restrictions set forth in Section 7.10 of the Resolution, and to
secure for the benefit of all the holders and owners of said Bonds
the faithful performance of the covenants and provisions contained
in the Resolution in the manner and to the extent as permitted and
provided in the Resolution and in Sections 162.340 to 162.380 of
the Kentucky Revised Statutes, First Security National Bank & Trust
Company, now Bank One, Lexington, NA, in the City of Lexington,
Kentucky, was designated in the Series A Resolution as Trustee
under the Resolution for the holders of all of said Bonds, and such
designation is now reaffirmed, with the powers and duties set forth
in the Resolution and with no liability in connection with any
action or omission to act under the Resolution except for its own
negligence or willful breach of trust.   Execution of the authenti-
cation certificate of the Trustee on each of the respective Series
M (Second Series) Bonds shall conclusively establish the acceptance
as to such Series M (Second Series) Bonds by the Trustee of the
trusts and provisions with respect thereto as set forth in the
Resolution and in this Series Resolution.

          Section 3.02. Sale of Series M (Second Series) Bonds;
Determination of Interest Rates and Maturities.       The Series M
(Second Series) Bonds shall be sold at public sale after public
advertising as required by KRS Chapter 424, and the Financial
Advisors are authorized to disseminate copies of the preliminary
Official Statement, the final Official Statement, the Notice of
Bond Sale, Official Terms and Conditions of Sale of Bonds and Bid
Form,  as approved by the Controller-Treasurer.      Bids shall be
received in the office of the Controller-Treasurer of the
University until a day and hour designated by the Controller-
Treasurer, but not less than seven (7), nor more than twenty-one
(21) days prior to the designated sale date, which shall be
determined by the President of the University upon the advice of
the Financial Advisors to the Board.    The Board, or the Executive
Committee of the Board, or some other special committee of the
Board thereunto duly authorized shall, by Resolution, accept the
lowest and best bid for the Series M (Second Series) Bonds, and the
principal maturities and interest rates of said Series M (Second
Series) Bonds shall be automatically fixed at the principal
maturities and interest rates set out in said successful bid
accepted in said Resolution, without the necessity of any further
action by the Board. The proceeds of the sale of said Series M
(Second Series) Bonds shall be used only for the purposes herein
described.

           In the event that it is determined to be in the best
interest of the University, and upon the advice of the Financial
Advisors to the Board, the Board may combine the Series M (Second
Series) Bonds with other Series of the Consolidated Educational
Buildings Refunding Revenue Bonds which are being approved by the
Board at the same meeting at which this Series M (Second Series)
Resolution is adopted, and such Bonds may be sold and issued as one
Series of Bonds.

           Section 3.03. Delivery of Series M (Second Series)
Bonds; Application of Proceeds.     Immediately upon the issuance,



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