make recommendations as to a revision of such rates, fees and charges or the
methods of operation of the Hospital, which will result in producing the amount
so required as soon as practicable, and a copy of such request and recommenda-
tions  shall  be filed with   the State Treasurer.     The  Board covenants   that
promptly upon its receipt of such recommendations it shall review and consider
such recommendations.

           If the Board shall comply with all such recommendations, the failure
of the Income Available for Debt Service to meet the requirements of the first
paragraph of this Section will not constitute an event of default under the
Resolution so long as the Revenues shall not be less than the amount required
in cash to pay the Operating Expenses of the Hospital and to pay the debt
service on all Indebtedness attributable to the operation of the Hospital for
the Fiscal Year in which such recommendations were made.

           Section 6.02. Restrictions on Liens; Parity Liens.

           The Board covenants that it will not create or suffer to be created
(i) any lien or charge upon the Revenues senior to or on a parity with the lien
of the Owners of the Bonds, or (ii) any lien or charge upon the Hospital or any
part thereof other than (A) the statutory mortgage lien created pursuant to
Sections 162.350 and 162.200 of the Kentucky Revised Statutes on certain build-
ings used by the Board for educational purposes to secure payment of all
University of Kentucky Consolidated Educational Buildings Revenue Bonds now
outstanding and hereafter issued, and (B) a security interest created in
connection with a Credit Facility Agreement, purchase money security interests
and other security interests in any equipment or other goods granted to the
sellers or lessors thereof, and security interests securing Indebtedness which
is required, in accordance with generally accepted accounting principles, to be
reflected on the Financial Statements, in an amount not exceeding 10% of Total
Operating Revenues for the most recent period of twelve (12) full consecutive
calendar months for which the Financial Statements were reported on by the
Auditor of the Commonwealth or an independent certified public accountant or
firm of certified public accountants and that, from the Revenues or other
available funds, it will pay or cause to be discharged, or will make adequate
provision to satisfy and discharge, within sixty (60) days after the same shall
accrue, all lawful claims and demands for labor, materials, supplies or other
objects which, if unpaid, might by law become a lien upon the Hospital or any
part thereof or the Revenues; provided, however, that nothing shall require the
Board to pay or cause to be discharged, or make provision for, aay such lien or
charge so long as the validity thereof shall be contested in good faith and so
long as any execution on the Hospital or the Revenues, or any part thereof, is
appropriately stayed.

           Notwithstanding the above, the Board reserves the right to incur
Parity Indebtedness for any purpose for which Bonds may be issued under the
Resolution, provided that the provisions of the Resolution are complied with by
the Board in the same manner and to the same extent as if the Board were
issuing an additional Series of Bonds.



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