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A RESOLUTION AMENDING AND RESTATING RESOLUTIONS AUTHORIZING THE ESTABLISHMENT OF A COMMERCIAL PAPER PROGRAM AND ISSUANCE OF THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA COMMERCIAL PAPER GENERAL REVENUE PLEDGE NOTES, SERIES A (TAX-EXEMPT) AND SERIES B (TAXABLE); PLEDGING TO THE PAYMENT OF THE PRINCIPAL OF AND THE INTEREST ON SUCH NOTES CERTAIN REVENUES OF THE UNIVERSITY AS PROVIDED HEREIN; AND SETTING FORTH THE RIGHTS AND REMEDIES OF THE HOLDERS OF SUCH NOTES.

RECITALS

A. By Chapter 9, Title 23 of the Code of Virginia of 1950, as amended, there is created a corporation under the name and style of The Rector and Visitors of the University of Virginia (the "University"), which is governed by a Board of Visitors (the "Board"), which is vested with the supervision, management and control of the University.

B. By Chapter 3, Title 23 of the Code of Virginia of 1950, as amended, the University is classified as an educational institution, is declared to be a public body and is constituted a governmental instrumentality for the dissemination of education;

C. WHEREAS, the University has entered into a management agreement with the Commonwealth of Virginia which was enacted as Chapter 3 of Chapter 933 of the 2006 Virginia Acts of Assembly (the "Management Agreement"), pursuant to the Restructured Higher Education Financial and Administrative Operations Act, Chapter 4.10, Title 23 of the Virginia Code (the "Act");

D. WHEREAS, pursuant to resolutions adopted on January 31, 2003, June 11, 2005, and February __, 2007, the Board determined to establish a commercial paper program, for both taxable and tax-exempt obligations, and to finance capital and other projects authorized by the University as further described herein (the "Projects") and delegated to the Executive Committee of the Board and certain officers of the University pursuant to the Board's debt and interest rate risk management policies the power to approve the final terms of such commercial paper program and to amend the program as necessary, provided, unless otherwise resolved by the Board, the maximum aggregate principal amounts of all obligations issued as part of the commercial paper program outstanding at any one time may not exceed the Maximum Authorized Principal Amount, as hereinafter defined.

E. Pursuant to resolutions adopted March 5, 2003 (the "2003 Resolution") and amended June 28, 2005 (the "2005 Resolution"), as amended, the Executive Committee of the Board approved the terms of the University's Commercial Paper General Revenue Pledge Notes, Series 2003A (tax-exempt) and 2003B (taxable) and issued the current Program, as hereinafter defined, of Notes on June 15, 2006.

F. Pursuant to the provisions of Section 9.1(k) of the 2003 Resolution, as amended by the 2005 Resolution, this Resolution shall be effective for all Notes issued after the date hereof.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD:

ARTICLE I
DEFINITIONS

Section 1.1 Definitions.

In addition to words and terms elsewhere defined in this Resolution, the following words and terms as used in this Resolution shall have the following meanings, unless some other meaning is plainly intended:

"Act" means Chapter 4.10, Title 23 of the Code of Virginia of 1950, as amended.

"Agency Obligations" means direct obligations (including bonds, notes or participation certificates) of, or obligations the timely payment of the principal of and the interest on which are unconditionally guaranteed by, any agency or instrumentality of the United States of America, including (without limitation) (i) Federal Home Loan Banks, the Government National Mortgage Association, the Export-Import Bank of the United States and the Federal Financing Bank, and (ii) either on a consolidated or system-wide basis, Federal Land Banks, Federal Intermediate Credit Banks or Banks for Cooperatives.

"Amended and Restated Resolution" means this resolution of the Board amending the 2003 Resolution and 2005 Resolution.

"Authorized Officer" means (i) in the case of the University, the Chief Operating Officer, the Chief Financial Officer or the President of the University and, when used with reference to any act or document also means any other person authorized by appropriate action of the Board to perform such act or execute such document on behalf of the University; (ii) with respect to Note Orders and Program Orders, the University's Director of Treasury Operations or such other person authorized by appropriate action of the Board or designated by an Authorized Officer listed in the preceding subsection to execute such documents on behalf of the University, and (iii) in the case of the Issuing and Paying Agent or the Custodian (if not the State Treasurer), the President, any Vice-President, any Assistant Vice-President, any Corporate Trust Officer or any Assistant Corporate Trust Officer of the Issuing and Paying Agent or the Custodian (if not the State Treasurer), and when used with reference to any act or document also means any other person authorized to perform such act or execute such document by or pursuant to a resolution of the governing body of the Issuing and Paying Agent or the Custodian (if not the State Treasurer).

"Beneficial Owner" means the person in whose name a Note is recorded as beneficial owner of such Note on the records of a direct or indirect participant of the Securities Depository.

"Book-Entry System" means a book-entry system established and operated for the recordation of beneficial ownership interests in the Notes pursuant to this Resolution.

"Business Day" means a day other than (i) a Saturday, Sunday or other day on which banking institutions in the Commonwealth of Virginia or the city in which the Designated Office of the Issuing and Paying Agent or the Dealer is located are authorized or required to close or (ii) a day on which the New York Stock Exchange is closed.

"Board" means the Board of Visitors of the University or, if such Board is abolished, the board or body succeeding to the principal functions thereof.

"Bond Counsel" means any firm of attorneys selected by the University and experienced in the issuance of municipal bonds and matters relating to the exclusion of the interest thereon from gross income for federal income tax purposes, which may be an attorney or firm regularly providing services to the University, the Issuing and Paying Agent, the Dealer or any Owner.

"Certificate," "Notice," "Opinion," "Order," "Request," "Requisition" and "Statement" mean, respectively, a written certificate, notice, opinion, order, request, requisition or statement, in form and substance satisfactory to the University, signed (i) when used with respect to the University, by an Authorized Officer of the University and (ii) when used with respect to any other person, by an authorized officer thereof. Any such instrument and supporting opinions or representations, if any, may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the instruments so combined shall be read and construed as a single instrument.

"Chief Financial Officer" means the University's Vice President and Chief Financial Officer or such other officer of the University having similar duties as may be selected by the Board.

"Chief Operating Officer" means the University's Executive Vice President and Chief Operating Officer or such other officer of the University having similar duties as may be selected by the Board.

"Code" means the Internal Revenue Code of 1986, as amended. Each citation to a Code section shall include the applicable temporary, proposed and permanent regulations, revenue rulings and revenue procedures.

"Commonwealth" means the Commonwealth of Virginia.

"Construction Fund" means The Rector and Visitors of the University of Virginia Commercial Paper General Revenue Pledge Notes, Construction Fund, a special fund created and designated by Section 4.2.

"Credit Obligation" of the University means any indebtedness incurred or assumed by the University for borrowed money and any other financing obligation of the University that, in accordance with generally accepted accounting principles consistently applied, is shown on the liability side of a balance sheet; provided, however, that Credit Obligation shall not include any portion of any capitalized lease payment directly appropriated from general funds of the Commonwealth or reasonably expected to be so appropriated as certified by the Chief Operating

Officer, but only to the extent such appropriation is restricted by the Commonwealth to the payment of such capitalized lease obligation.

"Custodian" means initially the State Treasurer and such other bank or financial institution designated by the University to hold funds under this Resolution.

"Dealer" means Goldman, Sachs & Co. and any other dealer appointed pursuant to Section 11.2 of this Resolution, and their successors.

"Dealer Agreement" means the Dealer Agreement to be dated as of an agreed-upon date, between the University and the Dealer, as amended, modified or supplemented from time to time.

"Debt Service Fund" means The Rector and Visitors of the University of Virginia Commercial Paper General Revenue Pledge Notes, Debt Service Fund, a special fund created and designated by Section 5.1.

"Designated Office" means (i) when used with reference to the Issuing and Paying Agent, the corporate trust office of the Issuing and Paying Agent, designated as such, and (ii) when used with reference to the Dealer, the office of the Dealer designated as such.

"Favorable Opinion of Bond Counsel" means, with respect to any action the occurrence of which requires such an opinion, an unqualified Opinion of Counsel, which shall be a Bond Counsel, unless specified otherwise herein, to the effect that such action is permitted under the Act and this Resolution and will not have an adverse effect on the exclusion of interest on the Series A (Tax-Exempt) Notes from gross income for purposes of federal income taxation or the exemption of interest on the Series A (Tax-Exempt) Notes from income taxation under the laws of the Commonwealth (subject to the inclusion of any exceptions contained in the opinion delivered upon original issuance of the Series A (Tax-Exempt) Notes).

"Final Maturity Date" means June 15, 2036.

"Fiscal Year" means the period commencing on the first day of July in any year and ending on the last day of June of the following year.

"Fitch" means Fitch Ratings, a corporation duly organized and existing under and by virtue of the laws of the State of Delaware, and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term "Fitch" shall be deemed to refer to any other nationally recognized securities rating agency selected by the University.

"Government Obligations" means:

(a) Certificates or interest-bearing notes or obligations of the United States, or those for which the full faith and credit of the United States are pledged for the payment of principal and interest, and

(b) Investments in any of the following obligations provided such obligations are backed by the full faith and credit of the United States (a) debentures of the Federal Housing Administration, (b) certificates of beneficial interest of the Farmers Home Administration, or (c) project notes and local authority bonds of the Department of Housing and Urban Development.

"Investment Obligations" means:

(a) Government Obligations; (b) Agency Obligations; (c) negotiable certificates of deposit issued by banks, trust companies or savings and loan associations having a capital and surplus aggregating at least $25,000,000 and continuously secured (to the extent not fully insured by the Federal Deposit Insurance Corporation) for the benefit of the holders of Notes Outstanding either (i) by lodging with a bank or trust company, as collateral security, Government Obligations or Agency Obligations having a market value (exclusive of accrued interest) not less than the amount of such deposit, or (ii) if the furnishing of security as provided in clause (i) of this paragraph is not permitted by applicable law, in such other manner as may then be required or permitted by applicable state or federal laws and regulations regarding the security for, or granting a preference in the case of, the deposit of trust funds; (d) repurchase agreements for Government Obligations or Agency Obligations with any bank, trust company or dealer in government bonds, acting as principal or agent, that reports to, trades with and is recognized as a primary dealer by a Federal Reserve Bank or investment agreements which are, or are issued or guaranteed by an entity, rated by Moody's or S&P in its highest rating category or fully collateralized by Government Obligations or Agency Obligations (any such collateralized investment agreement being referred to herein as a "Collateralized Investment Agreement") provided that (i) such Government Obligations or Agency Obligations shall be (A) if issued in certificated form, delivered to the University or supported by a safekeeping receipt issued by a depository satisfactory to the University or (B) if issued in book-entry form, supported by a receipt or other confirmatory documentation satisfactory to the University; (ii) the University shall have a perfected security interest in such Government Obligations or Agency Obligations; (iii) such Government Obligations or Agency Obligations shall be free and clear of any other liens or encumbrances; and (iv) such repurchase agreements or Collateralized Investment Agreements shall provide that the value of the underlying Government Obligations or Agency Obligations shall be continuously maintained at a current market value of not less than 102% of the repurchase price or the amount deposited thereunder, as the case may be (the value of such Government Obligations or Agency Obligations to be determined at least once in each 30-day period); (e) obligations issued by or on behalf of any state of the United States or any political subdivision thereof rated in one of the three highest rating categories by Moody's or S&P; (f) obligations issued by or on behalf of any state of the United States or any political subdivision thereof for the payment of the principal or redemption price of and interest on which there shall have been irrevocably deposited Government Obligations maturing as to principal and interest at times and in amounts sufficient to provide such payment; (g) commercial paper or finance company paper rated in the highest rating category by Moody's or S&P; and (h) any mutual fund, money market fund or short term investment fund, the portfolio of which is limited to obligations described in clauses (a), (b), (c), (d), (e), (f) and (g) above (including any proprietary mutual fund, money market fund or short term investment fund maintained by the Issuing and Paying Agent and for which the Issuing and Paying Agent or an affiliate is investment advisor, or provides other services, and receives reasonable compensation for such services).

"Issuing and Paying Agent" means initially be The Bank of New York, a state banking association organized under the laws of the State of New York, and its successors and any other corporation that may at any time be substituted in its place in accordance with this Resolution.

"Issuing and Paying Agency Agreement" means the Issuing and Paying Agency Agreement between the University and the Issuing and Paying Agent with respect to the Notes, as amended, modified or supplemented from time to time.

"Letter of Representations" means the Letter of Representations among the University, the Issuing and Paying Agent and The Depository Trust Company, and any other agreement entered into among the University, the Issuing and Paying Agent and any other Securities Depository.

"Liquidity Facility" means any standby bond purchase agreement, letter of credit or other liquidity enhancement delivered after issuance of the execution of this Resolution to the Issuing and Paying Agent for the purpose of making payment on the any of the Notes, provided that if the Liquidity Facility is surrendered for cancellation, or if the purchase or other funding obligations of the issuer of such Liquidity Facility are otherwise terminated (in accordance with the express terms of such Liquidity Facility) in connection with the provision of an alternate Liquidity Facility, then such alternate Liquidity Facility shall thereafter be the "Liquidity Facility."

"Master Note" means a certificate evidencing the Notes substantially in the form attached to the Letter of Representations delivered in accordance with Section 2.11 of this Resolution.

"Maximum Authorized Principal Amount" means $175,000,000 or such other aggregate principal amount of Notes that may be at any one time Outstanding hereunder as authorized by resolution of the Board.

"Moody's" means Moody's Investors Service, Inc., a corporation duly organized and existing under and by virtue of the laws of the State of Delaware, and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term "Moody's" shall be deemed to refer to any other nationally recognized securities rating agency selected by the University.

"Non-Issuance Notice" means a notice received by the Issuing and Paying Agent from the University directing the Issuing and Paying Agent to cease authenticating and delivering Notes under this Resolution.

"Note" or "Notes" means the Series A (Tax-Exempt) Notes, the Series B (Taxable) Notes and any subsequent series, authorized by Section 2.1 of this Resolution, which shall be substantially in the form set forth in Appendix A hereto.

"Note Order" means an order executed by an Authorized Officer of the University directing the authentication and delivery of any Notes in accordance with Section 2.3(b), as amended, modified or supplemented from time to time. Any Note Order delivered under this Resolution may be given in one or more concurrent instruments.

"Noteholder," "Holder," "holder," "owner" or any similar term, when used with reference to a Note, means the registered owner of such Note.

"Original Issue Discount" means, when used with respect to any Series B (Taxable) Note, the difference between the principal amount of such Series B (Taxable) Note payable at maturity and the initial public offering price of such Series B (Taxable) Note.

"Outstanding" or "outstanding" means, when used with reference to Notes, as of any particular date, all Notes authenticated and delivered under this Resolution except:

• (i) any Note cancelled by the Issuing and Paying Agent (or delivered to the Issuing and Paying Agent for cancellation) at or before such date;


• (ii) any Note for the payment of the principal of and interest on which provision shall have been made as provided in Sections 10.1 or 10.3 of this Resolution; and


• (iii) any Note in lieu of or in substitution for which a new Note shall have authenticated and delivered pursuant to Article II of this Resolution.

"Parity Credit Obligation" means any Credit Obligation of the University which may be incurred in accordance with the terms of this Resolution that is secured on a parity with the pledge of Pledged Revenues herein.

"Pledged Revenues" means any or all of the revenues now or hereafter available to the University which are not required by law, by binding contract entered into prior to the date of this Resolution or by the provisions of any Qualifying Senior Obligation to be devoted to some other purpose, and shall include, without limitation, all revenues pledged to the payment of any Qualifying Senior Obligation net of amounts necessary to pay it or any operating or other expenses, the payment of which is required or permitted to be made with such revenues prior to the payment of such Qualifying Senior Obligation.

"Program" means the commercial paper program established under this Resolution on June 15, 2006 and each additional commercial paper program established hereunder, each of which is intended to constitute a single issue of Notes pursuant to the Code.

"Program Issuance Date" means initially June 15, 2006, and such other date on which the University executes a new Tax Certificate relating to the Issuance of Notes under a new Program pursuant to Section 2.10 hereof.

"Projects" means costs associated with any capital project approved by the Board or other utilization of funds by the University which is permitted by law, including without limitation, capitalized interest, financing costs and working capital, consistent with the University's debt policy, and any other costs approved by the Board for financing hereunder.

"Qualifying Senior Obligation" means any existing Credit Obligation secured by a pledge of any portion of the Pledged Revenues, and any additional Credit Obligation issued pursuant to

Section 6.3(b) or 6.3(c) or to refund any Qualifying Senior Obligation as described in Section 6.3(e).

"Rating Agency" means Moody's, S&P and/or Fitch, if any or all of such rating agencies have provided a rating for the Notes.

"Rating Category" means one of the general rating categories of a Rating Agency, without regard to any refinement or gradation of such rating category by a numerical modifier or otherwise.

"Resolution" or "Note Resolution" means this Resolution, adopted by the Board on February __, 2007, with respect to the Notes, together with any other resolutions supplemental hereto as herein permitted.

"Securities Depository" means The Depository Trust Company, a limited purpose trust corporation organized and existing under the laws of the State of New York, and any other securities depository for the Notes appointed pursuant to Section 2.11.

"Series A (Tax-Exempt) Notes" mean The Rector and Visitors of the University of Virginia Commercial Paper General Revenue Pledge Notes, Series A (Tax-Exempt), which shall be issued pursuant to Section 2.1 on a tax-exempt basis.

"Series B (Taxable) Notes" mean the Rector and Visitors at the University of Virginia Commercial Paper General Revenue Pledge Notes, Series B (Taxable), which shall be issued pursuant to Section 2.1 on a taxable basis.

"S&P" means Standard & Poor's, a Division of The McGraw-Hill Companies, and its successors and assigns, except that if such division shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term "S&P" shall be deemed to refer to any other nationally recognized securities rating agency selected by the University.

"State Treasurer" means the State Treasurer of the Commonwealth.

"Supplemental Resolution" means any resolution adopted by the University amending, modifying or supplementing this Resolution, any Supplemental Resolution or any Note in accordance with the terms of this Resolution.

"Tax Certificate" means the tax certificate executed by the University in connection with the initial issuance and delivery of the Notes, as amended, modified or supplemented from time to time, and any tax certificate executed by the Board and the University in connection with the establishment of a new Program, as amended, modified or supplemented from time to time.

"University" means the Rector and Visitors of the University of Virginia, an educational institution and a public body and governmental instrumentality for the dissemination of education, and its successor or successors.

"2003 Resolution" means the resolution of the Executive Committee of the Board dated March 5, 2003 authorizing the initial issuance of the Notes.

"2005 Resolution" means this resolution of the Executive Committee of the Board dated June 28, 2005 amending the 2003 Resolution.

Section 1.2 Rules of Construction/Use of Words and Phrases.

Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, the word "person" shall include corporations and associations, including public bodies, as well as natural persons. Singular words shall connote the plural number as well as the singular and vice versa.

All references in this Resolution to particular Articles or Sections are references to Articles or Sections of this Resolution unless otherwise indicated.

The headings and table of contents as used in this Resolution are solely for convenience of reference and shall not constitute a part of this Resolution nor shall they affect its meaning, construction or effect.

ARTICLE II
AUTHORIZATION, FORM, EXECUTION, DELIVERY,
REGISTRATION AND PAYMENT OF THE NOTES

Section 2.1 Authorized Indebtedness; Authorization of the Notes; Establishment of Programs.

(a) The incurrence of short-term indebtedness in the form of commercial paper notes of the University is hereby authorized to finance all or any portion of the costs of any Projects. For the purpose of providing such funds, together with other available funds, there shall be issued, under the authority of the Act, Notes of the University. The Notes shall be designated "The Rector and Visitors of The University of Virginia Commercial Paper General Revenue Pledge Notes." The Notes shall be issued from time to time, in one or more Programs, in accordance with the Note Orders and Program Orders given to the Issuing and Paying Agent in accordance with Sections 2.2, 2.3 and 2.10. The Notes shall carry the designation of either "Series A (Tax-Exempt)" or "Series B (Taxable)", as appropriate. For the purposes of internal accounting and recordkeeping, each Note may be further designated to indicate the Program of which it is a part. For example, the internal designations may be "Series A-1 (Tax-Exempt)" and "Series B-1 (Taxable)" for the initial Program, "Series A-2 (Tax-Exempt)" and "Series B-2 (Taxable)" for the second Program and so forth. The University hereby covenants that no Notes shall be issued hereunder unless on the date of issuance thereof, there is in full force and effect authority for the issuance of such Notes in accordance with the Act. For all purposes of this Resolution, in computing the aggregate principal amount of Notes outstanding on any date, there shall be excluded the amount of any Original Issue Discount on any Note.

(b) The initial Program was established as of June 15, 2006, with the Notes issued at that time. From time to time, the University may establish a new Program hereunder as set forth in Section 2.10 hereof.

Section 2.2 Details of the Notes.

The Notes shall be substantially in the form set forth in Appendix A hereto and made a part hereof with such insertions, omissions or variations as may be deemed necessary or appropriate by the Authorized Officers of the University executing the same and as shall be permitted by the Act. The University hereby adopts the form of Note set forth in Appendix A hereto, and all of the covenants and conditions set forth therein, as and for the form of obligation to be incurred by the University. The covenants and conditions set forth in the form of Note are incorporated in this Resolution by reference and shall be binding upon the University as though set forth in full herein. The Notes may contain, or have endorsed thereon, any notations, legends or endorsements not inconsistent with the provisions of this Resolution that are necessary or desirable to meet any law, stock exchange rule or usage if approved by an Authorized Officer of the University prior to the authentication and delivery thereof. The execution and delivery of the Notes by the University in accordance with this Resolution shall be conclusive evidence of the approval of the form of the Notes by the University, including any insertions, omissions, variations, notations, legends or endorsements authorized by this Resolution.

The Notes shall be numbered in the manner determined by the Issuing and Paying Agent. Before authenticating and delivering any Note, the Issuing and Paying Agent shall complete the form of such Note.

Notes shall be issuable in denominations of $100,000 and integral multiples of $1,000 in excess of $100,000 and may be issued in registered or bearer form. Each Note shall be dated the date of its issuance.

Each Note shall mature on a Business Day determined by the Dealer in accordance with the provisions of this paragraph that is not later than the latest date that is not more than 270 days after the date of issuance of such Note; provided that no Note shall mature on a date which is after the Final Maturity Date.

On or before each date on which Notes are issued in accordance with Section 2.3, the Dealer shall determine the maturity date and interest rate for such Notes in accordance with this Section. The Dealer shall determine the maturity date of each Note on the date of issuance of such Note to be the date that, in the judgment of the Dealer as of the date of determination, when considered together with the maturity dates of other Notes, produces the greatest likelihood of the lowest net interest cost on the Notes to the University during each year.

It is recognized that (a) the Dealer may, in the exercise of its judgment, determine maturities for Notes that result in interest rates on Notes that are higher than those that would be borne by Notes with other maturity dates in order to increase the likelihood of achieving the lowest overall debt service cost on the Notes to the University and (b) in view of the uncertainties involved in forecasting interest rates, the Dealer may establish different maturities for Notes on the same date in order to achieve an average of maturities that, in its judgment, is most likely to achieve the lowest debt service on the Notes. The determination of maturity dates for Notes by the Dealer as herein provided shall be based upon the market for and the relative yields of the Notes and other securities that bear interest at a variable rate or at fixed rates that, in the judgment of the Dealer, are otherwise comparable to the Notes, or any fact or circumstance

Relating to the Notes or affecting the market therefor or affecting such other comparable securities in a manner that, in the judgment of the Dealer, will affect the market for the Notes.

Notwithstanding the foregoing provisions of this Section, upon receipt of notice from the University of the aggregate principal amount of Notes to be retired on any date, the Dealer shall determine maturity dates for Notes in a manner that shall permit the retirement of Notes on such date to the extent possible, taking into account the maturity dates of Commercial Paper Notes then Outstanding.

Each Note shall bear interest at the rate determined by the Dealer on or before the date of issuance thereof to be the minimum rate that, in the judgment of the Dealer, would enable the Dealer to sell such Commercial Paper Note on the date of issuance at a price equal to its fair market value considering similar securities. It is understood that different interest rates may be determined for Notes maturing on the same date. Interest on Series A (Tax-Exempt) Notes shall be calculated on the basis of the actual number of days elapsed in a year containing 365 or 366 days (as the case may be). Such interest shall be payable on the maturity date of such Notes. Series A (Tax-Exempt) Notes may only be sold at a price equal to 100% of the principal amount thereof.

Interest on Series B (Taxable) Notes shall be calculated on the basis of the actual number of days elapsed in a year containing twelve 30-day months. Such interest shall be payable on the maturity date of such Notes. Series B (Taxable) Notes may be sold at a price equal to the principal amount thereof less any original issue discount or premium thereon.

The Dealer shall give written notice of each interest rate and maturity date determined for any Note in any month to the University and the Issuing and Paying Agent in accordance with the terms of the Dealer Agreement. The Dealer and the Issuing and Paying Agent shall keep a record of each interest rate and maturity date determined in accordance with this Section and shall provide written confirmation thereof upon the request of the University from time to time.

The determination of the interest rates and maturity dates for Notes by the Dealer as provided in this Section shall be conclusive and binding on the Holders of such Notes, the University and the Issuing and Paying Agent.

Subject to the provisions of Section 2.3, from time to time upon receipt of written, facsimile, telecopy or telex instructions or notice transmitted directly to the Issuing and Paying Agent's computers or in such other manner as the Issuing and Paying Agent then employs as its normal business practice ("Issuance Instructions") on a Business Day from the University or the Dealer, the Issuing and Paying Agent shall complete, authenticate and deliver Note certificates to or upon the order of the Dealer in accordance therewith or, if the Book-Entry System is then in effect, give instructions for the issuance of Notes to DTC in the manner set forth in, and take such other actions as are required by, the Letter of Representations; provided that such Issuance Instructions are received by the Issuing and Paying Agent not later than 12:30 p.m., New York, New York time in the case of Notes to be issued in certificated form, or 1:00 p.m., New York, New York time if the Book-Entry System is then in effect (or, in either case such later time as shall be acceptable to the Issuing and Paying Agent) on the date on which such Notes are to be issued.

The Dealer shall comply with any procedures established by a Note Order in the determination of interest rates and maturity dates for Notes in accordance with this Section.

The principal of and interest on the Notes will be payable in any money of the United States of America that at the time of payment is legal tender for payment of public and private debts or by check payable in such money only upon presentation and surrender of such Notes at the Designated Office at the Issuing and Paying Agent.

Section 2.3 Conditions Precedent to Delivery of Notes.

(a) On or before the first date on which Notes were authenticated and delivered hereunder, there was delivered to the Issuing and Paying Agent each of the following:

• (i) a copy of this Resolution certified by an Authorized Officer of the University;


• (ii) counterparts of the Issuing and Paying Agency Agreement and the Dealer Agreement, each executed by the parties thereto;


• (iii) an opinion of Bond Counsel to the effect that (A) this Resolution has been duly authorized, executed and delivered by the University and, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitute valid and binding obligations of the University; and (B) the University is duly authorized and entitled to issue such Notes and, upon the execution, authentication and delivery of and payment for such Notes as provided in this Resolution and compliance by the University with the provisions hereof, the Notes will constitute valid and binding obligations of the University; and


• (iv) with respect to Series A (Tax-Exempt) Notes only, an opinion of Bond Counsel to the effect that the interest on such Series A (Tax-Exempt) Notes will be excluded from the gross income of the holder thereof for federal income tax purposes or from income taxation under the laws of the Commonwealth (subject to customary exceptions).

(b) Subject to the provisions of Section 2.1, Notes may be executed by the University and delivered to the Issuing and Paying Agent from time to time, whereupon the Issuing and Paying Agent shall authenticate and deliver such Notes to or upon the order of the Dealer against receipt of the purchase price thereof, but only upon delivery to the Issuing and Paying Agent and the Dealer, on or prior to such date, of (i) a Note Order authorizing the issuance of such Notes duly executed by the University, which shall (A) direct the authentication and delivery of such Notes, (B) specify the aggregate principal amount of Notes then to be delivered, (C) state the purchase price of such Notes, (D) state the dated date of such Notes, their interest rates and any Original Issue Discount on such Notes, (E) specify the Projects to be financed and refinanced with proceeds of such Notes, (F) specify the funds into which the proceeds of such Notes are to be deposited, (G) specify the series designation and Program designation of such Notes, and (H) whether or not a Liquidity Facility will be in effect with respect to such Notes; (ii) in the event that the projects being financed with the issuance of tax-exempt Notes are not projects that have

been previously financed with tax-exempt Notes, an opinion of Bond Counsel to the effect that the issuance of such Notes for the projects being financed is authorized and, if any of such Notes are Series A (Tax-Exempt) Notes, that the issuance of such Series A (Tax-Exempt) Notes will not have a material adverse effect on the status of interest on the Series A (Tax-Exempt) Notes for federal income tax purposes; (iii) in the event the Notes will be issued as a part of a new Program, the items required by Section 2.10 hereof; and (iv) in the event that the aggregate principal amount of the Notes issued or outstanding hereunder will exceed the Maximum Authorized Principal Amount after such issuance of Notes, an opinion of Bond Counsel to the effect that the University is duly authorized and entitled to issue such Notes and, upon the execution, authentication and delivery of and payment for such Notes as provided in this Resolution and compliance by the University with the provisions hereof, the Notes will constitute valid and binding obligations of the University.

(c) Notwithstanding the provisions of paragraph (b) above, on the maturity date of any Outstanding Note, an additional Note or Notes in aggregate principal amount equal to the aggregate principal amount of Notes maturing on such date issued to refund such Notes to the extent and as provided in the Note Order authorizing the issuance of such Note shall be authenticated and delivered by the Issuing and Paying Agent to or upon the order of the Dealer against receipt of the purchase price thereof from time to time, provided that the Issuing and Paying Agent shall not authenticate or deliver any Notes after any Non-Issuance Notice shall have been received by the Issuing and Paying Agent.

(d) In accordance with the Act, the University may issue refunding bonds or notes to refund any Outstanding Notes pursuant to and in accordance with the provisions of any resolution of the University authorizing such refunding bonds or notes, which may provide (without limitation) for the refunding of Outstanding Notes in advance of the earliest redemption date for such Outstanding Notes.

Section 2.4 Execution of the Notes.

The Notes shall be executed in the name and on behalf of the University by its Chief Operating Officer and the official seal of the University shall be impressed, imprinted, reproduced or lithographed on the Notes. The signatures on the Notes may be by facsimile. In case any of the officers who shall have signed or attested any of the Notes shall cease to be such officer or officers of the University before the Notes so signed or attested shall have been issued by the University, such Notes may nevertheless be delivered and issued and, upon such delivery and issue, shall be as binding upon the University as though those who signed and attested the same had continued to be such officers of the University. Any Notes may be signed and attested on behalf of the University by such persons as at the actual date of execution of such Notes shall be the proper officers of the University although at the nominal date of such Notes any such person shall not have been such officer of the University.

Notes so executed shall be delivered to the Issuing and Paying Agent for authentication by it, and the Issuing and Paying Agent shall authenticate and deliver such Notes as herein provided and not otherwise.

Only such of the Notes as shall bear thereon a certificate of authentication, manually executed by the Issuing and Paying Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Resolution, and such certificate of the Issuing and Paying Agent shall be conclusive evidence that the Notes so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this Resolution.

Section 2.5 Transfer of the Notes.

The Notes may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of Section 2.7, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Notes for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form approved by the Issuing and Paying Agent.

Whenever any Notes shall be surrendered for registration of transfer, the University shall execute and the Issuing and Paying Agent shall authenticate and deliver new Notes, of authorized denominations of the same maturity and interest rate and for a like aggregate principal amount. Such transfer shall be without charge to the holder, except that the Issuing and Paying Agent shall require the Noteholder requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer.

Section 2.6 Exchange of the Notes.

The Notes may be exchanged at the office of the Issuing and Paying Agent for a like aggregate principal amount of the Notes of other authorized denominations of the same maturity and interest rate. Such exchange shall be without charge to the holder, except that the Issuing and Paying Agent shall require the Noteholder requesting such exchange to pay any tax or other governmental charge required to be paid with respect to such exchange.

Section 2.7 Note Register; Notices; Persons Treated as Owners.

The Issuing and Paying Agent will keep or cause to be kept, at its office, sufficient books for the registration and transfer of the Notes, which shall at all times during regular business hours upon reasonable notice be open to inspection by the University; and, upon presentation for such purpose, the Issuing and Paying Agent shall, under such reasonable regulations as it may prescribe, register or cause to be registered, on such books, the transfer or exchange of the Notes as hereinbefore provided. Notices sent to Noteholders pursuant to this Resolution shall be sent to the addresses shown on the registration books maintained by the Issuing and Paying Agent or such other address as may be filed with the Issuing and Paying Agent for such purpose. All notices required to be given by mail shall be given by first class mail, postage prepaid.

In addition to the other obligations imposed on the Issuing and Paying Agent hereunder, the Issuing and Paying Agent shall agree to deliver upon request a list of the names and addresses of the registered owners of the Notes, as follows:

• (i) to any Noteholder, if an Event of Default shall have occurred and be continuing; and


• (ii) to the registered holders of 25% or more in aggregate principal amount of the Notes then outstanding, at any time.

Prior to due presentment for registration of transfer of any Note, the Issuing and Paying Agent shall treat the registered owner as the person exclusively entitled to payment of principal, premium, if any, and interest and the exercise of all other rights and powers of the owner.

Section 2.8 Temporary Notes.

The Notes may be issued in temporary form exchangeable for definitive Notes when ready for delivery. Any temporary Note may be printed, lithographed or typewritten, shall be of such denomination as may be determined by the University and may contain such reference to any of the provisions of this Resolution as may be appropriate. A temporary Note may be in the form of a single Note payable in installments, each on the date, in the amount and at the rate of interest established for the Notes maturing on such date. Every temporary Note shall be executed by the University and be authenticated by the Issuing and Paying Agent upon the same conditions and in substantially the same manner as the definitive Notes. If the University issues temporary Notes it will execute and deliver definitive Notes as promptly thereafter as practicable, and thereupon the temporary Notes may be surrendered, for cancellation, in exchange therefor at the office of the Issuing and Paying Agent and the Issuing and Paying Agent shall authenticate and deliver in exchange for such temporary Notes an equal aggregate principal amount of definitive Notes of authorized denominations of the same maturity or maturities and interest rate. Until so exchanged, the temporary Notes shall be entitled to the same benefits under this Resolution as definitive Notes authenticated and delivered hereunder.

Section 2.9 Notes Mutilated, Lost, Destroyed or Stolen.

If any Note shall become mutilated, the University, at the expense of the owner of such Note, shall execute, and the Issuing and Paying Agent shall thereupon authenticate and deliver, a new Note of like tenor bearing a different number in exchange and substitution for the Note so mutilated, but only upon surrender to the Issuing and Paying Agent of the Note so mutilated. Every mutilated Note so surrendered to the Issuing and Paying Agent shall be canceled by it and shall be delivered to, or upon the order of, the University. If any Note shall be lost, destroyed or stolen, evidence of the ownership thereof and of such loss, destruction or theft may be submitted to the University and the Issuing and Paying Agent and, if such evidence be satisfactory to them and indemnity satisfactory to them shall be given, the University, at the expense of the owner, shall execute, and the Issuing and Paying Agent shall thereupon authenticate and deliver, a new Note of like tenor bearing a different number in lieu of and in substitution for the Note so lost, destroyed or stolen (or if any such Note shall have matured or shall be about to mature, instead of issuing a substitute Note, the Issuing and Paying Agent may pay the same without surrender thereof). The University may require payment of a sum not exceeding the actual cost of preparing each new Note issued under this Section and of the related expenses which may be incurred by the University and the Issuing and Paying Agent. Any Note issued under the provisions of this Section in lieu of any Note alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the University whether or not the Note so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be entitled to the benefits of this Resolution with all other Notes secured by this Resolution.

Section 2.10 The Establishment of New Programs.

(a) A new Program may be established hereunder for Series A (Tax-Exempt) Notes, from time to time, by the completion and execution by an Authorized Officer of the University, and the Notice to the Issuing and Paying Agent and the Dealer, of a New Program Order in substantially the form attached hereto as Exhibit C, and compliance with the provisions of Section 2.10(c) hereof. No further action shall be required to be taken by the Board or the Executive Committee in order to establish a new Program hereunder, other than as set forth in this Section 2.10. The establishment of a new Program, in and of itself, shall not require the consent of the holders of any Notes.

(b) A Program may be established from time to time to succeed another Program. On and after the date a new Program is established hereunder, no Notes may be issued under a prior Program; however, Notes may be issued to refund Notes under the prior Program and Outstanding Notes issued under a prior Program shall continue to be subject to the terms and provisions of this Resolution until their maturity date. It is the intention of the University that all Series 2003A Notes issued under a Program, as a part of one or more Series, for a period not greater than the 18-month period beginning on the date of the first issuance of Series A (Tax-Exempt) Notes under such Program (such period, the "New Money Issuance Period") shall constitute a single issue under the Code. Under each Program, Series A (Tax-Exempt) Notes may be issued during the New Money Issuance Period to finance or refinance (i) Costs of the Projects, (ii) certain costs of issuance of the Series A (Tax-Exempt) Notes or (iii) Series A (Tax-Exempt) Notes issued under such Program or a prior Program. After the New Money Issuance Period, Series A (Tax-Exempt) Notes may be issued under a Program only to refinance Notes previously issued under that Program.

(c) The establishment and effectiveness of a new Program shall be conditioned upon the delivery to the Issuing and Paying Agent of each of the following:

• (i) A fully executed copy of the New Program Order;


• (ii) Fully executed copies of a Tax Certificate and IRS Form 8038 with respect to such Program;


• (iii) An opinion of Bond Counsel with respect to such Program; and


• (iv) Such other documents, certificates and opinions as the Board, Bond Counsel, counsel to the Board, the Issuing and Paying Agent, the Dealer or the Dealer counsel may reasonably require.

Section 2.11 Book Entry Provisions.

The provisions of this Section 2.11 shall apply to the Notes so long as all of the Notes shall be maintained in book-entry form with Depository Trust Company ("DTC") or any other Securities Depository, any other provisions of this Resolution to the contrary notwithstanding.

On the date of the initial delivery of the Notes hereunder, the Issuing and Paying Agent shall authenticate a Master Note registered in the name of Cede & Co., as nominee of DTC, and deliver such Master Note to DTC.

The principal of and interest on the Notes shall be payable to the Securities Depository, or registered assigns, as the registered owner of the Notes, on each date on which the principal of or interest on the Notes becomes due in accordance with the Letter of Representation. Such payments shall be made to the offices of the Securities Depository specified by the Securities Depository to the University and Issuing and Paying Agent in writing. Without notice to or the consent of the Beneficial Owners of the Notes, the University and the Securities Depository may agree in writing to make payments in a manner different from that set out herein. In such event, the University shall give the Issuing and Paying Agent notice thereof, and the Issuing and Paying Agent shall make payments with respect to the Notes in the manner specified in such notice as if set forth herein. Neither the University nor the Issuing and Paying Agent shall have any obligation with respect to the transfer or crediting of the appropriate payments to any participant of any Securities Depository (a "Participant") or the Beneficial Owners of the Notes or their nominees.

So long as the Securities Depository or its nominee is the registered owner of the Notes, the University and the Issuing and Paying Agent will recognize the Securities Depository or its nominee, respectively, as the holder of all of the Notes for all purposes, including (without limitation) the payment of the principal of and interest on the Notes, the giving of notices and any consent or direction required or permitted to be given to, or on behalf of, the holders of the Notes under this Resolution.

The University, in its discretion, at any time may replace any Securities Depository as the depository for the Notes with another qualified securities depository or discontinue the maintenance of the Notes under a Book-Entry System upon 30 days notice to the Securities Depository (or such fewer number of days as shall be acceptable to such Securities Depository). A copy of any such notice shall be delivered promptly to the Issuing and Paying Agent.

If the University discontinues the maintenance of the Notes under the Book-Entry System, the University will issue Notes directly to the Participants or, to the extent requested by any Participant, to the Beneficial Owners of Notes as further described in this Section. The University shall make provisions to notify Participants and the Beneficial Owners of the Notes, by mailing an appropriate notice to the Securities Depository, or by other means deemed appropriate by the University in this discretion, that it will issue Notes directly to the Participants or, to the extent requested by any Participant, to Beneficial Owners of Notes as of a date set forth in such notice, which shall be a date at least 10 days after the date of mailing of such notice (or such fewer number of days as shall be acceptable to the Securities Depository).

In the event that Notes are to be issued to Participants or to Beneficial Owners of the Notes, the University shall promptly have prepared Notes in certificated form registered in the names of the Participants as shown on the records of the Securities Depository provided to the Issuing and Paying Agent or, to the extent requested by any Participant, in the names of the

Beneficial Owners of Notes shown on the records of such Participant provided to the Issuing and Paying Agent, as of the date set forth in the notice delivered in accordance with this paragraph.

If the University replaces any Securities Depository as the depository for the Notes with another qualified Securities Depository, the University will issue to the replacement Securities Depository Notes registered in the name of such replacement Securities Depository.

Each Securities Depository and the Participants and the Beneficial Owners of the Notes by their acceptance of the Notes, agree that the University and the Issuing and Paying Agent shall have no liability for the failure of any Securities Depository or to perform its obligations to any Participant or any Beneficial Owner of any Notes, nor shall the University or the Issuing and Paying Agent be liable for the failure of any Participant or other nominee of any Beneficial Owner of any Notes to perform any obligation that such Participant or other nominee may incur to any Beneficial Owner of the Notes.

Each Securities Depository and the Participants thereof and the Beneficial Owners of the Notes, by their acceptance of the Notes, agree that the University and the Issuing and Paying Agent shall have no liability or responsibility with respect to (1) the accuracy of any records maintained by such Securities Depository or any Securities Depository participant; (2) the payment by such Securities Depository to any Securities Depository participant or by any Securities Depository participant to any beneficial owner of any amount due in respect of the principal of and premium, if any, and interest on the Notes; (3) the delivery or timeliness of delivery by such Securities Depository to any Securities Depository participant or by any Securities Depository participant to any beneficial owner of any notice which is given to Noteholders; (4) the selection of the beneficial owners to receive payment in the event of any partial redemption of the Notes; or (5) any consent given or other action taken by such Securities Depository or any nominee of such Securities Depository, as Noteholder.

Section 2.12 Liquidity Facility.

(a) At any time the University may provide for the delivery to the Issuing and Paying Agent of a Liquidity Facility or alternate Liquidity Facility in an amount equal to the principal amount of the Notes then Outstanding plus such additional amount as is necessary to cause such Notes to be assigned the highest short term rating of each Rating Agency, as evidenced by a written confirmation of rating delivered by each such Rating Agency, provided the University shall cause the notice described below to be given to the Noteholders. Such Liquidity Facility or alternate Liquidity Facility shall have such terms as may be agreed upon by the University and the issuer of such Liquidity Facility. On or prior to the date of the delivery of a Liquidity Facility or alternate Liquidity Facility and in such time to provide for the notice to Noteholders provided below, the University shall furnish to the Issuing and Paying Agent (x) if any Series A (Tax-Exempt) Notes are outstanding, a Favorable Opinion of Bond Counsel and (y) written confirmation from each Rating Agency to the effect that such Rating Agency has reviewed the proposed Liquidity Facility or alternate Liquidity Facility and that the issuance of the Liquidity Facility or substitution of the proposed alternate Liquidity Facility for the existing Liquidity Facility will not, by itself, result in a reduction or withdrawal of the then-applicable rating(s) assigned by each Rating Agency to Notes. If a Liquidity Facility is in effect, the University may

allow it to terminate or expire without providing an alternate Liquidity Facility, if on or prior to its termination date in such time to provide the notice to Noteholders provided below, the University shall furnish to the Issuing and Paying Agent (xx) if any Series A (Tax-Exempt) Notes are outstanding, a Favorable Opinion of Bond Counsel and (yy) written confirmation from each Rating Agency to the effect that such termination without an alternate Liquidity Facility will not, by itself, result in a reduction or withdrawal of the then-applicable rating(s) assigned by each Rating Agency to the Notes. Notwithstanding anything herein to the contrary, the University may provide for the delivery of a Liquidity Facility or an alternate Liquidity Facility or the termination of an existing Liquidity Facility without an alternate Liquidity Facility , without the above notice to the Noteholders and without providing the Issuing and Paying Agent with the confirmation from each Rating Agency described above, provided such Liquidity Facility delivery or termination occurs on a date when all the Notes mature or when there are no Notes outstanding.

(b) At the written direction of the University, and subject to Section 5.7 hereof, the Issuing and Paying Agent shall execute and deliver (i) any instrument that, upon such execution and delivery by the Issuing and Paying Agent, would constitute a Liquidity Facility or an alternate Liquidity Facility and/or (ii) any related or required documentation. The University may authorize such supplemental resolutions to this Resolution as may be necessary to facilitate the delivery, use or expiration of any Liquidity Facility.

(c) The University shall give the Issuing and Paying Agent, the Dealer and the issuer of any existing Liquidity Facility, if any, written notice, indicating the proposed effective date of a Liquidity Facility or any alternate Liquidity Facility, or the termination or expiration date of any existing Liquidity Facility, not less than forty (40) calendar days prior to the proposed effective date of any Liquidity Facility or expiration date of any Liquidity Facility. The University and the Issuing and Paying Agent shall mail to the Noteholders, at least twenty (20) calendar days prior to the proposed effective date of any Liquidity Facility or expiration date of any Liquidity Facility, a notice of such change in Liquidity Facility, stating the terms of such Liquidity Facility, information about the issuer of such Liquidity Facility, a description of any revisions to this Resolution or the Notes to facilitate the delivery, use or expiration of such Liquidity Facility, and that the University expects to receive confirmation from each Rating Agency to the effect that such Rating Agency has reviewed the proposed Liquidity Facility or alternate Liquidity Facility, if applicable, and that the issuance of the Liquidity Facility or substitution of the proposed alternate Liquidity Facility for the existing Liquidity Facility or termination of the Liquidity Facility without provision of an alternate Liquidity Facility will not, by itself, result in a reduction or withdrawal of the then-applicable rating(s) assigned by each Rating Agency to the Notes.

Section 2.13 Payment of Maturing Notes.

(a) The Dealer shall notify the Issuing and Paying Agent and the University not later than 11:00 a.m. (Eastern Time) on the date any Notes mature of the amount of such Notes that were successfully remarketed or reissued and the registration instructions (i.e., the names, addresses and taxpayer identification numbers of the purchasers, any account number for payment of principal and interest furnished by a purchaser to the Dealer) with respect thereto. The Dealer shall at or before 2:30 p.m. (Eastern Time) on such maturity date transfer of the purchase price of such remarketed or reissued Notes to the Issuing and Paying Agent in immediately available funds for deposit in the Remarketing Account created in Section 5.1.

(b) The Dealer shall notify the Issuing and Paying Agent, the University and any Liquidity Facility Issuer by 11:00 a.m. (Eastern Time), to the extent that Notes maturing that day are not remarketed, of the amount of all Notes maturing that day less the aggregate amount of the proceeds of any remarketing or reissuance proceeds to be transferred to the Issuing and Paying Agent by Dealer pursuant to the proceeding subsection. On such date, the University shall provide to the Issuing and Paying Agent such amounts by 2:30 p.m. (Eastern Time) or, if a Liquidity Facility is in effect, by 12:30 p.m. (Eastern Time). If a Liquidity Facility is in effect, in the event the Issuing and Paying Agent receives any notice of insufficient remarketing or reissuance proceeds from the Dealer by 11:30 a.m. (Eastern Time), the Issuing and Paying Agent shall draw on any such Liquidity Facility to be drawn upon, by 12:30 p.m. (Eastern Time) on such date in such amount as may be necessary to pay all Notes maturing that day, but only to the extent the University has not provided other funds sufficient to make such payments.

(c) The Issuing and Paying Agent shall make provision for the payment to DTC of any amounts due on the Notes maturing no later than 3:00 p.m. (Eastern Time) on the date of their maturity. Funds for the payment of Notes maturing on any date shall be derived solely from the following sources in the order of priority indicated and neither the University, the Issuing and Paying Agent nor the Dealer shall be obligated to provide funds from any other source: (i) first from immediately available funds on deposit in the Remarketing Proceeds Account and (ii) then from immediately available funds on deposit in the Purchase Account.

ARTICLE III

[RESERVED]

ARTICLE IV
CUSTODY AND APPLICATION OF
PROCEEDS OF THE NOTES

Section 4.1 Custody and Application of Proceeds of the Notes.

The proceeds of the Notes shall be delivered to and deposited by the Custodian:

• (a) To the Construction Fund, and


• (b) To a special account created with the Custodian for each Program for the payment of expenses incident to the issuance of the Notes for such Program, as it may be directed by the Authorized Officer of the University at the time the Notes are issued. Any amounts remaining in the special account on that date which is one year from the Program Issuance Date shall be deposited in the Debt Service Fund and applied to pay interest on such Notes on their next payment date.

Section 4.2 Construction Fund.

A special fund is hereby created in the office of the Custodian as the Construction Fund, to the credit of which there shall be deposited a portion of the proceeds of the Notes. There may also be deposited to the credit of the Construction Fund any moneys received from any other source for paying the Cost of the Projects (herein defined), provided if Series A (Tax-Exempt) Notes are outstanding, only if the University shall have received a Favorable Opinion of Bond Counsel with respect to such deposit. The moneys in the Construction Fund shall be held in trust and applied to the payment of the Cost of the Projects, as defined in Section 4.3, and, pending such application, shall be subject to a lien and charge in favor of the holders of the Notes and for the future security of such holders until paid out or transferred as herein provided.

Section 4.3 Items of Cost of the Projects.

For the purposes of this Resolution the Cost of the Projects shall include, without intending thereby to limit or restrict or to extend any proper definition of such costs under the Act or this Resolution, any or all of the following:

(a) obligations incurred for labor and materials and to contractors, builders and materialmen in connection with the Projects;

(b) the cost of acquiring by purchase, if such purchase shall be deemed expedient, and the amount of any award or final judgment in or any settlement or compromise of any proceeding to acquire by condemnation, such lands, property, rights, rights of way, franchises, easements and other interests as may be deemed necessary or convenient by the Board for the construction and operation of the Projects, options and partial payments thereon, and the amount of any damages incident to or consequent upon such construction and operation;

(c) the cost of furnishing and equipping the Projects;

(d) interest on the Notes, prior to and during construction of each component of the Projects and for up to one (1) year thereafter;

(e) taxes or other municipal or governmental charges lawfully levied or assessed during construction upon the Projects or any property acquired therefor, and premiums on insurance, if any, in connection with the Projects during construction; fees and expenses of engineers and architects for surveys and estimates and other preliminary investigations, preparation of plans, drawings and specifications and supervising construction, as well as for the performance of all other duties of engineers and architects in relation to the planning and construction of the Projects or the issuance of Notes therefor;

(f) expenses of administration properly chargeable to the Projects, legal expense and fees, fees and expenses of consultants, financing charges, cost of audits and of preparing and issuing the Notes, and all other items of expense not elsewhere in this Section specified incident to the planning, construction, development and equipping of the Projects and the placing of the Projects in operation; and

(g) any obligation or expenses heretofore or hereafter incurred by the University, any agent of the University or by any other agency of the Commonwealth of Virginia in connection with the Projects for any of the foregoing purposes.

Section 4.4 Payments from Construction Fund.

Payment of the Cost of the Projects shall be made from the appropriate account of the Construction Fund and other available funds, all as provided by law. All payments from the Construction Fund shall be subject to the provisions and restrictions set forth in this Article, and the Board covenants that it will not cause or permit to be paid from the Construction Fund any sums except in accordance with such provisions and restrictions.

Moneys in the Construction Fund shall be paid out by the Custodian to be issued on vouchers of the University, all in accordance with the Act, the amounts stated in such vouchers to be certified by the University to be necessary for paying items of Cost of the Projects.

The vouchers shall be in substantially the form of Exhibit B hereto (or in such other form required by the Custodian) and shall state each amount to be paid, the appropriate account from which funds should be used, the name of the person, firm or corporation to whom each such payment is due and the purpose for which the obligation to be paid was incurred, and shall certify that the goods or services specified have been received, or performed, payment therefor has not been previously authorized and that the expenditure is a proper charge to the appropriation for the Construction Fund.

The University shall keep accounts of the Costs of the Projects which have been, and are expected to be, spent for each component of the Projects to ensure that such Costs of the Project shall not exceed the maximum authorized amount for each such component.

Section 4.5 Disposition of Balance in Construction Fund.

When the Projects shall have been completed and placed in operation, as evidenced by a certificate signed by the Chief Financial Officer and filed with the Secretary of the Board and the Custodian, any balance in the Construction Fund not deemed by the Board to be necessary to be reserved for the payment of any remaining part of the Cost of the Projects shall be deposited to the credit of the Debt Service Funds for the Notes, and used to pay interest on the Notes on their next interest payment date.

ARTICLE V
REVENUES AND FUNDS

Section 5.1 Debt Service Fund.

(a) A special fund is hereby created in the office of the Issuing and Paying Agent and designated "The Rector and Visitors of the University of Virginia Commercial Paper General Revenue Pledge Notes Debt Service Fund" (the "Debt Service Fund"). On or before each date on which payments of interest, premium or principal shall be due and payable on the Notes (a "Payment Date"), the University shall transfer or cause to be transferred to the Issuing and Paying Agent for deposit in the Debt Service Fund an amount of money sufficient to cause the amount held in the Debt Service Fund to be equal to the interest, premium and principal due on the Notes on such Payment Date.

(b) The Issuing and Paying Agent shall further establish separate trust accounts within the Debt Service Fund to be known as the "Purchase Account" and the "Remarketing Proceeds Account" to be used as follows:

• (i) Remarketing Proceeds Account. Upon receipt of the proceeds of a remarketing or reissuance any Notes, the Issuing and Paying Agent shall deposit such proceeds in the applicable Remarketing Proceeds Account for application to the payment of maturing Notes.


• (ii) Purchase Account. Upon receipt from any Liquidity Facility Issuer of the immediately available funds transferred to the Issuing and Paying Agent, or receipt from the University of immediately available funds for the payment of the Notes, the Issuing and Paying Agent shall deposit such money in the Purchase Account for application to the payment of Notes to the extent that the moneys on deposit in the Remarketing Proceeds Account shall not be sufficient. Any amounts deposited in the Purchase Account and not needed for the payment of the Notes shall be immediately returned to the Liquidity Facility Issuer or the University, as the case may be.

Section 5.2 Payments to Noteholders.

The Issuing and Paying Agent shall at times appropriate to make payment on each Payment Date (as defined in Section 5.1), withdraw from the appropriate accounts of the Debt Service Fund the amounts needed on such date to pay the principal of and premium, if any, and interest on the Notes and shall pay or cause the same to be paid to the Noteholders as such principal, premium and interest become due and payable.

Section 5.3 Pledge of Funds and Accounts.

The moneys in the Debt Service Fund shall be held in trust and applied as herein provided and, pending such application, shall be pledged to, and subject to a lien and charge in favor, of the holders of the Notes issued and outstanding under this Resolution and for the further security of such holders until paid out or transferred as herein provided.

Section 5.4 Moneys Held in Trust.

All moneys from the funds of the University or from any other source and set aside, or deposited with the Issuing and Paying Agent, for the purpose of paying any of the Notes hereby secured, either at the maturity thereof or upon call for redemption, shall be held in trust for the respective holders of such Notes. Any moneys which shall be so set aside or deposited and which shall remain unclaimed by the holders of such Notes for the period of five (5) years after the date on which such Notes shall have become due and payable shall be disposed of by the University and the Issuing and Paying Agent in accordance with The Uniform Disposition of Unclaimed Property Act, Chapter 11.1, Title 55, Code of Virginia of 1950, as amended.

Section 5.5 Cancellation of the Notes Upon Payment.

All Notes paid, redeemed or purchased by the University, either at or before maturity, shall be canceled upon the payment, redemption or purchase of such Notes and shall be delivered to the University when such payment, redemption or purchase is made. All Notes canceled under any of the provisions of this Resolution may be cremated or otherwise destroyed by the University or its designee.

Section 5.6 Investment of Moneys.

Moneys in the Debt Service Fund established pursuant to this Resolution shall be invested by the University or by the Issuing and Paying Agent as shall be directed by the University, but only in Investment Obligations maturing or redeemable at the option of the holder in such amounts and on such dates as may be necessary to provide moneys to meet the payments from such funds and accounts.

Interest earned, profits realized and losses suffered by reason of any investment of the funds and accounts established hereunder shall be credited or charged, as the case may be, to the fund or account for which such investment shall have been made.

The University or the Issuing and Paying Agent may sell or redeem any obligations in which moneys shall have been invested as in this Section provided to the extent necessary to provide cash in the respective funds or accounts to make any payments required to be made therefrom or to facilitate the transfers of money between various funds and accounts as may be required or permitted from time to time pursuant to the provisions of this Article.

In computing the value of the assets of any fund or account established hereunder, investments and accrued interest thereon shall be deemed a part thereof. Such investments shall be valued at the current market value thereof.

Neither the University nor the Issuing and Paying Agent shall be liable for any depreciation in the value of any obligations or securities in which moneys of the funds or accounts created by this Resolution shall be invested as aforesaid, or for any loss arising from any investment permitted hereby. The investments authorized by this Section shall at all times be subject to the provisions of applicable law, as amended from time to time.

Section 5.7 No Risk to Issuing and Paying Agent Funds.

No provision herein shall require the Issuing and Paying Agent to expend its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers unless the Issuing and Paying Agent shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is reasonably insured to it.

ARTICLE VI
PARTICULAR COVENANTS

Section 6.1 Payment of Principal and Interest; Pledge of Pledged Revenues.

The University covenants that it will promptly pay or cause to be paid from the sources described herein the principal of and the interest on every Note issued under the provisions of this Resolution at the place or places, on the dates and in the manner provided herein and in such Notes, and any premium required for the retirement of such Notes by purchase or redemption, according to the true intent and meaning thereof. Except as otherwise provided in this Resolution, such principal, interest and premium are payable solely from Pledged Revenues, which Pledged Revenues are hereby pledged to the payment thereof and to the payment of any Parity Credit Obligations issued by the University in the future, which may include any interest rate swaps or other hedge mechanisms related to the Notes and any dedicated line of credit, standby bond purchase agreement or other liquidity facility related to the Notes, including any Liquidity Facility.

THE UNIVERSITY SHALL NOT BE OBLIGATED TO PAY THE PRINCIPAL OF OR INTEREST ON THE NOTES EXCEPT FROM THE SOURCES NOTED HEREIN AS PLEDGED THEREFOR. THE NOTES AND THE INTEREST THEREON SHALL NOT BE

DEEMED TO CONSTITUTE A DEBT OR LIABILITY OF THE COMMONWEALTH, LEGAL, MORAL OR OTHERWISE. NEITHER THE COMMONWEALTH NOR THE UNIVERSITY SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF OR INTEREST ON THE NOTES OR OTHER COSTS INCIDENT THERETO EXCEPT FROM THE SOURCES NOTED HEREIN AS PLEDGED THEREFOR, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE COMMONWEALTH ARE PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE NOTES OR OTHER COSTS INCIDENT THERETO.

Section 6.2 Reserved.

Section 6.3 Additional Indebtedness and Encumbrances.

Except as otherwise provided in this Section, nothing in this Resolution shall be construed as prohibiting or limiting in any way the right of the University to incur other Credit Obligations. Notwithstanding the foregoing, however, the University may only incur the following types of Credit Obligations in the event the conditions set forth below are met in each instance:

(a) Limitation on Parity Credit Obligations. The University may incur, assume, guarantee or otherwise become liable on any Parity Credit Obligation, but only if, prior to the incurrence of each such Parity Credit Obligation, an Authorized Officer of the University certifies in writing that (1) taking into account the incurrence of such proposed Parity Credit Obligation (i) the University will have sufficient funds to meet all of its financial obligations, including its obligations to pay principal of and interest on all Credit Obligations, for all Fiscal Years to and including the second full Fiscal Year after the later of (A) the issuance of such Parity Credit Obligation and (B) the completion of any facility financed with the proceeds of such Parity Credit Obligation, and (ii) such Authorized Officer has no reason to believe that the University will not have sufficient funds to pay all amounts due under all indebtedness of the University during the term of such proposed Parity Credit Obligation, and (2) to the best of his or her knowledge, the University is not in default in the performance and observance of any of the provisions of this Resolution. Any such Parity Credit Obligation shall be secured by a pledge of Pledged Revenues on a parity with the pledge of Pledged Revenues herein, unless expressly subordinated to the pledge hereof.

(b) Limitation on Section 9(c) Credit Obligations. The University may incur, assume, guarantee or otherwise become liable on any Credit Obligation pursuant to the provisions of Article X, Section 9(c) of the Constitution of Virginia, as such section may be amended from time to time, and may pledge and apply such portion of the Pledged Revenues as may be necessary to provide for the payment of any such Credit Obligation, the funding of reasonable reserves therefor, or the payment of operating and other reasonable expenses of the facilities financed in whole or in part with the proceeds of such Credit Obligation or facilities reasonably related to such facilities, and such pledge shall be senior and superior in all respects to the pledge of Pledged Revenues securing the Notes and any other Parity Credit Obligations, but only if, prior to the incurrence of each such Credit Obligation, an Authorized Officer of the University certifies in writing that (1) taking into account the incurrence of such proposed Credit Obligation (i) the University will have sufficient funds to meet all of its financial obligations, including its obligations to pay principal of and interest on all Credit Obligations, all Fiscal Years to and

including the second full Fiscal Year after the later of (A) the issuance of such proposed Credit Obligation and (B) the completion of any facility financed with the proceeds of such proposed Credit Obligation, and (ii) such Authorized Officer has no reason to believe that the University will not have sufficient funds to pay all amounts due under all indebtedness of the University during the term of such proposed Credit Obligation, (2) to the best of his or her knowledge, the University is not in default in the performance and observance of any of the provisions of this Resolution, and (3) in connection with the issuance of such proposed Credit Obligation, the University has received an opinion of Bond Counsel to the effect that such proposed Credit Obligation has been validly issued under Article X, Section 9(c) of the Constitution of Virginia.

(c) Limitation on Other Credit Obligations, Including Section 9(d) Credit Obligations. The University may incur, assume, guarantee or otherwise become liable on any Credit Obligation not described elsewhere in this Section 6.3, including any Credit Obligation incurred pursuant to the provisions of Article X, Section 9(d) of the Constitution of Virginia, as such section may be amended from time to time, and may pledge and apply such portion of the Pledged Revenues as may be necessary for the payment of any such Credit Obligation, the funding of reasonable reserves therefor, or the payment of operating and other reasonable expenses of the facilities financed in whole or in part with the proceeds of such Credit Obligation or facilities reasonably related to such facilities and such pledge shall be senior and superior in all respects to the pledge of Pledged Revenues securing the Notes and any other Parity Credit Obligations, but only if, prior to the incurrence of each such Credit Obligation, an Authorized Officer of the University certifies in writing that (1) taking into account the incurrence of such proposed Credit Obligation (i) the University will have sufficient funds to meet all of its financial obligations, including its obligations to pay principal of and interest on all Credit Obligations, for all Fiscal Years to and including the second full Fiscal Year after the later of (A) the issuance of such proposed Credit Obligation and (B) the completion of any facility financed with the proceeds of such proposed Credit Obligation, and (ii) such Authorized Officer has no reason to believe that the University will not have sufficient funds to pay all amounts due under all indebtedness of the University during the term of such proposed Credit Obligation, (2) to the best of his or her knowledge, the University is not in default in the performance and observance of any of the provisions of this Resolution, and (3) the University has received an opinion of Bond Counsel to the effect that such proposed Credit Obligation has been validly issued under the relevant provisions of the Constitution of Virginia.

(d) Limitation on Issuance of Indebtedness on a Parity with Qualifying Senior Obligations. Except for Credit Obligations issued pursuant to subsections (b) or (c) above or to refund any Qualifying Senior Obligation as described in subsection (e) below, no additional bonds or other obligations may be issued or incurred by the University on a parity with any Qualifying Senior Obligation.

(e) Limitation on Additional Encumbrances. The University shall not encumber the Pledged Revenues in any manner (except as permitted in connection with Credit Obligations issued pursuant to subsections (a), (b) or (c) above or to refund any Qualifying Senior Obligation as described below), unless any such encumbrance is made junior and subordinate in all respects to the liens, pledges, covenants and agreements of this Resolution. Notwithstanding anything to the contrary herein, however, the University may issue bonds to refund any Qualifying Senior

Obligation and to secure such refunding bonds with the same source of revenues securing the Qualifying Senior Obligation being refunded. Upon the defeasance of the refunded Qualifying Senior Obligation pursuant to any such refunding, the refunding bonds will be considered Qualifying Senior Obligations for all purposes.

Section 6.4 Disposition of Assets.

The University may convey, sell or otherwise dispose of any property of the University as long as (1) such conveyance, sale or encumbrance is in the ordinary course of business, or (2) an Authorized Officer certifies in writing that, taking into account the conveyance, sale or other disposition of such property (i) the University will have sufficient funds to meet all of its financial obligations, including its obligations to pay principal of and interest on all Credit Obligations for all Fiscal Years to and including the second full Fiscal Year after such conveyance, sale or other disposition and (ii) such Authorized Officer has no reason to believe that the University will not have sufficient funds to pay all amounts due under all indebtedness of the University then outstanding.

Section 6.5 Insurance.

The University covenants that it will at all times carry or cause to be carried with a responsible insurance company or companies, qualified to assume the risks thereof, or that it will maintain an adequate program of self-insurance, in either case sufficient to provide the University such insurance in such amount and covering such risks as the University shall deem to be reasonable and desirable.

Section 6.6 Rights of Noteholders Not to Be Impaired.

Except as otherwise set forth herein, the University covenants that no contract or contracts will be entered into or any action taken which might impair or diminish the rights of the Noteholders.

Section 6.7 Further Instruments and Actions.

The University covenants that it will, from time to time, execute and deliver such further instruments and take such further action as may be required to carry out the purposes of this Resolution.

Section 6.8 Accurate Records and Accounts.

The University covenants that it will keep accurate records and accounts of all items of cost and of all expenditures relating to Pledged Revenues collected and the application of such Pledged Revenues.

The University further covenants that it will cause to be filed not later than the end of the ninth month following the close of each Fiscal Year mailed to all Noteholders who shall have filed their names and addresses with the Secretary of the Board for such purpose a report, signed by the Vice President and Chief Financial Officer of the University and by the Virginia Auditor of Public Accounts or by an independent certified public accountant or firm of certified public accountants to be approved by the Virginia Auditor of Public Accounts, setting forth for the preceding Fiscal Year, in reasonable detail, the financial condition of the University, including its statement of net assets as of the end of the preceding Fiscal Year and the related statements of revenues, expenses and changes in net assets and statement of cash flows for the preceding Fiscal Year.

Section 6.9 Recognized Accounting Principles.

The University covenants that all of the accounts and records of the University will be kept according to generally accepted accounting principles consistently applied.

Section 6.10 Tax Covenants.

(a) The University shall not use or permit the use of any proceeds of Notes or any other funds of the University, directly or indirectly, to acquire any securities or obligation, and shall not use or permit the use of any amounts received by the University, the Custodian, any trustee or the Issuing and Paying Agent with respect to the Series A (Tax-Exempt) Notes in any manner, and shall not take or permit to be taken any other action or actions, which would cause any Series A (Tax-Exempt) Note to be an "arbitrage bond" within the meaning of Section 148 of the Code. If at any time the University is of the opinion that for purposes of this subsection it is necessary to restrict or limit the yield on the investment of any moneys held under this Resolution the University shall so instruct the Custodian, any trustee or the Issuing and Paying Agent in writing, and such shall take such action as may be necessary in accordance with such issuance.

(b) The University shall not use or permit the use of any proceeds of Notes or any other funds of the University, directly or indirectly, in any manner, and shall not take or permit to be taken any other action or actions, which would result in any of the Series A (Tax-Exempt) Notes being treated as an obligation not described in Section 103(a) of the Code by reason of classification of such Series A (Tax-Exempt) Note as a "private activity bond," an "arbitrage bond" or "bond not in registered form" within the meaning of Section 103(b) of the Code.

(c) The University shall at all times do and perform all acts and things permitted by law and this Resolution which are necessary or desirable in order to assure that interest paid on the Series A (Tax-Exempt) Notes or any of them will be excludable from gross income for federal income tax purposes and shall take no action that would result in such interest not being excludable from gross income for federal income tax purposes.

(d) The University covenants that it shall file the information report with respect to the Series A (Tax-Exempt) Notes required by Section 149(e) of the Code (currently Form 8038-G) within the time period provided in such Section.

ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES

Section 7.1 Events of Default.

Each of the following events is hereby declared to be an "Event of Default" under this Resolution:

(a) due and punctual payment of the principal, purchase price or redemption premium, if any, of any of the Notes is not made when the same become due and payable, either at maturity or by proceedings for redemption or otherwise;

(b) due and punctual payment of any interest on any of the Notes is not made when the same become due and payable;

(c) the University, for any reason, is rendered incapable of fulfilling its obligations hereunder;

(d) an order or decree is entered, with the consent or acquiescence of the University, appointing a receiver or receivers of the University or any part thereof or of the revenues thereof, or if such order or decree, having been entered without the consent or acquiescence of the University, is not vacated or discharged or stayed on appeal within sixty (60) days after the entry thereof;

(e) any proceeding is instituted, with the consent or acquiescence of the University, for the purpose of effecting a composition between the University and its creditors or for the purpose of adjusting the claims of such creditors pursuant to any federal or state statute now or hereafter enacted; or

(f) the University defaults in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Notes or in this Resolution on the part of the University to be performed, and such default continues for thirty (30) days after written notice specifying such default and requiring same to be remedied is given to the Board by any Noteholder, provided that if such default is such that it can be corrected but cannot be corrected within such thirty (30) day period, it shall not constitute an Event of Default if corrective action is instituted by the University within such period and is diligently pursued until the default is corrected.

Section 7.2 Remedies.

(a) Upon the happening and continuance of an Event of Default hereunder, the holders of not less than 25% in aggregate principal amount of the Notes, by instrument or instruments filed with the University and proved or acknowledged in the same manner as a deed to be recorded, may appoint a trustee to represent the holders of the Notes for the purposes herein and in the Act provided, which trustee may be the State Treasurer and shall be the same trustee so appointed with respect to all other outstanding Parity Credit Obligations. Such trustee may, and upon written request of the holders of not less than 25% in principal amount of the Notes then outstanding shall, in its own name:

• (1) By mandamus or other suit, action or proceeding at law or in equity enforce all rights of the holders of the Notes, including the right to require the University and its Board to collect fees, rents, charges or other revenues adequate to carry out an agreement as to, or pledge of, such revenues, and to require the University and Board to carry out any other agreements with the holders of the Notes and to perform it and their duties under the Act;


• (2) Bring suit upon the Notes;


• (3) By action or suit in equity, require the University to account as if it were the trustee of an express trust for the holders of the Notes; or


• (4) By action or suit in equity, enjoin any acts or things which may be unlawful or in violation of the rights of the holders of the Notes.

(b) Any such trustee, whether or not all such Notes have been declared due and payable, shall be entitled as of right to the appointment of a receiver who may enter and take possession of any property of the University any of the revenues from which are pledged for the

security of the Notes and operate and maintain the same and collect and receive all fees, rents, charges and other revenues thereafter arising therefrom in the same manner as the University itself might do and shall deposit all such moneys in a separate account and apply the same in such manner as the court appointing such receiver shall direct. In any suit, action or proceeding by the trustee the fees, counsel fees and expenses of the trustee and of the receiver, if any, shall constitute taxable costs and disbursements and all costs and disbursements allowed by the court shall be a first charge on any fees, rents, charges and other revenues of the University pledged for the security of the Notes.

Such trustee shall, in addition to the foregoing, have and process all of the powers necessary or appropriate for the exercise of any functions specifically set forth herein or incident to the general representation of the holders of the Notes in the enforcement and protection of their rights.

(c) To the extent permitted by law, upon the happening and continuance of any Event of Default, then and in every such case any Noteholder may proceed, subject to the provisions of Section 7.5, to protect and enforce the rights of the Noteholders by a suit, action or special proceeding in equity or at law, either for the specific performance of any covenant or agreement contained herein or in aid or execution of any power herein granted or for the enforcement of any proper legal or equitable remedy as such Noteholder shall deem most effectual to protect and enforce such rights.

Section 7.3 Pro Rata Application of Funds.

Anything in this Resolution to the contrary notwithstanding, if at any time the moneys available in the Debt Service Fund shall not be sufficient to pay the interest on or the principal of the Notes as the same shall become due and payable, such moneys, together with any moneys then available or thereafter becoming available for such purpose, whether through the exercise of the remedies provided for in this Article or otherwise, shall be applied as follows:

(a) If the principal of all the Notes shall not have become due and payable, all such moneys shall be applied:

• first: to the payment to the persons thereto of all installments of interest then due and payable in the order in which such installments became due and payable and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment, ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or preference except as to any difference in the respective rates of interest specified in the Notes; and


• second: to the payment to the persons entitled thereto of the unpaid principal of any of the Notes which shall have become due and payable (other than Notes called for redemption for the payment of which moneys are held pursuant to the provisions of this Resolution), in the order of their due dates, with interest on the principal amount of such Notes at the respective rates specified therein from the respective dates upon which such Notes became due and payable, and, if the amount available shall not be sufficient to pay in full the principal of the Notes due and payable on any particular date, together with such interest, then to the payment first of such interest, ratably, according to the amount of such interest due on such date, and then to the

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  payment of such principal, ratably, according to the amount of such principal due on such date, to the persons entitled thereto without any discrimination or preference.

(b) If the principal of all the Notes shall have become due and payable, all such moneys shall be applied to the payment of the principal and interest then due and unpaid on the Notes, without preference or priority of principal over interest or interest over principal, or of any installment of interest over any other installment of interest, or of any Note over any other Note, ratably, according to the amounts due, respectively, for principal and interest, to the persons entitled thereto, without any discrimination or preference.

Whenever moneys are to be applied by the trustee pursuant to the provisions of this Section, such moneys shall be applied by the trustee at such times, and from time to time, as the trustee in his or her sole discretion shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future; the deposit of such moneys with any Issuing and Paying Agent, or otherwise setting aside such moneys, in trust for the proper purpose shall constitute proper application by the trustee; and the trustee shall incur no liability whatsoever to the Board, to any Noteholder or to any other person for any delay in applying any such moneys, so long as the trustee acts with reasonable diligence, having due regard to the circumstances, and ultimately applies the same in accordance with such provisions of this Resolution as may be applicable at the time of application by the trustee. Whenever the trustee shall exercise such discretion in applying such moneys, he or she shall fix the date (which shall be an interest payment date unless the trustee shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue. The trustee shall give such notice (or shall cause the Issuing and Paying Agent to give such notice) as he or she may deem appropriate of the fixing of any such date and shall not be required to make payment to the holder of any Note until such Note shall be surrendered to the trustee or any Issuing and Paying Agent for appropriate endorsement, or for cancellation if fully paid.

Notwithstanding anything in this Resolution to the contrary, this Section 7.3 shall be interpreted so that term "Notes" or "Bonds" shall include the Notes and any Parity Credit Obligations. In each resolution authorizing the issuance of any Parity Credit Obligation, the University agrees to provide for the trustee thereunder to be the same as the trustee under this Resolution, and further agrees to include provisions substantially identical to those contained in this Section 7.3.

Section 7.4 Effect of Discontinuance of Proceedings.

In case any proceeding taken by any Noteholder on account of any Event of Default shall have been discontinued or abandoned for any reason, then and in every such case the University and the Noteholders shall be restored to their former positions and rights hereunder, respectively, and all rights and remedies of the Noteholders shall continue as though no such proceeding had been taken.

Section 7.5 Proceedings for Equal Benefit of All Noteholders.

No Noteholder shall have any right in any manner whatever to affect, disturb or prejudice the security of this Resolution or to enforce any right hereunder, except in the manner herein provided, and all

proceedings at law or in equity shall be instituted, had and maintained for the equal benefit of all Noteholders.

Section 7.6 No Remedy Exclusive.

No remedy herein conferred on the Noteholders is intended to be exclusive of any other remedy or remedies, and each and every remedy conferred shall be cumulative and shall be in addition to every other remedy given hereunder and under the Act or now or hereafter existing at law or in equity or by statute.

Section 7.7 No Delay or Omission Construed to Be a Waiver.

No delay or omission of any Noteholder to exercise any right or power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein; and every power and remedy given by this Article to the Noteholders may be exercised from time to time and as often as may be deemed expedient.

ARTICLE VIII
EXECUTION OF INSTRUMENTS BY NOTEHOLDERS AND
PROOF OF OWNERSHIP OF THE NOTES

Section 8.1 Execution of Instruments; Proof of Ownership.

Any request, direction, consent or other instrument in writing required or permitted by this Resolution to be signed or executed by Noteholders may be in any number of concurrent instruments of similar tenor and may be signed or executed by such Noteholders or their attorneys or legal representatives. Proof of the execution of any such instrument and of the ownership of the Notes shall be sufficient for any purpose of this Resolution and shall be conclusive in favor of the University and the Issuing and Paying Agent with regard to any action taken by them under such instrument if made in the following manner:

(a) The fact and date of the execution by any person of any such instrument may be proved by the verification of any officer in any jurisdiction who, by the laws thereof, has power to take affidavits within such jurisdiction, to the effect that such instrument was subscribed and sworn to before him or her, or by an affidavit of a witness to such execution. Where such execution is by an officer of a corporation or association or a member of a partnership on behalf of such corporation, association or partnership such verification or affidavit shall also constitute sufficient proof of his or her authority.

(b) The fact of the holding of the Notes hereunder by any Noteholder and the amount and the numbers of such Notes and the date of its holding the same shall be proved by the registration books kept under the provisions of Section 2.7.

ARTICLE IX
SUPPLEMENTAL RESOLUTIONS

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.

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

shall have consented to and approved the adoption thereof as herein provided, no Noteholder shall have any right to object to the adoption of such Supplemental Resolution, or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin or restrain the Board from adopting the same or from taking any action pursuant to the provisions thereof.

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.

Section 9.3 Supplemental Resolutions Part of this Resolution.

Any Supplemental Resolution adopted in accordance with the provisions of this Article shall thereafter form a part of this Resolution, and all of the terms and conditions contained in any such Supplemental Resolution as to any provision authorized to be contained therein shall be and shall be deemed to be part of the terms and conditions of this Resolution for any and all purposes. In case of the adoption and approval of any Supplemental Resolution, express reference may be made thereto in the text of any Notes issued thereafter, if deemed necessary or desirable by the Board.

ARTICLE X
DEFEASANCE

Section 10.1 Defeasance.

If the University shall pay or provide for the payment of the entire indebtedness on all Notes outstanding 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 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;


• (c) by delivering to the Issuing and Paying Agent, for cancellation by it, all Notes outstanding; or


• (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;

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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• (c) by delivering to the Issuing and Paying Agent, for cancellation by it, such Notes; or


• (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.

ARTICLE XI
MISCELLANEOUS PROVISIONS

Section 11.1 Effect of Covenants.

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.

(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.

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.

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.

EXHIBIT A

[DTC form of Master Note]

McGuireWoods LLP Draft of February 26, 2007

EXHIBIT B
REQUISITION VOUCHER

Voucher No. ________

[State Treasurer
Commonwealth of Virginia
101 North 14th Street
Richmond, Virginia 23219
Attention: Treasury Department]

This Voucher is submitted in connection with the Note Resolution adopted on March 5, 2003, supplemented on June 28, 2005 and amended and restated on February __, 2007, (collectively, the "Note Resolution") by the Board of Visitors of The Rector and Visitors of the University of Virginia (the "University"), as amended and supplemented from time to time. The Note Resolution authorizes the issuance of Commercial Paper General Revenue Pledge Notes of the University, Series A (Tax-Exempt) and Series B (Taxable) (the "Notes"). The undersigned requests payment of the following obligation or obligations from the "Construction Fund") pursuant to Section 4.2 of the Note Resolution.

Payee:

Address:

Amount to be Paid:

Purpose (in reasonable detail) for which the obligations(s) to be paid was incurred:

McGuireWoods LLP Draft of February 26, 2007

The undersigned certifies that:

• (i) The obligation stated on the requisition has been incurred to pay the Cost of the Projects, each item is a proper charge against the Construction Fund and is a cost permitted under the Act and the obligation has not been the basis for a prior requisition which has been paid; and


• (ii) At the date of this certificate, no Event of Default has occurred which has not been cured or waived, and no event exists which, with notice or lapse of time or both, would constitute an Event of Default.

Unless otherwise defined, each capitalized term used in this Requisition shall have the meaning given it in the Note Resolution.

Date: ____________________

EXHIBIT C
FORM OF PROGRAM ORDER

THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA
COMMERCIAL PAPER GENERAL REVENUE PLEDGE NOTES
SERIES A (TAX-EXEMPT) AND SERIES B (TAXABLE)

To: The Bank of New York, as Issuing and Paying Agent
Goldman, Sachs & Co., as Dealer

Reference is hereby made to the Resolution adopted by the Rector and Visitors of the University of Virginia (the "Board") on February __, 2007, as such resolution has been modified, supplemented and amended (the "Resolution"). All capitalized terms used but not otherwise defined herein shall have the meanings given them in the Resolution.

In accordance with Section 2.10 of the Resolution, the University of Virginia (the "University"), hereby gives notice as follows:

• 1. Effective ________, 20__, upon the satisfaction of the conditions set forth in Section 2.10(c) of the Resolution, a new program shall be established under the Resolution. The new Program shall comprise two Series of Notes, designated "Series A-__ (Tax-Exempt)" and "Series B- __ (Taxable)," respectively.


• 2. Upon the effective date of the new Program, no Notes may be issued under the current Program, which was established pursuant to the Resolution as of ________, 20__.


• 3. The University acknowledges that the Resolution, the Issuing and Paying Agency Agreement, the Loan Agreement and the Dealer Agreement(s) identified in the Resolution hereto shall apply to the new Program.

McGuireWoods LLP Draft of February 26, 2007

IN WITNESS WHEREOF, the University, by its duly authorized representatives, hereby executed and deliver this New Program Order, as of the __ day of ________, 20__.

THE UNIVERSITY OF VIRGINIA

By: ___________________________________
Authorized Representative

The undersigned hereby acknowledge receipt of this New Program Order.

THE BANK OF NEW YORK, as Issuing and Paying
Agent

By: ____________________________________
Authorized Agent

GOLDMAN, SACHS & CO.


By: ____________________________________
Authorized Officer

McGuireWoods LLP Draft of February 26, 2007