University of Virginia Library

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RESOLUTION AMENDING THE SERIES RESOLUTION ADOPTED BY THE
EXECUTIVE COMMITTEE OF THE BOARD OF VISITORS OF THE UNIVERSITY OF VIRGINIA ON DECEMBER 10, 1985, SO AS TO PERMIT THE RATING BY MOODY'S INVESTORS SERVICE OF THE BONDS ISSUED PURSUANT
TO SAID SERIES RESOLUTION

• The following resolution was adopted:
  BE IT RESOLVED that:
• SECTION 1. The Series Resolution adopted by the Executive Committee of the Board of Visitors of the University of Virginia on December 10, 1985 (the "Series Resolution") is hereby amended as follows:

• (a) There is hereby added to the Series Resolution a new Section 609 which shall read as follows:

• "SECTION 609. Investment of Credit Facility Proceeds and Aged Money. Moneys drawn by the Paying Agent under the Credit Facility for the payment of the principal of or the interest on the Bonds shall be held uninvested. No Aged Money in the Interest Account, the Sinking Fund Account or the Redemption Account shall be used to reduce the amount of any required drawing under the Credit Facility unless such Aged Money is held as cash prior to the time such drawing on the Credit Facility is required to be made. Any such Aged Money which has been used to reduce the amount of any required drawing on the Credit Facility shall thereafter be held uninvested."

• (b) The fifth sentence of Section 701(e) of the Series Resolution is hereby amended to read as follows:

• "Upon resignation or removal of the Paying Agent, the University shall appoint a successor Paying Agent, which shall be a commercial bank which has a capital and surplus of at least $50,000,000 and an office in New York, New York, for the acceptance and payment of tenders of Bonds and shall be registered as a transfer agent with the Securities and Exchange Commission."

• (c) Section 702(h) of the Series Resolution is hereby amended to read as follows:

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• "(h) The Paying Agent hereby waives any lien it may have with respect to its unpaid fees on (i) the proceeds of any drawings on the Credit Facility, (ii) any Aged Money which has been used to reduce the amount of any required drawing on the Credit Facility, and (iii) any amounts in the Remarketing Account of the Tender Fund. The Paying Agent further agrees to make all required drawings on the Credit Facility without requiring prior indemnification from any person."

• (d) A new paragraph is hereby added at the end of Section 901 of the Series Resolution which shall read as follows:

• "Notices to Moody's shall be sent to: Moody's Investors Service, 99 Church Street, New York, New York 10007, Attention: Municipal Structured Finance Group; and notices to Standard & Poor's shall be sent to: Standard & Poor's Corporation, 25 Broadway, New York, New York 10004, Attention: Municipal Department."
• SECTION 2. This resolution shall take effect immediately upon receipt of the written consent of The Long-Term Credit Bank of Japan, Limited.