<PAGE>   1
                                                                   EXHIBIT 10.70

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                                      LEASE

                                     between

                                SCOTIABANC INC.,

                                   AS LESSOR,

                                       and

                            LAM RESEARCH CORPORATION,

                                    AS LESSEE

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

                          Dated as of January 10, 2000

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


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<PAGE>   2


                                      LEASE
                                     BETWEEN
                                 SCOTIABANC INC.
                                       AND
                            LAM RESEARCH CORPORATION


               This LEASE (this "LEASE"), dated as of January 10, 2000, between
SCOTIABANC INC., having an office at 600 Peachtree Street NE, Suite 2700,
Atlanta, Georgia 30308, as lessor ("LESSOR"), and LAM RESEARCH CORPORATION, a
Delaware corporation, having its principal office at 4650 Cushing Parkway,
Fremont, California 94538, as lessee ("LESSEE").

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

                                           -

    -   DEFINITIONS. Capitalized terms used but not otherwise defined in this
        Lease have the respective meanings specified in Annex A to the
        Participation Agreement dated as of the date hereof among Lessee,
        Lessor, Agent and the Rent Purchasers named therein.
                                           -

    -   PROPERTY. Subject to the terms and conditions hereinafter set forth,
        Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor,
        the Property more fully described in Schedule 1 to the Lease Supplement.

    -   LEASE TERM.  The Property is leased for the Term, unless extended or
        earlier terminated in accordance with the provisions of this Lease.

    -   TITLE.  The Property is leased to Lessee without any representation or
        warranty, express or implied, by Lessor and subject to the rights of
        parties in possession, the existing state of title (including, without
        limitation, the Permitted Exceptions) and all applicable Legal
        Requirements. Lessee shall in no event have any recourse against Lessor
        for any defect in title to the Property except for the failure of Lessor
        to remove Lessor Liens at the expiration or earlier termination of this
        Lease.

    -   LEASE SUPPLEMENT. On the Funding Date, Lessee and Lessor shall each
        execute and deliver a Lease Supplement [Land] and Lease Supplement
        [Improvements] for the Property to be leased on such date in
        substantially the form of Exhibit A hereto and thereafter the Property
        shall be subject to the terms of this Lease.


                                       1.
<PAGE>   3

                                           -

    -   RENT.

    -   On each applicable Payment Date and on any date when this Lease shall
        terminate, Lessee shall pay Basic Rent for the Property.

    -   Basic Rent shall be due and payable in lawful money of the United States
        and shall be paid by wire transfer of immediately available funds on the
        due date therefor to such account or accounts at such bank or banks or
        to such other Person or in such other manner as Lessor shall from time
        to time direct.

    -   Neither Lessee's inability or failure to take possession of all, or any
        portion, of the Property when delivered by Lessor, nor Lessor's
        inability or failure to deliver all or any portion of the Property to
        Lessee, whether or not attributable to any act or omission of Lessee or
        any act or omission of Lessor, or for any other reason whatsoever, shall
        delay or otherwise affect Lessee's obligation to pay Rent in accordance
        with the terms of this Lease.

    -   PAYMENT OF BASIC RENT. Basic Rent shall be paid absolutely net to
        Lessor, so that this Lease shall yield to Lessor the full amount
        thereof, without setoff, deduction or reduction.

    -   SUPPLEMENTAL RENT.

    -   Lessee shall pay to Lessor or the Person entitled thereto any and all
        Supplemental Rent promptly as the same shall become due and payable, and
        if Lessee fails to pay any Supplemental Rent, Lessor shall have all
        rights, powers and remedies provided for herein or by law or equity or
        otherwise in the case of nonpayment of Basic Rent. Lessee shall pay to
        Lessor as Supplemental Rent, among other things, on demand, to the
        extent permitted by applicable Requirements of Law, interest at the
        applicable Overdue Rate on any installment of Basic Rent not paid when
        due for the period for which the same shall be overdue and on any
        payment of Supplemental Rent not paid when due or demanded by Lessor for
        the period from the due date or the date of any such demand, as the case
        may be, until the same shall be paid. The expiration or other
        termination of Lessee's obligations to pay Basic Rent hereunder shall
        not limit or modify the obligations of Lessee with respect to
        Supplemental Rent. Unless expressly provided otherwise in this Lease or
        any other Operative Agreement, in the event of any failure on the part
        of Lessee to pay and discharge any Supplemental Rent as and when due,
        Lessee shall also promptly pay and discharge any fine, penalty, interest
        or cost which may be assessed or added for nonpayment or late payment of
        such Supplemental Rent, all of which shall also constitute Supplemental
        Rent.

    -   Lessee shall make a payment of Supplemental Rent equal to the Maximum
        Residual Guarantee Amount in accordance with Section 21.1(c).


                                       2.
<PAGE>   4

    -   PERFORMANCE ON A NON-BUSINESS DAY. If any payment is required hereunder
        on a day that is not a Business Day, then such payment shall be due on
        the next succeeding Business Day (subject to the definition of the term
        "INTEREST PERIOD").

    -   METHOD OF PAYMENT. Each payment of Rent payable by Lessee to Lessor
        under this Lease or any other Operative Agreement shall be made by
        Lessee to Lessor prior to 10:00 a.m. Pacific Time to the Account in
        immediately available funds consisting of lawful currency of the United
        States of America on the date when such payment shall be due. Payments
        received after 10:00 a.m. Pacific Time on the date due shall for the
        purpose of Section 17.1 hereof be deemed received on such day; provided,
        however, that for the purposes of the second sentence of Section 3.3(a),
        such payments shall be deemed received on the next succeeding Business
        Day and shall accrue interest at the Overdue Rate as provided in such
        Section 3.3(a).

                                        -

    -   UTILITY CHARGES. Lessee shall pay, or cause to be paid, all charges for
        electricity, power, gas, oil, water, telephone, sanitary sewer service
        and all other rents and utilities used in or on the Property during the
        Term. Lessee shall be entitled to receive any credit or refund with
        respect to any utility charge paid by Lessee and the amount of any
        credit or refund received by Lessor on account of any utility charges
        paid by Lessee, net of the costs and expenses incurred by Lessor in
        obtaining such credit or refund, shall be promptly paid over to Lessee.
        All charges for utilities imposed with respect to the Property for a
        billing period during which this Lease expires or terminates shall be
        adjusted and prorated on a daily basis between Lessor and Lessee, and
        each party shall pay or reimburse the other for each party's pro rata
        share thereof.

                                        -

    -   QUIET ENJOYMENT. So long as no Event of Default shall have occurred and
        be continuing, Lessee shall peaceably and quietly have, hold and enjoy
        the Property for the Term, free of any claim or other action by Lessor
        or anyone rightfully claiming by, through or under Lessor with respect
        to any matters arising from and after the Closing Date. Such right of
        quiet enjoyment is independent of, and shall not affect the rights of
        Lessor (or anyone claiming by, through or under Lessor) otherwise to
        initiate legal action to enforce, the obligations of Lessee under this
        Lease.

                                           -

    -   NET LEASE; NO SETOFF; ETC.  This Lease shall constitute a net lease and,
        notwithstanding any other provision of this Lease, it is intended that
        Basic Rent and Supplemental Rent shall be paid without counterclaim,
        setoff, deduction or defense of any kind and without abatement,
        suspension, deferment, diminution or reduction of any kind, and Lessee's
        obligation to pay all such amounts, throughout the Term, is absolute and
        unconditional. The obligations and liabilities of Lessee hereunder shall
        in no way be released, discharged or otherwise affected for any reason,
        including, without limitation, to the maximum extent permitted by law:
        (a) any defect in the condition, merchantability,


                                       3.

<PAGE>   5

        design, construction, quality or fitness for use of any portion of the
        Property, or any failure of the Property to comply with all Legal
        Requirements, including any inability to occupy or use the Property by
        reason of such noncompliance; (b) any damage to, abandonment, loss,
        contamination of or Release from or destruction of or any requisition or
        taking of the Property or any part thereof, including eviction; (c) any
        restriction, prevention or curtailment of or interference with any use
        of the Property or any part thereof, including eviction; (d) any defect
        in title to or rights to the Property or any Lien on such title or
        rights or on the Property; (e) any change, waiver, extension, indulgence
        or other action or omission or breach in respect of any obligation or
        liability of or by Lessor or any Rent Purchaser; (f) any bankruptcy,
        insolvency, reorganization, composition, adjustment, dissolution,
        liquidation or other like proceedings relating to Lessee, Lessor, Agent
        or any Rent Purchaser, or any action taken with respect to this Lease by
        any trustee or receiver of Lessee, Lessor, Agent any Rent Purchaser or
        any other Person, or by any court, in any such proceeding; (g) any claim
        that Lessee has or might have against any Person, including, without
        limitation, Lessor, Agent or any Rent Purchaser; (h) any failure on the
        part of Lessor to perform or comply with any of the terms of this Lease,
        any other Operative Agreement or of any other agreement; (i) any
        invalidity, unenforceability or disaffirmance against or by Lessee of
        this Lease, or any of the other Operative Agreements, or any provision
        hereof or thereof; (j) the impossibility or illegality of performance by
        Lessee, Lessor or either of them; (k) any action by any court,
        administrative agency or other Governmental Authority; (l) any
        restriction, prevention or curtailment of or any interference with the
        construction on or any use of the Property or any part thereof; or (m)
        any other occurrence whatsoever, whether similar or dissimilar to the
        foregoing, whether or not Lessee shall have notice or knowledge of any
        of the foregoing. This Lease shall be noncancellable by Lessee for any
        reason whatsoever except as expressly provided herein, and Lessee, to
        the extent permitted by Legal Requirements, waives all rights now or
        hereafter conferred by statute or otherwise to quit, terminate or
        surrender this Lease, or to any diminution, abatement or reduction of
        Rent payable by Lessee hereunder. If for any reason whatsoever this
        Lease shall be terminated in whole or in part by operation of law or
        otherwise, except as otherwise expressly provided herein, Lessee shall,
        unless prohibited by any Requirements of Law, nonetheless pay to Lessor
        (or, in the case of Supplemental Rent, to whomsoever shall be entitled
        thereto) an amount equal to each Rent payment at the time and in the
        manner that such payment would have become due and payable under the
        terms of this Lease if it had not been terminated in whole or in part,
        and in such case, so long as such payments are made and no Event of
        Default shall have occurred and be continuing, Lessor will deem this
        Lease to have remained in effect. Each payment of Rent made by Lessee
        hereunder shall be final and, absent manifest error in the computation
        of the amount thereof, Lessee shall not seek or have any right to
        recover all or any part of such payment from Lessor or any Rent
        Purchaser or any party to any agreements related thereto for any reason
        whatsoever. Lessee assumes the sole responsibility for the condition,
        use, operation, maintenance and management of the Property and Lessor
        shall have no responsibility in respect thereof or any liability for
        damage to the property of Lessee or any subtenant of Lessee on any
        account or for any reason whatsoever. Nothing in this Article 6 shall
        relieve Lessor from liability to Lessee arising from the gross
        negligence or willful misconduct of, or breach of its obligations by,
        Lessor hereunder.


                                       4.

<PAGE>   6

    -   NO TERMINATION OR ABATEMENT. Lessee shall remain obligated under this
        Lease in accordance with its terms and shall not take any action to
        terminate, rescind or avoid this Lease, notwithstanding any action for
        bankruptcy, insolvency, reorganization, liquidation, dissolution or
        other proceeding affecting any Participant, or any action with respect
        to this Lease which may be taken by any trustee, receiver or liquidator
        of any Participant or by any court with respect to any Participant,
        except as otherwise expressly provided herein. Lessee hereby waives all
        right (i) to terminate or surrender this Lease, except as otherwise
        expressly provided herein, or (ii) to avail itself of any abatement,
        suspension, deferment, reduction, setoff, counterclaim or defense with
        respect to any Rent. Lessee shall remain obligated under this Lease in
        accordance with its terms and Lessee hereby waives any and all rights
        now or hereafter conferred by statute or otherwise to modify or to avoid
        strict compliance with its obligations under this Lease. Notwithstanding
        any such statute or otherwise, Lessee shall be bound by all of the terms
        and conditions contained in this Lease.

                                        -

    -   OWNERSHIP OF THE PROPERTY. The parties hereto intend that (a) for
        financial accounting purposes with respect to Lessee, Lessor, Agent and
        Rent Purchasers (i) this Lease will be treated as an "operating lease"
        pursuant to Statement of Financial Accounting Standards (SFAS) No. 13,
        as amended, (ii) Lessor will be treated as the owner and lessor of the
        Property, and (iii) Lessee will be treated as the lessee of the
        Property, but (a) for federal, state and local income tax and all other
        purposes (i) this Lease will be treated as a financing arrangement, (ii)
        Lessor and Rent Purchasers will be treated as lenders making loans to
        Lessee in an amount equal to the sum of the Lessor Contribution and the
        Rent Purchaser Advances, which loans are secured by the Property, and
        (iii) Lessee will be treated as the owner of the Property and will be
        entitled to all tax benefits ordinarily available to an owner of land
        and improvements like the Property for such tax purposes.

    -   LIENS AND SECURITY INTERESTS.

    -   The parties hereto further intend and agree that, for the purpose of
        securing Lessee's obligations for the repayment of the above-described
        loans, (i) this Lease shall also be deemed to be a security agreement
        and financing statement within the meaning of Article 9 of the Uniform
        Commercial Code and a real property mortgage or deed of trust, as
        applicable; (ii) Lessee grants to Lessor a security interest in Lessee's
        interest in the Trust Property (defined in subsection 7.2(c) below);
        (iii) the conveyance provided for in Article 2 shall be deemed a grant
        of a security interest in Lessee's beneficial ownership interest in the
        Property and all proceeds of the conversion, voluntary or involuntary,
        of the foregoing into cash, investments, securities or other property,
        whether in the form of cash, investments, securities or other property,
        for the benefit of Lessor to secure Lessee's payment of all amounts owed
        by Lessee under this Lease and the other Operative Agreements and Lessor
        holds title to the Property so as to create and grant a first lien and
        prior security interest in the Property pursuant to this Lease for the
        benefit of Lessor to secure to Lessor the obligations of Lessee under
        the Lease; (iv) the possession by Lessor or any of its agents of notes
        and such other items of property as constitute instruments, money,
        negotiable documents or chattel paper shall be deemed to



                                       5.
<PAGE>   7

        be "possession by the secured party" for purposes of perfecting the
        security interest pursuant to Section 9-305 of the Uniform Commercial
        Code; and (v) notifications to Persons holding such property, and
        acknowledgments, receipts or confirmations from financial
        intermediaries, bankers or agents (as applicable) of Lessee shall be
        deemed to have been given for the purpose of perfecting such security
        interest under applicable law. In such event, Lessor shall have all of
        the rights, powers and remedies of a grantee and a secured party
        available under applicable law, including, without limitation, judicial
        or nonjudicial foreclosure or power of sale, as and to the extent
        available under applicable law. The filing of this Lease (or a
        memorandum hereof) shall be deemed to constitute the filing of a deed to
        secure debt and the filing of any financing statement in connection with
        this Lease shall be deemed to constitute the filing of a financing
        statement to perfect the deed to secure debt and security interests in
        the Property as aforesaid to secure the payment of all amounts due from
        time to time from Lessee to Lessor under this Lease and the other
        Operative Documents. If this transaction is treated as a financing, the
        obligation arising hereunder shall be with full recourse to Lessee and
        shall not be treated as recourse only to the Property. To the fullest
        extent permitted by applicable law, Lessor and Lessee intend that the
        Property (other than the Land) be and remain at all times personal
        property regardless of the manner or extent to which any of the Property
        (other than the Land) may be attached or affixed to any real property.
        Except as required by applicable law, Lessee shall not under any
        circumstances take any action or make any filing or recording which
        could cause the Property (other than the Land) to be deemed to be real
        property or permit any Person to obtain any interest in the Property
        (other than the Land) as a result of the Property (other than the Land)
        being deemed to be in whole or in part real property. This Lease secures
        and shall be security for any and all future advances made by Lessor to
        Lessee. Nothing contained herein shall be deemed an obligation on the
        part of Lessor to make any further advances. The parties hereto shall,
        to the extent consistent with this Lease, take such actions as may be
        necessary to ensure that, if this Lease were deemed to create a security
        interest in the Property in accordance with this Section 7.2, such
        security interest would be deemed to be a perfected security interest of
        first priority under applicable law and will be maintained as such
        throughout the Term. Nevertheless, Lessee acknowledges and agrees that
        neither Lessor nor any Rent Purchaser has provided nor will provide tax,
        accounting or legal advice to Lessee regarding this Lease, the Operative
        Agreements or the transactions contemplated hereby and thereby, or made
        any representations or warranties concerning the tax, accounting or
        legal characteristics of the Operative Agreements, and that Lessee has
        obtained and relied upon such tax, accounting and legal advice
        concerning the Operative Agreements as it deems appropriate.

    -   The parties hereto further intend and agree that in the event of any
        insolvency or receivership proceedings or a petition under the United
        States bankruptcy laws or any other applicable insolvency laws or
        statutes of the United States of America or any State or Commonwealth
        thereof affecting any party hereto, the transactions evidenced by this
        Lease shall be regarded as loans made by an unrelated third party lender
        to Lessee.

    -   Specifically, but without limiting the foregoing or the generality of
        Section 7.1, Lessee, as trustor, hereby grants, bargains, sells,
        warrants, conveys, aliens, remises, releases, assigns, sets over and
        confirms to Lessor, as beneficiary, WITH POWER OF SALE, AND RIGHT OF
        ENTRY AND INSPECTION, all of Lessee's present and future right,


                                       6.
<PAGE>   8

        title, and interest in and to the following (collectively, the "TRUST
        Property"): (i) the Land and the Property and Appurtenant Rights
        relating thereto and all proceeds, both cash and noncash thereof; (ii)
        all easements, rights-of-way, strips and gores of land, vaults, streets,
        ways, alleys, passages, sewer rights, waters, water courses, water
        rights, minerals, flowers, shrubs, crops, trees, timber and other
        emblements now or hereafter located on the Land or under or above the
        same or any part or parcel thereof, and all estates, rights, titles,
        interests, tenements, hereditaments and appurtenances, reversions and
        remainders whatsoever, in any way belonging, relating or appertaining to
        the Land and the Property or any part thereof, or which hereafter shall
        in any way belong, relate or be appurtenant thereto, whether now owned
        or hereafter acquired by Lessee; (iii) all articles of personal property
        of every kind and nature whatsoever, tangible or intangible, now,
        heretofore or hereafter acquired with any proceeds of the Advances and
        now, heretofore or hereafter (A) arising out of or related to the
        ownership of the Property, or (B) located in, on or about the Property,
        or (C) used or intended to be used with or in connection with the
        construction, use, operation or enjoyment of the Property; (iv) all
        right, title and interest of Lessee in any and all leases, rental
        agreements and arrangements of any sort now or hereafter affecting the
        Property or any portion thereof and providing for or resulting in the
        payment of money to Lessee for the use of the Property or any portion
        thereof, whether the user enjoys the Property or any portion thereof as
        tenant for years, licensee, tenant at sufferance or otherwise, and
        irrespective of whether such leases, rental agreements and arrangements
        be oral or written, and including any and all extensions, renewals and
        modifications thereof (the "SUBJECT LEASES") and guaranties of the
        performance or obligations of any tenants or lessees thereunder,
        together with all income, rents, issues, profits and revenues from the
        Subject Leases (including all tenant security deposits and all other
        tenant deposits, whether held by Lessee or in a trust account, and all
        other deposits and escrow funds relating to any Subject Leases), and all
        the estate, right, title, interest, property, possession, claim and
        demand whatsoever at law, as well as in equity, of Lessee of, in and to
        the same; provided, however, that although this Lease contains (and it
        is hereby agreed that this Lease contains) a present, current,
        unconditional and absolute assignment of all of said income, rents,
        issues, profits and revenues, Lessee shall collect and apply such rental
        payments and revenues as provided in the Lease and the other Operative
        Agreements; (v) all right, title and interest of Lessee to and under all
        agreements, management contracts, consents, authorizations, certificates
        and other rights of every kind and character of any Governmental
        Authority affecting the Property, to the extent the same are
        transferable, service contracts, utility contracts, leases of equipment,
        documents and agreements relating to the construction of any
        Improvements (including any and all construction contracts,
        architectural contracts, engineering contracts, designs, plans,
        specifications, drawings, surveys, tests, reports, bonds and
        governmental approvals) and all other contracts, licenses and permits
        now or hereafter affecting the Property or any part thereof and all
        guaranties and warranties with respect to any of the foregoing (the
        "SUBJECT CONTRACTS"); (vi) all right, title and interest of Lessee in
        any insurance policies or binders now or hereafter relating to the
        Property, including any unearned premiums thereon, as further provided
        in this Lease; (vii) all right, title and interest of Lessee in any and
        all awards, payments, proceeds and the right to receive the same, either
        before or after any foreclosure hereunder, as a result of any temporary
        or permanent injury or


                                       7.

<PAGE>   9

        damage to, taking of or decrease in the value of the Property by reason
        of casualty, condemnation or otherwise as further provided in this
        Lease; (viii) all right, title and interest of Lessee in all utility,
        escrow and all other deposits (and all letters of credit, certificates
        of deposit, negotiable instruments and other rights and evidence of
        rights to cash) now or hereafter relating to the Property or the
        purchase, construction or operation thereof; (ix) all claims and causes
        of action arising from or otherwise related to any of the foregoing, and
        all rights and judgments related to any legal actions in connection with
        such claims or causes of action; and (x) all Modifications, extensions,
        additions, improvements, betterments, renewals and replacements,
        substitutions, or proceeds of any of the foregoing, and all property of
        any nature constituting proceeds acquired with proceeds of any of the
        property described hereinabove; all of which foregoing items are hereby
        declared and shall be deemed to be a portion of the security for the
        indebtedness and Advances herein described, a portion of the above
        described collateral being located upon the Land.

                                        -

    -   CONDITION OF THE PROPERTY. LESSEE ACKNOWLEDGES AND AGREES THAT IT IS
        RENTING THE PROPERTY "AS IS" WITHOUT REPRESENTATION, WARRANTY OR
        COVENANT (EXPRESS OR IMPLIED) BY LESSOR AND SUBJECT TO (A) THE EXISTING
        STATE OF TITLE, (B) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF, (C)
        ANY STATE OF FACTS WHICH AN ACCURATE SURVEY OR PHYSICAL INSPECTION MIGHT
        SHOW, AND (D) VIOLATIONS OF LEGAL REQUIREMENTS WHICH MAY EXIST ON THE
        DATE HEREOF. NEITHER LESSOR NOR ANY PARTICIPANT HAS MADE OR SHALL BE
        DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR
        IMPLIED, INCLUDING THE CONDITION OF ANY IMPROVEMENTS THEREON, THE SOIL
        CONDITION, OR ANY ENVIRONMENTAL OR HAZARDOUS MATERIAL CONDITION) OR
        SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE TITLE, VALUE,
        HABITABILITY, USE, CONDITION, DESIGN, OPERATION OR FITNESS FOR USE OF
        THE PROPERTY (OR ANY PART THEREOF), OR ANY OTHER REPRESENTATION,
        WARRANTY OR COVENANT WHATSOEVER (EXPRESS OR IMPLIED), WITH RESPECT TO
        THE PROPERTY (OR ANY PART THEREOF) AND NEITHER LESSOR NOR ANY
        PARTICIPANT SHALL BE LIABLE FOR ANY LATENT, HIDDEN OR PATENT DEFECT
        THEREIN OR THE FAILURE OF THE PROPERTY, OR ANY PART THEREOF, TO COMPLY
        WITH ANY LEGAL REQUIREMENT.

    -   POSSESSION AND USE OF THE PROPERTY. The Property shall be used for
        office, manufacturing and research and development purposes. Lessee
        shall pay, or cause to be paid, all charges and costs required in
        connection with the use of the Property. Lessee shall not commit or
        permit any waste of the Property or any part thereof.

                                        -

                                       8.
<PAGE>   10

    -   COMPLIANCE WITH LEGAL REQUIREMENTS AND INSURANCE REQUIREMENTS. Subject
        to the terms of Article 13 relating to permitted contests, Lessee, at
        its sole cost and expense, shall (a) comply with all Legal Requirements
        (including all Environmental Laws) and Insurance Requirements relating
        to the Property, including the use, construction, operation,
        maintenance, repair and restoration thereof, whether or not compliance
        therewith shall require structural or extraordinary changes in the
        Improvements or interfere with the use and enjoyment of the Property,
        and (b) procure, maintain and comply in all material respects with all
        licenses, permits, orders, approvals, consents and other authorizations
        required for the construction, renovation, use, maintenance and
        operation of the Property and for the use, operation, maintenance,
        repair and restoration of the Improvements.

                                        -

    -   MAINTENANCE AND REPAIR; RETURN.

    -   Lessee, at its sole cost and expense, shall maintain the Property in
        good condition (ordinary wear and tear excepted) and make all necessary
        repairs thereto, of every kind and nature whatsoever, whether interior
        or exterior, ordinary or extraordinary, structural or nonstructural or
        foreseen or unforeseen, in each case as required by all Legal
        Requirements and Insurance Requirements and on a basis reasonably
        consistent with the operation and maintenance of commercial properties
        comparable in type and location to the Property subject, however, to the
        provisions of Article 15 with respect to Condemnation and Casualty.

    -   Lessor's obligation to make the Lessor Contribution is as set forth in
        Section 2.1 of the Participation Agreement. Under no circumstances shall
        Lessor itself be required to build any Improvements on the Property,
        make any repairs, replacements, alterations or renewals of any nature or
        description to the Property, make any expenditure whatsoever in
        connection with this Lease or maintain the Property in any way. Lessor
        shall not be required to maintain, repair or rebuild all or any part of
        the Property, and Lessee waives the right to (i) require Lessor to
        maintain, repair or rebuild all or any part of the Property, or (ii)
        make repairs at the expense of Lessor pursuant to any Legal Requirement,
        Insurance Requirement, contract, agreement, covenants, condition or
        restriction at any time in effect.

    -   Lessee shall, upon the expiration or earlier termination of the Term
        with respect to the Property not including a purchase thereof by Lessee,
        vacate, surrender and transfer the Property to Lessor or, at Lessor's
        request, the independent purchaser thereof, at Lessee's own expense,
        free and clear of all Liens other than Permitted Liens and Lessor Liens,
        in as good condition as it was on the Closing Date, ordinary wear and
        tear excepted, and in compliance with all Legal Requirements and the
        other requirements of this Lease (and in any event without (x) any
        asbestos installed or maintained in any part of the Property, (y) any
        polychlorinated biphenyls (PCBs) in, on or used, stored or located at
        the Property, and (z) any other Hazardous Substances). Lessee shall
        cooperate with any independent purchaser of the Property in order to
        facilitate the ownership or leasing and operation by such purchaser of
        the Property after such expiration or earlier termination of the Term,


                                       9.
<PAGE>   11

        including providing all books, reports and records regarding the
        maintenance, repair and ownership of the Property and all data and
        technical information relating thereto, granting or assigning all
        licenses necessary for the operation and maintenance of the Property and
        cooperating in seeking and obtaining all necessary licenses, permits and
        approvals of Governmental Authorities. Lessee shall have also paid the
        total cost for the completion of all Modifications commenced prior to
        such expiration or earlier termination of the Term. The obligation of
        Lessee under this Section 10.1(c) shall survive the expiration or
        termination of this Lease.

    -   RIGHT OF INSPECTION. Lessor or any Rent Purchaser may, each not more
        than twice each year unless an Event of Default exists, at reasonable
        times, and with reasonable prior written notice and in a manner which
        minimizes the disruption of Lessee's use of the Property, enter upon,
        inspect and examine at its own cost and expense (unless an Event of
        Default exists, in which case the out-of-pocket costs and expenses of
        such parties shall be paid by Lessee), the Property. Lessee shall
        furnish to Lessor statements, no more than once per year, accurate in
        all material respects, regarding the condition and state of repair of
        the Property. Lessor shall have no duty to make any such inspection or
        inquiry and shall not incur any liability or obligation by reason of not
        making any such inspection or inquiry.

    -   ENVIRONMENTAL INSPECTION. Upon surrender of possession of the Property,
        or not more than one hundred twenty (120) days nor less than thirty (30)
        days prior to the Expiration Date or earlier termination of the Term
        (unless Lessee has previously irrevocably exercised the Purchase Option
        or Maturity Date Purchase Option), Lessee shall, at its sole cost and
        expense, provide to Lessor a report by an environmental consultant
        selected by Lessee and reasonably satisfactory to Lessor certifying that
        there has been no Release at, on or from the Property and Hazardous
        Substances have not at any time during the Term been generated, used,
        treated or stored on, transported to or from, or deposited at or on the
        Property other than (a) as necessary to use, operate, maintain, repair
        and restore the Property and (b) in full compliance with all
        Environmental Laws, and no portion of the Property has been used for
        such purposes other than in full compliance with all Environmental Laws.
        If such is not the case, the report shall set forth a remedial response
        plan relating to the Property (which remedial response plan, if required
        by any Environmental Law or Governmental Authority, shall be approved by
        the appropriate Governmental Authority). Such remedial response plan
        shall include, if relevant, but shall not be limited to, plans for full
        response, remediation, removal or other corrective action, and the
        protection, or mitigative action associated with the protection, of
        natural resources including wildlife, aquatic species and vegetation
        associated with the Property, as required by all applicable
        Environmental Laws. If such report includes a remedial response plan,
        Lessee shall promptly deposit funds in escrow with Lessor sufficient to
        ensure the full execution and implementation of such plan.


                                      10.
<PAGE>   12

                                        -

    -   MODIFICATIONS, SUBSTITUTIONS AND REPLACEMENTS.

    -   So long as no Event of Default has occurred and is continuing, Lessee,
        at its sole cost and expense, may at any time and from time to time make
        alterations, renovations, improvements and additions to the Property or
        any part thereof (collectively, "MODIFICATIONS"); provided, that: (i)
        except for any Modification required to be made pursuant to a Legal
        Requirement or an Insurance Requirement, no Modification, individually,
        or when aggregated with any (A) other Modification or (B) grant,
        dedication, transfer or release pursuant to Section 12.2, shall impair
        the value of the Property or the utility or useful life of the Property
        from that which existed immediately prior to such Modification; (ii) the
        Modification shall be performed expeditiously and in a good and
        workmanlike manner; (iii) Lessee shall comply with all Legal
        Requirements (including all Environmental Laws) and all Insurance
        Requirements applicable to the Modification, including the obtaining of
        all permits and certificates of occupancy, and the structural integrity
        of the Property shall not be adversely affected; (iv) Lessee shall
        maintain or cause to be maintained builders' risk insurance at all times
        when a Modification is in progress; (v) subject to the terms of Article
        13 relating to permitted contests, Lessee shall pay all costs and
        expenses and discharge any Liens arising with respect to the
        Modification; (vi) such Modifications shall comply with Sections 8.2 and
        10.1 and shall not change the primary character of the Property; and
        (vii) the Improvements shall not be demolished in total in the making of
        the Modification. All Modifications (other than those that may be
        readily removed without impairing the value, utility or remaining useful
        life of the Property) shall remain part of the Improvements and shall be
        subject to this Lease, and title thereto shall immediately vest in
        Lessor. So long as no Event of Default has occurred and is continuing,
        Lessee may place upon the Property any inventory, trade fixtures,
        machinery, equipment or other property belonging to Lessee or third
        parties and may remove the same at any time during the term of this
        Lease; provided that such inventory, trade fixtures, machinery,
        equipment or other property, or their respective operations, do not
        materially impair the value, utility or remaining useful life of the
        Property.

    -   Lessee shall notify Lessor of the undertaking of any construction,
        repairs or alterations to the Property the cost of which is anticipated
        to exceed $1,000,000. Prior to undertaking any such construction or
        alterations, Lessee shall deliver to Lessor (i) a brief narrative of the
        work to be done and a copy of the plans and specifications relating to
        such work; and (ii) an Officer's Certificate stating that such work when
        completed will not impair the value, utility or remaining useful life of
        the Property. Lessor, by itself or its agents, shall have the right, but
        not the obligation, from time to time to inspect such construction to
        ensure that the same is completed consistent with such plans and
        specifications.

    -   Lessee shall not, without the consent of Lessor, undertake any
        construction or alterations to the Property if such construction or
        alterations cannot, in the reasonable judgement of Lessor, be completed
        on or prior to the date that is one hundred eighty (180) days prior to
        the Expiration Date.


                                      11.
<PAGE>   13

                                        -

    -   WARRANTY OF TITLE.

    -   Lessee agrees that, except as otherwise provided herein and subject to
        the terms of Article 13 relating to permitted contests, Lessee shall not
        directly or indirectly create or allow to remain, and shall promptly
        discharge at its sole cost and expense, any Lien, defect, attachment,
        levy, title retention agreement or claim, other than a Lessor Lien, upon
        the Property or any Modifications or any Lien, attachment, levy or claim
        with respect to the Rent or with respect to any amounts held by Lessor
        or the Collateral Agent pursuant to the Participation Agreement or the
        Pledge Agreement, other than with respect to the Property only,
        Permitted Liens. Lessee shall promptly notify Lessor in the event it
        receives actual knowledge that a Lien (other than a Permitted Lien)
        exists with respect to the Property or that a Lien exists with respect
        to the Rent or the Collateral.

    -   Nothing contained in this Lease shall be construed as constituting the
        consent or request of Lessor, expressed or implied, to or for the
        performance by any contractor, mechanic, laborer, materialman, supplier
        or vendor of any labor or services or for the furnishing of any
        materials for any construction, alteration, addition, repair or
        demolition of or to the Property or any part thereof. NOTICE IS HEREBY
        GIVEN THAT NEITHER LESSOR NOR ANY PARTICIPANT IS OR SHALL BE LIABLE FOR
        ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO LESSEE,
        OR TO ANYONE HOLDING THE PROPERTY OR ANY PART THEREOF THROUGH OR UNDER
        LESSEE, AND THAT NO MECHANIC'S OR OTHER LIENS FOR ANY SUCH LABOR,
        SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LESSOR
        IN AND TO THE PROPERTY.

    -   GRANTS AND RELEASES OF EASEMENTS. Provided that no Event of Default
        shall have occurred and be continuing and subject to the provisions of
        Articles 8, 9, 10 and 11, Lessor hereby consents to the following
        actions by Lessee, in the name and stead of Lessor, but at Lessee's sole
        cost and expense: (a) the granting of easements, licenses, rights-of-way
        and other rights and privileges in the nature of easements and incurring
        of other obligations of Lessee reasonably necessary or desirable for the
        development, construction, use, repair, renovation or maintenance of the
        Property as herein provided; (b) the release of existing easements or
        other rights in the nature of easements which are for the benefit of the
        Property or adjacent properties (owned by Lessee); (c) the dedication or
        transfer of unimproved portions of the Property for road, highway or
        other public purposes; (d) the execution of petitions to have the
        Property annexed to any municipal corporation or utility district; and
        (e) the execution of amendments to any covenants and restrictions
        affecting the Property; provided, that in each case Lessee shall have
        delivered to Lessor an Officer's Certificate stating that: (i) such
        grant, release, dedication or transfer does not materially impair the
        value, utility or remaining useful life of the Property, (ii) such
        grant, release, dedication or transfer is necessary in connection with
        the construction, use, maintenance, alteration, renovation or
        improvement of the Property or adjacent properties (owned or leased by
        Lessee), (iii) Lessee shall remain obligated under this Lease and under
        any instrument executed by Lessee consenting to the assignment of
        Lessor's interest in this Lease as security for indebtedness, in each
        such


                                      12.
<PAGE>   14

        case in accordance with their terms, as though such grant, release,
        dedication or transfer, had not been effected, and (iv) Lessee shall pay
        and perform any obligations of Lessor under such grant, release,
        dedication or transfer. Without limiting the effectiveness of the
        foregoing, provided that no Event of Default shall have occurred and be
        continuing, Lessor shall, upon the request of Lessee, and at Lessee's
        sole cost and expense, promptly execute and deliver any instruments
        necessary or appropriate to confirm any such grant, release, dedication
        or transfer to any Person permitted under this Section 12.2.

                                        -

    -   PERMITTED CONTESTS OTHER THAN IN RESPECT OF IMPOSITIONS. Except to the
        extent otherwise provided for in Section 11.2(f) of the Participation
        Agreement, Lessee, on its own or on Lessor's behalf but at Lessee's sole
        cost and expense, may contest, by appropriate administrative or judicial
        proceedings conducted in good faith and with due diligence, the amount,
        validity or application, in whole or in part, of any Legal Requirement
        or utility charges payable pursuant to Section 4.1, or any Lien,
        attachment, levy, encumbrance or encroachment, and Lessor agrees not to
        pay, settle or otherwise compromise any such item, provided that (a) the
        commencement and continuation of such proceedings shall suspend the
        collection thereof from, and suspend the enforcement thereof against,
        the Property, the Rent, the Collateral, Lessor, Agent and Rent
        Purchasers; (b) there shall be no risk of the imposition of a Lien
        (other than a Permitted Lien) on the Property, or any Lien on any Rent
        or the Collateral, and no part of the Property nor any Rent nor any of
        the Collateral would be in any danger of being sold, forfeited, lost or
        deferred; (c) at no time during the permitted contest shall there be a
        risk of the imposition of criminal liability or civil liability on
        Lessor or any Participant for failure to comply therewith; and (d) in
        the event that, at any time, there shall be a material risk of extending
        the application of such item beyond the Expiration Date, then Lessee
        shall deliver to Lessor an Officer's Certificate certifying as to the
        matters set forth in clauses (a), (b) and (c) of this Section 13.1.
        Lessor, at Lessee's sole cost and expense, shall execute and deliver to
        Lessee such authorizations and other documents as may reasonably be
        required in connection with any such contest and, if reasonably
        requested by Lessee, shall join as a party therein at Lessee's sole cost
        and expense.

                                        -

    -   PUBLIC LIABILITY AND WORKERS' COMPENSATION INSURANCE. During the Term,
        Lessee shall procure and carry, at Lessee's sole cost and expense,
        commercial general liability insurance for claims for injuries or death
        sustained by persons or damage to property while on the Property. Such
        insurance shall be on terms and in amounts that are no less favorable
        than insurance maintained by owners of similar properties, that are in
        accordance with normal industry practice. The policy shall be endorsed
        to name Lessor and each Rent Purchaser as additional insureds. The
        policy shall also specifically provide that the policy shall be
        considered primary insurance which shall apply to any loss or claim
        before any contribution by any insurance which Lessor or any Rent
        Purchaser may have in force. Lessee shall, in the operation of the
        Property, comply with the applicable workers' compensation laws and
        protect Lessor and each Rent Purchaser against any liability under such
        laws.


                                      13.
<PAGE>   15

    -   HAZARD AND OTHER INSURANCE.

    -   During the Term, Lessee shall keep the Property insured against loss or
        damage by fire, earthquake and other risks on terms and in amounts that
        are no less favorable than insurance maintained by owners of similar
        properties, that are in accordance with normal industry practice, and
        are in amounts at least equal to the Lease Balance and in the case of
        earthquake coverage, with a deductible which is commercially reasonable
        for the geographical location of the property. So long as no Event of
        Default exists, any loss payable under the insurance policy required by
        this Section 14.2 will be paid to and adjusted solely by Lessee, subject
        to Article 15. So long as no Event of Default exists, any loss payable
        under any title insurance policy covering the Property will be paid to
        and adjusted solely by Lessee, subject to Article 15.

    -   If at any time during the Term the area in which the Property is located
        is designated a "flood-prone" area pursuant to the Flood Disaster
        Protection Act of 1973 or any amendments or supplements thereto, then
        Lessee shall comply with the National Flood Insurance Program as set
        forth in the Flood Disaster Protection Act of 1973, as may be amended.
        In addition, Lessee will fully comply with the requirements of the
        National Flood Insurance Act of 1968 and the Flood Disaster Protection
        Act of 1973, as each may be amended from time to time, and with any
        other Legal Requirement concerning flood insurance to the extent that it
        applies to the Property.

    -   COVERAGE.

    -   Lessee shall furnish Lessor with certificates showing the insurance
        required under Sections 14.1 and 14.2 to be in effect and naming Lessor
        as loss payee with respect to property insurance and Lessor and each
        Rent Purchaser as an additional insured with respect to liability
        insurance and showing the mortgagee endorsement required by Section
        14.3(c). All such insurance may be maintained under blanket policies and
        shall be at the cost and expense of Lessee and provided by nationally
        recognized, financially sound insurance companies having a rating by
        A.M. Best's Key Rating Guide of at least an A and a Financial
        Performance Rating of at least VIII. Such certificates shall include a
        provision in which the insurer agrees to provide thirty (30) days'
        advance written notice by the insurer to Lessor (on behalf of the
        beneficiaries of such insurance coverage) in the event of cancellation
        or material alteration of such insurance. If an Event of Default has
        occurred and is continuing and Lessor so requests, Lessee shall deliver
        to Lessor copies of all insurance policies required by this Lease.

    -   Lessee agrees that the insurance policy or policies required by this
        Lease shall include an appropriate clause pursuant to which such policy
        shall provide that it will not be invalidated should Lessee waive, in
        writing, prior to a loss, any or all rights of recovery against any
        party for losses covered by such policy. Lessee hereby waives any and
        all such rights against Lessor and each Rent Purchaser to the extent of
        payments made under such policies.

    -   All insurance policies required by Section 14.2 shall include a "New
        York" or standard form mortgagee endorsement in favor of Lessor.


                                      14.
<PAGE>   16

    -   Neither Lessor nor any Rent Purchaser shall carry separate insurance
        concurrent in kind or form or contributing in the event of loss with any
        insurance required under this Lease except that Lessor and any Rent
        Purchaser may carry separate liability insurance so long as (i) Lessee's
        insurance is designated as primary and in no event excess or
        contributory to any insurance such party may have in force which would
        apply to a loss covered under Lessee's policy and (ii) each such
        insurance policy will not cause Lessee's insurance required under this
        Lease to be subject to a coinsurance exception of any kind.

    -   Lessee shall pay as they become due all premiums for the insurance
        required by this Lease, shall renew or replace each policy prior to the
        expiration date thereof, shall promptly deliver to Lessor and Rent
        Purchaser certificates for renewal and replacement policies, and
        otherwise maintain the coverage required by this Lease without any lapse
        in coverage.

                                        -

    -   CASUALTY AND CONDEMNATION.

    -   Subject to the provisions of this Article 15 and Article 16 (in the
        event Lessee delivers, or is obligated to deliver, a Termination
        Notice), and prior to the occurrence and continuation of an Event of
        Default, Lessee shall be entitled to receive (and Lessor hereby
        irrevocably assigns to Lessee all of Lessor's right, title and interest
        during such time in) any award, compensation or insurance proceeds to
        which Lessee or Lessor may become entitled by reason of their respective
        interests in the Property (i) if all or a portion of the Property is
        damaged or destroyed in whole or in part by a Casualty or (ii) if the
        use, access, occupancy, easement rights or title to the Property or any
        part thereof is the subject of a Condemnation; provided, however, if a
        Default shall have occurred and be continuing, such award, compensation
        or insurance proceeds shall be paid directly to Lessor or, if received
        by Lessee, shall be held in trust for Lessor, and shall be paid over by
        Lessee to Lessor; and provided, further, that in the event of any
        Casualty or Condemnation, the estimated cost of restoration of which is
        in excess of $3,000,000, any such award, compensation or insurance
        proceeds shall be paid directly to Lessor, or if received by Lessee,
        shall be held in trust for Lessor and shall be paid over by Lessee to
        Lessor, subject to disbursement in full to Lessee in accordance with
        Section 15.1(d) or (e), as applicable.

    -   So long as no Event of Default has occurred and is continuing, Lessee
        may appear in any proceeding or action to negotiate, prosecute, adjust
        or appeal any claim for any award, compensation or insurance payment on
        account of any such Casualty or Condemnation and shall pay all expenses
        thereof; provided that if the estimated cost of restoration of the
        Property or the payment on account of such title defect is in excess of
        $3,000,000, then Lessor shall be entitled to participate in any such
        proceeding or action. At Lessee's reasonable request, and at Lessee's
        sole cost and expense, Lessor shall participate in any such proceeding,
        action, negotiation, prosecution or adjustment. Lessor and Lessee agree
        that this Lease shall control the rights of Lessor, Participants and
        Lessee in and to any such award, compensation or insurance payment.


                                      15.
<PAGE>   17

    -   If any party shall receive notice of a Casualty or a possible
        Condemnation of the Property or any interest therein, such party, as the
        case may be, shall give notice thereof to Lessor and Lessee promptly
        after the receipt of such notice.

    -   In the event of a Casualty or receipt of notice by Lessee or Lessor of a
        Condemnation, Lessee shall, not later than thirty (30) days after such
        occurrence, deliver to Lessor an Officer's Certificate stating that
        either (i) (x) such Casualty is not a Significant Casualty or (y) such
        Condemnation is neither a Total Condemnation nor a Significant
        Condemnation and that this Lease shall remain in full force and effect
        with respect to the Property and, at Lessee's sole cost and expense,
        Lessee shall promptly and diligently restore the Property in accordance
        with the terms of Section 15.1(e) or (ii) this Lease shall terminate
        with respect to the Property in accordance with Section 16.1.

    -   If pursuant to Section 15.1(d), this Lease shall continue in full force
        and effect following a Casualty or Condemnation with respect to the
        Property, Lessee shall, at its sole cost and expense, promptly and
        diligently repair any damage to the Property caused by such Casualty or
        Condemnation in conformity with the requirements of Sections 10.1 and
        11.1 using the as-built plans and specifications for the Property (as
        modified to give effect to any subsequent Modifications, any
        Condemnation affecting the Property and all applicable Legal
        Requirements) so as to restore the Property to the same condition,
        operation, function and value as existed immediately prior to such
        Casualty or Condemnation. In such event, title to the Property shall
        remain with Lessor.

    -   In no event shall a Casualty or Condemnation with respect to which this
        Lease remains in full force and effect under this Section 15.1 affect
        Lessee's obligations to pay Rent pursuant to Section 3.1.

    -   Notwithstanding anything to the contrary set forth in Section 15.1(a) or
        Section 15.1(e), if during the Term a Casualty occurs with respect to
        the Property or Lessee receives notice of a Condemnation with respect to
        the Property, and following such Casualty or Condemnation, the Property
        cannot reasonably be restored on or before the date which is one hundred
        eighty (180) days prior to the Maturity Date to substantially the same
        condition as existed immediately prior to such Casualty or Condemnation
        or before such day the Property is not in fact so restored, then Lessee
        shall exercise its Purchase Option with respect to the Property on the
        next Payment Date or irrevocably agree in writing to exercise the
        Maturity Date Purchase Option with respect to the Property, and in
        either such event such remaining Casualty or Condemnation proceeds shall
        be paid to Lessor, which shall pay such funds to Lessee upon the closing
        of the purchase of the Property on the Maturity Date.

    -   ENVIRONMENTAL MATTERS. Promptly upon Lessee's actual knowledge of the
        presence of Hazardous Substances in any portion of the Property in
        concentrations and conditions that constitute an Environmental
        Violation, Lessee shall notify Lessor in writing of such condition. In
        the event of such Environmental Violation, Lessee shall, not later than
        thirty (30) days after Lessee has actual knowledge of such Environmental
        Violation, either deliver to Lessor an Officer's Certificate and a
        Termination Notice with respect to the Property pursuant to Section
        16.1, if applicable, or, at Lessee's sole cost and expense,

                                      16.
<PAGE>   18

        promptly and diligently undertake any response, clean up, remedial or
        other action necessary to remove, cleanup or remediate the Environmental
        Violation in accordance with the terms of Section 9.1. If Lessee does
        not deliver a Termination Notice with respect to the Property pursuant
        to Section 16.1, Lessee shall, upon completion of remedial action by
        Lessee, cause to be prepared by an environmental consultant reasonably
        acceptable to Lessor a report describing the Environmental Violation and
        the actions taken by Lessee (or its agents) in response to such
        Environmental Violation, and a statement by the consultant that the
        Environmental Violation has been remedied in full compliance with
        applicable Environmental Laws.

    -   NOTICE OF ENVIRONMENTAL MATTERS. Promptly, but in any event within five
        (5) Business Days from the date Lessee has actual knowledge thereof,
        Lessee shall provide to Lessor written notice of any material pending or
        threatened claim, action or proceeding involving any Environmental Law
        or any Release on or in connection with the Property. All such notices
        shall describe in reasonable detail the nature of the claim, action or
        proceeding and Lessee's proposed response thereto. In addition, Lessee
        shall provide to Lessor, within five (5) Business Days after receipt,
        copies of all written communications with any Governmental Authority
        relating to any Environmental Violation in connection with the Property.
        Lessee shall also promptly provide such detailed reports of any such
        environmental claims as reasonably may be requested by Lessor.

                                        -

    -   TERMINATION UPON CERTAIN EVENTS.

    -   If: (i) Lessor or Lessee shall have received notice of a Total
        Condemnation; or (ii) Lessee or Lessor shall have received notice of a
        Condemnation, and Lessee shall have delivered to Lessor an Officer's
        Certificate that such Condemnation is a Significant Condemnation; or
        (iii) a Casualty occurs, and Lessee shall have delivered to Lessor an
        Officer's Certificate that such Casualty is a Significant Casualty; or
        (iv) an Environmental Violation occurs or is discovered and Lessee shall
        have delivered to Lessor an Officer's Certificate stating that, in the
        reasonable, good-faith judgment of Lessee, the cost to remediate the
        same will exceed $3,000,000; then Lessee shall, within thirty (30) days
        after Lessee receives notice of a Total Condemnation pursuant to the
        preceding clause (i), or simultaneously with the delivery of the
        Officer's Certificate pursuant to the preceding clause (ii), (iii) or
        (iv), deliver a notice of termination of this Lease to Lessor in the
        form described in Section 16.2(a) (a "TERMINATION NOTICE").

    -   PROCEDURES.

    -   A Termination Notice shall contain: (i) notice of termination of this
        Lease on a date not more than thirty (30) days after Lessor's receipt of
        such Termination Notice (the "TERMINATION DATE"); (ii) a binding and
        irrevocable agreement of Lessee to pay the Termination Value and
        purchase the Property on such Termination Date; and (iii) the Officer's
        Certificate described in Section 16.1.

                                      17.
<PAGE>   19

    -   On the Termination Date, Lessee shall pay to Lessor the Termination
        Value for the Property, plus all amounts owing in respect of Rent for
        such Property (including Supplemental Rent) theretofore accruing and
        Lessor shall convey the Property to Lessee (or Lessee's designee) all in
        accordance with Section 19.1.

                                        -

    -   EVENTS OF DEFAULT. If any one or more of the following events (each an
        "EVENT OF DEFAULT") shall occur:

    -   Lessee shall fail to make payment of (i) any Basic Rent within three (3)
        days after the same has become due and payable, (ii) the Maximum
        Residual Guarantee Amount, Purchase Option Price or Termination Value
        after the same has become due and payable or (iii) any Supplemental Rent
        other than as provided in clause (ii) within three (3) days after
        receipt of notice thereof; or

    -   Lessee shall fail to maintain insurance as required by Article 14 of
        this Lease; or

    -   Lessee shall fail to observe or perform any term, covenant or condition
        of Lessee under this Lease, the Participation Agreement or any other
        Operative Agreement to which it is a party (specifically including
        without limitation, that affirmative covenant of Lessee set forth in
        Section 9.3(f) of the Participation Agreement, but other than those set
        forth in Section 17.1(a) or (b), hereof) which failure, if capable of
        cure, continues for thirty (30) days after written notice thereof to
        Lessee by Lessor (provided that, in the event such cure cannot be
        reasonably completed within such 30-day period, then Lessee shall have
        such additional time as shall be reasonably necessary, so long as Lessee
        commences such cure within such 30-day period and diligently thereafter
        prosecutes same to completion) or any representation or warranty by
        Lessee set forth in this Lease or in any other Operative Agreement or in
        any document entered into in connection herewith or therewith or in any
        document, certificate or financial or other statement delivered in
        connection herewith or therewith shall be false or inaccurate in any
        material way when made or deemed made; or

    -   Lessee shall (i) admit in writing its inability to pay its debts
        generally as they become due, (ii) file a petition under the United
        States bankruptcy laws or any other applicable insolvency law or statute
        of the United States of America or any State or Commonwealth thereof,
        (iii) make a general assignment for the benefit of its creditors, (iv)
        consent to the appointment of a receiver of itself or the whole or any
        substantial part of its property, (v) fail to cause the discharge of any
        custodian, trustee or receiver appointed for Lessee or the whole or a
        substantial part of its property within sixty (60) days after such
        appointment, or (vi) file a petition or answer seeking or consenting to
        reorganization under the United States bankruptcy laws or any other
        applicable insolvency law or statute of the United States of America or
        any State or Commonwealth thereof; or

    -   insolvency proceedings or a petition under the United States bankruptcy
        laws or any other applicable insolvency law or statute of the United
        States of America or any State or Commonwealth thereof shall be filed
        against Lessee and not dismissed within sixty (60)

                                      18.
<PAGE>   20

        days from the date of its filing, or a court of competent jurisdiction
        shall enter an order or decree appointing, without the consent of
        Lessee, a receiver of Lessee or the whole or a substantial part of its
        property, and such order or decree shall not be vacated or set aside
        within sixty (60) days from the date of the entry thereof; or

    -   Lessee shall fail to (i) provide the Collateral in accordance with the
        terms of the Operative Agreements, or (ii) replenish the Collateral as
        required by the terms of the Operative Agreements; or

    -   there shall be entered against Lessee or any Subsidiary one or more
        judgments or decrees in an aggregate amount at any one time outstanding
        in excess of $10,000,000, and such judgments or decrees shall not have
        been satisfied, vacated, discharged, or stayed or bonded pending appeal
        within sixty (60) days from entry thereof; or

    -   with respect to any Plan (other than a Multiemployer Plan) as to which
        Lessee or any ERISA Affiliate of Lessee may have any liability, there
        shall exist, for a period of thirty (30) days, a deficiency which is
        material to the consolidated financial condition of Lessee and its
        Subsidiaries in the Plan assets available to satisfy the benefits
        guaranteeable under ERISA with respect to such Plan, and (i) steps are
        undertaken to terminate such Plan, (ii) such Plan is terminated, or
        (iii) any Reportable Event which presents a material risk of termination
        with respect to such Plan shall occur; or

    -   Lessee or any of its Subsidiaries (i) shall default in the payment
        beyond any applicable grace period, whether at stated maturity or
        otherwise, of principal, interest or rent in respect of Indebtedness in
        excess of $10,000,000, including, without limitation, the Credit
        Facility and the Subordinated Notes; or (ii) shall fail to perform or
        observe any other condition or covenant, such that an event of default
        shall occur or exist, under any agreement or instrument relating to any
        such Indebtedness; or

    -   Any Operative Agreement shall cease to be in full force and effect or
        Lessee or any Person acting by or on behalf of Lessee shall deny or
        disaffirm its obligations thereunder or contest the validity of any
        Operative Agreement or any Lien granted thereunder in any respect,
        either directly or indirectly; or

    -   (i) any Person or two (2) or more Persons acting in concert shall have
        acquired beneficial ownership (within the meaning of Rule 13d-3 of the
        Securities and Exchange Commission under the Securities Exchange Act of
        1934), directly or indirectly, of voting stock of Lessee (or other
        securities convertible into such voting stock) representing greater than
        fifty percent (50%) of the combined voting power of all voting stock of
        Lessee; or (ii) the first day on which a majority of the members of the
        board of directors of Lessee are not Continuing Directors. A "Continuing
        Director" shall mean any director who is either (A) a member of such
        board of directors on the Closing Date or (B) nominated or elected to
        such board of directors with the approval of a majority of the
        Continuing Directors who were members of such board at the time of such
        nomination or election; or (iii) any Person or two (2) or more Persons
        acting in concert shall have acquired by contract or otherwise, or shall
        have entered into a contract or arrangement that, upon consummation,
        will result in its or their acquisition of, the power to exercise,

                                      19.
<PAGE>   21

        directly or indirectly, a controlling influence over the management or
        policies of Lessee, or control over voting stock of Lessee (or other
        securities convertible into such securities) representing more than
        fifty percent (50%) of the combined voting power of all voting stock of
        Lessee;

               then, in any such event, Lessor may, in addition to the other
rights and remedies provided for in this Article 17 and in Section 18.1,
terminate this Lease by giving Lessee three (3) Business Days' notice of such
termination, and this Lease shall terminate. Lessee shall, to the fullest extent
permitted by law, pay as Supplemental Rent all costs and expenses incurred by or
on behalf of Lessor, including fees and expenses of counsel, as a result of any
Event of Default hereunder. A POWER OF SALE HAS BEEN GRANTED IN THIS LEASE. A
POWER OF SALE MAY ALLOW LESSOR TO TAKE THE PROPERTY AND SELL THE PROPERTY
WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON THE OCCURRENCE OF AN EVENT
OF DEFAULT.

    -   FINAL LIQUIDATED DAMAGES. If an Event of Default shall have occurred and
        be continuing, Lessor shall have the right to recover, by demand to
        Lessee and at Lessor's election, and Lessee shall pay to Lessor,
        exclusive of the indemnities payable under Section 11 of the
        Participation Agreement, and in lieu of all damages beyond the date of
        such demand, the sum of (a) the Termination Value, plus (b) all other
        amounts owing in respect of Rent and Supplemental Rent theretofore
        accruing under this Lease. Upon payment of the amount specified pursuant
        to the first sentence of this Section 17.2, Lessee shall be entitled to
        receive from Lessor, at Lessee's request and cost, an assignment of
        Lessor's right, title and interest in the Property, the Improvements,
        the Fixtures and the Modifications, in each case in recordable form and
        otherwise in conformity with local custom and free and clear of any
        Lessor Liens. The Property shall be conveyed to Lessee (or Lessee's
        designee) "AS IS" and in its then present physical condition. If any
        statute or rule of law shall limit the amount of such final liquidated
        damages to less than the amount agreed upon, Lessor shall be entitled to
        the maximum amount allowable under such statute or rule of law; provided
        that Lessee shall not be entitled to receive an assignment of Lessor's
        interest in the Property, the Improvements, the Fixtures and the
        Modifications unless Lessee shall have paid in full the Termination
        Value of the Property and all such Rent and Supplemental Rent.

    -   LEASE REMEDIES. Lessor and Lessee intend that for commercial law and
        bankruptcy law purposes, this Lease will be treated as a financing
        arrangement, as set forth in Article 7. If, as a result of applicable
        state law, which cannot be waived, this Lease is deemed to be a lease of
        the Property, rather than a financing arrangement, and Lessor is unable
        to enforce the remedies set forth in Section 17.2, the following
        remedies shall be available to Lessor:

    -   SURRENDER OF POSSESSION. If an Event of Default shall have occurred and
        be continuing, and whether or not this Lease shall have been terminated
        pursuant to Section 17.1, Lessee shall, upon thirty (30) days' written
        notice, surrender to Lessor possession of the Property and Lessee shall
        quit the same. Lessor may enter upon and repossess the Property by such

                                      20.
<PAGE>   22

        means as are available at law or in equity, and may remove Lessee and
        all other Persons and any and all personal property and Lessee's
        equipment and personality and severable Modifications from the Property.
        Lessor shall have no liability by reason of any such entry, repossession
        or removal performed in accordance with applicable law.

    -   RELETTING. If an Event of Default shall have occurred and be continuing,
        and whether or not this Lease shall have been terminated pursuant to
        Section 17.1, Lessor may, but shall be under no obligation to, relet
        all, or any portion, of the Property, for the account of Lessee or
        otherwise, for such term or terms (which may be greater or less than the
        period which would otherwise have constituted the balance of the Term)
        and on such conditions (which may include concessions or free rent) and
        for such purposes as Lessor may reasonably determine, and Lessor may
        collect, receive and retain the rents resulting from such reletting
        which rents shall be applied against amounts owing by Lessee. Lessor
        shall not be liable to Lessee for any failure to relet the Property or
        for any failure to collect any rent due upon such reletting.

    -   DAMAGES. None of (i) the termination of this Lease pursuant to Section
        17.1; (ii) the repossession of the Property; or (iii) except to the
        extent required by applicable law, the failure of Lessor to relet all,
        or any portion, of the Property, the reletting of all or any portion
        thereof, nor the failure of Lessor to collect or receive any rentals due
        upon any such reletting shall relieve Lessee of its liability and
        obligations hereunder, all of which shall survive any such termination,
        repossession or reletting. If any Event of Default shall have occurred
        and be continuing and notwithstanding any termination of this Lease
        pursuant to Section 17.1, Lessee shall forthwith pay to Lessor all Basic
        Rent and other sums due and payable hereunder or under the Operative
        Agreements to and including the date of such termination. Thereafter, on
        the days on which the Basic Rent or Supplemental Rent, as applicable,
        are payable under this Lease or would have been payable under this Lease
        if the same had not been terminated pursuant to Section 17.1 and until
        the end of the Term or what would have been the Term in the absence of
        such termination, Lessee shall pay Lessor, as current liquidated damages
        (it being agreed that it would be impossible accurately to determine
        actual damages) an amount equal to the Basic Rent and Supplemental Rent
        that are payable under this Lease or under the Operative Agreements or
        would have been payable by Lessee hereunder or under the Operative
        Agreements if this Lease had not been terminated pursuant to Section
        17.1, less the net proceeds, if any, which are actually received by
        Lessor with respect to the period in question of any reletting of the
        Property or any portion thereof; provided that Lessee's obligation to
        make payments of Basic Rent and Supplemental Rent under this Section
        17.3(c) shall continue only so long as Lessor shall not have received
        the amounts specified in Section 17.2 or Section 17.3(d). In calculating
        the amount of such net proceeds from reletting, there shall be deducted
        all of Lessor's and any Rent Purchaser's reasonable expenses in
        connection therewith, including repossession costs, brokerage
        commissions, fees and expenses for counsel and any necessary repair or
        alteration costs and expenses reasonably incurred in preparation for
        such reletting. To the extent Lessor receives any damages pursuant to
        this Section 17.3(c), such amounts shall be regarded as amounts paid on
        account of Rent.

                                      21.
<PAGE>   23

    -   ACCELERATION OF RENT. If an Event of Default shall have occurred and be
        continuing, and this Lease shall not have been terminated pursuant to
        Section 17.1, and whether or not Lessor shall have collected any current
        liquidated damages pursuant to Section 17.3(c), Lessor may upon written
        notice to Lessee accelerate all payments of Basic Rent due hereunder
        and, upon such acceleration, Lessee shall immediately pay Lessor, as and
        for final liquidated damages and in lieu of all current liquidated
        damages on account of such Event of Default beyond the date of such
        acceleration (it being agreed that it would be impossible accurately to
        determine actual damages) an amount equal to the sum of (i) all Basic
        Rent (assuming interest at a rate per annum equal to the Overdue Rate
        and including any charges for funding losses), as applicable, due from
        the date of such acceleration until the end of the Term, plus (ii) the
        Maximum Residual Guarantee Amount that would be payable under Section
        21.1(c) assuming the proceeds of the sale pursuant to such Section
        21.1(c) are equal to zero, which sum is then discounted to present value
        at a rate equal to the rate then being paid on United States treasury
        securities with maturities corresponding to the then remaining Term.
        Following payment of such amount by Lessee, Lessee will be permitted to
        stay in possession of the Property for the remainder of the Term,
        subject to the terms and conditions of this Lease, including the
        obligation to pay Supplemental Rent, provided that no further Event of
        Default shall occur and be continuing, following which Lessor shall have
        all the rights and remedies set forth in this Article 17 (but not
        including those set forth in this Section 17.3). If any statute or rule
        of law shall limit the amount of such final liquidated damages to less
        than the amount agreed upon, Lessor shall be entitled to the maximum
        amount allowable under such statute or rule of law.

    -   SUBLETTING OF THE PROPERTY. In addition to the other rights and remedies
        set forth herein, Lessor shall have the right to continue this Lease in
        effect and, to enforce, by suit or otherwise, all covenants and
        conditions hereof to be performed or complied with by Lessee and
        exercise all of Lessor's rights and remedies under this Lease,
        including, without limitation, the right to recover Basic Rent and
        Supplemental Rent from Lessee as it becomes due under this Lease, even
        though Lessee shall have breached this Lease and abandoned the Property.
        Acts of maintenance or preservation, or efforts by Lessor or on Lessor's
        behalf to relet the Property, or the appointment of a receiver upon the
        initiative of Lessor to protect Lessor's interest under this Lease shall
        not constitute a termination of Lessee's right to possession of the
        Property; provided, however, that the foregoing enumeration shall not be
        construed as in any way limiting the actions Lessor may take without
        terminating Lessee's right to possession. In furtherance of the rights
        hereby granted to Lessor, and to the extent, permitted by law, Lessee
        hereby appoints Lessor its agent and attorney-in-fact, which appointment
        shall be deemed to be coupled with an interest and is irrevocable, with
        power of substitution, to enter the Property upon an Event of Default
        hereunder and remove therefrom all persons and property (with the right
        to store such property on the Property in a public warehouse or
        elsewhere at the cost and risk and for the account of Lessee) and to
        alter the Property in such manner as Lessor may deem necessary or
        advisable so as to put the Property in good order and to make the same
        rentable and from time to time sublet the Property or any part thereof
        for such term or terms whether or not extending beyond the then current
        term of this Lease (but such sublease may provide for a new and
        successive lease to commence immediately upon the

                                      22.
<PAGE>   24

        termination of this Lease), at such rentals and upon such other terms as
        Lessor in its sole discretion may deem advisable, and with the right to
        make alterations and repairs to the Property; and Lessee agrees to pay
        to Lessor on demand all reasonable expenses incurred by Lessor in such
        subletting, and in altering, repairing and putting the Property in good
        order and condition, and in reletting the same, including fees of
        attorneys and architects, and all other reasonable expenses or
        commissions. Lessor shall be Lessee's agent and representative on the
        Property in respect of all matters arising under or in connection with
        any such sublease made for Lessee by Lessor. Under each such sublease,
        Lessee shall retain the right to enter upon and use the Property,
        subject to the terms and conditions of such sublease and the rights of
        the sublessee thereunder. Lessee further agrees to pay to Lessor,
        following the date of such subletting, to and including the date
        provided in this Lease for the expiration of the Lease Term, the sums of
        money which would have been payable by Lessee as Basic Rent and
        Supplemental Rent, deducting only the net amount of rent, if any, which
        Lessor shall actually receive (after deducting from the gross receipts
        the expenses, costs and payments of Lessor which in accordance with the
        terms of this Lease would have been borne by Lessee) in the meantime
        from and by any such subletting of the Property, and Lessee hereby
        agrees to remain liable for all sums otherwise payable by Lessee under
        this Lease, including, but not limited to, the expenses of Lessor
        aforesaid, as well as for any deficiency aforesaid. Lessor shall have
        the right from time to time to begin and maintain successive actions or
        other legal proceedings against Lessee for the recovery of such
        deficiency, expenses or damages or for a sum equal to any installments
        of Basic Rent or Supplemental Rent and other sums payable hereunder, and
        to recover the same upon the liability of Lessee herein provided, which
        liability it is expressly covenanted shall survive the commencement or
        determination of any action to secure possession of the Property.
        Nothing herein contained shall be deemed to require Lessor to wait to
        begin such action or other legal proceedings until the date when this
        Lease would have expired by limitation had there been no such Event of
        Default. Notwithstanding any such subletting without termination,
        pursuant to the terms hereof, Lessor shall retain the right to and may
        at any time thereafter elect to terminate this Lease or Lessee's right
        to possession of the Property for any previous breach which remains
        uncured or for any subsequent breach by giving Lessee written notice
        thereof as herein provided, and in such event Lessee shall forfeit any
        rights or interest under any such sublease and thereafter the
        obligations of any such sublessee shall run directly to Lessor for its
        own account. Upon application by Lessor, a receiver may be appointed to
        take possession of the Property, exercise all rights granted to Lessor
        as agent and attorney-in-fact for Lessee set forth in this Section
        17.3(e) and apply any rentals collected from the Property as hereinabove
        provided. No taking of possession of the Property or other act by Lessor
        as the agent and attorney-in-fact for Lessee pursuant to the foregoing
        provisions, nor any subletting by Lessor for Lessee pursuant to the
        foregoing provisions, nor any such appointment of a receiver shall
        constitute or be construed as an election by Lessor to terminate this
        Lease or Lessee's right to possession of the Property unless a written
        notice of such intention be given to Lessee.

    -   REPOSSESSION AND RECOVERABLE AMOUNTS. In the event of any termination of
        the Term pursuant to Section 17.1 or as permitted by law, Lessee shall
        quit and surrender the Property to Lessor, and Lessor may without
        further notice enter upon, reenter, possess and repossess the same by
        summary proceedings, ejectment or otherwise, and again have,

                                      23.
<PAGE>   25

        repossess and enjoy the same as if this Lease had not been made, and in
        any such event neither Lessee nor any Person claiming through or under
        Lessee by virtue of any law or an order of any court shall be entitled
        to possession or to remain in possession of the Property but shall
        forthwith quit and surrender the Property, and Lessor shall,
        notwithstanding any other provision of this Lease, be entitled to
        recover from Lessee the aggregate of all amounts Lessor is permitted to
        recover from Lessee, including:

           -   the worth at the time of award, as computed below, of the unpaid
               rent (including, without limitation, Basic Rent and Supplemental
               Rent) which had been earned at the time of termination of this
               Lease;

           -   the worth at the time of award of the amount by which the unpaid
               rent (including, without limitation, Basic Rent and Supplemental
               Rent) which would have been earned after the time of termination
               of this Lease until the time of award exceeds the amount of such
               rental loss that Lessee proves could have been reasonably
               avoided;

           -   the worth at the time of award of the amount by which the unpaid
               rent (including, without limitation, Basic Rent and Supplemental
               Rent) for the balance of the Term after the time of award exceeds
               the amount of such rental loss for said balance of the Term that
               Lessee proves could be reasonably avoided; and

           -   any other amount necessary to compensate Lessor for all the
               detriment proximately caused by Lessee's failure to perform its
               obligations under this Lease or which in the ordinary course of
               things would be likely to result therefrom; including without
               limitation any loss or damage arising out of the failure of
               Lessor to receive the benefit of the performance by Lessee of any
               obligation to purchase the Property under the provisions of this
               Lease. Lessee acknowledges and agrees that, in reliance upon this
               Lease and Lessee's covenants and agreements hereunder and the
               creditworthiness and financial condition of Lessee, Lessor has
               entered into certain special transactions to finance the costs of
               acquiring the Land and the Improvements and, in connection with
               such financing transactions, Lessor has incurred and will
               continue to incur indebtedness and liabilities under and pursuant
               to the Participation Agreement and the other Operative
               Agreements. Lessee acknowledges and agrees that an Event of
               Default will cause Lessor substantial damage and detriment due to
               its obligations and liabilities under the Participation Agreement
               and the other Operative Agreements, including, without
               limitation, the failure of Lessor to be fully compensated for the
               Advances made to Lessee. Accordingly, in order to compensate
               Lessor for all detriment proximately caused by Lessee's failure
               to perform its obligations under this Lease, Lessor shall be
               permitted to recover from Lessee, without limitation, all amounts
               necessary for Lessor to be fully compensated for all of the
               Advances made to Lessee.

               The "worth at the time of award," of the amounts referred to in
the foregoing subsections 17.3(f) (i) and (ii) shall be computed by allowing
interest at the Overdue Rate (or at the highest rate permitted by applicable
law, whichever is less) on

                                      24.
<PAGE>   26

each rental installment from the date the same was due hereunder to the time of
award. The "worth at the time of award" of the amount referred to in the
foregoing subsection (iii) shall be computed by discounting such amount at the
discount rate of the Federal Reserve Bank of New York at the time of the award
plus one percent (1%). As used herein, the term "time of award" shall mean
either (A) the date upon which Lessee pays to Lessor the amount recoverable by
Lessor as hereinabove set forth or (B) the date of entry of any determination,
order or judgment of any court, other legally constituted body, or any
arbitrator(s), determining the amount recoverable, whichever first occurs. If
the time of award is determined under clause (B), above, then the amount
recoverable by Lessor hereunder shall bear interest from the time of award until
paid at the Overdue Rate (or at the highest rate permitted by applicable law,
whichever is less). Nothing herein contained shall limit or prejudice the right
of Lessor, and Lessor is hereby expressly granted the right, in any bankruptcy
or reorganization or insolvency proceedings, to prove for and obtain as damages
by reason of such termination, an amount equal to the maximum allowed by any
statute or rule of law whether such amount shall be greater or less than the
amounts referred to above.

    -   WAIVER OF CERTAIN RIGHTS. If this Lease shall be terminated pursuant to
        Section 17.1, Lessee waives, to the fullest extent permitted by law, (a)
        any notice of re-entry or the institution of legal proceedings to obtain
        re-entry or possession; (b) any right of redemption, re-entry or
        repossession; (c) the benefit of any laws now or hereafter in force
        exempting property from liability for rent or for debt; and (d) any
        other rights which might otherwise limit or modify any of Lessor's
        rights or remedies under this Article 17.

    -   ASSIGNMENT OF RIGHTS UNDER CONTRACTS. If an Event of Default shall have
        occurred and be continuing, and whether or not this Lease shall have
        been terminated pursuant to Section 17.1, Lessee shall upon Lessor's
        demand immediately assign, transfer and set over to Lessor all of
        Lessee's right, title and interest in and to each agreement executed by
        Lessee in connection with the construction, renovation, development, use
        or operation of the Property (including, without limitation, all right,
        title and interest of Lessee with respect to all warranty, performance,
        service and indemnity provisions), as and to the extent that the same
        relate to the construction, renovation, and operation of the Property.

    -   POWER OF SALE AND FORECLOSURE. Except as expressly provided in this
        Lease, for purposes of this Section 17.6, presentment, demand, protest
        and all other notices of any kind are hereby expressly waived. In
        addition (subject to Article 21 below), upon the occurrence of any Event
        of Default, Lessor, as beneficiary, may immediately take such action,
        without notice or demand, as it deems advisable to protect and enforce
        its rights against Lessee, as trustor, in and to the Trust Property,
        including the following actions, at such time and in such manner as
        Lessor may determine, in its sole discretion, without impairing or
        otherwise affecting the other rights and remedies of Lessor:

    -   Either in person or by agent, with or without bringing any action or
        proceeding, or by a receiver appointed by a court and without regard to
        the adequacy of its security, enter upon and take possession of the
        Trust Property or any part thereof, with or without legal

                                      25.
<PAGE>   27

        action, and do any acts which it deems necessary or desirable to
        preserve the value, marketability or rentability of the Trust Property,
        or any part thereof (including entering into new leases of all or any
        part of the Trust Property) and, with or without taking possession of
        the Trust Property, sue for or otherwise collect the rents, issues and
        profits thereof, including those past due and unpaid, and apply the
        same, less costs and expenses of operation and collection including
        reasonable attorneys' fees, to the payment of all of Lessee's
        obligations hereunder (including, without limitation, the payment of
        Basic Rent, Supplemental Rent and the Termination Value or Purchase
        Option Price) (collectively, the "Lease Payment Obligations"), all in
        such order as Lessor may determine. The entering upon and taking
        possession of the Trust Property, the collection of such rents, issues
        and profits and the application thereof as aforesaid, shall not cure or
        waive any default or notice of default hereunder or invalidate any act
        done in response to such default or pursuant to such notice of default
        and, notwithstanding the continuance in possession of the Trust Property
        or the collection, receipt and application of rents, issues or profits,
        Lessor shall be entitled to exercise every right provided for herein and
        the other Operative Documents or by law.

            Bring an action in any court of competent jurisdiction to foreclose
            on the Trust Property, to appoint a receiver or to enforce any of
            the covenants, terms or conditions hereof and Lessor shall have the
            right to specific performance, injunction and any other equitable
            right or remedy as though other remedies were not provided in this
            Lease.

            Elect to cause the Trust Property or any part thereof to be sold as
            follows, Lessee hereby expressly waiving any right which it may have
            to direct the order in which any of the Trust Property may be sold:

               (i) Lessor may proceed as if all of the Trust Property were real
        property, in accordance with subparagraph (ii) below, or Lessor may
        elect to treat any of the Trust Property which consists of personal
        property, in accordance with the Section of this Lease entitled
        "Security Agreement and Fixture Filing," separate and apart from the
        sale of the Land, the remainder of the Trust Property being treated as
        real property;

               (ii) Lessor may cause any such sale or other disposition to be
        conducted immediately following the expiration of any grace period, if
        any, herein provided or Lessor may delay any such sale or other
        disposition for such period of time as Lessor deems to be in its best
        interest. Should Lessor desire that more than one such sale or other
        disposition be conducted, Lessor may, at its option, cause the same to
        be conducted simultaneously, or successively on the same day, or at such
        different days or times and in such order as Lessor may deem to be in
        its best interest;

               (iii) Should Lessor elect to sell the Trust Property and Lessor
        elects to proceed under the laws governing foreclosure of or sales
        pursuant to deeds of trust, Lessor (or any trustee designated by Lessor)
        shall give such notice of default

                                      26.
<PAGE>   28

        and election to sell as may then be required by law. Thereafter, upon
        the expiration of such time and the giving of such notice of sale as may
        then be required by law, Lessor (or any trustee designated by Lessor),
        at the time and place specified by the notice of sale, shall sell such
        Trust Property, or any portion thereof specified by Lessor, at public
        auction to the highest bidder for cash in lawful money of the United
        States. Lessor may postpone, from time to time, the sale by public
        announcement thereof at the time and place noticed therefor. If the
        Trust Property consists of several lots or parcels, Lessor may elect to
        sell the Trust Property either as a whole or in separate lots or
        parcels. If Lessor elects to sell in separate lots or parcels, Lessor
        may designate the order in which such lots or parcels shall be offered
        for sale or sold. Any person, including Lessee or Lessor, may purchase
        at the sale. Upon any sale, Lessor shall execute and deliver to the
        purchaser or purchasers a deed or deeds conveying the property so sold,
        but without any covenant or warranty whatsoever, express or implied,
        whereupon such purchaser or purchasers shall be let into immediate
        possession;

               (iv) In the event of a sale or other disposition of any such
        property, or any part thereof, and the execution of a deed or other
        conveyance pursuant thereto, the recitals therein of facts, such as an
        Event of Default, the giving of notice of default and notice of sale,
        demand that such sale should be made, postponement of sale, terms of
        sale, sale, purchase, payments of purchase money, and any other fact
        affecting the regularity or validity of such sale or disposition shall
        be conclusive proof of the truth of such facts; and any such deed or
        conveyance shall be conclusive against all persons as to such facts
        recited therein; and

               (v) After deducting all costs, fees and expenses of Lessor,
        including all costs of evidence of title and attorneys' fees in
        connection with sale, Lessor shall apply the proceeds of sale to payment
        of all sums so expended under the terms hereof not then repaid; the
        payment of all other sums then secured hereby; and the remainder, if
        any, to the Person or Persons legally entitled thereto;

    -   Exercise all other rights and remedies provided herein, in the other
        Operative Documents or otherwise available at law or equity.

    -   With or without notice, and without releasing Lessee from any obligation
        hereunder, to cure any default of Lessee and, in connection therewith,
        to enter upon the Property and to perform such acts and things as Lessor
        deems necessary or desirable to inspect, investigate, assess and protect
        the Property, including, without limitation of any of its other rights:
        to obtain a court order to enforce Lessor's right to enter and inspect
        the Property pursuant to California Civil Code Section 2929.5, to which
        the decision of Lessor as to whether there exists a release or
        threatened release of a Hazardous Substance onto the Property shall be
        deemed reasonable and conclusive as between the parties hereto; to have
        a receiver appointed pursuant to California Code of Civil Procedure
        Section 564 to enforce Lessor's right to enter and inspect the Property
        for Hazardous Substances; to appear in and defend any action or
        proceeding purporting to affect the

                                      27.
<PAGE>   29

        Property or the rights or powers of Lessor hereunder; to pay, purchase,
        contest or compromise any encumbrance, charge, lien or claim of lien
        which, in the judgment of Lessor, is prior or superior hereto, the
        judgment of Lessor being conclusive as between the parties hereto; to
        pay any premiums or charges with respect to insurance required to be
        carried hereunder; and to employ counsel, accountants, contractors and
        other appropriate persons to assist Lessor;

    -   To commence and maintain an action or actions in any court of competent
        jurisdiction pursuant to California Code of Civil Procedure Section 736,
        whether commenced prior to foreclosure of the Property or after
        foreclosure of the Property, and to seek the recovery of any and all
        costs, damages, expenses, fees, penalties, fines, judgments,
        indemnification payments to third parties, and other out-of-pocket costs
        or expenses actually incurred by Lessor (collectively, the
        "ENVIRONMENTAL COSTS") incurred or advanced by Lessor relating to the
        cleanup, remediation or other response action required by Legal
        Requirements or which Lessor believes necessary to protect its interest
        in the Property, it being conclusively presumed between Lessor and
        Lessee that all such Environmental Costs incurred or advanced by Lessor
        relating to the cleanup, remediation or other response action of or to
        the Property were made by Lessor in good faith. All Environmental Costs
        incurred by Lessor pursuant to this Section 17.6(g) (including, without
        limitation, court costs, consultants' fees and attorneys' fees, whether
        incurred in litigation or not and whether before or after judgment)
        shall bear interest at the Overdue Rate from the date of expenditure
        until said sums have been paid. Lessor shall be entitled to bid, at the
        sale of the Property held pursuant to Section 17.6(c) above, the amount
        of said costs, expenses and interest in addition to the amount of the
        other Lease Payment Obligations hereby secured as a credit bid, the
        equivalent of cash. For the purposes of any action brought under this
        Section 17.6(f), Lessee hereby waives the defense of laches and any
        applicable statute of limitations; and

    -   To waive its lien against the Property or any portion thereof, whether
        fixtures or personal property, to the extent such property is found to
        be environmentally impaired in accordance with California Code of Civil
        Procedure Section 726.5 and to exercise any and all rights and remedies
        of an unsecured creditor against Lessee and all of Lessee's assets and
        property for the recovery of any deficiency and Environmental Costs,
        including, but not limited to, seeking an attachment order pursuant to
        California Code of Civil Procedure Section 483.010. As between Lessor
        and Lessee, for purposes of California Code of Civil Procedure Section
        726.5, Lessee shall have the burden of proving that Lessee or any
        related party (or any affiliate or agent of Lessee or any related party)
        was not in any way negligent in permitting the release or threatened
        release of the Hazardous Substance. For the purposes of any action
        brought under this paragraph, Lessee hereby waives the defense of laches
        and any applicable statute of limitations.

    -   All costs and expenses incurred by Lessor pursuant to this Section 17.6
        (including without limitation court costs, consultants' fees and
        attorneys' fees, whether incurred in litigation or not and whether
        before or after judgment) shall bear interest at the Overdue Rate, from
        the date of expenditure until said sums have been paid. Lessor shall be
        entitled to bid, at the sale of the Property held pursuant to subsection
        17.4(c) above, the amount of said costs, expenses and interest in
        addition to the amount of the other Lease

                                      28.
<PAGE>   30

        Payment Obligations hereby secured as a credit bid, which shall be
        deemed the equivalent of cash.

    -   In no event shall Lessor (or any trustee designation by Lessor), in the
        exercise of the remedies provided in this Section 17.6 (including,
        without limitation, in connection with the appointment of a receiver and
        the entry of such receiver on to all or any part of the Trust Property),
        be deemed a "mortgagee in possession," and Lessor shall not in any way
        be made liable for any act, either of commission or omission, in
        connection with the exercise of such remedies.

    -   Lessee hereby waives any right to require that any security given
        hereunder or under any other agreement securing the Lease Payment
        Obligations be marshaled and further waives any right otherwise
        available in respect to marshalling of assets which secure any Lease
        Payment Obligation or to require Lessor to pursue its remedies against
        any such assets.

    -   SECURITY AGREEMENT AND FIXTURE FILING.

    -   It is the intention of the parties hereto that this Lease shall
        constitute a Security Agreement within the meaning of the Uniform
        Commercial Code (the "UCC") of the State of California. If an Event of
        Default shall occur under this Lease, then in addition to having any
        other right or remedy available at law or in equity, Lessor shall have
        the option of either (i) proceeding under the UCC and exercising such
        rights and remedies as may be provided to a secured party by the UCC
        with respect to all or any portion of the Trust Property which is
        personal property (including, without limitation, taking possession of
        and selling such property) or (ii) treating such property as real
        property and proceeding with respect to both the real and personal
        property constituting the Trust Property in accordance with Lessor's
        rights, powers and remedies with respect to the real property (in which
        event the default provisions of the UCC shall not apply). If Lessor
        shall elect to proceed under the UCC, then ten (10) business days notice
        of sale of the personal property shall be deemed reasonable notice and
        the reasonable expenses of retaking, holding, preparing for sale,
        selling and the like incurred by Lessor shall include, but not be
        limited to, attorneys' fees and legal expenses. At Lessor's request,
        Lessee shall assemble the personal property and make it available to
        Lessor at a place designated by Lessor which is reasonably convenient to
        both parties.

    -   Lessee and Lessor agree, to the extent permitted by law, that this Lease
        (or a memorandum thereof) upon recording or registration in the real
        estate records of the proper office shall constitute a financing
        statement filed as a "fixture filing" within the meaning of Sections
        9313 and 9402 of the UCC.

    -   Lessee, upon request by Lessor from time to time, shall execute,
        acknowledge and deliver to Lessor one or more separate security
        agreements, in form reasonably satisfactory to Lessor, covering all or
        any part of the Trust Property and will further execute, acknowledge and
        deliver, or cause to be executed, acknowledged and delivered, any
        financing statement, affidavit, continuation statement or certificate or
        other document as Lessor may reasonably request in order to perfect,
        preserve, maintain, continue or extend

                                      29.
<PAGE>   31

        the security interest under and the priority of this Lease and such
        security instrument. Lessee further agrees to pay to Lessor on demand
        all reasonable costs and expenses incurred by Lessor in connection with
        the preparation, execution, recording, filing and re-filing of any such
        document and all reasonable costs and expenses of any record searches
        for financing statements Lessor shall reasonably require. Lessee shall
        from time to time, on request of Lessor, deliver to Lessor an inventory
        in reasonable detail of any of the Trust Property which constitutes
        personal property. If Lessee shall fail to furnish any financing or
        continuation statement within ten (10) days after request by Lessor,
        then pursuant to the provisions of the UCC, Lessee hereby authorizes
        Lessor, without the signature of Lessee, to execute and file any such
        financing and continuation statements. The filing of any financing or
        continuation statements in the records relating to personal property or
        chattels shall not be construed as in any way impairing the right of
        Lessor to proceed against any personal property encumbered by this Lease
        as real property, as set forth above.

    -   REMEDIES CUMULATIVE.  The remedies herein provided shall be cumulative
        and in addition to (and not in limitation of) any other remedies
        available at law, equity or otherwise.

    -   LESSEE'S RIGHT TO CURE. Notwithstanding any provision contained in this
        Lease or any other Operative Agreement, if an Event of Default has
        occurred and is continuing, Lessee shall have the right to cure such
        Event of Default by exercising its Purchase Option at any time prior to
        such time as a foreclosure upon or sale of the Property has been
        completed.

                                        -

    -   LESSOR'S RIGHT TO CURE LESSEE'S DEFAULTS. Lessor, without waiving or
        releasing any obligation or Event of Default, may (but shall be under no
        obligation to) remedy any Event of Default for the account and at the
        sole cost and expense of Lessee, including the failure by Lessee to
        maintain any insurance required by Article 14, and may, to the fullest
        extent permitted by law, and notwithstanding any right of quiet
        enjoyment in favor of Lessee, enter upon the Property for such purpose
        and take all such action thereon as may be necessary or appropriate
        therefor. No such entry shall be deemed an eviction of Lessee. All
        out-of-pocket costs and expenses so incurred (including the fees and
        expenses of counsel), together with interest thereon at the Overdue Rate
        from the date on which such sums or expenses are paid by Lessor, shall
        be paid by Lessee to Lessor on demand as Supplemental Rent.

                                        -

    -   PROVISIONS RELATING TO LESSEE'S TERMINATION OF THIS LEASE OR EXERCISE OF
        PURCHASE OPTIONS.  In connection with any termination of this Lease with
        respect to the Property pursuant to the terms of Section 16.2 or Article
        17, or in connection with Lessee's exercise of its Purchase Option or
        Maturity Date Purchase Option, upon the date on which this Lease is to
        terminate with respect to the Property or upon the Expiration Date with
        respect to the Property, and upon tender by Lessee of the amounts set
        forth in Section 16.2(b), 17.2, 20.1 or 20.2, as applicable:

                                      30.
<PAGE>   32

    -   Lessor shall execute and deliver to Lessee (or to Lessee's designee) at
        Lessee's cost and expense an assignment of Lessor's entire interest in
        the Property, in each case in recordable form and otherwise in
        conformity with local custom and free and clear of the Lien of this
        Lease and any Lessor Liens; and

    -   The Property shall be conveyed to Lessee "AS IS" and in its then present
        physical condition.

                                        -

    -   PURCHASE OPTION. Subject to Section 17.8, Lessee shall have the option
        on any Payment Date (exercisable by giving Lessor irrevocable written
        notice (the "PURCHASE NOTICE") of Lessee's election to exercise such
        option not less than thirty (30) days prior to the date of purchase
        pursuant to such option) to purchase the Property on the date specified
        in such Purchase Notice at a price equal to the Termination Value plus
        all Basic Rent and Supplemental Rent due and owing on such date of
        purchase (the "PURCHASE OPTION PRICE") (which the parties do not intend
        to be a "bargain" purchase price) of the Property. If Lessee exercises
        its option to purchase the Property pursuant to this Section 20.1 (the
        "PURCHASE OPTION"), Lessor shall transfer to Lessee or Lessee's designee
        all of Lessor's right, title and interest in and to the Property as of
        the date specified in the Purchase Notice upon receipt of the Purchase
        Option Price and all Rent and other amounts then due and payable under
        this Lease and any other Operative Agreement, in accordance with Section
        19.1.

    -   MATURITY DATE PURCHASE OPTION. Not less than one hundred eighty (180)
        days prior to the Maturity Date, Lessee may give Lessor and Agent
        irrevocable written notice (the "MATURITY DATE ELECTION NOTICE") that
        Lessee is electing to exercise the Maturity Date Purchase Option or its
        option to remarket the Property pursuant to Section 21.1. If Lessee does
        not give a Maturity Date Election Notice on or before the date one
        hundred eighty (180) days prior to the Maturity Date, then Lessee shall
        be deemed to have exercised its Maturity Date Purchase Option. If Lessee
        has elected, or is deemed to have elected, to exercise the Maturity Date
        Purchase Option, then on the Maturity Date Lessee shall pay to Lessor an
        amount equal to the Termination Value plus all Basic Rent and
        Supplemental Rent due and owing on such date of purchase for the
        Property (which the parties do not intend to be a "bargain" purchase
        price) and, upon receipt of such amount plus all Rent and other amounts
        then due and payable under this Lease and any other Operative Agreement,
        Lessor shall transfer to Lessee or Lessee's designee all of Lessor's
        right, title and interest in and to the Property in accordance with
        Section 19.1.

    -   EXTENSION OF EXPIRATION DATE. Lessee may extend the Expiration Date and
        the Maturity Date subject to, and in accordance with, the terms and
        conditions of Section 16 of the Participation Agreement.

                                      31.
<PAGE>   33

                                        -

    -   SALE PROCEDURE.

    -   Provided that no Default or Event of Default shall have occurred and be
        continuing, at the expiration of the Term, unless Lessee shall have (i)
        elected to extend the Expiration Date, (ii) elected (or be deemed to
        have elected) to purchase the Property and paid the Purchase Option
        Price with respect thereto, or (iii) otherwise terminated this Lease
        with respect thereto and paid the Termination Value with respect
        thereto, Lessee may elect to terminate this Lease and remarket the
        Property as provided in Section 20.2, in which event Lessee shall (i)
        pay to Lessor the Maximum Residual Guarantee Amount for the Property,
        and (ii) sell the Property to one or more third parties for cash in
        accordance with Section 21.1(b). In the event that Lessee elects to
        terminate the Lease and remarket the Property, Lessee hereby covenants
        and agrees that, to the extent the Property is not in compliance with
        all Legal Requirements, or would not be in such compliance upon its sale
        to a third party, and the cost to put the Property into such compliance
        is in excess of $200,000, Lessee shall pay such excess to Lessor
        immediately upon demand.

    -   During the Marketing Period, Lessee, as nonexclusive broker for Lessor,
        shall use its best efforts to obtain bids for the cash purchase of the
        Property for the highest price available in the relevant market, shall
        notify Lessor promptly of the name and address of each prospective
        purchaser and the cash price which each prospective purchaser shall have
        offered to pay for the Property and shall provide Lessor with such
        additional information about the bids and the bid solicitation procedure
        as Lessor may request from time to time. Lessor may reject any and all
        bids and may assume sole responsibility for obtaining bids by giving
        Lessee written notice to that effect; provided, however, that
        notwithstanding the foregoing, Lessor may not reject a bid if such bid
        is greater than or equal to the sum of the Limited Recourse Amount and
        all costs and expenses of sale and is a bona fide offer by a third party
        purchaser who is not an Affiliate of Lessee. If the price which a
        prospective purchaser shall have offered to pay for all or any of the
        Property is less than the sum of the Limited Recourse Amount and all
        costs and expenses of sale, Lessor may elect to retain the Property by
        giving Lessee at least two (2) Business Days' prior written notice of
        Lessor's election to retain the Property, and upon receipt of such
        notice, Lessee shall surrender the Property to Lessor pursuant to
        Section 10.1(c). Unless Lessor shall have elected to retain the Property
        pursuant to the preceding sentence, Lessor shall sell the Property free
        of any Lessor Liens attributable to it, without recourse or warranty,
        for cash to the purchaser or purchasers identified by Lessee or Lessor,
        as the case may be, and Lessee shall surrender the Property to such
        purchaser in the condition specified in Section 10.1.

    -   On the date during the Marketing Period on which the Property is sold
        pursuant to Section 21.1(b), or on the Maturity Date if the Property
        remains unsold, Lessee shall pay to Lessor the Maximum Residual
        Guarantee Amount for the Property.

    -   APPLICATION OF PROCEEDS OF SALE. Lessor shall apply the proceeds of sale
        of the Property pursuant to the provisions of Section 12.4 of the
        Participation Agreement; provided, however, upon any sale of the
        Property pursuant to this Article 21, the Lessor shall obtain


                                      32.
<PAGE>   34

        an appraisal which shall allocate the proceeds of such sale between the
        Land and the Improvements thereon. To the extent such appraisal
        indicates that the respective proceeds received with respect to Land and
        Improvements exceeds, after giving effect to the payment required under
        Section 21.1(c) hereof, the remaining Land Investment Balance and
        Improvements Investment Balance, respectively, such excess shall be
        promptly returned to Lessee. In no event shall any excess proceeds
        received with respect to the Land be applied to any deficiency with
        respect to the Improvements Investment Balance, nor shall any excess
        proceeds received with respect to the Improvements be applied to any
        deficiency with respect to the Land Investment Balance.

    -   INDEMNITY FOR EXCESSIVE WEAR. If the proceeds of the sale described in
        Section 21.1(b) with respect to the Property, less all expenses incurred
        by Lessor in connection with such sale, shall be less than the Limited
        Recourse Amount for the Property at the time of such sale and if it
        shall have been determined (pursuant to the Appraisal Procedure) that
        the Fair Market Sales Value of the Property shall have been impaired by
        greater than expected wear and tear during the Term, Lessee shall pay to
        Lessor within ten (10) days after receipt of Lessor's written statement
        (a) the amount of such excess wear and tear determined by the Appraisal
        Procedure or (b) the amount of the Net Sale Proceeds Shortfall,
        whichever amount is less.

    -   APPRAISAL PROCEDURE. For determining the Fair Market Sales Value of the
        Property or any other amount which may, pursuant to any provision of any
        Operative Agreement, be determined by an appraisal procedure, Lessor and
        Lessee shall use the following procedure (the "APPRAISAL PROCEDURE").
        Lessor and Lessee shall endeavor to reach a mutual agreement as to such
        amount for a period of ten (10) days from commencement of the Appraisal
        Procedure, and if they cannot agree within ten (10) days, then two
        qualified appraisers, one chosen by Lessee and one chosen by Lessor,
        shall mutually agree thereupon, but if either party shall fail to choose
        an appraiser within twenty (20) days after notice from the other party
        of the selection of its appraiser, then the appraisal by such appointed
        appraiser shall be binding on Lessee and Lessor. If the two appraisers
        cannot agree within twenty (20) days after both shall have been
        appointed, then a third appraiser shall be selected by the two
        appraisers or, failing agreement as to such third appraiser within
        thirty (30) days after both shall have been appointed, by the American
        Arbitration Association. The decisions of the three appraisers shall be
        given within twenty (20) days of the appointment of the third appraiser
        and the decision of the appraiser most different from the average of the
        other two shall be discarded and such average shall be binding on Lessor
        and Lessee; provided that if the highest appraisal and the lowest
        appraisal are equidistant from the third appraisal, the third appraisal
        shall be binding on Lessor and Lessee. The fees and expenses of all of
        the appraisers shall be paid by Lessee.

    -   CERTAIN OBLIGATIONS CONTINUE. During the Marketing Period, the
        obligation of Lessee to pay Rent with respect to the Property (including
        the installment of Basic Rent due on the Maturity Date) shall continue
        undiminished until payment in full to Lessor of the sale proceeds, the
        Maximum Residual Guarantee Amount, if any, the amount due under Section
        21.3, if any, and all other amounts due to Lessor with respect to the
        Property. Lessor shall have the right, but shall be under no duty, to
        solicit bids, to inquire into the

                                      33.
<PAGE>   35

        efforts of Lessee to obtain bids or otherwise to take action in
        connection with any such sale, other than as expressly provided in this
        Article 21.

                                        -

    -   HOLDING OVER. If Lessee shall for any reason remain in possession of the
        Property after the expiration or earlier termination of this Lease
        (unless the Property is conveyed to Lessee), such possession shall be as
        a tenancy at sufferance during which time Lessee shall continue to pay
        Supplemental Rent that would be payable by Lessee hereunder were the
        Lease then in full force and effect with respect to the Property and
        Lessee shall continue to pay Basic Rent at an annual rate equal to the
        rate payable hereunder immediately preceding such expiration or earlier
        termination; provided, however, that from and after the sixtieth (60th)
        day Lessee shall remain in possession of the Property after such
        expiration or earlier termination, Lessee shall pay Basic Rent at an
        annual rate equal to two hundred percent (200%) of the Basic Rent
        payable hereunder immediately preceding such expiration or earlier
        termination. Such Basic Rent shall be payable from time to time upon
        demand by Lessor. During any period of tenancy at sufferance, Lessee
        shall, subject to the second preceding sentence, be obligated to perform
        and observe all of the terms, covenants and conditions of this Lease,
        but shall have no rights hereunder other than the right, to the extent
        given by law to tenants at sufferance, to continue its occupancy and use
        of the Property. Nothing contained in this Article 22 shall constitute
        the consent, express or implied, of Lessor to the holding over of Lessee
        after the expiration or earlier termination of this Lease as to the
        Property and nothing contained herein shall be read or construed as
        preventing Lessor from maintaining a suit for possession of the Property
        or exercising any other remedy available to Lessor at law or in equity.

                                        -

    -   RISK OF LOSS. The risk of loss of or decrease in the enjoyment and
        beneficial use of the Property as a result of the damage or destruction
        thereof by fire, the elements, casualties, thefts, riots, wars or
        otherwise is assumed by Lessee, and Lessor shall in no event be
        answerable or accountable therefor.

                                        -

    -   SUBLETTING AND ASSIGNMENT. Lessee may not assign this Lease or any of
        its rights or obligations hereunder in whole or in part. Lessee may,
        without the consent of Lessor, sublease the Property or a portion
        thereof to any Person. No sublease or other relinquishment of possession
        of the Property shall in any way discharge or diminish any of Lessee's
        obligations to Lessor hereunder and Lessee shall remain directly and
        primarily liable under this Lease as to the Property, or any portion
        thereof, so sublet. Any sublease of the Property shall be made subject
        to and subordinate to this Lease and to the rights of Lessor hereunder,
        and shall expressly provide for the surrender of the Property after an
        Event of Default hereunder.

                                      34.
<PAGE>   36

    -   SUBLEASES. Promptly following the execution and delivery of any sublease
        permitted by this Article 24, Lessee shall deliver a copy of such
        executed sublease to Lessor.

                                        -

    -   ESTOPPEL CERTIFICATES. At any time and from time to time upon not less
        than twenty (20) days' prior request by Lessor, Lessee shall furnish to
        Lessor a certificate signed by an individual having the office of vice
        president or higher in Lessee certifying that this Lease is in full
        force and effect (or that this Lease is in full force and effect as
        modified and setting forth the modifications); the dates to which the
        Basic Rent and Supplemental Rent have been paid; to the best knowledge
        of the signer of such certificate, whether or not Lessor is in default
        under any of its obligations hereunder (and, if so, the nature of such
        alleged default); and such other matters under this Lease as Lessor may
        reasonably request. Any such certificate furnished pursuant to this
        Article 25 may be relied upon by Lessor, and any existing or prospective
        mortgagee, purchaser or lender, and any accountant or auditor, of, from
        or to Lessor (or any Affiliate thereof).

                                        -

    -   NO WAIVER. No failure by Lessor or Lessee to insist upon the strict
        performance of any term hereof or to exercise any right, power or remedy
        upon a default hereunder, and no acceptance of full or partial payment
        of Rent during the continuance of any such default, shall constitute a
        waiver of any such default or of any such term. To the fullest extent
        permitted by law, no waiver of any default shall affect or alter this
        Lease, and this Lease shall continue in full force and effect with
        respect to any other then existing or subsequent default.

                                        -

    -   ACCEPTANCE OF SURRENDER. Except as otherwise expressly provided in this
        Lease, no surrender to Lessor of this Lease or of all or any portion of
        the Property or of any interest therein shall be valid or effective
        unless agreed to and accepted in writing by Lessor and no act by Lessor
        or any representative or agent of Lessor, other than a written
        acceptance, shall constitute an acceptance of any such surrender.

                                        -

    -   NO MERGER OF TITLE. There shall be no merger of this Lease or of the
        leasehold estate created hereby by reason of the fact that the same
        Person may acquire, own or hold, directly or indirectly, in whole or in
        part, (a) this Lease or the leasehold estate created hereby or any
        interest in this Lease or such leasehold estate, (b) the fee estate in
        the Property, except as may expressly be stated in a written instrument
        duly executed and delivered by the appropriate Person, or (c) a
        beneficial interest in Lessor.

                                      35.
<PAGE>   37

                                        -

    -   NOTICES. Unless otherwise specifically provided herein, all notices,
        consents, directions, approvals, instructions, requests and other
        communications required or permitted by the terms hereof to be given to
        any Person shall be given in writing by nationally recognized courier
        service and any such notice shall become effective one Business Day
        after delivery to such nationally recognized courier service specifying
        overnight delivery and shall be directed to the address of such Person
        as indicated:

               If to Lessee:

                      LAM RESEARCH CORPORATION
                      4650 Cushing Parkway
                      Fremont, California 94538
                      Attn:  Craig Garber, Treasurer
                      Telephone No: (510) 572-1875
                      Telecopy No: (510) 572-1586

               If to Lessor:

                      Scotiabanc Inc.
                      600 Peachtree Street NE, Suite 2700
                      Atlanta, Georgia 30308
                      Attention: William Brown, Managing Director
                      Telephone No.: (404) 877-1501
                      Telecopy No.: (404) 888-8998

or such additional parties and/or other address as such party may hereafter
designate.

                                        -

    -   MISCELLANEOUS. Anything contained in this Lease to the contrary
        notwithstanding, all claims against and liabilities of Lessee or Lessor
        arising from events commencing prior to the expiration or earlier
        termination of this Lease shall survive such expiration or earlier
        termination. If any term or provision of this Lease or any application
        thereof shall be declared invalid or unenforceable, the remainder of
        this Lease and any other application of such term or provision shall not
        be affected thereby. If any right or option of Lessee provided in this
        Lease, including any right or option described in Articles 15, 16, 20 or
        21, would, in the absence of the limitation imposed by this sentence, be
        invalid or unenforceable as being in violation of the rule against
        perpetuities or any other rule of law relating to the vesting of an
        interest in or the suspension of the power of alienation of property,
        then such right or option shall be exercisable only during the period
        which shall end twenty-one (21) years after the date of death of the
        last survivor of the descendants of Franklin D. Roosevelt, the former
        President of the United States, Henry Ford, the deceased automobile
        manufacturer, and John D. Rockefeller, the founder of the Standard Oil
        Company, known to be alive on the date of the execution and delivery of
        this Lease.

                                      36.
<PAGE>   38

    -   AMENDMENTS AND MODIFICATIONS. Neither this Lease nor any provision
        hereof may be amended, waived, discharged or terminated except by an
        instrument in writing signed by Lessor and Lessee.

    -   SUCCESSORS AND ASSIGNS. All the terms and provisions of this Lease shall
        inure to the benefit of the parties hereto and their respective
        successors and permitted assigns.

    -   HEADINGS AND TABLE OF CONTENTS. The headings and table of contents in
        this Lease are for convenience of reference only and shall not limit or
        otherwise affect the meaning hereof.

    -   COUNTERPARTS. This Lease may be executed in any number of counterparts,
        each of which shall be an original, but all of which shall together
        constitute one and the same instrument.

    -   GOVERNING LAW. THIS LEASE HAS BEEN DELIVERED IN, AND SHALL IN ALL
        RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
        THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
        - ENTIRELY WITHIN SUCH STATE, EXCEPT AS TO MATTERS RELATING TO THE
        CREATION, PERFECTION AND ENFORCEMENT OF LIENS AND SECURITY INTERESTS AND
        THE EXERCISE OF REMEDIES WITH RESPECT THERETO, WHICH SHALL BE GOVERNED
        BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE IN WHICH THE
        PROPERTY IS LOCATED.

    -   LIMITATIONS ON RECOURSE. Except as expressly set forth in the Operative
        Agreements, Lessee agrees to look solely to Lessor's estate and interest
        in the Property, the proceeds of sale thereof, any insurance proceeds or
        any other award or any third party proceeds received by Lessor in
        connection with the Property for the collection of any judgment
        requiring the payment of money by Lessor in the event of liability by
        Lessor, and no other property or assets of Lessor or any shareholder,
        owner or partner (direct or indirect) thereof, or any director, officer,
        employee, beneficiary, Affiliate of any of the foregoing shall be
        subject to levy, execution or other enforcement procedure for the
        satisfaction of Lessee's remedies under or with respect to this Lease,
        the relationship of Lessor and Lessee hereunder or Lessee's use of the
        Property or any other liability of Lessor to Lessee; provided that
        nothing in this Section 30.7 shall be construed to impair or limit the
        rights of Lessee against Lessor under the Operative Agreements. Nothing
        in this Section 30.7 shall be interpreted so as to limit the terms of
        Section 6.1 or 6.2.

    -   RECORDATION OF LEASE. A memorandum of this Lease shall be recorded in
        the jurisdiction in which the Property is located, at Lessee's sole cost
        and expense.

                                      37.
<PAGE>   39

        IN WITNESS WHEREOF, the parties have caused this Lease be duly executed
and delivered as of the date first above written.




LESSEE:                                   LAM RESEARCH CORPORATION

                                          By:    /s/ Craig Garber
                                                 -------------------------------

                                          Name:  Craig Garber
                                                 -------------------------------

                                          Title: Treasurer
                                                 -------------------------------

LESSOR:                                   SCOTIABANC INC.

                                          By:    /s/ F.C.H. Ashby
                                                 -------------------------------

                                          Name:  F.C.H. Ashby
                                                 -------------------------------

                                          Title: Senior Manager, Loan Operations
                                                 -------------------------------



<PAGE>   40


                                    EXHIBIT A
                                LEASE SUPPLEMENT


<PAGE>   41



                                    EXHIBIT B


<TABLE>
<CAPTION>
<S>                                         <C>
LAND INVESTMENT BALANCE                     $10,695,405.14

IMPROVEMENTS INVESTMENT BALANCE             $16,450,780.11
                                            --------------
                                            $27,146,185.25
                                            ==============
</TABLE>


<PAGE>   42


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                     PAGE
                                                                                     ----
<S>     <C>                                                                           <C>
article 1..............................................................................


        1.1    Definitions.............................................................1


article 2..............................................................................


        2.1    Property................................................................1


        2.2    Lease Term..............................................................1


        2.3    Title...................................................................1


article 3..............................................................................


        3.1    Rent....................................................................2


        3.2    Payment of Basic Rent...................................................2


        3.3    Supplemental Rent.......................................................2


        3.4    Performance on a Non-Business Day.......................................2


        3.5    Method of Payment.......................................................3


article 4..............................................................................


        4.1    Utility Charges.........................................................3
</TABLE>


                                        i.
<PAGE>   43

                                TABLE OF CONTENTS
                                   (CONTINUED)
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<CAPTION>
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<S>     <C>                                                                           <C>
article 5..............................................................................


        5.1    Quiet Enjoyment.........................................................3


article 6..............................................................................


        6.1    Net Lease; No Setoff; Etc...............................................3


        6.2    No Termination or Abatement.............................................4


article 7..............................................................................


        7.1    Ownership of the Property...............................................5


        7.2    Liens and Security Interests............................................5


article 8..............................................................................


        8.1    Condition of the Property...............................................7


        8.2    Possession and Use of the Property......................................8


article 9..............................................................................


        9.1    Compliance with Legal Requirements and Insurance Requirements...........8


article 10.............................................................................


        10.1   Maintenance and Repair; Return..........................................8
</TABLE>

                                       ii.
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                                TABLE OF CONTENTS
                                   (CONTINUED)
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<CAPTION>
                                                                                     PAGE
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<S>     <C>                                                                           <C>
        10.2   Right of Inspection.....................................................9


        10.3   Environmental Inspection................................................9


article 11.............................................................................


        11.1   Modifications, Substitutions and Replacements...........................10


article 12.............................................................................


        12.1   Warranty of Title.......................................................11


        12.2   Grants and Releases of Easements........................................11


article 13.............................................................................


        13.1   Permitted Contests Other Than in Respect of Impositions.................12


article 14.............................................................................


        14.1   Public Liability and Workers' Compensation Insurance....................12


        14.2   Hazard and Other Insurance..............................................13


        14.3   Coverage................................................................13


article 15.............................................................................


        15.1   Casualty and Condemnation...............................................14
</TABLE>

                                      iii.
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                                TABLE OF CONTENTS
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<CAPTION>
                                                                                     PAGE
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<S>     <C>                                                                           <C>
        15.2   Environmental Matters...................................................15


        15.3   Notice of Environmental Matters.........................................16


article 16.............................................................................


        16.1   Termination upon Certain Events.........................................16


        16.2   Procedures..............................................................16


article 17.............................................................................


        17.1   Events of Default.......................................................17


        17.2   Final Liquidated Damages................................................19


        17.3   Lease Remedies..........................................................19


        17.4   Waiver of Certain Rights................................................23


        17.5   Assignment of Rights Under Contracts....................................24


        17.6   Power of Sale and Foreclosure...........................................24


        17.7   Security Agreement and Fixture Filing...................................27


        17.8   Remedies Cumulative.....................................................28


        17.9   Lessee's Right to Cure..................................................28
</TABLE>

                                      iv.
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                                TABLE OF CONTENTS
                                   (CONTINUED)
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<CAPTION>
                                                                                     PAGE
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<S>     <C>                                                                           <C>
article 18.............................................................................


        18.1   Lessor's Right to Cure Lessee's Defaults................................28


article 19.............................................................................


        19.1   Provisions Relating to Lessee's Termination of this Lease or
               Exercise of Purchase Options............................................29


article 20.............................................................................


        20.1   Purchase Option.........................................................29


        20.2   Maturity Date Purchase Option...........................................29


        20.3   Extension of Expiration Date............................................30


article 21.............................................................................


        21.1   Sale Procedure..........................................................30


        21.2   Application of Proceeds of Sale.........................................31


        21.3   Indemnity for Excessive Wear............................................31


        21.4   Appraisal Procedure.....................................................31


        21.5   Certain Obligations Continue............................................31
</TABLE>

                                       v.
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                                TABLE OF CONTENTS
                                   (CONTINUED)
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<CAPTION>
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<S>     <C>                                                                           <C>
article 22.............................................................................


        22.1   Holding Over............................................................32


article 23.............................................................................


        23.1   Risk of Loss............................................................32


article 24.............................................................................


        24.1   Subletting and Assignment...............................................32


        24.2   Subleases...............................................................32


article 25.............................................................................


        25.1   Estoppel Certificates...................................................33


article 26.............................................................................


        26.1   No Waiver...............................................................33


article 27.............................................................................


        27.1   Acceptance of Surrender.................................................33


article 28.............................................................................


        28.1   No Merger of Title......................................................33
</TABLE>

                                      vi.
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                                TABLE OF CONTENTS
                                   (CONTINUED)
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<CAPTION>
                                                                                     PAGE
                                                                                     ----
<S>     <C>                                                                           <C>

article 29.............................................................................


        29.1   Notices.................................................................33


article 30.............................................................................


        30.1   Miscellaneous...........................................................34


        30.2   Amendments and Modifications............................................34


        30.3   Successors and Assigns..................................................34


        30.4   Headings and Table of Contents..........................................34


        30.5   Counterparts............................................................35


        30.6   Governing Law...........................................................35


        30.7   Limitations on Recourse.................................................35


        30.8   Recordation of Lease....................................................35


        Exhibit A LEASE SUPPLEMENT.....................................................37
</TABLE>


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Contents/Authorities. Deleting this break will cause Table of
Contents/Authorities headers and footers to appear on any pages following the
Table of Contents/Authorities.

                                      vii.

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                                TABLE OF CONTENTS
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<S>     <C>                                                                           <C>

</TABLE>


                                     viii.