<PAGE>
                                                                   EXHIBIT 10.20

                  AMENDED AND RESTATED PARTICIPATION AGREEMENT

         THIS AMENDED AND RESTATED PARTICIPATION AGREEMENT dated as of November
13, 2001 (as amended, modified, extended, supplemented, restated and/or replaced
from time to time, this "Agreement") is by and among PROVINCE HEALTHCARE COMPANY
a Delaware corporation (the "Lessee" or the "Construction Agent"); the various
parties hereto from time to time as guarantors (subject to the definition of
Guarantors in Appendix A hereto, individually, a "Guarantor" and collectively,
the "Guarantors"); WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION (formerly
known as First Security Bank, National Association), a national banking
association, not individually (in its individual capacity, the "Trust Company"),
except as expressly stated herein, but solely as the Owner Trustee under the PHC
Real Estate Trust 1998-1 (the "Owner Trustee", the "Borrower" or the "Lessor");
the various banks and other lending institutions which are parties hereto from
time to time as lenders (subject to the definition of Lenders in Appendix A
hereto, individually, a "Lender" and collectively, the "Lenders"); FIRST UNION
NATIONAL BANK, a national banking association, as the agent for the Lenders and
respecting the Security Documents, as the agent for the Lenders and the Holders,
to the extent of their interests (in such capacity, the "Agent"); the various
banks and other lending institutions which are parties hereto from time to time
as holders of certificates issued with respect to the PHC Real Estate Trust
1998-1 (subject to the definition of Holders in Appendix A hereto, individually,
a "Holder" and collectively, the "Holders"). Capitalized terms used but not
otherwise defined in this Agreement shall have the meanings set forth in
Appendix A hereto.

         WHEREAS, the Lessee, the Guarantors, the Owner Trustee, certain banks
and other lending institutions as lenders, certain banks and other lending
institutions as holders and First Union National Bank as agent thereunder are
parties to that certain Participation Agreement, dated as of March 30, 1998 (as
amended by that certain Amendment No. 1 to Certain Operative Agreements, dated
as of September 10, 1999, and as further amended by that certain Amendment No. 2
to Certain Operative Agreements dated as of March 20, 2001 and as otherwise
amended, modified, extended, supplemented, restated and/or replaced prior to the
date hereof, the "Original Participation Agreement") and certain of such Persons
are parties to the other documents, instruments and operative agreements
executed from time to time in connection with the Original Participation
Agreement (all such other documents, instruments and operative agreements,
together with the Original Participation Agreement, the "Existing Operative
Agreements");

         WHEREAS, the parties to the Original Participation Agreement have
agreed to amend and restate the Original Participation Agreement on the terms
and subject to the conditions set forth herein;

         In consideration of the mutual agreements herein contained and other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto hereby agree as follows:
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                     SECTION 1A. AMENDMENT AND RESTATEMENT.

         This Agreement amends and restates the Original Participation
Agreement.

                              SECTION 1. THE LOANS.

         Subject to the terms and conditions of this Agreement and in reliance
on the representations and warranties of each of the parties hereto contained
herein or made pursuant hereto, the Lenders have agreed to make Loans to the
Lessor from time to time in an aggregate principal amount of up to the aggregate
amount of the Commitments of the Lenders in order for the Lessor to acquire the
Properties and certain Improvements, to develop and construct certain
Improvements in accordance with the Agency Agreement and the terms and
provisions hereof, to construct Modifications and for the other purposes
described herein, and in consideration of the receipt of proceeds of the Loans,
the Lessor will issue the Notes. The Loans shall be made and the Notes shall be
issued pursuant to the Credit Agreement. Pursuant to Section 5 of this Agreement
and Section 2 of the Credit Agreement, the Loans will be made to the Lessor from
time to time at the request of (a) the Construction Agent in consideration for
the Construction Agent agreeing for the benefit of the Lessor, pursuant to the
Agency Agreement, to acquire the Properties, to acquire the Equipment, to
construct certain Improvements and to cause the Lessee to lease the Properties,
each in accordance with the Agency Agreement and the other Operative Agreements
or (b) the Lessee in consideration for the Lessee agreeing for the benefit of
the Lessor, pursuant to the Lease, to construct Modifications in accordance with
the Lease and the other Operative Agreements. The Loans and the obligations of
the Lessor under the Credit Agreement shall be secured by the Collateral.

                           SECTION 2. HOLDER ADVANCES.

         Subject to the terms and conditions of this Agreement and in reliance
on the representations and warranties of each of the parties hereto contained
herein or made pursuant hereto, on each date Advances are requested to be made
in accordance with Section 5 hereof, each Holder shall make a Holder Advance on
a pro rata basis to the Lessor with respect to the PHC Real Estate Trust 1998-1
based on its Holder Commitment in an amount in immediately available funds such
that the aggregate of all Holder Advances on such date shall be three percent
(3%) of the amount of the Requested Funds on such date; provided, that no Holder
shall be obligated for any Holder Advance in excess of its pro rata share of the
Available Holder Commitment. The aggregate amount of Holder Advances shall be up
to the aggregate amount of the Holder Commitments. No prepayment or any other
payment with respect to any Advance shall be permitted such that the Holder
Advance with respect to such Advance is less than three percent (3%) of the
outstanding amount of such Advance, except in connection with termination or
expiration of the Term or in connection with the exercise of remedies relating
to the occurrence of a Lease Event of Default. The representations, warranties,
covenants and agreements of the Holders herein and in the other Operative
Agreements are several, and not joint or joint and several.


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                       SECTION 3. SUMMARY OF TRANSACTIONS.

         3.1.     OPERATIVE AGREEMENTS.

         On the date hereof, each of the respective parties hereto and thereto
shall execute and deliver this Agreement, the Lease, each applicable Ground
Lease, the Agency Agreement, the Credit Agreement, the Notes, the Trust
Agreement, the Certificates, the Security Agreement, each applicable Mortgage
Instrument and such other documents, instruments, certificates and opinions of
counsel as agreed to by the parties hereto.

         3.2.     PROPERTY PURCHASE.

         On each Property Closing Date and subject to the terms and conditions
of this Agreement (a) the Holders will each make a Holder Advance in accordance
with Sections 2 and 5 of this Agreement and the terms and provisions of the
Trust Agreement, (b) the Lenders will each make Loans in accordance with
Sections 1 and 5 of this Agreement and the terms and provisions of the Credit
Agreement, (c) the Lessor will purchase and acquire good and marketable title to
or ground lease pursuant to a Ground Lease, the applicable Property, each to be
within an Approved State, identified by the Construction Agent, in each case
pursuant to a Deed, Bill of Sale or Ground Lease, as the case may be, and grant
the Agent a lien on such Property by execution of the required Security
Documents, (d) the Agent, the Lessee and the Lessor shall execute and deliver a
Lease Supplement relating to such Property and (e) the Term shall commence with
respect to such Property.

         3.3.     CONSTRUCTION OF IMPROVEMENTS; LEASE OR DISPOSITION OF
                  PROPERTY.

         Construction Advances will be made with respect to particular
Improvements to be constructed and with respect to ongoing Work regarding the
Equipment and construction of particular Improvements, in each case, pursuant to
the terms and conditions of this Agreement, the Agency Agreement or Section
11.1(c) of the Lease. The Construction Agent (or, respecting Section 11.1(c) of
the Lease, the Lessee) will act as a construction agent on behalf of the Lessor
respecting the Work regarding the Equipment, the construction of such
Improvements (or, respecting Section 11.1(c) of the Lease, the Modifications)
and the expenditures of the Construction Advances related to the foregoing. The
Construction Agent shall promptly notify the Lessor upon Completion of the
Improvements and the Lessee shall commence to pay Basic Rent as of the Rent
Commencement Date. The Lessee shall promptly notify the Lessor upon completion
of each Modification.


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<PAGE>

                            SECTION 4. THE CLOSINGS.

         4.1.     INITIAL CLOSING DATE.

         All documents and instruments required to be delivered on the Initial
Closing Date shall be delivered at the offices of Moore & Van Allen, PLLC,
Charlotte, North Carolina, or at such other location as may be determined by the
Lessor, the Agent and the Lessee.

         4.2.     INITIAL CLOSING DATE; PROPERTY CLOSING DATES; ACQUISITION
                  ADVANCES; CONSTRUCTION ADVANCES.

         The Construction Agent (or, respecting Section 11.1(c) of the Lease,
the Lessee) shall deliver to the Agent a requisition (a "Requisition"), in the
form attached hereto as EXHIBIT A or in such other form as is satisfactory to
the Agent, in its reasonable discretion, in connection with (a) the Transaction
Expenses and other fees, expenses and disbursements payable, pursuant to Section
7.1, by the Lessor and (b) each Acquisition Advance pursuant to Section 5.3 and
(c) each Construction Advance pursuant to Section 5.4.

              SECTION 5. FUNDING OF ADVANCES; CONDITIONS PRECEDENT;
                   REPORTING REQUIREMENTS ON COMPLETION DATE;
            THE LESSEE'S DELIVERY OF NOTICES; RESTRICTIONS ON LIENS.

         5.1.     GENERAL.

                  (a)      To the extent funds have been advanced to the Lessor
         as Loans by the Lenders and to the Lessor as Holder Advances by the
         Holders, the Lessor will use such funds from time to time in accordance
         with the terms and conditions of this Agreement and the other Operative
         Agreements (i) at the direction of the Construction Agent to acquire
         the Properties in accordance with the terms of this Agreement, the
         Agency Agreement and the other Operative Agreements, (ii) to make
         Advances to the Construction Agent to permit the acquisition, testing,
         engineering, installation, development, construction, modification,
         design, and renovation, as applicable, of the Properties (or components
         thereof) in accordance with the terms of the Agency Agreement and the
         other Operative Agreements, (iii) to make Advances to the Lessee to
         fund Modifications pursuant to Section 11.1(c) of the Lease and (iv) to
         pay Transaction Expenses, fees, expenses and other disbursements
         payable by the Lessor under Sections 7.1(a) and 7.1(b).

                  (b)      In lieu of the payment of interest on the Loans and
         Holder Yield on the Holder Advances on any Scheduled Interest Payment
         Date with respect to any Property during the period prior to the Rent
         Commencement Date with respect to such Property, (i) each Lender's Loan
         shall automatically be increased by the amount of interest accrued and
         unpaid on such Loan for such period (except to the extent that at any
         time such increase would cause such Lender's Loan to exceed such
         Lender's Available Commitment, in which case the Lessee shall pay such
         excess amount to such Lender in


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<PAGE>

         immediately available funds on the date such Lender's Available
         Commitment was exceeded), and (ii) each Holder's Holder Advance shall
         automatically be increased by the amount of Holder Yield accrued and
         unpaid on such Holder Advance for such period (except to the extent
         that at any time such increase would cause the Holder Advance of such
         Holder to exceed such Holder's Available Holder Commitment, in which
         case the Lessee shall pay such excess amount to such Holder in
         immediately available funds on the date the Available Holder Commitment
         of such Holder was exceeded). Such increases in a Lender's Loan and a
         Holder's Holder Advance shall occur without any disbursement of funds
         by any Person.

         5.2.     PROCEDURES FOR FUNDING.

                  (a)      The Construction Agent (or, respecting Section
         11.1(c) of the Lease, the Lessee) shall designate the date for Advances
         hereunder in accordance with the terms and provisions hereof; provided,
         however, it is understood and agreed that no more than two (2) Advances
         (excluding any conversion and/or continuation of any Loans or Holder
         Advances) may be requested during any calendar month. Not less than (i)
         three (3) Business Days prior to the Initial Closing Date and (ii)
         three (3) Business Days prior to the date on which any Acquisition
         Advance or Construction Advance is to be made, the Construction Agent
         shall deliver to the Agent, (A) with respect to the Initial Closing
         Date and each Acquisition Advance, a Requisition as described in
         Section 4.2 hereof (including without limitation a legal description of
         the Land, a schedule of the Improvements, if any, and a schedule of the
         Equipment, if any, acquired or to be acquired on such date, and a
         schedule of the Work, if any, to be performed, each of the foregoing in
         a form reasonably acceptable to the Agent) and (B) with respect to each
         Construction Advance, a Requisition identifying (among other things)
         the Property to which such Construction Advance relates.

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

                  (c)      Subject to the satisfaction of the conditions
         precedent set forth in Sections 5.3 or 5.4, as applicable, on each
         Property Closing Date or the date on which the Construction Advance is
         to be made, as applicable, (i) the Lenders shall make Loans based on
         their respective Lender Commitments to the Lessor in an aggregate
         amount equal to ninety-seven percent (97%) of the Requested Funds
         specified in any Requisition (ratably between the Tranche A Lenders and
         the Tranche B Lenders with the Tranche A Lenders funding eighty-five
         percent (85%) of the Requested Funds and the Tranche B Lenders funding
         twelve percent (12%) of the Requested Funds), up to an aggregate
         principal amount equal to the aggregate of the Available Commitments,
         (ii) each Holder


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<PAGE>

         shall make a Holder Advance based on its Holder Commitment in an amount
         such that the aggregate of all Holder Advances at such time shall be
         three percent (3%) of the balance of the Requested Funds specified in
         such Requisition, up to the aggregate advanced amount equal to the
         aggregate of the Available Holder Commitments; and (iii) the total
         amount of such Loans and Holder Advances made on such date shall (x) be
         used by the Lessor to pay Property Costs and/or Transaction Expenses
         within three (3) Business Days of the receipt by the Lessor of such
         Advance or (y) be advanced by the Lessor on the date of such Advance to
         the Construction Agent or the Lessee to pay Property Costs, as
         applicable. Notwithstanding that the Operative Agreements state that
         Advances shall be directed to the Lessor, each Advance shall in fact be
         directed to the Agent (for the benefit of the Lessor) and applied by
         the Agent (for the benefit of the Lessor) pursuant to the requirements
         imposed on the Lessor under the Operative Agreements.

                  (d)      With respect to an Advance obtained by the Lessor to
         pay for Property Costs and/or Transaction Expenses or other costs
         payable under Section 7.1 hereof and not expended by the Lessor for
         such purpose on the date of such Advance, such amounts shall be held by
         the Lessor (or the Agent on behalf of the Lessor) until the applicable
         closing date or, if such closing date does not occur within three (3)
         Business Days of the date of the Lessor's receipt of such Advance,
         shall be applied regarding the applicable Advance to repay the Lenders
         and the Holders and, subject to the terms hereof, and of the Credit
         Agreement and the Trust Agreement, shall remain available for future
         Advances. Any such amounts held by the Lessor (or the Agent on behalf
         of the Lessor) shall be subject to the lien of the Security Agreement.

                  (e)      All Operative Agreements which are to be delivered to
         the Lessor, the Agent, the Lenders or the Holders shall be delivered to
         the Agent, on behalf of the Lessor, the Agent, the Lenders or the
         Holders, and such items (except for Notes, Certificates and chattel
         paper originals, with respect to which in each case there shall be only
         one original) shall be delivered with originals sufficient for the
         Lessor, the Agent, each Lender and each Holder. All other items which
         are to be delivered to the Lessor, the Agent, the Lenders or the
         Holders shall be delivered to the Agent, on behalf of the Lessor, the
         Agent, the Lenders or the Holders, and such other items shall be held
         by the Agent. To the extent any such other items are requested in
         writing from time to time by the Lessor, any Lender or any Holder, the
         Agent shall provide a copy of such item to the party requesting it.

                  (f)      Notwithstanding the completion of any closing under
         this Agreement pursuant to Sections 5.3 or 5.4, each condition
         precedent in connection with any such closing may be subsequently
         enforced by the Agent (unless such has been expressly waived in writing
         by the Agent).


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<PAGE>

         5.3.     CONDITIONS PRECEDENT FOR THE LESSOR, THE AGENT, THE LENDERS
                  AND THE HOLDERS RELATING TO THE INITIAL CLOSING DATE AND THE
                  ADVANCE OF FUNDS FOR THE ACQUISITION OF A PROPERTY.

         The obligations (i) on the Initial Closing Date of the Lessor, the
Agent, the Lenders and the Holders to enter into the transactions contemplated
by this Agreement, including without limitation the obligation to execute and
deliver the applicable Operative Agreements to which each is a party on the
Initial Closing Date, (ii) on the Initial Closing Date of the Holders to make
Holder Advances, and of the Lenders to make Loans in order to pay Transaction
Expenses, fees, expenses and other disbursements payable by the Lessor under
Section 7.1(a) of this Agreement and (iii) on a Property Closing Date for the
purpose of providing funds to the Lessor necessary to pay the Transaction
Expenses, fees, expenses and other disbursements payable by the Lessor under
Section 7.1(b) of this Agreement and to acquire or ground lease a Property (an
"Acquisition Advance"), in each case (with regard to the foregoing Sections
5.3(i), (ii) and (iii)) are subject to the satisfaction or waiver of the
following conditions precedent on or prior to the Initial Closing Date or the
applicable Property Closing Date, as the case may be (To the extent such
conditions precedent require the delivery of any agreement, certificate,
instrument, memorandum, legal or other opinion, appraisal, commitment, title
insurance commitment, lien report or any other document of any kind or type,
such shall be in form and substance satisfactory to the Agent, in its reasonable
discretion. Notwithstanding the foregoing, the obligations of each party shall
not be subject to any conditions contained in this Section 5.3 which are
required to be performed by such party.):

                  (a)      the correctness of the representations and warranties
         of the parties to this Agreement contained herein, in each of the other
         Operative Agreements and each certificate delivered pursuant to any
         Operative Agreement (including without limitation the Incorporated
         Representations and Warranties) on each such date, except to the extent
         the facts upon which such representation and warranty are based may be
         changed as a result of transactions or occurrences permitted or
         contemplated hereby or such representation or warranty relates solely
         to a prior date;

                  (b)      the performance by the parties to this Agreement of
         their respective agreements contained herein and in the other Operative
         Agreements to be performed by them on or prior to each such date;

                  (c)      the Agent shall have received a fully executed
         counterpart copy of the Requisition, appropriately completed;

                  (d)      title to each such Property shall conform to the
         representations and warranties set forth in Section 6.3(l) hereof;

                  (e) the Construction Agent shall have delivered to the Agent a
         good standing certificate for the Construction Agent in the state where
         each such Property is located (as of the applicable Property Closing
         Date), the Deed with respect to the Land and existing Improvements (if
         any), a copy of the Ground Lease (if any), and a copy of the Bill of
         Sale with respect to the Equipment (if any), respecting such of the
         foregoing as are being


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<PAGE>

         acquired or ground leased on each such date with the proceeds of the
         Loans and Holder Advances or which have been previously acquired or
         ground leased with the proceeds of the Loans and Holder Advances and
         such Land, existing Improvements (if any) and Equipment (if any) shall
         be located in an Approved State;

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

                  (g)      the Construction Agent shall have delivered to the
         Agent title insurance commitments to issue policies respecting each
         such Property in favor of the Lessor and the Agent through an agent or
         agency selected by the Construction Agent and from a title insurance
         company acceptable to the Agent, with such title exceptions thereto as
         are acceptable to the Agent;

                  (h)      the Construction Agent shall have delivered to the
         Agent an environmental site assessment respecting each such Property
         prepared by an independent recognized professional selected by the
         Construction Agent and acceptable to the Agent and evidencing no
         pre-existing environmental condition with respect to which there is
         more than a remote risk of loss;

                  (i)      the Construction Agent shall have delivered to the
         Agent a survey (with a flood hazard certification) respecting each such
         Property prepared by an independent recognized professional acceptable
         to the Agent;

                  (j)      unless such an opinion has previously been delivered
         with respect to a particular state, the Construction Agent shall have
         caused to be delivered to the Agent a legal opinion in the form
         attached hereto as EXHIBIT B or in such other form as is acceptable to
         the Agent with respect to local law real property issues respecting the
         state in which each such Property is located addressed to the Lessor,
         the Agent, the Lenders and the Holders from counsel located in the
         state where each such Property is located, and prepared by counsel
         selected by the Construction Agent and acceptable to the Agent;

                  (k)      the Agent shall be satisfied that the acquisition,
         ground leasing and/or holding of each such Property and the execution
         of the Mortgage Instrument and the other Security Documents will not
         materially and adversely affect the rights of the Lessor, the Agent,
         the Holders or the Lenders under or with respect to the Operative
         Agreements;

                  (l)      the Construction Agent shall have delivered to the
         Agent invoices for, or other reasonably satisfactory evidence of, the
         various Transaction Expenses and other fees, expenses and disbursements
         referenced in Sections 7.1(a) or 7.1(b) of this Agreement, as
         appropriate;


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<PAGE>

                  (m)      the Construction Agent shall have caused to be
         delivered to the Agent a Mortgage Instrument (substantially in such
         form as necessary to conform to applicable state law), Lessor Financing
         Statements and Lender Financing Statements respecting each such
         Property, all fully executed and in recordable form;

                  (n)      the Lessee shall have delivered to the Agent with
         respect to each such Property a Lease Supplement and a memorandum (or
         short form lease) regarding the Lease and such Lease Supplement (such
         memorandum or short form lease to be substantially in the form attached
         to the Lease as EXHIBIT B or in such other form as is acceptable to the
         Agent, with modifications as necessary to conform to applicable state
         law, and in form suitable for recording);

                  (o)      with respect to each Acquisition Advance, the sum of
         the Available Commitment plus the Available Holder Commitment (after
         deducting the Unfunded Amount, if any, and after giving effect to the
         Acquisition Advance) will be sufficient to pay all amounts payable
         therefrom;

                  (p)      if any such Property is subject to a Ground Lease,
         the Construction Agent shall have caused a lease memorandum (or short
         form lease) to be delivered to the Agent for such Ground Lease and, if
         requested by the Agent, a landlord waiver and a mortgagee waiver (in
         each case, in such form as is acceptable to the Agent);

                  (q)      counsel (acceptable to the Agent) for the ground
         lessor of each such Property subject to a Ground Lease shall have
         issued to the Lessor, the Agent, the Lenders and the Holders, its
         opinion;

                  (r)      the Construction Agent shall have delivered to the
         Agent a preliminary Construction Budget for each such Property, if
         applicable;

                  (s)      the Construction Agent shall have provided evidence
         to the Agent of insurance with respect to each such Property as
         provided in the Lease;

                  (t)      subject to Section 5.5 of this Agreement, the
         Construction Agent shall have caused an Appraisal regarding each such
         Property to be provided to the Agent from an appraiser satisfactory to
         the Agent;

                  (u)      [intentionally omitted];

                  (v)      the Construction Agent shall cause (i) Uniform
         Commercial Code lien searches, tax lien searches and judgment lien
         searches regarding the Lessee to be conducted (and copies thereof to be
         delivered to the Agent) in such jurisdictions as determined by the
         Agent by a nationally recognized search company selected by the
         Construction Agent and acceptable to the Agent and (ii) the liens
         referenced in such lien searches which are objectionable to the Agent
         to be either removed or otherwise handled in a manner satisfactory to
         the Agent;


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<PAGE>

                  (w)      all taxes, fees and other charges in connection with
         the execution, delivery, recording, filing and registration of the
         Operative Agreements and/or documents related thereto shall have been
         paid or provisions for such payment shall have been made to the
         satisfaction of the Agent;

                  (x)      [intentionally omitted];

                  (y)      in the opinion of the Agent and its counsel, the
         transactions contemplated by the Operative Agreements do not and will
         not subject the Lessor, the Lenders, the Agent or the Holders to any
         materially adverse regulatory prohibitions, constraints, penalties;

                  (z)      each of the Operative Agreements to be entered into
         on such date shall have been duly authorized, executed and delivered by
         the parties thereto, and shall be in full force and effect, and the
         Agent shall have received a fully executed copy of each of the
         Operative Agreements;

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

                  (bb)     as of the Initial Closing Date only, the Agent shall
         have received (i) a certificate of the Secretary or an Assistant
         Secretary of each Credit Party, dated as of the Initial Closing Date,
         in the form attached hereto as EXHIBIT E or in such other form as is
         acceptable to the Agent attaching and certifying as to (1) the
         resolutions of the Board of Directors of such Credit Party duly
         authorizing the execution, delivery and performance by such Credit
         Party of each of the Operative Agreements to which it is or will be a
         party, (2) the articles of incorporation or other such similar
         organizational documents of such Credit Party certified as of a recent
         date by the Secretary of State of its state of incorporation and its
         by-laws and (3) the incumbency and signature of persons authorized to
         execute and deliver on behalf of such Credit Party the Operative
         Agreements to which it is or will be a party and (ii) a good standing
         certificate (or local equivalent) from the appropriate office of the
         respective states where such Credit Party is incorporated and where the
         principal place of business of such Credit Party is located as to its
         good standing in each such state;

                  (cc)     since the date of the most recent audited Financial
         Statements (as such term is defined in the Lessee Credit Agreement) of
         the Lessee, there shall not have


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<PAGE>

         occurred any event, condition or state of facts which shall or could
         reasonably be expected to have a Material Adverse Effect, other than as
         specifically contemplated by the Operative Agreements;

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

                  (ee)     as of the Initial Closing Date only, the Agent shall
         have received (i) a certificate of the Secretary, an Assistant
         Secretary, Trust Officer or Vice President of the Trust Company in the
         form attached hereto as EXHIBIT G or in such other form as is
         acceptable to the Agent, attaching and certifying as to (A) the signing
         resolutions duly authorizing the execution, delivery and performance by
         the Lessor of each of the Operative Agreements to which it is or will
         be a party, (B) its articles of association or other equivalent charter
         documents and its by-laws, as the case may be, certified as of a recent
         date by an appropriate officer of the Trust Company and (C) the
         incumbency and signature of persons authorized to execute and deliver
         on its behalf the Operative Agreements to which it is a party and (ii)
         a good standing certificate from the Office of the Comptroller of the
         Currency;

                  (ff)     as of the Initial Closing Date only, counsel for the
         Lessor acceptable to the Agent shall have issued to the Lessee, the
         Holders, the Lenders and the Agent its opinion in the form attached
         hereto as EXHIBIT H or in such other form as is reasonably acceptable
         to the Agent; and

                  (gg)     as of the Initial Closing Date only, the Construction
         Agent shall have caused to be delivered to the Agent a legal opinion in
         the form attached hereto as EXHIBIT I or in such other form as is
         reasonably acceptable to the Agent, addressed to the Lessor, the Agent,
         the Lenders and the Holders, prepared by counsel acceptable to the
         Agent;

                  (hh)     as of the Initial Closing Date only, the Construction
         Agent shall cause (i) tax lien searches and judgment lien searches
         regarding each Credit Party to be conducted by a nationally recognized
         search company acceptable to the Agent (and copies thereof to be
         delivered to the Agent) in such jurisdictions as determined by the
         Agent and (ii) the liens referenced in such lien searches which are
         objectionable to the Agent to be either removed or otherwise handled in
         a manner satisfactory to the Agent; and


                                       11
<PAGE>

                  (ii)     as of the Property Closing Date, with respect to each
         Permitted Facility which is an improvement to any medical office or
         acute care facility (but does not constitute the entire medical office
         or acute care facility), the Construction Agent shall cause to be in
         place all access easements, utility easements, parking easements and
         any and all other easements and/or other documents as required by the
         Agent in its reasonable discretion.

         5.4.     CONDITIONS PRECEDENT FOR THE LESSOR, THE AGENT, THE LENDERS
                  AND THE HOLDERS RELATING TO THE ADVANCE OF FUNDS AFTER THE
                  ACQUISITION ADVANCE.

         The obligations of the Holders to make Holder Advances, and the Lenders
to make Loans in connection with all requests for Advances subsequent to the
acquisition of a Property including without limitation amounts respecting
Section 11.1(c) of the Lease (and to pay the Transaction Expenses, fees,
expenses and other disbursements payable by the Lessor under Section 7.1 of this
Agreement in connection therewith) are subject to the satisfaction or waiver of
the following conditions precedent (To the extent such conditions precedent
require the delivery of any agreement, certificate, instrument, memorandum,
legal or other opinion, appraisal, commitment, title insurance commitment, lien
report or any other document of any kind or type, such shall be in form and
substance satisfactory to the Agent, in its reasonable discretion.
Notwithstanding the foregoing, the obligations of each party shall not be
subject to any conditions contained in this Section 5.4 which are required to be
performed by such party.):

                  (a)      the correctness on such date of the representations
         and warranties of the parties to this Agreement contained herein, in
         each of the other Operative Agreements and each certificate delivered
         pursuant to any Operative Agreement (including without limitation the
         Incorporated Representations and Warranties on each such date, except
         to the extent the facts upon which any such representations and
         warranties are based may be changed as a result of transactions or
         occurrences permitted or contemplated hereby or any such
         representations or warranties relate solely to a prior date);

                  (b)      the performance by the parties to this Agreement of
         their respective agreements contained herein and in the other Operative
         Agreements to be performed by them on or prior to each such date;

                  (c)      the Agent shall have received a fully executed
         counterpart of the Requisition, appropriately completed;

                  (d)      based upon the applicable Construction Budget which
         shall satisfy the requirements of this Agreement, the Available
         Commitments and the Available Holder Commitment (after deducting the
         Unfunded Amount) will be sufficient to complete the Improvements in the
         reasonable judgment of the Agent;

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


                                       12
<PAGE>

                  (f)      the title insurance policy delivered in connection
         with the requirements of Section 5.3(g) shall provide for (or shall be
         endorsed to provide for) insurance in an amount at least equal to the
         maximum total Property Cost indicated by the Construction Budget
         referred to in subparagraph (d) above and there shall be no title
         change or exception objectionable to the Agent;

                  (g)      the Construction Agent shall have delivered to the
         Agent copies of the Plans and Specifications for the applicable
         Improvements or, respecting Section 11.1(c) of the Lease, the Lessee
         shall have delivered to the Agent documentation describing each
         applicable Modification;

                  (h)      the Construction Agent shall have delivered to the
         Agent invoices for, or other reasonably satisfactory evidence of, any
         Transaction Expenses and other fees, expenses and disbursements
         referenced in Section 7.1(b) that are to be paid with the Advance;

                  (i)      [intentionally omitted];

                  (j)      the Construction Agent or the Lessee, as the case may
         be, shall have delivered, or caused to be delivered to the Agent,
         invoices, Bills of Sale or other documents acceptable to the Agent, in
         each case with regard to any Equipment or other components of such
         Property then being acquired with the proceeds of the Loans and Holder
         Advances and naming the Lessor as purchaser and transferee;

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

                  (l)      since the date of the most recent audited Financial
         Statements (as such term is defined in the Lessee Credit Agreement) of
         the Lessee, there shall not have occurred any event, condition or state
         of facts which shall or could reasonably be expected to have a Material
         Adverse Effect, other than as specifically contemplated by the
         Operative Agreements;

                  (m)      [intentionally omitted]; and

                  (n)      in the opinion of the Agent and its counsel, the
         transactions contemplated by the Operative Agreements do not and will
         not subject the Lessor, the Lenders, the Agent or the Holders to any
         materially adverse regulatory prohibitions, constraints, penalties or
         fines.


                                       13
<PAGE>

         5.5.     ADDITIONAL REPORTING AND DELIVERY REQUIREMENTS ON COMPLETION
                  DATE AND ON CONSTRUCTION PERIOD TERMINATION DATE.

         On or prior to the Completion Date for each Property, the Construction
Agent shall deliver to the Agent an Officer's Certificate in the form attached
hereto as EXHIBIT J or in such other form as is reasonably acceptable to the
Agent specifying (a) the address for such Property, (b) the Completion Date for
such Property, (c) the aggregate Property Cost for such Property, (d) detailed,
itemized documentation supporting the asserted Property Cost figures and (e)
that all representations and warranties of the Construction Agent and Lessee in
each of the Operative Agreements and each certificate delivered pursuant thereto
(including without limitation the Incorporated Representations and Warranties)
are true and correct as of the Completion Date. The Agent shall have the right
to contest the information contained in such Officer's Certificate. Furthermore,
on or prior to the Completion Date for each Property, the Construction Agent
shall deliver or cause to be delivered to the Agent (unless previously delivered
to the Agent) originals of the following, each of which shall be in form and
substance acceptable to the Agent, in its reasonable discretion: (u) a title
insurance endorsement regarding the title insurance policy delivered in
connection with the requirements of Section 5.3(g), but only to the extent such
endorsement is necessary to provide for insurance in an amount at least equal to
the maximum total Property Cost and, if endorsed, the endorsement shall not
include a title change or exception objectionable to the Agent; (v) an as-built
survey for such Property, (w) insurance certificates respecting such Property as
required hereunder and under the Lease Agreement, (x) a memorandum (or short
form) of the Lease and such Lease Supplement (in form suitable for recording),
(y) if requested by the Agent, amendments to the Lessor Financing Statements
executed by the appropriate parties and (z) an Appraisal regarding such Property
provided, however, such an Appraisal shall not be required if, as of such
Completion Date, the Agent has previously received Appraisal(s) pursuant to
Section 5.3(t) for Properties that are then subject to the Lease and that have
an aggregate value (as established by such Appraisal(s)) of at least $7,000,000.
In addition, on the Completion Date for such Property the Construction Agent
covenants and agrees that the recording fees, documentary stamp taxes or similar
amounts required to be paid in connection with the related Mortgage Instrument
shall be paid in an amount required by applicable law, subject, however, to the
obligations of the Lenders and the Holders to fund such costs to the extent
required pursuant to Section 7.1.

         5.6.     THE CONSTRUCTION AGENT DELIVERY OF CONSTRUCTION BUDGET
                  MODIFICATIONS.

         The Construction Agent covenants and agrees to deliver to the Agent
each month notification of any modification to any Construction Budget regarding
any Property if such modification increases the total cost to construct such
Property; provided no Construction Budget may be increased unless (a) the title
insurance policies referenced in Section 5.3(g) are also modified or endorsed,
if necessary, to provide for insurance in an amount that satisfies the
requirements of Section 5.4(f) of this Agreement and (b) after giving effect to
any such amendment, the Construction Budget remains in compliance with the
requirements of Section 5.4(d) of this Agreement.


                                       14
<PAGE>

         5.7.     RESTRICTIONS ON LIENS.

         On each Property Closing Date, the Construction Agent shall cause each
Property acquired by the Lessor on such date to be free and clear of all Liens
except those referenced in Sections 6.3(q)(i) and 6.3(q)(ii). On each date a
Property is either sold to a third party in accordance with the terms of the
Operative Agreements or, pursuant to Section 22.1(a) of the Lease Agreement,
retained by the Lessor, the Lessee shall cause such Property to be free and
clear of all Liens (other than Lessor Liens and such other Liens that are
expressly set forth as title exceptions on the title commitment issued under
Section 5.3(g) with respect to such Property, to the extent such title
commitment has been approved by the Agent).

         5.8      PUNCH LIST ITEMS.

         Lessee shall cause all punch list items respecting each Property to be
completed in a good and workmanlike manner within one hundred twenty (120) days
of the Completion Date for such Property.

         5.9      JOINDER AGREEMENT REQUIREMENTS.

         Each new Subsidiary (which shall exclude Permitted Joint Ventures
constituting Non-Wholly Owned Subsidiaries (other than Palestine Limited
Partnership) for purposes of this Section 5.9) having assets with a gross value
(determined in accordance with GAAP) in excess of $100,000 (or upon obtaining
assets, including but not limited to the proceeds of investment, loans or other
distributions from the Construction Agent, the Lessee or any Subsidiary thereof
in excess of $100,000 in the case of an existing Subsidiary which previously had
assets with a gross value of less than $100,000) shall become a Guarantor and,
subject to the final paragraph of this Section 5.9, shall satisfy the following
conditions within thirty (30) days after being formed or acquired or obtaining
such assets:

                  (a)      such new Subsidiary shall execute and deliver to the
         Agent a Joinder Agreement in the form attached hereto as EXHIBIT M;

                  (b)      such new Subsidiary shall have delivered to the Agent
         (w) an Officer's Certificate of the Lessee in the form attached hereto
         as EXHIBIT D, (x) a certificate of the Secretary or an Assistant
         Secretary of such new Subsidiary in the form attached hereto as EXHIBIT
         E, (y) good standing certificates (or local equivalent) from the
         respective states where such new Subsidiary is incorporated and where
         the principal place of business of such new Subsidiary is located as to
         its good standing in each such state and (z) copies of such lien
         searches as are provided pursuant to the Lessee Credit Agreement;

                  (c)      such new Subsidiary shall have delivered to the Agent
         an opinion of counsel (acceptable to the Agent) in the form attached
         hereto as EXHIBIT I; and

                  (d)      the Agent shall have received such other documents,
         certificates and information as the Agent shall have reasonably
         requested.


                                       15
<PAGE>

         Notwithstanding the foregoing provisions of this Section 5.9, each
Permitted Joint Venture constituting a Non-Wholly Owned Subsidiary shall be
identified by the Lessee to the Agent as such and shall be only required to
provide documentation as described in the foregoing Section 5.9(b).

                   SECTION 6. REPRESENTATIONS AND WARRANTIES.

         6.1.     [INTENTIONALLY OMITTED]

         6.2.     REPRESENTATIONS AND WARRANTIES OF THE BORROWER.

         Effective as of the Initial Closing Date and the date of each Advance,
the Trust Company in its individual capacity and as the Borrower, as indicated,
represents and warrants to each of the other parties hereto as follows,
provided, that the representations in the following paragraphs (h), (j) and (k)
are made solely in its capacity as the Borrower:

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

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


                                       16
<PAGE>

         a party or (iv) does or will require any Governmental Action by any
         Governmental Authority regulating its banking or trust powers;

                  (c)      The Trust Agreement and, assuming the Trust Agreement
         is the legal, valid and binding obligation of the Holders, each other
         Operative Agreement to which the Trust Company or the Owner Trustee, as
         the case may be, is or will be a party have been, or on or before such
         Closing Date will be, duly executed and delivered by the Trust Company
         or the Owner Trustee, as the case may be, and the Trust Agreement and
         each such other Operative Agreement to which the Trust Company or the
         Owner Trustee, as the case may be, is a party constitutes, or upon
         execution and delivery will constitute, a legal, valid and binding
         obligation enforceable against the Trust Company or the Owner Trustee,
         as the case may be, in accordance with the terms thereof;

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

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

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

                  (g)      Except as otherwise contemplated in the Operative
         Agreements, the proceeds of the Loans and Holder Advances shall not be
         applied by the Owner Trustee for any purpose other than (i) the
         purchase and/or lease of the Properties, the acquisition, installation
         and testing of the Equipment, the construction of Improvements and the
         payment of Transaction Expenses and the fees, expenses and other
         disbursements referenced in Sections 7.1(a) and 7.1(b) of this
         Agreement, in each case which accrue prior to the Rent Commencement
         Date with respect to a particular Property and (ii) Modifications in
         accordance with Section 11.1(c) of the Lease;

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


                                       17
<PAGE>

         Section 5 of the Securities Act or require the qualification of any
         Operative Agreement under the Trust Indenture Act of 1939, as amended;

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

                  (j)      The Owner Trustee is not engaged principally in, and
         does not have as one (1) of its important activities, the business of
         extending credit for the purpose of purchasing or carrying any margin
         stock (within the meaning of Regulation U of the Board of Governors of
         the Federal Reserve System of the United States), and no part of the
         proceeds of the Loans or the Holder Advances will be used by it to
         purchase or carry any margin stock or to extend credit to others for
         the purpose of purchasing or carrying any such margin stock or for any
         purpose that violates, or is inconsistent with, the provisions of
         Regulations G, T, U, or X of the Board of Governors of the Federal
         Reserve System of the United States;

                  (k)      The Owner Trustee is not an "investment company" or a
         company controlled by an "investment company" within the meaning of the
         Investment Company Act;

                  (l)      Each Property is free and clear of all Lessor Liens
         attributable to the Owner Trustee in its individual capacity; and

                  (m)      The Owner Trustee, in its trust capacity, is a party
         to no documents, instruments or agreements other than the Operative
         Agreements to which it is a party and any other documents delivered by
         the Owner Trustee in connection with the Operative Agreements.

         6.3.     REPRESENTATIONS AND WARRANTIES OF EACH CREDIT PARTY.

         Effective as of the Initial Closing Date, the date of each Advance, the
date each Subsidiary (as required) delivers a Joinder Agreement and the Rent
Commencement Date, each Credit Party represents and warrants to each of the
other parties hereto that:

                  (a)      The Incorporated Representations and Warranties are
         true and correct (unless such relate solely to an earlier point in
         time) and the Lessee has delivered to the Agent the financial
         statements and other reports referred to in Article IV of the Lessee
         Credit Agreement;

                  (b)      The execution and delivery by each Credit Party of
         this Agreement and the other applicable Operative Agreements as of such
         date and the performance by each Credit Party of its respective
         obligations under this Agreement and the other applicable Operative
         Agreements are within the corporate powers of each Credit Party, have
         been


                                       18
<PAGE>

         duly authorized by all necessary corporate action on the part of each
         Credit Party (including without limitation any necessary shareholder
         action), have been duly executed and delivered, have received all
         necessary governmental approval, and do not (i) violate any Legal
         Requirement which is binding on any Credit Party or any Subsidiary of
         any Credit Party, (ii)contravene or conflict with, or result in a
         breach of, any provision of the Articles of Incorporation, By-Laws or
         other such similar organizational documents of any Credit Party or any
         Subsidiary of any Credit Party or of any agreement, indenture,
         instrument or other document which is binding on any Credit Party or
         any Subsidiary of any Credit Party or (iii) result in, or require, the
         creation or imposition of any Lien (other than pursuant to the terms of
         the Operative Agreements) on any asset of any Credit Party or any of
         Subsidiary of any Credit Party;

                  (c)      This Agreement and the other applicable Operative
         Agreements executed prior to and as of such date by any Credit Party
         constitute the legal, valid and binding obligation of such Credit
         Party, as applicable, enforceable against such Credit Party, as
         applicable, in accordance with their terms, except as enforceability
         may be limited by bankruptcy or general principles of equity. Each
         Credit Party has executed the various Operative Agreements required to
         be executed by such Credit Party as of such date;

                  (d)      Except as described in EXHIBIT K, there are no
         actions, suits or proceedings pending or, to our knowledge, threatened
         against any Credit Party in any court or before any Governmental
         Authority (nor shall any order, judgment or decree have been issued or
         proposed to be issued by any Governmental Authority to set aside,
         restrain, enjoin or prevent the full performance of any Operative
         Agreement or any transaction contemplated thereby) that (i) concern any
         Credit Party or any Property or the Lessee's interest therein, that in
         any such case have or could reasonably be expected to have a Material
         Adverse Effect or (ii) question the validity or enforceability of any
         Operative Agreement or any transaction described in the Operative
         Agreements;

                  (e)      No Governmental Action by any Governmental Authority
         or other authorization, registration, consent, approval, waiver, notice
         or other action by, to or of any other Person pursuant to any Legal
         Requirement, contract, indenture, instrument or agreement or for any
         other reason is required to authorize or is required in connection with
         (i) the execution, delivery or performance of any Operative Agreement,
         (ii) the legality, validity, binding effect or enforceability of any
         Operative Agreement, (iii) the acquisition, ownership, construction,
         completion, occupancy, operation, leasing or subleasing of any Property
         or (iv) any Advance, in each case, except those which have been
         obtained and are in full force and effect or will be obtained prior to
         the time such are required;

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


                                       19
<PAGE>

                  (g)      Except as otherwise contemplated by the Operative
         Agreements, the Construction Agent shall not use the proceeds of any
         Holder Advance or Loan for any purpose other than (i) the purchase
         and/or lease of the Properties, the acquisition, installation and
         testing of the Equipment, the construction of Improvements and the
         payment of Transaction Expenses and the fees, expenses and other
         disbursements referenced in Sections 7.1(a) and 7.1(b) of this
         Agreement, in each case which accrue prior to the Rent Commencement
         Date with respect to a particular Property and (ii) in accordance with
         Section 11.1(c) of the Lease;

                  (h)      All information heretofore or contemporaneously
         herewith furnished by any Credit Party or any Subsidiary of any Credit
         Party to the Agent, the Owner Trustee, any Lender or any Holder for
         purposes of or in connection with this Agreement and the transactions
         contemplated hereby is, and all information hereafter furnished by or
         on behalf of any Credit Party or any Subsidiary of any Credit Party to
         the Agent, the Owner Trustee, any Lender or any Holder pursuant hereto
         or in connection herewith will be, true and accurate in every material
         respect on the date as of which such information is dated or certified,
         and such information, taken as a whole, does not and will not omit to
         state any material fact necessary to make such information, taken as a
         whole, not misleading;

                  (i)      The principal place of business, chief executive
         office and office of the Construction Agent and the Lessee where the
         documents, accounts and records relating to the transactions
         contemplated by this Agreement and each other Operative Agreement are
         kept are located at 105 Westwood Place, Suite 400, Brentwood,
         Williamson County, Tennessee 37027, and for purposes of Uniform
         Commercial Code filings, the location of the Construction Agent and the
         Lessee is the State of Delaware. The states of incorporation/formation
         and the principal place of business of each Guarantor are located in
         the states set forth on EXHIBIT N;

                  (j)      The representations and warranties of each Credit
         Party set forth in any of the Operative Agreements are true and correct
         in all material respects on and as of each such date as if made on and
         as of such date, except to the extent the facts on which any such
         representation or warranty are based may be changed as result of
         transactions or occurrences permitted or contemplated hereby or any
         such representation or warranty relates solely to a prior date. Each
         Credit Party is in all material respects in compliance with its
         obligations under the Operative Agreements and there exists no Default
         or Event of Default under any of the Operative Agreements which is
         continuing and which has not been cured within any cure period
         expressly granted under the terms of the applicable Operative Agreement
         or otherwise waived in accordance with the applicable Operative
         Agreement. No Default or Event of Default will occur under any of the
         Operative Agreements as a result of, or after giving effect to, the
         Advance requested by the Requisition on the date of each Advance;

                  (k)      As of each Property Closing Date, the date of each
         subsequent Advance and the Rent Commencement Date only, each Property
         then being financed consists of (i) unimproved Land or (ii) Land and
         existing Improvements thereon which Improvements are either suitable
         for occupancy at the time of acquisition or ground


                                       20
<PAGE>

         leasing or will be renovated and/or modified in accordance with the
         terms of this Agreement. Each Property then being financed is located
         at the location set forth on the applicable Requisition, each of which
         is in one (1) of the Approved States;

                  (l)      As of each Property Closing Date, the date of each
         subsequent Advance and the Rent Commencement Date only, the Lessor has
         good and marketable fee simple title to each Property, or, if any
         Property is the subject of a Ground Lease, the Lessor will have a valid
         ground leasehold interest enforceable against the ground lessor of such
         Property in accordance with the terms of such Ground Lease, subject
         only to (i) such Liens referenced in Sections 6.3(q)(i) and 6.3(q)(ii)
         on the applicable Property Closing Date and (ii) subject to Section
         5.7, Permitted Liens after the applicable Property Closing Date;

                  (m)      As of each Property Closing Date, the date of each
         subsequent Advance and the Rent Commencement Date only, no portion of
         any Property is located in an area identified as a special flood hazard
         area by the Federal Emergency Management Agency or other applicable
         agency, or if any such Property is located in an area identified as a
         special flood hazard area by the Federal Emergency Management Agency or
         other applicable agency, then flood insurance has been obtained for
         such Property in accordance with Section 14.2(b) of the Lease and in
         accordance with the National Flood Insurance Act of 1968, as amended;

                  (n)      As of each Property Closing Date, the date of each
         subsequent Advance and the Rent Commencement Date only, each Property
         complies with all Insurance Requirements and all standards of Lessee or
         any other Credit Party with respect to similar properties (in similar
         markets) owned or operated by Lessee or any other Credit Party;

                  (o)      As of each Property Closing Date, the date of each
         subsequent Advance and the Rent Commencement Date only, each Property
         complies with all Legal Requirements as of such date (including without
         limitation all zoning and land use laws and Environmental Laws), except
         to the extent that failure to comply therewith, individually or in the
         aggregate, shall not and could not reasonably be expected to have a
         Material Adverse Effect;

                  (p)      As of each Property Closing Date, the date of each
         subsequent Advance and the Rent Commencement Date only, all utility
         services and facilities necessary for the construction and operation of
         the Improvements and the installation and operation of the Equipment
         regarding each Property (including without limitation gas, electrical,
         water and sewage services and facilities) are available directly or
         indirectly at the applicable Land or will be constructed prior to the
         Completion Date for such Property;

                  (q)      (i)      The Security Documents create, as security
         for the Obligations (as such term is defined in the Security
         Agreement), valid and enforceable security interests in, and Liens on,
         all of the Collateral, in favor of the Agent, for the ratable benefit
         of the Lenders and the Holders, as their respective interests appear in
         the Operative Agreements, and such security interests and Liens are
         subject to no other Liens other than


                                       21
<PAGE>

         Liens that are expressly set forth as title exceptions on the title
         commitment issued under Section 5.3(g) with respect to the applicable
         Property, to the extent such title commitment has been approved by the
         Agent. Upon recordation of the Mortgage Instrument in the real estate
         recording office in the applicable Approved State identified by the
         Construction Agent or the Lessee, the Lien created by the Mortgage
         Instrument in the real property described therein shall be a perfected
         first priority mortgage Lien on such real property in favor of the
         Agent, for the ratable benefit of the Lenders and the Holders, as their
         respective interests appear in the Operative Agreements. To the extent
         that the security interests in the portion of the Collateral comprised
         of personal property can be perfected by filing in the filing offices
         in the applicable Approved States or elsewhere identified by the
         Construction Agent or the Lessee, upon filing of the Lender Financing
         Statements in such filing offices, the security interests created by
         the Security Agreement shall be perfected first priority security
         interests in such personal property in favor of the Agent, for the
         ratable benefit of the Lenders and the Holders, as their respective
         interests appear in the Operative Agreements;

                  (ii)     The Lease Agreement creates, as security for the
         obligations of the Lessee under the Lease Agreement, valid and
         enforceable security interests in, and Liens on, each Property leased
         thereunder, in favor of the Lessor, and such security interests and
         Liens are subject to no other Liens other than Liens that are expressly
         set forth as title exceptions on the title commitment issued under
         Section 5.3(g) with respect to the applicable Property, to the extent
         such title commitment has been approved by the Agent. Upon recordation
         of the memorandum of the Lease Agreement and the memorandum of a Ground
         Lease (or, in either case, a short form lease) in the real estate
         recording office in the applicable Approved State identified by the
         Construction Agent or the Lessee, the Lien created by the Lease
         Agreement in the real property described therein shall be a perfected
         first priority mortgage Lien on such real property in favor of the
         Agent, for the ratable benefit of the Lenders and the Holders, as their
         respective interests appear in the Operative Agreements. To the extent
         that the security interests in the portion of any Property comprised of
         personal property can be perfected by the filing in the filing offices
         in the applicable Approved State or elsewhere identified by the
         Construction Agent or the Lessee upon filing of the Lessor Financing
         Statements in such filing offices, a security interest created by the
         Lease Agreement shall be perfected first priority security interests in
         such personal property in favor of the Lessor, which rights pursuant to
         the Lessor Financing Statements are assigned to the Agent, for the
         ratable benefit of the Lenders and the Holders, as their respective
         interests appear in the Operative Agreements;

                  (r)      [intentionally omitted];

                  (s)      The Plans and Specifications for each Property will
         be prepared prior to the commencement of construction in accordance
         with all applicable Legal Requirements (including without limitation
         all applicable Environmental Laws and building, planning, zoning and
         fire codes), except to the extent the failure to comply therewith,
         individually or in the aggregate, shall not have and could not
         reasonably be expected to have a Material Adverse Effect. Upon
         completion of the Improvements for each Property in


                                       22
<PAGE>

         accordance with the applicable Plans and Specifications, such
         Improvements will be within any building restriction lines and will not
         encroach in any manner onto any adjoining land (except as permitted by
         express written easements, which have been approved by the Agent);

                  (t)      As of the Rent Commencement Date only, each Property
         shall be operational;

                  (u)      As of each Property Closing Date, the date of each
         subsequent Advance and the Rent Commencement Date only, acquisition,
         installation and testing of the Equipment (if any) and construction of
         the Improvements (if any) to such date shall have been performed in a
         good and workmanlike manner, substantially in accordance with the
         applicable Plans and Specifications;

                  (v)      As of each Property Closing Date only, each Property
         has been acquired or (to the extent the consent of the Agent is
         required) ground leased pursuant to a Ground Lease at a price that is
         not in excess of fair market value or fair market rental value, as the
         case may be; and

                  (w)      As of the Initial Closing Date, each Subsidiary
         (subject to compliance with Section 5.9 as of the Initial Closing Date)
         shall have executed this Agreement in its capacity as a Guarantor.

                              SECTION 6B. GUARANTY

         6B.1.    GUARANTY OF PAYMENT AND PERFORMANCE.

         Subject to Section 6B.7, each Guarantor hereby, jointly and severally,
unconditionally guarantees to each Financing Party the prompt payment and
performance of the Company Obligations in full when due (whether at stated
maturity, as a mandatory prepayment, by acceleration or otherwise) or when such
is otherwise to be performed; provided, notwithstanding the foregoing, the
obligations of the Guarantors under this Section 6B shall not constitute a
direct guaranty of the indebtedness of the Lessor evidenced by the Notes but
rather a guaranty of the Company Obligations arising under the Operative
Agreements. This Section 6B is a guaranty of payment and performance and not of
collection and is a continuing guaranty and shall apply to all Company
Obligations whenever arising. All rights granted to the Financing Parties under
this Section 6B shall be subject to the provisions of Section 8.2(h) and 8.6.

         6B.2.    OBLIGATIONS UNCONDITIONAL.

         Each Guarantor agrees that the obligations of the Guarantors hereunder
are absolute and unconditional, irrespective of the value, genuineness,
validity, regularity or enforceability of any of the Operative Agreements, or
any other agreement or instrument referred to therein, or any substitution,
release or exchange of any other guarantee of or security for any of the Company
Obligations, and, to the fullest extent permitted by applicable law,
irrespective of any other


                                       23
<PAGE>

circumstance whatsoever which might otherwise constitute a legal or equitable
discharge or defense of a surety, guarantor or co-obligor, it being the intent
of this Section 6B.2 that the obligations of the Guarantors hereunder shall be
absolute and unconditional under any and all circumstances. Each Guarantor
agrees that this Section 6B may be enforced by the Financing Parties without the
necessity at any time of resorting to or exhausting any other security or
collateral and without the necessity at any time of having recourse to the
Notes, the Certificates or any other of the Operative Agreements or any
collateral, if any, hereafter securing the Company Obligations or otherwise and
each Guarantor hereby waives the right to require the Financing Parties to
proceed against the Construction Agent, the Lessee or any other Person
(including without limitation a co-guarantor) or to require the Financing
Parties to pursue any other remedy or enforce any other right. Each Guarantor
further agrees that it hereby waives any and all right of subrogation,
indemnity, reimbursement or contribution against the Lessee and the Construction
Agent or any other Guarantor of the Company Obligations for amounts paid under
this Section 6B until such time as the Loans, Holder Advances, accrued but
unpaid interest, accrued but unpaid Holder Yield and all other amounts owing
under the Operative Agreements have been paid in full. Without limiting the
generality of the waiver provisions of this Section 6B, each Guarantor hereby
waives any rights to require the Financing Parties to proceed against the
Construction Agent, the Lessee or any co-guarantor or to require Lessor to
pursue any other remedy or enforce any other right, including without
limitation, any and all rights under N.C. Gen. Stat. ss.ss. 26-7 through 26-9.
Each Guarantor further agrees that nothing contained herein shall prevent the
Financing Parties from suing on any Operative Agreement or foreclosing any
security interest in or Lien on any collateral, if any, securing the Company
Obligations or from exercising any other rights available to it under any
Operative Agreement, or any other instrument of security, if any, and the
exercise of any of the aforesaid rights and the completion of any foreclosure
proceedings shall not constitute a discharge of any Guarantor's obligations
hereunder; it being the purpose and intent of each Guarantor that its
obligations hereunder shall be absolute, independent and unconditional under any
and all circumstances; provided that any amounts due under this Section 6B which
are paid to or for the benefit of any Financing Party shall reduce the Company
Obligations by a corresponding amount (unless required to be rescinded at a
later date). Neither any Guarantor's obligations under this Section 6B nor any
remedy for the enforcement thereof shall be impaired, modified, changed or
released in any manner whatsoever by an impairment, modification, change,
release or limitation of the liability of the Construction Agent or the Lessee
or by reason of the bankruptcy or insolvency of the Construction Agent or the
Lessee. Each Guarantor waives any and all notice of the creation, renewal,
extension or accrual of any of the Company Obligations and notice of or proof of
reliance by any Financing Party upon this Section 6B or acceptance of this
Section 6B. The Company Obligations shall conclusively be deemed to have been
created, contracted or incurred, or renewed, extended, amended or waived, in
reliance upon this Section 6B. All dealings between the Construction Agent, the
Lessee and any of the Guarantors, on the one hand, and the Financing Parties, on
the other hand, likewise shall be conclusively presumed to have been had or
consummated in reliance upon this Section 6B.

         6B.3.    MODIFICATIONS.

         Each Guarantor agrees that (a) all or any part of the security now or
hereafter held for the Company Obligations, if any, may be exchanged,
compromised or surrendered from time to time; (b) no Financing Party shall have
any obligation to protect, perfect, secure or insure any such


                                       24
<PAGE>

security interests, liens or encumbrances now or hereafter held, if any, for the
Company Obligations or the properties subject thereto; (c) the time or place of
payment of the Company Obligations may be changed or extended, in whole or in
part, to a time certain or otherwise, and may be renewed or accelerated, in
whole or in part; (d) the Construction Agent, the Lessee and any other party
liable for payment under the Operative Agreements may be granted indulgences
generally; (e) any of the provisions of the Notes, the Certificates or any of
the other Operative Agreements may be modified, amended or waived; (f) any party
(including any co-guarantor) liable for the payment thereof may be granted
indulgences or be released; and (g) any deposit balance for the credit of the
Construction Agent, the Lessee or any other party liable for the payment of the
Company Obligations or liable upon any security therefor may be released, in
whole or in part, at, before or after the stated, extended or accelerated
maturity of the Company Obligations, all without notice to or further assent by
such Guarantor, which shall remain bound thereon, notwithstanding any such
exchange, compromise, surrender, extension, renewal, acceleration, modification,
indulgence or release.

         6B.4.    WAIVER OF RIGHTS.

         Each Guarantor expressly waives to the fullest extent permitted by
applicable law: (a) notice of acceptance of this Section 6B by any Financing
Party and of all extensions of credit or other Advances to the Construction
Agent and the Lessee by the Lenders pursuant to the terms of the Operative
Agreements; (b) presentment and demand for payment or performance of any of the
Company Obligations; (c) protest and notice of dishonor or of default with
respect to the Company Obligations or with respect to any security therefor; (d)
notice of any Financing Party obtaining, amending, substituting for, releasing,
waiving or modifying any security interest, lien or encumbrance, if any,
hereafter securing the Company Obligations, or any Financing Party's
subordinating, compromising, discharging or releasing such security interests,
liens or encumbrances, if any; and (e) all other notices to which such Guarantor
might otherwise be entitled (including without limitation notice of any
intention to accelerate and/or notice of acceleration). Notwithstanding anything
to the contrary herein, (i) each Guarantor's payments hereunder shall be due
five (5) Business Days after written demand by the Agent for such payment
(unless the Company Obligations are automatically accelerated pursuant to the
applicable provisions of the Operative Agreements in which case the Guarantors'
payments shall be automatically due) and (ii) any modification of the Operative
Agreements which has the effect of increasing the Company Obligations shall not
be enforceable against a Guarantor unless such Guarantor executes the document
evidencing such modification or otherwise reaffirms its guaranty in writing in
connection with such modification.

         6B.5.    REINSTATEMENT.

         The obligations of the Guarantors under this Section 6B shall be
automatically reinstated if and to the extent that for any reason any payment by
or on behalf of any Person in respect of the Company Obligations is rescinded or
must be otherwise restored by any holder of any of the Company Obligations,
whether as a result of any proceedings in bankruptcy or reorganization or
otherwise, and each Guarantor agrees that it will indemnify each Financing Party
on demand for all reasonable costs and expenses (including, without limitation,
reasonable fees of counsel) incurred by any Financing Party in connection with
such rescission or restoration, including without limitation any such costs and
expenses incurred in defending against any claim alleging that such


                                       25
<PAGE>

payment constituted a preference, fraudulent transfer or similar payment under
any bankruptcy, insolvency or similar law.

         6B.6.    REMEDIES.

         The Guarantors agree that, as between the Guarantors, on the one hand,
and each Financing Party, on the other hand, the Company Obligations may be
declared to be forthwith due and payable as provided in the applicable
provisions of the Operative Agreements (and shall be deemed to have become
automatically due and payable in the circumstances provided therein)
notwithstanding any stay, injunction or other prohibition preventing such
declaration (or preventing such Company Obligations from becoming automatically
due and payable) as against any other Person and that, in the event of such
declaration (or such Company Obligations being deemed to have become
automatically due and payable), such Company Obligations (whether or not due and
payable by any other Person) shall forthwith become due and payable by the
Guarantors in accordance with the applicable provisions of the Operative
Agreements.

         6B.7.    LIMITATION OF GUARANTY.

         Notwithstanding any provision to the contrary contained herein or in
any of the other Operative Agreements, to the extent the obligations of any
Guarantor shall be adjudicated to be invalid or unenforceable for any reason
(including without limitation because of any applicable state or federal law
relating to fraudulent conveyances or transfers) then the obligations of such
Guarantor hereunder shall be limited to the maximum amount that is permissible
under applicable law (whether federal or state and including without limitation
the Bankruptcy Code).

         Subject to Section 6B.5, upon the satisfaction of the Company
Obligations in full, regardless of the source of payment, the Guarantors'
obligations hereunder shall be deemed satisfied, discharged and terminated other
than indemnifications set forth herein that expressly survive.

         6B.8.    PAYMENT OF AMOUNTS TO THE AGENT.

         Each Financing Party hereby instructs each Guarantor, and each
Guarantor hereby acknowledges and agrees, that until such time as the Loans and
the Holder Advances are paid in full and the Liens evidenced by the Security
Agreement and the Mortgage Instruments have been released any and all Rent
(excluding Excepted Payments which shall be payable to each Holder or other
Person as appropriate) and any and all other amounts of any kind or type under
any of the Operative Agreements due and owing or payable to any Person shall
instead be paid directly to the Agent (excluding Excepted Payments which shall
be payable to each Holder or other Person as appropriate) or as the Agent may
direct from time to time for allocation and distribution in accordance with the
procedures set forth in Section 8.7 hereof.

         6B.9.    RELEASE OF GUARANTORS.

         Each Financing Party hereby agrees that (a) the Agent shall be
permitted to release any Guarantor from its guaranty obligations under this
Section 6B without the consent of any other Financing Party if the release is
granted in connection with a disposition by the applicable Credit


                                       26
<PAGE>

Party of all the shares of stock or partnership or other equity interest in such
Guarantor and such disposition is permitted pursuant to the applicable
provisions of the Operative Agreements and the Lessee Credit Agreement and (b)
the Agent shall be permitted to release any Guarantor from its guaranty
obligations under this Section 6B.9 without the consent of any other Financing
Party if the release is requested by the Construction Agent or the Lessee in
connection with a dissolution of the Guarantor, subject to the Construction
Agent or the Lessee providing to the Agent written representations to the effect
that such Guarantor has assets with a gross value in the aggregate of less than
$100,000, engages in no business operations and otherwise has no activities
other than activities related to the maintenance of its corporate existence and
good standing.

                     SECTION 7. PAYMENT OF CERTAIN EXPENSES.

         7.1.     TRANSACTION EXPENSES.

                  (a)      The Lessor agrees on the Initial Closing Date, to
         pay, or cause to be paid, all Transaction Expenses arising from the
         Initial Closing Date, including without limitation all reasonable fees,
         expenses and disbursements of the various legal counsels for the Lessor
         and the Agent in connection with the transactions contemplated by the
         Operative Agreements and incurred in connection with such Initial
         Closing Date, the initial fees and expenses of the Owner Trustee due
         and payable on such Initial Closing Date, all fees, taxes and expenses
         for the recording, registration and filing of documents and all other
         reasonable fees, expenses and disbursements incurred in connection with
         such Initial Closing Date; provided, however, the Lessor shall pay such
         amounts described in this Section 7.1(a) only if (i) such amounts are
         properly described in a Requisition delivered on or before the Initial
         Closing Date, and (ii) funds are made available by the Lenders and the
         Holders in connection with such Requisition in an amount sufficient to
         allow such payment. On the Initial Closing Date after delivery and
         receipt of the Requisition referenced in Section 4.2(a) hereof and
         satisfaction of the other conditions precedent for such date, the
         Holders shall make Holder Advances and the Lenders shall make Loans to
         the Lessor to pay for the Transaction Expenses, fees, expenses and
         other disbursements referenced in this Section 7.1(a). The Lessee
         agrees to timely pay all amounts referred to in this Section 7.1(a) to
         the extent not paid by the Lessor.

                  (b)      Assuming no Default or Event of Default shall have
         occurred and be continuing and only for the period prior to the Rent
         Commencement Date, the Lessor agrees on each Property Closing Date, on
         the date of any Construction Advance and on the Completion Date to pay,
         or cause to be paid, all Transaction Expenses including without
         limitation all reasonable fees, expenses and disbursements of the
         various legal counsels for the Lessor and the Agent in connection with
         the transactions contemplated by the Operative Agreements and billed in
         connection with such Advance or such Completion Date, all amounts
         described in Section 7.1(a) of this Agreement which have not been
         previously paid, the annual fees and reasonable out-of-pocket expenses
         of the Owner Trustee, all fees, expenses and disbursements incurred
         with respect to the various items referenced in Sections 5.3, 5.4
         and/or 5.5 (including without limitation any


                                       27
<PAGE>

         premiums for title insurance policies and charges for any updates to
         such policies) and all other reasonable fees, expenses and
         disbursements in connection with such Advance or such Completion Date
         including without limitation all expenses relating to and all fees,
         taxes and expenses for the recording, registration and filing of
         documents and during the Commitment Period, all fees, expenses and
         costs referenced in Sections 7.3(a), 7.3(b), 7.3(d) and 7.4; provided,
         however, the Lessor shall pay such amounts described in this Section
         7.1(b) only if (i) such amounts are properly described in a Requisition
         delivered on the applicable date and (ii) funds are made available by
         the Lenders and the Holders in connection with such Requisition in an
         amount sufficient to allow such payment. On each Property Closing Date,
         on the date of any Construction Advance or any Completion Date, after
         delivery of the applicable Requisition and satisfaction of the other
         conditions precedent for such date, the Holders shall make a Holder
         Advance and the Lenders shall make Loans to the Lessor to pay for the
         Transaction Expenses, fees, expenses and other disbursements referenced
         in this Section 7.1(b). The Lessee agrees to timely pay all amounts
         referred to in this Section 7.1(b) to the extent not paid by the
         Lessor.

         7.2.     [INTENTIONALLY OMITTED]

         7.3.     CERTAIN FEES AND EXPENSES.

         The Lessee agrees to pay or cause to be paid (a) the initial and annual
Owner Trustee's fee and all reasonable expenses of the Owner Trustee and any
co-trustees (including without limitation reasonable counsel fees and expenses)
or any successor owner trustee and/or co-trustee, for acting as the owner
trustee under the Trust Agreement, (b) all reasonable costs and expenses
incurred by the Credit Parties, the Agent, the Lenders, the Holders or the
Lessor in entering into any Lease Supplement and any future amendments,
modifications, supplements, restatements and/or replacements with respect to any
of the Operative Agreements, whether or not such Lease Supplement, amendments,
modifications, supplements, restatements and/or replacements are ultimately
entered into, or giving or withholding of waivers of consents hereto or thereto,
which have been requested by the Credit Parties, the Agent, the Lenders, the
Holders or the Lessor, (c) all reasonable costs and expenses incurred by the
Credit Parties, the Agent, the Lenders, the Holders or the Lessor in connection
with any exercise of remedies under any Operative Agreement or any purchase of
any Property by any Credit Party or any third party and (d) all reasonable costs
and expenses incurred by the Credit Parties, the Agent, the Lenders, the Holders
or the Lessor in connection with any transfer or conveyance of any Property,
whether or not such transfer or conveyance is ultimately accomplished.

         7.4.     COMMITMENT FEE.

         During the Commitment Period, the Lessee agrees to pay or to cause to
be paid to the Agent for the account of (a) the Lenders, respectively, a
commitment fee (the "Lender Commitment Fee") equal to the product of the average
daily Available Commitment multiplied by a rate equal to the Applicable
Percentage for the Lender Commitment Fee and (b) the Holders, respectively, a
commitment fee (the "Holder Commitment Fee") equal to the product of the average
daily Available Holder Commitments multiplied by a rate equal to the Applicable
Percentage for the Holder Commitment Fee. Such Commitment Fees shall be
calculated on the


                                       28
<PAGE>

basis of a year of three hundred sixty (360) days for the actual days elapsed
and shall be payable quarterly in arrears on each Commitment Fee Payment Date.
If all or a portion of any such Commitment Fee shall not be paid when due, such
overdue amount shall bear interest, payable by the Lessee on demand, at a rate
per annum equal to the ABR plus two percent (2%) from the date of such
non-payment until such amount is paid in full (as well as before judgment).

         7.5.     ADMINISTRATIVE FEE.

         From the Initial Closing Date until the Expiration Date, the Lessee
agrees to pay or to cause to be paid to the Agent for the account of the Agent
an administrative agency fee (the "Administrative Fee") pursuant to the terms of
that certain letter agreement dated on or about November 9, 2001 from a
representative on behalf of First Union National Bank to (and acknowledged and
agreed to by) a representative on behalf of the Lessee.

                   SECTION 8. OTHER COVENANTS AND AGREEMENTS.

         8.1.     COOPERATION WITH THE CONSTRUCTION AGENT OR THE LESSEE.

         The Holders, the Lenders, the Lessor (at the direction of the Majority
Secured Parties) and the Agent shall, at the expense of and to the extent
reasonably requested by the Construction Agent or the Lessee (but without
assuming additional liabilities on account thereof and only to the extent such
is acceptable to the Holders, the Lenders, the Lessor (at the direction of the
Majority Secured Parties) and the Agent in their reasonable discretion),
cooperate with the Construction Agent or the Lessee in connection with the
Construction Agent or the Lessee satisfying its covenant obligations contained
in the Operative Agreements including without limitation at any time and from
time to time, promptly and duly executing and delivering any and all such
further instruments, documents and financing statements (and continuation
statements related thereto).

         8.2.     COVENANTS OF THE OWNER TRUSTEE AND THE HOLDERS.

         Each of the Owner Trustee and the Holders hereby agrees that so long as
this Agreement is in effect:

                  (a)      Neither the Owner Trustee (in its trust capacity or
         in its individual capacity) nor any Holder will create or permit to
         exist at any time, and each of them will, at its own cost and expense,
         promptly take such action as may be necessary duly to discharge, or to
         cause to be discharged, all Lessor Liens on the Properties attributable
         to it; provided, however, that the Owner Trustee and the Holders shall
         not be required to so discharge any such Lessor Lien while the same is
         being contested in good faith by appropriate proceedings diligently
         prosecuted so long as such proceedings shall not materially and
         adversely affect the rights of the Lessee under the Lease and the other
         Operative Agreements or involve any material danger of impairment of
         the Liens of the Security Documents or of the sale, forfeiture or loss
         of, and shall not interfere with the use or disposition of, any
         Property or title thereto or any interest therein or the payment of
         Rent;


                                       29
<PAGE>

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

                  (c)      The Owner Trustee or any successor may resign or be
         removed by the Holders as the Owner Trustee, a successor Owner Trustee
         may be appointed and a corporation may become the Owner Trustee under
         the Trust Agreement, only in accordance with the provisions of Article
         IX of the Trust Agreement and, with respect to such appointment, with
         the consent of the Lessee, which consent shall not be unreasonably
         withheld or delayed;

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

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

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

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


                                       30
<PAGE>

                  (h)      The Owner Trustee shall take or refrain from taking
         such actions and grant or refrain from granting such approvals with
         respect to the Operative Agreements and/or relating to any Property in
         each case as directed in writing by the Agent (until such time as the
         Loans are paid in full, and then by the Majority Holders) or, in
         connection with Sections 8.5 and 9.2 hereof, the Lessee; provided,
         however, that notwithstanding the foregoing provisions of this
         subparagraph (h) the Owner Trustee, the Agent, the Lenders and the
         Holders each acknowledge, covenant and agree that neither the Owner
         Trustee nor the Agent shall act or refrain from acting, regarding each
         Unanimous Vote Matter until such party has received the approval of
         each Lender and each Holder; and

                  (i)      The Owner Trustee authorizes the Agent to file
         fixture filings and/or financing statements with respect to any
         collateral under or pursuant to any Operative Agreement without the
         signature of the Owner Trustee in such form and in such filing offices
         as the Agent reasonably determines appropriate to perfect the security
         interests of the Agent under the applicable Operative Agreement.

         8.3.     CREDIT PARTY COVENANTS, CONSENT AND ACKNOWLEDGMENT.

                  (a)      Each Credit Party acknowledges and agrees that the
         Owner Trustee, pursuant to the terms and conditions of the Security
         Agreement and the Mortgage Instruments, shall create Liens in favor of
         the Agent respecting the various personal property, fixtures and real
         property described therein to secure the Owner Trustee's obligations
         under this Agreement and under the other Operative Agreements. Each
         Credit Party hereby irrevocably consents to the creation, perfection
         and maintenance of such Liens. Each Credit Party shall, to the extent
         reasonably requested by any of the other parties hereto, cooperate with
         the other parties in connection with their covenants herein or in the
         other Operative Agreements and shall from time to time duly execute and
         deliver any and all such future instruments, documents and financing
         statements (and continuation statements related thereto) as any other
         party hereto may reasonably request.

                  (b)      The Lessor hereby instructs each Credit Party, and
         each Credit Party hereby acknowledges and agrees, that until such time
         as the Loans and the Holder Advances are paid in full and the Liens
         evidenced by the Security Agreement and the Mortgage Instruments have
         been released (i) any and all Rent (excluding Excepted Payments which
         shall be payable to each Holder or other Person as appropriate) and any
         and all other amounts of any kind or type under any of the Operative
         Agreements due and owing or payable to any Person shall instead be paid
         directly to the Agent (excluding Excepted Payments which shall be
         payable to each Holder or other Person as appropriate) or as the Agent
         may direct from time to time for allocation and distribution in
         accordance with the procedures set forth in Section 8.7 hereof, (ii)
         all rights of the Lessor under the Lease shall be exercised by the
         Agent and (iii) each Credit Party shall cause all notices,
         certificates, financial statements, communications and other
         information which are


                                       31
<PAGE>

         delivered, or are required to be delivered, to the Lessor, to also to
         be delivered at the same time to the Agent.

                  (c)      No Credit Party shall consent to or permit any
         amendment, supplement or other modification of the terms or provisions
         of any Operative Agreement except in accordance with Section 12.5 of
         this Agreement.

                  (d)      The Lessee hereby covenants and agrees to cause an
         Appraisal or reappraisal (in form and substance satisfactory to the
         Agent and from an appraiser selected by the Agent) to be issued
         respecting any Property as requested by the Agent (i) at each and every
         time as such shall be required to satisfy any regulatory requirements
         imposed on the Agent, the Lessor, the Trust Company, any Lender and/or
         any Holder and (ii) after the occurrence of an Event of Default.

                  (e)      Each Credit Party hereby covenants and agrees that,
         except for amounts payable as Basic Rent, any and all payment
         obligations owing from time to time under the Operative Agreements by
         any Person to the Agent, any Lender, any Holder or any other Person
         shall (without further action) be deemed to be Supplemental Rent
         obligations payable by the Lessee and guaranteed by the other Credit
         Parties. Without limitation, such obligations of the Lessee shall
         include without limitation arrangement fees, administrative fees,
         commitment fees, breakage costs, indemnities, trustee fees and
         transaction expenses incurred by the parties hereto in connection with
         the transactions contemplated by the Operative Agreements.

                  (f)      At any time the Lessor or the Agent is entitled under
         the Operative Agreements to possession of a Property or any component
         thereof, each of the Construction Agent and the Lessee hereby covenants
         and agrees, at its own cost and expense, to assemble and make the same
         available to the Agent (on behalf of the Lessor).

                  (g)      The Lessee hereby covenants and agrees that Equipment
         respecting any individual Property (exclusive of fixtures which are
         integral and necessary for the structure and/or mechanical operation of
         such Property) shall at no time constitute in excess of fifteen percent
         (15%) of the aggregate Advances respecting such Property funded at such
         time under the Operative Agreements.

                  (h)      The Lessee hereby covenants and agrees that (i) as of
         Completion (A) the Property Cost for each individual parcel of the
         Property shall be no less than $750,000 and (B) each parcel of the
         Property shall be a Permitted Facility and (ii) the aggregate Property
         Cost for all Properties at any time shall not exceed $50,000,000.

                  (i)      The Lessee hereby covenants and agrees that it shall
         give prompt notice to the Agent if the Lessee's principal place of
         business or chief executive office, or the office where the records
         concerning the accounts or contract rights relating to any Property are
         kept, shall cease to be located at 105 Westwood Place, Suite 400,
         Brentwood, Williamson County, Tennessee or if it shall change its name
         or if its location


                                       32
<PAGE>

         for purposes of Uniform Commercial Code filings shall cease to be in
         the State of Delaware.

                  (j)      The Lessee hereby covenants and agrees that the
         aggregate Property Cost of Properties purchased for any reason by the
         Lessee pursuant to the Purchase Option of Lessee and/or sold for any
         reason to any Person pursuant to the Sale Option of Lessee prior to the
         Expiration Date shall not exceed the lesser of (i) thirty-three percent
         (33%) of the aggregate Property Cost (up to and including the date any
         such Election Date is specified by Lessee) for all Properties then
         subject to the Lease and all other properties which were previously
         Properties subject to the Lease and (ii) Twelve Million Dollars
         ($12,000,000). To the extent any such purchase pursuant to the Purchase
         Option and/or sale pursuant to the Sale Option shall occur prior to the
         Construction Period Termination Date, then the aggregate amount paid to
         the Agent (for the benefit of the Financing Parties with respect to any
         such Purchase Option and/or Sale Option) shall remain available for
         future Advances until the Construction Period Termination Date;
         provided in no event shall any Lender be obligated to lend more than
         its Lender Commitment and in no event shall any Holder be obligated to
         advance more than its Holder Commitment.

                  (k)      The Lessee shall furnish to the Agent at such times
         as required under the Lessee Credit Agreement the financial statements
         and other information required to be delivered pursuant to Section 5.1
         and Section 5.2 of the Lessee Credit Agreement.

                  (l)      The Lessee hereby covenants and agrees that the
         rights of the Lessee under this Agreement and the Lease shall not
         impair or in any way diminish the obligations of the Construction Agent
         and/or the rights of the Lessor under the Agency Agreement.

                  (m)      [INTENTIONALLY OMITTED].

                  (n)      Each Credit Party shall promptly notify the Agent, or
         cause the Agent to be promptly notified, upon such Credit Party gaining
         knowledge of the occurrence of any Default or Event of Default which is
         continuing at such time. In any event, such notice shall be provided to
         the Agent within ten (10) days of when such Credit Party gains such
         knowledge.

                  (o)      Until all of the obligations under the Operative
         Agreements have been finally and indefeasibly paid and satisfied in
         full and the Commitments and the Holder Commitments terminated unless
         consent has been obtained from the Majority Secured Parties, each
         Credit Party will:

                           (i)      except as permitted by the express
                  provisions of the Lessee Credit Agreement, preserve and
                  maintain its separate legal existence and all rights,
                  franchises, licenses and privileges necessary to the conduct
                  of its business, and qualify and remain qualified as a foreign
                  corporation (or partnership, limited liability company or
                  other such similar entity, as the case may be) and authorized


                                       33
<PAGE>

                  to do business in each jurisdiction in which the failure to do
                  so qualify would have a Material Adverse Effect;

                           (ii)     pay and perform all obligations of the
                  Credit Parties under the Operative Agreements and pay and
                  perform (A) all taxes, assessments and other governmental
                  charges that may be levied or assessed upon it or any of its
                  property, and (B) all other indebtedness, obligations and
                  liabilities in accordance with customary trade practices,
                  which if not paid would have a Material Adverse Effect;
                  provided that any Credit Party may in each case contest any
                  item described in this Section 8.3(n)(ii) in good faith so
                  long as adequate reserves are maintained with respect thereto
                  in accordance with GAAP;

                           (iii)    to the extent failure to do so would have a
                  Material Adverse Effect, (A) observe and remain in compliance
                  with all applicable Laws and maintain in full force and effect
                  all Governmental Actions, in each case applicable to the
                  conduct of its business; (B) keep in full force and effect all
                  licenses, certifications or accreditations necessary for any
                  Facility to carry on its business; and (C) not permit the
                  termination of any insurance reimbursement program available
                  to any Facility; and

                           (iv)     provided that the Agent, the Lenders and the
                  Holders use reasonable efforts to minimize disruption to the
                  business of Credit Parties, permit representatives of the
                  Agent or any Lender or Holder, from time to time, to visit and
                  inspect its properties; inspect, audit and make extracts from
                  its books, records and files, including without limitation
                  management letters prepared by independent accountants; and
                  discuss with its principal officers, and its independent
                  accountants, its business, assets, liabilities, financial
                  condition, results of operations and business prospects.

                  (p)      [Intentionally Reserved].

                  (q)      Lessee shall perform any and all obligations of
         Lessor under, and cause Lessee to otherwise remain in full compliance
         with, the terms and provisions of each Ground Lease, if any.

                  (r)      Each Credit Party hereby covenants and agrees to
         cause each of its new Subsidiaries formed or acquired after the Initial
         Closing Date to comply with the terms of Section 5.9 of this Agreement
         (to the extent any such Subsidiary is subject to Section 5.9), all
         within thirty (30) days of the formation or acquisition of each such
         new Subsidiary.

                  (s)      Concurrently with the delivery of the financial
         statements required pursuant to Section 28.1 of the Lease, the Lessee
         shall deliver a Compliance Certificate with respect to the period
         covered by the financial statements then being delivered, together with
         an Interest Rate Calculation Worksheet (in the form attached to


                                       34
<PAGE>

         the Compliance Certificate) and a Covenant Compliance Worksheet (in the
         form attached to the Compliance Certificate) reflecting the computation
         of the financial covenants incorporated pursuant to Section 28.1 of the
         Lease as of the last day of the period covered by such financial
         statements.

                  (t)      The Lessee authorizes the Agent to file fixture
         filings and/or financing statements with respect to any collateral
         under or pursuant to any Operative Agreement without the signature of
         the Lessee in such form and in such filing offices as the Agent
         reasonably determines appropriate to perfect the security interests of
         the Agent under the applicable Operative Agreements.

         8.4.     SHARING OF CERTAIN PAYMENTS.

         Except for Excepted Payments, the parties hereto acknowledge and agree
that all payments due and owing by any Credit Party to the Lessor under the
Lease or any of the other Operative Agreements shall be made by such Credit
Party directly to the Agent as more particularly provided in Section 8.3 hereof.
The Lessor, the Holders, the Agent, the Lenders and the Credit Parties
acknowledge the terms of Section 8.7 of this Agreement regarding the allocation
of payments and other amounts made or received from time to time under the
Operative Agreements and agree, that all such payments and amounts are to be
allocated as provided in Section 8.7 of this Agreement.

         8.5.     GRANT OF EASEMENTS, ETC.

         The Agent, the Lenders and the Holders hereby agree that, so long as no
Event of Default shall have occurred and be continuing, the Owner Trustee shall,
from time to time at the request of the Lessee (and with the prior consent of
the Agent), in connection with the transactions contemplated by the Agency
Agreement, the Lease or the other Operative Agreements, (i) grant easements and
other rights in the nature of easements with respect to any Property, (ii)
release existing easements or other rights in the nature of easements which are
for the benefit of any Property, (iii) execute and deliver to any Person any
instrument appropriate to confirm or effect such grants or releases, and (iv)
execute and deliver to any Person such other documents or materials in
connection with the acquisition, development, construction, testing or operation
of any Property, including without limitation reciprocal easement agreements,
construction contracts, operating agreements, development agreements, plats,
replats or subdivision documents; provided, that each of the agreements referred
to in this Section 8.5 shall be of the type normally executed by the Lessee in
the ordinary course of the Lessee's business and shall be on commercially
reasonable terms so as not to diminish the value of any Property in any material
respect.

         8.6.     APPOINTMENT BY THE AGENT, THE LENDERS, THE HOLDERS AND THE
                  OWNER TRUSTEE.

         The Holders hereby appoint the Agent to act as collateral agent for the
Holders in connection with the Lien granted by the Security Documents to secure
the Holder Amount. The Lenders and the Holders acknowledge and agree and direct
that the rights and remedies of the beneficiaries of the Lien of the Security
Documents shall be exercised by the Agent on behalf of


                                       35
<PAGE>

the Lenders and the Holders as directed from time to time by the Majority
Secured Parties or, pursuant to Sections 8.2(h) and 12.5, all of the Lenders and
the Holders, as the case may be; provided, in all cases, the Agent shall
allocate payments and other amounts received in accordance with Section 8.7 of
this Agreement. The Agent is further appointed to provide notices under the
Operative Agreements on behalf of the Owner Trustee (as determined by the Agent,
in its reasonable discretion), to receive notices under the Operative Agreements
on behalf of the Owner Trustee and (subject to Sections 8.5 and 9.2) to take
such other action under the Operative Agreements on behalf of the Owner Trustee
as the Agent shall determine in its reasonable discretion from time to time. The
Agent hereby accepts such appointments. For purposes hereof, the provisions of
Section 7 of the Credit Agreement, together with such other terms and provisions
of the Credit Agreement and the other Operative Agreements as required for the
full interpretation and operation of Section 7 of the Credit Agreement are
hereby incorporated by reference as if restated herein for the mutual benefit of
the Agent and each Holder as if each Holder were a Lender thereunder.
Outstanding Holder Advances and outstanding Loans shall each be taken into
account for purposes of determining Majority Secured Parties. Further, the Agent
shall be entitled to take such action on behalf of the Owner Trustee as is
delegated to the Agent under any Operative Agreement (whether express or
implied) as may be reasonably incidental thereto. The parties hereto hereby
agree to the provisions contained in this Section 8.6. Any appointment of a
successor agent under Section 7.9 of the Credit Agreement shall also be
effective as an appointment of a successor agent for purposes of this Section
8.6.

         8.7.     COLLECTION AND ALLOCATION OF PAYMENTS AND OTHER AMOUNTS.

                  (a)      Each Credit Party has agreed pursuant to the terms of
         this Agreement to pay to (i) the Agent any and all Rent (excluding
         Excepted Payments) and any and all other amounts of any kind or type
         under any of the Operative Agreements due and owing or payable to any
         Person and (ii) each Person as appropriate the Excepted Payments.
         Promptly after receipt, the Agent shall apply and allocate, in
         accordance with the terms of this Section 8.7, such amounts received
         from any Credit Party and all other payments, receipts and other
         consideration of any kind whatsoever received by the Agent pursuant to
         the Security Agreement or otherwise received by the Agent, the Holders
         or any of the Lenders in connection with the Collateral, the Security
         Documents or any of the other Operative Agreements. Ratable
         distributions among the Lenders and the Holders under this Section 8.7
         shall be made based on (in the case of the Lenders) the ratio of the
         outstanding Loans to the aggregate Property Cost and (in the case of
         the Holders) the ratio of the outstanding Holder Advances to the
         aggregate Property Cost. Ratable distributions among the Tranche A
         Lenders under this Section 8.7 shall be made based on the ratio of the
         individual Tranche A Lender's Commitment for Tranche A Loans to the
         aggregate of all the Tranche A Lenders' Commitments for Tranche A
         Loans. Ratable distributions among the Tranche B Lenders under this
         Section 8.7 shall be made based on the ratio of the individual Tranche
         B Lender's Commitment for Tranche B Loans to the aggregate of all the
         Tranche B Lenders' Commitments for Tranche B Loans. Ratable
         distributions among the Lenders (in situations where the Tranche A
         Lenders are not differentiated from the Tranche B Lenders) shall be
         made based on the ratio of the individual Lender's Commitment to the
         aggregate of all the Lenders' Commitments.


                                       36
<PAGE>

         Ratable distributions among the Holders under this Section 8.7 shall be
         based on the ratio of the individual Holder's Holder Commitment to the
         aggregate of all the Holders' Holder Commitments.

                  (b)      Payments and other amounts received by the Agent from
         time to time in accordance with the terms of subparagraph (a) shall be
         applied and allocated as follows:

                           (i)      Any such payment or amount identified as or
                  deemed to be Basic Rent shall be applied and allocated by the
                  Agent first, ratably to the Lenders and the Holders for
                  application and allocation to the payment of interest on the
                  Loans and thereafter the principal of the Loans which is due
                  and payable on such date and to the payment of accrued Holder
                  Yield with respect to the Holder Advances and thereafter the
                  portion of the Holder Advances which is due on such date; and
                  second, if no Default or Event of Default is in effect, any
                  excess shall be paid to such Person or Persons as the Lessee
                  may designate; provided, that if a Default or Event of Default
                  is in effect, such excess (if any) shall instead be held by
                  the Agent until the earlier of (I) the first date thereafter
                  on which no Default or Event of Default shall be in effect (in
                  which case such payments or returns shall then be made to such
                  other Person or Persons as the Lessee may designate) and (II)
                  the Maturity Date or the Expiration Date, as the case may be
                  (or, if earlier, the date of any Acceleration), in which case
                  such amounts shall be applied and allocated in the manner
                  contemplated by Section 8.7(b)(iv).

                           (ii)     If on any date the Agent or the Lessor shall
                  receive an amount (if any) in respect of (A) any Casualty or
                  Condemnation pursuant to Sections 15.1(a) or 15.1(g) of the
                  Lease (excluding any payments in respect thereof which are
                  payable to the Lessee in accordance with the Lease), or (B)
                  the Termination Value in connection with the delivery of a
                  Termination Notice pursuant to Article XVI of the Lease, or
                  (C) the Termination Value in connection with the exercise of
                  the Purchase Option under Section 20.1 of the Lease or the
                  exercise of the option of the Lessor to transfer the
                  Properties to the Lessee pursuant to Section 20.3 of the
                  Lease, or (D) any payment required to be made or elected to be
                  made by the Construction Agent to the Lessor pursuant to the
                  terms of the Agency Agreement, then in each case, the Lessor
                  shall be required to pay such amount received (1) if no
                  Acceleration has occurred, to prepay the principal balance of
                  the Loans and the Holder Advances, on a pro rata basis, a
                  portion of such amount to be distributed to the Lenders and
                  the Holders or (2) if an Acceleration has occurred, to apply
                  and allocate the proceeds respecting Sections 8.7(b)(ii)(A)
                  through 8.7(b)(ii)(D) in accordance with Section 8.7(b)(iii)
                  hereof.

                           (iii)    Subject to Section 8.7(c), an amount equal
                  to any payment identified as proceeds of the sale or other
                  disposition (or lease upon the exercise of remedies) of the
                  Properties or any portion thereof, whether pursuant to Article
                  XXII of the Lease or the exercise of remedies under the
                  Security Documents or otherwise, the execution of remedies set
                  forth in the Lease and any payment in respect of excess wear
                  and tear pursuant to Section 22.3 of the Lease (whether


                                       37
<PAGE>

                  such payment relates to a period before or after the
                  Construction Period Termination Date) shall be applied and
                  allocated by the Agent first, ratably to the payment of the
                  principal and interest of the Tranche B Loans then
                  outstanding, second, ratably to the payment to the Holders of
                  the outstanding principal balance of all Holder Advances plus
                  all outstanding Holder Yield with respect to such outstanding
                  Holder Advances, third, to the extent such amount exceeds the
                  maximum amount to be returned pursuant to the foregoing
                  provisions of this paragraph (iii), ratably to the payment of
                  the principal and interest of the Tranche A Loans then
                  outstanding, fourth, to any and all other amounts owing under
                  the Operative Agreements to the Lenders under the Tranche B
                  Loans, fifth, to any and all other amounts owing under the
                  Operative Agreements to the Holders, sixth, to any and all
                  other amounts owing under the Operative Agreements to the
                  Lenders under the Tranche A Loans, and seventh, to the extent
                  moneys remain after application and allocation pursuant to
                  clauses first through sixth above, to the Owner Trustee for
                  application and allocation to any and all other amounts owing
                  to the Holders or the Owner Trustee and as the Holders shall
                  determine; provided, where no Event of Default shall exist and
                  be continuing and a prepayment is made for any reason with
                  respect to less than the full amount of the outstanding
                  principal amount of the Loans and the outstanding Holder
                  Advances, the proceeds shall be applied and allocated ratably
                  to the Lenders and to the Holders.

                           (iv)     Subject to Section 8.7(c), an amount equal
                  to (A) any such payment identified as a payment pursuant to
                  Section 22.1(b) of the Lease (or otherwise) of the Maximum
                  Residual Guarantee Amount (and any such lesser amount as may
                  be required by Section 22.1(b) of the Lease) in respect of the
                  Properties, (B) any other amount payable upon any exercise of
                  remedies after the occurrence of an Event of Default not
                  covered by Sections 8.7(b)(i) or 8.7(b)(iii) above (including
                  without limitation any amount received in connection with an
                  Acceleration which does not represent proceeds from the sale
                  or liquidation of the Properties) and (C) any other amount
                  payable by any Guarantor pursuant to Section 6B (including
                  without limitation from collateral securing obligations of one
                  or more of the Credit Parties under the Operative Agreements
                  and the obligations of one or more of the Credit Parties under
                  the Lessee Credit Agreement and the transactions related
                  thereto) shall be applied and allocated by the Agent first,
                  ratably, to the payment of the principal and interest balance
                  of Tranche A Loans then outstanding, second, ratably to the
                  payment of the principal and interest balance of the Tranche B
                  Loans then outstanding, third, ratably to the payment of the
                  principal balance of all Holder Advances plus all outstanding
                  Holder Yield with respect to such outstanding Holder Advances,
                  fourth, to the payment of any other amounts owing to the
                  Lenders hereunder or under any of the other Operative
                  Agreement, and fifth, to the extent moneys remain after
                  application and allocation pursuant to clauses first through
                  fourth above, to the Owner Trustee for application and
                  allocation to Holder Advances and Holder Yield and any other
                  amounts owing to the Holders or the Owner Trustee as the
                  Holders shall determine.


                                       38
<PAGE>

                           (v)      An amount equal to any such payment
                  identified as Supplemental Rent shall be applied and allocated
                  by the Agent to the payment of any amounts then owing to the
                  Agent, the Lenders, the Holders and the other parties to the
                  Operative Agreements (or any of them) (other than any such
                  amounts payable pursuant to the preceding provisions of this
                  Section 8.7(b)) as shall be determined by the Agent in its
                  reasonable discretion; provided, however, that Supplemental
                  Rent received upon the exercise of remedies after the
                  occurrence and continuance of an Event of Default in lieu of
                  or in substitution of the Maximum Residual Guarantee Amount or
                  as a partial payment thereon shall be applied and allocated as
                  set forth in Section 8.7(b)(iv).

                           (vi)     The Agent in its reasonable judgment shall
                  identify the nature of each payment or amount received by the
                  Agent and apply and allocate each such amount in the manner
                  specified above.

                  (c)      Upon the termination of the Commitments and the
         payment in full of the Loans and all other amounts owing by the Owner
         Trustee hereunder or under any Credit Document and the payment in full
         of all amounts owing to the Holders and the Owner Trustee under the
         Trust Agreement, any moneys remaining with the Agent shall be returned
         to the Owner Trustee or such other Person or Persons as the Holders may
         designate for application and allocation to any and all other amounts
         owing to the Holders or the Owner Trustee and as the Holders shall
         determine. In the event of an Acceleration it is agreed that, prior to
         the application and allocation of amounts received by the Agent in the
         order described in Section 8.7(b) above, any such amounts shall first
         be applied and allocated to the payment of (i) any and all sums
         advanced by the Agent in order to preserve the Collateral or to
         preserve its Lien thereon, (ii) the expenses of retaking, holding,
         preparing for sale or lease, selling or otherwise disposing or
         realizing on the Collateral, or of any exercise by the Agent of its
         rights under the Security Documents, together with reasonable
         attorneys' fees and expenses and court costs and (iii) any and all
         other amounts reasonably owed to the Agent under or in connection with
         the transactions contemplated by the Operative Agreements (including
         without limitation any accrued and unpaid administration fees).

         8.8.     RELEASE OF PROPERTIES, ETC.

         If the Lessee shall at any time purchase any Property pursuant to the
Lease, or the Construction Agent shall purchase any Property pursuant to the
Agency Agreement, or if any Property shall be sold in accordance with Article
XXII of the Lease, then, upon satisfaction by the Owner Trustee of its
obligation to prepay the Loans, Holder Advances and all other amounts owing to
the Lenders and the Holders under the Operative Agreements, the Agent is hereby
authorized and directed to release such Properties from the Liens created by the
Security Documents to the extent of its interest therein. In addition, upon the
termination of the Commitments and the Holder Commitments and the payment in
full of the Loans, the Holder Advances and all other amounts owing by the Owner
Trustee hereunder or under any other Operative Agreement the Agent is hereby
authorized and directed to release all of the Properties


                                       39
<PAGE>

from the Liens created by the Security Documents to the extent of its interest
therein. Upon request of the Owner Trustee following any such release, the Agent
shall, at the sole cost and expense of the Lessee, execute and deliver to the
Owner Trustee and the Lessee such documents as the Owner Trustee or the Lessee
shall reasonably request to evidence such release.

                SECTION 9. CREDIT AGREEMENT AND TRUST AGREEMENT.

         9.1.     THE CONSTRUCTION AGENT'S AND THE LESSEE'S CREDIT AGREEMENT
                  RIGHTS.

         Notwithstanding anything to the contrary contained in the Credit
Agreement, the Agent, the Lenders, the Holders, the Credit Parties and the Owner
Trustee hereby agree that, prior to the occurrence and continuation of any
Default or Event of Default, the Construction Agent or the Lessee, as the case
may be, shall have the following rights:

                  (a)      the right to designate an account to which amounts
         funded under the Operative Agreements shall be credited pursuant to
         Section 2.3(a) of the Credit Agreement;

                  (b)      the right to terminate or reduce the Commitments
         pursuant to Section 2.5(a) of the Credit Agreement;

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

                  (d)      the right to approve any successor agent pursuant to
         Section 7.9 of the Credit Agreement;

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

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

         9.2.     THE CONSTRUCTION AGENT'S AND THE LESSEE'S TRUST AGREEMENT
                  RIGHTS.

         Notwithstanding anything to the contrary contained in the Trust
Agreement, the Credit Parties, the Owner Trustee and the Holders hereby agree
that, prior to the occurrence and continuation of any Default or Event of
Default, the Construction Agent or the Lessee, as the case may be, shall have
the following rights:


                                       40
<PAGE>

                  (a)      the right to exercise the conversion and continuation
         options pursuant to Section 3.8 of the Trust Agreement and the right to
         terminate or reduce the Holder Commitments pursuant to Section 3.9 of
         the Trust Agreement;

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

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

                        SECTION 10. TRANSFER OF INTEREST.

         10.1.    RESTRICTIONS ON TRANSFER.

         Each Lender may participate, assign or transfer all or a portion of its
interest hereunder and under the other Operative Agreements in accordance with
Sections 9.7 and 9.8 of the Credit Agreement. The Holders may, directly or
indirectly, assign, convey or otherwise transfer any of their right, title or
interest in or to the Trust Estate or the Trust Agreement with the prior written
consent of the Agent and the Lessee (which consent shall not be unreasonably
withheld or delayed) and in accordance with the terms of Section 11.8(b) of the
Trust Agreement. Each Person acquiring any such participation, assignment or
transfer of interest from any Lender and/or each Person acquiring any such
assignment, conveyance or other transfer from any Holder must, after the
acquisition of such interest(s), hold a ratable interest under the Operative
Agreements (assuming its interests as a Lender and a Holder are aggregated) and
the Lessee Credit Agreement. The Owner Trustee may, subject to the rights of the
Lessee under the Lease and the other Operative Agreements and to the Lien of the
applicable Security Documents but only with the prior written consent of the
Agent (which consent may be withheld by the Agent in its sole discretion) and
(provided, no Default or Event of Default has occurred and is continuing) with
the consent of the Lessee, directly or indirectly, assign, convey, appoint an
agent with respect to enforcement of, or otherwise transfer any of its right,
title or interest in or to any Property, the Lease, the Trust Agreement and the
other Operative Agreements (including without limitation any right to
indemnification thereunder), or any other document relating to a Property or any
interest in a Property as provided in the Trust Agreement and the Lease. The
provisions of the immediately preceding sentence shall not apply to the
obligations of the Owner Trustee to transfer Property to the Lessee or a third
party purchaser pursuant to Article XXII of the Lease upon payment for such
Property in accordance with the terms and conditions of the Lease. No Credit
Party may assign any of the Operative Agreements or any of their respective
rights or obligations thereunder or with respect to any Property in whole or in
part to any Person without the prior written consent of the Agent, the Lenders,
the Holders and the Lessor.


                                       41
<PAGE>

         10.2.    EFFECT OF TRANSFER.

         From and after any transfer effected in accordance with this Section
10, the transferor shall be released, to the extent of such transfer, from its
liability hereunder and under the other documents to which it is a party in
respect of obligations to be performed on or after the date of such transfer;
provided, however, that any transferor shall remain liable hereunder and under
such other documents to the extent that the transferee shall not have assumed
the obligations of the transferor thereunder. Upon any transfer by the Owner
Trustee, a Holder or a Lender as above provided, any such transferee shall
assume the obligations of the Owner Trustee, the Holder or the Lender, as the
case may be, and shall be deemed an "Owner Trustee", "Holder", or "Lender", as
the case may be, for all purposes of such documents and each reference herein to
the transferor shall thereafter be deemed a reference to such transferee for all
purposes, except as provided in the preceding sentence. Notwithstanding any
transfer of all or a portion of the transferor's interest as provided in this
Section 10, the transferor shall be entitled to all benefits accrued and all
rights vested prior to such transfer including without limitation rights to
indemnification under any such document.

                          SECTION 11. INDEMNIFICATION.

         11.1.    GENERAL INDEMNITY.

         Whether or not any of the transactions contemplated hereby shall be
consummated, the Indemnity Provider hereby assumes liability for and agrees to
defend, indemnify and hold harmless each Indemnified Person on an After Tax
Basis from and against any Claims, which may be imposed on, incurred by or
asserted against an Indemnified Person by any third party, including without
limitation Claims arising from the negligence of an Indemnified Person (but not
to the extent such Claims arise from the gross negligence or willful misconduct
of such Indemnified Person itself, as determined by a court of competent
jurisdiction or pursuant to arbitration as set forth in Section 12.8, as opposed
to gross negligence or willful misconduct imputed to such Indemnified Person
with regard to the acts or omissions of any Person which is not an agent or
employee of such Indemnified Person; provided, no Indemnified Person shall be
responsible for the acts or omissions of the Construction Agent regardless of
any agency status) in any way relating to or arising or alleged to arise out of
the execution, delivery, performance or enforcement of this Agreement, the Lease
or any other Operative Agreement or on or with respect to any Property or any
component thereof, including without limitation Claims in any way relating to or
arising or alleged to arise out of (a) the financing, refinancing, purchase,
acceptance, rejection, ownership, design, construction, refurbishment,
development, delivery, acceptance, nondelivery, leasing, subleasing, possession,
use, operation, maintenance repair, modification, transportation, condition,
sale, return, repossession (whether by summary proceedings or otherwise), or any
other disposition of any Property or any part thereof, including without
limitation the acquisition, holding or disposition of any interest in the
Property, lease or agreement comprising a portion of any thereof; (b) any latent
or other defects in any Property or any portion thereof whether or not
discoverable by an Indemnified Person or the Indemnity Provider; (c) a violation
of Environmental Laws, Environmental Claims or other loss of or damage to any
property or the environment relating to the Property, the Lease, the Agency


                                       42
<PAGE>

Agreement or the Indemnity Provider; (d) the Operative Agreements, or any
transaction contemplated thereby; (e) any breach by the Indemnity Provider of
any of its representations or warranties under the Operative Agreements to which
the Indemnity Provider is a party or failure by the Indemnity Provider to
perform or observe any covenant or agreement to be performed by it under any of
the Operative Agreements; (f) the transactions contemplated hereby or by any
other Operative Agreement, in respect of the application of Parts 4 and 5 of
Subtitle B of Title I of ERISA; and (g) personal injury, death or property
damage, including without limitation Claims based on strict or absolute
liability in tort. Without limiting the generality of the foregoing,
Environmental Claims shall include without limitation amounts paid in settlement
of claims, all consultant and expert fees and expenses of any Indemnified Person
incurred in connection with any investigation of site conditions, any abatement,
cleanup, remediation, removal or restoration work, or liability for any damages
or injuries of any Person or to land, air, water or other natural resources.

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

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


                                       43
<PAGE>

reasonable efforts to obtain a refund thereof in appropriate administrative and
judicial proceedings, or (4) taking such other action as is reasonably requested
by the Indemnity Provider from time to time.

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

         Notwithstanding the foregoing provisions of this Section 11.1, an
Indemnified Person shall not be required to take any action and no Indemnity
Provider shall be permitted to respond to any Claim in its own name or that of
the Indemnified Person unless (A) the Indemnity Provider shall have agreed to
pay and shall pay to such Indemnified Person on demand and on an After Tax Basis
all reasonable costs, losses and expenses that such Indemnified Person actually
incurs in connection with such Claim, including without limitation all
reasonable legal, accounting and investigatory fees and disbursements and, if
the Indemnified Person has informed the Indemnity Provider that it intends to
contest such Claim (whether or not the control of the contest is then assumed by
the Indemnity Provider), the Indemnity Provider shall have agreed that the Claim
is an indemnifiable Claim hereunder, (B) in the case of a Claim that must be
pursued in the name of an Indemnified Person (or an Affiliate thereof), the
amount of the potential indemnity (taking into account all similar or logically
related Claims that have been or could be raised for which the Indemnity
Provider may be liable to pay an indemnity under this Section 11.1) exceeds
$25,000 (or such lesser amount as may be subsequently agreed between the
Indemnity Provider and the Indemnified Person), (C) the Indemnified Person shall
have reasonably determined that the action to be taken will not result in any
material danger of sale, forfeiture or loss of the Property, or any part thereof
or interest therein, will not interfere with the payment of Rent, and will not
result in risk of criminal liability, (D) if such Claim shall involve the
payment of any amount prior to the resolution of such Claim, the Indemnity
Provider shall provide to the Indemnified Person an interest-free advance in an
amount equal to the amount that the Indemnified Person is required to pay (with
no additional net after-tax cost to such Indemnified Person) prior to the date
such payment is due, (E) in the case of a Claim that must be pursued in the name
of an Indemnified Person (or an Affiliate thereof), the Indemnity Provider shall
have provided to such Indemnified Person an opinion of independent counsel
selected by the Indemnified Person and reasonably satisfactory to the Indemnity
Provider stating that a reasonable basis exists to contest such Claim (or, in
the case of an appeal of an adverse determination, an opinion of such counsel to
the effect that the position asserted in such appeal will more likely than not
prevail) and (F) no Event of Default shall have occurred and be continuing. In
no event shall an Indemnified Person be required to appeal an adverse judicial
determination to the United States Supreme Court. In addition, an Indemnified
Person shall not


                                       44
<PAGE>

be required to contest any Claim in its name (or that of an Affiliate) if the
subject matter thereof shall be of a continuing nature and shall have previously
been decided adversely by a court of competent jurisdiction pursuant to the
contest provisions of this Section 11.1, unless there shall have been a change
in law (or interpretation thereof) and the Indemnified Person shall have
received, at the Indemnity Provider's expense, an opinion of independent counsel
selected by the Indemnified Person and reasonably acceptable to the Indemnity
Provider stating that as a result of such change in law (or interpretation
thereof), it is more likely than not that the Indemnified Person will prevail in
such contest. In no event shall the Indemnity Provider be permitted to adjust or
settle any Claim without the consent of the Indemnified Person to the extent any
such adjustment or settlement involves, or is reasonably likely to involve, any
performance by or adverse admission by or with respect to the Indemnified
Person.

         11.2.    GENERAL TAX INDEMNITY.

                  (a)      The Indemnity Provider shall pay and assume liability
         for, and does hereby agree to indemnify, protect and defend each
         Property and all Indemnified Persons, and hold them harmless against,
         all Impositions on an After Tax Basis, and all payments pursuant to the
         Operative Agreements shall be made free and clear of and without
         deduction for any and all present and future Impositions.

                  (b)      Notwithstanding anything to the contrary in Section
         11.2(a) hereof, the following shall be excluded from the indemnity
         required by Section 11.2(a):

                           (i)      Taxes (other than Taxes that are, or are in
                  the nature of, sales, use, rental, value added, transfer or
                  property taxes) that are imposed on a Indemnified Person
                  (other than the Lessor, the Owner Trustee and/or the Trust) by
                  the United States federal government that are based on or
                  measured by the net income (including without limitation taxes
                  based on capital gains and minimum taxes) of such Person;
                  provided, that this clause (i) shall not be interpreted to
                  prevent a payment from being made on an After Tax Basis if
                  such payment is otherwise required to be so made;

                           (ii)     Taxes (other than Taxes that are, or are in
                  the nature of, sales, use, rental, value added, transfer or
                  property taxes) that are imposed on any Indemnified Person
                  (other than the Lessor) by any state or local jurisdiction or
                  taxing authority within any state or local jurisdiction and
                  that are based upon or measured by the net income (including
                  without limitation taxes based on capital gains and minimum
                  taxes) of such Person; provided that such Taxes shall not be
                  excluded under this subparagraph (ii) to the extent the
                  location, possession or use of any Property in, the location
                  or the operation of the Lessee in, or the Lessee's making
                  payments under the Operative Agreements from, the jurisdiction
                  imposing such Taxes been the sole connection between such
                  Indemnified Person and the jurisdiction imposing such Taxes;
                  provided, further, that this clause (ii) shall not be
                  interpreted to prevent a payment from being made on an After
                  Tax Basis if such payment is otherwise required to be so made;


                                       45
<PAGE>

                           (iii)    any Tax to the extent it relates to any act,
                  event or omission that occurs after the termination of the
                  Lease and redelivery or sale of the property in accordance
                  with the terms of the Lease (but not any Tax that relates to
                  such termination, redelivery or sale and/or to any period
                  prior to such termination, redelivery or sale); and

                           (iv)     any Taxes which are imposed on an
                  Indemnified Person as a result of the gross negligence or
                  willful misconduct of such Indemnified Person itself, as
                  determined by a court of competent jurisdiction (as opposed to
                  gross negligence or willful misconduct imputed to such
                  Indemnified Person with regard to the acts or omissions of any
                  Person which is not an agent or employee of such Indemnified
                  Person; provided, no Indemnified Person shall be responsible
                  for the acts or omissions of the Construction Agent regardless
                  of any agency status), but not Taxes imposed as a result of
                  ordinary negligence of such Indemnified Person;

                  (c)      (i)      Subject to the terms of Section 11.2(e), the
                  Indemnity Provider shall pay or cause to be paid all
                  Impositions directly to the taxing authorities where feasible
                  and otherwise to the Indemnified Person, as appropriate, and
                  the Indemnity Provider shall at its own expense, upon such
                  Indemnified Person's reasonable request, furnish to such
                  Indemnified Person copies of official receipts or other
                  satisfactory proof evidencing such payment.

                           (ii)     In the case of Impositions for which no
                  contest is conducted pursuant to Section 11.2(e) and which the
                  Indemnity Provider pays directly to the taxing authorities,
                  the Indemnity Provider shall pay such Impositions prior to the
                  latest time permitted by the relevant taxing authority for
                  timely payment. In the case of Impositions for which the
                  Indemnity Provider reimburses an Indemnified Person, the
                  Indemnity Provider shall do so within thirty (30) days after
                  receipt by the Indemnity Provider of demand by such
                  Indemnified Person describing in reasonable detail the nature
                  of the Imposition and the basis for the demand (including
                  without limitation the computation of the amount payable),
                  accompanied by receipts or other reasonable evidence of such
                  demand. In the case of Impositions for which a contest is
                  conducted pursuant to Section 11.2(e), the Indemnity Provider
                  shall pay such Impositions or reimburse such Indemnified
                  Person for such Impositions, to the extent not previously paid
                  or reimbursed pursuant to subsection (a), prior to the latest
                  time permitted by the relevant taxing authority for timely
                  payment after conclusion of all contests under Section
                  11.2(e).

                           (iii)    At the Indemnity Provider's request, the
                  amount of any indemnification payment by the Indemnity
                  Provider pursuant to subsection (a) shall be verified and
                  certified by an independent public accounting firm mutually
                  acceptable to the Indemnity Provider and the Indemnified
                  Person. The fees and expenses of such independent public
                  accounting firm shall be paid by the Indemnity Provider unless
                  such verification shall result in an adjustment in the
                  Indemnity Provider's favor of fifteen percent (15%) or more of
                  the payment as


                                       46
<PAGE>

                  computed by the Indemnified Person, in which case such fee
                  shall be paid by the Indemnified Person.

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

                  (e)      If a written Claim is made against any Indemnified
         Person or if any proceeding shall be commenced against such Indemnified
         Person (including without limitation a written notice of such
         proceeding), for any Impositions, the provisions in Section 11.1
         relating to notification and rights to contest shall apply; provided,
         however, if such contest involves a Tax other than a Tax on net income
         and can be pursued independently from any other proceeding involving a
         tax liability of such Indemnified Person, the Indemnified Person, at
         the Indemnity Provider's request, shall allow the Indemnity Provider
         (and the Indemnity Provider shall be obligated) to conduct and control
         such contest.

         11.3     INCREASED COSTS, ILLEGALITY, ETC.

         Without limiting the rights of the Lessee under Section 11.6 of the
Participation Agreement:

                  (a)      If, due to either (i) the introduction of or any
         change in or in the interpretation of any law or regulation or (ii) the
         compliance with any guideline or request hereafter adopted, promulgated
         or made by any central bank or other governmental authority (whether or
         not having the force of law), there shall be any


                                       47
<PAGE>

         increase in the cost to any Financing Party of agreeing to make or
         making, funding or maintaining Advances, then the Lessee shall from
         time to time, upon demand by such Financing Party (with a copy of such
         demand to the Agent but subject to the terms of Section 11.6 of the
         Participation Agreement, as the case may be), pay to the Agent for the
         account of such Financing Party additional amounts sufficient to
         compensate such Financing Party for such increased cost. A certificate
         as to the amount of such increased cost, submitted to the Lessee and
         the Agent by such Financing Party, shall be conclusive and binding for
         all purposes, absent manifest error.

                  (b)      If any Financing Party determines that compliance
         with any law or regulation or any guideline or request from any central
         bank or other governmental authority (whether or not having the force
         of law, but in each case promulgated or made after the date hereof)
         affects or would affect the amount of capital required or expected to
         be maintained by such Financing Party or any corporation controlling
         such Financing Party and that the amount of such capital is increased
         by or based upon the existence of such Financing Party's commitment to
         make Advances and other commitments of this type or upon the Advances,
         then, upon demand by such Financing Party (with a copy of such demand
         to the Agent but subject to the terms Section 11.6 of the Participation
         Agreement), the Lessee shall pay to the Agent for the account of such
         Financing Party, from time to time as specified by such Financing
         Party, additional amounts sufficient to compensate such Financing Party
         or such corporation in the light of such circumstances, to the extent
         that such Financing Party reasonably determines such increase in
         capital to be allocable to the existence of such Financing Party's
         commitment to make such Advances. A certificate as to such amounts
         submitted to the Lessee and the Agent by such Financing Party shall be
         conclusive and binding for all purposes, absent manifest error.

                  (c)      Without limiting the effect of the foregoing, the
         Lessee shall pay to each Financing Party on the last day of the
         Interest Period therefor so long as such Financing Party is maintaining
         reserves against "Eurocurrency liabilities" under Regulation D an
         additional amount (determined by such Financing Party and notified to
         the Lessee through the Agent) equal to the product of the following for
         each Eurodollar Loan or Eurodollar Holder Advance, as the case may be,
         for each day during such Interest Period:

                           (i)      the principal amount of such Eurodollar Loan
                  or Eurodollar Holder Advance, as the case may be, outstanding
                  on such day; and

                           (ii)     the remainder of (x) a fraction the
                  numerator of which is the rate (expressed as a decimal) at
                  which interest accrues on such Eurodollar Loan or Eurodollar
                  Holder Advance, as the case may be, for such Interest Period
                  as provided in the Credit Agreement or the Trust Agreement, as
                  the case may be (less the Applicable Percentage), and the
                  denominator of which is one (1) minus the effective rate
                  (expressed as a decimal) at which such reserve requirements
                  are imposed on such Financing Party on such day minus (y) such
                  numerator; and

                           (iii)    1/360.


                                       48
<PAGE>

                  (d)      Without affecting its rights under Sections 11.3(a),
         11.3(b) or 11.3(c) or any other provision of any Operative Agreement,
         each Financing Party agrees that if there is any increase in any cost
         to or reduction in any amount receivable by such Financing Party with
         respect to which the Lessee would be obligated to compensate such
         Financing Party pursuant to Sections 11.3(a) or 11.3(b), such Financing
         Party shall use reasonable efforts to select an alternative office for
         Advances which would not result in any such increase in any cost to or
         reduction in any amount receivable by such Financing Party; provided,
         however, that no Financing Party shall be obligated to select an
         alternative office for Advances if such Financing Party determines that
         (i) as a result of such selection such Financing Party would be in
         violation of any applicable law, regulation, treaty, or guideline, or
         would incur additional costs or expenses or (ii) such selection would
         be inadvisable for regulatory reasons or materially inconsistent with
         the interests of such Financing Party.

                  (e)      With reference to the obligations of the Lessee set
         forth in Sections 11.3(a) through 11.3(d), the Lessee shall not have
         any obligation to pay to any Financing Party amounts owing under such
         Sections for any period which is more than one (1) year prior to the
         date upon which the request for payment therefor is delivered to the
         Lessee.

                  (f)      Notwithstanding any other provision of this
         Agreement, if any Financing Party shall notify the Agent that the
         introduction of or any change in or in the interpretation of any law or
         regulation makes it unlawful, or any central bank or other governmental
         authority asserts that it is unlawful, for any Financing Party to
         perform its obligations hereunder to make or maintain Eurodollar Loans
         or Eurodollar Holder Advances, as the case may be, then (i) each
         Eurodollar Loan or Eurodollar Holder Advance, as the case may be, will
         automatically, at the earlier of the end of the Interest Period for
         such Eurodollar Loan or Eurodollar Holder Advance, as the case may be,
         or the date required by law, convert into an ABR Loan or an ABR Holder
         Advance, as the case may be, and (iii) the obligation of the Financing
         Parties to make, convert or continue Eurodollar Loans or Eurodollar
         Holder Advances, as the case may be, shall be suspended until the Agent
         shall notify the Lessee that such Financing Party has determined that
         the circumstances causing such suspension no longer exist.

         11.4     FUNDING/CONTRIBUTION INDEMNITY.

         Subject to the provisions of Section 11.6 of the Participation
Agreement, the Lessee agrees to indemnify each Financing Party and to hold each
Financing Party harmless from any loss or reasonable expense which such
Financing Party may sustain or incur as a consequence of (a) any default in
connection with the drawing of funds for any Advance, (b) any default in making
any prepayment after a notice thereof has been given in accordance with the
provisions of the Operative Agreements or (c) the making of a voluntary or
involuntary prepayment of Eurodollar Loans or Eurodollar Holder Advances, as the
case may be, on a day which is not the last day of an Interest Period with
respect thereto. Such indemnification shall be in an amount equal to the excess,
if any, of (x) the amount of interest or Holder Yield, as the case may be, which
would have accrued on the amount so prepaid, or not so borrowed, accepted,
converted or


                                       49
<PAGE>

continued for the period from the date of such prepayment or of such failure to
borrow, accept, convert or continue to the last day of such Interest Period (or,
in the case of a failure to borrow, accept, convert or continue, the Interest
Period that would have commenced on the date of such failure) in each case at
the applicable Eurodollar Rate plus the Applicable Percentage for such Loan or
Holder Advance, as the case may be, for such Interest Period over (y) the amount
of interest (as determined by such Financing Party in its reasonable discretion)
which would have accrued to such Financing Party on such amount by (i) (in the
case of the Lenders) re-employing such funds in loans of the same type and
amount during the period from the date of prepayment or failure to borrow to the
last day of the then applicable Interest Period (or, in the case of a failure to
borrow, the Interest Period that would have commenced on the date of such
failure) and (ii) (in the case of the Holders) placing such amount on deposit
for a comparable period with leading banks in the relevant interest rate market.
This covenant shall survive the termination of the Operative Agreements and the
payment of all other amounts payable hereunder.

         11.5     WITHHOLDING TAXES.

                  (a)      So long as the applicable Lender or Holder shall have
         complied with the provisions of Section 11.5(c) hereof, any and all
         payments under any Note, Certificate or other Operative Agreement shall
         be made, in accordance with the terms hereof and thereof, free and
         clear of and without deduction for any and all present or future taxes,
         levies, imposts, deductions, charges or withholdings, and all
         liabilities with respect thereto (other than taxes imposed on net
         income or profits of, or any branch or franchise taxes applicable to,
         the Agent, any Lender or any Holder) (y) by the jurisdiction under the
         laws of which the Agent, such Lender or such Holder, as the case may
         be, is organized or any political subdivision thereof and (z) in the
         case of each Lender and Holder, by the jurisdiction in which any
         lending office of such Lender or any office of such Holder from which
         Holder Advances are made is located or any political subdivision
         thereof (all such non-excluded taxes, levies, imposts, deductions,
         charges, withholdings and liabilities being hereinafter referred to as
         "Non-Excluded Taxes"). If any obligor shall be required by law to
         deduct any Non-Excluded Taxes from or in respect of any sum payable
         under any Operative Agreement or under any Note or Certificate to the
         Agent, any Lender or any Holder, so long as the applicable Lender or
         Holder shall have complied with the provisions of Section 11.5(c)
         hereof, (i) the sum shall be payable by the Lessee and shall be
         increased as may be necessary so that after making all required
         deductions (including without limitation deductions applicable to
         additional sums payable under this Section), the Agent or such Lender
         or such Holder, as the case may be, receives an amount equal to the sum
         it would have received had no such deductions been made, (ii) the
         Lessee will make such deductions and (iii) the Lessee will pay the full
         amount deducted to the relevant taxation authority or other authority
         in accordance with applicable law. If and to the extent that the Agent
         or any Lender or any Holder subsequently shall be refunded or otherwise
         recover all or any part of such deduction, it shall refund to the
         Lessee the amount so recovered.

                  (b)      So long as the applicable Lender or Holder shall have
         complied with the provisions of Section 11.5(c), the Lessee will
         indemnify the Agent, each Lender and each Holder for the full amount of
         Non-Excluded Taxes (including without limitation any


                                       50
<PAGE>

         Non-Excluded Taxes imposed by any jurisdiction on amounts payable under
         this Section) paid by the Agent or such Lender or such Holder, as the
         case may be, and any liability (including without limitation penalties,
         interest and expenses) arising therefrom or with respect thereto. This
         indemnification shall be made within thirty (30) days from the date the
         Agent or any Lender or any Holder, as the case may be, makes written
         demand therefor and delivers to the Lessee the original receipt of
         Non-Excluded Taxes paid by it or an invoice from the relevant taxing
         authority regarding such Non-Excluded Taxes. Within thirty (30) days
         after the date of any payment of Non-Excluded Taxes pursuant to this
         Section, the Lessee will furnish to the Agent or the relevant Lender or
         the relevant Holder, as the case may be, the original or a certified
         copy of a receipt or other relevant documentation evidencing payment
         thereof; provided, that demand therefor must be made on the Lessee
         within one hundred twenty (120) days after the Agent's or relevant
         Lender's or relevant Holder's actual knowledge that such Lender or
         Holder is entitled to such payment. If and to the extent that any
         Lender or Holder subsequently shall be refunded or otherwise recover
         all or any part of such payment of taxes, it shall refund to the Lessee
         the amount so recovered.

                  (c)      If any Lender or Holder (other than a Lender or
         Holder that is a "U.S. Person" within the meaning of Section
         7701(a)(30) of the Code) is entitled to an exemption (or is exempt)
         from United States withholding tax under Section 1441 or 1442 of the
         Code, such Lender or Holder will deliver to the Agent and the Lessee:

                           (i)      if such Lender or Holder is entitled to
                  claim an exemption from, or a reduction of, withholding tax
                  under a United States tax treaty or on the basis that such
                  interest qualifies as "portfolio interest," a properly
                  completed IRS Form W-8BEN, or any replacement or successor
                  form thereto, evidencing such Lender's or Holder's
                  qualification for exemption from United States federal
                  withholding taxes on all payments of interest made under the
                  Loans or Certificates on the basis of (1) a treaty between the
                  United States and the country of residence of such Lender or
                  Holder or (2) qualification of such payments to such Lender or
                  Holder as "portfolio interest" exempt from United States tax
                  withholding, before the payment of any interest to such Lender
                  or Holder Yield to such Holder in the first calendar year, and
                  upon the expiration or obsolescence of any previously
                  delivered forms and statements;

                           (ii)     if such Lender or Holder is entitled to
                  claim that interest (in the case of Lenders) or Holder Yield
                  (in the case of Holders) paid under the Operative Agreements
                  is exempt from United States withholding tax because it is
                  effectively connected with a United States trade or business
                  of such Lender or Holder, two (2) properly completed and
                  executed copies of IRS Form W-8ECI, or any replacement or
                  successor form thereto, evidencing such Lender's or Holder's
                  qualification for a complete exemption from United States
                  federal withholding taxes on the basis that such interest is
                  effectively connected (within the meaning of Section 864(e) of
                  the Code) with its conduct of a trade or business in the
                  United States, before the payment of any interest to such
                  Lender or Holder Yield


                                       51
<PAGE>

                  to such Holder is due in the first taxable year of such Lender
                  or Holder upon the expiration or obsolescence of any
                  previously delivered forms and statements; and

                           (iii)    such other form or forms as may be required
                  under the Code or other laws of the United States as a
                  condition to exemption from, or reduction of, United States
                  withholding tax.

                  Each Lender and Holder as of the Initial Closing Date, and
         each assignee under any (x) Assignment and Acceptance (as of the date
         thereof) or (y) assignment by any Holder of an interest under the Trust
         Agreement and any Certificate, other than a Lender, Holder or assignee
         that is a "U.S. Person" within the meaning of Section 7701(a)(30) of
         the Code, must be eligible to claim a complete exemption from United
         States federal withholding taxes and must provide applicable forms to
         the Lessee as required by this Section 11.5. Each such Lender and
         Holder will promptly notify the Agent and the Lessee of any changes in
         circumstances that would modify or render invalid any claimed exemption
         or reduction.

                  (d)      If any Lender or Holder is entitled to a reduction in
         the applicable withholding tax, the Agent may withhold from any
         interest payment to such Lender or any payment of Holder Yield to such
         Holder an amount equivalent to the applicable withholding tax after
         taking into account such reduction. If the forms or other documentation
         required under subsection (c) above are not executed, completed and/or
         delivered to the Agent, then the Agent may withhold from any interest
         payment to such Lender or any payment of Holder Yield to such Holder,
         as the case may be, not providing such forms or other documentation an
         amount equivalent to the applicable withholding tax. For purposes of
         this Section, a distribution hereunder by the Agent to or for the
         account of any Lender or Holder shall be deemed a payment by the
         Lessee.

                  (e)      If the Internal Revenue Service or any other
         Governmental Authority, domestic or foreign, asserts a claim that the
         Agent did not properly withhold tax from amounts paid to or for the
         account of any Lender or Holder (whether because the appropriate form
         was not delivered or was not properly executed, completed and/or
         delivered, because such Lender or Holder failed to notify the Agent of
         a change in circumstances that rendered the exemption from, or
         reduction of, withholding tax ineffective, or for any other reason),
         such Lender or Holder shall indemnify the Agent fully for all amounts
         paid, directly or indirectly, by the Agent as tax or otherwise,
         including without limitation penalties and interest, and including
         without limitation any taxes imposed by any jurisdiction on the amounts
         payable to the Agent under this subsection (e), together with all
         costs, expenses and reasonably attorneys' fees incurred or paid in
         connection therewith.

                  (f)      If at any time the Lessee requests any Lender or
         Holder to deliver any forms other than documentation pursuant to
         subsection (c) above, then the Lessee shall, upon demand of such Lender
         or Holder, reimburse such Lender or Holder for any reasonable costs or
         expenses incurred by such Lender or Holder in the preparation or
         delivery of such forms or other documentation.


                                       52
<PAGE>

                  (g)      Each Lender and Holder agrees that, if the Lessee is
         required to pay additional amounts to or for the account of any Lender
         or Holder pursuant to subsections (a) or (b) above, then such Lender or
         Holder will, to the extent permitted by law, endeavor in good faith to
         designate another lending office for its Eurodollar Loans (in the case
         of Lenders) or office for its Eurodollar Holder Advances (in the case
         of Holders), but only if such designation would make it lawful for such
         Lender or Holder to continue to make or maintain Eurodollar Loans or
         Eurodollar Holder Advances hereunder; provided that such designation is
         made on such terms that such Lender or Holder, in its good faith
         determination, suffers no increased cost or economic, legal or
         regulatory disadvantage, with the object of avoiding the consequence of
         the event giving rise to the operation of this Section.

         11.6     REPLACEMENT OF LENDERS AND HOLDERS.

         The Lessee may, at any time and so long as no Default or Event of
Default has then occurred and is continuing, replace any Lender or Holder (a)
that has requested additional amounts from the Lessee under Section 11.3 or 11.5
or (b) the obligation of which to make or maintain Eurodollar Loans or
Eurodollar Holder Advances has been suspended under Section 11.3(f) by written
notice to the Agent and such Lender or such Holder, as the case may be, given
not more than thirty (30) days after any such event. Within sixty (60) days of
such notice, the Lessee shall give written notice to the Agent and such Lender
or such Holder, as the case may be, identifying one or more Persons each of
which qualifies as an Eligible Assignee and shall be reasonably acceptable to
the Agent (each, a "Replacement Financing Party," and collectively, the
"Replacement Financing Parties") to replace such Lender or Holder (the "Replaced
Financing Party"), provided that (i) the second notice from the Lessee to the
Replaced Financing Party and the Agent provided for hereinabove shall specify an
effective date for such replacement (the "Replacement Effective Date"), which
shall be at least five (5) Business Days after such notice is given, (ii) as of
the relevant Replacement Effective Date, each Replacement Financing Party shall
enter into an Assignment and Acceptance with the Replaced Financing Party (if
such Replaced Financing Party is a Lender) (but shall not be required to pay the
processing fee otherwise payable to the Agent with regard thereto) or shall
enter into an assignment and acceptance with the Replaced Financing Party, in
form and substance satisfactory to the signatories (if such Replaced Financing
Party is a Holder), pursuant to which such Replacement Financing Parties
collectively shall acquire, in such proportion among them as they may agree with
the Lessee and the Agent, all (but not less than all) of the Commitments, Holder
Commitments, outstanding Loans and outstanding Holder Advances of the Replaced
Financing Party, and, in connection therewith, shall pay to the Replaced
Financing Party, as the purchase price in respect thereof, an amount equal to
the sum as of the Replacement Effective Date (without duplication) of (x) the
unpaid principal amount of and all accrued but unpaid interest on all
outstanding Loans of the Replaced Financing Party, (y) the unpaid amount of
Holder Advances and all accrued but unpaid Holder Yield on Holder Advances of
the Replaced Financing Party and (z) the Replaced Financing Party's ratable
share of all accrued but unpaid fees owing to the Replaced Financing Party
hereunder and (iii) all other obligations of the Lessee owing to the Replaced
Financing Party (other than those specifically described in clause (ii) above in
respect of which the assignment purchase price has been, or is concurrently
being,


                                       53
<PAGE>

paid), including without limitation amounts payable under Section 11.4 as a
result of the actions required to be taken under this Section, shall be paid in
full by the Lessee to the Replaced Financing Party on or prior to the
Replacement Effective Date.

         11.7     EXPRESS INDEMNIFICATION FOR ORDINARY NEGLIGENCE, STRICT
                  LIABILITY, ETC.

         WITHOUT LIMITING THE GENERALITY OF THE INDEMNIFICATION PROVISIONS OF
ANY AND ALL OF THE OPERATIVE AGREEMENTS, EACH PERSON PROVIDING INDEMNIFICATION
OF ANOTHER PERSON UNDER ANY OPERATIVE AGREEMENT HEREBY FURTHER EXPRESSLY
RELEASES EACH BENEFICIARY OF ANY SUCH INDEMNIFICATION FROM ALL CLAIMS FOR LOSS
OR DAMAGE, DESCRIBED IN ANY OPERATIVE AGREEMENT, CAUSED BY ANY ACT OR OMISSION
ON THE PART OF ANY SUCH BENEFICIARY ATTRIBUTABLE TO THE ORDINARY NEGLIGENCE
(WHETHER SOLE OR CONTRIBUTORY) OR STRICT LIABILITY OF ANY SUCH BENEFICIARY, AND
INDEMNIFIES, EXONERATES AND HOLDS EACH SUCH BENEFICIARY FREE AND HARMLESS FROM
AND AGAINST ANY AND ALL ACTIONS, CAUSES OF ACTION, SUITS, CLAIMS, LOSSES, COSTS,
LIABILITIES, DAMAGES AND EXPENSES (INCLUDING WITHOUT LIMITATION ATTORNEY'S FEES
AND EXPENSES), DESCRIBED ABOVE, INCURRED BY ANY SUCH BENEFICIARY (IRRESPECTIVE
OF WHETHER ANY SUCH BENEFICIARY IS A PARTY TO THE ACTION FOR WHICH
INDEMNIFICATION UNDER THIS AGREEMENT OR ANY OTHER OPERATIVE AGREEMENT IS SOUGHT)
ATTRIBUTABLE TO THE ORDINARY NEGLIGENCE (WHETHER SOLE OR CONTRIBUTORY) OR STRICT
LIABILITY OF ANY SUCH BENEFICIARY.

         11.8.    ADDITIONAL PROVISIONS REGARDING ENVIRONMENTAL INDEMNIFICATION.

         Each and every Indemnified Person shall at all times have the rights
and benefits, and the Lessee shall have the obligations, in each case provided
pursuant to the Operative Agreements with respect to environmental matters,
violations of any Environmental Law, any Environmental Claim or other loss of or
damage to any property or the environment relating to any Property, the Lease,
the Agency Agreement or the Lessee (including without limitation the rights and
benefits provided pursuant to Section 11.1(c)).

         11.9.    INDEMNITY PRIOR TO COMPLETION DATE / CONSTRUCTION PERIOD
                  TERMINATION DATE.

         Notwithstanding the provisions of Sections 11.1, 11.2, 11.3, 11.4 and
11.5 (but subject to Section 11.8) the Owner Trustee shall be the only
beneficiary of the provisions set forth in Sections 11.1, 11.2, 11.3, 11.4 and
11.5 with respect to any Claim arising thereunder for the period prior to the
earlier to occur of the applicable Completion Date and the Construction Period
Termination Date related to the applicable Property. Notwithstanding the
foregoing, to the extent that the Owner Trustee becomes obligated to any
Indemnified Person pursuant to the next succeeding paragraph of Section 11.7,
the Owner Trustee shall be entitled to further


                                       54
<PAGE>

indemnity from the Lessee under Sections 11.1, 11.2, 11.3, 11.4 and 11.5, as
applicable, with respect to all amounts owing or paid by it under this Section
11.9.

         To the extent the Lessee is not obligated to indemnify any Indemnified
Person with respect to Claims arising under Sections 11.1, 11.2, 11.3, 11.4 or
11.5, prior to the earlier to occur of the applicable Completion Date or
Construction Period Termination Date, the Owner Trustee shall provide such
indemnities in favor of such Indemnified Person in accordance with the relevant
provisions of Sections 11.1, 11.2, 11.3, 11.4 or 11.5 as the case may be. It is
acknowledged and agreed that any amount for which the Owner Trustee becomes
obligated to any Indemnified Person pursuant hereto shall become a Claim for
which the Owner Trustee is entitled to indemnity from the Lessee.

         THE INDEMNITY OBLIGATIONS UNDERTAKEN BY THE OWNER TRUSTEE PURSUANT TO
THIS SECTION 11.9 ARE IN ALL RESPECTS SUBJECT TO THE LIMITATIONS ON LIABILITY
REFERENCED IN SECTION 12.10.

                           SECTION 12. MISCELLANEOUS.

         12.1.    SURVIVAL OF AGREEMENTS.

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

         12.2.    NO BROKER, ETC.

         Each of the parties hereto represents to the others that it has not
retained or employed any broker, finder or financial adviser to act on its
behalf in connection with this Agreement, nor has it authorized any broker,
finder or financial adviser retained or employed by any other Person so to act.
Any party who is in breach of this representation shall indemnify and hold the
other parties harmless from and against any liability arising out of such breach
of this representation.

         12.3.    NOTICES.

         All notices required or permitted to be given under any Operative
Agreement shall be in writing. Notices may be served by certified or registered
mail, postage paid with return receipt


                                       55
<PAGE>

requested; by private courier, prepaid; by telex, facsimile, or other
telecommunication device capable of transmitting or creating a written record;
or personally. Mailed notices shall be deemed delivered five (5) days after
mailing, properly addressed. Couriered notices shall be deemed delivered when
delivered as addressed, or if the addressee refuses delivery, when presented for
delivery notwithstanding such refusal. Telex or telecommunicated notices shall
be deemed delivered when receipt is either confirmed by confirming transmission
equipment or acknowledged by the addressee or its office. Personal delivery
shall be effective when accomplished. Unless a party changes its address by
giving notice to the other party as provided herein, notices shall be delivered
to the parties at the following addresses:

         If to the Construction Agent or the Lessee, to such entity at the
following addresses:

                  Province Healthcare Company
                  105 Westwood Place, Suite 400
                  Brentwood, Tennessee 37027
                  Attention: Vice President - Finance
                  Telephone: (615) 370-1377
                  Telecopy: (615) 370-1259

         with a copy (which shall not constitute notice) to:

                  Waller Lansden Dortch & Davis PLLC
                  Nashville City Center
                  511 Union Street, Suite 2100
                  Nashville, Tennessee 37219-1760
                  Attention: Robert L. Harris
                  Telephone: (615) 252-2467
                  Telecopy: (615) 244-6804

         If to any Guarantor, to such entity in care of the Lessee at the
above-referenced address.

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

                  Wells Fargo Bank Northwest, National Association
                  79 South Main Street
                  Salt Lake City, Utah 84111
                  Attention: Val T. Orton
                             Vice President
                  Telephone: (801) 246-5300
                  Telecopy: (801) 246-5053

         If to the Holders, to each such Holder at the address set forth for
such Holder on Schedule I of the Trust Agreement.


                                       56
<PAGE>

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

                  First Union National Bank
                  c/o Wachovia Securities, Inc.
                  301 South College Street, TW-14
                  Charlotte, North Carolina 28288-5604
                  Attention: Gabrielle Altschuler
                  Telephone: (704) 383-1967
                  Telecopy: (704) 383-8108

         with a copy (which shall not constitute notice) to:

                  First Union National Bank
                  Charlotte Plaza Building, CP-23
                  201 South College Street
                  Charlotte, North Carolina 28288-0680
                  Attention: Syndication Agency Services
                  Telephone: (704) 374-2698
                  Telecopy: (704) 383-0288

         with a copy (which shall not constitute notice) to:

                  First Union National Bank
                  Healthcare Portfolio Management
                  301 South College Street, DC-5
                  Charlotte, North Carolina  28288-0760
                  Attention: Doug Davis
                  Telephone: (704) 715-2370
                  Telecopy: (704) 374-4793

         If to any Lender, to it at the address set forth for such Lender in
Schedule 1.1 of the Credit Agreement.

         From time to time any party may designate additional parties and/or
another address for notice purposes by notice to each of the other parties
hereto. Each notice hereunder shall be effective upon receipt or refusal
thereof.

         12.4.    COUNTERPARTS.

         This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute but one (1) and the same
instrument.


                                       57
<PAGE>

         12.5.    TERMINATIONS, AMENDMENTS, WAIVERS, ETC.; UNANIMOUS VOTE
                  MATTERS.

         Each Operative Agreement may be terminated, amended, supplemented,
waived or modified only by an instrument in writing signed by, subject to
Article VIII of the Trust Agreement regarding termination of the Trust
Agreement, the Majority Secured Parties and each Credit Party (to the extent
such Credit Party is a party to such Operative Agreement). In addition, (a) the
Unanimous Vote Matters shall require the consent of each Lender and each Holder
and (b) any provision of any Operative Agreement incorporated by reference or
otherwise referenced in a second Operative Agreement shall remain, respecting
such second Operative Agreement, in its original form without regard to any such
termination, amendment, supplement, waiver or modification in the first
Operative Agreement except if such has been agreed to by an instrument in
writing signed by, subject to Article VIII of the Trust Agreement regarding
termination of the Trust Agreement, the Majority Secured Parties and each Credit
Party (to the extent such Credit Party is a party to such Operative Agreement).

         Notwithstanding the foregoing, no such termination, amendment,
supplement, waiver or modification shall, without the consent of the Agent and,
to the extent affected thereby, each Lender and each Holder (collectively, the
"Unanimous Vote Matters") (i) reduce the amount of any Note or any Certificate,
extend the scheduled date of maturity of any Note, extend the scheduled
Expiration Date, extend any payment date of any Note or Certificate, reduce the
stated rate of interest payable on any Note, reduce the stated Holder Yield
payable on any Certificate (other than as a result of waiving the applicability
of any post-default increase in interest rates or Holder Yields), modify the
priority of any Lien in favor of the Agent under any Security Document,
subordinate any obligation owed to any Lender or Holder, reduce any Lender
Commitment Fees or any Holder Commitment Fees payable under the Participation
Agreement, extend the scheduled date of payment of any Lender Commitment Fees or
any Holder Commitment Fees or increase the amount or extend the expiration date
of any Lender's Commitment or the Holder Commitment of any Holder, or (ii)
terminate, amend, supplement, waive or modify any provision of this Section 12.5
or reduce the percentages specified in the definitions of Majority Lenders,
Majority Holders or Majority Secured Parties, or consent to the assignment or
transfer by the Owner Trustee of any of its rights and obligations under any
Credit Document or release a material portion of the Collateral (except in
accordance with Section 8.8) or release any Credit Party from its obligations
under any Operative Agreement or otherwise alter any payment obligations of any
Credit Party to the Lessor or any Financing Party under the Operative
Agreements, or (iii) terminate, amend, supplement, waive or modify any provision
of Section 7 of the Credit Agreement, or (iv) permit Advances for Work in excess
of the Construction Budget, or (v) eliminate the automatic option under Section
5.3(b) of the Agency Agreement requiring that the Construction Agent pay certain
liquidated damages in exchange for the conveyance of a Property to the
Construction Agent. Any such termination, amendment, supplement, waiver or
modification shall apply equally to each of the Lenders and the Holders and
shall be binding upon all the parties to this Agreement. In the case of any
waiver, each party to this Agreement shall be restored to its former position
and rights under the Operative Agreements, and any Default or Event of Default
waived shall be deemed to be cured and not continuing; but no such waiver shall
extend to any subsequent or other Default or Event of Default, or impair any
right consequent thereon.


                                       58
<PAGE>

         If at a time when the conditions precedent set forth in the Operative
Agreements to any Loan are, in the opinion of the Majority Lenders, satisfied,
any Lender shall fail to fulfill its obligations to make such Loan (any such
Lender, a "Defaulting Lender") then, for so long as such failure shall continue,
the Defaulting Lender shall (unless the Lessee and the Majority Lenders,
determined as if the Defaulting Lender were not a "Lender", shall otherwise
consent in writing) be deemed for all purposes relating to terminations,
amendments, supplements, waivers or modifications under the Operative Agreements
to have no Loans, shall not be treated as a "Lender" when performing the
computation of Majority Lenders or Majority Secured Parties, and shall have no
rights under this Section 12.5; provided that any action taken pursuant to the
second paragraph of this Section 12.5 shall not be effective as against the
Defaulting Lender.

         If at a time when the conditions precedent set forth in the Operative
Agreements to any Holder Advance are, in the opinion of the Majority Holders,
satisfied, any Holder shall fail to fulfill its obligations to make such Holder
Advance (any such Holder, a "Defaulting Holder") then, for so long as such
failure shall continue, the Defaulting Holder shall (unless the Lessee and the
Majority Holders, determined as if the Defaulting Holder were not a "Holder",
shall otherwise consent in writing) be deemed for all purposes relating to
terminations, amendments, supplements, waivers or modifications under the
Operative Agreements to have no Holder Advances, shall not be treated as a
"Holder" when performing the computation of Majority Holders or Majority Secured
Parties, and shall have no rights under this Section 12.5; provided that any
action taken pursuant to the second paragraph of this Section 12.5 shall not be
effective as against the Defaulting Holder.

         12.6.    HEADINGS, ETC.

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

         12.7.    PARTIES IN INTEREST.

         Except as expressly provided herein, none of the provisions of this
Agreement are intended for the benefit of any Person except the parties hereto.

         12.8.    GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY
                  TRIAL; VENUE; ARBITRATION.

                  (a)      THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
         PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED, INTERPRETED AND
         ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA.
         Any legal action or proceeding with respect to this Agreement or any
         other Operative Agreement may be brought in the courts of the State of
         North Carolina in Mecklenburg County or of the United States for the
         Western District of North Carolina and, by execution and delivery of
         this Agreement, each of the parties to this Agreement hereby
         irrevocably accepts for itself and in respect of its property,
         generally and unconditionally, the nonexclusive jurisdiction of such
         courts. Each of the


                                       59
<PAGE>

         parties to this Agreement further irrevocably consents to the service
         of process out of any of the aforementioned courts in any such action
         or proceeding by the mailing of copies thereof by registered or
         certified mail, postage prepaid, to it at the address set out for
         notices pursuant to Section 12.3, such service to become effective
         three (3) days after such mailing. Nothing herein shall affect the
         right of any party to serve process in any other manner permitted by
         Law or to commence legal proceedings or to otherwise proceed against
         any party in any other jurisdiction.

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

                  (c)      Each of the parties to this Agreement hereby
         irrevocably waives any objection which it may now or hereafter have to
         the laying of venue of any of the aforesaid actions or proceedings
         arising out of or in connection with this Agreement or any other
         Operative Agreement brought in the courts referred to in subsection (a)
         above and hereby further irrevocably waives and agrees not to plead or
         claim in any such court that any such action or proceeding brought in
         any such court has been brought in an inconvenient forum.

                  (d)      Notwithstanding the provisions of Section 12.8(a) or
         of any other Operative Agreement to the contrary, upon demand of any
         party to this Agreement and/or any other Operative Agreement, whether
         made before or within three (3) months after institution of any
         judicial proceeding, any dispute, claim or controversy arising out of,
         connected with or relating to this Agreement and/or any other Operative
         Agreement between or among parties to this Agreement and/or any other
         Operative Agreement ("Disputes") shall be resolved by binding
         arbitration as provided herein. Institution of a judicial proceeding by
         a party does not waive the right of that party to demand arbitration
         hereunder. Disputes may include without limitation tort claims,
         counterclaims, disputes as to whether a matter is subject to
         arbitration, claims brought as class actions, claims arising from
         agreements executed in the future, or claims arising out of or
         connected with the transaction reflected by this Agreement and/or any
         other Operative Agreement.

                  Arbitration shall be conducted under and governed by the
         Commercial Financial Disputes Arbitration Rules (the "Arbitration
         Rules") of the American Arbitration Association (the "AAA") and Title 9
         of the United States Code. All arbitration hearings shall be conducted
         in Charlotte, North Carolina. A hearing shall begin within ninety (90)
         days of demand for arbitration and all hearings shall be concluded
         within one hundred twenty (120) days of demand for arbitration. These
         time limitations may not be extended unless a party shows cause for
         extension and then no more than a total extension of sixty (60) days.
         The expedited procedures set forth in Rule 51 et seq. of the
         Arbitration Rules shall be applicable to claims of less than
         $1,000,000. All applicable statutes of limitation shall apply to any
         Dispute. A judgment upon the award may be entered in any court having
         jurisdiction. The panel from which all arbitrators are selected shall
         be comprised


                                       60
<PAGE>

         of licensed attorneys selected from the Commercial Financial Disputes
         Arbitration Panel of the AAA. The single arbitrator selected for
         expedited procedure shall be a retired judge from the highest court of
         general jurisdiction, state or federal, of the state where the hearing
         will be conducted or if such person is not available to serve, the
         single arbitrator may be a licensed attorney. Notwithstanding the
         foregoing, this arbitration provision does not apply to disputes under
         or related to swap agreements.

                  Notwithstanding the immediately preceding binding arbitration
         provisions, the parties to this Agreement and/or any other Operative
         Agreement agree to preserve, without diminution, certain remedies that
         the Agent on behalf of the Lenders and the Holders may employ or
         exercise freely, independently or in connection with an arbitration
         proceeding or after an arbitration action is brought. The Agent on
         behalf of the Lenders and the Holders shall have the right to proceed
         in any court of proper jurisdiction or by self-help to exercise or
         prosecute the following remedies, as applicable (i) all rights to
         foreclose against any real or personal property or other security by
         exercising a power of sale granted under any Operative Agreement or
         under applicable Law or by judicial foreclosure and sale, including
         without limitation a proceeding to confirm the sale; (ii) all rights of
         self-help including without limitation peaceful occupation of real
         property and collection of rents, set-off and peaceful possession of
         personal property; (iii) obtaining provisional or ancillary remedies
         including without limitation injunctive relief, sequestration,
         garnishment, attachment, appointment of receiver and filing an
         involuntary bankruptcy proceeding; and (iv) when applicable, a judgment
         by confession of judgment. Preservation of these remedies does not
         limit the power of an arbitrator to grant similar remedies that may be
         requested by a party in a Dispute.

                  The parties to this Agreement and/or any other Operative
         Agreement agree that they shall not have a remedy of special, punitive
         or exemplary damages against any other party in any Dispute and hereby
         waive any right or claim to special, punitive or exemplary damages they
         have now or which may arise in the future in connection with any
         Dispute whether the Dispute is resolved by arbitration or judicially.

                  By execution and delivery of this Agreement and/or any other
         Operative Agreement, each of the parties hereto and/or thereto accepts,
         for itself and in connection with its properties, generally and
         unconditionally, the non-exclusive jurisdiction relating to any
         arbitration proceedings conducted under the Arbitration Rules in
         Charlotte, North Carolina and irrevocably agrees to be bound by any
         final judgment rendered thereby in connection with this Agreement
         and/or any other Operative Agreement from which no appeal has been
         taken or is available.

         12.9.    SEVERABILITY.

         Any provision of this Agreement that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or


                                       61
<PAGE>

unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

         12.10.   LIABILITY LIMITED.

                  (a)      The Lenders, the Agent, the Credit Parties, the Owner
         Trustee and the Holders each acknowledge and agree that the Owner
         Trustee is (except as otherwise expressly provided herein or therein)
         entering into this Agreement and the other Operative Agreements to
         which it is a party (other than the Trust Agreement and to the extent
         otherwise provided in Section 6.2 of this Agreement), solely in its
         capacity as trustee under the Trust Agreement and not in its individual
         capacity and that the Trust Company shall not be liable or accountable
         under any circumstances whatsoever in its individual capacity for or on
         account of any statements, representations, warranties, covenants or
         obligations stated to be those of the Owner Trustee, except for its own
         gross negligence or willful misconduct and as otherwise expressly
         provided herein or in the other Operative Agreements.

                  (b)      Anything to the contrary contained in this Agreement,
         the Credit Agreement, the Notes or in any other Operative Agreement
         notwithstanding, no Exculpated Person shall be personally liable in any
         respect for any liability or obligation arising hereunder or in any
         other Operative Agreement including without limitation the payment of
         the principal of, or interest on, the Notes, or for monetary damages
         for the breach of performance of any of the covenants contained in the
         Credit Agreement, the Notes, this Agreement, the Security Agreement or
         any of the other Operative Agreements. The Lenders, the Holders and the
         Agent agree that, in the event any remedies under any Operative
         Agreement are pursued, neither the Lenders, the Holders nor the Agent
         shall have any recourse against any Exculpated Person, for any
         deficiency, loss or Claim for monetary damages or otherwise resulting
         therefrom and recourse shall be had solely and exclusively against the
         Trust Estate (excluding Excepted Payments) and the Credit Parties (with
         respect to the Credit Parties' obligations under the Operative
         Agreements); but nothing contained herein shall be taken to prevent
         recourse against or the enforcement of remedies against the Trust
         Estate (excluding Excepted Payments) in respect of any and all
         liabilities, obligations and undertakings contained herein and/or in
         any other Operative Agreement. Notwithstanding the provisions of this
         Section, nothing in any Operative Agreement shall: (i) constitute a
         waiver, release or discharge of any indebtedness or obligation
         evidenced by the Notes and/or the Certificates arising under any
         Operative Agreement or secured by any Operative Agreement, but the same
         shall continue until paid or discharged; (ii) relieve any Exculpated
         Person from liability and responsibility for (but only to the extent of
         the damages arising by reason of): active waste knowingly committed by
         any Exculpated Person with respect to any Property, any fraud, gross
         negligence or willful misconduct on the part of any Exculpated Person;
         (iii) relieve any Exculpated Person from liability and responsibility
         for (but only to the extent of the moneys misappropriated, misapplied
         or not turned over) (A) except for Excepted Payments, misappropriation
         or misapplication by the Lessor (i.e., application in a manner contrary
         to any of the Operative Agreements) of any insurance proceeds or
         condemnation award paid or delivered to the Lessor by any Person other
         than the Agent, (B) except for


                                       62
<PAGE>

         Excepted Payments, any deposits or any escrows or amounts owed by the
         Construction Agent under the Agency Agreement held by the Lessor or (C)
         except for Excepted Payments, any rent or other income received by the
         Lessor from any Credit Party that is not turned over to the Agent; or
         (iv) affect or in any way limit the Agent's rights and remedies under
         any Operative Agreement with respect to the Rents and rights and powers
         of the Agent under the Operative Agreements or to obtain a judgment
         against the Lessee's interest in the Properties or the Agent's rights
         and powers to obtain a judgment against the Lessor or any Credit Party
         (provided, that no deficiency judgment or other money judgment shall be
         enforced against any Exculpated Person except to the extent of the
         Lessor's interest in the Trust Estate (excluding Excepted Payments) or
         to the extent the Lessor may be liable as otherwise contemplated in
         clauses (ii) and (iii) of this Section 12.10(b)).

         12.11.   RIGHTS OF THE CREDIT PARTIES.

         If at any time all obligations (i) of the Owner Trustee under the
Credit Agreement, the Security Documents and the other Operative Agreements and
(ii) of the Credit Parties under the Operative Agreements have in each case been
satisfied or discharged in full, then the Credit Parties shall be entitled to
(a) terminate the Lease and the guaranty obligations under Section 6B and (b)
receive all amounts then held under the Operative Agreements and all proceeds
with respect to any of the Properties. Upon the termination of the Lease and
Section 6B pursuant to the foregoing clause (a), the Lessor shall transfer to
the Lessee (or its designee) all of its right, title and interest free and clear
of the Lien of the Lease, the Lien of the Security Documents and all Lessor
Liens in and to any Properties then subject to the Lease and any amounts or
proceeds referred to in the foregoing clause (b) shall be paid over to the
Lessee.

         12.12.   FURTHER ASSURANCES.

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

         12.13.   CALCULATIONS UNDER OPERATIVE AGREEMENTS.

         The parties hereto agree that all calculations and numerical
determinations to be made under the Operative Agreements by the Owner Trustee
shall be made by the Agent and that such


                                       63
<PAGE>

calculations and determinations shall be conclusive and binding on the parties
hereto in the absence of manifest error.

         12.14.   CONFIDENTIALITY.

         Each Financing Party severally agrees to use reasonable efforts to keep
confidential all non-public information pertaining to any Credit Party or any of
its Subsidiaries which is provided to it by any Credit Party or any of its
Subsidiaries and which an officer of any Credit Party or any of its Subsidiaries
has requested in writing be kept confidential, and shall not intentionally
disclose such information to any Person except:

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

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

                  (c)      to counsel, auditors or accountants retained by any
         such Person or any Affiliates of any such Person (if such Affiliates
         are permitted to receive such information pursuant to clause (f) or (g)
         below), provided they agree to keep such information confidential as if
         such Person or Affiliate were party to this Agreement and to financial
         institution regulators, including examiners of any Financing Party or
         any Affiliate thereof in the course of examinations of such Persons;

                  (d)      in connection with any litigation or the enforcement
         or preservation of the rights of any Financing Party under the
         Operative Agreements;

                  (e)      to the extent required by any applicable statute,
         rule or regulation or court order (including without limitation, by way
         of subpoena) or pursuant to the request of any regulatory or
         Governmental Authority having jurisdiction over any such Person;
         provided, however, that such Person shall endeavor (if not otherwise
         prohibited by Law) to notify the Lessee prior to any disclosure made
         pursuant to this clause (e), except that no such Person shall be
         subject to any liability whatsoever for any failure to so notify the
         Lessee;

                  (f)      any Financing Party may disclose such information to
         another Financing Party or to any Affiliate of a Financing Party that
         is a direct or indirect owner of any Financing Party;

                  (g)      any Financing Party may disclose such information to
         an Affiliate of any Financing Party to the extent required in
         connection with the transactions contemplated hereby or to the extent
         such Affiliate is involved in, or provides advice or assistance to such
         Person with respect to, such transactions (provided, in each case that
         such Affiliate


                                       64
<PAGE>

         has agreed in writing to maintain confidentiality as if it were such
         Financing Party (as the case may be)); or

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

         Subject to the terms of Sections 12.14(a), (b), (d) and (e) under the
terms of any one or more of which circumstances disclosure shall be permitted,
each Financing Party severally agrees to use reasonable efforts to keep
confidential all non-public information pertaining to the financing structure
described in the unrecorded Operative Agreements.

         12.15.   FINANCIAL REPORTING/TAX CHARACTERIZATION.

         Lessee agrees to obtain advice from its own accountants and tax counsel
regarding the financial reporting treatment and the tax characterization of the
transactions described in the Operative Agreements. Lessee further agrees that
Lessee shall not rely upon any statement of any Financing Party or any of their
respective Affiliates and/or Subsidiaries regarding any such financial reporting
treatment and/or tax characterization.

         12.16.   SET-OFF.

         In addition to any rights now or hereafter granted under applicable Law
and not by way of limitation of any such rights, upon and after the occurrence
of any Event of Default and during the continuance thereof, the Lenders, the
Holders, their respective Affiliates and any assignee or participant of a Lender
or a Holder in accordance with the applicable provisions of the Operative
Agreements are hereby authorized by the Credit Parties at any time or from time
to time, without notice to the Credit Parties or to any other Person, any such
notice being hereby expressly waived, to set-off and to appropriate and to apply
any and all deposits (general or special, time or demand, including without
limitation indebtedness evidenced by certificates of deposit, whether matured or
unmatured) and any other indebtedness at any time held or owing by the Lenders,
the Holders, their respective Affiliates or any assignee or participant of a
Lender or a Holder in accordance with the applicable provisions of the Operative
Agreements to or for the credit or the account of any Credit Party against and
on account of the obligations of any Credit Party under the Operative Agreements
irrespective of whether or not (a) the Lenders or the Holders shall have made
any demand under any Operative Agreement or (b) the Agent shall have declared
any or all of the obligations of any Credit Party under the Operative Agreements
to be due and payable and although such obligations shall be contingent or
unmatured. NOTWITHSTANDING THE FOREGOING, NEITHER THE AGENT NOR ANY OTHER
FINANCING PARTY SHALL EXERCISE, OR ATTEMPT TO EXERCISE, ANY RIGHT OF


                                       65
<PAGE>

SETOFF, BANKER'S LIEN, OR THE LIKE, AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF
ANY CREDIT PARTY HELD BY THE AGENT OR ANY OTHER FINANCING PARTY, WITHOUT THE
PRIOR WRITTEN CONSENT OF THE MAJORITY SECURED PARTIES, AND ANY FINANCING PARTY
VIOLATING THIS PROVISION SHALL INDEMNIFY THE AGENT AND THE OTHER FINANCING
PARTIES FROM ANY AND ALL COSTS, EXPENSES, LIABILITIES AND DAMAGES RESULTING
THEREFROM. The contractual restriction on the exercise of setoff rights provided
in the foregoing sentence is solely for the benefit of the Agent and the
Financing Parties and may not be enforced by any Credit Party.

                            [signature pages follow]


                                       66
<PAGE>

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

                           PROVINCE HEALTHCARE COMPANY, as the
                           Construction Agent and as the Lessee



                           By: /s/ Christopher T. Hannon
                              --------------------------------------
                           Name: Christopher T. Hannon
                                ------------------------------------
                           Title: Vice President/Assistant Treasurer
                                 -----------------------------------

                           BRIM HEALTHCARE, INC.
                           BRIM HOSPITALS, INC.
                           CARE HEALTH COMPANY, INC.
                           MEXIA-PRINCIPAL, INC.
                           PALESTINE-PRINCIPAL G.P., INC.
                           PALESTINE-PRINCIPAL, INC.
                           PHC-BELLE GLADE, INC.
                           PHC-CLEVELAND, INC.
                           PHC-ELKO, INC.
                           PHC-KNOX, INC.
                           PHC-LAKE HAVASU, INC.
                           PHC-NEVADA, INC.
                           PHC-PALESTINE, INC.
                           PHC-PENNSYLVANIA, INC.
                           PHC-TENNESSEE, INC.
                           PRHC-ENNIS G.P., INC.
                           PRINCIPAL HOSPITAL COMPANY OF
                                  NEVADA, INC.
                           PRINCIPAL-NEEDLES, INC.



                           By: /s/ Christopher T. Hannon
                              ---------------------------------
                           Name:  Christopher T. Hannon
                           Title: Vice President/Assistant Treasurer


                           PHC-DOCTORS' HOSPITAL, INC.
                           PHC-EUNICE, INC.
                           PHC-LAKEWOOD, INC.
                           PHC-LOUISIANA, INC.
                           PHC-MORGAN LAKE, INC.
                           PHC-MINDEN G.P., INC.



                           By: /s/ Christopher T. Hannon
                              ---------------------------------
                           Name:    Christopher T. Hannon
                           Title:   Vice President/Treasurer
<PAGE>

                           MEXIA PRINCIPAL HEALTHCARE
                           LIMITED PARTNERSHIP

                           By:  Mexia-Principal, Inc., its General Partner



                                By: /s/ Christopher T. Hannon
                                   ----------------------------------------
                                Name:  Christopher T. Hannon
                                Title: Vice President/Assistant Treasurer

                           PALESTINE PRINCIPAL HEALTHCARE
                           LIMITED PARTNERSHIP

                           By:  Palestine-Principal G.P., Inc., its General
                                Partner



                                By: /s/ Christopher T. Hannon
                                   ----------------------------------------
                                Name:  Christopher T. Hannon
                                Title: Vice President/Assistant Treasurer

                           PHC-ASHLAND, L.P.

                           By:  PHC-Tennessee, Inc., its General Partner



                                By: /s/ Christopher T. Hannon
                                   ----------------------------------------
                                Name:  Christopher T. Hannon
                                Title: Vice President/Assistant Treasurer


                           PHC-MINDEN, L.P.

                           By:  PHC-Minden G.P., Inc., its General Partner



                                By: /s/ Christopher T. Hannon
                                   ----------------------------------------
                                Name:  Christopher T. Hannon
                                Title: Vice President/Treasurer
<PAGE>

                           PHC-MORGAN CITY, L.P.

                           By:  PHC-Morgan Lake, Inc., its General Partner



                                By: /s/ Christopher T. Hannon
                                   -----------------------------------------
                                Name:  Christopher T. Hannon
                                Title: Vice President/Treasurer

                           PHC-OPELOUSAS, L.P.

                           By:  PHC-Doctors' Hospital, Inc., its General
                                Partner



                                By: /s/ Christopher T. Hannon
                                   -----------------------------------------
                                Name:  Christopher T. Hannon
                                Title: Vice President/Treasurer


                           PRHC-ENNIS, L.P.

                           By:  PRHC-Ennis G.P., Inc., its General Partner



                                By: /s/ Christopher T. Hannon
                                   -----------------------------------------
                                Name:  Christopher T. Hannon
                                Title: Vice President/Assistant Treasurer


                           PHC-CHARLESTON, LP

                           By:  PHC-Indiana, Inc., its General Partner



                                By: /s/ Christopher T. Hannon
                                   -----------------------------------------
                                Name:  Christopher T. Hannon
                                Title: Vice President/Treasurer


                           PHC HOSPITALS, LLC

                           By:  Province Healthcare Company, its sole Member



                                By: /s/ Christopher T. Hannon
                                   -----------------------------------------
                                Name:  Christopher T. Hannon
                                Title: Vice President-Finance
<PAGE>

                           PHC-INDIANA, INC.



                                By: /s/ Christopher T. Hannon
                                   -----------------------------------------
                                Name:  Christopher T. Hannon
                                Title: Vice President-Finance


                           PHC-RIPLEY, LLC

                           By:  PHC Hospitals, LLC, its sole Member

                           By:  Province Healthcare Company, its sole Member



                                By: /s/ Christopher T. Hannon
                                   -----------------------------------------
                                Name:  Christopher T. Hannon
                                Title: Vice President-Finance

                           PRHC-ALABAMA, LLC

                           By:  Province Healthcare Company, its sole Member



                                By: /s/ Christopher T. Hannon
                                   -----------------------------------------
                                Name:  Christopher T. Hannon
                                Title: Vice President-Finance

                           PRINCIPAL KNOX, L.L.C.

                           By:  Principal Knox, L.P., its Member

                           By:  PHC Knox, Inc., its General Partner




                                By: /s/ Christopher T. Hannon
                                   -----------------------------------------
                                Name:  Christopher T. Hannon
                                Title: Vice President/Assistant Treasurer

                           [Signature pages continued]
<PAGE>

                           PRINCIPAL KNOX, L.P.

                           By:  PHC-Knox, Inc., its General Partner



                                By: /s/ Christopher T. Hannon
                                   -----------------------------------------
                                Name:  Christopher T. Hannon
                                Title: Vice President/Assistant Treasurer



                           -------------------------------------------------
                           Witness



                           -------------------------------------------------
                           Witness

                           PHC-WEST GROVE, L.P.

                           By:  PHC-Pennsylvania, Inc., its general partner



                                By: /s/ Christopher T. Hannon
                                   -----------------------------------------
                                Name:  Christopher T. Hannon
                                Title: Vice President/Assistant Treasurer

                           [Signature pages continued]
<PAGE>
                           WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,
                           (formerly known as First Security Bank, National
                           Association) not individually, except as expressly
                           stated herein, but solely as the Owner Trustee under
                           the PHC Real Estate Trust 1998-1, as the Owner
                           Trustee and as the Lessor



                           By: /s/ C. Scott Nielsen
                              -------------------------------------------------
                           Name: C. Scott Nielsen
                                -----------------------------------------------
                           Title: Vice President
                                 ----------------------------------------------

                           [Signature pages continued]
<PAGE>

                           FIRST UNION NATIONAL BANK, as a Holder,
                           as a Lender and as the Agent



                           By: /s/ Doug Davis
                              ------------------------------------
                           Name: Doug Davis
                                ----------------------------------
                           Title:
                                 ---------------------------------

                           [Signature pages continued]
<PAGE>

                           BANK OF AMERICA, N.A., as a Holder, as a
                           Lender, as the Syndication Agent and as a Co-Lead
                           Arranger



                           By: /s/ Elizabeth L. Knox
                              ----------------------------------------------
                           Name: Elizabeth L. Knox
                                --------------------------------------------
                           Title: SVP
                                 -------------------------------------------

                           [Signature pages continued]
<PAGE>

                           UBS AG, STAMFORD BRANCH, as a Holder
                           and as a Lender



                           By: /s/ Wilfred V. Saint
                              ------------------------------------
                           Name: Wilfred V. Saint
                                ----------------------------------
                           Title: Associate Director
                                 ---------------------------------



                           By: /s/ Susan Brunner
                              ------------------------------------
                           Name: Susan Brunner
                                ----------------------------------
                           Title: Associate Director
                                 ---------------------------------

                           UBS WARBURG LLC, as a Co-Documentation
                           Agent



                           By: /s/ David A. Juge
                              ------------------------------------
                           Name: David A. Juge
                                ----------------------------------
                           Title: Managing Director
                                 ---------------------------------



                           By: /s/ Oliver O. Trumbo
                              ------------------------------------
                           Name: Oliver O. Trumbo
                                ----------------------------------
                           Title: Director
                                 ---------------------------------

                           [Signature pages continued]
<PAGE>
                           MERRILL LYNCH CAPITAL CORPORATION, as a Holder, as a
                           Lender and as a Co-Documentation Agent



                           By: /s/ Sheila McGuicuddy
                              -----------------------------------------
                           Name: Sheila McGuicuddy
                                ---------------------------------------
                           Title: Vice President
                                 --------------------------------------

                           [Signature pages continued]
<PAGE>

                           NATIONAL CITY BANK OF KENTUCKY, as a
                           Lender



                           By: /s/ Roderic M. Brown
                              ---------------------------------
                           Name: Roderic M. Brown
                                -------------------------------
                           Title: Senior Vice President
                                 ------------------------------

                           [Signature pages continued]
<PAGE>
                           U.S. BANK NATIONAL ASSOCIATION (f/k/a Firstar Bank,
                           National Association), as a Holder and as a Lender



                           By: /s/ L. Alex Blanc III
                              ------------------------------------------------
                           Name: L. Alex Blanc III
                                ----------------------------------------------
                           Title: Senior Vice President
                                 ---------------------------------------------

                           [Signature pages continued]
<PAGE>

                           BNP PARIBAS, as a Holder and as a Lender



                           By: /s/ Brock Harris
                              --------------------------------------
                           Name: Brock Harris
                                ------------------------------------
                           Title: Director
                                 -----------------------------------



                           By: /s/ Joseph D. Catarina
                              --------------------------------------
                           Name: Joseph D. Catarina
                                ------------------------------------
                           Title: Vice President -- Merchant Banking
                                 -----------------------------------

                           [Signature pages continued]
<PAGE>

                           SUNTRUST BANK, as a Holder and as a Lender



                           By: /s/ Brook Hubbard
                              ---------------------------------------
                           Name: Brook Hubbard
                                -------------------------------------
                           Title: Vice President
                                 ------------------------------------

                           [Signature pages continued]
<PAGE>

                           GENERAL ELECTRIC CAPITAL
                           CORPORATION, as a Lender



                           By: /s/ Gregory Hong
                              -----------------------------------
                           Name: Gregory Hong
                                ---------------------------------
                           Title: Duly Authorized Signatory
                                 --------------------------------

                           [Signature pages continued]
<PAGE>

                           AMSOUTH BANK, as a Holder and a Lender



                           By: /s/ Allison H. Jones
                              -----------------------------------
                           Name: Allison H. Jones
                                ---------------------------------
                           Title: Vice President
                                 --------------------------------

                           [Signature pages continued]
<PAGE>

                           LASALLE BANK NATIONAL ASSOCIATION,
                           as a Lender



                           By: /s/ Sara Rusker
                              -------------------------------
                           Name: Sara Rusker
                                -----------------------------
                           Title: Vice President
                                 ----------------------------

                              [Signature pages end]