University of Virginia Library

Section 7.2 Remedies.

(a) Upon the happening and continuance of an Event of Default hereunder, the holders of not less than 25% in aggregate principal amount of the Notes, by instrument or instruments filed with the University and proved or acknowledged in the same manner as a deed to be recorded, may appoint a trustee to represent the holders of the Notes for the purposes herein and in the Act provided, which trustee may be the State Treasurer and shall be the same trustee so appointed with respect to all other outstanding Parity Credit Obligations. Such trustee may, and upon written request of the holders of not less than 25% in principal amount of the Notes then outstanding shall, in its own name:

• (1) By mandamus or other suit, action or proceeding at law or in equity enforce all rights of the holders of the Notes, including the right to require the University and its Board to collect fees, rents, charges or other revenues adequate to carry out an agreement as to, or pledge of, such revenues, and to require the University and Board to carry out any other agreements with the holders of the Notes and to perform it and their duties under the Act;


• (2) Bring suit upon the Notes;


• (3) By action or suit in equity, require the University to account as if it were the trustee of an express trust for the holders of the Notes; or


• (4) By action or suit in equity, enjoin any acts or things which may be unlawful or in violation of the rights of the holders of the Notes.

(b) Any such trustee, whether or not all such Notes have been declared due and payable, shall be entitled as of right to the appointment of a receiver who may enter and take possession of any property of the University any of the revenues from which are pledged for the

security of the Notes and operate and maintain the same and collect and receive all fees, rents, charges and other revenues thereafter arising therefrom in the same manner as the University itself might do and shall deposit all such moneys in a separate account and apply the same in such manner as the court appointing such receiver shall direct. In any suit, action or proceeding by the trustee the fees, counsel fees and expenses of the trustee and of the receiver, if any, shall constitute taxable costs and disbursements and all costs and disbursements allowed by the court shall be a first charge on any fees, rents, charges and other revenues of the University pledged for the security of the Notes.

Such trustee shall, in addition to the foregoing, have and process all of the powers necessary or appropriate for the exercise of any functions specifically set forth herein or incident to the general representation of the holders of the Notes in the enforcement and protection of their rights.

(c) To the extent permitted by law, upon the happening and continuance of any Event of Default, then and in every such case any Noteholder may proceed, subject to the provisions of Section 7.5, to protect and enforce the rights of the Noteholders 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 Noteholder shall deem most effectual to protect and enforce such rights.