LEASE AGREEMENT

                            Dated as of July 29, 1998

                                     between

            FIRST SECURITY BANK, NATIONAL ASSOCIATION,

                                not individually,
                         but solely as the Owner Trustee
                 under the Centennial Real Estate Trust 1998-1,
                                    as Lessor

                              and

              CENTENNIAL HEALTHCARE CORPORATION,

                                    as Lessee




This Lease Agreement is subject to a security  interest in favor of NationsBank,
N.A., as the agent for the Lenders and respecting the Security Documents, as the
agent for the Lenders and the  Holders,  to the extent of their  interests  (the
"Agent")  under a Security  Agreement  dated as of July 29, 1998,  between First
Security Bank, National Association,  not individually,  but solely as the Owner
Trustee  under the  Centennial  Real  Estate  Trust  1998-1,  and the Agent,  as
amended, modified, extended, supplemented, restated and/or replaced from time to
time in accordance with the applicable  provisions thereof. This Lease Agreement
has been  executed in several  counterparts.  To the extent,  if any,  that this
Lease  Agreement  constitutes  chattel  paper  (as such term is  defined  in the
Uniform  Commercial  Code  as in  effect  in any  applicable  jurisdiction),  no
security interest in this Lease Agreement may be created through the transfer or
possession of any counterpart other than the original counterpart containing the
receipt therefor executed by the Agent on the signature page hereof.



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                                       iii

                                TABLE OF CONTENTS

ARTICLE I.........................................................1
      1.1 Definitions.............................................1
      1.2 Interpretation..........................................2
ARTICLE II........................................................2
      2.1 Property................................................2
      2.2 Lease Term..............................................2
      2.3 Title...................................................3
      2.4 Lease Supplements.......................................3
ARTICLE III.......................................................3
      3.1 Rent....................................................3
      3.2 Payment of Basic Rent...................................3
      3.3 Supplemental Rent.......................................4
      3.4 Performance on a Non-Business Day.......................4
      3.5 Rent Payment Provisions.................................4
ARTICLE IV........................................................5
      4.1 Taxes; Utility Charges..................................5
ARTICLE V.........................................................5
      5.1 Quiet Enjoyment.........................................5
ARTICLE VI........................................................5
      6.1 Net Lease...............................................5
      6.2 No Termination or Abatement.............................6
ARTICLE VII.......................................................6
      7.1 Ownership of the Properties.............................6
ARTICLE VIII......................................................8
      8.1 Condition of the Properties.............................8
      8.2 Possession and Use of the Properties....................9
      8.3 Integrated Properties..................................10
ARTICLE IX.......................................................10
      9.1 Compliance With Legal Requirements, Insurance
      Requirements and Manufacturer's Specifications and Standards.10
ARTICLE X........................................................10
      10.1 Maintenance and Repair; Return........................10
      10.2 Environmental Inspection..............................12
ARTICLE XI.......................................................12
      11.1 Modifications.........................................12
ARTICLE XII......................................................13
      12.1 Warranty of Title.....................................13
ARTICLE XIII.....................................................14
      13.1 Permitted Contests Other Than in Respect of Indemnities.14
      13.2 Impositions, Utility Charges, Other Matters; Compliance
      with Legal Requirements....................................15
ARTICLE XIV......................................................15
      14.1 Public Liability and Workers' Compensation Insurance..15
      14.2 Permanent Hazard and Other Insurance..................15
      14.3 Coverage..............................................16
ARTICLE XV.......................................................17
      15.1 Casualty and Condemnation.............................17
      15.2 Environmental Matters.................................19
      15.3 Notice of Environmental Matters.......................20
ARTICLE XVI......................................................20
      16.1 Termination Upon Certain Events.......................20
      16.2 Procedures............................................20
ARTICLE XVII.....................................................21
      17.1 Lease Events of Default...............................21
      17.2 Surrender of Possession...............................24
      17.3 Reletting.............................................25
      17.4 Damages...............................................25
      17.5 Power of Sale.........................................26
      17.6 Final Liquidated Damages..............................26
      17.7 Environmental Costs...................................26
      17.8 Waiver of Certain Rights..............................27
      17.9 Assignment of Rights Under Contracts..................27
      17.10 Remedies Cumulative..................................27
ARTICLE XVIII....................................................27
      18.1 Lessor's Right to Cure Lessee's Lease Defaults........27
ARTICLE XIX......................................................28
      19.1 Provisions Relating to Lessee's Exercise of its
      Purchase Option............................................28
      19.2 No Purchase or Termination With Respect to Less than
      All of a Property..........................................28
ARTICLE XX.......................................................28
      20.1 Purchase Option or Sale Option-General Provisions.....28
      20.2 Lessee Purchase Option................................29
      20.3 Third Party Sale Option...............................30
ARTICLE XXI......................................................31
      21.1 [Intentionally Omitted]...............................31
ARTICLE XXII.....................................................31
      22.1 Sale Procedure........................................31
      22.2 Application of Proceeds of Sale.......................33
      22.3 Indemnity for Excessive Wear..........................34
      22.4 Appraisal Procedure...................................34
      22.5  Certain Obligations Continue.........................35
ARTICLE XXIII....................................................35
      23.1 Holding Over..........................................35
ARTICLE XXIV.....................................................35
      24.1 Risk of Loss..........................................35
ARTICLE XXV......................................................36
      25.1 Assignment............................................36
      25.2 Subleases.............................................36
ARTICLE XXVI.....................................................37
      26.1 No Waiver.............................................37
ARTICLE XXVII....................................................37
      27.1 Acceptance of Surrender...............................37
      27.2 No Merger of Title....................................37
ARTICLE XXVIII...................................................37
      28.1 Incorporation of Covenants............................37
ARTICLE XXIX.....................................................38
      29.1 Notices...............................................38
ARTICLE XXX......................................................38
      30.1 Miscellaneous.........................................38
      30.2 Amendments and Modifications..........................39
      30.3 Successors and Assigns................................39
      30.4 Headings and Table of Contents........................39
      30.5 Counterparts..........................................39
      30.6 GOVERNING LAW.........................................39
      30.7 Calculation of Rent...................................39
      30.8 Memoranda of Lease and Lease Supplements..............39
      30.9 Allocations between the Lenders and the Holders.......40
      30.10 Limitations on Recourse..............................40
      30.11 WAIVERS OF JURY TRIAL................................40
      30.12 Exercise of Lessor Rights............................40
      30.13 SUBMISSION TO JURISDICTION; VENUE....................41
      30.14 USURY SAVINGS PROVISION..............................41

EXHIBITS

EXHIBIT A   -   Lease Supplement No. ____
EXHIBIT B   -   Memorandum of Lease and Lease Supplement No. ____





<PAGE>




                                 3


                                 LEASE AGREEMENT


      THIS LEASE  AGREEMENT  dated as of July 29,  1998 (as  amended,  modified,
extended,  supplemented,  restated  and/or  replaced  from  time to  time,  this
"Lease")  is between  FIRST  SECURITY  BANK,  NATIONAL  ASSOCIATION,  a national
banking  association,  having its principal office at 79 South Main Street, Salt
Lake City, Utah 84111, not  individually,  but solely as the Owner Trustee under
the  Centennial  Real  Estate  Trust  1998-1,  as  lessor  (the  "Lessor"),  and
CENTENNIAL HEALTHCARE CORPORATION,  a Georgia corporation,  having its principal
place of business at 400 Perimeter Center Terrace, Suite 650, Atlanta,  Georgia,
30346 as lessee (the "Lessee").

                       W I T N E S S E T H:

      A.  WHEREAS,  subject  to the terms and  conditions  of the  Participation
Agreement  and the Agency  Agreement,  Lessor will (i)  purchase or ground lease
various  parcels of real  property,  some of which  will (or may) have  existing
Improvements  thereon,  from one (1) or more third parties  designated by Lessee
and  (ii)  fund  the  acquisition,   installation,  testing,  use,  development,
construction,  operation,  maintenance, repair, refurbishment and restoration of
the Properties by the Construction Agent; and

      B.  WHEREAS,  the Basic Term shall  commence with respect to each Property
upon the Property Closing Date with respect thereto;  provided,  Basic Rent with
respect  thereto shall not be payable  until the  applicable  Rent  Commencement
Date; and

      C. WHEREAS, Lessor desires to lease to Lessee, and Lessee desires to lease
from Lessor, each Property;

      NOW, THEREFORE,  in consideration of the foregoing,  and of other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:


                                    ARTICLE I

      1.1  Definitions.

           For purposes of this Lease,  capitalized terms used in this Lease and
not  otherwise  defined  herein  shall  have the  meanings  assigned  to them in
Appendix A to that certain Participation Agreement dated as of July 29, 1998 (as
amended, modified, extended, supplemented, restated and/or replaced from time to
time in accordance with the applicable  provisions  thereof,  the "Participation
Agreement") among Lessee,  the various parties thereto from time to time, as the
Guarantors,  Lessor, the various banks and other lending  institutions which are
parties  thereto from time to time, as the Holders,  the various banks and other
lending  institutions  which  are  parties  thereto  from  time to time,  as the
Lenders,  First Union  Capital  Markets,  a division of Wheat First  Securities,
Inc., as Syndication Agent, and NationsBank,  N.A., as agent for the Lenders and
respecting the Security Documents,  as agent for the Lenders and the Holders, to
the extent of their interests.  Unless otherwise  indicated,  references in this
Lease to articles,  sections,  paragraphs,  clauses,  appendices,  schedules and
exhibits are to the same contained in this Lease.

      1.2  Interpretation.

           The  rules of usage  set  forth in  Appendix  A to the  Participation
Agreement shall apply to this Lease.


                                   ARTICLE II

      2.1 Property.

           Subject  to the  terms  and  conditions  hereinafter  set  forth  and
contained in the respective Lease Supplement  relating to each Property,  Lessor
hereby leases to Lessee, TO HAVE AND TO HOLD, unto Lessee for the term set forth
herein, and Lessee hereby leases from Lessor, each Property.

      2.2  Lease Term.

           The basic  term of this  Lease with  respect  to each  Property  (the
"Basic  Term") shall begin upon the Property  Closing Date for such Property (in
each case the "Basic Term Commencement  Date") and shall end on the third annual
anniversary  of the Initial  Closing  Date (the "Basic Term  Expiration  Date"),
unless the Basic Term is earlier terminated or the term of this Lease is renewed
(as  described   below)  in  accordance  with  the  provisions  of  this  Lease.
Notwithstanding  the foregoing,  Lessee shall not be obligated to pay Basic Rent
until the Rent Commencement Date with respect to such Property.

           To the  extent no Default or Event of  Default  has  occurred  and is
continuing, and if Lessee has not provided written notice to Lessor at least one
hundred twenty (120) days prior to the first day of the applicable  Renewal Term
of its  determination  to exercise  its  purchase  option or sale  option  under
Article  XX  hereof,  the  term  of  this  Lease  for  each  Property  shall  be
automatically extended for up to two (2) additional terms each of one (1) year's
duration from the Basic Term Expiration Date (each, a "Renewal Term"); provided,
that the expiration  date for the final Renewal Term for each Property shall not
be later than the fifth annual  anniversary of the Initial Closing Date,  unless
such later  expiration  date has been  expressly  agreed  to, at the  request of
Lessee, in writing by each of Lessor,  the Agent, the Lenders and the Holders in
their sole discretion.

      2.3  Title.

           Each  Property  is leased to Lessee  without  any  representation  or
warranty,  express or implied, by Lessor and subject to the rights of parties in
possession (if any), the existing state of title (including  without  limitation
the Permitted Liens) and all applicable Legal  Requirements.  Lessee shall in no
event have any recourse  against  Lessor for any defect in Lessor's title to any
Property or any interest of Lessee therein other than for Lessor Liens.

      2.4  Lease Supplements.

      On or prior to each Basic Term Commencement  Date, Lessee and Lessor shall
each  execute  and  deliver a Lease  Supplement  for the  Property  to be leased
effective as of such Basic Term  Commencement  Date in substantially the form of
Exhibit A hereto.


                                   ARTICLE III

      3.1 Rent.

           (a) Lessee shall pay Basic Rent in arrears on each Payment Date,  and
      on any date on which this Lease shall terminate with respect to any or all
      Properties  during  the Term;  provided,  however,  with  respect  to each
      individual Property Lessee shall have no obligation to pay Basic Rent with
      respect to such Property until the Rent  Commencement Date with respect to
      such Property  (notwithstanding  that Basic Rent for such  Property  shall
      accrue from and including the Scheduled  Interest Payment Date immediately
      preceding such Rent Commencement Date).

           (b) Basic Rent shall be due and payable in lawful money of the United
      States and shall be paid by wire transfer of immediately  available  funds
      on the due date therefor (or within the  applicable  grace period) to such
      account  or  accounts  at such bank or banks as Lessor  shall from time to
      time direct.

           (c) Lessee's  inability or failure to take  possession  of all or any
      portion  of  any  Property  when  delivered  by  Lessor,  whether  or  not
      attributable  to any act or omission of Lessor,  the  Construction  Agent,
      Lessee or any other Person or for any other reason  whatsoever,  shall not
      delay  or  otherwise  affect  Lessee's  obligation  to pay  Rent  for such
      Property in accordance with the terms of this Lease.

           (d) Lessee  shall  make all  payments  of Rent  prior to 12:00  Noon,
      Charlotte, North Carolina time, on the applicable date for payment of such
      amount.

      3.2  Payment of Basic Rent.

           Basic Rent shall be paid absolutely net to Lessor or its designee, so
that this Lease shall yield to Lessor the full amount  thereof,  without setoff,
deduction or reduction.

      3.3  Supplemental Rent.

           Lessee  shall  pay  to  the  Person  entitled  thereto  any  and  all
Supplemental  Rent when and as the same  shall  become due and  payable,  and if
Lessee fails to pay any  Supplemental  Rent within three (3) days after the same
is due, Lessor shall have all rights, powers and remedies provided for herein or
by law or equity or otherwise in the case of nonpayment of Basic Rent.  All such
payments  of  Supplemental  Rent shall be in the full  amount  thereof,  without
setoff,  deduction or reduction.  Lessee shall pay to the appropriate Person, as
Supplemental  Rent due and owing to such Person,  among other things, on demand,
(a) any and all payment  obligations  (except for amounts payable as Basic Rent)
owing  from time to time  under the  Operative  Agreements  by any Person to the
Agent,  any  Lender,  any  Holder  or any  other  Person,  (b)  interest  at the
applicable  Overdue  Rate on any  installment  of Basic  Rent not paid  when due
(subject to the applicable grace period) for the period for which the same shall
be overdue and on any payment of Supplemental Rent not paid when due or demanded
by the  appropriate  Person  (subject to any  applicable  grace  period) for the
period  from the due date or the  date of any such  demand,  as the case may be,
until the same shall be paid and (c) amounts  referenced  as  Supplemental  Rent
obligations pursuant to Section 8.3 of the Participation  Agreement. It shall be
an additional  Supplemental  Rent obligation of Lessee to pay to the appropriate
Person all rent and other  amounts  when such  become due and owing from time to
time under each Ground Lease and without the necessity of any notice from Lessor
with regard thereto. The expiration or other termination of Lessee's obligations
to pay Basic Rent hereunder  shall not limit or modify the obligations of Lessee
with respect to Supplemental  Rent. Unless expressly  provided otherwise in this
Lease,  in the event of any  failure on the part of Lessee to pay and  discharge
any  Supplemental  Rent as and when due,  Lessee  shall  also  promptly  pay and
discharge any fine, penalty, interest or cost which may be assessed or added for
nonpayment or late payment of such  Supplemental  Rent,  all of which shall also
constitute Supplemental Rent.

      3.4  Performance on a Non-Business Day.

           If any  Basic  Rent  is  required  hereunder  on a day  that is not a
Business Day, then such Basic Rent shall be due on the  corresponding  Scheduled
Interest Payment Date. If any Supplemental  Rent is required  hereunder on a day
that is not a Business Day, then such Supplemental Rent shall be due on the next
succeeding Business Day.

      3.5  Rent Payment Provisions.

           Lessee  shall make  payment of all Basic Rent and  Supplemental  Rent
when due (subject to the applicable grace periods)  regardless of whether any of
the Operative Agreements pursuant to which same is calculated and is owing shall
have been  rejected,  avoided  or  disavowed  in any  bankruptcy  or  insolvency
proceeding involving any of the parties to any of the Operative Agreements. Such
provisions  of such  Operative  Agreements  and their  related  definitions  are
incorporated herein by reference and shall survive any termination, amendment or
rejection of any such Operative Agreements.


                                   ARTICLE IV

      4.1  Taxes; Utility Charges.

           Lessee shall pay or cause to be paid all Impositions  with respect to
the Properties and/or the use, occupancy, operation, repair, access, maintenance
or operation  thereof and all charges for electricity,  power,  gas, oil, water,
telephone,  sanitary sewer service and all other rents,  utilities and operating
expenses  of any  kind  or type  used in or on any  Property  and  related  real
property during the Term. Upon Lessor's request,  Lessee shall provide from time
to time Lessor with  evidence of all such  payments  referenced in the foregoing
sentence.  Lessee shall be entitled to receive any credit or refund with respect
to any Imposition or utility  charge paid by Lessee.  Unless an Event of Default
shall  have  occurred  and be  continuing,  the  amount of any  credit or refund
received  by Lessor on  account of any  Imposition  or  utility  charge  paid by
Lessee,  net of the costs and  expenses  incurred  by Lessor in  obtaining  such
credit or  refund,  shall be  promptly  paid over to  Lessee.  All  charges  for
Impositions  or  utilities  imposed  with  respect to any  Property for a period
during which this Lease expires or terminates  shall be adjusted and prorated on
a daily basis between  Lessor and Lessee,  and each party shall pay or reimburse
the other for such party's pro rata share thereof.


                                    ARTICLE V

      5.1  Quiet Enjoyment.

           Subject to the rights of Lessor  contained in Sections 17.2, 17.3 and
20.3 and the other terms of this Lease and the other Operative Agreements and so
long as no Event of Default shall have occurred and be continuing,  Lessee shall
peaceably  and quietly  have,  hold and enjoy each  Property for the  applicable
Term, free of any claim or other action by Lessor or anyone rightfully  claiming
by,  through or under  Lessor  (other than  Lessee)  with respect to any matters
arising from and after the applicable Basic Term Commencement Date.


                                   ARTICLE VI

      6.1  Net Lease.

           This Lease  shall  constitute  a net lease,  and the  obligations  of
Lessee hereunder are absolute and unconditional.  Lessee shall pay all operating
expenses  arising out of the use,  operation  and/or occupancy of each Property.
Any present or future law to the contrary notwithstanding,  this Lease shall not
terminate, nor shall Lessee be entitled to any abatement, suspension, deferment,
reduction, setoff, counterclaim,  or defense with respect to the Rent, nor shall
the  obligations  of Lessee  hereunder be affected  (except as expressly  herein
permitted and by performance of the obligations in connection therewith) for any
reason whatsoever,  including without limitation by reason of: (a) any damage to
or  destruction  of any  Property  or any part  thereof;  (b) any  taking of any
Property or any part thereof or interest  therein by  Condemnation or otherwise;
(c) any  prohibition,  limitation,  restriction  or  prevention of Lessee's use,
occupancy or enjoyment of any Property or any part thereof,  or any interference
with such use, occupancy or enjoyment by any Person or for any other reason; (d)
any title defect,  Lien or any matter  affecting title to any Property;  (e) any
eviction by paramount title or otherwise;  (f) any default by Lessor  hereunder;
(g)  any  action  for  bankruptcy,  insolvency,   reorganization,   liquidation,
dissolution or other proceeding  relating to or affecting the Agent, any Lender,
Lessor, Lessee, any Holder or any Governmental Authority;  (h) the impossibility
or illegality of  performance  by Lessor,  Lessee or both; (i) any action of any
Governmental  Authority  or  any  other  Person;  (j)  Lessee's  acquisition  of
ownership  of all or  part  of any  Property;  (k)  breach  of any  warranty  or
representation with respect to any Property or any Operative Agreement;  (l) any
defect in the condition,  quality or fitness for use of any Property or any part
thereof; or (m) any other cause or circumstance whether similar or dissimilar to
the foregoing and whether or not Lessee shall have notice or knowledge of any of
the foregoing. The parties intend that the obligations of Lessee hereunder shall
be covenants,  agreements and obligations that are separate and independent from
any obligations of Lessor  hereunder and shall continue  unaffected  unless such
covenants,  agreements and obligations shall have been modified or terminated in
accordance  with  an  express  provision  of  this  Lease.   Lessor  and  Lessee
acknowledge  and  agree  that the  provisions  of this  Section  6.1  have  been
specifically reviewed and subjected to negotiation.

      6.2  No Termination or Abatement.

           Lessee shall remain obligated under this Lease in accordance with its
terms and shall not take any action to  terminate,  rescind or avoid this Lease,
notwithstanding   any  action  for   bankruptcy,   insolvency,   reorganization,
liquidation,  dissolution,  or other  proceeding  affecting  any  Person  or any
Governmental  Authority,  or any  action  with  respect  to  this  Lease  or any
Operative Agreement which may be taken by any trustee, receiver or liquidator of
any Person or any  Governmental  Authority  or by any court with  respect to any
Person,  or any  Governmental  Authority.  Lessee hereby waives all right (a) to
terminate or surrender  this Lease  (except as permitted  under the terms of the
Operative  Agreements)  or (b) to avail  itself  of any  abatement,  suspension,
deferment,  reduction, setoff, counterclaim or defense with respect to any Rent.
Lessee shall remain  obligated under this Lease in accordance with its terms and
Lessee hereby waives any and all rights now or hereafter conferred by statute or
otherwise to modify or to avoid strict  compliance  with its  obligations  under
this Lease. Notwithstanding any such statute or otherwise, Lessee shall be bound
by all of the terms and conditions contained in this Lease.


                                   ARTICLE VII

      7.1 Ownership of the Properties.

           (a) Lessor and Lessee intend that for federal and all state and local
      income tax purposes,  bankruptcy purposes, regulatory purposes, commercial
      law and real  estate  purposes  and all  other  purposes  (other  than for
      accounting  purposes)  (A)  this  Lease  will be  treated  as a  financing
      arrangement  and (B) Lessee will be treated as the owner of the Properties
      and will be entitled to all tax benefits ordinarily available to owners of
      property similar to the Properties for such tax purposes.  Notwithstanding
      the  foregoing,  neither party hereto has made, or shall be deemed to have
      made, any  representation or warranty as to the availability of any of the
      foregoing  treatments under applicable  accounting rules, tax, bankruptcy,
      regulatory, commercial or real estate law or under any other set of rules.
      Lessee  shall  claim the cost  recovery  deductions  associated  with each
      Property,  and Lessor shall not, to the extent not prohibited by Law, take
      on its tax  return a position  inconsistent  with  Lessee's  claim of such
      deductions.

           (b) For all purposes  described in Section 7.1(a),  Lessor and Lessee
      intend this Lease to constitute a finance  lease and not a true lease.  In
      order to secure  the  obligations  of Lessee  now  existing  or  hereafter
      arising under any and all  Operative  Agreements,  Lessee hereby  conveys,
      grants,  assigns,  transfers,  hypothecates,  mortgages  and sets  over to
      Lessor,  for the  benefit  of all  Financing  Parties,  a  first  priority
      security  interest  (but  subject to the  security  interest in the assets
      granted by Lessee in favor of the Agent in  accordance  with the  Security
      Agreement)  in and lien on all right,  title and  interest  of Lessee (now
      owned or hereafter  acquired) in and to all  Properties to the extent such
      is personal  property  (except those instances where Lessee's  interest is
      not assignable by Law but not excluding  interests which are  unassignable
      pursuant to any applicable  contract or agreement) and irrevocably  grants
      and conveys a lien,  deed of trust and  mortgage  on all right,  title and
      interest  of  Lessee  (now  owned  or  hereafter  acquired)  in and to all
      Properties  to the  extent  such is a real  property.  Lessor  and  Lessee
      further intend and agree that, for the purpose of securing the obligations
      of Lessee and/or the Construction  Agent now existing or hereafter arising
      under  the  Operative  Agreements,  (i) this  Lease  shall  be a  security
      agreement and financing  statement  within the meaning of Article 9 of the
      Uniform Commercial Code respecting each of the Properties and all proceeds
      (including  without  limitation  insurance proceeds thereof) to the extent
      such is personal  property (except those instances where Lessee's interest
      is  not  assignable  by  Law  but  not  excluding   interests   which  are
      unassignable  pursuant to any  applicable  contract or  agreement)  and an
      irrevocable  grant and conveyance of a lien, deed of trust and mortgage on
      each of the  Properties  and all proceeds  (including  without  limitation
      insurance proceeds thereof) to the extent such is real property;  (ii) the
      acquisition of title (or to the extent  applicable,  a leasehold  interest
      pursuant  to a Ground  Lease) in each  Property  referenced  in Article II
      constitutes a grant by Lessee to Lessor of a security interest, lien, deed
      of trust and mortgage in all of Lessee's right,  title and interest in and
      to each Property  (except those instances  where Lessee's  interest is not
      assignable  by Law but not  excluding  interests  which  are  unassignable
      pursuant  to any  applicable  contract  or  agreement)  and  all  proceeds
      (including   without   limitation   insurance  proceeds  thereof)  of  the
      conversion,   voluntary  or  involuntary,  of  the  foregoing  into  cash,
      investments,  securities or other  property,  whether in the form of cash,
      investments, securities or other property, and an assignment of all rents,
      profits and income produced by each Property;  and (iii)  notifications to
      Persons   holding  such  property,   and   acknowledgments,   receipts  or
      confirmations  from  financial  intermediaries,   bankers  or  agents  (as
      applicable)  of Lessee  shall be deemed to have been given for the purpose
      of  perfecting  such lien,  security  interest,  mortgage lien and deed of
      trust under  applicable  law.  Lessee shall  promptly take such actions as
      Lessor may reasonably  request (including without limitation the filing of
      Uniform  Commercial  Code Financing  Statements,  Uniform  Commercial Code
      Fixture  Filings  and  memoranda  (or short  forms) of this  Lease and the
      various Lease  Supplements)  to ensure that the lien,  security  interest,
      lien, mortgage lien and deed of trust in each Property and the other items
      referenced above will be deemed to be a perfected lien, security interest,
      mortgage lien and deed of trust of first priority under applicable law and
      will be maintained as such throughout the Term.


                                  ARTICLE VIII

      8.1 Condition of the Properties.

           LESSEE  ACKNOWLEDGES  AND  AGREES  THAT IT IS LEASING  EACH  PROPERTY
"AS-IS  WHERE-IS"  WITHOUT  REPRESENTATION,  WARRANTY  OR  COVENANT  (EXPRESS OR
IMPLIED) BY LESSOR  (EXCEPT THAT LESSOR SHALL KEEP EACH  PROPERTY FREE AND CLEAR
OF LESSOR  LIENS) AND IN EACH CASE SUBJECT TO (A) THE  EXISTING  STATE OF TITLE,
(B) THE RIGHTS OF ANY PARTIES IN POSSESSION  THEREOF (IF ANY),  (C) ANY STATE OF
FACTS  REGARDING ITS PHYSICAL  CONDITION OR WHICH AN ACCURATE SURVEY MIGHT SHOW,
(D) ALL APPLICABLE LEGAL  REQUIREMENTS AND (E) VIOLATIONS OF LEGAL  REQUIREMENTS
WHICH MAY  EXIST ON THE DATE  HEREOF  AND/OR  THE DATE OF THE  APPLICABLE  LEASE
SUPPLEMENT.  NEITHER LESSOR NOR THE AGENT NOR ANY LENDER NOR ANY HOLDER HAS MADE
OR  SHALL BE  DEEMED  TO HAVE  MADE ANY  REPRESENTATION,  WARRANTY  OR  COVENANT
(EXPRESS OR IMPLIED) (EXCEPT THAT LESSOR SHALL KEEP EACH PROPERTY FREE AND CLEAR
OF LESSOR LIENS) OR SHALL BE DEEMED TO HAVE ANY  LIABILITY  WHATSOEVER AS TO THE
TITLE, VALUE, HABITABILITY,  USE, CONDITION, DESIGN, OPERATION,  MERCHANTABILITY
OR  FITNESS  FOR  USE OF ANY  PROPERTY  (OR  ANY  PART  THEREOF),  OR ANY  OTHER
REPRESENTATION,  WARRANTY  OR  COVENANT  WHATSOEVER,  EXPRESS OR  IMPLIED,  WITH
RESPECT TO ANY PROPERTY (OR ANY PART THEREOF),  AND NEITHER LESSOR NOR THE AGENT
NOR ANY LENDER NOR ANY HOLDER SHALL BE LIABLE FOR ANY LATENT,  HIDDEN, OR PATENT
DEFECT  THEREON OR THE FAILURE OF ANY PROPERTY,  OR ANY PART THEREOF,  TO COMPLY
WITH ANY LEGAL  REQUIREMENT.  LESSEE HAS OR PRIOR TO THE BASIC TERM COMMENCEMENT
DATE WILL HAVE BEEN AFFORDED FULL  OPPORTUNITY  TO INSPECT EACH PROPERTY AND THE
IMPROVEMENTS THEREON (IF ANY), IS OR WILL BE (INSOFAR AS LESSOR, THE AGENT, EACH
LENDER  AND  EACH  HOLDER  ARE  CONCERNED)  SATISFIED  WITH THE  RESULTS  OF ITS
INSPECTIONS  AND IS ENTERING  INTO THIS LEASE SOLELY ON THE BASIS OF THE RESULTS
OF ITS OWN INSPECTIONS,  AND ALL RISKS INCIDENT TO THE MATTERS  DESCRIBED IN THE
PRECEDING  SENTENCE,  AS BETWEEN LESSOR, THE AGENT, THE LENDERS AND THE HOLDERS,
ON THE ONE HAND, AND LESSEE, ON THE OTHER HAND, ARE TO BE BORNE BY LESSEE.

      8.2  Possession and Use of the Properties.

           (a) At all times during the Term with respect to each Property,  such
      Property shall be a Permitted  Facility and shall be used by Lessee in the
      ordinary  course of its  business.  Lessee shall pay, or cause to be paid,
      all  charges  and  costs  required  in  connection  with  the  use  of the
      Properties  as  contemplated  by this  Lease.  Lessee  shall not commit or
      permit any waste of the Properties or any part thereof.

           (b) The address stated in Section 29.1 of this Lease is the principal
      place of business and chief executive  office of Lessee (as such terms are
      used in Section 9-103(3) of the Uniform  Commercial Code of any applicable
      jurisdiction), and Lessee will provide Lessor with prior written notice of
      any  change  of  location  of its  principal  place of  business  or chief
      executive office.  Regarding a particular Property,  each Lease Supplement
      correctly  identifies  the initial  location of the related  Equipment (if
      any) and Improvements (if any) and contains an accurate legal  description
      for the related parcel of Land or a copy of the Ground Lease (if any). The
      Equipment and  Improvements  respecting each  particular  Property will be
      located  only  at  the  location   identified  in  the  applicable   Lease
      Supplement.

           (c) Lessee will not attach or incorporate any item of Equipment to or
      in any other item of equipment  or personal  property or to or in any real
      property in a manner that could give rise to the  assertion of any Lien on
      such item of Equipment by reason of such  attachment or the assertion of a
      claim that such item of Equipment has become a fixture and is subject to a
      Lien in favor of a third party that is prior to the Liens thereon  created
      by the Operative Agreements.

           (d) On the Basic Term Commencement Date for each Property, Lessor and
      Lessee shall execute a Lease  Supplement in regard to such Property  which
      shall contain an Equipment Schedule that has a general  description of the
      Equipment which shall comprise the Property,  an Improvement Schedule that
      has a general  description  of the  Improvements  which shall comprise the
      Property and a legal description of the Land to be leased hereunder (or in
      the  case of any  Property  subject  to a  Ground  Lease  to be  subleased
      hereunder) as of such date. Each Property  subject to a Ground Lease shall
      be  deemed to be ground  subleased  from  Lessor to Lessee as of the Basic
      Term Commencement  Date, and such ground sublease shall be in effect until
      this Lease is terminated or expires,  in each case in accordance  with the
      terms  and  provisions  hereof.  Lessee  shall  satisfy  and  perform  all
      obligations imposed on Lessor under each Ground Lease. Simultaneously with
      the  execution  and  delivery of each Lease  Supplement,  such  Equipment,
      Improvements, Land, ground subleasehold interest, all additional Equipment
      and all  additional  Improvements  which are financed  under the Operative
      Agreements  after the Basic Term  Commencement  Date and the  remainder of
      such  Property  shall be deemed to have been  accepted  by Lessee  for all
      purposes of this Lease and to be subject to this Lease.

           (e) At all times  during  the Term  with  respect  to each  Property,
      Lessee will comply with all obligations  under and (to the extent no Event
      of Default  exists and  provided  that such  exercise  will not impair the
      value,  utility  or  remaining  useful  life of such  Property)  shall  be
      permitted to exercise all rights and remedies  under,  all  operation  and
      easement  agreements and related or similar agreements  applicable to such
      Property.

      8.3  Integrated Properties.

           On the Rent Commencement Date for each Property, Lessee shall, at its
sole cost and expense,  cause such Property and the applicable  property subject
to a Ground Lease to constitute (and for the duration of the Term shall continue
to constitute) all of the equipment, facilities, rights, other personal property
and other real property necessary or appropriate to operate,  utilize,  maintain
and control a Permitted Facility in a commercially reasonable manner.


                                   ARTICLE IX

      9.1  Compliance  With  Legal  Requirements,   Insurance  Requirements  and
Manufacturer's Specifications and Standards.

           Subject to the terms of Article XIII relating to permitted  contests,
Lessee, at its sole cost and expense, shall (a) comply with all applicable Legal
Requirements  (including  without  limitation  all  Environmental  Laws) and all
Insurance  Requirements  relating to the Properties,  (b) procure,  maintain and
comply  with all  licenses,  permits,  orders,  approvals,  consents  and  other
authorizations  required  for  the  acquisition,   installation,  testing,  use,
development,  construction,  material operation,  material maintenance,  repair,
refurbishment  and  restoration  of the  Properties  and  (c)  comply  with  all
manufacturer's  specifications  and standards,  including without limitation the
acquisition,  installation, testing, use, development,  construction, operation,
maintenance, repair, refurbishment and restoration of the Properties, whether or
not compliance  therewith shall require  structural or extraordinary  changes in
any Property or interfere with the use and enjoyment of any Property, unless the
failure  to  procure,   maintain  and  comply  with  such  items  identified  in
subparagraphs (b) and (c), individually or in the aggregate,  shall not have and
could not reasonably be expected to have a Material Adverse Effect. Lessee shall
notify  Lessor  and the Agent  immediately  in detail of any  actual or  alleged
failure  to  procure,   maintain  and  comply  with  such  items  identified  in
subparagraphs  (a), (b) and/or (c). Lessor agrees to take such actions as may be
reasonably  requested by Lessee in connection  with the  compliance by Lessee of
its obligations under this Section 9.1.


                                    ARTICLE X

      10.1 Maintenance and Repair; Return.

           (a)  Lessee,  at its  sole  cost and  expense,  shall  maintain  each
      Property in good  condition,  repair and working order  (ordinary wear and
      tear  excepted)  and  in the  repair  and  condition  as  when  originally
      delivered  to  Lessor  and  make  all   necessary   repairs   thereto  and
      replacements  thereof,  of  every  kind  and  nature  whatsoever,  whether
      interior  or   exterior,   ordinary  or   extraordinary,   structural   or
      nonstructural  or  foreseen  or  unforeseen,  in each case as  required by
      Section 9.1 and on a basis  consistent  with the operation and maintenance
      of  properties  or  equipment  comparable  in  type  and  function  to the
      applicable Property,  such that such Property is capable of being promptly
      utilized  by a  third  party  and in  compliance  with  standard  industry
      practice subject, however, to the provisions of Article XV with respect to
      Casualty and Condemnation.

           (b) Lessee  shall not use or locate  any  component  of any  Property
      outside of the Approved State therefor.  Lessee shall not move or relocate
      any  component  of  any  Property   beyond  the  boundaries  of  the  Land
      (comprising  part of such  Property)  described  in the  applicable  Lease
      Supplement,  except  for the  temporary  removal  of  Equipment  and other
      personal property for repair or replacement.

           (c)  If any  component  of  any  Property  becomes  worn  out,  lost,
      destroyed,  damaged beyond repair or otherwise  permanently rendered unfit
      for use, Lessee, at its own expense, will within a reasonable time replace
      such component with a replacement component which is free and clear of all
      Liens  (other  than  Permitted  Liens and  Lessor  Liens) and has a value,
      utility and useful life at least equal to the component replaced (assuming
      the component replaced had been maintained and repaired in accordance with
      the  requirements  of this Lease).  All components  which are added to any
      Property shall immediately become the property of (and title thereto shall
      vest in)  Lessor and shall be deemed  incorporated  in such  Property  and
      subject to the terms of this Lease as if originally leased hereunder.

           (d) Lessor  and its agents  shall have the right from time to time to
      conduct   inspections  of  Properties  during  normal  business  hours  at
      reasonable   times  and,   except  upon  the  occurrence  and  during  the
      continuation  of  any  Event  of  Default,  without  undue  disruption  of
      operations at any such Properties.

           (e)  [Intentionally Omitted].

           (f) Lessor  shall  under no  circumstances  be  required to build any
      improvements  or install any equipment on any Property,  make any repairs,
      replacements,  alterations or renewals of any nature or description to any
      Property, make any expenditure whatsoever in connection with this Lease or
      maintain  any  Property  in any  way.  Lessor  shall  not be  required  to
      maintain,  repair or rebuild all or any part of any  Property,  and Lessee
      waives the right to (i) require Lessor to maintain, repair, or rebuild all
      or any part of any Property, or (ii) make repairs at the expense of Lessor
      pursuant  to  any  Legal  Requirement,  Insurance  Requirement,  contract,
      agreement, covenant, condition or restriction at any time in effect.

           (g) Lessee shall, upon the expiration or earlier  termination of this
      Lease with respect to a Property,  if Lessee shall not have  exercised its
      Purchase Option with respect to such Property and purchased such Property,
      surrender  such  Property (i)  pursuant to the exercise of the  applicable
      remedies  upon the  occurrence  of a Lease Event of Default,  to Lessor or
      (ii) pursuant to the second paragraph of Section 22.1(a) hereof, to Lessor
      or the third  party  purchaser,  as the case may be,  subject to  Lessee's
      obligations under this Lease (including without limitation the obligations
      of  Lessee  at the time of such  surrender  under  Sections  9.1,  10.1(a)
      through (f), 10.2, 11.1, 12.1, 22.1 and 23.1).

      10.2 Environmental Inspection.

           If Lessee has not given notice of exercise of its Purchase  Option on
the Expiration  Date pursuant to Section 20.1 or for whatever reason Lessee does
not  purchase a Property in  accordance  with the terms of this Lease,  then not
more than one hundred  twenty  (120) days nor less than sixty (60) days prior to
the Expiration Date, Lessee at its expense shall cause to be delivered to Lessor
a Phase I environmental  site assessment  recently prepared (no more than thirty
(30)  days  prior  to  the  date  of  delivery)  by  an  independent  recognized
professional  reasonably  acceptable to Lessor,  and in form,  scope and content
reasonably satisfactory to Lessor.


                                   ARTICLE XI

      11.1 Modifications.

           (a) Lessee at its sole cost and expense, at any time and from time to
      time  without the consent of Lessor may make  modifications,  alterations,
      renovations,  improvements  and  additions  to any  Property  or any  part
      thereof  and  substitutions  and  replacements   therefor   (collectively,
      "Modifications"), and Lessee shall make any and all Modifications required
      to be made pursuant to all Legal Requirements,  Insurance Requirements and
      manufacturer's  specifications  and  standards;  provided,  that:  (i)  no
      Modification shall materially impair the value,  utility or useful life of
      any  Property   from  that  which  existed   immediately   prior  to  such
      Modification;  (ii) each Modification shall be done expeditiously and in a
      good and workmanlike manner;  (iii) no Modification shall adversely affect
      the structural  integrity of any Property;  (iv) to the extent required by
      Section  14.2(a),  Lessee shall  maintain  builders' risk insurance at all
      times when a  Modification  is in  progress;  (v)  subject to the terms of
      Article XIII  relating to permitted  contests,  Lessee shall pay all costs
      and  expenses  and  discharge  any  Liens  arising  with  respect  to  any
      Modification; (vi) each Modification shall comply with the requirements of
      this Lease (including without limitation Sections 8.2 and 10.1); and (vii)
      no  Improvement  shall be demolished or otherwise  rendered  unfit for use
      unless Lessee shall finance the proposed replacement  Modification outside
      of this  lease  facility;  provided,  further,  Lessee  shall not make any
      Modification  (unless required by any Legal Requirement) to the extent any
      such Modification,  individually or in the aggregate,  shall have or could
      reasonably be expected to have a Material  Adverse  Effect.  Title to each
      Modification  shall vest in Lessee to the extent such  Modification (t) is
      not financed pursuant to the Operative Agreements, (u) is not a fixture or
      other real  estate  interest,  (v) is readily  removable  without  causing
      material  damage to any  Property,  (w) is not  required  in order for the
      applicable  Property to comply with any Legal  Requirement,  any Insurance
      Requirement or any requirement of Section 8.3 of this Lease and (x) is not
      necessary to conform to any applicable manufacturer's specification and/or
      standard.  Title to all other  Modifications shall immediately and without
      further action upon their  incorporation into the applicable  Property (1)
      become property of Lessor,  (2) be subject to this Lease and (3) be titled
      in the name of Lessor. Lessee at its sole cost and expense shall repair in
      a good and workmanlike  manner any and all damage done to any Property due
      to the removal,  detachment,  attempted removal or attempted detachment of
      any  Modification  from a Property and all such repairs shall be completed
      by the  earlier of (y) thirty  (30) days after such  removal,  detachment,
      attempted removal or attempted  detachment of the applicable  Modification
      from the applicable Property and (z) the Expiration Date. Lessee shall not
      remove,  detach or attempt to remove or detach any  Modification  from any
      Property  except in accordance  with the  provisions of this Section 11.1.
      Each  Ground  Lease  for  a  Property  shall  expressly  provide  for  the
      provisions of the foregoing sentence.

           (b) The construction  process provided for in the Agency Agreement is
      acknowledged  by Lessor to be consistent  with and in compliance  with the
      terms and provisions of this Article XI.


                                   ARTICLE XII

      12.1 Warranty of Title.

           (a) Lessee hereby acknowledges and shall cause title in each Property
      (including  without  limitation  all  Equipment,  all  Improvements,   all
      replacement components to each Property and all Modifications) immediately
      and without  further  action to vest in and become the  property of Lessor
      and to be subject to the terms of this Lease  (provided,  respecting  each
      Property  subject  to  a  Ground  Lease,   Lessor's  interest  therein  is
      acknowledged  to be a leasehold  interest  pursuant to such Ground  Lease)
      from and after the date  hereof  or such  date of  incorporation  into any
      Property.  Lessee  agrees  that,  subject  to the  terms of  Article  XIII
      relating to permitted  contests,  Lessee shall not directly or  indirectly
      create or allow to remain,  and shall promptly  discharge at its sole cost
      and expense, any Lien, defect, attachment, levy, title retention agreement
      or claim upon any Property,  any component thereof or any Modifications or
      any  Lien,  attachment,  levy or claim  with  respect  to the Rent or with
      respect to any amounts held by Lessor, the Agent, any Lender or any Holder
      pursuant to any Operative Agreement, other than Permitted Liens and Lessor
      Liens. Lessee shall promptly notify Lessor in the event it receives actual
      knowledge  that a Lien  other  than a  Permitted  Lien or Lessor  Lien has
      occurred  with respect to a Property,  the Rent or any other such amounts,
      and Lessee represents and warrants to, and covenants with, Lessor that the
      Liens in  favor of  Lessor  and/or  the  Agent  created  by the  Operative
      Agreements  are (and  until the  financing  parties  under  the  Operative
      Agreements  have been paid in full shall remain) first priority  perfected
      Liens  subject  only to  Permitted  Liens and Lessor  Liens.  At all times
      subsequent  to the Basic Term  Commencement  Date  respecting  a Property,
      Lessee shall (i) cause a valid,  perfected,  first  priority  Lien on each
      applicable  Property to be in place in favor of the Agent (for the benefit
      of the Lenders and the Holders) and (ii) file,  or cause to be filed,  all
      necessary  documents  under the applicable real property law and Article 9
      of the Uniform Commercial Code to perfect such title and Liens.

           (b)  Nothing   contained   in  this  Lease  shall  be   construed  as
      constituting the consent or request of Lessor, expressed or implied, to or
      for the performance by any  contractor,  mechanic,  laborer,  materialman,
      supplier or vendor of any labor or services or for the  furnishing  of any
      materials for any construction, alteration, addition, repair or demolition
      of or to any  Property or any part  thereof.  NOTICE IS HEREBY  GIVEN THAT
      LESSOR IS NOT AND SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS
      FURNISHED OR TO BE FURNISHED TO LESSEE, OR TO ANYONE HOLDING A PROPERTY OR
      ANY PART THEREOF THROUGH OR UNDER LESSEE,  AND THAT NO MECHANIC'S OR OTHER
      LIENS FOR ANY SUCH LABOR,  SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT
      THE INTEREST OF LESSOR IN AND TO ANY PROPERTY.


                                  ARTICLE XIII

      13.1 Permitted Contests Other Than in Respect of Indemnities.

           Except to the  extent  otherwise  provided  for in  Section 11 of the
Participation  Agreement,  Lessee,  on its  own  or on  Lessor's  behalf  but at
Lessee's sole cost and expense,  may contest,  by appropriate  administrative or
judicial proceedings conducted in good faith and with due diligence, the amount,
validity  or  application,  in  whole  or in  part,  of any  Legal  Requirement,
Imposition  or utility  charge  payable  pursuant  to  Section  4.1 or any Lien,
attachment,  levy,  encumbrance or  encroachment,  and Lessor agrees not to pay,
settle  or  otherwise  compromise  any  such  item,   provided,   that  (a)  the
commencement and  continuation of such proceedings  shall suspend the collection
of any such contested amount from, and suspend the enforcement  thereof against,
the applicable  Properties,  Lessor, each Holder, the Agent and each Lender; (b)
there shall not be imposed a Lien (other than Permitted  Liens and Lessor Liens)
on any  Property and no part of any Property nor any Rent would be in any danger
of being sold, forfeited,  lost or deferred; (c) at no time during the permitted
contest  shall  there  be a risk of the  imposition  of  criminal  liability  or
material  civil  liability  on Lessor,  any Holder,  the Agent or any Lender for
failure to comply therewith; and (d) in the event that, at any time, there shall
be a material risk of extending the  application  of such item beyond the end of
the  Term,  then  Lessee  shall  deliver  to  Lessor  an  Officer's  Certificate
certifying  as to the  matters  set forth in  clauses  (a),  (b) and (c) of this
Section  13.1.  Lessor,  at Lessee's  sole cost and expense,  shall  execute and
deliver to Lessee such  authorizations  and other documents as may reasonably be
required in  connection  with any such contest and, if  reasonably  requested by
Lessee, shall join as a party therein at Lessee's sole cost and expense.

           13.2 Impositions, Utility Charges, Other Matters;
           Compliance with Legal Requirements.

           Except  with  respect to  Impositions,  Legal  Requirements,  utility
charges and such other matters  referenced in Section 13.1 which are the subject
of  ongoing  proceedings  contesting  the same in a manner  consistent  with the
requirements of Section 13.1,  Lessee shall cause (a) all  Impositions,  utility
charges and such other  matters to be timely paid,  settled or  compromised,  as
appropriate,  with respect to each Property and (b) each Property to comply with
all applicable Legal Requirements.


                                   ARTICLE XIV

      14.1 Public Liability and Workers' Compensation Insurance.

           During the Term for each Property, Lessee shall procure and carry, at
Lessee's  sole cost and  expense,  commercial  general  liability  and  umbrella
liability  insurance  for claims for  injuries or death  sustained by persons or
damage to property  while on such Property or respecting  the Equipment and such
other public liability  coverages as are then  customarily  carried by similarly
situated companies conducting business similar to that conducted by Lessee. Such
insurance  shall be on terms  and in  amounts  that are no less  favorable  than
insurance  maintained by Lessee with respect to similar properties and equipment
that it owns and are then carried by  similarly  situated  companies  conducting
business  similar  to that  conducted  by Lessee,  and in no event  shall have a
minimum combined single limit per occurrence coverage (i) for commercial general
liability of less than  $1,000,000 and (ii) for umbrella  liability of less than
$10,000,000. The policies shall name Lessee as the insured and shall be endorsed
to name Lessor, the Holders,  the Agent and the Lenders as additional  insureds.
The  policies  shall  also  specifically  provide  that such  policies  shall be
considered  primary  insurance which shall apply to any loss or claim before any
contribution by any insurance which Lessor,  any Holder, the Agent or any Lender
may have in force. In the operation of the Properties,  Lessee shall comply with
applicable workers' compensation laws and protect Lessor, each Holder, the Agent
and each Lender against any liability under such laws.

      14.2 Permanent Hazard and Other Insurance.

           (a)  During  the Term for  each  Property,  Lessee  shall  keep  such
      Property  insured  against all risk of physical loss or damage by fire and
      other  risks  and  shall  maintain   builders'   risk   insurance   during
      construction of any  Improvements or Modifications in each case in amounts
      no less than the then current replacement value of such Property (assuming
      that such  Property  was in the  condition  required  by the terms of this
      Lease  immediately  prior to such  loss) and on terms that (i) are no less
      favorable than insurance covering other similar properties owned by Lessee
      and (ii) are then  carried  by  similarly  situated  companies  conducting
      business  similar to that  conducted by Lessee.  The  policies  shall name
      Lessee as the  insured  and shall be endorsed to name Lessor and the Agent
      (on behalf of the Lenders and the Holders) as a named  additional  insured
      and  lender  loss  payee,  to the  extent of their  respective  interests;
      provided,  so long as no Event of Default  exists,  any loss payable under
      the  insurance  policies  required  by  this  Section  for  losses  up  to
      $1,000,000 per loss will be paid to Lessee.

           (b) If,  during the Term with respect to a Property the area in which
      such  Property is located is designated a  "flood-prone"  area pursuant to
      the  Flood  Disaster   Protection  Act  of  1973,  or  any  amendments  or
      supplements  thereto or is in a zone  designated A or V, then Lessee shall
      comply with the National Flood Insurance Program as set forth in the Flood
      Disaster  Protection  Act of 1973.  In addition,  Lessee will fully comply
      with the  requirements of the National Flood Insurance Act of 1968 and the
      Flood Disaster Protection Act of 1973, as each may be amended from time to
      time, and with any other Legal Requirement,  concerning flood insurance to
      the extent that it applies to any such Property.  During the Term,  Lessee
      shall,  in the  operation  and use of  each  Property,  maintain  workers'
      compensation  insurance consistent with that carried by similarly situated
      companies  conducting  business  similar to that  conducted  by Lessee and
      containing  minimum  liability  limits  of no less than  $100,000.  In the
      operation of each Property, Lessee shall comply with workers' compensation
      laws applicable to Lessee, and protect Lessor,  each Holder, the Agent and
      each Lender against any liability under such laws.

      14.3 Coverage.

           (a) As of the date of this Lease and annually  thereafter  during the
      Term,  Lessee  shall  furnish the Agent (on behalf of Lessor and the other
      beneficiaries of such insurance  coverage) with  certificates  prepared by
      the insurers or insurance broker of Lessee showing the insurance  required
      under  Sections  14.1 and 14.2 to be in  effect,  naming (to the extent of
      their respective interests) Lessor, the Holders, the Agent and the Lenders
      as  additional   insureds  and  loss  payees  and   evidencing  the  other
      requirements  of this Article XIV. All such insurance shall be at the cost
      and expense of Lessee and provided by nationally  recognized,  financially
      sound insurance companies having an A+ or better rating by A.M. Best's Key
      Rating Guide.  Lessee shall cause such certificates to include a provision
      for thirty (30) days' advance  written  notice by the insurer to the Agent
      (on  behalf  of  Lessor  and the  other  beneficiaries  of such  insurance
      coverage)  in the event of  cancellation  or material  alteration  of such
      insurance.  If an Event of Default has occurred and is continuing  and the
      Agent (on behalf of Lessor and the other  beneficiaries  of such insurance
      coverage)  so requests,  Lessee  shall  deliver to the Agent (on behalf of
      Lessor and the other  beneficiaries of such insurance  coverage) copies of
      all insurance policies required by Sections 14.1 and 14.2.

           (b) Lessee agrees that the insurance  policy or policies  required by
      Sections  14.1,  14.2(a) and 14.2(b) shall include an  appropriate  clause
      pursuant  to  which  any such  policy  shall  provide  that it will not be
      invalidated should Lessee or any Contractor, as the case may be, waive, at
      any time,  any or all  rights of  recovery  against  any party for  losses
      covered by such policy or due to any breach of  warranty,  fraud,  action,
      inaction or  misrepresentation by Lessee or any Person acting on behalf of
      Lessee.  Lessee hereby waives any and all such rights against Lessor,  the
      Holders,  the Agent and the Lenders to the extent of payments  made to any
      such Person under any such policy.

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

           (d)  Lessee  shall  pay as  they  become  due  all  premiums  for the
      insurance  required  by Section  14.1 and  Section  14.2,  shall  renew or
      replace  each policy  prior to the  expiration  date  thereof or otherwise
      maintain  the  coverage  required  by such  Sections  without any lapse in
      coverage.


                                   ARTICLE XV

      15.1 Casualty and Condemnation.

           (a)  Subject  to the  provisions  of the  Agency  Agreement  and this
      Article XV and Article XVI (in the event Lessee delivers,  or is obligated
      to deliver or is deemed to have  delivered,  a  Termination  Notice),  and
      prior to the  occurrence  and  continuation  of a  Default  or an Event of
      Default,   Lessee  shall  be  entitled  to  receive  (and  Lessor   hereby
      irrevocably  assigns to Lessee all of Lessor's  right,  title and interest
      in) any condemnation proceeds,  award,  compensation or insurance proceeds
      under  Sections  14.2(a) or 14.2(b)  hereof to which  Lessee or Lessor may
      become entitled by reason of their respective  interests in a Property (i)
      if all or a portion of such  Property is damaged or  destroyed in whole or
      in part by a  Casualty  or (ii) if the use,  access,  occupancy,  easement
      rights or title to such  Property or any part  thereof is the subject of a
      Condemnation; provided, however, if a Default or an Event of Default shall
      have  occurred  and  be  continuing  or if  such  award,  compensation  or
      insurance proceeds shall exceed $1,000,000,  then such award, compensation
      or insurance  proceeds shall be paid directly to Lessor or, if received by
      Lessee,  shall be held in trust  for  Lessor,  and  shall be paid  over by
      Lessee to Lessor and held in accordance with the terms of this Article XV.
      All amounts held by Lessor hereunder on account of any award, compensation
      or  insurance  proceeds  either paid  directly to Lessor or turned over to
      Lessor  shall  be  held  as  security  for  the  performance  of  Lessee's
      obligations  hereunder and under the other  Operative  Agreements and when
      all such obligations of Lessee with respect to such matters (and all other
      obligations  of Lessee  which should have been  satisfied  pursuant to the
      Operative Agreements as of such date) have been satisfied,  all amounts so
      held by Lessor shall be paid over to Lessee.

           (b)  Lessee  may  appear in any  proceeding  or action to  negotiate,
      prosecute,  adjust or appeal  any claim  for any  award,  compensation  or
      insurance  payment on account of any such  Casualty  or  Condemnation  and
      shall pay all expenses thereof.  At Lessee's  reasonable  request,  and at
      Lessee's sole cost and expense,  Lessor and the Agent shall participate in
      any such  proceeding,  action,  negotiation,  prosecution  or  adjustment.
      Lessor and Lessee agree that this Lease shall control the rights of Lessor
      and Lessee in and to any such award, compensation or insurance payment.

           (c) If Lessee shall receive notice of a Casualty or a Condemnation of
      a Property or any interest  therein where damage to the affected  Property
      is estimated to equal or exceed twenty-five  percent (25%) of the Property
      Cost of such Property, Lessee shall give notice thereof to Lessor promptly
      after  Lessee's  receipt of such  notice.  In the event such a Casualty or
      Condemnation  occurs  (regardless of whether Lessee gives notice thereof),
      then  Lessee  shall be deemed to have  delivered a  Termination  Notice to
      Lessor and the provisions of Sections 16.1 and 16.2 shall apply.

           (d) In the  event of a  Casualty  or a  Condemnation  (regardless  of
      whether  notice  thereof must be given  pursuant to paragraph  (c)),  this
      Lease  shall  terminate  with  respect  to  the  applicable   Property  in
      accordance with Section 16.1 if Lessee, within thirty (30) days after such
      occurrence, delivers to Lessor a notice to such effect.

           (e) If pursuant  to this  Section  15.1 this Lease shall  continue in
      full force and effect following a Casualty or Condemnation with respect to
      the affected Property, Lessee shall, at its sole cost and expense (subject
      to  reimbursement  in  accordance  with  Section  15.1(a))   promptly  and
      diligently  repair any damage to the  applicable  Property  caused by such
      Casualty or Condemnation  in conformity with the  requirements of Sections
      10.1  and  11.1,   using  the  as-built   Plans  and   Specifications   or
      manufacturer's  specifications for the applicable Improvements,  Equipment
      or other components of the applicable Property (as modified to give effect
      to any subsequent Modifications, any Condemnation affecting the applicable
      Property  and all  applicable  Legal  Requirements),  so as to restore the
      applicable  Property to the same or a greater  remaining  economic  value,
      useful  life,  utility,  condition,  operation  and  function  as  existed
      immediately   prior  to  such  Casualty  or  Condemnation   (assuming  all
      maintenance  and repair  standards  have been  satisfied).  In such event,
      title to the applicable Property shall remain with Lessor.

           (f) In no event  shall a Casualty  or  Condemnation  affect  Lessee's
      obligations to pay Rent pursuant to Article III.

           (g)  Notwithstanding  anything to the  contrary  set forth in Section
      15.1(a) or Section 15.1(e),  if during the Term with respect to a Property
      a Casualty  occurs with respect to such Property or Lessee receives notice
      of a  Condemnation  with  respect to such  Property,  and  following  such
      Casualty or  Condemnation,  the applicable  Property cannot  reasonably be
      restored,  repaired or  replaced  on or before the day one hundred  eighty
      (180) days prior to the Expiration  Date or the date nine (9) months after
      the  occurrence  of such  Casualty or  Condemnation  (if such  Casualty or
      Condemnation  occurs  during the Term) to the same or a greater  remaining
      economic value, useful life, utility, condition, operation and function as
      existed  immediately prior to such Casualty or Condemnation  (assuming all
      maintenance and repair standards have been satisfied) or on or before such
      day such Property is not in fact so restored,  repaired or replaced,  then
      Lessee shall be required to exercise its Purchase Option for such Property
      on the next  Payment  Date  (notwithstanding  the limits on such  exercise
      contained in Section 20.2) and pay Lessor the  Termination  Value for such
      Property; provided, if any Default or Event of Default has occurred and is
      continuing,  Lessee shall also promptly (and in any event within three (3)
      Business Days) pay Lessor any award,  compensation  or insurance  proceeds
      received on account of any  Casualty or  Condemnation  with respect to any
      Property;  provided,  further,  that if no Default or Event of Default has
      occurred and is continuing,  any Excess  Proceeds shall be paid to Lessee.
      If a Default or an Event of Default has occurred and is continuing and any
      Loans,  Holder  Advances or other amounts are owing with respect  thereto,
      then any Excess Proceeds (to the extent of any such Loans, Holder Advances
      or other amounts owing with respect thereto) shall be paid to Lessor, held
      as security for the  performance  of Lessee's  obligations  hereunder  and
      under the other Operative  Agreements and applied to such obligations upon
      the exercise of remedies in connection  with the occurrence of an Event of
      Default,  with the  remainder  of such  Excess  Proceeds in excess of such
      Loans,  Holder Advances and other amounts owing with respect thereto being
      distributed to the Lessee.

      15.2 Environmental Matters.

           Promptly upon Lessee's actual  knowledge of the presence of Hazardous
Substances in any portion of any Property or Properties  in  concentrations  and
conditions  that  constitute  an  Environmental  Violation  and  which,  in  the
reasonable  opinion  of  Lessee,  the cost to  undertake  any  legally  required
response,  clean up,  remedial or other action will or might result in a cost to
Lessee of more than  $50,000,  Lessee  shall  notify  Lessor in  writing of such
condition.  In the event of any Environmental  Violation  (regardless of whether
notice  thereof must be given),  Lessee  shall,  not later than thirty (30) days
after  Lessee has  actual  knowledge  of such  Environmental  Violation,  either
deliver to Lessor a Termination  Notice with respect to the applicable  Property
or Properties pursuant to Section 16.1, if applicable, or, at Lessee's sole cost
and expense,  promptly and  diligently  undertake  and  diligently  complete any
response,  clean up, remedial or other action (including  without limitation the
pursuit by Lessee of  appropriate  action  against  any  off-site or third party
source  for  contamination)  necessary  to  remove,  cleanup  or  remediate  the
Environmental  Violation in accordance  with all  Environmental  Laws.  Any such
undertaking  shall be timely  completed  in  accordance  with  prudent  industry
standards.  If Lessee does not deliver a Termination Notice with respect to such
Property  pursuant to Section 16.1,  Lessee shall,  upon  completion of remedial
action by Lessee, cause to be prepared by a reputable  environmental  consultant
acceptable to Lessor a report  describing  the  Environmental  Violation and the
actions  taken by Lessee  (or its  agents)  in  response  to such  Environmental
Violation,  and a statement by the consultant that the  Environmental  Violation
has been remedied in full compliance with applicable Environmental Law. Not less
than sixty (60) days prior to any time that  Lessee  elects to cease  operations
with respect to any  Property or to remarket  any  Property  pursuant to Section
20.1 hereof or any other  provision of any  Operative  Agreement,  Lessee at its
expense  shall  cause to be  delivered  to Lessor a Phase I  environmental  site
assessment  respecting such Property recently prepared (no more than thirty (30)
days prior to the date of delivery) by an  independent  recognized  professional
acceptable to Lessor in its reasonable discretion and in form, scope and content
satisfactory to Lessor in its reasonable  discretion.  Notwithstanding any other
provision  of any  Operative  Agreement,  if  Lessee  fails to  comply  with the
foregoing obligation regarding the Phase I environmental site assessment, Lessee
shall be obligated to purchase such Property for its Termination Value and shall
not be permitted to exercise  (and Lessor shall have no  obligation to honor any
such exercise) any rights under any Operative Agreement regarding a sale of such
Property to a Person other than Lessee.

      15.3 Notice of Environmental Matters.

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


                                   ARTICLE XVI

      16.1 Termination Upon Certain Events.

           If Lessee  has  delivered,  or is deemed to have  delivered,  written
notice of a termination of this Lease with respect to the applicable Property to
Lessor  in the form  described  in  Section  16.2(a)  (a  "Termination  Notice")
pursuant  to the  provisions  of  this  Lease,  then  following  the  applicable
Casualty,  Condemnation or Environmental  Violation,  this Lease shall terminate
with respect to the affected Property on the applicable Termination Date.

      16.2 Procedures.

           (a) A Termination Notice shall contain:  (i) notice of termination of
      this Lease with  respect to the  affected  Property on a Payment  Date not
      more than  sixty  (60) days after  Lessor's  receipt  of such  Termination
      Notice  (the  "Termination  Date");  and (ii) a  binding  and  irrevocable
      agreement  of  Lessee  to pay the  Termination  Value  for the  applicable
      Property and purchase such Property on such Termination Date.

           (b)  On  each  Termination  Date,  Lessee  shall  pay to  Lessor  the
      Termination  Value for the  applicable  Property,  and Lessor shall convey
      such  Property or the  remaining  portion  thereof,  if any, to Lessee (or
      Lessee's designee), all in accordance with Section 20.2.


                                  ARTICLE XVII

      17.1 Lease Events of Default.

           If any one (1) or more of the  following  events (each a "Lease Event
of Default") shall occur:

           (a) Lessee  shall fail to make  payment of (i) any Basic Rent (except
      as set  forth in clause  (ii))  within  three (3) days  after the same has
      become due and payable or (ii) any Termination Value, on the date any such
      payment is due and payable,  or any payment of Basic Rent or  Supplemental
      Rent due on the due date of any such payment of Termination  Value, or any
      amount due on the Expiration Date;

           (b) Lessee shall fail to make payment of any Supplemental Rent (other
      than  Supplemental  Rent referred to in Section  17.1(a)(ii)) or any other
      Credit  Party  shall  fail to make any  payment  of any  amount  under any
      Operative Agreement which has become due and payable within three (3) days
      after receipt of notice that such payment is due;

           (c) Lessee  shall fail to maintain  insurance  as required by Article
      XIV of this Lease or to deliver  any  requisite  annual  certificate  with
      respect  thereto within ten (10) days of the date such  certificate is due
      under the terms hereof;

           (d) (i) Lessee  shall fail to observe or perform any term,  covenant,
      obligation  or  condition of Lessee  under this Lease  (including  without
      limitation the Incorporated Covenants) or any other Operative Agreement to
      which  Lessee is a party other than those set forth in  Sections  17.1(a),
      (b) or (c)  hereof,  or any other  Credit  Party  shall fail to observe or
      perform any term,  covenant,  obligation or condition of such Credit Party
      under any  Operative  Agreement  other  than  those  set forth in  Section
      17.1(b)  hereof and such failure  shall  continue for twenty (20) days (or
      with respect to the  Incorporated  Covenants,  the grace  period,  if any,
      applicable  thereto)  after  notice  thereof to the Lessee or such  Credit
      Party, or (ii) any  representation or warranty made by Lessee or any other
      Credit Party set forth in this Lease  (including  without  limitation  the
      Incorporated  Representation  and  Warranties)  or in any other  Operative
      Agreement  or in any  document  entered  into in  connection  herewith  or
      therewith or in any document,  certificate or financial or other statement
      delivered in connection herewith or therewith shall be false or inaccurate
      in any material way when made;

           (e) An Agency  Agreement  Event of Default shall have occurred and be
      continuing;

           (f) The default of any Credit Party in the payment or  performance of
      any  terms of (i) any  lease of a Health  Care  Facility  or  Indebtedness
      secured by real property,  whether now or hereafter  entered into, or (ii)
      any other  obligation or indebtedness to another of Five Hundred  Thousand
      Dollars ($500,000) or more, whether now or hereafter incurred;

           (g)  [Intentionally Omitted];

           (h)  [Intentionally Omitted];

           (i)  [Intentionally Omitted];

           (j)  [Intentionally Omitted];

           (k) Any report, certificate,  financial statement or other instrument
      delivered  to Lessor by or on behalf of any Credit  Party  pursuant to the
      terms  of  this  Lease  or any  other  Operative  Agreement  is  false  or
      misleading in any material respect when made or delivered;

           (l) Any Lessee Credit  Agreement Event of Default shall have occurred
      and be continuing and shall not have been waived;

           (m) If any Credit  Party  becomes  insolvent,  bankrupt or  generally
      fails  to pay its  debts  as such  debts  become  due;  or is  adjudicated
      insolvent  or  bankrupt;  or admits in writing  its  inability  to pay its
      debts;  or  shall  suffer  a  custodian,  receiver  or  trustee  for it or
      substantially all of its property to be appointed and if appointed without
      its  consent,  not be  discharged  within  thirty  (30) days;  or makes an
      assignment for the benefit of creditors;  or suffers proceedings under any
      law related to bankruptcy,  insolvency, liquidation or the reorganization,
      readjustment  or the relief of debtors to be instituted  against it and if
      contested by it not  dismissed or stayed  within  thirty (30) days;  or if
      proceedings under any law related to bankruptcy, insolvency,  liquidation,
      or the reorganization, readjustment or the relief of debtors is instituted
      or  commenced by any Credit  Party;  of if any order for relief is entered
      relating to any of the foregoing proceedings; or if any Credit Party shall
      call a meeting of its creditors  with a view to arranging a composition or
      adjustment  of its  debts;  or if any  Credit  Party  shall  by any act or
      failure to act indicate its consent to, approval of or acquiescence in any
      of the foregoing;

           (n) If (i) any person or group within the meaning of Section 13(d)(3)
      of the  Securities  Exchange Act of 1934,  as amended (the "1934 Act") and
      the  rules  and  regulations  promulgated  thereunder  (other  that (x) J.
      Stephen Eaton and members of his immediate family or trust for the benefit
      of such  family  members,  (y) South  Atlantic  Venture  Fund II,  Limited
      Partnership and South Atlantic Venture Fund III, Limited Partnership,  and
      (z) Welsh,  Carson,  Anderson & Stowe VI, L.P., WCAS Capital  Partners II,
      L.P.,  WCAS Health Care  Partners,  L.P. and CID Equity Capital III, L.P.)
      shall have beneficial  ownership  (within the meaning of Rule 13d-3 of the
      1934 Act),  directly  or  indirectly,  of  securities  of Lessee (or other
      securities  convertible into such securities  within the time specified in
      Rule 13d-3 of the 1934 Act)  representing ten percent (10%) or more of the
      combined  voting power of all securities of Lessee entitled to vote in the
      election of directors (hereinafter called a "Controlling Person"); or (ii)
      a majority of the board of  directors of Lessee shall cease for any reason
      to consist  of (A)  individuals  who on the date  hereof  were  serving as
      directors of any Credit Party and (B) individuals who subsequently  become
      members of the Board if such  individuals'  nominations  for  election  or
      elections  to the Board are  recommended  or approved by a majority of the
      Board of Directors of Lessee.  For purposes of clause (i) above,  a person
      or group shall not be a  Controlling  Person if such person or group holds
      voting power in good faith, and not for the purpose of circumventing  this
      Paragraph 17.1 (n) as an agent, bank, broker, nominee,  trustee, or holder
      of revocable  proxies given in response to a solicitation  pursuant to the
      1934 Act, for one or more beneficial owners who do not individually, or if
      they are a group  acting in  concert,  as a group,  have the voting  power
      specified in clause (i) above;

           (o) If J. Stephen Eaton shall cease to be Chief Executive  Officer of
      Lessee, provided that if such cessation of service is as a result of death
      or  permanent  disability  then there  shall be no Lease  Event of Default
      under this Section  17.1(o) if a  replacement  is named within thirty (30)
      days of such death or permanent  disability and Majority  Secured  Parties
      have not  given  written  notice  to  Lessee  of their  objection  to such
      replacement within fifteen (15) days after such naming;

           (p) Any  Operative  Agreement  shall  cease to be in full  force  and
effect;

           (q) Except as to any Credit  Party which is  released  in  connection
      with the Operative  Agreements,  the guaranty given by any Guarantor under
      the Participation  Agreement or any material provision thereof shall cease
      to be in full force and effect,  or any  Guarantor or any Person acting by
      or on behalf of such Guarantor  shall deny or disaffirm  such  Guarantor's
      obligations under such guaranty, or any Guarantor shall default in the due
      performance  or observance of any term,  covenant or agreement on its part
      to be performed or observed pursuant to any guaranty;

           (r) If any Credit  Party  shall  default in or fail to observe at any
      test date the covenants set forth in Paragraph 5.9(a)(ii), Paragraphs 5.15
      through 5.17 of the Lessee  Credit  Agreement or Section Six of the Lessee
      Credit Agreement (in each case as such have been incorporated by reference
      into this Lease pursuant to Section 28.1);

           (s) If Lessee shall cease to own directly or  indirectly  one hundred
      percent (100%) of each other Credit Party;

           (t) If custody or control of any substantial  part of the property of
      any Credit Party shall be assumed by any governmental  agency or any court
      of competent  jurisdiction at the instance of any governmental  agency; if
      any  License  to  operate a Health  Care  Facility  or any other  material
      License  shall  be  suspended,  revoked,  not  renewed  at  expiration  or
      otherwise  terminated  (other than suspensions of Licenses that do not and
      are not reasonably expected to prevent the legal operation of the affected
      Health Care Facility,  affect the ability of the Credit Parties to receive
      reimbursement  with  respect  to  such  operations,  or  otherwise  have a
      Material Adverse Effect); or if any governmental  regulatory  authority or
      judicial  body shall  make any other  final  non-appealable  determination
      which, in any of the foregoing instances,  might reasonably be expected to
      have a Material Adverse Effect;

           (u) If judgment,  writ, warrant or attachment or execution or similar
      process  which calls for payment or presents  liability  in excess of Five
      Hundred  Thousand Dollars  ($500,000) shall be rendered,  issued or levied
      against any Credit Party or its respective property and such process shall
      not be paid, waived, stayed, vacated,  discharged,  settled,  satisfied or
      fully bonded within sixty (60) days after its issuance or levy;

           (v) If any event or  condition  shall occur or exist with  respect to
      any  activity  or  substance  regulated  under the  Environmental  Control
      Statutes and as a result of such event or  condition,  Credit  Parties (or
      any of them)  have  incurred  or in the  opinion of the  Majority  Secured
      Parties are  reasonably  likely to incur a  liability  or  liabilities  in
      excess of Five Hundred Thousand Dollars  ($500,000) during any consecutive
      twelve (12) month period;

then,  in any such  event,  Lessor  may,  in  addition  to the other  rights and
remedies  provided for in this Article XVII and in Section 18.1,  terminate this
Lease by  giving  Lessee  five (5) days  notice of such  termination  (provided,
notwithstanding  the foregoing,  this Lease shall be deemed to be  automatically
terminated  without the giving of notice upon the occurrence of a Lease Event of
Default under Sections 17.1(g), (h) or (i)), and this Lease shall terminate, and
all rights of Lessee under this Lease shall cease.  Lessee shall, to the fullest
extent  permitted  by law,  pay as  Supplemental  Rent all  costs  and  expenses
incurred  by or on behalf of Lessor  or any  other  Financing  Party,  including
without limitation  reasonable fees and expenses of counsel,  as a result of any
Lease Event of Default hereunder.

      A POWER OF SALE HAS BEEN GRANTED IN THIS LEASE.  A POWER OF SALE MAY ALLOW
LESSOR TO TAKE THE PROPERTIES AND SELL THE PROPERTIES  WITHOUT GOING TO COURT IN
A FORECLOSURE ACTION UPON THE OCCURRENCE OF A LEASE EVENT OF DEFAULT.

      17.2 Surrender of Possession.

           If a Lease Event of Default  shall have  occurred and be  continuing,
and  whether or not this Lease  shall have been  terminated  pursuant to Section
17.1,  Lessee shall,  upon thirty (30) days written notice,  surrender to Lessor
possession of the Properties. Lessor may enter upon and repossess the Properties
by such means as are  available at law or in equity,  and may remove  Lessee and
all other Persons and any and all personal  property and Lessee's  equipment and
personalty and severable Modifications from the Properties. Lessor shall have no
liability  by reason of any such entry,  repossession  or removal  performed  in
accordance with applicable law. Upon the written demand of Lessor,  Lessee shall
return the Properties  promptly to Lessor, in the manner and condition  required
by, and otherwise in accordance with the provisions of, Section 22.1(c) hereof.

      17.3 Reletting.

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

      17.4 Damages.

           Neither  (a) the  termination  of this  Lease as to all or any of the
Properties  pursuant to Section 17.1; (b) the  repossession of all or any of the
Properties; nor (c) the failure of Lessor to relet all or any of the Properties,
the  reletting  of all or any  portion  thereof,  nor the  failure  of Lessor to
collect or receive any rentals due upon any such reletting, shall relieve Lessee
of its  liabilities and  obligations  hereunder,  all of which shall survive any
such termination, repossession or reletting. If any Lease Event of Default shall
have occurred and be continuing  and  notwithstanding  any  termination  of this
Lease  pursuant to Section 17.1,  Lessee shall  forthwith pay to Lessor all Rent
and other sums due and payable hereunder to and including without limitation the
date of such  termination.  Thereafter,  on the days on which the Basic  Rent or
Supplemental  Rent,  as  applicable,  are payable under this Lease or would have
been payable  under this Lease if the same had not been  terminated  pursuant to
Section  17.1 and until the end of the Term  hereof or what  would have been the
Term in the absence of such  termination,  Lessee  shall pay Lessor,  as current
liquidated  damages (it being agreed that it would be  impossible  accurately to
determine  actual  damages) an amount  equal to the Basic Rent and  Supplemental
Rent that are  payable  under this  Lease or would  have been  payable by Lessee
hereunder if this Lease had not been  terminated  pursuant to Section 17.1, less
the net proceeds,  if any, which are actually received by Lessor with respect to
the period in question of any reletting of any Property or any portion  thereof;
provided,   that  Lessee's  obligation  to  make  payments  of  Basic  Rent  and
Supplemental  Rent under this Section 17.4 shall continue only so long as Lessor
shall not have received the amounts  specified in Section  17.6. In  calculating
the amount of such net proceeds from  reletting,  there shall be deducted all of
Lessor's,  any  Holder's,  the Agent's and any Lender's  reasonable  expenses in
connection therewith, including without limitation repossession costs, brokerage
or sales commissions,  fees and expenses for counsel and any necessary repair or
alteration costs and expenses incurred in preparation for such reletting. To the
extent Lessor  receives any damages  pursuant to this Section 17.4, such amounts
shall be  regarded  as  amounts  paid on account  of Rent.  Lessee  specifically
acknowledges  and agrees that its  obligations  under this Section 17.4 shall be
absolute and  unconditional  under any and all  circumstances  and shall be paid
and/or  performed,  as the case may be, without notice or demand and without any
abatement,  reduction,  diminution,  setoff, defense, counterclaim or recoupment
whatsoever.

      17.5 Power of Sale.

           Without  limiting any other remedies set forth in this Lease,  in the
event that a court of competent jurisdiction rules that this Lease constitutes a
mortgage,  deed of trust or other  secured  financing  as is the  intent  of the
parties,  then  Lessor and Lessee  agree that  Lessee has  granted,  pursuant to
Section 7.1(b) hereof and each Lease  Supplement,  a Lien against the Properties
WITH POWER OF SALE, and that,  upon the occurrence and during the continuance of
any Lease Event of Default,  Lessor shall have the power and  authority,  to the
extent  provided  by law,  after  prior  notice and lapse of such time as may be
required  by law,  to  foreclose  its  interest  (or cause such  interest  to be
foreclosed) in all or any part of the Properties.

      17.6 Final Liquidated Damages.

           If a Lease Event of Default  shall have  occurred and be  continuing,
whether or not this Lease shall have been  terminated  pursuant to Section  17.1
and whether or not Lessor shall have  collected any current  liquidated  damages
pursuant to Section 17.4,  Lessor shall have the right to recover,  by demand to
Lessee and at  Lessor's  election,  and Lessee  shall pay to Lessor,  as and for
final liquidated damages, but exclusive of the indemnities payable under Section
11  of  the  Participation  Agreement  (which,  if  requested,   shall  be  paid
concurrently),  and in lieu of all current liquidated damages beyond the date of
such demand (it being agreed that it would be impossible accurately to determine
actual  damages) the  Termination  Value.  Upon payment of the amount  specified
pursuant to the first sentence of this Section 17.6, Lessee shall be entitled to
receive from Lessor,  either at Lessee's request or upon Lessor's  election,  in
either case at Lessee's cost, an assignment of Lessor's entire right,  title and
interest  in and  to  the  Properties,  Improvements,  Fixtures,  Modifications,
Equipment  and all  components  thereof,  in each  case in  recordable  form and
otherwise in conformity with local custom and free and clear of the Lien of this
Lease (including without limitation the release of any memoranda of Lease and/or
the Lease Supplement recorded in connection therewith) and any Lessor Liens. The
Properties  shall be  conveyed  to Lessee  "AS-IS,  WHERE-IS"  and in their then
present physical condition. If any statute or rule of law shall limit the amount
of such final  liquidated  damages to less than the amount  agreed upon,  Lessor
shall be entitled to the maximum amount  allowable under such statute or rule of
law; provided, however, Lessee shall not be entitled to receive an assignment of
Lessor's interest in the Properties, the Improvements,  Fixtures, Modifications,
Equipment or the  components  thereof  unless Lessee shall have paid in full the
Termination  Value.  Lessee  specifically   acknowledges  and  agrees  that  its
obligations  under this Section 17.6 shall be absolute and  unconditional  under
any and all circumstances  and shall be paid and/or  performed,  as the case may
be, without notice or demand and without any abatement,  reduction,  diminution,
setoff, defense, counterclaim or recoupment whatsoever.

      17.7 Environmental Costs.

           If a Lease Event of Default  shall have  occurred and be  continuing,
and  whether or not this Lease  shall have been  terminated  pursuant to Section
17.1,  Lessee  shall pay  directly to any third party (or at Lessor's  election,
reimburse Lessor) for the cost of any environmental  testing and/or  remediation
work  undertaken  respecting  any  Property,  as such  testing or work is deemed
appropriate in the reasonable  judgment of Lessor.  Lessee shall pay all amounts
referenced in the  immediately  preceding  sentence  within ten (10) days of any
request by Lessor for such  payment.  The  provisions of this Section 17.7 shall
not limit the  obligations  of Lessee under any  Operative  Agreement  regarding
indemnification obligations, environmental testing, remediation and/or work.

      17.8 Waiver of Certain Rights.

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

      17.9 Assignment of Rights Under Contracts.

           If a Lease Event of Default  shall have  occurred and be  continuing,
and  whether or not this Lease  shall have been  terminated  pursuant to Section
17.1,  Lessee shall upon Lessor's demand  immediately  assign,  transfer and set
over  to  Lessor  all of  Lessee's  right,  title  and  interest  in and to each
agreement  executed by Lessee in connection with the acquisition,  installation,
testing,  use,  development,   construction,   operation,  maintenance,  repair,
refurbishment and restoration of the Properties  (including  without  limitation
all  right,  title  and  interest  of  Lessee  with  respect  to  all  warranty,
performance,  service and indemnity  provisions),  as and to the extent that the
same  relate  to  the  acquisition,  installation,  testing,  use,  development,
construction,  operation,  maintenance, repair, refurbishment and restoration of
the Properties or any of them.

      17.10Remedies Cumulative.

           The remedies  herein  provided shall be cumulative and in addition to
(and not in  limitation  of) any  other  remedies  available  at law,  equity or
otherwise, including without limitation any mortgage foreclosure remedies.


                                  ARTICLE XVIII

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

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


                                   ARTICLE XIX

      19.1 Provisions Relating to Lessee's Exercise of its Purchase Option.

           Subject to Section 19.2, in connection  with any  termination of this
Lease with respect to any Property  pursuant to the terms of Section 16.2, or in
connection with Lessee's exercise of its Purchase Option, upon the date on which
this Lease is to  terminate  with  respect to any  Property,  and upon tender by
Lessee of the  amounts  set forth in Sections  16.2(b) or 20.2,  as  applicable,
Lessor shall execute and deliver to Lessee (or to Lessee's designee) at Lessee's
cost and expense an  assignment  (by deed or other  appropriate  instrument)  of
Lessor's entire  interest in such Property,  in each case in recordable form and
otherwise in conformity with local custom and free and clear of any Lessor Liens
attributable to Lessor but without any other  warranties (of title or otherwise)
from Lessor. Such Property shall be conveyed to Lessee "AS-IS, "WHERE-IS" and in
then present physical condition.

      19.2 No Purchase or Termination With Respect to Less than
All of a Property.

      Lessee shall not be entitled to exercise  its Purchase  Option or the Sale
Option separately with respect to a portion of any Property  consisting of Land,
Equipment, Improvements and/or any interest pursuant to a Ground Lease but shall
be required to exercise its  Purchase  Option or the Sale Option with respect to
an entire Property.


                                   ARTICLE XX

      20.1 Purchase Option or Sale Option-General Provisions.

           Not less  than one  hundred  twenty  (120)  days and no more than one
hundred  eighty  (180)  days prior to the  Expiration  Date or  (respecting  the
Purchase Option only) any Payment Date (such Expiration Date or,  respecting the
Purchase Option only, any such Payment Date being hereinafter referred to as the
"Election  Date"),  Lessee  may give  Lessor  irrevocable  written  notice  (the
"Election  Notice") that Lessee is electing to exercise  either (a) with respect
to an Election  Notice  given in  connection  with any Payment Date prior to the
Expiration Date only, the option to purchase one or more  Properties;  provided,
Lessee  may not make the  election  under  this  Section  20.1(a)  unless (i) no
Default or Event of Default shall have occurred and be continuing, either at the
date any such  election is made or at the  applicable  Election Date (other than
those  that will be cured by the  payment of the  Termination  Value for all the
Properties)  and  (ii)  the  aggregate  Property  Cost of all  Properties  to be
purchased on the  applicable  Election Date plus the aggregate  Property Cost of
all Properties previously purchased by Lessee and/or the Construction Agent from
Lessor  shall not  exceed an amount  (the  "Early  Purchase  Cap")  equal to the
product of (A) the  aggregate  Property  Cost (up to and  including the date any
such  Election Date is specified by Lessee) for all  Properties  then subject to
this Lease and all properties which were previously  Properties  subject to this
Lease (including without limitation any and all Properties  previously purchased
by Lessee and/or the Construction  Agent) multiplied by (B) twenty-five  percent
(25%),  (b) with  respect to an Election  Notice  given in  connection  with the
Expiration  Date only,  the option to purchase  all,  but not less than all, the
Properties  on the  Expiration  Date or (c) with  respect to an Election  Notice
given in connection  with the Expiration  Date only, the option to remarket all,
but not less than all,  the  Properties  to a Person  other  than  Lessee or any
Affiliate  of  Lessee  and  cause a sale  of such  Properties  to  occur  on the
Expiration  Date pursuant to the terms of Section 22.1 (the "Sale  Option").  If
Lessee does not give an Election  Notice  indicating the Purchase  Option or the
Sale Option  within the  allotted  period of time prior to the  Expiration  Date
specified  above in this Section 20.1,  then unless such  Expiration Date is the
final Expiration Date to which the Term may be extended,  the term of this Lease
shall be extended in accordance with Section 2.2 hereof; if such Expiration Date
is the final  Expiration  Date,  then Lessee shall be deemed to have elected the
Purchase Option. If Lessee shall either (i) elect (or be deemed to have elected)
to exercise the Purchase  Option or (ii) elect the Sale Option and fail to cause
all, but not less than all, the  Properties  to be sold in  accordance  with the
terms of Section 22.1 on the Expiration Date, then in either case,  Lessee shall
pay to Lessor on the applicable Election Date an amount equal to the Termination
Value for all, but not less than all, the  Properties  (which the parties do not
intend to be a  "bargain"  purchase)  and,  upon  receipt  of such  amounts  and
satisfaction  of such  obligations,  Lessor  shall  transfer  to  Lessee  all of
Lessor's  right,  title and  interest in and to all,  but not less than all, the
Properties in accordance with Section 20.2.

           If Lessor, in its sole discretion,  permits Lessee to purchase one or
more  Properties  prior to the  Expiration  Date in excess of the Early Purchase
Cap,  then such  purchase  shall occur on an Election  Date.  On or prior to the
applicable  Election  Date,  Lessee  shall  provide  to  Lessor  and  the  Agent
Appraisals for Properties which remain subject to this Lease after such Election
Date evidencing an aggregate  appraised value of such Properties  equal to or in
excess of seventy-five percent (75%) of the aggregate Property Cost.

      20.2 Lessee Purchase Option.

           Provided,  no Default or Event of Default  shall have occurred and be
continuing  (other  than  those  that  will  be  cured  by  the  payment  of the
Termination Value for all the Properties) and provided, that the Election Notice
has been  appropriately  given  specifying  the  Purchase  Option,  Lessee shall
purchase (x) (in the case of Lessee's  election of the Purchase Option on a date
prior to the  Expiration  Date) the  Properties  designated for purchase in such
election and (y) (in the case of Lessee's election of the Purchase Option on the
Expiration  Date) all the Properties on the Expiration  Date at a price equal to
the Termination Value for all the Properties (which the parties do not intend to
be a "bargain" purchase price).

           Subject to Section 19.2, in connection  with any  termination of this
Lease with respect to any Property  pursuant to the terms of Section 16.2, or in
connection with Lessee's exercise of its Purchase Option, upon the date on which
this Lease is to terminate with respect to a Property or all of the  Properties,
and upon tender by Lessee of the  amounts  set forth in Section  16.2(b) or this
Section 20.2, as applicable,  Lessor shall execute, acknowledge (where required)
and deliver to Lessee, at Lessee's cost and expense, each of the following:  (a)
a  termination  or assignment  (as  requested by the Lessee) of each  applicable
Ground Lease and special or limited  warranty Deeds  conveying each Property (to
the extent it is real property not subject to a Ground Lease) to Lessee free and
clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor
Liens;  (b) a Bill of Sale conveying each Property (to the extent it is personal
property)  to Lessee free and clear of the Lien of this  Lease,  the Lien of the
Credit  Documents  and any Lessor  Liens;  (c) any real estate tax  affidavit or
other  document  required by law to be executed and filed in order to record the
applicable Deed and/or the applicable Ground Lease  termination;  and (d) FIRPTA
affidavits.  All of the  foregoing  documentation  must be in form and substance
reasonably  satisfactory to Lessor. The applicable Property shall be conveyed to
Lessee "AS-IS, WHERE-IS" and in then present physical condition.

           If any  Property is the  subject of  remediation  efforts  respecting
Hazardous  Substances at the applicable Election Date which could materially and
adversely impact the Fair Market Sales Value of such Property (with  materiality
determined in Lessor's discretion), then Lessee shall be obligated to repurchase
each such Property pursuant to Section 20.2.

           On the  applicable  Election  Date on which  Lessee  has  elected  to
exercise its Purchase Option,  Lessee shall pay (or cause to be paid) to Lessor,
the  Agent  and all  other  parties,  as  appropriate,  the sum of all costs and
expenses incurred by any such party in connection with the election by Lessee to
exercise  its  Purchase  Option and all Rent and all other  amounts then due and
payable or accrued under this Lease and/or any other Operative Agreement.

      20.3 Third Party Sale Option.

           (a)  Provided,  that (i) no Default  or Event of  Default  shall have
      occurred  and  be  continuing  and  (ii)  the  Election  Notice  has  been
      appropriately given specifying the Sale Option,  Lessee shall undertake to
      cause a sale of the Properties on the Expiration Date (all as specified in
      the Election  Notice) in  accordance  with the  provisions of Section 22.1
      hereof.

           (b) In the event Lessee  exercises  the Sale Option then,  as soon as
      practicable  and in all  events not less than sixty (60) days prior to the
      Expiration  Date,  Lessee at its expense  shall cause to be  delivered  to
      Lessor a Phase I environmental  site assessment for each of the Properties
      recently  prepared  (no more than  thirty  (30) days old prior to the Sale
      Date) by an independent recognized  professional  reasonably acceptable to
      Lessor and in form, scope and content  reasonably  satisfactory to Lessor.
      In the event that Lessor shall not have received such  environmental  site
      assessment by the date sixty (60) days prior to the Expiration  Date or in
      the event that such environmental assessment shall reveal the existence of
      any material violation of Environmental Laws, other material Environmental
      Violation or potential material Environmental  Violation (with materiality
      determined  in each  case by Lessor in its  reasonable  discretion),  then
      Lessee on the  Expiration  Date shall pay to Lessor an amount equal to the
      Termination Value for all the Properties and any and all other amounts due
      and owing  hereunder.  Upon receipt of such payment and all other  amounts
      due under the Operative Agreements, Lessor shall transfer to Lessee all of
      Lessor's  right,  title  and  interest  in and to all  the  Properties  in
      accordance with Section 19.1.


                                   ARTICLE XXI

      21.1 [Intentionally Omitted].


                                  ARTICLE XXII

      22.1 Sale Procedure.

           (a) During the Marketing Period,  Lessee, on behalf of Lessor,  shall
      obtain bids for the cash purchase of all the Properties in connection with
      a sale to one (1) or more third party  purchasers to be consummated on the
      Expiration Date or such earlier date as is acceptable to the Agent and the
      Lessee (the "Sale  Date") for the highest  price  available,  shall notify
      Lessor promptly of the name and address of each prospective  purchaser and
      the cash price which each prospective  purchaser shall have offered to pay
      for each such  Property  and shall  provide  Lessor  with such  additional
      information  about the bids and the bid  solicitation  procedure as Lessor
      may reasonably request from time to time. All such prospective  purchasers
      must be Persons other than Lessee or any Affiliate of Lessee.  On the Sale
      Date,  Lessee  shall  pay (or  cause to be paid) to  Lessor  and all other
      parties,  as  appropriate,  the sum of all costs and expenses  incurred by
      Lessor and/or the Agent (as the case may be) in connection  with such sale
      of one or more  Properties,  all Rent and all other  amounts  then due and
      payable or accrued under this Lease and/or any other Operative Agreement.

           Lessor may reject any and all bids and may solicit and obtain bids by
      giving  Lessee  written  notice to that effect;  provided,  however,  that
      notwithstanding the foregoing, Lessor may not reject the bids submitted by
      Lessee if such bids,  in the  aggregate,  are greater than or equal to the
      sum of the Limited  Recourse Amount for all the Properties,  and represent
      bona fide  offers  from one (1) or more  third  party  purchasers.  If the
      highest price which a prospective purchaser or the prospective  purchasers
      shall have offered to pay for all the  Properties on the Sale Date is less
      than the sum of the Limited  Recourse  Amount for all the Properties or if
      such bids do not  represent  bona fide  offers  from one (1) or more third
      parties or if there are no bids, Lessor may elect to retain one or more of
      the Properties by giving Lessee prior written notice of Lessor's  election
      to retain the same, and promptly upon receipt of such notice, Lessee shall
      surrender, or cause to be surrendered, each of the Properties specified in
      such notice in accordance  with the terms and  conditions of Section 10.1.
      Upon  acceptance  of any bid,  Lessor  agrees,  at  Lessee's  request  and
      expense,  to execute a contract of sale with respect to such sale, so long
      as the same is  consistent  with the terms of this Article 22 and provides
      by its terms that it is nonrecourse to Lessor.

           Unless  Lessor  shall  have  elected  to  retain  one or  more of the
      Properties pursuant to the provisions of the preceding  paragraph,  Lessee
      shall arrange for Lessor to sell all the Properties  free and clear of the
      Lien of this Lease and any Lessor Liens  attributable  to Lessor,  without
      recourse or warranty (of title or otherwise), for cash on the Sale Date to
      the  purchaser or  purchasers  offering  the highest cash sales price,  as
      identified  by Lessee or Lessor,  as the case may be;  provided,  however,
      solely as to Lessor or the Trust Company, in its individual capacity,  any
      Lessor  Lien shall not  constitute  a Lessor Lien so long as Lessor or the
      Trust Company, in its individual capacity, is diligently and in good faith
      contesting, at the cost and expense of Lessor or the Trust Company, in its
      individual capacity,  such Lessor Lien by appropriate proceedings in which
      event the  applicable  Sale Date,  all without  penalty or cost to Lessee,
      shall be delayed for the period of such  contest.  To effect such transfer
      and assignment,  Lessor shall execute,  acknowledge  (where  required) and
      deliver to the appropriate purchaser each of the following: (a) special or
      limited  warranty Deeds  conveying each such Property (to the extent it is
      real  property  titled to Lessor) and an  assignment  of the Ground  Lease
      conveying the  leasehold  interest of Lessor in each such Property (to the
      extent  it is  real  property  and  subject  to a  Ground  Lease)  to  the
      appropriate  purchaser free and clear of the Lien of this Lease,  the Lien
      of the Credit Documents and any Lessor Liens; (b) a Bill of Sale conveying
      each such  Property  (to the  extent it is  personal  property)  titled to
      Lessor  to the  appropriate  purchaser  free and clear of the Lien of this
      Lease, the Lien of the Credit Documents and any Lessor Liens; (c) any real
      estate tax affidavit or other document  required by law to be executed and
      filed in order to record each Deed and/or  each Ground  Lease  assignment;
      and  (d)  FIRPTA  affidavits,   as  appropriate.   All  of  the  foregoing
      documentation  must be in form and substance  reasonably  satisfactory  to
      Lessor.  Lessee shall  surrender the Properties so sold or subject to such
      documents to each purchaser in the condition specified in Section 10.1, or
      in  such  other  condition  as may  be  agreed  between  Lessee  and  such
      purchaser.  Lessee  shall not take or fail to take any action  which would
      have the effect of  unreasonably  discouraging  bona fide third party bids
      for any Property.  If each of the Properties is not either (i) sold on the
      Sale Date in  accordance  with the  terms of this  Section  22.1,  or (ii)
      retained by Lessor  pursuant  to an  affirmative  election  made by Lessor
      pursuant to the second  sentence of the second  paragraph  of this Section
      22.1(a), then (x) Lessee shall be obligated to pay Lessor on the Sale Date
      an amount equal to the aggregate  Termination Value for all the Properties
      less any sales  proceeds  received  by the  Lessor,  and (y) Lessor  shall
      transfer each  applicable  Property to Lessee in  accordance  with Section
      20.2.

           (b) If the  Properties  are  sold  on a Sale  Date to one (1) or more
      third party purchasers in accordance with the terms of Section 22.1(a) and
      the aggregate  purchase price paid for all the Properties is less than the
      sum of the  aggregate  Property Cost for all the  Properties  (hereinafter
      such difference  shall be referred to as the "Deficiency  Balance"),  then
      Lessee hereby  unconditionally  promises to pay to Lessor on the Sale Date
      the lesser of (i) the  Deficiency  Balance,  or (ii) the Maximum  Residual
      Guarantee  Amount  for all the  Properties.  On a Sale Date if (x)  Lessor
      receives the aggregate  Termination  Value for all the Properties from one
      (1) or more third  party  purchasers,  (y)  Lessor and such other  parties
      receive  all other  amounts  specified  in the last  sentence of the first
      paragraph of Section 22.1(a) and (z) the aggregate purchase price paid for
      all the Properties on such date exceeds the sum of the aggregate  Property
      Cost for all the Properties, then Lessee may retain such excess. If one or
      more of the Properties  are retained by Lessor  pursuant to an affirmative
      election made by Lessor  pursuant to the  provisions  of Section  22.1(a),
      then Lessee hereby  unconditionally  promises to pay to Lessor on the Sale
      Date an amount  equal to the  Maximum  Residual  Guarantee  Amount for the
      Properties so retained.  Any payment of the foregoing amounts described in
      this Section  22.1(b)  shall be made  together with a payment of all other
      amounts  referenced in the last sentence of the first paragraph of Section
      22.1(a).

           (c) In the event that all the  Properties  are either sold to one (1)
      or more third party  purchasers  on the Sale Date or retained by Lessor in
      connection  with an  affirmative  election made by Lessor  pursuant to the
      provisions of Section 22.1(a),  then in either case on the applicable Sale
      Date Lessee shall  provide  Lessor or such third party  purchaser  (unless
      otherwise  agreed by such third  party  purchaser)  with (i) all  permits,
      certificates  of  occupancy,   governmental  licenses  and  authorizations
      necessary to use, operate,  repair, access and maintain each such Property
      for the  purpose  it is  being  used by  Lessee,  and (ii)  such  manuals,
      permits,   easements,    licenses,    intellectual   property,   know-how,
      rights-of-way and other rights and privileges in the nature of an easement
      as are  reasonably  necessary  or desirable  in  connection  with the use,
      operation,  repair, access to or maintenance of each such Property for its
      intended  purpose or otherwise as Lessor or such third party  purchaser(s)
      shall reasonably request (and a royalty-free  license or similar agreement
      to  effectuate  the foregoing on terms  reasonably  agreeable to Lessor or
      such third party purchaser(s), as applicable). All assignments,  licenses,
      easements,  agreements  and other  deliveries  required by clauses (i) and
      (ii) of this  paragraph (c) shall be in form  reasonably  satisfactory  to
      Lessor or such third party purchaser(s), as applicable, and shall be fully
      assignable  (including  without  limitation  both primary  assignments and
      assignments  given in the nature of security)  without payment of any fee,
      cost  or  other  charge.  Lessee  shall  also  execute  any  documentation
      requested  by Lessor or such  third  party  purchaser(s),  as  applicable,
      evidencing the continuation or assignment of each Ground Lease.

      22.2 Application of Proceeds of Sale.

           In the event Lessee  receives  any proceeds of sale of any  Property,
such proceeds shall be deemed to have been received in trust on behalf of Lessor
and Lessee shall promptly remit such proceeds to Lessor.  Lessor shall apply the
proceeds of sale of any Property in the following order of priority:

           (a) FIRST,  to pay or to reimburse  Lessor (and/or the Agent,  as the
      case may be) for the payment of all reasonable costs and expenses incurred
      by Lessor  (and/or the Agent,  as the case may be) in connection  with the
      sale (to the extent Lessee has not  satisfied  its  obligation to pay such
      costs and expenses);

           (b)  SECOND,  so long as the  Credit  Agreement  is in effect and any
      Loans or Holder  Advances or any amount is owing to the Financing  Parties
      under any  Operative  Agreement,  to the Agent to be applied  pursuant  to
      intercreditor  provisions  among  Lessor,  the  Lenders  and  the  Holders
      contained in the Operative Agreements; and

           (c) THIRD, to Lessee.

      22.3 Indemnity for Excessive Wear.

           If the proceeds of the sale described in Section 22.1 with respect to
the Properties  shall be less than the Limited  Recourse  Amount with respect to
the  Properties,  and at the time of such  sale it shall  have  been  reasonably
determined  (pursuant  to the  Appraisal  Procedure)  that the Fair Market Sales
Value of the  Properties  shall have been impaired by greater than expected wear
and tear  during the term of the Lease,  Lessee  shall pay to Lessor  within ten
(10) days after  receipt of Lessor's  written  statement  (i) the amount of such
excess wear and tear determined by the Appraisal Procedure or (ii) the amount of
the Sale Proceeds Shortfall, whichever amount is less.

      22.4 Appraisal Procedure.

           For  determining the Fair Market Sales Value of the Properties or any
other amount which may, pursuant to any provision of any Operative Agreement, be
determined by an appraisal procedure,  Lessor and Lessee shall use the following
procedure (the "Appraisal Procedure"). Lessor and Lessee shall endeavor to reach
a mutual  agreement  as to such  amount  for a  period  of ten  (10)  days  from
commencement  of the Appraisal  Procedure  under the  applicable  section of the
Lease,  and if they cannot  agree within ten (10) days,  then two (2)  qualified
appraisers,  one (1)  chosen  by Lessee  and one (1)  chosen  by  Lessor,  shall
mutually agree thereupon,  but if either party shall fail to choose an appraiser
within  twenty (20) days after  notice from the other party of the  selection of
its appraiser,  then the appraisal by such appointed  appraiser shall be binding
on Lessee and Lessor.  If the two (2) appraisers cannot agree within twenty (20)
days  after  both shall have been  appointed,  then a third  appraiser  shall be
selected  by the two (2)  appraisers  or,  failing  agreement  as to such  third
appraiser  within thirty (30) days after both shall have been appointed,  by the
American  Arbitration  Association.  The  decisions of the three (3)  appraisers
shall be given within twenty (20) days of the appointment of the third appraiser
and the decision of the appraiser  most  different from the average of the other
two (2) shall be  discarded  and such  average  shall be  binding  on Lessor and
Lessee;  provided,  that if the highest  appraisal and the lowest  appraisal are
equidistant  from the third  appraisal,  the third appraisal shall be binding on
Lessor and Lessee.  The fees and expenses of the  appraiser  appointed by Lessee
shall be paid by Lessee;  the fees and  expenses of the  appraiser  appointed by
Lessor shall be paid by Lessor  (such fees and  expenses  not being  indemnified
pursuant  to  Section  13 of the  Participation  Agreement);  and the  fees  and
expenses of the third  appraiser  shall be divided  equally  between  Lessee and
Lessor.

      22.5  Certain Obligations Continue.

           During the  Marketing  Period,  the  obligation of Lessee to pay Rent
with respect to the Properties  (including without limitation the installment of
Basic Rent due on the Expiration Date) shall continue undiminished until payment
in full to Lessor of the sale proceeds,  if any, the Maximum Residual  Guarantee
Amount,  the amount due under Section 22.3, if any, and all other amounts due to
Lessor or any other  Person  with  respect to all  Properties  or any  Operative
Agreement.  Lessor shall have the right,  but shall be under no duty, to solicit
bids,  to inquire into the efforts of Lessee to obtain bids or otherwise to take
action in  connection  with any such sale,  other than as expressly  provided in
this Article XXII.


                                  ARTICLE XXIII

      23.1 Holding Over.

           If Lessee  shall for any reason  remain in  possession  of a Property
after the  expiration or earlier  termination  of this Lease as to such Property
(unless  such  Property is conveyed to Lessee),  such  possession  shall be as a
tenancy  at  sufferance   during  which  time  Lessee  shall   continue  to  pay
Supplemental  Rent that would be payable by Lessee hereunder were the Lease then
in full force and effect with respect to such Property and Lessee shall continue
to pay Basic Rent at the lesser of the  highest  lawful rate and one hundred ten
percent  (110%)  of the last  payment  of Basic  Rent due with  respect  to such
Property prior to such  expiration or earlier  termination  of this Lease.  Such
Basic  Rent shall be  payable  from time to time upon  demand by Lessor and such
additional  amount of Basic  Rent  shall be  applied  by Lessor  ratably  to the
Lenders and the Holders based on their relative  amounts of the then outstanding
aggregate  Property  Cost for all  Properties.  During  any period of tenancy at
sufferance, Lessee shall, subject to the second preceding sentence, be obligated
to perform and observe all of the terms, covenants and conditions of this Lease,
but shall have no rights  hereunder other than the right, to the extent given by
law to  tenants  at  sufferance,  to  continue  its  occupancy  and  use of such
Property.  Nothing contained in this Article XXIII shall constitute the consent,
express or implied, of Lessor to the holding over of Lessee after the expiration
or earlier termination of this Lease as to any Property (unless such Property is
conveyed to Lessee) and nothing  contained  herein shall be read or construed as
preventing  Lessor from  maintaining  a suit for  possession of such Property or
exercising any other remedy available to Lessor at law or in equity.


                                  ARTICLE XXIV

      24.1 Risk of Loss.

           During the Term,  unless Lessee shall not be in actual  possession of
any Property in question  solely by reason of Lessor's  exercise of its remedies
of  dispossession  under  Article  XVII,  the  risk of loss or  decrease  in the
enjoyment  and  beneficial  use of such  Property  as a result of the  damage or
destruction thereof by fire, the elements,  casualties,  thefts,  riots, wars or
otherwise is assumed by Lessee,  and Lessor shall in no event be  answerable  or
accountable therefor.


                                   ARTICLE XXV

      25.1 Assignment.

           (a)  Lessee  may  not  assign  this  Lease  or any of its  rights  or
      obligations  hereunder or with respect to any Property in whole or in part
      to any Person without the prior written consent of the Agent, the Lenders,
      the Holders and Lessor.

           (b) No  assignment  by Lessee  (referenced  in this  Section  25.1 or
      otherwise) or other  relinquishment of possession to any Property shall in
      any way discharge or diminish any of the  obligations  of Lessee to Lessor
      hereunder and Lessee shall remain directly and primarily  liable under the
      Operative Agreements as to any rights or obligations assigned by Lessee or
      regarding any Property in which rights or  obligations  have been assigned
      or otherwise transferred.

      25.2 Subleases.

           (a)  Promptly,  but in any  event  within  five  (5)  Business  Days,
      following  the  execution  and delivery of any sublease  permitted by this
      Article XXV, Lessee shall notify Lessor of the execution of such sublease.
      As of the date of each Lease Supplement, Lessee shall lease the respective
      Properties  described  in  such  Lease  Supplement  from  Lessor,  and any
      existing tenant respecting such Property shall  automatically be deemed to
      be a subtenant of Lessee and not a tenant of Lessor.

           (b) Without the prior written consent of the Agent,  any Lender,  any
      Holder or Lessor and subject to the other provisions of this Section 25.2,
      Lessee may sublet any Property or portion  thereof to any Affiliate of any
      Credit Party. Except as referenced in the immediately  preceding sentence,
      no other  subleases shall be permitted  unless  consented to in writing by
      each Financing  Party,  which consent may be given or withheld in the sole
      discretion  of each such  party.  All  subleasing  shall be done on market
      terms and shall in no way diminish the fair market value or useful life of
      any applicable Property.

           (c) No sublease  (referenced  in this Section 25.2 or  otherwise)  or
      other  relinquishment  of  possession  to any  Property  shall  in any way
      discharge or diminish any of Lessee's  obligations to Lessor hereunder and
      Lessee shall remain  directly and primarily  liable under this Lease as to
      such Property,  or portion thereof, so sublet.  During the Basic Term, the
      term of any such sublease  shall not extend beyond the Basic Term.  During
      any Renewal Term,  the term of any such  sublease  shall not extend beyond
      such  Renewal  Term.   Each  sublease  shall  be  expressly   subject  and
      subordinate to this Lease.


                                  ARTICLE XXVI

      26.1 No Waiver.

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


                                  ARTICLE XXVII

      27.1 Acceptance of Surrender.

           No  surrender to Lessor of this Lease or of all or any portion of any
Property or of any part of any thereof or of any interest therein shall be valid
or  effective  unless  agreed to and accepted in writing by Lessor and no act by
Lessor or the Agent or any representative or agent of Lessor or the Agent, other
than a written acceptance, shall constitute an acceptance of any such surrender.

      27.2 No Merger of Title.

           There  shall be no merger of this  Lease or of the  leasehold  estate
created  hereby by reason of the fact that the same Person may  acquire,  own or
hold,  directly  or  indirectly,  in  whole or in  part,  (a) this  Lease or the
leasehold  estate created hereby or any interest in this Lease or such leasehold
estate, (b) any right, title or interest in any Property,  (c) any Notes, or (d)
a beneficial interest in Lessor.


                                 ARTICLE XXVIII

      28.1 Incorporation of Covenants.

           Reference   is  made  to  the  Lessee   Credit   Agreement   and  the
representations  and  warranties of Lessee  contained in Section 3 of the Lessee
Credit Agreement  (hereinafter referred to as the "Incorporated  Representations
and Warranties")  and the covenants  contained in Sections 5 and 6 of the Lessee
Credit  Agreement  (hereinafter  referred to as the  "Incorporated  Covenants").
Lessee agrees with Lessor that the Incorporated  Representations  and Warranties
and the Incorporated  Covenants (and all other relevant provisions of the Lessee
Credit Agreement related thereto, including without limitation the defined terms
contained   in   Section   1  thereof   which  are  used  in  the   Incorporated
Representations  and  Warranties  and the  Incorporated  Covenants,  hereinafter
referred to as the "Additional  Incorporated  Terms") are hereby incorporated by
reference  into this Lease to the same extent and with the same effect as if set
forth  fully  herein and shall  inure to the benefit of Lessor as if Lessor were
expressly  referenced  therein as a beneficiary of each such provision,  without
giving  effect to any waiver,  amendment,  modification  or  replacement  of the
Lessee  Credit   Agreement  or  any  term  or  provision  of  the   Incorporated
Representations   and  Warranties  or  the  Incorporated   Covenants   occurring
subsequent  to  the  date  of  this  Lease,   except  to  the  extent  otherwise
specifically  provided in the  following  provisions of this  paragraph.  In the
event a waiver is granted under the Lessee  Credit  Agreement or an amendment or
modification is executed with respect to the Lessee Credit  Agreement,  and such
waiver,  amendment and/or modification affects the Incorporated  Representations
and Warranties, the Incorporated Covenants or the Additional Incorporated Terms,
then such waiver,  amendment or modification  shall be effective with respect to
the Incorporated  Representations and Warranties, the Incorporated Covenants and
the Additional  Incorporated  Terms as incorporated by reference into this Lease
only if consented to in writing by the Agent  (acting upon the  direction of the
Majority Secured Parties).  In the event of any replacement of the Lessee Credit
Agreement   with  a  similar   credit   facility   (the  "New   Facility")   the
representations and warranties,  covenants and additional terms contained in the
New Facility which correspond to the representations  and warranties,  covenants
contained in Section 3 and Sections 5 and 6,  respectively,  and such additional
terms (each of the  foregoing  contained in the Lessee Credit  Agreement)  shall
become  the  Incorporated   Representations  and  Warranties,  the  Incorporated
Covenants and the Additional  Incorporated Terms only if consented to in writing
by the Agent (acting upon the direction of the Majority Secured Parties) and, if
such consent is not granted or if the Lessee Credit  Agreement is terminated and
not replaced, then the representations and warranties and covenants contained in
Section 3 and Sections 5 and 6, respectively, and such additional terms (each of
the  foregoing  contained  in the Lessee  Credit  Agreement  (together  with any
modifications or amendments  approved in accordance with this paragraph))  shall
continue to be the Incorporated Representations and Warranties, the Incorporated
Covenants and the Additional Incorporated Terms hereunder.


                                  ARTICLE XXIX

      29.1 Notices.

           All notices  required or permitted to be given under this Lease shall
be in writing and delivered as provided in the Participation Agreement.


                                   ARTICLE XXX

      30.1 Miscellaneous.

           Anything contained in this Lease to the contrary notwithstanding, all
claims  against  and  liabilities  of  Lessee  or  Lessor  arising  from  events
commencing  prior to the  expiration or earlier  termination of this Lease shall
survive such expiration or earlier  termination.  If any provision of this Lease
shall be held to be unenforceable  in any  jurisdiction,  such  unenforceability
shall not affect the  enforceability  of any other  provision  of this Lease and
such  jurisdiction or of such provision or of any other provision  hereof in any
other jurisdiction.

      30.2 Amendments and Modifications.

           Neither this Lease nor any Lease  Supplement may be amended,  waived,
discharged or terminated  except in  accordance  with the  provisions of Section
12.4 of the Participation Agreement.

      30.3 Successors and Assigns.

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

      30.4 Headings and Table of Contents.

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

      30.5 Counterparts.

           This Lease may be  executed  in any number of  counterparts,  each of
which shall be an original,  but all of which shall together  constitute one (1)
and the same instrument.

      30.6 GOVERNING LAW.

           THIS  LEASE  SHALL BE  GOVERNED  BY AND  CONSTRUED,  INTERPRETED  AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH  CAROLINA,  EXCEPT TO
THE EXTENT THE LAWS OF THE STATE  WHERE A  PARTICULAR  PROPERTY  IS LOCATED  ARE
REQUIRED TO APPLY.

      30.7 Calculation of Rent.

           All calculation of Rent payable  hereunder shall be computed based on
the actual  number of days elapsed over a year of three hundred sixty (360) days
or, to the extent such Rent is based on the Prime  Lending  Rate,  three hundred
sixty-five (365) (or three hundred sixty-six (366), as applicable) days.

      30.8 Memoranda of Lease and Lease Supplements.

           This Lease shall not be recorded;  provided,  Lessor and Lessee shall
promptly  record  (a) a  memorandum  of  this  Lease  and the  applicable  Lease
Supplement (in  substantially  the form of Exhibit B attached hereto) or a short
form lease (in form and substance  reasonably  satisfactory to Lessor) regarding
each Property promptly after the acquisition  thereof in the local filing office
with respect thereto, in all cases at Lessee's cost and expense, and as required
under  applicable  law to  sufficiently  evidence  this Lease and any such Lease
Supplement in the applicable real estate filing records.

      30.9 Allocations between the Lenders and the Holders.

           Notwithstanding  any other  term or  provision  of this  Lease to the
contrary,  the  allocations  of the proceeds of the  Properties  and any and all
other  Rent  and  other  amounts  received  hereunder  shall be  subject  to the
inter-creditor  provisions  between the Lenders and the Holders contained in the
Operative  Agreements (or as otherwise  agreed among the Lenders and the Holders
from time to time).

      30.10Limitations on Recourse.

           Notwithstanding  anything  contained  in this Lease to the  contrary,
Lessee agrees to look solely to Lessor's  estate and interest in the  Properties
(and in no circumstance to the Agent,  the Lenders,  the Holders or otherwise to
Lessor) for the  collection  of any judgment  requiring  the payment of money by
Lessor in the event of liability by Lessor,  and no other  property or assets of
Lessor or any  shareholder,  owner or  partner  (direct  or  indirect)  in or of
Lessor, or any director,  officer, employee,  beneficiary or Affiliate of any of
the foregoing shall be subject to levy, execution or other enforcement procedure
for the  satisfaction  of the  remedies of Lessee  under or with respect to this
Lease,  the  relationship of Lessor and Lessee  hereunder or Lessee's use of the
Properties or any other  liability of Lessor to Lessee.  Nothing in this Section
shall be  interpreted  so as to limit  the terms of  Sections  6.1 or 6.2 or the
provisions of Section 12.9 of the Participation Agreement.

      30.11WAIVERS OF JURY TRIAL.

           EACH OF THE PARTIES HERETO  IRREVOCABLY AND  UNCONDITIONALLY,  TO THE
      FULLEST EXTENT ALLOWED BY APPLICABLE LAW, WAIVE TRIAL BY JURY IN ANY LEGAL
      ACTION OR  PROCEEDING  RELATING  TO THIS  LEASE  AND FOR ANY  COUNTERCLAIM
      THEREIN.

      30.12Exercise of Lessor Rights.

           Lessee hereby  acknowledges  and agrees that the rights and powers of
Lessor under this Lease have been assigned to the Agent pursuant to the terms of
the Security  Agreement and the other  Operative  Agreements.  Lessor and Lessee
hereby acknowledge and agree that (a) the Agent shall, in its discretion, direct
and/or act on behalf of Lessor pursuant to the provisions of Sections 8.2(h) and
8.6 of the Participation  Agreement, (b) all notices to be given to Lessor shall
be given to the Agent and (c) all  notices to be given by Lessor may be given by
the Agent, at its election.

      30.13SUBMISSION TO JURISDICTION; VENUE.

           THE PROVISIONS OF THE PARTICIPATION AGREEMENT RELATING
TO SUBMISSION TO JURISDICTION, VENUE ARE HEREBY INCORPORATED BY
REFERENCE HEREIN, MUTATIS MUTANDIS.

      30.14USURY SAVINGS PROVISION.

           IT IS THE INTENT OF THE PARTIES  HERETO TO CONFORM TO AND CONTRACT IN
STRICT  COMPLIANCE WITH APPLICABLE USURY LAW FROM TIME TO TIME IN EFFECT. TO THE
EXTENT ANY RENT OR PAYMENTS HEREUNDER ARE HEREINAFTER CHARACTERIZED BY ANY COURT
OF COMPETENT  JURISDICTION  AS THE REPAYMENT OF PRINCIPAL AND INTEREST  THEREON,
THIS SECTION 30.14 SHALL APPLY.  ANY SUCH RENT OR PAYMENTS SO  CHARACTERIZED  AS
INTEREST  MAY BE  REFERRED TO HEREIN AS  "INTEREST."  ALL  AGREEMENTS  AMONG THE
PARTIES  HERETO ARE HEREBY  LIMITED BY THE  PROVISIONS OF THIS  PARAGRAPH  WHICH
SHALL  OVERRIDE  AND  CONTROL  ALL SUCH  AGREEMENTS,  WHETHER  NOW  EXISTING  OR
HEREAFTER  ARISING AND WHETHER  WRITTEN OR ORAL.  IN NO WAY, NOR IN ANY EVENT OR
CONTINGENCY  (INCLUDING  WITHOUT  LIMITATION  PREPAYMENT OR  ACCELERATION OF THE
MATURITY OF ANY OBLIGATION), SHALL ANY INTEREST TAKEN, RESERVED, CONTRACTED FOR,
CHARGED,  OR  RECEIVED  UNDER  THIS  LEASE  OR  OTHERWISE,  EXCEED  THE  MAXIMUM
NONUSURIOUS  AMOUNT  PERMISSIBLE  UNDER  APPLICABLE  LAW.  IF, FROM ANY POSSIBLE
CONSTRUCTION  OF ANY OF THE  OPERATIVE  AGREEMENTS  OR  ANY  OTHER  DOCUMENT  OR
AGREEMENT,  INTEREST  WOULD  OTHERWISE  BE  PAYABLE  IN  EXCESS  OF THE  MAXIMUM
NONUSURIOUS  AMOUNT, ANY SUCH CONSTRUCTION SHALL BE SUBJECT TO THE PROVISIONS OF
THIS  PARAGRAPH  AND SUCH AMOUNTS UNDER SUCH  DOCUMENTS OR  AGREEMENTS  SHALL BE
AUTOMATICALLY   REDUCED  TO  THE  MAXIMUM  NONUSURIOUS  AMOUNT  PERMITTED  UNDER
APPLICABLE  LAW,  WITHOUT THE  NECESSITY OF  EXECUTION  OF ANY  AMENDMENT OR NEW
DOCUMENT OR AGREEMENT.  IF LESSOR SHALL EVER RECEIVE  ANYTHING OF VALUE WHICH IS
CHARACTERIZED  AS INTEREST  WITH RESPECT TO THE  OBLIGATIONS  OWED  HEREUNDER OR
UNDER APPLICABLE LAW AND WHICH WOULD, APART FROM THIS PROVISION, BE IN EXCESS OF
THE MAXIMUM LAWFUL  AMOUNT,  AN AMOUNT EQUAL TO THE AMOUNT WHICH WOULD HAVE BEEN
EXCESSIVE  INTEREST SHALL,  WITHOUT PENALTY,  BE APPLIED TO THE REDUCTION OF THE
COMPONENT OF PAYMENTS DEEMED TO BE PRINCIPAL AND NOT TO THE PAYMENT OF INTEREST,
OR  REFUNDED  TO LESSEE OR ANY OTHER  PAYOR  THEREOF,  IF AND TO THE EXTENT SUCH
AMOUNT WHICH WOULD HAVE BEEN EXCESSIVE  EXCEEDS THE COMPONENT OF PAYMENTS DEEMED
TO BE PRINCIPAL.  THE RIGHT TO DEMAND PAYMENT OF ANY AMOUNTS EVIDENCED BY ANY OF
THE  OPERATIVE  AGREEMENTS  DOES NOT INCLUDE  THE RIGHT TO RECEIVE ANY  INTEREST
WHICH HAS NOT OTHERWISE ACCRUED ON THE DATE OF SUCH DEMAND,  AND LESSOR DOES NOT
INTEND TO CHARGE OR RECEIVE ANY  UNEARNED  INTEREST IN THE EVENT OF SUCH DEMAND.
ALL INTEREST PAID OR AGREED TO BE PAID TO LESSOR SHALL, TO THE EXTENT  PERMITTED
BY APPLICABLE LAW, BE AMORTIZED,  PRORATED, ALLOCATED, AND SPREAD THROUGHOUT THE
FULL STATED TERM (INCLUDING WITHOUT LIMITATION ANY RENEWAL OR EXTENSION) OF THIS
LEASE SO THAT THE AMOUNT OF INTEREST ON ACCOUNT OF SUCH PAYMENTS DOES NOT EXCEED
THE MAXIMUM NONUSURIOUS AMOUNT PERMITTED BY APPLICABLE LAW.


                            [signature page follows]



<PAGE>







                                                                 Lease Agreement
                                             Centennial Real Estate Trust 1998-1
      IN WITNESS WHEREOF, the parties have caused this Lease to be duly executed
and delivered as of the date first above written.

                               FIRST SECURITY BANK,  NATIONAL  ASSOCIATION,  not
                               individually,  but  solely as the  Owner  Trustee
                               under the Centennial Real Estate Trust 1998-1, as
                               Lessor


                               By:/s/  Val T. Orton
                               Name: Val T. Orton
                                   Title: V.P.



                               CENTENNIAL HEALTHCARE CORPORATION,
                               as the Lessee

                               By: /s/    Alan C. Dahl
                               Name:      Alan C. Dahl
                               Title:     E.V.P.



Receipt of this original
counterpart of the foregoing
Lease is hereby acknowledged
as the date hereof

NATIONSBANK, N.A.,
as the Agent


By:/d/ J. Walter Bland
Name: J.W. Bland
Title: V.P.




<PAGE>






                                             EXHIBIT A TO THE LEASE


                            LEASE SUPPLEMENT NO. ___

      THIS  LEASE  SUPPLEMENT  NO.  ___ (this  "Lease  Supplement")  dated as of
[________________] between FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national
banking association, not individually, but solely as the Owner Trustee under the
Centennial Real Estate Trust 1998-1,  as lessor (the  "Lessor"),  and CENTENNIAL
HEALTHCARE CORPORATION, a Georgia corporation, as lessee (the "Lessee").

      WHEREAS,  Lessor  is the  owner  or  will  be the  owner  of the  Property
described on Schedule 1 hereto (the "Leased  Property")  and wishes to lease the
same to Lessee;

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

      SECTION  1.  Definitions;  Rules of  Usage.  For  purposes  of this  Lease
Supplement, capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to them in Appendix A to the Participation Agreement,
dated as of July 29, 1998, among Lessee,  Lessor,  not  individually,  except as
expressly  stated therein,  but solely as the Owner Trustee under the Centennial
Real Estate Trust 1998-1, the various banks and other lending institutions which
are parties  thereto from time to time,  as the Holders,  the various  banks and
other lending  institutions  which are parties thereto from time to time, as the
Lenders,  First Union  Capital  Markets,  a division of Wheat First  Securities,
Inc., as Syndication Agent, and NationsBank,  N.A., as the Agent for the Lenders
and respecting the Security Documents, as the Agent for the Lenders and Holders,
to the extent of their interests,  as such may be amended,  modified,  extended,
supplemented, restated and/or replaced from time to time.

      SECTION  2.  The  Properties.   Attached  hereto  as  Schedule  1  is  the
description of the Leased Property,  with an Equipment  Schedule attached hereto
as Schedule 1-A, an Improvement  Schedule attached hereto as Schedule 1-B and [a
legal  description of the Land / a copy of the Ground Lease]  attached hereto as
Schedule 1-C. Effective upon the execution and delivery of this Lease Supplement
by Lessor  and  Lessee,  the Leased  Property  shall be subject to the terms and
provisions  of the  Lease.  Without  further  action,  any  and  all  additional
Equipment  funded  under the  Operative  Agreements  and any and all  additional
Improvements  made to the Land  shall be deemed to be titled to the  Lessor  and
subject to the terms and conditions of the Lease and this Lease Supplement.

      SECTION 3. Use of  Property.  At all times during the Term with respect to
each Property,  Lessee will comply with all obligations under and (to the extent
no Event of Default exists and provided,  that such exercise will not impair the
value of such  Property)  shall be permitted to exercise all rights and remedies
under, all operation and easement  agreements and related or similar  agreements
applicable to such Property.

      SECTION  4.   Ratification;   Incorporation   by   Reference.   Except  as
specifically  modified  hereby,  the terms and  provisions  of the Lease and the
Operative  Agreements are hereby ratified and confirmed and remain in full force
and  effect.  The Lease is hereby  incorporated  herein by  reference  as though
restated herein in its entirety.

      SECTION 5. Original Lease Supplement. The single executed original of this
Lease Supplement marked "THIS COUNTERPART IS THE ORIGINAL EXECUTED  COUNTERPART"
on the signature  page thereof and  containing the receipt of the Agent therefor
on or  following  the  signature  page thereof  shall be the  original  executed
counterpart of this Lease Supplement (the "Original Executed  Counterpart").  To
the extent that this Lease Supplement constitutes chattel paper, as such term is
defined  in  the  Uniform  Commercial  Code  as  in  effect  in  any  applicable
jurisdiction,  no  security  interest  in this Lease  Supplement  may be created
through the transfer or  possession of any  counterpart  other than the Original
Executed Counterpart.

      SECTION 6. GOVERNING LAW. THIS LEASE  SUPPLEMENT  SHALL BE GOVERNED BY AND
CONSTRUED,  INTERPRETED  AND ENFORCED IN ACCORDANCE WITH THE LAW OF THE STATE OF
NORTH  CAROLINA,  EXCEPT TO THE EXTENT THE LAWS OF THE STATE WHERE A  PARTICULAR
PROPERTY IS LOCATED ARE REQUIRED TO APPLY.

      SECTION 7. Mortgage;  Power of Sale.  Without  limiting any other remedies
set forth in the  Lease,  in the event  that a court of  competent  jurisdiction
rules that the Lease  constitutes  a  mortgage,  deed of trust or other  secured
financing  as is the intent of the  parties,  then Lessor and Lessee  agree that
Lessee hereby grants a Lien against the Leased  Property WITH POWER OF SALE, and
that,  upon the occurrence of any Lease Event of Default,  Lessor shall have the
power and authority, to the extent provided by law, after prior notice and lapse
of such time as may be required by law, to foreclose its interest (or cause such
interest to be foreclosed) in all or any part of the Leased Property.

      SECTION 8. Counterpart Execution. This Lease Supplement may be executed in
any  number  of  counterparts  and by each of the  parties  hereto  in  separate
counterparts,  all such counterparts  together  constituting but one (1) and the
same instrument.


  [The remainder of this page has been intentionally left blank.]




<PAGE>



      IN WITNESS  WHEREOF,  each of the  parties  hereto  has caused  this Lease
Supplement to be duly executed by an officer thereunto duly authorized as of the
date and year first above written.

                               FIRST SECURITY BANK,  NATIONAL  ASSOCIATION,  not
                               individually,  but  solely as the  Owner  Trustee
                               under the Centennial Real Estate Trust 1998-1, as
                               Lessor

                                       By:
                                      Name:
                                     Title:


                               CENTENNIAL HEALTHCARE CORPORATION,
                                    as Lessee

                                       By:
                                      Name:
                                     Title:



Receipt of this original counterpart of the foregoing Lease Supplement is hereby
acknowledged as the date hereof.

NATIONSBANK, N.A., as the Agent

By:
Name:
Title:



<PAGE>



                [CONFORM TO STATE LAW REQUIREMENTS]

STATE OF _______________  )
                          )    ss:
COUNTY OF ______________ )

      The foregoing Lease Supplement was acknowledged before me, the undersigned
Notary  Public,   in  the  County  of   _________________   this  _____  day  of
______________,  by ________________,  as  __________________  of FIRST SECURITY
BANK, NATIONAL  ASSOCIATION,  a national banking association,  not individually,
but solely as the Owner Trustee under the  Centennial  Real Estate Trust 1998-1,
on behalf of the Owner Trustee.

[Notarial Seal]
                                          Notary Public
My commission expires:____________


STATE OF _______________  )
                          )    ss:
COUNTY OF ______________ )

      The foregoing Lease Supplement was acknowledged before me, the undersigned
Notary  Public,   in  the  County  of   _________________   this  _____  day  of
______________,   by  ________________,   as  __________________  of  CENTENNIAL
HEALTHCARE CORPORATION, a Georgia corporation, on behalf of the corporation.

[Notarial Seal]
                                          Notary Public
My commission expires:____________


STATE OF _______________  )
                          )    ss:
COUNTY OF ______________ )

      The foregoing Lease Supplement was acknowledged before me, the undersigned
Notary Public, in the County of  ________________  this ____ day of ___________,
by _____________, as __________________ of NATIONSBANK, N.A., a national banking
association, as the Agent.

[Notarial Seal]
                                          Notary Public
My commission expires:____________


<PAGE>



                                   SCHEDULE 1
                          TO LEASE SUPPLEMENT NO. ____

               (Description of the Leased Property)


<PAGE>



                                  SCHEDULE 1-A
                          TO LEASE SUPPLEMENT NO. ____

                                   (Equipment)


<PAGE>



                                  SCHEDULE 1-B
                          TO LEASE SUPPLEMENT NO. ____

                                 (Improvements)


<PAGE>



                                  SCHEDULE 1-C
                          TO LEASE SUPPLEMENT NO. ____

                                    [(Land)/
                                 (Ground Lease)]



<PAGE>




                                       B-5

                                             EXHIBIT B TO THE LEASE

             [MODIFY OR SUBSTITUTE SHORT FORM LEASE AS
               NECESSARY FOR LOCAL LAW REQUIREMENTS]

Recordation requested by:

Moore & Van Allen, PLLC




After recordation return to:

Moore & Van Allen, PLLC (WMA)
100 North Tryon Street, Floor 47
Charlotte, NC  28202-4003
                                          Space above this line
                                          for Recorder's use


                          MEMORANDUM OF LEASE AGREEMENT
                                       AND
                       LEASE SUPPLEMENT NO. _____________

      THIS MEMORANDUM OF LEASE AGREEMENT AND LEASE  SUPPLEMENT NO.  ____________
("Memorandum"),  dated  as of  _____________,  1998,  is by  and  between  FIRST
SECURITY  BANK,  NATIONAL  ASSOCIATION,  a  national  banking  association,  not
individually,  but solely as the Owner Trustee under the Centennial  Real Estate
Trust 1998-1, with an office at 79 South Main Street, Salt Lake City, Utah 84111
(hereinafter referred to as "Lessor") and CENTENNIAL HEALTHCARE  CORPORATION,  a
Georgia corporation,  with an office at 400 Perimeter Center Terrace, Suite 650,
Atlanta, Georgia, 30346 (hereinafter referred to as "Lessee").

                                   WITNESSETH:

      That for value received, Lessor and Lessee do hereby covenant, promise and
agree as follows:

      1. Demised  Premises and Date of Lease.  Lessor has leased to Lessee,  and
Lessee has leased from Lessor,  for the Term (as hereinafter  defined),  certain
real property and other property located in ________________, which is described
in the attached  Schedule 1 (the  "Property"),  pursuant to the terms of a Lease
Agreement  between  Lessor and Lessee  dated as of July 29, 1998 (as such may be
amended, modified, extended, supplemented, restated and/or replaced from time to
time,  "Lease") and a Lease Supplement No. _____ between Lessor and Lessee dated
as of ______________ (the "Lease Supplement").

      2. Term, Renewal, Extension and Purchase Option. The term of the Lease for
the  Property  ("Term")  commenced  as of  __________,  19__ and shall end as of
_________, 19__, unless the Term is extended or earlier terminated in accordance
with the provisions of the Lease. The Lease contains  provisions for renewal and
extension. The tenant has a purchase option under the Lease.

      3.   Tax Payer Numbers.

           Lessor's tax payer number:  __________________.

           Lessee's tax payer number:  ____________________.

      4. Mortgage;  Power of Sale. Without limiting any other remedies set forth
in the Lease, in the event that a court of competent jurisdiction rules that the
Lease constitutes a mortgage, deed of trust or other secured financing as is the
intent of the  parties,  then Lessor and Lessee  agree that Lessee has  granted,
pursuant to the terms of the Lease and the Lease Supplement,  a Lien against the
Property  WITH  POWER OF SALE,  and that,  upon the  occurrence  and  during the
continuance  of any Lease  Event of  Default,  Lessor  shall  have the power and
authority,  to the extent  provided by law, after prior notice and lapse of such
time as may be  required  by law,  to  foreclose  its  interest  (or cause  such
interest to be foreclosed) in all or any part of the Property.

      5. Effect of Memorandum.  The purpose of this instrument is to give notice
of the Lease and the Lease Supplement and their respective terms,  covenants and
conditions  to the same  extent as if the Lease  and the Lease  Supplement  were
fully set forth  herein.  This  Memorandum  shall not  modify in any  manner the
terms, conditions or intent of the Lease or the Lease Supplement and the parties
agree that this Memorandum is not intended nor shall it be used to interpret the
Lease or the Lease  Supplement  or determine the intent of the parties under the
Lease or the Lease Supplement.


   [The remainder of this page has been intentionally left blank.]



<PAGE>



      IN WITNESS WHEREOF,  the parties hereto have duly executed this instrument
as of the day and year first written.

                                     LESSOR:

                               FIRST SECURITY BANK,  NATIONAL  ASSOCIATION,  not
                               individually,  but  solely as the  Owner  Trustee
                               under the Centennial Real Estate Trust
                               1998-1


                                       By:
                                      Name:
                                     Title:


                                     LESSEE:

                               CENTENNIAL HEALTHCARE CORPORATION


                                       By:
                                      Name:
                                     Title:



<PAGE>



                                   SCHEDULE 1

                            (Description of Property)



<PAGE>



                [CONFORM TO STATE LAW REQUIREMENTS]

STATE OF _______________       )
                               )    ss:
COUNTY OF ______________       )

      The foregoing Memorandum of Lease Agreement and Lease Supplement No. _____
was  acknowledged  before me, the  undersigned  Notary Public,  in the County of
_________________  this _____ day of  ______________,  by  ________________,  as
__________________  of FIRST SECURITY  BANK,  NATIONAL  ASSOCIATION,  a national
banking association, not individually, but solely as the Owner Trustee under the
Centennial Real Estate Trust 1998-1, on behalf of the Owner Trustee.

[Notarial Seal]
                               Notary Public

My commission expires:____________



STATE OF _______________       )
                               )    ss:
COUNTY OF ______________       )

      The foregoing Memorandum of Lease Agreement and Lease Supplement No. _____
was  acknowledged  before me, the  undersigned  Notary Public,  in the County of
_________________  this _____ day of  ______________,  by  ________________,  as
__________________ of CENTENNIAL HEALTHCARE CORPORATION,  a Georgia corporation,
on behalf of the corporation.

[Notarial Seal]
                               Notary Public

My commission expires:____________