University of Virginia Library

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

Tender Date, the Paying Agent shall draw on the Credit Facility in an amount sufficient, together with the proceeds received from the Remarketing Agent, to pay the purchase price of any Bonds tendered or deemed to have been tendered for purchase on such Tender Date. Bonds purchased with the proceeds of a drawing under the Credit Facility shall be delivered to the Bank in exchange for the proceeds of such drawing.

(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.