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University of Virginia Library

Board of Visitors minutes
November 30, 1984

THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA SERIES RESOLUTION Authorizing and Securing Fixed/Adjustable Rate Hospital Revenue Bonds (Series B) Adopted November 30, 1984

SERIES RESOLUTION THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA Fixed/Adjustable Rate Hospital Revenue Bonds (Series B) Adopted November 30, 1984

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ARTICLE I. DEFINITIONS

SECTION 101. Definitions.

SECTION 102. Use of Words and Phrases.

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ARTICLE II. FORM, EXECUTION, DELIVERY, REGISTRATION, TENDER AND PAYMENT OF BONDS

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SECTION 201. Form of Bonds.

[Form of Front of Bond] United States Of America Commonwealth Of Virginia THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA FIXED/ADJUSTABLE RATE HOSPITAL REVENUE BOND (SERIES B)

CERTIFICATE OF AUTHENTICATION

[FORM OF ASSIGNMENT] ASSIGNMENT

[FORM OF NOTICE OF DEMAND FOR PURCHASE AND ASSIGNMENT TO APPEAR ON BONDS] NOTICE OF ELECTION REGARDING DEMAND FOR PURCHASE OF BOND AT BONDHOLDER OPTION AND ASSIGNMENT

SECTION 202. Issuance of Bonds.

SECTION 203. Determination of Adjustable Interest Rate.

SECTION 204. Determination of Fixed Interest Rate.

SECTION 205. Determination of Interest Rates Generally.

SECTION 206. Purchase of Bonds.

SECTION 207. Rights of Holders of Tendered Bonds.

SECTION 208. Payment of Interest on Bonds.

SECTION 209. Payment of Principal of Bonds.

SECTION 210. Payment of Portion of Purchase Price Attributable to Interest.

SECTION 211. Default of Bank Under Credit Facility.

SECTION 212. Payment of Principal of Bank Bonds.

SECTION 213. No Purchase of Bank Bonds.

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ARTICLE III. REMARKETING AND PURCHASE OF BONDS

SECTION 301. Remarketing of Tendered Bonds.

SECTION 302. Bond Purchase Commitment; Certifications.

SECTION 303. Disposition of Purchased Bonds.

SECTION 304. Bonds Purchased Under Credit Facility.

SECTION 305. No Purchases or Sales After Fixed Rate Date.

SECTION 306. No Sales of Bonds to University.

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ARTICLE IV EXPIRATION OF CREDIT FACILITY; SUBSTITUTE CREDIT FACILITY; MANDATORY TENDER PROVISIONS

SECTION 401. Expiration of Credit Facility; Substitute Credit Facility; Alternate Credit Facility.

SECTION 402. Alternate Credit Facility.

SECTION 403. Mandatory Tender Provisions.

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ARTICLE V. REDEMPTION OF BONDS

SECTION 501. Redemption of Bonds.

SECTION 502. Notice of Redemption.

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ARTICLE VI FUNDS AND ACCOUNTS

SECTION 601. Funds and Accounts.

SECTION 602. Application of Money in Sinking Fund Account.

SECTION 603. Application of Money in Interest Account and the Bank Interest Account.

SECTION 604. Application of Money in Redemption Account.

SECTION 605. Application of Money in Reserve Account; Replenishment of Reserve Account.

SECTION 606. Investment of Money in Certain Accounts.

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ARTICLE VII. THE PAYING AGENT, THE REMARKETING AGENT AND THE INDEXING AGENT

SECTION 701. The Paying Agent.

SECTION 702. Certain Rights of the Paying Agent.

SECTION 703. The Remarketing Agent.

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ARTICLE VIII. AMENDMENTS AND SUPPLEMENTS

SECTION 801. Amendments without Consent of Holders.

Section 802. Amendments of Resolutions Prior to Delivery of Bonds.

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ARTICLE IX. MISCELLANEOUS

SECTION 901. Adoption of Necessary and Appropriate Documents.

SECTION 902. Bond Delivery.

SECTION 903. Governing Law.

SECTION 904. Headings.

SECTION 905. Repeal of Inconsistent Provisions.

SECTION 906. Filings.

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SECTION 703. The Remarketing Agent.

(a) The University hereby appoints Goldman, Sachs & Co., having its principal office at 85 Broad Street, New York, New York 10004, as Remarketing Agent under this Series Resolution. The Remarketing Agent and any successor Remarketing Agent, by written instrument delivered to the University, the State Treasurer and the Paying Agent, shall accept the duties and obligations imposed on it under this Series Resolution.

(b) In addition to the other obligations imposed on the Remarketing Agent hereunder, the Remarketing Agent shall agree to keep such records of trades and make such confirmations as shall be consistent with prudent industry practice.

(c) The Remarketing Agent shall at all times be either a member of the National Association of Securities Dealers, Inc. or registered as a dealer or municipal securities dealer under the Securities Exchange Act of 1934, as amended, and authorized by law to perform its obligations hereunder.

(d) If at any time the Remarketing Agent is unable or unwilling to act as Remarketing Agent, the Remarketing Agent may resign, upon 30 days' prior written notice to the University, the Paying Agent, the State Treasurer and the Bank. The Remarketing Agent may be removed at any time by the University, by written notice signed by the University delivered to the Remarketing Agent, the Paying Agent, the State Treasurer and the Bank. Upon resignation or removal of the Remarketing Agent the University shall appoint a successor Remarketing Agent meeting the qualifications of Section 803(c) hereof. Upon the resignation or removal of the Remarketing Agent, the University shall pay over, assign and deliver any moneys and Bonds held by it to its successor. The Paying Agent shall, within 30 days of the resignation or removal of the Remarketing Agent or the appointment of a successor Remarketing Agent, mail notice thereof to registered owners of the Bonds.