Repository: UIHistories Project: Board of Trustees Minutes - 1936 [PAGE 817]

EXTRACTED TEXT FROM PAGE:

814

BOARD OF TRUSTEES

[June 29

not ceased to be such officers of the Foundation. Any Bond may be signed, sealed or attested by such persons as, on the actual date of such execution, sealing or attesting, shall be the proper officers, although such persons shall not have been such officers on July I, 1936. The coupons to be attached to the Bonds shall be authenticated by the facsimile signature of the present or any future President of the Foundation and the Foundation may adopt and use for that purpose the facsimile signature of any person who shall have been such President, notwithstanding that he may have ceased to be such officer at the time when such Bonds shall be actually executed, authenticated and delivered. Section 2.04. Only such Bonds as shall have endorsed thereon a certificate of authentication of the Trustee substantially in the form hereinbefore set forth shall be valid or obligatory for any purpose, or shall be secured by this Indenture or entitled to any lien or benefit hereunder, and every such certificate of the Trustee on any Bond executed by or on behalf of the Foundation shall be conclusive evidence and the only evidence that the Bond so authenticated has been duly authenticated and delivered hereunder and that the holder thereof is entitled to the benefit of this Indenture. Prior to the authentication of Bonds hereunder, all matured interest coupons, if any, attached thereto shall be by the Trustee detached and cancelled. Section 2.05. So long as any of the Bonds issued hereunder shall remain outstanding and unpaid the Foundation covenants that it will keep at the office of the Trustee, books (herein sometimes called the "Bond Register") for the registration and transfer of Bonds as herein provided, and the Trustee is hereby appointed the Bond Registrar of the Foundation for the purpose of registering and of transferring Bonds as hereinafter provided. Any Bond issued hereunder may be registered on the Bond Register in the manner hereinafter provided. In case an event of default shall happen and be subsisting, the Trustee shall permit any bondholder to examine the Bond Register at its office during its customary business hours. Each Bond issued hereunder shall pass by delivery, unless registered for the time being in the name of the holder on said Bond Register. Such registration and the date thereof shall be noted on each Bond substantially in the form of the registration certificate hereinbefore recited. After such registration of any Bond, no transfer thereof shall be valid unless made on the Bond Register by the registered holder in person or by his attorney duly authorized in writing, and similarly noted on the Bond,, but such Bond may be discharged from registration by being in like manner transferred to bearer, and thereupon transferability by delivery shall be restored, and such Bond may again from time to time be registered or transferred to bearer as before. Registration of any Bond, however, shall not affect the negotiability of the coupons appertaining to such Bond, but every such coupon shall continue to pass by delivery merely. As to each Bond so registered, the person in whose name the same shall for the time being be registered shall be deemed and regarded as the absolute owner thereof for all purposes of this Indenture, except for the purpose of receiving payment of the outstanding coupons, if any, appertaining thereto, and so long as the same shall be so registered, payment of or on account of the principal thereof shall be made only to the registered holder thereof. All such payments so made shall be valid and effectual to release and discharge liability for principal to the extent of the sum or sums so paid. The bearer of any Bond issued hereunder which shall not be registered as hereinbefore provided and the bearer of any coupon appertaining to any Bond shall for all purposes of this Indenture be deemed and regarded as the absolute owner of such Bond or coupon, as the case may be_, whether such Bond or coupon shall be overdue or not, for the purpose of receiving payment thereof and for all other purposes, and the Foundation and the Trustee, and each of them, shall be fully protected in making payment on account of any such Bond or coupon to the bearer thereof. Section 2.06. Until the definitive Bonds to be issued under this Indenture can be prepared and executed, the Foundation may execute and, upon request of the Foundation, the Trustee shall authenticate and deliver, in lieu of such defini-