Exhibit 10(a)
<PAGE>

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                             PARTICIPATION AGREEMENT

                           Dated as of March 31, 2000

                                      among

                      ASSET HOLDINGS III, L.P., as Lessor,


                        ADESA CORPORATION, as the Lessee,

                        SUNTRUST BANK, as the Credit Bank

                                       and

                CORNERSTONE FUNDING CORPORATION I, as the Issuer

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

                                 Lease Financing

                     for ADESA Corporation and Subsidiaries

                             Auto Auction Facilities

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    Notice: This Document Contains Proprietary Information. Not to Be Copied
      or Disseminated Without the Consent of Richard W. Rubenstein, Squire,
                 Sanders & Dempsey L.L.P., 41 South High Street,
                  1300 Huntington Center, Columbus, Ohio 43215
                       (614) 365-2805, fax (614) 365-2499.


<PAGE>

                                TABLE OF CONTENTS
                                -----------------
                                                                           Page
                                                                           ----

SECTION 1  DEFINITIONS; INTERPRETATION.......................................2

SECTION 2  ACQUISITION AND LEASE; LETTER OF CREDIT;
           NATURE OF TRANSACTION.............................................2
     SECTION 2.1   Agreement to Refinance, Fund Property Costs and Lease.....2
     SECTION 2.2   Funding of Property Costs; Loan and Contribution..........2
     SECTION 2.3   Nature of Transaction.....................................4
     SECTION 2.4   Amounts Due Under Lease and Reimbursement Agreement.......4
     SECTION 2.5   Controlling Agreements....................................5
     SECTION 2.6   Application of Proceeds of Loan and Contribution..........5
     SECTION 2.7   Payments of Rent by the Lessee to the Credit Bank.........6
     SECTION 2.8.  The Letter of Credit......................................6
     SECTION 2.9.  Alternate Letters of Credit...............................7
     SECTION 2.10. Annual Fee of the Issuer..................................7


SECTION 3  CONDITIONS PRECEDENT; DOCUMENTS...................................8
     SECTION 3.1  Conditions to the Obligations of the Lessor, the
                  Credit Bank and the Issuer on the Closing Date.............8
     SECTION 3.2  Conditions to the Obligations of the Lessee...............13

SECTION 4  REPRESENTATIONS AND COVENANTS....................................13
     SECTION 4.1  Representations of the Lessee.............................13
     SECTION 4.2  Representations and Covenants of Lessor...................17
     SECTION 4.3  Covenant of Credit Bank...................................20
     SECTION 4.4  Tax Treatment.............................................20
     SECTION 4.5  Representations and Covenants of Issuer...................21

SECTION 5  COVENANTS OF THE LESSEE..........................................24
     SECTION 5.1  Qualification as to Corporate Status......................24
     SECTION 5.2  Further Assurances........................................24
     SECTION 5.3  Reporting.................................................24
     SECTION 5.4  Affirmative Covenants of Lessee...........................26
     SECTION 5.5  Financial Covenants.......................................26

SECTION 6  TRANSFERS BY LESSOR AND CREDIT BANK..............................27
     SECTION 6.1  Lessor Transfers..........................................27
     SECTION 6.2  Issuer and Credit Bank Transfers..........................27

SECTION 7  INDEMNIFICATION..................................................27
     SECTION 7.1   General Indemnification..................................27
     SECTION 7.2   Environmental Indemnity..................................28
     SECTION 7.3   Proceedings in Respect of Claims.........................30

                                      -i-

<PAGE>

     SECTION 7.4   General Tax Indemnity....................................31
     SECTION 7.5   [Reserved]...............................................36
     SECTION 7.6   End of Term Indemnity....................................36
     SECTION 7.7   Increased Costs, Etc.....................................37
     SECTION 7.8   Exculpation..............................................38
     SECTION 7.9   Role of Issuer and Credit Bank...........................38
     SECTION 7.10  Issuer's and Credit Bank's Benefits......................39
     SECTION 7.11  Lessor's Benefits........................................39

SECTION 8  MISCELLANEOUS....................................................39
     SECTION 8.1   Survival of Agreements...................................39
     SECTION 8.2   Notices..................................................40
     SECTION 8.3   Counterparts.............................................41
     SECTION 8.4   Amendments...............................................41
     SECTION 8.5   Headings, Etc............................................41
     SECTION 8.6   Parties in Interest......................................41
     SECTION 8.7   Governing Law............................................41
     SECTION 8.8   No Recourse..............................................41
     SECTION 8.9   Expenses.................................................42
     SECTION 8.10  Severability.............................................42
     SECTION 8.11  Submission to Jurisdiction; Waivers......................42
     SECTION 8.12  Reproduction of Documents................................43

APPENDIX I           Definitions and Interpretation
APPENDIX II          Form of Funding Requisition

EXHIBIT A            Form of Lease
EXHIBIT B            Form of Reimbursement Agreement
EXHIBIT C            Form of Borrower Promissory Note
EXHIBIT D            Form of Guaranty
EXHIBIT E            Form of Letter of Credit
EXHIBIT F            Form of Remarketing Agreement
EXHIBIT G-1          Form of Opinion of Counsel to the Lessee and Guarantor
EXHIBIT G-2          Form of Opinion of Counsel to the Lessor
EXHIBIT H            Form of Mortgage
EXHIBIT I            Form of Assignment of Lease and Rents
EXHIBIT J            Form of Non-Disturbance and Attornment Agreement

SCHEDULE I           Schedule of Financial Covenants of Lessee

                                      -ii-
<PAGE>

                             PARTICIPATION AGREEMENT


         THIS PARTICIPATION AGREEMENT (this "Participation Agreement"), dated as
of  March  31,  2000,  is  among  ASSET  HOLDINGS  III,  L.P.,  an Ohio  limited
partnership,  as the Lessor, ADESA CORPORATION,  an Indiana corporation,  as the
Lessee, SUNTRUST BANK, a banking corporation duly organized and validly existing
under the laws of the State of  Georgia,  as the Credit  Bank,  and  CORNERSTONE
FUNDING CORPORATION I, a Delaware corporation, as the Issuer.

                              W I T N E S S E T H:

         WHEREAS,  in accordance with and subject to the terms and provisions of
this Participation  Agreement,  the Lease and the other Operative Documents,  at
the  request of the  Lessee,  (i) the Lessor  has  agreed to  refinance  certain
indebtedness encumbering the Properties, (ii) the Lessor has agreed to lease and
demise each Property to the Lessee under the Lease, and the Lessee has agreed to
rent and hire the Property under the Lease from the Lessor, (iii) the Lessor has
reserved  and provided  for, and the Lessee has agreed to pay,  Basic Rent under
the Lease in an aggregate amount  sufficient to pay the debt service incurred in
connection  with the  refinancing,  (iv) the  Lessor  has  issued  its  Borrower
Promissory Note to the Issuer to evidence, and the Issuer has agreed to provide,
the Loan in an  amount of  $28,373,000  for the  payment  of  Property  Costs in
connection  with  the  refinancing  of  certain  indebtedness   encumbering  the
Properties,  (v) the Issuer has entered  into with the Note Trustee that certain
Master  Trust  Indenture,  and that  certain  First  Supplemental  Series  Trust
Indenture,  both dated as of March 31, 2000  (together,  the "Note  Indenture"),
pursuant  to which the Issuer has issued and sold its Series  2000A Notes in the
aggregate  principal  amount of  $28,373,000,  the repayment of the Series 2000A
Notes to be secured by that certain irrevocable, direct-pay letter of credit No.
F502587 (the "Letter of Credit") in the Stated Amount of $28,904,994 dated April
3, 2000 issued by the Credit Bank, (vi) pursuant to the Reimbursement Agreement,
the Credit Bank has agreed to issue the Letter of Credit to the Note  Trustee to
provide for the payment of required debt service under,  and remarketing of, the
Notes, and the Lessor,  pursuant to the Reimbursement  Agreement,  has agreed to
pay all fees  required  for the  maintenance  of the  Letter  of  Credit  and to
reimburse the Credit Bank for all Drawings made and Letter of Credit Liabilities
incurred under the Letter of Credit and the Reimbursement  Agreement,  and (vii)
Lessor has agreed to invest  the  proceeds  of the  Contribution  obtained  from
Lessor's own funds in an amount up to  $877,515.46  for the payment of a portion
of Property Costs in connection  with the  refinancing  of certain  indebtedness
encumbering  the Leased  Property and the payment of Property  Costs incurred in
connection with the transactions contemplated by the Operative Documents.

         NOW, THEREFORE,  in consideration of the mutual agreements contained in
this  Participation  Agreement  and other good and valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

                                      -1-

<PAGE>

                                    SECTION 1
                           DEFINITIONS; INTERPRETATION

         Unless the context shall otherwise require,  capitalized terms used and
not defined herein shall have the meanings assigned thereto in Appendix I hereto
for all purposes hereof and the rules of interpretation  set forth in Appendix I
hereto shall apply to this Participation Agreement.

                                    SECTION 2
                    ACQUISITION AND LEASE; LETTER OF CREDIT;
                              NATURE OF TRANSACTION

         SECTION 2.1    AGREEMENT TO REFINANCE, FUND  PROPERTY  COSTS AND LEASE.
Subject  to the  terms  and  conditions  of this  Participation  Agreement,  the
Transfer Documents,  the Lease and the other Operative Documents, on the Closing
Date, (i) the Lessor has agreed to reorganize and  recapitalize  its partnership
interests,  (ii) the Lessor has agreed to provide funding in the amount of up to
$29,250,515  for the Property Costs  associated  with the refinancing of certain
indebtedness  encumbering  the  Properties  pursuant to the Issuer's loan of the
proceeds of the sale of the Series  2000A Notes and the Lessor's  investment  of
the  Contribution,  (iii) the Lessor has agreed to lease and demise  each of the
Properties to the Lessee under the Lease and the Lessee have agreed to lease and
hire the  Properties  described in the Lease from the Lessor and pay, INTER ALIA
the Basic Rent reserved in the Lease.

         SECTION 2.2    FUNDING OF PROPERTY COSTS; ISSUANCE OF LETTER OF CREDIT;
LOAN AND CONTRIBUTION.

                  (a)      Subject   to  the  terms  and   conditions   of  this
Participation Agreement, and the terms and conditions of the Note Indenture, the
Placement Agreement, the Letter of Credit and the delivery to and receipt by the
Note  Trustee of the Letter of Credit,  the Issuer  agrees to issue and sell the
Notes and  authorize the Note Trustee to  authenticate  and deliver the Notes to
the original  purchasers  thereof upon receipt of payment of the purchase  price
thereof pursuant to the Note Indenture.

                  (b)      Subject   to  the  terms  and   conditions   of  this
Participation  Agreement,  the  Reimbursement  Agreement and the other Operative
Documents,  the Credit Bank has agreed to issue and deliver the Letter of Credit
to the Note  Trustee  for the  benefit of the Holders of the Notes to secure the
repayment of the Notes according to the terms thereof and the Note Indenture.

                  (c)      Subject   to  the  terms  and   conditions   of  this
Participation  Agreement, and the terms and conditions of the Note Indenture, in
consideration  of the  execution  and  delivery  by the  Lessor of the  Borrower
Promissory Note, the Issuer agrees to make the Loan to the Lessor, in the amount
of the net  proceeds  derived  from  the  sale of the  Notes in the sum of up to
$28,373,000,  in order to finance the Lessor's payment of Property Costs in that
amount.  Upon the  delivery  of the  Letter of Credit to the Note  Trustee,  the
authentication of the Notes by the Note Trustee and the delivery of the Notes to
the purchasers  thereof,  the receipt by Note Trustee of the purchase price from
the sale of the  Notes,  and the  satisfaction  of the  conditions  set forth in
SECTION 3.1,  the Lessor  hereby  directs,  and the Lessee  hereby  requests and
authorizes,  the Issuer to instruct the Note Trustee

                                      -2-

<PAGE>

pursuant to the  provisions of the Note  Indenture,  to disburse the proceeds of
the sale of the Notes in accordance with the disbursement instructions set forth
in the Funding Requisition, such disbursement to constitute the complete funding
of the Loan. The Loan shall (i) be a term loan in the principal  amount of up to
$28,373,000,  (ii) be  evidenced  by the Borrower  Promissory  Note,  (iii) bear
interest from the Closing Date in the amount provided in the Borrower Promissory
Note,  such  interest  to be  payable on each  Interest  Payment  Date,  (iv) be
repayable as to principal as provided in the Borrower  Promissory Note and in no
event later than on the Scheduled  Termination  Date, and (v) be subject to such
other terms and  conditions  as are set forth in the Borrower  Promissory  Note.
Under the Lease, the Lessee has agreed to pay the Credit Rent to the Credit Bank
on each Rent Payment Date,  the proceeds of which,  subject to the provisions of
the  Operative  Documents,  are  intended to  reimburse  the Credit Bank for the
amount of all Drawings and other  Letter of Credit  Obligations  incurred by the
Lessor under the Reimbursement Agreement.

                  (d)      Upon  the satisfaction of the conditions set forth in
SECTION 3.1, and concurrent  with the  disbursement of the proceeds of the Loan,
the Lessor  agrees to invest and apply the proceeds of the  Contribution  in the
sum of up to  $877,515.46  to pay Property  Costs in that amount,  in accordance
with the  disbursement  instructions set forth in the Funding  Requisition.  The
Contribution  shall (i) be in the aggregate  amount of $877,515.46,  (ii) be due
and repayable by the Lessee in full  (subject to the  provisions of SECTION 15.6
of the Lease) on the Lease  Termination Date and in any event not later than the
Scheduled  Termination Date, (iii) bear a pre-tax cumulative annual return equal
to the amount of the Contribution  Return,  which shall be payable in arrears by
the Lessee on each Rent  Payment  Date,  and (iv) be subject to such other terms
and conditions as set forth therein.  Under the Lease,  the Lessee has agreed to
pay the Facility Rent to the Credit Bank, for the account of the Lessor, on each
Rent  Payment  Date the  proceeds  of which,  subject to the  provisions  of the
Operative  Documents,  are intended to pay the Contribution  Return then accrued
and  remaining  unpaid.  The  Contribution  shall be disbursed by the Lessor and
applied according to the instructions set forth in the Funding Requisition.

                  (e)      At the Closing,  the Lessee shall prepare and deliver
the  Funding  Requisition  substantially  in the form set forth in  Appendix  II
hereof,  and shall  cause to be listed  therein the names,  addresses,  taxpayer
identification  information and, where applicable,  wiring  instructions of each
person to whom  Property  Costs are  payable,  and the amount so payable to such
person,  and shall  attach  thereto  the  invoice,  closing  statement  or other
evidence of the amounts due. Not more than ten percent (10%) of the total amount
of the Property  Costs may be delivered to the Lessee as agent of the Lessor for
the subsequent disbursement of Property Costs not payable or required to be paid
at  Closing,  and the  Lessee  shall hold all  monies  delivered  to it for such
purpose as a trust fund to be applied only to the payment of Property  Costs and
for no other  purpose.  The Lessee shall  deliver a written  report  signed by a
Responsible  Officer  setting forth an account of the application of such monies
on each Rent Payment Date  following the Closing until all such monies have been
disbursed  in full.  Any surplus of such monies not  required for the payment of
Property Costs may be applied by the Lessee to pay installments of Basic Rent on
any Rent Payment Date. The Funding Requisition shall be addressed to the Lessor,
the Credit Bank and the  Issuer,  and the  delivery  of the Funding  Requisition
shall  constitute the  representation  and warranty by the Lessee to the Lessor,
the Issuer and the Credit Bank that all the conditions  precedent to the Closing
have been satisfied, including but not limited to those contained in SECTION 3.1
hereof.

                                      -3-
<PAGE>

         SECTION 2.3    NATURE OF TRANSACTION.  It is the intent of the parties
hereto that:  (a) for financial  accounting  purposes the Lease  constitutes  an
"operating  lease" pursuant to Statement of Financial  Accounting  Standards No.
13, as amended;  (b) for purposes of  commercial,  real estate,  bankruptcy  and
federal,  state and local income tax law, the  transactions  contemplated by the
Lease are  financing  arrangements  and shall be  treated as the  repayment  and
security provisions of a loan by the Lessor to the Lessee, and that all payments
of Basic Rent during the Lease Term shall be treated as payments of interest and
all  payments  of Lease  Balance  (except  to the  extent  constituting  accrued
Contribution Return) shall be treated as payments of principal,  as the case may
be,  in  respect  of such  loan;  (c) if a  bankruptcy  court or other  court of
competent  jurisdiction  shall  at any  time  determine  that  the  transactions
represented  by the Lease and the other  Operative  Documents do not  constitute
true leasing transactions, then in any such event, the Lease shall be treated as
a deed of trust and security agreement, mortgage and security agreement or other
similar instrument  granting a lien and security interest,  with a power of sale
from the Lessee,  as mortgagor,  to Lessor for the benefit of the Issuer and the
Credit Bank, as the case may be, as mortgagee, encumbering the related Property,
to secure the Lessee's  performance under and payment of all amounts at any time
due or  payable  under  the Lease and the  other  Operative  Documents,  and the
payment by the Lessee of Basic Rent shall be treated as payments of interest and
the payment by the Lessee of any amounts in respect of the Lease Balance (except
to the extent  constituting  accrued  Contribution  Return)  shall be treated as
repayments of principal (all such payments  being  obligatory and to the fullest
extent  permitted by law, shall have priority over any and all mechanics'  liens
and other  liens and  encumbrances  arising  after each  Memorandum  of Lease is
recorded;  PROVIDED,  HOWEVER,  that the maximum  amount of unpaid  indebtedness
secured by the Lease,  exclusive of interest and the Contribution  Return, which
may be outstanding at any time shall be $29,250,515),  and (d) each Mortgage and
the Assignment of Lease and Rents shall and hereby do create a lien and security
interest in the Collateral (as defined in each Mortgage) and the Lease,  subject
to the  Excluded  Rights  and to  exceptions,  if any,  set  forth in each  such
Mortgage.  Notwithstanding  the foregoing and the  provisions of SECTION 4.4 and
SECTION 7.4 hereof,  each party hereto  acknowledges and agrees that none of the
Lessee,  the Issuer,  the Lessor,  the Placement  Agent, the Credit Bank nor any
other Person has made any representations or warranties to such party concerning
the tax,  financial,  accounting  or legal  characteristics  or treatment of the
Operative  Documents and that each party has obtained and relied solely upon the
advice of its own tax,  accounting and legal  advisors  concerning the Operative
Documents  and the  accounting,  tax,  financial and legal  consequences  of the
transactions contemplated therein.

         SECTION 2.4    AMOUNTS  DUE  UNDER LEASE AND  REIMBURSEMENT  AGREEMENT.
Anything else herein, in the Reimbursement  Agreement,  Borrower Promissory Note
or elsewhere to the contrary notwithstanding,  it is the intention of the Lessee
and the Lessor that (i) the Lessee shall be obligated,  pursuant to the terms of
the Lease, to pay installments of Basic Rent then due on each Rent Payment Date,
and the amount and timing of such  installments of Basic Rent due and payable on
each Rent  Payment  Date from the Lessee  under the Lease  shall be equal to the
amount  of  the  respective  payments  due  and  payable  by the  Lessor  on the
immediately following Interest Payment Date with respect to the reimbursement of
Drawings  and payment of Letter of Credit  Liabilities  under the  Reimbursement
Agreement, and, to the extent not paid from proceeds of such Drawings, principal
and  interest on the  Borrower  Promissory  Note,  and the  Contribution  Return
payable to the Lessor on account of the Contribution,  (ii) if the Lessee elects
to exercise the Purchase Option,  or becomes  obligated to purchase the Property
demised under the Lease, the sum of the following amounts

                                      -4-

<PAGE>

(without  duplication)  shall be paid in full by Lessee on the Lease Termination
Date:  (A) the  amount of all  unreimbursed  Drawings,  unpaid  Letter of Credit
Liabilities,   and  other  amounts  due  and  payable  under  the  Reimbursement
Agreement,  plus (B) to the  extent  not paid from  proceeds  of  Drawings,  the
principal  amount  of the  Borrower  Promissory  Note then  outstanding  and all
interest  and  premium,  if any,  accrued  thereon,  plus  (C)  the  outstanding
Contribution and all accrued and unpaid  Contribution Return through the date of
payment,  plus (D) all other obligations of the Lessee owing to the Lessor under
the  Operative  Documents,  and (iii) upon an Event of Default  resulting  in an
acceleration  of the Lessee's  obligations to purchase the Leased Property under
the Lease,  the amounts then due and payable by the Lessee under the Lease shall
include the sum of the following amounts (without  duplication):  (A) the amount
of all unreimbursed  Drawings,  unpaid Letter of Credit  Liabilities,  and other
amounts  due and  payable  under the  Reimbursement  Agreement,  plus (B) to the
extent not paid from the proceeds of Drawings,  all amounts  necessary to pay in
full the unpaid principal and all interest and premium,  if any, due and payable
on the Borrower  Promissory Note, plus (C) the outstanding  Contribution and all
accrued and unpaid Contribution Return through the date of payment, plus (D) all
other  obligations  of the  Lessee  owing  to the  Lessor  under  the  Operative
Documents;  PROVIDED,  HOWEVER,  that (iv) in the event the  Lessee  effectively
exercises the  Remarketing  Option pursuant to the provisions of SECTION 15.6 of
the Lease and duly and timely  fulfill  the  provisions  of clauses  (i) through
(xiii) of SECTION 15.6 of the Lease,  Lessee's  obligations  shall be limited as
provided  in SECTION  15.6 of the Lease;  PROVIDED  FURTHER,  HOWEVER,  that (A)
payment  of the Lease  Balance in  connection  with the  clauses  (ii) and (iii)
above, shall satisfy any remaining  obligation for the payment of Basic Rent and
(B) in the  event  of a Credit  Event of  Default  which is not  related  to the
occurrence of a Default or an Event of Default,  the outstanding  balance of all
Letter of Credit Liabilities becomes (automatically or as a result of the Credit
Bank's  exercise  of its  remedies  under  SECTION  6.02  of  the  Reimbursement
Agreement)  immediately  due and  payable and no Default or Event of Default has
occurred and is then  continuing,  the Lessee shall not be  responsible  for the
payment  of  (and  such  amounts  shall  not  be  deemed  to be  Basic  Rent  or
Supplemental  Rent  or  included  in the  Lease  Balance  for any  purpose)  the
following  costs and charges which may become  payable as a result of the Credit
Event of  Default:  (i) any  additional  interest  payable  as a  result  of the
application of the Overdue Rate pursuant to the provisions of SECTION 2.03(g) of
the Reimbursement  Agreement, or (ii) any other costs and expenses of the Credit
Bank  incurred  by the  Credit  Bank in the  collection  or  enforcement  of the
obligations  of the Lessor  under the  Reimbursement  Agreement.  The  foregoing
notwithstanding,  the parties hereto  acknowledge and agree that the obligations
of the Lessor and its  partners  and  Affilliates  (including  their  respective
organizers, incorporators, members, stockholders, managers, directors, officers,
employees and agents) hereunder,  under the Borrower  Promissory Note, the Lease
and the other Operative  Documents are  non-recourse as provided in SECTION 6.10
of the Reimbursement  Agreement,  the provisions of the Borrower Promissory Note
and SECTION 18.12 of the Lease.

         SECTION 2.5    CONTROLLING  AGREEMENTS. In the  event  of any  conflict
between this  Participation  Agreement and any other  Operative  Document,  this
Participation  Agreement shall control. In the event of any conflict between the
Lease and any other Operative  Document to which the Lessee is not a party,  the
Lease shall control.

         SECTION 2.6    APPLICATION OF PROCEEDS OF LOAN AND CONTRIBUTION. The
parties hereto agree that the proceeds of the Loan and the Contribution shall be
used for the payment (or the reimbursement of the Lessee for the payment) of any
or all of the following items  (collectively,

                                       -5-
<PAGE>

"PROPERTY COSTS"):  (i) costs of acquisition of the Land and Improvements or any
part  thereof,  including,  without  limitation,  all costs  reasonably  related
thereto,  including the Letter of Credit Fees,  any  municipal  sewer or utility
contract,  any permit or consent for or from any Governmental Authority or other
Person,  (ii) the aggregate amount of principal,  interest and premium,  if any,
necessary  to pay  any  indebtedness  of the  Lessor  at any  time  incurred  in
connection  with the  acquisition of the Leased  Property and (iii) "soft costs"
related to any of the foregoing,  including  architect's  fees,  brokerage fees,
engineering  fees,  consulting and development fees, permit and license fees and
charges,  travel  and  related  expenses,  testing,  survey  costs,  filing  and
recording  fees,  charges,  taxes  and  other  impositions  of any  governmental
authority  having  jurisdiction,  title  charges and  attorneys'  fees and other
related  costs  and  expenses  properly  attributable  to any  of the  foregoing
Property Costs. The Lessee covenants not to use any of the proceeds of the Loan,
the  Contribution  or Drawings  under the Letter of Credit to pay, or  reimburse
itself for paying, for trade fixtures, personal property or equipment which does
not constitute part of the Improvements, or for working capital.

         SECTION 2.7    PAYMENTS OF RENT BY THE LESSEE TO THE CREDIT  BANK.  The
Lessor hereby  instructs  the Lessee,  and the Lessee  hereby  acknowledges  and
agrees,  that until such time as all Letter of Credit Liabilities are satisfied,
the Borrower  Promissory Note and the Contribution  and all unpaid  Contribution
Return  have  been  repaid  in full and the  Liens  evidenced  by the  Operative
Documents  have been  released,  (i) any and all Rent  (excluding  payments with
respect to the  Excluded  Rights,  which shall be payable to each  recipient  as
appropriate)  and any and all other amounts of any kind or type under any of the
Operative Documents due and owing or payable to the Lessor shall instead be paid
directly to the Credit Bank  (excluding  payments  with  respect to the Excluded
Rights,  which shall be payable to each  recipient  as  appropriate)  or to such
other Person as the Credit Bank may direct from time to time for  allocation and
distribution in accordance  with the procedures set forth herein;  PROVIDED THAT
so long as no Event of Default  shall have  occurred  and  remain  uncured,  the
Lessee   shall   cause  all   notices,   certificates,   financial   statements,
communications and other information which shall be delivered, or required to be
delivered,  to the Lessor,  to also be  delivered at the same time to the Credit
Bank.

         SECTION 2.8.      THE LETTER OF CREDIT.  Subject to the terms and
conditions of this Participation Agreement and of the Reimbursement Agreement:

                  (a)      ISSUANCE.  The Credit Bank agrees, at the time of the
Closing,  to issue and deliver the Letter of Credit in the Stated  Amount to the
Note Trustee as security for the payment of the Notes and for the benefit of the
Holders of the Notes under the Note Indenture.

                  (b)      TRANSFER.  The Letter of Credit may be  transferred
to a successor or substitute  Note Trustee in accordance with the provisions set
forth in the Letter of Credit.

                  (c)      STATED AMOUNT. The Stated Amount shall be reduced and
reinstated in accordance with the provisions of the Letter of Credit.

                  (d)      EXPIRATION.  The Letter of Credit will, by its terms,
expire  on the  earliest  of (i) the  making  by the Note  Trustee  of the final
drawing  available to be made  thereunder,  (ii) the Credit Bank's  receipt of a
written notice from the Note Trustee and the Issuer stating that no Notes

                                      -6-

<PAGE>

are  Outstanding  within  the  meaning  of the Note  Indenture,  (iii) the fifth
Business  Day after the Note  Trustee is  required  to  surrender  the Letter of
Credit  to the  Credit  Bank  for  cancellation  following  the  Note  Trustee's
acceptance  of an Alternate  Letter of Credit in  accordance  with the terms and
conditions of the Note  Indenture or (iv) the  Expiration  Date of the Letter of
Credit,  which is the  later to occur of (a) April  15,  2005,  or (b) a day not
earlier than one year  following  the then current  Expiration  Date,  but in no
event later than April 15, 2020 (provided,  that if the Expiration Date is not a
Business  Day,  the Letter of Credit will  terminate  on the first  Business Day
thereafter). On any Business Day prior to March 1, 2005, the Credit Bank, in its
sole discretion, may elect to extend the Expiration Date. If the Expiration Date
is so extended,  then on any Business Day which is at least 45 days prior to the
then current Expiration Date, the Credit Bank, in its sole discretion, may elect
to extend the then current  Expiration  Date. The  Expiration  Date shall not be
extended beyond April 15, 2020.

         SECTION 2.9.   ALTERNATE  LETTERS OF CREDIT. At any time on at least 60
days prior written notice to the Issuer,  the Lessee may request that the Issuer
provide for  delivery of an  Alternate  Letter of Credit to the Note  Trustee in
replacement  of the then  existing  Letter of Credit  pursuant  to the  Issuer's
rights under SECTION 8.05 of the Note  Indenture.  Any such Alternate  Letter of
Credit  shall  be  issued  by  a  bank,  a  trust  company  or  other  financial
institution,  shall have administrative terms acceptable to the Note Trustee and
shall in all  respects  material to the Holders of the Notes be the same (except
for the expiration date thereof,  which shall not be earlier than the expiration
date of the  Letter of  Credit  to be  replaced).  In  connection  with any such
request, the Lessee, at its expense,  shall identify the replacement credit bank
which will provide the Alternate  Letter of Credit,  and make such  arrangements
with the replacement  credit bank,  with the Rating Services then  maintaining a
rating  with  respect  to the  Notes,  and with such  other  Persons as shall be
necessary  in order to  satisfy,  and enable the Issuer and the Note  Trustee to
satisfy,  each of the conditions set forth in SECTION 8.05 of the Note Indenture
applicable to the  replacement of the Letter of Credit with an Alternate  Letter
of  Credit.  Upon  satisfaction  of  such  conditions,  or  providing  for  such
satisfaction on terms acceptable to the Issuer in its sole  discretion,  and the
payment of all of the reasonable expenses, including the reasonable expenses and
fees of legal counsel to the various parties  involved in the  transaction,  the
Issuer shall exercise its rights and powers under the provisions of Section 8.05
of the Note Indenture to effect the replacement of the Letter of Credit with the
Alternate  Letter of  Credit  proposed  by the  Lessee.  In the  event  that any
amendments  to the  provisions  of the Lease,  the  Participation  Agreement the
Reimbursement  Agreement  or  any  of  the  other  Operative  Documents,  or any
replacements  or  supplements  thereto,  are  requested  by  the  Lessee  or the
replacement  credit bank in  connection  with the  issuance  and delivery of the
Alternate  Letter of Credit,  the Lessor and the Issuer shall  cooperate in good
faith in the  consideration,  preparation and execution of any such  amendments,
replacements  or  supplements  provided that all of their  reasonable  costs and
expenses  related  thereto  are  paid in  full by the  Lessee,  the  duties  and
obligations of the Issuer or the Lessor are not materially  increased thereunder
or thereby and the rights and  priveleges of the Issuer and the Lessor shall not
be materially diminished thereunder or thereby.

         SECTION 2.10.  ANNUAL  FEE  OF THE  ISSUER.  In  consideration  of the
administrative  services to be  performed  by Issuer  pursuant to the  Operative
Documents,  the Lessee  shall pay,  as  Supplemental  Rent under the Lease,  the
Issuer's  annual fee for its services in connection  with the Notes and the Note
Indenture at the rate of 0.025% of the par amount of the Notes  Outstanding from
time to time,  such fee to be paid in  monthly  installments  in arrears on each
Interest  Payment  Date in the amount

                                      -7-

<PAGE>

of  one-twelfth  (1/12th) of the  weighted average  principal  amount of the
Notes  outstanding  during the previous  month multiplied  by 0.025%.  To the
extent that the Issuer's  annual fee hereunder is paid from the Program Expense
Fund of the Note Indenture,  the obligation of the Lessee to pay such amount as
Supplemental Rent shall be deemed satisfied.

                                    SECTION 3
                         CONDITIONS PRECEDENT; DOCUMENTS

         SECTION 3.1    CONDITIONS TO THE OBLIGATIONS  OF THE LESSOR, THE CREDIT
BANK AND THE ISSUER ON THE CLOSING  DATE.  The  obligations  of the Lessor,  the
Credit  Bank and the  Issuer  to carry out their  respective  obligations  under
SECTION 2 of this Participation Agreement shall be subject to the fulfillment to
the  satisfaction  of, or waiver by, each such party (acting directly or through
its  counsel)  on or  prior  to the  Closing  Date of the  following  conditions
precedent:

                  (a)      DOCUMENTS.  The  following  documents shall have been
executed and delivered by the respective parties thereto:

                                    (i)     PARTICIPATION  AGREEMENT.
                  Counterparts of this Participation Agreement, duly executed by
                  the parties  hereto,  shall have been delivered to each of the
                  parties hereto.

                                    (ii)    LEASE.    The    Original   Executed
                  Counterparts  of  the  Lease  (substantially  in the  form  of
                  EXHIBIT A), duly executed by the Lessee and the Lessor,  shall
                  have  been   delivered  to  the  Credit  Bank  and  additional
                  counterparts  thereof shall have been  delivered to the Lessor
                  and the Issuer.

                                    (iii)   REIMBURSEMENT AGREEMENT.
                  Counterparts of the Reimbursement Agreement  (substantially in
                  the form of EXHIBIT  B),  duly  executed by the Lessor and the
                  Credit Bank,  shall have been  delivered to each of the Lessor
                  and the Credit Bank.

                                    (iv)    BORROWER  PROMISSORY NOTE. The
                  Borrower  Promissory Note  (substantially in the form attached
                  hereto as EXHIBIT C) payable to the order of the Issuer,  duly
                  executed  by the  Lessor,  shall  have been  delivered  to the
                  Issuer.

                                    (v)     GUARANTY.  The  Guaranty
                  (substantially in the form of EXHIBIT D), duly executed by the
                  Guarantor, shall have been delivered to the Credit Bank.

                                    (vi)    LETTER OF CREDIT.  The Letter of
                  Credit  (substantially  in the form of  EXHIBIT  E) shall have
                  been delivered to the Note Trustee.

                                    (vii)   [reserved].

                                      -8-

<PAGE>

                                    (viii)  NOTE  INDENTURE. The Note Indenture,
                  including  the  Trust  Indenture  and the  First  Supplemental
                  Series Trust Indenture, shall have been executed by the Issuer
                  and the Note Trustee and counterparts  thereof shall have been
                  delivered to the parties hereto.

                                    (ix)    PLACEMENT AGREEMENT.       The
                  Placement Agreement shall have been executed by the Issuer and
                  the Placement Agent and  counterparts  thereof shall have been
                  delivered to the Placement Agent and the parties hereto.

                                    (x)     REMARKETING AGREEMENT.     The
                  Remarketing Agreement (substantially in the form of EXHIBIT G)
                  shall have been  executed  by the  Issuer and the  Remarketing
                  Agent, and  counterparts  thereof shall have been delivered to
                  the Remarketing Agent and the parties hereto.

                                    (xi)    RESOLUTIONS     AND     INCUMBENCY
                  CERTIFICATES, ETC. (a) Each of the Issuer and the Lessor shall
                  have received a  certificate  of the Secretary or an Assistant
                  Secretary  of the  Lessee  and  the  Guarantor  attaching  and
                  certifying  as to each:  (1) the  resolution  of its  Board of
                  Directors  (or an  appropriate  committee  of such Board) duly
                  authorizing  the  execution,  delivery and  performance  by it
                  under and of each Operative Document to which it is or will be
                  a  party,   (2)  the  incumbency  and  signatures  of  Persons
                  authorized to execute and deliver  Operative  Documents on its
                  behalf,  (3) its articles of incorporation,  certified as of a
                  recent  date  by  the  appropriate  officer  of its  state  of
                  incorporation  and (4) its  by-laws,  code of  regulations  or
                  other similar charter and governing documents.

                                    (xii)   OPINION OF COUNSEL TO THE LESSEE.
                  The opinion of counsel to the Lessee  dated the Closing  Date,
                  and being  substantially in the form set forth in Exhibit H-1,
                  shall have been delivered and addressed to each of the Lessor,
                  the Credit Bank and the Issuer.

                                    (xiii)  OPINION OF COUNSEL TO THE GUARANTOR.
                  The  opinion  of counsel to the  Guarantor  dated the  Closing
                  Date, and being substantially in the form set forth in EXHIBIT
                  H-1,  shall have been  delivered  and addressed to each of the
                  Lessor, the Credit Bank and the Issuer.

                                    (xiv)   LESSOR'S  RESOLUTION  AND INCUMBENCY
                  CERTIFICATE. The Credit Bank shall have received a certificate
                  of the general partner of the Lessor  attaching and certifying
                  as to (1) the general  partner's  resolution  authorizing  the
                  execution,  delivery and  performance  by it of each Operative
                  Document to which the Lessor is or will be a party and (2) the
                  incumbency and  signatures of Person(s)  authorized to execute
                  and deliver Operative Documents on the Lessor's behalf .

                                    (xv)    OPINION  OF  LESSOR'S  COUNSEL.  The
                  opinion of counsel to the Lessor dated the Closing  Date,  and
                  being substantially in the form set forth in EXHIBIT H-2 shall
                  have been  delivered and addressed to each of the Lessee,  the
                  Credit Bank and the Issuer.

                                       -9-

<PAGE>
                                    (xvi)   FEES OF THE FINANCIAL ADVISOR. On or
                  prior to the Closing Date, the Lessee shall have paid all fees
                  of the Financial  Advisor in connection with the  transactions
                  contemplated hereunder.

                  (b)      REAL ESTATE  DOCUMENTS. The following documents shall
have been executed and delivered by the respective  parties thereto with respect
to each Property ("Parcel Closing Conditions"):

                                    (i)     [omitted]

                                    (ii)    MEMORANDUM OF LEASE. A Memorandum of
                  Lease with respect to the applicable  Property,  duly executed
                  by the Lessee and the Lessor in  recordable  form,  shall have
                  been delivered to the Lessor.

                                    (iii)   MORTGAGES.   Counterparts   of   the
                  Mortgage (substantially in the form of EXHIBIT I) with respect
                  to the  applicable  Property,  duly executed by the Lessee and
                  the Lessor and in recordable  form,  shall have been delivered
                  to the Credit Bank.

                                    (iv)    ASSIGNMENT  OF  LEASE   AND   RENTS.
                  Counterparts   of  the   Assignment   of   Lease   and   Rents
                  (substantially in the form of EXHIBIT J), duly executed by the
                  Lessor,  consented to by the Lessee, shall have been delivered
                  to the Credit Bank.

                                    (v)     NON-DISTURBANCE    AND    ATTORNMENT
                  AGREEMENT.  Counterparts of the Non-Disturbance and Attornment
                  Agreement  (substantially  in the  form  of  EXHIBIT  K)  duly
                  executed by the Lessee,  the Lessor and the Credit Bank and in
                  recordable  form shall have been delivered to the Credit Bank,
                  the Lessor and the Lessee.

                                    (vi)    TITLE AND TITLE INSURANCE. The
                  Lessor  and the  Credit  Bank  shall  receive  from the  Title
                  Insurance  Company, a ALTA form of Owner's Policy with respect
                  to the  applicable  Property,  in  the  amount  of  the  total
                  Property  Costs (an "Lessor's  Title Policy") and an ALTA form
                  of Loan Policy of title insurance in the amount of 97% of such
                  Property's  Pro Rata Fraction of the total  Property  Costs (a
                  "Credit  Bank's  Title  Policy"),  each  issued  by the  Title
                  Insurance  Company,  each  acceptable in form and substance to
                  Lessor and the Credit Bank (the  Lessor's  Title  Policies and
                  the Credit Bank's Title Policies being called collectively the
                  "Title  Policies").  Each of the Title  Policies  (A) shall be
                  dated as of the  Closing  Date,  (B) to the  extent  permitted
                  under  Applicable Law, shall include coverage over the general
                  exceptions  to such Title Policy and shall contain a so-called
                  "Fairway" endorsement and such other affirmative  endorsements
                  as  to  easements  and   rights-of-way,   encroachments,   the
                  nonviolation of covenants and restrictions, survey matters and
                  other  matters  as  the  Credit  Bank  and  the  Lessor  shall
                  reasonably  request  and (C)  shall  not  contain  a  "pending
                  disbursements" exception.

                                      -10-

<PAGE>

                                    (vii)   SURVEY.   The   Lessee   shall  have
                  delivered, or shall have caused to be delivered, to the Lessor
                  and the Credit  Bank,  at the  Lessee's  expense,  an accurate
                  survey of the  Property  certified  to the Lessor,  the Credit
                  Bank  and  the  Title  Insurance  Company  conforming  in  all
                  material   respects  to  ALTA-ACSM  minimum  detail  standards
                  (including  Table A items 1, 2, 3, 4, 7, 8, 9, 10,  11 and 13)
                  and otherwise  satisfactory  to the Lessor and the Credit Bank
                  and showing no state of facts  unsatisfactory to the Lessor or
                  the Credit  Bank and  prepared  within  sixty (60) days of the
                  Closing  Date by a licensed  surveyor  selected  by Lessee and
                  reasonably  satisfactory to the Credit Bank. Such survey shall
                  (i) be acceptable to the Title Insurance Company, (ii) show no
                  encroachments on the Parcel by structures owned by others,  no
                  encroachments from any part of the Land onto any land owned by
                  others, and no encroachments  onto easements,  except for such
                  encroachments  which,  in the  judgment of the Credit Bank and
                  its counsel,  do not impair in any material  respect the value
                  of the  Property or the  suitability  of the  Property for its
                  intended   use,   and  (iii)   disclose   no  state  of  facts
                  objectionable  to the  Lessor,  the  Credit  Bank or the Title
                  Insurance Company.

                                    (viii)  INGRESS  AND EGRESS;  SERVICES.  The
                  Lessor and the Credit  Bank shall have  received  satisfactory
                  evidence (including source and method) that: there is adequate
                  ingress and egress to the related Parcel for its intended use;
                  public water  service  available  or an adequate  water supply
                  available  for the  proposed  development;  public  storm  and
                  sanitary  sewer  service  is  available;  fire  protection  is
                  available;   necessary   arrangements   have   been  made  for
                  connection  and delivery of each of the foregoing and electric
                  power, gas and telephone  service to the Property;  the Lessee
                  has the  right  to  connect  to and use all  utility  services
                  without  restriction;  and all necessary  easements to provide
                  such  services  to the  Improvements  on the Parcel  have been
                  obtained.

                                    (ix)    EVIDENCE OF  INSURANCE.  The Lessor
                  and the Credit Bank have received from the Lessee certificates
                  of insurance on form ACORD 27 evidencing  compliance  with the
                  provisions of ARTICLE IX of the Lease (including the naming of
                  the  Lessor  and the  Issuer as  additional  insureds  or loss
                  payees with respect to such insurance),  in form and substance
                  reasonably satisfactory to the Credit Bank.

                                    (x)     RECORDING  FEES;  TRANSFER TAXES. To
                  the extent not covered by the Credit Bank's Title Policy,  the
                  Credit Bank shall have received  satisfactory  evidence of the
                  payment by the  Lessee of all  recording  and filing  fees and
                  taxes with  respect to any  recordings  or filings made of the
                  Memorandum of Lease, the Mortgage, the Assignment of Lease and
                  Rents and the  Non-Disturbance  and  Attornment  Agreement for
                  each Property.

                                    (xii)   ENVIRONMENTAL AUDIT. The Credit Bank
                  and  the  Lessor   shall  have   received   and   approved  an
                  Environmental Audit with respect to the Property.

                                      -11-

<PAGE>
                                    (xiii)  [Reserved]

                                    (xiv)   ZONING.  Evidence of compliance with
                  applicable  zoning ordinances or similar land use restrictions
                  with respect to the Parcel.

                                    (xv)    GOVERNMENTAL  AUTHORIZATIONS.  All
                  authorizations, if any, required by any governmental authority
                  for the current use and operation of the  Property,  which are
                  presently procurable.

                                    (xvi)   APPRAISAL. An appraisal report for
                  the Property,  which appraisal  report shall be prepared by an
                  independent  appraising  firm,  and be in form and  substance,
                  acceptable  to the  Credit  Bank  in  its  sole  and  absolute
                  discretion,  whether in relation to all applicable  regulatory
                  requirements  imposed by The  Financial  Institutions  Reform,
                  Recovery  and  Enforcement  Act of 1989  and  the  regulations
                  thereunder,  or  otherwise,  shall have been  delivered to the
                  Issuer. Such appraisal shall state the Fair Market Sales Value
                  of the Property,  which amount shall be approved by the Credit
                  Bank. The cost of such appraisal  shall be borne solely by the
                  Lessee.

                  (c)  LITIGATION.  No  action  or  proceeding  shall  have been
instituted or, to the Lessee's knowledge,  threatened nor shall any governmental
action,  suit,  proceeding or  investigation  be instituted  or, to the Lessee's
knowledge,  threatened before any Governmental  Authority,  nor shall any order,
judgment or decree have been issued or proposed to be issued by any Governmental
Authority,  to set aside,  restrain,  enjoin or prevent the  performance of this
Participation  Agreement  or  any  of  the  other  Operative  Documents  or  any
transaction  contemplated hereby or thereby or which would materially  adversely
affect the Leased  Property or any  transaction  contemplated  by the  Operative
Documents or which would result in a Material Adverse Effect.

                  (d)  LEGALITY.    In the opinion of the Credit Bank, the
Lessor, the Issuer or their respective counsel, the transactions contemplated by
the  Operative  Documents  shall not violate any  Applicable  Law, and no change
shall  have  occurred  or been  proposed  in  Applicable  Law that would make it
illegal for the Credit Bank,  Issuer or the Lessor to  participate in any of the
transactions contemplated by the Operative Documents.

                  (e)  NO EVENTS.  (i) No Default,  Event of Default,  Event of
Loss or Event of Taking shall have occurred and be continuing and (ii) no action
shall be pending or, to the Lessee's  knowledge,  threatened  by a  Governmental
Authority to initiate a Condemnation or an Event of Taking.

                  (f)  REPRESENTATIONS.  Each representation and warranty of the
parties hereto or to any other  Operative  Document  contained  herein or in any
other Operative  Document shall be true and correct in all material  respects as
though made on and as of the Closing Date.

                  (g)      NO MATERIAL  ADVERSE EFFECT.  There shall not have
occurred any event having a Material  Adverse  Effect with respect to the Lessee
and its Subsidiaries, taken as a whole, since December 31, 1999.

                                      -12-

<PAGE>
                  (h)      FEES AND  TRANSACTION  EXPENSES.  The Lessee shall
have paid, or caused to be paid, the reasonable fees and expenses of the Lessor,
the Credit Bank, the Issuer, the Note Trustee and their respective counsel.

         SECTION 3.2    CONDITIONS  TO  THE  OBLIGATIONS  OF  THE  LESSEE.   The
obligations  of the  Lessee  hereunder  are  subject to the  fulfillment  on the
Closing Date to the  satisfaction of, or waiver by, the Lessee of all conditions
set forth in this SECTION 3 that require  fulfillment by the Lessor,  the Issuer
and the Credit Bank.

                                    SECTION 4
                          REPRESENTATIONS AND COVENANTS

         SECTION 4.1    REPRESENTATIONS OF THE LESSEE.  Effective as of the date
of execution  hereof,  and as of the Closing  Date,  the Lessee  represents  and
warrants to each of the other parties hereto as follows:

                  (a)      ORGANIZATION; CORPORATE POWERS. It (i) is a
corporation  duly  organized,  validly  existing  under the laws of the State of
Indiana,  for which the most recent required biennial report has been filed with
the office of the Secretary of State of Indiana,  and no articles of dissolution
have been filed in such office,  (ii) is duly qualified as a foreign corporation
and in good standing under the laws of each jurisdiction where the failure to be
duly  qualified and in good standing  would have a Material  Adverse  Effect and
(iii) has all  requisite  corporate  power and  authority  to own,  operate  and
encumber  its  property  and assets and to conduct  its  business  as  presently
conducted and as proposed to be conducted in  connection  with and following the
consummation of the transactions contemplated by the Operative Documents.

                  (b)      AUTHORITY.  It has  the  requisite  corporate  power
and authority to execute,  deliver and perform the Operative  Documents executed
or to be  executed  by it;  and the  execution,  delivery  and  performance  (or
recording or filing,  as the case may be) of the  Operative  Documents,  and the
consummation of the  transactions  contemplated  on its part thereby,  have been
duly approved by its Board of Directors and no other  corporate  proceedings  on
its part are necessary to consummate the transactions so contemplated.

                  (c)      DUE  EXECUTION  AND DELIVERY OF OPERATIVE  DOCUMENTS.
The Operative Documents executed by it have been duly executed and delivered (or
recorded or filed, as the case may be) by it, and, in each case,  constitute its
legal, valid and binding  obligation,  enforceable against it in accordance with
the respective terms of each such Operative Document,  except as enforcement may
be limited by bankruptcy, insolvency,  reorganization,  moratorium or other laws
relating to or limiting  creditors' rights generally or by equitable  principles
generally.

                  (d)      NO CONFLICT. The execution, delivery and performance
by it of each  Operative  Document  to  which  it is a party  and of each of the
transactions contemplated thereby do not and will not (i) violate any Applicable
Law or Contractual Obligation binding on it the

                                      -13-
<PAGE>

consequences  of which  violation,  singly  or in the  aggregate,  would  have a
Material Adverse Effect, (ii) result in or require the creation or imposition of
any Lien whatsoever on the Leased Property (other than Permitted Liens) or (iii)
require any approval of stockholders which has not been obtained.

                  (e)      GOVERNMENTAL CONSENTS.  Except as have been made,
obtained or given,  no filing or  registration  with,  consent or  approval  of,
notice to, with or by any Governmental Authority is required to authorize, or is
required in connection  with,  the  execution,  delivery and  performance by the
Lessee of the Operative  Documents,  the use of the proceeds of the Loan made to
effect  the  acquisition  of  the  interest  in  the  Land  and  the  use of the
Improvements, or the legality, validity, binding effect or enforceability of any
Operative Document.

                  (f)      GOVERNMENTAL  REGULATION.  It is not an  "investment
company"  or a company  "controlled"  by an  "investment  company",  within  the
meaning of the Investment Company Act of 1940, as amended.

                  (g)      REQUIREMENTS  OF  LAW. It is in compliance with  all
Requirements  of Law  applicable to it and its business,  in each case where the
failure to so comply would have a Material Adverse Effect,  either  individually
or together with other such cases.

                  (h)      RIGHTS IN RESPECT OF THE LEASED PROPERTY. It is not a
party to any contract or  agreement to sell any interest in the Leased  Property
or any part thereof other than pursuant to the  Participation  Agreement and the
Lease.

                  (i)      HAZARDOUS MATERIALS.


                           (i)      Except as provided in each Environmental
Site Assessment  received and approved by Issuer pursuant to SECTION 3.1(b)(xii)
hereof,  and except as in full  compliance with all Applicable Law, there are no
Hazardous  Materials  present at, upon,  under or within the Leased  Property or
released or transported to or from the Leased Property.

                           (ii)     No  Governmental Actions have been taken, or
are in process or have been  threatened,  which could  reasonably be expected to
subject  the  Leased  Property,  the Issuer or the Lessor to any Claims or Liens
under any Environmental Law.

                           (iii)    It has or will  obtain all Environmental
Permits   necessary  to  operate  the  Leased   Property  in   accordance   with
Environmental  Laws and is complying with and has at all times complied with all
such Environmental Permits.

                           (iv)     With respect to the Leased  Property,  no
notice,  notification,  demand,  request for  information,  citations,  summons,
complaint  or order has been  issued or filed to or with  respect  to it, and no
penalty  has been  assessed on it and no  investigation  or review is pending or
threatened  by any  Governmental  Authority  or other Person with respect to any
alleged  violation or liability of it under any  Environmental  Law. No material
notice,  notification,  demand,  request  for  information,  citation,  summons,
complaint  or order  has been  issued or filed to or with  respect  to any other
Person,  no  material  penalty  has been  assessed  on any other  Person  and no
investigation or

                                      -14-
<PAGE>

review is pending or  threatened by any  Governmental  Authority or other Person
relating to the Leased Property with respect to any alleged  material  violation
or liability under any Environmental Law by any other Person.

                           (v)      The Leased Property and each portion thereof
are presently in  compliance  with all  Environmental  Laws,  and,  there are no
present  or  past  facts,  circumstances,   activities,  events,  conditions  or
occurrences  regarding the Leased Property (including,  without limitation,  the
release or presence of Hazardous Materials) that could reasonably be anticipated
to (A) form the basis of a Claim against the Leased  Property,  the Issuer,  the
Lessor or the  Lessee,  (B) cause  the  Leased  Property  to be  subject  to any
restrictions  on  ownership,   occupancy,   use  or  transferability  under  any
Environmental  Law,  (C)  require  the  filing  or  recording  of any  notice or
restriction  relating to the presence of Hazardous  Materials in the real estate
records  in the  county or other  appropriate  municipality  in which the Leased
Property is located or (D) prevent or interfere with the continued operation and
maintenance of the Leased Property as contemplated by the Operative Documents.

                  (j)      LEASED PROPERTY. The present condition and use of the
Leased  Property  conforms  in all  material  respects  with all  conditions  or
requirements  of all existing  permits and approvals  issued with respect to the
Leased  Property,  and the  present  use of the Leased  Property  and its future
intended  use of the  Leased  Property  under the  Lease  does not  violate  any
Applicable Law. No notices,  complaints or orders of violation or non-compliance
have been issued or threatened or  contemplated  by any  Governmental  Authority
with  respect to the Leased  Property  or any  present  or  intended  future use
thereof. All agreements,  easements and other rights,  public or private,  which
are necessary to permit the lawful use and  operation of the Leased  Property as
it intends to use the Leased Property under the Lease and which are necessary to
permit  the  lawful  intended  use  and  operation  of  all  presently  intended
utilities,  driveways,  roads and other  means of egress and ingress to and from
the same have  been,  (or in the  reasonable  judgment  of the  Lessee  will be)
obtained  and are or  will be in full  force  and  effect  and it has no  actual
knowledge of any pending modification or cancellation of any of the same.

                  (k)      TAXES. It and its Affiliates have filed all tax
returns that are required to have been filed in any jurisdiction,  and have paid
all taxes  shown to be due and  payable on such  returns and all other taxes and
assessments levied upon them or their properties,  assets, income or franchises,
to the extent such taxes and assessments  have become due and payable and before
they have become delinquent, except for any taxes and assessments (i) the amount
of which is not  individually  or in the aggregate  Material or (ii) the amount,
applicability or validity of which is currently being contested in good faith by
appropriate  proceedings,  and  as to  which  there  is no  imminent  threat  of
forfeiture,  and with respect to which the Lessee or a  Subsidiary,  as the case
may be, has established  adequate  reserves in accordance with GAAP; it knows of
no basis for any other tax or  assessment  that could  reasonably be expected to
have a Material  Adverse Effect;  and the charges,  accruals and reserves on the
books of the Lessee and its  Subsidiaries in respect of Federal,  state or other
taxes for all fiscal periods are adequate.

                  (l)      USE OF PROCEEDS; MARGIN REGULATIONS. It will apply
the proceeds of the Loan and the  Contribution  as set forth in SECTIONS  2.2(c)
and 2.6 hereof;  no part of the proceeds from the Loan or the Contribution  will
be used, directly or indirectly by it, for the purpose of buying or

                                      -15-


<PAGE>

carrying  any margin  stock  within the meaning of  Regulation G of the Board of
Governors  of the  Federal  Reserve  System (12 CFR 207),  or for the purpose of
buying or carrying or trading in any securities  under such  circumstances as to
involve  it in a  violation  of  Regulation  X of said  Board (12 CFR 224) or to
involve any broker or dealer in a violation  of  Regulation  T of said Board (12
CFR 220).

                  (m)      ERISA.  It has  not  incurred  any  material
accumulated   funding  deficiency  as  defined  in  ERISA  and  the  regulations
promulgated  thereunder and no Reportable Event has occurred with respect to any
Pension Plan involving it; neither has the Pension Benefit Guaranty  Corporation
asserted that it has incurred any material liability in connection with any such
pension  plan nor has any lien  attached nor any Person  threatened  to attach a
lien on any of its  property  as a  result  of the  failure  of it or any of its
Affiliates to comply with ERISA or regulations promulgated thereunder.

                  (n)      SOLVENCY.   The  transactions  contemplated  by  this
Participation  Agreement and the other Operative Documents have not been entered
into by it in  contemplation of its insolvency nor have such  transactions  been
entered into with the intent to hinder,  delay or defraud its equity  holders or
its creditors.

                  (o)      DISCLOSURE.  Neither this Participation Agreement nor
any of the other  Operative  Documents,  nor any  certificate  or other document
furnished  to any other  party  hereto by it or on its  behalf  pursuant  to any
Operative  Document  contains,  or will  contain,  as of its  date,  any  untrue
statement of a material fact or omits to state or will omit to state,  as of its
date, a material fact necessary in order to make the statements contained herein
and therein not misleading.  There are no facts known to it which,  individually
or in the  aggregate,  materially  adversely  affect,  or  could  reasonably  be
expected to materially  adversely affect, the condition,  business or affairs of
the Lessee and its Subsidiaries or their respective properties and assets, taken
as a whole,  which  have not  been  disclosed  herein  or in  written  materials
delivered to any other party hereto in connection  with the  negotiation  of the
Operative Documents.

                  (p)      TITLE TO COLLATERAL. It owns good and marketable
title to all  collateral  pledged as security for its  obligations in connection
with the transactions contemplated by this Participation Agreement and the other
Operative  Documents  free and clear of all liens  and  encumbrances,  except as
disclosed in writing to the Credit Bank, the Lessor and the Issuer.

                  (q)      OTHER  OBLIGATIONS.  It is not a party to or bound by
any agreement,  contract,  instrument or understanding or commitment of any kind
or subject to any corporate or other restriction,  the performance or observance
of which by it now or, as far it can  reasonably  foresee,  will have a Material
Adverse  Effect,  financial  or  otherwise,  upon the assets or  business of the
Lessee  and its  Subsidiaries  taken as a whole;  and  neither  it nor any other
person or party to a contract or agreement  material to its financial  condition
or  operations,  taken as a whole,  is in  default  under any such  contract  or
agreement,  and no event has occurred which, but for the giving of notice or the
passage of time, or both, would constitute a default thereunder.

                  (r)      FINANCIAL  STATEMENTS.  The  consolidated   financial
statements of the Lessee and its Subsidiaries for the period most recently ended
before the Closing Date,  heretofore  furnished

                                      -16-

<PAGE>

to the Credit Bank, are true and complete, have been prepared in accordance with
GAAP, omit no material contingent liabilities of any kind that are not disclosed
or otherwise reflected therein,  and fairly present in all material respects the
consolidated  financial  condition of the Lessee and its  Subsidiaries as of the
date  thereof  and the  results of their  operations  for the period then ended.
Since  the date  thereof,  there  has been no  material  adverse  change  in the
financial condition, properties or businesses of the Lessee and its Subsidiaries
which has not been  disclosed in writing by the Lessee to the Credit  Bank,  the
Lessor and the Issuer.

                  (s)      QUALIFICATION  OF  REPRESENTATIONS.  Notwithstanding
any other provision of this SECTION 4.1 to the contrary,  the representations of
the Lessee set forth in this Section are  qualified by the  conditions  that (i)
all  representations  (including,  without  limitation,  the representations set
forth in SECTION  4.1(h)  above) are made and given to the best of  knowledge of
the Lessee,  (ii) where a representation  involves compliance by the Lessee with
an Applicable Law or an Environmental Law such representation is deemed to be as
to compliance by the Lessee in all material respects with any such law and (iii)
where a representation  involves conduct on the part of the Lessee that does not
violate an Applicable Law or an Environmental Law, such representation is deemed
to exclude any non-material violations of any such law.

         SECTION 4.2    REPRESENTATIONS AND COVENANTS OF LESSOR. Effective as of
the date of execution  hereof, as of the Closing Date, the Lessor represents and
warrants to and  covenants  with the Credit  Bank,  the Issuer and the Lessee as
follows:

                  (a)      DUE  ORGANIZATION;  LIMITED  PURPOSE.  Lessor is a
limited  partnership  duly organized and validly existing in good standing under
the laws of the State of Ohio; is duly qualified to conduct  business in, and is
in good standing  under the laws of, each state where such  qualification,  good
standing and authority is or will be required in connection with the performance
of its duties under the Operative Documents;  and has full power,  authority and
legal  right  to  execute,  deliver  and  perform  its  obligations  under  this
Participation Agreement and each other Operative Document to which it is or will
be a party. The Lessor further  represents,  covenants and warrants that (i) the
Lessor  has been  organized  and exists  for the sole  purpose  of, and will not
engage in any business or other activity except as necessary in connection with,
the  Lessor's  acquiring  and owning the Leased  Property and taking the actions
contemplated on Lessor's part under the Operative  Documents and (ii) except for
obligations  and  indebtedness  of  Lessor  represented  by and set forth in the
Operative Documents and except for obligations or indebtedness of Lessor arising
directly or indirectly  from failure of the Lessee or the Guarantor to discharge
their respective obligations under the Operative Documents,  the Lessor (whether
as trustee or in its individual  capacity) will not create,  incur, suffer to be
created or incurred, or guarantee any obligation or indebtedness relating to, or
encumbering, the Leased Property.

                  (b)      DUE AUTHORIZATION;  ENFORCEABILITY, ETC. The
Participation Agreement and each other Operative Document to which the Lessor is
or will be a party have been or will be duly authorized,  executed and delivered
by or on behalf of the Lessor and are, or upon  execution  and delivery will be,
legal,  valid and binding  obligations of the Lessor  enforceable  against it in
accordance with their respective  terms,  except as such  enforceability  may be
limited  by  applicable  bankruptcy,   insolvency,  or  similar  laws  affecting
creditors' rights generally and by general equitable principles.

                                      -17-


<PAGE>

                  (c)      NO CONFLICT. The execution and delivery by the Lessor
of this  Participation  Agreement and each other Operative Document to which the
Lessor  is or will be a party are not or will not,  and the  performance  by the
Lessor  of its  obligations  under  each  do  not  and  will  not,  violate  its
certificate  of  incorporation  or by-laws,  do not and will not  contravene any
Applicable  Law  and do not  and  will  not  contravene  any  provision  of,  or
constitute a default under, any Contractual Obligation of the Lessor, and Lessor
possesses  all  requisite  regulatory  authority  to  undertake  and perform its
obligations under the Operative Documents.

                  (d)      LITIGATION.  There are no pending or threatened
actions  or  proceedings   against  Lessor  before  any  court,   arbitrator  or
administrative agency that would have a material adverse effect upon the ability
of Lessor to perform its obligations under this  Participation  Agreement or any
other Operative Documents to which it is or will be a party.

                  (e)      LESSOR  LIENS. No Lessor Liens or other Liens created
by  acts or  omissions  of  Lessor  (whether  as  trustee  or in its  individual
capacity)  (other than Liens  created by the Operative  Documents)  exist on the
Closing Date on the Leased Property,  or any portion thereof, and the execution,
delivery and performance by Lessor of this Participation  Agreement or any other
Operative Document to which it is or will be a party will not subject the Leased
Property,  or any portion thereof, to any Lessor Liens or other Liens created by
Lessor  (other than by the  Operative  Documents).  Except for Liens against the
Leased Property created by the Operative Documents,  Permitted Liens (other than
Lessor Liens),  Liens  (including  Lessor Liens) arising  directly or indirectly
from the  Lessee's  failure to  discharge  the  Lessee's  obligations  under the
Operative Documents, the Lessor further represents and warrants that it will not
create, suffer to be created or permit any Liens on the Leased Property.

                  (f)      EMPLOYEE  BENEFIT PLANS. The Lessor is not and will
not be making its Contribution hereunder,  and is not performing its obligations
under the Operative Documents, with the assets of an "employee benefit plan" (as
defined in  Section  3(3) of ERISA)  which is  subject  to Title I of ERISA,  or
"plan" (as defined in Section 4975(e)(1) of the Code).

                  (g)      GOVERNMENTAL  REGULATION.  The  Lessor  is not an
"investment  company"  or a company  "controlled"  by an  "investment  company",
within the meaning of the Investment Company Act of 1940, as amended.

                  (h)      USE OF PROCEEDS;  MARGIN  REGULATIONS. To the best of
the Lessor's knowledge,  no part of the proceeds of the Borrower Promissory Note
will be used, directly or indirectly,  for the purpose of buying or carrying any
margin stock within the meaning of Regulation G of the Board of Governors of the
Federal Reserve System (12 CFR 207), or for the purpose of buying or carrying or
trading in any securities under such circumstances as to involve the Lessor in a
violation of Regulation X of said Board (12 CFR 224) or to involve any broker or
dealer in a violation of Regulation T of said Board (12 CFR 220).

                  (i)      PAYMENT OF TAXES AND  CLAIMS.  The Lessor will cause
to be  filed  on its  behalf,  all  tax  returns  required  to be  filed  in any
jurisdiction and pay and discharge all taxes shown to be due and payable on such
returns and all other taxes, assessments, governmental charges, or

                                      -18-

<PAGE>

levies imposed on them or any of their properties, assets, income or franchises,
to the extent such taxes and assessments  have become due and payable and before
they have  become  delinquent  and all claims for which sums have become due and
payable that have or might become a Lien on  properties or assets of the Lessor,
provided  that the Lessor need not pay any such tax or  assessment  or claims if
(i) the amount, applicability or validity thereof is contested by the Lessor, or
any Person on its  behalf,  on a timely  basis in good faith and in  appropriate
proceedings  or (ii) the  nonpayment  of all such taxes and  assessments  in the
aggregate could not reasonably be expected to have a Material  Adverse Effect on
the Lessee's ability to perform its obligations or exercise its rights under the
Operative Documents.

                  (j)      MAINTENANCE OF  PROPERTIES. The  Lessor will use
reasonable  efforts to enforce the  obligation  of the Lessee under the Lease to
maintain and keep, or cause to be maintained  and kept,  the Leased  Property in
good repair, working order and condition (other than ordinary wear and tear), so
that the business carried on in connection  therewith may be properly  conducted
at all times.

                  (k)      SINGLE  PURPOSE  ENTITY/SEPARATENESS.  Without the
written consent of the Credit Bank and the Lessee  (provided that the consent of
the Credit Bank shall not be required  after the Letter of Credit has terminated
in  accordance  with its terms and all  Letter of Credit  Liabilities  have been
satisfied),  except  as  shall  be  necessary  or  appropriate  to  perform  its
obligations under the Operative Documents:

                           (i)     Lessor will not own any asset or property
other  than  (A) the  Leased  Property,  and (B)  incidental  personal  property
necessary for the ownership or operation of the Leased  Property and performance
of its obligations under the Operative Documents.

                           (ii)    Lessor will not engage in any business other
than the ownership,  management and operation of the Leased Property pursuant to
the Operative Documents and any activity incidental or related thereto.

                           (iii)   Lessor  will not enter into any  contract  or
agreement with any affiliate of the Lessor,  any  constituent  partner or member
("constituent  party") of Lessor, or any affiliate of any constituent partner or
member,  except  upon  terms  and  conditions  that are  intrinsically  fair and
substantially  similar to those that would be available on an arms-length  basis
with third parties other than any such party.

                           (iv)    Lessor will not incur any  indebtedness,
secured or  unsecured,  direct or indirect,  absolute or  contingent  (including
guaranteeing any obligation), other than (i) the Loan, (ii) the Letter of Credit
Liabilities,  and (iii) trade and  operational  debt  incurred  in the  ordinary
course of business with trade  creditors in amounts as are normal and reasonable
under the circumstances.

                           (v)     Lessor  will not make any  loans or  advances
to any third  party  (including  any  affiliate  or  constituent  party,  or any
affiliate  of any  constituent  party),  and shall not  acquire  obligations  or
securities of its affiliates or any constituent party.

                                      -19-


<PAGE>

                           (vi)    Lessor shall remain solvent and pay its debts
and  liabilities  (including,  as  applicable,  shared  personnel  and  overhead
expenses) from its assets as the same shall become due.

                           (vii)   Lessor will do all things reasonably
necessary to observe organizational  formalities and preserve its existence, and
Lessor will not, nor will Lessor permit any constituent  party to amend,  modify
or otherwise  change the partnership  certificate,  the  partnership  agreement,
articles of incorporation and bylaws, trust or other organizational documents of
Lessor or such constituent party.

                           (viii)  Lessor will maintain all of its books,
records,  financial  statements  and bank  accounts  separate  from those of its
affiliates and any  constituent  party and Lessor will file its own tax returns.
Lessor shall maintain its books, records, resolutions and agreements as official
records.

                           (ix)    Lessor  will be, and at all times will hold
itself out to the public as, a legal entity separate and distinct from any other
entity  (including any affiliate of Lessor or any constituent  party of Lessor),
shall  correct  any known  misunderstanding  regarding  its status as a separate
entity, shall conduct business in its own name, shall not identify itself or any
of its  affiliates  as a division  or part of the other and shall  maintain  and
utilize  separate  stationery,  invoices and checks,  except that nothing herein
shall  prevent  Lessor from  engaging a manager,  agent or contractor to perform
services on behalf of Lessor in such manager's, agent's or contractor's name.

                           (x)     Neither  Lessor nor any  constituent  party
will seek the dissolution,  winding up, liquidation,  consolidation or merger in
whole or in part, of the Lessor.

                           (xi)    Lessor will not commingle the funds and other
assets of Lessor  with  those of any  affiliate  or  constituent  party,  or any
affiliate of any constituent party, or any other Person.

                           (xii)   Lessor  will  maintain its assets in such a
manner  that it will not be costly  or  difficult  to  segregate,  ascertain  or
identify its individual  assets from those of any affiliate or constituent party
or any affiliate of any constituent party, or any other Person.

                           (xii)   Lessor   will  not  hold  itself  out  to  be
responsible for the debts or obligations of any other Person.

         SECTION 4.3    COVENANT OF THE CREDIT BANK. Upon payment by Lessee to
the Credit Bank of the  purchase  price for the related  Properties  pursuant to
ARTICLE XV of the Lease,  the Credit Bank will release the lien of the Operative
Documents against the related Property.

         SECTION 4.4    TAX TREATMENT.  (a) The parties hereto agree that it is
the Lessor's and Lessee's intention that for Federal, state and local income Tax
purposes (i) the Lease be treated as the repayment and security  provisions of a
loan to the Lessee,  all rights to the principal and interest of which have been
assigned  by the  Lessor to the Credit  Bank,  (ii) the Lessee be treated as the
legal

                                      -20-
<PAGE>

and  beneficial  owners  entitled to any and all  benefits of  ownership  of the
related  Properties or any part thereof and (iii) all payments of Basic Rent and
Lease  Balance,  respectively,  during the Lease Term be treated as  payments of
interest and principal, as the case may be, under the Borrower Promissory Note.

                  (b)      The Lessee  agrees  that neither it nor any member of
     any affiliated  group of which it is or may become a member (whether or not
consolidated  or  combined  returns  are  filed  for such  affiliated  group for
Federal,  state or local income Tax purposes)  will at any time take any action,
directly or indirectly,  or file any return or other document  inconsistent with
the intended income Tax treatment set forth in SECTION 4.4(a) hereof, and agrees
that it and any such Affiliates  will file such returns,  maintain such records,
take such actions and execute such documents as may be appropriate to facilitate
the realization of such intended income Tax treatment.

                  (c)      The Lessor agrees that, except to the extent required
     by law, neither it nor any member of any affiliated group of which it is or
may become a member (whether or not  consolidated or combined  returns are filed
for such affiliated group for Federal,  state or local income Tax purposes) will
at any time take any action, directly or indirectly, or file any return or other
document claiming,  or asserting that it is entitled to the income Tax benefits,
deductions  and/or credits which,  pursuant to the intended income Tax treatment
set forth in SECTION 4.4 (a) hereof,  would otherwise be claimed or claimable by
the  Lessee,  and that it and any such  Affiliates  will at the  expense  of the
Lessee file such returns,  maintain such records, take such actions, and execute
such documents (as reasonably  requested by the Lessee from time to time) as may
be  appropriate  to facilitate  the  realization  of, and as shall be consistent
with, such intended income Tax treatment,  other than engaging in any contest of
such treatment with any taxing authority,  and if any such filing,  maintenance,
action or  execution  requested  by the Lessee  would  result in any  additional
income Tax liability or expense payable by the Lessor or any Affiliate, or could
reasonably  be expected to result in liability  or expense  payable by it or any
Affiliate,  then the Lessee will  provide an  indemnity  against such income Tax
liability or other  liability  satisfactory to the Lessor or the Credit Bank, as
the case may be, in the Lessor's or the Credit Bank's sole opinion,  as the case
may be.

         SECTION 4.5    REPRESENTATIONS AND COVENANTS OF ISSUER. Effective as of
the date of execution  hereof and as of the Closing Date, the Issuer  represents
and warrants to and covenants with the Credit Bank, the Lessor and the Lessee as
follows:

                  (a)      DUE  ORGANIZATION.  Issuer is a corporation duly
     organized and validly existing in good standing under the laws of the State
of Delaware;  is duly qualified to conduct  business in, and is in good standing
under the laws of,  each  state  where such  qualification,  good  standing  and
authority  is or will be  required in  connection  with the  performance  of its
duties under the Operative  Documents;  and has full power,  authority and legal
right to execute,  deliver and perform its obligations under this  Participation
Agreement and each other Operative Document to which it is or will be a party.

                  (b)      DUE AUTHORIZATION;  ENFORCEABILITY, ETC. The
     Participation  Agreement  and each other  Operative  Document  to which the
Issuer is or will be a party have been or will be duly authorized,  executed and
delivered by or on behalf of the Issuer and are, or upon execution and

                                      -21-

<PAGE>

delivery will be, legal, valid and binding obligations of the Issuer enforceable
against  it  in  accordance  with  their  respective   terms,   except  as  such
enforceability may be limited by applicable bankruptcy,  insolvency,  or similar
laws affecting creditors' rights generally and by general equitable principles.

                  (c)      NO CONFLICT. The execution and delivery by the Issuer
of this  Participation  Agreement and each other Operative Document to which the
Issuer  is or will be a party are not or will not,  and the  performance  by the
Issuer  of its  obligations  under  each  do  not  and  will  not,  violate  its
certificate  of  incorporation  or by-laws,  do not and will not  contravene any
Applicable  Law  and do not  and  will  not  contravene  any  provision  of,  or
constitute a default under, any Contractual Obligation of the Issuer, and Issuer
possesses  all  requisite  regulatory  authority  to  undertake  and perform its
obligations under the Operative Documents.

                  (d)      NO LITIGATION.  There are no pending or threatened
actions  or  proceedings   against  Issuer  before  any  court,   arbitrator  or
administrative agency that would have a material adverse effect upon the ability
of Issuer to perform its obligations under this  Participation  Agreement or any
other Operative Documents to which it is or will be a party.

                  (e)      SEPARATENESS  COVENANTS OF THE ISSUER. Without the
written consent of the Credit Bank (provided that the consent of the Credit Bank
shall not be required  after the Letter of Credit has  terminated  in accordance
with its terms and all Letter of Credit Liabilities have been satisfied), except
as shall be  necessary  or  appropriate  to issue and sell  notes of any  series
pursuant to the Note  Indenture,  lend the proceeds  thereof to  borrowers,  and
exercise its rights and perform its obligations under the Note Indenture:

                           (i)      The Issuer  will not own any asset or
property other than (A) the Loan,  the Borrower  Promissory  Note,  loans of the
proceeds  from the  sale of its  notes of other  series  issued  under  the Note
Indenture and promissory notes or other  instruments  evidencing such loans, and
interests in moneys and funds  pledged and granted to the Note Trustee  pursuant
to the Note Indenture,  and (B) incidental  personal property  necessary for the
performance  of its  duties  and the  exercise  of its  rights  under  the  Note
Indenture  and  in  connection  with  transactions  undertaken  as  contemplated
thereby.

                           (ii)     The Issuer  will not engage in any  business
other than the  business of issuing  and selling its notes of any series  issued
pursuant to the Note Indenture, arranging for letters of credit for the security
of any series notes, the lending of the proceeds of the sale of the notes of any
series,  the management and servicing of such loans and notes,  and any activity
incidental or related to any of the foregoing.

                           (iii)    The Issuer will not enter into any contract
or agreement with any affiliate of the Issuer, any stockholder of the Issuer, or
any  affiliate of any  stockholder,  except upon terms and  conditions  that are
intrinsically fair and substantially similar to those that would be available on
an arms-length basis with third parties other than any such party.

                           (iv)     The Issuer will not incur any indebtedness,
secured or  unsecured,  direct or indirect,  absolute or  contingent  (including
guaranteeing  any  obligation),  other than (i) the notes of any  series  issued
pursuant to the  Indenture and (ii) trade and  operational  debt

                                      -22-

<PAGE>

incurred in the ordinary  course of business with trade  creditors in amounts as
are normal and reasonable under the circumstances.

                           (v)      The Issuer  will not make any loans or
advances to any third party  (including any affiliate or constituent  party,  or
any affiliate of any constituent  party),  and shall not acquire  obligations or
securities of its affiliates or any constituent party.

                           (vi)     The Issuer  shall  remain  solvent and pay
its debts and  liabilities  (including,  as  applicable,  shared  personnel  and
overhead expenses) from its assets as the same shall become due.

                           (vii)    The Issuer  will do all things  reasonably
necessary to observe organizational  formalities and preserve its existence, and
the Issuer  will not,  nor will the Issuer  permit any  stockholder  to,  amend,
modify or otherwise  change its  certificate of  incorporation  and by-laws in a
manner which would alter its permitted purpose and activities.

                           (viii)   The Issuer  will  maintain all of its books,
records,  financial  statements  and bank  accounts  separate  from those of its
affiliates  and any  constituent  party  and the  Issuer  will  file its own tax
returns.  The  Issuer  shall  maintain  its  books,  records,   resolutions  and
agreements as official records.

                           (ix)     The  Issuer  will be,  and at all times will
hold itself out to the public as, a legal entity  separate and distinct from any
other  entity  (including  any  affiliate  of the Issuer or any  stockholder  of
Issuer),  shall  correct any known  misunderstanding  regarding  its status as a
separate  entity,  shall conduct business in its own name (unless in the opinion
of  counsel  to the Issuer it would be illegal to do so, in which case it may do
business under such assumed name as it legally  qualifies to do business under),
shall not identify  itself or any of its affiliates as a division or part of the
other and shall maintain and utilize separate  stationery,  invoices and checks,
except that  nothing  herein shall  prevent the Issuer from  engaging a manager,
agent or contractor to perform  services on behalf of Issuer in such  manager's,
agent's or contractor's name.

                           (x)      Neither  the Issuer  nor any  stockholder of
the Issuer will seek the dissolution, winding up, liquidation,  consolidation or
merger in whole or in part, of the Issuer.

                           (xi)     The Issuer will not  commingle the funds and
other assets of the Issuer with those of any  affiliate or  stockholder,  or any
affiliate of any stockholder, or any other Person.

                           (xii)    The Issuer will  maintain its assets in such
a manner that it will not be costly or  difficult  to  segregate,  ascertain  or
identify its individual  assets from those of any affiliate or constituent party
or any affiliate of any constituent party, or any other Person.

                           (xii)    The Issuer will not hold itself out to be
responsible for the debts or obligations of any other Person.

                                      -23-
<PAGE>

                                    SECTION 5
                             COVENANTS OF THE LESSEE

         SECTION 5.1    QUALIFICATION  AS TO CORPORATE  STATUS. The Lessee shall
remain a validly existing  corporation  organized under the laws of its state of
incorporation  and shall  qualify  and remain  qualified  to do business in each
State in which the Property is located.

         SECTION 5.2    FURTHER ASSURANCES. Upon the written request of the
Lessor,  the Issuer or the Credit Bank, the Lessee, at its own cost and expense,
will  cause  all  financing  statements   (including   precautionary   financing
statements),  fixture  filings and other  similar  documents to be signed by the
Lessee and  recorded  or filed at such places and times in such manner as may be
necessary or requested  by the Lessor or the Credit Bank,  to preserve,  protect
and  perfect  the  interest  of the  Lessor  and the  Credit  Bank in the Leased
Property as contemplated by the Operative Documents.

         SECTION 5.3    REPORTING.


               (a)      FINANCIAL STATEMENTS.  The Lessee shall deliver or cause
 to be delivered to the Lessor and the Credit Bank:

                  (i)      As soon as practicable, and in any event within
         forty-five  (45)  days  after  the  close  of each of the  first  three
         quarterly  accounting  periods in each Fiscal  Year,  the  consolidated
         balance sheet of the Lessee and its  Subsidiaries as at the end of such
         quarterly period and the related consolidated  statements of operations
         for such  quarterly  period and for the elapsed  portion of the current
         Fiscal  Year  ended  with the last day of such  quarterly  period,  and
         setting forth comparative  consolidated  figures for the related period
         in the prior Fiscal Year, which financial statements shall be certified
         by a duly authorized  officer of the Lessee that they fairly present in
         all  material  respects  the  consolidated  financial  condition of the
         Lessee  and its  Subsidiaries  as at the dates  indicated,  subject  to
         changes resulting from audit and normal year-end adjustments;

                  (ii)     As soon  as  practicable,  and in any  event  within
         one  hundred  twenty  (120)  days  after the end of each  Fiscal  Year,
         consolidated  balance sheets of the Lessee and its  Subsidiaries  as at
         the end of such Fiscal Year and the related consolidated  statements of
         earnings,  shareholders' equity and changes in cash-flows of the Lessee
         and its Subsidiaries for such Fiscal Year, setting forth in comparative
         form the  consolidated  figures for the Lessee and its Subsidiaries for
         the previous Fiscal Year, all in reasonable detail and accompanied by a
         report thereon of Price Waterhouse  Coopers or other independent public
         accountants  of  recognized  national  standing  selected by the Lessee
         which  report shall be  unqualified  as to the scope of audit and as to
         the status of the Lessee and its  Subsidiaries  as a going  concern and
         shall state that such consolidated  financial statements present fairly
         in all material  respects the financial  position of the Lessee and its
         Subsidiaries  as at the  dates  indicated  and  the  results  of  their
         operations and cash flows for the periods  indicated in conformity with
         GAAP  (or,  in the  event of a change in  accounting  principles,  such
         accountants'  concurrence with such change) and that the examination by
         such  accountants  in  connection  with  such  consolidated   financial
         statements has been made in accordance with generally accepted auditing
         standards;
                                      -24-
<PAGE>

                  (iii)    Together  with each  delivery of any financial
         statements  pursuant  to clauses  (i) and (ii) of this  subsection,  an
         officer's  certificate  of the Lessee,  executed  by a duly  authorized
         officer of the  Lessee,  stating  (A) that the  signer  has  instituted
         procedures for the review of the terms of this Participation  Agreement
         and the  principal  Operative  Documents  and the review in  reasonable
         detail  of the  transactions  and  conditions  of the  Lessee  and  its
         Subsidiaries  taken as a whole during the accounting  period covered by
         such financial  statements,  and that such review has not disclosed the
         existence, during or at the end of such accounting period, nor does the
         signer have knowledge of the existence as of the date of such officer's
         certificate,  of any condition or event which  constitutes  an Event of
         Default,  or,  if any  such  condition  or  event  existed  or  exists,
         specifying  the nature and period of existence  thereof and what action
         the Lessee  has taken,  is taking  and  proposes  to take with  respect
         thereto,  (B)  that,  to the  best of  such  officer's  knowledge,  the
         financial   statements   delivered  pursuant  to  clause  (i)  of  this
         subsection  present  fairly  in all  material  respects  the  financial
         position of the Lessee and its  Subsidiaries  as at the dates indicated
         and the  results of their  operations  and cash  flows for the  periods
         indicated  in  conformity  with  GAAP,  and (C) that the  Lessee  is in
         compliance with each of the covenants  contained in SECTION 5.5 hereof,
         and setting out in  reasonable  detail the data and  calculations  upon
         which the Officer bases such statement;

                  (iv)     Promptly,  and in any event within five (5) Business
         Days after an executive officer the Lessee obtains  knowledge  thereof,
         notice of (A) the occurrence of any event which constitutes an Event of
         Default  which notice shall specify the nature  thereof,  the period of
         existence  thereof  and what  action the Lessee  proposes  to take with
         respect  thereto and (B) any  litigation  or  governmental  proceedings
         pending  against  the Lessee  which,  if  determined  adversely  to the
         Lessee, would have a Material Adverse Effect on the Lessee's ability to
         perform under the Operative Documents; and

                  (v)      With reasonable promptness,  such information with
         respect to the financial condition of the Lessee or the Leased Property
         as from time to time may be  reasonably  requested by the Lessor or the
         Credit  Bank;  PROVIDED,  HOWEVER,  that the Lessor and the Credit Bank
         shall keep such  information  confidential,  except in connection  with
         enforcement  or exercise of the  Lessor's or the Credit  Bank's  rights
         under this Participation  Agreement or otherwise available at law or in
         equity and  PROVIDED,  FURTHER,  that the Lessor or the Credit Bank may
         disclose  such  information  to the  extent  necessary  to  respond  to
         inquiries  of bank  regulatory  authorities  or to  comply  with  legal
         process or any other  legal  disclosure  obligations,  or to the extent
         such information has been made publicly available by parties other than
         the Lessor or the Credit Bank.

               (b)      OTHER  REPORTS. Promptly after the same are available to
         it,  during  any  period  in which  the  Lessee  shall  be or  become a
         reporting  company under the Securities  Exchange Act, the Lessee shall
         deliver to the Lessor and the Credit Bank  copies of the annual  report
         of Lessee and each filing made by the Lessee or any  Affiliate  thereof
         with the SEC.

                                      -25-


<PAGE>

         SECTION 5.4    AFFIRMATIVE COVENANTS OF THE LESSEE.

         (a)  COMPLIANCE  WITH LAW. The Lessee will,  and will cause each of its
Subsidiaries  to,  comply with all laws,  ordinances  or  governmental  rules or
regulations  to which each of them is subject,  including,  without  limitation,
Environmental  Laws,  and will  obtain  and  maintain  in effect  all  licenses,
certificates,   permits,   franchises  and  other  governmental   authorizations
necessary to the ownership of their  respective  properties or to the conduct of
their respective businesses, in each case to the extent necessary to ensure that
non-compliance  with such laws,  ordinances or governmental rules or regulations
or  failures  to  obtain or  maintain  in effect  such  licenses,  certificates,
permits,   franchises   and  other   governmental   authorizations   could  not,
individually  or in the  aggregate,  reasonably  be  expected to have a Material
Adverse Effect.

         (b)  PAYMENT OF TAXES AND CLAIMS.  The Lessee will,  and will
cause each of its  Subsidiaries to, file all tax returns required to be filed in
any  jurisdiction and to pay and discharge all taxes shown to be due and payable
on such  returns and all other  taxes,  assessments,  governmental  charges,  or
levies imposed on them or any of their properties, assets, income or franchises,
to the extent such taxes and assessments  have become due and payable and before
they have  become  delinquent  and all claims for which sums have become due and
payable that have or might become a Lien on  properties  or assets of the Lessee
or any Subsidiary,  provided that neither the Lessee nor any Subsidiary need pay
any such  tax or  assessment  or  claims  if (i) the  amount,  applicability  or
validity thereof is contested by the Lessee or such Subsidiary on a timely basis
in good faith and in appropriate proceedings, and the Lessee or a Subsidiary has
established  adequate  reserves therefor in accordance with GAAP on the books of
the  Lessee or such  Subsidiary  or (ii) the  nonpayment  of all such  taxes and
assessments in the aggregate could not reasonably be expected to have a Material
Adverse Effect.

         (c)  CORPORATE EXISTENCE. The Lessee will at all times preserve and
keep in full force and effect its  corporate  existence.  The Lessee will at all
times preserve and keep in full force and effect the corporate existence of each
of its  Subsidiaries  (unless  merged into the Lessee or a  Subsidiary)  and all
rights and  franchises of the Lessee and its  Subsidiaries  unless,  in the good
faith judgment of the Lessee, the termination of or failure to preserve and keep
in full force and effect such corporate existence, right or franchise could not,
individually  or in the  aggregate,  reasonably  be  expected to have a Material
Adverse Effect.

         (d)  MAINTENANCE OF PROPERTIES.  The Lessee will and will cause each of
its Subsidiaries to maintain and keep, or cause to be maintained and kept, their
respective  properties in good repair,  working order and condition  (other than
ordinary wear and tear), so that the business carried on in connection therewith
may be properly conducted at all times,  provided that this SECTION 5.4(d) shall
not prevent the Lessee or any Subsidiary  from  discontinuing  the operation and
the maintenance of any of its properties if such  discontinuance is desirable in
the  conduct  of  its   business  and  the  Lessee  has   concluded   that  such
discontinuance  could  not,  individually  or in the  aggregate,  reasonably  be
expected to have a Material Adverse Effect.

         SECTION 5.5 FINANCIAL  COVENANTS.  The Lessee shall at all times comply
with the agreements and covenants set forth in SCHEDULE I hereof.

                                      -26-


<PAGE>

                                    SECTION 6
                       TRANSFERS BY LESSOR AND CREDIT BANK

         SECTION 6.1    LESSOR  TRANSFERS.  The Lessor shall not assign, convey,
encumber  or  otherwise  transfer  all or any  portion  of its  right,  title or
interest in, to or under the Leased  Property or the Lease  (except  pursuant to
any Mortgage, the Assignment of Lease and Rents or pursuant to ARTICLE XV of the
Lease) or any of the  Operative  Documents  without  obtaining the prior written
consent of the Credit Bank and the Lessee.

         SECTION 6.2    LESSOR AND THE CREDIT BANK TRANSFERS. Except pursuant to
an Event of Default,  or to the extent provided  herein or by the  Reimbursement
Agreement,  neither  the  Lessor nor the Credit  Bank  shall  assign,  convey or
otherwise  transfer all or any portion of its right, title or interest in, to or
under any of the Operative  Documents  without the prior written  consent of the
Lessee and the Lessor (such consent not to be unreasonably withheld);  PROVIDED,
HOWEVER,  that,  subject to the  limitations  set forth in  SECTION  6.04 of the
Reimbursement  Agreement,  without the prior written consent of or notice to the
Lessor or the Lessee,  the Credit Bank may sell  participating  interests in the
Letter of  Credit  and the  Reimbursement  Agreement,  and the  other  Operative
Documents  in which it has an  interest,  to such  banks,  and  other  financial
institutions as the Credit Bank shall, in its sole discretion, determine.

                                    SECTION 7
                                 INDEMNIFICATION

         SECTION 7.1    GENERAL INDEMNIFICATION.  The Lessee agrees, whether or
not any of the transactions contemplated hereby shall be consummated,  to assume
liability for, and to indemnify,  protect,  defend,  save and keep harmless each
Indemnitee,  on an After-Tax Basis, from and against,  any and all Claims by any
third-party  that may be  imposed  on,  incurred  by or  asserted  against  such
Indemnitee,  whether or not such Indemnitee  shall also be indemnified as to any
such Claim by any other  Person  (except to the extent  such claim is covered by
the  insurance  required by the Lease) and in any way relating to or arising out
of:
              (i)      any  of the  Operative  Documents  or any of the
         transactions  contemplated thereby, and any amendment,  modification or
         waiver in respect thereof;

              (ii)     the Land or any part thereof or interest therein;

              (iii)    the  purchase,   design,   construction,   preparation,
         installation,    inspection,   delivery,   non-delivery,    acceptance,
         rejection, ownership, management, possession, operation, rental, lease,
         sublease, repossession,  maintenance, repair, alteration, modification,
         addition or substitution,  storage, transfer or title, redelivery, use,
         financing,   refinancing,   disposition,   operation,  condition,  sale
         (including, without limitation, any sale pursuant to the Lease), return
         or other  disposition  of all or any part or any interest in the Leased
         Property or the  imposition  of any Lien (or incurring of any liability
         to  refund or pay over any  amount  as a result  of any Lien)  thereon,
         including  without  limitation (A) Claims or penalties arising from any
         violation of law or in tort (strict liability or otherwise), (B) latent
         or other defects,

                                      -27-
<PAGE>

         whether or not  discoverable,  (C) any Claim based upon a violation  or
         alleged violation of the terms of any restriction,  easement, condition
         or covenant or other matter affecting title to the Leased Property, (D)
         the making of any Alterations in violation of any standards  imposed by
         any insurance  policies required to be maintained by Lessee pursuant to
         the Lease  which are in effect at any time with  respect  to the Leased
         Property or any part  thereof,  (E) any Claim for patent,  trademark or
         copyright   infringement   and  (F)  Claims  arising  from  any  public
         improvements  with  respect to the  Leased  Property  resulting  in any
         change or special  assessments being levied against the Leased Property
         or any Claim for utility "tap-in" fees;

              (iv)     the  breach  or  alleged  breach  by the  Lessee  of any
         representation  or  warranty  made  by it or  deemed  made by it in any
         Operative  Document or any  certificate  required to be delivered under
         any Operative Document;

              (v)      the  retaining  or  employment of any  broker,  finder or
         financial advisor by the Lessee to act on its behalf in connection with
         this  Participation  Agreement,  or the  authorization of any broker or
         financial adviser retained or employed by any other Person who or which
         acts  on  the  Lessee's  behalf,  or  the  incurring  of  any  fees  or
         commissions  to which  Lessor,  the Issuer or the Credit  Bank might be
         subjected   by  virtue  of  their   entering   into  the   transactions
         contemplated by this Participation Agreement;

              (vi)     the  existence  of any  Lien on or with  respect  to the
         Leased  Property,  any Basic Rent or Supplemental  Rent,  including any
         Liens which arise out of the possession, use, occupancy,  construction,
         repair or  rebuilding  of or title to or  interest of any Person in the
         Leased Property or by reason of labor or materials furnished or claimed
         to have  been  furnished  to the  Lessee or any of its  contractors  or
         agents or by reason of the  financing  of any  personalty  or equipment
         purchased  or leased by the Lessee or  Alterations  constructed  by the
         Lessee,  except in all cases the Liens  listed as items (i) and (ii) in
         the definition of Permitted Liens; or

              (vii)    [omitted];

PROVIDED,  HOWEVER,  that the Lessee  shall not be  required  to  indemnify  any
Indemnitee  under this  Section  for (x) any Claim to the extent that such Claim
results  from the willful  misconduct  or gross  negligence  of such  Indemnitee
(provided  that the  exception  set forth in this  clause (x) shall not apply to
Lessor  Indemnitees,  which the Lessee  shall,  in any event,  be  obligated  to
indemnify,  except as  provided in SECTION  18.12 of the  Lease),  (y) any Claim
resulting from Lessor Liens which Lessor is responsible  for  discharging  under
the  Operative  Documents  or (z) any Claim which occurs or arises out of a time
when the Lessee was not an owner,  lessee or otherwise using or in possession of
the Leased Property or any part thereof.  It is expressly  understood and agreed
that  the  indemnity  provided  for  herein  shall  survive  the  expiration  or
termination of and shall be separate and  independent  from any remedy under the
Lease or any other Operative Document.

         SECTION 7.2   ENVIRONMENTAL  INDEMNITY.  Without limitation  of SECTION
7.1, the Lessee  agrees to indemnify,  hold harmless and defend each  Indemnitee
from and against any and all Claims  (including  without  limitation third party
Claims  for  personal  injury  or  real or  personal  property

                                      -28-

<PAGE>

damage),  losses  (including  but not limited to any loss of value of the Leased
Property), damages, liabilities,  fines, penalties, charges,  administrative and
judicial  proceedings  (including informal  proceedings) and orders,  judgments,
remedial  action,  requirements,  enforcement  actions  of  any  kind,  and  all
reasonable and documented  costs and expenses  incurred in connection  therewith
(including  but not  limited to  reasonable  and  documented  attorneys'  and/or
paralegals'  fees and  expenses),  including,  but not  limited  to,  all  costs
incurred in connection with any  investigation  or monitoring of site conditions
or any clean-up,  remedial, removal or restoration work by any federal, state or
local government  agency,  arising directly or indirectly,  in whole or in part,
out of:

              (i)      the presence on or under the Land of any Hazardous
         Materials,  or any release or discharges of any Hazardous Materials on,
         under, from or onto the Land;

              (ii)     any   activity,    including,    without    limitation,
         construction,  carried on or undertaken on or off the Land, and whether
         by the Lessee,  or any  predecessor in title or any employees,  agents,
         contractors  or  subcontractors  of the Lessee,  or any  predecessor in
         title, or any other Persons (including such Indemnitee),  in connection
         with  the  handling,  treatment,  removal,  storage,   decontamination,
         clean-up,  transport or disposal of any Hazardous Materials that at any
         time are  located or  present on or under or that at any time  migrate,
         flow, percolate, diffuse or in any way move onto or under the Land;

              (iii)    loss of or damage to any  property  or the  environment
         (including,   without  limitation,   clean-up  costs,  response  costs,
         remediation  and removal  costs,  cost of corrective  action,  costs of
         financial assurance, fines and penalties and natural resource damages),
         or death or injury to any Person, and all expenses  associated with the
         protection of wildlife, aquatic species,  vegetation,  flora and fauna,
         and any mitigative action required by or under Environmental Laws;

              (iv)     any   claim   concerning   lack  of   compliance   with
         Environmental  Laws,  or any act or omission  causing an  environmental
         condition  that requires  remediation  or would allow any  governmental
         agency to record a lien or encumbrance on the land records; or

              (v)      any  residual  contamination  on or  under  the  Land, or
         affecting any natural resources,  and any contamination of any property
         or natural  resources  arising in connection with the generation,  use,
         handling,   storage,  transport  or  disposal  of  any  such  Hazardous
         Materials,  and  irrespective of whether any of such activities were or
         will be undertaken in accordance  with  applicable  laws,  regulations,
         codes and ordinances;

in any case arising or occurring (y) prior to or during the Lease Term or (z) at
any time during which the Lessee or any  Affiliate  thereof owns any interest in
or otherwise  occupies or possesses the Leased Property or any portion  thereof;
PROVIDED,  HOWEVER,  that the Lessee  shall not be  required  to  indemnify  any
Indemnitee  under  this  Section  for any Claim to the  extent  that such  Claim
results  from the willful  misconduct  or gross  negligence  of such  Indemnitee
(except that the exception set forth in the immediately  preceding PROVISO shall
not apply to Lessor  Indemnitees,  which the  Lessee  shall,  in any  event,  be
obligated to indemnify, except as provided in SECTION 18.12 of the Lease). It is
expressly  understood  and agreed that the  indemnity  provided for herein shall
survive the

                                      -29-

<PAGE>

expiration or  termination of and shall be separate and  independent
from any remedy under the Lease or any other Operative Document.

         SECTION  7.3  PROCEEDINGS  IN RESPECT OF CLAIMS.  The  obligations  and
liabilities  of the Lessee with respect to any Claims for which,  if valid,  the
Lessee is obligated to provide  indemnification  pursuant to the  provisions  of
SECTION  7.1 and  SECTION 7.2  ("Indemnified  Claims"),  shall be subject to the
following terms and conditions:

              (a)      Whenever an Indemnitee shall have received notice that an
Indemnified Claim has been asserted or threatened  against such Indemnitee,  the
Indemnitee  shall  promptly  notify  the  Lessee of such  Claim,  together  with
supporting  facts and data within the  possession or knowledge of the Indemnitee
related  thereto,  provided  that the failure to deliver  such notice  shall not
relieve the Lessee of its  indemnification  obligations  hereunder except to the
extent that such failure prejudices the Lessee.  With respect to any amount that
the Lessee is requested by an Indemnitee to pay by reason of SECTION 7.1 or 7.2,
such  Indemnitee  shall, if so requested by the Lessee and prior to any payment,
submit such  additional  information  to the Lessee as the Lessee may reasonably
request  and  which is in the  possession  of such  Indemnitee  to  substantiate
properly the requested payment.

              (b)      The Lessee  shall  defend,  at the expense of the Lessee,
such  Indemnified   Claim  with  counsel  of  the  Lessee's  choice   reasonably
satisfactory to the Indemnitee,  PROVIDED,  HOWEVER, that if an Event of Default
has occurred and is continuing, the Indemnitee shall have the right, upon notice
to the Lessee and at the expense of the Lessee, to undertake the defense of such
Claim during the  continuance  of such Event of Default.  The  Indemnitee  shall
promptly notify the Lessee of any compromise or settlement proposal with respect
to any such Claim and shall not unreasonably  refuse to accept any such proposal
if the same is acceptable to the Lessee.  The  Indemnitee  may  participate in a
reasonable  manner at its own expense and with its own counsel in any proceeding
conducted by Lessee in  accordance  with the  foregoing.  Lessee shall not enter
into any  settlement  or other  compromise  with  respect to any Claim  which is
entitled to be  indemnified  under  SECTION 7.1 or 7.2 without the prior written
consent of the affected  Indemnitee,  which  consent  shall not be  unreasonably
withheld.  The Lessee and each  Indemnitee  are and shall be bound to  cooperate
with each other in good faith in connection with the defense of any such action,
suit or  proceeding  in  providing  any  information  and bear  witness  or give
testimony which may be requested by counsel for any of such parties.

              (c)      Unless an Event of Default  shall  have  occurred  and be
continuing,  no Indemnitee  shall enter into any settlement or other  compromise
with respect to any Claim which is entitled to be indemnified  under SECTION 7.1
or 7.2 without the prior written consent of the Lessee,  which consent shall not
be unreasonably  withheld (it being agreed that it will not be unreasonable  for
Lessee to withhold consent if such compromise or settlement  adversely affects a
material right or property interest of Lessee,  including,  without  limitation,
the Lessee's  use,  title or  possession  of the Leased  Property),  unless such
Indemnitee  waives its right to be  indemnified  under  SECTION  7.1 or 7.2 with
respect  to such  Claim,  PROVIDED  that no  Indemnitee  shall  enter  into  any
settlement which would adversely affect the Lessee's use, title to or possession
of the Leased Property without the Lessee's prior written consent.

                                      -30-



<PAGE>

              (d)      Upon  payment in full of any Claim by Lessee pursuant  to
SECTION 7.1 or 7.2 to or on behalf of an  Indemnitee,  the  Lessee,  without any
further  action,  shall be subrogated to any and all claims that such Indemnitee
may have relating  thereto  (other than claims in respect of insurance  policies
maintained by such Indemnitee at its own expense)  including  claims (subject to
the provisions of this SECTION 7 and SECTION 18.12 of the Lease) against another
Indemnitee and such Indemnitee  shall execute such instruments of assignment and
conveyance, evidence of claims and payment and such other documents, instruments
and  agreements  as may be necessary  to preserve any such Claims and  otherwise
cooperate  with Lessee and give such  further  assurances  as are  necessary  or
advisable to enable Lessee vigorously to pursue such Claims.

              (e)      Any amount  payable to an  Indemnitee pursuant to SECTION
7.1 or 7.2 shall be paid to such  Indemnitee  promptly upon receipt of a written
demand  therefor  from  such  Indemnitee,  accompanied  by a  written  statement
describing in reasonable detail the basis for such indemnity and the computation
of the amount so payable,  and if requested by Lessee,  such determination shall
be verified by a nationally  recognized  independent  accounting  firm  mutually
acceptable to Lessee and the Indemnitee at the expense of Lessee.

              (f)      If Lessee fails to assume the  defense of an  Indemnified
Claim  within a  reasonable  time (and in any event not more than 30 days) after
receipt  of notice  thereof  from the  Indemnitee,  the  Indemnitee  will  (upon
delivering  notice to such  effect to Lessee)  have the right to  undertake,  at
Lessee's cost and expense,  the defense,  compromise or settlement of such Claim
on behalf of and for the account and risk of the Lessee, subject to the right of
the Lessee  (PROVIDED  no Event of  Default  shall have  occurred  and  remained
outstanding)  to  assume  the  defense  of such  Claim at any time  prior to the
settlement,  compromise or final  determination  thereof,  and PROVIDED HOWEVER,
that the  Indemnitee  shall not enter  into any such  compromise  or  settlement
without the  written  consent of the  Lessee,  which  shall not be  unreasonably
withheld, as aforesaid, and PROVIDED FURTHER that no Indemnitee shall enter into
any such settlement  which would adversely  affect the Lessee's use, title to or
possession of the Leased Property without the Lessee's prior written consent. In
the event the Indemnitee  assumes the defense of any such Claim,  the Indemnitee
will cooperate with the Lessee in keeping the Lessee reasonably  informed of the
progress of any such defense, compromise or settlement.

              (g)      Nothing  contained in this SECTION 7.3 shall be deemed to
expand  the  obligation  of  the  Lessee  to  defend  or  be   responsible   for
indemnification of the Indemnitees with respect to any Claim beyond the specific
indemnification obligations set forth in SECTIONS 7.1, 7.2, 7.4, or elsewhere in
the Operative Documents.

         SECTION 7.4   GENERAL TAX INDEMNITY.

              (a)      Except as otherwise  provided in this Section, the Lessee
shall pay on an After-Tax  Basis, and on written demand shall indemnify and hold
each Tax  Indemnitee  harmless  from and against,  any and all fees  (including,
without limitation,  documentation,  recording,  license and registration fees),
taxes (including,  without limitation,  income,  gross receipts,  sales, rental,
use, turnover, value-added,  property, excise and stamp taxes), levies, imposts,
duties, charges, assessments or withholdings of any nature whatsoever,  together
with any penalties,  fines or interest thereon or additions  thereto (any of the
foregoing  being referred to herein as "Taxes" and

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<PAGE>

individually  as a "Tax" (for the purposes of this  Section,  the  definition of
"Taxes"  excludes  amounts imposed on, incurred by, or asserted against each Tax
Indemnitee as the result of any  prohibited  transaction,  within the meaning of
Section 406 or 407 of ERISA or Section  4975(c) of the Code,  arising out of the
transactions contemplated hereby or by any other Operative Document)) imposed on
or with respect to any Tax  Indemnitee,  the Lessee,  the Leased Property or any
portion  thereof or the Land, or any  sublessee or user  thereof,  by the United
States or by any state or local  government  or other  taxing  authority  in the
United States in connection with or in any way relating to (i) the  acquisition,
financing,  mortgaging,  construction,  preparation,  installation,  inspection,
delivery, non-delivery,  acceptance, rejection, purchase, ownership, possession,
rental,  lease,  sublease,  maintenance,  repair,  storage,  transfer  of title,
redelivery,  use,  operation,  condition,  sale,  return or other application or
disposition  of all or any part of the Leased  Property or the imposition of any
Lien,  other than a Lessor Lien (or incurrence of any liability to refund or pay
over any amount as a result of any Lien, other than a Lessor Lien) thereon, (ii)
Basic Rent or  Supplemental  Rent or the  receipts or earnings  arising  from or
received  with  respect  to the  Leased  Property  or any part  thereof,  or any
interest therein or any applications or dispositions  thereof,  (iii) the Leased
Property,  the Land or any part thereof or any interest therein, (iv) all or any
of the Operative  Documents,  any other documents  contemplated  thereby and any
amendments  and  supplements  thereto and (v)  otherwise  with  respect to or in
connection with the transactions contemplated by the Operative Documents.

              (b)      SECTION 7.4(a) shall not apply to:

                       (i)      Taxes  on,  based  on,  or  measured  by or with
         respect to, net income of Lessor, the Holders, the Issuer or the Credit
         Bank  (including,  without  limitation,  minimum  Taxes,  capital gains
         Taxes,  Taxes on or measured by items of tax  preference or alternative
         minimum  Taxes)  other than (A) any such Taxes that are,  or are in the
         nature  of,  sales,  use,  license,   rental  or  property  Taxes,  (B)
         withholding  Taxes  imposed  by the  United  States or any state (1) on
         payments  with  respect  to the  Letter  of Credit  Liabilities  or the
         Borrower  Promissory  Note, to the extent imposed by reason of a change
         in Applicable  Law occurring  after the Closing Date or (2) on Rent, to
         the extent the net payment of Rent after deduction of such  withholding
         Taxes would be less than amounts  currently payable with respect to the
         Letter of Credit  Liabilities or the Borrower  Promissory  Note and (C)
         any increase in any franchise  taxes based on or otherwise  measured by
         net income, estate,  inheritance,  transfer, income tax or gross income
         or gross receipts tax in lieu of net income over the term of the Lease,
         net of any decrease in such taxes realized by such Tax  Indemnitee,  to
         the extent that such tax increase or decrease  would not have  occurred
         if on the Closing Date Lessor had advanced  funds to Lessee in the form
         of a loan  secured by the  Leased  Property  in an amount  equal to the
         Loan, with debt service for such loan equal to the portion of the Basic
         Rent  attributable  to the Loan payable on each Rent Payment Date and a
         principal  balance at the  maturity of such loan in an amount  equal to
         the Loan at the end of the Lease Term;

                       (ii)     Taxes  on,  based  on,  or in the  nature of or
         measured  by, Taxes on doing  business,  business  privilege,  capital,
         capital stock, net worth, or mercantile  license or similar taxes other
         than (A) any increase in such Taxes  imposed on such Tax  Indemnitee by
         any  state,  net of any  decrease  in such taxes  realized  by such Tax
         Indemnitee,  to the extent that such tax increase or decrease would not
         have  occurred if on the Closing Date Lessor had advanced  funds to the
         Lessee  in the form of a loan  secured  by the  Leased  Property  in an

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<PAGE>

         amount equal to the principal  amount of the Borrower  Promissory  Note
         plus the  Contribution,  with debt  service  for such loan equal to the
         portion  of the  Basic  Rent  attributable  to  the  Letter  of  Credit
         Liabilities  and the  Borrower  Promissory  Note  and the  Contribution
         Return payable on each Rent Payment Date and a principal balance at the
         maturity  of such loan in an amount  equal to the Lease  Balance at the
         end of the Lease Term or (B) any Taxes that are or are in the nature of
         sales, use, rental, license or property Taxes;

                       (iii)    Taxes  that  result  from  any  act,  event or
         omission,  or are attributable to any period of time, that occurs after
         the  earliest of (A) the  expiration  of the Lease Term with respect to
         the Leased  Property  and,  if the Leased  Property  is  required to be
         returned to Lessor in  accordance  with the Lease,  such return and (B)
         the  discharge  in full of the  Lessee's  obligations  to pay the Lease
         Balance, or any amount determined by reference thereto, with respect to
         the Leased  Property and all other amounts due under the Lease,  unless
         such Taxes  relate to acts,  events or matters  occurring  prior to the
         earliest  of  such  times  or are  imposed  on or with  respect  to any
         payments due under the  Operative  Documents  after such  expiration or
         discharge;

                       (iv)     Taxes  imposed on a Tax  Indemnitee  that result
         from any voluntary sale,  assignment,  transfer or other disposition by
         such Tax  Indemnitee  or any related Tax  Indemnitee of any interest in
         the Leased Property or any part thereof, or any interest therein or any
         interest or obligation arising under the Operative Documents (including
         a sale of an  interest  in the  Borrower  Promissory  Note) or from any
         sale, assignment, transfer or other disposition of any interest in such
         Tax Indemnitee or any related Tax Indemnitee,  it being understood that
         each of the following shall not be considered a voluntary sale: (A) any
         substitution, replacement or removal of any part of any Property by the
         Lessee  shall  not  be  treated  as  a  voluntary  action  of  any  Tax
         Indemnitee, (B) any sale or transfer resulting from the exercise by the
         Lessee of any termination  option,  any purchase option or sale option,
         (C) any sale or transfer  while an Event of Default shall have occurred
         and be  continuing  under  the  Lease  and  (D) any  sale  or  transfer
         resulting from Lessor's exercise of remedies under the Lease;

                       (v)      any Tax which is being contested in accordance
         with the  provisions  of SECTION  7.4(c),  during the  pendency of such
         contest;

                       (vi)     any Tax that is imposed on a Tax Indemnitee as a
         result of such Tax Indemnitee's  gross negligence or willful misconduct
         (other   than   gross   negligence   on  the  part  of  Lessor  or  the
         incorporators,  stockholders, directors, officers, employees and agents
         of Lessor or gross negligence or willful  misconduct imputed to Lessor,
         the  Holders,  the Issuer or the Credit  Bank solely by reason of their
         respective interests in the Leased Property);

                       (vii)    any Tax  that  results  from a Tax  Indemnitee
         engaging,  with respect to the Leased Property,  in transactions  other
         than those permitted by the Operative Documents; or

                       (viii)   to the  extent  any  interest,  penalties  or
         additions  to tax result in whole or in part from the  failure of a Tax
         Indemnitee to file a return that it is required to file in a

                                      -33-
<PAGE>

         proper and timely  manner,  unless such  failure  (A) results  from the
         transactions  contemplated by the Operative  Documents in circumstances
         where Lessee did not give timely notice to Lessor (and Lessor otherwise
         had no actual  knowledge)  of such filing  requirement  that would have
         permitted a proper and timely filing of such return or (B) results from
         the failure of Lessee to supply  information  necessary  for the proper
         and timely  filing of such  return  that was not in the  possession  of
         Lessor.

              (c)      If any claim shall be made against any Tax Indemnitee  or
if any proceeding  shall be commenced  against any Tax  Indemnitee  (including a
written notice of such proceeding) for any Taxes as to which the Lessee may have
an indemnity obligation pursuant to this Section, or if any Tax Indemnitee shall
determine that any Taxes as to which the Lessee may have an indemnity obligation
pursuant to this  Section may be payable,  such Tax  Indemnitee  shall  promptly
notify Lessee.  Lessee shall be entitled,  at its expense, to participate in and
to the extent that Lessee  desires to,  assume and control the defense  thereof;
provided,  however,  that Lessee shall not be entitled to assume and control the
defense of any such action,  suit or proceeding  (but the Tax  Indemnitee  shall
then  contest,  at the sole cost and expense of Lessee,  on behalf of Lessee) if
and to the extent that (A) an Event of Default has occurred  and is  continuing,
(B) such action,  suit or proceeding involves matters which are unrelated to the
transactions contemplated by the Operative Documents and if determined adversely
could  be  materially  detrimental  to the  interests  of  such  Tax  Indemnitee
notwithstanding indemnification by Lessee or (C) such action, suit or proceeding
involves  the federal or any state income tax  liability of the Tax  Indemnitee.
With respect to any contests controlled by a Tax Indemnitee, (i) if such contest
relates to the federal or any state income tax liability of such Tax Indemnitee,
such Tax  Indemnitee  shall be required to conduct  such  contest only if Lessee
shall have provided to such Tax Indemnitee an opinion of independent tax counsel
selected by Lessee and reasonably  satisfactory  to the Tax  Indemnitee  stating
that a  reasonable  basis exists to contest such claim or (ii) in the case of an
appeal of an adverse  determination  of any contest  relating  to any Taxes,  an
opinion of such  counsel to the effect  that such appeal is more likely than not
to be successful;  provided,  however,  such Tax Indemnitee shall in no event be
required to appeal an adverse  determination to the United States Supreme Court.
The Tax Indemnitee may participate in a reasonable manner at its own expense and
with its own counsel in any  proceeding  conducted by Lessee in accordance  with
the foregoing.  Each Tax Indemnitee shall at Lessee's expense supply Lessee with
such information and documents  reasonably  requested by Lessee as are necessary
or advisable for Lessee to participate in any action,  suit or proceeding to the
extent permitted by this Section. Unless an Event of Default shall have occurred
and be continuing,  no Tax  Indemnitee  shall enter into any settlement or other
compromise  with respect to any Claim which is entitled to be indemnified  under
this Section  without the prior written  consent of Lessee,  which consent shall
not be  unreasonably  withheld (it being agreed that it will not be unreasonable
for Lessee to withhold  consent if such compromise or settlement would adversely
affect  material  rights or property  interests  of Lessee,  including,  without
limitation,  the Lessee's  use,  title or  possession  of the Leased  Property),
unless such Tax Indemnitee waives its right to be indemnified under this Section
with respect to such Claim,  provided the settlement  would not adversely affect
material rights or property interests of Lessee, including,  without limitation,
the Lessee's use,  title or possession of the Leased  Property.  Notwithstanding
anything  contained  herein to the contrary,  (i) a Tax  Indemnitee  will not be
required to contest  (and Lessee shall not be permitted to contest) a Claim with
respect to the  imposition  of any Tax if such Tax  Indemnitee  shall  waive its
right to indemnification  under this Section with respect to such Claim (and any
related  Claim  with  respect  to

                                      -34-


<PAGE>

other  taxable  years  the  contest  of which is  precluded  as a result of such
waiver) and (ii) no Tax Indemnitee shall be required to contest any Claim if the
subject matter thereof shall be of a continuing nature and shall have previously
been  decided  adversely,  unless  there  has been a change  in law which in the
opinion of Lessee's  counsel  creates  substantial  authority for the success of
such contest.  Each Tax  Indemnitee  and Lessee shall consult in good faith with
each other regarding the conduct of such contest controlled by either.

              (d)      If (i) a Tax Indemnitee shall obtain a credit or refund
of any Taxes paid by Lessee  pursuant  to this  Section or (ii) by reason of the
incurrence or imposition  of any Tax for which a Tax  Indemnitee is  indemnified
hereunder  or any payment made to or for the account of such Tax  Indemnitee  by
Lessee  pursuant to this  Section,  such Tax  Indemnitee  at any time realizes a
reduction in any Taxes for which the Lessee is not  required to  indemnify  such
Tax Indemnitee pursuant to this Section,  which reduction in Taxes was not taken
into  account in  computing  such payment by the Lessee to or for the account of
such Tax Indemnitee,  then such Tax Indemnitee  shall promptly pay to Lessee the
amount of such  credit  or  refund,  together  with the  amount of any  interest
received by such Tax Indemnitee on account of such credit or refund or an amount
equal to such reduction in Taxes, as the case may be; provided, however, that no
such payment  shall be made so long as an Event of Default  shall have  occurred
and be continuing; and provided,  further, that the amount payable to the Lessee
by any Tax Indemnitee  pursuant to this subsection  shall not at any time exceed
the  aggregate  amount of all  indemnity  payments made by the Lessee under this
Section to such Tax Indemnitee and all related Tax  Indemnitees  with respect to
the Taxes which gave rise to a credit or refund or with respect to the Tax which
gave rise to a reduction in Taxes less the amount of all prior  payments made to
Lessee by such Tax  Indemnitee and related Tax  Indemnitees  under this Section.
Each Tax Indemnitee  agrees to act in good faith to claim such refunds and other
available  Tax  benefits,  and take such other  actions as may be  reasonable to
minimize  any  payment  due from the  Lessee  pursuant  to this  Section  and to
maximize the amount of any Tax savings available to it or them. The disallowance
or reduction of any credit,  refund or other tax savings with respect to which a
Tax Indemnitee has made a payment to the Lessee under this  subsection  shall be
treated  as a Tax for  which the  Lessee  is  obligated  to  indemnify  such Tax
Indemnitee hereunder.

              (e)      Any Tax  indemnifiable  under this Section  shall be paid
directly  when due to the  applicable  taxing  authority  if direct  payment  is
practicable and permitted.  If direct payment to the applicable taxing authority
is  not  permitted  or is  otherwise  not  made,  any  amount  payable  to a Tax
Indemnitee  pursuant to this Section shall be paid within thirty (30) days after
receipt of a written demand  therefor from such Tax Indemnitee  accompanied by a
written statement describing in reasonable detail the amount so payable, but not
before the date that the relevant  Taxes are due. Any payments  made pursuant to
this Section shall be made directly to the Tax Indemnitee entitled thereto or to
the Lessee,  as the case may be, in immediately  available funds at such bank or
to such account as specified  by the payee in written  directions  to the payor,
or, if no such direction shall have been given, by check of the payor payable to
the order of the payee by certified mail,  postage prepaid at its Address as set
forth in this  Participation  Agreement.  Upon the request of any Tax Indemnitee
with  respect  to a Tax that the Lessee is  required  to pay,  the Lessee  shall
furnish to such Tax Indemnitee the original or a certified copy of a receipt for
the  Lessee's  payment  of such Tax or such  other  evidence  of  payment  as is
reasonably acceptable to such Tax Indemnitee.

                                      -35-



<PAGE>

              (f)      If the Lessee  knows of any  report, return or  statement
required   to  be  filed  with   respect  to  any  Taxes  that  are  subject  to
indemnification under this Section, the Lessee shall, if permitted by Applicable
Law, timely file such report,  return or statement (and, to the extent permitted
by law, show  ownership of the  applicable  Property in the Lessee except to the
extent contrary to financial reporting requirements); provided, however, that if
the Lessee is not  permitted  by  Applicable  Law or does not have access to the
information  required to file any such report,  return or statement,  the Lessee
will  promptly  so notify  the  appropriate  Tax  Indemnitee,  in which case Tax
Indemnitee  will file such report.  In any case in which the Tax Indemnitee will
file any such  report,  return or  statement,  the Lessee  shall,  upon  written
request  of  such  Tax  Indemnitee,   provide  such  Tax  Indemnitee  with  such
information as is reasonably available to the Lessee.

              (g)      At the  Lessee's  request,  the amount  of any  indemnity
payment by the Lessee or any payment by a Tax Indemnitee to the Lessee  pursuant
to this  Section  shall be  verified  and  certified  by an  independent  public
accounting  firm  selected  by  Lessee  and  reasonably  acceptable  to the  Tax
Indemnitee.  Unless such verification  shall disclose an error in Lessee's favor
of 5% or more, the costs of such  verification  shall be borne by Lessee.  In no
event shall Lessee have the right to review the Tax  Indemnitee's tax returns or
receive any other confidential information from the Tax Indemnitee in connection
with  such  verification.  The Tax  Indemnitee  agrees  to  cooperate  with  the
independent  public  accounting firm performing the  verification  and to supply
such firm with all information  reasonably  necessary to permit it to accomplish
such verification; provided, however, that the information provided to such firm
by such Tax Indemnitee shall be for its confidential use. The parties agree that
the sole  responsibility  of the independent  public accounting firm shall be to
verify the amount of a payment pursuant to this Participation Agreement and that
matters of  interpretation  of this  Participation  Agreement are not within the
scope of the independent accounting firm's responsibilities.

         SECTION 7.5   [Reserved]

         SECTION 7.6   END OF TERM INDEMNITY.  In the event that at the end of
the Lease Term (i) Lessor  elects  the option to reject a third  party  offer to
purchase a Property as set forth in SECTION 15.6(xi) of the Lease and (ii) after
Lessor  receives the sales proceeds from the Leased  Property under SECTION 15.6
or 15.7 of the Lease together with Lessee's  payment of the Recourse  Deficiency
Amount,  Lessor shall not have received the entire Lease  Balance,  then Lessor,
the Credit Bank or the  Holders may obtain,  at the sole cost and expense of the
Lessee,  an  appraisal  report from the  Appraiser  (or if the  Appraiser is not
available,  another appraiser reasonably satisfactory to Lessor, the Credit Bank
or the  Holders,  as the  case  may be) in form and  substance  satisfactory  to
Lessor,  the Credit Bank and the Holders to establish the reason for any decline
in value of the  Leased  Property  from  that  anticipated  for such date in the
appraisal  delivered on the Closing Date.  The Lessee shall  promptly  reimburse
Lessor for the  amount  equal to such  decline  in value to the extent  that the
appraisal report  delivered  pursuant to the preceding  sentence  concludes that
such decline was due to (i) extraordinary  use, failure to maintain,  to repair,
to restore,  to rebuild or to replace the Leased Property or any part thereof in
a manner consistent with reasonable preservation of its value, failure to comply
with all Applicable Laws, failure to use, workmanship, method of installation or
removal or maintenance, repair, rebuilding or replacement, or any other cause or
condition within the reasonable power of the Lessee to control or effect, in any
such case resulting in the Improvement failing to be in the same condition as on
the Closing  Date  (excepting  in each case  ordinary  wear and

                                      -36-

<PAGE>

tear), (ii) any Alteration made to, or any rebuilding of, the Leased Property or
any part thereof by the Lessee,  (iii) any restoration or rebuilding carried out
by the Lessee or any condemnation of any portion of the Leased Property pursuant
to ARTICLE  XI of the Lease  (after  taking  into  account  any Award in respect
thereof)  or (iv) any use of the  Leased  Property  or any part  thereof  by the
Lessee  other  than as  permitted  pursuant  to ARTICLE  VIII of the Lease.  The
parties hereto acknowledge and agree that the obligation imposed upon the Lessee
under this Section  arises from a higher  standard of  maintenance of the Leased
Property  than that  required  under  ARTICLE VII of the Lease and is applicable
whether or not the Lessee has failed to comply  with any such other  obligations
under the Operative Documents.

         SECTION 7.7   INCREASED COSTS, ETC.

              (a)      CHANGES;  LEGAL RESTRICTIONS. In the event that after the
date  hereof  (i) the  adoption  of or any  change  in any  law,  treaty,  rule,
regulation,  guideline or determination of a court or Governmental  Authority or
any  change  in  the  interpretation  or  application  thereof  by  a  court  or
Governmental  Authority or (ii) compliance by the Issuer or the Credit Bank with
any  request  or  directive  (whether  or not  having the force of law) from any
central bank or other Governmental Authority:

              (A)      does or will subject the Issuer or the Credit Bank to any
         tax, duty or other charge of any kind which the Credit Bank  determines
         to be  applicable to the Letter of Credit,  any of the other  Operative
         Documents  or  the  Letter  of  Credit   Liabilities  or  the  Borrower
         Promissory  Note or any change in the basis of  taxation of payments to
         the Credit Bank of principal, interest, invested amount, yield, fees or
         any other amount  payable  hereunder or under the Operative  Documents,
         except for taxes  imposed on or  measured  by the overall net income of
         the Issuer or the Credit Bank; or

              (B)      does or will impose,  modify,  or hold applicable, in the
         determination  of the Issuer or the Credit Bank,  any reserve,  special
         deposit,  liquidity  ratio,  compulsory loan, FDIC insurance or similar
         requirement against assets held by, or deposits or other liabilities in
         or for the account of, advances or loans by, commitments made, or other
         credit extended by, or any other acquisition of funds by, the Issuer or
         the Credit Bank;

and the result of any of the  foregoing is to increase the cost to the Issuer or
the Credit  Bank of making,  renewing or  maintaining  the Loan or the Letter of
Credit or to reduce any amount receivable under the Borrower  Promissory Note or
the Reimbursement  Agreement, and the Issuer or the Credit Bank gives the Lessee
notice of any of the foregoing and the approximate  amount of such cost increase
within  120 days after the  calendar  year in which  such  increased  costs were
incurred by the Issuer or the Credit Bank,  then,  in any such case,  the Lessee
shall  promptly  pay to the Issuer and the Credit  Bank on an  After-Tax  Basis,
within thirty (30) days after demand made in writing by the Issuer or the Credit
Bank to the Lessee,  such amount or amounts (based upon an allocation thereof by
the Issuer or the Credit Bank, as the case may be, to the financing transactions
contemplated  by the Operative  Documents that were so affected by this Section)
as may be reasonably  necessary to compensate  the Issuer or the Credit Bank, as
the case  may be,  for any such  additional  cost  incurred  or  reduced  amount
received.  The Issuer or the Credit Bank,  as the case may be, shall  deliver to
the Lessee a written statement of the costs or reductions  claimed and the basis
therefor,  and the

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<PAGE>

allocation made by the Issuer or the Credit Bank, as the case may be, of such
costs and reductions  shall be conclusive,  absent  demonstrable error.

              (b)      CAPITAL  ADEQUACY.  Subject to the provisions  of SECTION
8.12, if the the Credit Bank shall have determined  that, after the date hereof,
the  adoption  of any  applicable  law,  rule or  regulation  regarding  capital
adequacy,  or any  change  therein,  or any  change  in  the  interpretation  or
administration thereof by any Governmental Authority, central bank or comparable
agency charged with the interpretation or administration  thereof, or compliance
by the Credit  Bank with any request or  directive  regarding  capital  adequacy
(whether  or not  having the force of law) of any such  Governmental  Authority,
central bank or comparable  agency, has or would have the effect of reducing the
rate  of  return  on the  Credit  Bank's  capital,  as the  case  may  be,  as a
consequence of its obligations under the Letter of Credit, to a level below that
which the Credit  Bank  could have  achieved  but for such  adoption,  change or
compliance (taking into consideration the Credit Bank's policies with respect to
capital adequacy),  then from time to time, within thirty (30) days after demand
made in writing by the Credit  Bank to the Lessee,  the Lessee  shall pay to the
Credit Bank such additional amount or amounts as will compensate the Credit Bank
for such  reduction.  The Credit Bank,  upon  determining in good faith that any
additional amounts will be payable pursuant to this subsection, will give prompt
written  notice  thereof to the Lessee  which  notice  shall show in  reasonable
detail the basis for calculation of such additional  amounts.  Such notice shall
be conclusive absent demonstrable error.

         SECTION 7.8   EXCULPATION. Except for the Issuer's obligations to
advance the Loan in accordance with the Operative Documents,  neither the Issuer
nor the Credit Bank has nor shall have any liability or obligation whatsoever or
howsoever in  connection  with the  acquisition,  ownership or management of the
Improvements, and neither the Issuer nor the Credit Bank is obligated to inspect
the  Improvements;  nor is either the Issuer or the Credit Bank liable and under
no  circumstances  whatsoever  shall the Issuer or the Credit  Bank be or become
liable for the performance or default of any contractor or subcontractor, or for
any failure to construct,  complete, protect or insure the Improvements,  or any
part thereof,  or for the payment of any cost or expense  incurred in connection
therewith,  or for the performance or  non-performance  of any obligation of the
Lessor or the Lessee to the Issuer, the Credit Bank or to any other person, firm
or entity without limitation;  and nothing,  including without  limitation,  any
disbursement  of  proceeds  of  the  Loan  or  acceptance  of  any  document  or
instrument,  shall be construed  as a  representation  or  warranty,  express or
implied, on the Issuer's or the Credit Bank's part.

         SECTION 7.9   ROLE OF ISSUER AND THE CREDIT BANK. Any term or condition
hereof  or  of  any  of  the  other   Operative   Documents   to  the   contrary
notwithstanding, neither the Issuer nor the Credit Bank shall have, and by their
respective  execution and  acceptance  of this  Participation  Agreement  hereby
expressly  disclaims,  any  obligation  or  responsibility  for the  management,
conduct or operation of the  Improvements  or business and affairs of the Lessee
and any term or condition  hereof,  or of any of the other Operative  Documents,
permitting  the Issuer or the Credit Bank to disburse  funds,  whether  from the
proceeds of the Loan or otherwise,  or to take or refrain from taking any action
with respect to the Lessee or the Improvements  shall be deemed to be solely for
the benefit of the Issuer and the Credit  Bank,  as the case may be, and may not
be relied upon by any other  person.  Further,  neither the Issuer or the Credit
Bank  shall  have,  neither  of them  has  assumed,

                                      -38-

<PAGE>

and  each  of  them  by  their  respective  execution  and  acceptance  of  this
Participation   Agreement   hereby   expressly   disclaims,   any  liability  or
responsibility  for the payment or performance of any indebtedness or obligation
of the Lessee or the Lessor and no term or  condition  hereof,  or of any of the
other Operative Documents, shall be construed otherwise.

         SECTION 7.10  ISSUER'S AND THE CREDIT BANK'S  BENEFITS.  All conditions
precedent to the  obligation of Issuer to make the Loan,  and the  obligation of
the Credit Bank to deliver the Letter of Credit,  are imposed  hereby solely for
the benefit of Issuer and the Credit Bank, respectively. No party other than the
Issuer  and the  Credit  Bank may  require  satisfaction  of any such  condition
precedent.  No other party  (including  the Lessor)  shall be entitled to assume
that Issuer will refuse to advance the proceeds of the Loan,  or that the Credit
Bank will refuse to issue and  deliver  the Letter of Credit,  in the absence of
strict  compliance  with such  conditions  precedent.  Any  requirement  of this
Participation Agreement, and any requirement of the Reimbursement Agreement, may
be waived by the Issuer or the Credit  Bank,  with  respect to the making of the
Loan or the delivery of the Letter of Credit, as the case may be, in whole or in
part, at any time. Any requirement  herein or in any other Operative Document of
submission  of  evidence  to  Issuer  or the  Credit  Bank of the  existence  or
non-existence of a fact or condition shall be deemed,  also, to be a requirement
that the fact or  condition  shall  exist or not exist,  as the case may be, and
without  waiving any condition or  obligation  of the Lessee or the Lessor,  the
Issuer for itself and the Credit Bank for itself, may at all times independently
establish to its respective satisfaction such existence or non-existence.

         SECTION 7.11  LESSOR'S  BENEFITS.  All  conditions  precedent  to  the
obligation of Lessor to invest the  Contribution  are imposed  hereby solely for
the benefit of Lessor.  No party other than the Lessor may require  satisfaction
of any such  condition  precedent.  No party other than the Credit Bank shall be
entitled to direct Lessor to refuse to make any  Contribution  in the absence of
strict  compliance  with such  conditions  precedent.  Any  requirement  of this
Participation Agreement and any requirement of Operative Documents may be waived
by Lessor, in whole or in part, at any time, subject to the Credit Bank's rights
under the Assignment of Lease and Rents and the other Operative  Documents.  Any
requirement  herein or in any other Operative Document of submission of evidence
to Lessor of the existence or non-existence of a fact shall be deemed,  also, to
be a requirement that the fact shall exist or not exist, as the case may be, and
without  waiving any condition or  obligation  of the Lessee,  Lessor may at all
times   independently   establish  to  its   satisfaction   such   existence  or
non-existence.

                                    SECTION 8
                                  MISCELLANEOUS

         SECTION 8.1   SURVIVAL OF  AGREEMENTS.  The indemnities  of the parties
provided for in SECTION 7 of this  Participation  Agreement,  shall  survive the
termination or expiration of this  Participation  Agreement and any of the other
Operative Documents (including, without limitation, the termination of the Lease
pursuant to SECTION 15.7 thereof in connection with the Lessee's  payment of the
Recourse Deficiency  Amount),  and any disposition of any interest of the Lessor
or the  Issuer  in the  Leased  Property  and  shall be and  continue  in effect
thereafter   for  the  period  of  the   applicable   statute   of   limitations
notwithstanding  any  investigation  made by any  party  hereto or to any of the
other Operative  Documents and the fact that any such party may waive compliance
with any of the other terms,  provisions  or  conditions of any of the Operative
Documents.

                                      -39-


<PAGE>

         SECTION  8.2  NOTICES.  Unless  otherwise  specified  herein  or  in an
applicable  Operative  Document,  it shall,  for purposes of this  Participation
Agreement and the other Operative Documents,  be sufficient service or giving of
any notice,  request,  complaint,  demand,  instruction  or other  instrument or
document to any Person,  if it is in writing to the Address set forth below. Any
notice  given by telecopy or facsimile  transmission  shall be deemed given when
sent provided  confirmed by a nationally  recognized  overnight courier service.
Any notice given by mail shall be sent by registered or certified  mail,  return
receipt  requested  and shall be deemed to have  been  given  when so sent.  Any
notice sent by any party hereto under the Operative Documents shall also be sent
to the other parties to this  Participation  Agreement.  The parties  hereto may
designate,  by  notice  given  to each of the  other  parties,  any  further  or
different addresses than those set forth below to which subsequent notices shall
be sent.  For purposes of the Operative  Documents (but subject to the preceding
sentence), the Address of the Lessee, the Issuer, the Lessor and the Credit Bank
is as follows:

         (i)      The Lessee:        ADESA Corporation
                                     Two Parkwood Crossing
                                     310 E. 96th Street
                                     Indianapolis, Indiana 46240
                                     Attention:
                                              William T. Stackhouse,
                                              Chief Financial Officer
                                              Facsimile:  (317) 815-0500
                                              Telephone:  (317) 815-3606
                                     and

                                              Karen C. Turner, Esq.,
                                              Vice President and General Counsel
                                              Facsimile:  (317) 815-0500
                                              Telephone:  (317) 815-1100

         (ii)     Issuer:            Cornerstone Funding Corporation I
                                     C/O Andrew Service Corporation
                                     Suite 1300
                                     41 South High Street
                                     Columbus, Ohio 43215
                                     Attention: Robert F. Gage, President
                                     Facsimile:  (614) 365-2499
                                                  -------------
                                     Telephone:  (614) 365-2766
                                                  -------------

         (iii)    Lessor:            Asset Holdings III, L.P.
                                     C/O Andrew Service Corporation
                                     Suite 1300
                                     41 South High Street
                                     Columbus, Ohio 43215
                                     Attention: Robert F. Gage, President
                                     Facsimile:  (614) 365-2499
                                                  -------------

                                      -40-

<PAGE>

                                     Telephone:  (614) 365-2766
                                                  -------------

         (iv)     Credit Bank:       SunTrust Bank
                                     10 West Market Street, 4th Floor
                                     Indianapolis, Indiana 46204
                                     Attention: Christopher A. Black, Director
                                     Facsimile:  (317) 464-5249
                                     Telephone: (317) 464-5248

         SECTION 8.3   COUNTERPARTS.  This Participation Agreement may be
executed in any number of counterparts as may be convenient or necessary, and it
shall not be necessary  that the  signatures of all parties hereto or thereto be
contained on any one counterpart  hereof or thereof.  Additionally,  the parties
hereto  agree  that  for  purposes  of   facilitating   the  execution  of  this
Participation  Agreement,  (a) the  signature  pages  taken  from  the  separate
individually  executed  counterparts  of  this  Participation  Agreement  may be
combined  to form  multiple  fully  executed  counterparts  and (b) a  facsimile
transmission shall be deemed to be an original  signature for all purposes.  All
executed  counterparts  of this  Participation  Agreement  shall be deemed to be
originals, but all such counterparts taken together or collectively, as the case
may be, shall constitute one and the same agreement.

         SECTION 8.4   AMENDMENTS.  No  Operative Document  nor any of the terms
thereof  may be  terminated,  amended,  supplemented,  waived or  modified  with
respect to any party thereto except with the prior written consent of such party
thereto and, in all cases, the Issuer,  the Credit Bank, and the Lessee.  If and
to the extent that this Participation  Agreement,  the Reimbursement  Agreement,
the Borrower  Promissory  Note, the Lease,  the Assignment of Lease and Rents or
the Mortgages constitutes an amendment, supplement, termination, waiver or other
modification  to any  Operative  Document,  each of the parties  hereto,  by its
execution  of this  Participation  Agreement,  shall be deemed to have given its
written  consent  to such  amendment  supplement,  termination,  waiver or other
modification.

         SECTION 8.5   HEADINGS,  ETC. The Table of Contents and headings of the
various  Sections  of  this  Participation  Agreement  are  for  convenience  of
reference only and shall not modify, define, expand or limit any of the terms or
provisions hereof.

         SECTION 8.6   PARTIES IN INTEREST. Except as expressly provided herein,
none of the  provisions  of this  Participation  Agreement  is intended  for the
benefit of any Person  except the parties  hereto,  their  successors  and their
permitted assigns.

         SECTION  8.7  GOVERNING  LAW.  THIS  PARTICIPATION  AGREEMENT  HAS BEEN
DELIVERED  IN,  AND SHALL IN ALL  RESPECTS  BE  GOVERNED  BY, AND  CONSTRUED  IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA  APPLICABLE TO AGREEMENTS MADE
AND TO BE  PERFORMED  ENTIRELY  WITHIN  SUCH  STATE,  INCLUDING  ALL  MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE.

         SECTION 8.8 NO RECOURSE.  No recourse shall be had for any claims under
this  Participation  Agreement  against  any of  the  partners  of  the  Lessor,
Cornerstone  Capital  Corporation,

                                      -41-


<PAGE>

or  any  of  their   Affiliates,   or  any  of  their   respective   organizers,
incorporators, shareholders, officers, managers, members, partners or directors,
past, present or future, whether by virtue of any constitution,  statute or rule
of law or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by acceptance  hereof and as part of the  consideration for the
acceptance hereof, expressly waived and released.

         SECTION 8.9   EXPENSES.

              (a)      EXPENSES OF LESSOR,  ISSUER,  NOTE  TRUSTEE OR THE CREDIT
BANK. The reasonable  fees,  expenses and  disbursements  (including  reasonable
counsel  fees) of the Lessor,  the Issuer,  the Note Trustee and the Credit Bank
incurred in connection  with the  preparation,  issuance,  delivery,  filing and
recording  of this  Agreement  and the other  Operative  Documents  and the Note
Documents, and all such fees, expenses and disbursements incurred from and after
the  Closing  Date  (including  all  costs   associated  with  the  release  and
termination of the Operative Documents and the Note Documents in accordance with
the terms thereof) shall be paid by the Lessee as Supplemental  Rent upon demand
therefor by the Lessor,  the Issuer, the Note Trustee or the Credit Bank, as the
case may be. In  addition,  the  Lessee  shall pay all  costs  and  expenses  in
connection  with the  enforcement  of this  Agreement  and the  other  Operative
Documents,  the Note Documents, and the other agreements and documents which may
be delivered in connection with this Agreement and the Operative  Documents.  In
addition,  the  Lessee  shall pay any and all  stamp  and  other  taxes and fees
payable or determined  to be payable by the Credit Bank in  connection  with the
execution,  delivery,  filing  and  recording  of the Lease and any of the other
Operative Documents,  and the Note Documents,  and the Lessee agrees to save the
Lessor,  the Issuer,  the Note  Trustee and the Credit  Bank  harmless  from and
against any and all  liabilities  with respect to or resulting from any delay in
paying or omission to pay such taxes and fees.

                  (b) WAIVERS, CONSENTS,  AMENDMENTS AND SUPPLEMENTS. The Lessee
agrees to pay all reasonable and documented  out-of-pocket costs and expenses of
the Lessor,  the Credit Bank, the Issuer and the Note Trustee in connection with
waivers or consents under, or the amendment or  supplementing  of, the Operative
Documents,  the Note  Documents and the documents  and  instruments  referred to
therein (including,  without  limitation,  the fees and disbursements of counsel
for the Lessor, the Issuer, the Note Trustee and the Credit Bank).

         SECTION 8.10  SEVERABILITY.   Any  provision  of  this  Participation
Agreement that is prohibited or unenforceable  in any jurisdiction  shall, as to
such  jurisdiction,  be  ineffective  to  the  extent  of  such  prohibition  or
unenforceability  without  invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

         SECTION 8.11  SUBMISSION  TO  JURISDICTION;  WAIVERS.  Subject  to the
provisions  of SECTION 8.15 hereof,  each party hereto  hereby  irrevocably  and
unconditionally  (i) submits for itself and its  property in any legal action or
proceeding  relating  to this  Participation  Agreement  or any other  Operative
Document, or for recognition and enforcement of any judgment in respect thereof,
to the non-exclusive general jurisdiction of the courts of the State of Georgia,
the courts of the United States of America for the Northern  District of Georgia
and  appellate  courts from any thereof,  (ii)

                                      -42-


<PAGE>

consents that any such action or proceedings may be brought to such courts,  and
waives any objection  that it may now or hereafter have to the venue of any such
action or proceeding in any court or that such action or proceeding  was brought
in an inconvenient court and agrees not to plead or claim the same, (iii) agrees
that  service of process in any such  action or  proceeding  may be  effected by
mailing a copy thereof by  registered  or certified  mail (or any  substantially
similar form of mail),  postage prepaid,  to such party at its address set forth
in SECTION 8.2 or at such other address of which the other parties  hereto shall
have been notified  pursuant to SECTION 8.2 and (iv) agrees that nothing  herein
shall  affect  the right to  effect  service  of  process  in any  other  manner
permitted  by  law.  EACH  PARTY,  TO  THE  EXTENT   PERMITTED  BY  LAW,  HEREBY
VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO HAVE
A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT,
OR OTHERWISE,  AMONG OR BETWEEN THE PARTIES HERETO ARISING OUT OF, IN CONNECTION
WITH,  RELATED  TO, OR  INCIDENTAL  TO THE  RELATIONSHIP  ESTABLISHED  AMONG THE
PARTIES IN CONNECTION  WITH THIS  PARTICIPATION  AGREEMENT,  ANY OTHER OPERATIVE
DOCUMENT OR ANY OTHER DOCUMENT  EXECUTED OR DELIVERED IN CONNECTION  HEREWITH OR
THE TRANSACTIONS RELATED HERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE,
LIMIT,  AMEND OR  MODIFY  THE  CREDIT  BANK'S  ABILITY  TO PURSUE  ANY  REMEDIES
CONTAINED IN THIS PARTICIPATION  AGREEMENT, THE OTHER OPERATIVE DOCUMENTS OR ANY
OTHER  AGREEMENT  OR  DOCUMENT  RELATED  HERETO.  THIS  PROVISION  IS A MATERIAL
INDUCEMENT  TO  CREDIT  BANK TO ISSUE  THE  LETTER  OF  CREDIT  PURSUANT  TO THE
REIMBURSEMENT AGREEMENT.

         SECTION 8.12  REPRODUCTION  OF DOCUMENTS.  The parties hereto agree and
stipulate that, to the extent  permitted by applicable law, any  reproduction of
this Participation  Agreement or other Operative  Documents (except the Borrower
Promissory  Note) shall be admissible in evidence as the original  itself in any
judicial  or  administrative  proceeding  (whether  or not  the  original  is in
existence and whether or not such reproduction was made in the regular course of
business)  and  any  enlargement,  facsimile  or  further  reproduction  of such
reproduction  shall likewise be admissible in evidence.  This SECTION 8.12 shall
not prohibit any party hereto from contesting any such  reproduction to the same
extent  that it could  contest the  original,  or from  introducing  evidence to
demonstrate the inaccuracy of any such reproduction.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                      -43-

<PAGE>

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

                                         ADESA CORPORATION, as the Lessee

                                                    W. T. Stackhouse
                                         ---------------------------------------
                                         William T. Stackhouse
                                         Chief Financial Officer

                                         ASSET HOLDINGS III, L.P., as the Lessor

                                         By  Realty Facility Holdings I, L.L.C.,
                                             an Ohio limited liability company,
                                             its general partner

                                                            Robert F. Gage
                                                     ---------------------------
                                                     Robert F. Gage, President

                                         CORNERSTONE FUNDING CORPORATION I
                                         as the Issuer

                                         By:  Robert F. Gage
                                             -----------------------------------
                                         Name:  Robert F. Gage
                                               ---------------------------------
                                         Title:  President
                                                --------------------------------


                                         SUNTRUST BANK, as the Credit Bank

                                         By:  C A Black
                                             -----------------------------------
                                         Name:  Christopher A Black
                                               ---------------------------------
                                         Title:  VP & Director
                                                --------------------------------



                                      -44-

<PAGE>


                                   APPENDIX I
                                       TO
      PARTICIPATION AGREEMENT, LEASE AGREEMENT AND REIMBURSEMENT AGREEMENT
      --------------------------------------------------------------------

                         DEFINITIONS AND INTERPRETATION

                               [See separate text]


                                      I-1
<PAGE>

                                   APPENDIX II
                           FORM OF FUNDING REQUISITION
                           ---------------------------

                                     [Date]



Fifth Third Bank.

SunTrust Bank

Cornerstone Funding Corporation I

Asset Holdings III, L.P

         Re:      Instructions for disbursement of proceeds of Loan and
                  Contribution under that certain Participation Agreement, dated
                  as of March31,  2000 (the "Participation  Agreement"),  by and
                  among Asset  Holdings  III,  L.P.,  as Lessor (the  "Lessor"),
                  ADESA Corporation,  as Lessee (the "Lessee"),  SunTrust Bank,.
                  as Credit Bank (the "Credit Bank"),  and  Cornerstone  Funding
                  Corporation I, as Issuer (the "Issuer)

         Pursuant to Section 2.2(b) of the Participation  Agreement,  the Lessee
hereby  submits  this  irrevocable  Funding  Requisition  (all terms not defined
herein  shall  have the  meanings  given  in the  Participation  Agreement)  and
requests and authorizes:

                (i)   the Issuer to instruct  the Note  Trustee to disburse  the
                      Loan of the  proceeds  of the  sale of the  Notes,  in the
                      aggregate  sum  of  $28,373,000,  to the  Persons,  in the
                      amounts   and   according   to  the  wiring  and   payment
                      instructions set forth on Schedule A attached hereto, and

                (ii)  the Lessor to pay, or order the  payment of, the  proceeds
                      of the Contribution,  in the aggregate sum of $877,515.46,
                      to the Persons, in the amounts and according to the wiring
                      and payment  instructions set forth on Schedule B attached
                      hereto:

                                         Very truly yours,

                                         ADESA Corporation

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

                                      A-1

<PAGE>

                                         Title:
                                                --------------------


The  Issuer  hereby  instructs  the Note  Trustee  to  disburse  the Loan of the
proceeds of sale of the Notes to the  Persons,  in the amounts and  according to
the wiring and payment instructions set forth on Schedule A attached hereto.

                                         Cornerstone Funding Corporation I

                                         By:
                                            ---------------------------
Dated April 3, 2000.                     Robert F. Gage, President

The Lessor hereby  instructs  SunTrust Bank to pay the sum of $877,515.46 in the
amounts  and  according  to the wiring  and  payment  instructions  set forth on
Schedule A attached hereto.

                                         Asset Holdings III, L.P.
                                         By: Realty Facility Holdings I, L.L.C.,
                                                               General Partner,

                                         By:
                                             --------------------------
Dated: April 3, 2000                         Robert F. Gage, President



                                      A-2

<PAGE>

                                   SCHEDULE A
                                   ----------

              [List disbursements of Note proceeds]














                                   SCHEDULE B
                                   ----------

              [List disbursements of Contribution Proceeds].


                                      A-3

<PAGE>

                                    EXHIBIT A

                                  Form of Lease



                                      A-1
<PAGE>



                                    EXHIBIT B

                         Form of Reimbursement Agreement



                                      B-1
<PAGE>



                                    EXHIBIT C

                        Form of Borrower Promissory Note



                                      C-1
<PAGE>



                                    EXHIBIT D

                                Form of Guaranty



                                      D-1
<PAGE>



                                   EXHIBIT E-1
                                   -----------

                    [Lessee and Guarantor Counsel Letterhead]



                                     E-1-1
<PAGE>



                                   EXHIBIT E-2

                    Form of Opinion of Counsel to the Lessor



                                     E-2-1

<PAGE>



                                    EXHIBIT F

                                Form of Mortgage



                                      F-1
<PAGE>

                                    EXHIBIT G

                      Form of Assignment of Lease and Rents



                                      G-1
<PAGE>

                                    EXHIBIT H

                Form of Non-Disturbance and Attornment Agreement


                                      H-1
<PAGE>

                                   SCHEDULE I

                          FINANCIAL COVENANTS OF LESSEE

                                   SCHEDULE I
                                   ----------

                                   SCHEDULE I
                                   ----------

I.       Covenants

                  (a) MAXIMUM TOTAL FUNDED DEBT TO EBITDA RATIO. Maintain, as of
the last day of each Fiscal  Quarter,  commencing with the Fiscal Quarter ending
December  31,  1999,  a Total  Funded Debt to EBITDA  Ratio of not greater  than
2.75:1.00.

                  (b) MINIMUM FIXED CHARGE COVERAGE RATIO.  Maintain,  as of the
last day of each  Fiscal  Quarter,  commencing  with the Fiscal  Quarter  ending
December 31, 1999, a Fixed Charge Coverage Ratio of not less than 1.30:1.0.

                  (c)  MINIMUM  NET WORTH.  Maintain at all times a Net Worth of
not less than $303,000,000 with such minimum amount to be permanently  increased
at the end of each Fiscal Quarter,  commencing with the Fiscal Quarter ending on
March 31, 2000, by an amount equal to fifty percent (50%) of Net Income for such
Fiscal Quarter;  PROVIDED,  HOWEVER,  in the event that  Consolidated  Companies
suffer a net loss for any Fiscal  Quarter,  Net Income  shall be deemed to be $0
for such Fiscal  Quarter,  so that in no event shall Net Worth at the end of any
Fiscal  Quarter be less than that  required at the end of the  preceding  Fiscal
Quarter.

II.      Definitions (add to Appendix I)

                  "Amortization"  shall  mean,  for  any  period,   amortization
expense of the  Consolidated  Companies  determined on a  consolidated  basis in
accordance with GAAP.

                  "Capital  Lease"  shall mean,  as applied to any  Person,  any
lease of any Asset by that Person as lessee which,  in accordance  with GAAP, is
or  should be  accounted  for as a capital  lease on the  balance  sheet of that
Person.

                  "CONSOLIDATED COMPANIES" shall mean, collectively,  Lessee and
all  of its  Subsidiaries,  if  any,  and  "Consolidated  Company"  shall  mean,
individually, Lessee or any of its Subsidiaries, if any.

                  "Consolidated  Lease  Expense" shall mean rental expense under
Operating Leases of the Consolidated  Companies on a consolidated  basis for the
applicable  period,  as determined in accordance with GAAP.  Except as expressly
provided  otherwise,  the  applicable  period shall be for the four  consecutive
Fiscal Quarters ending as of the date of determination.

                                      I-1


<PAGE>

                  "CURRENCY CONTRACTS" shall mean any forward contracts, futures
contracts,  foreign  exchange  contracts,  currency swap  agreements,  and other
similar  agreements and arrangements  entered into by any  Consolidated  Company
designed to protect any  Consolidated  Company  against  fluctuations in foreign
exchange rates.

                  "DEPRECIATION"  shall  mean,  for  any  period,   depreciation
expense of the  Consolidated  Companies  determined on a  consolidated  basis in
accordance with GAAP.

                  "EBITDA"  shall mean,  for any period,  an amount equal to the
sum of (i) Net Income (Loss) for such period plus (ii) to the extent deducted in
determining Net Income (Loss) for such period, (A) Interest Expense,  (B) Taxes,
(C) Depreciation, (D) Amortization and (E) all other non-cash charges determined
on a consolidated basis in accordance with GAAP, in each case for such period.

                  "FISCAL QUARTER" shall mean a fiscal quarter of Lessee.

                  "FIXED  CHARGE  COVERAGE  RATIO" shall mean, as of any date of
determination,  the  ratio of (a) the sum of (i)  EBITDA  measured  for the four
consecutive   Fiscal   Quarters  ending  on  such  date,  or  if  such  date  of
determination is not the last day of any Fiscal Quarter, then ending immediately
prior to such date of determination,  plus (ii) Consolidated  Lease Expense,  to
(b)  the  sum of (i)  the  current  maturities  of all  Long  Term  Indebtedness
scheduled during the four consecutive Fiscal Quarters immediately  following the
Fiscal Quarter in which such date occurs,  PLUS (ii) Consolidated Lease Expense,
plus (iii) Interest Expense  measured for the four  consecutive  Fiscal Quarters
ending on such date, or if such date of determination is not the last day of any
Fiscal Quarter,  then ending  immediately  prior to such date of  determination;
PROVIDED, HOWEVER, that for each of the three Fiscal Quarters ending immediately
after the Closing Date,  calculation of the Interest Expense component of EBITDA
and the Interest  Expense  referred to in clause (b)(ii) above shall be made for
the period  commencing  on the  Closing  Date and ending on the last day of such
Fiscal  Quarter,  divided by the number of days in such period and multiplied by
365.

                  "GAAP" shall mean generally accepted accounting principles set
forth in the opinions and  pronouncements of the Accounting  Principles Board of
the American  Institute of  Certified  Public  Accountants  and  statements  and
pronouncements  of the  Financial  Accounting  Standards  Board or in such other
statements by such other entity as may be approved by a  significant  segment of
the accounting  profession,  which are applicable to the circumstances as of the
date of determination.

                  "GUARANTY" shall mean any contractual  obligation,  contingent
or otherwise,  of a Person with respect to any  Indebtedness or other obligation
or  liability  of  another  Person,  including  without  limitation,   any  such
Indebtedness,   obligation  or  liability  directly  or  indirectly  guaranteed,
endorsed,  co-made or  discounted  or sold with  recourse by that Person,  or in
respect  of which  that  Person is  otherwise  directly  or  indirectly  liable,
including contractual  obligations (contingent or otherwise) arising through any
agreement  to purchase,  repurchase,  or  otherwise  acquire such  Indebtedness,
obligation  or liability or any security  therefor,  or any agreement to provide
funds  for the  payment  or  discharge  thereof  (whether  in the form of loans,
advances,

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stock purchases,  capital contributions or otherwise),  or to maintain
solvency,  assets, level of income, or other financial condition, or to make any
payment  other  than for value  received.  The amount of any  Guaranty  shall be
deemed to be an amount equal to the stated or determinable amount of the primary
obligation  in  respect  of which  guaranty  is made  or,  if not so  stated  or
determinable,  the maximum reasonably  anticipated  liability in respect thereof
(assuming  such Person is required to perform  thereunder) as determined by such
Person in good faith.

                  "INDEBTEDNESS" of any Person shall mean,  without  duplication
(a) all  obligations of such Person for borrowed  money;  (b) all obligations of
such Person evidenced by bonds, debentures,  notes, drafts, bankers' acceptances
or other  similar  instruments,  (c) all  obligations  of such Person to pay the
deferred  purchase  price of  property or  services  (other than trade  accounts
payable  incurred in the  ordinary  course of business  that are not past due by
more than ninety (90) days),  (d) all  obligations  of such Person  under leases
required to be  capitalized  under GAAP,  (e) all  obligations or liabilities of
others  secured by any Lien upon  property  owned by such Person  whether or not
such  obligation  or liability is assumed,  (f) all  obligations  of such Person
under Interest Rate Contracts or Currency Contracts, (g) all obligations of such
Person in respect of letters of credit  issued for its  account  (including  all
contingent  reimbursement  obligations,  whether  or not any  draws  under  such
letters of credit have been  presented  for  payment)  and all  drafts,  bankers
acceptances  or similar  instruments  issued in  connection  therewith,  (h) all
Guaranties  of such  Person of the type of  Indebtedness  described  above,  but
excluding  all items of  shareholders'  equity or  capital  stock or  surplus or
general  contingency or deferred tax  reserves),  (i) the purchase price for any
asset leased to such Person pursuant to a Synthetic Lease that such Person would
have to pay to acquire the asset at the end of the term of the Synthetic  Lease,
and (j) all other  obligations  and liabilities of such Person that are required
by GAAP to be shown as liabilities on a balance sheet of such Person (other than
reserves required under GAAP).

                  "INTEREST  EXPENSE" shall mean,  for any period,  all interest
expense of the Consolidated  Companies  (including without limitation,  interest
expense  attributable  to  capitalized  leases  in  accordance  with  GAAP,  all
capitalized interest, all commissions, discounts and other fees and charges owed
with  respect  to  bankers  acceptance  financing,  and total  interest  expense
(whether  shown  as  interest  expense  or as  loss  and  expenses  on  sale  of
receivables) under a receivables purchase facility) determined on a consolidated
basis in accordance with GAAP.

                  "INTEREST RATE  CONTRACTS"  shall mean any forward  contracts,
futures  contracts,  interest  rate  exchange  agreements,   interest  rate  cap
agreements,  interest rate collar  agreements,  and other similar agreements and
arrangements  entered into by any  Consolidated  Company designed to protect any
Consolidated Company against fluctuations in interest rates.

                  "LIEN" shall mean any  mortgage,  pledge,  security  interest,
lien, charge, hypothecation,  assignment,  deposit arrangement, title retention,
preferential  right,  trust or other arrangement  having the practical effect of
the  foregoing  and shall  include the  interest of a vendor or lessor under any
conditional  sale  agreement,   capitalized   lease  or  other  title  retention
agreement.

                  "LONG TERM INDEBTEDNESS" shall mean (a) all Indebtedness which
at the time of incurrence or issuance, has a final maturity or term greater than
one year or which is renewable

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<PAGE>

at the option of the obligor  thereof  for a term of greater  than one year from
the date of original  incurrence  or issuance or (b)  Indebtedness  which at the
time of  incurrence  or issuance  has a final  maturity or term of less than one
year and which is  intended  to be repaid  out of  proceeds  of other  Long Term
Indebtedness.

                  "NET INCOME (LOSS)" shall mean, for any period, the net income
(or loss),  after  deducting all operating  expenses,  provisions  for taxes and
reserves  (including  reserves  for  deferred  income tax) and all other  proper
deductions,  of the  Consolidated  Companies  for such period (taken as a single
accounting  period)  determined on a consolidated basis in conformity with GAAP,
including any income or loss of any Person accrued prior to the date such Person
becomes  a  Subsidiary  of  any  Consolidated  Company  or  is  merged  into  or
consolidated  with any Consolidated  Company or all or substantially all of such
Person's  assets  are  acquired  by  any  Consolidated  Company,  but  excluding
therefrom  (to the extent  otherwise  included  therein)  (i) any  extraordinary
items,  and  (ii) any  equity  interest  of the  Consolidated  Companies  in the
unremitted earnings of any Person that is not a Subsidiary.

                  "NET WORTH" shall mean,  as of any date,  total  stockholders'
equity of Lessee and its Subsidiaries determined on a consolidated basis.

                  "OPERATING  LEASE" shall mean,  as applied to any Person,  any
lease  (including,  without  limitation,  leases which may be  terminated by the
lessee at any time) of any Asset  which is not a Capital  Lease  other  than any
such lease in which that Person is the lessor.

                  "SUBSIDIARY"  shall  mean,  with  respect to any  Person,  any
corporation or other entity (including, without limitation,  partnerships, joint
ventures,  and  associations)  regardless of its jurisdiction of organization or
formation, at least a majority of the total combined voting power of all classes
of voting stock or other  ownership  interests of which shall, at the time as of
which any determination is being made, be owned by such Person,  either directly
or indirectly through one or more other Subsidiaries.

                  "SYNTHETIC  LEASE"  shall mean a so-called  "synthetic"  lease
that is not  treated as a capital  lease  under  GAAP,  but that is treated as a
financing under the Tax Code.

                  "TAX CODE" shall mean the Internal  Revenue  Code of 1986,  as
amended and in effect from time to time.

                  "TAXES" shall mean, for any period,  any provision made by any
of the  Consolidated  Companies  in respect of such  period for income  taxes or
other  taxes  payable  by any  Consolidated  Company in respect of its income or
profits.

                  "TOTAL FUNDED DEBT" shall mean all outstanding  Indebtedness
of the Consolidated Companies measured on a consolidated
basis.

                  "TOTAL FUNDED DEBT TO EBITDA RATIO" shall mean, as of any date
of  determination,  the ratio of (i) Total  Funded  Debt as of such date to (ii)
EBITDA  measured for the

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<PAGE>

four Fiscal  Quarter  period ending on such date, or if such date is not the
last day of any Fiscal  Quarter,  then  ending  immediately prior to such date.



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