 | Board of Visitors minutes February 9, 2007 |  |
ARTICLE IX
SUPPLEMENTAL RESOLUTIONS
Section 9.1 Supplemental Resolutions.
The University may, from time to time and at any time, but without the consent of any holders of the Notes, adopt such resolutions supplemental hereto as shall not be inconsistent with the terms and provisions hereof (which Supplemental Resolutions shall thereafter form a part hereof), as follows:
- (a) to cure any ambiguity or formal defect or omission or to correct any inconsistent provisions in this Resolution or in any Supplemental Resolutions;
- (b) to provide for the issuance of certificated Notes pursuant to Section 2.11 of this Resolution, or to obtain or maintain a rating for the Notes;
- (c) to grant to or confer upon the Noteholders any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the Noteholders;
- (d) to add new conditions, limitations and restrictions on the issuance of other Credit Obligations by the University;
- (e) to add to the covenants and agreements of the Board in this Resolution other covenants and agreements thereafter to be observed by the Board or to surrender any right or power herein reserved to or conferred upon the Board;
- (f) to comply with any proposed, temporary or permanent regulations regarding the arbitrage rebate requirements of the Code;
- (g) [reserved];
- (h) in connection with the delivery, use or expiration of any Liquidity Facility supporting the Notes, in order to provide for the realization of moneys thereunder at times and in amounts sufficient to provide for the payment of the principal of and interest on the Notes when due;
- (i) to facilitate the use of, or to terminate, the Book-Entry System;
- (j) to modify, alter, amend, add to or rescind, in any particular, any of the terms or provisions contained in this Resolution, if in the opinion of the Issuing and Paying Agent, who may rely upon an opinion of Bond Counsel, such Supplemental Resolution shall not adversely affect or prejudice the interests of the Noteholders; or
- (k) to make any other change in this Resolution, provided that such change shall not become effective with respect to any then outstanding Note or that such change applies only to Notes issued under a new Program established pursuant to Section 2.10 hereof.
At least thirty (30) days prior to the adoption of any Supplemental Resolution for any of the purposes of this Section, the Secretary of the Board shall cause a notice of the proposed adoption of such Supplemental Resolution to be mailed, postage prepaid, to all registered owners of Notes affected by such Supplemental Resolution at their addresses as they appear on the registration books. Such notice shall briefly set forth the nature of the proposed Supplemental Resolution and shall state that copies thereof are on file at the office of the Secretary of the Board for inspection by all Noteholders. A failure on the part of the Secretary of the Board to mail the notice required by this Section shall not affect the validity of such Supplemental Resolution.
Section 9.2 Modification of Resolution with Consent of Holders.
Subject to the terms and provisions contained in this Section, and not otherwise, the holders of not less than a majority in aggregate outstanding principal amount of the Notes then outstanding shall have the right, from time to time, anything contained in this Resolution to the contrary notwithstanding, to consent to and approve the adoption of such resolution or resolutions supplemental hereto as shall be deemed necessary or desirable by the Board for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Resolution or in any Supplemental Resolution; provided, however, that nothing herein contained shall permit, or be construed as permitting, (a) without the approval of all of the Noteholders, (i) an extension of the maturity of the principal of or the interest on any Note, (ii) a reduction in the principal amount of any Note or the redemption premium or the rate of interest thereon, (iii) except as otherwise provided herein, a preference or priority of any Note or Notes over any other Note or Notes, or (iv) except as otherwise provided herein, the release of the lien created by this Resolution or the Resolution with respect to any Pledged Revenues, or (b) without the approval of all of the Noteholders, a reduction in the aggregate principal amount of the Notes required for consent to such Supplemental Resolution. Nothing herein contained, however, shall be construed as making necessary the approval by Noteholders of the adoption of any Supplemental Resolution as authorized in Section 9.1 of this Article.
If at any time the Board shall determine that it is necessary or desirable to adopt any Supplemental Resolution for any of the purposes of this Section, the Secretary of the Board shall cause notice of the proposed adoption of such Supplemental Resolution to be mailed, not less than thirty (30) nor more than sixty (60) days prior to the date of such adoption, postage prepaid, to all registered owners of the Notes at their addresses as they appear on the registration books held by the Issuing and Paying Agent. Such notice shall briefly set forth the nature of the proposed Supplemental Resolution and shall state that copies thereof are on file at the office of the Secretary of the Board for inspection by all Noteholders. The Board shall not, however, be subject to any liability to any Noteholder by reason of its failure to cause the notice required by this Section to be mailed and any such failure shall not affect the validity of such Supplemental Resolution when consented to and approved as provided in this Section.
Whenever, at any time within one year after the date of such notice, the Board shall deliver to the Issuing and Paying Agent an instrument or instruments in writing purporting to be executed by the holders of not less than a majority or all, as appropriate, in aggregate principal amount of the Notes then outstanding, which instrument or instruments shall refer to the proposed Supplemental Resolution described in such notice and shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof referred to in such notice, thereupon, but not otherwise, the Board may adopt such Supplemental Resolution in substantially such form, without liability or responsibility to any holder of any Note, whether or not such holder shall have consented thereto.
If the holders of not less than a majority or all, as appropriate, in aggregate principal amount of the Notes outstanding at the time of the adoption of such Supplemental Resolution
Upon the adoption of any Supplemental Resolution pursuant to the provisions of this Section, this Resolution shall be and be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Resolution of the University, the Board, and all holders of Notes then outstanding shall thereafter be determined, exercised and enforced in all respects under the provisions of this Resolution as so modified and amended.
Section 9.3 Supplemental Resolutions Part of this Resolution.
Any Supplemental Resolution adopted in accordance with the provisions of this Article shall thereafter form a part of this Resolution, and all of the terms and conditions contained in any such Supplemental Resolution as to any provision authorized to be contained therein shall be and shall be deemed to be part of the terms and conditions of this Resolution for any and all purposes. In case of the adoption and approval of any Supplemental Resolution, express reference may be made thereto in the text of any Notes issued thereafter, if deemed necessary or desirable by the Board.
| Board of Visitors minutes February 9, 2007 | |