respect thereto, shall constitute cause for a
              failure or refusal by the purchasers thereof to
              accept delivery of and payment for the Series N
              Bonds in accordance with the terms of the purchase
              agreement.

         0.   The successful bidder shall promptly advise the
               Financial Advisor to the Board of Trustees of (i)
               the reoffering price for each maturity of the Series
               N Bonds, and (ii) the principal amount sold to the
               public of each principal maturity of the Series N
               Bonds on the reoffering date.

          P.   If the successful bidder desires to obtain insurance
               guaranteeing the payment of the principal and/or
               interest on the Series N Bonds, the University
               agrees that it will cooperate with the successful
               bidder in obtaining such insurance, but all of the
               expenses and charges in connection therewith shall
               be borne by such bidder (with the exception of the
               costs of ratings by Standard & Poor's Corporation
               and Moody's Investors Service), and the University
               shall not be liable to any extent therefor.

          The Board of Trustees shall provide to the successful
purchaser a final Official Statement in accordance with SEC Rule
15c2-12.  Arrangements have been made with the printer of the
preliminary official statement, upon submission of completion text,
to print a reasonable quantity of final Official Statements in
sufficient time to meet the delivery requirements of the successful
bidder under SEC or Municipal Securities Rulemaking Board Delivery
Requirements, which Official Statements will be provided at the
expense of the Board.

          J.J.B. Hilliard, W.L. Lyons, Inc., Louisville, Kentucky,
has been employed as Financial Advisor to the Board of Trustees and
the University in connection with the issuance of the Series N
Bonds.  The Financial Advisor's fee for services rendered with
respect to the sale of the Series N Bonds is contingent upon the
issuance and delivery of the Series N Bonds. The Financial Advisor
may submit a bid for the purchase of the Series N Bonds at the time
of the advertised public sale of the Series N Bonds, either inde-
pendently or as a member of a syndicate organized to submit a bid
for the purchase of the Series N Bonds.

          Concurrently with the delivery of the Series N Bonds, the
Treasurer of the Board of Trustees will certify that, to the best
of his knowledge, the official statement did not, as of its date,
and does not, as of the date of delivery of the Series N Bonds,
contain any untrue statement of a material fact or omit to state a
material fact which should be included therein for the purpose for
which the official statement is to be used, or which is necessary
in order to make the statements contained therein, in the light of



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