University of Virginia Library

ARTICLE VIII
MISCELLANEOUS

Section 801. Defeasance. If the principal of, premium if any and interest on the Notes shall be paid in full when due, whether at maturity or by redemption, or if moneys and obligations of or guaranteed by the United States in an amount which, together with interest thereon, shall be sufficient to pay when due the principal of and premium, if any, on the Notes and interest on the Notes until due or until such earlier date as the University may have fixed for the redemption of the Notes, shall be held by the Depository as Paying Agent in a fund irrevocably assigned for the benefit of the holders of the Notes, then the covenants, agreements and other obligations of the University under this Note Resolution shall thereupon cease, terminate and become void and be discharged and satisfied, and thereupon all of the assets and funds pledged to secure the Notes shall forever be free and clear of such covenants. Amounts so held may include or be invested in obligations of or guaranteed by the United States, provided, however, that said investments mature not later than the due date, whether at maturity or by redemption, of the Notes. If the due date of the Notes shall have been fixed by the University as earlier than May 5, 1983, then at least 30 and not more than 60 days before such date the Depository shall in the name and at the expense of the University shall cause to be published the notice of redemption required by this Note Resolution.

Section 802. Depository and Paying Agents. The Depository and Paying Agent and the Co-Paying Agent shall be appointed by the Comptroller of the University at or before the delivery of the Notes, and shall signify their acceptance of the duties and obligations imposed upon them by this Note Resolution by executing and delivering to the University a written acceptance thereof. They may become the owner of any Notes and may otherwise deal with the University, with the same rights they would have if they were not Depository or Paying Agent or Co-Paying Agent.

Section 803. Performance of Obligations. The Rector, Vice President for Business and Finance, Secretary and Assistant Secretary are, and each of them hereby is, authorized to do and perform all things, and to execute all papers in the name of the University or otherwise, and to make all payments, necessary or desirable to the end that the University may carry out the purposes of this Note Resolution and the Notes.

Section 804. No Recourse on Notes. No recourse shall be had for the payment of the principal of or the interest on the Notes or for any claim based thereon or on the Note Resolution against any Visitor or officer of the University or any person executing the Notes.

Section 805. Investment of the Note Account. Moneys in the Note Account, on instructions confirmed in writing by an Authorized Officer, shall be invested and reinvested by the Depository holding the same in Investment Obligations maturing in the amounts and at the times necessary to provide funds to make the payments to which such moneys are applicable, as determined by such Authorized Officer, but in no event later than May 5, 1983. In addition to the investment of moneys in Investment Obligations as aforesaid, the Depository shall, upon direction of an Authorized Officer, confirmed in writing, deposit moneys from the Note Account in interest-bearing time accounts or certificates of deposit with itself, or shall make other similar banking arrangements with itself or another bank, savings and loan association, trust company or financial institution. Such deposits, to the extent not insured by federal deposit insurance, shall be continuously secured in accordance with the provisions of the Virginia Security for Public Deposits Act.

All instruments evidencing any such investments shall be retained in trust for the benefit of the holders of the Notes and shall be held in the physical possession of the Depository, or held for the Depository in safekeeping by another financial institution or a Federal Reserve Bank, or registered in the name of the Depository, in each such instance recognizing the fiduciary obligation of the Depository to the holders of the Notes and subject to the pledge hereof.

Section 806. Supplemental Resolutions. The University may, without the consent of or notice to any of the Noteholders, enter into a resolution or resolutions supplemental to this Note Resolution as shall not be inconsistent with the terms and provisions thereof for any one or more of the following purposes:

(a) to cure any ambiguity or formal defect or omission in this Note Resolution;

(b) to grant or confer upon the Noteholders any additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the Noteholders; and

(c) to subject to this Note Resolution additional revenues, properties or collateral.

Section 807. Remedies. In the event that the University shall default in the payment of principal of or interest on the Notes after the same shall become due, whether at maturity or by redemption, and such default shall continue for a period of thirty days, or in the event that the University shall fail or refuse to comply with the provisions of the Act, or shall default in any agreement made with the holders of the Notes, the holders of twenty-five per centum in aggregate principal amount of the Notes then outstanding, by instrument or instruments filed with the Governor and proved or acknowledged in the same manner as a deed to be recorded, may appoint a trustee to represent the holders of the Notes for the purposes herein provided.

Such trustee may, and upon written request of the holders of twenty-five per centum in principal amount of the Notes then outstanding shall, in his or its own name:

(1) By mandamus or other suit, action or proceeding at law or in equity enforce all rights of the holders of the Notes, including the right to require the University and its Board of Visitors to carry out any agreements with the holders of the Notes and to perform it and their duties under the Act;

(2) Bring suit upon the Notes;

(3) By action or suit in equity, require the University to account as if it were the trustee of an express trust for the holders of the Notes;

(4) By action or suit in equity, enjoin any acts or things which may be unlawful or in violation of the rights of the holders of the Notes.

Such trustee shall, in addition to the foregoing, have and possess all of the powers necessary or appropriate for the exercise of any functions specifically set forth in the Act or incident to the general representation of the holders of the Notes represented by such trustee in the enforcement and protection of their rights.

Section 808. Effective Date. This Note Resolution shall be effective immediately.