Participation Agreement - HealthSouth Corp., First Security Bank NA, Deutsche Bank AG and NationsBank NA


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                             PARTICIPATION AGREEMENT

                          Dated as of December 18, 1998
                                      among

                         HEALTHSOUTH CORPORATION, INC.,
                                   as Lessee,

                   FIRST SECURITY BANK, NATIONAL ASSOCIATION,
                      not individually, except as expressly
                   stated herein, but solely as Owner Trustee
                 under the HEALTHSOUTH Corporation Trust 1998-1,

                           THE VARIOUS BANKS AND OTHER
                     LENDING INSTITUTIONS WHICH ARE PARTIES
                            HERETO FROM TIME TO TIME,
                                 as the Holders,

                           THE VARIOUS BANKS AND OTHER
                           LENDING INSTITUTIONS WHICH
                      ARE PARTIES HERETO FROM TIME TO TIME,
                                 as the Lenders,

                        DEUTSCHE BANK AG NEW YORK BRANCH,
                             as Documentation Agent

                                       and

                               NATIONSBANK, N.A.,
                         as Administrative Agent for the
                                     Lenders


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                                TABLE OF CONTENTS

SECTION 1.  THE LOANS........................................................  1

SECTION 2.  HOLDER ADVANCES..................................................  1

SECTION 3.  SUMMARY OF TRANSACTIONS..........................................  2
     3.1. Operative Agreements ..............................................  2
     3.2. Property Purchase .................................................  2
     3.3. Completion of Improvements ........................................  2

SECTION 4.  THE CLOSINGS.....................................................  2
     4.1. Initial Closing Date ..............................................  2
     4.2. Initial Closing Date; Property Closing Dates ......................  2
     4.3. Appointment of Lessee as Lessor's Agent ...........................  3

SECTION 5.  FUNDING OF ADVANCES; REPORTING REQUIREMENTS; LESSEE
         DELIVERY OF NOTICES.................................................  3
     5.1. General ...........................................................  3
     5.2. Procedures for Funding ............................................  3
     5.3. Conditions to the Holders' and the Lenders'  Obligations  to
          advance  funds on the Initial  Closing Date or funds for the
          Acquisition of Property ...........................................  4
     5.4. Inspection  of   Documents;   Hold   Harmless;   Removal  of
          Properties ........................................................  8

SECTION 6.  CONDITIONS OF THE INITIAL CLOSING................................  9
     6.1. Conditions to the Lessor's and the Holders' Obligations ...........  9
     6.2. Conditions to the Lessee's Obligations ............................ 10
     6.3. Conditions to the Agent's Obligations ............................. 12

SECTION 7.  REPRESENTATIONS AND WARRANTIES ON THE INITIAL CLOSING
         DATE................................................................ 13
     7.1. Representations and Warranties of the Holders ..................... 13
     7.2. Representations and Warranties of the Owner Trustee ............... 15
     7.3. Representations and Warranties of the Lessee ...................... 17
     7.4. Representations and Warranties of the Agent ....................... 21

SECTION 8.  REPRESENTATIONS AND WARRANTIES ON ADVANCE DATES.................. 21
     8.1. Representations and Warranties on Each Property Closing Date ...... 21

SECTION 9.  PAYMENT OF CERTAIN EXPENSES...................................... 25
     9.1. Transaction Expenses .............................................. 25
     9.2. Certain Fees and Expenses ......................................... 26
     9.3. Commitment Fee .................................................... 26



                                       ii




SECTION 10.  OTHER COVENANTS AND AGREEMENTS.................................. 27
     10.1. Cooperation with the Lessee ...................................... 27
     10.2. Covenants of the Owner Trustee and the Holders ................... 27
     10.3. Lessee Covenants, Consent and Acknowledgement .................... 29
     10.4. Sharing of Certain Payments ...................................... 30
     10.5. Grant of Easements, etc .......................................... 30

SECTION 11.  CREDIT AGREEMENT AND TRUST AGREEMENT............................ 31
     11.1. Lessee's Credit Agreement Rights ................................. 31
     11.2. Lessee's Trust Agreement Rights .................................. 32

SECTION 12.  TRANSFER OF INTEREST............................................ 32
     12.1. Restrictions on Transfer ......................................... 32
     12.2. Effect of Transfer ............................................... 32

SECTION 13.  INDEMNIFICATION................................................. 33
     13.1. General Indemnity ................................................ 33
     13.2. General Tax Indemnity ............................................ 36
     13.3. Environmental Indemnity .......................................... 40

SECTION 14.  MISCELLANEOUS................................................... 40
     14.1. Survival of Agreements ........................................... 40
     14.2. No Broker, etc ................................................... 40
     14.3. Notices .......................................................... 41
     14.4. Counterparts ..................................................... 43
     14.5. Amendments and Termination ....................................... 43
     14.6. Headings, etc .................................................... 43
     14.7. Parties in Interest .............................................. 43
     14.8. Governing Law; Waivers of Jury Trial ............................. 43
     14.9. Submission to Jurisdiction; Waivers .............................. 43
     14.10. Severability .................................................... 44
     14.11. Liability Limited ............................................... 44
     14.12. Rights of Lessee ................................................ 45
     14.13. Further Assurances .............................................. 46
     14.14. Calculations under Operative Agreements ......................... 46
     14.15. Confidentiality ................................................. 46
     14.16. Calculation of Rent, Interest, Holder Yield and Fees ............ 47

EXHIBIT A REQUISITION FORM ................................................. A-1
     Schedule 1 Legal Description of Land .................................. A-3
     Schedule 2 Description of Improvements ................................ A-4
     Schedule 3 Description of Equipment ................................... A-5
     Schedule 4 Work ....................................................... A-6



                                       iii






EXHIBIT B      HEALTHSOUTH CORPORATION OFFICER'S CERTIFICATE.................B-1
               EXHIBIT A TO OFFICER'S CERTIFICATE............................B-2
EXHIBIT C      FORM OF OPINION OF COUNSEL TO LESSEE..........................C-1
EXHIBIT D      HEALTHSOUTH CORPORATION OFFICER'S CERTIFICATE.................D-1
EXHIBIT E      HEALTHSOUTH CORPORATION SECRETARY'S CERTIFICATE...............E-1
EXHIBIT F      FIRST SECURITY BANK, NATIONAL ASSOCIATION.....................F-1
EXHIBIT G      FIRST SECURITY BANK, NATIONAL ASSOCIATION CERTIFICATE
               OF ASSISTANT SECRETARY........................................G-1
EXHIBIT H      FORM OF OPINION OF COUNSEL TO FIRST SECURITY
               BANK, NATIONAL ASSOCIATION ...................................H-1

Appendix A     Rules of Usage and Definitions................................A-1







                                       iv





                             PARTICIPATION AGREEMENT

     THIS PARTICIPATION AGREEMENT,  dated as of December 15, 1998 (as amended or
supplemented from time to time, this  "Agreement"),  is by and among HEALTHSOUTH
CORPORATION,   as  Lessee  (the   "Lessee");   FIRST  SECURITY  BANK,   NATIONAL
ASSOCIATION, a national banking association, not individually (in its individual
capacity, the "Trust Company"), except as expressly stated herein, but solely as
Owner  Trustee  under the  HEALTHSOUTH  Corporation  Trust  1998-1  (the  "Owner
Trustee" or the "Lessor");  DEUTSCHE BANK AG NEW YORK BRANCH,  as  Documentation
Agent;  NATIONSBANK,  N.A., a national banking  association,  as  Administrative
Agent  (in  such  capacity,  the  "Agent")  for the  Lenders  and  the  Holders;
NATIONSBANK,  N.A., a national banking association,  and the various other banks
and lending  institutions which are parties hereto from time to time as Holders;
and NATIONSBANK, N.A. and the various other banks and lending institutions which
are parties hereto from time to time as Lenders.  Capitalized terms used but not
otherwise  defined  in this  Agreement  shall  have the  meanings  set  forth in
Appendix A hereto.

     In consideration of the mutual  agreements  herein contained and other good
and valuable consideration, receipt of which is hereby acknowledged, the parties
hereto hereby agree as follows:

     SECTION 1. THE LOANS.

     The Lenders have agreed to make Loans to the Lessor from time to time in an
aggregate  principal  amount of up to the aggregate amount of the Commitments of
the  Lenders in order for the  Lessor to  acquire  the  Properties  and  certain
Improvements,  and in  consideration  of the receipt of such Loan proceeds,  the
Lessor will issue the Notes  (together with any note or notes issued in exchange
or substitution therefor in accordance with the Credit Agreement,  the "Notes").
The Loans  shall be made and the Notes  shall be issued  pursuant  to the Credit
Agreement.  Pursuant to Section 5 of this  Agreement and Section 2 of the Credit
Agreement,  the  Loans  will be made to the  Lessor  from  time to time upon the
appropriate submission by the Lessee of a Requisition therefor and in accordance
with  this  Agreement  and the  other  Operative  Agreements.  The Loans and the
obligations  of the Lessor  under the Credit  Agreement  shall be secured by the
Collateral.

     SECTION 2. HOLDER ADVANCES.

     Subject to the terms and  conditions  of this  Agreement and in reliance on
the  representations  and  warranties  of each of the parties  hereto  contained
herein or made pursuant hereto on each date Advances are made in accordance with
Section 5 hereof, each Holder shall make a Holder Advance on a pro rata basis to
the Owner Trustee with respect to the HEALTHSOUTH Corporation Trust 1998-1 based
on its Holder  Commitment in an amount in immediately  available funds such that
the aggregate of all Holder  Advances  shall be three percent (3%) of the amount
of the Advance being funded on such date; provided, no Holder shall be obligated
for any Holder  Advance in excess of its pro rata share of the Available  Holder
Commitment. The aggregate amount of Holder Advances shall be up to the aggregate
amount of







the Holder  Commitments.  No prepayment or any other payment with respect to any
Advance  shall be  permitted  such that the Holder  Advance with respect to such
Advance is less than 3% of the  outstanding  amount of such  Advance,  except in
connection with  termination or expiration of the Term or in connection with the
exercise of remedies relating to the occurrence of a Lease Event of Default. The
representations,  warranties, covenants and agreements of the Holders herein and
in the  other  Operative  Agreements  are  several,  and not  joint or joint and
several.

     SECTION 3. SUMMARY OF TRANSACTIONS.

     3.1. Operative Agreements. On the date hereof (the "Initial Closing Date"),
each of the respective parties hereto and thereto shall execute and deliver this
Agreement,  the Lease, the Credit Agreement,  the Notes, the  Certificates,  the
Trust Agreement,  the Security Agreement and such other documents,  instruments,
certificates and opinions of counsel as agreed to by the parties hereto.

     3.2.  Property  Purchase.  On the Property  Closing Date and subject to the
terms and  conditions of this  Agreement (a) the Holders will each make a Holder
Advance in accordance  with Sections 2 and 5 of this Agreement and the terms and
provisions of the Trust Agreement, (b) the Lenders will make Loans in accordance
with  Sections 1 and 5 of this  Agreement  and the terms and  provisions  of the
Credit  Agreement,  and (c) the Lessor will purchase pursuant to a Deed or lease
pursuant  to a Ground  Lease  each  Property,  as the case may be, and grant the
Agent a Lien on each Property by execution of the required Security Documents.

     3.3.  Completion  of  Improvements.  Each  Property  shall  be a  Completed
Property on the applicable Property Closing Date for such Property.


     SECTION 4. THE CLOSINGS.

     4.1.  Initial  Closing Date. All documents and  instruments  required to be
delivered on the Initial Closing Date shall be delivered at the offices of Smith
Helms  Mulliss & Moore,  L.L.P.,  Charlotte,  North  Carolina,  or at such other
location as may be determined by the Lessor, the Agent and the Lessee.

     4.2. Initial Closing Date; Property Closing Dates. The Lessee shall deliver
to the  Lessor  and the  Agent a  requisition  (a  "Requisition"),  in the  form
attached hereto as Exhibit A or in such other form as is reasonably satisfactory
to the  Lessor,  the  Lessee  and  the  Agent  (together  with  such  additional
schedules, affidavits, releases, waivers, statements, invoices, bills, and other
documents,  certificates  and information  reasonably  required by the Agent, in
connection  with  (a) the  Initial  Closing  Date  relating  to the  Transaction
Expenses  and other  fees,  expenses  and  disbursements  payable  by the Lessor
pursuant  to Section  9.1(a) with  invoices  (in form and  substance  reasonably
acceptable to the Agent and the Lessor) for such Transaction  Expenses and other
fees,  expenses  and  disbursements  attached  to such  Requisition  and (b) the
Property Closing Date relating to each  Acquisition  Advance pursuant to Section
5.3.


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     4.3. Appointment of Lessee as Lessor's Agent. The Lessor hereby irrevocably
designates  and  appoints  the  Lessee as its  exclusive  agent,  and the Lessee
accepts such  appointment,  to take all action  necessary  or desirable  for the
acquisition of the Properties  (provided title to each Property shall be held in
the name of the Lessor) in accordance  with the terms of this  Agreement and the
other  Operative  Agreements.  Notwithstanding  any provisions  hereof or in any
other Operative  Agreement to the contrary,  the Lessee  acknowledges and agrees
that the Lessor shall advance no more than the sum of the  aggregate  Commitment
of the Lenders plus the aggregate amount of the Holder  Commitments in regard to
the  Properties  (including  without  limitation for any and all Advances in the
aggregate from the Lenders under the Credit Agreement and from the Holders under
the Trust  Agreement).  This agency created hereunder shall commence on the date
hereof and shall terminate on the Commitment Period Termination Date.

     SECTION 5. FUNDING OF ADVANCES; REPORTING REQUIREMENTS;  LESSEE DELIVERY OF
NOTICES.

     5.1. General. To the extent funds have been made available to the Lessor as
Loans by the Lenders and Holder  Advances  by the  Holders,  the Lessor will use
such funds from time to time in accordance with the terms and conditions of this
Agreement and the other Operative  Agreements (i) at the direction of the Lessee
to acquire the Properties in accordance  with the terms of this  Agreement,  the
Lease and the other Operative Agreements, (ii) to make advances to the Lessee to
permit  the  testing,  engineering,  installation,   development,  construction,
modification,   design  and  renovation,   as  applicable,  of  Improvements  in
accordance with the terms of the Lease and the other Operative  Agreements,  and
(iii) to pay  Transaction  Expenses,  fees,  expenses  and  other  disbursements
payable by the Lessor under Sections 9.1(a) and (b).

     5.2. Procedures for Funding.

          (a) The Lessee  shall  designate  the date for  Advances  hereunder in
     accordance with the terms and provisions hereof;  provided,  however, it is
     understood  and  agreed  that  (i) no more  than  two (2)  Advances  may be
     requested  during any calendar  month and (ii)  Advances  with respect to a
     Property (other than Advances with respect to Transaction  Expenses,  fees,
     taxes,  expenses and other  disbursements  funded pursuant to Sections 5.3,
     9.1(a) or 9.1(b)) may only be made on the  Property  Closing  Date for such
     Property.  Not less than three (3)  Business  Days prior to the date of any
     requested  Advance,  the Lessee shall  deliver to the Lessor and the Agent,
     with respect to the Initial Closing Date and each Property  Closing Date, a
     Requisition  as  described  in  Section  4.2  hereof   (including   without
     limitation a legal  description of the Land, a schedule of the Improvements
     and a schedule of the Equipment, if any, acquired on such date, each of the
     foregoing in a form reasonably acceptable to the Lessor, and the Agent).


                                        3





          (b) Each Requisition shall: (i) be irrevocable,  (ii) request funds in
     an amount  that is not in excess of the total  aggregate  of the  Available
     Commitments plus the Available  Holder  Commitments at such time, and (iii)
     request that the Holders  make  Advances and that the Lenders make Loans to
     the  Lessor  for the  payment of the  Property  Acquisition  Costs or other
     Property Costs that have previously been incurred and were not subject to a
     prior Requisition, in each case as specified in the Requisition.

          (c) Subject to the terms and  conditions  of the Credit  Agreement and
     the Trust  Agreement  and  subject to the  satisfaction  of the  conditions
     precedent set forth in Section 5.3 on each Property Closing Date,

          (i) the Lenders shall make Loans to the Lessor in an aggregate  amount
     equal to 97% of the Requested  Funds  specified in any Requisition up to an
     aggregate  principal amount equal to the Available  Commitments (such loans
     to be apportioned 87% to Series A Loans and 10% to Series B Loans);

          (ii) each  Holder  shall make a pro rata Holder  Advance  based on its
     Holder  Commitment  in an amount  such  that the  aggregate  of all  Holder
     Advances at such time shall be 3% of the Requested  Funds  specified in any
     Requisition, provided no such Holder Advance shall exceed such Holder's pro
     rata share of the Available Holder Commitments; and

          (iii) the total amount of such Loans and Holder  Advances made on such
     date shall (w) be used by the Lessor to pay the Property  Acquisition Costs
     within three (3) Business Days of the receipt by the Lessor of such Advance
     (in the case of a Property  Closing Date), (x) be used by the Lessor to pay
     Transaction Expenses,  fees, taxes, expenses and other disbursements to the
     extent permitted under Sections 5.3, 9.1(a) or 9.1(b) (as  applicable),  or
     (y) be disbursed by the Lessor, on the date of such Advance,  to the Lessee
     to pay Property Costs,  as applicable.  Any such amounts held by the Lessor
     (or the Agent on behalf of the Lessor)  shall be subject to the lien of the
     Security Agreement.

     5.3.  Conditions  to the Holders' and the Lenders'  Obligations  to advance
funds on the Initial Closing Date or funds for the Acquisition of Property.

          (a) The obligations of each Holders to make Holder Advances,  and each
     Lender to make  Loans,  to the Lessor on the Initial  Closing  Date for the
     purpose of  providing  funds to the  Lessor  necessary  to pay  Transaction
     Expenses,  fees,  expenses  and other  disbursements  payable by the Lessor
     under  Section  9.1  of  this  Agreement,  are  subject  to  the  prior  or
     contemporaneous   satisfaction  or  waiver  of  the  following   conditions
     precedent:

               (i) the correctness in all material  respects on such date of the
          representations  and warranties of the Owner  Trustee,  the Lessee and
          the  Holders  contained  herein  and in  each of the  other  Operative
          Agreements;


                                        4





               (ii) the  performance  in all material  respects by the Lessee of
          its agreements  contained herein and in the other Operative Agreements
          which covenants are to be performed by it on or prior to such date;

               (iii)  the  satisfaction  of all  conditions  to any such  Holder
          Advance or Loan set forth in any Operative Agreement;

               (iv) the Agent and the Owner  Trustee shall have received a fully
          executed  copy  of  a  counterpart  of  the  respective   Requisition,
          appropriately completed; and

               (v) no  Default or Event of  Default  under any of the  Operative
          Agreements  shall have  occurred  after  giving  effect to the Advance
          requested by such Requisition.

          (b) The obligations of each Holder to make Holder  Advances,  and each
     Lender to make  Loans,  to the  Lessor on a Property  Closing  Date for the
     purpose of providing  funds to the Lessor  necessary to pay the Transaction
     Expenses,  fees, expenses and other  disbursements  payable by Lessor under
     Section 9.1 (b) of this Agreement and to acquire a Property, are subject to
     the  prior or  contemporaneous  satisfaction  or  waiver  of the  following
     conditions precedent:

               (i) the  correctness  in all material  respects on such  Property
          Closing  Date  of the  representations  and  warranties  of the  Owner
          Trustee,  the Lessee and the Holders  contained  herein and in each of
          the other Operative Agreements;

               (ii) the  performance  in all material  respects by the Lessee of
          its agreements  contained herein and in the other Operative Agreements
          which  covenants  are to be  performed  by it on or prior to each such
          Property Closing Date;

               (iii)  the  satisfaction  of all  conditions  to any such  Holder
          Advance or Loan set forth in any Operative Agreement;

               (iv) the Agent and the Owner  Trustee shall have received a fully
          executed  copy  of  a  counterpart  of  the  respective   Requisition,
          appropriately  completed,  together  with  copies of all Bills of Sale
          with respect to any Equipment;

               (v)  title  to each  Property  being  acquired  on such  Property
          Closing Date shall conform to the  representations  and warranties set
          forth in Section 8.1(c) hereof;


                                        5





               (vi) the Lessee shall have  delivered to the Lessor a copy of the
          Deed with respect to the Land and existing  Improvements and a copy of
          the Bill of Sale with respect to the Equipment, respecting such of the
          foregoing as are being  acquired on such Property  Closing  Date;  and
          such Land and  existing  Improvements  shall be located in an Approved
          State;

               (vii) there shall not have occurred and be continuing any Default
          or Event of  Default  under  any of the  Operative  Agreements  and no
          Default  or Event of  Default  under any of the  Operative  Agreements
          shall have occurred  after giving  effect to the Advance  requested by
          such Requisition;

               (viii) the Lessee shall have delivered to the Agent and the Owner
          Trustee, title insurance commitments to issue policies in favor of the
          Owner  Trustee  and the Agent  with  respect  to each  Property  being
          acquired on such Property  Closing Date,  such policies  being in form
          and  substance  reasonably  acceptable  to the Owner  Trustee  and the
          Agent, with such title exceptions thereto as are reasonably acceptable
          to the Owner  Trustee and the Agent;  and the Lessee shall  deliver to
          the Owner Trustee and the Agent, as soon as possible (and in any event
          by the latter of (A) the  respective  Property  Closing Date or (B) 60
          days  after the  Initial  Closing  Date),  the final  title  insurance
          policies for each such Property  taking no specific  exception for any
          Lien filed on account of  materials  furnished  or labor  performed in
          connection  with such  Property,  and otherwise  showing no additional
          exceptions to coverage;

               (ix) the Lessee  shall have  delivered to the Agent and the Owner
          Trustee a "Phase I" environmental site assessment with respect to each
          such  Property,  prepared by an  independent  recognized  professional
          reasonably acceptable to the Agent and the Owner Trustee and in a form
          and substance that is reasonably acceptable to the Agent and the Owner
          Trustee;

               (x) the Lessee  shall have  delivered  to the Agent and the Owner
          Trustee  an  as-built  survey of each such  Property,  prepared  by an
          independent  recognized  professional meeting the then current minimum
          standard    detail    requirements    for    American    Land    Title
          Association/American  Congress of  Surveying  and Mapping  (ALTA/ACSM)
          Land Title  Surveys  certified to the Agent and  otherwise  reasonably
          acceptable to the Agent;

               (xi) the Lessee  shall have caused to be  delivered  to the Agent
          and  the  Owner  Trustee  a  legal  opinion  (in  form  and  substance
          reasonably  satisfactory  to the  Agent and the  Owner  Trustee)  from
          counsel  located in the state where each such  Property is located or,
          if the Agent and the Owner Trustee have previously received an opinion
          from counsel in such state,  the Agent and the Owner Trustee (in their
          discretion)  may accept an update or a  reaffirmation  of the previous
          opinion, in each case addressed to each Lender;


                                        6





               (xii) the Owner  Trustee  and the Agent  shall be  satisfied,  in
          their  discretion,  that  the  acquisition  of each  Property  and the
          execution of the Mortgage Instruments and the other Security Documents
          will not  adversely  affect in any material  respect the rights of the
          Owner  Trustee,  the Holders,  the Agent or the Lenders  under or with
          respect  to the  Operative  Agreements  in effect  as of the  Property
          Closing Date (it being understood and acknowledged  that the Agent and
          the Owner  Trustee may require that the Lessee  deliver an  acceptable
          legal opinion in connection with this condition);

               (xiii) the Lessee shall have delivered to the Agent and the Owner
          Trustee,  respecting  each such  Property,  invoices  for the  various
          Transaction  Expenses  and  other  fees,  expenses  and  disbursements
          referenced in Section 9.1(a) or (b) of this Agreement and an Officer's
          Certificate  in the form attached  hereto as Exhibit B specifying  the
          aggregate Property Cost for such Property;

               (xiv) the Lessee shall have  delivered to the Agent and the Owner
          Trustee,  respecting each Property,  certificates of insurance meeting
          the requirements of Section 14.3 of the Lease;

               (xv) the  Lessor  shall  have  delivered  to the Agent a Mortgage
          Instrument and Lender  Financing  Statements with respect to each such
          Property in a form  reasonably  acceptable to the Agent and Lessee and
          all  necessary  recording  fees,  documentary  stamp  taxes or similar
          amounts  will  be  paid  in  connection  with  the  related   Mortgage
          Instrument  in an  amount  sufficient  to  cover  such  maximum  total
          Property  Cost,  or (in the case of the  recording tax with respect to
          the Mortgage  Instrument) in an amount required to be paid at the time
          of  recording  of such  instrument  (provided  that the  Lessee  shall
          promptly pay or reimburse any  Indemnified  Person for payment of, any
          additional  recording  tax that may be due at any time with respect to
          such instrument);

               (xvi) the Lessee shall have  delivered to the Lessor with respect
          to each such Property,  a Lease Supplement and a memorandum  regarding
          the  Lease  and  such  Lease   Supplement   (such   memorandum  to  be
          substantially  in the forms  attached to the Lease as Exhibit B and in
          each case in form suitable for recording);

               (xvii) the Lessee shall have delivered to the Lessor with respect
          to each such  Property  Lessor  Financing  Statements  executed by the
          Lessee and the Lessor;

               (xviii) all necessary (or in the reasonable  opinion of the Owner
          Trustee,   the  Agent,  or  their   respective   counsel,   advisable)
          Governmental  Actions,  in each case required by any law or regulation
          enacted, imposed or adopted on or prior to


                                        7





          each such date or by any change in facts or  circumstances on or prior
          to each such  date,  shall have been  obtained  or made and be in full
          force and effect;

               (xix) if any such  Property  is  subject to a Ground  Lease,  the
          Lessee  shall have caused a lease  memorandum  (in form and  substance
          satisfactory  to the  Agent)  to be  delivered  to the  Agent for such
          Ground Lease;

               (xx) counsel for the ground lessor of each such Property  subject
          to a Ground  Lease shall have issued to the Lessor,  the Agent and the
          Holders, an opinion satisfactory to the Agent;

               (xxi) the Lessee  shall  cause (i) Uniform  Commercial  Code lien
          searches,  tax lien searches and judgment lien searches regarding each
          of the Lessee and the Lessor to be conducted (and copies thereof to be
          delivered to the Agent and the Owner  Trustee) in the state and county
          (or other  jurisdiction)  in which  such  Property  is  located,  by a
          nationally  recognized search company  acceptable to the Owner Trustee
          and the Agent,  and (ii) the liens  referenced  in such lien  searches
          which are objectionable to the Owner Trustee or the Agent to be either
          removed or otherwise  handled in a manner  reasonably  satisfactory to
          the Owner Trustee and the Agent;

               (xxii)  the Agent  shall  have  received  on the later of (A) the
          respective  Property Closing Date or (B) 60 days following the Initial
          Closing  Date,  an  Appraisal  for such  Property  showing  that  such
          Property  has an  enterprise  value,  when  taken  together  with  the
          enterprise  value of all other  Properties  for which an Appraisal has
          been  obtained,  equal to at least  fifty  percent  (50%) of the total
          Property Cost of all  Properties and all  Improvements  constructed or
          expected to be constructed thereon; and

               (xxiii)  the Lessee  shall have  determined  (as set forth in the
          related  Requisition)  that such  Improvements  are appropriate to its
          business;  and the Agent shall have  consented  to such  Improvements,
          which consent shall not be unreasonably withheld or delayed.

     5.4.  Inspection of Documents;  Hold Harmless;  Removal of Properties.  Any
document  or  item  (including  without  limitation  any  environmental  report)
delivered  to the Agent shall be  available  for  inspection  at any time during
ordinary  business  hours upon  reasonable  notice by any Lender or Holder.  The
Agent shall not incur any liability to any Lender, any Holder, the Owner Trustee
or any other Person (and each Lender,  each  Holder,  the Owner  Trustee and the
Lessee hereby holds the Agent  harmless from any such  liability) as a result of
any such document or item, any  information  contained  therein,  the failure to
receive any such document, or the Agent's approval of any Property. In the event
the Majority Lenders determine that any environmental site assessment reveals an
Environmental Violation and they or the Agent so


                                        8





notify the Lessee,  then the Lessee  shall remedy or purchase  such  Property in
accordance with Sections 15.2, 16.1 and 16.2 of the Lease.

     SECTION 6. CONDITIONS OF THE INITIAL CLOSING.

     6.1.  Conditions  to  the  Lessor's  and  the  Holders'  Obligations.   The
obligations  of the  Lessor  and the  Holders  to  consummate  the  transactions
contemplated by this Agreement,  including the obligation to execute and deliver
the  applicable  Operative  Agreements  to which each is a party on the  Initial
Closing  Date,  are subject to (i) the accuracy and  correctness  on the Initial
Closing Date of the  representations  and warranties of the other parties hereto
contained herein,  (ii) the accuracy and correctness on the Initial Closing Date
of the  representations  and warranties of the other parties hereto contained in
any other  Operative  Agreement  or  certificate  delivered  pursuant  hereto or
thereto,  (iii) the performance by the other parties hereto of their  respective
agreements  contained  herein and in the other  Operative  Agreements  and to be
performed  by  them on or  prior  to the  Initial  Closing  Date  and  (iv)  the
satisfaction,  or waiver by the Lessor and the Holders,  of all of the following
conditions on or prior to the Initial Closing Date:

          (a) Each of the Operative Agreements to be entered into on the Initial
     Closing Date shall have been duly authorized, executed and delivered by the
     parties  thereto,  other  than the  Lessor,  and shall be in full force and
     effect,  and no Default or Event of Default  shall exist  thereunder  (both
     before and after  giving  effect to the  transactions  contemplated  by the
     Operative Agreements),  and the Lessor shall have received a fully executed
     copy of each of the Operative  Agreements (other than the Notes of which it
     shall have  received  specimens).  The Operative  Agreements  (or memoranda
     thereof),  any supplements thereto and any financing statements and fixture
     filings in connection  therewith required under the Uniform Commercial Code
     shall have been filed or shall be promptly  filed,  if  necessary,  in such
     manner as to enable the Lessee's  counsel to render its opinion referred to
     in Section 6.1(g) hereof;

          (b)  All  taxes,  fees  and  other  charges  in  connection  with  the
     execution,  delivery,  recording,  filing and registration of the Operative
     Agreements  shall have been paid or provision  for such payment  shall have
     been made to the reasonable satisfaction of the Lessor and the Agent;

          (c) No action or proceeding shall have been instituted,  nor shall any
     action or proceeding be threatened,  before any Governmental Authority, nor
     shall any order,  judgment  or decree  have been  issued or  proposed to be
     issued by any Governmental Authority (i) to set aside, restrain,  enjoin or
     prevent  the  full  performance  of this  Agreement,  any  other  Operative
     Agreement or any transaction  contemplated  hereby or thereby or (ii) which
     is reasonably likely to have a Material Adverse Effect;


                                        9





          (d) In the reasonable  opinion of the Lessor and the Holders and their
     counsel,  the transactions  contemplated by the Operative Agreements do not
     and will not violate any material  Legal  Requirements  and do not and will
     not subject the Lessor or the Holders to any materially  adverse regulatory
     prohibitions  or  constraints,  in each case enacted,  imposed,  adopted or
     proposed since the date hereof;

          (e) The Lessor and the Agent  shall each have  received  an  Officer's
     Certificate  of the Lessee,  dated as of the Initial  Closing  Date, in the
     form  attached  hereto as Exhibit D or in such other form as is  reasonably
     acceptable to such parties  stating that (i) each and every  representation
     and warranty of the Lessee  contained in the Operative  Agreements to which
     it is a party is true and correct in all material respects on and as of the
     Initial  Closing Date; (ii) no Default or Event of Default has occurred and
     is continuing under any Operative Agreement; (iii) each Operative Agreement
     to which  Lessee is a party is in full force and effect with respect to it;
     and (iv)  the  Lessee  has  performed  and  complied  with  all  covenants,
     agreements and conditions  contained  herein or in any Operative  Agreement
     required to be performed or complied  with by it on or prior to the Initial
     Closing Date;

          (f)  The  Lessor  and  the  Agent  shall  each  have  received  (i)  a
     certificate of the Secretary or an Assistant Secretary of the Lessee in the
     form  attached  hereto as Exhibit E or in such other form as is  reasonably
     acceptable  to  such  parties  attaching  and  certifying  as  to  (A)  the
     resolutions  of the Board of  Directors  of  Lessee  duly  authorizing  the
     execution,  delivery  and  performance  by Lessee of each of the  Operative
     Agreements  to  which  it is or will be a  party,  (B) its  certificate  of
     incorporation  and by-laws,  in each case  certified as of a recent date by
     the  Secretary  of State of the  State  of its  incorporation,  and (C) the
     incumbency  and  signature of persons  authorized to execute and deliver on
     its behalf the Operative  Agreements to which it is a party and (ii) a good
     standing  certificate from the appropriate  officer of the State of Alabama
     and each state in which any Property is located as to its good  standing in
     such state;

          (g) Counsel for the Lessee reasonably  acceptable to the other parties
     hereto  shall have  issued to the  Lessor,  the Agent,  the Lenders and the
     Holders  an  opinion  in the form  attached  hereto as Exhibit C or in such
     other form as is reasonably acceptable to such parties; and

          (h) As of the Initial Closing Date,  there shall not have occurred any
     material   adverse  change  in  the   consolidated   assets,   liabilities,
     operations,  business or  financial  condition  of the Lessee from that set
     forth in the audited financial  statements of the Lessee dated December 31,
     1997.

     6.2. Conditions to the Lessee's  Obligations.  The obligation of the Lessee
to consummate the  transactions  contemplated by this  Agreement,  including the
obligation  to execute  and deliver the  Operative  Agreements  to which it is a
party  on the  Initial  Closing  Date,  is  subject  to  (i)  the  accuracy  and
correctness on the Initial Closing Date of the representations and


                                       10





warranties of the other parties hereto contained  herein,  (ii) the accuracy and
correctness on the Initial Closing Date of the representations and warranties of
the  other  parties  hereto  contained  in  any  other  Operative  Agreement  or
certificate  delivered pursuant hereto or thereto,  (iii) the performance by the
other parties hereto of their respective  agreements contained herein and in the
other Operative Agreements,  in each case to be performed by them on or prior to
the Initial  Closing Date, and (iv) the  satisfaction or waiver by the Lessee of
all of the following conditions on or prior to the Initial Closing Date:

          (a) Each of the Operative Agreements to be entered into on the Initial
     Closing Date shall have been duly authorized, executed and delivered by the
     parties  thereto,  other  than the  Lessee,  and shall be in full force and
     effect,  and no Default,  other than  Defaults  of the Lessee,  shall exist
     thereunder,  and the Lessee shall have  received a fully  executed  copy of
     each of the Operative  Agreements  (other than Notes of which it shall have
     received a specimen);

          (b) In the  reasonable  opinion  of the Lessee  and its  counsel,  the
     transactions  contemplated  by the Operative  Agreements do not violate any
     material Legal  Requirements  and will not subject Lessee to any materially
     adverse  regulatory  prohibitions  or  constraints,  in each case  enacted,
     imposed, adopted or proposed since the date hereof;

          (c) No action or proceeding  shall have been  instituted nor shall any
     action or proceeding be threatened,  before any Governmental Authority, nor
     shall any order,  judgment  or decree  have been  issued or  proposed to be
     issued by any Governmental Authority (i) to set aside, restrain,  enjoin or
     prevent  the  full  performance  of this  Agreement,  any  other  Operative
     Agreement or any transaction  contemplated  hereby or thereby or (ii) which
     is reasonably likely to have a Material Adverse Effect;

          (d) The Lessee and the Agent  shall each have  received  an  Officer's
     Certificate  of the  Lessor  dated  as of such  Closing  Date  in the  form
     attached  hereto  as  Exhibit  F or in such  other  form  as is  reasonably
     acceptable  to  Lessee  and the  Agent,  stating  that (i)  each and  every
     representation  and  warranty  of the  Lessor  contained  in the  Operative
     Agreements  to which it is a party  is true  and  correct  on and as of the
     Initial Closing Date; (ii) each Operative  Agreement to which the Lessor is
     a party is in full  force and  effect  with  respect  to it,  and (iii) the
     Lessor has duly performed and complied with all  covenants,  agreements and
     conditions  contained herein or in any Operative  Agreement  required to be
     performed or complied with by it on or prior to the Initial Closing Date;

          (e)  The  Lessee  and  the  Agent  shall  each  have  received  (i)  a
     certificate of the Secretary, an Assistant Secretary, Trust Officer or Vice
     President of the Trust Company in the form attached  hereto as Exhibit G or
     in such other  form as is  reasonably  acceptable  to Lessee and the Agent,
     attaching  and  certifying  as to (A)  the  signing  resolutions,  (B)  its
     articles of  incorporation or other equivalent  charter  documents,  as the
     case may be, certified as of a recent date by an appropriate officer of the
     Trust Company, (C) its by-


                                       11





     laws and (D) the incumbency and signature of persons  authorized to execute
     and deliver on its behalf the  Operative  Agreements to which it is a party
     and (ii) a good standing certificate from the state of incorporation of the
     Trust Company; and

          (f)  Counsel for the Lessor  acceptable  to the other  parties  hereto
     shall have issued to the Lessee, the Holders,  the Lenders and the Agent an
     opinion in the form  attached  hereto as Exhibit H or in such other form as
     is reasonably acceptable to such parties.

     6.3. Conditions to the Agent's Obligations.  The obligation of the Agent to
consummate  the  transactions  contemplated  by this  Agreement  on the  Initial
Closing  Date,  including  the  obligation  to execute and  deliver  each of the
Operative  Agreements  to which it is a party on the Initial  Closing  Date,  is
subject to (i) the accuracy and  correctness on the Initial  Closing Date of the
representations  and  warranties of the other parties hereto  contained  herein,
(ii)  the  accuracy  and   correctness  on  the  Initial  Closing  Date  of  the
representations  and  warranties  of the other parties  hereto  contained in any
other Operative  Agreement or certificate  delivered pursuant hereto or thereto,
(iii) the performance by the other parties hereto of their respective agreements
contained  herein  and in the  other  Operative  Agreements,  in each case to be
performed  by them on or  prior  to the  Initial  Closing  Date,  and  (iv)  the
satisfaction,  or waiver by the Agent, of all of the following  conditions on or
prior to the Initial Closing Date:

          (a) Each of the Operative Agreements to be entered into on the Initial
     Closing Date shall have been duly authorized, executed and delivered by the
     parties  thereto,  other  than the  Agent,  and shall be in full  force and
     effect,  and no Default or Event of Default  shall exist  thereunder  (both
     before and after  giving  effect to the  transactions  contemplated  by the
     Operative  Agreements),  and the Agent shall have received a fully executed
     copy  of  each of the  Operative  Agreements  (including  the  Notes).  The
     Operative  Agreements (or memoranda  thereof),  any supplements thereto and
     any  financing  statements  and  fixture  filings in  connection  therewith
     required under the Uniform  Commercial  Code shall have been filed or shall
     be promptly filed,  if necessary,  in such manner as to enable the Lessor's
     counsel to render its opinion referred to in Section 6.2(f) hereof;

          (b) The  satisfaction  of each of the conditions set forth in Sections
     6.1(b), (c), (e), (f) and (h) and Sections 6.2(d), (e) and (f) hereof; and

          (c) In the  reasonable  opinion  of the  Agent  and its  counsel,  the
     transactions  contemplated by the Operative  Agreements do not and will not
     violate any material Legal Requirements and do not and will not subject the
     Agent or the Lenders to any materially adverse  regulatory  prohibitions or
     constraints,  in each case enacted,  imposed, adopted or proposed since the
     date hereof.


                                       12





     SECTION 7. REPRESENTATIONS AND WARRANTIES ON THE INITIAL CLOSING DATE.

     7.1.  Representations  and  Warranties of the Holders.  Effective as of the
Initial Closing Date, each of the Holders represents and warrants to each of the
other parties hereto that:

          (a) It is a banking corporation or banking  association,  or branch or
     agency thereof (the entity of which such Holder is a branch or agency being
     referred to in this Section 7.1 as the "Primary Institution"),  as the case
     may be, duly  organized,  validly  existing and in good standing  under the
     laws of the jurisdiction of its formation,  and has the power and authority
     to carry on its business as now conducted and to enter into and perform its
     obligations  under  each  Operative  Agreement  to which it is or will be a
     party and each other agreement,  instrument and document to be executed and
     delivered  by it on or before each Closing  Date in  connection  with or as
     contemplated  by each such Operative  Agreement to which it is or will be a
     party;

          (b)  The  execution,   delivery  and  performance  of  each  Operative
     Agreement  to which it is or will be a party have been duly  authorized  by
     all necessary action on its part (and on the part of any applicable Primary
     Institution)  and neither  the  execution  and  delivery  thereof,  nor the
     consummation of the transactions contemplated thereby, nor compliance by it
     with any of the terms and  provisions  thereof (i) requires or will require
     any approval of the  stockholders of, or approval or consent of any trustee
     or holder of any  indebtedness  or  obligations  of,  such  Holder  (or any
     applicable  Primary  Institution)  which have not been obtained and in full
     force and  effect,  (ii)  violates or will  violate  any Legal  Requirement
     applicable   to   or   binding   on   it   (or   any   applicable   Primary
     Institution)(except  no  representation or warranty is made as to any Legal
     Requirement to which it may be subject solely as a result of the activities
     of the Lessee) as of the date  hereof,  (iii)  violates or will  violate or
     result in any breach of or constitute any default  under,  or result in the
     creation of any Lien upon any  Property or any of the  Improvements  (other
     than Liens created by the Operative  Agreements)  under its  certificate of
     incorporation  or other  equivalent  charter  documents,  or any indenture,
     mortgage, chattel mortgage, deed of trust, conditional sales contract, bank
     loan or credit  agreement or other  agreement or instrument to which it (or
     any  applicable  Primary  Institution)  is a party  or by  which it (or any
     applicable  Primary  Institution) or its properties is bound or affected or
     (iv) requires or will require any  Governmental  Action by any Governmental
     Authority  (other than arising solely by reason of the business,  condition
     or activities of the Lessee or any Affiliate thereof or the construction or
     use of the Properties or the Improvements);

          (c) This Agreement and each other  Operative  Agreement to which it is
     or will be a party have been, or will be, duly executed and delivered by it
     and constitutes,  or upon execution and delivery will constitute,  a legal,
     valid  and  binding  obligation   enforceable  against  it  (including  any
     applicable  Primary  Institution)  in  accordance  with the terms  thereof,
     subject to the effect of any applicable bankruptcy, moratorium, insolvency,
     reorganization  or other  similar  laws  affecting  the  enforceability  of
     creditors'


                                       13





     rights generally and to the effect of general principles of equity (whether
     considered in a proceeding at law or in equity);

          (d) There is no action or  proceeding  pending  or, to its  knowledge,
     threatened  against it (or any applicable Primary  Institution)  before any
     Governmental Authority that questions the validity or enforceability of any
     Operative  Agreement  to  which it is or will  become  a party or that,  if
     adversely determined, would materially and adversely affect its ability (or
     that of any  applicable  Primary  Institution)  to perform its  obligations
     under the Operative Agreements to which it is a party;

          (e) It has not  assigned  or  transferred  any of its right,  title or
     interest  in or under the Lease  except in  accordance  with the  Operative
     Agreements;

          (f) No  Default  or Event of Default  under the  Operative  Agreements
     attributable to it has occurred and is continuing;

          (g) It is not a  "holding  company"  or a  "subsidiary  company"  of a
     "holding  company" or an  "affiliate"  of a "holding  company" or a "public
     utility"  within the meaning of the Public Utility  Holding  Company Act of
     1935, as amended,  or a "public  utility" within the meaning of the Federal
     Power Act,  as  amended.  It is not an  "investment  company"  or a company
     "controlled"  by  an  "investment   company"  within  the  meaning  of  the
     Investment Company Act or an "investment adviser" within the meaning of the
     Investment Advisers Act of 1940, as amended;

          (h) Except as otherwise  contemplated by the Operative Agreements,  it
     shall not,  nor shall it direct the Owner  Trustee to, use the  proceeds of
     any Loan or Holder  Advance  for any  purpose  other  than the  payment  of
     Transaction  Expenses  and  the  fees,  expenses  and  other  disbursements
     referenced in Sections  9.1(a) and (b) of this  Agreement,  the purchase or
     lease of the Property, the acquisition of Equipment and the construction of
     Improvements; and

          (i) It is  acquiring  its  interest  in the Trust  Estate  for its own
     account  (including  that  of  any  applicable  Primary   Institution)  for
     investment and not with a view to any distribution (as such term is used in
     Section  2(11) of the  Securities  Act)  thereof,  and if in the  future it
     should  decide  to  dispose  of  its  interest  in  the  Trust  Estate,  it
     understands  that it may do so only in compliance  with the  Securities Act
     and the rules and  regulations of the  Securities  and Exchange  Commission
     thereunder and any applicable state securities laws.  Neither it nor anyone
     authorized  to act on its behalf  has taken or will take any  action  which
     would  subject,  as a direct result of such action  alone,  the issuance or
     sale of any interest in any Property,  the Trust Estate or the Lease to the
     registration   requirements   of  Section  5  of  the  Securities  Act.  No
     representation  or warranty  contained in this Section 7.1(i) shall include
     or cover any  action or  inaction  of the Lessee or any  Affiliate  thereof
     whether or not  purportedly on behalf of the Holders,  the Owner Trustee or
     any of their Affiliates.


                                       14





     7.2.  Representations and Warranties of the Owner Trustee.  Effective as of
the Initial  Closing Date,  Trust Company in its individual  capacity and as the
Owner  Trustee,  as  indicated,  represents  and  warrants  to each of the other
parties hereto as follows, provided, that the representations in paragraphs (h),
(i), (j) and (k) below are made solely in its capacity as the Owner Trustee:

          (a) It is a  national  banking  association  duly  organized,  validly
     existing  and in good  standing  under  the laws of the  United  States  of
     America  and has the power and  authority  to enter  into and  perform  its
     obligations  under the Trust  Agreement and  (assuming  due  authorization,
     execution  and  delivery of the Trust  Agreement  by the  Holders)  has the
     corporate  and trust power and authority to act as the Owner Trustee and to
     enter into and perform the  obligations  under each of the other  Operative
     Agreements to which Trust Company or the Owner Trustee, as the case may be,
     is or will be a party and each other agreement,  instrument and document to
     be  executed  and  delivered  by it on  or  before  each  Closing  Date  in
     connection  with or as  contemplated  by each such  Operative  Agreement to
     which Trust Company or the Owner Trustee, as the case may be, is or will be
     a party;

          (b)  The  execution,   delivery  and  performance  of  each  Operative
     Agreement  to  which  it is or will be a party,  either  in its  individual
     capacity or  (assuming  due  authorization,  execution  and delivery of the
     Trust  Agreement by the Holders) as the Owner Trustee,  as the case may be,
     has been duly  authorized by all  necessary  action on its part and neither
     the  execution  and  delivery   thereof,   nor  the   consummation  of  the
     transactions  contemplated  thereby,  nor  compliance by it with any of the
     terms and  provisions  thereof (i) requires or will require any approval of
     its  stockholders,  or any approval or consent of any trustee or holders of
     any of its  indebtedness or obligations,  (ii) violates or will violate any
     current law,  governmental  rule or  regulation  relating to its banking or
     trust powers,  (iii) violates or will violate or result in any breach of or
     constitute  any default  under,  or result in the creation of any Lien upon
     any of  its  property  under,  (A)  its  charter  or  by-laws,  or (B)  any
     indenture,  mortgage,  chattel mortgage,  deed of trust,  conditional sales
     contract, bank loan or credit agreement or other agreement or instrument to
     which  it is a party  or by  which  it or its  properties  may be  bound or
     affected,  which violation,  breach, default or Lien under clause (B) would
     materially and adversely affect its ability,  in its individual capacity or
     as Owner Trustee, to perform its obligations under the Operative Agreements
     to which it is a party or (iv)  requires or will  require any  Governmental
     Action  by any  Governmental  Authority  regulating  its  banking  or trust
     powers;

          (c) The Trust  Agreement  and,  assuming  the Trust  Agreement  is the
     legal,  valid and binding  obligation of the Holders,  each other Operative
     Agreement to which the Trust Company or the Owner Trustee,  as the case may
     be,  is or  will be a party  have  been,  or will  be,  duly  executed  and
     delivered by Trust  Company or the Owner  Trustee,  as the case may be, and
     the Trust Agreement and each such other Operative  Agreement to which Trust
     Company or the Owner Trustee,  as the case may be, is a party  constitutes,
     or


                                       15





     upon  execution and delivery will  constitute,  a legal,  valid and binding
     obligation  enforceable  against Trust Company or the Owner Trustee, as the
     case may be, in accordance with the terms thereof;

          (d) There is no action or  proceeding  pending  or, to its  knowledge,
     threatened  to  which it is or will be a party,  either  in its  individual
     capacity or as the Owner Trustee,  before any Governmental  Authority that,
     if adversely determined, would materially and adversely affect its ability,
     in its individual  capacity or as Owner Trustee, to perform its obligations
     under the Operative Agreements to which it is a party or would question the
     validity or enforceability  of any of the Operative  Agreements to which it
     is or will become a party;

          (e) It has not  assigned  or  transferred  any of its right,  title or
     interest  in or under the Lease  except in  accordance  with the  Operative
     Agreements;

          (f) No  Default  or Event of Default  under the  Operative  Agreements
     attributable to it has occurred and is continuing;

          (g) Except as otherwise contemplated in the Operative Agreements,  the
     Owner Trustee  shall not use the proceeds of the Loans and Holder  Advances
     for any purpose  other than the  payment of  Transaction  Expenses  and the
     fees,  expenses and other  disbursements  referenced in Sections 9.1(a) and
     (b) of this  Agreement,  the  purchase  or  lease  of the  Properties,  the
     acquisition of Equipment and the acquisition of Improvements;

          (h) Neither the Owner  Trustee nor any Person  authorized by the Owner
     Trustee to act on its behalf has offered or sold any  interest in the Trust
     Estate or the Notes, or in any similar  security  relating to any Property,
     or in any security the offering of which for the purposes of the Securities
     Act would be deemed to be part of the same  offering as the offering of the
     aforementioned  securities to, or solicited any offer to acquire any of the
     same from,  any Person other than,  in the case of the Notes,  the Lenders,
     and  neither  the Owner  Trustee  nor any  Person  authorized  by the Owner
     Trustee to act on its behalf will take any action which would subject, as a
     direct result of such action alone, the issuance or sale of any interest in
     the  Trust  Estate  or the  Notes to the  provisions  of  Section  5 of the
     Securities  Act, or require the  qualification  of any Operative  Agreement
     under the Trust Indenture Act of 1939, as amended;

          (i) The Owner  Trustee's  chief  place of  business,  chief  executive
     office and office where the documents, accounts and records relating to the
     transactions  contemplated  by this  Agreement  and  each  other  Operative
     Agreement  are kept are  located at 79 South Main  Street,  Salt Lake City,
     Utah 84111;

          (j) The Owner Trustee is not engaged principally in, and does not have
     as one of its important  activities,  the business of extending  credit for
     the purpose of purchasing


                                       16





     or carrying  any margin  stock  (within the meaning of  Regulation U of the
     Board of Governors of the Federal Reserve System of the United States), and
     no part of the proceeds of the Loans or the Holder Advances will be used by
     it to purchase or carry any margin stock or to extend  credit to others for
     the  purpose of  purchasing  or carrying  any such margin  stock or for any
     purpose  that  violates,   or  is  inconsistent  with,  the  provisions  of
     Regulations T, U, or X of the Federal Reserve Board; and

          (k) The Owner  Trustee is not a  "holding  company"  or a  "subsidiary
     company" of a "holding company" or an "affiliate" of a "holding company" or
     a "public utility" within the meaning of the Public Utility Holding Company
     Act of 1935, as amended,  or a "public  utility"  within the meaning of the
     Federal  Power Act, as  amended.  The Owner  Trustee is not an  "investment
     company" or a company  "controlled"  by an "investment  company" within the
     meaning of the Investment Company Act or an "investment adviser" within the
     meaning of the Investment Advisers Act of 1940, as amended.

     7.3.  Representations  and  Warranties  of the Lessee.  Effective as of the
Initial  Closing Date,  the Lessee  represents and warrants to each of the other
parties hereto that:

          (a) It is a corporation  duly organized,  validly existing and in good
     standing under the laws of the State of Delaware;  each of its Subsidiaries
     is duly organized and validly  existing under the laws of the  jurisdiction
     of its  organization  and is duly  qualified  to do  business in each other
     jurisdiction  where the nature of its  business  makes  such  qualification
     necessary,  except  where  such  failure  to so  qualify  would  not have a
     Material  Adverse Effect.  The Lessee and each of its  Subsidiaries has the
     power and  authority to carry on its business as now conducted and to enter
     into and perform its obligations under each Operative Agreement to which it
     is or will be a party and each other agreement,  instrument and document to
     be  executed  and  delivered  by it on  or  before  each  Closing  Date  in
     connection  with or as  contemplated  by each such  Operative  Agreement to
     which it is or will be a party;

          (b) The execution,  delivery and performance by the Lessee and each of
     its  relevant  Subsidiaries  of  this  Agreement  and the  other  Operative
     Agreements to which each is or will be a party have been duly authorized by
     all  necessary  corporate  action on the part of the  Lessee  and each such
     Subsidiary  (including any necessary shareholder action), have received all
     necessary  governmental  approval,  and do not and will not (i) violate any
     Legal  Requirement,  decree,  judgment or award which is  applicable  to or
     binding on the Lessee or any of its Subsidiaries,  (ii) violate or conflict
     with,  or  result in a breach  of,  any  provision  of the  Certificate  of
     Incorporation,  By-Laws or other organizational  documents of the Lessee or
     any of its Subsidiaries, or any indenture, mortgage, chattel mortgage, deed
     of trust,  conditional sales contract, bank loan, credit agreement or other
     agreement,  instrument  or  document  to  which  the  Lessee  or any of its
     Subsidiaries  is a party or which is  binding  on the  Lessee or any of its
     Subsidiaries or any of their respective properties,  or (iii) result in, or
     require, the creation or imposition of any


                                       17





     Lien (other than pursuant to the terms of the Operative  Agreements) on any
     asset of the Lessee or any of its Subsidiaries;

          (c) Each of this Agreement and each other Operative Agreement to which
     the Lessee or any of its  Subsidiaries  is or will be a party has been,  or
     will  be,  duly  executed  and  delivered  by it and  constitutes,  or upon
     execution  and  delivery  will  constitute,  the legal,  valid and  binding
     obligation  of  the  Lessee  or  such  Subsidiary,  as  the  case  may  be,
     enforceable against it in accordance with the terms thereof. The Lessee and
     each of its relevant  Subsidiaries have each executed the various Operative
     Agreements required to be executed as of the Initial Closing Date;

          (d) Except as disclosed in the Lessee's annual report on Form 10-K for
     the year ended December 31, 1997, or the Lessee's  quarterly report on Form
     10-Q for the three months ended  September 30, 1998,  there are no actions,
     suits or proceedings (including, without limitation, any derivative action)
     pending or, to the knowledge of the Lessee,  threatened with respect to the
     Lessee  or  any  of its  Subsidiaries  which,  if  adversely  decided,  are
     reasonably  likely to result,  either  individually or  collectively,  in a
     Material Adverse Effect.  None of the Lessee or any of its Subsidiaries has
     any material  contingent  liabilities  not provided for or disclosed in the
     financial  statements referred to in Section 7.3(f),  which are required in
     accordance with GAAP to be reported in such financial statements;

          (e)  No  Governmental   Action  by  any   Governmental   Authority  or
     authorization,  registration,  consent,  approval,  waiver, notice or other
     action  by,  to or of any other  Person  is  required  to  authorize  or is
     required in connection  with (i) the execution,  delivery or performance of
     any Operative Agreement or (ii) the legality,  validity,  binding effect or
     enforceability of any Operative Agreement, in each case, except those which
     have been obtained and are in full force and effect;

          (f)  (i)  The  audited   consolidated   financial  statements  of  the
     Consolidated  Entities as at December 31,  1997,  copies of which have been
     furnished to the Agent and the Owner  Trustee,  were prepared in accordance
     with GAAP and fairly present the financial  condition of the Lessee and the
     other  Consolidated  Entities on a  consolidated  basis as of such date and
     their consolidated results of operations for the fiscal year then ended and
     (ii) the unaudited  consolidated  financial  statements as at September 30,
     1998,  copies  of which  have  been  furnished  to the  Agent and the Owner
     Trustee,  were prepared in accordance with GAAP (subject to normal year-end
     adjustments)  and fairly  present in all material  respects  the  financial
     condition  of the Lessee and its  Consolidated  Entities on a  consolidated
     basis as of such date and its  consolidated  results of operations  for the
     fiscal period then ended and such three-quarter period, respectively;

          (g) Since the date of the audited  financial  statements  described in
     Section 7.3(f),  there has been no event or occurrence  which has had or is
     reasonably likely to have a Material Adverse Effect;


                                       18





          (h) The Lessee knows of no proposed  material tax assessments  against
     it or any of its  Subsidiaries.  No  extension  of time for  assessment  or
     payment of any material federal, state or local tax by the Lessee or any of
     its Subsidiaries is in effect;

          (i) The execution and delivery of the  Operative  Agreements  will not
     involve any prohibited  transaction within the meaning of ERISA, the Lessee
     and each ERISA  Affiliate has fulfilled its  obligations  under the minimum
     funding  standards  imposed  by  ERISA  and  each is in  compliance  in all
     material  respects  with  the  applicable   provisions  of  ERISA,  and  no
     "Reportable Event," as defined in Section 4043(b) of Title IV of ERISA, has
     occurred  with respect to any plan  maintained  by the Lessee or any of its
     ERISA Affiliates.

          (j) Upon the  execution  and delivery of each Lease  Supplement to the
     Lease,  (i) the Lessee  will have  unconditionally  accepted  the  Property
     subject  to the  Lease  Supplement  and will  have a valid  and  subsisting
     leasehold  interest  in  the  Property,   subject  only  to  the  Permitted
     Exceptions, and (ii) no offset will exist with respect to any Rent or other
     sums payable under the Lease;

          (k)  Neither  the  Lessee  nor  any of its  Subsidiaries  has  filed a
     voluntary  petition  in  bankruptcy  or  been  adjudicated  a  bankrupt  or
     insolvent,  or filed any  petition or answer  seeking  any  reorganization,
     liquidation,   receivership,   dissolution  or  similar  relief  under  any
     bankruptcy,  receivership,  insolvency, or other law relating to relief for
     debtors,  or sought or consented to or acquiesced in the appointment of any
     trustee,  receiver,  conservator  or  liquidator  of all or any part of its
     properties  or  its  interest  in  any  Property.  No  court  of  competent
     jurisdiction has entered an order, judgment, or decree approving a petition
     filed  against  the  Lessee  or  any  of  its   Subsidiaries   seeking  any
     reorganization,   arrangement,  composition,   readjustment,   liquidation,
     dissolution  or  similar  relief  under any  federal  or state  bankruptcy,
     receivership,  insolvency or other law relating to relief for debtors,  and
     no  other  liquidator  has  been  appointed  for the  Lessee  or any of its
     Subsidiaries  or all or any part of its  properties  or its interest in any
     Property, and no such action is pending.  Neither the Lessee nor any of its
     Subsidiaries has given notice to any  Governmental  Authority or any Person
     of insolvency or pending insolvency, or suspension or pending suspension of
     operations;

          (l) Each of the Lessee and its Subsidiaries  owns marketable title to,
     or a subsisting leasehold interest in, all of its Properties free and clear
     of all Liens, except Permitted Liens;

          (m)  Neither  the  Lessee  nor  any  of  its  Subsidiaries  is  (a) an
     "investment company" or a company "controlled" by an "investment  company",
     within the meaning of the Investment Company Act or an "investment adviser"
     within the meaning of the Investment  Advisers Act of 1940, as amended,  or
     (b) a "holding company",  or a "subsidiary company" of a "holding company",
     or an "affiliate" of a "holding company" or of a "subsidiary  company" of a
     "holding company", or a "public utility", within the


                                       19





     meaning of the Public Utility Holding Company Act of 1935, as amended, or a
     "public utility" within the meaning of the Federal Power Act, as amended;

          (n)  Neither  the  Lessee  nor  any of  its  Subsidiaries  is  engaged
     principally in, or has as one of its important activities,  the business of
     extending credit for the purpose of purchasing or carrying any margin stock
     (within the meaning of Regulation U of the Federal Reserve  Board),  and no
     part of the proceeds of the Loans or the Holder  Advances  will be used for
     the purpose,  whether immediate,  incidental or ultimate,  of purchasing or
     carrying any margin stock or maintaining or extending  credit to others for
     such purpose,  or for any purpose that violates,  or is  inconsistent  with
     Regulations T, U, or X of the Federal Reserve Board;

          (o) The Lessee and each of its Subsidiaries has filed all material tax
     returns and  reports  required by Law to have been filed by it and has paid
     all Taxes and  governmental  charges thereby shown to be owing,  except any
     such Taxes or charges which are being diligently contested in good faith by
     appropriate proceedings and for which adequate reserves shall in accordance
     with GAAP have been set aside on its books;

          (p) To the best of the  knowledge of the Lessee,  after inquiry it has
     deemed  appropriate,   the  Lessee  and  each  Subsidiary  is  in  material
     compliance with all Environmental  Laws and Occupational  Safety and Health
     Laws where failure to comply could have a Material Adverse Effect.  Neither
     the Lessee nor any of its  Subsidiaries  has received  notice of any claims
     that any of them is not in  compliance  in all material  respects  with any
     Environmental  Law where  failure to comply  could have a Material  Adverse
     Effect;

          (q) The Lessee and each of its  Subsidiaries is in compliance with all
     statutes,  judicial and  administrative  orders,  permits and  governmental
     rules  and   regulations   which  are  material  to  its  business  or  the
     non-compliance  with which could  result in any material  fine,  penalty or
     liability;

          (r) No financial  statement,  document,  certificate  or other written
     communication  furnished to the Agent, the Owner Trustee, any Lender or any
     Holder by or on behalf of the Lessee or any Consolidated  Entity, or to the
     extent not a Consolidated  Entity any  Subsidiary,  in connection  with any
     Operative  Agreement  contains any untrue  statement of a material  fact or
     omits to state a material fact necessary to make the  statements  contained
     herein or therein not misleading. There is no fact known to the Lessee that
     materially adversely affects the business or condition of the Lessee or any
     Material  Group  that has not been  disclosed  herein or in such  financial
     statements; and

          (s)  Each of the  Arizona  Ground  Lease  Documents  to  which  TMC or
     Meditrust  is or will be a party has been,  or will be, duly  executed  and
     delivered  by it and  constitutes,  or upon  execution  and  delivery  will
     constitute, the legal, valid and binding


                                       20





     obligation of TMC or Meditrust,  as the case may be, enforceable against it
     in accordance with the terms thereof.

     7.4.  Representations  and  Warranties  of the Agent.  Effective  as of the
Initial  Closing Date,  the Agent  represents  and warrants to each of the other
parties hereto that:

          (a) It is a national  banking  association  duly organized and validly
     existing  under the laws of the United  States of America  and has the full
     power and  authority to enter into and perform its  obligations  under this
     Agreement  and each other  Operative  Agreement to which it is or will be a
     party;

          (b) The  execution,  delivery  and  performance  by the  Agent of this
     Agreement  and each other  Operative  Agreement to which it is or will be a
     party  are  not,  and  will  not be,  inconsistent  with  the  articles  of
     incorporation  or by-laws or other charter  documents of the Agent,  do not
     and will not  contravene  any applicable Law of the State of North Carolina
     or of the United States of America  governing its  activities  and will not
     contravene  any provision of, or constitute a default under any  indenture,
     mortgage,  contract or other  instrument to which it is a party or by which
     it or its properties  are bound,  or require any consent or approval of any
     Governmental  Authority under any applicable law, rule or regulation of the
     State of North  Carolina  or any federal  law,  rule or  regulation  of the
     United States of America governing its activities; and

          (c) Each of this Agreement and each other Operative Agreement to which
     it is a party  has been,  or when  executed  and  delivered  will be,  duly
     authorized by all necessary  corporate  action on the part of the Agent and
     has been,  or on such Closing Date will be, duly  executed and delivered by
     the Agent and,  assuming  the due  authorization,  execution  and  delivery
     hereof and thereof by the other parties hereto and thereto, will constitute
     a legal,  valid and  binding  obligation  enforceable  against the Agent in
     accordance with the terms thereof;

          (d) Except as otherwise contemplated by the Operative Agreements,  the
     Agent shall not, nor shall it direct the Owner Trustee to, use the proceeds
     of any Loan for any purpose other than the payment of Transaction  Expenses
     and the fees, expenses and other disbursements referenced in Section 9.1(a)
     and (b) of this  Agreement,  the purchase or lease of the  Properties,  the
     acquisition of Equipment and the acquisition of Improvements.

     SECTION 8. REPRESENTATIONS AND WARRANTIES ON ADVANCE DATES.

     8.1.  Representations  and  Warranties on Each Property  Closing Date.  The
Lessee  hereby  represents  and  warrants as of each  Property  Closing  Date as
follows:

          (a) The  representations and warranties of the Lessee set forth in the
     Operative  Agreements are true and correct in all material  respects on and
     as of the Property Closing


                                       21





     Date as if made on and as of such date. The Lessee and its Subsidiaries are
     in all material  respects in compliance with their  respective  obligations
     under the  Operative  Agreements  and there  exists no  Default or Event of
     Default  under any of the  Operative  Agreements.  No  Default  or Event of
     Default will occur under any of the Operative Agreements as a result of, or
     after giving effect to, the Advance  requested by the  Requisition  on such
     Property Closing Date;

          (b) The Properties are being acquired at a price that is not in excess
     of fair market value, and such Properties  consist of (i) Land and existing
     Improvements  thereon which  Improvements are either suitable for occupancy
     at the time or  acquisition  or will be renovated or modified in accordance
     with the terms of this Agreement, or (ii) Equipment. Each of the Properties
     is located at the site set forth on the applicable Requisition, which is in
     one of the Approved States;

          (c) Upon the  acquisition  of each Property on such  Property  Closing
     Date, and at all times thereafter, the Lessor will have marketable title to
     such Property,  as evidenced with respect to the Land by the issuance of an
     ALTA form owner's policy  showing title in the name of the Lessor,  subject
     only to  Permitted  Liens,  or such  Property  is  subject  to a valid  and
     enforceable Ground Lease;

          (d) The execution and delivery of each Operative  Agreement  delivered
     by the Lessee or any of its  Subsidiaries on such Property Closing Date and
     the  performance  of  the  obligations  of  the  Lessee  and  each  of  its
     Subsidiaries  under each Operative  Agreement have been duly  authorized by
     all  requisite  corporate  action  on  the  part  of  the  Lessee  or  such
     Subsidiary, as applicable;

          (e) Each Operative  Agreement  delivered on such Property Closing Date
     by the  Lessee  or any of its  Subsidiaries  has  been  duly  executed  and
     delivered by the Lessee or such Subsidiary;

          (f) Each  Operative  Agreement  delivered  by the Lessee or any of its
     Subsidiaries  on such Property  Closing Date is a legal,  valid and binding
     obligation of the Lessee or such  Subsidiary,  as  applicable,  enforceable
     against the Lessee or such  Subsidiary,  as applicable,  in accordance with
     its respective terms;

          (g) Upon filing of each of the UCC Financing  Statements (with respect
     to the Property  being  acquired) in the filing  offices  designated by the
     Lessee,  such UCC  Financing  Statements  will  have  been  filed  with the
     appropriate  Governmental  Authorities  in  order  to  perfect  a  security
     interest in the Property described therein (to the extent perfection can be
     obtained by filing under the UCC);

          (h) Upon filing in the filing  offices  designated by the Lessee,  the
     Lender  Financing  Statements,  together with an assignment to the Agent of
     the filed Lessor Financing Statements,  will perfect a valid first priority
     security interest (in favor of the


                                       22





     Agent,  for the benefit of itself,  the Lenders and the Holders) in all the
     Properties  and other  collateral  described  therein  in which a  security
     interest or mortgage  can be  perfected  by filing  under the UCC, and upon
     filing,  the Lessor  Financing  Statements will protect  Lessor's  interest
     under  the  Lease to the  extent  the  Lease is a  security  agreement  and
     mortgage;

          (i) No portion of any  Property  being  acquired by the Lessor on such
     Property  Closing Date is located in an area  identified as a special flood
     hazard area by the Federal Emergency  Management Agency or other applicable
     agency,  or if any such  Property  is  located in an area  identified  as a
     special flood hazard area by any such agency, then flood insurance has been
     obtained for such Property in accordance  with Section 14.2(b) of the Lease
     and in  accordance  with the  National  Flood  Insurance  Act of  1968,  as
     amended.

          (j) None of the Property consists of Tangible Personal Property;  and,
     without  limitation  the  generality of the first clause of this  paragraph
     (j), the aggregate Property Cost of any "Personal  Property" (as defined in
     the Arizona Ground Lease) located at, or included in, the Arizona  Property
     does not exceed $3,000,000;

          (k) The Lessee has obtained insurance coverage for each Property being
     acquired  by the  Lessor  on such  Property  Closing  Date  which  meet the
     requirements  of Article  XIV of the Lease and all of such  coverage  is in
     full force and effect;

          (l) Each  Property  being  acquired  by the  Lessor  on such  Property
     Closing  Date  complies  with all Legal  Requirements  (including,  without
     limitation, all zoning and land use laws and Environmental Laws), except to
     the extent that failure to comply  therewith would not,  individually or in
     the aggregate, have a Material Adverse Effect;

          (m) All consents, licenses, permits,  authorizations,  assignments and
     building  permits  required as of the date on which such Advance is made by
     all Legal Requirements or pursuant to the terms of any contract, indenture,
     instrument or agreement for construction, completion, occupancy, operation,
     leasing or  subleasing of each Property with respect to which an Advance is
     being made have been  obtained and are in full force and effect,  except to
     the extent that the failure to so obtain would not,  individually or in the
     aggregate, have a Material Adverse Effect;

          (n) All Improvements comply with all applicable Legal Requirements and
     Insurance Requirements (including,  without limitation, all zoning and land
     use laws and  Environmental  Laws),  except to the  extent  the  failure to
     comply  therewith  would  not,  individually  or in the  aggregate,  have a
     Material  Adverse Effect.  Such  Improvements do not encroach in any manner
     onto any adjoining land (except as permitted by express written  easements)
     and such  Improvements  and the use  thereof by the Lessee and its  agents,
     assignees,  employees,  invitees,  lessees, licensees and tenants comply in
     all respects with all applicable  Legal  Requirements  (including,  without
     limitation,  all  applicable  Environmental  Laws and  building,  planning,
     zoning and fire codes), except to


                                       23





     the extent the failure to comply  therewith  would not,  individually or in
     the  aggregate,  have a  Material  Adverse  Effect.  There are no  material
     defects to such Improvements including,  without limitation,  the plumbing,
     heating,  air  conditioning  and electrical  systems thereof and all water,
     sewer,  electric,  gas,  telephone  and drainage  facilities  and all other
     utilities  required  to  adequately  service  such  Improvements  for their
     intended use will be available  pursuant to adequate permits (including any
     that may be required under applicable  Environmental  Laws),  except to the
     extent that failure to obtain any such permit would not, individually or in
     the aggregate,  have a Material Adverse Effect. There is no action, suit or
     proceeding  (including any proceeding in  condemnation or eminent domain or
     under any  Environmental  Law)  pending  or, to the best  knowledge  of the
     Lessee,  threatened  which  adversely  affects  the  title  to, or the use,
     operation  or value of, such  Properties.  No fire or other  casualty  with
     respect to such  Properties has occurred  which has had a Material  Adverse
     Effect. All utilities serving the related Properties,  or proposed to serve
     the related Properties in accordance with the Plans and Specifications, are
     located  in  (or  will  be  located  in)  and  vehicular   access  to  such
     Improvements  is  provided  by (or  will be  provided  by),  either  public
     rights-of-way  abutting each related  Property or Appurtenant  Rights.  All
     licenses, approvals, authorizations,  consents, permits (including, without
     limitation,  building,  demolition  and  environmental  permits,  licenses,
     approvals,  authorizations  and  consents),  easements  and  rights-of-way,
     including  proof  of  dedication,  required  for  (i) the  use,  treatment,
     storage, transport,  disposal or disposition of any Hazardous Substance on,
     at, under or from the real property underlying such Improvements during the
     construction  of  such  Improvements  and the  use  and  operation  of such
     Improvements  following such  construction,  (ii) the  construction of such
     Improvements in accordance with the Plans and  Specifications and (iii) the
     use and operation of such Improvements following such construction with the
     applicable  Equipment which such Improvements  support for the purposes for
     which they were intended  have either been  obtained  from the  appropriate
     Governmental  Authorities or from private  parties,  as the case may be, or
     will be obtained  from the  appropriate  Governmental  Authorities  or from
     private  parties,  as the  case  may  be,  prior  to  commencing  any  such
     construction or use and operation, as applicable;

          (o) Construction of  Improvements,  if any, to date has been performed
     in  a  good  and  workmanlike  manner  in  compliance  with  all  Insurance
     Requirements  and Legal  Requirements,  except to the extent  noncompliance
     with any Legal  Requirements  would not,  individually or in the aggregate,
     have a Material Adverse Effect;

          (p) When  completed,  the  Improvements  shall be  wholly  within  any
     building  restriction lines (unless  consented to by applicable  Government
     Authorities), however established; and

          (q) The Advance is secured by the Lien of the Security Documents,  and
     the  Lessee has not  received  any notice of, or taken any action to incur,
     any Lien against the applicable Improvements other than Permitted Liens;


                                       24





          (r) All  conditions  precedent  contained in this Agreement and in the
     other Operative  Agreements  relating to the Initial Closing Date have been
     substantially satisfied.

     SECTION 9. PAYMENT OF CERTAIN EXPENSES.

     9.1. Transaction Expenses.

          (a) Lessor agrees on the Initial  Closing Date, to pay, or cause to be
     paid, all reasonable fees,  expenses and disbursements of the various legal
     counsels for the Lessor and the Agent in connection  with the  transactions
     contemplated  by the Operative  Agreements and incurred in connection  with
     the Initial Closing Date,  including all Transaction  Expenses  (arising in
     connection with the Initial Closing Date),  and all other  reasonable fees,
     expenses and disbursements in connection with the Initial Closing Date, and
     including,  without  limitation,  all  fees,  taxes  and  expenses  for the
     recording,  registration and filing of documents;  provided,  however, that
     the Lessor shall pay such amounts  described in this Section 9.1(a) only if
     (i) such amounts are properly  described in a  Requisition  delivered on or
     before such date (or, in the absence of such a Requisition, if requested by
     the Agent), subject to Section 5.2(c), and (ii) funds are made available by
     the Lenders  and the  Holders in  connection  with such  Requisition  in an
     amount sufficient to allow such payment. On the Initial Closing Date, after
     delivery and receipt of the Requisition referenced in Section 4.2(a) hereof
     and  satisfaction  of the other  conditions  precedent  for such date,  the
     Holders shall make Holder  Advances and the Lenders shall make Loans to the
     Lessor  to pay for the  Transaction  Expenses,  fees,  expenses  and  other
     disbursements  referenced in this Section 9.1(a).  The Lessee agrees to pay
     all amounts  referred to in this  Section  9.1(a) to the extent not paid by
     Lessor.

          (b) Lessor agrees on each Property Closing Date to pay, or cause to be
     paid, all reasonable fees,  expenses and disbursements of the various legal
     counsels for the Lessor and the Agent in connection  with the  transactions
     contemplated by the Operative Agreements and billed in connection with such
     Property  Closing Date,  including all  Transaction  Expenses  arising with
     respect to such Property Closing Date, all fees, expenses and disbursements
     incurred  with  respect to the various  items  referenced  in Sections  5.3
     (including  without  limitation the cost of any Appraisals or environmental
     site  assessments,  any developer's  fees, any premiums for title insurance
     policies  and  charges  for any  updates  to such  policies)  and all other
     reasonable  fees,  expenses  and  disbursements  in  connection  with  such
     Property Closing Date, including, without limitation, all expenses relating
     to and all fees  (including  brokers' fees),  taxes  (including any and all
     stamp,   transfer  or  similar  taxes)  and  expenses  for  the  recording,
     registration and filing of documents;  provided,  however, the Lessor shall
     pay such amounts  described in this Section 9.1(b) only if (i) such amounts
     are properly  described in a Requisition  delivered on the applicable  date
     (or,  in the  absence of such a  Requisition,  if  requested  by the Agent,
     subject to Section 5.2(c), and (ii) funds are made available by the Lenders
     and


                                       25





     the Holders in connection with such Requisition in an amount  sufficient to
     allow such  payment.  On each Property  Closing Date after  delivery of the
     applicable  Requisition in satisfaction of the other  conditions  precedent
     for such date,  the  Holders  shall make a Holder  Advance  and the Lenders
     shall make Loans to the Lessor to pay for the Transaction  Expenses,  fees,
     expenses and other  disbursements  referenced in this Section  9.1(b).  The
     Lessee agrees to pay all amounts  referred to in this Section 9.1(b) to the
     extent not paid by the Lessor.

     9.2.  Certain Fees and  Expenses.  Lessee agrees to pay or cause to be paid
(i) the initial and annual Owner  Trustee's fee and all  reasonable  expenses of
the Owner Trustee and any necessary  co-trustees  (including  without limitation
reasonable counsel fees and expenses) or any successor owner trustee, for acting
as owner  trustee  under  the Trust  Agreement,  (ii) all  reasonable  costs and
expenses  incurred by the Lessee,  the Agent,  the  Lenders,  the Holders or the
Lessor in entering into any future  amendments or  supplements  requested by the
Lessee  with  respect to any of the  Operative  Agreements,  whether or not such
amendments or supplements are ultimately  entered into, or giving or withholding
of  waivers of  consents  hereto or thereto  which  have been  requested  by the
Lessee,  and (iii) all reasonable costs and expenses incurred by the Lessor, the
Lessee, the Holders, the Lenders or the Agent in connection with the enforcement
of any  Operative  Agreement  or any  exercise of remedies  under any  Operative
Agreement or any  purchase of any Property by the Lessee  pursuant to Article XX
of the Lease.

     9.3.  Commitment  Fee.  The  Lessee  agrees to pay (a) to the Agent for the
account of each Lender a commitment fee (the "Lender  Commitment  Fee"), and (b)
to the Owner  Trustee  for the  account  of each  Holder a  commitment  fee (the
"Holder Commitment Fee"), in each case during the Commitment Period, computed at
a rate per annum  equal to the  Applicable  Commitment  Fee Rate on the  average
daily amount,  with respect to each Lender, of the Available  Commitment of such
Lender and, with respect to each Holder,  of the Available Holder  Commitment of
such Holder  during the period for which payment is made,  payable  quarterly in
arrears on each  Commitment Fee Payment Date,  commencing on the first such date
to occur after the  Initial  Closing  Date.  Lender  Commitment  Fees and Holder
Commitment  Fees  shall be  calculated  on the basis of a  360-day  year for the
actual days elapsed.  Notwithstanding  the  foregoing,  so long as any Lender or
Holder fails (in violation of the Operative  Agreements)  to make  available any
portion of its Commitment or Holder Commitment when requested, such Person shall
not be entitled to receive  payment of its pro rata share of its  Commitment Fee
or Holder  Commitment  Fee (as the case may be) until  such  Person  shall  make
available such portion. Each such fee shall be calculated on the basis of a year
of 360 days for the actual  number of days  elapsed.  If all or a portion of any
Commitment Fee or Holder Commitment Fee shall not be paid when due, such overdue
amount shall bear interest, payable by the Lessee on demand, at a rate per annum
equal to the Base Rate plus 2%,  from the date of such  non-payment  until  such
amount is paid in full (as well as before judgment).


                                       26





     SECTION 10. OTHER COVENANTS AND AGREEMENTS.

     10.1.  Cooperation with the Lessee. The Holders,  the Owner Trustee (at the
direction  of the  Holders)  and  the  Agent  shall,  to the  extent  reasonably
requested by the Lessee (but without assuming additional  liabilities on account
thereof), at the Lessee's expense,  cooperate with the Lessee in connection with
its covenants contained herein including,  without  limitation,  at any time and
from time to time,  upon the request of the Lessee,  promptly and duly executing
and  delivering  any and all such further  instruments,  documents and financing
statements  (and  continuation  statements  related  thereto)  as the Lessee may
reasonably request in order to perform such covenants.

     10.2.  Covenants of the Owner  Trustee and the  Holders.  Each of the Owner
Trustee  and the  Holders  hereby  agree  that so long as this  Agreement  is in
effect:

          (a) None of the  Holders  and the  Owner  Trustee  (both in its  trust
     capacity and in its individual  capacity) will create or permit to exist at
     any time,  and each of the Holders and the Owner  Trustee  will, at its own
     cost and  expense,  promptly  take such action  (and notify  Lessee of such
     action)  as  may  be  necessary  duly  to  discharge,  or  to  cause  to be
     discharged,  all  Lessor  Liens  attributable  to  it  on  the  Properties;
     provided,  however,  that the  Holders and the Owner  Trustee  shall not be
     required  to  discharge  any  such  Lessor  Lien  while  the  same is being
     contested in good faith by appropriate proceedings diligently prosecuted so
     long as (a) such  proceedings  shall not  involve  any  material  danger of
     impairment  of  the  Liens  of  the  Security  Documents  or of  the  sale,
     forfeiture  or loss of,  any  Property  or title  thereto  or any  interest
     therein  or the  payment  of  Rent,  and (b)  such  proceedings  shall  not
     materially  interfere with the disposition of any Property or title thereto
     or interest therein or the payment of Rent.

          (b)  Without  prejudice  to any right of the Owner  Trustee  under the
     Trust  Agreement  to resign  (subject to the  requirement  set forth in the
     Trust  Agreement  that  such  resignation  shall not be  effective  until a
     successor  shall have agreed to accept such  appointment),  or the Holders'
     rights under the Trust Agreement to remove the institution  acting as Owner
     Trustee  (after  consent to such  removal by the Agent as  provided  in the
     Trust  Agreement),  each of the Holders and the Owner Trustee hereby agrees
     with the  Lessee  and the Agent (i) not to  terminate  or revoke  the trust
     created by the Trust  Agreement  except as permitted by Article VIII of the
     Trust  Agreement,  (ii) not to amend,  supplement,  terminate  or revoke or
     otherwise  modify any provision of the Trust  Agreement in such a manner as
     to adversely affect the rights of the Lessee or the Agent without the prior
     written  consent of such party and (iii) to comply with all of the terms of
     the Trust Agreement, the nonperformance of which would adversely affect any
     such party;

          (c) The Owner Trustee or any successor may resign or be removed by the
     Holders as Owner Trustee,  a successor Owner Trustee may be appointed and a
     corporation may become the Owner Trustee under the Trust Agreement, only in


                                       27





     accordance  with the  provisions of Article IX of the Trust  Agreement and,
     with  respect to such  appointment,  with the consent of the Lessee,  which
     consent shall not be unreasonably withheld, conditioned or delayed;

          (d) The Owner  Trustee,  in its  capacity as Owner  Trustee  under the
     Trust  Agreement,  and not in its individual  capacity,  shall not contract
     for, create,  incur or assume any indebtedness,  or enter into any business
     or  other  activity,   other  than  pursuant  to  or  under  the  Operative
     Agreements;

          (e) The Holders will not instruct the Owner Trustee to take any action
     in violation of the terms of any Operative Agreement;

          (f) Neither any Holder nor the Owner  Trustee  shall (i)  commence any
     case,  proceeding  or other action with respect to the Owner  Trustee under
     any  existing  or future  law of any  jurisdiction,  domestic  or  foreign,
     relating   to   bankruptcy,   insolvency,   reorganization,    arrangement,
     winding-up,  liquidation,  dissolution,  composition  or other  relief with
     respect  to it or its  debts,  or  (ii)  seek  appointment  of a  receiver,
     trustee,  custodian  or other  similar  official  with respect to the Owner
     Trustee or for all or any substantial benefit of the creditors of the Owner
     Trustee; and neither any Holder nor the Owner Trustee shall take any action
     in  furtherance   of,  or  indicating  its  consent  to,  approval  of,  or
     acquiescence in, any of the acts set forth in this paragraph;

          (g) The Owner  Trustee  shall give prompt notice to the Lessee and the
     Agent if the Owner  Trustee's  chief place of  business or chief  executive
     office, or the office where the records concerning the accounts or contract
     rights  relating to any Property are kept,  shall cease to be located at 79
     South Main Street,  Salt Lake City,  Utah 84111,  or if it shall change its
     name;

          (h)  Provided  that no Lease  Default or Lease  Event of  Default  has
     occurred and is continuing, neither the Owner Trustee nor any Holder shall,
     without the prior written  consent of the Lessee,  consent to or permit any
     amendment,  supplement or other modification of the terms and provisions of
     the Credit Agreement or the Notes;

          (i)  Neither  the Owner  Trustee  nor any Holder  shall  consent to or
     permit any  amendment,  supplement or other  modification  of the terms and
     provisions  of any  Operative  Agreement,  in each case  without  the prior
     written  consent of the Agent  except as  described in Section 10.5 of this
     Agreement; and

          (j) The Owner  Trustee (i) shall take such  actions and shall  refrain
     from taking such actions with respect to the  Operative  Agreements  or the
     Properties and shall grant such approvals and otherwise act or refrain from
     acting with respect to the Operative  Agreements or the  Properties in each
     case as  directed  in writing by the Agent or, to the  extent  required  by
     Section 10.5 hereof, the Lessee,  notwithstanding any contrary  instruction
     or absence of instruction by any Holder or Holders; and (ii) shall not take
     any


                                       28





     action,  grant any  approvals or otherwise act under or with respect to the
     Operative  Agreements  or any matters  relating to the  Properties  without
     first  obtaining the prior written consent of the Agent (and without regard
     to any  contrary  instruction  or absence of  instruction  by any  Holder);
     provided,  however,  that  notwithstanding the foregoing provisions of this
     subparagraph  (j)  the  Owner  Trustee,  the  Agent  and the  Holders  each
     acknowledge, covenant and agree that, with respect to all matters under the
     Operative  Agreements that require the consent or concurrence of all of the
     Lenders  pursuant to the terms of Section 9.1 of the Credit  Agreement (the
     "Unanimous  Vote  Matters"),  neither the Owner Trustee nor the Agent shall
     act or refrain from acting with respect to any Unanimous  Vote Matter until
     such party has  received  the  approval of each Lender and each Holder with
     respect thereto.

     10.3. Lessee Covenants, Consent and Acknowledgement.

          (a) Lessee acknowledges and agrees that the Owner Trustee, pursuant to
     the  terms  and  conditions  of the  Security  Agreement  and the  Mortgage
     Instruments,  shall create Liens respecting the various personal  property,
     fixtures and real property described therein in favor of the Agent.  Lessee
     hereby irrevocably consents to the creation,  perfection and maintenance of
     such Liens.

          (b) Lessor hereby instructs Lessee, and Lessee hereby acknowledges and
     agrees,  that  until  such time as the Loans are paid in full and the Liens
     evidenced by the Security Agreement and the Mortgage  Instruments have been
     released, (i) any and all Rent and any and all other amounts of any kind or
     type under any of the Operative  Agreements due and owing or payable to the
     Lessor or the Owner  Trustee shall instead be paid directly to the Agent or
     as the Agent may direct from time to time and (ii)  Lessee  shall cause all
     notices,  certificates,  financial  statements,  communications  and  other
     information  which is  delivered,  or is required to be  delivered,  to the
     Lessor,  the Owner  Trustee or any Holder also to be  delivered at the same
     time to the Agent.

          (c) Lessee shall not consent to or permit any amendment, supplement or
     other  modification  of the terms or provisions of any Operative  Agreement
     without,  in each case,  obtaining the prior  written  consent of the Agent
     and, to the extent  required  by the proviso at the end of Section  10.2(j)
     hereof, each of the Holders.

          (d) Except as  otherwise  contemplated  by the  Operative  Agreements,
     neither  the Owner  Trustee  nor the Lessee  shall use the  proceeds of any
     Holder  Advance  for any  purpose  other than the  payment  of  Transaction
     Expenses  and the fees,  expenses  and other  disbursements  referenced  in
     Section  9.1(a) and (b) of this  Agreement,  the  purchase  or lease of the
     Properties,   the   acquisition   of  Equipment  and  the   acquisition  of
     Improvements;

          (e) The  Lessee  shall not permit  any of the  Property  to consist of
     Tangible  Personal  Property;  and,  without limiting the generality of the
     first clause of this paragraph


                                       29





     (e),  the  Lessee  shall not  permit  the  aggregate  Property  Cost of any
     "Personal Property" (as defined in the Arizona Ground Lease) located at, or
     included in, the Arizona Property to exceed $3,000,000;

          (f) The Lessee agrees that aggregate appraised enterprise value of all
     Properties as shown in the most recent Appraisals of each Property received
     by the Agent pursuant to Section 5.3(b) or otherwise  shall at all times be
     greater  than  or  equal  to 50%  of the  aggregate  Property  Cost  of all
     Properties;  and any Appraisal obtained to comply with this provision shall
     be at the Lessee's sole cost and expense.

          (g) The Lessee  agrees to perform each of the  Incorporated  Covenants
     and any other  covenants set forth in (or  incorporated  by reference into)
     Article XXVIII of the Lease, in accordance with their respective terms.

          (h) The  Lessee  shall not  create or permit to exist at any time (and
     the Lessee shall, at its own expense,  take such action as may be necessary
     to duly discharge, or cause to be discharged) any Lien against any Property
     other than Permitted Liens.

          (i) The Lessee shall  perform or shall cause to be  performed,  within
     sixty (60) days after the Initial Closing Date, all actions  recommended or
     required by the Existing  Environmental  Reports,  such  performance  to be
     satisfactory to the Agent in its reasonable discretion.

          (j) The Lessee  shall pay (when and as due) any fees  pursuant  to the
     Fee Letter.

     10.4. Sharing of Certain Payments. The parties hereto acknowledge and agree
that all  payments  due and owing by the Lessee to the Lessor under the Lease or
any of the other  Operative  Agreements  shall be made by the Lessee directly to
the Agent as more particularly  provided in Section 10.3 hereof. The Holders and
the Agent,  on behalf of the Lenders,  acknowledge the terms of Section 8 of the
Credit Agreement  regarding the allocation of payments and other amounts made or
received  from time to time under the  Operative  Agreements  and agree all such
payments  and amounts are to be allocated as provided in Section 8 of the Credit
Agreement.  In connection  therewith the Holders hereby (a) appoint the Agent to
act as collateral  agent for the Holders in connection  with the Lien granted by
the  Mortgage  Instruments  and other  Security  Documents  to secure the Holder
Amount and (b)  acknowledge and agree and direct that the rights and remedies of
the  beneficiaries  of the Lien of the Mortgage  Instruments  and other Security
Documents  shall be  exercised  by the Agent on behalf  of the  Lenders  and the
Holders  as  directed  from  time to time by the  Lenders  without  notice to or
consent from the Holders.

     10.5. Grant of Easements, etc. The Agent and the Holders hereby agree that,
so long as no Event of Default shall have occurred and be continuing,  and until
such time as the Agent gives  instructions to the contrary to the Owner Trustee,
the Owner Trustee shall, from time to


                                       30





time  at  the  request  of the  Lessee,  in  connection  with  the  transactions
contemplated by the Lease or the other Operative Agreements, (i) grant easements
and other rights in the nature of easements  with respect to any Property,  (ii)
release existing  easements or other rights in the nature of easements which are
for the  benefit of any  Property,  (iii)  execute and deliver to any Person any
instrument  appropriate  to confirm or effect such grants or releases,  and (iv)
execute  and  deliver  to any  Person  such  other  documents  or  materials  in
connection  with the  acquisition,  development  or operation  of any  Property,
including,  without  limitation,   reciprocal  easement  agreements,   operating
agreements,  development  agreements,  plats, replats or subdivision  documents;
provided,  that each of the agreements and documents referred to in this Section
10.5 shall be of the type normally executed by the Lessee in the ordinary course
of the Lessee's  business,  or consistent  with local practice or as required by
local governmental authorities, and shall be on commercially reasonable terms so
as not to diminish the value of any Property in any material respect.

     SECTION 11. CREDIT AGREEMENT AND TRUST AGREEMENT.

     11.1.  Lessee's Credit Agreement  Rights.  Notwithstanding  anything to the
contrary contained in the Credit Agreement,  the Agent, the Lessee and the Owner
Trustee hereby agree that, prior to the occurrence and continuation of any Lease
Default or Lease Event of Default the Lessee (as  designated  below)  shall have
the following rights:

          (a) the Lessee shall have the right to give the notice  referred to in
     Section 2.3 of the Credit  Agreement,  to designate  the account to which a
     borrowing under the Credit Agreement is to be credited  pursuant to Section
     2.3 of the Credit Agreement;

          (b) the  Lessee  shall  have the  right to  terminate  or  reduce  the
     Commitments  pursuant to Section 2.5(a) of the Credit Agreement and to make
     an Extension Request pursuant to Section 2.5(c) of the Credit Agreement;

          (c) the Lessee  shall have the right to exercise  the  conversion  and
     continuation options pursuant to Section 2.7 of the Credit Agreement;

          (d) the Lessee  shall have the right to approve  any  successor  agent
     pursuant to Section 7.8 of the Credit Agreement;

          (e) the Lessee shall have the right to consent to any  assignment by a
     Lender to which the Lessor has the right to consent pursuant to Section 9.8
     of the Credit Agreement; and

          (f) without  limiting  the  foregoing  clauses (a) through (e), and in
     addition thereto, provided that no Event of Default then exists, the Lessee
     shall have the right to exercise any other right of the Owner Trustee under
     the  Credit  Agreement  upon not less than five (5)  Business  Days'  prior
     written notice from the Lessee to the Owner Trustee and the Agent.


                                       31





     11.2.  Lessee's Trust  Agreement  Rights.  Notwithstanding  anything to the
contrary contained in the Trust Agreement, the Lessee, the Owner Trustee and the
Holders hereby agree that, prior to the occurrence and continuation of any Lease
Default or Lease Event of Default the Lessee (as  designated  below)  shall have
the following rights:

          (a) the Lessee  shall have the right to exercise  the  conversion  and
     continuation options pursuant to Section 3.8 of the Trust Agreement;

          (b) no removal of the Owner  Trustee  and  appointment  of a successor
     Owner Trustee  pursuant to Section 9.1 of the Trust Agreement shall be made
     without  the prior  written  consent  (not to be  unreasonably  withheld or
     delayed) of the Lessee; and

          (c) the Holders and the Owner Trustee  shall not amend,  supplement or
     otherwise  modify any provision of the Trust  Agreement in such a manner as
     to  adversely  affect the rights of the Lessee  without  the prior  written
     consent (not to be unreasonably withheld or delayed) of the Lessee.

     SECTION 12. TRANSFER OF INTEREST.

     12.1.  Restrictions on Transfer.  The Holders may,  directly or indirectly,
assign, convey or otherwise transfer any of their right, title or interest in or
to the Trust Estate or the Trust Agreement with the prior written consent of the
Agent,  and  (provided  no  Default  or Event of  Default  has  occurred  and is
continuing)  the Lessee and (only if such assignee is not a Lender) the Majority
Lenders  (which  consent  in each case  shall not be  unreasonably  withheld  or
delayed); provided that such consents shall not be required for an assignment to
a Lender or an affiliate of a Lender. The Owner Trustee may, subject to the Lien
of the applicable Security Documents, but only with the prior written consent of
the Agent,  the  Holders  (which  consent  may be  withheld  by the Agent or the
Holders in their sole  discretion)  and (provided no Default or Event of Default
has occurred and is  continuing)  the Lessee,  directly or  indirectly,  assign,
convey,  appoint an agent with respect to enforcement of, or otherwise  transfer
any of the Owner Trustee's right,  title or interest in or to any Property,  the
Lease, the Trust Agreement, this Agreement (including,  without limitation,  any
right to  indemnification  thereunder),  or any  other  document  relating  to a
Property or any  interest in a Property as provided in the Trust  Agreement  and
the Lease. The provisions of the immediately  preceding sentence shall not apply
to the obligations of the Owner Trustee to transfer the Properties to the Lessee
or a third party  purchaser  pursuant to Article  XXII of the Lease upon payment
for such  Properties in accordance  with each of the terms and conditions of the
Lease.

     12.2.  Effect  of  Transfer.  From  and  after  any  transfer  effected  in
accordance with this Section 12, the transferor shall be released, to the extent
of such transfer,  from its liability hereunder and under the other documents to
which it is a party in respect of  obligations  to be  performed on or after the
date of such  transfer;  provided,  however,  that any  transferor  Holder shall
remain  liable  under  Article XI of the Trust  Agreement to the extent that the
transferee  Holder  shall not have  assumed the  obligations  of the  transferor
Holder thereunder. Upon any


                                       32





transfer by the Owner Trustee or a Holder as above provided, any such transferee
shall assume the  obligations of the Owner Trustee and Lessor or the obligations
of a  Holder,  as the case may be,  and  shall be  deemed  an  "Owner  Trustee",
"Lessor" or "Holder", as the case may be, for all purposes of such documents and
each reference  herein to the transferor  shall thereafter be deemed a reference
to such  transferee  for all  purposes,  except  as  provided  in the  preceding
sentence.  Notwithstanding  any transfer of all or a portion of the transferor's
interest as provided in this Section 12, the transferor shall be entitled to all
benefits accrued and all rights vested prior to such transfer including, without
limitation, rights to indemnification under any such document.

     SECTION 13. INDEMNIFICATION.

     13.1. General Indemnity.

          (a) Whether or not any of the transactions  contemplated  hereby shall
     be consummated,  the Indemnity  Provider  hereby assumes  liability for and
     agrees to defend, indemnify and hold harmless each Indemnified Person on an
     After Tax Basis  from and  against  any  Claims  which may be  imposed  on,
     incurred by or asserted  against an Indemnified  Person by any other Person
     in any way relating to or arising or alleged to arise out of the execution,
     delivery,  performance or enforcement of this  Agreement,  the Lease or any
     other Operative Agreement or on or with respect to any Property or any part
     thereof,  including,  without limitation,  Claims in any way relating to or
     arising  or  alleged  to  arise  out of  (i)  the  financing,  refinancing,
     purchase,   acceptance,   rejection,   ownership,   design,   construction,
     refurbishment,  development,  delivery, acceptance,  nondelivery,  leasing,
     subleasing,  possession, use, operation, maintenance, repair, modification,
     transportation,  condition, sale, return,  repossession (whether by summary
     proceedings or otherwise),  or any other disposition of a Property,  or any
     part thereof,  including the  acquisition,  holding or  disposition  of any
     interest in any  Property,  lease or agreement  comprising a portion of any
     thereof;  (ii) any latent or other  defect in any  property  whether or not
     discoverable by an Indemnified Person or the Indemnity Provider;  (iii) any
     Environmental Claim, any violation of Environmental Laws, or any other loss
     of or damage to any property or the  environment  relating to any Property,
     the Lease or the Indemnity Provider; (iv) the Operative Agreements,  or any
     transaction  contemplated  thereby;  (v) any breach by the Lessee of any of
     its  representations or warranties under the Operative  Agreements to which
     it is a party or failure by the Lessee to perform or observe  any  covenant
     or agreement to be performed by it under any of the  Operative  Agreements;
     (vi)  the  transactions  contemplated  hereby  or by  any  other  Operative
     Agreement,  in respect of the application of Parts 4 and 5 of Subtitle B of
     Title I of ERISA;  (vii) any  personal  injury,  death or property  damage,
     including without  limitation Claims based on strict or absolute  liability
     in tort; (viii) any easement,  right,  agreement or document referred to in
     Section 10.5 of this  Agreement;  or (ix) any Lien on any  Property  (other
     than Liens created by the Operative  Agreements).  The foregoing  indemnity
     shall not apply to a Claim imposed on,  incurred by or asserted  against an
     Indemnified  Person to the  extent  such  Claim  arises  from (A) the gross
     negligence, willful misconduct or willful


                                       33





     breach  of  such  Indemnified   Person,  or  (B)  the  negligence  of  such
     Indemnified  Person unless such Indemnified Person is (1) the Owner Trustee
     or the Trust  Company,  (2) a Holder and the claim is brought  against such
     Holder in its  capacity  as such or arises from its role as a Holder or (3)
     any successor, director, shareholder,  officer, employee or agent of any of
     the foregoing.

          (b) If a written  Claim is made against any  Indemnified  Person or if
     any  proceeding  shall  be  commenced   against  such  Indemnified   Person
     (including  a  written  notice  of such  proceeding)  for any  Claim,  such
     Indemnified  Person shall promptly notify the Indemnity Provider in writing
     and shall not take action with respect to such Claim without the consent of
     the  Indemnity  Provider  for thirty  (30) days  after the  receipt of such
     notice by the Indemnity Provider;  provided,  however, that, in the case of
     any such Claim,  if action  shall be required  by law or  regulation  to be
     taken prior to the end of such 30-day period, such Indemnified Person shall
     endeavor, in such notice to the Indemnity Provider, to inform the Indemnity
     Provider of such shorter period,  and no action shall be taken with respect
     to such Claim  without the consent of the Indemnity  Provider  before seven
     (7) days before the end of such shorter period; provided, further, that the
     failure of such Indemnified  Person to give the notices referred to in this
     sentence shall not diminish the Indemnity  Provider's  obligation hereunder
     except to the  extent  such  failure  materially  precludes  the  Indemnity
     Provider from contesting such Claim.

          (c) If,  within  thirty  (30) days of receipt of such  notice from the
     Indemnified  Person (or such shorter period as the  Indemnified  Person has
     notified the Indemnity  Provider is required by law or  regulation  for the
     Indemnified  Person to respond to such Claim), the Indemnity Provider shall
     request in writing that such Indemnified  Person respond to such Claim, the
     Indemnified Person shall, at the expense of the Indemnity Provider, in good
     faith  conduct and control such action  (including,  without  limitation by
     pursuit  of  appeals)  (provided,  however,  that (A) if such  Claim can be
     pursued  by the  Indemnity  Provider  on  behalf  of or in the name of such
     Indemnified  Person,  the Indemnified  Person, at the Indemnity  Provider's
     request,  shall  allow the  Indemnity  Provider  to conduct and control the
     response  to such Claim and (B) in the case of any Claim,  the  Indemnified
     Person may  request  the  Indemnity  Provider  to conduct  and  control the
     response  to such Claim  (with  counsel  to be  selected  by the  Indemnity
     Provider and consented to by such Indemnified  Person,  such consent not to
     be unreasonably withheld,  conditioned or delayed; provided,  however, that
     any Indemnified  Person may retain  separate  counsel at the expense of the
     Indemnity  Provider in the event of a conflict)) by, in the sole discretion
     of the Person  conducting and controlling  the response to such Claim,  (1)
     resisting payment thereof, (2) not paying the same except under protest, if
     protest  is  necessary  and  proper,  (3) if the  payment  be  made,  using
     reasonable efforts to obtain a refund thereof in appropriate administrative
     and judicial proceedings,  or (4) taking such other action as is reasonably
     requested by the Indemnity Provider from time to time.


                                       34





          (d) The party  controlling  the response to any Claim shall consult in
     good   faith   with  the   non-controlling   party  and   shall   keep  the
     non-controlling party reasonably informed as to the conduct of the response
     to such Claim; provided, that all decisions ultimately shall be made in the
     discretion of the controlling party, except that the Indemnity Provider may
     not  agree  to any  dismissal  or  settlement  of,  or other  agreement  in
     connection  with,  any claim  without  the prior  written  consent  of such
     Indemnified  Person,  if such  dismissal,  settlement  or  agreement  would
     require any admission or acknowledgment of any culpability or wrongdoing by
     such  Indemnified  Person  or  provide  for any  nonmonetary  relief  to be
     performed by such Indemnified Person. The parties agree that an Indemnified
     Person may at any time decline to take  further  action with respect to the
     response to such Claim and may settle such Claim if such Indemnified Person
     shall waive its rights to any indemnity  from the  Indemnity  Provider that
     otherwise  would be payable in respect of such Claim (and any future Claim,
     the  pursuit of which is  precluded  by reason of such  resolution  of such
     Claim) and shall pay to the Indemnity  Provider any amount  previously paid
     or advanced by the Indemnity  Provider pursuant to this Section 13.1 by way
     of  indemnification or advance for the payment of any amount regarding such
     Claim other than expenses of the action relating to such Claim.

          (e) Notwithstanding the foregoing  provisions of this Section 13.1, an
     Indemnified  Person  shall  not be  required  to  take  any  action  and no
     Indemnity  Provider  shall be  permitted to respond to any Claim in its own
     name or that of the  Indemnified  Person unless (i) the Indemnity  Provider
     shall have agreed to pay and shall pay to such Indemnified Person on demand
     and on an After Tax Basis all  reasonable  costs,  losses and expenses that
     such  Indemnified  Person  actually  incurs in connection  with such Claim,
     including,   without  limitation,  all  reasonable  legal,  accounting  and
     investigatory  fees and  disbursements,  (ii) the Indemnified  Person shall
     have  reasonably  determined that the action to be taken will not result in
     any material  danger of sale,  forfeiture or loss of any  Property,  or any
     part thereof or interest  therein,  will not interfere  with the payment of
     Rent,  and will not  result in risk of  criminal  liability,  (iii) if such
     Claim shall  involve the payment of any amount prior to the  resolution  of
     such Claim, the Indemnity  Provider shall provide to the Indemnified Person
     an  interest-free  advance  in an  amount  equal  to the  amount  that  the
     Indemnified  Person is required to pay (with no  additional  net  after-tax
     cost to such Indemnified Person),  (iv) in the case of a Claim that must be
     pursued in the name of an Indemnified Person (or an Affiliate thereof), the
     Indemnity  Provider  shall  have  provided  to such  Indemnified  Person an
     opinion of  independent  counsel  selected  by the  Indemnified  Person and
     reasonably satisfactory to the Indemnity Provider stating that a reasonable
     basis  exists to  contest  such  Claim,  and (v) such  claim is  covered by
     insurance and no Event of Default shall have occurred and be continuing. In
     addition,  an Indemnified Person shall not be required to contest any Claim
     in its name (or that of an Affiliate) if the subject  matter  thereof shall
     be of a continuing  nature and shall have previously been decided adversely
     by a court of competent  jurisdiction pursuant to the contest provisions of
     this  Section  13.1,  unless  there  shall  have  been a change  in law (or
     interpretation  thereof) and the Indemnified Person shall have received, at
     the  Indemnity  Provider's  expense,  an  opinion  of  independent  counsel
     selected by the Indemnified


                                       35





     Person and reasonably  acceptable to the Indemnity Provider stating that as
     a result of such  change  in law (or  interpretation  thereof),  it is more
     likely than not that the Indemnified Person will prevail in such contest.

     13.2. General Tax Indemnity.

          (a) The Indemnity  Provider  shall pay and assume  liability  for, and
     does hereby agree to  indemnify,  protect and defend each  Property and all
     Indemnified  Persons, and hold them harmless against, all Impositions on an
     After Tax Basis.

          (b) (i)  Subject  to the  terms  of  Section  13.2(f),  the  Indemnity
          Provider shall pay or cause to be paid all Impositions directly to the
          taxing  authorities  where  feasible and otherwise to the  Indemnified
          Person,  as appropriate,  and the Indemnity  Provider shall at its own
          expense, upon such Indemnified Person's reasonable request, furnish to
          such  Indemnified   Person  copies  of  official   receipts  or  other
          satisfactory proof evidencing such payment.

               (ii) In the case of Impositions for which no contest is conducted
          pursuant to Section  13.2(f)  and which the  Indemnity  Provider  pays
          directly to the taxing  authorities,  the Indemnity Provider shall pay
          such  Impositions  prior to the latest time  permitted by the relevant
          taxing  authority for timely  payment.  In the case of Impositions for
          which the Indemnity  Provider  reimburses an Indemnified  Person,  the
          Indemnity  Provider  shall do so within thirty (30) days after receipt
          by the  Indemnity  Provider  of  demand  by  such  Indemnified  Person
          describing in reasonable  detail the nature of the  Imposition and the
          basis  for  the  demand  (including  the  computation  of  the  amount
          payable).  In the case of Impositions for which a contest is conducted
          pursuant to Section  13.2(f),  the Indemnity  Provider  shall pay such
          Impositions or reimburse such Indemnified Person for such Impositions,
          to the extent not previously paid or reimbursed pursuant to subsection
          (a),  prior  to the  latest  time  permitted  by the  relevant  taxing
          authority for timely  payment after  conclusion of all contests  under
          Section 13.2(f).

               (iii)  Impositions  imposed  with  respect  to a  Property  for a
          billing  period  during  which the Lease  expires or  terminates  with
          respect to such Property (unless the Lessee has exercised the Purchase
          Option  with  respect to such  Property  or the  Lessee has  otherwise
          purchased  such  Property)  shall be adjusted  and prorated on a daily
          basis  between the Indemnity  Provider and the Lessor,  whether or not
          such  Imposition  is  imposed  before  or  after  such  expiration  or
          termination and each party shall pay its pro rata share thereof.

               (iv) At the  Indemnity  Provider's  request,  the  amount  of any
          indemnification   payment  by  the  Indemnity   Provider  pursuant  to
          subsection  (a) shall be  verified  and  certified  by an  independent
          public accounting firm mutually  acceptable to the Indemnity  Provider
          and the Indemnified Person. The fees and


                                       36





          expenses of such independent  public  accounting firm shall be paid by
          the Indemnity  Provider  unless such  verification  shall result in an
          adjustment  in the  Indemnity  Provider's  favor of 15% or more of the
          payment as computed by the Indemnified  Person, in which case such fee
          shall be paid by the Indemnified Person.

          (c) The  Indemnity  Provider  shall be  responsible  for preparing and
     filing any real and  personal  property  or ad  valorem  tax  returns  with
     respect to each  Property.  In case any other report or tax return shall be
     required  to be made  with  respect  to any  obligations  of the  Indemnity
     Provider  under or arising out of subsection (a) and of which the Indemnity
     Provider has knowledge or should have knowledge, the Indemnity Provider, at
     its sole cost and expense,  shall notify the relevant Indemnified Person of
     such  requirement  and  (except if such  Indemnified  Person  notifies  the
     Indemnity Provider that such Indemnified Person intends to file such report
     or return) (A) to the extent  required or permitted by and consistent  with
     Legal Requirements, make and file in Indemnity Provider's name such return,
     statement  or  report;  and  (B) in the  case  of any  other  such  return,
     statement  or report  required  to be made in the name of such  Indemnified
     Person,  advise  such  Indemnified  Person  of such fact and  prepare  such
     return, statement or report for filing by such Indemnified Person or, where
     such  return,  statement  or report  shall be required to reflect  items in
     addition to any obligations of the Indemnity  Provider under or arising out
     of  subsection  (a),  provide  such  Indemnified  Person  at the  Indemnity
     Provider's  expense  with  information  sufficient  to permit such  return,
     statement or report to be properly made with respect to any  obligations of
     the  Indemnity  Provider  under or  arising  out of  subsection  (a).  Such
     Indemnified Person shall, upon the Indemnity  Provider's request and at the
     Indemnity   Provider's  expense,   provide  any  data  maintained  by  such
     Indemnified Person (and not otherwise available to or within the control of
     the Indemnity  Provider)  with respect to any Property  which the Indemnity
     Provider  may  reasonably  require to prepare any  required  tax returns or
     reports.

          (d) If as a result of the payment or  reimbursement  by the  Indemnity
     Provider of any  Imposition or other  reasonable  expenses of the Lessor or
     the payment of any  Transaction  Expenses  incurred in connection  with the
     transactions  contemplated  by the Operative  Agreements,  the Lessor,  the
     Holders,  partners of any Holder,  or  shareholders  of such  partners of a
     partnership which is a partner of such Holder,  shall suffer a net increase
     in any federal, state or local income tax liability, the Indemnity Provider
     shall indemnify such Persons  (without  duplication of any  indemnification
     required  by  subsection  (a)) on an After Tax Basis for the amount of such
     increase.  The calculation of any such net increase shall take into account
     any  current  or future  tax  savings  (including  any net  operating  loss
     carry-forward)  realized  or  reasonably  expected  to be  realized by such
     Person in respect thereof, as well as any interest, penalties and additions
     to tax  payable by such  Lessor,  or such  Holder,  or such  Affiliate,  in
     respect thereof.

          (e) As between the Indemnity  Provider on one hand,  and the Lessor or
     the  Agent,  any  Lender or any  Holder on the other  hand,  the  Indemnity
     Provider shall be


                                       37





     responsible  for,  and the  Indemnity  Provider  shall  indemnify  and hold
     harmless  the Lessor,  the Agent,  the  Lenders  and each  Holder  (without
     duplication of any indemnification  required by subsection (a)) on an After
     Tax Basis against,  any obligation for United States or foreign withholding
     taxes imposed in respect of payments on the Notes or  Certificates  or with
     respect to Rent payments  under the Lease (and,  if the Lessor,  the Agent,
     any Lender or any Holder receives a demand for such payment from any taxing
     authority,  the Indemnity Provider shall discharge such demand on behalf of
     the Lessor, the Agent, such Lender or such Holder); provided, however, that
     the  right of any  Lender to make a claim for  indemnification  under  this
     Section  13.2(e) is  subject  to the  compliance  by such  Lender  with the
     requirements of Section 2.13 of the Credit Agreement.

          (f) (i) If a written Claim is made against any Indemnified  Person, or
          if any proceeding shall be commenced  against such Indemnified  Person
          (including a written notice of such proceeding),  for any Impositions,
          such Indemnified  Person shall promptly notify the Indemnity  Provider
          in writing  and shall not take  action  with  respect to such Claim or
          proceeding  without the consent of the  Indemnity  Provider for thirty
          (30) days after the receipt of such notice by the Indemnity  Provider;
          provided,  however, that, in the case of any such Claim or proceeding,
          if action shall be required by law or  regulation to be taken prior to
          the end of such 30- day period, such Indemnified Person shall, in such
          notice to the Indemnity  Provider,  inform the  Indemnity  Provider of
          such shorter period, and no action shall be taken with respect to such
          Claim or  proceeding  without  the consent of the  Indemnity  Provider
          before seven (7) days before the end of such shorter period; provided,
          further,  that the  failure  of such  Indemnified  Person  to give the
          notices  referred to this  sentence  shall not diminish the  Indemnity
          Provider's  obligation  hereunder  except to the extent  such  failure
          materially  precludes the  Indemnity  Provider  from  contesting  such
          Claim.

               (ii) If,  within  thirty (30) days of receipt of such notice from
          the  Indemnified  Person (or such  shorter  period as the  Indemnified
          Person has  notified  the  Indemnity  Provider  is  required by law or
          regulation for the Indemnified  Person to commence such contest),  the
          Indemnity  Provider  shall  request in writing  that such  Indemnified
          Person contest such Imposition,  the Indemnified  Person shall, at the
          expense of the Indemnity  Provider,  in good faith conduct and control
          such contest (including,  without  limitation,  by pursuit of appeals)
          relating to the validity,  applicability  or amount of such Imposition
          (provided,   however,   that  (A)  if  such  contest  can  be  pursued
          independently  from any other proceeding  involving a tax liability of
          such  Indemnified  Person,  the Indemnified  Person,  at the Indemnity
          Provider's request,  shall allow the Indemnity Provider to conduct and
          control  such  contest  and  (B)  in the  case  of  any  contest,  the
          Indemnified  Person may request the Indemnity  Provider to conduct and
          control such  contest  (with  counsel to be selected by the  Indemnity
          Provider and consented to by such Indemnified Person, such consent not
          to be unreasonably withheld, conditioned or


                                       38





          delayed;  provided,  however,  that any Indemnified  Person may retain
          separate counsel at the expense of the Indemnity Provider in the event
          of a conflict))  by, in the sole  discretion of the Person  conducting
          and controlling such contest,  (1) resisting payment thereof,  (2) not
          paying the same except  under  protest,  if protest is  necessary  and
          proper, (3) if the payment be made, using reasonable efforts to obtain
          a  refund   thereof  in   appropriate   administrative   and  judicial
          proceedings,  or  (4)  taking  such  other  action  as  is  reasonably
          requested by the Indemnity Provider from time to time.

               (iii) The party  controlling  any contest  shall  consult in good
          faith   with   the   non-controlling   party   and   shall   keep  the
          non-controlling  party  reasonably  informed as to the conduct of such
          contest;  provided, that all decisions ultimately shall be made in the
          sole  discretion of the controlling  party.  The parties agree that an
          Indemnified Person may at any time decline to take further action with
          respect to the contest of any  Imposition  and may settle such contest
          if such  Indemnified  Person  shall waive its rights to any  indemnity
          from the Indemnity Provider that otherwise would be payable in respect
          of such Imposition (and any future Claim by any taxing authority,  the
          contest of which is  precluded  by reason of such  resolution  of such
          contest) and shall pay to the Indemnity Provider any amount previously
          paid or advanced by the  Indemnity  Provider  pursuant to this Section
          13.2 by way of  indemnification  or  advance  for the  payment  of any
          amount regarding such Imposition other than expenses of such contest.

               (iv)  Notwithstanding  the  foregoing  provisions of this Section
          13.2, an  Indemnified  Person shall not be required to take any action
          and no Indemnity Provider shall be permitted to contest any Imposition
          in its  own  name or that of the  Indemnified  Person  unless  (A) the
          Indemnity  Provider  shall  have  agreed  to pay and shall pay to such
          Indemnified  Person on demand and on an After Tax Basis all reasonable
          costs,  losses and  expenses  that such  Indemnified  Person  actually
          incurs in  connection  with  contesting  such  Imposition,  including,
          without limitation, all reasonable legal, accounting and investigatory
          fees  and  disbursements,   (B)  the  Indemnified  Person  shall  have
          reasonably  determined  that the action to be taken will not result in
          any material  danger of sale,  forfeiture or loss of any Property,  or
          any part  thereof or interest  therein,  will not  interfere  with the
          payment of Rent,  and will not result in risk of  criminal  liability,
          (C) if such contest shall involve the payment of the Imposition  prior
          to or during the contest,  the Indemnity Provider shall provide to the
          Indemnified Person an interest-free  advance in an amount equal to the
          Imposition  that the  Indemnified  Person is  required to pay (with no
          additional net after-tax cost to such Indemnified  Person), (D) in the
          case of a Claim  that must be  pursued  in the name of an  Indemnified
          Person (or an Affiliate  thereof),  the Indemnity  Provider shall have
          provided  to such  Indemnified  Person an opinion of  independent  tax
          counsel selected by the Indemnified Person and reasonably satisfactory
          to the Indemnity  Provider  stating that a reasonable  basis exists to
          contest such Claim, and (E) no Event of Default


                                       39





          shall have occurred and be  continuing.  In addition,  an  Indemnified
          Person shall not be required to contest any claim in its name (or that
          of  an  Affiliate)  if  the  subject  matter  thereof  shall  be  of a
          continuing  nature and shall have previously been decided adversely by
          a court of competent  jurisdiction  pursuant to the contest provisions
          of this Section 13.2, unless there shall have been a change in law (or
          interpretation   thereof)  and  the  Indemnified   Person  shall  have
          received,   at  the  Indemnity   Provider's  expense,  an  opinion  of
          independent  tax  counsel  selected  by  the  Indemnified  Person  and
          reasonably  acceptable  to the  Indemnity  Provider  stating that as a
          result of such change in law (or interpretation  thereof),  it is more
          likely  than not that the  Indemnified  Person  will  prevail  in such
          contest.

     13.3.  Environmental  Indemnity.  Without  limiting the  generality  of the
foregoing,  whether  or  not  the  transactions  contemplated  hereby  shall  be
consummated,  the Indemnity  Provider hereby assumes liability for and agrees to
defend,  indemnify  and hold harmless  each  Indemnified  Person on an After Tax
Basis from and  against  any  Claims  which may be imposed  on,  incurred  by or
asserted  against  an  Indemnified  Person by any other  Person  (but not to the
extent such Claims arise from the gross negligence or willful misconduct of such
Indemnified Person) in any way relating to or arising, or alleged (by any Person
asserting  such a Claim  against an  Indemnified  Person)  to arise,  out of any
Environmental  Claim, any violation of Environmental  Laws, or any other loss of
or damage to any Property or the environment  (including  without limitation the
presence on any Property of wetlands,  tidelands or swamp or overflow  lands, or
any  condition  arising  from or  affecting  any  Property  or  arising  from or
affecting  any lands nearby or adjacent to any Property that has or threatens to
have any adverse effect upon human health or the environment at such Property or
upon the use or value of such Property),  in each case relating to any Property,
the Lease or the Indemnity Provider.

     SECTION 14. MISCELLANEOUS.

     14.1. Survival of Agreements. The representations,  warranties,  covenants,
indemnities  and  agreements  of the  parties  provided  for  in  the  Operative
Agreements,  and the  parties'  obligations  under  any and all  thereof,  shall
survive the  execution  and  delivery  of this  Agreement,  the  transfer of any
Property  to  the  Owner  Trustee,   the  acquisition  of  any  Equipment,   the
construction of any  Improvements,  any disposition of any interest of the Owner
Trustee in any Property or any  interest of the Holders in the Owner Trust,  the
payment of the Notes and any disposition  thereof,  and shall be and continue in
effect notwithstanding any investigation made by any party and the fact that any
party may waive compliance with any of the other terms, provisions or conditions
of any of the  Operative  Agreements.  Except as otherwise  expressly  set forth
herein or in other Operative Agreements, the indemnities of the parties provided
for in the Operative  Agreements  shall survive the expiration or termination of
any thereof.

     14.2. No Broker,  etc. Each of the parties hereto  represents to the others
that it has not retained or employed any broker,  finder or financial adviser to
act on its behalf in connection with this  Agreement,  nor has it authorized any
broker,  finder or financial adviser retained or employed by any other Person so
to act. Any party who is in breach of this representation shall


                                       40





indemnify  and hold the other  parties  harmless  from and against any liability
arising out of such breach of this representation.

     14.3. Notices.  Unless otherwise specifically provided herein, all notices,
consents, directions, approvals, instructions, requests and other communications
required or  permitted  by the terms  hereof to be given to any Person  shall be
given in  writing  by  United  States  certified  or  registered  mail  (postage
prepaid),  by nationally recognized courier service, by hand or by telecopy with
confirming  notice and any such notice shall become  effective  upon receipt and
shall be directed to the address of such Person as indicated:

If to the Lessee, to it at the following address:

                  HEALTHSOUTH CORPORATION
                  One HealthSouth Parkway
                  Birmingham, Alabama 35243
                  Attention: Michael D. Martin
                  Telephone No.: (205) 969-4712
                  Telecopy No.:   (205) 969-4629

With a copy to:

                  HEALTHSOUTH CORPORATION
                  One HealthSouth Parkway
                  Birmingham, Alabama 35243
                  Attention: Leif Murphy
                  Telephone No.: (205) 969-6056
                  Telecopy No.:   (205) 969-6837

If to the Owner Trustee, to it at the following address:

                  First Security Bank, National Association
                  79 South Main Street
                  Salt Lake City, Utah 84111
                  Attention:  Val T. Orton
                  Telephone No.: (801) 246-5208
                  Telecopy No.:  (801) 246-5053


                                       41





If to NationsBank,  National Association,  as a Holder or a Lender, to it at the
following address:

                  NationsBank, N.A.
                  NationsBank Corporate Center
                  100 North Tryon Street, 8th Floor
                  Charlotte, North Carolina 28255
                  Attn:   Philip S. Durand
                  Telephone No.: (704) 386-4955
                  Telecopy No.: (704) 388-0960

with all notices of requests for Holder Advances, or conversion, continuation or
prepayment of any Holder Advance, to be sent to:

                  NationsBank, N.A.
                  Independence Center, 15th Floor
                  Charlotte, North Carolina 28255
                  Attn:   Cindy Harmon
                  Telephone No.: (704) 388-3918
                  Telecopy No.: (704) 409-0016

If to any other  Holder,  to it at the  address  set  forth  for such  Holder on
Schedule 1 hereto or in the applicable Assignment and Assumption;

If to any other  Lender,  to it at the  address for notice set forth on Schedule
1.2 to the Credit Agreement or in the applicable Assignment and Assumption;

If to the Agent, to it at the following address:

                  NationsBank, N.A.
                  Independence Center, 15th Floor
                  Charlotte, North Carolina 28255
                  Attn:   Cindy Harmon
                  Telephone No.: (704) 388-3918
                  Telecopy No.: (704) 409-0016

with all notices of  borrowing,  conversion,  continuation  or prepayment of any
Loan to be  delivered  to the  address  set forth in  Section  9.2 of the Credit
Agreement.

From time to time any party may  designate a new address for  purposes of notice
hereunder by notice to each of the other parties hereto.


                                       42





     14.4. Counterparts. This Agreement may be executed by the parties hereto in
separate counterparts,  each of which when so executed and delivered shall be an
original,  but all such counterparts  shall together  constitute but one and the
same instrument.

     14.5.  Amendments  and  Termination.  Neither this Agreement nor any of the
terms hereof may be terminated, amended, supplemented, waived or modified except
by an  instrument  in writing  signed by the Lessor,  the Lessee and (subject to
Section 9.1 of the Credit Agreement) the Agent. This Agreement may be terminated
by an  agreement  signed in  writing  by the Owner  Trustee,  the  Holders,  the
Lenders, the Lessee and the Agent.

     14.6.  Headings,  etc.  The Table of Contents  and  headings of the various
Articles and Sections of this  Agreement are for  convenience  of reference only
and shall not  modify,  define,  expand or limit any of the terms or  provisions
hereof.

     14.7. Parties in Interest. Except as expressly provided herein, none of the
provisions  of this  Agreement are intended for the benefit of any Person except
the parties  hereto;  provided,  that the Lenders are intended to be third-party
beneficiaries of this Agreement.

     14.8. GOVERNING LAW; WAIVERS OF JURY TRIAL.

          (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
     IN ACCORDANCE WITH, THE LAW OF THE STATE OF NORTH CAROLINA,  WITHOUT REGARD
     TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICT OF LAWS.

          (b) TO THE MAXIMUM  EXTENT  PERMITTED BY  APPLICABLE  LAW, EACH OF THE
     PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY  WAIVES TRIAL BY JURY IN ANY
     LEGAL  ACTION  OR  PROCEEDING  RELATING  TO  THIS  AGREEMENT  OR ANY  OTHER
     OPERATIVE AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

     14.9.  Submission  to  Jurisdiction;  Waivers.  Each of the parties  hereto
irrevocably and unconditionally:

          (a)  submits  for  itself  and its  property  in any  legal  action or
     proceeding relating to this Agreement and the other Operative Agreements to
     which it is a party, or for recognition and enforcement of any judgement in
     respect thereof, to the non-exclusive general jurisdiction of the courts of
     the State of North Carolina and the courts of the United States of America,
     in each case located in Mecklenburg County,  North Carolina,  and appellate
     courts from any thereof;

          (b) consents that any such action or proceeding may be brought in such
     courts and waives any  objection  that it may now or hereafter  have to the
     venue of any such


                                       43





     action or  proceeding  in any such court or that such action or  proceeding
     was brought in an  inconvenient  court and agrees not to plead or claim the
     same;

          (c) agrees that  service of process in any such  action or  proceeding
     may be effected by mailing a copy thereof by registered  or certified  mail
     (or  any  substantially  similar  form of  mail)  postage  prepaid,  to the
     respective party at its address set forth in Section 14.3 hereof or at such
     other  address of which the  Administrative  Agent shall have been notified
     pursuant thereto;

          (d)  agrees  that  nothing  herein  shall  affect  the right to effect
     service of process in any other manner  permitted by law or shall limit the
     right to sue in any other jurisdiction; and

          (e) waives,  to the maximum extent not prohibited by law, any right it
     may have to claim or recover in any legal action or proceeding  referred to
     in this  Section  14.9 any special,  exemplary,  punitive or  consequential
     damages.

     14.10. Severability.  Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render such provision  unenforceable in any
other jurisdiction.

     14.11. Liability Limited.

          (a) The Agent,  the Lessee and the Holders each  acknowledge and agree
     that the Owner Trustee is (except as otherwise expressly provided herein or
     therein) entering into this Agreement and the other Operative Agreements to
     which it is a party (other than the Trust  Agreement  and other than as set
     forth in Section 7.2 of this Agreement),  solely in its capacity as trustee
     under the Trust Agreement and not in its individual capacity and that Trust
     Company  shall  not  be  liable  or  accountable  under  any  circumstances
     whatsoever in its individual  capacity for or on account of any statements,
     representations, warranties, covenants or obligations stated to be those of
     the  Owner  Trustee,  except  for  its  own  gross  negligence  or  willful
     misconduct  and except as  otherwise  expressly  provided  herein or in the
     other Operative Agreements.

          (b) Anything to the contrary  contained in this Agreement,  the Credit
     Agreement,  the Notes or in any other Operative Agreement  notwithstanding,
     neither  the Lessor nor any Holder (in its  capacity  as a Holder)  nor any
     officer,  director,  shareholder,  or  partner  thereof,  nor  any  of  the
     successors or assigns of the foregoing (all such Persons being  hereinafter
     referred to collectively as the "Exculpated Persons"),  shall be personally
     liable in any respect for any  liability or  obligation  hereunder or under
     any other Operative Agreement including the payment of the principal of, or
     interest  on,  the  Notes,  or for  monetary  damages  for  the  breach  of
     performance of any of the covenants contained in the


                                       44





     Credit Agreement,  the Notes, this Agreement, the Security Agreement or any
     of the other Operative  Agreements.  The Agent (for itself and on behalf of
     the Lenders)  agrees that, in the event the Agent or any Lender pursues any
     remedies  available  to them under the Credit  Agreement,  the Notes,  this
     Agreement,  the Security Agreement,  the Mortgage  Instruments or under any
     other Operative Agreement, neither the Lenders nor the Agent shall have any
     recourse against any Exculpated Person,  for any deficiency,  loss or Claim
     for monetary damages or otherwise resulting  therefrom,  and recourse shall
     be had solely and exclusively against the Trust Estate and the Lessee (with
     respect to the  Lessee's  obligations  under the Lease,  the  Participation
     Agreement and any other Operative Agreement);  but nothing contained herein
     shall be taken to prevent  recourse  against or the enforcement of remedies
     against the Trust Estate in respect of any and all liabilities, obligations
     and undertakings  contained herein, in the Credit Agreement,  in the Notes,
     in the  Security  Agreement,  the  Mortgage  Instruments  or in  any  other
     Operative  Agreement.  Notwithstanding  the  provisions  of  this  Section,
     nothing in this Agreement,  the Credit  Agreement,  the Notes, the Security
     Agreement, the Mortgage Instruments or any other Operative Agreement shall:
     (i)  constitute  a waiver,  release or  discharge  of any  indebtedness  or
     obligation  evidenced  by the Notes or arising  under this  Agreement,  the
     Security  Agreement,  the Mortgage  Instruments or the Credit  Agreement or
     secured by the Security  Agreement,  the Mortgage  Instruments or any other
     Operative Agreement,  but the same shall continue until paid or discharged;
     (ii)  relieve  the  Lessor or any  Exculpated  Person  from  liability  and
     responsibility for (but only to the extent of the damages arising by reason
     of): (a) active waste knowingly committed by such Lessor or such Exculpated
     Person with respect to the Properties or (b) any fraud,  gross  negligence,
     willful  misconduct  or willful  breach on the part of such  Lessor or such
     Exculpated Person; (iii) relieve such Lessor or such Exculpated Person from
     liability  and  responsibility  for (but only to the  extent of the  moneys
     misappropriated,  misapplied  or not turned over) (a)  misappropriation  or
     misapplication  by such Lessor (i.e.,  application in a manner  contrary to
     any Operative  Agreement) of any insurance  proceeds or condemnation  award
     paid or  delivered to such Lessor by any Person other than the Agent or (b)
     any rents or other income  received by such Lessor from the Lessee that are
     not  turned  over to the  Agent;  or (iv)  affect  or in any way  limit the
     Agent's rights and remedies  under any Operative  Agreement with respect to
     the  Rents and its  rights  thereunder  or its  right to obtain a  judgment
     against the Lessor's interest in the Properties.

     14.12.  Rights of Lessee.  Notwithstanding  any  provision of the Operative
Agreements,  if at any time all  obligations  (i) of the Owner Trustee under the
Credit  Agreement,  the Security  Documents,  the Trust  Agreement and the other
Operative  Agreements and (ii) of the Lessee under the Operative Agreements have
in each case been  satisfied  or  discharged  in full,  then the Lessee shall be
entitled to (a)  terminate the Lease and (b) receive all amounts then held under
the Operative Agreements and all proceeds with respect to any of the Properties.
Upon the  termination  of the Lease  pursuant to the  foregoing  clause (a), the
Lessor shall  transfer to the Lessee all of its right,  title and interest  free
and clear of the Lien of the Lease and all Lessor Liens in and to any Properties
then  subject  to the Lease  and any  amounts  or  proceeds  referred  to in the
foregoing clause (b) shall be paid over to the Lessee.


                                       45





     14.13.  Further  Assurances.  The parties hereto shall promptly cause to be
taken, executed,  acknowledged or delivered,  at the sole expense of the Lessee,
all such  further  acts,  conveyances,  documents  and  assurances  as the other
parties  may from  time to time  reasonably  request  in order to carry  out and
effectuate the intent and purposes of this  Participation  Agreement,  the other
Operative  Agreements  and the  transactions  contemplated  hereby  and  thereby
(including, without limitation, the preparation, execution and filing of any and
all  Uniform   Commercial  Code  financing   statements  and  other  filings  or
registrations which the parties hereto may from time to time request to be filed
or  effected).  The Lessee,  at its own  expense  and without  need of any prior
request  from any  other  party,  shall  take such  action  as may be  necessary
(including any action specified in the preceding sentence), or (if Owner Trustee
shall so request) as so requested, in order to maintain and protect all security
interests provided for hereunder or under any other Operative Agreement.

     14.14.  Calculations under Operative  Agreements.  The parties hereto agree
that  all  calculations  and  numerical  determinations  to be  made  under  the
Operative  Agreements  by the Owner  Trustee shall be made by the Agent and that
such  calculations  and  determinations  shall be conclusive  and binding on the
parties hereto in the absence of manifest error.

     14.15.  Confidentiality.  Each of the Owner Trustee, the Holders, the Agent
and the Lenders severally agrees to use reasonable  efforts to keep confidential
all non-public information pertaining to the Lessee or its Subsidiaries which is
provided  to it by the Lessee or its  Subsidiaries  and shall not  intentionally
disclose such information to any Person except:

          (a) to the extent such  information  is public  when  received by such
     Person or becomes public thereafter due to the act or omission of any party
     other than such Person;

          (b) to the extent such  information is  independently  obtained from a
     source  other  than  the  Lessee  or  any  of  its  Subsidiaries  and  such
     information from such source is not, to such Person's knowledge, subject to
     an obligation of  confidentiality  or, if such information is subject to an
     obligation  of  confidentiality,  that  disclosure of such  information  is
     permitted;

          (c) to counsel, auditors or accountants retained by any such Person or
     any  Affiliates  of any  such  Person  provided  they  agree  to keep  such
     information  confidential as if such Person or Affiliate were party to this
     Agreement and to financial institution  regulators,  including examiners of
     any Lender, the Agent or the Owner Trustee,  any Holder or any Affiliate in
     the course of examinations of such Persons;

          (d)  in  connection   with  any  litigation  or  the   enforcement  or
     preservation of the rights of the Agent, the Owner Trustee, the Lessor, any
     Lender or any Holder under the Operative Agreements;

          (e)  to the  extent  required  by  any  applicable  statute,  rule  or
     regulation  or  court  order  (including,  without  limitation,  by  way of
     subpoena) or pursuant to the request of


                                       46





     any regulatory or Governmental  Authority having jurisdiction over any such
     Person;  provided,  however,  that  such  Person  shall  endeavor  (if  not
     otherwise  prohibited by Law) to notify the Lessee prior to any  disclosure
     made  pursuant  to this clause  (e),  except  that no such Person  shall be
     subject  to any  liability  whatsoever  for any  failure  to so notify  the
     Lessee;

          (f) the Agent may disclose such information to the Owner Trustee,  any
     Lender or any Holder; or

          (g) to the extent  disclosure to any other  financial  institution  or
     other Person is appropriate  in connection  with any proposed or actual (i)
     assignment or grant of a  participation  by any of the Lenders of interests
     in the Credit  Agreement  or any Note to such other  financial  institution
     (who will in turn be  required by the Agent to agree in writing to maintain
     confidentiality  as if it were a  Lender  originally  party  to the  Credit
     Agreement)  or (ii)  assignment  by any  Holder of  interests  in the Trust
     Agreement  to  another  Person  (who  will  in  turn  be  required  by  the
     transferring  Holder to agree in writing to maintain  confidentiality as if
     it were a Holder originally party to this Participation Agreement).

     14.16.  Calculation  of Rent,  Interest,  Holder Yield and Fees.  Except as
otherwise  expressly set forth in the Operative  Agreements,  all calculation of
Rent,  interest,  Holder Yield,  Overdue Rate,  Holder Overdue Rate,  Commitment
Fees, or Holder Commitment Fees payable hereunder shall be computed based on the
actual number of days elapsed over a year of 360 days.




                                       47





     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed by their respective  officers  thereunto duly authorized as of the
day and year first above written.

                                        HEALTHSOUTH CORPORATION,
                                        as Lessee

                                        By: /s/ William W. Horton
                                           -------------------------------------
                                        Name: William W. Horton
                                             -----------------------------------
                                        Title: Vice President


                                        FIRST    SECURITY     BANK,     NATIONAL
                                        ASSOCIATION, not individually, except as
                                        expressly  stated herein,  but solely as
                                        Owner  Trustee  under  the   HEALTHSOUTH
                                        Corporation Trust 1995-1

                                        By: /s/ Janeen R. Higgs
                                           -------------------------------------
                                        Name:  Janeen R. Higgs
                                        Title:  Trust Officer


                                        NATIONSBANK, N.A., as Agent

                                        By: /s/ Philip S. Durand
                                           -------------------------------------
                                        Name:  Philip S. Durand
                                        Title: Vice President


                                        DEUTSCHE BANK AG NEW YORK BRANCH,
                                        as Documentation Agent

                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------


                                       48






                                        NATIONSBANK, N.A.,
                                        as a Holder

                                        By: /s/ Philip S. Durand
                                           -------------------------------------
                                           Name:       Philip S. Durand
                                           Title:      Vice President


                                        NATIONSBANK, N.A.,
                                        as a Lender

                                        By: /s/ Philip S. Durand
                                           -------------------------------------
                                           Name:       Philip S. Durand
                                           Title:      Vice President


                                        Applicable Funding Office:

                                        NationsBank, N.A.
                                        NationsBank Corporate Center
                                        100 North Tryon Street, 8th Floor
                                        Charlotte, North Carolina 28255
                                        Attn:   Philip S. Durand
                                        Telephone No.: (704) 386-4955
                                        Telecopy No.: (704) 388-0960


                                       49






                                        DEUTSCHE BANK AG NEW YORK BRANCH,
                                        as a Holder

                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------


                                        DEUTSCHE BANK AG NEW YORK BRANCH,
                                        as a Lender

                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------


                                        Applicable Funding Office:

                                        ----------------------------------

                                        ----------------------------------
                                        Attn:
                                             -----------------------------
                                        Telephone No.:
                                                      --------------------
                                        Telecopy No.:
                                                     ---------------------


                                       50





                                        ---------------------------------------,
                                        as a Holder

                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------

                                      
                                        ----------------------------------------
                                        as a Lender

                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------


                                        Applicable Funding Office:

                                        ----------------------------------------

                                        ----------------------------------------

                                        ----------------------------------------


                                       51





                                   SCHEDULE 1

                       Holders at the Initial Closing Date
                       -----------------------------------

Holder Name and Address Holder Commitment For Notices Commitment Percentage ---------------- ---------- ---------- NationsBank, N.A. $___________ ____% Independence Center, 15th Floor Charlotte, North Carolina 28255 Attn: Cindy Harmon Telephone No.: (704) 388-3918 Telecopy No.: (704) 409-0016 $___________ ____%
---------------------------------- ---------------------------------- Attn: ----------------------------- Telephone No.: -------------------- Telecopy No.: --------------------- 52 -------------------------------------------------------------------------------- Appendix A Rules of Usage and Definitions -------------------------------------------------------------------------------- I. Rules of Usage The following rules of usage shall apply to this Appendix A and the Operative Agreements (and each appendix, schedule, exhibit and annex to the foregoing) unless otherwise required by the context or unless otherwise defined therein: (a) Capitalized terms used in any of the Operative Agreements and not defined therein shall have the meanings ascribed to such terms in this Appendix A or, if not defined herein, in the Credit Agreement or, if not defined in the Credit Agreement, in the Lease Agreement. (b) Except as otherwise expressly provided, any definitions set forth herein or in any other document shall be equally applicable to the singular and plural forms of the terms defined. (c) Except as otherwise expressly provided, references in any document to articles, sections, paragraphs, clauses, annexes, appendices, schedules or exhibits are references to articles, sections, paragraphs, clauses, annexes, appendices, schedules or exhibits in or to such document. (d) The headings, subheadings and table of contents used in any document are solely for convenience of reference and shall not constitute a part of any such document nor shall they affect the meaning, construction or effect of any provision thereof. (e) References to any Person shall include such Person, its successors and permitted assigns and transferees. (f) Except as otherwise expressly provided, reference to any agreement means such agreement as amended, modified, extended, supplemented, restated or replaced from time to time in accordance with the applicable provisions thereof. (g) Except as otherwise expressly provided, references to any law includes any amendment or modification to such law and any rules or regulations issued thereunder or any law enacted in substitution or replacement therefor. (h) When used in any document, words such as "hereunder", "hereto", "hereof" and "herein" and other words of like import shall, unless the context clearly A-1 indicates to the contrary, refer to the whole of the applicable document and not to any particular article, section, subsection, paragraph or clause thereof. (i) References to "including" means including without limiting the generality of any description preceding such term and for purposes hereof the rule of ejusdem generis shall not be applicable to limit a general statement, followed by or referable to an enumeration of specific matters, to matters similar to those specifically mentioned. (j) Unless the context indicates otherwise, the disjunctive "or" shall include the conjunctive "and." (k) Each of the parties to the Operative Agreements and their counsel have reviewed and revised, or requested revisions to, the Operative Agreements, and the usual rule of construction that any ambiguities are to be resolved against the drafting party shall be inapplicable in the construing and interpretation of the Operative Agreements and any amendments or exhibits thereto. II. Definitions "acquire" or "purchase" shall mean, with respect to any Property, unless the context indicates otherwise, the acquisition or purchase of such Property by the Owner Trustee from any Person. "Acquisition Advance" shall mean an advance of funds (consisting of Loans by the Lenders and Holder Advances by the Holders) to the Lessor on a specified date to pay Property Acquisition Costs and other expenses pursuant to Section 5.3(b) of the Participation Agreement. "Acquisition Loan" shall mean any Loan made in connection with and as part of an Acquisition Advance. "Advance" shall mean an Acquisition Advance, or any other advance of funds (consisting of Loans by the Lenders and Holder Advances by the Holders). "Affiliate" shall have the meaning specified in Section 1.2 of the Credit Agreement. "After Tax Basis" shall mean, with respect to any payment to be received, the amount of such payment increased so that, after deduction of the amount of all taxes required to be paid by the recipient calculated at the then maximum marginal rates generally applicable to Persons of the same type as the recipients (less any tax savings realized as a result of the payment of the indemnified amount) with respect to the receipt by the recipient of such amounts, such increased payment (as so reduced) is equal to the payment otherwise required to be made. A-2 "Agent" or "Administrative Agent" shall mean NationsBank, N.A., as Administrative Agent for the Lenders pursuant to the Credit Agreement, or any successor agent appointed in accordance with the terms of the Credit Agreement. "Applicable Funding Office" means for each Lender or Holder and for each Type of Loan or Holder Advance, the "Funding Office" of such Lender aor Holder (or of an affiliate of such Lender or Holder) designated for such Type of Loan or Holder Advance on the signature pages of the Participation Agreement or the respective Assignment and Acceptance, or such other office of such Lender or Holder (or an affiliate of such Lender or Holder) as such Lender or Holder may from time to time specify to the Agent and the Borrower by written notice in accordance with the terms of the Operative Agreements as the office by which its Loans or Holder Advances of such Type are to be made and maintained. "Applicable Margin" shall have the meaning specified in Section 1.2 of the Credit Agreement. "Applicable Commitment Fee Rate" shall have the meaning specified in Section 1.2 of the Credit Agreement. "Appraisal" shall mean, with respect to any Property, an appraisal to be delivered in connection with Section 5.6 of the Participation Agreement or in accordance with the terms of Section 10.1(e) of the Lease, or any other provision of the Operative Agreements, in each case prepared by a reputable appraiser reasonably acceptable to the Agent, which in the judgment of counsel to the Agent, complies with all of the provisions of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, the rules and regulations adopted pursuant thereto, and all other applicable Legal Requirements. "Appraisal Procedure" shall have the meaning given such term in Section 22.4 of the Lease. "Approved State" shall mean Texas, Arizona, California, Kansas, Arkansas and Louisiana. "Appurtenant Rights" shall mean (i) all agreements, easements, rights of way or use, rights of ingress or egress, privileges, appurtenances, tenements, hereditaments and other rights and benefits at any time belonging or pertaining to the Land underlying any Improvements, or the Improvements, including, without limitation, the use of any streets, ways, alleys, vaults or strips of land adjoining, abutting, adjacent or contiguous to the Land and (ii) all permits, licenses and rights, whether or not of record, appurtenant to such Land. "Arizona Ground Lease" means the Ground Lease with respect to the Arizona Property, as such Ground Lease may be amended, modified, restated or supplemented from time to time in accordance with the terms thereof. A-3 "Arizona Ground Lease Documents" shall mean collectively: (a) the Arizona Ground Lease; (b) the Assignment and Assumption of Ground Lease (Tucson) dated as of the Initial Closing Date between Meditrust and the Owner Trustee; (c) the Estoppel Certificate dated as of the Initial Closing Date by TMC in favor of the Owner Trustee; and (d) the Liability Exculpation Agreement dated as of the Initial Closing Date between TMC and the Owner Trustee, as each such agreement or certificate may be amended, modified, restated or supplemented from time to time in accordance with the terms thereof. "Arizona Property" means the Property located in Tucson, Arizona. "Assignment of Project Rights" shall mean, collectively, each Assignment of Project Rights and Contract Documents dated as of the Initial Closing Date or a later Property Closing Date between the Owner Trustee and the Agent, as such agreement may be amended, modified, restated or supplemented from time to time in accordance with the terms thereof. "Available Commitment" shall have the meaning specified in Section 1.2 of the Credit Agreement. "Available Holder Commitments" shall mean an amount equal to the excess, if any, of (i) the amount of the Holder Commitments over (ii) the aggregate amount of the Holder Advances made since the Initial Closing Date. "Bankruptcy Code" shall mean Title 11 of the U.S. Code entitled "Bankruptcy" as now or hereafter in effect, or any successor thereto. "Base Rate" shall have the meaning specified in Section 1.2 of the Credit Agreement. "Base Rate Advance" shall mean an Advance that bears interest (with respect to the Loans included therein) and Holder Yield (with respect to the Holder Advances included therein) based on the Base Rate. "Base Rate Holder Advance" shall mean a Holder Advance bearing a Holder Yield based on the Base Rate. "Base Rate Loan" shall have the meaning specified in Section 1.2 of the Credit Agreement. A-4 "Basic Rent" shall mean, the sum of (i) the Loan Basic Rent and (ii) the Lessor Basic Rent, calculated as of the applicable date on which Basic Rent is due. "Basic Term" shall have the meaning specified in Section 2.2(a) of the Lease. "Basic Term Commencement Date" shall have the meaning specified in Section 2.2 of the Lease. "Basic Term Expiration Date" shall have the meaning specified in Section 2.2 of the Lease. "Bill of Sale" shall mean a Bill of Sale regarding Equipment in form and substance satisfactory to the Owner Trustee, the Holders and the Agent. "Board" shall mean the Board of Governors of the Federal Reserve System of the United States (or any successor). "Borrowing Date" shall have the meaning specified in Section 1.2 of the Credit Agreement. "Business Day" shall mean a day other than a Saturday, Sunday or other day on which commercial banks in Charlotte, North Carolina, Atlanta, Georgia or New York, New York, are authorized or required by law to close; provided, however, that when used in connection with a Eurodollar Loan, the term "Business Day" shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market. "Casualty" shall mean any damage or destruction of all or any portion of a Property as a result of a fire or other casualty. "CERCLA" shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. ss.ss. 9601 et seq., as amended by the Superfund Amendments and Reauthorization Act of 1986. "Certificate" shall mean a Certificate in favor of each Holder evidencing the Holder Advances made by such Holder and issued pursuant to the Trust Agreement. "Claims" shall mean any and all obligations, liabilities, losses, actions, suits, penalties, claims, demands, costs and expenses (including, without limitation, reasonable attorney's fees and expenses) of any nature whatsoever. "Closing Date" shall mean the Initial Closing Date and any Property Closing Date. "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. A-5 "Collateral" shall have the meaning specified in Section 1.2 of the Credit Agreement. "Commitment" shall have the meaning defined in Section 1.2 of the Credit Agreement. "Commitment Fee Payment Date" shall mean the last day of each March, June, September and December and the last day of the Commitment Period, or such earlier date as the Commitments shall terminate as provided in the Credit Agreement. "Commitment Period" shall mean the period from the Initial Closing Date to and including the Commitment Period Termination Date, or such earlier date as the Commitments shall terminate as provided in the Credit Agreement. "Commitment Period Termination Date" shall mean the earlier of (i) the date that the Commitments have been terminated in their entirety in accordance with the terms of Section 2.5(a) of the Credit Agreement, (ii) the sixtieth (60th) day following the Closing Date or (iii) the Maturity Date. "Completion" or "Completed" shall mean, with respect to a Property, such time as final completion of the Improvements on such Property has been achieved in accordance with the Plans and Specifications (excluding punch list items) and the Lease, and in compliance with all material Legal Requirements and Insurance Requirements and a certificate of occupancy has been issued with respect to such Property by the appropriate Governmental Authority, and no additional Advances are needed for such Property. If the Lessor purchases a Property that includes existing Improvements that are to be immediately occupied by the Lessee, Completion shall be deemed to have occurred for such Property on the Property Closing Date. "Condemnation" shall mean any taking or sale of the use, access, occupancy, easement rights or title to any Property or any part thereof, wholly or partially (temporarily or permanently), by or on account of: (a) any actual or threatened eminent domain proceeding or other taking of action by any Person having the power of eminent domain, including any action by a Governmental Authority to change the grade of, or widen the streets adjacent to, any Property or alter the pedestrian or vehicular traffic flow to any Property so as to result in a change in access to such Property, or (b) an eviction by paramount title or any transfer made in lieu of any such proceeding or action. "Consolidated Entities" has the meaning specified in the Existing HEALTHSOUTH Corporation Credit Agreement. "Contingent Liability" shall mean any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the Indebtedness of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the shares of any other Person. The amount of A-6 any Person's obligation under any Contingent Liability shall (subject to any limitation set forth therein) be deemed to be the outstanding principal amount or maximum principal amount (if larger) of the Indebtedness guaranteed thereby. "Control" (including the correlative meanings of the terms "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise. "Co-Owner Trustee" shall have the meaning specified in Section 9.2 of the Trust Agreement. "Credit Agreement" shall mean the Credit Agreement, dated as of the Initial Closing Date, among the Lessor, the Agent, and the Lenders, as specified therein, as such agreement may be amended, modified, restated or supplemented from time to time in accordance with the terms thereof. "Credit Agreement Default" shall mean any event or condition which, with the lapse of time or the giving of notice, or both, would constitute a Credit Agreement Event of Default. "Credit Agreement Event of Default" shall mean any event or condition defined as an "Event of Default" in Section 6 of the Credit Agreement. "Credit Documents" shall have the meaning specified in Section 1.2 of the Credit Agreement. "Deed" shall mean a warranty deed regarding Land or Improvements in form and substance satisfactory to the Owner Trustee, the Holders and the Agent. "Default" shall mean any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default. "Dollars" and "$" shall mean dollars in lawful currency of the United States of America. "Election Notice" shall have the meaning given to such term in Section 20.2 of the Lease. "Employee Benefit Plan" or "Plan" shall mean an employee benefit plan (within the meaning of Section 3(3) of ERISA, including any Multiemployer Plan), or any "plan" as defined in Section 4975(e)(1) of the Code and as interpreted by the Internal Revenue Service and the Department of Labor in rules, regulations, releases or bulletins in effect on any Closing Date. "Environmental Claim" shall mean any investigation, notice, violation, demand, allegation, action, suit, injunction, judgment, order, consent decree, penalty, fine, lien, proceeding, or claim (whether administrative, judicial, or private in nature) arising (a) pursuant A-7 to, or in connection with, any actual or alleged violation of, any Environmental Law, (b) in connection with any Hazardous Substance, (c) from or with respect to any abatement, removal, remedial, corrective, or other response action in connection with a Hazardous Material, Environmental Law, or other similar order of a Governmental Authority or (d) from or with respect to any actual or alleged damage, injury, threat, or harm to health, safety, natural resources, or the environment. "Environmental Indemnity" means any indemnity pursuant to Section 13.3, or any indemnity with respect to an Environmental Claim. "Environmental Law" shall mean any Law, permit, consent, approval, license, award, or other authorization or requirement of any Governmental Authority relating to emissions, discharges, releases, threatened releases of any Hazardous Substance into ambient air, surface water, ground water, publicly owned treatment works, septic system, or land, or otherwise relating to the handling, storage, treatment, generation, use, emission or disposal of any Hazardous Substance or pollution or to the protection of health or the environment, including without limitation CERCLA, the Resource Conservation and Recovery Act, 42 U.S.C. ss. 6901, et seq., and state or local statutes analogous thereto. "Environmental Violation" shall mean any activity, occurrence or condition that violates or threatens to violate (if the threat requires remediation under any Environmental Law and is not remediated during any grace period allowed under such Environmental Law) or results in or threatens (if the threat requires remediation under any Environmental Law and is not remediated during any grace period allowed under such Environmental Law) to result in noncompliance with any Environmental Law. "Equipment" shall mean equipment, apparatus, furnishings, fittings and personal property of every kind and nature whatsoever purchased, leased or otherwise acquired using the proceeds of the Loans or the Holder Advances by the Lessee or the Lessor as specified or described in either a Requisition or a Lease, whether or not now or subsequently attached to, contained in or used or usable in any way in connection with any operation of any Improvements or other improvements to real property, including without limitation, all equipment described in the Appraisal, all heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilation, air conditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and unloading equipment and systems, sprinkler systems and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, pumps, tanks, conduits, fittings and fixtures of every kind and description. "Equipment Schedule" shall mean (a) each Equipment Schedule attached to the applicable Requisition and (b) each Equipment Schedule attached to the applicable Lease Supplement as Schedule I-A. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended. A-8 "ERISA Affiliate" shall mean each entity required to be aggregated with the Lessee pursuant to the requirements of Section 414(b) or (c) of the Code. "Eurocurrency Reserve Requirements" shall have the meaning specified in Section 1.2 of the Credit Agreement. "Eurodollar Advance" shall mean an Advance that bears interest (with respect to the Loans included therein) and Holder Yield (with respect to the Holder Advances included therein) based on the Eurodollar Rate. "Eurodollar Holder Advance" shall mean a Holder Advance bearing a Holder Yield based on the Eurodollar Rate. "Eurodollar Loan" shall have the meaning specified in Section 1.2 of the Credit Agreement. "Eurodollar Rate" shall have the meaning specified in Section 1.2 of the Credit Agreement. "Eurodollar Reserve Rate" shall have the meaning specified in Section 1.2 of the Credit Agreement. "Event of Default" shall mean a Lease Event of Default or a Credit Agreement Event of Default. "Excepted Payments" shall mean: (a) all indemnity payments (including indemnity payments made pursuant to Section 13 of the Participation Agreement), any amount payable to a Holder by any transferee of such interest of a Holder as the purchase price of such Holder's interest in the Trust Estate (or portion thereof); (b) any amounts (other than Basic Rent, Termination Value, or Purchase Option Price) payable under any Operative Agreement to reimburse the Owner Trustee, any Holder or any of their respective Affiliates for performing or complying with any of the obligations of the Lessee under and as permitted by any Operative Agreement (including without limitation any reimbursement of the reasonable expenses of the Owner Trustee, the Trust Company and the Holders incurred in connection with any such payment); (c) any insurance proceeds (or payments with respect to risks self-insured or policy deductibles) under liability policies other than such proceeds or payments payable to the Agent or any Lender; A-9 (d) any insurance proceeds under policies maintained by the Owner Trustee or any Holder other than such proceeds payable to the Agent or any Lender; (e) Transaction Expenses or other amounts or expenses paid or payable to or for the benefit of the Owner Trustee or any Holder; (f) all right, title and interest of any Holder or the Owner Trustee to any Property or any portion thereof or any other property to the extent any of the foregoing has been released from the Liens of the Security Documents and the Lease pursuant to the terms thereof; (g) upon termination of the Credit Agreement pursuant to the terms thereof, all remaining property covered by the Lease or Security Documents; (h) all payments in respect of the Holder Yield; (i) any payments in respect of interest to the extent attributable to payments referred to in clauses (a) through (g) above; and (j) any rights of either the Owner Trustee or Trust Company to demand, collect, sue for or otherwise receive and enforce payment of any of the foregoing amounts, provided that such rights shall not include the right to terminate the Lease. "Excess Proceeds" shall mean the excess, if any, of the aggregate of all awards, compensation or insurance proceeds payable in connection with a Casualty or Condemnation over the Termination Value paid by the Lessee pursuant to the Lease with respect to such Casualty or Condemnation. "Existing Credit Agent" shall mean the "Agent" as defined in the Existing HEALTHSOUTH Corporation Credit Agreement. "Existing Environmental Reports" means, collectively, each of the environmental reports identified on Schedule 5 hereto. "Existing HEALTHSOUTH Corporation Credit Agreement" shall have the meaning specified in Section 28.1 of the Lease. "Expiration Date" shall mean the Basic Term Expiration Date or the last day of any Extended Term, if applicable. "Expiration Date Purchase Option" shall mean the Lessee's option to purchase all (but not less than all) of the Properties on the Expiration Date. "Extended Term" shall mean the extension of the Basic Term (or a previous Extended Term) for a period of 364 days following the end of the Basic Term (or such previous Extended A-10 Term) with respect to which Lessee has exercised its Renewal Option pursuant to Section 21.1 of the Lease. "Fair Market Sales Value" shall mean, with respect to any Property, the amount, which in any event, shall not be less than zero, that would be paid in cash in an arms-length transaction between an informed and willing purchaser and an informed and willing seller, neither of whom is under any compulsion to purchase or sell, respectively, such Property. Fair Market Sales Value of any Property shall be determined based on the assumption that, except for purposes of Section 17 of the Lease, such Property is in the condition and state of repair required under Section 10.1 of the Lease and the Lessee is in compliance with the other requirements of the Operative Agreements. "Fee Letter" shall mean that certain letter agreement dated November 19, 1998 among HEALTHSOUTH Corporation, NationsBank and NMS. "Fiscal Quarter" means any quarter of a Fiscal Year. "Fiscal Year" means any period of twelve consecutive calendar months ending on December 31; references to a Fiscal Year with a number corresponding to any calendar year (e.g., the "1995 Fiscal Year") refer to the Fiscal Year ending on the December 31 occurring during such calendar year. "Fixtures" shall mean all fixtures relating to the Improvements, including all components thereof, located in or on the Improvements, together with all replacements, modifications, alterations and additions thereto. "Force Majeure Event" shall mean any event beyond the control of the Lessee, other than a Casualty or Condemnation, including, but not limited to, strikes, lockouts, adverse soil conditions, acts of God, adverse weather conditions, inability to obtain labor or materials, governmental activities, civil commotion and enemy action; but excluding any event, cause or condition that results from the Lessee's financial condition. "GAAP" shall have the meaning specified in Section 1.1 of the Existing HEALTHSOUTH Corporation Credit Agreement. "Governmental Action" shall mean all permits, authorizations, registrations, consents, approvals, waivers, exceptions, variances, orders, judgments, written interpretations, decrees, licenses, exemptions, publications, filings, notices to and declarations of or with, or required by, any Governmental Authority, or required by any Legal Requirement, and shall include all environmental and operating permits and licenses that are required for the full use, occupancy, zoning and operation of any Property. "Governmental Authority" shall mean any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory A-11 or administrative functions of or pertaining to government, including any court or governmental body, agency, department, commission, board, bureau or instrumentality of a governmental body. "Ground Lease" shall mean (a) a ground lease (in form and substance satisfactory to the Agent and the Lessor) with respect to any Property owned by the Lessee and leased to the Lessor where such lease has a ninety-nine year term and payments set at $1.00 per year, or (b) a ground lease or ground sub-lease of any Property by any Person to the Lessor, where such lease or sublease (as well as any other lease or sub-lease with respect to such Property) is in form and substance, and contains such terms and conditions, as are satisfactory in all respects to the Agent and the Lessor. "Hazardous Substance" shall mean any of the following: (i) any petroleum or petroleum product, explosives, radioactive material, asbestos, formaldehyde, polychlorinated biphenyls, lead and radon gas; (ii) any substance, material, product, derivative, compound or mixture, mineral, chemical, waste, gas, medical waste, or pollutant, in each case whether naturally occurring, man-made or the by-product of any process, that is toxic, harmful or hazardous to the environment or human health or safety as determined in accordance with any Environmental Law; or (iii) any substance, material, product, derivative, compound or mixture, mineral, chemical, waste, gas, medical waste or pollutant that would support the assertion of any claim under any Environmental Law, whether or not defined as hazardous as such under any Environmental Law. "HEALTHSOUTH Corporation Credit Agreement Event of Default" shall have the meaning assigned thereto in Section 17.1 of the Lease. "HEALTHSOUTH Corporation" means HEALTHSOUTH Corporation, a Delaware corporation. "HEALTHSOUTH Corporation Trust 1998-1" shall mean the grantor trust created pursuant to the terms and conditions of the Trust Agreement. "Hedging Obligations" shall mean, with respect to any Person, all liabilities of such Person under interest rate swap agreements, interest rate cap agreements and interest rate collar agreements, and all other agreements or arrangements designed to protect such Person against fluctuations in interest rates or currency exchange rates. "Holder Advance" shall mean any advance made by any Holder to the Owner Trustee pursuant to the terms of the Trust Agreement or the Participation Agreement. "Holder Amount" shall mean as of any date, the aggregate amount of Holder Advances made by each Holder to the Trust Estate pursuant to Section 2 of the Participation Agreement or Section 3.1 of the Trust Agreement less any payments of any Holder Advances received by the Holders pursuant to Section 3.4 of the Trust Agreement. A-12 "Holder Applicable Margin" shall mean the Applicable Margin plus, in each case, three-fourths of one percent (.75%). "Holder Commitment" shall mean, as to any Holder, the obligation of such Holder to make Holder Advances to the Lessor in an aggregate principal amount at any time outstanding not to exceed the respective amount set forth opposite such Holder's name on Schedule 1, as such amounts may be reduced or increased from time to time in accordance with the provisions of this Agreement and the Trust Agreement. "Holder Commitments" shall mean the aggregate of all Holder Commitments. "Holder Property Cost" shall mean with respect to each Property an amount equal to the outstanding Holder Advances with respect thereto. "Holder Commitment Fee" shall have the meaning specified in Section 9.3(b) of the Participation Agreement. "Holder Yield" shall mean with respect to Holder Advances from time to time either the Eurodollar Reserve Rate plus the Holder Applicable Margin or the Base Rate plus three-fourths of one percent (.75%) as in effect from time to time with respect to such Holder Advances in accordance with the terms of the Trust Agreement; provided, however, that (i) upon delivery of the notice described in Section 3.7(c) of the Trust Agreement, the outstanding Holder Advances of each Holder shall bear a yield at the Base Rate applicable from time to time plus .75%from and after the dates and during the periods specified in Section 3.7(c) of the Trust Agreement, and (ii) upon the delivery by a Holder of the notice described in Section 3.9(d) of the Trust Agreement or as otherwise set forth in Section 3.8 of the Trust Agreement, the Holder Advances of such Holder shall bear a yield at the Base Rate applicable from time to time plus .75% after the dates and during the periods specified in Section 3.9(d) or 3.8 (as the case may be) of the Trust Agreement. "Holders" shall mean the several banks and other financial institutions which are from time to time holders of Certificates in connection with the HEALTHSOUTH Corporation Trust 1995-1. "Impositions" shall mean, except to the extent described in the following sentence, any and all liabilities, losses, expenses, costs, charges and Liens of any kind whatsoever for fees, taxes, levies, imposts, duties, charges, assessments or withholdings ("Taxes") including without limitation (i) any real and personal property taxes, including personal property taxes on any property covered by the Lease that is classified by Governmental Authorities as personal property, frontage taxes and real estate or ad valorem taxes in the nature of property taxes; (ii) any sales taxes, use taxes and other similar taxes (including rent taxes and intangibles taxes); (iii) any excise taxes; (iv) any real estate transfer taxes, conveyance taxes, mortgage taxes, stamp taxes and documentary recording taxes and fees; (v) any taxes that are or are in the nature of franchise, income, value added, privilege and doing business taxes, license and registration fees; (vi) any assessments on any Property, including all assessments for public Improvements or A-13 benefits, whether or not such improvements are commenced or completed within the Term; and (vii) any tax, Lien, assessment or charge asserted, imposed or assessed by the PBGC or any governmental authority succeeding to or performing functions similar to, the PBGC; and in each case all interest, additions to tax and penalties thereon, which at any time prior to, during or with respect to the Term or in respect of any period for which the Lessee shall be obligated to pay Supplemental Rent, may be levied, assessed or imposed by any Governmental Authority upon or with respect to (a) any Property or any part thereof or interest therein; (b) the leasing, financing, refinancing, demolition, construction, substitution, subleasing, assignment, control, condition, occupancy, servicing, maintenance, repair, ownership, possession, activity conducted on, delivery, insuring, use, operation, improvement, transfer of title, return or other disposition of any Property or any part thereof or interest therein; (c) the Certificates or the Notes or other indebtedness with respect to any Property or any part thereof or interest therein; (d) the rentals, receipts or earnings arising from any Property or any part thereof or interest therein; (e) the Operative Agreements, the performance thereof, or any payment made or accrued pursuant thereto; (f) the income or other proceeds received with respect to any Property or any part thereof or interest therein upon the sale or disposition thereof; (g) any contract relating to the construction, acquisition or delivery of the Improvements or any part thereof or interest therein; (h) the issuance of the Certificates or the Notes; or (i) otherwise in connection with the transactions contemplated by the Operative Agreements. The term "Imposition" shall not mean or include: (i) Taxes and impositions (other than Taxes that are, or are in the nature of, withholding, sales, use, rental, value added, transfer or property taxes) that are imposed on any Indemnified Person (other than Lessor) by the United States federal government or (in the case of a Person organized under the laws of a foreign country) by a Governmental Authority of such country, and that are in each case based on or measured by the net income (including taxes based on capital gains and minimum taxes or franchise taxes) of such Person; provided, that this clause (i) shall not apply to (and shall not exclude) any Tax or imposition imposed with respect to a payment (including any Rent payment) except for (A) the portion of such payment constituting interest on a Loan or Holder Yield or (B) any such Tax or imposition to the extent it arises because an Indemnified Person has previously written off as uncollectible (and reduced the tax basis for) an Obligation which it has subsequently collected, and provided, further that this clause (i) shall not be interpreted to prevent a payment from being made on an After Tax Basis if such payment is otherwise required to be so made; (ii) Taxes and impositions (other than Taxes that are, or are in the nature of, sales, use, rental, value added, transfer or property taxes) that are imposed on any Indemnified Person (other than Lessor) by any state or local jurisdiction or taxing authority within any state or local jurisdiction and that are based upon or measured by the net income or net receipts; provided that this clause (ii) shall not apply to (and shall not exclude) (A) any Tax or imposition imposed with respect to a payment (including any Rent payment) except for (I) the portion of such payment constituting interest on a Loan or Holder Yield A-14 or (II) any such Tax or imposition to the extent it arises because an Indemnified Person has previously written off (and reduced the tax basis for) an Obligation which it has subsequently collected, or (B) any Tax or imposition imposed on an Indemnified Person by any state or local jurisdiction if such Tax or imposition would not arise as to such Person but for the location, possession or use of any Property in such jurisdiction; and provided, further, that this clause (ii) shall not be interpreted to prevent a payment from being made on an After Tax Basis if such payment is otherwise required to be so made; (iii) any Tax or imposition to the extent, but only to such extent, it relates to any act, event or omission that occurs after the termination of the Lease and redelivery or sale of the property in accordance with the terms of the Lease (but not any Tax or imposition that relates to such termination, redelivery or sale or to any period prior to such termination, redelivery or sale); or (iv) any Taxes which are imposed on an Indemnified Person as a result of the gross negligence or willful misconduct of such Indemnified Person itself (as opposed to any gross negligence or willful misconduct imputed to such Indemnified Person), but not Taxes imposed as a result of ordinary negligence of such Indemnified Person; Any Tax or imposition excluded from the defined term "Imposition" by any one of the foregoing clauses (i) through (iv) shall not be construed as constituting an Imposition by any provision of any other of the aforementioned clauses. "Improvements" shall mean, with respect to the construction, renovation or Modification of any Property, all buildings, structures, Fixtures, and other improvements of every kind existing at any time and from time to time on or under the Land purchased, leased or otherwise acquired using the proceeds of the Loans or the Holder Advances, together with any and all appurtenances to such buildings, structures or improvements, including sidewalks, utility pipes, conduits and lines, parking areas and roadways, and including all Modifications and other additions to or changes in the Improvements at any time, including without limitation (a) any Improvements existing as of a Property Closing Date as such Improvements may be referenced on the applicable Requisition and (b) any Improvements made subsequent to such Property Closing Date. "Incorporated Covenants" shall have the meaning specified in Section 28.1 of the Lease. "Indemnified Person" shall mean each of the Lessor, the Owner Trustee, in its individual and its trust capacity, the Agent, NMS, the Holders, the Lenders and their respective successors, assigns, directors, shareholders, partners, officers, employees, agents and Affiliates. "Indemnity Provider" shall mean the Lessee. "Initial Closing Date" shall mean the date of the Participation Agreement. A-15 "Insurance Requirements" shall mean (a) all terms and conditions of any insurance policy required by the Lease to be maintained by the Lessee, (b) all requirements of the issuer of any such policy and (c) in the case of self-insurance, all other requirements of Lessee. "Interest Period" shall have the meaning specified in Section 1.2 of the Credit Agreement. "Investment Company Act" shall mean the Investment Company Act of 1940, as amended, together with the rules and regulations promulgated thereunder. "Investment" shall mean, with respect to any Person, (a) any loan or advance made by such Person to any other Person (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business); (b) any Contingent Liability of such Person; and (c) any ownership or similar interest held by such Person in any other Person. The amount of any Investment shall be the original principal or capital amount thereof less all returns of principal or equity thereon (and without adjustment by reason of the financial condition of such other Person) and shall, if made by the transfer or exchange of property other than cash, be deemed to have been made in an original principal or capital amount equal to the fair market value of such property. "Land" shall mean (a) a parcel or parcels of real property that is described on (i) the Requisition issued by the Lessee on a Property Closing Date relating to such parcel or (ii) Schedule I-C to each applicable Lease Supplement executed and delivered in accordance with the requirements of Section 2.4 of the Lease and, to the extent set forth in any such Requisition or Schedule, may include without limitation a leasehold interest (pursuant to a Ground Lease) in such Land, and (b) all Appurtenant Rights with respect to such Land. "Law" shall mean any statute, law, ordinance, code, regulation, rule, directive, order, writ, injunction or decree of any Governmental Authority. "Lease" or "Lease Agreement" shall mean the Lease Agreement (Tax Retention Operating Lease) dated as of the Initial Closing Date, between the Lessor and the Lessee, together with any Lease Supplements thereto, as such Lease Agreement may from time to time be supplemented, amended, restated or modified in accordance with the terms thereof. "Lease Default" shall mean any event or condition which, with the lapse of time or the giving of notice, or both, would constitute a Lease Event of Default. "Lease Event of Default" shall have the meaning specified in Section 17.1 of the Lease. A-16 "Lease Supplement" shall mean each Lease Supplement substantially in the form of Exhibit A to the Lease, together with all attachments and schedules thereto, as such Lease Supplement may be supplemented, amended, restated or modified from time to time. "Legal Requirements" shall mean all foreign, Federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions affecting the Owner Trustee, the Holders, the Agent, any Lender or any Improvements or the taxation, demolition, construction, use or alteration of such Improvements, whether now or hereafter enacted and in force, including without limitation any that require repairs, modifications or alterations in or to any Property or in any way limit the use and enjoyment thereof (including all building, zoning and fire codes and the Americans with Disabilities Act of 1990, 42 U.S.C. ss. 12101 et seq., and any other similar Federal, state or local laws or ordinances and the regulations promulgated thereunder) and any that may relate to environmental requirements (including all Environmental Laws), and all permits, certificates of occupancy, licenses, authorizations and regulations relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instruments which are either of record or known to the Lessee affecting any Property or the Appurtenant Rights. "Lender Financing Statements" shall mean UCC financing statements and fixture filings appropriately completed and executed for filing in the applicable jurisdiction in order to evidence or perfect the Agent's security interest (for itself and on behalf of the Lenders) in any Equipment or in any Improvements. "Lender Commitment Fees" means the fees payable to the Lenders specified in Section 9.3 of the Participation Agreement. "Lenders" shall mean the several banks and other financial institutions from time to time party to the Credit Agreement. "Lessee" shall have the meaning set forth in the Lease. "Lessor" shall mean the Owner Trustee, not in its individual capacity, but as Lessor under the Lease. "Lessor Basic Rent" shall mean the scheduled Holder Yield due on the Holder Advances on any Scheduled Interest Payment Date pursuant to the Trust Agreement (but not including interest on overdue amounts under the Trust Agreement or otherwise). "Lessor Financing Statements" shall mean UCC financing statements and fixture filings appropriately completed and executed for filing in the applicable jurisdictions in order to evidence or perfect the Lessor's interest under the Lease to the extent the Lease is a security agreement or a mortgage. A-17 "Lessor Lien" shall mean any Lien, true lease or sublease or disposition of title arising as a result of (a) any claim against the Lessor or Trust Company, in its individual capacity, not resulting from the transactions contemplated by the Operative Agreements, (b) any act or omission of the Lessor or Trust Company, in its individual capacity, which is not required by the Operative Agreements or is in violation of any of the terms of the Operative Agreements, (c) any claim against the Lessor or Trust Company, in its individual capacity, with respect to Taxes or Transaction Expenses against which the Lessee is not required to indemnify Lessor or Trust Company, in its individual capacity, pursuant to Section 13 of the Participation Agreement or (d) any claim against the Lessor or Trust Company, in its individual capacity, arising out of any transfer by the Lessor of all or any portion of the interest of the Lessor in the Properties, the Trust Estate or the Operative Agreements other than the transfer of title to or possession of any Properties by the Lessor pursuant to and in accordance with the Lease, the Credit Agreement, the Security Agreement or the Participation Agreement or pursuant to the exercise of the remedies set forth in Article XVII of the Lease. "Lien" shall mean any mortgage, pledge, security interest, encumbrance, lien, option or charge of any kind. "Limited Recourse Amount" shall mean, with respect to any Properties on an aggregate basis as of a specified date, an amount equal to the sum of the Termination Values with respect to such Properties on such date, less the Maximum Residual Guarantee Amount as of such date with respect to the Properties. "Loans" shall have the meaning specified in Section 1.2 of the Credit Agreement. "Loan Basic Rent" shall mean the interest due on the Loans on any Scheduled Interest Payment Date pursuant to the Credit Agreement (but not including interest on any overdue amounts under Section 2.8(c) of the Credit Agreement or otherwise). "Loan Property Cost" shall have the meaning specified in Section 1.2 of the Credit Agreement. "Majority Lenders" shall have the meaning specified in Section 1.2 of the Credit Agreement. "Marketing Period" shall mean, if the Lessee has given an Election Notice in accordance with Section 20.2 of the Lease, the period commencing on the date such Sale Notice is given and ending on the Expiration Date. "Material Adverse Effect" shall mean a material adverse effect on (a) the business, condition (financial or otherwise) assets, liabilities or operations of HEALTHSOUTH Corporation and its Consolidated Entities taken as a whole; provided, however, it is understood and agreed that such Material Adverse Effect shall not be deemed to occur under this subparagraph (a) unless the matter at issue will have a monetary effect on HEALTHSOUTH A-18 Corporation in an amount which, when added to all other matters occurring since the Initial Closing Date, equals $5,000,000 or more, (b) the ability of the Lessee to perform its respective obligations under any Operative Agreement to which it is a party, (c) the validity or enforceability of any Operative Agreement or the rights and remedies of the Agent, the Lenders, the Holders, or the Lessor thereunder, (d) the validity, priority or enforceability of any Lien on any Property created by any of the Operative Agreements, or (e) the value, utility or useful life of any Property or the use, or ability of the applicable Lessee to use, any Property for the purpose for which it was intended. "Material Group" has the meaning specified in Section 1.1 of the Existing HEALTHSOUTH Corporation Credit Agreement. "Maturity Date" shall have the meaning specified in Section 1.2 of the Credit Agreement. "Maximum Property Cost" shall mean the aggregate amount of the Property Costs for all Properties subject to the Lease as of the applicable determination date. "Maximum Residual Guarantee Amount", with respect to any properties, shall mean an amount equal to the sum of (a) eighty-seven percent (87%) of the aggregate Property Cost for all of such Properties plus (b) one hundred percent (100%) of all Rents and other amounts then due and owing by the Lessee under the Lease and the other Operative Agreements. "Meditrust" shall mean Meditrust Company LLC, a Delaware limited liability company. "Modifications" shall have the meaning specified in Section 11.1(a) of the Lease. "Mortgage Instruments" shall mean any mortgage, deed of trust, leasehold mortgage or any other instrument executed by the Owner Trustee in favor of the Agent and evidencing a Lien on any Property, in form and substance reasonably acceptable to the Agent. "Multiemployer Plan" shall mean any plan described in Section 4001(a)(3) of ERISA to which contributions are or have been made or are required to be made by HEALTHSOUTH Corporation or any of its Consolidated Entities or ERISA Affiliates. "Multiple Employer Plan" shall mean a plan to which HEALTHSOUTH Corporation or any ERISA Affiliate and at least one other employer other than an ERISA Affiliate is making or accruing an obligation to make, or has made or accrued an obligation to make, contributions. "NationsBank" shall mean NationsBank, National Association, a national banking association. "NMS" means NationsBanc Montgomery Securities LLC. A-19 "Net Proceeds" shall mean all amounts paid in connection with any Casualty or Condemnation, and all interest earned thereon, less the expense of claiming and collecting such amounts, including all costs and expenses in connection therewith for which the Agent or Lessor is entitled to be reimbursed pursuant to the Lease. "Net Sale Proceeds Shortfall" shall mean the amount by which the proceeds of a sale described in Section 22.1 of the Lease (net of all expenses of sale) are less than the Limited Recourse Amount with respect to the Properties if it has been determined that the Fair Market Sales Value of the Properties at the expiration of the term of the Lease has been impaired by greater than expected wear and tear during the Term of the Lease. "New Facility" shall have the meaning specified in Section 28.1 of the Lease. "Notes" shall have the meaning specified in Section 1.2 of the Credit Agreement. "Occupational Safety and Health Law" shall mean the Occupational Safety and Health Act of 1970 and any other federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating or relating to, or imposing liability or standards of conduct concerning, employee health or safety, as now or at any time hereafter in effect. "Officer's Certificate" shall mean a certificate signed by any individual holding the office of vice president or higher, which certificate shall certify as true and correct the subject matter being certified to in such certificate. "Operative Agreements" shall mean, collectively, the Participation Agreement, the Trust Agreement, the Certificates, the Credit Agreement, the Notes, the Lease (and a memorandum thereof in a form reasonably acceptable to the Agent), each Lease Supplement (and a memorandum thereof in a form reasonably acceptable to the Agent), the Security Agreement, the Assignment of Project Rights, each Ground Lease, each Mortgage Instrument, the Arizona Ground Lease Documents, and (to the extent set forth therein) any other agreement that states that it is an Operative Agreement. "Owner Trustee" shall mean First Security Bank, National Association, not individually, except as expressly stated in the various Operative Agreements, but solely as Owner Trustee under the HEALTHSOUTH Corporation Trust 1998-1, and any successor or replacement Owner Trustee expressly permitted under the Operative Agreements. "Participation Agreement" shall mean the Participation Agreement dated as of the Initial Closing Date, among the Lessee, Deutsche Bank AG New York Branch, as Documentation Agent, the Owner Trustee, not in its individual capacity except as expressly stated therein, the Holders, the Lenders and the Agent. A-20 "Payment Date" shall mean any Scheduled Interest Payment Date and any date on which interest or Holder Yield in connection with a prepayment of principal on the Loans or of the Holder Advances is due under the Credit Agreement or the Trust Agreement. "PBGC" shall mean the Pension Benefit Guaranty Corporation created by Section 4002(a) of ERISA or any successor thereto. "Pension Plan" means a "pension plan", as such term is defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a Multiemployer Plan), and to which the Lessee or any ERISA Affiliate may have any liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any time during the preceding five years, or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA. "Permitted Exceptions" shall mean: (i) Liens of the types described in clauses (i), (ii) and (v) of the definition of Permitted Liens; (ii) Liens for Taxes not yet due; and (iii) all encumbrances, exceptions, restrictions, easements, rights of way, servitudes, encroachments and irregularities in title, other than Liens which, in the reasonable assessment of the Agent, materially impair the use of any Property for its intended purpose. "Permitted Liens" shall mean: (i) the respective rights and interests of the parties to the Operative Agreements as provided in the Operative Agreements; (ii) the rights of any sublessee or assignee under a sublease or an assignment expressly permitted by the terms of the Lease; (iii) Liens for Taxes that either are not yet delinquent or are being contested in accordance with the provisions of Section 13.1 of the Lease; (iv) Liens arising by operation of law, materialmen's, mechanics', workmen's, repairmen's, employees', carriers', warehousemen's and other like Liens relating to the construction of the Improvements or in connection with any Modifications or arising in the ordinary course of business for amounts that either are not more than 30 days past due or are being diligently contested in good faith by appropriate proceedings, so long as such proceedings satisfy the conditions for the continuation of proceedings to contest Taxes set forth in Section 13.1 of the Lease; A-21 (v) Liens of any of the types referred to in clause (iv) above that have been bonded for not less than the full amount in dispute (or as to which other security arrangements satisfactory to the Lessor and the Agent have been made), which bonding (or arrangements) shall comply with applicable Legal Requirements, and shall have effectively stayed any execution or enforcement of such Liens; (vi) Liens arising out of judgments or awards with respect to which appeals or other proceedings for review are being prosecuted in good faith and for the payment of which adequate reserves have been provided as required by GAAP or other appropriate provisions have been made, so long as such proceedings have the effect of staying the execution of such judgments or awards and satisfy the conditions for the continuation of proceedings to contest Taxes set forth in Section 13.1 of the Lease; (vii) Liens in favor of municipalities to the extent agreed to by the Lessor and the Agent; and (viii) Permitted Exceptions. "Person" shall mean any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, governmental authority, limited liability company, limited liability partnership or any other entity. "Plans and Specifications" shall mean, with respect to Improvements, the plans and specifications for such Improvements to be constructed or already existing, as such Plans and Specifications may be amended, modified or supplemented from time to time in accordance with the terms of the Participation Agreement. "Prime Rate" shall have the meaning specified in Section 1.2 of the Credit Agreement. "Property" or "Properties" shall mean the Land (as described on Schedule I-C to the Lease), and each item of Equipment located on such Land (as described on Schedule 3 to any Requisition delivered to the Lessor and the Agent), and the various Improvements located on such Land (as described on Schedule 2 to any Requisition delivered to the Lessor and the Agent). "Property Acquisition Cost" shall mean the cost to Lessor to purchase a Property on a Property Closing Date. "Property Closing Date" shall mean each date on which the Lessor purchases a Property, or leases the Land included in a Property pursuant to a Ground Lease. "Property Cost" shall mean with respect to a Property the aggregate amount of the Loan Property Cost plus the Holder Property Cost for such Property (as such amounts shall be increased equally among all Properties respecting the Holder Advances and the Loans extended A-22 from time to time to pay for the Transaction Expenses, fees, taxes, expenses and other disbursements referenced in Sections 9.1(a) and (b) of the Participation Agreement). "Purchase Option" shall have the meaning given to such term in Section 20.2 of the Lease. "Release" shall mean any release, pumping, pouring, emptying, injecting, escaping, leaching, dumping, seepage, spill, leek, flow, discharge, disposal or emission of a Hazardous Substance. "Renewal Option" shall have the meaning specified in Section 21.1(a) of the Lease. "Rent" shall mean, collectively, the Basic Rent and the Supplemental Rent, in each case payable under the Lease. "Reportable Event" shall have the meaning specified in ERISA. "Requested Funds" shall mean any funds requested by the Lessee in accordance with Section 5 of the Participation Agreement. "Requirement of Law" shall have the meaning specified in Section 1.2 of the Credit Agreement. "Requisition" shall have the meaning specified in Section 4.2 of the Participation Agreement. "Responsible Officer" shall mean the Chairman or Vice Chairman of the Board of Directors, the Chairman or Vice Chairman of the Executive Committee of the Board of Directors, the President, any Senior Vice President or Executive Vice President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer, or any Assistant Treasurer, except that when used with respect to the Trust Company or the Owner Trustee, "Responsible Officer" shall also include the Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust Officer, the Controller and any Assistant Controller or any other officer of the Trust Company or the Owner Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject. "Sale Date" shall have the meaning given to such term in Section 22.1(a) of the Lease. "Sale Notice" shall mean a notice given to Lessor in connection with the election by Lessee of its Sale Option. "Sale Option" shall have the meaning given to such term in Section 20.2 of the Lease. A-23 "Scheduled Interest Payment Date" shall have the meaning specified in Section 1.2 of the Credit Agreement. "SEC" means the Securities and Exchange Commission of the United States (or any successor). "Securities Act" shall mean the Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder. "Security Agreement" shall mean the Security Agreement, dated as of the Initial Closing Date between the Owner Trustee and the Agent, as such agreement may be amended, modified, restated or supplemented from time to time in accordance with the terms thereof. "Security Documents" shall have the meaning specified in Section 1.2 of the Credit Agreement. "Significant Subsidiary" shall have the meaning specified in Section 1.2 of the Credit Agreement. "Subordinated Indebtedness" shall have the meaning specified in Section 1.1 of the Existing HEALTHSOUTH Corporation Credit Agreement. "Subsidiary" shall mean, as to any Person, any corporation or other entity in which more than 50% of its outstanding voting stock or more than 50% of all equity interests is owned directly or indirectly by such Person and/or by one or more of such Persons's Subsidiaries. "Supplemental Rent" shall mean all amounts, liabilities and obligations (other than Basic Rent) which the Lessee assumes or agrees to pay to Lessor, the Holders, the Agent, the Lenders or any other Person under the Lease or under any of the other Operative Agreements including, without limitation, payments of the Purchase Option Price, the Termination Value and the Maximum Residual Guarantee Amount and all indemnification amounts, liabilities and obligations. "Tangible Personal Property" shall mean all Equipment other than Equipment consisting of Fixtures or other goods incorporated into or customarily considered to be part of a building or structure erected on real property (such as heating, ventilating, air-conditioning, electrical and mechanical equipment or systems, escalators, elevators, wall and floor coverings, plumbing, pumps, tanks, conduits, wiring, lighting, security systems, sprinklers and other fire prevention and extinguishing apparatus). "Taxes" shall have the meaning specified in the definition of Impositions. "Term" shall mean the Basic Term and each Extended Term, if any. A-24 "Termination Date" shall have the meaning specified in Section 16.2(a) of the Lease. "Termination Event" shall mean (a) with respect to any Pension Plan, the occurrence of a Reportable Event or an event described in Section 4062(e) of ERISA, (b) the withdrawal of the Lessee or any ERISA Affiliate from a Multiple Employer Plan during a plan year in which it was a substantial employer (as such term is defined in Section 4001(a)(2) of ERISA), or the termination of a Multiple Employer Plan, (c) the distribution of a notice of intent to terminate a Plan or Multiemployer Plan pursuant to Section 4041(a)(2) or 4041A of ERISA, (d) the institution of proceedings to terminate a Plan or Multiemployer Plan by the PBGC under Section 4042 of ERISA, (e) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or Multiemployer Plan, or (f) the complete or partial withdrawal of the Lessee or any ERISA Affiliate from a Multiemployer Plan. "Termination Notice" shall have the meaning specified in Section 16.1 of the Lease. "Termination Value" shall mean, as of any date of determination, the sum of (a) either (i) with respect to all Properties, an amount equal to the aggregate outstanding Property Cost for all the Properties, or (ii) with respect to a particular Property, an amount equal to the outstanding Property Cost allocable to the particular Property in question, plus (b) respecting the amounts described in each of the foregoing subclause (i) or (ii), as applicable, any and all accrued interest on the Loans and any and all Holder Yield on the Holder Advances related to the applicable Property Cost, plus (c) to the extent not otherwise paid on such date of determination, all other Rent and other amounts then due and payable for all Properties under the Lease or any other Operative Agreement (including without limitation all amounts due and payable under Sections 13.1 or 13.2 of the Participation Agreement and all costs and expenses referred to in clause FIRST of Section 22.2 of the Lease). "TMC" shall mean TMC Foundation, an Arizona non-profit corporation. "Transaction Expenses" shall mean all costs and expenses incurred in connection with the preparation, execution and delivery of the Operative Agreements and the transactions contemplated by the Operative Agreements including without limitation: (a) the reasonable fees, out-of-pocket expenses and disbursements of counsel in negotiating the terms of the Operative Agreements and the other transaction documents, preparing for the closings under, and rendering opinions in connection with, such transactions and in rendering other services customary for counsel representing parties to transactions of the types involved in the transactions contemplated by the Operative Agreements; (b) any and all other reasonable fees, charges or other amounts payable to the Lenders, Agent, the Holders, the Owner Trustee or any broker which arises under any of the Operative Agreements; A-25 (c) any other reasonable fee, out-of-pocket expenses, disbursement or cost of any party to the Operative Agreements or any of the other transaction documents; and (d) any and all Taxes and fees incurred in recording or filing any Operative Agreement or any other transaction document, any deed, declaration, mortgage, security agreement, notice or financing statement with any public office, registry or governmental agency in connection with the transactions contemplated by the Operative Agreement. "Trust Agreement" shall mean the Trust Agreement dated as of the Initial Closing Date between the Holders and the Owner Trustee, as such agreement may be amended, modified, restated or supplemented from time to time in accordance with the terms thereof. "Trust Company" shall mean First Security Bank, National Association in its individual capacity, and any successor owner trustee under the Trust Agreement, in each case in its individual capacity. "Trust Estate" shall have the meaning specified in Section 2.2 of the Trust Agreement. "Type" shall mean, as to any Loan, whether it is a Base Rate Loan or a Eurodollar Loan. "UCC Financing Statements" shall mean collectively the Lender Financing Statements and the Lessor Financing Statements. "Uniform Commercial Code" and "UCC" shall mean the Uniform Commercial Code as in effect in any applicable jurisdiction. "United States Bankruptcy Code" shall mean Title 11 of the United States Code. "U.S." shall mean the United States of America, its territories, its possessions and all other areas subject to its jurisdiction. "Voting Stock" shall mean, with respect to any Person, capital stock issued by a corporation or equivalent interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right to vote may have been suspended by the happening of such a contingency. "Withdrawal Liability" shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA. "Work" shall mean the furnishing of labor, materials, components, furniture, furnishings, fixtures, appliances, machinery, equipment, tools, power, water, fuel, lubricants, supplies, goods or services with respect to any Property. A-26