University of Virginia Library

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.