 | Board of Visitors minutes November 30, 1984 |  |
ARTICLE III. REMARKETING AND PURCHASE OF BONDS
SECTION 301. Remarketing of Tendered Bonds.
(a) On each November 15, commencing November 15, 1987, prior to the Fixed Rate Date and fifteen (15) days prior to the Mandatory Tender Date, the Paying Agent shall give notice by telephone, telecopier, telegram or other telecommunications device, promptly confirmed by a written notice, to the State Treasurer, the University, the Remarketing Agent and the Bank specifying the principal amount of Bonds, if any, tendered or deemed to have been tendered for purchase on the next succeeding Tender Date pursuant to Sections 204(c), 206, 402, 403 and 801 hereof and the amount necessary for said purchase.
(b) The Remarketing Agent shall offer for sale an aggregate principal amount of Bonds equal to the amount of Bonds as to which the Paying Agent has delivered the notice specified in Section 301(a) above except that Bonds deemed to have been tendered pursuant to Section 403 hereof shall not be remarketed.
(c) Upon receipt of notice from the Paying Agent of any Bonds tendered or deemed to have been tendered in accordance with Sections 204(c), 206, 402 and 801 hereof, the Remarketing Agent shall offer for sale and use its best efforts to sell all such Bonds on the next December 1, at a price equal to the principal amount thereof and with an interest rate determined pursuant to Sections 203 and 204 hereof. All Bonds sold by the Remarketing Agent pursuant to this section shall be sold at the Adjustable Interest Rate prior to the Fixed Rate Date and at the Fixed Interest Rate on and after the Fixed Rate Date. The Remarketing Agent shall notify the Paying Agent by 11:00 A.M., New York time, on the Business Day prior to each December 1 of the principal amount of Bonds sold pursuant to this paragraph, and the names and addresses of the purchasers of such Bonds. The proceeds received from the purchaser of any Bonds resold by the Remarketing Agent shall be paid by the Remarketing Agent to the Paying Agent by 11:00 A.M., New York time, on such December 1 for payment to the holders who have tendered or are deemed to have tendered such Bonds.
(d) On the appropriate Tender Date, the Paying Agent shall draw on the Credit Facility an amount sufficient, together with the proceeds received from the Remarketing Agent, to pay the Holders tendering or deemed to have tendered their Bonds for purchase on said date pursuant to Sections 206(a), 204, 402, 403 and 801 hereof. The Paying Agent shall, not later than 3:00 P.M., New York time, on the Business Day preceding each Tender Date, submit the necessary draw certificates to ensure that, on each
(e) The Remarketing Agent shall continue to offer for sale Bank Bonds for the account of the Bank and shall use its best efforts to sell, at a price not less than the principal amount thereof, any Bank Bonds.
- (f) The portion of the purchase price attributable to principal of Bonds tendered or deemed to have been tendered for purchase shall be paid only from the following sources:
- (i) the proceeds of the sale of such Bonds by the Remarketing Agent; and
- (ii) to the extent that the proceeds derived from the Remarketing Agent shall be insufficient therefor, the proceeds of a drawing under the Credit Facility.
(g) The portion of the purchase price of Bonds attributable to interest shall be paid only from the sources specified in Section 210 hereof.
(h) The University and the Remarketing Agent shall, upon the remarketing of any Tendered Bonds, deliver to the Paying Agent in its capacity as Custodian under the Custody Agreement, dated as of November 1, 1984, by and between the Bank and the Paying Agent (the "Custody Agreement"), the certificates required to be delivered by each of them by Section 3 of the Custody Agreement in order to cause the automatic reinstatement of the obligation of the Bank to honor drawings under the Credit Facility for the purpose of paying the principal portion of the purchase price of such Tendered Bonds in an amount equal to the principal amount of such Tendered Bonds.
SECTION 302. Bond Purchase Commitment; Certifications.
The University may reduce the amount of the Credit Facility, but in no event shall the amount of the Credit Facility (as so reduced) be less than the aggregate principal amount of Bonds Outstanding as determined by the Paying Agent.
SECTION 303. Disposition of Purchased Bonds.
Bonds tendered or deemed to have been tendered to the Paying Agent for purchase and remarketed pursuant to Sections 301 and 302 shall be registered by the Paying Agent in the name of the transferee thereof.
SECTION 304. Bonds Purchased Under Credit Facility.
(a) The Paying Agent shall hold Bank Bonds for the account of the Bank and deliver such Bank Bonds to the Bank at its direction. Unless such Bank Bonds have been delivered to the Bank (in which event the Paying Agent shall notify the Remarketing Agent), the Paying Agent shall deliver such Bank Bonds on one Business Day's notice to any purchaser selected by the Remarketing Agent upon payment of the principal of and interest accrued on the Bank Bonds. The portion of proceeds received from the purchaser of any Bonds so remarketed and resold pursuant to the foregoing sentence, representing the principal amount of such Bank Bond, shall be paid to the Bank and the portion of such proceeds representing accrued interest, if any, shall be paid to the State Treasurer for deposit in the Special Fund. Any interest owed to the Bank for such Bank Bond (being all interest including any Additional Interest and any Additional Default Interest accrued and unpaid as of the purchase date) shall be paid by the State Treasurer from the Net Revenues and shall be deemed a payment of interest due and payable on the purchase date.
(b) In the event of a redemption of any Bank Bonds, the Paying Agent shall remit to the Bank the redemption price of such Bank Bonds, including the Additional Interest and Additional Default Interest, if any, due on such Bank Bonds.
(c) Upon finding a purchaser for all or any Bank Bonds, the Remarketing Agent shall so notify by telephone notice the Paying Agent and the Bank by 3:00 P.M., New York time, and the Bank shall either (i) deliver such Bank Bonds to the Paying Agent on the Business Day after it receives such notice from the Remarketing Agent or (ii) retain such Bank Bonds; provided, however, that if the Bank elects to retain such Bank Bonds instead of delivering them to the Paying Agent upon request, such Bank Bonds shall no longer bear Additional Interest. Upon delivery of such Bonds to the Paying Agent, and upon receipt from the purchaser or the Remarketing Agent of the principal amount and accrued interest (other than Additional Interest and Additional Default Interest) thereon and from the State Treasurer of the interest (including Additional Interest and Additional Default Interest) owed to the Bank thereon, the Paying Agent shall register and deliver such Bond to such purchaser or the Remarketing Agent, as the case may be, and shall pay to the Bank the par amount of such Bank Bonds together with the interest (including Additional Interest and Additional Default Interest) accrued thereon and shall pay the accrued interest received from the purchaser or the Remarketing
SECTION 305. No Purchases or Sales After Fixed Rate Date.
Anything in the Resolution to the contrary notwithstanding, there shall be no purchases or sales of Bonds (other than Bank Bonds) pursuant to this Article III after the Fixed Rate Date.
SECTION 306. No Sales of Bonds to University.
Anything in the Resolution to the contrary notwithstanding, the Remarketing Agent shall not sell to the University Bonds tendered or deemed to have been tendered for purchase in accordance with Sections 204(c), 206, 402 or 801 hereof to the Paying Agent.
| Board of Visitors minutes November 30, 1984 | |