 | Board of Visitors minutes February 9, 2007 |  |
Section 7.3 Pro Rata Application of Funds.
Anything in this Resolution to the contrary notwithstanding, if at any time the moneys available in the Debt Service Fund shall not be sufficient to pay the interest on or the principal of the Notes as the same shall become due and payable, such moneys, together with any moneys then available or thereafter becoming available for such purpose, whether through the exercise of the remedies provided for in this Article or otherwise, shall be applied as follows:
(a) If the principal of all the Notes shall not have become due and payable, all such moneys shall be applied:
- first: to the payment to the persons thereto of all installments of interest then due and payable in the order in which such installments became due and payable and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment, ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or preference except as to any difference in the respective rates of interest specified in the Notes; and
- second: to the payment to the persons
entitled thereto of the unpaid principal of any of
the Notes which shall have become due and payable
(other than Notes called for redemption for the
payment of which moneys are held pursuant to the
provisions of this Resolution), in the order of
their due dates, with interest on the principal
amount of such Notes at the respective rates
specified therein from the respective dates upon
which such Notes became due and payable, and, if the
amount available shall not be sufficient to pay in
full the principal of the Notes due and payable on
any particular date, together with such interest,
then to the payment first of such interest, ratably,
according to the amount of such interest due on such
date, and then to the payment of such principal, ratably, according to the amount of such principal due on such date, to the persons entitled thereto without any discrimination or preference.-31-
(b) If the principal of all the Notes shall have become due and payable, all such moneys shall be applied to the payment of the principal and interest then due and unpaid on the Notes, without preference or priority of principal over interest or interest over principal, or of any installment of interest over any other installment of interest, or of any Note over any other Note, ratably, according to the amounts due, respectively, for principal and interest, to the persons entitled thereto, without any discrimination or preference.
Whenever moneys are to be applied by the trustee pursuant to the provisions of this Section, such moneys shall be applied by the trustee at such times, and from time to time, as the trustee in his or her sole discretion shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future; the deposit of such moneys with any Issuing and Paying Agent, or otherwise setting aside such moneys, in trust for the proper purpose shall constitute proper application by the trustee; and the trustee shall incur no liability whatsoever to the Board, to any Noteholder or to any other person for any delay in applying any such moneys, so long as the trustee acts with reasonable diligence, having due regard to the circumstances, and ultimately applies the same in accordance with such provisions of this Resolution as may be applicable at the time of application by the trustee. Whenever the trustee shall exercise such discretion in applying such moneys, he or she shall fix the date (which shall be an interest payment date unless the trustee shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue. The trustee shall give such notice (or shall cause the Issuing and Paying Agent to give such notice) as he or she may deem appropriate of the fixing of any such date and shall not be required to make payment to the holder of any Note until such Note shall be surrendered to the trustee or any Issuing and Paying Agent for appropriate endorsement, or for cancellation if fully paid.
Notwithstanding anything in this Resolution to the contrary, this Section 7.3 shall be interpreted so that term "Notes" or "Bonds" shall include the Notes and any Parity Credit Obligations. In each resolution authorizing the issuance of any Parity Credit Obligation, the University agrees to provide for the trustee thereunder to be the same as the trustee under this Resolution, and further agrees to include provisions substantially identical to those contained in this Section 7.3.
| Board of Visitors minutes February 9, 2007 | |