University of Virginia Library

RESOLUTIONS ON DORMITORY BOND ISSUE

The President submitted to the Board resolutions with respect to the issue of Mary Washington
College Dormitory Revenue Bonds, which had been prepared by bond counsel. After careful consideration
and full discussion, upon motion duly made and seconded, the Board unanimously adopted
the following resolution entitled:

WHEREAS, by Article 4, Chapter 9, Title 23, Code of Virginia, 1950, as amended, the Rector and
Visitors of the University of Virginia (hereinafter sometimes called the "Board"), is vested with the
supervision, management and control of Mary Washington College of the University of Virginia at
Fredericksburg, Virginia; and

WHEREAS, by Chapter 3, Title 23, Code of Virginia, 1950, as amended (hereinafter sometimes called
the "Act"), Mary Washington College of the University of Virginia at Fredericksburg, Virginia (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 of 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 the 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 housing facilities at the Institution, the
Board has heretofore determined to construct and equip two new dormitories, Bushnell Hall and
Marshall Hall (said new dormitories to house approximately 290 students and being hereinafter
sometimes collectively called the "Project"), and

WHEREAS, by Chapter 716 of the Acts of Virginia of 1956 and by Chapter 642 of the Acts of
Virginia of 1958, there has been appropriated by the General Assembly Five Hundred Fifty-one
Thousand Three Hundred Dollars ($551,300) to pay a part of the cost of constructing and equipping
the Project, and

WHEREAS, the Board has proceeded with all practicable dispatch with the construction and
equipment of the Project and the Project is presently in operation, and

WHEREAS, for the purpose of paying the remaining part of the cost of the Project, the Board
has determined to issue dormitory revenue bonds of the Institution in the aggregate principal
amount of Five Hundred Thousand Dollars ($500,000), the proceeds of such amount of bonds, together
with the appropriation referred to above, being required and being estimated to be sufficient to
pay the cost of the Project, now, therefore,

BE IT RESOLVED by the Board of Visitors of 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 word "Board" shall mean the Rector and Visitors of the University of Virginia or, if said
Board shall be abolished, the board or body succeeding to the principal functions thereof.

The word "cost", as applied to the Project, shall embrace the cost of construction and all
obligations and expenses and all items of cost which are set forth in Section 303 of this resolution.

The term "Current Expenses" shall mean the Board's reasonable and necessary current expenses
of maintenance, repair and operation of the Project and shall include, without limiting the generality
of the foregoing, all ordinary and usual expenses of maintenance, repair and operation,
which may include expenses not annually recurring, premiums for insurance, and any other expenses
required or permitted to be paid by the Board under the provisions of this resolution or by law,
but shall not include any reserves for extraordinary maintenance or repair, or any allowance for
depreciation, or any general administrative expenses of the Institution, or any deposits or transfers
to the credit of the special fund hereinafter created in the State Treasury and designated
"Mary Washington College of the University of Virginia Dormitory Revenue Bonds (Series 1961)
Interest and Sinking Fund" (hereinafter sometimes called the "Sinking Fund").

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 remaining part of the cost of the Project, there
shall be issued dormitory revenue bonds of the Institution in the aggregate principal amount of
Five Hundred Thousand Dollars ($500,000). The bonds shall be designated "Mary Washington College
of the University of Virginia Dormitory Revenue Bonds (Series 1961)", shall consist of 500 bonds
of the denomination of $1,000 each, numbered 1 to 500, inclusive, shall be dated as of the 1st day
of July, 1961, shall be stated to mature (without right of prior redemption), in numerical order,
lowest numbers first, on the 1st day of July in the following years and in the following amounts,
respectively

                                                   

Year of Maturity	Principal Amount
1962	$11,000
1963	11,000
1964	14,000
1965	14,000
1966	14,000
1967	16,000
1968	16,000
1969	16,000
1970	18,000
1971	18,000
1972	18,000
1973	18,000
1974	21,000
1975	$21,000
1976	21,000
1977	21,000
1978	23,000
1979	23,000
1980	23,000
1981	26,000
1982	27,000
1983	27,000
1984	27,000
1985	28,000
1986	28,000

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
January and July 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 Bursar of the Institution, 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 signature of the Rector of the University
of Virginia. The bonds and coupons shall be, respectively, in substantially the following forms

(Form of Bonds)

No .....

$1,000

United States of America
State of Virginia

MARY WASHINGTON COLLEGE OF THE UNIVERSITY OF VIRGINIA

DORMITORY REVENUE BOND (SERIES 1961)

Mary Washington College of the University of Virginia, the educational institution at Fredericksburg,
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 July, 19..., upon the presentation and
surrender hereof, the principal sum of

ONE 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 January and July 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 $500,000 dormitory revenue bonds (hereinafter called
the "bonds"), known as "Mary Washington College of the University of Virginia Dormitory Revenue Bonds
(Series 1961)", consisting of bonds maturing in annual instalments on the 1st day of July in the years
1962 to 1986, inclusive, and issued for the purpose of paying a part of the cost of constructing and
equipping two new dormitories at Mary Washington College of the University of Virginia, Fredericksburg,
Virginia (said two new dormitories being herein collectively called the "Project"). The proceeds of
the bonds, totether with an appropriation of $551,300 by the General Assembly of the State of Virginia
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 8 April 1961. 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 "Mary Washington College of the University of Virginia
Dormitory Revenue Bonds (Series 1961) 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 the name of Mary Washington College of the University of Virginia and have
caused this bond to bear the facsimile signature of the Rector of the University of Virginia and
to be signed by the Bursar of said College, and the official seal of The Rector and Visitors of
the University of Virginia to be impressed hereon, and the attached interest coupons to be executed
with the facsimile signature of said Rector, all as of the 1st day of July, 1961

........................................
Bursar of Mary Washington College,
of the University of Virginia

........................................
Rector of the Board of Visitors
of the University of Virginia

(Form of Coupons)

No...............

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

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

Mary Washington College of the University of Virginia, the educational institution at
Fredericksburg, 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 semiannual interest then due upon, its Dormitory Revenue Bond (Series 1961),
dated as of 1 July 1961, No..................

____________________
Rector of the Board of Visitors
of the University 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
"Mary Washington College of the University of Virginia Dormitory Revenue Bonds (Series 1961) 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 designated "Mary
Washington College of the University of Virginia Dormitory Revenue Bonds (Series 1961) 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
and from the appropriation referred to in the preambles of this resolution, all as provided by
law.

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

Section 304. When the Project shall have been completed, as evidenced by a certificate signed
by the Chancellor or the Bursar 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 interest which will become due and payable on 1 January
of such fiscal year and of the principal and interest which will become due and payable on 1 July
of the next ensuing fiscal year.

Section 402. The Board covenants that, notwithstanding any other facilities which may now or
hereafter be available for the housing of students at the Institution, it will require a sufficient
number of students at the Institution to use and occupy the Project and will adopt and enforce such
parietal and other rules and 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 "Mary
Washington College of the University of Virginia Dormitory Revenue Bonds (Series 1961) 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 "Mary Washington
College of the University of Virginia Dormitory Revenue Bonds (Series 1961) Interest and
Sinking Fund" (herein sometimes called the "Sinking Fund"). The Board covenants that, on or before
the 20th day of December 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 1 January of such fiscal
year and that, on or before the 20th day of June 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 1 July of the next ensuing fiscal year, provided, however, that if the amount so transferred
to the credit of the Sinking Fund in any December or June shall be less than the required
amount, the requirement therefor shall nevertheless be cumulative and the amount of any deficiency
in any December or June shall be added to the amount otherwise required to be transferred in each
December or June 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 Bursar 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 direct obligations of, or obligations
the principal of and the interest on which are unconditionally guaranteed by, the United
States Government which shall mature, or which shall be subject to redemption by the holder thereof
at the option of such holder, not later than ninety (90) days after the date of such investment.

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 direct obligations of, or obligations the principal
of and the interest on which are unconditionally guaranteed by, the United States Government which
shall mature, or which shall be subject to redemption by the holder thereof at the option of such
holder, not later than 1 July 1986.

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, accordint
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 of 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 Bursar 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 Bursar to all bondholders who shall have filed their
names and addresses with the Bursar 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 Bursar 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 covenant, 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.

After further consideration and discussion, upon motion duly made and seconded, the Board
unanimously adopted the following resolution entitled

WHEREAS, the Rector and Visitors of the University of Virginia (hereinafter sometimes called
the "Board") has this day duly adopted a resolution authorizing the issuance of $500,000 Mary
Washington College of the University of Virginia Dormitory Revenue Bonds (Series 1961), and

WHEREAS, the Board deems it advisable to sell said bonds at this time, now, therefore,

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

Section 1. The State Treasurer of the State of Virginia is hereby authorized and directed
to solicit bids from various financial and investment banking institutions in the State of Virginia,
and from such other institutions which may express an interest in bidding for the bonds, for the
purchase of the $500,000 Mary Washington College of the University of Virginia Dormitory Revenue
Bonds (Series 1961). Sealed bids are to be received for and on behalf of the Board at the office
of the State Treasurer, in the City of Richmond, Virginia, until 12 o'clock Noon, Eastern Daylight
Savings Time, 2 June 1961, at which time and place the bids received will be publicly opened and
read on behalf of the Board.

No bid for less than all of the bonds or for less than par and accrued interest will be entertained.
Bidders are requested to name the interest rate, not exceeding 6% per annum, in a multiple
of 1/8 or 1/20 of 1%. The bonds will be awarded to the bidder offering the highest price for the
lowest interest rate bid upon the bonds.

Each bid must be submitted on a form to be furnished by the State Treasurer, must be enclosed
in a sealed envelope marked "Bid for $500,000 Mary Washington College of the University of Virginia
Dormitory Revenue Bonds (Series 1961)", and should be addressed to the "Rector and Visitors of the
University of Virginia, c/o State Treasurer of the State of Virginia, Room 101, Finance Building,
Richmond, Virginia". Each bid must be accompanied by a certified or bank cashier's or treasurer's
check payable to the order of the State Treasurer of the State of Virginia in an amount equal to
$10,000. Award or rejection of bids will be made by the Board on the date above stated for the
receipt of bids, and the checks of unsuccessful bidders will be returned immediately. The award
of the bonds will be subject to the consent and approval of the Governor of the State of Virginia
and the Treasury Board of the State of Virginia. The check of the successful bidder will be held
uncashed as security for the performance of his bid, but, in the event the successful bidder shall
fail to comply with the terms of his bid, the check may then be cashed and the proceeds retained
as and for full liquidated damages. The bonds will be delivered on or about 6 July 1961, in the
office of the State Treasurer in the City of Richmond, Virginia.

The unqualified approving opinion of Mitchell, Pershing, Shetterly & Mitchell, New York City,
will be furnished without cost to the purchasers. There will also be furnished the usual closing
papers, including a certificate, dated as of the day of the delivery of the bonds, stating that there
is no litigation pending or, to the knowledge of the signer of such certificate, threatened affecting
the validity of the bonds

Further information relating to the above bonds will be furnished upon application to the State
Treasurer

The right to reject any or all bids is reserved by the Board.

Section 2. The form referred to in Section 1 above and on which all bids for the purchase of
the $500,000 Mary Washington College of the University of Virginia Dormitory Revenue Bonds (Series
1961) are required to be made shall be substantially as follows

(No addition or alteration, except as provided
above, is to be made to this bid.)

Section 3. The officers and agents of the Rector and Visitors of the University of Virginia and
of Mary Washington College of the University of Virginia are hereby authorized and directed to do all
the acts and things required of them by the bonds and by this resolution, for the full, punctual and
complete performance of all the terms, covenants, provisions and agreements contained in the bonds and
in this resolution.

Section 4. 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.