 | Board of Visitors minutes February 9, 2007 |  |
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.
| Board of Visitors minutes February 9, 2007 | |