Board of Visitors minutes :: February 9, 2007 :: University of Virginia Library

(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

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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.