[2000-05-12 Part 3] A regular meeting of the Board of Visitors of Virginia Commonwealth University May 12, 2000.

              described in Exhibit A attached hereto, together with all additions thereto and 
substitutions therefor.

        "Unassigned Rights" means the rights of the Authority hereunder that are 
not assigned to the Trustee under the Master Indenture, including the right of the 
Authority to receive Administrative Expenses and Rebate Amounts, and any right of the
Authority to receive any notices, certificates, requests, requisitions or other 
communications under this 2000A Loan Agreement.

        Section 1.2. Rules of Construction. The following rules shall apply to 
the construction of this 2000A Loan Agreement unless the context otherwise requires:

        (a) Singular words shall connote the plural number as well as the 
singular and vice versa.

        (b) Unless otherwise indicated, all references herein to particular 
Articles or Sections are references to Articles or Sections of this 2000A Loan 
Agreement.

        (c) The headings and table of contents herein are solely for 
convenience of reference and shall not constitute a part of this 2000A Loan Agreement
nor shall they affect its meaning, construction or effect.


                      ARTICLE II 

                   REPRESENTATIONS

        Section 2.1. Representations by Authority. The Authority makes the 
following representations as the basis for its undertakings under this 2000A Loan 
Agreement:

        (a) The Authority is a body corporate and politic, constituting a public 
corporation and governmental instrumentality of the Commonwealth, duly created by 
the Act.

        (b)   2000A Project constitutes a project within the meaning of 
Section 23-30.24 of the Act

        (c) The undertaking by the Authority to purchase the 2000A Note and 
to enter into this 2000A Loan Agreement has been authorized in the Act. The Authority
has the power to purchase the 2000A Note and to enter into this 2000A Loan 
Agreement and to issue the 2000A Bonds to provide funds for such purchase.

        (e) The Authority (i) has the power to enter into and to carry out its 
obligations under the Master Indenture, the Fourth Supplemental Indenture and this



                         4
2000A Loan Agreement and to issue the 2000A 'Bends to finance the Cost of 
constructing the 2000A Project, (ii) by proper action has duly authorized the execution 
and delivery of and performance of its obligations under the Master Indenture, the 
Fourth Supplemental Indenture and this 2000A Loan Agreement and the issuance of 
the 2000A Bonds, and (iii) simultaneously with the execution and delivery of this 2000A 
Loan Agreement has duly executed and delivered the Fourth Supplemental Indenture 
and issued and sold the 2000A Bonds.

       (f) The Authority is not in default under or in violation of the Master 
Indenture, the Fourth Supplemental Indenture, this 2000A Loan Agreement or the 
2000A Bonds, and the execution, delivery and compliance by the Authority with the 
terms and conditions of the Master Indenture, the Fourth Supplemental Indenture, this 
2000A Loan Agreement and the 2000A Bonds will not conflict with or constitute or result 
in a default under or violation of (i) the Act or any other existing law, rule or regulation 
applicable to the Authority or (ii) any indenture, security agreement, lien, lease, contract, 
note, order, judgment, decree or other agreement, instrument or restriction of any kind 
to which the Authority or any of its assets is subject, and no event has occurred and is 
continuing that with the lapse of time or the giving of notice, or both, would constitute or 
result in such a default or violation.

       (g) No further approval, consent or withholding of objection on the part 
of any regulatory body or any federal, state or local official is required in connection with
(i) the issuance and delivery of the 2000A Bonds by the Authority, (ii) the execution or 
delivery of, or compliance by the Authority with the terms and conditions of, the Master 
Indenture, the Fourth Supplemental Indenture, this 2000A Loan Agreement or the 
2000A Bonds, or (iii) the pledge and assignment made by the Authority to the Trustee 
under the Master Indenture.

       (h) No litigation, inquiry or investigation of any kind in or by any judicial 
or administrative court or agency is pending or, to the Authority's knowledge, threatened 
against it with respect to (i) the creation and existence of the Authority, (ii) its authority
to execute and deliver the Master Indenture, the Fourth Supplemental Indenture, this 
2000A Loan Agreement or the 2000A Bonds, (iii) the validity or enforceability of any of 
such instruments, (iv) the title of any officer of the Authority who executed such 
instruments, or (v) any authority or proceedings related to the execution and delivery of 
such instruments on behalf of the Authority (and no such authority or proceeding has 
been repealed, revoked, rescinded or amended, but each is in full force and effect).

       Section 2.2. Representations by Institution. The Institution makes the 
following representations as the basis for its undertakings under this 2000A Loan 
Agreement:

       (a) The Institution is an "educational institution" as defined in the Act, 
has all requisite power to enter into and to perform its obligations under this 2000A Loan 
Agreement and by proper action has duty authorized the execution and delivery of the 
2000A Note and this 2000A Loan Agreement.
       (b) The execution, delivery and compliance by the Institution with the 
terms and conditions of the 2000A Note and this 2000A Loan Agreement, will not 
conflict with, or constitute or result in a default under or violation of, (i) the Act or any
other existing law, rule or regulation applicable to the Institution or (ii) any indenture, 
security agreement, lien, lease, contract, note, order, judgment, decree or other 
agreement, instrument or restriction of any kind to which the Institution or any of its 
assets is subject.

       (c) The Institution has obtained all consents, permits, approvals, 
authorizations and orders of any governmental or regulatory authority that are required 
to be obtained by it as a condition precedent to the issuance of the 2000A Bonds or the 
execution and delivery of the 2000A Note and this 2000A Loan Agreement or the 
performance of its obligations thereunder or hereunder, or that are required at the time 
of the issuance of the 2000A Bonds for the construction of the 2000A Project. The 
Institution has no reason to believe that it will not be able to obtain any such consents, 
permits, approvals, authorizations, or orders as may subsequently be needed for the 
construction or operation of the 2000A Project.

       (d) There is no litigation at law or in equity or any proceeding before 
any governmental agency involving the Institution pending or, to the knowledge of the 
Institution, threatened which would have a material adverse effect upon the construction 
or operation of the 2000A Project or the validity of or the performance of the Institution's 
obligations under the 2000A Note or this 2000A Loan Agreement.

       (e) The 2000A Note and this 2000A Loan Agreement constitute legal, 
valid and binding obligations and agreements of the Institution, enforceable against the 
Institution in accordance with their terms.

       (f) The 2000A Project constitutes and will constitute a "project" within 
the meaning of Section 23-30.24 of the Act. The Institution intends to use the 2000A 
Project for, and believes the 2000A Project will be essential to, the educational 
purposes of the Institution.

       (g) The Institution shall take all steps necessary, including requesting 
appropriations from the General Assembly, during the term of this 2000A Loan 
Agreement to enable the Institution to make its Payments and to meet all of its other 
obligations hereunder.

       (h) The Institution is not in default in the payment of the principal of or 
interest on any of its indebtedness for borrowed money and is not in default under any 
instrument under or subject to which any indebtedness for borrowed money has been 
incurred, and no event has occurred and is continuing that with the lapse of time or the 
giving of notice, or both, would constitute or result in such an event of default.





                       6
           (i) In connection with the execution, issuance and delivery of the 
2000A Note, the execution and delivery of this 2000A Loan Agreement and the 
undertaking and development of the 2000A Project, the Institution has taken all 
necessary actions under, and has received all consents and approvals required by, 
Chapter 3 of Title 23 of the Virginia Code.


                               ARTICLE III 

                    CONSTRUCTION OF 2000A PROJECT

           Section 3.1. Construction of 2000A Project. The Institution agrees that 
it will complete or cause to be completed the construction of the 2000A Project with 
such reasonable dispatch as it shall deem prudent in the conduct of its affairs, and that 
the 2000A Project will at all times until the 2000A Bonds are paid in full be a "project" 
within the meaning of the Act and Section 23-15 of the Virginia Code. If the proceeds of 
the 2000A Note made available to the Institution are insufficient to complete the 2000A 
Project, the Institution will provide other available moneys to complete the development 
of the 2000A Project. As each part of the 2000A Project is constructed, each item of the 
2000A Project shall be deemed to be a part of the "2000A Project."

           The Institution shall obtain all permits, consents and approvals required in 
connection with the construction and operation or use of the 2000A Project.

           With the prior written consent of an Authority Representative, Exhibit A 
hereto may be amended or supplemented by the Institution from time to time, to add to 
or remove from the 2000A Project any item or interest therein or to change the nature of 
all or any part of the facilities constituting the 2000A Project; provided, that there shall
be delivered by the Institution to the Authority in connection with any such amendment 
or supplement:

           (i)   a certificate of the Authorized Representative of the Institution 
      describing the proposed changes and stating that they will not have the effect of 
      disqualifying the 2000A Project as a "project" within the meaning of the Act;

           (ii)  a copy of the amendment or supplement to Exhibit A hereto and 
      such other documents, certificates and showings as may be required by Bond 
      Counsel rendering the opinion in clause (iii) of this paragraph; and

           (iii) an opinion of Bond Counsel selected by the Authority, but at the 
      expense of the Institution, to the effect that such amendment complies with the 
      requirements of this Section 3.1 and that the exclusion from gross income for 
      federal income tax purposes of interest on the Bonds is not adversely affected by 
      reason of such amendment and the changes in the 2000A Project contemplated 
      thereby.



                                   7
       Section 3.2. Completion/Expenditure Certificate. Upon the completion 
or abandonment of the construction of the 2000A Project (or each component of the 
2000A Project if more than one project is described on Exhibit A), the Institution shall 
promptly deliver to the Authority and the Trustee a certificate signed by an Authorized 
Representative of the Institution stating that the 2000A Project (or such component) has 
been abandoned or constructed substantially in accordance with this Article III and in 
substantial compliance with all material applicable laws, ordinances, rules and regula- 
tions. If, prior to the completion or the abandonment of the 2000A Project (or such 
component), the Institution is submitting a requisition for a withdrawal from its Construc- 
tion Account which will cause the aggregate amount so requisitioned to equal the sum 
of the amounts shown on Exhibit C to the Fourth Supplemental Indenture as the amount 
deposited to the Construction Account for the 2000A Project (or such component) and 
the anticipated investment earnings on the amount deposited, the Institution shall 
promptly deliver to the Authority and the Trustee a certificate signed by an Authorized 
Representative of the Institution stating that such requisition is being submitted. If, prior
to the completion or the abandonment of the 2000A Project (or such component), the 
Institution determines that it has expended (or that upon payment of a requisition for a 
withdrawal from its Construction Account it will have expended) for the 2000A Project 
(or such component), whether from expenditures of bond proceeds or other funds, an 
amount equal to the sum of (1) the amount authorized by the General Assembly of the 
Commonwealth for the 2000A Project (or such component), as indicated on Exhibit C to 
the Fourth Supplemental Indenture, as such Exhibit may be amended or supplemented, 
plus (2) any applicable issuance costs, reserve funds and other financing expenses re- 
lated to such 2000A Project (or such component), then the Institution shall promptly de- 
liver to the Authority and the Trustee a certificate signed by an Authorized Representa- 
tive of the Institution stating such fact.

       Upon delivery of such certificate, the Trustee (A) has agreed in the Master 
Indenture to cause to be calculated the estimated Rebate Amount allocable to such 
Construction Account for such 2000A Project and (B) will transfer from such 
Construction Account to the Rebate Fund, prior to paying the amount of any requisition 
to the Institution, an amount not greater than the estimated Rebate Amount so 
calculated.

       Section 3.3. Application of Proceeds of 2000A Bonds. In order to 
provide funds for payment of the Cost of the Project, the proceeds of the moneys 
received by the Institution from the purchase of the 2000A Note by the Authority shall be 
applied by the Institution to such payment, as provided in the Master Indenture, the 
Fourth Supplemental Indenture and this 2000A Loan Agreement.

       If money is being requisitioned by the Institution to pay any Costs of the 
2000A Project, the Institution will retain for the life of the 2000A Bonds and will provide 
to the Trustee or the Authority upon request, an invoice, canceled check or other 
appropriate evidence of the obligation described in such requisition.




                       8
       Section 3.4. Default in Contractors' Performance. In the event of a 
default, breach of contract, or failure to perform of any supplier, contractor or 
subcontractor under any contract for the construction of 2000A Project, the Institution 
will promptly proceed, either separately or in conjunction with others, to exhaust the 
remedies of the Authority or the Institution, as agent for the Authority, against the 
supplier, contractor or subcontractor so in default and against each surety for the 
performance of such contractor. The Institution agrees to advise the Authority, in 
writing, of the steps the Institution intends to take in connection with any such default. If
the Institution shall so advise the Authority, the Institution may, in good faith, in its own
name or in the name of the Authority, prosecute or defend any action or proceeding or 
take other action involving any such supplier, contractor, subcontractor or surety which 
the Institution deems reasonably necessary, and in such event the Authority agrees to 
cooperate fully with the Institution. Unless some other disposition is approved by the 
Authority, amounts recovered by way of damages, refunds, adjustments or otherwise in 
connection with the foregoing shall be paid into the Institution's Construction Account 
established for the 2000A Project under the Master Indenture.

       Section 3.5. Disclaimer of Warranties. The Institution recognizes that 
since the 2000A Project will be constructed at the Institution's request and by suppliers 
selected by the Institution, in accordance with its specifications, THE AUTHORITY 
MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE 
MERCHANTABILITY, CONDITION OR WORKMANSHIP OF ANY ITEM OF THE 
2000A PROJECT OR ITS SUITABILITY FOR THE INSTITUTION'S PURPOSES, AS 
TO THE ABSENCE OF ANY DEFECTS, LATENT OR PATENT, OR AS TO ANY 
DEFECT IN THE DESIGN OF THE 2000A PROJECT.

       Section 3.6. Closing Submissions. Concurrently with the execution and 
delivery of this 2000A Loan Agreement, the Institution is providing to the Authority and 
the Trustee the following:

       (a) an opinion of counsel for the Institution as to the due authorization, 
execution, delivery and enforceability of the 2000A Note and this 2000A Loan 
Agreement, in substantially the form attached hereto as Exhibit C;

       (b) if requested by the Authority, evidence of the insurance coverage 
required by Section 5.3;

       (c) such other certificates, documents and other information as the 
Authority, Bond Counsel or the Trustee may reasonably require, including, without 
limitation, a certificate as to the reasonable expectations of the Institution as to the 
expenditure and investment of the proceeds of the 2000A Note.

       All such opinions and certificates shall be dated the date of issuance of 
the 2000A Bonds.





                      9
                    ARTICLE IV

 ISSUANCE AND PURCHASE OF 2000A NOTE; TERM; PAYMENT PROVISIONS 

       Section 4.1. The 2000A Note.

       (a) To evidence the loan being made hereunder from the Authority to 
the Institution, the Institution agrees to issue its 2000A Note, substantially in the form
attached hereto as Exhibit B, and to sell the 2000A Note to the Authority at a price of 
par.

       (b) The 2000A Note and this 2000A Loan Agreement shall become 
effective on the date of issuance and delivery of the 2000A Bonds by the Authority and, 
unless sooner terminated in accordance with this 2000A Loan Agreement, terminate 
upon Payment of the Bonds.

       Section 4.2. Payments.

       (a) Basic Payments. The Institution hereby promises to pay to Trustee 
for the account of the Authority the following Basic Payments under the 2000A Note and 
this 2000A Loan Agreement on the dates and in the amounts as follows, subject, in 
each case, to the credits described in Section 505 of the Master Indenture and time 
being of the absolute essence of this obligation:

           (1) On each February 15 and August 15 the amount, in 
    immediately available funds, which together with other money available in the 
    Bond Fund and allocable to the 2000A Note, will equal the interest coming due 
    on the next succeeding Interest Payment Date on that portion of the 2000A 
    Bonds issued to purchase the 2000A Note; and

           (2) On each August 15 the amount, in immediately available 
    funds, which together with other money available in the Bond Fund and allocable 
    to the 2000A Note, will equal the principal coming due (whether at maturity or 
    upon mandatory sinking fund redemption) on the next succeeding Principal 
    Payment Date on that portion of the 2000A Bonds issued to purchase the 2000A 
    Note.

       A schedule of the dates and amounts of the installments of Basic 
Payments due as of the date hereof is attached to the 2000A Note.

       (b) Additional Payments. The Institution hereby promises to pay as 
Additional Payments for the 2000A Project, (i) on each February 15 and August 15, to 
the Trustee, its reasonable fees for services rendered and expenses reasonably 
incurred by or on behalf of it as Trustee under the Master Indenture, as bond registrar 
and as paying agent on that portion of the 2000A Bonds issued to purchase the 2000A 
Note, including the reasonable attorneys' fees incurred by the Trustee and any cost or


                       10
expense necessary to cancel and discharge the Master Indenture and the Fourth 
Supplemental Indenture upon Payment of the Bonds, and all other amounts which the 
Institution has assumed or agreed in this 2000A Loan Agreement to pay, (ii) within thirty 
(30) days after written demand is made by the Authority to the Trustee and the 
Institution, amounts necessary to make the payments to the United States required 
under Section 148(f) of the Code with respect to that portion of the 2000A Bonds issued 
to finance the purchase of the 2000A Note to the extent funds are not available in the 
Rebate Fund to make such payment (the "Rebate Amount"), (iii) by no later than fifteen 
(15) days prior to each date on which a premium may be payable on the 2000A Bonds, 
that portion of such premium allocable to that portion of the 2000A Bonds issued to 
purchase the 2000A Note (the "Premium Amount"), (iv) on the date that the 2000A 
Bonds are issued, an amount equal to the Authority's issuance fee of $ and 
(v) within thirty (30) days after written demand is made by the Authority to the Institution,
the reasonable fees for services rendered and expenses reasonably incurred by any 
professional and reasonably allocable to the Institution with respect to the offering, 
remarketing or administration of the 2000A Bonds, including the calculation of any 
Rebate Amount.

           Section 4.3. Interest upon Default in Payments. The Institution hereby 
promises to pay, if any installment of Basic Payments is not paid on or before its due 
date, interest on the amount not paid, from and after such due date to the date such 
payment will be applied to the payment of the 2000A Bonds, at the rate per annum that 
will yield the amount necessary to pay the interest due on that portion of the 2000A 
Bonds issued to finance the purchase of the 2000A Note, such interest to be paid on the 
date such late payment of Basic Payments is made, time being of the absolute essence 
of this obligation.

           Section 4.4. Payments Assigned. It is understood and agreed that all 
payments required to be made by the Institution pursuant to the 2000A Note and 
Sections 4.2 and 4.3 (except payments made to the Trustee or the Authority pursuant to 
Section 4.2(b)(i) or (iv), the Rebate Amounts paid pursuant to Section 4.2(b)(ii), and the 
payments to other professionals pursuant to Section 4.2(b)(v)) and the rights of the 
Authority hereunder, except the Unassigned Rights, are pledged and assigned by the 
Indenture. The Institution consents to such pledge and assignment. The Authority 
hereby directs the Institution and the Institution hereby agrees to pay or cause to be 
paid to the Trustee all said amounts, except payments to the Authority pursuant to 
Section 4.2(b)(iv) and payments to other professionals pursuant to Section 4.2(b)(v).

           Section 4.5. Nature of Obligations of Institution.

           (a) Obligations Unconditional. Except as otherwise provided in this 
Section 4.5, the obligation of the Institution to make Payments and to pay all other 
amounts provided for in the 2000A Note and this 2000A Loan Agreement and to 
perform its obligations under the 2000A Note and this 2000A Loan Agreement shall be 
absolute and unconditional, and such Payments and other amounts shall be payable 
without any rights of set-off, recoupment or counterclaim that the Institution or the


                                    11
Commonwealth might have against the Authority, the Trustee or any other person and 
whether or not the 2000A Project is used or operated by the Institution or available for 
use or operation by the Institution. Except as otherwise provided in this Section 4.5, the 
Institution shall not suspend or discontinue its payments of Payments or its performance 
of its obligations under the 2000A Note and this 2000A Loan Agreement or terminate 
the 2000A Note or this 2000A Loan Agreement, or be excused from performing its 
obligations under the 2000A Note and this 2000A Loan Agreement for any cause 
whatsoever, including without limitation, (i) any acts or circumstances that may 
constitute a failure of consideration, failure or loss of title, or frustration of purpose, (ii)
any damage to or destruction of all or any part of the 2000A Project, (iii) the failure of 
the Authority or the Trustee to perform and observe any agreement or covenant, 
whether expressed or implied, or any duty, liability or obligation arising out of or 
connected with this 2000A Loan Agreement, (iv) any change in the tax or other laws of 
the United States of America, the Commonwealth or any political subdivision of either, 
(v) the failure of the 2000A Project to be constructed, or (vi) the inability or failure of the 
institution to use or operate the 2000A Project.

        (b) Actions Against the Authority. If the Institution (i) is not in default 
under or in violation of the terms and conditions of this 2000A Loan Agreement, (ii) shall 
have paid all amounts that it is required to pay under the 2000A Note and this 2000A 
Loan Agreement, (iii) shall have performed all of its obligations under the 2000A Note 
and this 2000A Loan Agreement as provided in the preceding sentence, and (iv) shall 
continue to pay and perform as required by the 2000A Note and this 2000A Loan 
Agreement, the Institution shall not be precluded from bringing any action (to compel 
performance or recover damages for nonperformance) that the Institution might 
otherwise have against the Authority if the Authority should fail to perform any of its 
obligations under this 2000A Loan Agreement. The Institution may, upon ten (10) days' 
notice from the Institution to the Trustee and the Authority of the Institution's intention to 
do so, at its own expense and in its own name or in the name of the Authority, 
prosecute or defend any action or proceeding or take any other action involving third 
persons which the Institution reasonably deems necessary or desirable in order to 
secure or protect any of the rights of the Institution under the 2000A Note or this 2000A 
Loan Agreement or the rights of the Authority under the Master Indenture or any 
Supplemental Indenture, and in such event the Authority shall cooperate fully with the 
Institution and shall take all necessary action to effect the substitution of the Institution 
for the Authority in any such action or proceeding if the Institution shall so request. No 
such actions will allow the Institution to suspend or discontinue its payments of 
Payments or its performance of its obligations under the 2000A Note and this 2000A 
Loan Agreement or terminate the 2000A Note or this 2000A Loan Agreement, or be 
excused from performing its obligations under the 2000A Note and this 2000A Loan 
Agreement.

        (c) Pledged General Revenues. Notwithstanding anything in this 
2000A Loan Agreement to the contrary, the Institution's obligation to make Payments 
under the 2000A Note and this 2000A Loan Agreement, including without limitation its 
obligation to pay all other amounts required to be paid by the Institution under the


                         12
2000A Note and this 2000A Loan Agreement, shall be payable solely from the Pledged 
General Revenues of the Institution. The Institution's Pledged General Revenues are 
hereby pledged to the Institution's obligation to make the Payments due hereunder.

      If the Institution has previously issued bonds or other debt instruments or 
will issue bonds or other debt instruments secured by a pledge of Pledged General 
Revenues (by whatever name and pursuant to Section 23-19(d)(4) of the Code of Vir- 
ginia of 1950, as amended, or similar or successor provisions of law) similar to the 
pledge to make Payments under the 2000A Note and hereunder, its obligation to make 
Payments under the 2000A Note and hereunder will be secured on a parity with such 
bonds or other debt instruments, as to such Pledged General Revenues. The Institution 
may, however, cause any pledge of Pledged General Revenues on such bonds or other 
debt instruments to be issued in the future to be made subordinate to the pledge con- 
tained herein.

      The Institution may from time to time exclude certain specified General 
Revenues from the pledge of Pledged General Revenues created hereunder if such ex- 
clusion has been or will be specified in documents pursuant to which bonds or other 
debt instruments have been or will be issued, if the issuance of such other bonds or 
debt instruments has been approved by the Commonwealth's Treasury Board. If any 
such General Revenues are so excluded, the Institution will file with the Authority and 
the Trustee a written notice of such exclusion, executed by the Authorized Representa- 
tive of the Institution.

      Section 4.6. Nature of Obligations of Authority. The cost and expense 
of the performance by the Authority of any of its obligations under this 2000A Loan 
Agreement shall be limited to the availability of the proceeds of the 2000A Bonds issued
for such purposes or from other funds received by the Authority under this 2000A Loan 
Agreement and available for such purposes.

      Section 4.7. No Lien on 2000A Project to Secure 2000A Bonds. 
Other than the fees and revenues, if any, that it may generate, the 2000A Project will 
not constitute any part of the security for the 2000A Bonds or for the Institution's 
obligations under the 2000A Note or this 2000A Loan Agreement.

      Section 4.8. Prepayment Provisions.

      (a) Option to Prepay the 2000A Note. The Institution shall not have the 
option to prepay the 2000A Note prior to September 1, [2010]. The Institution shall 
have the option to prepay the principal payments coming due on the 2000A Note on or 
after September 1, [2011] in whole or in part (in $5,000 increments) on any day on or 
after September 1, [2010]; provided, that no such prepayments may be made without 
the prior written consent of the Authority. In the case of any optional prepayment, the 
Institution (through a payment on the 2000A Note in the amount described in subsection 
(c)) shall pay to the Trustee the redemption price of the corresponding 2000A Bonds to 
be redeemed and shall request the Authority to redeem such 2000A Bonds as provided


                    13
in Section 303 of the Fourth Supplemental Indenture. The Institution shall give the 
Authority at least seventy (70) days' notice of the Institution's intention to prepay the 
2000A Note.

      (b) Obligation to Prepay the 2000A Note. The Institution shall have the 
obligation to prepay the 2000A Note in whole or in part if directed by the Authority to 
make such a prepayment upon the occurrence of one or more of the events described 
in Section 302 or 305 of the Fourth Supplemental Indenture with respect to the 2000A 
Project. In such case, the Institution (through a payment on the 2000A Note in the 
amount described in subsection (c)) shall pay to the Trustee the redemption price of the 
corresponding 2000A Bonds to be redeemed as a result of such occurrence and the 
Authority shall redeem such 2000A Bonds as provided in Section 302 or 305, as 
applicable, of the Fourth Supplemental Indenture.

      (c) Amount Required for Prepayment. To prepay the 2000A Note in 
whole or in part under subsections (a) or (b), the Institution shall pay to the Trustee, for
deposit in the Prepayment Account for the 2000A Bonds, an amount that will be 
sufficient to pay the principal balance of the 2000A Note to be prepaid, to pay the 
premium, if any, allocable to the 2000A Bonds to be redeemed and to pay the interest 
on the 2000A Bonds to be redeemed on each Interest Payment Date through and 
including the applicable redemption or maturity date. If the amount being deposited in 
the Prepayment Account will be invested in noncallable Government Obligations or 
noncallable Government Certificates, the Institution may take a credit on the amount to 
be paid to the Trustee equal to the expected investment earnings on such Government 
Obligations or Government Certificates; provided, that the Trustee has received from or 
on behalf of the Authority an accountant's verification report as to the sufficiency of such
moneys and investments in the Prepayment Account to provide for the payment of the 
2000A Bonds to be redeemed until such 2000A Bonds are paid in full.


                   ARTICLE V

     MAINTENANCE AND USE OF 2000A PROJECT; COVENANTS 

      Section 5.1. Maintenance and Use of 2000A Project.

      (a) Maintenance. The Institution shall maintain the 2000A Project in 
good condition, ordinary wear and tear excepted.

      (b) 2000A Project List. The Institution shall maintain a complete and 
accurate list identifying and stating the location, use and any private operators or 
managers of each portion of the 2000A Project constructed by the Institution. The 
Institution shall furnish copies of such list to the Authority and the Trustee at such times
as the Authority may reasonably request.





                     14
       (c) Inspections. The Institution shall permit the Authority and the 
Trustee and their agents and representatives to make inspections of its properties which 
are reasonably necessary to determine compliance with this Article V during regular 
business hours.

       (d) No Private Use. The Institution shall not use or permit the use of 
the 2000A Project or any part thereof either alone or with other property of the Institution
in a trade or business carried on by any person other than a governmental unit 
(provided that use as a member of the general public shall not be taken into account) in 
such manner or to such extent that would cause any Bond to be a "private activity bond" 
within the meaning of Section 141 of the Code unless the Institution delivers to the 
Authority and the Trustee the written consent of the Authority and an opinion of Bond 
Counsel, selected by the Authority but at the expense of the Institution, that to do so 
would not cause interest on the Bonds to be included in the gross income of recipients 
thereof for federal income tax purposes.

       (e) 2000A Project Security. The Institution shall take all reasonable 
steps necessary to provide security for and safeguard the 2000A Project against theft 
and other casualty losses. The Institution shall follow all regulations of the Office of 
Risk Management and the Department of Accounts of the Commonwealth concerning 
2000A Project security. The security afforded the 2000A Project shall at all times be 
equal to or better than the security afforded other similar property that is owned and 
operated by the Institution.

       Section 5.2. Insurance. The Institution shall insure the 2000A Project 
against such losses, with such coverage limits and with such deductibles as are 
customary for similar projects owned and operated by similar public institutions within 
the Commonwealth. The Institution shall promptly file all insurance claims for any loss 
or damage to the 2000A Project and shall promptly pay any deductible amounts which 
may be payable to the Commonwealth with respect to such claims.

       Section 5.3. Insurance and Condemnation Proceeds.

       (a) Notice of Loss. In case of any material damage to or destruction or 
any taking under the exercise of the power of eminent domain of any part of the 2000A 
Project, the Institution shall give prompt notice to the Authority and the Trustee. Each 
such notice shall describe generally the nature and extent of such damage, destruction 
or taking.

       (b) Coverage Required. All insurance required by Sections 5.2 and 5.3 
shall be taken out and maintained with generally recognized responsible insurers 
selected by the Institution and reasonably acceptable to the Trustee. If any such 
insurance is not maintained with an insurer licensed to do business in the 
Commonwealth or placed pursuant to the requirements of the Virginia Surplus Lines 
Insurance Law (Article 3. 1, Chapter 7, Title 38. 1, Virginia Code) or any successor 
provision of law, the Institution shall provide evidence reasonably satisfactory to the


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Trustee that such insurance is enforceable under the laws of the Commonwealth. In 
each policy, the Authority and the Trustee shall be named as additional insureds. The 
Authority and the Trustee acknowledge that the Institution shall have the exclusive right 
to negotiate and settle with the applicable insurer all claims under each policy required 
by Sections 5.2 and 5.3. Unless a policy with such an undertaking is unavailable or is 
available only at a cost which the Institution, acting by and through its Division of Risk 
Management, determines to be unreasonable, each policy shall contain an undertaking 
by the insurer that such policy shall not be modified adversely to the interests of the 
Authority and the Trustee or canceled without at least thirty (30) days' prior notice to the 
Trustee.

       All such policies shall be deposited with the Trustee; provided, that in lieu 
of such policies there may be deposited with the Trustee a certificate or certificates of 
the respective insurers attesting that the insurance required by Sections 5.2 and 5.3 is 
in full force and effect. Annually, the Institution shall deliver to the Authority and the 
Trustee a certificate that all policies required by Sections 5.2 and 5.3 to be in effect at 
the time are in full force and effect and that the amounts and types of insurance 
evidenced thereby comply with and satisfy all requirements of Sections 5.2 and 5.3. 
Prior to the expiration of any such policy, the Institution shall furnish to the Authority and
the Trustee evidence satisfactory to the Trustee that the policy has been renewed or 
replaced or is no longer required by this 2000A Loan Agreement.

       In lieu of separate policies, the Institution may maintain a single policy, 
blanket or umbrella policies, or a combination thereof, if (1) such policies provide the 
same coverage required by Sections 5.2 and 5.3 with protection against each risk not 
reducible by claims for other risks to amounts less than that specified in Sections 5.2 
and 5.3 and (2) the Institution deposits with the Trustee a certificate or certificates of 
insurance evidencing such coverage and stating, as required, the amount of coverage 
with respect to the 2000A Project.

       To the extent losses for any damage to the 2000A Project, however 
caused, are paid from the Net Proceeds of any insurance required by Sections 5.2 and 
5.3, no claim shall be made and no suit shall be brought against the Institution or the 
Commonwealth by the Authority, the Trustee or anyone else claiming by, through or 
under any of them.

       (c) Repair or Prepayment. Except as provided in the next paragraph, 
the Institution shall promptly replace or repair the portion of the 2000A Project 
damaged, destroyed or taken so that the 2000A Project shall be of substantially the 
same value, but not necessarily the same kind, as before such damage, destruction or 
taking, with such alterations and additions as the Institution may determine and as will 
not impair the capacity or character of the 2000A Project for the purpose for which it is 
intended to be used. The Institution shall apply so much as may be necessary of the 
Net Proceeds of insurance and any condemnation award received by it on account of 
any such damage, destruction or taking and of the Institution's own funds to payment of 
the cost of such replacement or repair.


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