University of Virginia Library

RESOLUTION AUTHORIZING THE ISSUANCE OF STUDENT APARTMENT BUILDINGS REVENUE BONDS

Mr. Montague made a motion, seconded by Mr. Lewis, that the following resolution be adopted

WHEREAS, by Article 2, Chapter 9, Title 23, Code of Virginia, 1950, as amended, the Board of
Visitors of the University of Virginia is declared to be a corporation under the style of the
Rector and Visitors of the University of Virginia (hereinafter sometimes called the "Board"), and
is vested with the supervision, management and control of the University of Virginia at Charlottesville,
Virginia, and

WHEREAS, by Chapter 3, Title 23, Code of Virginia, 1950, as amended (hereinafter sometimes
called the "Act"), the University of Virginia, an institution under the name and style of The
Rector and Visitors of the University of Virginia, at Charlottesville (hereinafter sometimes called
the "Institution"), is classified as an educational institution, is declared to be a public body
and is constituted a governmental instrumentality for the dissemination of education, and

WHEREAS, by virtue of the Act the Board, with the consent and approval of the Governor of the
State of Virginia, is authorized and empowered

(a) to build, construct, reconstruct, erect, extend, better, equip and improve any building or
improvement involving an outlay of a capital nature which may be required by or convenient for the
purposes of the Institution, including, without limitation of the foregoing, administration,
teaching, lecture and exhibition halls, dormitories, dining halls, laundries, hospitals, infirmaries
and all necessary lands,

(b) to borrow money and make, issue and sell bonds of the Institution for any of such purposes,
such bonds to be issued and sold through the Treasury Board of the State of Virginia (hereinafter
sometimes called the "Treasury Board") and to be payable solely from the revenues and receipts
derived directly or indirectly from the project for which bonds are issued and pledged for their
payment, and

(c) to fix and revise from time to time and to charge and collect fees, rents and charges for
or in connection with the use, occupation or services of each project for which bonds are issued,
and

WHEREAS, in order to alleviate the shortage of married student housing facilities at the
Institution, the Board has heretofore determined to construct fourteen apartment buildings to house
married students (said apartment buildings to house approximately 120 married students and their
families and being hereinafter sometimes collectively called the "Project"), and

WHEREAS, the Board has estimated that the Project will be completed and placed in operation in
time for the fall semester of 1963, and

WHEREAS, for the purpose of paying the cost of the Project, the Board has determined to issue
student apartment buildings revenue bonds of the Institution in the aggregate principal amount of
One Million Two Hundred Thousand Dollars ($1,200,000), the proceeds of such amount of bonds being
estimated to be sufficient to pay the cost of the Project, now, therefore,

BE IT RESOLVED by the Rector and Visitors of the University of Virginia

ARTICLE I.

Definitions.

Section 101. In addition to words and terms elsewhere defined in this resolution, the following
words and terms as used in this resolution shall have the following meanings, unless some other
meaning is plainly intended

The term "fiscal year" shall mean the period commencing on the first day of July and ending on
the last day of June of the following year.

Section 102. Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders. Unless the context shall otherwise indicate, the words
"bond", "coupon", "owner", "holder" and "person" shall include the plural as well as the singular
number, the word "person" shall include corporations and associations, including public bodies, as
well as natural persons, and the word "holder" or "bondholder" when used herein with respect to
bonds issued hereunder shall mean the holder of bonds at the time issued and outstanding hereunder

ARTICLE II.

Authorization, Form, Execution and Delivery of Bonds

Section 201. For the purpose of paying the cost of the Project, there shall be issued student
apartment buildings revenue bonds of the Institution in the aggregate principal amount of One Million
Two Hundred Thousand Dollars ($1,200,000). The bonds shall be designated "The Rector and Visitors
of the University of Virginia Student Apartment Buildings Revenue Bonds (Series 1962)", shall consist
of 240 bonds of the denomination of $5,000 each, numbered 1 to 240, inclusive, shall be dated as of
the 1st day of October, 1962, shall be stated to mature (without right of prior redemption), in
numerical order, lowest numbers first, on the 1st day of October in the following years and in the
following amounts, respectively

                                                 

Year of Maturity	Principal Amount
1964	$30,000
1965	35,000
1966	35,000
1967	35,000
1968	40,000
1969	40,000
1970	40,000
1971	40,000
1972	45,000
1973	45,000
1974	45,000
1975	50,000
1976	$50,000
1977	50,000
1978	55,000
1979	55,000
1980	55,000
1981	60,000
1982	60,000
1983	65,000
1984	65,000
1985	75,000
1986	70,000
1987	70,000

and shall bear interest from their date until their payment at a rate or rates not exceeding six
per centum (6%) per annum as shall hereafter be determined by the Board and by the Treasury Board,
such interest to the respective maturities of the bonds being payable semi-annually on the 1st days
of April and October in each year. Both the principal of and the interest on the bonds shall be
payable at the office of the State Treasurer in the City of Richmond, Virginia, in any coin or
currency of the United States of America which, on the respective dates of payment thereof, is
legal tender for the payment of public and private debts

Section 202. The bonds shall bear the facsimile signature of the Rector of the University of
Virginia and shall be signed by the Comptroller of the University of Virginia and by the State
Treasurer of the State of Virginia and shall be countersigned by the Comptroller of the State of
Virginia, and the official seal of The Rector and Visitors of the University of Virginia shall be
impressed on the bonds. The interest coupons to be attached thereto shall be executed with the
facsimile signatures of the Rector of the University of Virginia, the State Treasurer of the State
of Virginia and the Comptroller of the State of Virginia. The bonds and coupons shall be, respectively,
in substantially the following forms

(Form of Bonds)

No

$5,000

United States of America
State of Virginia

THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA

STUDENT APARTMENT BUILDINGS REVENUE BOND (SERIES 1962)

The Rector and Visitors of the University of Virginia, for value received, hereby promises to
pay, solely from the special fund provided therefor as hereinafter set forth, to the bearer on the
1st day of October, 19  , upon the presentation and surrender hereof, the principal sum of      

FIVE THOUSAND DOLLARS

and to pay, solely from said special fund, interest thereon from the date hereof at the rate of
.................................. per centum (...................%) per annum until payment of
such principal sum, such interest to the maturity hereof being payable semi-annually on the 1st
days of April and October in each year upon the presentation and surrender of the attached coupons
representing such interest as the same respectively become due. Both the principal of and the
interest on this bond are payable at the office of the State Treasurer in the City of Richmond,
Virginia, in any coin or currency of the United States of America which, on the respective dates
of payment thereof, is legal tender for the payment of public and private debts

This bond shall not be deemed to constitute a debt of the State of Virginia or a pledge of
the faith and credit of the State, but shall be payable as to both principal and interest solely
from the special fund provided therefor as hereinafter set forth

This bond is one of a duly authorized issue of $1,200,000 student apartment buildings revenue
bonds (hereinafter called the "bonds"), known as "The Rector and Visitors of the University of
Virginia Student Apartment Buildings Revenue Bonds (Series 1962)", consisting of bonds maturing in
annual instalments on the 1st day of October, in the years 1964 to 1987, inclusive, and issued for
the purpose of paying the cost of constructing fourteen apartment buildings to house married
students at the University of Virginia, Charlottesville, Virginia (said fourteen apartment buildings
being herein collectively called the "Project"). The proceeds of the bonds are estimated to
be sufficient to pay the cost of the Project

All of the bonds are issued under and pursuant to a resolution (herein called the "Resolution")
duly adopted by the Rector and Visitors of the University of Virginia (herein sometimes
called the "Board") on September 29, 1962. Reference is hereby made to the Resolution for the
provisions, among others, with respect to the custody and application of the proceeds of the bonds,
the collection and disposition of revenues, the fund charged with and pledged to the payment of
the interest on and the principal of the bonds, the nature and extent of the security, the rights,
duties and obligations of the Board and the rights of the holders of the bonds, and, by the
acceptance of this bond, the holder hereof assents to all of the provisions of the Resolution

This bond is issued and the Resolution was adopted under and pursuant to the Constitution and
laws of the State of Virginia, particularly Chapter 3, Title 23, Code of Virginia, 1950, as
amended. The Resolution provides for the fixing, revising, charging and collecting by the Board
of fees, rents and charges for or in connection with the use, occupation or services of the Project
in order that such fees, rents and charges will be sufficient to provide funds to pay the cost of
maintaining, repairing and operating the Project and to pay the principal of and the interest on
the bonds as the same shall become due and payable. The Resolution also provides for the deposit
of a sufficient amount of such fees, rents and charges over and above such cost of maintenance,
repair and operation, to the credit of a special fund designated "The Rector and Visitors of the
University of Virginia Student Apartment Buildings Revenue Bonds (Series 1962) Interest and
Sinking Fund", to pay the principal of and the interest on the bonds as the same shall become due
and payable, and said special fund is pledged to and charged with the payment of such principal
and interest

As declared by said Chapter 3, this bond shall be fully negotiable within the meaning and for
all the purposes of Chapter 10, Title 6, Code of Virginia, 1950, as amended

All acts, conditions and things required by the Constitution and laws of the State of Virginia
and the rules and regulations of the Board to happen, exist and be performed precedent to and in the
issuance of this bond have happened, exist and have been performed as so required

IN WITNESS WHEREOF, The Rector and Visitors of the University of Virginia have caused this
bond to be issued in its name, to bear the facsimile signature of the Rector of the University of
Virginia, to be signed by the Comptroller of said University and by the State Treasurer and to be
countersigned by the Comptroller of the State of Virginia, the official seal of The Rector and

and Visitors of the University of Virginia to be impressed hereon, and the attached interest
coupons to be executed with the facsimile signatures of said Rector, State Treasurer and Comptroller
of the State of Virginia, all as of the 1st day of October, 1962.

...............................
Comptroller of the
University of Virginia

...............................
State Treasurer of the
State of Virginia

....................................
Rector of the
University of Virginia

....................................
Comptroller of the
State of Virginia

(Form of Coupons)

No. ........

$................

On ........................... 1, 19..,

The Rector and Visitors of the University of Virginia will pay to bearer at the office of the
State Treasurer in the City of Richmond, Virginia, upon presentation and surrender hereof, the sum
of .................................. Dollars in any coin or currency of the United States of
America which at the time of payment is legal tender for the payment of public and private debts,
solely from the special fund referred to in, and for the semi-annual interest then due upon, its
Student Apartment Buildings Revenue Bond (Series 1962), dated as of October 1, 1962, No. ......... .

..............................
Rector of the
University of Virginia

..............................
State Treasurer of the
State of Virginia

..............................
Comptroller of the
State of Virginia

Section 203. The proceeds (including accrued interest) of the bonds shall be paid into the
State Treasury and deposited to the credit of the special fund hereinafter created and designated
"The Rector and Visitors of the University of Virginia Student Apartment Buildings Revenue Bonds
(Series 1962) Construction Fund" (hereinafter sometimes called the "Construction Fund").

Section 204. In case any bond issued hereunder shall become mutilated or be destroyed or lost,
the Board shall cause to be executed a new bond of like date, number and tenor in exchange and substitution
for and upon the cancellation of such mutilated bond and its interest coupons, if any, or
in lieu of and in substitution for such bond and its coupons, if any, destroyed or lost, upon the
holder's paying the reasonable expenses and charges of the Board in connection therewith and, in the
case of a bond destroyed or lost, his filing with the Board evidence satisfactory to the Board that
such bond and coupons, if any, were destroyed or lost, and of his ownership thereof, and furnishing
the Board with indemnity satisfactory to the Board.

ARTICLE III.

Custody and Application of Proceeds of Bonds.

Section 301. A special fund is hereby created in the State Treasury and designated "The
Rector and Visitors of the University of Virginia Student Apartment Buildings Revenue Bonds
(Series 1962) Construction Fund" (herein sometimes called the "Construction Fund"), to the credit
of which there shall be deposited the proceeds of the bonds required to be so deposited by
Section 203 of this resolution. The moneys in the Construction Fund shall be held in trust and
applied to the payment of the cost of the Project and, pending such application, shall be subject
to a lien and charge in favor of the holders of the bonds issued and outstanding under this
resolution and for the future security of such holders until paid out or transferred as herein
provided.

Section 302. Payment of the cost of the Project shall be made from the Construction Fund as
provided by law.

Section 303. For the purposes of this resolution the cost of the Project may include, without
intending thereby to limit or restrict or to extend any proper definition of such cost under any
applicable laws or this resolution, the following:

Section 304. When the Project shall have been completed, as evidenced by a certificate signed
by the President or the Comptroller of the Institution and filed with the Secretary to the Board,
any balance in the Construction Fund not deemed by the Board to be necessary to be reserved and so
reserved by it for the payment of any remaining part of the cost of the Project shall be transferred
to the credit of the Sinking Fund.

ARTICLE IV.

Revenues and Funds

Section 401. The Board covenants that it will at all times fix, charge and collect fees,
rents and charges for or in connection with the use, occupation or services of the Project, and
that from time to time and as often as it shall appear to be necessary it will revise such fees,
rents and charges in order that such fees, rents and charges will at all times be sufficient to
provide for the payment of the Current Expenses and to provide for making deposits to the credit
of the Sinking Fund in each fiscal year under the provisions of Section 404 of this Article of an
amount equal to one hundred ten per centum (110%) of the principal and interest which will become
due and payable on October 1 of such fiscal year and of the interest which will become due and
payable on April 1 of such fiscal year

Section 402. Notwithstanding any other facilities which may now or hereafter be available for
the housing of students at the Institution and subject to the parietal rules now in effect at the
Institution as set forth in Section 402 of the resolution, adopted by the Board on June 1, 1962
(Minute Book, University of Virginia, No. 12, 1 June 1962, p. 339), authorizing the issuance of
$3,000,000 The Rector and Visitors of the University of Virginia Dormitory Revenue Bonds (Series
1962), the Board covenants that it will require a sufficient number of students at the Institution
to use and occupy the Project and will adopt and enforce such parietal rules and other regulations
as will assure that the Project will be fully utilized at all times during the regular school
session at the Institution and will be utilized to the fullest extent practicable at all times
during any summer school session at the Institution. The Board further covenants that there shall
be no free student occupancy of the Project

Section 403. A special fund is hereby created in the State Treasury and designated "The
Rector and Visitors of the University of Virginia Student Apartment Buildings Revenue Bonds (Series
1962) Revenue Fund" (hereinafter sometimes called the "Revenue Fund"). The Board covenants that
all fees, rents, charges and other revenues derived from the operation or ownership of the Project
will be collected by the Board and deposited to the credit of the Revenue Fund. Payment of Current
Expenses shall be made from the Revenue Fund as provided by law.

Section 404. A special fund is hereby created in the State Treasury and designated "The
Rector and Visitors of the University of Virginia Student Apartment Buildings Revenue Bonds (Series
1962) Interest and Sinking Fund" (herein sometimes called the "Sinking Fund"). The Board
covenants that, on or before the 20th day of September in each fiscal year, it will provide for the
transfer from moneys held for the credit of the Revenue Fund to the credit of the Sinking Fund of
an amount equal to one hundred ten per centum (110%) of the principal and interest which will
become due and payable on October 1 of such fiscal year and that, on or before the 20th day of
March in each fiscal year, it will provide for the transfer from moneys held for the credit of the
Revenue Fund to the credit of the Sinking Fund of an amount equal to one hundred ten per centum
(110%) of the interest which will become due and payable on April 1 of such fiscal year, provided,
however, that if the amount so transferred to the credit of the Sinking Fund in any September or
March shall be less than the required amount, the requirement therefor shall nevertheless be
cumulative and the amount of any deficiency in any September or March shall be added to the amount
otherwise required to be transferred in each September or March thereafter until such time as such
deficiency shall have been made up, and provided, further, that when the moneys held for the credit
of the Sinking Fund shall equal the principal of the outstanding bonds and the interest which will
become due and payable thereon to their respective maturities, no further transfer need be made to
the credit of the Sinking Fund. The balance in the Revenue Fund, if any, after making any transfer
under the provisions of this Section shall be used for the purposes of the Institution as provided
by law

Section 405. Subject to the provisions of this resolution, moneys held for the credit of the
Sinking Fund shall be held in trust and applied (a) to the payment of interest upon the bonds as
such interest becomes due and payable, or (b) to the payment of the principal of the bonds at their
respective maturities, and such moneys are hereby pledged to and charged with the payments mentioned
in this Section

Section 406. The moneys in the Revenue Fund and the Sinking Fund shall be held in trust and
applied as hereinabove provided and, pending such application, shall be subject to a lien and
charge in favor of the holders of the bonds issued and outstanding under this resolution and for
the further security of such holders until paid out or transferred as herein provided

Section 407. All bonds and interest coupons shall be cancelled upon their payment. Such
bonds and coupons may be cremated by the State Treasurer, who shall execute a certificate of
cremation in duplicate describing the bonds and coupons so cremated except that the numbers of the
bonds to which such coupons appertain may be omitted unless otherwise directed by the Board, and
one executed certificate shall be filed with the Comptroller of the Institution and the other
executed certificate shall be retained by the State Treasurer.

ARTICLE V.

Investment of Funds

Section 501. Moneys held for the credit of the Construction Fund shall, as nearly as may be
practicable, be invested and reinvested by the State Treasurer in securities which are defined as
legal investments for public funds or deposited and redeposited in interest bearing time deposits
and certificates of deposit of national banks located within the State of Virginia and of banks

organized pursuant to Chapter 2 (§ 6-5 et seq.) of Title 6, Code of Virginia, 1950, as amended,
all as provided in and subject to the terms, limitations and conditions of Sections 298, 299 of
Title 2, Chapter 17, Code of Virginia, 1950, as amended, which shall mature, or which shall be
subject to redemption or withdrawal by the holder or depositor thereof at the option of such
holder or depositor, not later than ninety (90) days after the date of such investment or
deposit

Moneys held for the credit of the Sinking Fund shall, as nearly as may be practicable, be
invested and reinvested by the State Treasurer in securities which are defined as legal investments
for sinking funds in Section 297 of Title 2, Chapter 17, Code of Virginia, 1950, as
amended, which shall mature, or which shall be subject to redemption by the holder thereof at
the option of such holder, not later than October 1, 1987.

Section 502. Obligations so purchased as an investment of moneys in any such Fund shall be
deemed at all times to be a part of such Fund, and the interest accruing thereon and any profit
realized from such investment shall be credited to such Fund, and any loss resulting from such
investment shall be charged to such Fund. The State Treasurer shall sell at the best price
obtainable or present for redemption any obligations so purchased whenever it shall be necessary
so to do in order to provide moneys to meet any payment or transfer from any such Fund. Neither
the State Treasurer nor the Board shall be liable or responsible for any loss resulting from any
such investment

ARTICLE VI.

Particular Covenants.

Section 601. The Board covenants that it will promptly pay the principal of and the interest
on each and every bond issued under the provisions of this resolution at the place, on the dates and
in the manner provided herein and in said bonds and in the coupons appertaining thereto, according
to the true intent and meaning thereof. The principal and interest are payable solely from the
revenues derived from the ownership or operation of the Project, which revenues are hereby pledged
to the payment thereof in the manner and to the extent hereinabove particularly specified, and
nothing in the bonds or in this resolution shall be deemed to constitute the bonds a debt of the
State of Virginia or a pledge of the faith and credit of the State, nor shall the bonds ever be or
become a charge against the State of Virginia

Section 602. The Board covenants that it will establish and enforce reasonable rules and
regulations governing the use of the Project and the operation thereof, that all compensation,
salaries, fees and wages paid by it in connection with the maintenance, repair and operation of
the Project will be reasonable, that it will maintain and operate the Project in an efficient and
economical manner, that, from the revenues of the Project, it will at all times maintain the same
in good repair and in sound operating condition and will make all necessary repairs, renewals and
replacements, that it will observe and perform all of the terms and conditions contained in the
Act, and that it will comply with all valid acts, rules, regulations, orders and directions of any
legislative, executive, administrative or judicial body applicable to the Project

Section 603. The Board covenants that it will not create or suffer to be created any lien or
charge upon the Project or any part thereof or upon the revenues therefrom ranking equally with or
prior to the lien and charge of the bonds secured hereby upon such revenues, and that, from such
revenues or other available funds, it will pay or cause to be discharged, or will make adequate
provision to satisfy and discharge, within sixty (60) days after the same shall accrue, all lawful
claims and demands for labor, material, supplies or other objects which, if unpaid, might by law
become a lien upon the Project or any part thereof or the revenues therefrom, provided, however,
that nothing in this Section contained shall require the Board to pay or cause to be discharged,
or make provision for, any such lien or charge so long as the validity thereof shall be contested
in good faith and by appropriate legal proceedings.

Section 604. Notwithstanding any other provision of this resolution, nothing herein shall be
construed to prevent the Board from paying all or any part of the Current Expenses from any funds
available to the Board for such purpose, or from depositing any funds available to the Board for
such purpose in the Sinking Fund for the payment of the interest on or the principal of the bonds
issued under the provisions of this resolution

Section 605. The Board covenants that from and after the time when the contractors or any of
them engaged in constructing the Project or any part thereof shall cease to be responsible, pursuant
to the provisions of the respective contracts for the construction of the Project or such part, for
loss or damage to the Project or such part occurring from fire or lightning, it will insure and at
all times keep the Project or such part insured with a responsible insurance company or companies,
qualified to assume the risk thereof, against physical loss or damage caused by fire or lightning,
with such exceptions as are ordinarily required by insurers of structures or facilities of similar
type, in an amount not less than eighty per centum (80%) of the replacement value of the Project
or such part, less depreciation, provided, however, that such amount of insurance shall at all times
be sufficient to comply with any legal or contractual requirement which, if breached, would result
in assumption by the Board of a portion of any loss or damage as a co-insurer, and such insurance
may provide for the deduction from each claim for loss or damage (except in case of a total loss)
of not more than two per centum (2%) of the total amount of insurance required by the application
of the co-insurance clause, and provided, further, that if at any time the Board shall be unable
to obtain such insurance to the extent above required, either as to amount of such insurance or
as to the risks covered thereby or the deductible provision thereof, it will not constitute an
event of default under the provisions of this resolution if the Board shall carry such insurance
to the extent reasonably obtainable

The proceeds of such insurance shall be available for, and shall to the extent necessary be
applied to, the repair, replacement or reconstruction of the damaged or destroyed property. If
such proceeds are more than sufficient for such purpose, the balance remaining shall be deposited
to the credit of the Sinking Fund. If such proceeds, with other available funds, shall be insufficient
for such purpose, such proceeds shall be deposited to the credit of the Sinking Fund or
shall be used to purchase bonds, as the Board by resolution may determine

Section 606. The Board covenants that no contract or contracts will be entered into or any
action taken by which the rights of the bondholders might be impaired or diminished

Section 607. The Board covenants that it will keep an accurate record of the total cost of
the Project, of the fees, rents, charges and other revenues collected, and of the application of
such revenues. Such records shall be open at all reasonable times to the inspection of all
interested persons

The Board further covenants that, if so requested in writing by any bondholder within the
month of July after the close of any fiscal year, it will cause the Comptroller of the Institution
to make a report from the books and accounts relating to the Project for the preceding fiscal year
Within the next two months copies of such report shall be filed with the Secretary to the Board
and the State Treasurer and shall be mailed by the Comptroller to all bondholders who shall have
filed their names and addresses with the Comptroller for such purpose. Each such report shall set
forth in respect of the preceding fiscal year an income and expense account for the Project, the
percentage of use of the Project, the details of all bonds paid, the amount on deposit at the end
of such fiscal year to the credit of each Fund created under the provisions of this resolution
and the details of any investment thereof, a schedule of all insurance policies which are then in
effect, stating with respect to each policy the name of the insurer, the amount, number and
expiration date, and the hazards and risks covered thereby, and also the findings of the Comptroller
as to whether the moneys received by the Board under the provisions of this resolution during
such fiscal year have been applied in accordance with the provisions of this resolution and
whether the Board is in default of any of the covenants contained in Sections 401 and 402 of this
resolution

Section 608. The Board covenants that it will not sell or otherwise dispose of or encumber
the Project or any part thereof and will not create or permit to be created any charge or lien on
the revenues therefrom ranking equally with or prior to the charge or lien of the bonds secured
hereby on such revenues. The Board may, however, sell or dispose or permit the sale or disposal
by the Institution of any furniture, fixtures, apparatus, tools, instruments or other movable
property acquired for or in connection with the Project or any materials used in connection therewith,
if the Board shall determine by resolution that such articles are no longer needed or are no
longer useful in connection with the construction of the Project or the operation and maintenance
of the Project. The proceeds of any sale made under the authority of this Section shall be
deposited to the credit of the Sinking Fund

ARTICLE VII

Remedies

Section 701. In case the time for the payment of any coupon shall be extended, whether or
not such extension be by or with the consent of the Board, such coupon shall not be entitled in
case of default hereunder to the benefit or security of this resolution except subject to the prior
payment in full of the principal of all bonds then outstanding and of all coupons the time for the
payment of which shall not have been extended

Section 702. Each of the following events is hereby declared an "event of default", that is to
say. If

Section 703. Upon the happening and continuance of any event of default specified in Section
702 of this Article, then and in every such case any bondholder may proceed, subject to the
provisions of Section 705 of this Article, to protect and enforce the rights of the bondholders by
a suit, action or special proceeding in equity or at law, either for the specific performance of
any covenant or agreement contained herein or in aid or execution of any power herein granted or for
the enforcement of any proper legal or equitable remedy as such bondholder shall deem most effectual
to protect and enforce such rights

Section 704. In case any proceeding taken by any bondholder on account of any default shall
have been discontinued or abandoned for any reason, then and in every such case the Board and the

bondholders shall be restored to their former positions and rights, respectively, and all rights
and remedies of the bondholders shall continue as though no such proceeding had been taken

Section 705. No holder of any of the bonds shall have any right in any manner whatever to
affect, disturb or prejudice the security of this resolution or to enforce any right hereunder,
except in the manner herein provided, and all proceedings at law or in equity shall be instituted,
had and maintained for the equal benefit of all bondholders.

Section 706. No remedy herein conferred on the bondholders is intended to be exclusive of
any other remedy or remedies, and each and every remedy conferred shall be cumulative and shall
be in addition to every other remedy given hereunder or now or hereafter existing at law or in
equity or by statute.

Section 707. No delay or omission of any bondholder to exercise any right or power accruing
upon any default occurring and continuing as aforesaid shall impair any such right or power or
shall be construed to be a waiver of any such default or an acquiescence therein, and every power
and remedy given by this Article to the bondholders may be exercised from time to time and as
often as may be deemed expedient

ARTICLE VIII.

Miscellaneous Provisions

Section 801. All covenants, stipulations, obligations and agreements of the Board contained
in this resolution shall be deemed to be covenants, stipulations, obligations and agreements of the
Board to the full extent authorized or permitted by law, and all such covenants, stipulations,
obligations and agreements shall be binding upon the successor or successors thereof from time to
time and upon any officer, board, body or commission to whom or to which any power or duty affecting
such covenants, stipulations, obligations and agreements shall be transferred by or in accordance
with law

No covenants, stipulation, obligation or agreement herein contained shall be deemed to be a
covenant, stipulation, obligation or agreement of any present or future member, agent or employee
of the Board in his individual capacity, and neither the Governor of the State of Virginia nor the
members of the Board or of any other agency of the State of Virginia nor any officer thereof, present
or future, executing the bonds shall be liable personally on the bonds or be subject to any personal
liability or accountability by reason of the issuance thereof

Section 802. Any notice, demand, direction, request or other instrument authorized or required
by this resolution to be given to or filed with the Board shall be deemed to have been sufficiently
given or filed for all purposes of this resolution if and when sent by registered mail, return
receipt requested, to The Rector and Visitors of the University of Virginia, Charlottesville,
Virginia

Section 803. The officers and agents of the Board are hereby authorized and directed to do all
acts and things required of them by the provisions of the bonds and this resolution for the full,
punctual and complete performance of all the terms, covenants, provisions and agreements contained
in the bonds and this resolution

Section 804. In case any one or more of the provisions of this resolution or of the bonds or
coupons issued hereunder shall for any reason be held to be illegal or invalid, such illegality or
invalidity shall not affect any other provision of this resolution or of the bonds or coupons, but
this resolution and the bonds and coupons shall be construed and enforced as if such illegal or
invalid provision had not been contained therein. In case any covenant, stipulation, obligation
or agreement contained in the bonds or in this resolution shall for any reason be held to be in
violation of law, then such covenant, stipulation, obligation or agreement shall be deemed to be the
covenant, stipulation, obligation or agreement of the Board to the full extent permitted by law.

Section 805. The Secretary to the Board is hereby authorized and directed to file a certified
copy of this resolution with the Governor and the Treasury Board

A vote being taken, said resolution was adopted by the following recorded vote. Ayes: Albert
V. Bryan, Norborne Berkeley, William M. Camp, Hunter Faulconer, Charles R. Fenwick, Joseph M.
Hartfield, Walkley E. Johnson, Lawrence Lewis, Jr., Walter B. Martin, E. Sclater Montague, Herbert
C. Pollock, Frank W. Rogers, and Lewis M. Walker, Jr. Nays: None