13. If at any time there shall be insufficient funds on
hand in the Escrow Account for the payment of the interest on, or
the redemption price of, the Series D (Second Series) Bonds, the
Series E Bonds or the Series G Bonds being called for redemption,
the Trustee Escrow Agent shall promptly notify the Board of such
deficiency, and the Board shall immediately supply such deficiency
from furnds of the Board to the extent of funds available therefor
from the Revenues (as defined in the Resolution).

          14. The Trustee Escrow Agent shall, on or before the 1st
day of April and October of each year, deliver to the Board an
investment statement with respect to the Escrow Account and shall,
on or before August 1 of each year, deliver to the Board a trans-
action statement for the Escrow Account for the fiscal year ending
the preceding July 1.

          15.  The   Trustee  Escrow  Agent  shall  be entitled    to
payment and/or reimbursement for reasonable fees for its services
rendered hereunder and all advances, counsel fees and other
expenses reasonably and necessarily made or incurred by the Trustee
Escrow Agent   in connection with such services.      Trustee Escrow
Agent shall under no circumstances assert a lien against any funds
in the Escrow Fund for any of its fees or expenses.

          IN TESTIMONY WHEREOF, witness the signatures of the
parties hereto as of the date first above written, the parties
executing same each certifying that he had the authority to execute
same on behalf of the party for whom he executes this Agreement.
This Agreement may be simultaneously executed in several counter-
parts, all of which constitute one and the same instrument and each
of which shall be, and shall be deemed to be, an original.

                               BOARD OF TRUSTEES OF
                               UNIVERSITY OF KENTUCKY


                               By  (r/f C
                                         / Signature and Title

                               NATIONAL CITY BANK, LEXINGTON,
                               Lexington, Kentucky,
                               Trustee Escrow Agent


                               By



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