Trustee as Escrow Agent in connection with the investment of the
proceeds of the Series M (Second Series) Bonds.

          Section 3.07.  Compliance with Provisions of Resolution
as to Parity Coverage.   It is hereby certified that prior to the
issuance of the Series M (Second Series) Bonds, a Statement will be
filed by the Treasurer of the Board with the Trustee evidencing
compliance with the conditions and restrictions set forth in
Section 7.10 of the Resolution permitting the issuance of refunding
bonds ranking on a basis of parity and equality with the Series C
through N Bonds as to security and source of payment, and in all
other respects, as set out in the preamble hereto.

          Section 3.08. All Provisions of the Resolution as to
Revenues and Bond F-nd Reaffirmed.    All of the provisions of the
Resolution as to the Revenues of the Consolidated Buildings Pro-
ject, the application of same, the creation of various funds and
the maintenance of the Reserve Fund, are hereby readopted, ratified
and confirmed.

          Section 3.09. Compliance with Federal Arbitrage Regula-
tions. Prior to or at the time of delivery of the Series M (Second
Series) Bonds, the Chairman of the Board and/or the chief financial
officer of the University shall execute the appropriate certifica-
tions with reference to the matters referred to herein, setting out
all known and contemplated facts concerning Series M (Second
Series) Bond proceeds and investments, including the execution of
necessary and/or desirable certifications of the type contemplated
by applicable Treasury Regulations in order to assure that interest
on the Bonds will be exempt from all federal income taxes and that
the Series M (Second Series) Bonds will not be treated as arbitrage
bonds.

          Section 3.10. Compliance With All Provisions of Law.
Prior to the issuance of the Series M (Second Series) Bonds, all
provisions of law shall be complied with, which must be complied
with prior to or at that time.

          Section 3.11. Covenant of Board To Take All Action
Necessary to Assure Compliance With the Internal Revenue Code of
1986.  In order to assure purchasers of the Series M         (Second
Series) Bonds that interest thereon will continue to be exempt from
all federal and Kentucky income taxation (subject to certain
exceptions set out below), the Board covenants to and with the
owners of the Series M (Second Series) Bonds that (1) the Board
will take all actions necessary to comply with the provisions of
the Internal Revenue Code of 1986, as applicable (the "Code"), (2)
the Board will take no actions which will violate any of the
provisions of the Code, or would cause the Series M (Second Series)
Bonds to become "private activity bonds" or "arbitrage bonds"
within the meaning of the Code, (3) none of the proceeds of the
Series M (Second Series) Bonds will be used for any purpose which
would cause the interest on the Series M (Second Series) Bonds to
become subject to federal income taxation, and the Board will



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