the rights of the holders and owners of the Bonds; and by the
acceptance of this Series E (Second Series) Bond, the owner hereof
assents to all of the provisions of the Resolution. Under authori-
ty of the statutes pursuant to which this Series E (Second Series)
Bond is issued, this Series E (Second Series) Bond shall have all
the qualities and incidents of a negotiable instrument, and subject
to the provisions for registration contained in the Series E
(Second Series) Resolution, nothing contained in this Series E
(Second Series) Bond or in the Resolution or in the Series E
(Second Series) Resolution shall affect or impair the negotiability
of this Series E (Second Series) Bond.

          The owner of this Series E (Second Series) Bond shall
have no right to enforce the provisions of the Resolution or in the
Series E (Second Series) Resolution, or to institute action to
enforce the covenants therein, to take any action with respect to
any default under the Resolution, or in the Series E (Second
Series) Resolution, or to institute, appear in or defend any suit
or other proceedings with respect thereto, except as provided in
the Resolution.

          The Resolution provides for fixing, charging and collect-
ing fees for the services of the Consolidated Educational Buildings
Project (the "Project") consisting of all educational buildings
heretofore and hereafter erected on the property of the University
as more particularly defined in the Resolution, which fees will be
sufficient to pay the principal of and interest on the Bonds as the
same become due and to provide reserves for such purposes and also
to pay the costs of operation and maintenance of the Project to the
extent  the  same  are  not  otherwise  provided.   The  Resolution
provides for the creation of a special account designated
"Consolidated Educational Buildings Project Bond and Interest
Sinking Fund" (the "Bond Fund"), and for the deposit to the credit
of said Bond Fund of a fixed amount of the gross Revenues of said
Project to pay interest on the Bonds as the same becomes due and to
pay or retire the principal of the Bonds at or prior to the
maturity thereof, and to provide a reserve for such purpose, which
Bond Fund is pledged to and charged with the payment of said
principal and interest.

          The issue of Series E (Second Series) Bonds of which this
Series E (Second Series) Bond is one, and all other Bonds hereto-
fore issued and as may hereafter be issued and outstanding from
time to time under the Resolution, are payable only from a fixed
amount of the gross Revenues derived from the operation of the
Project which will be set aside in said Bond Fund and other
Revenues required to be paid into said Bond Fund, and this Series E
(Second Series) Bond does not constitute an indebtedness of
University of Kentucky or of its Board of Trustees or of the
Commonwealth of Kentucky within the meaning of any provisions or
limitations of the Constitution of the Commonwealth of Kentucky.

          The Series E (Second Series) Bonds maturing on and after
May 1, __, shall be subject to redemption by the Board prior to



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