{"id":41197,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/participation-agreement-healthsouth-corp-first-security-bank.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"participation-agreement-healthsouth-corp-first-security-bank","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/participation-agreement-healthsouth-corp-first-security-bank.html","title":{"rendered":"Participation Agreement &#8211; HealthSouth Corp., First Security Bank NA, The Chase Manhattan Bank, UBS Warburg LLC, Deutsche Bank Securities Inc., Deutsche Bank AG and UBS AG"},"content":{"rendered":"<pre>\n--------------------------------------------------------------------------------\n\n\n                             PARTICIPATION AGREEMENT\n                          Dated as of October 31, 2000\n                                      among\n                             HEALTHSOUTH Corporation\n\n                                   as Lessee,\n\n                   FIRST SECURITY BANK, NATIONAL ASSOCIATION,\n                      not individually, except as expressly\n                   stated herein, but solely as Owner Trustee\n                 under the HEALTHSOUTH Corporation Trust 2000-1,\n\n                           THE VARIOUS BANKS AND OTHER\n                     LENDING INSTITUTIONS WHICH ARE PARTIES\n                            HERETO FROM TIME TO TIME,\n                                 as the Holders,\n\n                           THE VARIOUS BANKS AND OTHER\n                           LENDING INSTITUTIONS WHICH\n                      ARE PARTIES HERETO FROM TIME TO TIME,\n\n                                 as the Lenders,\n\n                            THE CHASE MANHATTAN BANK,\n                             as Documentation Agent,\n\n                                UBS WARBURG LLC,\n                                       and\n                         DEUTSCHE BANK SECURITIES, INC.,\n                            as Joint Lead Arrangers,\n\n                        DEUTSCHE BANK AG NEW YORK BRANCH,\n                              as Syndication Agent,\n\n                                       and\n                            UBS AG, STAMFORD BRANCH,\n                         as Administrative Agent for the\n                                     Lenders\n\n\n--------------------------------------------------------------------------------\n\n\n\n\n                            PARTICIPATION AGREEMENT\n\n                  THIS PARTICIPATION AGREEMENT, dated as of October 31, 2000 (as\nfurther amended or supplemented from time to time, this \"Agreement\"),  is by and\namong HEALTHSOUTH Corporation.,  as Lessee (the \"Lessee\"),  FIRST SECURITY BANK,\nNATIONAL ASSOCIATION,  a national banking association,  not individually (in its\nindividual  capacity,  the \"Trust Company\"),  except as expressly stated herein,\nbut solely as Owner Trustee under the HEALTHSOUTH  Corporation Trust 2000-1 (the\n\"Owner Trustee\" or the \"Lessor\"),  THE CHASE  MANHATTAN  BANK, as  Documentation\nAgent;  UBS  WARBURG  LLC and  DEUTSCHE  BANK  SECURITIES,  INC.,  as Joint Lead\nArrangers;  DEUTSCHE  BANK AG NEW YORK BRANCH,  as  Syndication  Agent;  UBS AG,\nStamford Branch, as Administrative Agent (in such capacity, the \"Agent\") for the\nLenders and the Holders;  UBS AG, Stamford  Branch,  and the various other banks\nand lending  institutions which are parties hereto from time to time as Holders,\nand UBS AG, Stamford Branch and the various other banks and lending institutions\nwhich are parties  hereto from time to time as Lenders.  Capitalized  terms used\nbut not otherwise defined in this Agreement shall have the meanings set forth in\nAppendix A hereto.\n\n                  In consideration of the mutual agreements herein contained and\nother good and valuable consideration,  receipt of which is hereby acknowledged,\nthe parties hereto hereby agree as follows:\n\n         SECTION 1. THE LOANS.\n\n                  The  Lenders  have  agreed  to  make  Loans  in  an  aggregate\nprincipal amount of up to the aggregate amount of the Commitments of the Lenders\nin order for the Lessor to acquire the Properties and certain Improvements,  and\nin  consideration  of the receipt of such Loan  proceeds,  the Lessor,  upon the\nrequest of the relevant Lenders, will issue the Notes (together with any note or\nnotes issued in exchange or substitution  therefor in accordance with the Credit\nAgreement,  the \"Notes\").  The Loans shall be made and the Notes shall be issued\npursuant to the Credit  Agreement.  Pursuant to Section 5 of this  Agreement and\nSection 2 of the Credit  Agreement,  the Loans will be made to the Lessor on the\nClosing  Date and in  accordance  with this  Agreement  and the other  Operative\nAgreements.  The Loans  and the  obligations  of the  Lessor  under  the  Credit\nAgreement are secured by the Collateral.\n\n         SECTION 2. HOLDER ADVANCES.\n\n                  Subject to the terms and  conditions of this  Agreement and in\nreliance on the  representations  and  warranties of each of the parties  hereto\ncontained  herein or made  pursuant  hereto on each  date  Advances  are made in\naccordance  with Section 5 hereof,  each Holder shall make a Holder Advance on a\npro rata basis to the Owner Trustee with respect to the HEALTHSOUTH  Corporation\nTrust  2000-1  based  on its  Holder  Commitment  in an  amount  in  immediately\navailable  funds such that the aggregate of all Holder  Advances  shall be three\npercent (3%) of the amount of the Advances being funded on such date;  provided,\nno Holder  shall be obligated  for any Holder  Advance in excess of its pro rata\nshare of the  Available  Holder  Commitment.  The  aggregate  amount  of  Holder\nAdvances  shall be up to the  aggregate  amount of the  Holder  Commitments.  No\nprepayment  or any other  payment with respect to any Advance shall be permitted\nsuch that the Holder Advance with respect to such Advance is less than 3% of\n\n\n                                       1\n\n\nthe outstanding amount of such Advance, except in connection with termination or\nexpiration of the Term or in connection  with the exercise of remedies  relating\nto the occurrence of a Lease Event of Default. The representations,  warranties,\ncovenants  and  agreements  of the  Holders  herein  and in the other  Operative\nAgreements are several, and not joint and several.\n\n         SECTION 3. SUMMARY OF TRANSACTIONS.\n\n         3.1 Operative Agreements. On the date hereof (the \"Closing Date\"), each\nof the  respective  parties  hereto and thereto  shall  execute and deliver this\nAgreement,  the Lease,  the Credit  Agreement,  the Notes (if  applicable),  the\nCertificates,  the  Trust  Agreement,  the  Security  Agreement  and such  other\ndocuments, instruments, certificates and opinions of counsel as agreed to by the\nparties hereto.\n\n         3.2  Closing  Date.  On the  Closing  Date and subject to the terms and\nconditions  of this  Agreement  (a) each Holder will make  available  to UBS AG,\nStamford  Branch,  the  amount  set forth for such  Holder on  Schedule 1 to the\nHolder Addendum, executed and delivered by such Holder pursuant to Section 14.18\nhereof,  constituting  the principal  amount of the Holder Advance to be made by\nsuch  Holder  hereunder,  and (b) each  Lender  will make  available  to UBS AG,\nStamford  Branch,  the amount set forth for such Lender on such Lender's  Lender\nAddendum executed and delivered by such Lender pursuant to Section 14.18 hereof,\nas the principal  amount of the Loan to be made by such Lender  thereunder.  The\nLessor will purchase pursuant to a Deed or lease pursuant to a Ground Lease each\nProperty,  as the  case  may  be,  as of the  Closing  Date,  and a Lien on each\nProperty  for the benefit of the Agent shall be in full force and effect  before\nand after the execution of the required Security Documents.  After giving effect\nto the Advances on the Closing  Date,  there shall no longer be any  Commitments\noutstanding.\n\n         SECTION 4. THE CLOSING.\n\n         4.1  Closing  Date.  All  documents  and  instruments  required  to  be\ndelivered  on the  Closing  Date shall be  delivered  at the  offices of Simpson\nThacher &amp; Bartlett,  425 Lexington Avenue,  New York, New York, or at such other\nlocation as may be determined by the Lessor, the Agent and the Lessee.\n\n         SECTION 5. MAKING OF ADVANCES.\n\n         5.1 General.\n\n             The Lessor has used and will use the proceeds of the Advances  made\non the date  hereof to acquire  the  Properties,  repay the  existing  loans and\nadvances.\n\n         5.2 Intentionally Deleted.\n\n         5.3 Conditions  to  the Holders' and the Lenders'  Obligations  to Make\nAdvances on the Closing Date.\n\n             Subject  to  Section  6, the  obligations  of each  Holder  to make\nHolder  Advances,  and each Lender to make Loans on the Closing Date are subject\nto the  prior  or  contemporaneous  satisfaction  or  waiver  of  the  following\nconditions precedent:\n\n                                       2\n\n\n\n(a) the correctness in all material respects on such date of the representations\nand warranties of the Owner Trustee, the Lessee and the Holders contained herein\nand in each of the other Operative Agreements;\n\n(b) the  performance  in all material  respects by the Lessee of its  agreements\ncontained herein and in the other Operative Agreements which covenants are to be\nperformed by it on or prior to such date;\n\n(c) the  satisfaction  of all conditions to any such making of Holder Advance or\nLoan set forth in any Operative Agreement;\n\n(d) no Default or Event of Default under any of the Operative  Agreements  shall\nhave occurred after giving effect to the making of Holder Advances and Loans;\n\n(e) title to each Property shall conform to the  representations  and warranties\nset forth in Section 7.2(l) and 7.3(l) hereof;\n\n(f) the Lessor  shall have good and  marketable  title to each  Property  in fee\nsimple,  subject  only to the  Permitted  Exceptions.  The Lessor shall have the\nright to grant the Mortgage Instruments on the Properties;\n\n(g) the Lessee shall have delivered to the Agent and the Owner Trustee,  a title\ninsurance  policy in favor of the Agent and Owner  Trustee  with respect to each\nProperty,  such policy being in form and substance reasonably  acceptable to the\nOwner  Trustee  and  the  Agent,  with  such  title  exceptions  thereto  as are\nreasonably acceptable to the Owner Trustee and the Agent;\n\n(h) the Lessee  shall have  delivered  to the Agent and the Owner  Trustee (A) a\n\"Phase I\" environmental site assessment with respect to each Property,  prepared\nby an independent recognized professional reasonably acceptable to the Agent and\nthe Owner Trustee and in a form and substance  that is reasonably  acceptable to\nthe Agent and the Owner Trustee,  and (B) the Agent shall have received  letters\nfrom such  environmental  professional  stating,  among other  things,  that the\nAgent,  the  Lenders,  the  Owner  Trustee  and  the  Holders  may  rely  on the\nEnvironmental  Report with respect to each Property  which were prepared by such\nfirm as if they were originally addressed to them in all respects;\n\n(i) the Lessee  shall have  delivered  to the Agent,  the Owner  Trustee and the\nTitle Company an as-built  survey of each Property  certified to the Agent,  the\nHolders,  the Owner Trustee and the Title  Company,  prepared by an  independent\nrecognized  professional  meeting  the  then  current  minimum  standard  detail\nrequirements  for American Land Title  Association and the American  Congress of\nSurveying and Mapping  (ALTA\/ACSM) Land Title Surveys certified to the Agent and\notherwise reasonably acceptable to the Agent;\n\n(j) the Lessee  shall  have  caused to be  delivered  to the Agent and the Owner\nTrustee a legal opinion (in the form attached  hereto as Exhibit A) from counsel\nlocated in the state where each Property is located;\n\n                                       3\n\n\n(k) the Owner  Trustee and the Agent shall be  satisfied,  in their  discretion,\nthat the execution of the Mortgage  Instruments and the other Security Documents\nwill not  adversely  affect  in any  material  respect  the  rights of the Owner\nTrustee,  the  Holders,  the Agent or the Lenders  under or with  respect to the\nother Operative Agreements in effect as of the Closing Date (it being understood\nand  acknowledged  that the Agent and the Owner  Trustee  may  require  that the\nLessee deliver an acceptable legal opinion in connection with this condition);\n\n(l) the  Lessee  shall  have  delivered  to the  Agent  and the  Owner  Trustee,\nrespecting  each  Property,  Invoices for the various  Transaction  Expenses and\nother  fees,  expenses  and  disbursements  referenced  in  Section  9.1 of this\nAgreement (to the extent paid from Loan  proceeds) and an Officer's  Certificate\nin the form attached  hereto as Exhibit B specifying  the Property Cost for each\nProperty;\n\n(m) the  Lessee  shall  have  delivered  to the  Agent  and the  Owner  Trustee,\nrespecting each Property,  certificates of insurance meeting the requirements of\nSection 14.3 of the Lease;\n\n(n) the Lessor  shall have  delivered  to the Agent a  Mortgage  Instrument  and\nLender  Financing  Statements with respect to each Property in a form reasonably\nacceptable to the Agent and Lessee and all necessary recording fees, documentary\nstamp  taxes or similar  amounts  will be paid in  connection  with the  related\nMortgage Instrument in an amount sufficient to cover such maximum total Property\nCost,  or (in  the  case of the  recording  tax  with  respect  to the  Mortgage\nInstrument)  in an amount  required to be paid at the time of  recording of such\ninstrument  (provided  that the  Lessee  shall  promptly  pay or  reimburse  any\nIndemnified Person for payment of, any additional  recording tax that may be due\nat any time with respect to such instrument);\n\n(o) the Lessee shall have delivered to the Lessor with respect to each Property,\na Memorandum of Lease (such  memorandum to be substantially in the form attached\nto the Lease as Exhibit B and in form suitable for recording);\n\n(p) the  Lessee  shall  have  delivered  to the  Lessor,  with  respect  to each\nProperty, Lessor Financing Statements executed by the Lessee and the Lessor;\n\n(q) all necessary (or in the reasonable opinion of the Owner Trustee, the Agent,\nor their  respective  counsel,  advisable)  Governmental  Actions,  in each case\nrequired  by any law or  regulation  enacted,  imposed or adopted on or prior to\neach such date or by any  change in facts or  circumstances  on or prior to each\nsuch date, shall have been obtained or made and be in full force and effect;\n\n(r) if any such  Property is subject to a Ground  Lease,  the Lessee  shall have\ncaused a lease  memorandum (in form and substance  satisfactory to the Agent) to\nbe delivered to the Agent for such Ground lease;\n\n(s) the Lessee shall cause (i) Uniform  Commercial Code lien searches,  tax lien\nsearches and judgment lien searches  regarding each of the Lessee and the Lessor\nto be conducted  (and copies  thereof to be delivered to the Agent and the Owner\nTrustee) in the \n\n                                       4\n\n\n\nstate and county (or other Jurisdiction) in which each Property is located, by a\nnationally  recognized  search  company  acceptable to the Owner Trustee and the\nAgent,   and  (ii)  the  liens  referenced  in  such  lien  searches  which  are\nobjectionable  to the  Owner  Trustee  or the  Agent  to be  either  removed  or\notherwise handled in a manner  reasonably  satisfactory to the Owner Trustee and\nthe Agent;\n\n(t) the Agent shall have received an Appraisal  for each  Property  showing that\neach Property has an enterprise  value,  when taken together with the enterprise\nvalue of all other  Properties,  equal to at least  fifty  percent  (50%) of the\nTotal Property Cost of all Properties and all Improvements constructed thereon;\n\n(u) The Agent shall have received a certificate of the chief  financial  officer\nof the Lessee (i) attaching copies of all consents,  authorizations  and filings\nrequired to consummate the transactions contemplated by this Agreement, and (ii)\nstating that such  consents,  licenses and filings are in full force and effect,\nand each such consent,  authorization  and filing shall be in form and substance\nreasonably satisfactory to the Agent; and\n\n(v)  all  conditions  set  forth  in  Section  5.1 of the  Existing  HEALTHSOUTH\nCorporation Credit Agreement shall have been satisfied.\n\n         5.4 Inspection of Documents; Hold Harmless; Removal of Property.\n\n             Any   document   or  item   (including   without   limitation   any\nenvironmental  report)  delivered to the Agent shall be available for inspection\nat any time during ordinary  business hours upon reasonable notice by any Lender\nor Holder.  The Agent shall not incur any  liability to any Lender,  any Holder,\nthe Owner Trustee or any other Person (and each Lender,  each Holder,  the Owner\nTrustee and the Lessee hereby holds the Agent harmless from any such  liability)\nas a result of any such document or item, any information contained therein, the\nfailure to receive any such document,  or the Agent's  approval of any Property.\nIn the  event  the  Majority  Lenders  determine  that  any  environmental  site\nassessment  reveals an  Environmental  Violation and they or the Agent so notify\nthe Lessee, then the Lessee shall remedy or purchase such Property in accordance\nwith Sections 15.2. 16.1 and 16.2 of the Lease.\n\n         SECTION 6. CONDITIONS OF THE CLOSING.\n\n         6.1 Conditions to the Lessor's and the Holders' Obligations.\n\n             The  obligations  of the Lessor and the Holders to  consummate  the\ntransactions  contemplated by this Agreement on the Closing Date,  including the\nobligation to execute and deliver the applicable  Operative  Agreements to which\neach is a party  on the  Closing  Date,  are  subject  to (i) the  accuracy  and\ncorrectness  on the Closing Date of the  representations  and  warranties of the\nother parties hereto contained herein,  (ii) the accuracy and correctness on the\nClosing Date of the  representations  and warranties of the other parties hereto\ncontained in any other  Operative  Agreement or certificate  delivered  pursuant\nhereto or thereto,  (iii) the  performance  by the other parties hereto of their\nrespective agreements contained herein and in the other Operative Agreements and\nto be  performed  by  them  on or  prior  to  the  Closing  Date  and \n\n                                       5\n\n\n(iv) the  satisfaction,  or waiver by the Lessor and the Holders,  of all of the\nfollowing conditions on or prior to the Closing Date:\n\n         (a) Each of the Operative  Agreements  shall have been duly authorized,\n         executed and delivered by the parties  thereto,  other than the Lessor,\n         and  shall be in full  force and  effect,  and no  Default  or Event of\n         Default shall exist  thereunder (both before and after giving effect to\n         the  transactions  contemplated by the Operative  Agreements),  and the\n         Lessor  shall  have  received  a  fully  executed  copy  of each of the\n         Operative  Agreements  (other  than the  Notes  of which it shall  have\n         received  specimens).  The Operative Agreements (or memoranda thereof),\n         any  supplements  thereto  and any  financing  statements  and  fixture\n         filings in connection  therewith  required under the Uniform Commercial\n         Code shall have been filed or shall be promptly filed, if necessary, in\n         such  manner as to enable the  Lessee's  counsel to render its  opinion\n         referred to in Section 6.1(g) hereof;\n\n         (b) All taxes, fees and other charges in connection with the execution,\n         delivery,   recording,   filing  and   registration  of  the  Operative\n         Agreements  shall have been paid or provision  for such  payment  shall\n         have been made to the  reasonable  satisfaction  of the  Lessor and the\n         Agent;\n\n         (c) No action or proceeding shall have been  instituted,  nor shall any\n         action or proceeding be threatened,  before any Governmental Authority,\n         nor shall any order, judgment or decree have been issued or proposed to\n         be issued by any  Governmental  Authority  (i) to set aside,  restrain,\n         enjoin or prevent the full  performance  of this  Agreement,  any other\n         Operative  Agreement or any transaction  contemplated hereby or thereby\n         or (ii) which is reasonably likely to have a Material Adverse Effect;\n\n         (d) In the  reasonable  opinion of the Lessor and the Holders and their\n         counsel,  the transactions  contemplated by the Operative Agreements do\n         not and will not violate any material Legal Requirements and do not and\n         will not subject the Lessor or the  Holders to any  materially  adverse\n         regulatory prohibitions or constraints,  in each case enacted, imposed,\n         adopted or proposed since the date hereof;\n\n         (e) The Lessor  and the Agent  shall each have  received  an  Officer's\n         Certificate  of the Lessee,  dated as of the Closing  Date, in the form\n         attached  hereto as Exhibit C or in such  other  form as is  reasonably\n         acceptable   to  such   parties   stating   that  (a)  each  and  every\n         representation  and warranty of the Lessee  contained in the  Operative\n         Agreements  to which it is a party is true and correct in all  material\n         respects  on and as of the  Closing  Date;  (ii) no Default or Event of\n         Default has occurred and is continuing  under any Operative  Agreement;\n         (iii) each  Operative  Agreement  to which Lessee is a party is in full\n         force and effect with respect to it; and (iv) the Lessee has  performed\n         and complied with all covenants,  agreements  and conditions  contained\n         herein  or in any  Operative  Agreement  required  to be  performed  or\n         complied with by it on or prior to the Closing Date;\n\n         (f) The Lessor and the Agent shall each have received (i) a certificate\n         of the  Secretary or an  Assistant  Secretary of the Lessee in the form\n         attached  hereto as Exhibit D or in such  other  form as is  reasonably\n         acceptable  to such  parties  attaching  and  certifying \n\n                                       6\n\n\n         as to (A) the  resolutions  of the Board of  Directors  of Lessee  duly\n         authorizing  the execution,  delivery and performance by Lessee of each\n         of the  Operative  Agreements  to which it is or will be a party  and a\n         statement that the resolutions have not been amended, modified, revoked\n         or rescinded, (B) its certificate of incorporation and by-laws, in each\n         case  certified  as of a recent date by the  Secretary  of State of the\n         State of its incorporation,  as correct and complete copies and (C) the\n         incumbency  and signature of persons  authorized to execute and deliver\n         on its behalf the Operative  Agreements to which it is a party and (ii)\n         a good standing  certificate from the appropriate officer of each state\n         in which any Property is located as to its good standing in such state;\n\n         (g) Haskell Slaughter &amp; Young,  L.L.C.,  counsel for the Lessee,  shall\n         have  issued to the Lessor,  the Agent,  the Lenders and the Holders an\n         opinion in the form attached hereto as Exhibit A;\n\n         (h) As of the Closing  Date,  there shall not have  occurred any event,\n         condition,  situation or status since December 31, 1999 that has had or\n         could  reasonably be expected to result in a Material  Adverse  Effect;\n         and\n\n         (i) The Agent and the Joint Lead Arrangers shall have received the fees\n         to be paid on the Closing Date pursuant to the Fee Letter, or any other\n         Lender or Holder  entitled  to fees to be paid on the  Closing  Date by\n         Lessee  have  received  fees;  which  fees  shall not be paid using the\n         proceeds, if any, of the Loans or Holder Advances.\n\n         6.2 Conditions to the Lessee's Obligations.\n\n             The  obligation  of  the  Lessee  to  consummate  the  transactions\ncontemplated by this Agreement on the Closing Date,  including the obligation to\nexecute  and  deliver  the  Operative  Agreements  to which it is a party on the\nClosing Date, is subject to (i) the accuracy and correctness on the Closing Date\nof the  representations  and  warranties of the other parties  hereto  contained\nherein,   (ii)  the  accuracy  and  correctness  on  the  Closing  Date  of  the\nrepresentations  and  warranties  of the other parties  hereto  contained in any\nother Operative  Agreement or certificate  delivered pursuant hereto or thereto,\n(iii) the performance by the other parties hereto of their respective agreements\ncontained  herein  and in the  other  Operative  Agreements,  in each case to be\nperformed by them on or prior to the Closing Date, and (iv) the  satisfaction or\nwaiver  by the  Lessee  of all of the  following  conditions  on or prior to the\nClosing Date:\n\n         (a) Each of the Operative  Agreements to be entered into on the Closing\n         Date shall have been duly  authorized,  executed  and  delivered by the\n         parties thereto,  other than the Lessee, and shall be in full force and\n         effect, and no Default,  other than Defaults of the Lessee, shall exist\n         thereunder, and the Lessee shall have received a fully executed copy of\n         each of the  Operative  Agreements  (other than Notes of which it shall\n         have received a specimen);\n\n         (b) In the  reasonable  opinion  of the  Lessee  and its  counsel,  the\n         transactions  contemplated  by the Operative  Agreements do not violate\n         any  material  Legal  Requirements  and will not subject  Lessee to any\n         materially adverse regulatory prohibitions or constraints;\n\n                                       7\n\n\n\n         (c) No action or proceeding shall have been  instituted,  nor shall any\n         action or proceeding be threatened,  before any Governmental Authority,\n         nor shall any order, judgment or decree have been issued or proposed to\n         be issued by any  Governmental  Authority  (i) to set aside,  restrain,\n         enjoin or prevent the full  performance  of this  Agreement,  any other\n         Operative  Agreement or any transaction  contemplated hereby or thereby\n         or (ii) which is reasonably likely to have a Material Adverse Effect;\n\n         (d) The Lessee  and the Agent  shall each have  received  an  Officer's\n         Certificate  of the Lessor  dated as of such  Closing  Date in the form\n         attached  hereto as Exhibit E or in such  other  form as is  reasonably\n         acceptable  to Lessee  and the Agent,  stating  that (i) each and every\n         representation  and warranty of the Lessor  contained in the  Operative\n         Agreements  to which it is a party is true and correct on and as of the\n         Closing Date;  (ii) each  Operative  Agreement to which the Lessor is a\n         party is in full  force and  effect  with  respect to it, and (iii) the\n         Lessor has duly performed and complied with all  covenants,  agreements\n         and conditions  contained herein or in any Operative Agreement required\n         to be performed or complied with by it on or prior to the Closing Date;\n\n         (e) The Lessee and the Agent shall each have received (i) a certificate\n         of the  Secretary,  an  Assistant  Secretary,  Trust  Officer  or  Vice\n         President of the Trust Company in the form attached hereto as Exhibit F\n         or in such other  form as is  reasonably  acceptable  to Lessee and the\n         Agent, attaching and certifying as to (A) the signing resolutions,  (B)\n         its articles of incorporation or other equivalent charter documents, as\n         the  case  may be,  certified  as of a  recent  date by an  appropriate\n         officer of the Trust Company, (C) its bylaws and (D) the incumbency and\n         signature  of persons  authorized  to execute and deliver on its behalf\n         the  Operative  Agreements  to  which  it is a  party  and  (ii) a good\n         standing  certificate  from the  state of  incorporation  of the  Trust\n         Company; and\n\n         (f) Ray, Quinney &amp; Nebeker,  counsel for the Lessor,  shall have issued\n         to the Lessee, the Holders, the Lenders and the Agent an opinion in the\n         form attached hereto as Exhibit G.\n\n         6.3 Conditions to the Agent's and Lenders' Obligations.\n\n             The  obligation  of each of the Agent and the Lenders to consummate\nthe transactions  contemplated by this Agreement on the Closing Date,  including\nthe obligation to execute and deliver each of the Operative  Agreements to which\nit is a  party  on the  Closing  Date,  is  subject  to  (i)  the  accuracy  and\ncorrectness  on the Closing Date of the  representations  and  warranties of the\nother parties hereto contained herein,  (ii) the accuracy and correctness on the\nClosing Date of the  representations  and warranties of the other parties hereto\ncontained in any other  Operative  Agreement or certificate  delivered  pursuant\nhereto or thereto,  (iii) the  performance  by the other parties hereto of their\nrespective agreements contained herein and in the other Operative Agreements, in\neach case to be performed by them on or prior to the Closing Date,  and (iv) the\nsatisfaction,  or waiver by the Agent, of all of the following  conditions on or\nprior to the Closing Date:\n\n         (a) Each of the Operative  Agreements to be entered into on the Closing\n         Date shall have been duly  authorized,  executed  and  delivered by the\n         parties  thereto,  other than the\n\n                                       8\n\n\n         Agent,  and shall be in full force and effect,  and no Default or Event\n         of Default shall exist  thereunder (both before and after giving effect\n         to the transactions contemplated by the Operative Agreements),  and the\n         Agent  shall  have  received  a  fully  executed  copy  of  each of the\n         Operative  Agreements  (including the Notes). The Operative  Agreements\n         (or  memoranda  thereof),  any  supplements  thereto and any  financing\n         statements and fixture filings in connection  therewith  required under\n         the Uniform  Commercial Code shall have been filed or shall be promptly\n         filed, if necessary,  in such manner as to enable the Lessor's  counsel\n         to render its opinion referred to in Section 6.2(f) hereof;\n\n         (b) The satisfaction of each of the conditions set forth in Sections 6.\n         1(b), (c), (e), (f), (g), (h) and (i) and Sections 6.2(d),  (e) and (f)\n         hereof, and\n\n         (c) In the  reasonable  opinion  of the  Agent  and  its  counsel,  the\n         transactions  contemplated by the Operative  Agreements do not and will\n         not violate any  material  Legal  Requirements  and do not and will not\n         subject the Agent or the Lenders to any materially  adverse  regulatory\n         prohibitions or constraints.\n\n         SECTION 7. REPRESENTATIONS AND WARRANTIES ON THE CLOSING DATE.\n\n         7.1 Representations and Warranties of the Holders.\n\n             Effective as of the Closing  Date,  each of the Holders  represents\nand warrants to each of the other parties hereto that:\n\n         (a) It is duly organized,  validly  existing and in good standing under\n         the laws of the  jurisdiction  of its formation,  and has the power and\n         authority to carry on its business as now  conducted  and to enter into\n         and perform its obligations under each Operative  Agreement to which it\n         is or will be a party and each other agreement, instrument and document\n         to be executed  and  delivered  by it on or before each Closing Date in\n         connection with or as contemplated by each such Operative  Agreement to\n         which it is or will be a party;\n\n         (b) The execution, delivery and performance of each Operative Agreement\n         to which it is or will be a party  have  been  duly  authorized  by all\n         necessary corporate, limited liability company or partnership action on\n         its part and  neither  the  execution  and  delivery  thereof,  nor the\n         consummation of the transactions  contemplated  thereby, nor compliance\n         by it with any of the terms and provisions thereof (i) requires or will\n         require any approval of the  stockholders of, or approval or consent of\n         any  trustee or holder of any  indebtedness  or  obligations  of,  such\n         Holder which has not been  obtained or is not in full force and effect,\n         (ii)  violates or will violate any Legal  Requirement  applicable to or\n         binding on it (except no  representation  or warranty is made as to any\n         Legal  Requirement to which it may be subject solely as a result of the\n         activities of the Lessee) as of the date hereof, (iii) violates or will\n         violate or result in any breach of or constitute any default under,  or\n         result  in the  creation  of any Lien upon any  Property  or any of the\n         Improvements  (other than Liens  created by the  Operative  Agreements)\n         under its  certificate of  incorporation  or other  equivalent  charter\n         documents, or any indenture, mortgage, chattel mortgage, deed of trust,\n         conditional  sales  contract,  bank loan or credit  agreement  or other\n         agreement  or \n\n                                       9\n\n\n         instrument  to which it is a party or by which it or its  properties is\n         bound or affected or (iv)  requires  or will  require any  Governmental\n         Action by any  Governmental  Authority  (other than  arising  solely by\n         reason of the  business,  condition or  activities of the Lessee or any\n         Affiliate  thereof or the  construction or use of the Properties or the\n         Improvements);\n\n         (c) This Agreement and each other Operative Agreement to which it is or\n         will be a party has been, or will be, duly executed and delivered by it\n         and  constitutes,  or upon  execution and delivery will  constitute,  a\n         legal,  valid  and  binding  obligation   enforceable   against  it  in\n         accordance  with  the  terms  thereof,  subject  to the  effect  of any\n         applicable bankruptcy, moratorium, insolvency,  reorganization or other\n         similar  laws  affecting  the   enforceability   of  creditors'  rights\n         generally and to the effect of general  principles  of equity  (whether\n         considered in a proceeding at law or in equity);\n\n         (d) There is no  action or  proceeding  pending  or, to its  knowledge,\n         threatened against it before any Governmental  Authority that questions\n         the validity or enforceability  of any Operative  Agreement to which it\n         is or will  become a party  or that,  if  adversely  determined,  would\n         materially and adversely  affect its ability to perform its obligations\n         under the Operative Agreements to which it is a party;\n\n         (e) It has not  assigned  or  transferred  any of its  right,  title or\n         interest in or under the Lease except in accordance  with the Operative\n         Agreements;\n\n         (f) No  Default  or Event of  Default  under the  Operative  Agreements\n         attributable to it has occurred and is continuing;\n\n         (g) Except as otherwise  contemplated by the Operative  Agreements,  it\n         has not,  it shall not,  and it did not,  nor shall it direct the Owner\n         Trustee  to, use the  proceeds  of any Loan or Holder  Advance  for any\n         purpose  other than the payment of  Transaction  Expenses and the fees,\n         expenses  and other  disbursements  referenced  in  Section  9.1of this\n         Agreement; and\n\n         (h) It is  acquiring  its  interest  in the  Trust  Estate  for its own\n         account for investment and not with a view to any distribution (as such\n         term is used in Section 2(11) of the  Securities  Act) thereof,  and no\n         part of such amount constitutes the assets of any Employee Benefit Plan\n         and if in the future it should decide to dispose of its interest in the\n         Trust Estate,  it understands that it may do so only in compliance with\n         the Securities Act and the rules and  regulations of the Securities and\n         Exchange  Commission  thereunder  and any applicable  state  securities\n         laws.  Neither it nor anyone  authorized to act on its behalf has taken\n         or will take any action which would subject, as a direct result of such\n         action alone, the issuance or sale of any interest in any Property, the\n         Trust Estate or the Lease to the registration requirements of Section 5\n         of the Securities Act. No representation or warranty  contained in this\n         Section  7.1(g)  shall  include or cover any action or  inaction of the\n         Lessee or any Affiliate thereof whether or not purportedly on behalf of\n         the Holders, the Owner Trustee or any of their Affiliates.\n\n                                       10\n\n\n         7.2 Representations and Warranties of the Owner Trustee.\n\n             Effective  as of  the  Closing  Date,  the  Trust  Company  in  its\nindividual  capacity and as the Owner  Trustee,  as  indicated,  represents  and\nwarrants  to each of the other  parties  hereto as follows,  provided,  that the\nrepresentations in paragraphs (h), (i), (j) and (k) below are made solely in its\ncapacity as the Owner Trustee:\n\n         (a)  It is a  national  banking  association  duly  organized,  validly\n         existing and in good  standing  under the laws of the United  States of\n         America and has the power and  authority  to enter into and perform its\n         obligations under the Trust Agreement and (assuming due  authorization,\n         execution  and delivery of the Trust  Agreement by the Holders) has the\n         corporate and trust power and authority to act as the Owner Trustee and\n         to enter  into and  perform  the  obligations  under  each of the other\n         Operative  Agreements to which Trust Company or the Owner  Trustee,  as\n         the  case  may be,  is or will be a party  and  each  other  agreement,\n         instrument and document to be executed and delivered by it on or before\n         each Closing Date in connection  with or as  contemplated  by each such\n         Operative Agreement to which Trust Company or the Owner Trustee, as the\n         case may be, is or will be a party;\n\n         (b) The execution, delivery and performance of each Operative Agreement\n         to which it is or will be a party, either in its individual capacity or\n         (assuming  due  authorization,  execution  and  delivery  of the  Trust\n         Agreement by the Holders) as the Owner Trustee, as the case may be, has\n         been duly  authorized by all  necessary  action on its part and neither\n         the  execution  and  delivery  thereof,  nor  the  consummation  of the\n         transactions contemplated thereby, nor compliance by it with any of the\n         terms and provisions  thereof (i) requires or will require any approval\n         of its  stockholders,  or any  approval  or consent  of any  trustee or\n         holders of any of its  indebtedness  or  obligations,  (ii) violates or\n         will violate any current law,  governmental rule or regulation relating\n         to its  banking or trust  powers,  (iii)  violates  or will  violate or\n         result in any breach of or constitute any default  under,  or result in\n         the  creation  of any Lien  upon  any of its  property  under,  (A) its\n         charter or by-laws, or (B) any indenture,  mortgage,  chattel mortgage,\n         deed  of  trust,  conditional  sales  contract,  bank  loan  or  credit\n         agreement or other agreement or instrument to which it is a party or by\n         which it or its properties may be bound or affected,  which  violation,\n         breach, default or Lien under clause (B) would materially and adversely\n         affect its ability,  in its individual capacity or as Owner Trustee, to\n         perform its obligations under the Operative Agreements to which it is a\n         party or (iv) requires or will require any  Governmental  Action by any\n         Governmental Authority regulating its banking or trust powers;\n\n         (c) The Trust Agreement and, assuming the Trust Agreement is the legal,\n         valid and  binding  obligation  of the  Holders,  each other  Operative\n         Agreement to which the Trust Company or the Owner Trustee,  as the case\n         may be, is or will be a party have been,  or will be, duly executed and\n         delivered by Trust  Company or the Owner  Trustee,  as the case may be,\n         and the Trust  Agreement  and each such other  Operative  Agreement  to\n         which  Trust  Company  or the Owner  Trustee,  as the case may be, is a\n         party  constitutes,  or upon execution and delivery will constitute,  a\n         legal, valid and binding obligation  enforceable  against Trust Company\n         or the Owner Trustee,  as the case may be, in accordance with the terms\n         thereof;\n\n                                       11\n\n\n         (d) There is no  action or  proceeding  pending  or, to its  knowledge,\n         threatened to which it is or will be a party,  either in its individual\n         capacity or as the Owner  Trustee,  before any  Governmental  Authority\n         that, if adversely  determined,  would  materially and adversely affect\n         its ability, in its individual capacity or as Owner Trustee, to perform\n         its obligations  under the Operative  Agreements to which it is a party\n         or  would  question  the  validity  or  enforceability  of  any  of the\n         Operative Agreements to which it is or will become a party;\n\n         (e) It has not  assigned  or  transferred  any of its  right,  title or\n         interest in or under the Lease,  any other  Operative  Agreement or any\n         Property, except in accordance with the Operative Agreements;\n\n         (f) The  Lessor is not in default  under or with  respect to any of its\n         Contractual  Obligations  in any  respect  which  could have a material\n         adverse  effect on the  assets,  liabilities,  operations,  business or\n         financial condition of the Lessor. No Default or Event of Default under\n         the Operative Agreements attributable to the Owner Trustee has occurred\n         and is continuing;\n\n         (g) Except as otherwise  contemplated in the Operative Agreements,  the\n         Owner  Trustee  shall not use the  proceeds  of the  Loans  and  Holder\n         Advances  for any  purpose  other than  solely in  accordance  with the\n         provisions of the Operative Agreements;\n\n         (h) Neither the Owner  Trustee nor any Person  authorized  by the Owner\n         Trustee to act on its behalf has  offered or sold any  interest  in the\n         Trust Estate or the Notes, or in any similar  security  relating to any\n         Property,  or in any security the offering of which for the purposes of\n         the  Securities  Act would be deemed to be part of the same offering as\n         the offering of the  aforementioned  securities  to, or  solicited  any\n         offer to acquire any of the same from,  any Person  other than,  in the\n         case of the Notes,  the Lenders,  and neither the Owner Trustee nor any\n         Person  authorized  by the Owner Trustee to act on its behalf will take\n         any action  which  would  subject,  as a direct  result of such  action\n         alone,  the issuance or sale of any interest in the Trust Estate or the\n         Notes to the provisions of Section 5 of the Securities  Act, or require\n         the qualification of any Operative  Agreement under the Trust Indenture\n         Act of 1939, as amended;\n\n         (i) The Owner Trustee's chief place of business, chief executive office\n         and office where the  documents,  accounts and records  relating to the\n         transactions  contemplated  by this Agreement and each other  Operative\n         Agreement are kept are located at 79 South Main Street, Salt Lake City,\n         Utah 84111;\n\n         (j) The Owner Trustee is not engaged  principally in, and does not have\n         as one of its important  activities,  the business of extending  credit\n         for the purpose of  purchasing or carrying any margin stock (within the\n         meaning  of  Regulation  U of the  Board of  Governors  of the  Federal\n         Reserve  System of the United  States),  and no part of the proceeds of\n         the Loans or the  Holder  Advances  will be used by it to  purchase  or\n         carry any margin stock or to extend credit to others for the purpose of\n         purchasing  or carrying  any such margin  stock or for any purpose that\n         violates,  or is inconsistent with, the provisions of Regulations T, U,\n         or X of the Federal Reserve Board;\n\n                                       12\n\n\n         (k) The Owner  Trustee  is not a  \"holding  company\"  or a  \"subsidiary\n         company\"  of a  \"holding  company\"  or  an  \"affiliate\"  of a  \"holding\n         company\" or a \"public utility\" within the meaning of the Public Utility\n         Holding Company Act of 1935, as amended,  or a \"public  utility\" within\n         the meaning of the Federal Power Act, as amended.  The Owner Trustee is\n         not an \"investment company\" or a company \"controlled\" by an \"investment\n         company\"  within  the  meaning  of  the  Investment  Company  Act or an\n         \"investment  adviser\" within the meaning of the Investment Advisers Act\n         of 1940, as amended; and\n\n         (l) The Properties are free and clear of all Lessor Liens.\n\n         7.3 Representations and Warranties of the Lessee.\n\n                  Effective as of the Closing Date,  the Lessee  represents  and\nwarrants to each of the other parties hereto that:\n\n         (a) It and each of its Subsidiaries is duly organized, validly existing\n         and  in  good  standing  under  the  laws  of the  jurisdiction  of its\n         organization  and is  duly  qualified  to do  business  in  each  other\n         jurisdiction  where the nature of its business makes such qualification\n         necessary,  except  where such  failure to so qualify  would not have a\n         Material  Adverse Effect.  The Lessee and each of its  Subsidiaries has\n         the power and  authority to carry on its business as now  conducted and\n         to  enter  into  and  perform  its  obligations  under  each  Operative\n         Agreement  to which it is or will be a party and each other  agreement,\n         instrument and document to be executed and delivered by it on or before\n         the Closing Date in  connection  with or as  contemplated  by each such\n         Operative Agreement to which it is or will be a party;\n\n         (b) The execution,  delivery and  performance by the Lessee and each of\n         its relevant  Subsidiaries  of this  Agreement and the other  Operative\n         Agreements  to  which  each is or will be a party  (i) have  been  duly\n         authorized by all necessary  corporate action on the part of the Lessee\n         and each such Subsidiary  (including any necessary shareholder action),\n         (ii) have received all necessary  governmental  approval,  and (iii) do\n         not and will not (A) violate any Legal Requirement, decree, judgment or\n         award or order of any Governmental  Authority,  (B) violate or conflict\n         with,  or result in a breach of, any  provision of the  Certificate  of\n         Incorporation,  By-Laws or other organizational documents of the Lessee\n         or  any of  its  Subsidiaries,  or  any  indenture,  mortgage,  chattel\n         mortgage, deed of trust,  conditional sales contract, bank loan, credit\n         agreement  or other  agreement,  instrument  or  document  to which the\n         Lessee or any of its Subsidiaries is a party or which is binding on the\n         Lessee  or  any  of  its   Subsidiaries  or  any  of  their  respective\n         properties, or (C) result in, or require, the creation or imposition of\n         any  Lien  (other  than  pursuant  to  the.   terms  of  the  Operative\n         Agreements) on any asset of the Lessee or any of its Subsidiaries;\n\n         (c) Each of this Agreement and each other Operative  Agreement to which\n         the Lessee or any of its  Subsidiaries  is or will be a party has been,\n         or will be, duly executed and delivered by it and constitutes,  or upon\n         execution and delivery will  constitute,  the legal,  valid and binding\n         obligation  of the  Lessee  or such  Subsidiary,  as the  case  may be,\n         enforceable against it in accordance with the terms thereof. The Lessee\n         and each of its\n\n                                       13\n\n\n         relevant   Subsidiaries   have  each  executed  the  various  Operative\n         Agreements required to be executed as of the Closing Date;\n\n         (d) Except as disclosed in the Lessee's  annual report on Form 10-K for\n         the year  ended  December  31,  1999,  there are no  actions,  suits or\n         proceedings  (including,  without  limitation,  any derivative  action)\n         pending or, to the knowledge of the Lessee,  threatened with respect to\n         the Lessee or any of its Subsidiaries which, if adversely decided,  are\n         reasonably likely to result, either individually or collectively,  in a\n         Material Adverse Effect.  None of the Lessee or any of its Subsidiaries\n         has any material  contingent  liabilities not provided for or disclosed\n         in the financial  statements  referred to in Section 7.3(f),  which are\n         required  in  accordance  with GAAP to be  reported  in such  financial\n         statements;\n\n         (e)  No   Governmental   Action  by  any   Governmental   Authority  or\n         authorization, registration, consent, approval, waiver, notice or other\n         action by, to or of any other  Person is  required to  authorize  or is\n         required in connection with (i) the leasing of the Properties, (ii) the\n         execution, delivery or performance of any Operative Agreement, or (iii)\n         the  legality,  validity,  binding  effect  or  enforceability  of  any\n         Operative Agreement, in each case except those which have been obtained\n         and are in full force and effect;\n\n         (f)  (i)  The  audited   consolidated   financial   statements  of  the\n         Consolidated  Entities as of December  31,  1999,  copies of which have\n         been  furnished to the Agent and the Owner  Trustee,  were  prepared in\n         accordance  with GAAP applied on a consistent  basis and fairly present\n         the  financial  condition  of the  Lessee  and the  other  Consolidated\n         Entities on a consolidated basis as of such date and their consolidated\n         results  of  operations  for the  fiscal  year then  ended and (ii) the\n         unaudited consolidated financial statements as at June 30, 2000, copies\n         of which have been furnished to the Agent and the Owner  Trustee,  were\n         prepared in accordance with GAAP applied on a consistent basis (subject\n         to normal  year-end  adjustments)  and fairly  present in all  material\n         respects the  financial  condition  of the Lessee and its  Consolidated\n         Entities on a consolidated  basis as of such date and its  consolidated\n         results  of  operations  for the  fiscal  period  then  ended  and such\n         two-quarter period, respectively;\n\n         (g) Since the date of the audited  financial  statements  described  in\n         Section  7.3(f) there has been no event or occurrence  which has had or\n         is reasonably likely to have a Material Adverse Effect;\n\n         (h) The Lessee knows of no proposed material tax assessments against it\n         or any of its  Subsidiaries.  No  extension of time for  assessment  or\n         payment of any  material  federal,  state or local tax by the Lessee or\n         any of its Subsidiaries is in effect;\n\n         (i) Each of the Lessee and its ERISA Affiliates is in compliance in all\n         material  respects  with the  applicable  provisions  of ERISA  and the\n         regulations and published interpretations thereunder. The execution and\n         delivery of the Operative  Agreements  will not involve any  prohibited\n         transaction  within  the  meaning  of ERISA,  the Lessee and each ERISA\n         Affiliate  has  fulfilled  its  obligations  under the minimum  funding\n         standards  imposed by ERISA and each is in  compliance  in all material\n         respects with the  applicable \n\n                                       14\n\n\n         provisions of ERISA,  and no \"Reportable  Event,\" as defined in Section\n         4043(b) of Title IV of ERISA,  has  occurred  with  respect to any plan\n         maintained by the Lessee or any of its ERISA Affiliates.  No Reportable\n         Event has  occurred as to which the Lessee or any ERISA  Affiliate  was\n         required to file a report with the PBGC,  and the present  value of all\n         benefit liabilities under each Plan (based on those assumptions used to\n         fund  such  Plan)  did  not,  as of  the  last  annual  valuation  date\n         applicable  thereto,  exceed by more than  $1,000,000  the value of the\n         assets of such Plan.  Neither  the Lessee nor any ERISA  Affiliate  has\n         incurred any Withdrawal  Liability  which remains unpaid and that could\n         result in a Material  Adverse Effect.  Neither the Lessee nor any ERISA\n         Affiliate has received any notification that any Multiemployer  Plan is\n         in reorganization or has been terminated within the meaning of Title IV\n         of ERISA, and to the best knowledge of the Lessee no Multiemployer Plan\n         is   reasonably   expected   to   be   in   reorganization   or  to  be\n         terminated,where  such  reorganization  or termination  has resulted or\n         could  reasonably  be  expected  to result,  through  increases  in the\n         contributions  required  to be  made to such  Plan or  otherwise,  in a\n         Material Adverse Effect;\n\n         (j) Upon the execution  and delivery of the Lease,  (i) the Lessee will\n         have unconditionally  accepted the Properties and will have a valid and\n         subsisting  leasehold  interest in the Properties,  subject only to the\n         Permitted Exceptions, and (ii) no offset will exist with respect to any\n         Rent or other sums payable under the Lease;  \n\n         (k)  Neither  the  Lessee  nor  any of its  Subsidiaries  has  filed  a\n         voluntary  petition in  bankruptcy  or been  adjudicated  a bankrupt or\n         insolvent,  or filed any petition or answer seeking any reorganization,\n         liquidation,  receivership,  dissolution  or similar  relief  under any\n         bankruptcy,  receivership,  insolvency, or other law relating to relief\n         for debtors, or sought or consented to or acquiesced in the appointment\n         of any trustee, receiver,  conservator or liquidator of all or any part\n         of its  properties  or  its  interest  in any  Property.  No  court  of\n         competent  jurisdiction  has  entered  an  order,  judgment,  or decree\n         approving  a  petition   filed   against  the  Lessee  or  any  of  its\n         Subsidiaries  seeking  any  reorganization,  arrangement,  composition,\n         readjustment,  liquidation,  dissolution  or similar  relief  under any\n         federal  or state  bankruptcy,  receivership,  insolvency  or other law\n         relating  to  relief  for  debtors,  and no other  liquidator  has been\n         appointed for the Lessee or any of its  Subsidiaries or all or any part\n         of its  properties or its interest in any Property,  and no such action\n         is pending.  Neither the Lessee nor any of its  Subsidiaries  has given\n         notice to any  Governmental  Authority or any Person of  insolvency  or\n         pending insolvency, or suspension or pending suspension of operations;\n\n         (l)  The  Lessee  has a  subsisting  leasehold  interest  in all of the\n         Properties free and clear of all Liens,  except  Permitted  Liens.  The\n         Lessee has complied with all  obligations  under all leases relating to\n         the  Properties  to which it is a party and all such leases are in full\n         force  and  effect.  Each of the  Lessee  and its  Subsidiaries  enjoys\n         peaceful and undisturbed possession under all such leases;\n\n         (m)  Neither  the  Lessee  nor  any  of  its  Subsidiaries  is  (a)  an\n         \"investment  company\"  or a  company  \"controlled\"  by  an  \"investment\n         company\",  within  the  meaning  of the  Investment  Company  Act or an\n         \"investment  adviser\" within the meaning of the Investment Advisers Act\n         of 1940,  as  amended,  or (b) a \"holding  company\",  or a\n\n                                       15\n\n\n\n         \"subsidiary  company\" of a \"holding  company\",  or an  \"affiliate\" of a\n         \"holding company\" or of a \"subsidiary  company\" of a \"holding company\",\n         or a \"public utility\", within the meaning of the Public Utility Holding\n         Company  Act of 1935,  as  amended,  or a \"public  utility\"  within the\n         meaning of the Federal Power Act, as amended;\n\n         (n)  Neither  the  Lessee  nor  any  of  its  Subsidiaries  is  engaged\n         principally in, or has as one of its important activities, the business\n         of  extending  credit for the purpose of  purchasing  or  carrying  any\n         margin stock (within the meaning of Regulation U of the Federal Reserve\n         Board), and no part of the proceeds of the Loans or the Holder Advances\n         will  be  used  for  the  purpose,  whether  immediate,  incidental  or\n         ultimate,  of purchasing or carrying any margin stock or maintaining or\n         extending  credit to others for such  purpose,  or for any purpose that\n         violates, or is inconsistent with Regulations T, U, or X of the Federal\n         Reserve Board;\n\n         (o) The Lessee and each of its  Subsidiaries has filed all material tax\n         returns  and  reports  required by Law to have been filed by it and has\n         paid all  Taxes and  governmental  charges  thereby  shown to be owing,\n         except any such Taxes or charges which are being  diligently  contested\n         in  good  faith  by  appropriate  proceedings  and for  which  adequate\n         reserves  shall in  accordance  with  GAAP  have  been set aside on its\n         books;\n\n         (p) To the  best  of the  knowledge  of the  Lessee,  after  reasonable\n         inquiry,  the Lessee and each Subsidiary is in material compliance with\n         all  Environmental  Laws and Occupational  Safety and Health Laws where\n         failure to comply  could have a Material  Adverse  Effect.  Neither the\n         Lessee nor any of its  Subsidiaries  has received  notice of any claims\n         that any of them is not in compliance in all material respects with any\n         Environmental Law where failure to comply could have a Material Adverse\n         Effect;\n\n         (q) The Lessee and each of its  Subsidiaries  is in compliance with all\n         statutes,  judicial and administrative orders, permits and governmental\n         rules and  regulations  which are material to its  business  except for\n         such non-compliance as would not have a Material Adverse Effect;\n\n         (r) No financial  statement,  document,  certificate  or other  written\n         communication  furnished to the Agent, the Owner Trustee, any Lender or\n         any Holder by or on behalf of the Lessee or any Consolidated Entity, or\n         to the extent not a Consolidated  Entity any Subsidiary,  in connection\n         with  any  Operative  Agreement  contains  any  untrue  statement  of a\n         material fact or omits to state a material  fact  necessary to make the\n         statements contained herein or therein not misleading. There is no fact\n         known to the Lessee that materially  adversely  affects the business or\n         condition  of the  Lessee  or any  Material  Group  that  has not  been\n         disclosed herein or in such financial statements;\n\n         (s) Each of the Arizona  Ground Lease  Documents has been duly executed\n         and delivered by each of the parties  thereto and constitute the legal,\n         valid and binding  obligation  enforceable  against  each such party in\n         accordance with the terms thereof;\n\n         (t) The  Properties  consist  of (i)  Land  and  existing  Improvements\n         thereon  which   Improvements  are  suitable  for  occupancy  and  (ii)\n         Equipment;\n\n                                       16\n\n\n         (u) Each of the Deeds,  the  Memoranda of Lease and the  Mortgages  has\n         been recorded  with,  or delivered  for  recording to, the  appropriate\n         Governmental Authorities;\n\n         (v) Upon recording, each of the Mortgage Instruments and the Memorandum\n         of Lease  will  constitute  a valid  and  perfected  first  lien on the\n         Property  described  thereto  in an  amount  not less  than the  Loans,\n         subject only to the Permitted Exceptions;\n\n         (w) Upon filing of each of the UCC Financing  Statements  (with respect\n         to each Property) in the filing offices designated by the Lessee,  such\n         UCC  Financing  Statements  will have been filed  with the  appropriate\n         Governmental Authorities in order to perfect a security interest in the\n         Property described therein (to the extent perfection can be obtained by\n         filing under the UCC);\n\n         (x) Upon filing in the filing  offices  designated  by the Lessee,  the\n         Lender Financing  Statements,  together with an assignment to the Agent\n         of the filed Lessor  Financing  Statements,  will perfect a valid first\n         priority  security  interest (in favor of the Agent, for the benefit of\n         itself,  the  Lenders  and the  Holders)  in the  Properties  and other\n         collateral  described  therein in which a security interest or mortgage\n         can be perfected  by filing under the UCC, and upon filing,  the Lessor\n         Financing  Statements will protect Lessor's interest under the Lease to\n         the extent the Lease is a security agreement and mortgage;\n\n         (y) No portion of any  Property is located in an area  identified  as a\n         special flood hazard area by the Federal Emergency Management Agency or\n         other  applicable  agency,  or if any  Property  is  located in an area\n         identified  as a special  flood  hazard area by any such  agency,  then\n         flood  insurance has been obtained for the Property in accordance  with\n         Section  14.2(b) of the Lease and in accordance with the National Flood\n         Insurance Act of 1968, as amended;\n\n         (z) None of the Properties consists of Tangible Personal Property;\n\n         (aa) The Lessee has obtained insurance coverage for each Property which\n         meets  the  requirements  of  Article  XIV of the Lease and all of such\n         coverage is in full force and effect;\n\n         (bb) The  Properties  comply  with all Legal  Requirements  (including,\n         without  limitation,  all  zoning  and land use laws and  Environmental\n         Laws), except to the extent that failure to comply therewith would not,\n         individually or in the aggregate, have a Material Adverse Effect;\n\n         (cc) All consents, licenses, permits,  authorizations,  assignments and\n         building  permits  required,  as  of  the  Closing  Date,  by  a  Legal\n         Requirement  or  pursuant  to the  terms  of any  contract,  indenture,\n         instrument  or  agreement  for  construction,   completion,  occupancy,\n         operation,  leasing or subleasing of the Properties  have been obtained\n         and are in full force and effect, except to the extent that the failure\n         to so  obtain  would  not,  individually  or in the  aggregate,  have a\n         Material Adverse Effect;\n\n         (dd) All Improvements comply with all applicable Legal Requirements and\n         Insurance Requirements (including,  without limitation,  all zoning and\n         land use laws and \n\n                                       17\n\n\n         Environmental  Laws),  except  to the  extent  the  failure  to  comply\n         therewith would not, individually or in the aggregate,  have a Material\n         Adverse  Effect.  Such  Improvements do not encroach in any manner onto\n         any adjoining land (except as permitted by express  written  easements)\n         and such Improvements and the use thereof by the Lessee and its agents,\n         assignees,  employees,  invitees, lessees, licensees and tenants comply\n         in all respects  with all  applicable  Legal  Requirements  (including,\n         without  limitation,  all applicable  Environmental  Laws and building,\n         planning,  zoning and fire codes),  except to the extent the failure to\n         comply  therewith would not,  individually or in the aggregate,  have a\n         Material  Adverse  Effect.  There  are  no  material  defects  to  such\n         Improvements including,  without limitation, the plumbing, heating, air\n         conditioning  and  electrical  systems  thereof  and all water,  sewer,\n         electric,   gas,  telephone  and  drainage  facilities  and  all  other\n         utilities  required to adequately  service such  Improvements for their\n         intended use are available  pursuant to adequate permits (including any\n         that may be required under applicable  Environmental  Laws),  except to\n         the  extent  that   failure  to  obtain  any  such  permit  would  not,\n         individually or in the aggregate, have a Material Adverse Effect. There\n         is  no  action,  suit  or  proceeding   (including  any  proceeding  in\n         condemnation or eminent domain or under any Environmental  Law) pending\n         or, to the best  knowledge of the Lessee,  threatened  which  adversely\n         affects  the  title  to,  or  the  use,  operation  or  value  of,  the\n         Properties.  No fire or other  casualty with respect to the  Properties\n         has occurred  which has had a Material  Adverse  Effect.  All utilities\n         serving  the  Properties  are located in and  vehicular  access to such\n         Improvements  is provided by (or will be provided  by),  either  public\n         rights-of-way abutting each related Property or Appurtenant Rights. All\n         licenses,  approvals,  authorizations,  consents,  permits  (including,\n         without  limitation,  building,  demolition and environmental  permits,\n         licenses,  approvals,   authorizations  and  consents),  easements  and\n         rights-of-way, including proof of dedication, required for (i) the use,\n         treatment, storage, transport, disposal or disposition of any Hazardous\n         Substance  on,  at,  under or from the real  property  underlying  such\n         Improvements  during the use and  operation of such  Improvements,  and\n         (ii) the use and  operation of such  Improvements  with the  applicable\n         Equipment  which such  Improvements  support for the purposes for which\n         they were intended have been obtained from the appropriate Governmental\n         Authorities or from private parties, as the case may be;\n\n         (ee)  Construction  of  Improvements  has been  performed in a good and\n         workmanlike  manner in compliance with all Insurance  Requirements  and\n         Legal Requirements,  except to the extent  noncompliance with any Legal\n         Requirements  would  not,  individually  or in  the  aggregate,  have a\n         Material Adverse Effect;\n\n         (ff) The Improvements are wholly within any building  restriction lines\n         (unless  consented to by applicable  Government  Authorities),  however\n         established;\n\n         (gg) The Advance is secured by the Lien of the Security Documents,  and\n         the  Lessee  has not  received  any  notice  of, or taken any action to\n         incur,  any  Lien  against  the  applicable   Improvements  other  than\n         Permitted Liens;\n\n         (hh) All  conditions  precedent  contained in this Agreement and in the\n         other  Operative  Agreements  relating  to the  Closing  Date have been\n         substantially satisfied; and\n\n                                       18\n\n\n\n         (ii) All utility  services and facilities  necessary for the use of the\n         Improvements (including gas, electrical,  water and sewage services and\n         facilities) are available to the Properties.\n\n         7.4 Representations and Warranties of the Agent.\n\n             Effective as of the Closing Date, the Agent represents and warrants\nto each of the other parties hereto that:\n\n         (a) It has the full power and authority to enter into and perform its\n         obligations under this Agreement and each other Operative  Agreement to\n         which it is or will be a party;\n\n         (b) The  execution,  delivery  and  performance  by the  Agent  of this\n         Agreement and each other Operative  Agreement to which it is or will be\n         a party  are  not,  and  will not be,  inconsistent  with  the  charter\n         documents of the Agent,  do not and will not  contravene any applicable\n         Law of the State of  Connecticut  or of the  United  States of  America\n         governing its  activities  and will not contravene any provision of, or\n         constitute a default under any indenture,  mortgage,  contract or other\n         instrument to which it is a party or by which it or its  properties are\n         bound, or require any consent or approval of any Governmental Authority\n         under  any  applicable   law,  rule  or  regulation  of  the  State  of\n         Connecticut or any federal law, rule or regulation of the United States\n         of America governing its activities;\n\n         (c) Each of this Agreement and each other Operative  Agreement to which\n         it is a party has been, or when  executed and  delivered  will be, duly\n         authorized by all necessary  corporate  action on the part of the Agent\n         and has been,  or on such  Closing  Date  will be,  duly  executed  and\n         delivered by the Agent and, assuming the due  authorization,  execution\n         and  delivery  hereof  and  thereof  by the other  parties  hereto  and\n         thereto,   will  constitute  a  legal,  valid  and  binding  obligation\n         enforceable against the Agent in accordance with the terms thereof; and\n\n(d)      Except as otherwise contemplated by the Operative Agreements, the Agent\n         shall not, nor shall it direct the Owner Trustee to, use the proceeds\n         of any Loan for any  purpose  other  than the  payment  of  Transaction\n         Expenses and the fees, expenses and other  disbursements  referenced in\n         Section 9.1 of this Agreement.\n\n         SECTION 8. INTENTIONALLY DELETED.\n\n         SECTION 9. PAYMENT OF CERTAIN EXPENSES.\n\n         9.1 Transaction Expenses.\n\n             Lessee agrees on the Closing Date, to pay, or cause to be paid, all\nreasonable  fees,  expenses and  disbursements of the various legal counsels for\nthe Lessor and the Agent in connection with the transactions contemplated by the\nOperative Agreements and incurred in connection with the Closing Date, including\nall Transaction  Expenses,  all fees,  expenses and disbursements  incurred with\nrespect to the various  items  referenced  in Sections  5.3  (including  without\nlimitation the cost of any Appraisals or  environmental  site  assessments,  any\ndeveloper's fees, any premiums for title insurance  policies and charges for any\nupdates  to  such  policies)  and \n\n                                       19\n\n\nall other  reasonable  fees,  expenses and  disbursements in connection with the\nClosing Date, and including,  without  limitation,  all expenses relating to and\nall fees (including brokers' fees), taxes (including any and all stamp, transfer\nor similar  taxes) and expenses for the  recording,  registration  and filing of\ndocuments.\n\n         9.2 Certain Fees and Expenses.\n\n             The Lessee  agrees to pay or cause to be paid (i) the  initial  and\nannual Owner Trustee's fee and all reasonable  expenses of the Owner Trustee and\nany necessary co-trustees  (including without limitation reasonable counsel fees\nand expenses) or any successor owner trustee,  for acting as owner trustee under\nthe Trust  Agreement,  (ii) all  reasonable  costs and expenses  incurred by the\nLessee,  the Agent, the Lenders,  the Holders or the Lessor  (including  without\nlimitation  reasonable counsel fees and expenses) in entering into any actual or\nproposed future  amendments or supplements  requested by the Lessee with respect\nto  any  of  the  Operative  Agreements,  whether  or  not  such  amendments  or\nsupplements are ultimately  entered into, or giving or withholding of waivers of\nconsents  hereto or thereto which have been  requested by the Lessee,  and (iii)\nall  reasonable  costs and  expenses  incurred  by the Lessor,  the Lessee,  the\nHolders,  the Lenders or the Agent in  connection  with the  enforcement  of any\nOperative Agreement or any exercise of remedies under any Operative Agreement or\nany purchase of the Property by the Lessee pursuant to Article XX of the Lease.\n\n         SECTION 10. OTHER COVENANTS AND AGREEMENTS.\n\n         10.1 Cooperation with the Lessee.\n\n              The Holders,  the Owner  Trustee (at the direction of the Holders)\nand the Agent  shall,  to the extent  reasonably  requested  by the Lessee  (but\nwithout assuming  additional  liabilities on account  thereof),  at the Lessee's\nexpense,  cooperate with the Lessee in connection  with its covenants  contained\nherein including,  without  limitation,  at any time and from time to time, upon\nthe request of the Lessee,  promptly and duly  executing and  delivering any and\nall  such  further   instruments,   documents  and  financing   statements  (and\ncontinuation statements related thereto) as the Lessee may reasonably request in\norder to perform such covenants.\n\n         10.2 Covenants of the Owner Trustee and the Holders.\n\n              Each  of  the  Owner  Trustee  and  each  of  the  Holders,   each\nindividually and not jointly,  hereby agree that so long as this Agreement is in\neffect:\n\n         (a) None of the  Holders  and the  Owner  Trustee  (both  in its  trust\n         capacity and in its individual capacity) will create or permit to exist\n         at any time, and each of the Holders and the Owner Trustee will, at its\n         own cost and expense,  promptly  take such action (and notify Lessee of\n         such action) as may be necessary  duly to discharge,  or to cause to be\n         discharged,  all Lessor  Liens  attributable  to it on the  Properties;\n         provided,  however, that the Holders and the Owner Trustee shall not be\n         required  to  discharge  any such  Lessor  Lien while the same is being\n         contested  in  good  faith  by   appropriate   proceedings   diligently\n         prosecuted  so long as (a)  such  proceedings  shall  not  involve  any\n         material danger of impairment of the Liens of the Security Documents or\n         of the sale,  forfeiture or loss of, the Properties or title thereto or\n         any interest  therein or the payment of Rent, and\n\n                                       20\n\n\n         (b)  such   proceedings   shall  not  materially   interfere  with  the\n         disposition of any Property or title thereto or interest therein or the\n         payment  of Rent or the  possession  and use of the  Properties  by the\n         Lessee;\n\n         (b) Without prejudice to any right of the Owner Trustee under the Trust\n         Agreement to resign  (subject to the requirement set forth in the Trust\n         Agreement  that  such  resignation  shall  not  be  effective  until  a\n         successor  shall  have  agreed  to  accept  such  appointment),  or the\n         Holders'  rights under the Trust  Agreement  to remove the  institution\n         acting as Owner Trustee  (after consent to such removal by the Agent as\n         provided  in the Trust  Agreement),  each of the  Holders and the Owner\n         Trustee  hereby  agrees  with  the  Lessee  and  the  Agent  (i) not to\n         terminate or revoke the trust created by the Trust Agreement  except as\n         permitted  by Article VIII of the Trust  Agreement,  (ii) not to amend,\n         supplement,  terminate or revoke or otherwise  modify any  provision of\n         the Trust Agreement in such a manner as to adversely  affect the rights\n         of the Lessee or the Agent  without the prior  written  consent of such\n         party and (iii) to comply with all of the terms of the Trust Agreement,\n         the nonperformance of which would adversely affect any such party;\n\n         (c) The Owner  Trustee or any successor may resign or be removed by the\n         Holders as Owner  Trustee,  a successor  Owner Trustee may be appointed\n         and a  corporation  may  become  the  Owner  Trustee  under  the  Trust\n         Agreement,  only in accordance with the provisions of Article IX of the\n         Trust Agreement and, with respect to such appointment, with the consent\n         of the  Lessee,  which  consent  shall  not be  unreasonably  withheld,\n         conditioned or delayed;\n\n         (d) The Owner Trustee, in its capacity as Owner Trustee under the Trust\n         Agreement,  and not in its individual capacity, shall not contract for,\n         create, incur or assume any indebtedness, or enter into any business or\n         other  activity,   other  than  pursuant  to  or  under  the  Operative\n         Agreements;\n\n         (e) The Holders will not instruct the Owner  Trustee to take any action\n         in violation of the terms of any Operative Agreement;\n\n         (f) Neither any Holder nor the Owner  Trustee  shall (i)  commence  any\n         case,  proceeding  or other  action with  respect to the Owner  Trustee\n         under any  existing  or future  law of any  jurisdiction,  domestic  or\n         foreign,   relating   to   bankruptcy,   insolvency,    reorganization,\n         arrangement, winding-up, liquidation, dissolution, composition or other\n         relief with respect to it or its debts,  or (ii) seek  appointment of a\n         receiver,  trustee, custodian or other similar official with respect to\n         the  Owner  Trustee  or  for  all  or any  substantial  benefit  of the\n         creditors  of the Owner  Trustee;  and neither any Holder nor the Owner\n         Trustee  shall take any action in  furtherance  of, or  indicating  its\n         consent to, approval of, or acquiescence  in, any of the acts set forth\n         in this paragraph;\n\n         (g) The Owner  Trustee  shall give prompt  notice to the Lessee and the\n         Agent if the Owner Trustee's chief place of business or chief executive\n         office,  or the office  where the records  concerning  the  accounts or\n         contract  rights  relating to any Property are kept,  shall cease to be\n         located at 79 South Main Street,  Salt Lake City,  Utah 84111, or if it\n         shall change its name;\n\n                                       21\n\n\n         (h)  Provided  that no Lease  Default  or Lease  Event of  Default  has\n         occurred and is  continuing,  neither the Owner  Trustee nor any Holder\n         shall,  without the prior written consent of the Lessee,  consent to or\n         permit any amendment, supplement or other modification of the terms and\n         provisions of the Credit Agreement or the Notes;\n\n         (i) Neither the Owner Trustee nor any Holder shall consent to or permit\n         any  amendment,  supplement  or other  modification  of the  terms  and\n         provisions of any Operative  Agreement,  in each case without the prior\n         written  consent of the Agent  except as  described  in Section 10.5 of\n         this Agreement; and\n\n         (j) The Owner  Trustee (i) shall take such  actions  and shall  refrain\n         from taking such actions with respect to the  Operative  Agreements  or\n         the  Properties  and shall grant such  approvals  and  otherwise act or\n         refrain from acting with  respect to the  Operative  Agreements  or the\n         Properties  in each case as directed in writing by the Agent or, to the\n         extent required by Section 10.5 hereof, the Lessee, notwithstanding any\n         contrary  instruction  or  absence  of  instruction  by any  Holder  or\n         Holders;  and (ii) shall not take any action,  grant any  approvals  or\n         otherwise act under or with respect to the Operative  Agreements or any\n         matters  relating to the Properties  without first  obtaining the prior\n         written  consent  of the Agent  (and  without  regard  to any  contrary\n         instruction  or  absence  of  instruction  by  any  Holder);  provided,\n         however,   that   notwithstanding  the  foregoing  provisions  of  this\n         subparagraph  (j) the Owner  Trustee,  the Agent and the  Holders  each\n         acknowledge, covenant and agree that, with respect to all matters under\n         the Operative Agreements that require the consent or concurrence of all\n         of the  Lenders  pursuant  to the terms of  Section  9.1 of the  Credit\n         Agreement (the \"Unanimous Vote Matters\"), neither the Owner Trustee nor\n         the  Agent  shall  act or  refrain  from  acting  with  respect  to any\n         Unanimous  Vote Matter  until such party has  received  the approval of\n         each Lender and each Holder with respect thereto.\n\n         10.3 Lessee Covenants, Consents, Acknowledgments and Representation.\n\n         (a) Lessee acknowledges and agrees that the Owner Trustee,  pursuant to\n         the terms and  conditions  of the Security  Agreement  and the Mortgage\n         Instruments,   shall  create  Liens  respecting  the  various  personal\n         property,  fixtures and real property described therein in favor of the\n         Agent. Lessee hereby irrevocably  consents to the creation,  perfection\n         and maintenance of such Liens;\n\n         (b) Lessor hereby instructs Lessee, and Lessee hereby  acknowledges and\n         agrees,  that  until  such  time as the  Loans are paid in full and the\n         Liens evidenced by the Security Agreement and the Mortgage  Instruments\n         have been released,  (i) any and all Rent and any and all other amounts\n         of any kind or type under any of the Operative Agreements due and owing\n         or  payable to the Lessor or the Owner  Trustee  shall  instead be paid\n         directly  to the Agent or as the Agent may direct from time to time and\n         (ii)  Lessee   shall  cause  all   notices,   certificates,   financial\n         statements, communications and other information which is delivered, or\n         is required to be  delivered,  to the Lessor,  the Owner Trustee or any\n         Holder also to be delivered at the same time to the Agent;\n\n                                       22\n\n\n         (c) Lessee shall not consent to or permit any amendment,  supplement or\n         other  modification  of  the  terms  or  provisions  of  any  Operative\n         Agreement without, in each case, obtaining the prior written consent of\n         the Agent and,  to the  extent  required  by the  proviso at the end of\n         Section 10.2(j) hereof, each of the Holders;\n\n         (d)  Except as  otherwise  contemplated  by the  Operative  Agreements,\n         neither  the Owner  Trustee  nor the  Lessee  has used or shall use the\n         proceeds of any Holder  Advance for any purpose  other than the payment\n         of (i) the Property  Cost and (ii)  Transaction  Expenses and the fees,\n         expenses  and other  disbursements  referenced  in Section  9.1 of this\n         Agreement;\n\n         (e) The  Lessee  shall not  permit  any of the  Property  to consist of\n         Tangible Personal Property; and, without limiting the generality of the\n         first  clause of this  paragraph  (e),  the Lessee shall not permit the\n         aggregate  Property Cost of any \"Personal  Property\" (as defined in the\n         Arizona Ground Lease) located at, or included in, the Arizona  Property\n         to exceed $3,000,000;\n\n         (f) The Lessee covenants and agrees that aggregate appraised enterprise\n         value of all Properties as shown in the most recent  Appraisals of each\n         Property  received by the Agent  pursuant  to Section 5.3 or  otherwise\n         shall at all  times be  greater  than or equal to 50% of the  aggregate\n         Property Cost of all Properties;  and any Appraisal  obtained to comply\n         with this provision shall be at the Lessee's sole cost and expense; and\n         to confirm compliance with this provision,  the Lessee expressly agrees\n         to provide an  Appraisal  to the Agent from time to time at the request\n         of the Agent within sixty (60) days of such request,  at the expense of\n         Lessee, but not more often than once per calendar year;\n\n         (g) The Lessee agrees to perform each of the Incorporated Covenants and\n         any other  covenants set forth in (or  incorporated  by reference into)\n         Article XXVIII of the Lease, in accordance with their respective terms;\n\n         (h) The Lessee shall not create or permit to exist at any time (and the\n         Lessee shall, at its own expense,  take such action as may be necessary\n         to duly  discharge,  or cause to be  discharged)  any Lien  against any\n         Property other than Permitted Liens and Lessor Liens;\n\n         (i) The Lessee has performed or has caused to be performed all actions\n         recommended or required by the Environmental Reports, or has undertaken\n         to perform such actions, such performance to be reasonably satisfactory\n         to the Agent;\n\n         (j) The Lessee shall pay (when and as due) any fees pursuant to the Fee\n         Letter; and\n\n         (k) The  Lessee  agrees  that the  provisions  of the Fee Letter or any\n         other  letter  entitling  any Lender to fees to be paid by Lessee shall\n         remain in full force and effect after the Closing Date.\n\n         10.4 Sharing of Certain Payments.\n\n              The parties hereto acknowledge and agree that all payments due and\nowing by the Lessee to the Lessor under the Lease or any of the other  Operative\nAgreements  shall  be  made  by\n\n                                       23\n\n\nthe Lessee directly to the Agent as more  particularly  provided in Section 10.3\nhereof.  The Holders and the Agent,  on behalf of the Lenders,  acknowledge  the\nterms of Section 8 of the Credit Agreement  regarding the allocation of payments\nand  other  amounts  made or  received  from time to time  under  the  Operative\nAgreements  and agree all such  payments  and  amounts  are to be  allocated  as\nprovided  in Section 8 of the Credit  Agreement.  In  connection  therewith  the\nHolders hereby (a) appoint the Agent to act as collateral  agent for the Holders\nin  connection  with the Lien  granted  by the  Mortgage  Instruments  and other\nSecurity Documents to secure the Holder Amount and (b) acknowledge and agree and\ndirect  that the rights and  remedies  of the  beneficiaries  of the Lien of the\nMortgage  Instruments  and other  Security  Documents  shall be exercised by the\nAgent on behalf of the Lenders and the Holders as directed  from time to time by\nthe Lenders without notice to or consent from the Holders.\n\n         10.5 Grant of Easements, etc.\n\n              The Agent and the Holders  hereby agree that,  so long as no Event\nof Default  shall have  occurred and be  continuing,  and until such time as the\nAgent gives instructions to the contrary to the Owner Trustee, the Owner Trustee\nshall,  from time to time at the request of the Lessee,  in connection  with the\ntransactions  contemplated by the Lease or the other Operative  Agreements,  (i)\ngrant  easements and other rights in the nature of easements with respect to any\nProperty,  (ii)  release  existing  easements  or other  rights in the nature of\neasements  which are for the benefit of any Property,  (iii) execute and deliver\nto any Person any  instrument  appropriate  to confirm or effect  such grants or\nreleases,  and (iv)  execute and deliver to any Person such other  documents  or\nmaterials in connection with the operation of any Property,  including,  without\nlimitation,  reciprocal easement agreements,  operating agreements,  development\nagreements, plats, replats or subdivision documents;  provided, that each of the\nagreements  and documents  referred to in this Section 10.5 shall be of the type\nnormally executed by the Lessee in the ordinary course of the Lessee's business,\nor  consistent  with  local  practice  or  as  required  by  local  Governmental\nAuthorities, and shall be on commercially reasonable terms so as not to diminish\nthe value of any Property in any material respect.\n\n         SECTION 11. CREDIT AGREEMENT AND TRUST AGREEMENT.\n\n         11.1 Lessee's Credit Agreement Rights.\n\n              Notwithstanding  anything to the contrary  contained in the Credit\nAgreement,  the Agent, the Lessee and the Owner Trustee hereby agree that, prior\nto the  occurrence  and  continuation  of any Lease  Default  or Lease  Event of\nDefault the Lessee (as designated below) shall have the following rights:\n\n         (a) The Lessee  shall have the right to give the notice  referred to in\n         Section 2.3 of the Credit Agreement,  to designate the account to which\n         a borrowing  under the Credit  Agreement is to be credited  pursuant to\n         Section 2.3 of the Credit Agreement;\n\n         (b) the Lessee  shall have the right to  exercise  the  conversion  and\n         continuation options pursuant to Section 2.7 of the Credit Agreement;\n\n         (c) the  Lessee  shall have the right to approve  any  successor  agent\n         pursuant to Section 7.8 of the Credit Agreement;\n\n                                       24\n\n\n         (d) the Lessee shall have the right to consent to any  assignment  by a\n         Lender to which the Lessor has the right to consent pursuant to Section\n         9.8 of the Credit Agreement; and\n\n         (e) without  limiting  the  foregoing  clauses (a) through  (d), and in\n         addition  thereto,  provided that no Event of Default then exists,  the\n         Lessee  shall have the right to  exercise  any other right of the Owner\n         Trustee under the Credit Agreement upon not less than five (5) Business\n         Days' prior written notice from the Lessee to the Owner Trustee and the\n         Agent.\n\n         11.2 Lessee's Trust Agreement Rights.\n\n              Notwithstanding anything to the contrary contained in the\nTrust  Agreement,  the Lessee,  the Owner  Trustee and the Holders  hereby agree\nthat,  prior to the  occurrence and  continuation  of any Lease Default or Lease\nEvent of Default  the  Lessee (as  designated  below)  shall have the  following\nrights:\n\n         (a) the Lessee  shall have the right to  exercise  the  conversion  and\n         continuation options pursuant to Section 3.8 of the Trust Agreement;\n\n         (b) no removal of the Owner  Trustee  and  appointment  of a  successor\n         Owner Trustee  pursuant to Section 9.1 of the Trust  Agreement shall be\n         made without the prior written consent (not to be unreasonably withheld\n         or delayed) of the Lessee; and\n\n         (c) the Holders and the Owner  Trustee  shall not amend,  supplement or\n         otherwise  modify any provision of the Trust Agreement in such a manner\n         as to  adversely  affect  the rights of the  Lessee  without  the prior\n         written  consent  (not to be  unreasonably  withheld or delayed) of the\n         Lessee.\n\n         SECTION 12. TRANSFER OF INTEREST.\n\n         12.1 Restrictions on Transfer.\n\n              The  Holders  may,  directly  or  indirectly,  assign,  convey  or\notherwise  transfer  any of their  right,  title or  interest in or to the Trust\nEstate or the Trust Agreement with the prior written  consent of the Agent,  and\n(provided  no Default or Event of Default has occurred  and is  continuing)  the\nLessee  (which  consent  in each case  shall  not be  unreasonably  withheld  or\ndelayed); provided that such consents shall not be required for an assignment to\na Lender or an affiliate of a Lender. The Owner Trustee may, subject to the Lien\nof the applicable Security Documents, but only with the prior written consent of\nthe Agent,  the  Holders  (which  consent  may be  withheld  by the Agent or the\nHolders in their sole  discretion)  and (provided no Default or Event of Default\nhas occurred and is  continuing)  the Lessee,  directly or  indirectly,  assign,\nconvey,  appoint an agent with respect to enforcement of, or otherwise  transfer\nany of the Owner Trustee's right,  title or interest in or to any Property,  the\nLease, the Trust Agreement, this Agreement (including,  without limitation,  any\nright to  indemnification  thereunder),  or any  other  document  relating  to a\nProperty or any  interest in a Property as provided in the Trust  Agreement  and\nthe Lease. The provisions of the immediately  preceding sentence shall not apply\nto the obligations of the Owner Trustee to transfer the Properties to the Lessee\nor a third party\n\n                                       25\n\n\npurchaser pursuant to Article XXII of the Lease upon payment for such Properties\nin accordance with each of the terms and conditions of the Lease.\n\n         12.2 Effect of Transfer.\n\n              From and after  any  transfer  effected  in  accordance  with this\nSection 12, the  transferor  shall be released,  to the extent of such transfer,\nfrom its  liability  hereunder  and under the other  documents  to which it is a\nparty in respect of  obligations  to be  performed  on or after the date of such\ntransfer;  provided,  however,  that any  transferor  Holder shall remain liable\nunder Article XI of the Trust Agreement to the extent that the transferee Holder\nshall not have assumed the obligations of the transferor Holder thereunder. Upon\nany  transfer  by the  Owner  Trustee  or a Holder as above  provided,  any such\ntransferee  shall assume the  obligations of the Owner Trustee and Lessor or the\nobligations  of a  Holder,  as the case may be,  and  shall be  deemed an \"Owner\nTrustee\",  \"Lessor\" or  \"Holder\",  as the case may be, for all  purposes of such\ndocuments and each reference herein to the transferor shall thereafter be deemed\na  reference  to such  transferee  for all  purposes,  except as provided in the\npreceding  sentence.  Notwithstanding  any  transfer  of all or a portion of the\ntransferor's  interest as provided in this Section 12, the  transferor  shall be\nentitled to all benefits  accrued and all rights  vested prior to such  transfer\nincluding,  without  limitation,   rights  to  indemnification  under  any  such\ndocument.\n\n         SECTION 13. INDEMNIFICATION.\n\n         13.1 General Indemnity.\n\n         (a) Whether or not any of the transactions contemplated hereby shall be\n         consummated,  the Indemnity  Provider hereby assumes  liability for and\n         agrees to defend,  indemnify and hold harmless each Indemnified  Person\n         on an After Tax Basis from and against any Claims  which may be imposed\n         on, incurred by or asserted against an Indemnified  Person by any other\n         Person in any way relating to or arising or alleged to arise out of the\n         execution,  delivery, performance or enforcement of this Agreement, the\n         Lease or any other  Operative  Agreement  or on or with  respect to any\n         Property or any part thereof, including, without limitation,  Claims in\n         any way  relating  to or  arising  or  alleged  to arise out of (i) the\n         financing,  refinancing,  purchase, acceptance,  rejection,  ownership,\n         design, construction, refurbishment, development, delivery, acceptance,\n         nondelivery,   leasing,   subleasing,   possession,   use,   operation,\n         maintenance,  repair,  modification,  transportation,  condition, sale,\n         return,  repossession (whether by summary proceedings or otherwise), or\n         any other disposition of any Property,  or any part thereof,  including\n         the  acquisition,  holding  or  disposition  of  any  interest  in  any\n         Property,  lease or agreement comprising a portion of any thereof; (ii)\n         any latent or other defect in any Property  whether or not discoverable\n         by  an  Indemnified  Person  or  the  Indemnity  Provider;   (iii)  any\n         Environmental  Claim, any violation of Environmental Laws, or any other\n         loss of or damage to any  Property or the  environment  relating to any\n         Property,  the  Lease or the  Indemnity  Provider;  (iv) the  Operative\n         Agreements,  or any transaction contemplated thereby; (v) any breach by\n         the  Lessee  of any of its  representations  or  warranties  under  the\n         Operative Agreements to which it is a party or failure by the Lessee to\n         perform or observe any  covenant or  agreement  to be  performed  by it\n         under  any  of  the  Operative   Agreements;   (vi)  the   transactions\n         contemplated hereby or by any other Operative \n\n                                       26\n\n\n         Agreement, in respect of the application of Parts 4 and 5 of Subtitle B\n         of Title I of  ERISA;  (vii) any  personal  injury,  death or  property\n         damage, including without limitation Claims based on strict or absolute\n         liability in tort;  (viii) any easement,  right,  agreement or document\n         referred to in Section 10.5 of this Agreement;  or (ix) any Lien on any\n         Property  (other than Liens created by the Operative  Agreements).  The\n         foregoing  indemnity shall not apply to a Claim imposed on, incurred by\n         or  asserted  against an  Indemnified  Person to the extent  such Claim\n         arises  from  the  gross  negligence  or  willful  misconduct  of  such\n         Indemnified  Person as  determined  by a final  judgment  of a court of\n         competent jurisdiction;\n\n         (b) If a written Claim is made against any Indemnified Person or if any\n         proceeding  shall  be  commenced   against  such   Indemnified   Person\n         (including a written  notice of such  proceeding)  for any Claim,  such\n         Indemnified  Person shall  promptly  notify the  Indemnity  Provider in\n         writing and shall not take action  with  respect to such Claim  without\n         the consent of the  Indemnity  Provider  for thirty (30) days after the\n         receipt of such notice by the Indemnity  Provider;  provided,  however,\n         that, in the case of any such Claim, if action shall be required by law\n         or regulation to be taken prior to the end of such 30-day period,  such\n         Indemnified  Person  shall  endeavor,  in such notice to the  Indemnity\n         Provider,  to inform the Indemnity Provider of such shorter period, and\n         no action shall be taken with respect to such Claim without the consent\n         of the Indemnity  Provider before seven (7) days before the end of such\n         shorter period; provided, further, that the failure of such Indemnified\n         Person  to give the  notices  referred  to in this  sentence  shall not\n         diminish the Indemnity  Provider's  obligation  hereunder except to the\n         extent such failure  materially  precludes the Indemnity  Provider from\n         contesting such Claim;\n\n         (c) If,  within  thirty  (30) days of receipt of such  notice  from the\n         Indemnified  Person (or such shorter period as the  Indemnified  Person\n         has notified the  Indemnity  Provider is required by law or  regulation\n         for the  Indemnified  Person to respond to such Claim),  the  Indemnity\n         Provider shall request in writing that such Indemnified  Person respond\n         to such Claim,  the  Indemnified  Person  shall,  at the expense of the\n         Indemnity  Provider,  in good faith  conduct  and  control  such action\n         (including,   without  limitation  by  pursuit  of  appeals)  provided,\n         however,  that  (A) if  such  Claim  can be  pursued  by the  Indemnity\n         Provider on behalf of or in the name of such  Indemnified  Person,  the\n         Indemnified Person, at the Indemnity  Provider's  request,  shall allow\n         the  Indemnity  Provider to conduct  and  control the  response to such\n         Claim and (B) in the case of any  Claim,  the  Indemnified  Person  may\n         request the  Indemnity  Provider to conduct and control the response to\n         such Claim (with counsel to be selected by the  Indemnity  Provider and\n         consented  to by  such  Indemnified  Person,  such  consent  not  to be\n         unreasonably withheld,  conditioned or delayed;  provided however, that\n         any Indemnified  Person may retain  separate  counsel at the expense of\n         the  Indemnity  Provider in the event of a  conflict))  by, in the sole\n         discretion of the Person  conducting  and  controlling  the response to\n         such Claim,  (1)  resisting  payment  thereof,  (2) not paying the same\n         except under  protest,  if protest is necessary and proper,  (3) if the\n         payment be made, using reasonable efforts to obtain a refund thereof in\n         appropriate administrative and judicial proceedings, or (4) taking such\n         other action as is reasonably  requested by the Indemnity Provider from\n         time to time;\n\n                                       27\n\n\n         (d) The party  controlling  the response to any Claim shall  consult in\n         good  faith  with  the   non-controlling   party  and  shall  keep  the\n         non-controlling  party  reasonably  informed  as to the  conduct of the\n         response to such Claim;  provided,  that all decisions ultimately shall\n         be made in the  discretion of the  controlling  party,  except that the\n         Indemnity  Provider may not agree to any dismissal or settlement of, or\n         other agreement in connection with, any claim without the prior written\n         consent of such Indemnified  Person,  if such dismissal,  settlement or\n         agreement  would  require  any  admission  or   acknowledgment  of  any\n         culpability or wrongdoing by such Indemnified Person or provide for any\n         nonmonetary  relief to be performed  by such  Indemnified  Person.  The\n         parties  agree that an  Indemnified  Person may at any time  decline to\n         take further  action with respect to the response to such Claim and may\n         settle such Claim if such Indemnified  Person shall waive its rights to\n         any indemnity  from the  Indemnity  Provider  that  otherwise  would be\n         payable in respect of such Claim (and any future Claim,  the pursuit of\n         which is  precluded  by reason of such  resolution  of such  Claim) and\n         shall pay to the  Indemnity  Provider  any  amount  previously  paid or\n         advanced by the Indemnity Provider pursuant to this Section 13.1 by way\n         of  indemnification  or advance for the payment of any amount regarding\n         such Claim other than  expenses  of the action  relating to such Claim;\n         and\n\n         (e) Notwithstanding  the foregoing  provisions of this Section 13.1, an\n         Indemnified  Person  shall not be  required  to take any  action and no\n         Indemnity  Provider  shall be  permitted to respond to any Claim in its\n         own name or that of the  Indemnified  Person  unless (i) the  Indemnity\n         Provider  shall  have  agreed to pay and shall pay to such  Indemnified\n         Person on demand and on an After Tax Basis all reasonable costs, losses\n         and expenses that such Indemnified Person actually incurs in connection\n         with such Claim, including,  without limitation,  all reasonable legal,\n         accounting  and  investigatory   fees  and   disbursements,   (ii)  the\n         Indemnified Person shall have reasonably  determined that the action to\n         be taken will not result in any material danger of sale,  forfeiture or\n         loss of any Property, or any part thereof or interest therein, will not\n         interfere  with the  payment  of Rent,  and will not  result in risk of\n         criminal  liability,  (iii) if such Claim shall  involve the payment of\n         any  amount  prior  to the  resolution  of such  Claim,  the  Indemnity\n         Provider  shall  provide  to the  Indemnified  Person an  interest-free\n         advance in an amount equal to the amount that the Indemnified Person is\n         required  to pay  (with  no  additional  net  after-tax  cost  to  such\n         Indemnified  Person),  (iv) in the case of a Claim that must be pursued\n         in the name of an  Indemnified  Person (or an Affiliate  thereof),  the\n         Indemnity  Provider shall have provided to such  Indemnified  Person an\n         opinion of independent  counsel selected by the Indemnified  Person and\n         reasonably  satisfactory  to  the  Indemnity  Provider  stating  that a\n         reasonable  basis  exists to  contest  such Claim and (v) such claim is\n         covered by  insurance  and no  Default  or Event of Default  shall have\n         occurred and be continuing.  In addition,  an Indemnified  Person shall\n         not be  required  to  contest  any  Claim  in its  name  (or that of an\n         Affiliate)  if the  subject  matter  thereof  shall be of a  continuing\n         nature and shall have previously  been decided  adversely by a court of\n         competent  jurisdiction  pursuant  to the  contest  provisions  of this\n         Section  13.1,  unless  there  shall  have  been a  change  in law  (or\n         interpretation thereof) and the Indemnified Person shall have received,\n         at the Indemnity  Provider's expense, an opinion of independent counsel\n         selected by the  Indemnified  Person and  reasonably  acceptable to the\n         Indemnity  Provider  stating that as a result of such change in law (or\n         interpretation   thereof),   it  is  more  likely  than  not  that  the\n         Indemnified Person will prevail in such contest.\n\n                                       28\n\n\n         13.2 General Tax Indemnity.\n\n         (a) The Indemnity Provider shall pay and assume liability for, and does\n         hereby  agree to  indemnify,  protect and defend each  Property and all\n         Indemnified Persons, and hold them harmless against, all Impositions on\n         an After Tax Basis;\n\n         (b) (i) Subject to the terms of Section 13.2(f), the Indemnity Provider\n         shall pay or cause to be paid all  Impositions  directly  to the taxing\n         authorities where feasible and otherwise to the Indemnified  Person, as\n         appropriate,  and the Indemnity Provider shall at its own expense, upon\n         such  Indemnified   Person's  reasonable   request,   furnish  to  such\n         Indemnified  Person copies of official  receipts or other  satisfactory\n         proof evidencing such payment;\n\n             (ii) In the case of  Impositions  for which no contest is conducted\n         pursuant  to Section  13.2(f)  and which the  Indemnity  Provider  pays\n         directly to the taxing  authorities,  the Indemnity  Provider shall pay\n         such  Impositions  prior to the latest time  permitted  by the relevant\n         taxing  authority for timely  payment.  In the case of Impositions  for\n         which the Indemnity  Provider  reimburses an  Indemnified  Person,  the\n         Indemnity Provider shall do so within thirty (30) days after receipt by\n         the Indemnity  Provider of demand by such Indemnified Person describing\n         in reasonable detail the nature of the Imposition and the basis for the\n         demand  (including the computation of the amount payable).  In the case\n         of  Impositions  for which a contest is  conducted  pursuant to Section\n         13.2(f), the Indemnity Provider shall pay such Impositions or reimburse\n         such  Indemnified  Person  for  such  Impositions,  to the  extent  not\n         previously paid or reimbursed  pursuant to subsection (a), prior to the\n         latest time  permitted  by the  relevant  taxing  authority  for timely\n         payment after conclusion of all contests under Section 13.2(f).\n\n             (iii) Impositions  imposed with respect to a Property for a billing\n         period  during which the Lease  expires or  terminates  with respect to\n         such Property (unless the Lessee has exercised the Purchase Option with\n         respect to such  Property or the Lessee has  otherwise  purchased  such\n         Property)  shall be adjusted and prorated on a daily basis  between the\n         Indemnity  Provider and the Lessor,  whether or not such  Imposition is\n         imposed before or after such  expiration or  termination  and each such\n         party shall pay its pro rata share thereof; and\n\n             (iv)  At  the  Indemnity  Provider's  request,  the  amount  of any\n         indemnification   payment  by  the  Indemnity   Provider   pursuant  to\n         subsection (a) shall be verified and certified by an independent public\n         accounting firm mutually  acceptable to the Indemnity  Provider and the\n         Indemnified  Person.  The fees and expenses of such independent  public\n         accounting  firm shall be paid by the  Indemnity  Provider  unless such\n         verification shall result in an adjustment in the Indemnity  Provider's\n         favor of 15% or more of the  payment  as  computed  by the  Indemnified\n         Person, in which case such fee shall be paid by the Indemnified Person;\n\n         (c) The  Indemnity  Provider  shall be  responsible  for  preparing and\n         filing any real and  personal  property or ad valorem tax returns  with\n         respect to each Property.  In case any other report or tax return shall\n         be required to be made with respect to any obligations of \n\n                                       29\n\n\n         the Indemnity  Provider  under or arising out of subsection  (a) and of\n         which the Indemnity  Provider has  knowledge or should have  knowledge,\n         the Indemnity Provider, at its sole cost and expense,  shall notify the\n         relevant  Indemnified  Person of such  requirement  and (except if such\n         Indemnified   Person   notifies  the   Indemnity   Provider  that  such\n         Indemnified  Person  intends to file such  report or return) (A) to the\n         extent required or permitted by and consistent with Legal Requirements,\n         make and file in Indemnity  Provider's  name such return,  statement or\n         report;  and (B) in the case of any other  such  return,  statement  or\n         report  required  to be made in the  name of such  Indemnified  Person,\n         advise such  Indemnified  Person of such fact and prepare  such return,\n         statement  or report for filing by such  Indemnified  Person or,  where\n         such return,  statement or report shall be required to reflect items in\n         addition to any obligations of the Indemnity  Provider under or arising\n         out of subsection (a), provide such Indemnified Person at the Indemnity\n         Provider's  expense with information  sufficient to permit such return,\n         statement or report to be properly made with respect to any obligations\n         of the Indemnity  Provider under or arising out of subsection (a). Such\n         Indemnified Person shall, upon the Indemnity  Provider's request and at\n         the Indemnity  Provider's expense,  provide any data maintained by such\n         Indemnified  Person  (and not  otherwise  available  to or  within  the\n         control of the Indemnity  Provider) with respect to each Property which\n         the Indemnity  Provider may reasonably  require to prepare any required\n         tax returns or reports;\n\n         (d) If as a result of the  payment or  reimbursement  by the  Indemnity\n         Provider of any Imposition or other  reasonable  expenses of the Lessor\n         or the payment of any Transaction  Expenses incurred in connection with\n         the transactions contemplated by the Operative Agreements,  the Lessor,\n         the Holders,  partners of any Holder,  or shareholders of such partners\n         of a partnership which is a partner of such Holder,  shall suffer a net\n         increase  in any  federal,  state or local  income tax  liability,  the\n         Indemnity Provider shall indemnify such Persons (without duplication of\n         any  indemnification  required by subsection (a)) on an After Tax Basis\n         for the  amount  of such  increase.  The  calculation  of any  such net\n         increase  shall take into  account  any  current or future tax  savings\n         (including any net operating loss carry-forward) realized or reasonably\n         expected to be realized by such Person in respect  thereof,  as well as\n         any interest, penalties and additions to tax payable by such Lessor, or\n         such Holder, or such Affiliate, in respect thereof;\n\n         (e) As between the  Indemnity  Provider on one hand,  and the Lessor or\n         the Agent,  any Lender or any Holder on the other hand,  the  Indemnity\n         Provider  shall be  responsible  for, and the Indemnity  Provider shall\n         indemnify and hold harmless the Lessor, the Agent, the Lenders and each\n         Holder  (without   duplication  of  any  indemnification   required  by\n         subsection  (a)) on an After  Tax Basis  against,  any  obligation  for\n         United  States or  foreign  withholding  taxes  imposed  in  respect of\n         payments on the Notes or  Certificates or with respect to Rent payments\n         under the Lease  (and,  if the  Lessor,  the  Agent,  any Lender or any\n         Holder  receives a demand for such payment  from any taxing  authority,\n         the Indemnity  Provider  shall  discharge  such demand on behalf of the\n         Lessor, the Agent, such Lender or such Holder); provided, however, that\n         the right of any Lender to make a claim for indemnification  under this\n         Section  13.2(e) is subject to the  compliance  by such Lender with the\n         requirements of Section 2.13 of the Credit  Agreement,  but only to the\n         extent that such claim is attributable to  noncompliance by such Lender\n         under such Section 2.13; and\n\n                                       30\n\n\n         (f) (i) If a written Claim is made against any Indemnified  Person,  or\n         if any proceeding shall be commenced  against such  Indemnified  Person\n         (including a written notice of such  proceeding),  for any Impositions,\n         such Indemnified Person shall promptly notify the Indemnity Provider in\n         writing  and  shall  not take  action  with  respect  to such  Claim or\n         proceeding  without the consent of the  Indemnity  Provider  for thirty\n         (30) days after the receipt of such notice by the  Indemnity  Provider;\n         provided,  however,  that, in the case of any such Claim or proceeding,\n         if action shall be required by law or  regulation  to be taken prior to\n         the end of such 30-day period,  such Indemnified  Person shall, in such\n         notice to the Indemnity Provider, inform the Indemnity Provider of such\n         shorter period, and no action shall be taken with respect to such Claim\n         or  proceeding  without the consent of the  Indemnity  Provider  before\n         seven  (7)  days  before  the end of  such  shorter  period;  provided,\n         further,  that  the  failure  of such  Indemnified  Person  to give the\n         notices  referred to this  sentence  shall not diminish  the  Indemnity\n         Provider's  obligation  hereunder  except to the  extent  such  failure\n         materially precludes the Indemnity Provider from contesting such Claim;\n\n             (ii) If, within thirty (30) days of receipt of such notice from the\n         Indemnified  Person (or such shorter period as the  Indemnified  Person\n         has notified the  Indemnity  Provider is required by law or  regulation\n         for the  Indemnified  Person to commence such  contest),  the Indemnity\n         Provider shall request in writing that such Indemnified  Person contest\n         such  Imposition,  the Indemnified  Person shall, at the expense of the\n         Indemnity  Provider,  in good faith  conduct and control  such  contest\n         (including,  without limitation, by pursuit of appeals) relating to the\n         validity,   applicability  or  amount  of  such  Imposition  (provided,\n         however, that (A) if such contest can be pursued independently from any\n         other proceeding  involving a tax liability of such Indemnified Person,\n         the Indemnified  Person,  at the Indemnity  Provider's  request,  shall\n         allow the  Indemnity  Provider to conduct and control  such contest and\n         (B) in the case of any contest,  the Indemnified Person may request the\n         Indemnity Provider to conduct and control such contest (with counsel to\n         be  selected  by  the  Indemnity  Provider  and  consented  to by  such\n         Indemnified  Person,  such  consent  not to be  unreasonably  withheld,\n         conditioned or delayed; provided,  however, that any Indemnified Person\n         may retain separate counsel at the expense of the Indemnity Provider in\n         the event of a  conflict))  by, in the sole  discretion  of the  Person\n         conducting and controlling such contest, (1) resisting payment thereof,\n         (2) not paying the same except under  protest,  if protest is necessary\n         and proper,  (3) if the payment be made,  using  reasonable  efforts to\n         obtain a refund  thereof in  appropriate  administrative  and  judicial\n         proceedings, or (4) taking such other action as is reasonably requested\n         by the Indemnity Provider from time to time;\n\n             (iii) The party controlling any contest shall consult in good faith\n         with the non-controlling party and shall keep the non-controlling party\n         reasonably informed as to the conduct of such contest;  provided,  that\n         all decisions  ultimately  shall be made in the sole  discretion of the\n         controlling  party. The parties agree that an Indemnified Person may at\n         any time decline to take further  action with respect to the contest of\n         any Imposition and may settle such contest if such  Indemnified  Person\n         shall waive its rights to any  indemnity  from the  Indemnity  Provider\n         that otherwise  would be payable in respect of such Imposition (and any\n         future Claim by any taxing authority, the contest of which is precluded\n         by  reason of such  resolution  of such  contest)  and shall pay to the\n         Indemnity \n\n                                       31\n\n\n         Provider  any  amount  previously  paid or  advanced  by the  Indemnity\n         Provider  pursuant to this  Section 13.2 by way of  indemnification  or\n         advance for the payment of any amount  regarding such Imposition  other\n         than expenses of such contest; and\n\n             (iv) Notwithstanding the foregoing provisions of this Section 13.2,\n         an  Indemnified  Person shall not be required to take any action and no\n         Indemnity  Provider shall be permitted to contest any Imposition in its\n         own name or that of the  Indemnified  Person  unless (A) the  Indemnity\n         Provider  shall  have  agreed to pay and shall pay to such  Indemnified\n         Person on demand and on an After Tax Basis all reasonable costs, losses\n         and expenses that such Indemnified Person actually incurs in connection\n         with contesting such Imposition,  including,  without  limitation,  all\n         reasonable legal,  accounting and investigatory fees and disbursements,\n         (B) the Indemnified  Person shall have  reasonably  determined that the\n         action  to be taken  will not  result in any  material  danger of sale,\n         forfeiture  or loss of any  Property,  or any part  thereof or interest\n         therein,  will not  interfere  with the  payment of Rent,  and will not\n         result in risk of criminal liability, (C) if such contest shall involve\n         the  payment  of the  Imposition  prior to or during the  contest,  the\n         Indemnity   Provider  shall  provide  to  the  Indemnified   Person  an\n         interest-free  advance in an amount  equal to the  Imposition  that the\n         Indemnified Person is required to pay (with no additional net after-tax\n         cost to such Indemnified  Person), (D) in the case of a Claim that must\n         be  pursued  in the  name of an  Indemnified  Person  (or an  Affiliate\n         thereof),   the  Indemnity   Provider   shall  have  provided  to  such\n         Indemnified  Person an opinion of independent  tax counsel  selected by\n         the  Indemnified  Person and reasonably  satisfactory  to the Indemnity\n         Provider  stating that a reasonable  basis exists to contest such Claim\n         and (E) no  Default  or Event of Default  shall  have  occurred  and be\n         continuing. In addition, an Indemnified Person shall not be required to\n         contest any claim in its name (or that of an  Affiliate) if the subject\n         matter  thereof  shall  be  of  a  continuing  nature  and  shall  have\n         previously been decided adversely by a court of competent  jurisdiction\n         pursuant to the contest  provisions of this Section 13.2,  unless there\n         shall  have been a change in law (or  interpretation  thereof)  and the\n         Indemnified  Person shall have  received,  at the Indemnity  Provider's\n         expense,  an  opinion  of  independent  tax  counsel  selected  by  the\n         Indemnified Person and reasonably  acceptable to the Indemnity Provider\n         stating  that as a  result  of such  change  in law (or  interpretation\n         thereof),  it is more likely than not that the Indemnified  Person will\n         prevail in such contest.\n\n         13.3 Environmental Indemnity.\n\n              Without  limiting the generality of the foregoing,  whether or not\nthe  transactions  contemplated  hereby  shall  be  consummated,  the  Indemnity\nProvider hereby assumes  liability for and agrees to defend,  indemnify and hold\nharmless  each  Indemnified  Person on an After Tax Basis from and  against  any\nClaims which may be imposed on,  incurred by or asserted  against an Indemnified\nPerson by any other  Person (but not to the extent  such  Claims  arise from the\ngross negligence or willful  misconduct of such Indemnified Person as determined\nby a final judgment of a court of competent jurisdiction) in any way relating to\nor  arising,  or  alleged  (by any  Person  asserting  such a Claim  against  an\nIndemnified  Person) to arise, out of any Environmental  Claim, any violation of\nEnvironmental  Laws,  or any  other  loss of or damage  to any  Property  or the\nenvironment  (including  without  limitation  the  presence  on any  Property of\nwetlands, tidelands or swamp or overflow lands, or any condition arising from\n\n                                       32\n\n\nor  affecting  any  Property or arising  from or  affecting  any lands nearby or\nadjacent to any Property  that has or threatens to have any adverse  effect upon\nhuman health or the environment at any Property or upon the use or value of such\nProperty),  in each case  relating to any  Property,  the Lease or the Indemnity\nProvider.\n\n         SECTION 14. MISCELLANEOUS.\n\n         14.1 Survival of Agreements.\n\n              The  representations,   warranties,   covenants,  indemnities  and\nagreements  of the parties  provided for in the  Operative  Agreements,  and the\nparties' obligations under any and all thereof,  shall survive the execution and\ndelivery of this  Agreement,  the transfer of any Property to the Owner Trustee,\nthe acquisition of any additional Equipment,  the construction of any additional\nImprovements,  any  disposition  of any  interest  of the Owner  Trustee  in any\nProperty or any interest of the Holders in the Owner  Trust,  the payment of the\nNotes  and  any  disposition  thereof,  and  shall  be and  continue  in  effect\nnotwithstanding  any investigation made by any party and the fact that any party\nmay waive  compliance  with any of the other terms,  provisions or conditions of\nany of the Operative Agreements.  Except as otherwise expressly set forth herein\nor in other Operative Agreements, the indemnities of the parties provided for in\nthe Operative  Agreements  shall survive the  expiration or  termination  of any\nthereof.\n\n         14.2 No Broker, etc.\n\n              Each of the parties  hereto  represents  to the others that it has\nnot retained or employed any broker,  finder or financial  adviser to act on its\nbehalf in connection  with this  Agreement,  nor has it  authorized  any broker,\nfinder or financial  adviser retained or employed by any other Person so to act.\nAny party who is in breach of this  representation  shall indemnify and hold the\nother parties harmless from and against any liability arising out of such breach\nof this representation.\n\n         14.3 Notices.\n\n              Unless  otherwise   specifically  provided  herein,  all  notices,\nconsents, directions, approvals, instructions, requests and other communications\nrequired or  permitted  by the terms  hereof to be given to any Person  shall be\ngiven in  writing  by  United  States  certified  or  registered  mail  (postage\nprepaid),  by nationally recognized courier service, by hand or by telecopy with\nconfirming  notice and any such notice shall become  effective  upon receipt and\nshall be directed to the address of such Person as indicated:\n\nIf to the Lessee, to it at the following address:\n\n                     HEALTHSOUTH Corporation\n                     One HealthSouth Parkway\n                     Birmingham, Alabama 35243\n                     Attention: Malcolm E. McVay\n                     Telephone No.: (205) 969-6140\n                     Telecopy No.: (205) 969-4620\n                     Email: tadd.mcvay@healthsouth.com\n\n                                       33\n\n\n\nWith a copy to:\n\n                     HEALTHSOUTH Corporation\n                     One HealthSouth Parkway\n                     Birmingham, Alabama 35243\n                     Attention: William W. Horton\n                     Telephone No.: (205) 969-4977\n                     Telecopy No.: (205) 969-4730\n                     Email: bill.horton@healthsouth.com\n\nIf to the Owner Trustee, to it at the following address:\n\n                     First Security Bank, National Association\n                     79 South Main Street\n                     Salt Lake City, Utah 84111\n                     Attention: Val T. Orton\n                     Telephone No.: (801) 246-5208\n                     Telecopy No.: (801) 246-5053\n\nIf to UBS AG, Stamford Branch,  as a Holder or a Lender,  to it at the following\naddress:\n\n                     UBS AG, Stamford Branch\n                     677 Washington Boulevard\n                     Stamford, Connecticut 06901\n                     Attn: Jennifer Poccia\n                     Telephone No.: (203) 719-3834\n                     Telecopy No.: (203)719-3888\n                     Email: jennifer.poccia@ubsw.com\n\nif to any other  Holder,  to it at the address set forth for such Holder on each\nHolder's Holder Addendum hereto or in the applicable Assignment and Assumption;\n\nIf to any  other  Lender,  to it at the  address  for  notice  set forth on such\nLender's Lender Addendum hereto or in the applicable  Assignment and Assumption,\nthe form of which is attached as a schedule to the Credit Agreement;\n\nIf to the Agent, to it at the following address:\n\n                           UBS AG, Stamford Branch\n                           677 Washington Boulevard\n                           Stamford, Connecticut 06901\n                           Attn: Jennifer Poccia\n                           Telephone No.: (203) 719-3834\n                           Telecopy No.: (203)719-3888\n                           Email: jennifer.poccia@ubsw.com\n\nwith all notices of  borrowing,  conversion,  continuation  or prepayment of any\nLoan to be  delivered  to the  address  set forth in  Section  9.2 of the Credit\nAgreement.\n\n                                       34\n\n\nFrom time to time any party may  designate a new address for  purposes of notice\nhereunder by notice to each of the other parties hereto.\n\n         14.4 Counterparts.\n\n              This  Agreement may be executed by the parties  hereto in separate\ncounterparts, each of which when so executed and delivered shall be an original,\nbut all  such  counterparts  shall  together  constitute  but  one and the  same\ninstrument.\n\n         14.5 Amendments and Termination.\n\n              Neither  this  Agreement  nor  any  of  the  terms  hereof  may be\nterminated, amended, supplemented, waived or modified except by an instrument in\nwriting  signed by the  Lessor,  the Lessee and  (subject  to Section 9.1 of the\nCredit  Agreement)  the Agent.  This Agreement may be terminated by an agreement\nsigned in writing by the Owner Trustee, the Holders, the Lenders, the Lessee and\nthe Agent.\n\n         14.6 Headings, etc.\n\n              The Table of Contents  and  headings of the various  Articles  and\nSections of this  Agreement are for  convenience of reference only and shall not\nmodify, define, expand or limit any of the terms or provisions hereof.\n\n         14.7 Parties in Interest.\n\n              Except as expressly  provided  herein,  none of the  provisions of\nthis  Agreement  are intended  for the benefit of any Person  except the parties\nhereto;  provide, that the Lenders are intended to be third-party  beneficiaries\nof this Agreement.\n\n         14.8 GOVERNING LAW; WAIVERS OF JURY TRIAL.\n\n              (i) THIS  AGREEMENT  SHALL  BE  GOVERNED  BY,  AND  CONSTRUED  AND\n         INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.\n\n              (ii) TO THE MAXIMUM  EXTENT  PERMITTED BY APPLICABLE  LAW, EACH OF\n         THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY\n         IN ANY LEGAL  ACTION OR  PROCEEDING  RELATING TO THIS  AGREEMENT OR ANY\n         OTHER OPERATIVE AGREEMENT AND FOR ANY COUNTERCLAIM THERETO.\n\n         14.9 Submission to Jurisdictions Waivers.\n\n              Each of the parties hereto irrevocably and unconditionally:\n\n         (a)  submits  for  itself  and its  property  in any  legal  action  or\n         proceeding   relating  to  this  Agreement  and  the  other   Operative\n         Agreements to which it is a party,  or for  recognition and enforcement\n         of any judgment in respect thereof, to the non-exclusive general\n\n                                       35\n\n\n         jurisdiction  of the  courts of the State of New York and the courts of\n         the United  States  located in the  Southern  District  of New York and\n         appellate courts thereof;\n\n         (b) consents that any such action or proceeding  may be brought in such\n         courts and waives any  objection  that it may now or hereafter  have to\n         the venue of any such  action or  proceeding  in any such court or that\n         such  action or  proceeding  was brought in an  inconvenient  court and\n         agrees not to plead or claim the same;\n\n         (c) agrees that service of process in any such action or proceeding may\n         be effected by mailing a copy thereof by registered  or certified  mail\n         (or any  substantially  similar form of mail) postage  prepaid,  to the\n         respective  party at its address set forth in Section 14.3 hereof or at\n         such other  address of which the  Administrative  Agent shall have been\n         notified pursuant thereto;\n\n         (d) agrees that nothing herein shall affect the right to effect service\n         of  process in any other  manner  permitted  by law or shall  limit the\n         right to sue in any other jurisdiction; and\n\n         (e) waives,  to the maximum  extent not prohibited by law, any right it\n         may have to claim or recover in any legal action or proceeding referred\n         to  in  this  Section  14.9  any   special,   exemplary,   punitive  or\n         consequential damages.\n\n         14.10 Severability.\n\n              Any   provision  of  this   Agreement   that  is   prohibited   or\nunenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective\nto the extent of such prohibition or unenforceability  without  invalidating the\nremaining provisions hereof, and any such prohibition or unenforceability in any\njurisdiction shall not invalidate or render such provision  unenforceable in any\nother jurisdiction.\n\n         14.11 Liability Limited.\n\n         (a) The Agent,  the Lessee and the Holders each  acknowledge  and agree\n         that the Owner  Trustee  is  (except as  otherwise  expressly  provided\n         herein or therein) entering into this Agreement and the other Operative\n         Agreements  to which it is a party (other than the Trust  Agreement and\n         other than as set forth in Section  7.2 of this  Agreement),  solely in\n         its  capacity  as  trustee  under  the Trust  Agreement  and not in its\n         individual  capacity  and that  Trust  Company  shall  not be liable or\n         accountable  under  any  circumstances  whatsoever  in  its  individual\n         capacity  for  or  on  account  of  any  statements,   representations,\n         warranties,  covenants or  obligations  stated to be those of the Owner\n         Trustee,  except for its own gross negligence or willful misconduct and\n         except as otherwise expressly provided herein or in the other Operative\n         Agreements.\n\n         (b) Anything to the contrary  contained in this  Agreement,  the Credit\n         Agreement,   the   Notes   or  in   any   other   Operative   Agreement\n         notwithstanding,  neither the Lessor nor any Holder (in its capacity as\n         a Holder) nor any officer, director,  shareholder,  or partner thereof,\n         nor any of the successors or assigns of the foregoing (all such Persons\n         being   hereinafter   referred  to   collectively  as  the  \"Exculpated\n         Persons\"),  shall be personally liable in any respect for any liability\n         or  obligation   hereunder  or  under  any  other  Operative\n\n                                       36\n\n\n         Agreement  including  the payment of the  principal of, or interest on,\n         the Notes, or for monetary damages for the breach of performance of any\n         of the covenants  contained in the Credit  Agreement,  the Notes,  this\n         Agreement,  the  Security  Agreement  or  any of  the  other  Operative\n         Agreements.  The Agent (for itself and on behalf of the Lenders) agrees\n         that,  in the  event  the  Agent or any  Lender  pursues  any  remedies\n         available  to  them  under  the  Credit  Agreement,   the  Notes,  this\n         Agreement,  the Security Agreement,  the Mortgage  Instruments or under\n         any other Operative Agreement,  neither the Lenders nor the Agent shall\n         have any recourse  against any Exculpated  Person,  for any deficiency,\n         loss or Claim for monetary  damages or otherwise  resulting  therefrom,\n         and  recourse  shall be had solely and  exclusively  against  the Trust\n         Estate and the Lessee (with respect to the Lessee's  obligations  under\n         the  Lease,  the  Participation   Agreement  and  any  other  Operative\n         Agreement);  but  nothing  contained  herein  shall be taken to prevent\n         recourse  against or the  enforcement  of  remedies  against  the Trust\n         Estate  in  respect  of  any  and  all  liabilities,   obligations  and\n         undertakings  contained herein, in the Credit Agreement,  in the Notes,\n         in the Security  Agreement,  the Mortgage  Instruments  or in any other\n         Operative  Agreement.  Notwithstanding  the provisions of this Section,\n         nothing  in this  Agreement,  the  Credit  Agreement,  the  Notes,  the\n         Security  Agreement,  the Mortgage  Instruments or any other  Operative\n         Agreement shall:  (i) constitute a waiver,  release or discharge of any\n         indebtedness or obligation evidenced by the Notes or arising under this\n         Agreement,  the Security  Agreement,  the Mortgage  Instruments  or the\n         Credit  Agreement  or secured by the Security  Agreement,  the Mortgage\n         Instruments  or any  other  Operative  Agreement,  but the  same  shall\n         continue  until  paid or  discharged;  (ii)  relieve  the Lessor or any\n         Exculpated  Person from liability and  responsibility  for (but only to\n         the extent of the  damages  arising  by reason  of):  (a) active  waste\n         knowingly  committed  by such  Lessor or such  Exculpated  Person  with\n         respect to the Properties or (b) any fraud,  gross negligence,  willful\n         misconduct or willful  breach as  determined  by a final  judgment of a\n         court of  competent  jurisdiction,  on the part of such  Lessor or such\n         Exculpated Person;  (iii) relieve such Lessor or such Exculpated Person\n         from  liability and  responsibility  for (but only to the extent of the\n         moneys   misappropriated,   misapplied   or  not   turned   over)   (a)\n         misappropriation or misapplication by such Lessor (i.e., application in\n         a manner contrary to any Operative Agreement) of any insurance proceeds\n         or  condemnation  award paid or  delivered to such Lessor by any Person\n         other than the Agent or (b) any rents or other income  received by such\n         Lessor from the Lessee  that are not turned over to the Agent;  or (iv)\n         affect or in any way limit the Agent's  rights and  remedies  under any\n         Operative Agreement with respect to the Rents and its rights thereunder\n         or its right to obtain a judgment against the Lessor's  interest in the\n         Properties.\n\n         14.12 Rights of Lessee.\n\n               Notwithstanding any provision of the Operative Agreements,  if at\nany time all  obligations  (i) of the Owner Trustee under the Credit  Agreement,\nthe Security Documents,  the Trust Agreement and the other Operative  Agreements\nand (ii) of the Lessee  under the  Operative  Agreements  have in each case been\nsatisfied  or  discharged  in full,  then the Lessee  shall be  entitled  to (a)\nterminate  the Lease and (b) receive all amounts  then held under the  Operative\nAgreements  and all  proceeds  with respect to any of the  Properties.  Upon the\ntermination of the Lease pursuant to the foregoing  clause (a), the Lessor shall\ntransfer to the Lessee all of its right,  title and  interest  free and clear of\nthe Lien of the  Lease and all  Lessor  Liens in and to the \n\n                                       37\n\n\nProperties and any amounts or proceeds  referred to in the foregoing  clause (b)\nshall be paid over to the Lessee.\n\n         14.13 Further Assurances.\n\n               The parties hereto shall  promptly  cause to be taken,  executed,\nacknowledged or delivered,  at the sole expense of the Lessee,  all such further\nacts,  conveyances,  documents and assurances as the other parties may from time\nto time  reasonably  request in order to carry out and effectuate the intent and\npurposes of this Participation Agreement, the other Operative Agreements and the\ntransactions contemplated hereby and thereby (including, without limitation, the\npreparation,  execution  and  filing  of any and  all  Uniform  Commercial  Code\nfinancing statements and other filings or registrations which the parties hereto\nmay from time to time request to be filed or effected).  The Lessee,  at its own\nexpense and without need of any prior  request from any other party,  shall take\nsuch action as may be necessary (including any action specified in the preceding\nsentence),  or (if Owner Trustee shall so request) as so requested,  in order to\nmaintain and protect all security  interests provided for hereunder or under any\nother Operative Agreement.\n\n         14.14 Calculations under Operative Agreements.\n\n               The parties  hereto  agree that all  calculations  and  numerical\ndeterminations  to be made under the  Operative  Agreements by the Owner Trustee\nshall be made by the Agent and that such calculations and  determinations  shall\nbe  conclusive  and  binding on the  parties  hereto in the  absence of manifest\nerror.\n\n         14.15 Confidentiality.\n\n               Each of the Owner Trustee, the Holders, the Agent and the Lenders\nseverally agrees to use reasonable  efforts to keep  confidential all non-public\ninformation pertaining to the Lessee or its Subsidiaries which is provided to it\nby the Lessee or its  Subsidiaries,  provided that nothing herein shall prohibit\nthe disclosure by any such Person of such information:\n\n         (a) to the extent  such  information  is public  when  received by such\n         Person or becomes  public  thereafter due to the act or omission of any\n         party other than such Person;\n\n         (b) to the extent such  information  is  independently  obtained from a\n         source  other  than  the  Lessee  or any of its  Subsidiaries  and such\n         information  from  such  source  is not,  to such  Person's  knowledge,\n         subject to an obligation of confidentiality  or, if such information is\n         subject to an obligation of  confidentiality,  that  disclosure of such\n         information is permitted;\n\n         (c) to counsel,  auditors or accountants retained by any such Person or\n         any  Affiliates  of any such  Person  provided  they agree to keep such\n         information.  confidential as if such Person or Affiliate were party to\n         this  Agreement  and to  financial  institution  regulators,  including\n         examiners of any Lender, the Agent or the Owner Trustee,  any Holder or\n         any Affiliate in the course of examinations of such Persons;\n\n                                       38\n\n\n         (d)  in  connection   with  any   litigation  or  the   enforcement  or\n         preservation of the rights of the Agent, the Owner Trustee, the Lessor,\n         any Lender or any Holder under the Operative Agreements;\n\n         (e)  to  the  extent  required  by  any  applicable  statute,  rule  or\n         regulation or court order  (including,  without  limitation,  by way of\n         subpoena) or pursuant to the request of any regulatory or  Governmental\n         Authority having jurisdiction over such Person; provided, however, that\n         such Person shall  endeavor  (if not  otherwise  prohibited  by Law) to\n         notify the Lessee prior to any disclosure  made pursuant to this clause\n         (e),  except  that no such  Person  shall be subject  to any  liability\n         whatsoever for any failure to so notify the Lessee;\n\n         (f) the Agent may disclose such  information to the Owner Trustee,  any\n         Lender or any Holder; or\n\n         (g) to the extent  disclosure  to any other  financial  institution  or\n         other Person is appropriate  in connection  with any proposed or actual\n         (i)  assignment  or grant of a  participation  by any of the Lenders of\n         interests in the Credit  Agreement or (ii)  assignment by any Holder of\n         interests in the Trust Agreement to another Person.\n\n         14.16 Calculation of Rent, Interest, Holder Yield and Fees.\n\n               Except  as  otherwise   expressly  set  forth  in  the  Operative\nAgreements,  all  calculation  of Rent,  interest,  Holder Yield,  Overdue Rate,\nHolder  Overdue  Rate,  Commitment  Fees,  or  Holder  Commitment  Fees  payable\nhereunder  shall be computed  based on the actual  number of days elapsed over a\nyear of 360 days.\n\n         14.17 Responsibilities and Liabilities.\n\n               The  Joint  Lead  Arrangers,  the  Documentation  Agent  and  the\nSyndication   Agent,   in   such   respective   capacities,    shall   have   no\nresponsibilities,  and shall incur no liabilities under this Agreement or any of\nthe Operative Agreements.\n\n         14.18 Holder and Lender Addenda.\n\n               Each Holder shall become a party to this  Agreement by delivering\nto the  Administrative  Agent a Holder  Addendum,  substantially  in the form of\nExhibit  H,  duly   executed  by  such  Holder,   the  Owner   Trustee  and  the\nAdministrative  Agent.  Each Lender  shall  become a party to this  Agreement by\ndelivering to the Administrative  Agent a Lender Addendum,  substantially in the\nform  of  Exhibit  I,  duly  executed  by  such  Lender,  the  Borrower  and the\nAdministrative Agent.\n\n\n                                       39\n\n\n         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nduly executed by their respective  officers  thereunto duly authorized as of the\nday and year first above written.\n\n                                        HEALTHSOUTH Corporation., as Lessee\n\n\n                                        By:      \/s\/ Malcolm E. McVay\n                                           ------------------------------------\n                                           Name: Malcolm E. McVay\n                                           Title: Senior Vice President\n\n                                        FIRST    SECURITY     BANK,     NATIONAL\n                                        ASSOCIATION, not individually, except as\n                                        expressly  stated herein,  but solely as\n                                        Owner  Trustee  under  the   HEALTHSOUTH\n                                        Corporation Trust 2000-1\n\n\n                                        By:         \/s\/ Arge Pavlos\n                                           -------------------------------------\n                                           Name: Arge Pavlos\n                                           Title: Trust Officer\n\n                                        UBS AG, STAMFORD BRANCH, as Agent\n\n\n                                        By:       \/s\/ Daniel W. Ladd III\n                                           -------------------------------------\n                                           Name: Daniel W. Ladd III\n                                           Title: Executive Director\n\n\n                                        By:      \/s\/ Wilfred V. Saint\n                                           -------------------------------------\n                                           Name: Wilfred V. Saint\n\n\n\n                                       40\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7751,9137,9312],"corporate_contracts_industries":[9415,9438],"corporate_contracts_types":[9561,9560],"class_list":["post-41197","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-healthsouth-corp","corporate_contracts_companies-ubs-ag","corporate_contracts_companies-wells-fargo---co","corporate_contracts_industries-financial__banks","corporate_contracts_industries-health__misc","corporate_contracts_types-finance__credit","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41197","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41197"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41197"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41197"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41197"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}