Board of Visitors minutes :: November 30, 1984 :: 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

ARTICLE I. DEFINITIONS

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

ARTICLE III. REMARKETING AND PURCHASE OF BONDS

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

ARTICLE V. REDEMPTION OF BONDS

ARTICLE VI FUNDS AND ACCOUNTS

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.

ARTICLE VIII. AMENDMENTS AND SUPPLEMENTS

ARTICLE IX. MISCELLANEOUS

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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

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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.