University of Virginia Library

ARTICLE VII. THE PAYING AGENT, THE REMARKETING AGENT
AND THE INDEXING AGENT

SECTION 701. The Paying Agent.

(a) The University hereby appoints Bank of Virginia Trust Company, as the Paying Agent under this Series Resolution. The Paying Agent and any successor Paying Agent, by written instrument delivered to the University, shall accept the duties and obligations imposed on it under this Series Resolution and shall act on behalf of the holders of the Bonds.

• (b) In addition to the other obligations imposed on the Paying Agent hereunder and under the Master Resolution, the Paying Agent shall agree to:
• (1) hold all Bonds delivered to it for purchase in trust for the benefit of the Holders thereof until moneys representing the purchase price of such Bonds shall have been delivered to or for the account of or to the order of such Holders;
• (2) hold all moneys representing the purchase price or principal of and interest on Bonds (without investing the same) in trust for the benefit of the persons entitled to receive the payment of such purchase price; and
• (3) deliver to the Remarketing Agent, the University, the State Treasurer and any Holder, upon request, a list of the names and addresses of the Holders of the Bonds.

(c) Any provision hereof to the contrary notwithstanding, the Paying Agent shall never be required to make any payments or purchase any Bonds except from funds provided to it by the Remarketing Agent, the Bank, the University (or the State Treasurer as its agent) or the subsequent purchaser of any Bond.

(d) If at any time the Paying Agent is unable or unwilling to act as Paying Agent, the Paying Agent may resign, upon 30 days' prior written notice to the University, the State Treasurer and the Bank. Such resignation shall become effective upon the date specified in such notice, unless a successor Paying Agent has not been appointed, in which case such resignation shall become effective upon the appointment of such successor. The Paying Agent may be removed at any time by the University, by written notice signed by the University delivered to the Paying Agent, each Holder, the Bank and the State Treasurer. The University will promptly certify to the Paying Agent that it has mailed such notice and such certificate will be conclusive evidence that such

notice was given in the manner required hereby. Upon resignation or removal of the Paying Agent, the University shall appoint a successor Paying Agent, which is a bank or trust company, which has a capital and surplus of at least $50,000,000 and shall be registered as a transfer agent with the Securities and Exchange Commission. Upon the resignation or removal of the Paying Agent, the Paying Agent shall pay over, assign and deliver any moneys and Bonds held by it in trust pursuant to this Section 701 to its successor and shall transfer the Credit Facility, or any Substitute Credit Facility or Alternate Credit Facility to its successor.

SECTION 702. Certain Rights of the Paying Agent.

(a) The Paying Agent may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction consent, order, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties.

(b) The Paying Agent may rely and shall be protected in acting or refraining from acting upon any telephonic instructions received by a person identifying himself as an employee or agent of the proper party or parties and reasonably believed by the Paying Agent to be authorized to do so.

(c) The permissive right of the Paying Agent to do things set forth in this Series Resolution shall not be construed as a duty.

(d) The Paying Agent may consult with counsel and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(e) The Paying Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond or other paper or document, but the Paying Agent, in its sole discretion, may make such further inquiry or investigation into such facts or matters as it may see fit.

(f) The Paying Agent may perform any duties hereunder either directly or by or through agents or attorneys, and the Paying Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.

(g) The University shall compensate the Paying Agent for the performance of its duties hereunder in accordance with its fee schedule heretofore submitted to the University.

SECTION 703. The Remarketing Agent.

(a) The University hereby appoints Goldman, Sachs & Co., having its principal office at 85 Broad Street, New York, New York 10004, as Remarketing Agent under this Series Resolution. The Remarketing Agent and any successor Remarketing Agent, by written instrument delivered to the University, the State Treasurer and the Paying Agent, shall accept the duties and obligations imposed on it under this Series Resolution.

(b) In addition to the other obligations imposed on the Remarketing Agent hereunder, the Remarketing Agent shall agree to keep such records of trades and make such confirmations as shall be consistent with prudent industry practice.

(c) The Remarketing Agent shall at all times be either a member of the National Association of Securities Dealers, Inc. or registered as a dealer or municipal securities dealer under the Securities Exchange Act of 1934, as amended, and authorized by law to perform its obligations hereunder.

(d) If at any time the Remarketing Agent is unable or unwilling to act as Remarketing Agent, the Remarketing Agent may resign, upon 30 days' prior written notice to the University, the Paying Agent, the State Treasurer and the Bank. The Remarketing Agent may be removed at any time by the University, by written notice signed by the University delivered to the Remarketing Agent, the Paying Agent, the State Treasurer and the Bank. Upon resignation or removal of the Remarketing Agent the University shall appoint a successor Remarketing Agent meeting the qualifications of Section 803(c) hereof. Upon the resignation or removal of the Remarketing Agent, the University shall pay over, assign and deliver any moneys and Bonds held by it to its successor. The Paying Agent shall, within 30 days of the resignation or removal of the Remarketing Agent or the appointment of a successor Remarketing Agent, mail notice thereof to registered owners of the Bonds.