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