SECTION 701. The Paying Agent.
(a) The University hereby
appoints Bank of Virginia Trust Company, as the Paying Agent under
this Series Resolution. The Paying Agent and any successor Paying
Agent, by written instrument delivered to the University, shall
accept the duties and obligations imposed on it under this Series
Resolution and shall act on behalf of the holders of the Bonds.
- (b) In addition to the other obligations imposed on the
Paying Agent hereunder and under the Master Resolution, the Paying
Agent shall agree to:
- (1) hold all Bonds delivered to it for purchase in
trust for the benefit of the Holders thereof until moneys
representing the purchase price of such Bonds shall have been
delivered to or for the account of or to the order of such
Holders;
- (2) hold all moneys representing the purchase price or
principal of and interest on Bonds (without investing the
same) in trust for the benefit of the persons entitled to
receive the payment of such purchase price; and
- (3) deliver to the Remarketing Agent, the University,
the State Treasurer and any Holder, upon request, a list of
the names and addresses of the Holders of the Bonds.
(c) Any provision hereof to the contrary notwithstanding,
the Paying Agent shall never be required to make any payments or
purchase any Bonds except from funds provided to it by the Remarketing
Agent, the Bank, the University (or the State Treasurer as
its agent) or the subsequent purchaser of any Bond.
(d) If at any time the Paying Agent is unable or unwilling
to act as Paying Agent, the Paying Agent may resign, upon 30 days'
prior written notice to the University, the State Treasurer and
the Bank. Such resignation shall become effective upon the date
specified in such notice, unless a successor Paying Agent has not
been appointed, in which case such resignation shall become
effective upon the appointment of such successor. The Paying
Agent may be removed at any time by the University, by written
notice signed by the University delivered to the Paying Agent,
each Holder, the Bank and the State Treasurer. The University
will promptly certify to the Paying Agent that it has mailed such
notice and such certificate will be conclusive evidence that such
notice was given in the manner required hereby. Upon resignation
or removal of the Paying Agent, the University shall appoint a
successor Paying Agent, which is a bank or trust company, which
has a capital and surplus of at least $50,000,000 and shall be
registered as a transfer agent with the Securities and Exchange
Commission. Upon the resignation or removal of the Paying Agent,
the Paying Agent shall pay over, assign and deliver any moneys and
Bonds held by it in trust pursuant to this Section 701 to its
successor and shall transfer the Credit Facility, or any
Substitute Credit Facility or Alternate Credit Facility to its
successor.
