an opinion of
<br /> Bond Counsel to the effect that establishment of the escrow account and the scheduled investments
<br /> of money therein will not adversely affect the exclusion of interest on the related series of Tax-
<br /> Exempt Bonds from gross income for federal income tax purposes and that the Bonds have been
<br /> defeased in accordance with this Indenture. Such report and opinion shall include the Trustee as
<br /> addressees, or the Trustee shall be provided letters stating that the Trustee can rely on such report
<br /> and opinion as if they were addressed to the Trustee. At such times as a Bond shall be deemed to
<br /> be paid hereunder, as aforesaid, such Bond shall no longer be secured by or entitled to the benefits
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<br /> 735810810
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