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

All covenants, stipulations, obligations and agreements of the University and the Board contained in this Resolution shall be deemed to be covenants, stipulations, obligations and agreements of the University and the Board to the full extent authorized by the Act or permitted by the Constitution of Virginia. All such covenants, stipulations, obligations and agreements shall be binding upon the successor or successors thereof from time to time and upon any officer, board, body or commission to whom or to which any power or duty affecting such covenants, stipulations, obligations and agreements shall be transferred by or in accordance with law.

No covenant, stipulation, obligation or agreement herein contained shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future director, member, agent or employee of the University or the Board in his or her individual capacity, and neither any agency of the Commonwealth nor any officer thereof or of the University, present or future, executing the Notes shall be liable personally on the Notes or be subject to any personal liability or accountability by reason of the issuance thereof.

Section 11.2 Issuing and Paying Agent; Dealer.

(a) The Issuing and Paying Agent and any successor Issuing and Paying Agent shall perform the duties and obligations imposed on it hereunder and under the Issuing and Paying Agency Agreement. The Issuing and Paying Agent may be removed by the University at any time by notice to the Issuing and Paying Agent and the Dealer or may resign in accordance with the terms of the Issuing and Paying Agency Agreement. Upon the resignation or removal of the Issuing and Paying Agent, the University shall appoint a substitute Issuing and Paying Agent.

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(b) The Dealer and any successor Dealer shall perform the duties and obligations imposed on it hereunder and under the Dealer Agreement. The Dealer may be removed at any time by the University by notice to the Dealer and the Issuing and Paying Agent or may resign in accordance with the terms of the Dealer Agreement. Upon the resignation or removal of the Dealer, the University shall appoint a substitute Dealer.

(c) Within 15 days of the resignation or removal of the Dealer or the Issuing and Paying Agent or the appointment of a successor Dealer or Issuing and Paying Agent, the University shall mail notice thereof to the Noteholders and to each of the Rating Agencies.

Section 11.3 Manner of Giving Notice.

Any notice, demand, direction, request or other instrument authorized or required by this Resolution to be given to or filed with the University, the Issuing and Paying Agent, or the Custodian shall be deemed to have been sufficiently given or filed for all purposes of this Resolution if and when sent by registered or certified mail, return receipt requested:

(a) to the University, if addressed to the University of Virginia, P. O. Box 9012, Charlottesville, Virginia 22906 (Attention: Chief Financial Officer);

(b) to the Custodian, if addressed to the State Treasurer of the Commonwealth of Virginia, 101 North 14th Street, Richmond, Virginia 23219;

(c) to the Issuing and Paying Agent, if addressed to The Bank of New York, 385 Rifle Camp Road, 3rd Floor, West Paterson, New Jersey 07424;

(d) to Moody's, if addressed to Moody's Investor Service, Inc., 99 Church Street, New York, New York 10007-2796, Attention: Structured Finance Group, Telecopier: (212) 553-4919;

(e) to S&P, if addressed to Standard & Poor's, 55 Water Street, 38th Floor, New York, New York 10041, Attention: Public Finance Department (Surveillance), Telecopier: (212) 438-2152; and

(f) to Fitch, if addressed to Fitch Ratings, One State Street Plaza, New York, New York 10004, Attention: Municipal Structured Finance Group, Telecopier: (212) 635-0466.

Section 11.4 Alternative Notice.

If, because of the temporary or permanent suspension of publication of any newspaper or financial journal or suspension of the mails or for any other reason, the University, the Board or the Custodian shall be unable to give any notice required to be published or mailed by the provisions of this Resolution, the University, the Board or the Custodian, as the case may be, shall give such notice in such other manner as in the judgment of the Board or the Custodian shall most effectively approximate such publication thereof, and the giving of such notice in such manner shall for all purposes of this Resolution be deemed to be compliance with the requirement for the publication thereof.

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Section 11.5 Effect of Partial Invalidity.

In case any one or more of the provisions of this Resolution or of the Notes issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Resolution or of the Notes, but this Resolution and the Notes shall be construed and enforced as if such illegal or invalid provision had not been contained therein. In case any covenant, stipulation, obligation or agreement contained in the Notes or in this Resolution shall for any reason be held to be in violation of law, then such covenant, stipulation, obligation or agreement shall be deemed to be the covenant, stipulation, obligation or agreement of the University to the full extent permitted by law.

Section 11.6 Governing Law.

This Resolution is adopted with the intent that the laws of the Commonwealth shall govern its construction.

Section 11.7 [Reserved].

Section 11.8 Amendments to Resolution; Approval, Execution and Delivery of Necessary and Appropriate Documents.

(a) The Executive Committee of the Board is authorized to make any amendments or supplements hereto.

(b) The University's Chief Operating Officer may authorize any revisions to this Resolution which are not in conflict with the Board of Visitors resolutions adopted on January 31, 2003, June 11, 2005, and February __, 2007, or any future resolutions by the Board of Visitors with respect to the Notes or the commercial paper program, as shall be necessary to accurately reflect negotiations among the University, the Issuing and Paying Agent, Moody's, S&P, Fitch and the Dealer, with respect to the Notes and the financing of the Projects, to facilitate a new Program and/or new Program Issuance Date, and to make other changes to the form, terms and provisions of the Programs and the Notes; provided, however, that no such change shall increase the principal amount of any outstanding Notes beyond the Maximum Authorized Principal Amount. The University's Chief Operating Officer is also authorized to negotiate, execute and deliver, in necessary and appropriate form, Offering Memoranda or Memorandums relating to the offering of the Notes for sale, and such other documents and instruments as he deems necessary or appropriate in connection with the issuance of the Notes, including without limitation any interest rate swaps or other hedge mechanisms and any dedicated line of credit, standby bond purchase agreement or other liquidity facility related to the Notes, including any Liquidity Facility, so long as such documents and instruments do not conflict with the intent of this Resolution.

Section 11.9 Note Delivery.

All directors, officers and employees of the University are hereby authorized to take all actions necessary to accomplish the delivery of the Notes to purchasers thereof.

Section 11.10 Repeal of Inconsistent Provisions.

Any prior resolutions or provisions of resolutions of the Board inconsistent with any provisions of this Resolution are hereby repealed.

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Section 11.11 Issuing and Paying Agent Reliance.

In the absence of negligence or willful misconduct on its part, the Issuing and Paying Agent may conclusively rely, as to the truth and correctness of the statements and the correctness of opinions expressed therein, upon any written or electronically transmitted communication, notice, direction or other documents furnished to the Issuing and Paying Agent pursuant to the Resolution that it reasonably believes to be genuine and correct and to have been signed or sent by the proper person or, when determined necessary in its reasonable discretion, upon the written opinion of any attorney or opinion or certification of an expert believed by it to be qualified in relation to the subject matter, and the Issuing and Paying Agent shall not be under any duty to make any investigation or inquiry as to statements contained in or matters referred to in any such instrument.