<PAGE>

                                                                   Exhibit 10(c)




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                            REIMBURSEMENT AGREEMENT

                           Dated as of March 31, 2000

                                     Between

                         SUNTRUST BANK, as Credit Bank,

                                       and

                       ASSET HOLDINGS III, L.P., as Lessor


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                             Lease Financing Program
                     For ADESA Corporation and Subsidiaries
                             Auto Auction Facilities


<PAGE>



                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----

ARTICLE I   DEFINITIONS; INTERPRETATION......................................2

ARTICLE II  AMOUNT AND TERMS OF LETTER OF CREDIT.............................2
   Section 2.01.   The Letter of Credit......................................2
   Section 2.02.   Fees......................................................2
   Section 2.03.   Reimbursement and Other Payments..........................3
   Section 2.04.   Payment on Non-Business Days..............................8
   Section 2.05.   Operative Documents.......................................8
   Section 2.06.   Pledge of Remarketing Notes...............................8

ARTICLE III RECEIPT, DISTRIBUTION AND APPLICATION OF CERTAIN
            PAYMENTS IN RESPECT OF LEASE AND LEASED PROPERTY................10
     Section 3.01. Distribution and Application of Rent Payments............10
     Section 3.02. Distribution and Application of Certain Payments.........10
     Section 3.03. Distribution and Application of Lessee's Payment
                   of Recourse
                   Deficiency Amount Upon Exercise of Remarketing Option....11
     Section 3.04. Distribution and Application of Remarketing Proceeds
                   of Leased Property.......................................11
     Section 3.05. Distribution and Application of Payments Received
                   When  an Event of Default Exists or Has Ceased to
                   Exist Following Rejection of the Lease...................12
     Section 3.06. Distribution of Other Payments...........................13
     Section 3.07. Reimbursement Account....................................13

ARTICLE IV  THE LESSOR; EXERCISE OF REMEDIES UNDER LEASE....................13
     Section 4.01. Covenants of Lessor......................................13
     Section 4.02. Lessor Obligations Nonrecourse; Payment from Certain
                   Lease Obligations and Certain Proceeds of Leased
                   Property Only............................................14
     Section 4.03. Exercise of Remedies Under Lease.........................15

ARTICLE V   CREDIT EVENTS OF DEFAULT; REMEDIES..............................15
     Section 5.01. Credit Events of Default.................................15
     Section 5.02. Credit Event of Default; Remedies........................17

ARTICLE VI  MISCELLANEOUS...................................................18
     Section 6.01. Amendments and Waivers...................................18
     Section 6.02. Notices..................................................18
     Section 6.03. No Waiver; Cumulative Remedies...........................18
     Section 6.04. Successors and Assigns...................................18
     Section 6.05. Counterparts.............................................18
     Section 6.06. Governing Law............................................19
     Section 6.07. Survival and Termination of Agreement....................19

                                      (i)

<PAGE>

     Section 6.08. Entire Agreement.........................................19
     Section 6.09. Severability.............................................19
     Section 6.10. No Recourse; Liability of Lessor Limited.................19
     Section 6.11. Limitation on Interest...................................20
     Section 6.12. Submission to Jurisdiction; Waivers......................20
     Section 6.13. [Reserved]...............................................21
     Section 6.14. Payments and Computations................................21
     Section 6.15. Setoff...................................................22
     Section 6.16. Further Assurances.......................................22
     Section 6.17. Headings.................................................22
     Section 6.18. No Third Party Beneficiaries.............................22


                                      (ii)

<PAGE>

                             REIMBURSEMENT AGREEMENT

         This REIMBURSEMENT  AGREEMENT (the  "Reimbursement  Agreement") is made
and entered into as of March __, 2000, by and between  SUNTRUST  BANK, a banking
corporation  organized and existing  under the laws of the State of Georgia (the
"CREDIT  BANK") and ASSET  HOLDINGS III L.P., an Ohio limited  partnership  (the
"LESSOR").

                                    RECITALS

         A. In accordance  with the terms and  provisions  of the  Participation
Agreement, the Lease, this Reimbursement Agreement, the Borrower Promissory Note
and the other  Operative  Documents,  (i) the Lessor  has agreed to acquire  the
Leased  Property,  and lease the Leased  Property to the Lessee  pursuant to the
Lease, and (ii) the Lessee has agreed pursuant to the Lease to rent and hire the
Leased Property from the Lessor.

         B. The Lessor has requested that  CORNERSTONE  FUNDING  CORPORATION,  a
Delaware  corporation  (the  "ISSUER") make a loan to the Lessor in the original
principal  amount of  $28,373,000  (the "LOAN") in order to finance a portion of
the  Property  Costs  to be  incurred  by the  Lessor  in  connection  with  its
acquisition   of  the  Leased   Property  and  arranging  for  the   transaction
contemplated by the Operative Documents.

         C. The Issuer has in the  Participation  Agreement  agreed to issue and
sell  $28,373,000  in aggregate  principal  amount of its  Floating  Rate Notes,
Series 2000A,  and lend the proceeds  thereof to the Lessor,  to be evidenced by
the Borrower  Promissory Note, on the condition,  among others,  that the Credit
Bank issue to the Note Trustee its irrevocable,  transferable  direct-pay letter
of  credit  in the  form  and  amount  required  by the  provisions  of the Note
Indenture  and securing  the payment of Debt  Service and Tender  Amount of such
Notes.

         D. Pursuant to this 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 and Tender Amount under,  and  remarketing  of, the Notes,
and the  Lessor  has  agreed  to pay all  fees  required  for the  issuance  and
maintenance  of the Letter of Credit and to  reimburse  the Credit  Bank for all
Drawings  made under the Letter of Credit and all Letter of Credit  Liabilities,
and to secure its  obligations  hereunder  by  granting  the  Mortgages  and the
Assignment of Lease and Rents.

         NOW,  THEREFORE,  in consideration of the premises,  the parties hereto
agree as follows:


<PAGE>
                                    ARTICLE I
                           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 Reimbursement Agreement.

                                   ARTICLE II
                      AMOUNT AND TERMS OF LETTER OF CREDIT

         Section 2.01.         THE LETTER OF CREDIT.

         (a)  ISSUANCE.  The Credit Bank has agreed,  upon the terms and
conditions  set forth  herein,  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 provides that it shall expire on
the date  which is the later to occur of (i) April 15,  2005,  or (ii) any later
day determined pursuant to paragraph (e) below, but in no event later than April
15, 2020, PROVIDED, HOWEVER, that if such date is not a Business Day, the Letter
of Credit  shall  expire on the first  Business Day  thereafter,  unless  sooner
terminated in accordance  with the terms and conditions  contained in the Letter
of Credit.

         (e)  EXTENSION OF EXPIRATION DATE. On any Business Day prior to March
1,  2005,  the  Credit  Bank,  in its sole  discretion,  may elect to extend the
expiration date of the Letter of Credit.  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 further
extend the then current  expiration date. The Credit Bank may decide in its sole
discretion whether or not to extend the expiration date of the Letter of Credit.

         Section 2.02.         FEES.

         (a)  DRAWING  FEES.  The Lessor shall pay a fee of $150.00 to the
Credit  Bank  for each  draw  upon the  Letter  of  Credit.  In  addition,  if a
substitute  Note  Trustee is  appointed  at any time and the Letter of Credit is
transferred to such substitute Note Trustee,  the Lessor shall pay to the Credit
Bank its customary Letter of Credit transfer fee.

                                      -2-


<PAGE>

         (b)  FRONTING  FEE. The Lessor shall also pay to the Credit Bank on the
Closing  Date, a one-time  fronting fee equal to $0.125% of the Stated Amount on
the Closing Date.

         (c)  ANNUAL  FEES.  The  Lessor  hereby  agrees  to  pay to  the Credit
Bank a  non-refundable  letter of credit fee (the  "ANNUAL  FEE") for the period
from and including the Closing Date until the Expiration  Date,  computed at the
rate of 0.75 % per annum, calculated as a percentage of the Stated Amount on the
date of payment of such letter of credit fee. Amounts payable under this Section
2.02(c) shall be payable in advance,  based on a 360-day year,  actual number of
days elapsed, in immediately  available funds, on the Closing Date and quarterly
thereafter on the first day of each January, April, July and October.

         (d)  CHANGE IN LAW. The Lessor  hereby  acknowledges and agrees that if
any  change in any law or  regulation  or in the  interpretation  thereof by any
court  or   administrative   or   governmental   authority   charged   with  the
administration  thereof,  or in GAAP,  shall  either (i) impose,  modify or deem
applicable any reserve,  special deposit or similar  requirement against letters
of credit  issued by, or assets  held by, or  deposits in or for the account of,
the Credit Bank, or (ii) impose on the Credit Bank any other condition relating,
directly  or  indirectly,  to the Letter of Credit,  and the result of any event
referred to in the preceding clause (i) or (ii) shall be to increase the cost to
the Credit Bank of issuing or maintaining  the Letter of Credit (which  increase
in cost shall be determined by the Credit  Bank's  reasonable  allocation of the
aggregate of such cost increase resulting from such event), then the Credit Bank
shall  present  to the  Lessor a  certificate  stating  the amount of the Credit
Bank's  increased costs  reasonably  allocable to the Letter of Credit,  and the
Lessor shall  immediately pay to the Credit Bank, from time to time as specified
by the Credit  Bank in such  certificate,  such  additional  amounts as shall be
sufficient to compensate  for such  increased  cost. A copy of such  certificate
shall be  presented to the Lessor by the Credit  Bank,  and any such  additional
amount to be paid to the Credit Bank shall be immediately due and payable to the
Credit Bank by the Lessor.  The  certificate  referred to  hereinabove  shall be
conclusive as to the amount thereof.

         (e)  OTHER  FEES,  COSTS AND  EXPENSES.  The  Lessor shall also pay all
reasonable fees,  costs and expenses  incurred by the Credit Bank, the Issuer or
the Lessor in connection with this Reimbursement Agreement,  including,  without
limitation,  all reasonable fees and expenses of their  respective legal counsel
incurred in connection herewith from time to time.

         (f)  LETTER OF  CREDIT  FEES.  All  payments  of all fees and  expenses
described  in this  SECTION  2.02 and in SECTION  2.03(k)  below (the "LETTER OF
CREDIT  FEES"),  to be made by the  Lessor to the  Credit  Bank shall be made in
immediately  available funds. With respect to the payment of the Annual Fee, the
Credit Bank shall  notify the Lessor of the amount of such payment not less than
10 days prior to the date upon which such payment is due.

         Section 2.03.         REIMBURSEMENT AND OTHER PAYMENTS.

         (a)  PRINCIPAL,  INTEREST  OR  PROGRAM  EXPENSE  DRAWING.  In the event
of any Principal  Drawing,  Interest  Drawing or Program  Expense  Drawing,  the
Lessor  shall  immediately  pay to the Credit Bank the amount paid by the Credit
Bank to duly honor such  Drawing,  and failure to so  immediately  reimburse the
Credit Bank shall  constitute  a Credit Event of Default  under this  Agreement.
Without  limitation  of the  preceding  sentence,  if such  amount  has not been
previously

                                       -3-

<PAGE>

paid and is outstanding,  such amount shall  constitute a loan to and
indebtedness  of the Lessor to the Credit Bank. If the Lessor does not reimburse
the Credit Bank for such drawing on the same day of the Drawing or if the Lessor
shall  otherwise fail to reimburse the Credit Bank under this SECTION 2.03(a) as
a result of a Principal Drawing as honored, an Interest Drawing as honored, or a
Program Expense Drawing as honored, such unreimbursed amount shall bear interest
until  payment in full of such amount,  and the Lessor shall be obligated to pay
interest  to the Credit  Bank,  payable  on  demand,  or, if demand is not made,
monthly  in  arrears  on the last day of each  month  following  such  Principal
Drawing,  Interest  Drawing  or  Program  Expense  Drawing,  on any and all such
amounts  remaining unpaid at the Overdue Rate.  Accrual of such interest and the
acceptance  of payment of such interest by the Credit Bank thereof on any one or
more  occasions  shall not  constitute  a waiver of any Credit  Event of Default
occurring  upon the failure of the Lessor to  immediately  reimburse  the Credit
Bank for the amount of the Drawing(s)  with respect to which such interest shall
have accrued.

         (b)  REMARKETING  DRAWING.  In the event of any  Remarketing  Drawing,
the amount of such Remarketing Drawing as honored shall constitute a loan to and
indebtedness of the Lessor to the Credit Bank upon the following terms:

              (i)      The amount of any Remarketing Drawing as honored relating
         to interest under the Notes shall be immediately due and payable by the
         Lessor to the Credit Bank and if such amount is not immediately paid to
         the Credit Bank, such amount shall bear interest at the Applicable Rate
         from and after the date such amount  becomes  payable  hereunder.  Such
         interest shall be payable upon demand of the Credit Bank, or, if demand
         is not made, monthly in arrears on the last day of each month.

              (ii) The amount of any Remarketing  Drawing  representing  the
         principal  amount of any Notes not  remarketed (a  "REMARKETING  LOAN")
         shall be repaid as  provided  below.  At any time that any  Remarketing
         Loan is outstanding on any Interest Payment Date, the Credit Bank shall
         apply any payment of principal  received under the Borrower  Promissory
         Note in an amount equal to the principal  amount of Pledged Notes to be
         redeemed  on such date as a  repayment  of the  Remarketing  Loan.  Any
         payments on or of the  purchase  price for the  Pledged  Notes shall be
         applied as a payment of the outstanding amount of the Remarketing Loan.

              (iii) The amount of any Remarketing  Loan, for the period from
         and including the date of the Remarketing  Drawing to but excluding the
         date the amount of such  Remarketing  Loan shall be reimbursed in full,
         shall  be  treated  as a LIBOR  Rate  Loan,  for each  Interest  Period
         relating  thereto,  bearing  interest  at the  Applicable  LIBOR  Rate,
         PROVIDED,  HOWEVER,  if any of the circumstances  described in SECTIONS
         2.03 (f)(i) or (iii) shall have  occurred and remain  applicable on the
         date of such  Remarketing  Drawing,  the amount of the Remarketing Loan
         shall be treated as a Base Rate Loan bearing interest at the Base Rate.
         All such  interest  shall be payable to the Credit Bank monthly on each
         Interest Payment Date following the Remarketing Drawing.

         (c)  CONTINUATION OF INTEREST  PERIODS. Five Business Days prior to the
beginning of each Interest Period, the Lessee,  acting for such purpose as agent
of the Lessor,  may request that the

                                      -4-
<PAGE>

Credit Bank determine the Adjusted LIBOR Rate applicable to such Interest Period
and the Credit Bank shall notify the Lessee of such  Adjusted  LIBOR Rate.  Each
LIBOR Rate Loan shall  automatically be continued for another Interest Period of
the same  duration,  unless the Lessee  shall  elect to convert  all or any part
thereof  to a Base Rate Loan by written  notice to the Credit  Bank given on any
day which is at least  three  Business  Days  before the  beginning  of the next
succeeding Interest Period. Except to the extent that the Base Rate applies as a
result of any circumstance  described in SECTION 2.03(f) hereof,  the Lessee may
elect to convert  any Base Rate Loan to a LIBOR  Rate Loan,  (i) if a LIBOR Rate
Loan shall be outstanding  at the time of such election,  effective on the first
day of the next succeeding  Interest Period, or (ii) if no LIBOR Rate Loan shall
be  outstanding  at the time of such  election,  effective  on any date at least
three but not more than five Business Days after such  election.  The Lessee may
elect at the end of any Interest  Period with respect thereto to convert a LIBOR
Rate Loan into a Base Rate Loan.  Notwithstanding the foregoing,  there shall be
only one  Interest  Period  applicable  at any time  for all  Remarketing  Loans
outstanding  hereunder  as LIBOR  Rate  Loans,  except  that any LIBOR Rate Loan
arising from a  Remarketing  Drawing  which occurs  during an existing  Interest
Period shall have a separate  "short" initial Interest Period from and including
the date of the  Remarketing  Drawing  until  the last day of the then  existing
Interest  Period.  Each such  election  made by the Lessee  under  this  SECTION
2.03(c)  shall be made by giving the Credit Bank at least three  Business  Days'
prior irrevocable written notice thereof,  which notice shall specify (1) in the
case of a conversion,  the date of conversion  (which date shall in any event be
the first day of an Interest  Period),  and (2) in the case of a  conversion  or
continuation  affecting less than 100% of the amount of outstanding  Remarketing
Loans, the amounts thereof which are to be LIBOR Rate Loans and Base Rate Loans,
respectively. If, at any time prior to the date a conversion to, or continuation
of, a LIBOR Rate Loan is effective,  the Lessee has received  notice that any of
the circumstances  described in SECTIONS 2.03(f)(i) or (iii) exist, the right of
the Lessee to convert all or a portion of Base Rate Loans to LIBOR Rate Loans or
to  continue  LIBOR  Rate  Loans  for an  additional  Interest  Period  shall be
suspended until the Lessee receives notice that the  circumstances  causing such
suspension no longer exist.

         (d)  INTEREST PERIOD DETERMINATION. The duration of each Interest
Period  shall be one  month,  except  that any LIBOR  Rate Loan  arising  from a
Remarketing Drawing which occurs during an existing Interest Period shall have a
separate  "short"  initial  Interest  Period from and  including the date of the
Remarketing  Drawing  until the last day of the then existing  Interest  Period.
Notwithstanding the foregoing provisions of this SECTION 2.03:

              (i)   No  Interest  Period  may end after the  Scheduled
         Termination  Date,  whether by  acceleration,  mandatory  redemption or
         scheduled maturity; and

              (ii)  Whenever  the  last  day of any  Interest  Period  would
         otherwise  occur on a day other  than a Business  Day,  the last day of
         such Interest  Period shall be extended to occur on the next succeeding
         Business Day, PROVIDED, HOWEVER, that if such extension would cause the
         last  day of such  Interest  Period  to  occur  in the  next  following
         calendar month, the last day of such Interest Period shall occur on the
         next preceding Business Day.

         (e)  APPOINTMENT OF AGENTS FOR INTEREST RATE ELECTIONS. The Lessee may,
from time to time,  and at any time upon notice to the Credit Bank,  appoint one
or more agents for the limited  purpose of making  interest rate elections under
this SECTION 2.03.  The acts of such  agent(s)  shall be

                                      -5-

<PAGE>

binding  upon the Lessee  unless and until such time as the Lessee  shall notify
the Credit Bank that any such agent no longer has the authority to act on behalf
of the Lessee.  Unless and until the Lessee  notifies the Credit Bank otherwise,
each of William T.  Stackhouse  and Karen C.  Turner,  acting  alone,  is hereby
authorized by the Lessee to act as the Lessee's  agent in  accordance  with this
SECTION 2.03.

         (f)  INTEREST RATE PROTECTION.

              (i)  SUSPENSION  OF LIBOR RATE LOANS.  If, with respect to any
         Interest  Period,   the  Credit  Bank  notifies  the  Lessee  that  the
         Applicable  LIBOR Rate for such  Interest  Period  will not  adequately
         reflect  the cost to the Credit  Bank of  maintaining  any  Remarketing
         Loans subject to such  Interest  Period,  the  obligation of the Credit
         Bank to  continue to treat such  Remarketing  Loans as LIBOR Rate Loans
         for an additional  Interest  Period shall be suspended until the Credit
         Bank shall  notify  the  Lessee  that the  circumstances  causing  such
         suspension  no longer exist,  and during the period of suspension  such
         amounts  shall be treated as Base Rate Loans and shall bear interest at
         the Base  Rate as in  effect  from  time to time,  payable  monthly  in
         arrears on each Interest Payment Date during the period of suspension.

              (ii)  INCREASED  COSTS.  Subject to the  provisions of SECTION
         6.11 hereof,  if, due to either (A) the  introduction  of or any change
         (including  any  change by way of  imposition  or  increase  of reserve
         requirements) in or in the  interpretation  of any law or regulation or
         (B) the compliance  with any guideline or request from any central bank
         or other  Governmental  Authority  (whether  or not having the force of
         law),  there  shall be any  increase  in the cost to the Credit Bank of
         agreeing to make or making, funding or maintaining any Remarketing Loan
         at the Applicable LIBOR Rate for any Interest  Period,  then the Lessor
         shall from time to time,  upon  demand by the Credit  Bank,  pay to the
         Credit Bank additional amounts sufficient to compensate the Credit Bank
         for such increased  cost. A certificate in reasonable  detail as to the
         amount of such increased cost,  submitted to the Lessor, with a copy to
         the Lessee, by the Credit Bank, shall be conclusive and binding for all
         purposes, absent manifest error.

              (iii) ILLEGALITY.  Notwithstanding any other provision of this
         Reimbursement  Agreement,  if the Credit  Bank shall  notify the Lessee
         that the introduction of or any change in or in the  interpretation  of
         any law or regulation  makes it unlawful,  or any central bank or other
         governmental authority asserts that it is unlawful, for the Credit Bank
         to perform its obligations  hereunder to make any  Remarketing  Loan at
         the  Applicable  LIBOR  Rate  for  any  Interest  Period  or to fund or
         maintain any  Remarketing  Loans at the  Applicable  LIBOR Rate for any
         Interest Period,  (A) the obligation of the Credit Bank to continue the
         Remarketing Loans for an additional  Interest Period shall be suspended
         until the Credit Bank shall  notify the Lessee  that the  circumstances
         causing  such  suspension  no longer exist and (B) during the period of
         suspension,   the   Remarketing   Loans  then   outstanding   shall  be
         automatically  converted to bear  interest at a rate per annum equal to
         the Base Rate then and thereafter in effect from time to time,  payable
         in  arrears on the last day of each  month  during  which the Base Rate
         applies.
                                      -6-


<PAGE>

         (g)  INTEREST ON OVERDUE AMOUNTS.  If all or a portion of the principal
amount  of or  interest  on any  Remarketing  Loan  shall  not be paid  when due
(whether at the stated  maturity,  by acceleration  or otherwise),  such overdue
amount  shall,  without  limiting the rights of the Credit Bank under ARTICLE V,
bear interest at the Overdue Rate,  but not exceeding the highest rate permitted
by Applicable  Law, in each case from the date of nonpayment  until paid in full
(as well after as before judgment).

         (h)  DISCRETION OF CREDIT BANK AS TO MANNER OF FUNDING. Notwithstanding
any provision of this Reimbursement  Agreement to the contrary,  the Credit Bank
shall be  entitled  to fund and  maintain  its  funding  of all or any part of a
Remarketing  Loan  in any  manner  it  sees  fit,   subject  in all  respects to
Applicable  Law,  it being  understood  however,  that for the  purposes of
this Reimbursement  Agreement all  determinations  hereunder  shall be made as
if the Credit Bank had actually funded and maintained each Remarketing Loan to
which the Applicable LIBOR Rate applies during each Interest Period applicable
thereto through the purchase of deposits having a maturity corresponding to such
Interest Period and bearing an interest rate equal to the Applicable LIBOR Rate
for such Interest Period.

         (i) MONTHLY PAYMENTS.  As provided in the Lease, the Lessee is required
to make monthly  payments of Credit Rent on each Rent Payment Date to the Credit
Bank.  All payments of Credit Rent  received by the Credit Bank shall be applied
by it to reimburse the amount of Drawings  under the Letter of Credit and to the
payment of other  amounts  payable  by the Lessor to the Credit  Bank under this
Reimbursement  Agreement.  All of such  payments  are required to be made by the
 required to be made by the
Lessee not later than the Rent Payment Date next preceding any Interest  Payment
Date.  On the  Business  Day prior to any date on which  principal,  interest or
Program Expenses payments are due with respect to the Notes, the Note Trustee is
obligated  to submit a Drawing  on the  Letter of  Credit  for the  amount  due.
Thereafter,  the  Note  Indenture  requires  the  Note  Trustee  to  immediately
reimburse the Credit Bank for such Drawings  from moneys  available  therefor in
the Note Fund, including,  without limitation,  the Remarketing Proceeds Account
of the Note Fund. If on any Rent Payment Date the Note Trustee has  insufficient
funds  available  in the Note Fund to fully  reimburse  the Credit  Bank for the
amount of such Principal, Interest and Program Expense Drawings corresponding to
such payment,  the difference  between the amount available to be so paid to the
Credit Bank from the Note Fund and the payment due shall be immediately  due and
payable  by the  Lessor to the Credit  Bank.  If the  Lessor  fails to make such
payment when due (a "PAYMENT DEFICIENCY"), or, if and to the extent such payment
is to be  applied  to the  reimbursement  of an  Interest  Drawing  or a Program
Expense Drawing, within five Business Days thereafter, the same shall constitute
a Credit  Event of  Default  under this  Reimbursement  Agreement  and,  without
limitation of the foregoing, such amount shall bear interest at the Overdue Rate
from and after the date such  amount  becomes due and  payable  hereunder.  Such
interest  shall be payable upon demand of the Credit Bank,  or, if demand is not
made,  monthly in  arrears  on the last day of each  month.  The  collection  of
interest by the Credit Bank on any one or more occasions  shall not constitute a
waiver of the Credit Event of Default arising upon failure by the Lessor to make
payment to the Credit  Bank when due of the amounts  with  respect to which such
interest accrues.

         (j)  INTEREST RATE CHANGES.  Any change in the Overdue Rate or the Base
Rate  resulting  from a  change  in the Base  Rate  shall  be  effective  on the
effective  date of the  change  in the Base

                                      -7-

<PAGE>

Rate.  The Overdue  Rate shall be computed on the basis of the actual  number of
days elapsed over a year of 360 days.

         (k)  FEES AND  EXPENSES.  The Lessor hereby agrees to pay to the Credit
Bank upon demand  therefor  sums equal to any and all amounts paid by the Credit
Bank for reasonable charges and expenses (including  reasonable attorneys' fees)
attributable  to the Lessor  which the Credit Bank may pay or incur  relative to
the transfer, drawing upon, change in terms, maintenance,  renewal, extension or
cancellation  of the  Letter of  Credit or to any  payment  by the  Credit  Bank
thereunder.  The Lessor  hereby  agrees to pay to the Credit Bank on demand sums
equal  to any and all  amounts  which  the  Credit  Bank  has  paid or  incurred
(including  reasonable  attorneys' fees) relative to the Credit Bank's curing of
any Event of Default  resulting  from the acts or  omissions of the Lessor under
this Agreement or under the Operative Documents.

         (l)  FINAL  PAYMENT.  Subject to the  provisions  of SECTION  6.10, the
Lessor hereby  absolutely,  unconditionally  and  irrevocably  agrees to pay all
amounts due to the Credit Bank pursuant to the provisions of this  Reimbursement
Agreement,  the Borrower Promissory Note and the Operative Documents,  including
without  limitation,  amounts payable pursuant to SECTIONS 2.02 and 2.03 hereof,
on the Expiration Date, or at such earlier time as may be provided for herein.

         (m)  DISCHARGE OF OBLIGATIONS UPON PAYMENT UNDER THE BORROWER
PROMISSORY  NOTE.  Payments made under the Borrower  Promissory Note received by
the  Credit  Bank  shall   discharge   the  Lessor's   obligations   under  this
Reimbursement Agreement to the extent of such payments.

         Section 2.04. PAYMENT ON NON-BUSINESS DAYS.  Whenever any payment to be
made  hereunder  shall be stated to be due on a day which is not a Business Day,
such payment may be made on the preceding Business Day, but in no event shall be
made later than the next succeeding  Business Day with interest (if such payment
accrues interest) continuing to accrue thereon until such payment is made.

         Section 2.05. OPERATIVE DOCUMENTS.  As security for all of the Lessor's
obligations  to the  Credit  Bank under  this  Agreement,  and any and all other
obligations, agreements, or indebtedness between the Lessor and the Credit Bank,
the Lessor  shall  execute and deliver  and cause the  Guarantor  to execute and
deliver on the date hereof the Operative  Documents  required to be executed and
delivered as one of the  conditions  precedent to the  obligation  of the Credit
Bank to issue the Letter of Credit.

         Section 2.06. PLEDGE OF REMARKETING NOTES.

         (a)  As security for the payment and performance of all obligations of
the Lessor to the Credit Bank hereunder and under the Borrower  Promissory  Note
and the Security  Documents,  the Lessor hereby agrees that upon the making of a
Remarketing  Drawing with respect to the Notes,  the Note Trustee shall cause to
be  registered  with the  Depository  in the  name of the  Credit  Bank,  as its
designee,  as  requested  by the  Credit  Bank,  and  transferred  to a separate
Depository account of the Note Trustee,  as custodian,  the Notes free and clear
of all other liens and  encumbrances in an aggregate  principal  amount equal to
the amount of such Remarketing  Drawing with respect to the Notes,  less (i) any
portion  of such  Remarketing  Drawing  representing  interest  on the  Notes so

                                      -8-
<PAGE>

transferred,  and (ii) the  amount the Credit  Bank is  reimbursed  by 2:00 p.m.
Columbus,  Ohio  time on the  date of such  Remarketing  Drawing  (the  "Pledged
Notes"),  and the Lessor hereby grants, and consents to the grant of, a security
interest in the Pledged  Notes and in the  proceeds  thereof to the Credit Bank.
Pledged  Notes  registered  with the  Depository  in the name of the Credit Bank
shall be for the  benefit  of the  Lessor  as  pledgor  and the  Credit  Bank as
pledgee.  If a Depository is not used,  the Lessor  agrees that the  Remarketing
Agent shall  deliver such Pledged Notes to the Note Trustee and the Note Trustee
shall register such Pledged Notes in the name of the Credit Bank for the benefit
of the Lessor,  as pledgor  and in the name of the Credit  Bank as pledgee  with
Credit Bank's  endorsement of the Pledged Notes to the order of the Credit Bank,
and deliver such Pledged Notes to the Credit Bank or its  designated  custodian.

         (b)  The Lessor further agrees to the Note Trustee entering into its
registration  books as the address to which payments of interest with respect to
Pledged Notes are to be sent, the Credit Bank's address for notices  pursuant to
Section 7.04 hereof as in effect from time to time.

         (c)  If the Lessor shall become  entitled to receive or shall receive
any Pledged  Notes,  any payment of interest  with respect to the Pledged  Notes
from the Note Trustee,  or any and all other proceeds  thereof,  it shall accept
any such  items as the  Credit  Bank's  agent,  shall hold them in trust for the
Credit Bank,  and shall  deliver them  forthwith to the Credit Bank in the exact
form  received,  with the Lessor's  endorsement  to the order of the Credit Bank
when necessary,  to be held by the Credit Bank,  subject to the terms hereof, as
security  for the  payment  and  performance  of all  obligations  of the Lessor
hereunder,  under the Borrower Promissory Note and under the Security Documents,
except that the Credit Bank shall credit all  payments and proceeds  received by
the Credit Bank directly  against the Lessor's  obligations  under Sections 2.02
and 2.03 of this Agreement.

         (d)  All  principal  and interest  paid on the Pledged Notes shall be
retained by the Credit Bank (or if  received  by the Lessor  shall be  forthwith
delivered by it to the Credit Bank in the original form received) and applied by
the Credit  Bank to the  payment of amounts  due the Credit Bank from the Lessor
hereunder, under the Borrower Promissory Note and under the Security Documents.

         (e) If the Lessor makes or causes to be made to the Credit Bank a
prepayment or payment of a Remarketing  Drawing pursuant to Section 2.03 hereof,
or the  Remarketing  Agent resells  Pledged  Notes on behalf of the Lessor,  the
Credit Bank agrees to release  from the lien of this  Agreement  and to instruct
the Note Trustee by telephone  (confirmed  in writing) to cause the  appropriate
transfer of Pledged Notes on the books of the Depository (or, if a Depository is
not used, to deliver to the Lessor or the Remarketing Agent, as the case may be,
Pledged  Notes  endorsed in blank  without  recourse) in an aggregate  principal
amount  equal to the  amount of such  prepayment  or  payment  with  respect  to
principal so made, or the principal amount of the Pledged Notes so resold to the
extent that the proceeds of such resale are  delivered  to the Credit Bank.  Any
such payment or prepayment of the Remarketing Drawing shall constitute a payment
or prepayment of the Borrower Promissory Note for all purposes hereof and of the
Borrower Promissory Note.

         (f) In  addition to the rights and  remedies granted to the Credit Bank
in this Agreement,  the Credit Bank shall have all of the rights and remedies of
a secured  party under the  applicable

                                      -9-

<PAGE>

Uniform  Commercial  Code and such other rights and remedies as are granted to a
secured  party in similar  situations to the extent of the  security  interest
granted  under  paragraph  (a) above.  In addition, if Pledged  Notes are issued
in "book  entry  form",  the Credit Bank shall be a "Registered  Pledgee" as
defined by, and having the rights designated by  Article  8 and  Article  9 of
New York  and,  if  applicable,  Ohio  Uniform Commercial Code.

         (g)  The Lessor shall be liable for the deficiency if the proceeds of
any sale or other  disposition  of the  Pledged  Notes  by the  Credit  Bank are
insufficient to pay all amounts to which the Credit Bank is entitled,  including
principal and interest as provided herein,  and the reasonable fees and expenses
of any outside attorneys employed by the Credit Bank to collect such deficiency.

                                   ARTICLE III
      RECEIPT, DISTRIBUTION AND APPLICATION OF CERTAIN PAYMENTS IN RESPECT
                          OF LEASE AND LEASED PROPERTY

         Section 3.01.     DISTRIBUTION AND APPLICATION OF RENT PAYMENTS.

         (a)  BASIC RENT.  Each payment of Basic Rent (and any payment of
interest  on overdue  installments  of Basic  Rent)  received by the Credit Bank
shall be applied by the Credit Bank,  or caused to be applied,  in the following
order of priority:

              FIRST, to the Credit Bank for unreimbursed  Interest  Drawings
              and  Program  Expense  Drawings  on the  Letter of Credit  and for
              unpaid Letter of Credit Fees;

              SECOND, to the Credit Bank for unreimbursed Principal Drawings on
              the Letter of Credit;

              THIRD, to the Note Trustee for any amounts then due and unpaid
              under the Borrower Promissory Note; and


              FOURTH,  to the order of the Lessor, in an amount equal to the sum
              of all accrued and unpaid Contribution Return then due.

         (b)  SUPPLEMENTAL  RENT. Each payment of Supplemental  Rent received by
              the  Credit  Bank shall be paid to or upon the order of the Person
              owed the same.

         Section 3.02.  DISTRIBUTION AND APPLICATION OF CERTAIN PAYMENTS. Upon
the Credit  Bank's  receipt of the net  proceeds for a  consummated  sale of any
Property,  or all of the Leased Property, in connection with the exercise of the
Purchase  Option by the Lessee  under  SECTION 15.1 of the Lease or the Purchase
Obligation under SECTION 15.2 of the Lease, or its receipt of insurance proceeds
or other  payments  in respect of an Event of Loss or Event of Taking in respect
of all the Leased Property,  the Credit Bank shall apply or cause the same to be
applied in the following order of priority:

              FIRST, to the Credit Bank for unreimbursed  Interest  Drawings
              and  Program  Expense  Drawings on the Letter of Credit and unpaid
              Letter of Credit Fees;

                                      -10-

<PAGE>

              SECOND, to the Credit Bank for unreimbursed Principal Drawings
              under the Letter of Credit;

              THIRD, to the Note Trustee for any amounts then due and unpaid
              under the Borrower Promissory Note;

              FOURTH,  to the  Lessor  in an amount up to the sum of (i) all
              accrued and unpaid  Contribution Return as of the date of payment,
              plus (ii) the outstanding balance of the Contribution,  plus (iii)
              the unpaid portion of the Lease Balance; and

              FIFTH, to the Person entitled thereto, any unpaid Supplemental
              Rent.

Any remaining amount shall, so long as there shall exist no outstanding Event of
Default, be paid to Lessee.

         Section  3.03.  DISTRIBUTION  AND  APPLICATION  OF  LESSEE'S PAYMENT OF
RECOURSE  DEFICIENCY AMOUNT UPON EXERCISE OF REMARKETING  OPTION. The payment by
the Lessee of the Recourse Deficiency Amount to the Credit Bank on the Scheduled
Termination  Date, in accordance with SECTION 15.6 or 15.7 of the Lease upon the
Lessee's exercise of the Remarketing Option, shall be applied by the Credit Bank
as follows:

              FIRST, to the Credit Bank for unreimbursed  Interest  Drawings
              and  Program  Expense  Drawings on the Letter of Credit and unpaid
              Letter of Credit Fees;

              SECOND, to the Credit Bank for unreimbursed Principal Drawings
              under the Letter of Credit;

              THIRD, to the Note Trustee for any amounts then due and unpaid
              under the Borrower Promissory Note;

              FOURTH,  to the  Lessor  in an amount up to the sum of (i) all
              accrued and unpaid  Contribution Return as of the date of payment,
              plus (ii) the outstanding balance of the Contribution,  plus (iii)
              the unpaid portion, if any, of the Lease Balance; and

              FIFTH, to the Persons entitled thereto, any unpaid Supplemental
              Rent.

         Section 3.04.  DISTRIBUTION  AND APPLICATION OF REMARKETING PROCEEDS OF
LEASED PROPERTY.  Any payments  received by the Credit Bank as proceeds from the
sale of the Leased  Property  sold  pursuant  to the  Lessee's  exercise  of the
Remarketing  Option  pursuant  to SECTION  15.6 or 15.7 of the  Lease,  shall be
distributed by the Credit Bank as promptly as possible (it being understood that
any such payment received by the Lessor shall be immediately  distributed to the
Credit Bank) in the following order of priority:

              FIRST, to the Credit Bank for unreimbursed  Interest  Drawings
              and  Program  Expense  Drawings on the Letter of Credit and unpaid
              Letter of Credit Fees;

                                      -11-

<PAGE>

              SECOND, to the Credit Bank for unreimbursed Principal Drawings
              under the Letter of Credit;

              THIRD, to the  Note Trustee for any amounts then due and unpaid
              under the Borrower Promissory Note;

              FOURTH,  to the  Lessor  in an amount up to the sum of (i) all
              accrued and unpaid  Contribution Return as of the date of payment,
              plus (ii) the outstanding balance of the Contribution,  plus (iii)
              the unpaid portion, if any, of the Lease Balance;

              FIFTH, to the Persons entitled thereto, any unpaid Supplemental
              Rent; and

              SIXTH,  (i) if sold by the Lessee  pursuant to SECTION 15.6 of
              the Lease, the remaining balance of such proceeds of sale, if any,
              shall be paid to the Lessee, and (ii) otherwise, to the Lessor.

         Section 3.05. DISTRIBUTION AND APPLICATION OF PAYMENTS RECEIVED WHEN AN
EVENT OF DEFAULT EXISTS OR HAS CEASED TO EXIST FOLLOWING REJECTION OF THE LEASE.
Any payments  received by the Lessor or the Credit Bank when an Event of Default
exists  (or has  ceased  to exist by  reason  of a  rejection  of the Lease in a
proceeding  with  respect to the  Lessee  described  in  ARTICLE  XIII(g) of the
Lease), as either or both:

              (i)      proceeds  from the sale of any or all of the Leased
              Property  sold  pursuant to the exercise of the Lessor's  remedies
              pursuant to ARTICLE XIV of the Lease; or

              (ii)     proceeds of any amounts from any insurer or any
              Governmental  Authority  in  connection  with an  Event of Loss or
              Event of Taking;

shall,  if  received  by  Lessor,  be paid to the  Credit  Bank as  promptly  as
possible,  and shall, if and when received by the Credit Bank, be distributed or
applied by the Credit Bank in the following order of priority:

              FIRST,  to the Credit Bank for any amounts  expended by it in
              connection with the Leased Property or the Operative Documents and
              not previously reimbursed to it;

              SECOND, to the Credit Bank for unreimbursed  Interest Drawings
              and  Program  Expense  Drawings on the Letter of Credit and unpaid
              Letter of Credit Fees;

              THIRD, to the Credit Bank for unreimbursed Principal Drawings
              under the Letter of Credit;

              FOURTH,  to the  Lessor  in an amount up to the sum of (i) all
              accrued and unpaid  Contribution Return as of the date of payment,
              plus (ii) the outstanding principal balance of the Contribution;

                                      -12-

<PAGE>

              FIFTH, to the Note Trustee for any amounts then due and unpaid
              under the Borrower Promissory Note;

              SIXTH, to the Lessor, any unpaid Supplemental Rent or unpaid
              portion of the Lease Balance; and

              SEVENTH,  on and after the  payment  in full of all  Letter of
              Credit Liabilities, all amounts due and payable under the Borrower
              Promissory  Note not paid by Drawings  under the Letter of Credit,
              and any remaining amounts of the Lease Balance, such amounts shall
              be paid over to the Lessor and shall be  distributed by the Lessor
              first,  to the Lessor for  application to any unpaid amounts owing
              to the Lessor under the Operative  Documents,  and second,  to the
              Person or Persons legally entitled thereto, the excess, if any.

         Section 3.06. DISTRIBUTION OF OTHER PAYMENTS. All payments under
SECTION 7.6 of the  Participation  Agreement  shall be made first, to the Credit
Bank until all unreimbursed Drawings, Letter of Credit Liabilities and Letter of
Credit Fees have been paid in full, and second,  to Lessor who shall be entitled
to retain all such  remaining  amounts.  Except as  otherwise  provided  in this
ARTICLE  III,  any  payment  received  by the Lessor  which is to be paid to the
Credit Bank pursuant hereto or for which provision as to the application thereof
is made in an Operative  Document but not  elsewhere in this Section  shall,  if
received by Lessor,  be received by it in trust and paid forthwith to the Credit
Bank and when received shall be distributed  forthwith by the Credit Bank to the
Person and for the purpose for which such  payment was made in  accordance  with
the terms of such Operative Document.

         Section  3.07.  REIMBURSEMENT  ACCOUNT. If on any date the Credit  Bank
shall receive any payments of Basic Rent, or any Qualified  Payment,  the Credit
Bank shall  deposit the amount  received  (a) if no Event of Default  shall have
occurred and remain outstanding, in the Reimbursement Account or (b) if an Event
of Default  shall have  occurred  and remain  outstanding,  in  accordance  with
SECTION  3.05 hereof.  The Credit Bank hereby  establishes  a separate,  blocked
trust  account for the benefit of the Lessor and as security  for the payment of
Letter of Credit Liabilities (the "REIMBURSEMENT ACCOUNT").  Pending application
as herein  provided,  such funds shall be invested in Permitted  Investments  as
directed by the Lessee.  Interest earned on the moneys held in the Reimbursement
Account  shall  be for  the  account  of the  Lessee  and  shall  be paid to and
deposited  by the Credit Bank in the  Reimbursement  Account.  Funds held in the
Reimbursement  Account shall be withdrawn and applied by the Credit Bank on each
Interest  Payment Date to the  reimbursement  of  unreimbursed  Drawings and the
payment of Letter of Credit Fees.

                                   ARTICLE IV
                  THE LESSOR; EXERCISE OF REMEDIES UNDER LEASE

         Section  4.01.  COVENANTS  OF LESSOR.  So long as either or both of the
Borrower  Promissory  Note  and/or  any  Letter  of  Credit  Liabilities  remain
outstanding and unpaid, or any other amount is owing to Credit Bank hereunder or
under the other Operative  Documents,  the Lessor shall promptly pay all amounts
payable by it under this  Reimbursement  Agreement  and the Borrower  Promissory

                                      -13-
<PAGE>

Note in accordance with the terms hereof and thereof and shall duly perform each
of its obligations under this Reimbursement  Agreement,  the Borrower Promissory
Note and the  Operative  Documents.  The Lessor  agrees to provide to the Credit
Bank a copy of each  estoppel  certificate  that the Lessor  proposes to deliver
pursuant  to  SECTION  18.13 of the Lease at least  five (5) days  prior to such
delivery and to make any corrections thereto reasonably  requested by the Credit
Bank prior to such delivery.  The Lessor shall keep the Leased Property free and
clear of all Lessor  Liens.  The Lessor  shall not reject any sale of the Leased
Property  pursuant to SECTION  15.6 of the Lease  unless (a) an Event of Default
shall have occurred and remain  outstanding,  (b) the Lease Balance  exceeds the
sum of the net proceeds of such sale plus the Recourse  Deficiency Amount or (c)
the Credit Bank  consents to such  rejection.  In the event that the Credit Bank
directs the Lessor to reject any sale of the Leased Property pursuant to SECTION
15.6(xi) of the Lease,  or the Credit Bank,  acting through the power granted in
the Assignment of Lease and Rents,  rejects such sale in the name of the Lessor,
the Lessor  agrees to take such  action as Credit  Bank  reasonably  requests to
effect a sale or other  disposition  of the Leased  Property.  The Lessor  shall
reject any offer to purchase the Leased  Property  received  pursuant to SECTION
15.6 of the  Lease at the  direction  of the  Credit  Bank as  provided  in said
Section.

         Section  4.02.  LESSOR  OBLIGATIONS  NONRECOURSE;  PAYMENT FROM CERTAIN
LEASE  OBLIGATIONS AND CERTAIN PROCEEDS OF LEASED PROPERTY ONLY. All payments to
be made by the  Lessor in  respect  of the  Letter of  Credit  Liabilities,  the
Borrower Promissory Note, the Note Indenture, the Security Documents, the Letter
of Credit  and this  Reimbursement  Agreement  shall be made  only from  certain
payments  received under the Lease and proceeds of the Leased  Property and only
to the extent that the Lessor or the Credit Bank shall have received  sufficient
payments  from  such  sources  to  make  payments  in  respect  of the  Borrower
Promissory  Note,  reimbursement  of  Drawings  under the  Letter of Credit  and
repayment of the Contribution, in accordance with ARTICLE III hereof. The Credit
Bank agrees  that it will look solely to such  sources of payments to the extent
available for  distribution  to the Credit Bank as herein provided and that none
of the Lessor, or any of its partners,  or Cornerstone Capital  Corporation,  or
the Issuer, or any of their respective organizers, incorporators,  stockholders,
partners, members, directors,  managers, employees, officers or agents, shall be
personally  liable to the Credit Bank for any amount payable  hereunder or under
the Borrower  Promissory  Note.  Except to the extent of such revenues and rents
payable  pursuant  to the  Lease  or  such  proceeds  from  the  sale  or  other
disposition of the Leased Property, nothing in this Reimbursement Agreement, the
Borrower  Promissory Note or any other Operative  Document shall be construed as
creating any liability (other than for willful  misconduct) of the Lessor to pay
any sum or to perform any covenant, either express or implied, in or pursuant to
this  Reimbursement  Agreement,  the  Borrower  Promissory  Note  or  any  other
Operative  Document (all such liability,  if any, being expressly  waived by the
Credit  Bank).  The  Credit  Bank,  on behalf of itself and its  successors  and
assigns,  agrees in the case of any  liability of the Lessor  hereunder or under
any of the Operative  Documents  (except for such liability  attributable to its
willful  misconduct) that it will look solely to those certain payments received
under the Lease and those  certain  proceeds of the Leased  Property;  provided,
however,  that the  Lessor  (but not its  partners,  the  Issuer or  Cornerstone
Capital  Corporation,  or any of  their  respective  organizers,  incorporators,
stockholders,  partners, members, managers,  directors,  employees, officers and
agents) shall in any event be liable with respect to (i) the removal of Lessor's
Liens or liabilities,  (ii) the Lessor's willful  misconduct or (iii) failure to
turn over payments the Lessor has received in  accordance  with ARTICLE III; and
provided,

                                      -14-

<PAGE>

further that the foregoing  exculpation  of the Lessor shall not be deemed to be
an exculpation of the Lessee or any other Person.

         Section 4.03.     EXERCISE OF REMEDIES UNDER LEASE.

         (a)  EVENT OF DEFAULT. With respect to any Event of Default as to which
notice  thereof  by the  Lessor  to the  Lessee  is a  requirement  to cause the
underlying  Default to become an Event of Default,  the Lessor  shall not at any
time give such notice except upon receipt of instructions  from the Credit Bank;
PROVIDED,  HOWEVER,  that the  Lessor  agrees to give such  notice to the Lessee
promptly upon receipt of a written  request by the Credit Bank, and  irrevocably
authorizes the Credit Bank to give any such notice on Lessor's behalf.

         (b)  ACCELERATION  OF  LEASE  BALANCE.  When an Event  of  Default  has
occurred and remains  outstanding,  the Lessor, upon the direction of the Credit
Bank,  shall exercise  remedies under ARTICLE XIV of the Lease to demand payment
in full of the Lease  Balance  by the Lessee (a "LEASE  BALANCE  ACCELERATION").
Following a Lease Balance Acceleration, the Lessor shall consult with the Credit
Bank  regarding  actions to be taken in response  to such Event of Default.  The
Lessor shall not,  without the prior written  consent of Credit Bank,  and shall
(subject to the provisions of this Section),  if so directed by the Credit Bank,
do any of the following: commence eviction or foreclosure proceedings, or file a
lawsuit  against the Lessee  under the Lease,  or sell the Leased  Property,  or
exercise  other  remedies  against the Lessee under the  Operative  Documents in
respect of such Event of Default; PROVIDED,  HOWEVER, that any payments received
by the Lessor shall be immediately  paid over to the Credit Bank and distributed
in accordance with ARTICLE III.  Notwithstanding any such consent,  direction or
approval  by the Credit Bank of any such action or  omission,  the Lessor  shall
have no obligation to follow such  direction if the same would,  in the Lessor's
reasonable  judgment,  require  the Lessor to expend its own funds or expose the
Lessor to liability,  expense,  loss or damages unless and until the Credit Bank
advances to the Lessor an amount or offers the Lessor an indemnity in an amount,
in either case, which is sufficient,  in Lessor's reasonable judgment,  to cover
such liability,  expense, loss or damage. Lessor agrees that an indemnity of the
Credit Bank that is unlimited in amount shall be acceptable. Notwithstanding the
foregoing,  on and after the Release Date,  the Credit Bank shall have no rights
to the Leased  Property or any proceeds  thereof,  the Credit Bank shall have no
rights to direct or give  consent  to any  actions  with  respect  to the Leased
Property and the proceeds thereof,  the Lessor shall have absolute discretion as
to the  exercise  of  remedies  with  respect  to the Leased  Property,  and the
proceeds thereof, including,  without limitation, any foreclosure or sale of the
Leased Property,  and the Lessor shall have no liability to the Credit Bank with
respect to the  Lessor's  actions or failure to take any action with  respect to
the Leased Property.

                                    ARTICLE V
                       CREDIT EVENTS OF DEFAULT; REMEDIES

         Section 5.01.  CREDIT EVENTS OF DEFAULT.  Each of the following  events
shall  constitute  a Credit  Event of Default  (whether  any such event shall be
voluntary  or  involuntary  or come about or be effected by  operation of law or
pursuant to or in compliance with any judgment,  decree or order of any court or
any order,  rule or regulation  of any  Governmental  Authority),  and each such
Credit Event of Default shall continue so long as, but only as long as, it shall
not have been remedied:

                                      -15-

<PAGE>

         (a)  The  Lessor  shall  fail  to pay to the  Credit  Bank  for
distribution  in  accordance  with the  provisions  of  ARTICLE  III any  amount
received by the Lessor pursuant to the Lease or the Participation  Agreement, if
and to the extent  that the Credit  Bank is entitled to such amount or a portion
thereof,  and such failure is not  remedied for a period of four days  following
the giving of written  notice of such failure to the Lessor,  the  Guarantor and
the Lessee;

         (b)  There shall have occurred and be continuing an Event of Default
under the Lease or under the Guaranty;

         (c) The Lessor  shall fail to pay to the Credit  Bank any amount  which
the Lessee is  required,  pursuant  to the  Operative  Documents,  to pay to the
Credit Bank but erroneously pays to the Lessor, and such failure is not remedied
for a period of four days following the giving of written notice of such failure
to the Lessor, the Guarantor and the Lessee;

         (d)  The default by Lessor in the making of (i) any payment in  respect
of the  Borrower  Promissory  Note,  the  Letter of Credit  Liabilities  or this
Reimbursement  Agreement  for a period  of four  days  following  the  giving of
written  notice of such  default to the  Lessor,  the  Guarantor  and the Lessee
(other  than a  default  in the  payment  of such  amounts  due on or after  the
Scheduled  Termination  Date),  or (ii) any  payment in respect of the  Borrower
Promissory  Note,  the  Letter  of  Credit  Liabilities  or  this  Reimbursement
Agreement due on or after the Scheduled Termination Date;

         (e)  The default in any  material  respect by the Lessor in the
performance of any other covenant or condition  herein,  or by the Lessor or the
Issuer, respectively, in any other Operative Document to which the Lessor or the
Issuer, respectively, is a party, which failure shall continue unremedied for 30
days after  receipt by the  Lessor,  the  Guarantor  and the Lessee  (and by the
Issuer in the case of such default by the Issuer) of written notice thereof from
the Credit Bank;

         (f)  The  Lessor or the Issuer  shall (i) admit in writing  its
inability to pay its debts  generally  as they become due,  (ii) file a petition
under any Bankruptcy  Laws,  (iii) make a general  assignment for the benefit of
its  creditors,  (iv) consent to the  appointment of a receiver of itself or the
whole or any substantial  part of its property,  (v) fail to cause the discharge
of any custodian, trustee or receiver appointed for the Lessor or the whole or a
substantial part of its property within 60 days after such appointment,  or (vi)
file a petition or answer  seeking or  consenting  to  reorganization  under any
Bankruptcy Laws;

         (g)  Insolvency  proceedings or a petition under any Bankruptcy Laws
shall be filed against the Lessor or the Issuer and not dismissed within 60 days
from the date of its filing, or a court of competent jurisdiction shall enter an
order or decree  appointing,  without  the  consent of the Lessor or the Issuer,
respectively, a receiver of the Lessor or the Issuer, respectively, or the whole
or a substantial part of any of its respective property and such order or decree
shall  not be  vacated  or set  aside  within 60 days from the date of the entry
thereof;

                                      -16-
<PAGE>

         (h)  Any representation or warranty of the Lessor or the Issuer
contained  in any  Operative  Document  or in  any  certificate  required  to be
delivered  thereunder  shall prove to have been incorrect in a material  respect
when made and shall not have been cured within 30 days of receipt by the Lessor,
the  Guarantor  and the Lessee (and by the Issuer in the case of such default by
the Issuer) of written notice thereof from the Credit Bank.

         Section 5.02.     CREDIT EVENT OF DEFAULT; REMEDIES.

         (a)  When a Credit Event of Default has occurred and is continuing, and
shall not have been  specifically  waived  pursuant to SECTION 6.01 hereof,  the
Credit Bank may do any one or more of the following:

              (i)      Direct the Trustee to accelerate  the maturity of the
         Notes and to draw so much of the Letter of Credit as is available to be
         drawn upon for the payment of the  aggregate  principal  balance of the
         Notes and all accrued interest thereon in full; and

              (ii)     Declare  the   principal  of  all  amounts  owing  under
         the Borrower Promissory Note, the Letter of Credit Liabilities, and all
         other amounts owed under this Reimbursement Agreement and the Operative
         Documents  (including  any amounts  drawn under the Letter of Credit as
         the result of a notice  from the Credit Bank to the Trustee as provided
         in subparagraph (i) above) and all other  indebtedness of the Lessor to
         the Credit Bank,  together with interest  thereon,  to be forthwith due
         and payable,  regardless of any other  specified  maturity or due date,
         without notice of default,  presentment or demand for payment,  protest
         or notice of nonpayment or dishonor, or other notices or demands of any
         kind or character,  and without the necessity of prior  recourse to any
         security; and

              (iii)    Exercise  any or all of the rights and powers and pursue
         any  and all of the  remedies  available  to it  hereunder,  under  the
         Borrower  Promissory  Note, the Mortgages,  and the Assignment of Lease
         and  Rents,  and shall  have and may  exercise  any and all  rights and
         remedies  available  under the UCC or any other  provision of law or in
         equity,  subject,  however,  to the  rights  of the  Lessee  under  the
         Non-Disturbance and Attornment Agreements.

         (b)  Notwithstanding the provisions of SECTION 4.03, when a Credit
Event of Default has occurred and is continuing,  the Credit Bank shall have the
right and power to exercise all rights of the Lessor under the Lease pursuant to
the terms and in the manner  provided for in the  Assignment  of Lease and Rents
and in the Mortgages.

         (c)  Except as expressly provided above, no remedy under this Section
is intended to be exclusive, but each shall be cumulative and in addition to any
other remedy provided under this Section or under the other Operative  Documents
or otherwise  available at law or in equity.  The exercise by the Credit Bank of
any one or more of such remedies  shall not preclude the  simultaneous  or later
exercise of any other  remedy or remedies.  No express or implied  waiver by the
Credit Bank of any Credit Event of Default  shall in any way be, or be construed
to be, a waiver of any future or subsequent Credit Event of Default. The failure
or delay of the Credit Bank in

                                      -17-

<PAGE>

exercising any rights  granted it hereunder or under any of the other  Operative
Documents upon any occurrence of any of the contingencies set forth herein shall
not constitute a waiver of any such right upon the continuation or recurrence of
any such  contingencies  or  similar  contingencies  and any  single or  partial
exercise of any  particular  right by the Credit Bank shall not exhaust the same
or constitute a waiver of any other right provided herein or in any of the other
Operative Documents.

                                   ARTICLE VI
                                  MISCELLANEOUS

         Section  6.01. AMENDMENTS  AND  WAIVERS.  Neither  this  Reimbursement
Agreement,  the Borrower  Promissory Note nor any terms hereof or thereof may be
amended,  supplemented  or modified  except in accordance with the provisions of
SECTION 8.4 of the Participation Agreement.

         Section 6.02.  NOTICES. Unless otherwise specified herein, all notices,
requests,  demands or other  communications  to or upon the  respective  parties
hereto  shall be given  in  accordance  with  SECTION  8.2 of the  Participation
Agreement. All notices, requests, demands or other communications required to be
given to the Note Trustee  hereunder  shall be given in accordance with the Note
Indenture.

         Section 6.03.  NO WAIVER; CUMULATIVE  REMEDIES.  No failure to exercise
and no delay in exercising,  on the part of the Credit Bank, any right,  remedy,
power or privilege  hereunder,  shall operate as a waiver  thereof nor shall any
single or partial exercise of any right,  remedy,  power or privilege  hereunder
preclude  any other or further  exercise  thereof or the  exercise  of any other
right, remedy, power or privilege. The rights,  remedies,  powers and privileges
herein provided are cumulative and not exclusive of any rights, remedies, powers
and privileges provided by law.

         Section 6.04.  SUCCESSORS  AND ASSIGNS.  This  Reimbursement  Agreement
shall be binding  upon and inure to the benefit of the  Lessor,  the Credit Bank
and their  respective  successors  and  permitted  assigns.  The Credit Bank may
assign  to any  financial  institution  all  or any  part  of,  or any  interest
(undivided  or divided)  in, its rights and  benefits  under this  Reimbursement
Agreement,  and to the extent of that  assignment  such assignee  shall have the
same rights and  benefits  against the Lessor  hereunder as it would have had if
such assignee were the Credit Bank, PROVIDED,  HOWEVER,  that no such assignment
by the Credit Bank shall affect or alter the Letter of Credit or the obligations
of the Credit Bank thereunder, and PROVIDED FURTHER, that without the consent of
the  Lessee,  the Credit  Bank shall not  assign  more than 50% of its  economic
interest in and under the Letter of Credit, this Reimbursement Agreement and the
other Operative Documents.

         Section  6.05.  COUNTERPARTS.   This  Reimbursement  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
Reimbursement   Agreement,   (a)  the   signature   pages  taken  from  separate
individually  executed  counterparts  of  this  Reimbursement  Agreement  may be
combined  to form  multiple  fully  executed  counterparts  and (b) a  facsimile
transmission  shall  be  deemed  to  be  an  original  signature.  All  executed
counterparts  of this  Reimbursement  Agreement shall be deemed to be originals,
but all

                                      -18-

<PAGE>

such  counterparts  taken together or collectively,  as the case may be,
shall constitute one and the same agreement.

         Section 6.06.  GOVERNING  LAW.  THIS  REIMBURSEMENT  AGREEMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS  REIMBURSEMENT  AGREEMENT SHALL
BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF GEORGIA.

         Section 6.07.  SURVIVAL AND  TERMINATION  OF AGREEMENT.  All covenants,
agreements,  representations  and warranties made herein and in any certificate,
document or statement  delivered pursuant hereto or in connection herewith shall
survive the  execution  and  delivery of this  Reimbursement  Agreement  and the
Borrower  Promissory Note and shall continue in full force and effect so long as
the Borrower  Promissory  Note or any amount  payable to Credit Bank under or in
connection with this Reimbursement  Agreement or the Borrower Promissory Note is
unpaid.

         Section 6.08.  ENTIRE AGREEMENT.  This Reimbursement  Agreement and the
other Operative  Documents set forth the entire  agreement of the parties hereto
with respect to its subject matter,  and supersede all previous  understandings,
written or oral, with respect thereto.

         Section 6.09.  SEVERABILITY. The parties hereto intend and believe that
each provision in this Agreement  comports with all applicable local,  state and
Federal laws and judicial decisions. However, if any provision or provisions, or
if any portion of any provision or provisions,  in this Agreement are found by a
court of law to be in  violation  of any  applicable  local,  state  or  Federal
ordinance,  statute, law, administrative or judicial decision, or public policy,
and if such court should  declare such portion,  provision or provisions of this
Agreement to be illegal,  invalid,  unlawful,  void or unenforceable as written,
then it is the intent of the parties  hereto  that such  portion,  provision  or
provisions shall be given force and effect to the fullest possible extent,  that
the  remainder of this  Agreement  shall be  construed  as if such  provision or
provisions  were not  contained  herein  and that the  rights,  obligations  and
interests of the parties under the remainder of this Agreement shall continue in
full force and effect.

         Section 6.10.  NO RECOURSE; LIABILITY OF LESSOR LIMITED.

         (a)  Except as provided in SECTION 4.02 hereof, no recourse shall be
had for any claims under this  Reimbursement  Agreement  against any  organizer,
incorporator, shareholder, partner, member, manager, officer, or director, past,
present  or  future,  of the Lessor or its  Affiliates,  or against  Cornerstone
Capital  Corporation,  either  directly  or  through  the  Lessor  or any of its
partners,  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.

         (b)  Except as otherwise expressly provided below in this Section, it
is expressly  understood and agreed by and between Credit Bank, Lessor and their
respective  successors  and  assigns  that  nothing  herein  contained  shall be
construed as creating any personal liability of Lessor or any of its Affiliates,
or any of their respective organizers,  incorporators,  stockholders,  partners,
members, managers,  officers,  directors,  employees or agents,  individually or
personally,  to perform

                                      -19-
<PAGE>

any covenant,  either express or implied,  contained  herein,  all such personal
liability,  if any, being expressly  waived by Credit Bank and by each and every
Person now or hereafter  claiming by, through or under Credit Bank, and that, so
far as Lessor or any of its Affiliates,  or any of their respective  organizers,
incorporators,  stockholders,  partners, members, managers, officers, directors,
employees or agents,  individually or personally, are concerned, Credit Bank and
any Person  claiming by,  through or under Credit Bank shall look solely to, and
the  liability  of Lessor  hereunder  shall be limited to, the right,  title and
interest  of Lessor in the Lease and the Rent  payable  thereunder,  the  Leased
Property, any proceeds from Lessor's sale or encumbrance thereof, and any Awards
or Loss Proceeds (PROVIDED,  HOWEVER,  that Credit Bank shall not be entitled to
any double  recovery) for the performance of any obligation under this Agreement
and under the Operative  Documents and the satisfaction of any liability arising
therefrom.

         Section 6.11.  LIMITATION  ON INTEREST.  Any provision to the contrary
contained  in this  Reimbursement  Agreement  or in any of the  other  Operative
Documents  notwithstanding,  it is expressly  provided  that in no case or event
shall the aggregate of (i) all interest  payable by the Lessee or the Lessor and
(ii) the  aggregate  of any  other  amounts  accrued  or paid  pursuant  to this
Reimbursement  Agreement or any of the other  Operative  Documents,  which under
applicable  laws are or may be deemed to  constitute  interest,  ever exceed the
maximum rate of interest  which could  lawfully be  contracted  for,  charged or
received.  In this connection,  it is expressly stipulated and agreed that it is
the intent of the  Lessee,  the Lessor and the Credit Bank to contract in strict
compliance with the applicable  usury laws of the State and of the United States
(whichever  permit the higher rate of interest) from time to time in effect.  In
furtherance thereof, none of the terms of this Reimbursement Agreement or any of
the other  Operative  Documents  shall ever be construed to create a contract to
pay, as consideration for the use,  forbearance or detention of money,  interest
at a rate in  excess of the  maximum  contract  interest  rate  permitted  to be
contracted for,  charged or received by the applicable laws of the United States
or the State  (whichever  permit the higher rate of interest).  The Lessee,  the
Lessor and any other parties now or hereafter becoming liable for payment of any
indebtedness under this Reimbursement Agreement or any other Operative Documents
shall never be liable for  interest  in excess of the  maximum  rate that may be
lawfully contracted for or charged under the laws of the State and of the United
States   (whichever   permit  the  higher  rate  of  interest).   If  under  any
circumstances the aggregate amounts paid include amounts which by law are deemed
interest  which would exceed the maximum amount of interest which could lawfully
have been contracted for, charged or received,  the parties  stipulate that such
amounts  will be deemed to have been paid as a result of an error on the part of
the parties,  and the party receiving such excess payment shall  promptly,  upon
discovery  of such  error or upon  notice  thereof  from the party  making  such
payment, refund the amount of such excess or at the Credit Bank's option, credit
such excess against any unpaid  principal  balance owing.  To the maximum extent
permitted by applicable law, all amounts contracted for, charged or received for
the use,  forbearance,  or detention of money shall, to the extent  permitted by
applicable law, be amortized, prorated, allocated and spread throughout the full
term of the Letter of Credit.  The  provisions of this Section shall control all
of the Operative Documents.

         Section 6.12.  SUBMISSION TO JURISDICTION;  WAIVERS. Subject to SECTION
6.13 hereof,  each party  hereto  hereby  irrevocably  and  unconditionally  (i)
submits for itself and its property in any legal action or  proceeding  relating
to  this  Reimbursement  Agreement  or  any  other  Operative  Document,  or for
recognition  and  enforcement  of  any  judgment  in  respect  thereof,  to  the
non-

                                      -20-
<PAGE>

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)  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 of the
Participation  Agreement  or at such other  address  of which the other  parties
hereto  shall have been  notified  pursuant to SECTION 8.2 of the  Participation
Agreement,  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
REIMBURSEMENT  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  REIMBURSEMENT
AGREEMENT,  OR THE OTHER  OPERATIVE  DOCUMENTS.  THIS  PROVISION  IS A  MATERIAL
INDUCEMENT TO THE CREDIT BANK TO PROVIDE THE LOAN PURSUANT TO THIS REIMBURSEMENT
AGREEMENT.

         Section 6.13.  [RESERVED]

         Section 6.14.  PAYMENTS AND COMPUTATIONS. The Lessor shall make each of
its  payments  due under this  Agreement  not later  than  12:30 p.m.  (Atlanta,
Georgia,  time) on the date when due in  lawful  money of the  United  States of
America to the Credit Bank at its address  referred to in Section 6.02 hereof in
immediately  available funds.  The Lessor hereby  authorizes the Credit Bank, if
and to the extent payment is not made when due hereunder, to charge from time to
time against the Lessor's account with the Credit Bank any amount so due. Except
as otherwise  specifically provided in this Agreement,  computations of interest
and fees  hereunder  shall be made by the Credit  Bank on the basis of a year of
360 days and the actual  number of days  (including  the first day but excluding
the last day) elapsed.  Where the character or amount of any asset, liability or
item of income or expense is required to be determined,  or any consolidation or
other  accounting  computation  is required to be made,  for the purpose of this
Reimbursement Agreement,  such determination or calculation shall, to the extent
applicable and except as otherwise  specified herein, be made in accordance with
GAAP.

                                      -21-


<PAGE>

         Section 6.15.  SETOFF.

         (a)  In addition to any rights and  remedies of the Credit Bank
provided by law, the Credit Bank shall have the right,  without  prior notice to
the Lessor,  any such notice being expressly  waived by the Lessor to the extent
permitted by applicable  law, on the  occurrence of any Credit Event of Default,
to set off and apply against any indebtedness,  whether matured or unmatured, of
the Lessor to the Credit  Bank,  any  amount  owing from the Credit  Bank to the
Lessor (whether matured or unmatured),  at or at any time after the happening of
any such Credit  Event of Default,  and such right of setoff may be exercised by
the Credit Bank against the Lessor or against a  debtor-in-possession,  assignee
for the benefit of  creditors,  receiver or  execution,  judgment or  attachment
creditor of the Lessor,  or against anyone else claiming  through or against the
Lessor or such  debtor-in-possession,  assignee  for the  benefit of  creditors,
receiver or execution, judgment or attachment creditor, notwithstanding the fact
that such  right of set off shall not have been  exercised  by the  Credit  Bank
before the  occurrence  of any such  Credit  Event of  Default.  The Credit Bank
agrees promptly to notify the Lessor after any such setoff and application  made
by the Credit Bank,  PROVIDED  THAT failure to give such notice shall not affect
the validity of such setoff and application.

         (b)  Notwithstanding  the  provisions of paragraph (a) of this SECTION
6.15,  the Credit Bank hereby  agrees to waive the exercise of such right of set
off and application with respect to the Lessor's obligations existing under this
Agreement  at  any  time  after   commencement   of  a  case  in  bankruptcy  or
reorganization naming the Lessor as debtor.

         Section 6.16.  FURTHER  ASSURANCES.  The Lessor  agrees to do such
further  acts and  things  and to execute  and  deliver to the Credit  Bank such
additional assignments,  agreements,  powers and instruments, as the Credit Bank
may  reasonably  require or deem  advisable to carry into effect the purposes of
this  Agreement or to better assure and confirm unto the Credit Bank its rights,
powers and remedies hereunder.

         Section 6.17.  HEADINGS.  Section  headings  and captions in this
Agreement are included  herein for  convenience  of reference only and shall not
constitute  a part of this  Agreement  for any other  purpose  and are not to be
considered  as  defining  or  limiting  in any way the  scope or  intent  of the
provisions of this Agreement.

         Section  6.18.  NO THIRD PARTY  BENEFICIARIES.  The  provisions of this
Agreement shall inure to the benefit and  responsibility  of the parties hereto,
their  successors  and  assigns  (but  only to the  extent  such  assignment  is
permitted herein) and shall not benefit or affect any third party.

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                                      -22-

<PAGE>

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

CREDIT BANK:                             LESSOR:

SUNTRUST BANK                            ASSET HOLDINGS III L.P.


                                              Realty Facility Holdings I L.L.C.,
                                              An Ohio limited liability company,
By:  C A Black                           By:  its general partner
   -----------------------------------      ------------------------------------

Its:  VP & Director                      Its:  Robert F. Gage
    ----------------------------------       -----------------------------------
                                               Robert F. Gage, President



                                      -23-