Board of Visitors minutes :: February 9, 2007 :: University of Virginia Library

(a) by paying or causing to be paid the principal of (including redemption premium, if any) and interest on all Notes outstanding, as and when the same become due and payable;

(b) by depositing with the Issuing and Paying Agent, in trust, at or before maturity, moneys in an amount sufficient to pay or redeem (when redeemable) all Notes outstanding (including the payment of premium, if any, and interest payable on such Notes to the maturity or redemption date thereof), provided that such moneys, if invested, shall be invested in noncallable Government Obligations in an amount, without consideration of any income or increment to accrue thereon, sufficient to pay or redeem (when redeemable) and discharge the indebtedness on all Notes outstanding at or before their respective maturity dates; it being understood that the investment income on such Government Obligations may be used for any other lawful purpose;

(d) by depositing with the Issuing and Paying Agent, in trust, noncallable Government Obligations in such amounts as will, together with the income or increment to accrue thereon, without consideration of any reinvestment thereof, and any uninvested cash, be fully sufficient to pay or redeem (when redeemable) and discharge the indebtedness on all Notes outstanding at or before their respective maturity dates, as an independent certified public accountant shall certify to the Issuing and Paying Agent's satisfaction;

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and if the University shall pay or cause to be paid all other sums payable hereunder by the University, and, if any of the Notes are to be redeemed before their maturity, notice of such redemption shall have been given as in Section 3.2 provided or provisions satisfactory to the Issuing and Paying Agent shall have been made for the giving of such notice, this Resolution and the estate and rights granted hereunder shall cease, determine, and become null and void, and thereupon the Issuing and Paying Agent shall, upon written request of the University, and upon receipt by the Issuing and Paying Agent of a Certificate of the Chief Operating Officer, each stating that in the opinion of the signers all conditions precedent to the satisfaction and discharge of this Resolution have been complied with, forthwith execute proper instruments acknowledging satisfaction of and discharging this Resolution and the lien hereof.

The University may at any time surrender to the Issuing and Paying Agent for cancellation by it any Notes previously authenticated and delivered, which the University may have acquired in any manner whatsoever, and such Notes, upon such surrender and cancellation, shall be deemed to be paid and retired.

Section 10.2 Liability of University Not Discharged.

Upon the deposit with the Issuing and Paying Agent, in trust, at or before maturity, of money or Government Obligations in the necessary amount to pay or redeem all Notes outstanding (whether upon or before their maturity or the redemption date of such Notes) and compliance with the other payment requirements of Section 10.1, provided that if such Notes are to be redeemed before their maturity, notice of such redemption shall have been given as in Section 3.2 provided, or provisions satisfactory to the Issuing and Paying Agent shall have been made for the giving of such notice, this Resolution may be discharged in accordance with the provisions hereof but the University's liability in respect of the Notes shall continue provided that the owners thereof shall thereafter be entitled to payment only out of the moneys or the Government Obligations deposited with the Issuing and Paying Agent as aforesaid.

Section 10.3 Provision for Payment of Particular Notes.

If the University shall pay or provide for the payment of the entire indebtedness on particular Notes in any one or more of the following ways:

(a) by paying or causing to be paid the principal of (including redemption premium, if any) and interest on such Notes, as and when the same shall become due and payable;

(b) by depositing with the Issuing and Paying Agent, in trust, at or before maturity, moneys in an amount sufficient to pay or redeem (when redeemable) such Notes (including the payment of premium, if any, and interest payable on such Notes to the maturity or redemption date thereof), provided that such moneys, if invested, shall be invested in noncallable Government Obligations in an amount, without consideration of any income or increment to accrue thereon, sufficient to pay or redeem (when redeemable) and discharge the indebtedness on such Notes at or before their respective maturity dates; it being understood that the investment income on such Government Obligations may be used for any lawful purpose;

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(d) by depositing with the Issuing and Paying Agent, in trust, noncallable Government Obligations in such amount as will, together with the income or increment to accrue thereon, and any uninvested cash, without consideration of any reinvestment thereof, be fully sufficient to pay or redeem (when redeemable) and discharge the indebtedness on such Notes at or before their respective maturity dates, as an independent certified public accountant shall certify to the Issuing and Paying Agent's satisfaction;

and if the University shall also pay or cause to be paid all other sums payable hereunder by the University with respect to such Notes, and, if such Notes are to be redeemed before their maturity, notice of such redemption shall have been given as in Section 3.2 provided or provisions satisfactory to the Issuing and Paying Agent shall have been made for the giving of such notice, such Notes shall cease to be entitled to any lien, benefit or security under this Series A (Tax- Exempt) Resolution. The University's liability in respect of such Notes, if any, shall continue but the owners thereof shall thereafter be entitled to payment (to the exclusion of all other Noteholders) only out of the moneys, Government Obligations deposited with the Issuing and Paying Agent as aforesaid.