University of Virginia Library

RESOLUTION AUTHORIZING DORMITORY REVENUE BONDS

Mr. Hartfield made a motion, seconded by Mr. Montague, that the following resolution be adopted

WHEREAS, by Article 2, Chapter 9, Title 23, Code of Virginia, 1950, as amended, the Board of
Visitors of the University of Virginia is declared to be a corporation under the style of the Rector
and Visitors of the University of Virginia (hereinafter sometimes called the "Board"), and is vested
with the supervision, management and control of the University of Virginia at Charlottesville,
Virginia, and

WHEREAS, by Chapter 3, Title 23, Code of Virginia, 1950, as amended (hereinafter sometimes
called the "Act"), the University of Virginia, an institution under the name and style of The Rector
and Visitors of the University of Virginia, at Charlottesville (hereinafter sometimes called the
"Institution"), is classified as an educational institution, is declared to be a public body and is
constituted a governmental instrumentality for the dissemination of education, and

WHEREAS, by virtue of the Act the Board, with the consent and approval of the Governor of the
State of Virginia, is authorized and empowered

WHEREAS, in order to alleviate the shortage of housing facilities at the Institution, the Board
has heretofore determined to construct seven new dormitories (said new dormitories to house approximately
840 students and being hereinafter sometimes collectively called the "Project"), and

WHEREAS, the Board has estimated that four of the seven dormitories comprising the Project and
housing 480 students will be completed and placed in operation in time for the fall semester of 1963
and that the remaining three dormitories will be completed and placed in operation in time for the
fall semester of 1964, and

WHEREAS, for the purpose of paying the cost of the Project, the Board has determined to issue
dormitory revenue bonds of the Institution in the aggregate principal amount of Three Million Dollars
($3,000,000), the proceeds of such amount of bonds being estimated to be sufficient to pay the cost
of the Project, now, therefore,

BE IT RESOLVED by the Rector and Visitors of the University of Virginia

ARTICLE I

Definitions

Section 101. In addition to words and terms elsewhere defined in this resolution, the following
words and terms as used in this resolution shall have the following meanings, unless some other
meaning is plainly intended

Section 102. Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders. Unless the context shall otherwise indicate, the
words "bond", "coupon", "owner", "holder" and "person" shall include the plural as well as the
singular number, the word "person" shall include corporations and associations, including public
bodies, as well as natural persons, and the word "holder" or "bondholder" when used herein with
respect to bonds issued hereunder shall mean the holder of bonds at the time issued and outstanding
hereunder.

ARTICLE II.

Authorization, Form, Execution and Delivery of Bonds.

Section 201. For the purpose of paying the cost of the Project, there shall be issued dormitory
revenue bonds of the Institution in the aggregate principal amount of Three Million Dollars
($3,000,000). The bonds shall be designated "The Rector and Visitors of the University of Virginia
Dormitory Revenue Bonds (Series 1962)", shall consist of 600 bonds of the denomination of $5,000
each, numbered 1 to 600, inclusive, shall be dated as of the 15th day of June, 1962, shall be
stated to mature (without right of prior redemption), in numerical order, lowest numbers first, on
the 15th day of June in the following years and in the following amounts, respectively:

                                                           

Year of Maturity	Principal Amount
1964	$ 80,000
1965	65,000
1966	65,000
1967	70,000
1968	70,000
1969	75,000
1970	75,000
1971	80,000
1972	80,000
1973	85,000
1974	85,000
1975	90,000
1976	95,000
1977	95,000
1978	100,000
1979	$105,000
1980	105,000
1981	110,000
1982	115,000
1983	120,000
1984	120,000
1985	125,000
1986	130,000
1987	135,000
1988	140,000
1989	145,000
1990	150,000
1991	155,000
1992	135,000

and shall bear interest from their date until their payment at a rate or rates not exceeding six
per centum (6%) per annum as shall hereafter be determined by the Board and by the Treasury Board,
such interest to the respective maturities of the bonds being payable semi-annually on the 15th
days of June and December in each year. Both the principal of and the interest on the bonds shall
be payable at the office of the State Treasurer in the City of Richmond, Virginia, in any coin or
currency of the United States of America which, on the respective dates of payment thereof, is
legal tender for the payment of public and private debts.

Section 202. The bonds shall bear the facsimile signature of the Rector of the University of
Virginia and shall be signed by the Comptroller of the University of Virginia, and the official
seal of The Rector and Visitors of the University of Virginia shall be impressed on the bonds. The
interest coupons to be attached thereto shall be executed with the facsimile signature of the Rector
of the University of Virginia. The bonds and coupons shall be, respectively, in substantially the
following forms:

(Form of Bonds)

No. . . . . . .

$5,000

United States of America
State of Virginia

THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA

DORMITORY REVENUE BOND (SERIES 1962)

The Rector and Visitors of the University of Virginia, for value received, hereby promises to
pay, solely from the special fund provided therefor as hereinafter set forth, to the bearer on the
15th day of June, 19..., upon the presentation and surrender hereof, the principal sum of

FIVE THOUSAND DOLLARS

and to pay, solely from said special fund, interest thereon from the date hereof at the rate of ....
........................... per centum (.........%) per annum until payment of such principal sum,
such interest to the maturity hereof being payable semi-annually on the 15th days of June and
December in each year upon the presentation and surrender of the attached coupons representing such
interest as the same respectively become due. Both the principal of and the interest on this bond
are payable at the office of the State Treasurer in the City of Richmond, Virginia, in any coin
or currency of the United States of America which, on the respective dates of payment thereof, is
legal tender for the payment of public and private debts.

This bond shall not be deemed to constitute a debt of the State of Virginia or a pledge of the
faith and credit of the State, but shall be payable as to both principal and interest solely from
the special fund provided therefor as hereinafter set forth.

This bond is one of a duly authorized issue of $3,000,000 dormitory revenue bonds (hereinafter
called the "bonds"), known as "The Rector and Visitors of the University of Virginia Dormitory
Revenue Bonds (Series 1962)", consisting of bonds maturing in annual instalments on the 15th day of
June in the years 1964 to 1992, inclusive, and issued for the purpose of paying the cost of
constructing seven new dormitories at the University of Virginia, Charlottesville, Virginia (said
seven new dormitories being herein collectively called the "Project"). The proceeds of the bonds
are estimated to be sufficient to pay the cost of the Project.

All of the bonds are issued under and pursuant to a resolution (herein called the "Resolution")
duly adopted by the Rector and Visitors of the University of Virginia (herein sometimes called the
"Board") on June 1, 1962. Reference is hereby made to the Resolution for the provisions, among
others, with respect to the custody and application of the proceeds of the bonds, the collection
and disposition of revenues, the fund charged with and pledged to the payment of the interest on and
the principal of the bonds, the nature and extent of the security, the rights, duties and obligations
of the Board and the rights of the holders of the bonds, and, by the acceptance of this bond, the
holder hereof assents to all of the provisions of the Resolution.

This bond is issued and the Resolution was adopted under and pursuant to the Constitution and laws
of the State of Virginia, particularly Chapter 3, Title 23, Code of Virginia, 1950, as amended. The
Resolution provides for the fixing, revising, charging and collecting by the Board of fees, rents
and charges for or in connection with the use, occupation or services of the Project in order that
such fees, rents and charges will be sufficient to provide funds to pay the cost of maintaining,
repairing and operating the Project and to pay the principal of and the interest on the bonds as
the same shall become due and payable. The Resolution also provides for the deposit of a sufficient
amount of such fees, rents and charges over and above such cost of maintenance, repair and operation,
to the credit of a special fund designated "The Rector and Visitors of the University of Virginia
Dormitory Revenue Bonds (Series 1962) Interest and Sinking Fund", to pay the principal of and the
interest on the bonds as the same shall become due and payable, and said special fund is pledged to
and charged with the payment of such principal and interest.

As declared by said Chapter 3, this bond shall be fully negotiable within the meaning and for
all the purposes of Chapter 10, Title 6, Code of Virginia, 1950, as amended.

All acts, conditions and things required by the Constitution and laws of the State of Virginia
and the rules and regulations of the Board to happen, exist and be performed precedent to and in the
issuance of this bond have happened, exist and have been performed as so required.

IN WITNESS WHEREOF, The Rector and Visitors of the University of Virginia have caused this bond
to be issued in its name and have caused this bond to bear the facsimile signature of the Rector of
the University of Virginia and to be signed by the Comptroller of said University, and the official
seal of The Rector and Visitors of the University of Virginia to be impressed hereon, and the attached
interest coupons to be executed with the facsimile signature of said Rector, all as of the 15th day
of June, 1962.

..........................................
Comptroller of the University of Virginia

.....................................
Rector of the University of Virginia

(From of Coupons)

No..............

$..............

On ...................1, 19...,

The Rector and Visitors of the University of Virginia will pay to bearer at the office of the
State Treasurer in the City of Richmond, Virginia, upon presentation and surrender hereof, the sum
of ...................................... Dollars in any coin or currency of the United States of
America which at the time of payment is legal tender for the payment of public and private debts,
solely from the special fund referred to in, and for the semi-annual interest then due upon, its
Dormitory Revenue Bond (Series 1962), dated as of June 15, 1962, No....................

____________________
Rector of the University of Virginia.

Section 203. The proceeds (including accrued interest) of the bonds shall be paid into the
State Treasury and deposited to the credit of the special fund hereinafter created and designated
"The Rector and Visitors of the University of Virginia Dormitory Revenue Bonds (Series 1962)
Construction Fund" (hereinafter sometimes called "Construction Fund").

Section 204. In case any bond issued hereunder shall become mutilated or be destroyed or lost,
the Board shall cause to be executed a new bond of like date, number and tenor in exchange and substitution
for and upon the cancellation of such mutilated bond and its interest coupons, if any, or
in lieu of and in substitution for such bond and its coupons, if any, destroyed or lost, upon the
holder's paying the reasonable expenses and charges of the Board in connection therewith and, in the
case of a bond destroyed or lost, his filing with the Board evidence satisfactory to the Board that
such bond and coupons, if any, were destroyed or lost, and of his ownership thereof, and furnishing
the Board with indemnity satisfactory to the Board.

ARTICLE III.

Custody and Application of Proceeds of Bonds

Section 301. A special fund is hereby created in the State Treasury and designated "The Rector
and Visitors of the University of Virginia Dormitory Revenue Bonds (Series 1962) Construction Fund"
(herein sometimes called the "Construction Fund"), to the credit of which there shall be deposited
the proceeds of the bonds required to be so deposited by Section 203 of this resolution. The
moneys in the Construction Fund shall be held in trust and applied to the payment of the cost of
the Project and, pending such application, shall be subject to a lien and charge in favor of the
holders of the bonds issued and outstanding under this resolution and for the future security of
such holders until paid out or transferred as herein provided.

Section 302. Payment of the cost of the Project shall be made from the Construction Fund as
provided by law

Section 303. For the purposes of this resolution the cost of the Project may include, without
intending thereby to limit or restrict or to extend any proper definition of such cost under any
applicable laws or this resolution, the following

Section 304. When the Project shall have been completed, as evidenced by a certificate signed
by the President or the Comptroller of the Institution and filed with the Secretary to the Board,
any balance in the Construction Fund not deemed by the Board to be necessary to be reserved and so
reserved by it for the payment of any remaining part of the cost of the Project shall be transferred
to the credit of the Sinking Fund

ARTICLE IV

Revenues and Funds

Section 401. The Board covenants that it will at all times fix, charge and collect fees, rents
and charges for or in connection with the use, occupation or services of the Project, and that from
time to time and as often as it shall appear to be necessary it will revise such fees, rents and
charges in order that such fees, rents and charges will at all times be sufficient to provide for
the payment of the Current Expenses and to provide for making deposits to the credit of the Sinking
Fund in each fiscal year under the provisions of Section 404 of this Article of an amount equal to one
hundred ten per centum (110%) of the interest which will become due and payable on December 15 of
such fiscal year and of the principal and interest which will become due and payable on June 15 of
such fiscal year

Section 402. The Board covenants that, notwithstanding any other facilities which may now or
hereafter be available for the housing of students at the Institution, it will require a sufficient
number of students at the Institution to use and occupy the Project and will adopt and enforce such
parietal and other rules and regulations as will assure that the Project will be fully utilized at
all times during the regular school session at the Institution and will be utilized to the fullest
extent practicable at all times during any summer school session at the Institution. The Board
further covenants that there shall be no free student occupancy of the Project, with the exception
of a reasonable number of resident proctors and student advisors

Section 403. A special fund is hereby created in the State Treasury and designated "The Rector
and Visitors of the University of Virginia Dormitory Revenue Bonds (Series 1962) Revenue Fund"
(hereinafter sometimes called the "Revenue Fund"). The Board covenants that all fees, rents,
charges and other revenues derived from the operation or ownership of the Project will be collected
by the Board and deposited to the credit of the Revenue Fund. Payment of Current Expenses shall be
made from the Revenue Fund as provided by law

Section 404. A special fund is hereby created in the State Treasury and designated "The Rector
and Visitors of the University of Virginia Dormitory Revenue Bonds (Series 1962) Interest and
Sinking Fund" (herein sometimes called the "Sinking Fund"). The Board covenants that, on or before
the 5th day of December in each fiscal year, it will provide for the transfer from moneys held for
the credit of the Revenue Fund to the credit of the Sinking Fund of an amount equal to one hundred
ten per centum (110%) of the interest which will become due and payable on December 15 of such
fiscal year and that, on or before the 5th day of June in each fiscal year, it will provide for the
transfer from moneys held for the credit of the Revenue Fund to the credit of the Sinking Fund of
an amount equal to one hundred ten per centum (110%) of the principal and interest which will
become due and payable on June 15 of such fiscal year, provided, however, that if the amount so
transferred to the credit of the Sinking Fund in any December or June shall be less than the
required amount, the requirement therefor shall nevertheless be cumulative and the amount of any

deficiency in any December or June shall be added to the amount otherwise required to be transferred
in each December or June thereafter until such time as such deficiency shall have been made up, and
provided, further, that when the moneys held for the credit of the Sinking Fund shall equal the
principal of the outstanding bonds and the interest which will become due and payable thereon to
their respective maturities, no further transfer need be made to the credit of the Sinking Fund. The
balance in the Revenue Fund, if any, after making any transfer under the provisions of this Section
shall be used for the purposes of the Institution as provided by law

Section 405. Subject to the provisions of this resolution, moneys held for the credit of the
Sinking Fund shall be held in trust and applied (a) to the payment of interest upon the bonds as
such interest becomes due and payable, or (b) to the payment of the principal of the bonds at their
respective maturities, and such moneys are hereby pledged to and charged with the payments mentioned
in this Section

Section 406. The moneys in the Revenue Fund and the Sinking Fund shall be held in trust and
applied as hereinabove provided and, pending such application, shall be subject to a lien and charge
in favor of the holders of the bonds issued and outstanding under this resolution and for the further
security of such holders until paid out or transferred as herein provided

Section 407. All bonds and interest coupons shall be cancelled upon their payment. Such bonds
and coupons may be cremated by the State Treasurer, who shall execute a certificate of cremation in
duplicate describing the bonds and coupons so cremated except that the numbers of the bonds to which
such coupons appertain may be omitted unless otherwise directed by the Board, and one executed
certificate shall be filed with the Comptroller of the Institution and the other executed certificate
shall be retained by the State Treasurer.

ARTICLE V.

Investment of Funds.

Section 501. Moneys held for the credit of the Construction Fund shall, as nearly as may be
practicable, be invested and reinvested by the State Treasurer in securities which are defined as
legal investments for public funds or deposited and redeposited in interest bearing time deposits
and certificates of deposit of national banks located within the State of Virginia and of banks
organized pursuant to Chapter 2 (§ 6-5 et seq.) of Title 6, Code of Virginia, 1950, as amended,
all as provided in and subject to the terms, limitations and conditions of Sections 298, 299 of
Title 2, Chapter 17, Code of Virginia, 1950, as amended, which shall mature, or which shall be
subject to redemption or withdrawal by the holder or depositor thereof at the option of such holder
or depositor, not later than ninety (90) days after the date of such investment or deposit

Moneys held for the credit of the Sinking Fund shall, as nearly as may be practicable, be
invested and reinvested by the State Treasurer in securities which are defined as legal investments
for sinking funds in Section 297 of Title 2, Chapter 17, Code of Virginia, 1950, as amended, which
shall mature, or which shall be subject to redemption by the holder thereof at the option of such
holder, not later than June 15, 1992

Section 502. Obligations so purchased as an investment of moneys in any such Fund shall be
deemed at all times to be a part of such Fund, and the interest accruing thereon and any profit
realized from such investment shall be credited to such Fund, and any loss resulting from such
investment shall be charged to such Fund

The State Treasurer shall sell at the best price obtainable or present for
redemption any obligations so purchased whenever it shall be necessary so to do in order to provide
moneys to meet any payment or transfer from any such Fund. Neither the State Treasurer nor the
Board shall be liable or responsible for any loss resulting from any such investment

ARTICLE VI.

Particular Covenants.

Section 601. The Board covenants that it will promptly pay the principal of and the interest
on each and every bond issued under the provisions of this resolution at the place, on the dates
and in the manner provided herein and in said bonds and in the coupons appertaining thereto, according
to the true intent and meaning thereof. The principal and interest are payable solely from the
revenues derived from the ownership or operation of the Project, which revenues are hereby pledged
to the payment thereof in the manner and to the extent hereinabove particularly specified, and
nothing in the bonds or in this resolution shall be deemed to constitute the bonds a debt of the State
of Virginia or a pledge of the faith and credit of the State, nor shall the bonds ever be or become
a charge against the State of Virginia

Section 602. The Board covenants that it will establish and enforce reasonable rules and
regulations governing the use of the Project and the operation thereof, that all compensation,
salaries, fees and wages paid by it in connection with the maintenance, repair and operation of the
Project will be reasonable, that it will maintain and operate the Project in an efficient and
economical manner, that, from the revenues of the Project, it will at all times maintain the same
in good repair and in sound operating condition and will make all necessary repairs, renewals and
replacements, that it will observe and perform all of the terms and conditions contained in the Act,
and that it will comply with all valid acts, rules, regulations, orders and directions of any
legislative, executive, administrative or judicial body applicable to the Project

Section 603. The Board covenants that it will not create or suffer to be created any lien
or charge upon the Project or any part thereof or upon the revenues therefrom ranking equally with
or prior to the lien and charge of the bonds secured hereby upon such revenues, and that, from
such revenues or other available funds, it will pay or cause to be discharged, or will make
adequate provision to satisfy and discharge, within sixty (60) days after the same shall accrue,
all lawful claims and demands for labor, material, supplies or other objects which, if unpaid,
might by law become a lien upon the Project or any part thereof or the revenues therefrom,
provided, however, that nothing in this Section contained shall require the Board to pay or cause
to be discharged, or make provision for, any such lien or charge so long as the validity thereof
shall be contested in good faith and by appropriate legal proceedings

Section 604. Notwithstanding any other provision of this resolution, nothing herein shall be
construed to prevent the Board from paying all or any part of the Current Expenses from any funds
available to the Board for such purpose, or from depositing any funds available to the Board for
such purpose in the Sinking Fund for the payment of the interest on or the principal of the bonds
issued under the provisions of this resolution

Section 605. The Board covenants that from and after the time when the contractors or any of
them engaged in constructing the Project or any part thereof shall cease to be responsible, pursuant
to the provisions of the respective contracts for the construction of the Project or such
part, for loss or damage to the Project or such part occurring from fire or lightning, it will insure
and at all times keep the Project or such part insured with a responsible insurance company or
companies, qualified to assume the risk thereof, against physical loss or damage caused by fire or
lightning, with such exceptions as are ordinarily required by insurers of structures of facilities
of similar type, in an amount not less than eighty per centum (80%) of the replacement value of the
Project or such part, less depreciation, provided, however, that such amount of insurance shall at
all times be sufficient to comply with any legal or contractual requirement which, if breached,
would result in assumption by the Board of a portion of any loss or damage as a co-insurer, and
such insurance may provide for the deduction from each claim for loss or damage (except in case of
a total loss) of not more than two per centum (2%) of the total amount of insurance required by the
application of the co-insurance clause, and provided, further, that if at any time the Board shall
be unable to obtain such insurance to the extent above required, either as to amount of such
insurance or as to the risks covered thereby or the deductible provision thereof, it will not
constitute an event of default under the provisions of this resolution if the Board shall carry
such insurance to the extent reasonably obtainable

The proceeds of such insurance shall be available for, and shall to the extent necessary be
applied to, the repair, replacement or reconstruction of the damaged or destroyed property. If
such proceeds are more than sufficient for such purpose, the balance remaining shall be deposited
to the credit of the Sinking Fund. If such proceeds, with other available funds, shall be
insufficient for such purpose, such proceeds shall be deposited to the credit of the Sinking Fund
or shall be used to purchase bonds, as the Board by resolution may determine.

Section 606. The Board covenants that no contract or contracts will be entered into or any
action taken by which the rights of the bondholders might be impaired or diminished

Section 607. The Board covenants that it will keep an accurate record of the total cost of
the Project, of the fees, rents, charges and other revenues collected, and of the application of
such revenues. Such records shall be open at all reasonable times to the inspection of all
interested persons.

The Board further covenants that, if so requested in writing by any bondholder within the
month of July after the close of any fiscal year, it will cause the Comptroller of the Institution
to make a report from the books and accounts relating to the Project for the preceding fiscal year
Within the next two months copies of such report shall be filed with the Secretary to the Board
and the State Treasurer and shall be mailed by the Comptroller to all bondholders who shall have
filed their names and addresses with the Comptroller for such purpose. Each such report shall set
forth in respect of the preceding fiscal year an income and expense account for the Project, the
percentage of use of the Project, the details of all bonds paid, the amount on deposit at the end of
such fiscal year to the credit of each Fund created under the provisions of this resolution and the
details of any investment thereof, a schedule of all insurance policies which are then in effect,
stating with respect to each policy the name of the insurer, the amount, number and expiration date,
and the hazards and risks covered thereby, and also the findings of the Comptroller as to whether
the moneys received by the Board under the provisions of this resolution during such fiscal year
have been applied in accordance with the provisions of this resolution and whether the Board is in
default of any of the covenants contained in Sections 401 and 402 of this resolution

Section 608. The Board covenants that it will not sell or otherwise dispose of or encumber
the Project or any part thereof and will not create or permit to be created any charge or lien on
the revenues therefrom ranking equally with or prior to the charge or lien of the bonds secured
hereby on such revenues. The Board may, however, sell or dispose or permit the sale or disposal
by the Institution of any furniture, fixtures, apparatus, tools, instruments or other movable
property acquired for or in connection with the Project or any materials used in connection therewith,
if the Board shall determine by resolution that such articles are no longer needed or are no
longer useful in connection with the construction of the Project or the operation and maintenance
of the Project. The proceeds of any sale made under the authority of this Section shall be deposited
to the credit of the Sinking Fund

ARTICLE VII.

Remedies.

Section 701. In case the time for the payment of any coupon shall be extended, whether or not
such extension be by or with the consent of the Board, such coupon shall not be entitled in case of
default hereunder to the benefit or security of this resolution except subject to the prior payment
in full of the principal of all bonds then outstanding and of all coupons the time for the payment
of which shall not have been extended

Section 702. Each of the following events is hereby declared an "event of default", that is
to say. If

Section 703. Upon the happening and continuance of any event of default specified in Section 702
of this Article, then and in every such case any bondholder may proceed, subject to the provisions of
Section 705 of this Article, to protect and enforce the rights of the bondholders by a suit, action
or special proceeding in equity or at law, either for the specific performance of any covenant or
agreement contained herein or in aid or execution of any power herein granted or for the enforcement
of any proper legal or equitable remedy as such bondholder shall deem most effectual to protect and
enforce such rights

Section 704. In case any proceeding taken by any bondholder on account of any default shall
have been discontinued or abandoned for any reason, then and in every such case the Board and the
bondholders shall be restored to their former positions and rights, respectively, and all rights and
remedies of the bondholders shall continue as though no such proceeding had been taken.

Section 705. No holder of any of the bonds shall have any right in any manner whatever to affect,
disturb or prejudice the security of this resolution or to enforce any right hereunder, except in the
manner herein provided, and all proceedings at law or in equity shall be instituted, had and maintained
for the equal benefit of all bondholders

Section 706. No remedy herein conferred on the bondholders is intended to be exclusive of any
other remedy or remedies, and each and every remedy conferred shall be cumulative and shall be in addition
to every other remedy given hereunder or now or hereafter existing at law or in equity or by
statute

Section 707. No delay or omission of any bondholder to exercise any right or power accruing upon
any default occurring and continuing as aforesaid shall impair any such right or power or shall be
construed to be a waiver of any such default or an acquiescence therein, and every power and remedy
given by this Article to the bondholders may be exercised from time to time and as often as may be
deemed expedient

ARTICLE VIII.

Miscellaneous Provisions.

Section 801. All covenants, stipulations, obligations and agreements of the Board contained in
this resolution shall be deemed to be covenants, stipulations, obligations and agreements of the Board
to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations
and agreements shall be binding upon the successor or successors thereof from time to time and upon
any officer, board, body or commission to whom or to which any power or duty affecting such covenants,
stipulations, obligations and agreements shall be transferred by or in accordance with law

No covenants, stipulation, obligation or agreement herein contained shall be deemed to be a
covenant, stipulation, obligation or agreement of any present or future member, agent or employee of
the Board in his individual capacity, and neither the Governor of the State of Virginia nor the members
of the Board or of any other agency of the State of Virginia nor any officer thereof, present or future,
executing the bonds shall be liable personally on the bonds or be subject to any personal liability or
accountability by reason of the issuance thereof

Section 802. Any notice, demand, direction, request or other instrument authorized or required
by this resolution to be given to or filed with the Board shall be deemed to have been sufficiently
given or filed for all purposes of this resolution if and when sent by registered mail, return receipt
requested, to The Rector and Visitors of the University of Virginia, Charlottesville, Virginia

Section 803. The officers and agents of the Board are hereby authorized and directed to do all
acts and things required of them by the provisions of the bonds and this resolution for the full,
punctual and complete performance of all the terms, covenants, provisions and agreements contained in
the bonds and this resolution

Section 804. In case any one or more of the provisions of this resolution or of the bonds or
coupons issued hereunder shall for any reason be held to be illegal or invalid, such illegality or
invalidity shall not affect any other provision of this resolution or of the bonds or coupons, but
this resolution and the bonds and coupons shall be construed and enforced as if such illegal or
invalid provision had not been contained therein. In case any covenant, stipulation, obligation or
agreement contained in the bonds or in this resolution shall for any reason be held to be in violation
of law, then such covenant, stipulation, obligation or agreement shall be deemed to be the
covenant, stipulation, obligation or agreement of the Board to the full extent permitted by law.

Section 805. The Secretary to the Board is hereby authorized and directed to file a certified
copy of this resolution with the Governor and the Treasury Board

A vote being taken, said resolution was adopted by the following recorded vote: Ayes:
Albert V. Bryan, Norborne Berkeley, Thomas H. Blanton, William M. Camp, Hunter Faulconer, Charles
R. Fenwick, Joseph M. Hartfield, Edwin L. Kendig, Jr., Raynell G. Lantor, Lawrence Lewis, Jr.,
Walter B. Martin, E. Sclater Montague, Herbert C. Pollock, Frank W. Rogers, and Lewis M. Walker,
Jr. Nays: None.