University of Virginia Library

ARTICLE VI
SALE AND DELIVERY OF THE NOTES

Section 601. Terms of Sale. The Notes shall be sold at either private sale or public sale or a combination thereof, as shall be determined by the Comptroller of the University, and if the Notes are to be sold at private sale, proposals for the purchase thereof, or if the Notes are to be sold at public sale, sealed bids for the purchase thereof in accordance with the terms of an official notice of sale, shall be received on such date and time as may be hereafter determined by the Comptroller. The Comptroller or other Authorized Officer of the University hereby are authorized to receive and consider all proposals for the purchase of the Notes, or sealed bids presented pursuant to an official notice of sale, as the case may be, and to award the sale of the Notes and enter into a contract or contracts of sale on the part of the University, in accordance with the provisions of the most favorable proposal or proposals or bid or bids received, determined as that proposal or proposals or bid or bids offering the lowest true effective interest rate to the University; provided, however, that the Authorized Officer of the University, in his discretion may reject all bids received and may waive any irregularity or informality with respect to any proposal or bid. No proposal or bid for less than all of the Notes or for a purchase price of less than $7,500,000 plus accrued interest shall be considered.

The University hereby approves, and the Comptroller of the University is hereby authorized to permit, the distribution of an Official Statement, in substantially the form of the Official Statement presented to this meeting with such changes, omissions, insertions and revisions as he shall deem advisable and made pursuant hereto, and to deliver such Official Statement on behalf of the University to the purchaser thereof.

Section 602. Delivery of the Notes. The Comptroller of the University is hereby authorized and directed to deliver the Notes, duly executed in accordance herewith, to or for the account of the purchaser thereof and to take any and all action necessary or appropriate to consummate the closing, all in accordance with this Note Resolution.