 | Board of Visitors minutes February 9, 2007 |  |
ARTICLE II
AUTHORIZATION, FORM, EXECUTION, DELIVERY,
REGISTRATION AND PAYMENT OF THE NOTES
Section 2.1 Authorized Indebtedness; Authorization of the Notes; Establishment of Programs.
(a) The incurrence of short-term indebtedness in the form of commercial paper notes of the University is hereby authorized to finance all or any portion of the costs of any Projects. For the purpose of providing such funds, together with other available funds, there shall be issued, under the authority of the Act, Notes of the University. The Notes shall be designated "The Rector and Visitors of The University of Virginia Commercial Paper General Revenue Pledge Notes." The Notes shall be issued from time to time, in one or more Programs, in accordance with the Note Orders and Program Orders given to the Issuing and Paying Agent in accordance with Sections 2.2, 2.3 and 2.10. The Notes shall carry the designation of either "Series A (Tax-Exempt)" or "Series B (Taxable)", as appropriate. For the purposes of internal accounting and recordkeeping, each Note may be further designated to indicate the Program of which it is a part. For example, the internal designations may be "Series A-1 (Tax-Exempt)" and "Series B-1 (Taxable)" for the initial Program, "Series A-2 (Tax-Exempt)" and "Series B-2 (Taxable)" for the second Program and so forth. The University hereby covenants that no Notes shall be issued hereunder unless on the date of issuance thereof, there is in full force and effect authority for the issuance of such Notes in accordance with the Act. For all purposes of this Resolution, in computing the aggregate principal amount of Notes outstanding on any date, there shall be excluded the amount of any Original Issue Discount on any Note.
(b) The initial Program was established as of June 15, 2006, with the Notes issued at that time. From time to time, the University may establish a new Program hereunder as set forth in Section 2.10 hereof.
Section 2.2 Details of the Notes.
The Notes shall be substantially in the form set forth in Appendix A hereto and made a part hereof with such insertions, omissions or variations as may be deemed necessary or appropriate by the Authorized Officers of the University executing the same and as shall be permitted by the Act. The University hereby adopts the form of Note set forth in Appendix A hereto, and all of the covenants and conditions set forth therein, as and for the form of obligation to be incurred by the University. The covenants and conditions set forth in the form of Note are incorporated in this Resolution by reference and shall be binding upon the University as though set forth in full herein. The Notes may contain, or have endorsed thereon, any notations, legends or endorsements not inconsistent with the provisions of this Resolution that are necessary or desirable to meet any law, stock exchange rule or usage if approved by an Authorized Officer of the University prior to the authentication and delivery thereof. The execution and delivery of the Notes by the University in accordance with this Resolution shall be conclusive evidence of the approval of the form of the Notes by the University, including any insertions, omissions, variations, notations, legends or endorsements authorized by this Resolution.
The Notes shall be numbered in the manner determined by the Issuing and Paying Agent. Before authenticating and delivering any Note, the Issuing and Paying Agent shall complete the form of such Note.
Notes shall be issuable in denominations of $100,000 and integral multiples of $1,000 in excess of $100,000 and may be issued in registered or bearer form. Each Note shall be dated the date of its issuance.
Each Note shall mature on a Business Day determined by the Dealer in accordance with the provisions of this paragraph that is not later than the latest date that is not more than 270 days after the date of issuance of such Note; provided that no Note shall mature on a date which is after the Final Maturity Date.
On or before each date on which Notes are issued in accordance with Section 2.3, the Dealer shall determine the maturity date and interest rate for such Notes in accordance with this Section. The Dealer shall determine the maturity date of each Note on the date of issuance of such Note to be the date that, in the judgment of the Dealer as of the date of determination, when considered together with the maturity dates of other Notes, produces the greatest likelihood of the lowest net interest cost on the Notes to the University during each year.
It is recognized that (a) the Dealer may, in the exercise of its judgment, determine maturities for Notes that result in interest rates on Notes that are higher than those that would be borne by Notes with other maturity dates in order to increase the likelihood of achieving the lowest overall debt service cost on the Notes to the University and (b) in view of the uncertainties involved in forecasting interest rates, the Dealer may establish different maturities for Notes on the same date in order to achieve an average of maturities that, in its judgment, is most likely to achieve the lowest debt service on the Notes. The determination of maturity dates for Notes by the Dealer as herein provided shall be based upon the market for and the relative yields of the Notes and other securities that bear interest at a variable rate or at fixed rates that, in the judgment of the Dealer, are otherwise comparable to the Notes, or any fact or circumstance
Relating to the Notes or affecting the market therefor or affecting such other comparable securities in a manner that, in the judgment of the Dealer, will affect the market for the Notes.
Notwithstanding the foregoing provisions of this Section, upon receipt of notice from the University of the aggregate principal amount of Notes to be retired on any date, the Dealer shall determine maturity dates for Notes in a manner that shall permit the retirement of Notes on such date to the extent possible, taking into account the maturity dates of Commercial Paper Notes then Outstanding.
Each Note shall bear interest at the rate determined by the Dealer on or before the date of issuance thereof to be the minimum rate that, in the judgment of the Dealer, would enable the Dealer to sell such Commercial Paper Note on the date of issuance at a price equal to its fair market value considering similar securities. It is understood that different interest rates may be determined for Notes maturing on the same date. Interest on Series A (Tax-Exempt) Notes shall be calculated on the basis of the actual number of days elapsed in a year containing 365 or 366 days (as the case may be). Such interest shall be payable on the maturity date of such Notes. Series A (Tax-Exempt) Notes may only be sold at a price equal to 100% of the principal amount thereof.
Interest on Series B (Taxable) Notes shall be calculated on the basis of the actual number of days elapsed in a year containing twelve 30-day months. Such interest shall be payable on the maturity date of such Notes. Series B (Taxable) Notes may be sold at a price equal to the principal amount thereof less any original issue discount or premium thereon.
The Dealer shall give written notice of each interest rate and maturity date determined for any Note in any month to the University and the Issuing and Paying Agent in accordance with the terms of the Dealer Agreement. The Dealer and the Issuing and Paying Agent shall keep a record of each interest rate and maturity date determined in accordance with this Section and shall provide written confirmation thereof upon the request of the University from time to time.
The determination of the interest rates and maturity dates for Notes by the Dealer as provided in this Section shall be conclusive and binding on the Holders of such Notes, the University and the Issuing and Paying Agent.
Subject to the provisions of Section 2.3, from time to time upon receipt of written, facsimile, telecopy or telex instructions or notice transmitted directly to the Issuing and Paying Agent's computers or in such other manner as the Issuing and Paying Agent then employs as its normal business practice ("Issuance Instructions") on a Business Day from the University or the Dealer, the Issuing and Paying Agent shall complete, authenticate and deliver Note certificates to or upon the order of the Dealer in accordance therewith or, if the Book-Entry System is then in effect, give instructions for the issuance of Notes to DTC in the manner set forth in, and take such other actions as are required by, the Letter of Representations; provided that such Issuance Instructions are received by the Issuing and Paying Agent not later than 12:30 p.m., New York, New York time in the case of Notes to be issued in certificated form, or 1:00 p.m., New York, New York time if the Book-Entry System is then in effect (or, in either case such later time as shall be acceptable to the Issuing and Paying Agent) on the date on which such Notes are to be issued.
The Dealer shall comply with any procedures established by a Note Order in the determination of interest rates and maturity dates for Notes in accordance with this Section.
The principal of and interest on the Notes will be payable in any money of the United States of America that at the time of payment is legal tender for payment of public and private debts or by check payable in such money only upon presentation and surrender of such Notes at the Designated Office at the Issuing and Paying Agent.
Section 2.3 Conditions Precedent to Delivery of Notes.
(a) On or before the first date on which Notes were authenticated and delivered hereunder, there was delivered to the Issuing and Paying Agent each of the following:
- (i) a copy of this Resolution certified by an Authorized Officer of the University;
- (ii) counterparts of the Issuing and Paying Agency Agreement and the Dealer Agreement, each executed by the parties thereto;
- (iii) an opinion of Bond Counsel to the effect that (A) this Resolution has been duly authorized, executed and delivered by the University and, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitute valid and binding obligations of the University; and (B) the University is duly authorized and entitled to issue such Notes and, upon the execution, authentication and delivery of and payment for such Notes as provided in this Resolution and compliance by the University with the provisions hereof, the Notes will constitute valid and binding obligations of the University; and
- (iv) with respect to Series A (Tax-Exempt) Notes only, an opinion of Bond Counsel to the effect that the interest on such Series A (Tax-Exempt) Notes will be excluded from the gross income of the holder thereof for federal income tax purposes or from income taxation under the laws of the Commonwealth (subject to customary exceptions).
(b) Subject to the provisions of Section 2.1, Notes may be executed by the University and delivered to the Issuing and Paying Agent from time to time, whereupon the Issuing and Paying Agent shall authenticate and deliver such Notes to or upon the order of the Dealer against receipt of the purchase price thereof, but only upon delivery to the Issuing and Paying Agent and the Dealer, on or prior to such date, of (i) a Note Order authorizing the issuance of such Notes duly executed by the University, which shall (A) direct the authentication and delivery of such Notes, (B) specify the aggregate principal amount of Notes then to be delivered, (C) state the purchase price of such Notes, (D) state the dated date of such Notes, their interest rates and any Original Issue Discount on such Notes, (E) specify the Projects to be financed and refinanced with proceeds of such Notes, (F) specify the funds into which the proceeds of such Notes are to be deposited, (G) specify the series designation and Program designation of such Notes, and (H) whether or not a Liquidity Facility will be in effect with respect to such Notes; (ii) in the event that the projects being financed with the issuance of tax-exempt Notes are not projects that have
(c) Notwithstanding the provisions of paragraph (b) above, on the maturity date of any Outstanding Note, an additional Note or Notes in aggregate principal amount equal to the aggregate principal amount of Notes maturing on such date issued to refund such Notes to the extent and as provided in the Note Order authorizing the issuance of such Note shall be authenticated and delivered by the Issuing and Paying Agent to or upon the order of the Dealer against receipt of the purchase price thereof from time to time, provided that the Issuing and Paying Agent shall not authenticate or deliver any Notes after any Non-Issuance Notice shall have been received by the Issuing and Paying Agent.
(d) In accordance with the Act, the University may issue refunding bonds or notes to refund any Outstanding Notes pursuant to and in accordance with the provisions of any resolution of the University authorizing such refunding bonds or notes, which may provide (without limitation) for the refunding of Outstanding Notes in advance of the earliest redemption date for such Outstanding Notes.
Section 2.4 Execution of the Notes.
The Notes shall be executed in the name and on behalf of the University by its Chief Operating Officer and the official seal of the University shall be impressed, imprinted, reproduced or lithographed on the Notes. The signatures on the Notes may be by facsimile. In case any of the officers who shall have signed or attested any of the Notes shall cease to be such officer or officers of the University before the Notes so signed or attested shall have been issued by the University, such Notes may nevertheless be delivered and issued and, upon such delivery and issue, shall be as binding upon the University as though those who signed and attested the same had continued to be such officers of the University. Any Notes may be signed and attested on behalf of the University by such persons as at the actual date of execution of such Notes shall be the proper officers of the University although at the nominal date of such Notes any such person shall not have been such officer of the University.
Notes so executed shall be delivered to the Issuing and Paying Agent for authentication by it, and the Issuing and Paying Agent shall authenticate and deliver such Notes as herein provided and not otherwise.
Only such of the Notes as shall bear thereon a certificate of authentication, manually executed by the Issuing and Paying Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Resolution, and such certificate of the Issuing and Paying Agent shall be conclusive evidence that the Notes so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this Resolution.
Section 2.5 Transfer of the Notes.
The Notes may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of Section 2.7, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Notes for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form approved by the Issuing and Paying Agent.
Whenever any Notes shall be surrendered for registration of transfer, the University shall execute and the Issuing and Paying Agent shall authenticate and deliver new Notes, of authorized denominations of the same maturity and interest rate and for a like aggregate principal amount. Such transfer shall be without charge to the holder, except that the Issuing and Paying Agent shall require the Noteholder requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer.
Section 2.6 Exchange of the Notes.
The Notes may be exchanged at the office of the Issuing and Paying Agent for a like aggregate principal amount of the Notes of other authorized denominations of the same maturity and interest rate. Such exchange shall be without charge to the holder, except that the Issuing and Paying Agent shall require the Noteholder requesting such exchange to pay any tax or other governmental charge required to be paid with respect to such exchange.
Section 2.7 Note Register; Notices; Persons Treated as Owners.
The Issuing and Paying Agent will keep or cause to be kept, at its office, sufficient books for the registration and transfer of the Notes, which shall at all times during regular business hours upon reasonable notice be open to inspection by the University; and, upon presentation for such purpose, the Issuing and Paying Agent shall, under such reasonable regulations as it may prescribe, register or cause to be registered, on such books, the transfer or exchange of the Notes as hereinbefore provided. Notices sent to Noteholders pursuant to this Resolution shall be sent to the addresses shown on the registration books maintained by the Issuing and Paying Agent or such other address as may be filed with the Issuing and Paying Agent for such purpose. All notices required to be given by mail shall be given by first class mail, postage prepaid.
In addition to the other obligations imposed on the Issuing and Paying Agent hereunder, the Issuing and Paying Agent shall agree to deliver upon request a list of the names and addresses of the registered owners of the Notes, as follows:
- (i) to any Noteholder, if an Event of Default shall have occurred and be continuing; and
- (ii) to the registered holders of 25% or more in aggregate principal amount of the Notes then outstanding, at any time.
Prior to due presentment for registration of transfer of any Note, the Issuing and Paying Agent shall treat the registered owner as the person exclusively entitled to payment of principal, premium, if any, and interest and the exercise of all other rights and powers of the owner.
Section 2.8 Temporary Notes.
The Notes may be issued in temporary form exchangeable for definitive Notes when ready for delivery. Any temporary Note may be printed, lithographed or typewritten, shall be of such denomination as may be determined by the University and may contain such reference to any of the provisions of this Resolution as may be appropriate. A temporary Note may be in the form of a single Note payable in installments, each on the date, in the amount and at the rate of interest established for the Notes maturing on such date. Every temporary Note shall be executed by the University and be authenticated by the Issuing and Paying Agent upon the same conditions and in substantially the same manner as the definitive Notes. If the University issues temporary Notes it will execute and deliver definitive Notes as promptly thereafter as practicable, and thereupon the temporary Notes may be surrendered, for cancellation, in exchange therefor at the office of the Issuing and Paying Agent and the Issuing and Paying Agent shall authenticate and deliver in exchange for such temporary Notes an equal aggregate principal amount of definitive Notes of authorized denominations of the same maturity or maturities and interest rate. Until so exchanged, the temporary Notes shall be entitled to the same benefits under this Resolution as definitive Notes authenticated and delivered hereunder.
Section 2.9 Notes Mutilated, Lost, Destroyed or Stolen.
If any Note shall become mutilated, the University, at the expense of the owner of such Note, shall execute, and the Issuing and Paying Agent shall thereupon authenticate and deliver, a new Note of like tenor bearing a different number in exchange and substitution for the Note so mutilated, but only upon surrender to the Issuing and Paying Agent of the Note so mutilated. Every mutilated Note so surrendered to the Issuing and Paying Agent shall be canceled by it and shall be delivered to, or upon the order of, the University. If any Note shall be lost, destroyed or stolen, evidence of the ownership thereof and of such loss, destruction or theft may be submitted to the University and the Issuing and Paying Agent and, if such evidence be satisfactory to them and indemnity satisfactory to them shall be given, the University, at the expense of the owner, shall execute, and the Issuing and Paying Agent shall thereupon authenticate and deliver, a new Note of like tenor bearing a different number in lieu of and in substitution for the Note so lost, destroyed or stolen (or if any such Note shall have matured or shall be about to mature, instead of issuing a substitute Note, the Issuing and Paying Agent may pay the same without surrender thereof). The University may require payment of a sum not exceeding the actual cost of preparing each new Note issued under this Section and of the related expenses which may be incurred by the University and the Issuing and Paying Agent. Any Note issued under the provisions of this Section in lieu of any Note alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the University whether or not the Note so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be entitled to the benefits of this Resolution with all other Notes secured by this Resolution.
Section 2.10 The Establishment of New Programs.
(a) A new Program may be established hereunder for Series A (Tax-Exempt) Notes, from time to time, by the completion and execution by an Authorized Officer of the University, and the Notice to the Issuing and Paying Agent and the Dealer, of a New Program Order in substantially the form attached hereto as Exhibit C, and compliance with the provisions of Section 2.10(c) hereof. No further action shall be required to be taken by the Board or the Executive Committee in order to establish a new Program hereunder, other than as set forth in this Section 2.10. The establishment of a new Program, in and of itself, shall not require the consent of the holders of any Notes.
(b) A Program may be established from time to time to succeed another Program. On and after the date a new Program is established hereunder, no Notes may be issued under a prior Program; however, Notes may be issued to refund Notes under the prior Program and Outstanding Notes issued under a prior Program shall continue to be subject to the terms and provisions of this Resolution until their maturity date. It is the intention of the University that all Series 2003A Notes issued under a Program, as a part of one or more Series, for a period not greater than the 18-month period beginning on the date of the first issuance of Series A (Tax-Exempt) Notes under such Program (such period, the "New Money Issuance Period") shall constitute a single issue under the Code. Under each Program, Series A (Tax-Exempt) Notes may be issued during the New Money Issuance Period to finance or refinance (i) Costs of the Projects, (ii) certain costs of issuance of the Series A (Tax-Exempt) Notes or (iii) Series A (Tax-Exempt) Notes issued under such Program or a prior Program. After the New Money Issuance Period, Series A (Tax-Exempt) Notes may be issued under a Program only to refinance Notes previously issued under that Program.
(c) The establishment and effectiveness of a new Program shall be conditioned upon the delivery to the Issuing and Paying Agent of each of the following:
- (i) A fully executed copy of the New Program Order;
- (ii) Fully executed copies of a Tax Certificate and IRS Form 8038 with respect to such Program;
- (iii) An opinion of Bond Counsel with respect to such Program; and
- (iv) Such other documents, certificates and opinions as the Board, Bond Counsel, counsel to the Board, the Issuing and Paying Agent, the Dealer or the Dealer counsel may reasonably require.
Section 2.11 Book Entry Provisions.
The provisions of this Section 2.11 shall apply to the Notes so long as all of the Notes shall be maintained in book-entry form with Depository Trust Company ("DTC") or any other Securities Depository, any other provisions of this Resolution to the contrary notwithstanding.
On the date of the initial delivery of the Notes hereunder, the Issuing and Paying Agent shall authenticate a Master Note registered in the name of Cede & Co., as nominee of DTC, and deliver such Master Note to DTC.
The principal of and interest on the Notes shall be payable to the Securities Depository, or registered assigns, as the registered owner of the Notes, on each date on which the principal of or interest on the Notes becomes due in accordance with the Letter of Representation. Such payments shall be made to the offices of the Securities Depository specified by the Securities Depository to the University and Issuing and Paying Agent in writing. Without notice to or the consent of the Beneficial Owners of the Notes, the University and the Securities Depository may agree in writing to make payments in a manner different from that set out herein. In such event, the University shall give the Issuing and Paying Agent notice thereof, and the Issuing and Paying Agent shall make payments with respect to the Notes in the manner specified in such notice as if set forth herein. Neither the University nor the Issuing and Paying Agent shall have any obligation with respect to the transfer or crediting of the appropriate payments to any participant of any Securities Depository (a "Participant") or the Beneficial Owners of the Notes or their nominees.
So long as the Securities Depository or its nominee is the registered owner of the Notes, the University and the Issuing and Paying Agent will recognize the Securities Depository or its nominee, respectively, as the holder of all of the Notes for all purposes, including (without limitation) the payment of the principal of and interest on the Notes, the giving of notices and any consent or direction required or permitted to be given to, or on behalf of, the holders of the Notes under this Resolution.
The University, in its discretion, at any time may replace any Securities Depository as the depository for the Notes with another qualified securities depository or discontinue the maintenance of the Notes under a Book-Entry System upon 30 days notice to the Securities Depository (or such fewer number of days as shall be acceptable to such Securities Depository). A copy of any such notice shall be delivered promptly to the Issuing and Paying Agent.
If the University discontinues the maintenance of the Notes under the Book-Entry System, the University will issue Notes directly to the Participants or, to the extent requested by any Participant, to the Beneficial Owners of Notes as further described in this Section. The University shall make provisions to notify Participants and the Beneficial Owners of the Notes, by mailing an appropriate notice to the Securities Depository, or by other means deemed appropriate by the University in this discretion, that it will issue Notes directly to the Participants or, to the extent requested by any Participant, to Beneficial Owners of Notes as of a date set forth in such notice, which shall be a date at least 10 days after the date of mailing of such notice (or such fewer number of days as shall be acceptable to the Securities Depository).
In the event that Notes are to be issued to Participants or to Beneficial Owners of the Notes, the University shall promptly have prepared Notes in certificated form registered in the names of the Participants as shown on the records of the Securities Depository provided to the Issuing and Paying Agent or, to the extent requested by any Participant, in the names of the
If the University replaces any Securities Depository as the depository for the Notes with another qualified Securities Depository, the University will issue to the replacement Securities Depository Notes registered in the name of such replacement Securities Depository.
Each Securities Depository and the Participants and the Beneficial Owners of the Notes by their acceptance of the Notes, agree that the University and the Issuing and Paying Agent shall have no liability for the failure of any Securities Depository or to perform its obligations to any Participant or any Beneficial Owner of any Notes, nor shall the University or the Issuing and Paying Agent be liable for the failure of any Participant or other nominee of any Beneficial Owner of any Notes to perform any obligation that such Participant or other nominee may incur to any Beneficial Owner of the Notes.
Each Securities Depository and the Participants thereof and the Beneficial Owners of the Notes, by their acceptance of the Notes, agree that the University and the Issuing and Paying Agent shall have no liability or responsibility with respect to (1) the accuracy of any records maintained by such Securities Depository or any Securities Depository participant; (2) the payment by such Securities Depository to any Securities Depository participant or by any Securities Depository participant to any beneficial owner of any amount due in respect of the principal of and premium, if any, and interest on the Notes; (3) the delivery or timeliness of delivery by such Securities Depository to any Securities Depository participant or by any Securities Depository participant to any beneficial owner of any notice which is given to Noteholders; (4) the selection of the beneficial owners to receive payment in the event of any partial redemption of the Notes; or (5) any consent given or other action taken by such Securities Depository or any nominee of such Securities Depository, as Noteholder.
Section 2.12 Liquidity Facility.
(a) At any time the University may provide for the delivery to the Issuing and Paying Agent of a Liquidity Facility or alternate Liquidity Facility in an amount equal to the principal amount of the Notes then Outstanding plus such additional amount as is necessary to cause such Notes to be assigned the highest short term rating of each Rating Agency, as evidenced by a written confirmation of rating delivered by each such Rating Agency, provided the University shall cause the notice described below to be given to the Noteholders. Such Liquidity Facility or alternate Liquidity Facility shall have such terms as may be agreed upon by the University and the issuer of such Liquidity Facility. On or prior to the date of the delivery of a Liquidity Facility or alternate Liquidity Facility and in such time to provide for the notice to Noteholders provided below, the University shall furnish to the Issuing and Paying Agent (x) if any Series A (Tax-Exempt) Notes are outstanding, a Favorable Opinion of Bond Counsel and (y) written confirmation from each Rating Agency to the effect that such Rating Agency has reviewed the proposed Liquidity Facility or alternate Liquidity Facility and that the issuance of the Liquidity Facility or substitution of the proposed alternate Liquidity Facility for the existing Liquidity Facility will not, by itself, result in a reduction or withdrawal of the then-applicable rating(s) assigned by each Rating Agency to Notes. If a Liquidity Facility is in effect, the University may
(b) At the written direction of the University, and subject to Section 5.7 hereof, the Issuing and Paying Agent shall execute and deliver (i) any instrument that, upon such execution and delivery by the Issuing and Paying Agent, would constitute a Liquidity Facility or an alternate Liquidity Facility and/or (ii) any related or required documentation. The University may authorize such supplemental resolutions to this Resolution as may be necessary to facilitate the delivery, use or expiration of any Liquidity Facility.
(c) The University shall give the Issuing and Paying Agent, the Dealer and the issuer of any existing Liquidity Facility, if any, written notice, indicating the proposed effective date of a Liquidity Facility or any alternate Liquidity Facility, or the termination or expiration date of any existing Liquidity Facility, not less than forty (40) calendar days prior to the proposed effective date of any Liquidity Facility or expiration date of any Liquidity Facility. The University and the Issuing and Paying Agent shall mail to the Noteholders, at least twenty (20) calendar days prior to the proposed effective date of any Liquidity Facility or expiration date of any Liquidity Facility, a notice of such change in Liquidity Facility, stating the terms of such Liquidity Facility, information about the issuer of such Liquidity Facility, a description of any revisions to this Resolution or the Notes to facilitate the delivery, use or expiration of such Liquidity Facility, and that the University expects to receive confirmation from each Rating Agency to the effect that such Rating Agency has reviewed the proposed Liquidity Facility or alternate Liquidity Facility, if applicable, and that the issuance of the Liquidity Facility or substitution of the proposed alternate Liquidity Facility for the existing Liquidity Facility or termination of the Liquidity Facility without provision of an alternate Liquidity Facility will not, by itself, result in a reduction or withdrawal of the then-applicable rating(s) assigned by each Rating Agency to the Notes.
Section 2.13 Payment of Maturing Notes.
(a) The Dealer shall notify the Issuing and Paying Agent and the University not later than 11:00 a.m. (Eastern Time) on the date any Notes mature of the amount of such Notes that were successfully remarketed or reissued and the registration instructions (i.e., the names, addresses and taxpayer identification numbers of the purchasers, any account number for payment of principal and interest furnished by a purchaser to the Dealer) with respect thereto. The Dealer shall at or before 2:30 p.m. (Eastern Time) on such maturity date transfer of the purchase price of such remarketed or reissued Notes to the Issuing and Paying Agent in immediately available funds for deposit in the Remarketing Account created in Section 5.1.
(b) The Dealer shall notify the Issuing and Paying Agent, the University and any Liquidity Facility Issuer by 11:00 a.m. (Eastern Time), to the extent that Notes maturing that day are not remarketed, of the amount of all Notes maturing that day less the aggregate amount of the proceeds of any remarketing or reissuance proceeds to be transferred to the Issuing and Paying Agent by Dealer pursuant to the proceeding subsection. On such date, the University shall provide to the Issuing and Paying Agent such amounts by 2:30 p.m. (Eastern Time) or, if a Liquidity Facility is in effect, by 12:30 p.m. (Eastern Time). If a Liquidity Facility is in effect, in the event the Issuing and Paying Agent receives any notice of insufficient remarketing or reissuance proceeds from the Dealer by 11:30 a.m. (Eastern Time), the Issuing and Paying Agent shall draw on any such Liquidity Facility to be drawn upon, by 12:30 p.m. (Eastern Time) on such date in such amount as may be necessary to pay all Notes maturing that day, but only to the extent the University has not provided other funds sufficient to make such payments.
(c) The Issuing and Paying Agent shall make provision for the payment to DTC of any amounts due on the Notes maturing no later than 3:00 p.m. (Eastern Time) on the date of their maturity. Funds for the payment of Notes maturing on any date shall be derived solely from the following sources in the order of priority indicated and neither the University, the Issuing and Paying Agent nor the Dealer shall be obligated to provide funds from any other source: (i) first from immediately available funds on deposit in the Remarketing Proceeds Account and (ii) then from immediately available funds on deposit in the Purchase Account.
| Board of Visitors minutes February 9, 2007 | |