"Record Date" shall mean the 15th day of the month preceding each Bond Payment Date.

"Securities Depository Nominee" shall mean, as to any Depository, such Depository or the nominee of such Depository in whose name there shall be registered on the registration books maintained by the Registrar the Series 1997 Bonds to be delivered to and immobilized at such Depository during the continuation with such Depository of participation in its bookentry system. The initial Securities Depository Nominee shall be Cede & Co.

"Series 1996 Resolution" shall mean the resolution adopted by the Board of Trustees on June 21, 1996, amending the Bond Resolution.

"Series 1997 Bonds" shall mean the Bonds of the University designated as "University of South Carolina Revenue Bonds, Series 1997," authorized and issued pursuant to the Bond Resolution and this Series 1997 Resolution.

"Series 1997 Construction Fund" shall mean the Series 1997 Construction Fund established pursuant to Section 5.01 hereof.

"Series 1997 Debt Service Fund" shall mean the fund created pursuant to Section 6.02 hereof.

"Series 1997 Debt Service Reserve Fund" shall mean the Debt Service Reserve Fund for the Series 1997 Bonds created under Section 6.03 hereof.

"Series 1997 Reserve Requirement" shall mean the least of (a) the greatest remaining Annual Principal and Interest Requirement for the thencurrent and each future Fiscal Year with respect to the Series 1997 Bonds or (b) 10% of the proceeds from the sale of the Series 1997 Bonds at the time of issuance of the Series 1997 Bonds or (c) one hundred twentyfive percent (125%) of the average Annual Principal and Interest Requirements for the thencurrent and each future Fiscal Year with respect to the Series 1997 Bonds Outstanding or (d) the maximum amount permitted by the Code to be funded with sales proceeds of an issue and to be invested without restriction, other than the obligation, if any, to pay arbitrage rebate to the United States Government. Provided, however, that if for any Fiscal Year the sum of the Reserve Requirements as established by the respective Series Resolutions for all Series of Bonds Outstanding that have Reserve Requirements exceeds the maximum Combined Annual Principal and Interest Requirement for such Series of Bonds then Outstanding (and excluding any Series of Bonds that does not have a Reserve Requirement), then the Series 1997 Reserve Requirement may, at the option of the University, be reduced to the Series 1997 Bonds' proportionate amount of the maximum Combined Annual Principal and Interest Requirement for all such Series of Bonds then Outstanding. For purposes of this definition, a Series 1997 Bonds' "proportionate amount" shall be a fraction (i) the numerator of which is the Annual Principal and Interest Requirement for the Series 1997 Bonds in such Fiscal Year and (ii) the denominator of which is the Combined Annual Principal and Interest Requirement on all such Series of Bonds in such Fiscal Year.

"Series 1997 Resolution" shall mean this Series 1997 Resolution and any supplements or amendments thereto.

"Sinking Fund Date" has the meaning given that term in Section 3.06 hereof.

Section 2.02. Authority for this Series 1997 Resolution.

This Series 1997 Resolution is adopted pursuant to the provisions of the Enabling Act and the Bond Resolution.

ARTICLE III

AUTHORIZATION AND TERMS OF SERIES 1997 BONDS

Section 3.01. Principal Amount and Designation of Series.

Pursuant to the provisions of the Bond Resolution, a Series of Bonds of the University entitled to the benefits, protection, and security of the provisions thereof is hereby authorized in the aggregate principal amount not exceeding $4,500,000. The Series 1997 Bonds shall be designated "University of South Carolina Revenue Bonds, Series 1997."

Section 3.02. Purposes.

The Series 1997 Bonds are authorized for the purposes of:

(A) defraying a portion of the costs of acquiring, renovating, and equipping the Project, including capitalized interest on the Series 1997 Bonds;

(B) paying certain costs and expenses related to the issuance of the Series 1997 Bonds;

(C) providing for the Series 1997 Reserve Requirement, if any; and

(D) providing for credit enhancement with respect to the Series 1997 Bonds, if any.

Section 3.03. Direction to Chief Financial Officer and State Treasurer.

The Chief Financial Officer and the State Treasurer are hereby authorized to effect the issuance of the Series 1997 Bonds upon the terms and conditions set forth herein in an amount necessary to meet the purposes set forth in Section 3.02 hereof, not in excess of $4,500,000.

Section 3.04. Maturity Schedule: Interest Payment Dates.

The Series 1997 Bonds shall mature in the principal amounts and on the dates and the years as shall be determined by the Chief Financial Officer and the State Treasurer; provided that the final maturity of the Series 1997 Bonds shall occur no later than June 1, 2017. The Series 1997 Bonds shall bear interest at rates determined in the manner prescribed by Section 3.08 and Article VII hereof on the basis of a 360day year of twelve 30day months. The Series 1997 Bonds shall be dated either (i) as of the first day of the month in which the same are offered for sale or (ii) the date of original delivery thereof, as determined by the Chief Financial Officer (the "Dated Date"). Interest on the Series 1997 Bonds shall be payable on such days as shall be determined by the Chief Financial Officer.

Section 3.05. Optional Redemption.

(A) The Chief Financial Officer, in his discretion, shall determine whether the Series 1997 Bonds shall be subject to redemption prior to maturity at the option of the University, including applicable redemption dates and prices.

(B) In the event that the University shall from time to time, in accordance with the provisions of Section 3.05 (A) hereof, elect to redeem Series 1997 Bonds, it shall give notice to the Registrar and Paying Agent of each optional redemption. Such notice shall specify the date fixed for redemption and the amount and maturities of the Series 1997 Bonds which are to be redeemed.

Section 3.06. Mandatory Sinking Fund Redemption.

(A) Certain of the Series 1997 Bonds, as determined by the successful bidder therefor in accordance with conditions established prior to the sale of the Series 1997 Bonds by the Chief Financial Officer and the State Treasurer, or as determined in accordance with conditions established by them prior to such sale, may be subject to mandatory redemption on such dates (hereinafter, the "Sinking Fund Dates") and under the terms and conditions determined by the Chief Financial Officer and the State Treasurer, through the operation of sinking fund provisions, at the principal amount thereof, plus interest thereon to the redemption date.

(B) If a portion of the Series 1997 Bonds is subject to mandatory sinking fund redemption as provided in Paragraph (A) above, there shall be deposited with the Paying Agent on or before each Sinking Fund Date an amount sufficient to redeem or to pay (after credit as provided below) those principal amounts of Series 1997 Bonds so designated for mandatory redemption on the applicable Sinking Fund Date.

(C) The University, at its option, to be exercised prior to the fortyfifth (45th) day immediately preceding any Sinking Fund Date, may:

(1) cause to be paid to the Paying Agent as a prepayment of sums then to become due, such amount of funds as the University may determine, with written instructions to the Paying Agent, signed in the name of the University, to be applied prior to said fortyfifth (45th) day to the purchase of Series 1997 Bonds which are subject to mandatory redemption, or

(2) deliver any principal amount of Series 1997 Bonds which are subject to mandatory redemption to the Registrar for cancellation, and shall receive a credit in respect of its next ensuing sinking fund payment for any such Series 1997 Bond; which prior to said Sinking Fund Date have been purchased or redeemed (otherwise than through the operation of the sinking fund) and cancelled by the Registrar and not theretofore applied as a credit against any sinking fund payment.

(D) Upon receipt of the funds and instructions specified in paragraph (C)(1) above, the Paying Agent shall use all reasonable efforts to expend such funds in the purchase of such Series 1997 Bonds, at a price not exceeding the principal amount thereof plus interest accrued to such Sinking Fund Date. Any such funds not so expended by the Paying Agent shall be applied to the payment of the Series 1997 Bonds maturing on such Sinking Fund Date or thereafter. The Series 1997 Bonds so purchased or presented for cancellation as provided above shall be cancelled by the Registrar as provided in Section 4.14 of the Bond Resolution and shall be credited, at their principal amount, until the full amount thereof has been so credited against the next ensuing and future sinking fund payments in chronological order to the extent otherwise payable by the University.

Section 3.07. Partial Redemption.

If less than all of the Series 1997 Bonds are to be redeemed pursuant to any section of this Series 1997 Resolution, the particular Series 1997 Bonds or portions of Series 1997 Bonds to be redeemed shall be selected not less than fortyfive (45) days prior to the date fixed for redemption in the manner determined prior to the sale of the Bonds by the Chief Financial Officer.

Section 3.08. Conditions Relating to Naming Interest Rates.

(A) The Series 1997 Bonds shall bear such rate or rates of interest as shall at the sale of such Series 1997 Bonds referred to in Section 7.01 hereof reflect the lowest interest cost to the University calculated in the manner hereinafter prescribed; provided, however, that:

(1) all Series 1997 Bonds of the same maturity shall bear the same rate of interest;

(2) each interest rate named shall be a multiple of 1/20th or 1/8th of one percentage point;

(3) no interest rate named shall be more than two (2) percentage points higher than the lowest interest rate named; and

(4) all other restrictions as may be imposed by the State Treasurer and the Chief Financial Officer prior to the sale of the Bonds shall apply.

(B) The method of determining the lowest interest cost (whether true or net) on the Series 1997 Bonds will be established by the State Treasurer and the Chief Financial Officer prior to the sale thereof.

Section 3.09. Series 1997 Reserve Requirement.

If so determined by the Chief Financial Officer in his discretion prior to the sale of the Series 1997 Bonds, the Series 1997 Reserve Requirement shall be in effect with respect to the Series 1997 Bonds. In such event, the Series 1997 Debt Service Reserve Fund shall be established by the Trustee; and the Series 1997 Reserve Requirement therefor shall be satisfied by the deposit therein of available funds of the University that are not proceeds of the Series 1997 Bonds, by the deposit therein of proceeds of the Series 1997 Bonds to the extent available, or by the deposit therein of a reserve fund substitute as permitted by Section 7.05(D) of the Bond Resolution and by Section 6.03 hereof, such reserve fund substitute having been purchased with available funds of the University that are not proceeds of the Series 1997 Bonds or with proceeds of the Series 1997 Bonds to the extent available.

Section 3.10. Authentication; Payment of Interest.

(A) Each of the Series 1997 Bonds shall be authenticated on such date as it shall be delivered and shall bear interest from the Dated Date, if no interest has yet been paid; otherwise from the last Bond Payment Date to which interest has been paid and which Bond Payment Date is on or prior to the authentication date thereof.

(B) The interest on all Series 1997 Bonds shall be paid by check or draft mailed from the office of the Paying Agent to the person in whose name the Series 1997 Bond is registered at the close of business on the applicable Record Date. Any Holder of $1,000,000 or more in principal amount of Series 1997 Bonds shall be entitled by written request to the Paying Agent (which notice shall be valid for all future payments until rescinded) to direct that any payments of interest on such Series 1997 Bonds be transmitted to such Holder by wire transfer. Such request shall provide the Paying Agent with specific direction as to the manner of making such payment.

Section 3.11. Denomination; Numbering.

The Series 1997 Bonds shall be issued in the denomination of $5,000 or any integral multiple thereof. Each Series 1997 Bond shall be numbered by the Registrar in such a fashion as to reflect the fact that it is one of the Series 1997 Bonds, and to identify the Holder thereof on the books kept by the Registrar.

Section 3.12. Maintenance of Paying Agent and Registrar.

As long as any Series 1997 Bonds remain Outstanding, the University shall maintain a Paying Agent and a Registrar therefor, and any successor or substitute Paying Agent and Registrar shall be selected in accordance with Article XV of the Bond Resolution. The Bonds shall be presented for payment, and notices and demands to or upon the Trustee, and the University in respect of the Series 1997 Bonds may be served, at the Corporate Trust Office of the Paying Agent. The Series 1997 Bonds shall be presented for registration of transfers and exchanges in accordance with the provisions of the Bond Resolution at the Corporate Trust Office of the Registrar.

Section 3.13. Form of Bonds.

The Series 1997 Bonds shall be substantially in the form attached hereto as Exhibit A, with such changes, modifications, or amendments from the form attached hereto as Exhibit A as the person executing the Series 1997 Bonds in accordance with the Bond Resolution shall approve, his execution and delivery of such Series 1997 Bonds being conclusive evidence of his approval to such changes, modifications, and amendments.

Section 3.14. BookEntry System.

Unless otherwise determined by the Chief Financial Officer and the State Treasurer prior to the publication of the Notice of Official Sale, the Series 1997 Bonds will be eligible securities for the purposes of the BookEntry System of transfer maintained by The Depository Trust Company, New York, New York (the "Depository"), and transfers of beneficial ownership of the Series 1997 Bonds shall be made only through the Depository and its Participants in accordance with rules specified by the Depository. Such beneficial ownership must be of a $5,000 principal amount of the Series 1997 Bonds of the same maturity or any integral multiple of $5,000, with each increment of $5,000 being separately of a single maturity.

The Series 1997 Bonds shall be issued in fully registered form, one certificate for each of the maturities of the Series 1997 Bonds, in the name of Cede & Co., as Securities Depository Nominee. When any principal of, premium, if any, or interest on the Series 1997 Bonds becomes due, the Trustee shall cause the Paying Agent to transmit to the Depository an amount equal to such installment of principal, premium, if any, and interest. Such payments will be made to the Securities Depository Nominee as long as it is owner of record on the applicable Record Date. The Securities Depository Nominee shall be considered to be the owner of the Series 1997 Bonds so registered for all purposes of this Series 1997 Resolution, including, without limitation, payments as aforesaid and receipt of notices and exercise of rights of Series 1997 Bond owners.

The Trustee shall notify the Depository of any notice of redemption required to be given pursuant to this Series 1997 Resolution not less than thirty (30) nor more than sixty (60) days prior to the date fixed for redemption.

The Depository is expected to maintain records of the positions of Participants in the Series 1997 Bonds, and the Participants and persons acting through Participants are expected to maintain records of the beneficial owners in the Series 1997 Bonds. The University makes no assurances that the Depository and its Participants will act in accordance with such rules or expectations on a timely basis, and the University shall have no responsibility for any such maintenance of records of transfer or payments by the Depository to its Participants, or by the Participants or persons acting through Participants to the beneficial owners.

If (a) the Depository determines not to continue to act as Depository for the Series 1997 Bonds, or (b) the University has advised the Depository of the University's determination that the Depository is incapable of discharging its duties, the University shall attempt to retain another qualified securities depository to replace the Depository. Upon receipt by the University of the Series 1997 Bonds together with an assignment duly executed by the Depository, the University shall execute and deliver to the successor depository, Series 1997 Bonds of the same principal amount, interest rate and maturity.

If the University is unable to retain a qualified successor to the Depository or the University has determined that it is in the best interest of the University not to continue the BookEntry System of transfer or that the interest of the beneficial owners of the Series 1997 Bonds might be adversely affected if the BookEntry System of transfer is continued (the University undertakes no obligation to make any investigation to determine the occurrence of any events that would permit it to make any such determination), and has made provision to so notify beneficial owners of the Series 1997 Bonds by mailing an appropriate notice to the Depository, upon receipt by the University of the Series 1997 Bonds together with an assignment duly executed by the Depository, the University shall execute, and cause to be authenticated and delivered pursuant to the instructions of the Depository, Series 1997 Bonds in fully registered form, in substantially the form set forth in this Series 1997 Resolution, and in denominations of $5,000 or any integral multiple thereof.

Section 3.15. Designation of Source or Sources of Revenues for Repayment of Bonds.

The Board of Trustees of the University hereby designates Net Revenues and Additional Funds as the sources of revenues designated for the repayment of the Series 1997 Bonds in accordance with Section 59147110 of the Enabling Act.

ARTICLE IV

EXECUTION; NO RECOURSE

Section 4.01. Execution.

The Series 1997 Bonds shall be executed and authenticated in accordance with the applicable provisions of the Bond Resolution.

Section 4.02. No Recourse.

All covenants, stipulations, promises, agreements, and obligations of the University contained in the Bond Resolution or in this Series 1997 Resolution shall be deemed to be the covenants, stipulations, promises, agreements, and obligations of the University and not those of any officer or employee of the University in his individual capacity, and no recourse shall be had for the payment of the principal or redemption price of or interest on the Series 1997 Bonds or for any claim based thereon or on the Bond Resolution or in this Series 1997 Resolution, either jointly or severally, against any officer or employee of the University or any person executing the Series 1997 Bonds.

ARTICLE V

1997 CONSTRUCTION FUND

Section 5.01. Establishment of Series 1997 Construction Fund; Investments.

(A) There is hereby established a Series 1997 Construction Fund which shall be maintained by the Trustee for the benefit of the University. The net proceeds of the Series 1997 Bonds, including proceeds to be used to pay costs of issuance of the Series 1997 Bonds, but excluding those amounts set forth in Subsections 6.01(A)(1) and (A)(2) hereof, shall be deposited in the Series 1997 Construction Fund. All earnings on moneys in the Series 1997 Construction Fund shall accrue to the benefit of the Series 1997 Construction Fund. The Trustee may provide from time to time for the investment of moneys in the Series 1997 Construction Fund in Authorized Investments having suitable maturities consonant with the need for application of the moneys in the Series 1997 Construction Fund; provided, however, that as long as the State Treasurer shall serve as Trustee, the State Treasurer shall have the discretion, with due regard for the rebate compliance provisions set forth in Section 8.05 hereof, to invest moneys in the Series 1997 Construction Fund in Authorized Investments having suitable maturities consonant with the need for the application of such moneys.

(B) Upon completion of acquisition, renovation, and equipping of the Project, and the expenditure of all sums necessary therefor, any moneys remaining in the Series 1997 Construction Fund at such time shall, at the discretion of the Chief Financial Officer, be used to acquire, construct, renovate, repair, equip, or improve additional Facilities as may be approved by the Board of Trustees, or be used to fund any amounts required to be paid into the Rebate Fund described in Section 8.05 hereof, or be used to pay interest or principal under the Series 1997 Bonds.

ARTICLE VI

DISPOSITION OF PROCEEDS

Section 6.01. Disposition of Proceeds of Series 1997 Bonds.

(A) Upon the delivery of the Series 1997 Bonds, the net proceeds received by the Trustee for the benefit of the University shall be applied as follows:

(1) any premium shall be deposited in the 1997 Debt Service Fund and applied to the payment of the first installment of principal to become due on the Series 1997 Bonds;

(2) in the event such sums are required and borrowed (as provided in Section 3.09 hereof), so much as shall be required to fully fund the Series 1997 Debt Service Reserve Fund shall be deposited therein; and

(3) the remaining net proceeds of the sale of the Series 1997 Bonds, including sums to be used to pay costs of issuance of the Series 1997 Bonds as shall be deemed necessary by the Chief Financial Officer, shall be deposited in the Series 1997 Construction Fund to be applied to the payment of costs of issuance of the Series 1997 Bonds and costs of acquisition, renovation, and equipping of the Project, including the payment of capitalized interest on the Series 1997 Bonds.

(B) Neither the purchaser of the Series 1997 Bonds nor any Holder of the Series 1997 Bonds shall be liable for the proper application of the proceeds of the Series 1997 Bonds.

Section 6.02. Establishment and Funding of 1997 Debt Service Fund.

The Board of Trustees hereby establish, pursuant to Section 7.04 of the Bond Resolution, the 1997 Debt Service Fund for the purposes set forth in said Section 7.04.

Section 6.03. Establishment and Funding of 1997 Debt Service Reserve Fund.

If determined necessary by the Chief Financial Officer as set forth in Section 3.09 hereof, the Board of Trustees shall establish prior to the sale of the Series 1997 Bonds, pursuant to Section 7.05 of the Bond Resolution, a Debt Service Reserve Fund, to be funded in the amount of the 1997 Reserve Requirement. The following provisions of this Section 6.03 shall govern in the event any mechanism contemplated by Section 7.05(D) of the Bond Resolution is used to fund the Series 1997 Debt Service Reserve Fund, either in whole or in part. In the event the Series 1997 Debt Service Reserve Fund is funded with both moneys and a surety bond, insurance policy, or letter of credit, any withdrawals from such Series 1997 Debt Service Reserve Fund pursuant to the provisions of this Series 1997 Resolution shall be made first from such moneys (or the liquidation of investments made therewith) and second from such surety bond, insurance policy, or letter of credit. The surety bond, insurance policy, or letter of credit shall be payable (upon the giving of notice as required thereunder) on any Bond Payment Date on which moneys will be required to be withdrawn from such Series 1997 Debt Service Reserve Fund and applied to the payment of the principal of or interest on the Series 1997 Bonds and such payments cannot be made by amounts credited to the Series 1997 Debt Service Fund. The insurer providing such surety bond or insurance policy shall be an insurer whose insurance policies or guaranties insuring the payment of the principal of and interest on municipal bond issues results in such issues being rated in the highest rating category by S & P or Moody's or Fitch or their respective successors. The letter of credit issuer shall be a bank or trust company, acceptable to the Bond Insurer, if any, and which is rated not lower than the second highest rating category by S & P or Moody's or Fitch or their successors, and the letter of credit itself shall be rated in the highest category of either such rating agency. The insurance policy or surety bond must extend for the life of the Series 1997 Bonds and must be unconditional and irrevocable. If a disbursement is made pursuant to a surety bond, an insurance policy, or a letter of credit provided pursuant to this paragraph, the University shall be obligated either (a) to reinstate the maximum limits of such surety bond, insurance policy, or letter of credit, or (b) to deposit into the Series 1997 Debt Service Reserve Fund cash in the amount of the disbursement made under such surety bond, insurance policy, or letter of credit, or a combination of such alternatives, as shall provide that the amount credited equals the Series 1997 Reserve Requirement within a time period not longer than one (1) year. If a letter of credit is provided under the provisions of this paragraph, then within sixty (60) days of the expiration date of any said letter of credit, (1) the University shall, after giving written notice to the Trustee, obtain another letter of credit; or (2) the Trustee shall, at the written direction of the University, draw upon the letter of credit in order to fund the Series 1997 Debt Service Reserve Fund with cash; or (3) the University shall, after giving written notice to the Trustee, fully fund the Series 1997 Debt Service Reserve Fund with cash. The Trustee shall receive such opinions, including legal opinions, certificates, and other documentation, as the Trustee shall request, prior to receipt of such surety bond, letter of credit, or insurance policy by the Trustee. If the issuer of a surety bond, insurance policy, or letter of credit on deposit in the Series 1997 Debt Service Reserve Fund shall cease to have a rating described in this paragraph, the University shall either (a) replace such surety bond, insurance policy, or a letter of credit with one issued by an issuer having a rating so described within ninety (90) days and shall pay, or commit to pay, any increased fees, expenses, or interest in connection with such replacement or (b) shall deposit Gross Revenues, in the priority established by Article VIII of the Bond Resolution, in the Series 1997 Debt Service Reserve Fund in two (2) equal semiannual payments that will, at the end of one (1) year, equal the Series 1997 Reserve Requirement. In the event the Series 1997 Debt Service Reserve Fund is funded with both moneys and a surety bond, insurance policy, or letter of credit as the latter are contemplated here and by Section 7.05(D) of the Bond Resolution, any available revenues to replenish the Series 1997 Debt Service Reserve Fund shall be used, first, to reimburse the provider of such surety bond, insurance policy, or letter of credit for any amounts advanced, and, second, to replenish said moneys.

ARTICLE VII

AUTHORIZATION TO SELL AND AWARD THE SERIES 1997 BONDS

Section 7.01. Manner of Sale.

The Series 1997 Bonds shall be sold in the manner and at the price prescribed by the State Treasurer and the Chief Financial Officer, all as may be permitted under the Enabling Act. In this connection, the Series 1997 Bonds may be offered at public sale, or pursuant to such other procedure for requesting bids as the State Treasurer and the Chief Financial Officer shall determine. In the event the Series 1997 Bonds shall be sold at public sale, bids for such sale shall be received until a time and on a date to be selected by the State Treasurer and the Chief Financial Officer.

Section 7.02. Distribution of Official Statement.

In the event a public sale of the Series 1997 Bonds is conducted or if the terms of any other form of sale authorized hereunder shall require, the Chief Financial Officer is hereby authorized to cause to be prepared a Preliminary Official Statement with respect to the offering and sale of the Series 1997 Bonds and, subsequent to the sale of the Series 1997 Bonds, a final Official Statement. The Chief Financial Officer is hereby authorized to deem final any Preliminary Official Statement pursuant to Securities and Exchange Commission Rule 15c212.

Section 7.03. Award of the Bonds.

The Chief Financial Officer and the State Treasurer are hereby authorized and empowered to award the sale of the Series 1997 Bonds to the bidder naming the lowest cost in accordance with the provisions of this Article and Section 3.08 hereof.

ARTICLE VIII

MISCELLANEOUS

Section 8.01. Severability.

If any one or more of the covenants or agreements provided in this Series 1997 Resolution on the part of the University, the Trustee, the Paying Agent, or the Registrar to be performed should be contrary to law, then such covenant or covenants or agreement or agreements shall be deemed severable from the remaining covenants and agreements, and shall in no way affect the validity of the other provisions of this Series 1997 Resolution.

Section 8.02. Table of Contents and Section Headings Not Controlling.

The Table of Contents and the Headings of the several Articles and Sections of this Series 1997 Resolution have been prepared for convenience of reference only and shall not control, affect the meaning of, or be taken as an interpretation of any provision of this Series 1997 Resolution.

Section 8.03. Repealing Clauses.

Section 8.04. Compliance with the Code Generally.

The Board of Trustees hereby represent and covenant that they will comply with all requirements of the Code, and that they will not take any action which will, or fail to take any action (including, without limitation, filing the required information report with the Internal Revenue Service) which failure will, cause interest on the Series 1997 Bonds to become includable in the gross income of the Holder thereof for federal income tax purposes pursuant to the provisions of the Code. Without limiting the generality of the foregoing, the Board of Trustees represent and covenant that:

(A) All property provided by the net proceeds of the Series 1997 Bonds will be owned by the University in accordance with the rules governing the ownership of property for federal income tax purposes.

(B) The Board of Trustees shall not permit the proceeds of the Series 1997 Bonds or any Facilities financed with the proceeds of the Series 1997 Bonds to be used in any manner that would result in (a) ten percent (10%) or more of such proceeds being considered as having been used directly or indirectly in any trade or business carried on by any natural person or in any activity carried on by a person other than a natural person other than a governmental unit as provided in Section 141(b) of the Code, or (b) five percent (5%) or more of such proceeds being considered as having been used directly or indirectly to make or finance loans to any person other than a governmental unit as provided in Section 141(c) of the Code.

(C) The University is neither a party to nor will enter into any contracts with any person for the use or management of any facility provided with the proceeds of the Series 1997 Bonds that do not conform to the guidelines set forth in Revenue Procedures 9713 or 9714 of the Internal Revenue Service.

(D) The University will not sell or lease the Project or any property the acquisition of which was funded in whole or in part, with proceeds from the sale of the Series 1997 Bonds to any person unless it obtains the opinion of nationally recognized bond counsel that such lease or sale will not affect the tax exemption of the Series 1997 Bonds.

(E) The Series 1997 Bonds will not be federally guaranteed within the meaning of Section 149(b) of the Code. The University shall not enter into any leases or sales or service contracts with any federal government agency and will not enter into any such leases or contracts unless it obtains the opinion of nationally recognized bond counsel that such action will not affect the tax exemption of the Series 1997 Bonds.

Section 8.05. Rebate.

(A) In addition to the covenants contained in Section 8.04 hereof, the Board of Trustees covenant that they will comply with the provisions of Section 148(f) of the Code pertaining to the rebate of certain investment earnings on the proceeds of the Series 1997 Bonds to the United States Government. In this connection, the Board of Directors covenant to compute, on or before the dates required of them in Section 148(f) of the Code, the rebatable amounts, if any, pertaining to the Series 1997 Bonds and to establish a Rebate Fund pursuant to the Rebate Certificate referred to in paragraph (B) of this Section wherein shall be deposited in a timely fashion all amounts required under said Section 148(f) with respect to the Series 1997 Bonds and to pay to the United States Government from the Rebate Fund in the manner and the amounts prescribed in Section 148(f) of the Code.

(B) In order to comply with the requirements of paragraph (A) of this Section, the University further agrees to execute a Rebate Certificate on or before the delivery of the Series 1997 Bonds pursuant to which the Rebate Fund will be established, and from which Fund the University will pay the necessary amounts to the United States Government.

(C) Notwithstanding anything in this Section to the contrary, the University will not be obligated to comply with any or all of the provisions set forth above in this Section if the University and the Trustee shall receive a written opinion of Bond Counsel to the effect that such noncompliance will not adversely affect the federal taxexempt status of the Series 1997 Bonds.

(D) Notwithstanding the prior provisions of this Section, the Chief Financial Officer, if applicable, is hereby authorized to make the necessary findings and elections to enable the University to proceed under the spending exceptions contained in Section 148(f)(4)(C) of the Code and Section 1.1487 of the Regulations, should he determine in his discretion the same to be in the best interests of the University.

Section 8.06. Continuing Disclosure Undertaking.

(A) Pursuant to Section 11185 of the State Code ("Section 11185"), the University covenants to file with a central repository for availability in the secondary bond market when requested:

(1) An annual independent audit, within thirty days of the University's receipt of the audit; and

(2) Event specific information within thirty days of an event adversely affecting more than five percent of the aggregate of Gross Revenues plus Additional Funds.

The only remedy for failure by the University to comply with the covenant in this Section 8.06(A) shall be an action for specific performance of this covenant. The University specifically reserves the right to amend this covenant to reflect any change in Section 11185, without the consent of any Bondholder.

(B) In addition, the University hereby authorizes the Chief Financial Officer on behalf of the Board of Trustees to execute the Continuing Disclosure Certificate with changes therein as may be approved by the Chief Financial Officer to be dated as the date of issuance and delivery of the Series 1997 Bonds. The Board of Trustees further hereby covenant and agree that they will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Resolution, failure of the University to comply with the Continuing Disclosure Certificate shall not be considered an Event of Default; however, any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the University to comply with its obligations under this paragraph.

Executed this 17th day of April, 1997.

(SEAL) Chairman, Board of Trustees

of the University of South Carolina

Secretary, Board of Trustees

of the University of South Carolina

EXHIBIT A

[FORM OF BOND]

No. R CUSIP:

UNITED STATES OF AMERICA

STATE OF SOUTH CAROLINA

UNIVERSITY OF SOUTH CAROLINA

REVENUE BOND, SERIES 1997

INTEREST RATE: ISSUE DATE:

MATURITY DATE:

REGISTERED HOLDER:

PRINCIPAL AMOUNT:

The University of South Carolina, an institution of higher learning and a body politic and corporate of the State of South Carolina (the "University"), for value received, hereby promises to pay, solely from the revenues described and pledged to the payment of this Bond, to the Registered Holder named above, or registered assigns, upon presentation and surrender of this Bond to the principal corporate trust office of (the "Paying Agent"), in the City of , , the Principal Amount set forth above on the Maturity Date set forth above, and to pay solely from said revenues, interest on said Principal Amount from at the annual Interest Rate set forth above (calculated on the basis of a 360 day year of twelve 30day months) on the first day of and of each year hereafter, commencing , until said principal sum is paid. Principal of, premium, if any, and interest on this Bond are payable in any coin or currency of the United States of America which is, at the time of payment, legal tender for the payment of public and private debts. Payments of interest shall be by check or draft mailed by the Paying Agent at the times provided herein to the registered holder of this Bond at the address shown on the registration books without the necessity of surrendering this Bond, and all such payments shall fully discharge the obligation of the University hereon to the extent of the payments so made. Any Registered Holder of $1,000,000 or more in principal amount of the Bonds of this series shall be entitled by written request to the Paying Agent (which notice shall be valid for all future payments until rescinded) to direct that any payments of interest on such Bonds be transmitted to such Registered Holder by wire transfer. Such request shall provide the Paying Agent with specific direction as to the manner of making such payment. The Paying Agent shall keep a record of all such payments. The principal of and premium, if any, on this Bond are payable to or upon the order of the registered holder or his legal representative at the abovenamed office of Paying Agent upon presentation and surrender of this Bond for cancellation and, if appropriate, exchange for a Bond in the principal amount equal to the balance of the principal amount of this Bond remaining unpaid, having the same Maturity Date and Interest Rate.

The Bonds of this series shall in no event constitute an indebtedness of the State of South Carolina, within the meaning of any provision, limitation, or restriction of the Constitution or laws of the State of South Carolina (other than Article X, Section 13 of the South Carolina Constitution authorizing obligations payable solely from a revenueproducing source not involving any tax), nor a charge, lien, or encumbrance, legal or equitable, upon any property of the University or the State of South Carolina or upon any income, receipts, or revenues of the University or the State of South Carolina save and except the pledge of the Net Revenues (as such term is defined in the Resolution) and Additional Funds (as such term is defined in the Resolution) to secure the payment of the principal of and interest on the Bonds, and neither the full faith and credit nor the taxing power of the State of South Carolina is pledged therefor. No member of the Board of Trustees of the University, nor any person required by the provisions of the Resolution (hereinafter defined) to sign the Bonds, shall be liable thereon.

REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH IN THE REVERSE HEREOF WHICH SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH HEREIN.

This Bond shall not be valid or obligatory until the Certificate of Authentication shall have been duly executed by the Registrar.

IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of South Carolina to exist, to happen, and to be performed precedent to or in the issuance of this Bond, exist, have happened, and have been done and performed in regular and due time, form and manner, and that the amount of this Bond, and the series of which this Bond is one, does not exceed any constitutional or statutory limitation thereon.

IN WITNESS WHEREOF, the University has caused this Bond to be signed by the manual or facsimile signature of its Chairman of the Board of the University, its corporate seal, or facsimile thereof, to be reproduced hereon and the same to be attested by the manual or facsimile signature of its Vice President for Business and Finance.

UNIVERSITY OF SOUTH CAROLINA

By:

(SEAL) Chairman, Board of Trustees of the University

of South Carolina

ATTEST:

By:

Vice President for Business and Finance

CERTIFICATE OF AUTHENTICATION

This Bond is one of the Bonds described in the withinmentioned Resolution.

Authorized Officer

Date of Authentication:

[Reverse of Bond Form]

THIS BOND is one of a series of Bonds in the aggregate principal amount of Four Million Five Hundred Thousand and No/100 Dollars ($4,500,000) issued pursuant to an Amendatory and Restated Bond Resolution adopted by the Board of Trustees of the University (the "Board of Trustees") on June 21, 1996 (the "Bond Resolution") and a Series Resolution (the "Series Resolution," which, together with the Bond Resolution will be referred to herein as the "Resolution") adopted by the Board of Trustees of the University on ______________ _____, 1997, pursuant to and in full compliance with the Constitution and laws of the State of South Carolina, including particularly Title 59, Chapter 147 of the Code of Laws of South Carolina 1976, as amended (the "Higher Education Revenue Bond Act") (the "Enabling Act"), in order to provide the funds with which to (i) defray a portion of the cost of the Project (including payment of capitalized interest on the Bonds); (ii) fund, if required, the Series 1997 Debt Service Reserve Fund; and (iii) pay costs of issuance of the Bonds.

Certain capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Resolution. Certified copies of the Resolution are on file at the Corporate Trust Office of the Paying Agent and at the office of the Secretary of State of South Carolina.

This Bond is transferable, at the times and as otherwise provided in the Resolution, only upon the registration books kept for that purpose at the office of the Registrar by the Registered Holder in person or by his duly authorized attorney, upon (i) surrender of this Bond together with a written instrument of transfer satisfactory to the Registrar duly executed by the Registered Holder or his duly authorized attorney and (ii) payment of the charges, if any, prescribed in the Resolution. Thereupon a new fully registered Bond or Bonds of like maturity, interest rate, and redemption provisions and in a like aggregate principal amount will be issued to the transferee in exchange therefor as provided in the Resolution. The University and the Paying Agent may deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of or on account of the principal or redemption price hereof and interest due hereon and for all other purposes. For every exchange or transfer of the Bonds, the University, the Paying Agent and the Registrar may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer.

The Bonds are issuable in the form of fully registered Bonds, or shall be maintained in BookEntry System format by The Depository Trust Company in accordance with the Resolution, in the denominations of $5,000 or any whole multiple of $5,000.

The Bonds of this series are subject to optional redemption by the University prior to maturity in whole at any time or in part on any interest payment date on or after , 20 at a redemption price equal to the par amount thereof, together with interest accrued thereon to the redemption date.

Portions of any fully registered Bond of this series in an authorized denomination of more than $5,000 to be redeemed shall be selected by the Registrar in such manner as is set forth in the Bond Resolution in a principal amount of $5,000 or a whole multiple thereof, and upon the surrender of such Bond there will be issued to the registered holder thereof, without charge, for the unredeemed balance, if any, of the principal amount of such Bond of this series in any of the authorized denominations as provided in the Bond Resolution.

If any of the Bonds of this series, or portions thereof, are called for redemption, the Registrar will give notice to the Registered Holders of any such Bonds to be redeemed, in the name of the University, of the redemption, of such Bonds, or portions thereof, which notice will specify the Bonds and maturities to be redeemed, the redemption date, the redemption price and the place or places where amounts due upon such redemption will be payable and, if less than all of the Bonds of this series are to be redeemed, the numbers of such Bonds so to be redeemed, and, in the case of Bonds to be redeemed in part only, such notice will also specify the respective portions of the principal amount thereof to be redeemed. Such notice will be given by mailing a copy of the redemption notice by first class mail at least thirty (30) days but not more than sixty (60) days prior to the date fixed for redemption to the appropriate Paying Agent or Agents and the Registered Holder of each Bond to be redeemed, at the address shown on the registration books; provided, however, that failure to give such notice by mail, or any defect in the notice mailed to the Registered Holder of any Bond of this series, shall not affect the validity of the proceedings for the redemption of any other Bond of this series. Provided funds for their redemption are on deposit with the Paying Agent, all Bonds of this series so called for redemption will cease to bear interest on the specified redemption date and shall no longer be deemed to be Outstanding.

For the payment of the principal of and interest on this Bond and the issue of which it forms a part, there are hereby irrevocably pledged the Net Revenues, Subsidies, and Additional Funds on a parity with the pledge of the Net Revenues and Additional Funds pledged for the payment of the principal of and interest on the Parking Facilities Revenue Bonds (as such term is defined in the Resolution), and all other Bonds issued under the Resolution.

The University has covenanted in the Resolution to continuously operate and maintain the Facilities and fix and maintain such rates for the use of the Facilities as shall at all times be sufficient (a) to provide for the payment of the expenses of the administration, operation and maintenance of the Facilities as may be necessary to preserve the same in good repair and condition, (b) to provide for the punctual payment of the principal of and interest on the Bonds and all Junior Lien Bonds that may from time to time be outstanding, (c) to maintain all Debt Service Funds and thus provide for the punctual payment of the principal of and interest on the Bonds and Junior Lien Bonds that may from time to time be outstanding, (d) to maintain, if required, the Debt Service Reserve Funds in the manner prescribed in the applicable series resolutions, (e) to provide a reserve for contingencies and for improvements, renovations and expansions of the Facilities other than those necessary to maintain the same in good repair and condition, and (f) to discharge all obligations imposed by the Enabling Act and the Bond Resolution.

As provided in the Resolution and on the conditions set forth therein, the University may issue additional Bonds secured by a pledge of the Net Revenues and the Additional Funds, and Parity Bonds secured by a pledge of the Additional Funds, on a parity in all respects with the pledge thereof and lien thereon securing the Bonds of this Series. All such pledges and liens are or shall be on parity with the Bonds of this issue with respect to such pledge and lien, if such other Bonds are issued under the conditions prescribed in the Resolution. The Bond Resolution provides that upon the occurrence of any Event of Default, the Trustee may, and upon the written request of Registered Holders and not less than twentyfive percent (25%) aggregate principal amount of Bonds outstanding shall, declare the principal of all Bonds outstanding immediately due and payable and may exercise the remedies provided in the Bond Resolution.

THIS BOND and the interest hereon are exempt from all State, county, municipal school district, and all other taxes or assessments of the State of South Carolina, direct or indirect, general or special whether imposed for the purpose of general revenue or otherwise, except inheritance, estate, and transfer taxes.

EXHIBIT B

CONTINUING DISCLOSURE UNDERTAKING

This Continuing Disclosure Undertaking (the "Disclosure Certificate") is executed and delivered by the University of South Carolina (the "Issuer") in connection with the issuance of $4,500,000 University of South Carolina Revenue Bonds, Series 1997 (the "Bonds"). The Bonds are being issued pursuant an Amendatory and Restated Bond Resolution adopted by the Board of Trustees of the University (the "Board of Trustees") on June 21, 1996 (the "Bond Resolution") and a Series Resolution (the "Series Resolution," which, together with the Bond Resolution will be referred to herein as the "Resolution") adopted by the Board of Trustees on _______ ___, 1997. The Issuer covenants and agrees as follows:

SECTION 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the Registered Holders and Beneficial Owners and in order to assist the Participating Underwriters in complying with S.E.C. Rule 15c212(b)(5).

SECTION 2. Definitions. In addition to the definitions set forth in the Resolution, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings:

"Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate.

"Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes.

"Dissemination Agent" shall mean the Issuer or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation.

"Holders" or "Holders of the Bonds" shall mean the registered owners of the Bonds.

"Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate.

"National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. The National Repositories currently approved by the Securities and Exchange Commission are set forth in Exhibit B.

"Participating Underwriter" shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with the offering of the Bonds.

"Repository" shall mean each National Repository and each State Repository.

"Rule" shall mean Rule 15c212(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time.

"State" shall mean the State of South Carolina.

"State Repository" shall mean any public or private repository or entity designated by the State as a state repository for the purpose of the Rule, and recognized as such by the Securities and Exchange Commission. As of the date of this Certificate, there is no State Repository.

SECTION 3. Provision of Annual Reports.

(a) The Issuer shall, or shall cause the Dissemination Agent to, not later than seven (7) months after the end of the Issuer's fiscal year (currently, June 30) commencing with the report for the 199697 fiscal year, provide to each Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. Not later than fifteen (15) business days prior to said date, the Issuer shall provide the Annual Report to the Dissemination Agent (if other than the Issuer). The Annual Report may be submitted as a single document or as separate documents comprising a package, and may crossreference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the Issuer's fiscal year changes, the Issuer shall give notice of such change in the same manner as for a Listed Event under Section 5(c).

(b) If the Issuer is unable to provide to the Repositories an Annual Report by the date required in subsection (a), the Issuer shall send a notice to the Municipal Securities Rulemaking Board and the State Repository, if any, in substantially the form attached as Exhibit A.

(c) The Dissemination Agent shall:

(i) determine each year prior to the date for providing the Annual Report the name and address of each National Repository and the State Repository, if any; and

(ii) (if the Dissemination Agent is other than the Issuer) file a report with the Issuer certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided and listing all the Repositories to which it was provided.

SECTION 4. Content of Annual Reports. The Issuer's Annual Report shall contain or include by reference the Issuer's complete audited financial statements for the preceding fiscal year prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the Issuer's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement and the audited financial statements shall be filed in the same manner as the Annual Report when they become available, and changes in and current information with respect to those matters discussed in the Official Statement dated _____________, 1997 with respect to the Bonds, under the captions "THE SERIES 1996 BONDS Additional Auxiliary Facilities" and "THE FACILITIES" and "THE UNIVERSITY Enrollment."

Any or all of the items listed above may be included by specific reference from other documents, including official statements of debt issues of the Issuer or related public entities which have been submitted to each of the Repositories or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The Issuer shall clearly identify each such other document so included by reference.

SECTION 5. Reporting of Significant Events.

(a) Pursuant to the provisions of this Section 5, the Issuer shall give or cause to be given notice of the occurrence of any of the following events with respect to the Bonds, if material:

1. Delinquency in payment when due of any principal of or interest on the Bonds.

2. Occurrence of any event of default under the Resolution (other than as described in clause (1) above).

3. Amendment to the Resolution or this Disclosure Certificate modifying the rights of the Holders of the Bonds.

4. Giving of a notice of optional or unscheduled redemption of any Bonds.

5. Defeasance of the Bonds or any portion thereof.

6. Any change in any rating on the Bonds.

7. Adverse tax opinions or events affecting the taxexempt status of the Bonds.

8. Any unscheduled draw, reflecting financial difficulties, on any reserve fund established by the Issuer to secure further the timely repayment of the Bonds.

9. Any unscheduled draw reflecting financial difficulties on any credit enhancement device obtained by the Issuer to secure further the timely repayment of the Bonds.

10. Any change in the provider of any credit enhancement device described in item 9 above, or any failure by the provider to perform under such a credit enhancement device.

11. The release, substitution or sale of any property hereafter leased, mortgaged or pledged by the Issuer securing repayment of the Bonds.

(b) Whenever the Issuer obtains knowledge of the occurrence of a Listed Event, the Issuer shall as soon as possible determine if such event would be material under applicable federal securities laws.

(c) If the Issuer determines that knowledge of the occurrence of a Listed Event would be material under applicable federal securities laws, the Issuer shall promptly file a notice of such occurrence with the Municipal Securities Rulemaking Board and the State Repository. Notwithstanding the foregoing, notice of Listed Events described in subsections (a) (4) and (5) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Holders of affected Bonds pursuant to the Resolution.

SECTION 6. Termination of Reporting Obligation. The Issuer's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the Issuer shall give notice of such termination in the same manner as for a Listed Event under Section 5(c).

SECTION 7. Dissemination Agent. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be the Issuer.

SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied:

(a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the Bonds, or the type of business conducted;

(b) This Disclosure Certificate, as amended or taking into account such waiver, would, in the opinion of nationallyrecognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and

(c) The amendment or waiver either (i) is approved by the Holders of the Bonds in the same manner as provided in the Resolution for amendments to the Resolution with the consent of Holders, or (ii) does not, in the opinion of said nationallyrecognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the Bonds.

In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Issuer shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(c), and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles.

SECTION 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation under this Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.

SECTION 10. Default. In the event of a failure of the Issuer to comply with any provision of this Disclosure Certificate, any Bondholder or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Issuer to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Resolution, and the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with this Disclosure Certificate shall be an action to compel performance.

SECTION 11. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Participating Underwriters, Holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity.

THE UNIVERSITY OF SOUTH CAROLINA

By:

Vice President for Business and Finance

Date:

EXHIBIT A

NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT

THE UNIVERSITY OF SOUTH CAROLINA

$4,500,000 REVENUE BONDS, SERIES 1997

Date of Issuance: ______________________

NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the abovenamed Bonds as required by Section 8.06 of the Series 1997 Resolution adopted on _________ __, 1997. The Issuer anticipates that the Annual Report will be filed by .

THE UNIVERSITY OF SOUTH CAROLINA

By:

Vice President for Business and Finance

Date:

EXHIBIT B

Nationally Recognized Municipal Securities Information Repositories approved by the Securities and Exchange Commission as of November 20, 1996.

Bloomberg Municipal Repository R.R. Donnelly Financial

P.O. Box 840 Municipal Securities Disclosure Archive

Princeton, NJ 085420840 559 Main Street

Internet address: MUNIS@bloomberg.doc Hudson, MA 01749

(609) 2793200 Telephone: (800) 5803670

FAX (609) 2793235 (609) 2795963 Contact: Dave Campbell

The Bond Buyer

Secondary Market Disclosure

395 Hudson Street, 3rd Floor

New York, NY 10014

Internet address: Disclosure@muller.com

(212) 8073814

FAX (212) 9899282

Contact: Thomas Garske

Disclosure, Inc.

Document Augmentation/

Municipal Securities

5161 River Road

Bethesda, MD 20816

(301) 9511450

FAX (301) 7182329

Contact: Barry Sugarman (301) 2156015

JJ Kenny Information Services

The Repository

65 Broadway, 16th Floor

New York, NY 10006

(212) 7704568

FAX (212) 7977994

Contact: Joan Horai, Repository

Moody's NRMSIR

Public Finance Information Center

99 Church Street

New York, NY 100072796

(800) 3396306

FAX (212) 5531460

Contact: Claudette Stephenson

(212) 5530345

Exhibit B

THE UNIVERSITY OF SOUTH CAROLINA MISSION STATEMENT

The primary mission of the University of South Carolina, a multi campus public institution serving the entire State of South Carolina, is the education of the state's diverse citizens through teaching, research, and creative activity, and service.

Teaching

The University is committed to providing its students with the highest quality education, including the knowledge, skills, and values necessary for success and responsible citizenship in a complex and changing world. A particular strength of the University of South Carolina is the excellence, breadth, and diversity of the institution's faculty and its academic programs.

Research

Convinced that research and scholarship, including artistic creation, are essential for excellent teaching, the University aggressively pursues an active research and scholarship program that engages both faculty and students. The University is dedicated to using research to improve the quality of life for South Carolinians.

Service

Another important facet of the University's mission is service to its community, state, nation, and the world in such areas as public health, education, social issues, economic development, and family support systems.

Founded in 1801 in Columbia, the University of South Carolina began providing programs in communities statewide in the 1950's and 1960's. At that time, a network of campuses was established in response to community initiative and support for accessible, affordable educational programs principally for local citizens. In the 1970's, the Aiken and Spartanburg senior campuses were granted the authority to award baccalaureate degrees. While the regional campuses, the senior campuses, and the Columbia campus all pursue teaching, research, creative activity, and service, they do so with an emphasis suited to their individual campus missions.

Columbia Campus

As a major teaching and research institution, USC Columbia has long offered a comprehensive range of undergraduate and graduate programs through the doctoral level. With a mission of teaching, research, and service, USC Columbia addresses the state's needs for master's level, professional, and doctoral education, for conducting and sharing research, and for responding to statewide and regional demands for educational resources and professional expertise.

USC Columbia aspires to national and international stature as it provides equitable access to its opportunities, resources, and activities.

Senior Campuses

Separately accredited by the Southern Association of Colleges and Schools, Aiken and Spartanburg take as their primary mission the delivery of basic undergraduate education to their respective areas. These senior campuses also offer graduate level coursework through the University's Graduate Regional Studies program and offer selected master's degree programs in response to regional demand.

Regional Campuses

Accredited with USC Columbia by the Southern Association of Colleges and Schools, the regional campuses in Beaufort, Lancaster, Allendale (Salkehatchie), Sumter, and Union principally provide the first two years of undergraduate education, as well as selected associate degree programs mainly for their locale. The regional campuses also provide for the completion of bachelor degrees by offering selected upper-division coursework in conjunction with Aiken, Columbia and Spartanburg campuses as well as some graduate education through the University's Graduate Regional Studies program. In addition to providing these programs, the regional campuses bring the resources of the entire University to citizens throughout the state.

USC COLUMBIA MISSION STATEMENT

Committed to becoming one of the finest universities in the United States, USC Columbia is dedicated to achieving and maintaining nationally recognized excellence in its student population, faculty, academic programs, living and learning environment, technological infrastructure, library resources, research and scholarship, public and private support, and endowment. The University is further resolved to enhance the industrial, economic, and cultural potential of the state so that South Carolina and the University can prosper together. USC Columbia recognizes its historic responsibility to achieve overall excellence and to provide South Carolina's citizens a university as good as any in the nation.

One of the oldest and most comprehensive public universities in the United States, the University of South Carolina Columbia is the major research center of the University and its largest campus, enrolling some 16,000 undergraduate students and 10,000 students in graduate and professional programs. From its location in the state capital, the University offers a range of excellent programs and activities designed to enhance the intellectual, cultural, physical, and social development of its diverse student body. Additional opportunities for personal and career development are provided to the citizens of South Carolina through outreach and continuing education activities. USC Columbia offers the most comprehensive array of educational programs in the state, and is the only South Carolina institution classified as a Four Year I by the Southern Regional Education Board.

Students at USC Columbia come from various backgrounds, with different career goals and levels of aspiration. The distinctiveness of USC Columbia lies in the conspicuous diversity that nurtures and stimulates students, faculty, and constituents. USC Columbia aspires to national and international stature as it provides equitable access to the full range of its opportunities, resources, and activities.

USC Columbia seeks to attract inquisitive, energetic people who are committed to learning, who are capable of self-discipline, and who wish to benefit from the variety of experiences provided by a major university with students, faculty and staff drawn from throughout South Carolina, the nation, and the world. The University strives to educate graduates who are capable of excelling in their chosen fields, who are dedicated to learning throughout their lives, and who are responsible citizens in a complex society requiring difficult ethical and value related decisions. By offering its students reasonable freedom to select from among the many experiences available in liberal arts, the natural sciences, the social sciences, the performing and creative arts, and the professions, USC Columbia encourages students to seek their full potential in the broad array of endeavors associated with our various schools and colleges.

A central mission to the University is to advance knowledge and enrich our cultural heritage. To achieve this mission, the University supports a faculty actively engaged in research and creative activity in a breadth of disciplines including those listed above.

An important mission of the University is to engage the considerable resources of the institution in service to the state and society for the purposes of cultural enrichment, the dissemination of knowledge, and the enhancement of the overall quality of life. USC Columbia's teaching, research, and service programs affect every part of life in South Carolina.

USC AIKEN MISSION STATEMENT

The University of South Carolina Aiken is a public senior institution of moderate size which endeavors to provide students with the knowledge and skills necessary for success in a rapidly changing society and evolving global economy. Attracting a racially and culturally diverse student body of varying ages and experiences, USCA draws its population primarily from the Savannah River Region, and other portions of South Carolina, other states, and foreign countries. USCA offers undergraduate degrees and masters degrees in selected programs designed to meet regional needs.

As an institution of higher learning, USCA seeks to provide excellence in teaching as well as in scholarly research, creative pursuits, and service to the communities of the region it serves. To this end, the university seeks the enlargement of student and faculty knowledge through a wide range of experiences in the liberal arts and sciences and in professional programs. As an academic community dedicated to lifelong learning, USCA serves the region by fostering cultural appreciation and by making available its resources, including its programs, services, and the expertise of its faculty, staff, and students. Thus, USCA encourages:

• Thinking critically and analytically, searching out concepts;

• Communicating effectively using verbal, numerical, notational, and other symbolic systems;

• Appreciating crosscultural perspectives;
• Exploring values openly and critically;

• Finding and examining relationships among disciplines, concepts, and areas of study;

• Developing depth of knowledge within chosen fields of interest.
• In fulfilling its role as an institution of higher learning, USCA is building a community of active scholars, artists, professionals, and intellectuals engaged in broadlybased educational experiences necessary to foster an enlightened society.

USC SPARTANBURG MISSION STATEMENT

The University of South CarolinaSpartanburg aims to become one of the Southeast's leading "metropolitan" universities a university which acknowledges as its fundamental reason for being its relationship to its surrounding cities, their connecting corridors and expanding populations. It aims to be recognized nationally among its peer metropolitan institutions for its exce