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06-12-01 TSH Denton Min MINUTES AND CERTIFICATION On June 12, 2001, the Board of Directors (the `Board") of the Texas Student Housing Corporation — Denton Project convened in a public meeting at the designated meeting place in Westlake, Texas. The roll of the duly constituted officers and members of the Board was called, which are as follows: Name Title James P. Carter President Worth Blake Vice President Annette Bush Treasurer Dr. Forrest Watson Member Dr. Patsy Sharp Member Dr. John Brooks Member Mike Farhat Member all of whom were present. Also present were: Mr. Allen Moon, Mr. Bill Moon, Mr. Larry Williamson, Mr. Scott Bradley, Mr. Charles Haynes, Ms. Mary Midgette and Ms. Ginger Crosswy. President Carter called the meeting to order at 5:45 p.m. Allen Moon explained the purpose of this mecting to the Board followed by a lengthy question and answer session. There was a moswon by Mr. Farhat, seconded by Ms. Bush, to adopt a resolution approving the Articles of Incorporation and Bylaws of the Corporation, appointing officers, designating a principal office, seal and depository, and engaging a Program Adinin st,rator, General Counsel, Financial Counsel, and Special Finance Counsel, aufyo.•izing action on any other matters lawfully before the Board and resolving related rats mtt s with the following changes: (1) The Treasurer and President can designate any bank they think is appropriate, and (2) the General Counsel has agreed to serve with no fee. The motion carried unanimously. There was a motion by Dr. Watson, seconded by Dr. Brooks,to adopt a resolution authorizing the issuance of a Series of Bonds, and the acquisition, financing, and management of a Student Housing Project, including related facilities, located near the University of North Texas, approving the form and substance of and authorizing the execution and delivery of the documents appropriate to effect the issuance of the bonds and the acquisition, fEnw.:ing and management of the project, and resolving related matters. The motion carried unanimously. There being no further business to come before the Board there was a motion by Dr. Sharp, seconded by Mr. Blake, to adjourn. The motion carried unanimously and the meeting was adjourned at 6:42 p.m. MINUTES APPROVED AND CERTIFIED TO BE TRUE AND CORRECT and to correctly reflect the duly constituted officers and members of the Board, and is hereby certified to be a correct copy of an official copy thereof, on file among the official records of the Board, on this the 10th day of July, 2001. ATTEST: J es P. Carter,President A. ()A, w roger rosswy, Secreta MINUTES of the ORGANIZATION MEETING of the BOARD OF DIRECTORS of the TEXAS STUDENT HOUSING CORPORATION-DENTON PROJECT On June 12,2001 the Board of Directors(the'Board")of the Texas Student Housing Corporation-Denton Project (the "Corporation") convened in special meeting at the designated meeting place in the Town of Westlake,Texas. The meeting was called by the incorporators of the Corporation,and notice of the meeting, giving the time, place, and purpose thereof, was mailed to each member of the Board as prescribed by the Texas Non-Profit Corporation Act. The roll of the duly constituted members of the Board was called,which are as follows: James P. Carter Member Worth Blake Member Annette Bush Member Dr. John Brooks Member Dr. Patsy Sharp Member Forrest Watson Member Mike Farhat Member and all of these persons were present,thus constituting a quorum of the Board. Among other business,a written Resolution bearing the following caption was introduced: A Resolution Approving the Articles of Incorporation and Bylaws of the Corporation,Appointing Officers, Designating a Principal Office, Seal, and Depository, and Engaging a Program Administrator, General Counsel,Financial Advisor,Finance Counsel,and Special Finance Counsel,Authorizing Action on any other Matters Lawfully before the Board, and Resolving Related Matters The Resolution was read by the Board. After due discussion,it was duly moved and seconded that the Resolution be adopted.The Presiding Officer put the motion to a vote of the Board, and the Resolution was adopted by unanimous vote. The Presiding Officer then declared the Resolution to be adopted. The persons named herein are the duly chosen, qualified, and acting officers and members of the Board as indicated herein. Each of the officers and members of the Board was duly and sufficiently notified officially and personally,in advance,of the time,place,and purpose of the aforesaid meeting and that the resolution would be introduced and considered for adoption at the meeting. The meeting was open to the public, and public notice of the time, place, and purpose of the meeting was given all as required by Chapter 551 of the Texas Government Code, MINUTES APPROVED AND CERTIFIED TO BE TRUE AND CORRECT and to correctly reflect the duly constituted members of the Board,and the attached copy of the Resolution is hereby certified to be a correct copy of an official copy thereof, on file among the official records of the Board and such resolution has not been amended and is in full force and effect. By: Narr e: ding Crosswy Title: Secretary MINUTES OF THE ORGANIZATION MEETING -Page I TAM.v1.TSHCDP.511 U2001 A RESOLUTION APPROVING THE ARTICLES OF INCORPORATION AND BYLAWS OF THE CORPORATION, APPOINTING OFFICERS, DESIGNATING A PRINCIPAL OFFICE, SEAL, AND DEPOSITORY, ENGAGING A PROGRAM ADMINISTRATOR, GENERAL COUNSEL, FINANCIAL ADVISOR,FINANCE COUNSEL,AND SPECIAL FINANCE COUNSEL,AUTHORIZING ACTION ON ANY OTHER MATTERS LAWFULLY BEFORE THE BOARD, AND RESOLVING RELATED MATTERS NOW,THEREFORE,BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE TEXAS STUDENT HOUSING CORPORATION-DENTON PROJECT: WHEREAS,The Town of Westlake(tile"Town')has authorized the creation of the Texas Student Housing Corporation-Denton Project(the"Corporation'); and WHEREAS, The Board of Aldermen of the Town has approved the Articles of Incorporation and Bylaws attached hereto. Articles of Incorporation The first matter to come before the Board was the consideration of the approval ofthe articles of incorporation of the Corporation as filed with the Secretary of State of the State of Texas. By motion duly made,seconded, and carried by a majority vote of all directors present, the Board approved the articles of incorporation and directed that a copy of the articles of incorporation and the certificate of incorporation received from the Secretary of State be filed in the official records of the Corporation. Bylaws The Board next considered the adoption of bylaws for the Corporation. The bylaws,in the form of a document entitled"Bylaws of the Texas Student Housing Corporation--Denton Project"(a copy of which is attached to these Minutes),which were approved by the Board of Aldermen of the Town,were presented to the Board. By motion duly made, seconded, and carried by a majority vote of all directors present, the Board adopted the bylaws and directed that a copy of the bylaws be filed in the official records of the Corporation. Officers The Board next considered the matter of appointing officers of the Corporation,including a president,a vice president, a secretary, and a treasurer. By motion duly made, seconded, and carried by majority vote of all directors present, in each instance,the Board appointed the following officers: James P. Carter, President Worth Blake,Vice President Annette Bush, Treasurer Ginger Crosswy, Secretary Each appointed officer accepted his/her office. Principal Corporate Office The Board next considered the establishment of a principal office for the Corporation. By motion duly made, seconded, and carried by majority vote of all directors present,the Board established 3 Village Circle, Suite 207, Westlake, Texas 76262 as the principal office of the Corporation. ACKNOWLEDGEMENT OF NOTICE-Page 2 DMSWORKI DAL Dallas 432291 3.4.DOC Seal The Board next considered the matter of adopting the seal of the Corporation. A seal was presented to the Board, consisting of two concentric circles containing the name of the Corporation and in the center of the circles a five-pointed star and the word"Texas." By motion duly made,seconded,and carried by majority vote of all directors present,the Board adopted the seal as presented. An imprint of the seal thus adopted appears at the end of these Minutes. Designation of Depository The Board next considered the designation of a depository bank for the Corporation. By motion duly made, seconded, and carried by majority vote of all directors present, it was determined that the Treasurer and President can designate any bank they think is appropriate. Engagement of Program Administrator, General Counsel, Financial Advisor, Finance Counsel, and Special Finance Counsel The Board next considered the engagement of a program administrator, general counsel, financial advisor, finance counsel,and special finance counsel for the Corporation. By motion duly made,seconded,and carried by majority vote of all directors present, the Board decided to engage Petty & Associates, Inc., as program administrator, Scott Bradley,Esq. as general counsel,Larry Williamson,as financial advisor,Thomas Allen Moon,Esq.,as finance counsel,and Jenkens&Gilchrist,P.C.,as special finance counsel for the Corporation under terms to be mutually agreed between the Board and Petty & Associates, Inc., Mr. Bradley, Mr. Williamson,Mr.Moon,and Jenkens&Gilchrist,P.C.,respectively,and authorized the president to approve an engagement letter setting forth the terms. Mr. Bradley, General Counsel, has agreed to serve without compensation. Authorizing Action on other Matters Lawfully before the Board This Board is authorized to take action on any other matter lawfully before the Board. Adjournment There being no further business before the Board, the in . adjourned. APPROVED: June 12, 2001. le: President Name: James P. Carter By: Title: Secret Name: Ginger Crosswy [SEAL] ACKNOWLEDGEMENT OF NOTICE —Page 3 DMSWORK1_DAL_Dallas_432291_3v4.DOC MINUTES AND CERTIFICATION On June 12,2001,the Board of Directors(the"Board")of the Texas Student Housing Corporation--Denton Project(the"Issuer")convened in a public meeting at the-designated meeting place in Westlake,Texas. The roll of duly constituted officers and members of the Board was called and are as follows: Name Title James P. Carter President Worth Blake Vice President Annette Bush Treasurer Dr. Patsy Sharp Member Dr. John Brooks Member Dr. Forrest Watson Member Mike Farhat Member all of whom were present,thus constituting a quorum. Among other things,the Board considered the written resolution as follows: A Resolution Authorizing the Issuance of a Series of Bonds, and the Acquisition,Financing, and Management of a Student Housing Project,Including Related Facilities,Located near the University of North Texas,Approving the Form and Substance of and Authorizing the Execution and Delivery of the Documents Appropriate to Effect the Issuance of the Bonds and the Acquisition,Financing, and Management of the Project, and Resolving Related Matters The Resolution was read by the Board. After due consideration, it was duly moved and seconded that the Resolution be adopted. The Presiding Officer put the motion to a vote of the Board, and the Resolution was adopted by unanimous vote. The Presiding Officer then declared the Resolution adopted. The persons named herein are the duly chosen,qualified, and acting officers and members of the Board as indicated herein. Each of the officers and members of the Board was duly and sufficiently notified officially and personally,in advance, of the time, place, and purpose of the aforesaid meeting and that the resolution would be introduced and considered for adoption at the meeting. The meeting was open to the public, and public notice of the time,place, and purpose of the meeting was given all as required by Chapter 551 of the Texas Government Code. MINUTES APPROVED AND CERTIFIED TO BE CORRECT and to correctly reflect the duly constituted members of the Board of the Issuer, and the attached copy of the Resolution is hereby certified to be a correct copy of an official copy thereof on file among the official records of the Issuer and such resolution has not been amended and is in full force and effect on this June 12, 2001. ,� By: 1 Name: Ginger �rasswy Title: Secretary MINUTES AND CERTIFICATION—Page 1 TAM.vI assuer.5/11/2001 RESOLUTION AUTHORIZING THE ISSUANCE OF A SERIES OF BONDS, AND THE ACQUISITION, FINANCING, AND MANAGEMENT OF A STUDENT HOUSING PROJECT, INCLUDING RELATED FACILITIES, LOCATED NEAR THE UNIVERSITY OF NORTH TEXAS, APPROVING THE FORM AND SUBSTANCE OF, AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE DOCUMENTS APPROPRIATE TO EFFECT THE ISSUANCE OF BONDS,AND THE ACQUISITION,FINANCING,AND MANAGEMENT OF THE PROJECT,. AND RESOLVING RELATED MATTERS WHEREAS, the Texas Student Housing Corporation -- Denton Project (the "Issuer") is a nonprofit corporation created pursuant to the Higher Education Authority Act(Chapter 53, Education Code)to act as a duly constituted authority and instrumentality on behalf of the Town of Westlake,Texas,among other things,to acquire, finance, and operate student housing facilities; WHEREAS,the Board of Directors (the 'Board") of the Issuer hereby finds that it is in the interest of the Issuer to acquire a student housing facility and related facilities(the "Project")located near the University of North Texas through the issuance of a series of student housing revenue bonds(the"Bonds")pursuant to a Trust Indenture (the"Indenture"), between the Issuer and the Bank of New York, as trustee(the "Trustee"); WHEREAS,the Issuer hereby authorizes the sale of the Bonds to Legg Mason Wood Walker, Incorporated (the"Underwriter")pursuant to a Bond Purchase Agreement, between the Issuer and the Underwriter; WHEREAS,the Board has examined the proposed forms of the Indenture,the Bond Purchase Agreement,the Continuing Disclosure Agreement, between the Issuer and the Bank of New York, the Deed of Trust, Security Agreement and Fixture Filing,executed by the Issuer,the Letter Agreement,between the University of North Texas and the Issuer,the Contract for Sale,between the Issuer and Jefferson Commons—Denton,L. P. (the"Seller"),the Special Warranty Deed, executed by the Seller, the Asset Management Agreement, between the Issuer and JPI Apartment Development, L. P. , the Property Management and Leasing Agreement, between the Issuer and JPi Campus Quarters Management, L. P. , and the Issuer's Preliminary Official Statement and Official Statement (collectively,together with all documents contemplated in connection with the issuance of the Bonds and under the Bond Purchase Agreement and to effect the issuance the acquisition,financing,and management of the Project,such documents shall be referred to as the "Transaction Documents") and has found the form and substance of such documents to be satisfactory and proper; WHEREAS,the Board has determined to issue the Bonds in order to enable the Issuer to acquire, finance, and manage the Project in accordance with the Transaction Documents by authorizing the execution and delivery of the Transaction Documents and taking other actions as may be necessary and convenient to effect the transactions contemplated by the Transaction Documents; WHEREAS,the Board hereby finds that the Bonds will be issued and sold and the Project shall be acquired, financed,and managed on the terms and subject to the conditions contained in this resolution(the"Resolution")and the agreements authorized hereby;and WHEREAS,the meeting at which this Resolution has been considered has been called and held,and public notice of the meeting has been given, in accordance with applicable law; THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE TEXAS STUDENT HOUSING CORPORATION--DENTON PROJECT_ RESOLUTION—Page 1 TAM.v 1.Iss uer.5/11/2001 SECTION 1. Preamble. The preamble of this Resolution is hereby adopted by reference and made part of this Resolution. SECTION 2. Findings. The Board,acting on behalf of the Issuer,hereby finds(solely for its own purposes to facilitate accomplishing the purposes of this Resolution) that the issuance and sale of the Bonds and acquisition and management of the Project is in furtherance of the public purposes of the Act. SECTION 3. Authorization of the Issuance and Sale of the Bonds and the Acquisition, Financing, and Management of the Project Pursuant to the Transaction Documents. The Board hereby authorizes and approves the issuance and sale of the Bonds and the acquisition,financing, and management of the Project pursuant to,and the performance of its duties under,the Transaction Documents.. SECTION 4. Terms of Issuance and Sale of Bonds. The Issuer hereby authorizes the issuance and sale of the Bonds in an aggregate amount not to exceed $34,000,000, with a net effective interest rate not to exceed 7,00 percent and a final maturity no later than July 1, 2031, on the terms and as prescribed in and the manner contemplated by the Bond Purchase Agreement and the Indenture. The Issuer shall not be obligated to deliver the Bonds to the Underwriter until the Underwriter has satisfied all requirements contained in the Bond Purchase Agreement. SECTION 5. Terms of Acquisition of Proiect. The Issuer hereby authorizes the acquisition of the Project for a purchase price not to exceed$30,292,389 to be paid from the proceeds of the issuance and sale of the Bonds and the application of the proceeds of the Bonds,on the terms and conditions as contained in the Transaction Documents. SECTION 6. Use and Distribution of Disclosure Documents. The Issuer hereby authorizes the use and distribution of the Preliminary Official Statement and the Official Statement as contemplated by the Bond Purchase Agreement. SECTION 7. Pricing Committee. Pursuant to Section 2.6 of the Bylaws of the Issuer, any two or more members of the Board are hereby designated as an executive committee(the"Pricing Committee")of the Board for the purpose of approving,subj ect to the limitations set forth in this Resolution, the interest rate, maturities, and principal amount of the Bonds, the purchase price of the Project,and such other terms relating to the Bonds and the Project that the Pricing Committee determines to be necessary or appropriate, such approval to be conclusively evidenced by the execution of the applicable Transaction Documents by the applicable officer of the Issuer. SECTION 8. Conditions to Entering into the Transaction Documents. The Issuer shall not enter into the Transaction Documents unless and until the following conditions are satisfied; RESOLUTION--Page 2 TAM.v 1.lssuer.51111200 I (1) The Pricing Committee and General Counsel of the Issuer shall approve,in form and substance,any changes to the Transaction Documents,which approval shall be evidenced conclusively,with respect to the Pricing Committee, by the execution of the applicable Transaction Documents, and, with respect to the General Counsel, by his written statement to that effect. (2) The Financial Advisor shall certify to the Board that the terms of the Transaction Documents are commercially reasonable. The Finance Counsel shall deliver an opinion to the Board to the effect that the Board has taken all appropriate action to authorize the execution and delivery of the Transaction Documents, and the Transaction Documents, subject to customary creditor rights exceptions,are enforceable and binding obligations of the Issuer. SECTION 9. Execution and Deliveil of Bonds and Transaction Documents. Following the approval of the final terms of the Bonds and the Transaction Documents by the Pricing Committee and the satisfaction of all requirements contained in this Resolution and the Bond Purchase Agreement to the sale and delivery of the Bonds,the President and the Secretary are each hereby directed and authorized to execute, attest and affix the Issuer's seal to the Bonds,and the President,or if the President is not available the Vice President, is hereby directed and authorized to execute the Transaction Documents,and to deliver the Bonds and the Transaction Documents to the Underwriter and other appropriate persons as contemplated by the Bond Purchase Agreement. SECTION 10. Authorized Officers. Each of the members and the officers of the Issuer(each as an authorized officer),Petry&Associates,Inc,as the Program. Administrator, Scott Bradley, as the General Counsel, Larry Williamson, as the Financial Advisor, Thomas Allen Moon, as the Finance Counsel, and Jenkens & Gilchrist, P. C., as the Special Finance Counsel, is hereby authorized to execute and deliver certifications as to facts, estimates, and circumstances as are necessary to accomplish the purposes of this Resolution and, on the Issuer's behalf,to: (1) do all things necessary or convenient to effect the issuance of the Bonds and the acquisition,financing, and management of the Project and to carry out the terms and purposes of this Resolution, including (without limitation) the execution and delivery of all agreements and other documents and papers, whether or not mention herein, contemplated to be delivered in connection therewith; (2) perform all duties and functions of the Issuer under the Transaction Documents and this Resolution in order to accomplish the purposes thereof; and (3) certify as to the accuracy of any information about the Issuer that is contained in the Transaction Documents. SECTION 12. Ratification of Submission to the Attorney General of Texas. The Board hereby ratifies the submission by Vinson & EIkins, L. L. P., as bond counsel, to the Attorney General of Texas, for approval as required under Chapter 1202, Texas Government Code, a transcript of legal proceedings relating to the issuance, sale, and delivery of the Bonds. SECTION 13. Limited Obligations. RESOLUTION—Page 3 TAM.v l.lssuer.5/t 1/2001 The Bonds and the interest thereon shall be limited obligations of the Issuer payable solely from the revenues, funds,and assets pledged under the Indenture to secure payment of the Bonds and under no circumstances shall the be payable from any other revenues, funds, assets,or income of the Issuer. SECTION 14. Obligations of Issuer Only. The Bonds shall not constitute an indebtedness, liability,general,special,or moral obligation or a pledge or loan of the faith and credit or taxing power, within the meaning of any constitutional or statutory provision whatsoever,of the United States of America or any agency or instrumentality thereof,the State of Texas,the Town of Westlake, or any other political subdivision or governmental unit. SECTION 15. Power to Revise Form of Documents. Notwithstanding any other provision of this Resolution,the President or Vice President of the Issuer are each authorized to make or approve such revisions in the form of documents attached hereto as exhibits as,in the opinion of the General Counsel and Finance Counsel, may be necessary or convenient to carry out the purposes of this Resolution; and the approval of such changes shall be conclusively established by such officers' execution of the documents.. SECTION 16. Compliance with IRS Information Filing Requirements. The Board directs that an officer of the Issuer submit to the Secretary of the Treasury,not later than the 15'h day after the second calendar month after the close of the calendar quarter in which the Bonds are issued,a statement containing the information required by Section 149(e) of the Internal Revenue Code of 1486,as amended. SECTION 17. Effective Date of Resolution. This Resolution shall take effect immediately upon its adoption. PASSED AND APPROVED BY TEXAS STUDENT HOUS G CORPORATION -- DENTON PROJECT,this June 12, 2001. J es P. Carter, Preside RESOLUTION—Page 4 TAMM.Issuer.5/111206[ BYLAWS of TEXAS STUDENT DOUSING CORPORATION--DENTON PROJECT ARTICLE I POWERS AND OPERATIONS IN GENERAL SECTION 1.1. Powers ofCorporation. The Texas Student Housing Corporation -- Denton Project (the "Corporation") shall have all of the powers and authority granted to nonprofit corporations under Section 53.35(b), Texas Education Code, as amended(the "'Act"). SECTION 1.2. Records. The Corporation shall keep complete corporate and financial records and minutes of the proceedings of its board of directors(the "Board")and of committees(if any)of the Board in accordance with applicable law. The records and minutes shall be made available for inspection at all reasonable times by any member of the Board(any member,a"Director")or by the Director's authorized agent or by any authorized representative of the Town of Westlake(the"Town"). SECTION 1.3, Regulations. The Corporation, by action of the Board, may promulgate regulations (the "Regulations")governing the Corporation's operation. The Regulations shall not conflict with, and shall be subject to,these Bylaws and the Corporation's Articles of Incorporation(the "Articles"). SECTION 1.4. Staffing Functions. Staff functions ofthe Corporation may be performed by employees of the Town,under the direction of the Town Manager,subject to payment by the Corporation of the actual costs of the staff functions to be performed,as from time to time may be billed to the Corporation by the Town. The Corporation shall pay the bills upon receipt(or as promptly thereafter as practicable) from any of its funds available for such payment. SECTION 1.5. Administrative Fees. The Regulations may prescribe fees payable by applicants for financial participation and/or assistance by the Corporation and such other fees and charges as the Board determines appropriate to defray the administrative expenses incurred in the operation of the Corporation. SECTION 1.6. Student Assistance Program. The Corporation shall promulgate Regulations establishing and providing for the administration of a program designed to provide education and/or housing assistance to deserving students residing in the Keller Independent School District (the "Keller ISD"), the Carroll Independent School District (the "Carroll ISD"), and the Northwest Independent School District (the "Northwest ISD") at the institution(s) of higher education that are aided by the Corporation (the "Student Assistance Program"). The Regulations governing the Student Assistance Program shall provide a preference in the awarding of student assistance to students who reside in the Town (and who otherwise qualify for assistance). The Student Assistance Program shall be funded exclusively from those funds (if any) of the Corporation that are not subject to a lien and/or pledge securing the Corporation's bonds or other obligations or required for the timely payment of the Corporation's operation and maintenance expenses. "An Education Leadership Advisory Committee" (the "Advisory Committee") empowered to advise the Board concerning students needs,assistance and any other matters deemed necessary by the Board including student scholarship review criteria. The Advisory Committee shall be composed of five members and shall include a representative from each of the Carroll ISD,the Keller ISD, and the Northwest ISD and two Directors. The president shall be empowered to appoint and remove all members of the Advisory Committee. BYLAWS--Page I TAM.v 1.TSHCDP.5/11/2001 ARTICLE II BOARD OF DIRECTORS SECTION 2.1. Management of Corporation. The Board is responsible for the management of the Corporation. SECTION 2.2. Number Appointment,Term Disqualifications,and Removal of Directors, The Board shall consist of seven Directors. The Directors constituting the initial Board are those specified in the Articles. Subsequent Directors(including Directors filling vacancies)shall be appointed by the governing body of the Town. The term of each Director is two years, provided that a Director shall continue to serve until his/her successor is appointed and assumes office_ No officer or employee of the Town may serve as a Director. Any Director may be removed at any time(with or without cause) by the governing body of the Town. SECTION 2.3. Meetings of Directors. (a)The Board may hold its meetings at any place designated(from time to time)by the Board. In the absence of any designation,meetings shall be held at the principal office of the Corporation. Regular meetings of the Board shall be held at such times and places as designated by resolution of the Board. A special meeting of the Board shall be held whenever called by the president or the secretary of the Corporation or by the Board at the time and place specified by the authority calling the special meeting. Unless otherwise indicated in the notice of a special meeting,any matter that may be acted upon by the Board at a regular meeting may be acted upon at a special meeting. (b) Except as otherwise provided by law,notice to Directors of a regular meeting is not required. Notice of the time and place of each special meeting shall be given to each Director(either by personal delivery,United States mail,telephone,or telecopy)not later than two hours in advance of the meeting. Notice of any Board meeting to persons other than Directors shall be given if and to the extent required by law. (c) Attendance of a Director at a meeting shall constitute a waiver by the Director of any notice of meeting, unless the Director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened. A waiver of a notice in writing,signed by any person entitled to notice(whether before or after the time for giving the notice)shall be deemed to be the equivalent to the giving of notice. SECTION 2.4. Quorum. A majority of the number of Directors fixed by these bylaws as constituting the Board shall constitute a quorum for the transacting of the business of the Corporation. The act of a majority of the Directors present at a meeting at which a quorum is in attendance shall constitute the act of the Board except as otherwise required by law or by these Bylaws or the Articles. SECTION 2.5. Order of Business. The Board shall consider the matters before it in such order as the Board may determine. SECTION 2.6. Committees. The Board,by resolution adopted by a majority of the Directors in office,may designate one or more committees that,to the extent provided in the resolution,shall have the authority of the Board in the management of the Corporation. Each committee shall consist of two or more Directors. Committees that do not have the authority of the Board in the management of the Corporation may be designated by resolution of the Board or by the president of the Corporation, and membership on any committee need not be limited to Directors. BYLAWS—Page 2 TAM.v1.Ts14CnP.5111/2001 SECTION 2.7 Compensation of Directors. Directors are not entitled to receive any compensation for their services as Directors,except for reimbursement of their actual expenses incurred in the performance of their official duties. ARTICLE III OFFICERS SECTION 3.L Office Titles. The officers of the Corporation shall be a president, a vice president, a secretary, a treasurer, and such other officers as the Board may from time to time appoint. The same person may hold more than one office, except that the president shall not hold the office of secretary. SECTION 3.2. Appointment, Term, Removal,Vacancy of Offices. Each officer shall be appointed by the Board for a term of two years and shall continue to serve until his/her successor is appointed and assumes office. Each officer is subj ect to removal from office(with or without cause)at any time by the vote of a two- thirds majority of the Directors in office. A vacancy in any office shall be filled in the same manner as the original appointment for the unexpired term thereof. SECTION 3.3 President. The president shall preside at all meetings of the Board. The president is the chief executive officer of the Corporation and, subject to the control of the Board, shall have general charge and supervision of the management of the affairs of the Corporation. The president shall cause all orders and resolutions of the Board to be put into effect The president shall sign and execute all legal documents and instruments in the name of the Corporation when authorized to do so by the Board,except when the signing and execution thereof is delegated by the Board to some other officer or to an agent of the Corporation. SECTION 3.4. Vice-President. The vice-president shall, in the event of the absence or disability of the president, discharge the powers and duties of the president, and the vice-president shall perform such additional duties as may be assigned from time to time by the Board. SECTION 3.5.. Secretary. The secretary shall have charge of the records and correspondence of the Corporation under the direction of the president. The secretary is responsible for the giving of notice of meetings of the Board, and the secretary shall attend the Board meetings and shall take and keep minutes of, and record all votes cast at,the meetings. The secretary shall discharge such other duties as may be assigned from time to time by the president or the Board. The secretary need not be a member of the Board. SECTION 3.6. Treasurer. (a) To the extent not otherwise provided in any resolution of the Board relating to the issuance of bonds or other obligations of the Corporation or to instruments authorized by the Board to provide security therefor,the treasurer shall have the custody of all the funds and securities of the Corporation and shall deposit them to the credit of the Corporation in such banks or other depositories as the Board may designate. (b) The treasurer shall keep proper books of account and other records showing at all times the amount of the funds and other property belonging to the Corporation and of all receipts and disbursements of the Corporation. The treasurer shall, under the direction of the Board, disburse all money and sign all checks and other instruments drawn on or payable out of the funds of the Corporation and shall also make such transfers and other dispositions of the securities of the Corporation as may be ordered by the Board. (c) The treasurer shall also discharge such additional duties as may be assigned from time to time by the Board. The treasurer shall give bond only if required to do so by the Board. The treasurer shall render to the BYLAWS—Page 3 TAM.vI.TSI ICDP.5111/2001 president and to the Directors an account of all transactions of the treasurer and of the financial condition of the Corporation upon request. SECTION 3.7. Compensation of Officers. Officers are not entitled to receive any compensation for their services as officers, except for reimbursement of their actual expenses incurred in the performance of their official duties. ARTICLE IV MISCELLANEOUS PROVISIONS SECTION 4.1. Time for Taking Effect. These Bylaws shall take effect upon their adoption by the Board. SECTION 4.2. Resignation. Any Director or any officer of the Corporation may resign at any time. A resignation shall be made by written instrument and shall take effect at the time specified therein or,if no time is so specified,at the time of its receipt by the president or the secretary of the Corporation. The acceptance of a resignation is not necessary to make it effective unless expressly so provided in the instrument of resignation. SECTION 4.3. Fiscal Year. The fiscal year of the Corporation shall be the annual period determined by resolution of the Board. SECTION 4.4. Seal. The official seal of the Corporation shall be as determined by the Board. The seal shall not be necessary to the proper execution by the officers of the Corporation of any document or instrument unless otherwise specified by the Berard. SECTION 4.5. Special Requirements. The Corporation shall comply with the following special requirements: (a) The Corporation shall maintain its books and records separate and apart from any other legal entity. (b) The Corporation shall not commingle its assets with the assets of any other legal entity. (c) The Corporation shall maintain financial records separate from any other legal entity. (d) The Corporation shall maintain an"arm-length"relationship with all other legal entities except as it otherwise required by law. (e) The Corporation shall pay the salaries of its own employees. SECTION 4.6. Amendments. These Bylaws may be amended at any time, and from time to time, by resolution of the Board,which amendment shall not take effect until approved by the governing body of the Town. SECTION 4.7. Interpretation. These Bylaws shall be liberally construed to effect the purposes of the Corporation. If any part of these Bylaws is ruled invalid by a court of competent jurisdiction,the remainder of these Bylaws shall remain in effect to the fullest extent possible under the application of such ruling. References in these Bylaws to the singular number shall include the plural and vice versa(unless the context otherwise requires). BYLAWS—Page 4 TAM. l.TS HCDP.5/11/2001 lay-2E-0; 10:14am F•cm- T-513 P.02/V, . F-732 SECR.ETAR Y OF STA TE CERTIFICATE OF INCORPORATION OF TFKAS STUDON'T HOUSLNG CORPORATION -- f7EN70N PROJECT FILE NUMBER 1629302 The Undersigned, as Secretary of State of Texas, hereby certifies that Articles of Incorporation for the above corporation, duly signed pursuant to the provisions of the Texas Education Code, Section 53.35b, have beers received in this office and are fould to Conform To law, ACCURDLhGLY, the undersigned, as such Secretary of State, and by virtue of the ;authority vested in the Secretary 13y law,hereby Issues EWS Certlticate of lucorporat on.and :attached hereto a copy of The Articles of Incorporation. Dated: h'Iay 17, 2401 lay 117enry Cuellar .S.-rrFtary of State May-25-01 10;1Sam From- 7-615 P 53/07 F-732 F11-ED In the Office 01 ARTICLES Of INCORFORAMN SeCtetary of l�ta t�of T e�c Of TEXAS STUDENT HOUSING CO"ORATION-- MAY 17 2W1 DENTON PROJECT Purstatstst to TEX.EDUC.CODE ANN Section 53.35(b)(Veraott 1996),as atrtctt l r4tia 4&(I wdersjgt�d natural perscm,of The age of ciglttccrt(I8)years ar more,$ding on behalf of WA as dirf=d by the Town of Westlake,Texas(tlte'Fawn"),us the mearporator3 at'4 naaprofit cal poratlan(the"Corpcaratian")under rhr Texas Nou-Profit Corporation Act;TEX.REV CN_STAT ANN-Arr 1346(Vcrriun 1997),as=ended (She-Texas Non-Profit Corporation Act!),do hcrcby adopt die followine.krticicz of hicatporation for such carpulmiou("Corpot=011"). ARTIME I Thy marine of the Corporation is"Texas Student Floustrig Corpora[sars--RRerl=Peo)ect" ARTICLE B The Corporation is a Amproft corporaAon crcated under the Act ARTICLE III The duration oftlte Corporation is perpetual(subject to dissolution according to law as provided in these Articles of Incorporation). ARTICLE Ill The purpose of the Corporation is to act on behalf of the T4wu as its deify constituted authority and ieistruft=aI*and,in cotuscxtion therewith,m exercise all powers and authority gran t#,u der the Act and other applicable law,to corporations created ander Section 5')35(b)under the AcE ARTICLE V The corporaucn shalt hayc no members and is a nouStmk eoToration. ARTICLE Vl Tlse street address of the miiiai registered office of the Corporation is 3 Villaga Circle,Suite 207,Westlake, Texas 76262,and the nine of the initial registered agent at that address is Snort Bradley. ARTICLE VII All pawcrs and authoriry of thr Corporation shall be vested m a board of direrrors(rite-Board'),subl4Lcz Iunrtanans imposed by law or of umase,each member of which shall.be appomU4 by resolution of the goverain" body of the Town, The nzu il)e of directors and their Laois of office shall be fixed by the bylaws of Lila Corporation comistent with the Actor Tk da=mrs skull serve without compeasatiou,cxacpt that they shall be enriticd to rcimbursrmera for the actual expenses their iticu r to ft performance of Their official duties. ARTiCLEs OF INCORPOReMON-Page T.;_%A vt_TSHCAP_s,i iimai May-25-01 10:15am Fram- T415 P.04/07 F-732 ARTICLE VM The number of directors constituting the initial $gard shall be seven. T11e respective names and addresses of the initial directors,none of.vhom is an officer or employee of the Town,are as follows; Narne of Initial Director Address I. James P.Carter 2114 Fresh Me2dow Dr, Trophy Club,Texas 76262 2. Worth Blake 294 Oak.Bill Drive Trophy Club,Texas 76262 3.. Annette Hush 203 Oak Bill Drive Trophy Club,Texas 76262 4. 3=onesl W=Ofl 214 Narrh Htucrid$c Parkway Ctdar Park,'Texas 78613 5. Dr.John 13 rooks 51"s Sides Ct. Lewisville,Texas 75057 6. pr.Patsy Sharp 416 Oak Haven Kellcr,Texas 76248 7. Mike Farhat JSao Grapevine Mills Pwky.,Suite 100 Grapevine,Texas 76051 ARTICLE IX The respective names and street addresses of the incorporators,each of who is a citizen of the StaTe ofTcxas and at least 18 year,of age,are as follows= Ir`=c of Incorporator Address 1_ Fred Held 4105 P►spen Lanc Westlake,Texas 7£262 2. Don Redding 5925 Janet Court Westlake,Texas 76262 3. I.a.rry Sparrow 4035 Aspen Lane 76262 Westlake,Texas 76262 4. Duddy Brown 1329$Thomson Drive Westlake,Texas 76262 5. Ball Frey 5024 Janet Court Westlake,Texas 76262 2 ARMI-ES OF INCDKP4RATIQN—Page TAMNI.McM.51 1112001 May-25-01 10d 5am From- T-516 P 05/07 F-732 ARTICLE X On May 14,2041 the governing body of the Town duly adopted a resolution ordering the creation of the Corporation,authorizing the Corporation w act on behalf of the Town as its duly constituted authority and instrumental4y,and approving the forth of these Articles Of IricoaporatiOD. AKTICLE Xt These .Articles of Incorporation may be amended from time to time by a mgjarity note of the entire membership of ttre Board with the approval of the govet aiag body of the Tpwn- 'Neither the Carporati n's initial bylaws nor any amendmern zheTrof shall take effect until approved by the goveming body of The Town. ARTiCI.E X11 No dividends shall be paid bythe Corporation and no partof its earnings shall be distributed to or inure to the benefit of the Corlsorar;on's directors or offeers or to any private person,firm,corporation,or association CXCCpr ill rcwonabie amouttTS for services rendered. ARTICLE XU1 The governing body of the T'owa, in its discretion and without any action by the Board, may at any lime change the structure,arganizarion,Programs,or activities of the Corporation or may dissolve The Corporation. If The Board determines that the Corporation's purposes have been substantially accomplished,and all of the Corporation's debts and claims have been satisfied,or satisfaction thereof has been provided for,the Board shall, upon approval by the governing body of the Town,dissolve the Corporation_ .any dissolution of the Corporation sha11 be subject to any limitations on the impairment ofcotrmam prescribed by the restive const4tions and other applicable law of the United States of America and the State of Texas. if the Corporation is dissolved when it has,or is entitled to,any interest in any funds or other property of any bind (real,personal,or mixed),such interest shall not be transferred to private ownership but shall be transferral and delivered to the Town(after satisfaction or provision for satisfaction of the Corporation's deter and cla'srrs has been made). ARTICLI=XIV Regardless of any other provisions of these Articles of IncorpQration or the laws of the Sraw of Texua the Corporation shall not, (1) permit any part of the net earnings of the Corporation to inure to the benefit of any private individual (except that reasonable compensation may be paid for personal services rendered to or for the Corporation affecting one or more of its purposes); (2) davote more than an insubstantial part of itS activities to artempring to influence lcgislarion by propaganda or otherwise;or (3) participate in,or intervene in(including the publi"ion or distribution of statements),any political campaign on behalf of any candidate for public office. ARTICLE XV NotwitaLu+dingarsyuthrc pruvNiousinTheseArticlesTotheconnmy,(1)theCtrrporationshallnotengagein any activity other than in connection with the fittanciri ,acquisition,ownership,and operation of a srudenr 3 ARTICLES OF INCORPORATION-Page TAMvLTSHCDP-S/I IP001 MaY-25-0 t iQ:1Sam From- 7-515 P.OB/07 F-732 housing project(die"Initial Project)known as the"Jefferson Commons"located in Denton,Texas,as long as auy debt,secured by a mortme against the Initial f%{ect,is attlst&riding and has not been defcM4 and(2)no arnendrruent shall be matte ro this Article XV withoar the unanimous consent of all directors. AR.TICU XVl Subject to the requirements of any agreement maAe by the Corporation XeMn&to any bonds issued by the Corporation or the requirements of any agreement between the Carporation and any institution of higW education that is a political subdivisipn of the State of Texas or any political unit t3tcreo�subsequent to the repayment of 41J bonds issued by the Corporation,any property secunrig such bond.*will revert,automatically, ro the Town. N WffNESS WHEREOF,we have executed these Articles oflncoiporoxion on this 141h day of kuy,2001. Fred Held,Ineow P ?aR Redding,i corporsro Larry Sparrow c rporat4r Buddy Brown, ncarporator la,�ff?A& M11 Frey,In or 4 ARTICLES Of MCORPORATION—Page TAN VS.TSHCD?F '1rMOD MaY-25-01 10;1Can From- T-515 P.07/07 F-T32 STATE OF"'TEXAS ° couNTY OF T'ARR4NT L tbv tlndemigncd,4 Notary Public of the State of Texas.,certify that on ft5 14"day of Wy,2001, pe on4y appeared before rue TRM HELD,DON UDRING,LARkY SPARROW,BUDDY BROWN,and BILL FREY wbo,being by mt first dwly sworn,severally declared that they are the persons who sighed;he foregoing documcnt as incogwrawn and chat the sratements therein contained are rmce E;N wj NI?-SS wI"MaEOf,I have hereunio set my W4 ana Seal the Me and year above wriumo Noruy Pul�hc,State of Texas - [SEAL] A s d ZIA-A t- �inger,C swy p` GMIGFR CR055WY My Commission Expires: x N=ifi�Lwx o TAE(,,F'i E s Tk.�to'' MJ CQM--'i Esp 0712-12004 S ARTICLES OF tNCORPORATlON--Page TAM.VLTSKCJ>?.5/I WWI GENERAL AND NO-LITIGATION CERTIFICATE OF ISSUER The undersigned officers of Texas Student Housing Corporation -- Denton Project (the "Issuer"), do hereby execute and deliver this certificate for the benefit of all persons interested in the Issuer's Student Housing Revenue Bonds (University of North Texas Project) Series 2001 (the "Bonds"). Except as otherwise indicated, the capitalized terms used in this certificate have the same meanings given to such terms in that certain Trust Indenture dated as of June 1, 2001, authorizing and securing the Bonds (the "Indenture"), between the Issuer and The Bank of New York,as trustee. We hereby certify that: 1. Incumbency. On June 1, 2001, and at all times since such date to the date hereof the following named persons (other than Ginger Crosswy) have duly constituted the Board of Directors (the "Board") of the Issuer, and as indicated below, certain of the named persons are duly selected, qualified and acting officers of the Issuer for the offices set forth opposite their names: Office Name President James P. Carter Vice President Worth Blake Secretary Ginger Crosswy Treasurer Annette Bush Member Dr. Patsy Sharp Member Dr.John Brooks Member Mike Farhat Member Dr. Forrest Watson 2. Incorporation and Continued Existence. The Issuer is duly incorporated and validly existing under the laws of the State of Texas. Attached hereto as Exhibit A-f is a copy of the Issuer's Articles of Incorporation, as certified by the Secretary of State of the State of Texas, which have not been amended since such certification, and attached hereto as Exhibit A-2 is a Certificate of the Secretary of State of the State of Texas certifying as to the continued existence of the Issuer. 3. Bylaws. Attached hereto as Exhibit B is a true and correct copy of the Bylaws of the Issuer, as amended to date. 4. Corporation's Good Standing. The Issuer is in good standing under the laws of the State of Texas. Attached hereto as Exhibit C is a copy of the certificate of the Comptroller of Public Accounts of the State of Texas regarding the exemption of the Issuer from payment of Texas franchise taxes. 5. Defaults. Prior to the issuance of the Bonds, the Issuer had no outstanding obligations, and accordingly,the Issuer is not in default with respect to its outstanding obligations. 6. Execution and Delivery of Documents Duly Authorized. The Issuer has duly authorized, by all necessary action, (i)the adoption of the resolution authorizing the issuance of the Bonds (the "Bond Resolution"), a true and correct copy of which is attached hereto as Exhibit D, which resolution authorized the execution and delivery and due performance of the Bonds, the Indenture and the Bond Purchase Agreement dated June — 2001, between the Issuer and Legg Mason Wood Walker, Incorporated (collectively, the "Bond Documents"), and any and all such other agreements and documents as may be required to be executed and delivered or received by the Issuer in order to carry out, give effect to and consummate the transactions contemplated by, the Bond Documents and approved in the Bond Resolution, JP1400n 1000 Dallas Vlgenrert.TSHCDP 7. Documents Substantially as Approved by Bond Resolution. The Bond Documents and any other agreements and documents to which the Issuer is a party, as authorized and approved, and as executed and delivered by the duly authorized officers of the Issuer acting in their official capacities, are in substantially the same form as the copies of such instruments which were authorized and approved by the Bond Resolution, with such changes and revisions therein as have been authorized or approved in accordance with the provisions of the Bond Resolutions, and are in full force and effect on the date hereof. 8. No Amendment or Rescission of Documents. None of the proceedings or authorizations heretofore taken or given for issuance of the Bonds, the payment or security thereof, the execution and delivery of the Bond Documents and any other agreement or document to which the Issuer is a party or any of the transactions contemplated by the Bond Documents have been amended, modified, repealed, revoked or rescinded. 9. No Conflict Relating to Terms and Performance of Documents. The execution and delivery of the Bond Documents and any other agreements to be executed by the Issuer relating to the issuance of the Bonds and the compliance by the Issuer with the provisions thereof will not conflict with or constitute on the part of the Issuer a breach of or a default under the Articles of Incorporation or Bylaws of the Issuer, any existing law, court or administrative regulation, decree or order or any agreement, indenture, mortgage, lease, or other instrument to which the Issuer is subject or by which it is bound. No event has occurred, and no condition currently exists, which constitutes or may, with the passage of time or the giving of notice, or both, constitute an Event of Default on the part of the Issuer under the Indenture. 10. Litigation. No litigation is pending or, to the best of our knowledge, after due inquiry, threatened in any court in any way affecting the existence of the Issuer or the titles of the members of its board of directors or officers to their respective positions or seeking to restrain or enjoin the issuance, sale or delivery of the Bonds or the collection of revenues or assets of the Issuer pledged or to be pledged to pay the principal of, premium, if any, and interest on the Bonds, or the pledge thereof, or in any way affecting or contesting any authority for or the validity or enforceability of the Bond Resolution or the Bond Documents or the existence or powers or authority of the Issuer with respect to the Bonds. I I� Execution of Bonds. We officially executed and signed the Bonds, including the initial Bond delivered to the purchaser of the Bonds (the "Initial Bond"), by manual signature or by causing facsimiles of our manual signatures to be imprinted, xcrographed or lithographed on each of the Bonds, and we hereby adopt said facsimile signatures as our own, respectively, and declare that said facsimile signatures constitute our signatures the same as if we had manually signed each of the Bonds. At the time we so executed and signed the Bonds, we were, and at the time of executing this certificate we are, the duly chosen, qualified, and acting officers indicated therein and authorized to execute the same. 12. Official Seal. We have caused the official seat of the Issuer to be impressed, printed, or lithographed on each of the Bonds, an impression of which is also made hereon; and said seal has been duly adopted as, and is hereby declared to be,the official seal of the Issuer. 13. Attorney General. The Attorney General of Texas is hereby authorized and directed to date this certificate concurrently with the date of approval of the Bonds and can rely on the absence of any litigation or contest pertaining to the Bonds or any other matters covered by this certificate, and on the veracity and currency of this certificate at the time of approval of the Bonds, unless otherwise notified. TSHCDP.General Certificate TAM.vl.srl 1/2001 EXECUTED AND DELNERED this �• > 2001. TEXAS STU ENT HOUSING CORPORATION - D R©JECT ~ amen P. Cart President / [SEAL] By: Gini&Crosswy Secretary Exhibits: A-1 - Articles of Incorporation A-2 - Certificate of Existence B -- Bylaws C - Comptroller's Certificate Regarding Exemption from Payment of Franchise Taxes D - Resolution Authorizing the Bonds Signature Page for General and No-Litigation Certificate of Issuer STATE OF TEXAS § COUNTY OF DENTON § Before me, the undersigned authority, on this day personally appeared James P. Carter and Ginger Crosswy, President and Secretary, respectively of the Texas Student Housing Corporation -- Denton Project, each known to me to be such person who signed the above and each acknowledged to me that such person executed the above and foregoing Certificate for the purposes stated therein in my presence. Given under my hand and seal of office this 5� ^ 92001. ZZ "ary Pu i , St of Tex s r�'TE 6 :' l ly Corn sion Expires:, �t+falil 144 111tiV����`*�� R1400M 000 Dallas V I gencert.TSHMP