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