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