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 | Board of Visitors minutes November 11, 1994 |  |
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| ARTICLE I | ||
| DEFINITIONS; RULES OF CONSTRUCTION | ||
| Section 1.1 | Definitions | 2 |
| Section 1.2 | Rules of Construction; Use of Words and Phrases | 10 |
| ARTICLE II | ||
| AUTHORIZATION, FORM, EXECUTION, DELIVERY, REGISTRATION AND PAYMENT OF BONDS | ||
| Section 2.1 | Authorization of Bonds | 11 |
| Section 2.2 | Details of Bonds | 11 |
| Section 2.3 | Form of Bonds | 12 |
| Section 2.4 | Execution of Bonds | 12 |
| Section 2.5 | Transfer of Bonds | 13 |
| Section 2.6 | Exchange of Bonds | 13 |
| Section 2.7 | Bond Register; Notices; Persons Treated as Owners | 13 |
| Section 2.8 | Temporary Bonds | 14 |
| Section 2.9 | Bonds Mutilated, Lost, Destroyed or Stolen | 14 |
| Section 2.10 | Terms and Conditions for Issuance of Bonds | 15 |
| Section 2.11 | Book-Entry Provisions | 16 |
| Section 2.12 | Short Term Period | 18 |
| Section 2.13 | Long Term Period | 20 |
| Section 2.14 | Conversion Option | 21 |
| ARTICLE III | ||
| REDEMPTION AND PURCHASE OF BONDS | ||
| Section 3.1 | Redemption of Bonds | 22 |
| Section 3.2 | Redemption by the University | 22 |
| Section 3.3 | Notice of Redemption | 22 |
| Section 3.4 | Redemption Payments | 24 |
| Section 3.5 | Partial Redemption of Bonds | 24 |
| Section 3.6 | Purchase of Bonds in Lieu of Redemption | 24 |
| Section 3.7 | Mandatory Tender of Bonds on Mandatory Tender Date | 24 |
| Section 3.8 | Demand Purchase Option | 25 |
| Section 3.9 | Funds for Purchase of Bonds | 26 |
| Section 3.10 | Delivery of Purchased Bonds | 26 |
| Section 3.11 | Delivery of Proceeds of Sale of Purchased Bonds | 27 |
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| Section 3.12 | Duties of Paying Agent and Tender Agent with Respect to Purchase of Bonds | 27 |
| Section 3.13 | Liquidity Facility | 28 |
| ARTICLE IV | ||
| CUSTODY AND APPLICATION OF PROCEEDS OF BONDS | ||
| Section 4.1 | Custody and Application of Proceeds of Bonds | 29 |
| Section 4.2 | Project Fund | 29 |
| Section 4.3 | Costs of the Project | 29 |
| Section 4.4 | Payments from Project Fund | 30 |
| Section 4.5 | Disposition of Balance in Project Fund | 31 |
| ARTICLE V | ||
| REVENUES AND FUNDS | ||
| Section 5.1 | Debt Service Fund | 31 |
| Section 5.2 | Payments into the Debt Service Fund | 32 |
| Section 5.3 | Use of Moneys in the Debt Service Fund | 32 |
| Section 5.4 | Payments to Owners | 32 |
| Section 5.5 | Pledge of Funds and Accounts | 32 |
| Section 5.6 | Moneys Held in Trust | 33 |
| Section 5.7 | Cancellation of Bonds Upon Payment | 33 |
| ARTICLE VI | ||
| GENERAL COVENANTS | ||
| Section 6.1 | Payment of Principal and Interest; Pledge of General Revenues | 33 |
| Section 6.2 | Rights of Owners Not to Be Impaired | 34 |
| Section 6.3 | Further Instruments and Actions | 34 |
| Section 6.4 | Accurate Records and Accounts | 34 |
| Section 6.5 | Recognized Accounting Principles | 35 |
| Section 6.6 | Tax Covenants | 35 |
| Section 6.7 | Qualified Tax-Exempt Obligations | 36 |
| ARTICLE VII | ||
| SPECIAL COVENANTS | ||
| Section 7.1 | Insurance | 36 |
| Section 7.2 | Continuing Disclosure | 36 |
| Section 7.3 | Additional Indebtedness and Encumbrances | 36 |
| Section 7.4 | Disposition of Assets | 39 |
| Section 7.5 | Rate Covenant | 40 |
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| Section 7.6 | Computation Assumptions | 40 |
| ARTICLE VIII | ||
| EVENTS OF DEFAULT AND REMEDIES | ||
| Section 8.1 | Events of Default | 41 |
| Section 8.2 | Remedies | 42 |
| Section 8.3 | Pro Rata Application of Funds | 44 |
| Section 8.4 | Effect of Discontinuance of Proceedings | 45 |
| Section 8.5 | Proceedings for Equal Benefit of All Owners | 45 |
| Section 8.6 | No Remedy Exclusive | 46 |
| Section 8.7 | No Delay or Omission Construed To Be a Waiver | 46 |
| ARTICLE IX | ||
| EXECUTION OF INSTRUMENTS BY OWNERS AND PROOF OF OWNERSHIP OF BONDS | ||
| Section 9.1 | Execution of Instruments; Proof of Ownership | 46 |
| ARTICLE X | ||
| SUPPLEMENTAL RESOLUTIONS | ||
| Section 10.1 | Supplemental Resolutions | 47 |
| Section 10.2 | Modification of Resolution with Consent of Owners | 48 |
| Section 10.3 | Supplemental Resolutions Part of This Resolution | 49 |
| Section 10.4 | Amendments of Series Resolution Prior to Delivery of Bonds | 50 |
| ARTICLE XI | ||
| DEFEASANCE | ||
| Section 11.1 | Defeasance | 50 |
| ARTICLE XII | ||
| MISCELLANEOUS PROVISIONS | ||
| Section 12.1 | Effect of Covenants | 52 |
| Section 12.2 | Successor Paying Agents or Registrars | 52 |
| Section 12.3 | Manner of Giving Notice | 52 |
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| Section 12.4 | Alternative Notice | 53 |
| Section 12.5 | Effect of Partial Invalidity | 53 |
| Section 12.6 | Governing Law | 53 |
| Section 12.7 | Filings | 53 |
| Section 12.8 | Approval, Execution and Delivery of Necessary and Appropriate Documents | 53 |
| Section 12.9 | Bond Delivery | 54 |
| Section 12.10 | Repeal of Inconsistent Provisions | 54 |
Exhibit A -- Form of Bond
| Board of Visitors minutes November 11, 1994 | |