ARTICLE V
                   MISCELLANEOUS CONCLUDING PROVISIONS


       Section 5.1. All Provisions of Basic Resolution and Various Series Resolutions Are
Hereby Readopted, Ratified and Confirmed. The Board hereby readopts, ratifies and confirms
all previous Resolutions relating to the Project, including the Basic Resolution adopted on
September 20, 1960, and each of the various Series Resolutions relating to the Outstanding
Bonds.

       Section 5.2. Ratification of Previous Appointment of Trustee to Serve as Registrar.
Transfer Agent and Payee Bank. Bank One, Kentucky, NA, Lexington, Kentucky, successor to
First Security National Bank & Trust Company, the Trustee in all previous Series Resolutions,
which was designated in all Series Resolutions beginning with the Series J Resolution, to serve
also as Bond Registrar, Transfer Agent and Payee Bank with respect to the Bonds authorized by
such Resolutions, is also designated to serve in all capacities referred to above with respect to the
Series N (Second Series) Bonds.

       Its duties as Registrar, Transfer Agent and Payee Bank with respect to the Series N
(Second Series) Bonds shall be the same as its duties in such capacities with respect to the
applicable Outstanding Bonds.

       The Trustee Bank shall indicate its acceptance of its respective duties and capacities by
signing its Acceptance at the conclusion of this Resolution.

       Section 5.3. Replacement by Board of Registrar, Transfer Agent, Payee Bank and
Depository Bank. The Board shall have the right at any time to replace the Registrar, Transfer
Agent, Payee Bank, and/or Depository Bank by observing the same procedure as that required by
the Basic Resolution and/or the respective Series Resolutions for replacement of the Trustee.

       Section 5.4. Compliance With SEC Rule 15c2-12. The Board of Trustees hereby agrees,
to comply with the provisions of Rule 15c2-12, as amended and interpreted from time to time
(the "Rule"), promulgated by the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934. In order to comply with the Rule, the
Continuing Disclosure Agreement is hereby authorized and approved, substantially in the form
presented or described to the Board, with such modifications and additions as may be approved
by the officer of the University executing the same. The Chairman and the Secretary of the
Board and the Treasurer and the Controller of the University are each separately authorized to
execute and deliver the Continuing Disclosure Agreement.

       Section 5.5. Resolution Contractual With Bondowners. The Basic Resolution and this
Series N (Second Series) Resolution shall, from and after the issuance and delivery of the Series
N (Second Series) Bonds, constitute a contract between the Board of the University and the
owners of the Series N (Second Series) Bonds as shall be outstanding hereunder.

       Section 5.6. Provisions in Conflict are Repealed. All resolutions or parts thereof in
conflict with the provisions of this Series N (Second Series) Resolution are hereby rescinded to
the extent of such conflict.



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