Exhibit 10.46

                              AMENDED AND RESTATED

                             PARTICIPATION AGREEMENT

                           Dated as of October 7, 1996

                                      Among

                       GENESIS ELDERCARE PROPERTIES, INC.
                                   as Lessee,

                    MELLON FINANCIAL SERVICES CORPORATION #4,
                                    as Lessor

                          PERSONS NAMED ON SCHEDULE I,
                                   as Lenders,

                                       and

                                MELLON BANK, N.A.
               not in its individual capacity except as expressly

                       stated herein, but solely as Agent


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                                TABLE OF CONTENTS

                            (Participation Agreement)

                                                                            Page

ARTICLE I - DEFINITIONS........................................................3

ARTICLE II - EFFECTIVENESS; ACQUISITION AND LEASE; GENERAL
         PROVISIONS............................................................3
         SECTION 2.1.  Effectiveness of Agreement..............................3

         SECTION 2.2.  Agreement to Acquire and Lease and Make

                           Advances............................................3
         SECTION 2.3.  Participation by Lenders................................3
         SECTION 2.4.  Participation by Lessor.................................4
         SECTION 2.5.  Advance Dates. .........................................4
         SECTION 2.7.  Payments to Participants...............................12
         SECTION 2.8.  Nature of Transaction..................................12
         SECTION 2.9.  Computations...........................................13
         SECTION 2.10. Renewal Term...........................................14
         SECTION 2.11. Highest Lawful Rate....................................17

ARTICLE III - CONDITIONS TO ADVANCES AND COMPLETION...........................19
         SECTION 3.1.  Conditions to All Advances.............................19
         SECTION 3.2.  Conditions to Acquisition or Ground Lease
                           of Sites...........................................21
         SECTION 3.3.  Conditions Precedent to Advances for
                           Construction Costs.................................27
         SECTION 3.4.  Conditions to Substantial Completion...................29
         SECTION 3.5.  Conditions Precedent to Final Advances.................31

ARTICLE IV - REPRESENTATIONS AND WARRANTIES...................................33
         SECTION 4.1.  Representations and Warranties of Lessee...............33
         SECTION 4.2.  Representations and Warranties of each
                           Lender.............................................43
         SECTION 4.3.  Representations and Warranties of
                           Lessor.............................................45
         SECTION 4.4.  Representations and Warranties of Agent................46

ARTICLE V - COVENANTS OF LESSEE...............................................48
         SECTION 5.1.  Further Assurances.....................................48
         SECTION 5.2.  Consolidation, Merger, Sale, etc.......................48
         SECTION 5.3.  Corporate Existence....................................50
         SECTION 5.4.  Construction Matters; Changes..........................50
         SECTION 5.5.  Guaranties.............................................50
         SECTION 5.6.  Liens..................................................51
         SECTION 5.7.  Compliance Certificates................................51
         SECTION 5.8.  Change of Name or Address..............................52
         SECTION 5.9.  Environmental Matters..................................52
         SECTION 5.10. Investigation by Authorities...........................52
         SECTION 5.11. Financial and Other Information........................52
         SECTION 5.12. Securities.............................................55

                                       (i)


<PAGE>



         SECTION 5.13. Interest Rates.........................................56
         SECTION 5.14. Appraisals.............................................56
         SECTION 5.15. Environmental Audits...................................56
         SECTION 5.16. Additional Compensation in Certain
                           Circumstances......................................56

ARTICLE VI - OTHER COVENANTS AND AGREEMENTS...................................61
         SECTION 6.1.  Cooperation with Lessee................................61
         SECTION 6.2.  Covenants of Lessor and Lenders........................61

         SECTION 6.3.  Restrictions on and Effect of Transfer by
                           any Lender.........................................62
         SECTION 6.4.  Covenants and Agreements of Lenders....................65
         SECTION 6.5.  Future Lenders.........................................66
         SECTION 6.6.  Agent under Participation Agreement and
                           Mortgages..........................................66
         SECTION 6.7.  Prepayment by Lessor...................................66
         SECTION 6.8.  Foreclosure against Lessor.............................67

ARTICLE VII - INDEMNIFICATION.................................................67
         SECTION 7.1.  General Indemnification................................67
         SECTION 7.2.  General Tax Indemnity..................................68
         SECTION 7.3.  Withholding Tax Exemption..............................74
         SECTION 7.4.  Excessive Use Indemnity................................75
         SECTION 7.5.  Gross Up...............................................75

ARTICLE VIII - THE AGENT......................................................75

         SECTION 8.1.  Appointment of Agent; Powers and
                           Authorization to Take Certain Actions..............76
         SECTION 8.2.  Reliance...............................................77
         SECTION 8.3.  Action Upon Instructions Generally.....................78
         SECTION 8.4.  Indemnification........................................79
         SECTION 8.5.  Independent Credit Investigation.......................79
         SECTION 8.6.  Refusal to Act.........................................80
         SECTION 8.7.  Resignation or Removal of Agent;
                           Appointment of Successor...........................80
         SECTION 8.8.  Separate Agent.........................................81
         SECTION 8.9.  Termination of Agency..................................81
         SECTION 8.10. Compensation of Agency.................................82
         SECTION 8.11. Limitations............................................82
         SECTION 8.12. Agent May Be a Participant.............................83

ARTICLE IX - MISCELLANEOUS....................................................83
         SECTION 9.1.  Survival of Agreements.................................83
         SECTION 9.2.  No Broker, etc.........................................83
         SECTION 9.3.  Notices................................................84
         SECTION 9.4.  Counterparts...........................................84
         SECTION 9.5.  Amendments.............................................84
         SECTION 9.6.  Headings, etc..........................................85
         SECTION 9.7.  Parties in Interest....................................85
         SECTION 9.8.  GOVERNING LAW..........................................85

                                      (ii)

<PAGE>

         SECTION 9.9.  Payment of Transaction Costs and Other
                           Costs..............................................85
         SECTION 9.10. Severability...........................................86
         SECTION 9.11. Limited Liability of Lessor............................86
         SECTION 9.12. Liabilities of the Lenders.............................87
         SECTION 9.13. Liabilities of Agent...................................87
         SECTION 9.14. Reproduction of Documents..............................87
         SECTION 9.15. Consideration for Consents to Waivers and
                           Amendments.........................................88
         SECTION 9.16. Payment Directions.....................................88
         SECTION 9.17. Action of and Notices to Lessor under
                           Loan Agreement.....................................88
         SECTION 9.18. Submission to Jurisdiction; Waivers....................89
         SECTION 9.19. Final Agreement........................................89

APPENDIX 1                 Definitions
APPENDIX 2                 Conditions to Document Closing

SCHEDULE I Lenders and Commitments SCHEDULE II Addresses For Notice; Wire
Instructions SCHEDULE III-A NHCA Sites SCHEDULE III-B Identified Developed Sites
SCHEDULE III-C Identified Undeveloped Sites SCHEDULE IV Stock Sellers SCHEDULE
3.2(v)Operative Documents to be Confirmed SCHEDULE 4.1A Governmental Actions
SCHEDULE 4.1B Filings and Recordings SCHEDULE 4.1C Computation under Section 5.9
of 1995 Subordinated

                           Note Indenture

SCHEDULE 4.1D              ERISA Plans

EXHIBIT A                  Form of Lease and Agreement
                           Exhibit A - Form of Lease Supplement and

                        Memorandum of Lease and Agreement

EXHIBIT B-1                Guaranty of Lease
EXHIBIT B-2                Structural Guaranty

EXHIBIT B-3                Form of Confirmation of Guaranty of Lease
EXHIBIT B-4                Form of Confirmation of Structural Guaranty
EXHIBIT C                  Form of Loan Agreement

                           Exhibit A - Form of Note

EXHIBIT D-1                Form of Mortgage
EXHIBIT D-2                Form of Deed of Trust

EXHIBIT E-1                Form of Opinion of In-House Counsel to Lessee
EXHIBIT E-2                Form of Opinion of Special Counsel to Lessee
EXHIBIT E-3                Form of Local Counsel Opinion
EXHIBIT E-4                Form of Opinion of Special Counsel to Lessee

                           regarding "Senior Indebtedness"

EXHIBIT E-5                Form of Local Counsel Questionnaire
EXHIBIT F                  Form of Officer's Certificate
EXHIBIT G                  Form of Investor's Letter

                                      (iii)


<PAGE>


EXHIBIT H                  Form of Assignment of Lease and Agreement and

                           Lease Supplements and Memoranda of Lease and
                           Agreement

EXHIBIT H-1                Form of Amendment to Assignment of Lease
EXHIBIT I-1                Form of Pledge Agreement
EXHIBIT I-2                Form of Second Amended and Restated Collateral

                           Agency Agreement

EXHIBIT J                  Form of Assignment of Licenses
EXHIBIT K                  Form of Architect's Certificate (Section 3.4(a))
EXHIBIT L                  Form of Purchase Agreement Assignment
EXHIBIT M                  Form of Ground Lease
EXHIBIT N                  Form of Advance Request
EXHIBIT O                  Form of Assignment and Assumption by Participant

                                      (iv)

<PAGE>


                             Participation Agreement

                  AMENDED AND RESTATED PARTICIPATION AGREEMENT

         THIS AMENDED AND RESTATED PARTICIPATION AGREEMENT, dated as of October
7, 1996 (this "Agreement"), is among GENESIS ELDERCARE PROPERTIES, INC., as
Lessee; MELLON FINANCIAL SERVICES CORPORATION #4, as Lessor; the Persons named
on Schedule I hereto (together with their respective permitted successors,
assigns and transferees), as Lenders; and MELLON BANK, N.A., a national banking
association, not in its individual capacity except as expressly stated herein,
but solely as Agent for Lessor and Lenders.

                              W I T N E S S E T H:

         WHEREAS, Lessee, Lessor, Lenders and Agent have entered into this
Agreement for the purpose of providing financing for the acquisition of certain
parcels of real property (each a "Land Interest") and the acquisition or
construction of certain facilities currently located or to be constructed
thereon (each, a "Facility");

         WHEREAS, Land Interests on which a Facility has heretofore been
constructed or will be constructed prior to acquisition thereof by Lessor are
identified on Schedule III-A and Schedule III-B (each such Land Interest,
together with such Facility, a "Developed Site"), and each Land Interest on
which a Facility is to be constructed following the acquisition thereof (each
such Land Interest, together with such Facility, an "Undeveloped Site") are
identified on Schedule III-C or may be identified from time to time during the
Construction Period (the Developed Sites and the Undeveloped Sites are referred
to individually as a "Site" and collectively as the "Sites"); and

         WHEREAS, (i) Lessor shall purchase the Developed Sites and the Land
Interests relating to the Undeveloped Sites (other than the Non-Acquired Land
Interests) from third party sellers, (ii) Lessor will ground lease from Lessee
each Non-Acquired Land Interest, (iii) Lessee, as Construction Agent, shall
construct Facilities on the Land Interests relating to the Undeveloped Sites and
shall apply Advances from Lessor to pay the costs thereof, and (iv) Lessee shall
lease the Sites from Lessor for the Lease Term pursuant to the Lease in the form
of Exhibit A hereto; and

         WHEREAS, Lessee shall sublease the Sites (other than the Sites located
at Tierra Pines Health Care Center, Eagle Crest Nursing Center Atlantic and
Woodlands) set forth on Schedule III-A to Subtenants pursuant to the Subleases 


<PAGE>


                                                                               

and may sublease any future Sites to Subtenants pursuant to the Subleases; and

         WHEREAS, Lessor shall contribute a portion of the Total Costs through
an equity investment in the Sites (the "Equity Amount"); and

         WHEREAS, Lessor wishes to obtain, and the Lenders are willing to
provide, financing (the "Financing") of the remaining portion of the Total
Costs; and

         WHEREAS, Lessee has heretofore caused the Guarantors to have executed
and delivered the guaranties (the "Original Guaranties") in the forms of Exhibit
B-1 and Exhibit B-2 attached hereto for the benefit of the Lessor, Lenders and
Agent, which Guaranties have been joined in by NHCA as an additional Guarantor,
and concurrently with the execution and delivery of this Agreement Lessee shall
cause the Guarantors to execute and deliver confirmations of the Guaranties (the
"Confirmations"; herein, the Original Guaranties, as joined in by NHCA and as
confirmed by the Confirmations, are collectively called the "Guaranties") in the
forms of Exhibit B-3 and Exhibit B-4 attached hereto from the Guarantors for the
benefit of Lessor, Lenders and Agent; and

         WHEREAS, to secure the Financing, Agent, on behalf of the Lenders, will
have the benefit of a Lien from Lessor on all of Lessor's right, title and
interest in each Site and on substantially all of Lessor's rights against Lessee
under the Lease with respect to each Site; and

         WHEREAS, the parties have previously entered into that certain
Participation Agreement dated July 24, 1996 (the "Original Participation
Agreement") and that certain Lease and Agreement dated July 24, 1996 (the
"Original Lease"), each of which the parties hereto desire to amend and restate
as set forth below.

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


                                       -2-


<PAGE>



                                    ARTICLE I

                                   DEFINITIONS

         This Agreement is an amendment and restatement of the Original
Participation Agreement. Any obligations of the Lessee under the Original
Participation Agreement accrued as of the date hereof shall continue in full
force and effect hereunder.

         Unless the context shall otherwise require, capitalized terms used and
not defined herein shall have the meanings assigned thereto in Appendix 1 hereto
for all purposes hereof.

                                   ARTICLE II

            EFFECTIVENESS; ACQUISITION AND LEASE; GENERAL PROVISIONS

         SECTION 2.1. Effectiveness of Agreement. This Agreement shall become
effective on the date (on or before October 24, 1996) on which all the
conditions precedent thereto set forth in Appendix 2 hereto shall have been
satisfied or waived by the applicable parties as set forth therein. As used
herein, the term "Document Closing Date" shall mean October 7, 1996.

         SECTION 2.2. Agreement to Acquire and Lease and Make Advances. As of
the date hereof, Lessor and Lessee shall enter into (i) the Lease pursuant to
which Lessor shall lease the Developed Sites to Lessee, and Lessor and Lessee
shall enter into, and Lessee shall cause to be recorded, for each Developed Site
upon acquisition and each Undeveloped Site upon acquisition of the related Land
Interest the Lease Supplement, and (ii) the Construction Agency Agreement
pursuant to which Lessor shall appoint Lessee as construction agent to construct
a Facility on each of the Undeveloped Sites on the terms and conditions herein
and therein set forth. On each Advance Date, on the terms and conditions herein
set forth, Lessor shall make an Advance for the purposes of (i) acquiring one or
more Sites, (ii) funding a portion of the cost of constructing a Facility on an
Undeveloped Site and/or (iii) funding a portion of the Transaction Costs
allocable to a Site. The Developed Sites include, without limitation, the NHCA
Sites acquired by Lessor pursuant to that certain Participation Agreement dated
as of July 24, 1996 by and among Lessee, Lessor, Agent and the Lenders.

         SECTION 2.3. Participation by Lenders. Subject to the terms and
conditions of this Agreement and in reliance on the representations and
warranties of each of the parties hereto contained herein or made pursuant

                                       -3-


<PAGE>

hereto, on each Advance Date each Lender shall finance, in part, each Advance by
Lessor by making a secured loan to Lessor (in accordance with Lessor's payment
instructions set forth on Schedule II) in an amount in immediately available
funds on such Advance Date equal to such Lender's Commitment Percentage of such
Advance and in the aggregate not more than its Commitment as set forth on
Schedule I hereto. Each loan shall be evidenced by one or more Notes issued to
the Lender(s) under and repayable in accordance with the terms of the Loan
Agreement (which shall be substantially in the form of Exhibit A thereto).

         SECTION 2.4. Participation by Lessor. Subject to the terms and
conditions of this Agreement and in reliance on the representations and
warranties of each of the parties hereto contained herein or made pursuant
hereto, on each Advance Date Lessor shall acquire an equity interest in the
Overall Transaction by contributing an amount in immediately available funds on
such Advance Date equal to Lessor's Commitment Percentage of the Advance being
made on such Advance Date and in the aggregate not more than the Equity Amount.
In consideration for its contribution of the Equity Amount Lessor shall be
entitled to be paid the Yield on the Equity Amount on each Payment Date.

         SECTION 2.5.  Advance Dates.

                  (a) Notices and Closing. At least ten (10) Business Days (in
the case of a Site Acquisition Date), or five (5) Business Days (in all other
cases) prior to each Advance Date, Lessee (in its capacity as Construction
Agent, in the case of clause (ii) below with respect to any Undeveloped Site, in
the case of clause (iii) below and in the case of clause (vi) below if clause
(ii) below shall be applicable to such Advance) or Agent shall deliver to the
other and to the Participants an irrevocable written notice substantially in the
form of Exhibit N (an "Advance Request"), setting forth:

                  (i) the proposed Advance Date;

                  (ii) in the case of an Advance to fund the cost of acquisition
         of any Site or Group, a statement that a Site or Group is to be
         acquired, together with a description of such Site or Group and the
         purchase price therefor, and in the case of any Undeveloped Site, (x) a
         statement setting forth the Construction Agent's reasonable estimate of
         the construction period for the construction of the Facility thereon
         and (y) a statement setting forth whether Lessee (in its capacity as

                                       -4-


<PAGE>

         Construction Agent) elects to pay interest and Yield allocable to such
         Site during the applicable Construction Period or elects to have such
         interest and Yield constitute Capitalized Interest and Capitalized
         Yield, respectively (which election shall be irrevocable for such
         Undeveloped Site and the applicable Construction Period therefor);

                  (iii) in the case of an Advance to fund any portion of the
         cost of constructing a Facility on an Undeveloped Site, a description
         of the work so funded, the identity of the provider thereof and the
         identity of the relevant Site;

                  (iv) in the case of an Advance to fund any Transaction Costs,
         a description of such Transaction Costs and a statement specifying the
         Site or Sites to which such Transaction Costs are allocable;

                  (v) in the case of an Advance for purposes other than those
         set forth in clause (iii) above (which shall be funded pursuant to
         Section 2.5(j)), wire transfer instructions for the disbursement of
         funds; and

                  (vi) except for any Advance Request solely for Construction
         Costs under Section 3.3, the information required by Section 7 of
         Exhibit N.

All documents and instruments required to be delivered on the Document Closing
Date and each Site Acquisition Date pursuant to this Agreement shall be
delivered at the offices of Mayer, Brown & Platt, 190 South LaSalle Street,
Chicago, Illinois 60603-3441 or at such other location as Agent shall specify.
All documents and instruments required to be delivered on any other Advance Date
pursuant to this Agreement shall be delivered at the offices of Agent at
Plymouth Meeting Executive Campus, 610 West Germantown Pike, Suite 200, Plymouth
Meeting, PA 19462, Attention: Carol Paige. On the scheduled Advance Date, and
subject to the terms and conditions of this Agreement, and upon receipt of funds
by Lessor from the Lenders sufficient therefor, Lessor shall make the requested
Advance.

                  (b) Commitment Limits. The aggregate amount disbursed by the
Participants hereunder (including all Capitalized Interest and Capitalized
Yield) shall not exceed the aggregate Commitments. The aggregate amount
disbursed by the Participants hereunder with respect to any Site or Facility
shall not exceed the amount allocated to such Site and Facility on Schedule
III-B or Schedule III-C, as applicable; provided, however, that the amount of
the Commitment not allocated to either Developed Sites or Undeveloped Sites on 

                                       -5-


<PAGE>
Schedule III-B and Schedule III-C, respectively, shall be allocated to Sites
upon the identification of each thereof in the following manner:

                           (i) Upon the identification by Lessee, as
         Construction Agent, of such an unidentified Developed Site or an
         unidentified Undeveloped Site, Lessee shall send a written notice of
         such identification to Agent, which identification shall include
         Lessee's allocation of the amount of the then unallocated Commitments
         to Schedule III-B (in the case of a Developed Site) or Schedule III-C
         (in the case of an Undeveloped Site);

                           (ii) The amount allocated to such Site shall be the
         least of (x) the amount set forth in Lessee's notice; (y) the Fair
         Market Sales Value of such Site (which, in the case of an Undeveloped
         Site, shall include the projected value thereof upon completion of the
         Facility thereon and the amount described in this clause (y) shall
         include the estimated amount of all Advances required to complete the
         construction of the Facility, in each case based upon the Plans and
         Specifications for such Facility) as established by the Appraisal with
         respect to such Site described in Section 3.2(n); and (z) the aggregate
         amount of the Commitments which has not then or theretofore been
         allocated to any other Site pursuant to this Section 2.5(b);

                           (iii) The amount allocated to any other unidentified
         Site shall be similarly allocated by operation of the provisions of
         this Section 2.5(b); and

                           (iv) Schedule III-B or Schedule III-C shall be deemed
         amended to include such Site and the amount of the allocation
         determined in accordance with clause (ii) of this Section 2.5(b).

                  For any Advance Request made by Lessee after the occurrence of
a Lease Event of Default, Agent shall have the right, but shall not be
obligated, to cancel such Advance Request prior to the honoring of such Advance
Request.

                  (c) Appraised Value Limitations. In no event shall the
aggregate amount disbursed by the Participants in respect of any Site exceed the
appraised value of such Site as of the Site Acquisition Date set forth in the
Appraisal thereof delivered pursuant to Section 3.2(n).

                                       -6-


<PAGE>

                  (d) Required Dates. There may not be more than one Advance
Date in any calendar month (other than Advance Dates constituting Site
Acquisition Dates), and each Advance Date specified in an Advance Request shall
be the numerical day of the applicable calendar month which corresponds to the
date of the initial Advance Date; provided, however, that if such numerically
corresponding day is not a Business Day (or if such calendar month has no
numerically corresponding day), the Advance Date shall be the next succeeding
Business Day unless such day occurs in a different calendar month, in which case
the Advance Date shall be the immediately preceding Business Day. Any provision
in this Section 2.5(d) to the contrary notwithstanding, any Site Acquisition
Date shall be a permitted Advance Date, but only in respect of the Advance
attributable to the acquisition of the applicable Site.

                  (e) Obligations Several. The obligations of the parties hereto
or elsewhere in the Operative Documents shall be several and not joint; and no
party shall be liable or responsible for the acts or defaults of any other party
hereunder or under any other Operative Document.

                  (f) Termination of Commitment. Notwithstanding anything in
this Agreement to the contrary, no party hereto shall be obligated to make any
fundings pursuant to this Agreement after 5:00 P.M., New York time, on October
24, 1996 (for the initial advance) and October 7, 1998 (for any subsequent
advance), and no Advance Date may occur following such latter date.

                  (g) Failure of a Participant to Fund. If Agent determines that
any Participant (a "Defaulting Participant") will not make available the amount
(the "Defaulted Amount") which would constitute its portion of the Advance
specified in an Advance Request, Agent shall promptly notify each other
Participant (each, a "Non-Defaulting Participant") and specify the additional
amounts required to be funded by each Non-Defaulting Participant. Each
Non-Defaulting Participant, as soon as practical after receipt of notice but not
before the Advance Date, shall transfer to Agent, in immediately available
funds, its pro rata share of the Defaulted Amount, determined in the same
proportion that such Non-Defaulting Participant's Commitment bears to the
aggregate Commitments of all Non-Defaulting Participants; provided that such
amount, together with all amounts previously funded by each Non-Defaulting
Participant, shall not exceed the Non-Defaulting Participant's Commitment. If
the Defaulted Amount cannot be fully funded by the Non-Defaulting Participants,
Agent shall so notify the Non-Defaulting Participants and give to all
Non-Defaulting

                                       -7-


<PAGE>
Participants the opportunity to increase their respective Commitments by notice
in writing to Agent; provided that should the aggregate proposed increased
Commitments by one or more Non-Defaulting Participants exceed the Defaulted
Amount, Agent shall increase the Commitments of the participating Non-Defaulting
Participants on a pro-rata basis in accordance with the respective amounts by
which such Non-Defaulting Participants have offered to participate, it being
understood that in no event shall the aggregate amount funded by any Participant
exceed the amount of such Participant's Commitment, after giving effect to any
increase in such Commitment pursuant to this sentence.

         In the event of any funding of all or a portion of the Defaulted Amount
by the Non-Defaulting Participants, the following rules shall apply
notwithstanding any other provision in any Operative Document:

                  (i)        The Commitment of the Defaulting Participant shall
                             be decreased in an amount equal to the total
                             aggregate increase, if any, in the Commitments of
                             the Non-Defaulting Participants pursuant to this
                             Section 2.5(g) and the Commitment Percentages of
                             the Participants shall be revised accordingly;

                  (ii)       A Defaulting Participant shall be obligated to
                             fund any Advances occurring after its default
                             based upon its revised Commitment Percentage, if
                             the Commitment Percentages are revised in
                             accordance with the immediately preceding clause
                             (i); and to the extent that the Commitment
                             Percentage of any Defaulting Participant shall not
                             be so revised, Agent may thereafter call upon such
                             Defaulting Participant to fund a share of one or
                             more future Advances in an amount greater than
                             such Defaulting Participant's Commitment
                             Percentage so that the aggregate amount disbursed
                             by such Defaulting Participant shall equal (after
                             giving effect to such Advance or Advances) its
                             Commitment Percentage of the aggregate amount of
                             all Advances then and theretofore made by all
                             Participants;

                  (iii)      A Defaulting Participant shall not have the right
                             to fund its Defaulted Amount without the written
                             consent of Agent and Lessee and then only to the
                             extent such Defaulted Amount has not been funded by
                             the Non-Defaulting Participants in a manner

                                       -8-


<PAGE>
                             that resulted in a decrease in the Defaulting
                             Participant's Commitment Percentage;

                  (iv)       If and to the extent that the Defaulted Amount is
                             not funded by the Non-Defaulting Participants,
                             Agent may delete funds from the Advance Request so
                             that the total Advance specified in the Advance
                             Request equals the aggregate revised fundings for
                             the Advance Date;

                  (v)        The Defaulting Participant shall not be
                             responsible for any consequential damages suffered
                             by any Lessee or any of Lessee's Affiliates as a
                             result of its failure to so fund; and

                  (vi)       Until the Defaulting Participant cures its
                             default, the right of the Defaulting Participant
                             to receive any payments made under the Notes or
                             otherwise in accordance with the Operative
                             Documents shall be subordinate in all respects to
                             the right of the Non-Defaulting Participants to
                             receive payments of amounts due under the Notes or
                             otherwise in accordance with the Operative
                             Documents, and no such payments shall be made to
                             the Defaulting Participant until each Non-
                             Defaulting Participant shall have received all
                             such sums then due to it.

                  (h) Postponement of Advance Date. In the event that any
Participant shall make the funding requested pursuant to any Advance Request and
the relevant Advance Date shall not have occurred on the date specified in such
Advance Request, Lessee (in its capacity as Construction Agent to the extent
such Advance Request was made by Lessee in such capacity) shall pay Lessor
damages equal to interest on the amount funded by each Participant at the
Assumed Interest Rate for the period from the date of each such Participant's
Advance to the date such Advance is returned to such Participant or such Advance
Date shall have occurred, less any interest earned by Lessor (or Agent) on
behalf of the Participants by investing such funded amounts (which damages
Lessor will remit to the appropriate Participant(s)); provided that this
provision shall not be construed to require Lessor (or Agent) to invest such
funds in interest-bearing accounts. Such damages shall be due and payable by
Lessee upon the occurrence of such postponed Advance Date and such payment shall
be an additional condition precedent to such Advance Date; provided, however,
that no additional Advance Request shall be required to be given if an Advance
Date is postponed and thereafter timely consummated; and provided, that if such 

                                       -9-


<PAGE>

Advance Date shall not have occurred by the third (3rd) Business Day following
the funding by the Participants in respect thereof, then all such damages shall
be due and payable on such date, and Lessor (or Agent on its behalf, as the case
may be) shall refund to each Participant all amounts funded by such Participant
and all accrued interest allocable to such Participant.

                  (i) Notes; Notations. Upon the consummation of each Advance,
each Lender may make a notation on the grid attached to such Lender's Note
indicating the amount of the Loan advanced by such Lender on such Advance Date,
and the Agent, on behalf of Lessor and the Lenders, shall make a notation on its
records indicating the amount of the Loan advanced by each Lender and the
portion of the Equity Amount so advanced by Lessor on such Advance Date. In
addition, on each Payment Date during any Construction Period, with respect to
the amount of Capitalized Interest and Capitalized Yield due for Advances made
in connection with Undeveloped Sites, in the event an Advance Request is made to
pay such Capitalized Interest and Capitalized Yield (it being understood that
Lessor shall cause such Capitalized Interest and Capitalized Yield to be paid by
operation of such Advance Request, if duly included in the Advance Request made
by Lessee in its capacity as Construction Agent, or in lieu of including such
payment in such Advance Request, Lessee in its capacity as Construction Agent
may elect to pay such Capitalized Interest and Capitalized Yield from its own
funds in order to avoid having Lessor default in the payment thereof and avoid
having such amounts included in the Lease Balance; provided, however, that such
election to include or exclude Capitalized Interest and Capitalized Yield in the
Advance Request must be made as described in Section 2.5(a)) each Lender shall
make a notation on the grid attached to such Lender's Note indicating the amount
of Capitalized Interest on such Lender's Note during the Interest Period ending
on such Payment Date (which Capitalized Interest shall thereby be added to the
principal amount of such Note). Lessor shall make a notation on its records
indicating the amount of Capitalized Yield on the Equity Amount during the
Interest Period. Each Participant is hereby authorized to record the date and
amount of each Advance made by such Participant, each continuation thereof, the
date and amount of each payment or repayment of principal or Equity Amount
thereof (as the case may be) and the length of each Interest Period with respect
thereto, on the grid annexed to and constituting a part of each Note held by
such Participant or the records of Agent, as applicable, and any such
recordation shall constitute prima facie evidence of the accuracy of the
information so recorded, provided, however that the failure to make any such
recordation or any error in such recordation shall not affect the obligation of 

                                      -10-


<PAGE>
Lessor under any Note or the obligation of Lessee to pay Rent.

                  (j) Construction Advances. Lessor shall establish and maintain
at Agent a deposit account in the name of the Construction Agent into which any
Advances made in order to fund any portion of the cost of constructing a
Facility on an Undeveloped Site shall be directly paid. So long as no Lease
Event of Default exists Lessor shall grant Construction Agent a power of
attorney to withdraw funds from such account for the performance of its agency
duties under the Construction Agency Agreement.

                  (k) Initial Interest and Yield on Advances. Interest and Yield
on each Advance shall be determined by reference to the Prime Rate or LIBO Rate,
whichever is applicable, for the period from the date of such Advance until the
commencement of the next succeeding Interest Period.

         SECTION 2.6. Facility Fee; Commitment Fee; Commitment Reduction. (a) On
the Document Closing Date, Lessee shall pay to Agent, for the account of each
Participant, a fully-earned, non-refundable Facility Fee. Lessee shall pay to
Agent, for the account of each Participant, a fully-earned, non-refundable
Commitment Fee (the "Commitment Fee") determined on an amount equal to the daily
unused portion of the aggregate Commitments during the period (the "Commitment
Period") commencing on the Document Closing Date and ending on the second
anniversary of the Document Closing Date, calculated using a rate per annum
(based on a year of 360 days and actual days elapsed) equal to the Commitment
Fee Factor for such day, on the amount (not less than zero) equal to the amount
by which

                             (i) the amount of such Participant's Commitment
         (after taking into account any reductions pursuant to Section 2.6(b)
         below) on such day, exceeds

                             (ii) the aggregate funded principal amount of such
         Participant's Loans or Equity Amount, as applicable.

As used herein, the "Commitment Fee Factor" for a given day shall be determined
as set forth in Section 2.10 of the Credit Agreement. The Commitment Fee shall
be due and payable for the preceding quarter (x) on each Regular Payment Date
(as defined in the Credit Agreement) in the Commitment Period, (y) on the date,
if any, of each reduction of the amount of the Commitment on the amount so
reduced and (z) on the first Business Day after October 7, 1998. From time to
time upon receipt, Agent will promptly deliver to the Participants their pro

                                      -11-


<PAGE>
rata portions of such Facility Fee and Commitment Fee in accordance with their
respective Commitments.

         (b) At the option of Lessee, from time to time, exercisable by written
notice to Lessor and Agent, Lessee may request Agent to reduce the aggregate
unused portion of the Participants' Commitments and Agent shall notify the
Participants of such request and the Participants shall each reduce the unused
portion of their respective Commitments, subject to the following provisions:

         (i)      Such notice from Lessee shall specify the aggregate amount of
                  such reduction for all Participants, which amount shall be
                  $1,000,000 or an integral multiple thereof;

         (ii)     Such notice shall specify the effective date of such
                  reduction, such effective date to be a date not earlier than
                  five Business Days after the date of such notice;

         (iii)    The remaining unused portion of the Commitments, after giving
                  effect to such reduction, shall be sufficient to fully fund
                  the remaining acquisition and construction costs to be funded
                  under this Agreement and the other Operative Documents, and
                  Lessee shall so certify in such notice; and

         (iv)     Any reduction of the unused portions of Commitments shall be
                  made pro rata among the Participants based upon the respective
                  amounts of the Commitments.

         SECTION 2.7. Payments to Participants. The parties to this Agreement
hereby agree that any payment required to be made by Lessee to Lessor or any of
the Lenders, or by Lessor to Lenders out of amounts paid by Lessee to Lessor,
pursuant to any Operative Document may be made directly to Agent on behalf of
the applicable Participants by Lessee in lieu of the corresponding payment
required to be made by Lessee to such Participants, or by Lessor to Lenders out
of amounts payable by Lessee to Lessor, pursuant to any Operating Document. Such
payment by Lessee to Agent shall be deemed to constitute (a) the required
payment from Lessee to Lessor or any other applicable Participant and (b) the
corresponding payment by Lessor to the Lenders. Agent shall promptly (and in any
case, within one Business Day) remit to each of the Participants its respective
share of any such amounts.

         SECTION 2.8.  Nature of Transaction.  (a) It is the intent of the
parties hereto that:  (i) the transaction contemplated hereby constitutes an

                                      -12-


<PAGE>

operating lease from Lessor to Lessee for purposes of Lessee's financial
reporting, (ii) the transaction contemplated hereby preserves ownership in the
Sites to Lessee for purposes of Federal and state tax and bankruptcy purposes,
(iii) Lessee, pursuant to the Lease, grants a security interest or lien, as the
case may be, in the Sites and the other Collateral to Lessor, (iv) for purposes
of Federal and state tax and bankruptcy purposes, the payment by Lessee of the
portions of Basic Rent described in clauses (i) and (ii) of the definition
thereof shall be treated as payments of interest, and the payment by Lessee of
the portions of Basic Rent described in clause (iii) of the definition thereof
and any other amounts in respect of the Lease Balance shall be treated as
repayments of principal, and (v) the Mortgage and Assignment of Lease create a
lien and security interest in the Collateral, subject to certain limited
exceptions. Nevertheless, Lessee acknowledges and agrees that none of Lessor,
Agent or any Lender has provided or will provide tax, accounting, health care
regulatory or legal advice to Lessee regarding the Overall Transaction or made
any representations or warranties concerning the tax, accounting, regulatory or
legal characteristics of the Operative Documents and that Lessee has obtained
and relied upon such tax, accounting, regulatory and legal advice concerning the
Operative Documents as it deems appropriate.

                  (b) Specifically, without limiting the generality of
subsection (a) of this Section 2.8, but understanding that the parties'
characterization is not the sole determinant of the issue, the parties hereto
intend and agree that with respect to the nature of the transactions evidenced
by the Lease in the context of the exercise of remedies under the Operative
Documents, relating to and arising out of any insolvency or receivership
proceedings or a petition under the United States bankruptcy laws or any other
applicable insolvency laws or statute of the United States of America or any
State or Commonwealth thereof affecting Lessee, Lessor or any Lender or any
enforcement or collection actions, the transactions evidenced by the Operative
Documents are loans made by the Lenders as unrelated third party lenders to
Lessee secured by the Sites.

         SECTION 2.9. Computations. For all purposes under the Operative
Documents, all computations of interest, Yield, Facility Fee, Commitment Fees
and other accrued amounts (including the Overdue Rate) shall be made on the
basis of actual number of days elapsed in a 360-day year (or in the case of
calculations based upon the Prime Rate, on the basis of actual number of days
elapsed in a 365 (366) day year), except as otherwise specifically provided in
any Operative Document.

                                      -13-


<PAGE>
         SECTION 2.10.  Renewal Term.

         (a) Lessee's Renewal Request. Pursuant to Section 6.1 of the Lease, so
long as no Lease Payment/Bankruptcy Default or Lease Event of Default shall have
occurred and be continuing at the time Lessee delivers the Renewal Request and
at the commencement of the Renewal Term, Lessee may request that Agent, Lessor
and the Lenders extend the Lease and the Financing for the Renewal Term (such
request by Lessee is herein called the "Renewal Request"). In the event Lessee
makes such request, within thirty (30) days, Agent will prepare a proposal
setting forth the terms and conditions upon which Lessor and each Lender may
agree to extend the Lease for the Renewal Term, to present to Lessee, Lessor and
each Lender. Within fifteen (15) days of its receipt of Agent's proposal, Lessee
shall inform Agent in writing of whether Agent's proposal is acceptable to
Lessee, such approval by Lessee being in Lessee's sole discretion. Failure of
Lessee to inform Agent in writing of its approval or rejection within fifteen
(15) days of its receipt of Agent's proposal shall be deemed to constitute
Lessee's rejection thereof, in which event, Lessee's Renewal Request shall be
deemed void and of no force or effect.

         (b) Agent's Solicitation of Lessor and Lenders. If Lessee shall approve
of Agent's proposal in writing, Agent shall solicit approval from each of Lessor
and the Lenders of such proposal; provided, that neither Lessor nor any Lender
shall be required to approve a proposal submitted by Agent. Within thirty (30)
days of solicitation by Agent, Lessor and each Lender shall indicate its
approval or rejection of the proposal submitted by Agent, such approval by
Lessor and each Lender being in such party's sole discretion. Failure of Lessor
or any Lender to indicate its approval or rejection within thirty (30) days of
solicitation shall be deemed to constitute such party's rejection thereof. If
Lessor or any Lender rejects (or is deemed to have rejected) Agent's proposal to
extend the Lease and the Financing for the Renewal Term (such Lessor or Lender,
in either case, is herein called a "Non-Renewing Participant"), then within
five (5) Business Days after the expiration of the aforementioned 30-day period,
Lessee shall be required to take one of the following actions:

          (i)  Lessee may elect to cancel its Renewal Request, in which event,
               Lessee shall not have any right to extend the Lease and the
               Financing for the Renewal Term. Lessee shall make such election
               by written notice delivered to Agent not later than the end of
               such five (5) Business Day period. In the event that Lessee
               desires then to elect the Sale Option, Lessee shall make such
               election in

                                      -14-


<PAGE>
               its notice cancelling its Renewal Request delivered pursuant to
               the preceding sentence, and failing such election of the Sale
               Option, Lessee shall be deemed to have irrevocably waived such
               Sale Option and elected the Purchase Option.

          (ii) Lessee may elect to replace the Non-Renewing Participant with
               another Person which will constitute a replacement Lessor or
               Lender (a "Replacement Participant") upon expiration of the Basic
               Term, provided that Lessee certifies that the agreement between
               Lessee and the Replacement Participant to become a Replacement
               Participant is not based on terms more favorable to the
               Replacement Participant than terms available to the other
               Participants (except for Lessee's payment of the Replacement
               Participant's legal fees and expenses). Lessee shall make such
               election by written notice delivered to Agent not later than the
               end of such five (5) Business Day period, which notice shall
               identify the Replacement Participant. The date of expiration of
               the Basic Term shall be treated as the Final Maturity Date with
               respect to the Non-Renewing Participant, and on such date Lessee
               shall cause the Replacement Participant to purchase in
               immediately available funds all of the interest of the
               Non-Renewing Participant in the Sites or the Notes, as
               applicable, and the Operative Documents, for cash at a price
               equal to: (x) in the case of Lessor, the aggregate outstanding
               Equity Amount and accrued but unpaid Yield, plus all other
               amounts then due and owing to Lessor, or (y) in the case of a
               Lender, the aggregate outstanding amount of principal and accrued
               but unpaid interest then outstanding on the Notes then held by
               the Non-Renewing Participant, plus all other amounts then due and
               owing to such Non-Renewing Participant. Any such transfer of a
               Non-Renewing Participant's interests shall comply with the
               provisions of Section 6.3 of this Agreement, except those
               provisions that require a Non- Renewing Participant to pay its
               own costs and expenses in connection with such transfer. If
               Lessee fails (for any reason, including a default by the
               Replacement Participant) to cause the Replacement Participant to
               pay any such amounts when due pursuant to the preceding sentence,
               the Lease shall not be renewed for the Renewal Term, Lessee shall
               not be entitled to the Renewal Term, and such date of expiration
               of the Basic Term shall be deemed the Final Maturity Date with
               respect to all Participants. Each Replacement Participant shall
               be subject to each of the terms and conditions of this Agreement

                                      -15-


<PAGE>
                  
               and each of the other Operative Documents imposed upon Lenders
               (or upon Lessor in the case of a Replacement Participant for
               Lessor), and shall make the representations, warranties and
               covenants and perform its obligations required hereunder and
               thereunder. Specifically, without limitation, a Person shall not
               become a Replacement Participant unless Agent consents to the
               Replacement Participant (such consent not to be unreasonably
               withheld), the Non-Renewing Participant shall have been replaced
               under and in accordance with the Credit Agreement as well and
               Agent shall receive prior to such Person becoming a Replacement
               Participant the Non- Renewing Participant's written assignment
               and the Replacement Participant's written assumption of the Non-
               Renewing Participant's rights and obligations under the Operative
               Documents and the Credit Agreement, such assignment and
               assumption to be substantially in the form of Exhibit O hereto
               and to otherwise be in form and substance reasonably acceptable
               to Agent as it relates to this Agreement, and in form and
               substance required by the Credit Agreement as it relates thereto.

If Lessee shall fail to duly elect either of the options under clauses (i) and
(ii) above within the applicable five (5) Business Day period, Lessee shall be
deemed to have made its election under clause (i) above and shall be deemed to
have elected the Purchase Option.

         If at any time after Lessee shall have made a Renewal Request and prior
to the commencement of the Renewal Term, a Lease Event of Default shall have
occurred, then Lessee's rights under this Section 2.10 shall automatically
terminate and Lessee shall not be entitled to the Renewal Term.

         Any provision in this Section 2.10 to the contrary notwithstanding, in
the event Lessee, Lessor and the renewing and replacement Lenders accept Agent's
proposal to renew the Lease and the Financing for the Renewal Term, then all
renewing and replacement Lenders must extend the Financing upon the same terms
and conditions; and if the foregoing condition shall not be satisfied, Lessee
shall not be entitled to the Renewal Term.

         Lessee hereby agrees to pay all reasonable costs and expenses
(including reasonable legal fees and expenses) incurred by Agent, the then
existing Participants (including any Non-Renewing Participants) and any
Replacement Participants in connection with the provisions of this Section 2.10;

                                      -16-


<PAGE>

provided, however, that Lessee shall not be responsible for any legal fees and
expenses of more than two counsel for all of Agent and the Participants
(including, without limitation, special Credit Agreement counsel) and any
special local counsel required by Agent. Lessee shall not be responsible for the
legal fees and expenses of other counsel for the Non-Renewing Participants and
Replacement Participants unless Lessee and such parties mutually agree on the
amount of such fees and expenses to be paid by Lessee.

         SECTION 2.11. Highest Lawful Rate. It is the intention of the parties
hereto to conform strictly to applicable usury laws and, anything herein to the
contrary notwithstanding, the obligations of (a) Lessee to Lessor under this
Agreement and the Lease, (b) Lessor to the Lenders under this Agreement, the
Notes and the Loan Documents and (c) either Lessee or Lessor or any other party
under any other Operative Document, shall be subject to the limitation that
payments of interest or of other amounts constituting interest under Applicable
Laws and Regulations shall not be required to the extent that receipt thereof
would be in excess of the Highest Lawful Rate (as defined below), or otherwise
contrary to provisions of law applicable to the recipient limiting rates of
interest which may be charged or collected by the recipient. Accordingly, if the
transactions or the amount paid or otherwise agreed to be paid for the use,
forbearance or detention of money under this Agreement, the Lease, the Loan
Documents and any other Operative Document would exceed the Highest Lawful Rate
or otherwise be usurious under Applicable Laws and Regulations (including
without limitation the federal and state laws of the United States of America,
or of any other jurisdiction whose laws may be mandatorily applicable) with
respect to the recipient of any such amount then, in that event, notwithstanding
anything to the contrary in this Agreement, the Lease, the Loan Documents, or
any other Operative Document, it is agreed as follows as to the recipient of any
such amount:

                  (a) the provisions of this Section 2.11 shall govern and
         control over any other provision in this Agreement, the Lease, the Loan
         Documents, and any other Operative Document and each provision set
         forth therein is hereby so limited;

                  (b) the aggregate of all consideration which constitutes
         interest under Applicable Laws and Regulations that is contracted for,
         charged or received under this Agreement, the Lease, the Loan
         Documents, or any other Operative Document shall under no circumstances
         exceed the maximum amount of interest allowed by Applicable Laws and

                                      -17-


<PAGE>
         Regulations of the Commonwealth of Pennsylvania, excluding any
         conflicts law (or, if and to the extent required by the Applicable Laws
         and Regulations of any state in which any Site is located, the
         Applicable Laws and Regulations of such state), it being the intention
         of the parties that the Applicable Laws and Regulations of the
         Commonwealth of Pennsylvania, excluding any conflicts laws, shall
         govern the determination of the Highest Lawful Rate (such maximum
         lawful interest rate, if any, with respect to such Lender herein called
         the "Highest Lawful Rate"), and all amounts owed under this Agreement,
         the Lease, the Loan Documents and any other Operative Document shall be
         held subject to reduction and (i) the amount of interest which would
         otherwise be payable to the recipient hereunder and under the Lease,
         the Loan Documents and any other Operative Document, shall be
         automatically reduced to the amount allowed under Applicable Laws and
         Regulations and (ii) any unearned interest paid in excess of the
         Highest Lawful Rate shall be credited to the payor by the recipient
         (or, if such consideration shall have been paid in full, refunded to
         the payee);

                  (c) all sums paid, or agreed to be paid for the use,
         forbearance and detention of the money under this Agreement, the Lease,
         the Loan Documents, or any other Operative Document shall, to the
         extent permitted by Applicable Laws and Regulations, be amortized,
         prorated, allocated and spread throughout the full term of such
         indebtedness until payment in full so that the actual rate of interest
         is uniform throughout the full term thereof;

                  (d) if at any time the interest, together with any other fees,
         late charges and other sums payable pursuant to or in connection with
         this Agreement, the Lease, the Loan Documents, and any other Operative
         Document executed in connection herewith or therewith, and deemed
         interest under Applicable Laws and Regulations, exceeds that amount
         which would have accrued at the Highest Lawful Rate, the amount of
         interest and any such fees, charges and sums to accrue to the recipient
         of such interest, fees, charges and sums pursuant to the Operative
         Documents shall be limited, notwithstanding anything to the contrary in
         the Operative Documents to that amount which would have accrued at the
         Highest Lawful Rate for the recipient, but any subsequent reductions,
         as applicable, shall not reduce the interest to accrue pursuant to the
         Operative Documents below the recipient's Highest Lawful Rate until the
         total amount of interest payable to the recipient (including all
         consideration which constitutes interest) equals the amount of interest

                                      -18-


<PAGE>
         which would have been payable to the recipient (including all
         consideration which constitutes interest), plus the amount of fees
         which would have been received but for the effect of this Section 2.11.

                                   ARTICLE III
                      CONDITIONS TO ADVANCES AND COMPLETION

         SECTION 3.1. Conditions to All Advances. The obligation of each
Participant to perform its obligations on any Advance Date shall be subject to
the fulfillment to the reasonable satisfaction of (including, with respect to
writings, such writings being in form and substance reasonably satisfactory to
Agent or, where expressly provided below, the Required Lenders), or the waiver
in writing by, Agent (at the direction of Required Lenders) of the conditions
precedent set forth in this Section 3.1 (in addition to the conditions precedent
set forth in Section 3.2 or 3.3, as applicable) on or prior to such Advance Date
(except that the obligation of any party hereto shall not be subject to such
party's own performance or compliance):

                  (a) Advance Request. Lessee (as Lessee or as Construction
Agent) shall have delivered an Advance Request conforming with the requirements
of Section 2.5 in respect of the proposed Advance Date. For any Advance Request
for the acquisition of any Site or Group (other than an Advance Request for an
Undeveloped Site), the amount of such Advance shall not be less than $3,000,000;
and for any Advance Request for the acquisition of any Undeveloped Site or for
construction costs, the aggregate amount of all Advances and expected Advances
for the acquisition of such Undeveloped Site and construction of the related
Facility shall not be less than $5,000,000.

                  (b) Performance. Each party to any Operative Document shall
have performed and complied with all agreements and conditions contained herein
and in any other Operative Document to which it is a party required to be
performed or complied with by it on or prior to such Advance Date. Without
limiting the foregoing, each Participant shall have funded the full amount to be
funded by such Participant on such Advance Date, as described in Article II.

                  (c) Consents and Approvals. All material Governmental Actions
and other approvals and consents required to be taken, given or obtained, as the
case may be, by or from any Authority or another Person, or by or from any
trustee or holder of any Indebtedness or obligation of Lessee, that are
necessary or, in the reasonable opinion of Agent or counsel to Agent, advisable 

                                      -19-


<PAGE>
in connection with the execution, delivery and performance of the Operative
Documents by all other parties hereto, shall have been taken, given or obtained
as the case may be (subject to the provision of Section 4.1(o) that no required
building or use related permit, approval or consent material to the use and
operation of any Site need be obtained prior to the date on which such permit,
approval or consent is or becomes necessary), shall be in full force and effect
and the time for appeal with respect to any thereof shall have expired (or, if
an appeal shall have been taken, the same shall have been dismissed) and shall
not be subject to any pending proceedings or appeals (administrative, judicial
or otherwise).

                  (d) Representations and Warranties True; Absence of Defaults
and Material Adverse Effect. Each representation and warranty of Lessee
contained herein or in any other Operative Document shall be true and correct in
all material respects as though made on and as of such Advance Date, except that
any such representation or warranty which is expressly made only as of a
specified date need be true only as of such date. No material Lease Default and
no Lease Event of Default shall have occurred and be continuing. Since the
Document Closing Date, no Material Adverse Effect shall have occurred.

                  (e) [INTENTIONALLY OMITTED.]

                  (f) Officer's Certificate of Lessor. On each Advance Date,
Agent shall have received, with sufficient counterpart originals for Agent to
distribute to all Participants, an Officer's Certificate of Lessor, dated such
Advance Date, stating that (A) each and every representation and warranty of
Lessor contained in the Operative Documents to which it is a party is true and
correct in all material respects on and as of such Advance Date as though made
on and as of such Advance Date, except to the extent such representations and
warranties relate solely to an earlier date, in which case such representations
and warranties shall have been true and correct in all material respects as of
such earlier date, (B) it has duly performed and complied with all agreements
and conditions herein and in any other Operative Document required to be
performed or complied with by it on or prior to such Advance Date and (C) each
Operative Document to which it is a party is in full force and effect with
respect to it.

                  (g) Transaction Costs. Lessee shall have paid all Transaction
Costs invoiced through such Advance Date to the parties to whom such Transaction
Costs are payable (or shall have requested payment thereof pursuant to the 

                                      -20-


<PAGE>
Advance Request). Payments shall be made by wire transfer of immediately
available funds, with such wire transfer being made to the account specified on
Schedule II in the case of payments to any of the parties listed on Schedule II.

                  (h) Proceedings Satisfactory, Etc. All proceedings taken in
connection with such Advance Date and all documents relating thereto shall be
reasonably satisfactory to Agent and counsel to the Participants, and Agent and
counsel to the Participants shall have received copies of such documents as
Agent or such counsel may reasonably request in connection therewith (with
sufficient copies for Agent to distribute to Lessor and all Participants), all
in form and substance reasonably satisfactory to Agent and such counsel.

                  (i) Taxes. All taxes, charges, fees and costs, if any, payable
in connection with the execution, delivery, recording and filing of the
Operative Documents and the transactions contemplated to be consummated on each
Advance Date shall have been paid in full, or arrangements for such payment
shall have been made to the satisfaction of Agent.

         SECTION 3.2. Conditions to Acquisition or Ground Lease of Sites. The
obligation of each Participant to perform its obligations on any date on which
any Site or Group is to be acquired by Lessor and on the date on which any
Non-Acquired Land Interest is to be ground leased to Lessor by Lessee or made
subject to the Construction Agency Agreement (each, a "Site Acquisition Date")
shall in each case be subject to the fulfillment to the reasonable satisfaction
of (including, with respect to writings, such writings being in form and
substance reasonably satisfactory to Agent or, where expressly provided below,
the Required Lenders), or the waiver in writing by, Agent (at the direction of
Required Lenders) of the conditions precedent set forth in this Section 3.2 (in
addition to the conditions precedent set forth in Section 3.1) on or prior to
such Advance Date (except that the obligation of any party hereto shall not be
subject to such party's own performance or compliance):

                  (a) Filings and Recordings. All filings or recordings
enumerated and described in Schedule 4.1B hereof, as well as all other filings
and recordings necessary or advisable, including precautionary financing
statements, in the opinion of Agent or counsel to Agent, to perfect the rights,
titles and interests of Lessor, the Lenders and Agent intended to be created by
the Operative Documents shall have been made, or shall have been arranged to be
made promptly thereafter, in the appropriate places

                                      -21-


<PAGE>
or offices, including any recordings and filings necessary to create, perfect,
preserve and protect (i) Lessor's interest in the Land Interests, the Facilities
and any other property and interests included in the Collateral and the
Participants' and Agent's rights under the Operative Documents and (ii) a first
mortgage lien on all Land Interests and Facilities included in the Collateral,
subject in both cases, to Permitted Exceptions and the rights of Lessee under
the Lease. All recording and filing fees and taxes with respect to any
recordings or filings made pursuant to this Section 3.1(a) shall have been paid
in full, and reasonably satisfactory evidence thereof shall have been delivered
to Agent, or arrangements for such payment shall have been made to the
satisfaction of Agent. Notwithstanding anything to the contrary contained in
this Section 3.1(a), if, as a result of a state's law, significant mortgage or
intangible taxes are payable upon recordation, at the request of Lessee, Lessor
and Agent will endeavor to minimize the taxes paid in connection with this
transaction and will cooperate with Lessee in realizing an alternative approach
acceptable to Agent based on the advice of local counsel, that will minimize
taxes payable while at the same time not adversely affecting the Lessor, the
Agent or the Lenders.

                  (b) Opinions of Counsel; Local Counsel Questionnaires. Agent
has received, with sufficient counterpart originals for Agent to distribute to
Lessor and each Participant, opinions of counsel addressed to Agent, Lessor, and
the Lenders substantially in the forms of Exhibits E-1, E-2, E-3 and E-4 with
respect to the Operative Documents executed and delivered in connection with
such Advance Date and the perfection and validity of the Participants' security
interests in the Land Interest being purchased on such Advance Date and the
Facility thereon (or to be constructed thereon), with such qualifications and
limitations as are acceptable to Agent and counsel to the Participants, and the
responses of local counsel to the local counsel questionnaire set forth as
Exhibit E-5. Each local counsel shall be subject to the prior approval of Agent
not to be unreasonably withheld.

                  (c) Survey. Lessee shall have delivered, or shall have caused
to be delivered, to Agent, with sufficient counterpart originals for Agent to
distribute to each Participant, and counsel to the Participants an ALTA survey
of the Site in a form satisfactory to the Title Insurance Company and showing no
state of facts unsatisfactory (in the reasonable exercise of its judgment) to
Agent and counsel to the Participants, which survey shall be certified to Lessor
and Agent.

                                      -22-


<PAGE>
                  (d) Title Insurance. Lessor shall have received from the Title
Insurance Company its ALTA 1992 (or, with respect to any Site located in the
State of Texas, TLTA) owner's policy of title insurance, reasonably acceptable
in form and substance to Agent (the "Lessor's Policy") (or a final hand-marked
original thereof signed by the Title Insurance Company containing all of the
provisions to be included in such policy by the Title Insurance Company, in
which case Lessor shall receive a clean, final original of such policy within
thirty (30) days), insuring that Lessor has good and marketable title to (or, in
the case of any Non-Acquired Land Interest, a good and marketable ground
leasehold estate in) the Land Interest being purchased by (or ground leased to,
as the case may be) Lessor on such Advance Date, subject to the Lease and such
other exceptions to title as are reasonably acceptable to Agent, together with
complete, legible copies of all encumbrances, maps and surveys of record. Agent,
for the benefit of the Lenders shall have received from the Title Insurance
Company its ALTA 1992 form of loan policy of title insurance (the "Loan Policy";
together with the Lessor's Policy, the "Title Policies"), reasonably acceptable
in form and substance to Agent and the counsel for the Lenders, insuring the
creation under the Mortgage in favor of Agent and the Lease in favor of Lessor
of a valid first priority mortgage lien against the Land Interest (or, in the
case of a Non-Acquired Land Interest, against Lessor's ground leasehold estate
in such Non-Acquired Land Interest), subject to such exceptions to title as are
reasonably acceptable to Agent and the counsel for the Lenders, together with
complete, legible copies of all encumbrances, maps and surveys of record. The
Title Policies shall be dated as of the applicable Site Acquisition Date, shall
be in an amount equal to the Fair Market Sales Value of such Site as of the Site
Acquisition Date (assuming in the case of an Undeveloped Site that the Facility
had already been constructed thereon) and, to the extent permitted under
Applicable Laws and Regulations and to the extent applicable to each type of
policy, shall (x) contain affirmative endorsements as to mechanics' liens,
usury, doing business, zoning (with express parking coverage), easements and
rights-of-way, comprehensive coverage, encroachments, rights of access and
survey matters, (y) delete the creditors' rights exclusion and the general
exceptions to coverage, and (z) contain such other endorsements reasonably
requested by Agent; provided in each case such endorsements are available at
commercially reasonable rates.

                  (e) Environmental Audit. Not less than five (5) Business Days
prior to such Site Acquisition Date, Agent shall have received an Environmental
Audit for such Site, which shall be in form and substance acceptable to Agent,
Lessor and the Required Lenders in their sole and absolute discretion.

                                      -23-


<PAGE>
                  (f) Zoning. In the event that, with respect to a Developed
Site, an ALTA 3.1 Zoning Endorsement (with express parking coverage), and with
respect to an Undeveloped Site, an ALTA 3.0 Zoning Endorsement, was not obtained
in connection with the Title Policies for such Site, Agent on behalf of the
Participants shall receive a copy of the applicable zoning ordinance, special
use permit or other Governmental Action covering the Site, and such evidence as
Agent may reasonably require (including without limitation the written
certification of Lessee's certified professional engineer or registered
architect or any other person satisfactory to Agent or a zoning letter from the
applicable Authority, in each case in form and substance reasonably satisfactory
to Agent) that the zoning of the Site is satisfactory and compatible with the
Facility located or to be constructed thereon.

                  (g) Purchase Agreement, Deed and Bill of Sale; Ground Lease.
As to any Land Interest other than a Non-Acquired Land Interest, Agent shall
have received (i) a fully executed Purchase Agreement regarding the acquisition
of such Land Interest and the Facility, if any, or other improvements, if any,
located on such Site, together with (x) an Officer's Certificate of Lessee to
the effect that such Purchase Agreement is complete and includes all existing
amendments, modifications and riders, and (y) a Purchase Agreement Assignment
from Lessee to Lessor, (ii) a Deed conveying to Lessor such Land Interest and
the Facility, if any, or other improvements, if any, located on such Site and
(iii) a Bill of Sale conveying any portion of any such Facility or improvements
which do not or may not constitute real estate under Applicable Law (provided
that no Bill of Sale shall be required if the form of Deed used purports to
convey title to the items which would otherwise be conveyed in the Bill of Sale
and if such Deed is in fact sufficient under applicable law to convey title to
such items). As to any Non-Acquired Land Interest, Agent shall have received a
Ground Lease granting to Lessor a ground leasehold estate on such Non-Acquired
Land Interest, duly executed and delivered by Lessee, as ground lessor, and
Lessor, as ground lessee.

                  (h) Lease Supplement. Agent shall have received, with
sufficient counterpart originals for Agent to distribute to each Participant,
original counterparts of the Lease Supplement executed by Lessee and Lessor with
respect to such Site or Group; provided that only Agent shall receive and retain
the one original thereof marked as the sole original counterpart for UCC
purposes.

                                      -24-


<PAGE>
                  (i) Mortgage. Agent shall have received a Mortgage duly
executed by Lessor with respect to such Site.

                  (j) Supplement to Assignment of Lease. Agent shall have
received a Supplement to the Assignment of Lease duly executed by Lessor with
respect to such Site.

                  (k) Construction Agency Supplement. It shall be a condition to
such Advance that the Construction Agency Agreement be in full force and effect
and no Construction Agency Event of Default shall have occurred and be
continuing. With respect to each Undeveloped Site to be acquired by Lessor on
such Site Acquisition Date and with respect to each Non-Acquired Land Interest
to be ground leased to Lessor on such Site Acquisition Date which relates to an
Undeveloped Site, each Participant and Agent shall receive a Construction Agency
Agreement Supplement with respect to the Facility to be constructed on such
Site, fully executed by Lessee, as Construction Agent, and Lessor.

                  (l) Filings and Recordations. Agent shall have received
evidence reasonably satisfactory to it that each of the Deed (except in the case
of the Non-Acquired Land Interests), the Lease Supplement (if not excluded from
recording requirements as provided herein), the Mortgage, the Assignment of
Lease and the Supplement to Assignment of Lease delivered on any Site
Acquisition Date and, with respect to the Non-Acquired Land Interests, the
Ground Lease relating thereto shall have been or are being recorded with the
appropriate Authorities in the order in which such documents are listed in this
clause (except where recording has been waived in connection with Section
3.2(a)), and the UCC Financing Statements with respect to the Facility being
acquired or constructed shall have been or are being filed with the appropriate
Authorities.

                  (m) Insurance. Insurance complying with the provisions of
Article XI of the Lease shall be in full force and effect as evidenced by
certificates of insurance, broker's reports or insurance binders delivered to
Lessor in form and substance reasonably satisfactory to Agent.

                  (n) Appraisal. Not less than ten (10) Business Days prior to
such Site Acquisition Date, Agent shall have received and will deliver to each
Participant an appraisal (the "Appraisal") which will establish (by the use of
appraisal methods satisfactory to Agent and Lessor) that, as of the date such
Site becomes subject to the Lease, the Site (which, in the case of an
Undeveloped Site, Fair Market Sales Value shall include the projected value
thereof

                                      -25-

<PAGE>
upon completion of the Facility thereon based upon the Plans and Specifications
for such Facility) will have a Fair Market Sales Value of not less than the
amount allocated to such Site on Schedule III-B or Schedule III-C or, in the
case of any unidentified Site, the amount determined pursuant to Section 2.5(b).
The Appraisal will also establish the Fair Market Sales Value of such Site as of
the end of the Base Term, the Renewal Term and the Extended Renewal Term. The
Appraisal will be prepared in accordance with the Financial Institutions Reform
Recovery and Enforcement Act of 1989 and will be performed by an independent
appraisal company chosen by Agent.

                  (o) FIRPTA Affidavit. Lessee shall have caused the seller of
the Land Interest to be acquired on such Site Acquisition Date (or Lessee
itself, as ground lessor, in the case of each Non-Acquired Land Interest) to
deliver to Agent either (i) a FIRPTA Affidavit in customary form or (ii) in the
case of a seller but not Lessee, if such seller is a "foreign person" as defined
in Section 1445 of the Code, evidence that a portion of the sales price to be
paid to such seller has been withheld, if so required, in accordance with the
provisions of the Code and the Regulations.

                  (p) No Event of Loss, Condemnation or Event of Taking. No
Event of Loss shall have occurred in respect of any Site to be acquired on the
Site Acquisition Date. No action shall be pending or threatened by an Authority
to initiate a Condemnation or an Event of Taking in respect of any Site to be
acquired on the Site Acquisition Date.

                  (q) Appraised Value Limitation; 25% Test. The appraised value
of the Land Interest of any Site or Group to be acquired shall not exceed
twenty-five percent (25%) of the forecasted Fair Market Sales Value of such Site
or Group (on an "as-built" basis, assuming the construction of a Facility on
each Site and each Site included in a Group).

                  (r) Good Standing. Lessee shall have delivered to Agent a
certificate issued by the office of the secretary of state of the jurisdiction
in which any Land Interest to be acquired or Non-Acquired Land Interest to be
ground leased is located indicating that Lessee is a foreign corporation (or
Pennsylvania corporation, in the case of any Land Interest or Non-Acquired Land
Interest located in Pennsylvania) in good standing under the laws of such
jurisdiction.

                  (s) Outside Deadline. Notwithstanding anything to the contrary
herein or in any other Operative Document, no Site Acquisition Date for any Site

                                      -26-


<PAGE>
or Non-Acquired Land Interest shall occur after the earlier of (i) October 7,
1998 and (ii) in the case of an Undeveloped Site, a date which results in the
period from such date to the second anniversary of the Document Closing Date
being shorter than the construction period applicable to such Undeveloped Site
as specified in the Advance Request for the acquisition of such Undeveloped Site
in accordance with Section 2.5(a).

The Site Acquisition Date for the Sites set forth on Schedule I of the Lease
(the "NHCA Sites") was July 24, 1996.

                  (t) Location of Site. In the event that the Site or
Non-Acquired Land Interest shall be located in a state other than the state in
which an existing Site or Non-Acquired Land Interest is located or the
Commonwealth of Pennsylvania, Lessor and Agent shall have approved of the State
for purposes of the acquisition of such Site or the ground leasing of such
Non-Acquired Land Interest.

                  (u) Confirmation of Certain Operative Documents. As a
condition to the earlier to occur of (i) the first advance after the date hereof
to acquire any Site or Group or (ii) the entering into a ground lease by Lessor,
Lessee shall deliver to Lessor and Agent such written confirmations of the
Mortgages and the other documents set forth on Schedule 3.2(u) constituting
Operative Documents under the Original Participation Agreement as Lessor and
Agent shall reasonably request, together with such updates of counsel opinions
(including local counsel opinions) and title insurance endorsements relating
thereto as Lessor and Agent shall reasonably request (all in form and substance
reasonably satisfactory to Lessor and Agent).

                  (v) Conditions to Initial Ground Lease. As a condition to the
first ground lease to be entered into by Lessor, Lessee shall deliver to Lessor
a form of ground lease in form and substance acceptable to Lessor and Agent,
together with a written confirmation agreement among Lessee, Lessor and Agent
confirming that such form of ground lease shall constitute the form of ground
lease to be attached hereto as Exhibit M. In such case, all references
thereafter to this Agreement shall be deemed to mean this Agreement together
with such confirmation agreement and form of ground lease, whether or not such
reference expressly so provides.

         SECTION 3.3. Conditions Precedent to Advances for Construction Costs.
The obligation of each Participant to perform its obligations on any Advance
Date for the payment of costs of construction of a Facility shall be subject to

                                      -27-


<PAGE>
the fulfillment to the reasonable satisfaction of (including, with respect to
writings, such writings being in form and substance reasonably satisfactory to
Agent or, where expressly provided below, the Required Lenders), or the waiver
in writing by, Agent (at the direction of Required Lenders) of the conditions
precedent set forth in this Section 3.3 (in addition to the conditions precedent
set forth in Section 3.1 and 3.2, as applicable) on or prior to such Advance
Date (except that the obligation of any party hereto shall not be subject to
such party's own performance or compliance):

                  (a) Building Plans and Architect's Agreement; Assignment.
Agent shall have received, upon request, the first page of a copy of the Plans
and Specifications signed, and all other pages thereof initialed by Lessee, as
Construction Agent, and Construction Agent's general contractor (if any) and, if
required by a Participant, a copy of Construction Agent's agreement with the
Architect, if any. Prior to the first Advance under this Section 3.3 with
respect to any Facility, Agent shall receive an assignment from Lessee in favor
of Lessor of Lessee's interest, as Construction Agent, in the Plans and
Specifications and the Architect's Agreement relating to such Facility, in the
form required by the Construction Agency Agreement, and either (i) attached
thereto is the Architect's written consent to such assignment, in the form
required by the Construction Agency Agreement, or (ii) included in such
assignment is a certification of Lessee that the applicable Architect's
Agreement includes a provision in substance identical to such consent.

                  (b) Construction Contract; Assignment. Agent shall have
received, upon request, a copy of the general construction contract (if any) and
a copy of each Major Construction Document entered into by Construction Agent or
by Construction Agent's general contractor, as the case may be. Prior to the
first Advance under this Section 3.3 with respect to any Facility, Agent shall
receive an assignment from Lessee in favor of Lessor of the general construction
contract (if any) relating to such Facility and the Permits related thereto, in
the form required by the Construction Agency Agreement, and either (i) attached
thereto is the contractor's written consent to such assignment, in the form
required by the Construction Agency Agreement, or (ii) included in such
assignment is a certification of Lessee that the applicable general construction
contract includes a provision in substance identical to such consent.

                                      -28-


<PAGE>
                  (c) Assurance of Completion. In the event that at any time or
from time to time, there is unavailable sufficient unfunded Commitment allocated
to such Site to fully pay for the completion of construction of such Facility,
Lessee, as Construction Agent, shall contribute its own funds to pay costs of
such construction prior to making any further request for any Advance to pay for
such construction until the remaining unfunded Commitment allocated to such Site
is sufficient to fully pay for the completion of such construction without
further contributions from Lessee.

                  (d) Construction Progress Information. In the event that
either (i) mechanics' liens (excluding Permitted Liens) with an aggregate amount
claimed which equals or is greater than $500,000 are filed against any Site or
(ii) five (5) or more mechanics' liens (excluding Permitted Liens) are filed
against any Site, Lessee, as Construction Agent, shall promptly (and in any
event not later than the delivery of the next following Advance Request) furnish
to Agent, and shall thereafter continue to furnish to Agent as a condition to
each Advance with respect to such Site, notice of the amount and nature of each
such mechanics' lien claim and such additional details concerning construction
of the Facility as Agent shall require, including (x) receipted invoices, bills
of sale or unconditional partial releases of lien (on forms approved by the
Participants) from each materials dealer, laborer and contractor employed by
Construction Agent for all work completed or materials supplied through such
date for which payment is being requested; and (y) receipted invoices, bills of
sale or unconditional partial releases of lien (on forms approved by the
Participants) from each materials dealer, laborer and subcontractor employed by
parties other than Construction Agent for work completed or materials provided
no more than 30 days prior to the Advance Date.

         SECTION 3.4. Conditions to Substantial Completion. The Completion of
any Facility shall be deemed to have occurred upon the satisfaction of the
following conditions with respect to such Facility, and with respect to each
Facility, Lessee shall provide the following to the satisfaction of (including,
with respect to writings, such writings being in form and substance reasonably
satisfactory to Agent or, where expressly provided below, the Required Lenders),
or the waiver in writing by, Agent (at the direction of Required Lenders),
within 60 days of substantial completion of such Facility and prior to the final
Advance with respect to such Facility under Section 3.5:

                  (a) Architect's Certificate. Construction Agent shall have
furnished to Agent, with sufficient counterpart originals for Agent to

                                      -29-


<PAGE>
distribute to all Participants, a certificate of the Architect substantially in
the form of Exhibit K (or such other form reasonably acceptable to Agent) dated
at or about the Completion Date and stating that the Facility has been completed
substantially in accordance with the Plans and Specifications and such Facility
is ready for occupancy; (ii) such Facility, as so completed, complies in all
material respects with all Applicable Laws and Regulations, and certifying that
attached thereto is a true and correct copy of the "as-built" Plans and
Specifications for such Facility (which may be in the form of the initial Plans
and Specifications for such Facility, with all change orders attached), and
(iii) all licenses, permits and approvals of any Authority affecting the Site,
including a final, unconditional certificate of occupancy have been obtained
from the necessary Authorities; provided, that the certificate of occupancy may
be a temporary certificate of occupancy, in which event, Lessee, as Construction
Agent, hereby covenants to (x) obtain a final, unconditional certificate of
occupancy within sixty days after substantial completion of the applicable
Facility and (y) promptly (and in any event prior to disbursement of the final
Advance pursuant to Section 3.5 with respect to such Site) deliver to Agent a
true, correct and complete copy of such final, unconditional certificate of
occupancy, certified by Lessee, as Construction Agent.

                  (b) Construction Agent's Certificate; As-Built Survey; Title
Insurance Endorsements. Construction Agent shall have furnished to Agent true,
correct and complete copies, certified by the Construction Agent, of the
following:


                             (i) an "as-built" ALTA survey of the Site,
         certified to Agent and Lessor, showing the location of the completed
         Facility, the location of all points of access to the Site and the
         location of all easements affecting the Site and certifying that there
         are no encroachments of the Facility onto any easements affecting the
         Site or onto any adjoining property and that all applicable setback
         requirements and other restrictions have been complied with;

                             (ii) a date-down endorsement, dated not earlier
         than the date of substantial completion of the Facilities, to the
         applicable Title Insurance Policy (or, if not available under the
         applicable state law, then such other evidence of the lack of recorded
         and unrecorded mechanics' liens affecting (or inchoate rights thereto
         which could affect) the Site as Agent may reasonably request); and

                                      -30-


<PAGE>
                             (iii) in the event that the applicable Title
         Insurance Policy is required to include an ALTA 3.0 zoning endorsement
         pursuant to the provisions of Section 3.2(f), a ALTA 3.1 Zoning
         Endorsement (with express parking coverage).

                  (c) Construction Completion. The construction of the Facility
shall have been completed substantially in accordance with the Plans and
Specifications for such Facility and all Applicable Laws and Regulations, and
such Facility shall be ready for occupancy and operation. All fixtures and other
property contemplated under such Plans and Specifications to be incorporated
into or installed in such Facility shall have been incorporated or installed
free and clear of all Liens except for Permitted Liens and Liens in favor of
Lessor or Agent.

                  (d) Lessee Certification. Lessee, as Construction Agent, shall
have furnished Lessor and Agent with a certification of Lessee, as Construction
Agent, to the effect that:

                             (i) The representations and warranties of Lessee
         with respect to such Site set forth in Section 4.1(i) are true and
         correct as of the Completion Date for such Facility in all material
         respects. All amounts owing to third parties for the construction of
         the Facility have been paid in full (other than contingent obligations
         for which Lessee, as Construction Agent, has made adequate reserves,
         including amounts funded to the Construction Agent pursuant to Section
         3.5(a)).

                             (ii) No changes or modifications were made to the
         related Plans and Specifications after the related Site Acquisition
         Date that materially and adversely effect the value, utility or
         economic useful life of such Site.

                  (e) Searches. Agent shall have received a report, as of a
current date, prepared by a search company reasonably satisfactory to Agent, of
judgment liens, tax liens and Uniform Commercial Code filings with respect to
Lessee and the Site filed of record with the applicable State filing offices in
the jurisdiction where such Site is located and the State in which Lessee has
its principal place of business.

         SECTION 3.5. Conditions Precedent to Final Advances. The obligation of
each Participant to perform its obligations on any Advance Date for the payment
of the final disbursement of construction costs of a Facility (following the
Completion of construction thereon and the expiration of the Construction Period
with respect to such Facility) shall be subject to the satisfaction

                                      -31-


<PAGE>
of (including, with respect to writings, such writings being in form and
substance reasonably satisfactory to Agent or, where expressly provided below,
the Required Lenders), or the waiver in writing by, Agent (at the direction of
Required Lenders) of the conditions precedent set forth in this Section 3.5 (in
addition to the conditions precedent set forth in Section 3.1, 3.2 and 3.3, as
applicable) on or prior to such Advance Date (except that the obligation of any
party hereto shall not be subject to such party's own performance or
compliance):

                  (a) Funding of Punchlist Amount. Provided that no Lease Event
of Default shall have occurred and be continuing, within thirty (30) days after
Completion of a Facility and prior to the termination date of the Commitments as
set forth in Section 2.5(f), Lessee, as Construction Agent, may request in
writing that Lessor request that the Participants fund the remaining cost to
complete all "punchlist" items for such Facility (the "Punchlist Amount"), in
which event, Agent, on behalf of Lessor, shall make such request of the
Participants. Such request by Lessee shall include Lessee's certification of the
Punchlist Amount. In such event, the Participants shall make an Advance in an
amount equal to the lesser of (x) the Punchlist Amount and (y) the remaining
unfunded portion of the aggregate Commitments applicable to such Facility under
Section 2.5(b). Any Advance made under this Section 3.5(a), not to exceed
$250,000, shall be paid to Construction Agent. The amount of any Advance so
funded to Construction Agent shall be deemed advanced by the Participants
hereunder and under the other Operative Documents as of the date so funded, and
the Lease Balance shall be increased by such amount on the date so funded by the
Participants. Lessee, as Construction Agent, shall cause all punchlist items to
be completed within thirty (30) days after the expiration of the Construction
Period for such Facility. Advances so funded shall be used by Lessee, as
Construction Agent, as needed, to fund the costs of construction of the Facility
for which the Advance was made.

                  (b) Repayments of Unused Advances. In the event any portion of
an Advance funded pursuant to Section 3.5(a) is not used by Lessee, as
Construction Agent, to pay the costs of construction of the Facility in
connection with which such Advance was made, then Lessee, as Construction Agent,
shall have the obligation to cause any such excess funds to be remitted to Agent
on the first Payment Date not less than one hundred twenty (120) days after the
expiration of the Construction Period for such Facility, in which event, Lessor
shall apply such amounts to repayment of the Notes and the Equity Amount pro
rata, and the Lease Balance shall be adjusted accordingly.

                                      -32-
<PAGE>
                  (c) Lessee Certification. Upon completion of the punchlist
items for any Facility, Lessee, as Construction Agent, shall furnish Lessor and
Agent with a certification of Lessee, as Construction Agent, to the effect that:

                             (i) The representations and warranties of Lessee
         with respect to the applicable Site set forth in Section 4.1(i) are
         true and correct as of the date of completion of all such punchlist
         items. All amounts owing to third parties for the construction of the
         Facility have been paid in full (other than contingent obligations for
         which Lessee has made adequate reserves).

                             (ii) No changes or modifications were made to the
         related Plans and Specifications after the date of the certification
         from Lessee specified in Section 3.4(d) that have had a Material
         Adverse Effect on the value, use or useful life of such Site.

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

         SECTION 4.1. Representations and Warranties of Lessee. As of the date
hereof, Lessee makes the representations and warranties set forth in this
Section 4.1 to each of the other parties hereto.

                  (a) Due Organization, etc. Lessee is a corporation duly
organized, validly existing and in good standing under the laws of the
Commonwealth of Pennsylvania and Lessee has full corporate power and authority
to conduct its business as presently and presently proposed to be conducted, to
own or hold under lease its properties, to enter into and perform its
obligations under each of the Operative Documents to which it is or is to be a
party and each other agreement, instrument and document to be executed and
delivered by it on or before the Document Closing Date in connection with or as
contemplated by each such Operative Document to which it is or is to be a party,
and it is duly qualified as a foreign corporation authorized to do business and
is in good standing in every jurisdiction in which its failure to be so
qualified would have a Material Adverse Effect. Lessee is a single purpose
corporation wholly-owned by Genesis, the sole purpose of which is to enter into
and perform its obligations under the transactions contemplated by the Operative
Documents and hold its rights in and to the Sites.

                                      -33-


<PAGE>
                  (b) Authorization; No Conflict. The execution and delivery by
Lessee of each of the Operative Documents to which it is or is to be a party,
and the performance by Lessee of its obligations under such Operative Documents,
have been duly authorized by all necessary corporate action (including any
necessary stockholder action) on its part, and do not and will not: (i)
contravene any Applicable Laws and Regulations currently in effect applicable to
or binding on it or the Sites; (ii) violate any provision of its charter or
bylaws; (iii) result in a breach of or constitute a default under any indenture,
loan or credit agreement, or any other agreement or instrument to which Lessee
is a party or by which Lessee or its properties may be bound or affected, which
breaches or defaults would have, individually or in the aggregate, a Material
Adverse Effect; (iv) result in, or require, the creation or imposition of any
Lien of any nature upon or with respect to any of the properties now owned or
hereafter acquired by Lessee (other than the security interests created pursuant
to the Operative Documents); or (v) require any Governmental Action by any
Authority, except for (A) the filings and recordings listed on Schedule 4.1B to
perfect the rights of Lessor, the Lenders and Agent intended to be created by
the Operative Documents, and (B) those Governmental Actions required with
respect to Lessee or any of its Affiliates listed on Schedule 4.1A, each of
which have been duly effected and are, or on the initial Advance Date will be,
in full force and effect; and Lessee is not in default under or in violation of
its charter or bylaws. The Lease (including all amendments and supplements
thereto including, without limitation, any amendments which may increase the
amount of the lease financing facility) is a "Credit Facility" within the
meaning of the 1995 Indenture, constitutes "Senior Indebtedness" within the
meaning of the 1993 Indenture and, from and after the execution and delivery of
the 1996 Indenture and the issuance of the notes thereunder, is or will
constitute "Senior Indebtedness" within the meaning thereof, and attached as
Schedule 4.1C are correct and complete computations demonstrating compliance by
Genesis with Section 5.9 of the 1995 Indenture after giving effect as
Indebtedness under such Indenture to the obligations of Lessee and Guarantors
under or in connection with the Operative Documents.

                  (c) Enforceability, etc. Each Operative Document to which
Lessee is or is to be a party constitutes the legal, valid and binding
obligation of Lessee, enforceable against Lessee in accordance with the terms
thereof, except as such enforceability may be limited by applicable bankruptcy,
insolvency and similar laws affecting creditors' rights generally and by general
equitable principles.

                                      -34-


<PAGE>
                  (d) Litigation. There is no action, proceeding or
investigation pending or, to Lessee's knowledge, threatened which questions the
validity of the Operative Documents to which Lessee is or is to be a party or
any action taken or to be taken pursuant to the Operative Documents to which
Lessee is or is to be a party, and there is no action, proceeding or
investigation pending or, to Lessee's knowledge, threatened which, if adversely
determined, would have a Material Adverse Effect.

                  (e) Taxes. Lessee has filed or caused to be filed all United
States Federal and all other material tax returns that are required to be filed
by Lessee, and has paid or caused to be paid all taxes shown to be due and
payable on such returns or on any assessment received by Lessee to the extent
that such taxes have become due and payable except to the extent that taxes due,
but unpaid, are being contested in good faith by Lessee by appropriate action or
proceeding and, to the extent (if any) that such taxes are not due and payable,
Lessee has established or caused to be established reserves that are adequate
for the payment thereof in accordance with GAAP.

                  (f) Rights in Respect of the Sites. Lessee is not a party to
any contract or agreement to sell any interest in the Sites or any part thereof
other than pursuant to or in accordance with this Agreement and the Lease.

                  (g) No Lease Default, Loss, etc. As of each Advance Date: no
Lease Default, Lease Event of Default, Event of Loss, Condemnation or Casualty
has occurred and is continuing; there is no action pending or, to the best of
Lessee's knowledge, threatened by an Authority to initiate a Condemnation; no
condition exists that constitutes, or with the giving of notice or lapse of time
or both would constitute an event of default by Lessee under any material
indenture, mortgage, chattel mortgage, deed of trust, lease, conditional sales
contract, loan or credit arrangement or other material agreement or instrument
to which Lessee is a party or by which Lessee or any of its properties may be
bound which individually or in the aggregate with all such events of default
could have a Material Adverse Effect.

                  (h) Chief Executive Office of Lessee. The principal place of
business and chief executive office, as such terms are used in Section 9-103(3)
of the UCC, of Lessee are each located at 148 West State Street, Kennett Square,
Pennsylvania 19348. Lessee does not do business in more than one county in the
Commonwealth of Pennsylvania; provided, that if Lessee shall hereafter commence
doing business in more than one county in the Commonwealth of Pennsylvania, it

                                      -35-


<PAGE>
shall cause to be made all filings and recordings described in Section 3.2(a) in
light of such change in Lessee's business.

                  (i) Compliance With Law. With respect to each Site for which a
Facility has been completed or acquired, except as otherwise set forth in the
Environmental Audit of such Site provided to Lessor and Agent pursuant to
Section 3.2(e) prior to Lessor's acquisition of such Site, (i) Lessee has at all
times complied and is in material compliance with and will comply with all
Applicable Laws and Regulations, including all Environmental Laws, (ii) each
Site and the use thereof by Lessee and its agents, assignees, employees,
invitees, lessees, licensees and tenants complies in all material respects with
all Applicable Laws and Regulations (including all zoning and land use laws and
Environmental Laws) and Insurance Requirements, except for any violations which
would not have, individually or in the aggregate, a Material Adverse Effect on
Lessee or any Site; and (iii) such Facility on such Site do not encroach in any
material manner onto any adjoining land (except as permitted by express written
easements or as insured by appropriate title insurance). With respect to each
Site for which a Facility has not been completed, the related Plans and
Specifications have been or will be prepared in accordance with Applicable Laws
and Regulations (including applicable Environmental Laws and building, planning,
zoning, subdivision and fire codes, laws, rules and regulations) and such
Facility and the other improvements to be constructed on such Site will not,
encroach in any manner onto any adjoining land (except as permitted by express
written easements or as insured by appropriate title insurance). Except as
otherwise set forth in the Environmental Audit of such Site, with respect to
each Site, there are no underground storage tanks at such Site and Lessee shall
not cause or permit any underground storage tanks to be constructed or located
at any Site. Lessee will not direct Lessor to acquire any Site pursuant to
Section 2.2 unless (x) such Site and operation and condition thereof shall
comply with all Applicable Laws and Regulations, including all Environmental
Laws, except for any violations which would not have, individually or in the
aggregate, a Material Adverse Effect on Lessee or any Site, and (y) no condition
regarding Hazardous Materials exists on or with respect to such Site except as
otherwise set forth in the Environmental Audit of such Site.

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

                                      -36-


<PAGE>
                  (k) Public Utility Holding Company. Lessee is not subject to
regulation as a "holding company," an "affiliate" of a "holding company", or a
"subsidiary company" of a "holding company", within the meaning of the Public
Utility Holding Company Act of 1935, as amended.

                  (l) Licenses, Registrations and Permits. Except as set forth
on the Environmental Audit, all material licenses, approvals, authorizations,
consents, permits (including building, demolition and environmental permits,
licenses, approvals, authorizations and consents), easements and rights-of-way,
including proof and dedication, (collectively, the "Permits") required for (x)
the use, treatment, storage, transport, disposal or disposition of any Hazardous
Material on, at, under or from each Site during the construction of the Facility
thereon, (y) construction of each Facility in accordance with the related Plans
and Specifications and the Construction Agency Agreement and (z) the use and
occupancy of the Sites and for the operation thereof (including a certificate or
certificates of occupancy for such Site or other legally equivalent permission
to occupy such Site) have either been obtained from the appropriate Authorities
having jurisdiction or from private parties, as the case may be, or will be
obtained from the appropriate Authorities having jurisdiction or from private
parties, as the case may be, prior to commencing any such construction or use
and operation, as applicable, except for those which will not cause a Material
Adverse Effect. Lessee shall deliver to Agent, upon request, true, correct and
complete copies of all Permits issued prior to the date that this representation
is made or remade, as the case may be. Lessee, as Construction Agent, and its
contractors have assigned to Lessor all of their respective interests in all
such Permits, whether heretofore or hereafter issued.

                  (m) Nature, Condition and Use of Sites. Each Site to be
acquired on a Site Acquisition Date consists of either a Land Interest on which
a Facility exists on the Site Acquisition Date or a Land Interest on which a
Facility will be constructed pursuant to the Construction Agency Agreement. Such
Land Interest is located in the United States (but not in California). No
notices, complaints or orders of violation or non-compliance or liability of any
nature whatsoever have been issued or, to Lessee's knowledge, threatened by any
Authority with respect to the Sites or any present or intended future use
thereof, except for such violations and instances of non-compliance as could not
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect on any Site, and Lessee is not aware of any circumstances which
could give rise to the issuance of any such notices, complaints or orders. Upon

                                      -37-


<PAGE>
Completion of each Facility in accordance with the related Plans and
Specifications or upon acquisition of each Facility on a Developed Site, (A)
there will be no material defects to such Facility including the plumbing,
heating, air conditioning and electrical systems thereof and (B) all water,
sewer, electric, gas, telephone and drainage facilities required to adequately
service such Facility for its intended use will be available pursuant to
adequate permits (including any that may be required under applicable
Environmental Laws).

                  (n) Utility Services. Each Site has available all material
utilities necessary for use and operation of the Facility thereon for its
primary intended purposes and means of access between such Facility and public
highways for pedestrians and motor vehicles. All utilities serving each Site, or
proposed to serve such Site in accordance with the related Plans and
Specifications, are located in, and vehicular access to the Facility on such
Site is provided by, either public rights-of-way abutting such Site or by
Appurtenant Rights.

                  (o) Use and Operation of Sites. All material agreements,
easements and other rights, public or private, which are necessary to permit the
lawful use and operation of the Sites as Lessee intends to use the Sites under
the Lease and which are necessary to permit the lawful intended use and
operation of all presently intended utilities, driveways, roads and other means
of egress and ingress to and from the same (including certificates of occupancy)
have been obtained and are in full force and effect (or with respect to Sites
for which a Facility has not yet been completed will be obtained and be in full
force and effect on or prior to the completion thereof) and Lessee has no actual
knowledge of any pending modification or cancellation of any of the same; upon
acquisition of a Site the use of such Site does not (and the intended use of
such Site by Lessee under the Lease will not) depend on any variance, special
exception or other approval, permit, license or consent of any Authority that
has not been obtained for its continuing legal use; and all required building
and use related permits, approvals, licenses and consents material to the
construction, use and operation of each Site will have been issued and be in
full force and effect on or prior to the date such permits, approvals, licenses
and consents are or become necessary; and all utilities required for the
operation of a Site, as Lessee intends to use such Site under the Lease, will be
available as of the Site Acquisition Date on which a Developed Site is to be
purchased or on or prior to the date the Facility on an Undeveloped Site is to
be completed.

                                      -38-


<PAGE>
                  (p) Securities Act. Neither Lessee nor anyone authorized to
act on its behalf (including, without limitation, any of the Guarantors) has,
directly or indirectly, in violation of Section 5 of the Securities Act or any
state securities laws, offered or sold any interest in the Notes, the Sites or
the Lease, or in any security or lease the offering of which, for purposes of
the Securities Act or any state securities laws, would be deemed to be part of
the same offering as the offering of the aforementioned securities or leases, or
solicited any offer to acquire any of the aforementioned securities or leases.

                  (q) Title. Neither Lessee nor any of its Affiliates has taken
or caused to be taken any action which would have a material adverse effect on
Lessor's title to the Sites from that indicated in the Title Policies delivered
pursuant to Appendix 2 or Section 3.2(d). Neither Lessee nor any of its
Affiliates has created, consented to, incurred or suffered to exist any Lien
upon any of the Sites other than Permitted Liens.

                  (r) Federal Reserve Regulations. Neither Lessee, whether as
Lessee or as Construction Agent, nor any Affiliate of Lessee will, directly or
indirectly, use any of the proceeds of the sale of the Notes or of the purchase
by Lessor of the Sites for the purpose of purchasing or carrying any "margin
security" or "margin stock" within the meaning of Regulation G, T, U or X of the
Board of Governors of the Federal Reserve System, respectively, or for the
purpose of reducing or retiring any indebtedness which was originally incurred
to purchase or carry a margin security or margin stock or for any other purpose
which might cause any of the transactions contemplated by this Agreement or any
other Operative Document to constitute a "purpose credit" within the meaning of
Regulation G, T, U or X of the Board of Governors of the Federal Reserve System,
or for the purpose of purchasing or carrying any security, and neither Lessee,
whether as Lessee or as Construction Agent, nor any Affiliate of Lessee has
taken or will otherwise take or permit any action by Lessee, whether as Lessee
or as Construction Agent, or any of its Affiliates in connection with any of the
transactions contemplated by any of the Operative Documents which would involve
a violation of Regulation G, T, U, or X, or any other regulation of the Board of
Governors of the Federal Reserve System.

                  (s) ERISA.

                             (i) A copy of the most recent Annual Report (5500
         Series Form) including all attachments thereto as filed with the
         Internal Revenue Service for each Plan (if any) relating to Lessee or
         Genesis or any other Guarantor has been provided to the Agent and
         Lessor and fairly presents the funding status of such Plan N Health

                                      -39-


<PAGE>
         status. There has been no material deterioration in any Plan's funding
         status since the date of such Annual Report. Schedule 4.1D hereto sets
         forth a list of all Plans and Multiemployer Plans relating to the
         Lessee or Genesis or any other Guarantor, and all information available
         to Lessee or Genesis or any other Guarantor with respect to the direct,
         indirect or potential withdrawal liability to any Multiemployer Plan of
         Lessee or Genesis or any other Guarantor or any Controlled Group
         Member. Copies have been provided to Agent of all of the documents
         provided to Genesis pursuant to Section 4.16 of the Stock Purchase
         Agreement and the representations contained in Section 4.16(d) and (e)
         are, to the best knowledge of Lessee and Genesis, true, correct and
         complete. Except as set forth in such Schedule 4.1D, none of Lessee or
         Genesis or any other Guarantor has or (after giving effect to the
         consummation of the transactions contemplated by the Stock Purchase
         Agreement) will have any liability (contingent or otherwise) in excess
         of $100,000 for or in connection with, and none of their respective
         properties is subject to a Lien in connection with, any Pension-Related
         Event. Neither Lessee nor Genesis nor any other Guarantor nor any
         Controlled Group Member (both as of the applicable Advance Date and
         after giving effect to the consummation of the transactions
         contemplated by the Stock Purchase Agreement) has or (after giving
         effect to the consummation of the transactions contemplated by the
         Stock Purchase Agreement) will have any liability (contingent or
         otherwise) for or in connection with, any Postretirement Benefits.

                             (ii) Neither Lessee, nor any Controlled Group
         Member, presently maintains, participates in, or contributes to, a Plan
         (A) which is subject to Title IV of ERISA, but is not a Multiemployer
         Plan whose assets do not at least equal the present value of its
         accrued benefits based on the actuarial methods and assumptions
         included in the most recent actuarial valuation reports, (B) which is a
         Multiemployer Plan for which Lessee or any Controlled Group Member has
         received notice that the plan is in reorganization or insolvent, (C)
         for which material actions, lawsuits or claims have been asserted, or
         (D) for which penalties or taxes have been imposed under Sections
         502(i) and 502(l) of ERISA or Section 4975 of the Code. Neither Lessee
         nor any Controlled Group Member has in the immediate six year period
         had a complete or partial withdrawal from any Multiemployer Plan and
         the liability to which Lessee or any Controlled Group Member would
         become subject under ERISA were there to be a complete withdrawal from
         all Multiemployer Plans to which Lessee and its Controlled Group
         Members contribute is not in excess of $500,000.

                                      -40-


<PAGE>
                             (iii) The execution and delivery of this Agreement,
         including the issuance and sale of the Notes and the consummation of
         the transactions contemplated hereby and thereby under the Operative
         Documents, will not involve any prohibited transactions, within the
         meaning of Section 406 of ERISA or in connection with which a tax could
         be imposed pursuant to Section 4975 of the Code. The representation by
         Lessee in the preceding sentence is made in reliance upon and subject
         to the correctness of the representation by each of the Lenders in
         Section 4.2(e) and the representation by Lessor in Section 4.3(i).

                  (t) Financial Information.

                             (i) Audited Financial Statements. Lessee has
         heretofore furnished to Agent and each Lender the consolidated balance
         sheet of Genesis and its Consolidated Subsidiaries (including Lessee)
         as of September 30, 1995 and the related consolidated statements of
         income, cash flows and changes in stockholders' equity for the fiscal
         year then ended, as examined and reported on by KPMG Peat Marwick,
         independent certified public accountants for Lessee and Genesis, who
         delivered an unqualified opinion in respect thereof. Such financial
         statements (including the notes thereto), fairly present, in conformity
         with GAAP, the consolidated financial position of Genesis and its
         Consolidated Subsidiaries as of such date and their consolidated
         results of operations and changes in financial position for such fiscal
         year.

                             (ii) Interim Financial Statements. Lessee has
         heretofore furnished to Agent and each Lender interim consolidated
         balance sheets of Genesis and its Consolidated Subsidiaries as of June
         30, 1996 and the related consolidated statements of income, cash flows
         and changes in stockholders' equity for the portion of Genesis's fiscal
         year ended at the end of such quarter. Such financial statements fairly
         present, in conformity with GAAP, the consolidated financial position
         of Genesis and its Consolidated Subsidiaries as of such date and their
         consolidated results of operations and changes in financial position
         for such fiscal quarter, subject to normal year-end auditing
         adjustments and except that such financial statements do not contain
         all of the footnote disclosures required by GAAP.

                             (iii) Since June 30, 1996 there has been no
         Material Adverse Effect.

                                      -41-


<PAGE>
                  (u) No Other Filings. Except for the filings and recordings
listed in Schedule 4.1B (which filings or recordings shall have been duly made
on the applicable Advance Date, or shall have been arranged to be made promptly
thereafter (including the payment of any fees or taxes relating to any of the
foregoing) in a manner satisfactory to Agent), no other filings or recordings
are necessary to validly and effectively convey to Lessor and Agent such
interests in the Site and the Collateral as contemplated by the Operative
Documents, in each case free and clear of all Liens, other than Permitted Liens.

                  (v) Zoning. Each Site complies in all material respects with
all applicable zoning and subdivision laws, ordinances, regulations and
restrictive covenants, and all requirements thereof necessary for the use,
occupancy and operation of such Site have been, or upon completion of the
Facility thereon will be, satisfied in all material respects, and the current
use and intended use under the Lease of such Site is a conforming use in each
case, except for violations which would not create a Material Adverse Effect.

                  (w) Disclosure. The information disclosed in writing by Lessee
or any of its Affiliates (or any Person authorized or employed by any such
Person as agent or otherwise) to the Lenders in connection with the negotiation
of the Operative Documents and the transactions contemplated thereby, when taken
as a whole with all other written disclosures to such parties, do not contain an
untrue statement of a material fact or omit to state a material fact necessary
to make the statements herein or therein, in light of the circumstances under
which they were made, misleading.

                  There is no particular fact of which Lessee or any of its
Affiliates has knowledge that has not been disclosed by Lessee or any of its
Affiliates (or by any Person authorized or employed by Lessee or any of its
Affiliates as agent or otherwise) in writing to the Lenders that, as far as
Lessee or any of its Affiliates can reasonably foresee, is reasonably likely to
have a Material Adverse Effect.

                  (x) Appraisal Data. The information provided by Lessee and its
Affiliates to the Appraiser and forming the basis for the conclusions set forth
in each Appraisal, taken as a whole, was true and correct in all material
respects and did not omit any information known and available to Lessee
necessary to make the information provided not materially misleading.

                                      -42-


<PAGE>
                  (y) Subjection to Government Regulation. None of Agent, Lessor
nor any Lender will become (i) solely by reason of entering into the Operative
Documents or consummation of the transactions contemplated thereby (other than
upon exercise of remedies under the Lease or upon the expiration thereof)
subject to ongoing regulation of its operations by any Authority having
jurisdiction, or be required to hold any license, permit or approval, solely by
reason of Lessee's business activities or the nature of the Sites; or (ii)
except for regulation the applicability of which depends upon the existence of
facts in addition to the ownership of, or the holding of any interest in, the
Sites or any interest therein upon the exercise of remedies under the Lease or
upon the expiration thereof, subject to ongoing regulation of its operations by
any Authority having jurisdiction, or be required to hold any license, permit or
approval, solely by reason of Lessee's business activities or the nature of the
Sites.

         SECTION 4.2. Representations and Warranties of each Lender. Each Lender
represents and warrants severally and only as to itself to each of the other
parties hereto as follows:

                  (a) Due Organization, etc. It is duly organized and validly
existing under the laws of the jurisdiction of its organization and has full
corporate power and authority to enter into and perform its obligations as
Lender under each Operative Document to which it is or is to be a party and each
other agreement, instrument and document to be executed and delivered by it on
or before each Advance Date in connection with or as contemplated by each such
Operative Document to which it is or is to be a party.

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

                  (c) No Conflict. Neither the execution and delivery of the
Operating Documents, nor the consummation of the transactions contemplated
thereby, nor compliance by it with any of the terms and provisions thereof (i)
requires any approval of its stockholders or approval or consent of any trustee
or holders of any of its indebtedness or obligations, (ii) contravenes or will

                                      -43-


<PAGE>
contravene any Applicable Laws and Regulations currently in effect applicable to
or binding on it (except no representation or warranty is made as to any
Applicable Laws and Regulations to which it or the Sites, directly or
indirectly, may be subject because of the lines of business or other activities
of Lessee) or (iii) results in any breach of or constitutes any default under,
any indenture, mortgage, chattel mortgage, deed of trust, lease, conditional
sales contract, loan or credit arrangement, other material agreement or
instrument, corporate charter, by-laws or other agreement or instrument to which
it is a party or by which it or its properties may be bound or affected.

                  (d)  Lessor Liens.  Each Site is free and clear of all
Lessor Liens attributable to such Lender.

                  (e) ERISA. It is purchasing its interest in the Note(s) with
assets that are not assets of any Plan (or its related trust) which is subject
to Title I of ERISA or Section 4975 of the Code.

                  (f) Investment in Notes. It is acquiring the Notes for its own
account for investment and not with a view to any distribution (as such term is
used in Section 2(11) of the Securities Act) thereof, and if in the future it
should decide to dispose of its interest in the Notes, it understands that it
may do so only in compliance with the Securities Act and the rules and
regulations of the SEC thereunder and any applicable state securities laws.
Neither it nor anyone authorized to act on its behalf has taken or will take any
action which would subject the issuance or sale of any Note or any interest in
the Sites, the Collateral or the Lease to the registration requirements of
Section 5 of the Securities Act. No representation or warranty contained in this
Section 4.2(f) shall include or cover any action or inaction of Lessee or any
Affiliate thereof whether or not purportedly on behalf of any Lender or any of
its Affiliates. Subject to the foregoing and subject to the provisions of
Article VI hereof, it is understood among the parties that the disposition of
each Lender's property shall be at all times within its control.

                  (g)  Credit Agreement.  It holds an interest under the
Credit Agreement equivalent to its percentage of the Notes.

                  (h) Provisions regarding Transfers and Participations. Except
as may be waived by the Lenders under Section 9.5 (without the need for any
consent of Lessee or any other party), each Lender hereby acknowledges that it
has read, understands and intends to comply with the provisions of Sections 6.3
and 6.4 in connection with transfers and participations, including,
specifically, the requirement therein that any transfer of any Note or any 

                                      -44-


<PAGE>
interest in any Operative Document or any grant of a participation in a Note
shall be accompanied by a pro rata transfer or grant, as the case may be, of
such Lender's interest under the Credit Agreement, in compliance with all
applicable requirements of the Credit Agreement.

         SECTION 4.3.  Representations and Warranties of Lessor.
Lessor hereby represents and warrants to Lessee, Agent and Lenders
as set forth in this Section 4.3.

                  (a) Chief Executive Office. Lessor's chief executive office
and principal place of business and the place where the documents, accounts and
records relating to the Overall Transaction are kept is located at One Mellon
Bank Center, Rm 151-4444, Pittsburgh, PA 15258-0001, Attention: Leasing Group.

                  (b) Due Organization, etc. Lessor is a corporation duly
organized and validly existing in good standing under the laws of the
Commonwealth of Pennsylvania and has full corporate power and authority to
execute, deliver and perform its obligations as Lessor under each Operative
Document to which it is or is to be a party and each other agreement, instrument
and document to be executed and delivered by it in connection with or as
contemplated by each such Operative Document to which it is or is to be a party.

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

                  (d) No Conflict. Neither the execution and delivery thereof,
nor the consummation of the transactions contemplated thereby, nor compliance by
it with any of the terms and provisions thereof (i) requires any approval of its
stockholders or approval or consent of any trustee or holders of any of its
indebtedness or obligations, (ii) contravenes or will contravene any Applicable
Laws and Regulations currently in effect applicable to or binding on it (except
no representation or warranty is made as to any Applicable Laws and Regulations
to which it or the Sites, directly or indirectly, may be subject because of the
lines of business or other activities of Lessee) or (iii) results in any breach 

                                                       -45-


<PAGE>
of or constitutes any default under, any indenture, mortgage, chattel mortgage,
deed of trust, lease, conditional sales contract, loan or credit arrangement,
other material agreement or instrument, corporate charter, by-laws or other
agreement or instrument to which it is a party or by which it or its properties
may be bound or affected.

                  (e) Lessor Liens. Each Site is free and clear of all Lessor
Liens attributable to Lessor.

                  (f) Litigation. There is no action, proceeding or
investigation pending or, to Lessor's knowledge, threatened which questions the
validity of the Operative Documents to which Lessor is or is to be a party or
any action taken or to be taken pursuant to the Operative Documents to which
Lessor is or is to be a party, and there is no action, proceeding or
investigation pending or, to Lessor's knowledge, threatened which, if adversely
determined, would have a Material Adverse Effect.

                  (g) Use of Proceeds. The Proceeds shall be used solely in
accordance with the terms and provisions of the Operative Documents.

                  (h) Financial Information. Lessor (i) holds assets other than
the Sites and unrelated to this transaction and (ii) was not created at the
request of Lessee in connection with the transactions contemplated by the
Operative Documents.

                  (i) ERISA. Lessor is purchasing its interest in the Sites with
assets that are not assets of any Plan (or its related trust) which is subject
to Title I of ERISA or Section 4975 of the Code.

         SECTION 4.4. Representations and Warranties of Agent. Mellon Bank,
N.A., in its individual capacity, hereby represents and warrants to Lessor and
Lenders as set forth in this Section 4.4.

                  (a) Organization and Authority. Agent is a national banking
association duly organized and validly existing in good standing under the laws
of the United States of America and has the requisite power and authority to
enter into and perform its obligations under the Operative Documents.

                  (b) Authorization; Binding Effect. The Operative Documents to
which Agent is or will be a party have been or will be, on the date required to
be delivered hereby, duly authorized,

                                      -46-


<PAGE>
executed and delivered by Agent, and this Participation Agreement is, and such
other Operative Documents are, or, when so executed and delivered by Agent will
be, valid, legal and binding agreements of Agent, enforceable against Agent in
accordance with their respective terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors' rights generally and by general
principles of equity.

                  (c) Non-Contravention. Neither the execution and delivery by
Agent of the Operative Documents to which it is or will be a party, either in
its individual capacity, as Agent, or both, nor compliance with the terms and
provisions thereof, conflicts with, results in a breach of, constitutes a
default under (with or without the giving of notice or lapse of time or both),
or violates any of the terms, conditions or provisions of: (i) the articles of
organization or by-laws of Agent; (ii) any bond, debenture, note, mortgage,
indenture, agreement, lease or other instrument to which Agent, either in its
individual capacity, as Agent, or both, is now a party or by which it or its
property, either in its individual capacity, as Agent, or both, is bound or
affected, where such conflict, breach, default or violation would be reasonably
likely to materially and adversely affect the ability of Agent, either in its
individual capacity, as Agent or both, to perform its obligations under any
Operative Document to which it is or will be a party, either in its individual
capacity, as Agent, or both; or (iii) any of the terms, conditions or provisions
of any law, rule, regulation, order, injunction or decree of any Authority
applicable to it in its individual capacity, as Agent, or both, where such
conflict, breach, default or violation would be reasonably likely to materially
and adversely affect the ability of Agent, either in its individual capacity, as
Agent or both, to perform its obligations under any Operative Document to which
it is or will be a party.

                  (d) Absence of Litigation, etc. There is no litigation
(including derivative actions), arbitration or governmental proceedings pending
or, to the best knowledge of Agent, threatened against it which would be
reasonably likely to adversely affect Agent's ability to perform its obligations
under the Operative Documents to which it is party.

                  (e) Consents, etc. No authorization, consent, approval,
license or formal exemption from, nor any filing, declaration or registration
with, any Authority, is or will be required in connection with the execution and
delivery by Agent of the Operative Documents to which it is a party or the  

                                      -47-


<PAGE>
performance by Agent of its obligations under such Operative Documents.

                                    ARTICLE V
                               COVENANTS OF LESSEE

         SECTION 5.1. Further Assurances. Lessee, at its own cost and expense,
will cause to be promptly and duly taken, executed, acknowledged and delivered
all such further acts, documents and assurances as any Lender, Lessor or Agent
reasonably may request from time to time in order to carry out more effectively
the intent and purposes of this Agreement and the other Operative Documents and
the Overall Transaction. Lessee, at its own cost and expense, will cause all
financing statements (including precautionary financing statements), fixture
filings and other documents, to be recorded or filed at such places and times in
such manner, and will take all such other actions or cause such actions to be
taken, as may be necessary or as may be reasonably requested by any Lender,
Lessor or Agent in order to establish, preserve, protect and perfect the title
of Lessor to the Sites and Lessor's and Lenders' rights under this Agreement and
the other Operative Documents and to perfect, preserve and protect the first and
prior Lien of the Mortgage on the Collateral. Without limiting the foregoing,
Lessee shall furnish to Lessor and Agent, by the ninetieth day (but not earlier
than the 180th day) prior to the fifth anniversary of the Document Closing Date,
and if the Renewal Term is entered into, by the ninetieth day (but not earlier
than the 180th day) prior to the expiration of the Renewal Term, an opinion of
counsel with respect to the continued perfection of the security interests
created pursuant to the Operative Documents. Lessee will maintain in full force
and effect all Permits. Upon any transfer of the Sites, whether pursuant to any
provision of the Operative Documents (including Article VI of the Lease) or
after the occurrence of a Lease Event of Default or otherwise, Lessee, at its
own cost and expense, will cause to be promptly and duly taken, executed,
acknowledged and delivered all such further acts, documents and assurances as
any Lender, Lessor or Agent reasonably may request from time to time in order to
cause the Permits to be transferred or reissued in the name of the Person
acquiring the Sites.

         SECTION 5.2.  Consolidation, Merger, Sale, etc.

                  (a) Lessee shall not consolidate with any Person, merge with
or into any Person or convey, transfer or lease to any Person (except as
permitted by Section 12.1 of the Lease) all or substantially all of its assets
in any single transaction (or

                                      -48-


<PAGE>
series of related transactions), unless, immediately after giving effect to such
transaction, the conditions set forth in clauses (i) through (v) shall have been
satisfied:

                             (i) The Person formed by such consolidation with or
         into which Lessee shall be merged or the Person which shall acquire by
         conveyance, transfer or lease all or substantially all of the assets of
         Lessee (the "Surviving Company"), if other than Lessee immediately
         prior to such transaction, shall be a corporation that is organized
         under the laws of the United States of America, a state thereof or the
         District of Columbia;

                             (ii) the Surviving Company shall be a single
         purpose, wholly-owned direct or indirect subsidiary of Genesis, the
         sole purpose of which is to enter into (or assume) and perform its
         obligations under the transactions contemplated by the Operative
         Documents and hold its rights in and to the Sites;

                             (iii) the Surviving Company, if other than Lessee
         immediately prior to such transaction, shall execute and deliver to
         each of the parties hereto an agreement, in form and substance
         reasonably satisfactory to Lessor and Agent, containing the assumption
         by the Surviving Company of the due and punctual payment, performance
         and observation of each obligation, covenant and agreement of Lessee
         under this Agreement and each other Operative Document to which,
         immediately prior to such transaction, Lessee was a party;

                             (iv) no Lease Payment/Bankruptcy Default or Lease
         Event of Default (including as a result of the breach of Section 3 of
         either of the Guaranties) shall have occurred and be continuing or
         would occur as a result thereof and no Event of Loss shall have
         occurred or would occur as a result thereof;

                             (v) the title of Lessor to the Sites and Lessor's
         and Lenders' rights under this Agreement and the other Operative
         Documents and the first and prior Lien of the Mortgage on the
         Collateral shall not be adversely affected; and

                             (vi) Lessee shall have delivered to Agent, on
         behalf of Lessor and the Lenders, an Officer's Certificate and an
         opinion of counsel reasonably satisfactory to each such Person stating
         that such transaction complies with this Section 5.2, that all
         conditions to the consummation of such transaction have been fulfilled
         and that all Governmental Actions required in connection with such 

                                      -49-


<PAGE>
         transaction have been obtained, given or made.

         Upon the consummation of such transaction, the Surviving Company, if
other than Lessee immediately prior thereto, shall succeed to, and be
substituted for, and may exercise every right and power of, Lessee immediately
prior to such transaction under this Agreement and each other Operative Document
to which Lessee was a party immediately prior to such transaction, with the same
effect as if the Surviving Company had been named herein and therein.
Notwithstanding the foregoing provisions of this Section 5.2, no conveyance,
transfer or lease of all or substantially all of the assets of Lessee shall
release Lessee from its payment or other obligations under this Agreement or any
other Operative Document without the written consent of Lessor and Agent.

         SECTION 5.3. Corporate Existence. Subject to Section 5.2, Lessee shall
at all times maintain its existence as a corporation in good standing under the
laws of the Commonwealth of Pennsylvania and shall use commercially reasonable
efforts to preserve and keep in full force and effect its franchises material to
its business. Lessee shall remain a single purpose corporation, the sole purpose
of which is to enter into and perform its obligations under the transactions
contemplated by the Operative Documents and hold its rights in and to the Sites.

         SECTION 5.4. Construction Matters; Changes. Lessee, as Construction
Agent, may execute, without any consent of the Participants, any change order,
modification or addition to a Facility to be built on an Undeveloped Site prior
to its completion, so long as such change order, modification or addition does
not materially and adversely affect the value, utility or economic useful life
of the Facility, as built, in accordance with the Plans and Specifications
delivered by Lessee to the Participants in connection with the initial Advance
in respect of the construction of such Facility and so long as each such change
order, modification or addition does not exceed $100,000 individually and
$500,000 in the aggregate.

         SECTION 5.5. Guaranties. Concurrently with the execution and delivery
of this Agreement, Lessee shall cause the Guarantors to execute and deliver
Confirmations of the Guaranties, which Confirmations are attached hereto as
Exhibit B-3, which confirm the guaranty of all obligations of Lessee under the
Lease and other Operative Documents, and Exhibit B-4, which confirm the guaranty
(subject to certain limitations therein) payment of all amounts

                                      -50-


<PAGE>
funded by Lessor and Lenders pursuant to the investment of the Equity Amount and
the Financing.

         SECTION 5.6. Liens. Lessee shall not incur, suffer or permit to exist
any Lien on any of the Sites other than Permitted Liens.

         SECTION 5.7.  Compliance Certificates.

                  (a) Lease Defaults. Lessee shall furnish, following the
Document Closing Date and until the termination of the Lease, to Lessor, Agent
and each Lender a certificate of Lessee signed by a Responsible Officer of
Lessee promptly after Lessee obtains knowledge that there exists a Lease Default
or Lease Event of Default, which such certificate shall describe such Lease
Default or Lease Event of Default in reasonable detail, with a statement of
Lessee's action with respect thereto taken or proposed to be taken.

                  (b) Annual Certificates. Within 90 days after the close of
each fiscal year, Lessee shall deliver to Lessor, Agent and each Lender a
certificate of Lessee signed by a Responsible Officer of Lessee to the effect
that the signer is familiar with or has reviewed the relevant terms of this
Agreement, the Lease and each other Operative Document to which Lessee is a
party and has made, or caused to be made under his or her supervision, a review
of the transactions contemplated hereby and thereby and the condition of the
Sites during the preceding fiscal year, and that such review has not disclosed
the existence during such fiscal year of any condition or event which
constitutes a Lease Event of Default, an Event of Loss, Condemnation (except as
described therein) or Casualty (except as described therein), nor does the
signer have knowledge, after due inquiry, of the existence as of the date of
such certificate, of any condition or event which constitutes a Lease Default, a
Lease Event of Default, an Event of Loss, Condemnation or Casualty or, if any
such condition or event existed or exists, specifying the nature and period of
existence thereof and what action Lessee has taken or is taking or proposes to
take with respect thereto.

                  (c) Quarterly Certificates. Within 45 days after the close of
each fiscal quarter (including the fourth fiscal quarter), Lessee shall deliver
to Lessor, Agent and each Lender a certificate of Lessee signed by a Responsible
Officer of Lessee to the effect that the signer is familiar with or has reviewed
the relevant terms of this Agreement, the Lease and each other Operative
Document to which Lessee is a party, which shall include the calculations
necessary to confirm compliance with the financial covenants set forth in

                                      -51-


<PAGE>
Section 5.9 of the 1995 Indenture and any similar provisions in the Indenture.

         SECTION 5.8. Change of Name or Address. Lessee shall provide Lessor,
each Lender and Agent thirty (30) days prior written notice of (i) any change in
name, identity or corporate structure or the address of its chief executive
office and principal place of business or the office where it keeps its records
concerning its accounts and the Sites, or (ii) any change with respect to its
places of business whereby it will thereafter have a place of business in only
one county in the Commonwealth of Pennsylvania (if prior thereto, it shall have
had places of business in more than one county in the Commonwealth of
Pennsylvania) or will thereafter have no place of business in the Commonwealth
of Pennsylvania.

         SECTION 5.9. Environmental Matters. (a) Lessee shall comply at all
times with all Applicable Laws and Regulations affecting a Site, the
non-compliance of which would have a Material Adverse Effect on such Site and
shall maintain at any Site only such minimum quantities of Hazardous Materials,
if any, as are necessary for the operation of any Site or held for resale by
Lessee, and in all events, such Hazardous Materials shall be held in compliance
with all Applicable Laws and Regulations; (b) Lessee shall not cause or permit
the installation of any underground storage tanks at any Site; and (c) Lessee
shall maintain and comply with appropriate and customary written operations and
maintenance plans (including, without limitation, for asbestos-containing
materials) for the Sites.

         SECTION 5.10. Investigation by Authorities. Lessee shall deliver to
Lessor, each Lender and to Agent promptly upon Lessee's receiving written notice
of the intent by any Authority to (x) take an action which would constitute a
Condemnation or an Event of Taking, (y) investigate any Site for a material
violation of any Applicable Laws and Regulations on or at such Site, including
any Environmental Law, under which liability may be imposed upon Lessor, any
Lender or Agent or under which liability having a Material Adverse Effect may be
imposed on Lessee or (z) investigate any Site (other than routine fire,
life-safety and similar inspections) for any violation of Applicable Laws and
Regulations under which criminal liability may be imposed upon Lessor, any
Lender or Agent or under which liability having a Material Adverse Effect may be
imposed on Lessee.

         SECTION 5.11.  Financial and Other Information.  Lessee shall
deliver to Agent, with sufficient counterpart originals for Agent to distribute

                                      -52-


<PAGE>
to Lessor and each Lender, the following financial and other information:

                  (a) Annual Statements. As soon as practicable, and in any
event within ninety (90) days after the close of each fiscal year of Lessee, a
consolidated balance sheet of Genesis and its Consolidated Subsidiaries as of
the end of such fiscal year and the related consolidated statements of, income,
cash flows and changes in stockholders' equity for such fiscal year, setting
forth in each case in comparative form the figures for the previous fiscal year.
Such statements shall be accompanied by an opinion of KPMG Peat Marwick or other
certified public accountants of nationally recognized standing selected by
Lessee and satisfactory to Agent (the "Independent Accounting Firm"). Such
opinion shall be without qualifications that are of "going concern" or like
nature or that relate to a limited scope of examination. Such opinion in any
event shall contain a written statement of such accountants substantially to the
effect that (i) such accountants examined such financial statements in
accordance with generally accepted auditing standards and accordingly made such
tests of accounting records and such other auditing procedures as such
accountants considered necessary under the circumstances and (ii) in the opinion
of such accountants such financial statements present fairly the financial
position of Genesis and its Consolidated Subsidiaries as of the end of such
fiscal year and the results of their operations and their cash flows and changes
in stockholders' equity for such fiscal year, in conformity with GAAP.
Concurrently with the delivery of the financial statements referred to above in
this paragraph, Lessee shall furnish to the Agent, with sufficient counterpart
originals for Lessor and each Lender, (1) unaudited statements of income, cash
flows and changes in stockholders' equity for each of (x) Genesis and the
Restricted Subsidiaries on a consolidated basis and (y) the Unrestricted
Entities on a consolidated basis, for such fiscal year, (2) and a balance sheet
of each of (x) Genesis and the Restricted Subsidiaries on a consolidated basis
and (y) the Unrestricted Entities on a consolidated basis, all in reasonable
detail, setting forth in comparative form the corresponding figures for the
preceding year, and (3) a certification, without qualification, of the
Independent Accounting Firm of the certificate delivered by Lessee pursuant to
Section 5.7(c) as of the last fiscal quarter of such fiscal year. Such unaudited
financial statements shall be certified by a Responsible Officer of Genesis as
presenting fairly the financial position of the subject entities as of the end
of such fiscal year and the results of their operations and their cash flows and
changes in stockholders' equity for such fiscal year, in conformity with GAAP.

                                      -53-


<PAGE>
                  (b) Quarterly Statements. As soon as practicable, and in any
event within forty-five (45) days after the close of each of the first three
fiscal quarters of each fiscal year of Genesis, (1) the consolidated statements
of income, cash flows and changes in stockholder's equity for each of (x)
Genesis and its Consolidated Subsidiaries, (y) Genesis and its Restricted
Subsidiaries on a consolidated basis and (z) the Unrestricted Entities on a
consolidated basis as of the close of such fiscal quarter and for the period
from the beginning of such fiscal year to the end of such fiscal quarter and (2)
unaudited balance sheets of each of such groups of entities as of the close of
such fiscal quarter, setting forth in each case in comparative form the figures
for the corresponding quarter of, and the corresponding portion of Genesis's
preceding fiscal year, all certified (subject, in the case of such quarterly
financial statements, to normal year-end auditing adjustments) by a Responsible
Officer of Genesis as to fairness of presentation and preparation in accordance
with GAAP applied on a basis consistent with those used in preparing the
financial statements referred to in Section 5.11(a) hereof (subject to such
changes in accounting principles as shall be described in such certificate and
shall have been approved in writing attached to such certificate by Genesis's
independent accountants);

                  (c) Compliance Certificates. As soon as practicable, and in
any event within forty-five (45) days after the close of each of the first three
fiscal quarters of each fiscal year of Genesis and ninety (90) days after the
close of each fiscal year of Genesis, a compliance certificate for Genesis and
its Consolidated Subsidiaries. Such certificates shall be certified by a
Responsible Officer of Genesis as presenting fairly the compliance of Genesis
and each Subsidiary with the Financial Covenants as of the end of such fiscal
quarter for the year to date or fiscal year, as the case may be, in conformity
with GAAP (exclusive of principles of consolidation), subject (in the case of
quarterly reports) to normal and recurring year-end audit adjustments. The
compliance certificate shall also include the certification required by Section
5.7(c).

                  (d) Shareholder Mailings. Promptly upon the mailing thereof to
the shareholders of Genesis generally, copies of all financial statements,
reports and proxy statements so mailed;

                  (e) Supplemental Environmental Information. Promptly upon
receipt thereof, copies of all environmental audits and updates regarding the
environmental condition of any of the Sites; and

                                      -54-


<PAGE>
                  (f) Genesis's Total Funded Debt/Cash Flow Ratio. Lessee shall
deliver to Agent within forty-five (45) Business Days after the end of each
fiscal quarter (including the fourth fiscal quarter) an Officer's Certificate of
Genesis setting forth Genesis's Total Funded Debt/Cash Flow Ratio (as defined in
the definition of Applicable Margin) as of the last day of the immediately
preceding fiscal quarter of Genesis and setting forth in reasonable detail the
manner in which such ratio was calculated and any other related information
requested by Agent; provided that if at any time Lessee shall fail to deliver
such Officer's Certificate on or before the date such information is required to
be delivered, then for purposes of Section 2.7 of the Loan Agreement, Genesis's
Total Funded Debt/Cash Flow Ratio shall be deemed to be greater than 4.5 for the
applicable Interest Period(s); and provided, further, that if, when delivered,
such Officer's Certificate sets forth a Total Funded Debt/Cash Flow Ratio which
is less than that determined in accordance with the foregoing proviso, the
amounts calculated under said Section 2.7 using such deemed Total Funded
Debt/Cash Flow Ratio shall be revised as of the next fiscal quarter using
Genesis's actual Total Funded Debt/Cash Flow Ratio for such Interest Period(s),
except to the extent that the Officer's Certificate for such subsequent fiscal
quarter shall indicate a change in the Total Funded Debt/Cash Flow Ratio from
that set forth in the delinquent Officer's Certificate.

                  (g) Other. With reasonable promptness, unless disclosure
thereof is prohibited by Applicable Laws and Regulations and subject to
appropriate confidentiality undertakings with respect thereto, such other data
and information (financial or otherwise) which is either maintained in the
ordinary course of Lessee's business or can be obtained or derived without undue
burden to Lessee as to the business of Lessee or as to any Site as from time to
time may be reasonably requested in writing by Agent after a Lease Default or
Lease Event of Default shall have occurred and be continuing.

         SECTION 5.12. Securities. Lessee shall not, nor shall it permit anyone
authorized to act on its behalf to, take any action which would subject the
issuance or sale of the Notes, any Site or the Lease, or in any security or
lease the offering of which, for purposes of the Securities Act or any state
securities laws, would be deemed to be part of the same offering as the offering
of the aforementioned securities or leases to the registration requirements of
Section 5 of the Securities Act or any state securities laws.

                                      -55-


<PAGE>
         SECTION 5.13. Interest Rates. With respect to each determination of an
interest rate pursuant to the Loan Agreement, Lessee agrees to be bound by
Section 2.7 of the Loan Agreement.

         SECTION 5.14. Appraisals. Lessee will pay all costs of any Appraisal of
any or all of the Sites which Agent may from time to time require; provided,
however, that Lessee shall only be obligated to pay for appraisals of any Site
once every three years and at any time while a Lease Event of Default shall have
occurred and is continuing; and provided, further, that prior to the occurrence
of a Lease Event of Default, Agent will not require an Appraisal the costs of
which are payable by Lessee under this Section 5.13 unless the Agent, in its
reasonable judgment, determines that such an Appraisal is necessary based upon
the Agent's concern regarding the diminution in value of the applicable Site or
based upon bank regulatory requirements.

         SECTION 5.15. Environmental Audits. For each Site, Lessee will deliver
to Agent, upon Agent's request, but not more often than annually, or at any time
upon request while a Lease Event of Default shall have occurred and is
continuing, an Environmental Audit in form and substance satisfactory to Agent,
which (with Agent's consent) may be updates of previously furnished
Environmental Audits; provided, that prior to the occurrence of a Lease Event of
Default, Agent will not require an Environmental Audit under this Section 5.14
unless the Agent, in its reasonable judgment, determines that such an
Environmental Audit is necessary based upon the Agent's concern regarding the
environmental condition of the applicable Site or based upon bank regulatory
requirements. If Lessee shall fail to so deliver any such Environmental Audit,
Agent may obtain such an Environmental Audit and Lessee will pay all reasonable
costs and expenses thereof.

         SECTION 5.16. Additional Compensation in Certain Circumstances.

         (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves,
Capital Adequacy Requirements, Expenses, Etc. If any Applicable Laws and
Regulations or guideline or interpretation or application thereof by any
Authority charged with the interpretation or administration thereof or
compliance with any request or directive of any Authority (whether or not having
the force of Applicable Laws and Regulations) now existing or hereafter adopted:

                             (i) subjects Lessor or any LIBOR Office to any tax
         or changes the basis of taxation with respect to this

                                      -56-


<PAGE>
         Participation Agreement, the Lease, the Notes, the Loans or payments by
         the Lessee or Genesis of Basic Rent, the Lease Balance, principal,
         interest, commitment fee or other amounts due from any such party
         hereunder or under the Lease (except for taxes on the overall net
         income or overall gross receipts of Lessor or such LIBOR Office imposed
         by the jurisdictions (federal, state and local) in which Lessor's
         principal office or LIBOR Office is located),

                             (ii) imposes, modifies or deems applicable any
         reserve, special deposit or similar requirement against credits or
         commitments to extend credit extended by, assets (funded or contingent)
         of, deposits with or for the account of, or other acquisitions of funds
         by, Lessor or any LIBOR Office (other than requirements expressly
         included herein in the determination of the LIBO Rate hereunder),

                             (iii) imposes, modifies or deems applicable any
         capital adequacy or similar requirement (A) against assets (funded or
         contingent) of, or credits or commitments to extend credit extended by,
         Lessor or any LIBOR Office, or (B) otherwise applicable to the
         obligations of Lessor or any LIBOR Office under this Participation
         Agreement, the Lease or any of the other Operative Documents, or

                             (iv) imposes upon any Lender or any LIBOR Office
         any other condition or expense with respect to this Participation
         Agreement, the Lease, the Notes or any of the other Operative Documents
         or its making, maintenance or funding of any Loan or any security
         therefor, and the result of any of the foregoing is to increase the
         cost to, reduce the income receivable by, or impose any expense
         (including loss of margin) upon any Lender, any LIBOR Office or, in the
         case of clause (iii) hereof, any Person controlling a Lender, with
         respect to this Agreement, the Notes or the issuance, making,
         maintenance or funding of any Loan (or, in the case of any capital
         adequacy or similar requirement, to have the effect of reducing the
         rate of return on such Lender's or such controlling Person's capital,
         taking into consideration Lessor's or such controlling Person's
         policies with respect to capital adequacy) by an amount which Lessor
         deems to be material (Lessor being deemed for this purpose to have
         made, maintained or funded each portion of the Equity Amount bearing
         interest based upon LIBO Rate from a Corresponding Source of Funds),
         Lessor may from time to time notify the Agent and Lessee, of the amount
         determined in good faith (using any averaging and attribution methods)
         by Lessor (which determination shall be conclusive) to be necessary 

                                      -57-


<PAGE>
         to compensate Lessor or such LIBOR Office for such increase, reduction
         or imposition. Such amount shall be due and payable by Lessee to Lessor
         30 days after such notice is given, together with an amount equal to
         interest on such amount from the date two Business Days after the date
         demanded until such due date at the Prime Rate plus the Applicable
         Margin (calculated on the basis of a year of 360 days and actual days
         elapsed). A certificate by Lessor as to the amount due and payable
         under this Section 5.16(a) from time to time and the method of
         calculating such amount shall be conclusive.

                  (b) Funding Breakage. In addition to all other amounts payable
hereunder, if and to the extent for any reason any part of any portion of the
Equity Amount bearing Yield based upon the LIBO Rate becomes due (by
acceleration or otherwise), or is paid, prepaid or converted to Equity Amount
bearing Yield based upon the Prime Rate (whether or not such payment, prepayment
or conversion is mandatory or automatic and whether or not such payment or
prepayment is then due), on a day other than the last day of the corresponding
LIBO Period, Lessee shall pay Lessor an amount determined as provided below in
this Section 5.16(b).

         Furthermore, in addition to all other amounts payable hereunder, if
Standard Notice has been given for the conversion to or renewal of any portion
of the Equity Amount to Equity Amount bearing Yield based upon the LIBO Rate or
for the making of any Advance which shall bear Yield based upon the LIBO Rate or
for the selection of a LIBO Period for any Equity Amount bearing Yield based
upon the LIBO Rate shall be applicable in whole or in part and (x) Lessee
attempts to revoke (expressly, by later inconsistent notices or otherwise) such
Standard Notice or (y) (A) an applicable condition precedent is not satisfied
and (B) such conversion or renewal does not take place as specified in such
Standard Notice or (z) (A) an applicable condition precedent is not satisfied
and (B) the portion of such Advance to bear Yield based upon the LIBO Rate is
not made as specified in such Standard Notice, then in each case Lessee shall
pay Lessor an amount determined as provided below in this Section 5.16(b) if
Lessor has delivered to Lessee and the Agent a certificate stating that Lessor
has incurred costs as a result of the events described in this sentence.

         "Funding Breakage Date" shall mean, in a case described in the first
sentence of this Section 5.16(b), the date that any part of any Equity Amount
bearing Yield based upon the LIBO Rate becomes due, or is paid, prepaid or
converted, as described in such sentence, or in a case described in the second
sentence of this Section 5.16(b), the date for the conversion to or renewal of

                                      -58-


<PAGE>
Equity Amount bearing Yield based upon the LIBO Rate, or for the making of a
Advance, specified in the Standard Notice described in such sentence. In a case
described in the first sentence of this Section 5.16(b), "Adjusted Contract
Rate" for a particular amount of Equity Amount shall mean the rate of Yield
(including the Applicable Margin) applicable to such amount on the Funding
Breakage Date, less the Applicable Margin, and in a case described in the second
sentence of this Section 5.16(b), "Adjusted Contract Rate" for a particular
principal amount of to-be-made Advances shall mean the rate of Yield (including
the Applicable Margin) which would have applied to such amount on the Funding
Breakage Date absent the failure to renew, convert or borrow, less the
Applicable Margin. "Redeployment Rate" shall mean (x) so long as no
determination by Lessor described in Section 2.11 of the Loan Agreement (mutadis
mutandis) is then applicable, a Yield rate per annum equal to the LIBO Rate
(without the Applicable Margin) determined by the Agent for the applicable
amount using as the LIBO Period a period as equal as practicable to the
Redeployment Period (as hereinafter defined) or (y) if any determination by
Lessor described in Section 2.11 of the Loan Agreement (mutadis mutandis) is
then applicable, a Yield rate per annum equal to the Treasury Rate, in each case
as of or as soon as practicable after the Funding Breakage Date. In each case,
the amount determined as being payable pursuant to this Section 5.16(b) may be
referred to as the "Funding Breakage Indemnity." The calculation of the Adjusted
Contract Rate and the Redeployment Rate shall be made on the assumption that the
LIBO Rate Reserve Percentage shall remain constant throughout the applicable
LIBO Period; in the event that such assumption proves to be inaccurate and
Lessor would have received greater indemnification absent such assumption, then
Lessor shall be entitled to receive such additional indemnification on demand.

         The Agent shall calculate Lessor's Funding Breakage Indemnity
as follows:

                             (i) For each portion of the Equity Amount owing to
         Lessor which so became due, or which was so paid, prepaid or converted,
         or as to which such Equity Amount were to have been renewed or
         converted to Equity Amount bearing Yield based upon the LIBO Rate, or
         which was to be disbursed (to the extent applicable to such
         to-be-borrowed Advances), the Agent shall calculate the product (the
         "Future Value Amount") of

                                      -59-


<PAGE>
                  (1) the amount of such portions of the Equity Amount
multiplied by (2) the greater of (x) zero or (y) the Adjusted Contract Rate
minus the Redeployment Rate, in each case for such amount, multiplied by (3) the
number of days from and including the Funding Breakage Date to but not including
the last day of such LIBO Period (or scheduled LIBO Period in the case of a
failure to renew, convert or borrow) (the "Redeployment Period"), divided by
360.

                             (ii) The Agent shall then determine the present
         value as of the Funding Breakage Date (discounted at the Treasury Rate
         as of such Funding Breakage Date, and calculated on the basis of a year
         of 365 or 366 days, as the case may be, and the actual number of days
         in the Redeployment Period) (each a "Present Value Amount") of each
         Future Value Amount (assuming for this purpose that each Future Value
         Amount is payable on the last day of the corresponding Funding Period
         (or scheduled Funding Period in the case of a failure to renew, convert
         or borrow)).

                             (iii) The Agent finally shall total Lessor's
         Present Value Amounts for all of its affected portions of the Loans,
         and this total shall be the amount of the Funding Breakage Indemnity to
         be paid by Lessee to Lessor.

Such Funding Breakage Indemnity shall be due and payable on demand. In addition,
Lessee shall, on the due date for payment of any Funding Breakage Indemnity, pay
to Lessor an additional amount equal to interest on such Funding Breakage
Indemnity from the Funding Breakage Date to but not including such due date at
the Prime Rate plus the Applicable Margin (calculated on the basis of a year of
360 days and actual days elapsed). The amount payable to Lessor under this
Section 5.16(b) shall be determined in good faith by the Agent, and such
determination shall be conclusive.

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<PAGE>
                                   ARTICLE VI
                         OTHER COVENANTS AND AGREEMENTS

         SECTION 6.1. Cooperation with Lessee. Lessor, Agent and each Lender
shall, to the extent reasonably requested by Lessee (but without assuming
additional liability on account thereof), at Lessee's expense, cooperate to
allow Lessee to (a) perform its covenants contained in Section 5.1, including at
any time and from time to time, upon the reasonable request of Lessee, to
promptly and duly execute and deliver any and all such further instruments,
documents and financing statements (and continuation statements related thereto)
as Lessee may request in order to perform such covenants and (b) further
Lessee's requirements as lessee of the Sites, including to file any statement
with respect to any tax abatements or other requirements.

         SECTION 6.2.  Covenants of Lessor and Lenders.

                  (a) Discharge of Liens. Lessor covenants that it will not
create or permit to exist at any time, and will, at its own cost and expense,
promptly (and in any event, within 90 days) take such action as may be necessary
duly to discharge, or to cause to be discharged, all Lessor Liens attributable
to it unrelated to the transactions contemplated by the Operative Documents.
Notwithstanding the foregoing, Lessor shall not be required to so discharge any
such Lessor Lien while the same is being contested in good faith by appropriate
proceedings diligently prosecuted so long as such proceedings shall not involve
any meaningful danger of the impairment of the Lien of the Mortgages or of the
sale, forfeiture or loss of, and shall not interfere with the use or disposition
of, any part of the Sites or the Lease or title thereto or any interest therein
or the payment of Rent; provided, however, that Lessor shall discharge or bond
over any such Lessor Lien attributable to it unrelated to the transactions
contemplated by the Operative Documents, whether or not subject to contest as
provided above, upon the purchase of any Site by Lessee pursuant to the Lease.

                  (b) Change of Principal Place of Business. Lessor shall give
prompt notice to Lessee and Agent, if Lessor's principal place of business or
chief executive office, or the office where the records concerning the accounts
or contract rights relating to the Sites or the Overall Transaction are kept,
shall cease to be located at One Mellon Bank Center, Rm 151-4444, Pittsburgh, PA
15258-0001, Attention: Leasing Group or if it shall change its name or identity.

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<PAGE>
                  (c) Loan Agreement. As between Lessor and Lessee, Lessor and
each Lender hereby agree that, so long as the Lease is in effect, Lessor shall
not consent to or permit any amendment of the terms and provisions of the Loan
Agreement, the Mortgages or any Note, whether or not any Lease Event of Default
shall have occurred and be continuing, if any such amendment or action would
have the effect of increasing the obligations of Lessee or decreasing the rights
of Lessee, in each case without the prior written consent of Lessee, except that
without such consent, Lessor may waive performance by Agent of obligations to
Lessor the non-performance of which does not materially adversely affect Lessee.

                  (d) Depreciation. From the date hereof unless and until
Lessor's interest in the Sites is unencumbered by the Lease, neither Lessor nor
any Lender shall claim any federal or state tax attributes or benefits
(including depreciation) relating to the Sites unless required to do so by an
appropriate taxing authority or after a clearly applicable change in Applicable
Laws and Regulations or as a protective response to a proposed adjustment by an
Authority; provided, however, that if an appropriate taxing authority shall
require Lessor to claim any such federal or state tax attributes or benefits,
such Person shall promptly notify Lessee thereof and shall permit Lessee to
contest such requirement in a manner similar to the contest rights provided in,
and subject to any applicable limitation to a contest contained in, Section
7.2(b) hereof.

                  (e) Transfer by Lessor. Lessor shall not transfer its interest
in the Sites (other than a transfer pursuant to the provisions of the Operative
Documents) without the consent of Agent and, so long as no Lease Event of
Default shall have occurred and be continuing, Lessee, each such consent not to
be unreasonably withheld. The foregoing limitation shall not be applicable to
the transfer of any stock or other ownership interests in Lessor, nor of any
assets of Lessor other than its rights in the Sites.

                  (f) No Voluntary Bankruptcy. Lessor shall not (i) commence any
case, proceeding or other action under any existing or future law of any
jurisdiction (domestic or foreign) relating to bankruptcy, insolvency,
reorganization, arrangement, winding up, liquidation, dissolution, composition
or other relief with respect to it or its debts, or (ii) seek appointment of a
receiver, trustee, custodian or other similar official for it or for all or any
substantial benefit of its creditors.

         SECTION 6.3. Restrictions on and Effect of Transfer by any Lender. No
Lender shall assign, convey or otherwise transfer

                                      -62-


<PAGE>

(including pursuant to a participation) all or any portion of its right, title
or interest in, to or under any of the Operative Documents or any Note, unless
the provisions of this Section 6.3 are satisfied. With respect to any
assignment, conveyance or other transfer, other than a loan participation, the
conditions set forth in clauses (a) through (g) of this Section 6.3 are
applicable. With respect to any loan participation, the conditions set forth in
Section 6.4 shall be applicable.

                  (a) Required Notice and Effective Date. Any Lender desiring to
effect a transfer of its interest shall give written notice of each such
proposed transfer to Lessee and Agent at least ten (10) Business Days prior to
such proposed transfer (other than with respect to transfers of a Lender's
interest on the Document Closing Date, notice of which may be given on the
Document Closing Date), setting forth the name of such proposed transferee, the
percentage or interest to be retained by such Lender, if any, and the date on
which such transfer is proposed to become effective. All reasonable
out-of-pocket costs incurred by Agent and Lessor in connection with any such
disposition by a Lender under this Section 6.3 shall be borne by such Lender. In
the event of a transfer under this Section 6.3, any expenses incurred by the
transferee in connection with its review of the Operative Documents and its
investigation of the transactions contemplated thereby shall be borne by such
transferee or the relevant Lender, as they may determine, but shall not be
considered costs and expenses which Lessee is obligated to pay or reimburse
under Section 9.9.

                  (b) Required Consent; Securities Laws. No Lender may make any
such assignment, conveyance or transfer unless (i) Lessee and Agent shall have
consented to the transfer and the transferee, such consents not to be
unreasonably withheld, and (ii) the applicable Lender and transferee shall have
complied with all applicable securities laws with respect to such transfer.

                  (c) Employee Benefit Plans. No Lender may make any such
assignment, conveyance or transfer (including pursuant to a participation) to or
in connection with any arrangement or understanding in any way involving any
employee benefit plan (or its related trust), as defined in Section 3(3) of
ERISA, or with the assets of any such plan (or its related trust), as defined in
Section 4975(e)(1) of the Code (other than a governmental plan, as defined in
Section 3(32) of ERISA).

                                      -63-


<PAGE>
                  (d) Representations and Warranties. Notwithstanding anything
to the contrary set forth above, no Lender may assign, convey or transfer its
interest to any Person, unless such Person shall have delivered to Agent and
Lessee a certificate confirming the accuracy of the representations and
warranties set forth in Section 4.2 with respect to such Person (other than as
such representation or warranty relates to the execution and delivery of
Operative Documents) and confirmation of such Person's commitment to acquire a
corresponding interest in the Credit Agreement.

                  (e) Amounts. Any assignment of Notes shall be in a face
principal amount which, together with the amount of the Credit Agreement such
assignee will hold after giving effect to such assignment, is equal to or
greater than $10,000,000 or the entire amount of the Note being transferred.
Unless Agent otherwise approves, the applicable Lender shall assign to the
transferee an interest in the Credit Agreement corresponding in percentage to
the interest in the Notes which such Lender is transferring to the transferee,
and such transfer and the transferee shall have satisfied all conditions under
the Credit Agreement for the transferee to become a successor party thereto.

                  (f) Assumption of Obligations. Upon satisfaction of all
applicable conditions set forth in this Section 6.3 and the consummation of the
transfer (other than a loan participation), the obligations of the transferring
Lender under the Operative Documents shall be proportionately released and
reduced to the extent of such transfer. Upon any such transfer as above
provided, the transferee shall be deemed to be bound by all obligations (whether
or not yet accrued) under, and to have become a party to, all Operative
Documents to which its transferor was a party, shall be deemed the pertinent
"Lender" for all purposes of the Operative Documents and shall be deemed to have
made that portion of the payments pursuant to this Agreement previously made or
deemed to have been made by the transferor represented by the interest being
conveyed; and each reference herein and in the other Operative Documents to the
pertinent "Lender" shall thereafter be deemed a reference to the transferee, to
the extent of such transfer, for all purposes. Upon any such transfer, Agent
shall deliver to Lessor and Lessee new Schedules I and II to this Participation
Agreement, revised to reflect the relevant information for such new Lender and
the Commitment of such new Lender (and the revised Commitment of the transferor

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<PAGE>
Lender if it shall not have transferred its entire interest).

                  (g) Affidavit. If a new Note is to be issued upon transfer,
the transferring Lender shall have the transferee and Lessor execute an
affidavit to the Note, affirming that the Note was executed and delivered
outside of the State of Florida.

                  (h) Effect. From and after any transfer of its Notes in
accordance with this Section 6.3 (other than a loan participation) the
transferring Lender shall be released, to the extent assumed by the transferee,
from its liability and obligations hereunder and under the other Operative
Documents relating to the Sites to which such transferor is a party in respect
of obligations to be performed on or after the date of such transfer. Upon any
transfer by a Lender as above provided, any such transferee shall be deemed a
"Lender" for all purposes of such documents and each reference herein to a
Lender shall thereafter be deemed a reference to such transferee for all
purposes, except as the context may otherwise require. Notwithstanding any
transfer as provided in this Section 6.3, the transferor shall be entitled to
all benefits accrued and all rights vested prior to such transfer, including
rights to indemnification under this Agreement or any other Operative Document.

                  (i) Documentation; Agent's Fee. Each such transfer (including,
without limitation, a loan participation) shall be subject to the requirement
that (i) the transferee (or loan participant, as applicable) shall have executed
and delivered to Agent, Lessee and Lessor a letter in substantially the form of
the Investor's Letter attached hereto as Exhibit G, and (ii) the applicable
Lender and transferee shall have executed and delivered such other documents,
certificates and opinions of counsel which Lessee or Agent shall reasonably
request to confirm the satisfaction of the conditions of this Section 6.3. The
applicable Lender or transferee shall pay to Agent for each transfer: (i) a fee
of $3,000, and (ii) the reasonable fees and expenses of counsel to Agent. The
obligations of the applicable Lender and the transferee under the immediately
preceding sentence shall be joint and several.

         SECTION 6.4.  Covenants and Agreements of Lenders.

                  (a) Participations. Each Lender covenants and agrees that it
will not grant participations in its Notes to any Person (a "Loan Participant")

                                      -65-

<PAGE>
"Loan Participant") unless the conditions of clauses (a) through (g) and clause
(i) of Section 6.3 shall have been satisfied. In the event of any such sale by a
Lender of a participating interest to a Loan Participant, such Lender's
obligations under this Agreement and under the other Operative Documents shall
remain unchanged, such Lender shall remain solely responsible for the
performance thereof, such Lender shall remain the holder of its Note for all
purposes under this Agreement and under the other Operative Documents, and
Lessor, Agent and, except as set forth in Section 6.4(b), Lessee shall continue
to deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement and under the other Operative
Documents. Notwithstanding any such loan participation, no Loan Participant
shall have any right to vote with respect to the transactions contemplated by
the Operative Documents other than with respect to changes in principal amount
of the Note in which such Loan Participant has a participation, the interest
rate payable under such Note and the stated maturity date of such Note.

                  (b) Transferee Indemnities. Each Loan Participant shall be
entitled to the benefits of Sections 2.11 and 2.12 of the Loan Agreement with
respect to its Notes or participation in the Loans outstanding from time to
time; provided, that no Loan Participant shall be entitled to receive any
greater amount pursuant to such Sections than the transferor Lender would have
been entitled to receive in respect of the amount of the Notes or participation
transferred by such transferor Lender to such Loan Participant had no such
transfer or participation occurred.

         SECTION 6.5. Future Lenders. Each Lender, by its acceptance of its Note
or Notes, shall be deemed to be bound by and, upon compliance with the
requirements of Section 6.4, will be entitled to all of the benefits of the
provisions of this Agreement.

         SECTION 6.6. Agent under Participation Agreement and Mortgages. For
purposes of this Agreement and the Mortgages, the parties hereto agree that
Agent shall be the agent of the Lenders, with Agent's duties and obligations
hereunder and thereunder being subject to the limitations, and Agent being
entitled to the rights, set forth in Article VII of the Loan Agreement. The
foregoing provisions of this Section 6.6 shall not limit the provisions of
Article 8 of this Participation Agreement or the rights and obligations of Agent
as Agent for all of the Participants pursuant to said Article 8.

         SECTION 6.7. Prepayment by Lessor. Except as expressly permitted by the
Operative Documents, each Lender acknowledges and

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<PAGE>
agrees that Lessor may not voluntarily prepay the Notes, or any part thereof,
without the written consent of Lessee; provided, however, that Lessor may
prepay, or cause to be prepaid, all or any portion of the Notes at any time
during the continuance of a Lease Event of Default.

         SECTION 6.8. Foreclosure against Lessor. If Lessor's interest in the
Sites is foreclosed by reason of a Loan Event of Default while no Lease Event of
Default shall have occurred and be continuing, Lessee shall not be responsible
for any costs or expenses incurred by Agent in connection with such foreclosure
or as a result thereof.

                                   ARTICLE VII

                                 INDEMNIFICATION

         SECTION 7.1. General Indemnification. Lessee agrees, whether or not any
of the transactions contemplated hereby shall be consummated, to assume
liability for, and to indemnify, protect, defend, save and keep harmless on an
after-tax basis (in accordance with Section 7.5) each Indemnitee from and
against any and all Claims that may be imposed on, incurred by or asserted
against such Indemnitee (whether because of action or omission, negligent or
otherwise, by such Indemnitee or otherwise), whether or not such Indemnitee
shall also be indemnified as to any such Claim by any other Person and whether
or not such Claim arises or accrues prior to the Document Closing Date or after
the Lease Termination Date, in any way relating to or arising out of (a) any of
the Operative Documents or any of the transactions contemplated thereby or any
investigation, litigation or proceeding in connection therewith, and any
amendment, modification or waiver in respect thereof; or (b) any Site or any
part thereof or interest therein; or (c) the acquisition, mortgaging, design,
construction, preparation, installation, inspection, delivery, non-delivery,
acceptance, rejection, purchase, ownership, possession, rental, lease, sublease,
repossession, maintenance, repair, alteration, modification, addition or
substitution, storage, transfer or title, redelivery, use, financing,
refinancing, operation, condition, sale (including any sale pursuant to Section
6.3 of the Lease or any sale pursuant to Article XVIII of the Lease), return or
other disposition of all or any part of any interest in the Sites or the
imposition of any Lien (or incurrence of any liability to refund or pay over any
amount as a result of any Lien) thereon, including, without limitation: (i)
Claims or penalties arising from any violation of law, including Applicable Laws
and Regulations, or in tort (strict liability or otherwise), (ii) loss of or
damage to the environment (including investigation costs, clean-up costs,

                                      -67-


<PAGE>
response costs, remediation and removal costs, costs of corrective action, costs
of financial assurance, and all other damages, costs, fees and expenses, fines
and penalties, including natural resource damages), or death or injury to any
Person, and all expenses associated with the protection of wildlife, aquatic
species, vegetation, flora and fauna, and any mitigative action required by or
under Environmental Laws, (iii) latent or other defects, whether or not
discoverable by Lessee or any Indemnitee, (iv) any Claims resulting from the
existence or Release of any Hazardous Materials at or from any Site and (v) any
Claim for patent, trademark, tradename or copyright infringement, provided that
the matters in this clause (c) shall be without duplication of any matter for
which indemnification is provided pursuant to the Environmental Indemnity; (d)
the offer, issuance, sale or delivery of the Notes; (e) the breach or alleged
breach by Lessee of any representation or warranty, covenant or agreement made
by it or deemed made by it in any Operative Document; (f) the transactions
contemplated hereby or by any other Operative Document, in respect of the
application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any
prohibited transaction described in Section 4975(c) of the Code or (g) any other
agreement entered into or assumed by Lessee in connection with any Site
(including, in each case, matters based on or arising from the negligence of any
Indemnitee).

         Lessee shall not be required to indemnify under this Section 7.1 for
(1) as to an Indemnitee, any Claim to the extent resulting from the willful
misconduct or gross negligence of such Indemnitee, as determined by a court of
competent jurisdiction or to the extent resulting from the breach of
representations, warranties or covenants of such Indemnitee (including, in the
case of clause (f) of this Section 7.1, the representation of such Lender set
forth in Section 4.2(e) and the covenant of such Lender set forth in Section
6.3(c)), (2) any Claims in respect of Taxes (such Claims to be subject to
Section 7.2), other than a payment necessary to make payments under this Section
7.1 on an after-tax basis, provided, that this clause (2) does not apply to any
taxes or penalties included in Claims against which the Indemnitee is provided
an indemnification under clause (f) of this Section 7.1 and (3) as to an
Indemnitee, any Claim resulting from Lessor Liens which such Indemnitee is
responsible for discharging under the Operative Documents. In the event that the
indemnification provided for herein is prohibited by Applicable Laws and
Regulations, Lessee will contribute to a Claim to the maximum extent permitted
by law.

                                      -68-


<PAGE>
         SECTION 7.2.  General Tax Indemnity.

                  (a) Tax Indemnity. Lessee shall pay, defend and, on written
demand, indemnify and hold each Indemnitee harmless (on an after-tax basis in
accordance with Section 7.5) from and against, any and all Taxes, howsoever
imposed, on or with respect to any Indemnitee, the Sites or any portion thereof,
any Operative Document or Lessee or any sublessee or user of a Site by any
Authority in connection with or in any way relating to (i) the acquisition,
mortgaging, design, construction, preparation, installation, inspection,
delivery, non-delivery, acceptance, rejection, purchase, ownership, possession,
rental, lease, sublease, repossession, maintenance, repair, alteration,
modification, addition or substitution, storage, transfer of title, redelivery,
use, financing, refinancing, operation, condition, sale, return or other
application or disposition of all or any part of the Sites or the imposition of
any Lien (or incurrence of any liability to refund or pay over any amount as a
result of any Lien) thereon, (ii) Basic Rent or Supplemental Rent or the
receipts or earnings arising from or received with respect to the Sites or any
part thereof, or any interest therein or any applications or dispositions
thereof, (iii) any other amount paid or payable pursuant to the Notes or any
other Operative Documents, (iv) the Sites or any part thereof or any interest
therein, (v) all or any of the Operative Documents, any other documents
contemplated thereby and any amendments and supplements thereto, and (vi)
otherwise with respect to or in connection with the transactions contemplated by
the Operative Documents; provided, however, that the indemnification obligation
of this Section 7.2(a) shall not apply to (i) Taxes which are based upon or
measured by the Indemnitee's net income (including taxes based on minimum taxes
or capital gains), or which are expressly in substitution for, or relieve
Indemnitee from, any actual Tax based upon or measured by Indemnitee's net
income; (ii) any Tax or imposition to the extent, but only to such extent, it
relates to any act, event or omission that occurs after the termination of the
Lease and the discharge of all of Lessee's obligations under the Operative
Documents which were matured at the time of such termination (but not any Tax or
imposition that relates to any period prior to the discharge of all of Lessee's
obligations under the Operative Documents which were matured at the time of such
termination) unless such termination is the result of a Lease Event of Default
or the Site has been transferred to Lessee; (iii) any interest or penalties
imposed on an Indemnitee as a result of the failure of such Indemnitee to comply
with its obligations set forth in Section 7.2(d) unless such failure results
from the failure of Lessee to comply with its obligations set forth in Section

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<PAGE>
7.2(d); (iv) any Taxes which are imposed on an Indemnitee as a result of a
breach of a covenant or representation by such Indemnitee in any Operative
Document (unless caused by the Lessee's breach of its representation, warranties
or covenants) or is a result of the gross negligence or willful misconduct of
such Indemnitee itself (as opposed to gross negligence or willful misconduct
imputed to such Indemnitee), but not Taxes imposed as a result of ordinary
negligence of such Indemnitee; (v) Taxes based upon the voluntary transfer,
assignment or disposition by Agent, Lessor or any Lender of any interest in any
of the Sites (other than a transfer pursuant to the exercise of remedies under
the Operative Documents, transfers pursuant to the exercise of the Sale Option
or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease) or
any involuntary transfer of any interest in any of the Sites resulting from the
bankruptcy or insolvency of the Agent, Lessor or any Lender (other than in
connection with the existence of a Lease Event of Default or a Credit Agreement
Event of Default); (vi) any gift, inheritance, franchise or estate Taxes (vii)
taxes and impositions that are imposed by any state or local jurisdiction or
taxing authority within any state or local jurisdiction and that are based upon
or measured by the net income or net receipts (including any minimum taxes,
withholding taxes or taxes on or measured by capital, net worth, excess profits
or items of tax preference or taxes that are capital stock, franchise or doing
business taxes); (viii) any Tax or imposition for so long as, but only for so
long as, it is being contested in accordance with the provisions of the
Participation Agreement; (ix) any Taxes or impositions that are enacted or
adopted by their express terms as a substitute for any Tax that would not have
been indemnified against pursuant to the terms of Section 7.2(a) of the
Participation Agreement; (x) any Taxes or impositions to the extent that such
Taxes are actually reimbursed to the Lessor by another Person other than an
Affiliate of the Lessor; (xi) in the event of a voluntary transfer, assignment
or disposition, or any involuntary transfer of any interest in any of the Sites
resulting from the bankruptcy or insolvency of Lessor (other than in connection
with the existence of a Lease Event of Default or a Credit Agreement Event of
Default), any Tax or imposition imposed on a direct or indirect transferee,
successor or assign of the Lessor to the extent of the excess of such Taxes over
the amount of such Taxes that would have been imposed had there not been a
transfer by the original Lessor of an interest arising under the Operative
Documents, unless a Lease Event of Default shall have occurred and be
continuing; and (xii) any Taxes or impositions imposed on the Lessor that are a
result of the Lessor not being considered a "United States person" as defined in
Section 7701(a)(30) of the Code. Notwithstanding the

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<PAGE>
proviso of the preceding sentence, Lessee shall pay or reimburse, and indemnify
and hold harmless, any Indemnitee which is not incorporated under the laws of
the United States, or a state thereof, and which has complied with Section 7.3,
from any deduction or withholding of any United States Federal, state or local
income tax. All indemnities contained in this Section 7.2(a) are expressly made
for the benefit of, and shall be enforceable by, each Indemnitee.

                  (b) Contests. Lessee shall pay on or before the time or times
prescribed by law any Taxes (except any Taxes excluded by the proviso to Section
7.2(a)); provided, however, that Lessee shall be under no obligation to pay any
such Tax so long as the payment of such Tax is not delinquent or is being
contested by a Permitted Contest. If any claim or claims is or are made against
any Indemnitee for any Tax which is subject to indemnification as provided in
Section 7.2(a), Indemnitee shall as soon as practicable, but in no event more
than 20 days after receipt of formal written notice of the Tax or proposed Tax,
notify Lessee and if, in the reasonable opinion of Lessee and (in the case of
any Tax which may reasonably be expected in the aggregate to exceed $50,000) tax
counsel acceptable to the Indemnitee, there exists a basis to contest such Tax
which satisfies the requirements of ABA Formal Opinion 85-352 (and if the
provisos of the definition of "Permitted Contest" continues to be satisfied and
so long as no Lease Event of Default exists), Lessee at its expense may, to the
extent permitted by Applicable Laws and Regulations, contest such Tax, and
subsequently may appeal any adverse determination, in the appropriate
administrative and legal forums; provided that in all other circumstances, upon
notice from Lessee to such Indemnitee that there exists a basis to contest any
such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as
supported by an opinion of tax counsel to Lessee acceptable to the Indemnitee),
the Indemnitee, at Lessee's expense, shall contest any such Tax. Lessee shall
pay all expenses incurred by the Indemnitee in contesting any such Tax
(including all reasonable attorneys' and accountants' fees, including the
allocated costs of internal counsel), upon demand by the Indemnitee. Lessee
shall have the right to participate in the conduct of any proceedings controlled
by the Indemnitee to the extent that such participation by such Person does not
interfere with the Indemnitee's control of such contest and Lessee shall in all
events be kept informed, to the extent practicable, of material developments
relative to such proceedings. The Indemnitee shall have the right to participate
in the conduct of any proceedings controlled by Lessee and the Indemnitee shall
in all events be kept informed, to the extent practicable, of material
developments relative to such proceedings.

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<PAGE>
The Indemnitees agree that a contested claim for which Lessee would be required
to make a reimbursement payment hereunder will not be settled or compromised
without Lessee's prior written consent (which consent shall neither be
unreasonably delayed nor withheld), unless the provisos of the definition of
"Permitted Contest" would not continue to be satisfied. Indemnitee shall
endeavor to settle or compromise any such contested claim in accordance with
written instructions received from Lessee, provided that: (x) Lessee on or
before the date the Indemnitee executes a settlement or compromise pays the
contested Tax to the extent agreed upon or makes an indemnification payment to
the Indemnitee in an amount acceptable to the Indemnitee; and (y) the settlement
or compromise does not, in the reasonable opinion of the Indemnitee materially
adversely affect the right of such Lessor to receive Rent or the Lease Balance
or any other payment pursuant to the Operative Documents, or involve a material
risk of sale, forfeiture or loss of any Site or any interest therein or any
matter described in the provisos to the definition of "Permitted Contest". The
failure of an Indemnitee to timely contest a claim against it for any Tax which
is subject to indemnification under Section 7.2(a) and for which it has an
obligation to Lessee to contest under this Section 7.2(b) in the manner required
by Applicable Laws and Regulations where Lessee has timely requested that such
Indemnitee contest such claim shall relieve Lessee of its obligations to such
Indemnitee under Section 7.2(a) with respect to such claim to the extent such
failure results in the loss of an effective contest. If Applicable Laws and
Regulations require the payment of a contested Tax as a condition to, or
regardless of, its being contested, and Lessee chooses to contest such Tax or to
direct the Indemnitee to contest such Tax in accordance with this Section, then
Lessee shall provide the Indemnitee with the funds to pay such Tax, such
provision of funds to be deemed a non-interest bearing loan by Lessee to the
Indemnitee to be repaid by any recovery of such Tax from such contest and any
remaining unpaid amount not recovered to offset Lessee's obligation to indemnify
the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a
grossed-up basis (in accordance with Section 7.5) for and against any adverse
tax consequences of such interest-free loan. In the event that the Indemnitee
receives a refund (or like adjustment) in respect of any Tax for which the
Indemnitee has been reimbursed by Lessee, the Indemnitee shall immediately remit
the amount of such refund (or like adjustment) to Lessee, net of all costs and
expenses incurred by such Indemnitee.

                  (c) Payments. Any Tax indemnifiable under Section 7.2(a) shall
be paid directly to the applicable taxing authority if direct payment is
practicable and permitted. If direct payment to the applicable taxing authority 

                                      -72-


<PAGE>
is not permitted or is otherwise not made, any amount payable to an Indemnitee
pursuant to Section 7.2(a) shall be paid within thirty (30) days after receipt
of a written demand therefor from such Indemnitee accompanied by a written
statement describing in reasonable detail the amount so payable, but not before
the date that the relevant Taxes are due. Any payments made pursuant to Section
7.2(a) directly to the Indemnitee entitled thereto or Lessee, as the case may
be, shall be made in immediately available funds at such bank or to such account
as specified by the payee in written directions to the payor, or, if no such
direction shall have been given, by check of the payor payable to the order of
the payee by certified mail, postage prepaid at its address as set forth in this
Participation Agreement. Upon the request of any Indemnitee with respect to a
Tax that Lessee is required to pay, Lessee shall furnish to such Indemnitee the
original or a certified copy of a receipt for Lessee's payment of such Tax or
such other evidence of payment as is reasonably acceptable to such Indemnitee.
Taxes imposed with respect to the Property for a billing period during which the
Lease expires or terminates (provided that the Lessee surrenders possession of
the Property to Lessor) shall be adjusted and prorated on a daily basis between
the Lessee and the Lessor, whether or not such Imposition is imposed before or
after such expiration or termination and each party shall pay or reimburse the
other for each party's pro rata share thereof. At Lessee's request, the amount
of any indemnification payment by Lessee pursuant to subsection (a) shall be
verified and certified by an independent public accounting firm mutually
acceptable to Lessee and the Indemnitee. The fees and expenses of such
independent public accounting firm shall be paid by Lessee unless such
verification shall result in an adjustment in Lessee's favor of 5% or more of
the payment as computed by the Indemnitee, in which case such fee shall be paid
by the Indemnitee. In no event shall Lessee have the right to review the
Indemnitee's tax returns or receive any other confidential information from the
Indemnitee in connection with such verification. Any information provided to
such accountants by any Person shall be and remain the exclusive property of
such Person and shall be deemed by the parties to be (and the accountants will
confirm in writing that they will treat such information as) the private,
proprietary and confidential property of such Person, and no Person other than
such Person and the accountants shall be entitled thereto and all such materials
shall be returned to such Person. Such accounting firm shall be requested to
make its determination within 30 days of Lessee's request for verifications and
the computations of the accounting firm shall be final, binding and conclusive
upon Lessee and the Indemnitee. The parties agree that the sole responsibility
of the independent public accounting firm shall be to verify the amount of a

                                      -73-


<PAGE>
payment pursuant to this Participation Agreement and that matters of
interpretation ofthis Participation Agreement are not within the scope of the
independentaccounting firm's responsibilities.

                  (d) Reports. If any report, return or statement is required to
be filed with respect to any Taxes that are subject to indemnification under
Section 7.2(a), Lessee shall, if Lessee is permitted by Applicable Laws and
Regulations, timely prepare and file such report, return or statement; provided,
however, that if Lessee is not permitted by Applicable Laws and Regulations to
file any such report Lessee will promptly so notify the appropriate Indemnitee,
in which case the Indemnitee will file any such report after preparation thereof
by Lessee. Lessee will deliver any such return, together with immediately
available funds for payment of any Tax due, to such Indemnitee at least ten (10)
days in advance of the date such return or payment is due.

         SECTION 7.3. Withholding Tax Exemption. On or before the first date on
which any payment is due under any Note for the account of any Lender not
incorporated under the laws of the United States or a state thereof, such Lender
agrees that it will have delivered to each of Lessee, Lessor and Agent (i) two
valid, duly completed copies of United States Internal Revenue Service Form 1001
or 4224, certifying in either case that such Lender is entitled to receive
payments under the Operative Documents without deduction or withholding of any
United States federal income taxes and (ii) a valid, duly completed Internal
Revenue Service Form W-8 or W-9 or successor applicable form, as the case may
be, to establish an exemption from United States backup withholding tax. Each
Lender which so delivers a Form 1001 or 4224 and Form W-8 or W-9, or successor
applicable forms, further undertakes to deliver to each of Lessee, Lessor and
Agent two additional copies of such form on or before the date that such form
expires (currently, three successive calendar years for Form 1001 and one
calendar year for Form 4224) or becomes obsolete or after the occurrence of any
event requiring a change in the most recent forms so delivered by it, and such
amendments thereto or extensions or renewals thereof as may be reasonably
requested by Lessee, Lessor or Agent, in each case certifying that such Lender
is entitled to receive payments under the Operative Documents without deduction
or withholding of any United States Federal income taxes, unless any change in
treaty, law or regulation has occurred prior to the date on which any such
delivery would otherwise be required which renders all such forms inapplicable
or which would prevent such Lender from duly completing and delivering any such
form with respect to it and such Lender advises Lessee, Lessor and Agent that it
is not capable of receiving payments without any withholding of United States
Federal income tax.

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<PAGE>
         SECTION 7.4. Excessive Use Indemnity. In the event that at the end of
the Lease Term: (a) Lessee elects the Sale Option; and (b) after paying to
Lessor all amounts due under Section 6.3 of the Lease, including Proceeds and
the aggregate Applicable Percentage Amount, Lessor does not have sufficient
funds to reduce the Lease Balance to zero, then Lessee shall promptly pay over
to Lessor the shortfall unless Lessee delivers a report from an independent
appraiser in form and substance satisfactory to Lessor and the Agent which
establishes that the decline in value in the Sites from the aggregate amount
anticipated for such date in the Appraiser's report delivered with respect to
each Site on or about the applicable Site Acquisition Date was not due to the
excessive use of any Facility or any Site, failure to maintain any Facility or
any Site, modifications or restorations which reduce the value of any Facility
or any Site, any adverse change in the environmental condition of any Facility
or any Site, any easements granted pursuant to Section 8.3 of the Lease or
Section 3.4 of the Construction Agency Agreement which reduce the value of any
Facility or Site or any other cause or condition within the power of Lessee to
control or affect differing from ordinary wear and tear.

         SECTION 7.5. Gross Up. If an Indemnitee shall not be entitled to a
corresponding and equal deduction with respect to any payment or Tax which
Lessee is required to pay or reimburse under any other provision of this Article
VII (each such payment or reimbursement under this Article VII, an "original
payment") and which original payment constitutes income to such Indemnitee, then
Lessee shall pay to such Indemnitee on demand the amount of such original
payment on a grossed-up basis such that, after subtracting all Taxes imposed on
such Indemnitee with respect to such original payment by Lessee (including any
Taxes otherwise excluded by Section 7.2(b) and assuming for this purpose that
such Indemnitee was subject to taxation at the highest Federal marginal rates
applicable to widely held corporations for the year in which such income is
taxable and at an assumed state and local income tax rate of 9.5%, such payments
shall be equal to the original payment to be received or paid (net of any
credits, deductions or other tax benefits then actually recognized that arise
from the payment by such Indemnitee of any amount, including taxes, for which
the payment to be received is made).

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<PAGE>
                                  ARTICLE VIII
                                    THE AGENT

         SECTION 8.1.  Appointment of Agent; Powers and Authorization
to Take Certain Actions.

                  (a) Each Participant irrevocably appoints and authorizes Agent
         to act as its agent hereunder, with such powers as are specifically
         delegated to Agent by the terms hereof, together with such other powers
         as are reasonably incidental thereto. Each Participant authorizes and
         directs Agent to, and Agent agrees for the benefit of the Participant,
         that, on the Document Closing Date it will accept the Operative
         Documents and thereafter, it will accept all documents to be delivered
         to Agent on behalf of the Participants or the Lenders under the
         Operative Documents. Specifically, without limitation, Lessor hereby
         appoints Agent as its agent hereunder and under the Operative Documents
         to accept delivery of all documents to be delivered to Lessor under the
         Operative Documents and to take all action on behalf of Lessor required
         to be taken by Lessor under the Operative Documents, subject to the
         remaining provisions of this Article 8. Agent accepts the agency hereby
         created applicable to it and agrees to receive all payments and
         proceeds pursuant to the Operative Documents and disburse such payments
         or proceeds in accordance with the Operative Documents. Agent shall
         have no duties or responsibilities except those expressly set forth in
         the Operative Documents. Agent shall not be responsible to any
         Participant (or to any other Person) (i) for any recitals, statements,
         representations or warranties of any party contained in any of the
         Operative Documents or in any certificate or other document referred to
         or provided for in, or received by any of them under, the Operative
         Documents, other than the representations and warranties made by Agent
         in Section 4.4, or (ii) for the value, validity, effectiveness,
         genuineness, enforceability or sufficiency of the Collateral or the
         title thereto or of the Loan Agreement or any other document referred
         to or provided for therein or (iii) for any failure by any Lessee,
         Lessor, any Lender or any other third party (other than Agent) to
         perform any of its obligations under any Operative Document. Agent may
         employ agents, trustees or attorneys-in-fact, may vest any of them with
         any property, title, right or power deemed necessary for the purposes
         of such appointment and shall not be responsible for the negligence or
         misconduct of any of them selected by it with reasonable care. Neither
         Agent nor any of its directors, officers, employees or agents shall be

                                      -76-


<PAGE>
         liable or responsible for any action taken or omitted to be taken by it
         or them hereunder, or in connection herewith, except for its or their
         own gross negligence or willful misconduct.

                  (b) Agent shall not have any duty or obligation to manage,
         control, use, operate, store, lease, sell, dispose of or otherwise deal
         with any Site, any other Collateral or the Lease, or to otherwise take
         or refrain from taking any action under, or in connection with, this
         Agreement or any related document to which Agent is a party, except as
         expressly provided by the terms hereof, and no implied duties of any
         kind shall be read into any Operative Document against Agent. The
         permissive right of Agent to take actions enumerated in this Agreement
         or any other Operative Document shall never be construed as a duty,
         unless Agent is instructed or directed to exercise, perform or enforce
         one or more rights by the Required Participants (provided that Agent
         has received indemnification reasonably satisfactory to it). Subject to
         Section 8.1(c) below, no provision of the Operative Documents shall
         require Agent to expend or risk its own funds or otherwise incur any
         financial liability in the performance of any of its obligations under
         the Operative Documents, or in the exercise of any of its rights or
         powers thereunder. It is understood and agreed that the duties of Agent
         are ministerial in nature.

                  (c) Except as specifically provided herein, Agent is acting
         hereunder solely as agent and, except as specifically provided herein,
         is not responsible to any party hereto in its individual capacity,
         except with respect to any claim arising from Agent's gross negligence
         or willful misconduct or any breach of a representation or covenant
         made in its individual capacity.

                  (d) Agent may accept deposits from, lend money to and
         otherwise deal with Lessee or any of its Affiliates with the same
         rights as it would have if it were not the named Agent hereunder.

         SECTION 8.2. Reliance. Agent may rely upon, and shall not be bound or
obligated to make any investigation into the facts or matters stated in, any
certificate, notice or other communication (including any communication by
telephone, facsimile, telex, telegram or cable) reasonably believed by it to be
genuine and correct and to have been made, signed or sent by or on behalf of the
proper Person or Persons, and upon advice and statements of legal counsel, 

                                      -77-


<PAGE>
independent accountants and other experts selected by Agent with due care
(including any expert selected by Agent to aid Agent in any calculations
required in connection with its duties under the Operative Documents).

         SECTION 8.3. Action Upon Instructions Generally. Subject to Sections
8.4 and 8.6, upon written instructions of the Required Participants, Agent
shall, on behalf of the Participants, give such notice or direction, exercise
such right, remedy or power hereunder or in respect of any Site, and give such
consent or enter into such amendment to any document to which it is a party as
Agent as may be specified in such instructions. Agent shall deliver to each
Participant a copy of each material notice, report and certificate received by
Agent pursuant to the Operative Documents. Agent shall have no obligation to
investigate or determine whether there has been a Lease Default or Lease Event
of Default. Agent shall not be deemed to have notice or knowledge of any Lease
Default or Lease Event of Default unless a Responsible Officer of Agent is
notified in writing of such Lease Default or Lease Event of Default, provided
that Agent shall be deemed to have been notified in writing of any failure of
Lessee to pay Basic Rent in the amounts and at the times set forth in Article IV
of the Lease. If Agent receives notice of a Lease Default or Lease Event of
Default, Agent shall give prompt notice thereof, at Lessee's expense, to each
Participant. Subject to Sections 8.4, 8.6 and 9.5 hereof, and subject to the
terms and provisions of the Collateral Agency Agreement, Agent shall take action
or refrain from taking action with respect to such Lease Default or Lease Event
of Default as directed by the Required Participants or, in the case of a Lease
Event of Default by virtue of the failure of Lessee to pay any portion of Basic
Rent, as directed by any Participant; provided that, unless and until Agent
receives such directions, Agent may refrain from taking any action, or may act
in its discretion, with respect to such Lease Default or Lease Event of Default.
Prior to the date the Lease Balance shall have become due and payable by
acceleration pursuant to Article 18 of the Lease, the Required Participants may
deliver written instructions to Agent to waive, and Agent shall waive pursuant
thereto, any Event of Default and its consequences; provided that in the absence
of written instructions from all Participants, Agent shall not waive any (i)
Lease Event of Default by virtue of the failure of Lessee to pay any portion of
Basic Rent or (ii) covenant or provision which, under Section 9.5, cannot be
modified or amended without the consent of all Participants. As to any matters
not expressly provided for by this Agreement, Agent shall in all cases be fully
protected in acting, or in refraining from acting, hereunder in accordance with
instructions signed by the Required Participants

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<PAGE>
and such instructions of the Required Participants and any action taken or
failure to act pursuant thereto shall be binding on each Participant.

         SECTION 8.4. Indemnification. Each Participant shall reimburse and hold
Agent harmless, ratably in accordance with its Commitment at the time the
indemnification is required to be given, (but only to the extent that any such
indemnified amounts have not in fact been paid to Agent by, or on behalf of,
Lessee in accordance with Section 7.1) from any and all claims, losses, damages,
obligations, penalties, liabilities, demands, suits, judgments, or causes of
action, and all legal proceedings, and any reasonable costs or expenses in
connection therewith, including allocated charges, costs and expenses of
internal counsel of Agent and all other reasonable attorneys' fees and expenses
incurred by Agent, in any way relating to or arising in any manner out of (i)
any Operative Document, the enforcement hereof or thereof or the consummation of
the transactions contemplated thereby, or (ii) instructions from the Required
Participants (including, without limitation, the costs and expenses that Lessee
is obligated to and does not pay hereunder, but excluding normal administrative
costs and expenses incident to the performance by Agent of its agency duties
hereunder other than materially increased administrative costs and expenses
incurred as a result of an Event of Default), provided that no Participant shall
be liable for any of the foregoing to the extent they arise from (a) the gross
negligence or willful misconduct of Agent as determined by a court of competent
jurisdiction, (b) the inaccuracy of any representation or warranty or breach of
any covenant given by Agent in Section 4.4 hereof or in the Loan Agreement, (c)
negligence of Agent in the case of Agent's handling of funds or (d) any taxes,
fees or other charges payable by Agent based on or measured by any fees,
commissions or compensation received by it for acting as Agent in connection
with the transactions contemplated by the Operative Documents.

         SECTION 8.5. Independent Credit Investigation. Each Participant by
entering into this Agreement agrees that it has, independently and without
reliance on Agent or any other Participant and based on such documents and
information as it has deemed appropriate, made its own credit analysis of Lessee
and the Guarantors and its own decision to enter into this Agreement and each of
the other Operative Documents to which it is a party and that it will,
independently and without reliance upon Agent or any other Participant and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own analysis and decisions in taking action under this
Agreement and any related documents to which it is a party. Agent shall not be

                                      -79-


<PAGE>

required to keep itself informed as to the performance or observance by Lessee
of any other document referred to (directly or indirectly) or provided for
herein or to inspect the properties or books of Lessee. Except for notices or
statements which Agent is expressly required to give under this Agreement and
for notices, reports and other documents and information expressly required to
be furnished to Agent alone hereunder or under any other Operative Document,
Agent shall not have any duty or responsibility to provide any Participant with
copies of notices or with any credit or other information concerning the
affairs, financial condition or business of Lessee (or any of its Affiliates)
that may come into the possession of Agent or any of its Affiliates.

         SECTION 8.6. Refusal to Act. Except for notices and actions expressly
required of Agent hereunder, Agent shall in all cases be fully justified in
failing or refusing to act unless (a) it is indemnified to its reasonable
satisfaction by Lessor against any and all liability and reasonable expense
which may be incurred by it by reason of taking or continuing to take any such
action (provided that such indemnity shall not be required to extend to
liability or expense arising from any matter described in clauses (a) through
(d) of Section 8.4, it being understood that no action taken by Agent in
accordance with the instructions of the Required Participants shall be deemed to
constitute any such matter) and (b) it is reasonably satisfied that such action
is not contrary to any Operative Document or to any applicable law.

         SECTION 8.7. Resignation or Removal of Agent; Appointment of Successor.
Subject to the appointment and acceptance of a successor Agent as provided
below, Agent may resign at any time by giving 30 days' prior written notice
thereof to Lessor, Lenders and Lessee or may be removed at any time for cause by
30 days' prior written notice from the Required Participants to Agent, the other
Participants and Lessee. Upon any such resignation or removal, the Required
Participants at the time of the resignation or removal shall have the right to
appoint a successor Agent. If, within thirty (30) calendar days after the
retiring Agent's giving of notice of resignation or receipt of a written notice
of removal, a successor Agent is not so appointed and does not accept such
appointment, then the retiring or removed Agent may (but shall not be required
to) appoint a successor Agent and transfer to such successor Agent all rights
and obligations of the retiring Agent. Such successor Agent shall be a Lender if
any Lender shall at the time be willing to become the successor Agent, and if no
Lender is so willing, then the successor Agent shall be a financial institution.
Upon the acceptance of any appointment as Agent hereunder by a successor Agent, 

                                      -80-


<PAGE>
such successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring or removed Agent. Upon the
effective date of resignation or removal, the retiring or removed Agent shall be
discharged from duties and obligations as Agent thereafter arising hereunder and
under any related document, but the provisions of this Agreement and the other
Operative Documents shall inure to its benefit as to any actions taken or
omitted by it while it was Agent under this Agreement and the other Operative
Documents. If the Required Participants or the retiring Agent does not appoint a
successor in accordance with the foregoing provisions of this Section 8.7, any
Participant shall be entitled to apply to a court of competent jurisdiction for
such appointment, and such court may thereupon appoint a successor to act until
such time, if any, as a successor shall have been appointed as above provided.

         SECTION 8.8. Separate Agent. Agent may, for the purpose of meeting any
legal requirements of any jurisdiction in which any Site or Collateral may be
located, appoint one or more individuals or corporations either to act as
co-agent jointly with Agent or to act as separate agent of all or any part of
the Collateral, and vest in such individuals or corporations, in such capacity,
such title to such Collateral or any part thereof, and such rights or duties as
Agent may consider necessary or desirable. Agent shall not be required to
qualify to do business in any jurisdiction where it is not now so qualified.
Agent shall execute, acknowledge and deliver all such instruments as may be
required by any such co-agent or separate agent more fully confirming such
title, rights or duties to such co-agent or separate agent. Upon the acceptance
in writing of such appointment by any such co-agent or separate agent, it, she
or he shall be vested with such interest in the Collateral or any part thereof,
and with such rights and duties, not inconsistent with the provisions of the
Operative Documents, as shall be specified in the instrument of appointment,
jointly with Agent (except insofar as local law makes it necessary for any such
co-agent or separate agent to act alone), subject to all terms of the Operative
Documents. Any co-agent or separate agent, to the fullest extent permitted by
legal requirements of the relevant jurisdiction, at any time, by an instrument
in writing, shall constitute Agent its attorney-in-fact and agent, with full
power and authority to do all acts and things and to exercise all discretion on
its behalf and in its name. If any co-agent or separate agent shall die, become
incapable of acting, resign or be removed, the interest in the Collateral or
Sites and all rights and duties of such co-agent or separate agent shall, so far
as permitted by law, vest in and be exercised by Agent, without the appointment
of a successor to such co-agent or separate agent.

                                      -81-


<PAGE>
         SECTION 8.9. Termination of Agency. The agency created hereby shall
terminate upon the final disposition by Lessor of all Sites and the final
distribution by Agent of all monies or other property or proceeds received
pursuant to the Lease and Loan Agreement in accordance with their respective
terms, provided that at such time Lessee shall have complied fully with all the
terms hereof.

         SECTION 8.10. Compensation of Agency. Lessee shall pay Agent (i) the
Structuring/Underwriting Fee pursuant to Section 2.6 hereof and (ii) Agent's
reasonable fees, costs and expenses for the performance of Agent's obligations
hereunder.

         SECTION 8.11. Limitations. It is expressly understood and agreed by and
among the parties hereto that, except as otherwise provided herein or in the
other Operative Documents: (a) this Participation Agreement and the other
Operative Documents to which Agent is a party are executed by Agent, not in its
individual capacity (except with respect to the representations and covenants of
Agent in Section 4.4), but solely as Agent under the Operative Documents in the
exercise of the power and authority conferred and vested in it as such Agent;
(b) each and all of the undertakings and agreements herein made on the part of
Agent are each and every one of them made and intended not as personal
undertakings and agreements by Agent, or for the purpose or with the intention
of binding Agent personally, but are made and intended for the purpose of
binding only the interests of Lessor and the Lenders in the Sites and Collateral
unless expressly provided otherwise; (c) actions to be taken by Agent pursuant
to its obligations under the Operative Documents may, in certain circumstances,
be taken by Agent only upon specific authority of the Participants or Required
Participants; (d) nothing contained in the Operative Documents shall be
construed as creating any liability on Agent, individually or personally, or any
incorporator or any past, present or future subscriber to the capital stock of,
or stockholder, officer or director, employee or agent of, Agent to perform any
covenants either express or implied contained herein, all such liability, if
any, being expressly waived by the other parties hereto and by any Person
claiming by, through or under them; and (e) so far as Agent, individually or
personally, is concerned, the other parties hereto and any Person claiming by,
through or under them shall look solely to the Collateral and Lessee for the
performance of any obligation under any of the instruments referred to herein;
provided, however, that nothing in this Section 8.11 shall be construed to limit
in scope or substance the general corporate liability of Agent in respect of its
gross negligence or willful misconduct or those representations, warranties and
covenants of Agent in its individual capacity set forth herein or in any of the

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<PAGE>

other agreements contemplated hereby.

         SECTION 8.12. Agent May Be a Participant. Lessee and each Participant
(a) acknowledge and agree that Agent may be a Participant and Agent, (as well as
an agent and a Lender under the Credit Agreement and the Collateral Agent under
the Collateral Agency Agreement), and in such other capacities, shall have no
obligation to Lessee or the other Participants greater than it would have were
Agent solely a Participant and not Agent hereunder, or not the agent or a Lender
under the Credit Agreement or Collateral Agent under the Collateral Agency
Agreement and (b) waive any conflict or potential conflict by virtue of Agent
also being a Participant from time to time.

                                   ARTICLE IX

                                  MISCELLANEOUS

         SECTION 9.1. Survival of Agreements. The representations, warranties,
covenants, indemnities and agreements of the parties provided for in the
Operative Documents, and the parties' obligations under any and all thereof,
shall survive the execution and delivery and the termination or expiration of
this Agreement and any of the Operative Documents, including the termination of
the Lease with respect to any Site, the transfer of the interest in the Sites to
or by Lessor as provided herein or in any other Operative Documents (and shall
not be merged into the Deeds or any other conveyance or transfer document), any
disposition of any interest of Lessor in the Sites, the purchase and sale of the
Notes, payment therefor and any disposition thereof and shall be and continue in
effect notwithstanding any investigation made by any party hereto or to any of
the other Operative Documents and the fact that any such party may waive
compliance with any of the other terms, provisions or conditions of any of the
Operative Documents.

         SECTION 9.2. No Broker, etc. Except for Agent (the fees and expenses of
which shall be payable by Lessee in accordance with the provisions of this
Participation Agreement), each of the parties hereto represents to the others
that it has not retained or employed any broker, finder or financial advisor to
act on its behalf in connection with this Agreement, nor has it authorized any
broker, finder or financial adviser retained or employed by any other Person so
to act, nor has it incurred any fees or commissions to which Lessor or any other
Participant might be subjected by virtue of its entering into the transactions
contemplated by this Agreement. Any party who is in breach of this
representation shall indemnify and hold the other parties harmless from and

                                      -83-


<PAGE>

against any liability arising out of such breach of this representation.

         SECTION 9.3. Notices. Unless otherwise specified herein, all notices,
requests, demands or other communications to or upon the respective parties
hereto shall be made in writing and shall be deemed to have been given (i) in
the case of notice by letter, the earlier of when delivered to the addressee by
hand or courier if delivered on a Business Day and, if not delivered on a
Business Day, the first Business Day thereafter or on the third Business Day
after depositing the same in the mails, registered or certified mail, postage
prepaid, return receipt requested, addressed as provided on Schedule II hereto,
and (ii) in the case of notice by facsimile or bank wire, when receipt is
confirmed if delivered on a Business Day and, if not delivered on a Business
Day, the first Business Day thereafter, addressed as provided on Schedule II
hereto, or to such other address as any of the parties hereto may designate by
written notice. Copies of all notices given by facsimile or bank wire shall be
contemporaneously sent by overnight courier.

         SECTION 9.4. Counterparts. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same agreement.

         SECTION 9.5. Amendments. Except as otherwise specifically provided in
any Operative Document, neither this Agreement nor any of the other Operative
Documents nor any of the terms hereof or thereof may be terminated, amended,
supplemented, waived or modified orally, but only by an instrument in writing
signed by the party against which the enforcement of the termination, amendment,
supplement, waiver or modification shall be sought; and no such termination,
amendment, supplement, waiver or modification shall be effective unless a signed
copy thereof shall have been delivered to Lessor, Lessee and Agent. Lessor,
Agent and Lessee may amend, supplement, waive or modify this Agreement or any
other Operative Document (i) to correct any mistake without the consent of the
Required Participants, or (ii) for any other purpose with the written consent of
the Required Participants; provided, that without the prior written consent of
each Lender, Agent and Lessor shall not:

                  (a) modify any of the provisions of this Section 9.5, change
the definition of "Required Participants" or "Required Lenders" or modify or
waive any provision of any Operative Document requiring action by any of the
foregoing, or release any collateral (except as otherwise specifically provided
in any Operative Document);
                                      -84-


<PAGE>
                  (b) modify, amend, waive or supplement any of the provisions
of Articles XI, XIII, XVI and XVII of the Lease;

                  (c) reduce, modify, amend or waive any indemnities in favor of
any Lender;

                  (d) reduce the amount or change the time of payment of Rent or
the Lease Balance;

                  (e) consent to any assignment of the Lease releasing Lessee
from its obligations to pay Rent or the Lease Balance or changing the absolute
and unconditional character of such obligations; or

                  (f) permit the creation of any Lien on the Sites or any part
thereof except as contemplated by the Operative Documents, or deprive any Lender
of the benefit of the security interest and lien secured by the Sites.

         SECTION 9.6. Headings, etc. The Table of Contents and headings of the
various Articles and Sections of this Agreement are for convenience of reference
only and shall not modify, define, expand or limit any of the terms or
provisions hereof.

         SECTION 9.7. Parties in Interest. Except as expressly provided herein,
none of the provisions of this Agreement is intended for the benefit of any
Person except the parties hereto, their successors and permitted assigns.

         SECTION 9.8. GOVERNING LAW. THIS AGREEMENT HAS BEEN DELIVERED IN, AND
SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE COMMONWEALTH OF PENNSYLVANIA, WITHOUT REGARD TO THE CONFLICTS OF LAWS
PRINCIPLES OF SUCH STATE.

         SECTION 9.9.  Payment of Transaction Costs and Other Costs.

                  (a) Transaction Costs. If the transactions contemplated by
this Agreement are consummated, as and when any portion of Transaction Costs
becomes due and payable, Lessor, upon Lessee's request, shall promptly (and in
any event, prior to the next Advance Date) make payment of such portion of the
Transaction Costs to the Person or Persons entitled to payment upon presentation
to Lessor of bills or invoices for such payment; provided, however, that Lessor

                                      -85-


<PAGE>
shall not be required to pay any Transaction Costs in excess of $2,000,000.00 in
the aggregate. Lessee shall elect which Transaction Costs Lessor shall so pay,
provided that such election must include the Structuring/Underwriting Fee and
Agent's attorneys fees, and Lessor shall obtain the funds necessary for such
payment in accordance with Section 2.5. Any additional Transaction Costs shall
be paid by Lessee. If such transactions are not consummated, Lessee shall pay
all of the Transaction Costs.

                  (b) Continuing Expenses. The continuing expenses and
disbursements (including reasonable counsel fees and expenses) of Lessor and
Agent shall be paid by Lessee as Supplemental Rent; and provided, further that
if Lessor shall not have paid $2,000,000 of Transaction Costs in the aggregate,
Lessor shall continue to pay Transaction Costs (the specific Transaction Costs
being so paid by Lessor being in Lessor's discretion) in accordance with Section
2.5 until it shall have paid $2,000,000 of Transaction Costs in the aggregate.

                  (c) Amendments, Supplements and Appraisal. Without limitation
of the foregoing, Lessee agrees to pay to the Lessor, Agent and the Lenders all
reasonable costs and expenses (including reasonable legal fees and expenses)
incurred by any of them in connection with: (i) the considering, evaluating,
investigating, negotiating and entering into or giving or withholding of any
amendments or supplements or waivers or consents with respect to any Operative
Document; (ii) any Event of Loss or termination of the Lease or any other
Operative Document; (iii) the negotiation and documentation of any restructuring
or "workout," whether or not consummated, of any Operative Document; (iv) the
enforcement of the rights or remedies under the Operative Documents; (v) any
transfer by Agent or a Lender of any interest in the Operative Documents during
the continuance of a Lease Event of Default; (vi) any Advance Date or (vii) any
Site Acquisition Date; provided, however, that in the case of clauses (i), (ii),
(vi), and (vii) Lessee shall not be responsible for any legal fees and expenses
of more than two special counsel for all of Agent and the Lenders (including,
without limitation, special Credit Agreement counsel) and any special local
counsel required by Agent.

         SECTION 9.10. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

                                      -86-


<PAGE>

         SECTION 9.11. Limited Liability of Lessor. The parties hereto agree
that Lessor shall have no personal liability whatsoever to Lessee, the Lenders,
Agent or any of their respective successors and assigns for any Claim based on
or in respect of this Agreement or any of the other Operative Documents or
arising in any way from the transactions contemplated hereby or thereby;
provided, however, that Lessor shall be personally liable: (a) for its own
willful misconduct or gross negligence, (b) for liabilities that may result from
the incorrectness of any representation or warranty expressly made by it in
Section 4.3 or from the failure of Lessor to perform the covenants and
agreements set forth in Section 6.2(a) hereof, or (c) for any Tax based on or
measured by any fees, commission or compensation received by it for actions
contemplated by the Operative Documents. It is understood and agreed that,
except as provided in the preceding proviso: (i) Lessor shall have no personal
liability under any of the Operative Documents as a result of acting pursuant to
and consistent with any of the Operative Documents; (ii) all obligations of
Lessor to Lessee, the Lenders, Agent or any of their respective successors and
assigns are solely nonrecourse obligations (with liability payable solely out of
the Sites and the other Collateral) except to the extent that it has received
payment from others; (iii) all such personal liability of Lessor is expressly
waived and released as a condition of, and as consideration for, the execution
and delivery of the Operative Documents by Lessor; and (iv) this Participation
Agreement (except as provided in Section 4.3) is executed and delivered by
Lessor solely in the exercise of the powers expressly conferred upon it as
Lessor under the Operative Documents.

         SECTION 9.12. Liabilities of the Lenders. No Lender shall have any
obligation to any other Lender or to Lessee, Lessor or Agent with respect to the
transactions contemplated by the Operative Documents except those obligations of
such Lender expressly set forth in the Operative Documents or except as set
forth in the instruments delivered in connection therewith, and no Lender shall
be liable for performance by any other party hereto of such other party's
obligations under the Operative Documents except as otherwise so set forth.

         SECTION 9.13. Liabilities of Agent. Agent shall have no duty, liability
or obligation to any party to this Agreement with respect to the transactions
contemplated hereby except those duties, liabilities, or obligations expressly
set forth in this Agreement or the Loan Agreement, and any such duty, liability
or obligation of Agent shall be as expressly limited by this Agreement or the
Loan Agreement, as the case may be.

                                      -87-


<PAGE>
         SECTION 9.14. Reproduction of Documents. This Agreement, all documents
constituting Schedules or Exhibits hereto, and all documents relating hereto
received by a party hereto, including, without limitation: (a) consents, waivers
and modifications that may hereafter be executed; (b) documents received by the
Lenders, Agent or Lessor in connection with the receipt and/or acquisition of
the Sites; and (c) financial statements, certificates, and other information
previously or hereafter furnished to Agent, Lessor or any Lender may be
reproduced by the party receiving the same by any photographic, photostatic,
microfilm, micro-card, miniature photographic or other similar process. Each of
the parties hereto agrees and stipulates that, to the extent permitted by law,
any such reproduction shall be admissible in evidence as the original itself in
any judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made by such party in the
regular course of business) and that, to the extent permitted by law, any
enlargement, facsimile, or further reproduction of such reproduction shall
likewise be admissible in evidence.

         SECTION 9.15. Consideration for Consents to Waivers and Amendments.
Lessee hereby agrees that it will not, and that it will not permit any of its
Affiliates to, offer or give any consideration or benefit of any kind whatsoever
to any Lender in connection with, in exchange for, or as an inducement to, such
Lender's consent to any waiver in respect of, any modification or amendment of,
any supplement to, or any other consent or approval under, any Operative
Document unless such consideration or benefit is offered ratably to all Lenders.

         SECTION 9.16. Payment Directions. It is understood and agreed that
during the Lease Term, for administrative convenience and notwithstanding the
terms and provisions of the Lease or any Loan Document, Lessee will pay all
amounts due Lessor under the Lease and this Agreement, on behalf of Lessor, to
or at the direction of Agent (which direction may change from time to time, so
long as such direction does not require Lessee to make any payment due on any
date to more than one Person) for application in accordance with the terms of
Article III of the Loan Agreement.

         SECTION 9.17. Action of and Notices to Lessor under Loan Agreement.
Notwithstanding anything to the contrary in the Loan Agreement, the Lenders,
Lessor and Lessee hereby agree that any notice or demand to be delivered to
Lessor pursuant to the Loan Agreement and any action to be taken by Lessor

                                      -88-


<PAGE>
under the Loan Agreement shall, so long as no Lease Event of Default is
continuing, be delivered directly to or taken by Lessee, with a copy to or
notice to Lessor.

         SECTION 9.18. Submission to Jurisdiction; Waivers. EACH PARTY HERETO
IRREVOCABLY AND UNCONDITIONALLY: (a) AGREES THAT ANY ACTION, SUIT OR PROCEEDING
BY ANY PERSON ARISING FROM OR RELATING TO THIS AGREEMENT OR ANY OTHER OPERATIVE
DOCUMENT OR ANY STATEMENT, COURSE OF CONDUCT, ACT OR OMISSION, OR EVENT
OCCURRING IN CONNECTION HEREWITH OR THEREWITH (COLLECTIVELY, "RELATED
LITIGATION") MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION SITTING IN ALLEGHENY COUNTY OR PHILADELPHIA COUNTY, PENNSYLVANIA,
SUBMITS TO THE JURISDICTION OF SUCH COURTS, AND TO THE FULLEST EXTENT PERMITTED
BY LAW AGREES THAT, TO THE EXTENT THAT ANY SUCH COURT HAS OR IS ABLE TO OBTAIN
PERSONAL JURISDICTION OVER THE PARTY AGAINST WHICH SUCH PARTY IS SEEKING TO
BRING RELATED LITIGATION, IT WILL NOT BRING ANY RELATED LITIGATION IN ANY OTHER
FORUM (BUT NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY LENDER TO BRING ANY
ACTION, SUIT OR PROCEEDING IN ANY OTHER FORUM);

                  (b) WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE
LAYING OF VENUE OF ANY RELATED LITIGATION BROUGHT IN ANY SUCH COURT, WAIVES ANY
CLAIM THAT ANY SUCH RELATED LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM, AND WAIVES ANY RIGHT TO OBJECT, WITH RESPECT TO ANY RELATED LITIGATION
BROUGHT IN ANY SUCH COURT, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH
PARTY;

                  (c) CONSENTS AND AGREES TO SERVICE OF ANY SUMMONS, COMPLAINT
OR OTHER LEGAL PROCESS IN ANY RELATED LITIGATION BY REGISTERED OR CERTIFIED U.S.
MAIL, POSTAGE PREPAID, TO SUCH PARTY'S ADDRESS FOR NOTICES DESCRIBED IN SCHEDULE
II HEREOF, AND CONSENTS AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE IN EVERY
RESPECT VALID AND EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT THE
VALIDITY OR EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY
LAW); AND

                  (d)  WAIVES THE RIGHT TO TRIAL BY JURY IN ANY RELATED
LITIGATION.

         SECTION 9.19. Final Agreement. THIS AGREEMENT, TOGETHER WITH THE LEASE,
LOAN DOCUMENTS, THE OTHER OPERATIVE DOCUMENTS AND OTHER DOCUMENTS EXECUTED IN
CONNECTION HEREWITH OR THEREWITH REPRESENT THE ENTIRE FINAL AGREEMENT BETWEEN
THE PARTIES HERETO WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREIN AND
CANNOT BE MODIFIED, SUPPLEMENTED, AMENDED, RESCINDED OR CONTRADICTED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETO.

                                      -89-


<PAGE>


                            [SIGNATURE PAGES FOLLOW]

                                      -90-


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

                                             GENESIS ELDERCARE PROPERTIES, INC.,
                                             as Lessee

                                             By:________________________________
                                             Name Printed: George V. Hager, Jr.
                                             Title:  Senior Vice President

                                             MELLON FINANCIAL SERVICES
                                             CORPORATION #4, as Lessor

                                             By:________________________________
                                             Name Printed:  Robert C. Carpenter
                                             Title:  Assistant Vice President

                                             MELLON BANK, N.A., not in its
                                             individual capacity except as
                                             expressly stated herein, but solely
                                             as Agent

                                             By:________________________________
                                             Name Printed:  Carol Paige
                                             Title:  Vice President

                                             MELLON BANK, N.A., as Lender

                                             By:________________________________
                                             Name Printed:  Carol Paige
                                             Title:  Vice President

                                             CITIBANK, N.A., as Lender

                                             By:________________________________
                                             Name Printed:______________________
                                             Title:_____________________________

<PAGE>
                                             FIRST UNION NATIONAL BANK OF NORTH
                                             CAROLINA, as Lender

                                             By:________________________________
                                             Name Printed:______________________
                                             Title:_____________________________

                                             NATIONSBANK, N.A., as Lender

                                             By:________________________________
                                             Name Printed:______________________
                                             Title:_____________________________

                                             FLEET NATIONAL BANK, as Lender

                                             By:________________________________
                                             Name Printed:______________________
                                             Title:_____________________________

                                             CORESTATES BANK, N.A., as Lender

                                             By:________________________________
                                             Name Printed:______________________
                                             Title:_____________________________

                                             PNC BANK, NATIONAL ASSOCIATION, as
                                             Lender

                                             By:________________________________
                                             Name Printed:______________________
                                             Title:_____________________________

<PAGE>


                                             BANK OF AMERICA NATIONAL TRUST AND
                                             SAVINGS ASSOCIATION, as Lender

                                             By:________________________________
                                             Name Printed:______________________
                                             Title:_____________________________

                                             CREDIT LYONNAIS NEW YORK BRANCH, as
                                             Lender

                                             By:________________________________
                                             Name Printed:______________________
                                             Title:_____________________________


                                             Participation Agreement
                                             
                                             CREDIT SUISSE, as Lender

                                             By:________________________________
                                             Name Printed:______________________
                                             Title:_____________________________

                                             By:________________________________
                                             Name Printed:______________________
                                             Title:_____________________________


                                             AMSOUTH BANK OF ALABAMA, as Lender

                                             By:________________________________
                                             Name Printed:______________________
                                             Title:_____________________________


                                             BANQUE PARIBAS, as Lender

                                             By:________________________________
                                             Name Printed:______________________
                                             Title:_____________________________

                                             By:________________________________
                                             Name Printed:______________________
                                             Title:_____________________________

<PAGE>
                                             CREDITANSTALT CORPORATE FINANCE,
                                             INC., as Lender

                                             By:________________________________
                                             Name Printed:______________________
                                             Title:_____________________________

                                             By:________________________________
                                             Name Printed:______________________
                                             Title:_____________________________


                                             SIGNET BANK, as Lender

                                             By:________________________________
                                             Name Printed:______________________
                                             Title:_____________________________


                                             Participation Agreement

                                             THE SUMITOMO BANK, LIMITED, as
                                             Lender

                                             By:________________________________
                                             Name Printed:______________________
                                             Title:_____________________________

                                             By:________________________________
                                             Name Printed:______________________
                                             Title:_____________________________


                                             Participation Agreement

                                             THE FIRST NATIONAL BANK OF
                                             MARYLAND, as Lender

                                             By:________________________________
                                             Name Printed:______________________
                                             Title:_____________________________

<PAGE>
                                   SCHEDULE I

                          Lessor and Lender Commitments

================================================================================
                            Acquisition and    Transaction
                             Construction         Costs            Total
     Participant              Commitment       Commitment       Commitment
--------------------------------------------------------------------------------
Lessor
--------------------------------------------------------------------------------
Mellon Financial           $ 4,440,000.00     $ 60,000.00    $ 4,500,000.00
--------------------------------------------------------------------------------
Lessor Subtotal            $ 4,440,000.00     $ 60,000.00    $ 4,500,000.00
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Lenders
--------------------------------------------------------------------------------
Mellon Bank, N.A.          $12,809,225.61     $173,097.64    $12,982,323.25
--------------------------------------------------------------------------------
Citibank, N.A.             $12,809,225.60     $173,097.64    $12,982,323.24
--------------------------------------------------------------------------------
First Union National Bank  $10,634,074.08     $143,703.70    $10,777,777.78
of North Carolina
--------------------------------------------------------------------------------
NationsBank, N.A.          $10,634,074.08     $143,703.70    $10,777,777.78
--------------------------------------------------------------------------------
Fleet National Bank        $ 9,345,095.40     $126,285.07    $ 9,471,380.47
--------------------------------------------------------------------------------
Bank of America National   $ 9,345,095.40     $126,285.07    $ 9,471,380.47
Trust and Savings
Association
--------------------------------------------------------------------------------
CoreStates Bank, N.A.      $ 9,345,095.40     $126,285.07    $ 9,471,380.47


                                       I-1
<PAGE>
--------------------------------------------------------------------------------
Credit Lyonnais New York   $ 9,345,095.40     $  126,285.07    $ 9,471,380.47
Branch
--------------------------------------------------------------------------------
PNC Bank, National         $  9,345,095.40    $  126,285.07    $ 9,471,380.47
Association
--------------------------------------------------------------------------------
AmSouth Bank of Alabama    $  8,056,116.72    $  108,866.44    $ 8,164,983.16
--------------------------------------------------------------------------------
Banque Paribas             $  8,056,116.72    $  108,866.44    $ 8,164,983.16
--------------------------------------------------------------------------------
Credit Suisse              $  8,056,116.72    $  108,866.44    $ 8,164,983.16
--------------------------------------------------------------------------------
The First National Bank of $  6,444,893.37    $   87,093.16    $ 6,531,986.53
Maryland
--------------------------------------------------------------------------------
Creditanstalt Corporate    $  6,444,893.37    $   87,093.16    $ 6,531,986.53
Finance, Inc.
--------------------------------------------------------------------------------
Signet Bank                $  6,444,893.37    $   87,093.16    $ 6,531,986.53
--------------------------------------------------------------------------------
The Sumitomo Bank, Limited $  6,444,893.37    $   87,093.16    $ 6,531,986.53
--------------------------------------------------------------------------------
Lenders' Subtotal          $143,560,000.00    $1,940,000.00   $145,500,000.00
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Total                      $148,000,000.00    $2,000,000.00   $150,000,000.00
--------------------------------------------------------------------------------

================================================================================


                                       I-2

<PAGE>
                                                    SCHEDULE I

                                           Lessor and Lender Commitments

Bank                                               Initial Commitment Percentage

Mellon Bank, N.A.                                            8.9226%

Citibank, N.A.                                               8.9226%

First Union National Bank
 of North Carolina                                           7.4074%

Nationsbank, N.A.                                            7.4074%

Fleet National Bank                                          6.5095%

Bank of America National
 Trust and Savings Association                               6.5095%

CoreStates Bank, N.A.                                        6.5095%

Credit Lyonnais New York
 Branch                                                      6.5095%

PNC Bank, National Association                               6.5095%

Amsouth Bank of Alabama                                      5.6117%

Banque Paribas                                               5.6117%

Credit Suisse                                                5.6117%

The First National Bank
 of Maryland                                                 4.4893%

Creditanstalt Corporate
 Finance, Inc.                                               4.4893%

Signet Bank                                                  4.4893%

The Sumitomo Bank, Limited                                   4.4893%

                                       I-3
<PAGE>
                                   SCHEDULE II

                     Notice Information and Funding Offices

Lessee:                                Genesis Eldercare Properties, Inc.
                                       148 West State Street
                                       Kennett Square, PA 19348
                                       Attention:           George V. Hager, Jr.
                                       Telephone:           (610) 444-6350
                                       Facsimile:           (610) 444-7483

Lessor:                                Mellon Financial Services
                                       Corporation #4
                                       One Mellon Bank Center
                                       Rm 151-4444
                                       Pittsburgh, PA 15258-0001
                                       Attention:           Leasing Group
                                       Telephone:           (412) 234-2110
                                       Facsimile:           (412) 234-3948

Lender and Agent:                      Mellon Bank, N.A.
(address for notices)                  Plymouth Meeting Executive Campus
                                       610 West Germantown Pike
                                       Suite 200
                                       Plymouth Meeting, PA 19462
                                       Attention:  Carol Paige
                                       Telephone:  (610) 941-8409
                                       Facsimile:  (610) 941-4136

Lender and Agent:                      Mellon Bank, N.A.
(funding office)                       Loan Administration
                                       701 Market Street
                                       Room 199-5220
                                       Philadelphia, PA 19106
                                       Attention:  Sally Gaymon
                                       Telephone:  (215) 553-2450
                                       Facsimile:  (215) 553-1016

Other Lenders                          See attachment hereto
(address for notices
and funding office)

                                      II-1


<PAGE>
                            ATTACHMENT TO SCHEDULE II

                Notice Information and Funding Offices of Lenders

                               Fleet National Bank

Lender's address for notices:

                                  Fleet National Bank
                                  75 State Street
                                  Mail Stop:  MA BO F04A
                                  Boston, Massachusetts 02109-1810
                                  Attention: Ginger C. Stolzenthaler
                                             Vice President, Healthcare
                                             and Institutions Group
                                  Telephone: 617-346-1647
                                  Facsimile: 617-346-1634

Lender's funding office:

                                  Fleet National Bank
                                  75 State Street
                                  Mail Stop:  MA BO F04A
                                  Boston, Massachusetts 02109-1810
                                  Attention: Ginger C. Stolzenthaler
                                             Vice President, Healthcare
                                             and Institutions Group
                                  Telephone: 617-346-1647
                                  Facsimile: 617-346-1634

                                      II-2


<PAGE>
                            ATTACHMENT TO SCHEDULE II

                Notice Information and Funding Offices of Lenders

                           The Sumitomo Bank, Limited

Lender's address for notices:

                                  The Sumitomo Bank, Limited
                                  One Liberty Place
                                  1650 Market Street, Suite 2860
                                  Philadelphia, Pennsylvania  19103
                                  Attention: J. Wade Bell
                                             Vice President
                                  Telephone: 215-636-4440
                                  Facsimile: 215-636-4446

Lender's funding office:

                                  The Sumitomo Bank, Limited
                                  One Liberty Place
                                  1650 Market Street, Suite 2860
                                  Philadelphia, Pennsylvania  19103
                                  Attention: J. Wade Bell
                                             Vice President
                                  Telephone: 215-636-4440
                                  Facsimile: 215-636-4446


                                      II-3


<PAGE>
                            ATTACHMENT TO SCHEDULE II

                Notice Information and Funding Offices of Lenders

                                  Credit Suisse

Lender's address for notices:
                                  Credit Suisse
                                  12 East 49th Street
                                  New York, New York 10017
                                  Attention: Katy Lee
                                  Telephone: 212-238-5427
                                  Facsimile: 212-238-5441

Lender's funding office:

                                  Credit Suisse
                                  12 East 49th Street
                                  New York, New York 10017
                                  Attention: Katy Lee
                                  Telephone: 212-238-5427
                                  Facsimile: 212-238-5441

                                      II-4


<PAGE>
                            ATTACHMENT TO SCHEDULE II

                Notice Information and Funding Offices of Lenders

                         Credit Lyonnais New York Branch

Lender's address for notices:

                                  Credit Lyonnais New York Branch
                                  1301 Avenue of the Americas
                                  New York, New York 10019
                                  Attention: Evan Wasser, Vice President
                                  Telephone: 212-261-7680
                                  Facsimile: 212-261-3440

Lender's funding office:

                                  Credit Lyonnais New York Branch
                                  1301 Avenue of the Americas
                                  New York, New York 10019
                                  Attention: Kenia Perez
                                  Telephone: 212-261-7313
                                  Facsimile: 212-261-3440

                                      II-5


<PAGE>
                            ATTACHMENT TO SCHEDULE II

                Notice Information and Funding Offices of Lenders

             Bank of America National Trust and Savings Association

Lender's address for notices:

                                  Bank of America National Trust
                                     and Savings Association
                                  555 South Flower Street
                                  11th Floor, Department 5618
                                  Los Angeles, California  90071
                                  Attention: Wyatt Ritchie
                                  Telephone: 213-228-9734
                                  Facsimile: 213-228-2756

Lender's funding office:

                                  Bank of America National Trust
                                     and Savings Association
                                  333 South Beaudry Avenue
                                  Los Angeles, California  90017
                                  Attention: Janice Ozaki
                                  Telephone: 213-345-6532
                                  Facsimile: 213-345-6550

                                      II-6


<PAGE>
                            ATTACHMENT TO SCHEDULE II

                Notice Information and Funding Offices of Lenders

                                 Citibank, N.A.

Lender's address for notices:

                                  Citibank, N.A.
                                  399 Park Avenue
                                  8th Floor
                                  New York, New York  10043
                                  Attention: Margaret Brown
                                  Telephone: 212-559-0501
                                  Facsimile: 212-793-3053

Lender's funding office:

                                  Citibank, N.A.
                                  One Court Square
                                  7th Floor
                                  Long Island City, New York  11120
                                  Attention: Tom Lynch
                                  Telephone: 718-248-9972
                                  Facsimile: 718-248-4844

                                      II-7


<PAGE>
                            ATTACHMENT TO SCHEDULE II

                Notice Information and Funding Offices of Lenders

                      Creditanstalt Corporate Finance, Inc.

Lender's address for notices:

                                  Creditanstalt Corporate Finance, Inc.
                                  2 Greenwich Plaza
                                  Greenwich, Connecticut  06830
                                  Attention  Stacy Harmon
                                             Gregory F. Mathis
                                  Telephone: 203-861-6581
                                  Facsimile: 203-861-6594

Lender's funding office:

                                  Creditanstalt Corporate Finance, Inc.
                                  2 Greenwich Plaza
                                  Greenwich, Connecticut  06830
                                  Attention: Corporate Finance
                                  Telephone: 203-861-6421
                                  Facsimile: 203-861-6594

                                      II-8


<PAGE>
                            ATTACHMENT TO SCHEDULE II

                Notice Information and Funding Offices of Lenders

                         PNC Bank, National Association

Lender's address for notices:

                                  PNC Bank, National Association
                                  1600 Market Square
                                  22nd Floor
                                  Philadelphia, Pennsylvania  19103
                                  Attention: Mark K. Lavelle
                                             Vice President
                                  Telephone: 215-585-6506
                                  Facsimile: 215-585-6987

Lender's funding office:

                                  PNC Bank, National Association
                                  1600 Market Street
                                  22nd Floor
                                  Philadelphia, Pennsylvania  19103
                                  Attention: Lottie Kirkland
                                  Telephone:  215-585-5101
                                  Facsimile:  215-585-6987

                                      II-9


<PAGE>

                            ATTACHMENT TO SCHEDULE II

                Notice Information and Funding Offices of Lenders

                   First Union National Bank of North Carolina

Lender's address for notices:

                                  First Union National Bank
                                    of North Carolina
                                  One First Union Center, TW5
                                  Charlotte, North Carolina  28288-0735
                                  Attention: Sue Patterson
                                  Telephone: 704-374-7121
                                  Facsimile: 704-383-9144

Lender's funding office:

                                  First Union National Bank
                                    of North Carolina
                                  One First Union Center, TW5
                                  Charlotte, North Carolina  28288-0735
                                  Attention: Sue Patterson
                                  Telephone: 704-374-7121
                                  Facsimile: 704-383-9144

                                      II-10


<PAGE>
                            ATTACHMENT TO SCHEDULE II

                Notice Information and Funding Offices of Lenders

                                NationsBank, N.A.

Lender's address for notices:

                                  NationsBank, N.A.
                                  101 North Tryon
                                  Charlotte, North Carolina  28255
                                  Attention: Jacquetta Banks
                                  Telephone: 704-388-1111
                                  Facsimile: 704-386-8694

Lender's funding office:

                                  NationsBank, N.A.
                                  101 North Tryon
                                  Charlotte, North Carolina  28255
                                  Attention: Jacquette Banks
                                  Telephone: 704-388-1111
                                  Facsimile: 704-386-8694

                                      II-11


<PAGE>
                            ATTACHMENT TO SCHEDULE II

                Notice Information and Funding Offices of Lenders

                                 Banque Paribas

Lender's address for notices:

                                  Banque Paribas
                                  787 Seventh Avenue
                                  New York, New York  10019
                                  Attention  David R. Laffey
                                  Telephone: 212-841-2116
                                  Facsimile: 212-841-2292

Lender's funding office:

                                  Banque Paribas
                                  787 Seventh Avenue
                                  New York, New York  10019
                                  Attention: Robyn Gewanter
                                  Telephone: 212-841-2950
                                  Facsimile: 212-841-2217

                                      II-12


<PAGE>
                            ATTACHMENT TO SCHEDULE II

                Notice Information and Funding Offices of Lenders

                         First National Bank of Maryland

Lender's address for notices:

                                  First National Bank of Maryland
                                  25 South Charles Street
                                  18th Floor
                                  Baltimore, Maryland  21201
                                  Attention: Robert H. Hauver
                                  Telephone: 410-244-4246
                                  Facsimile: 410-244-4388

Lender's funding office:

                                  First National Bank of Maryland
                                  25 South Charles Street
                                  18th Floor
                                  Baltimore, Maryland  21201
                                  Attention: Ed Peters
                                  Telephone: 410-244-4062
                                  Facsimile: 410-244-4388

                                      II-13


<PAGE>
                            ATTACHMENT TO SCHEDULE II

                Notice Information and Funding Offices of Lenders

                             AmSouth Bank of Alabama

Lender's address for notices:

                                  AmSouth Bank of Alabama
                                  1900 5th Avenue North AST-5th Floor
                                  Birmingham, Alabama
                                  Attention: Laine Little
                                  Telephone:  205-801-0133
                                  Facsimile:  205-326-4790

Lender's funding office:

                                  AmSouth Bank of Alabama
                                  1900 5th Avenue North AST-5th Floor
                                  Birmingham, Alabama
                                  Attention: Eleanor Hart
                                  Telephone:  205-801-0135
                                  Facsimile:  205-326-5260

                                      II-14


<PAGE>
                            ATTACHMENT TO SCHEDULE II

                Notice Information and Funding Offices of Lenders

                              CoreStates Bank, N.A.

Lender's address for notices:

                                  Lawrence Dessen, Vice President
                                  CoreStates Bank NA
                                  FC 1-8-3-22
                                  P.O. Box 7618
                                  Philadelphia, Pennsylvania  19101-7618
                                  Attention: Lawrence Dessen
                                  Telephone:  (215) 786-2166
                                  Facsimile:  (215) 973-2738

Lender's funding office:

                                  Lori Badolato
                                  FC 1-3-17-70
                                  CoreStates Bank NA
                                  P.O. Box 8500 S 7605
                                  Philadelphia, Pennsylvania
                                  Attention: Lori Badolato
                                  Telephone:  (215) 786-7458
                                  Facsimile:  (215) 973-2045

                                      II-15


<PAGE>
                            ATTACHMENT TO SCHEDULE II

                Notice Information and Funding Offices of Lenders

                                   Signet Bank

Lender's address for notices:

                                  Signet Bank
                                  7799 Leesburg Pike
                                  Suite 400
                                  Falls Church, Virginia  22043
                                  Attent     Wanda Dodson
                                  Telephone:  703/714-5025
                                  Facsimile:  703/714-5060

Lender's funding office:

                                  Signet Bank
                                  7799 Leesburg Pike
                                  Suite 400
                                  Falls Church, Virginia  22043
                                  Attention: Wanda Dodson
                                  Telephone:  703/714-5025
                                  Facsimile:  703/714-5060

                                      II-16


<PAGE>
                                 SCHEDULE III-A

                                   NHCA Sites

                                                                  Quarterly
                                                  Financing       Principal
Sites                            Seller           Amount 1      Amortization

Atlantis Rehabilitation          NHCA         $  8,030428.36          $0
 and Health Care Center
Old Congress Road,
Lantana, Florida

Bowman's Health Care Center      NHCA         $ 6,486,115.21          $0
South Ridgewood
Ormand Beach, Florida

Eagle Crest Nursing Center       NHCA         $14,413,589.36          $0
Parental Home Road
Jacksonville, Florida

Oakwood Rehabilitation           NHCA         $ 7,103,840.47          $0
 and Health Care Center
South East Bay Street
Eustis, Florida

Tierra Pines Health              NHCA         $ 2,264,992.61          $0
 Care Center
--------
1  This amount includes the allocable share of the maximum Transaction Costs
   of $2,000,000 which may be funded by Lessor pursuant to Section 2.5 of the
   Participation Agreement.

                                     III-A-1


<PAGE>
Ulmerton Road
Largo, Florida

Woodlands Nursing Center         NHCA          $ 2,779,763.66         $0
North 46th Street
Tampa, Florida

Williamsburg Health Care         NHCA          $12,972,230.43         $0
 and Rehabilitation Center
Mount Vernon Avenue
Williamsburg, Virginia

Windham                          NHCA          $ 1,544,313.15         $0
Main Street, Route 240
Crozet, Virginia

Woodmont Health Care Center      NHCA          $14,104,726.75         $0
Dairy Lane
Fredricksburg, Virginia


Total                                          $69,700,000

(Sites, if any, marked with an asterisk (*) indicate that Lessor is not
acquiring fee title to the applicable Land Interest, but rather is becoming the
ground lessee thereof.)

                                     III-A-2


<PAGE>
                                 SCHEDULE III-B

                           Identified Developed Sites

                                      NONE

                                     III-B-1


                                 SCHEDULE III-C

                          Identified Undeveloped Sites

                                      NONE

                                     III-C-1


<PAGE>
                                   SCHEDULE IV

                                  Stock Sellers

Mark E. Hamister
George E. Hamister
Julia L. Hamister

The George E. Hamister Trust
The Oliver C. Hamister Trust

National Health Care Affiliates, Inc.
Oak Hill Health Care Center, Inc.
Derby Nursing Center Corporation
Delaware Avenue Partnership

EIDOS, Inc.
VersaLink, Inc.

51037850.5  122796  835C  96282934

                                      IV-1


<PAGE>
                                 SCHEDULE 3.2(v)

                       Operative Documents to be Confirmed

Mortgages (Florida and Virginia)
Assignment of Lease

<PAGE>
                                  SCHEDULE 4.1A

                               Government Actions

No Government Actions are required other than the obtaining of such licenses,
approvals, authorizations, consents, permits (including, without limitation,
environmental permits, licenses, approvals, authorizations and consents),
easements and rights-of-way, including proof and dedication required under
applicable law for the use and occupance of the Sites and for the operation
thereof.

<PAGE>
                                  SCHEDULE 4.1B

                             Filings and Recordings

Recordation of the deeds evidencing the acquisition of a particular site, and
recordation of the Lease Supplement relating to the Site with the appropriate
county office.

In addition, for each State in which a Site is located, all filings and
recordings specified in the local counsel questionnaire delivered by local
counsel for such State pursuant to Appendix 2 or Section 3.2(b) shall be deemed
included on this Schedule 4.1B.


<PAGE>
                                  SCHEDULE 4.1C
                          Computation under Section 5.9
                       of 1995 Subordinated Note Indenture
<PAGE>
                                  SCHEDULE 4.1D

                                   ERISA Plans

Meridian Healthcare, Inc. Union Retirement Savings Plan,
established December 1, 1989

Genesis Health Ventures, Inc. Retirement Plan, established January 1, 1989

Genesis Health and Welfare Plan

<PAGE>

                              Definitions Appendix

                                   APPENDIX 1
                                       to
                             Participation Agreement

         In the Participation Agreement and each other Operative Document,
unless the context otherwise requires:

         (a) any term defined below by reference to another instrument or
document shall continue to have the meaning ascribed thereto whether or not such
other instrument or document remains in effect;

         (b) words importing the singular include the plural and vice versa;

         (c) words importing a gender include any gender;

         (d) a reference to a part, clause, section, article, exhibit or
schedule is a reference to a part, clause, section and article of, and exhibit
and schedule to, such Operative Document;

         (e) a reference to any statute, regulation, proclamation, ordinance or
law includes all statutes, regulations, proclamations, ordinances or laws
amending, supplementing, supplanting, varying, consolidating or replacing them,
and a reference to a statute includes all regulations, proclamations and
ordinances issued or otherwise applicable under that statute;

         (f) a reference to a document includes any amendment or
supplement to, or replacement or novation of, that document;

         (g) a reference to a party to a document includes that
party's successors and permitted assigns; and

         (h) references to "including" means including without limiting the
generality of any description preceding such term and for purposes hereof the
rule of ejusdem generis shall not be applicable to limit a general statement
followed by or referable to an enumeration of specific matters to matters
similar to those specifically mentioned.

         Further, each of the parties to the Operative Documents and their
counsel have reviewed and revised the Operative Documents, or requested
revisions thereto, and the usual rule of construction that any ambiguities are
to be resolved against the drafting party shall be inapplicable in construing
and interpreting the Operative Documents.

                                      A1-1


<PAGE>


         "Accrued Variable Rent" means, as of any date of determination, (A)
with respect to the Lease, the sum of the aggregate amount of interest that has
accrued on the outstanding Notes to the date of determination, and (B) with
respect to any Lease Supplement, the product of the Allocated Share in respect
of such Lease Supplement multiplied by the amount determined pursuant to the
preceding clause (A).

         "Additional Costs" mean (i) the amounts payable pursuant to Sections
2.11 and 2.12 of the Loan Agreement, (ii) the amounts payable pursuant to
Section 5.16 of the Participation Agreement and (iii) the other amounts due and
payable by the Borrower under any Loan Document other than principal and
interest on the Notes.

         "Adjusted Contract Rate" has the meaning set forth in Section
2.12 of the Loan Agreement.

         "Advance" means, as the context may require, each advance of a Loan by
a Lender and each advance of a portion of the Equity Amount by Lessor to finance
the acquisition of a Site, the construction of a Facility (including any
Capitalized Yield) or the payment of Transaction Costs.

         "Advance Date(s)" means each of the actual dates, on or prior to the
date on which the Commitments shall terminate as set forth in Section 2.5 of the
Participation Agreement, on which the transactions contemplated in Article II of
the Participation Agreement are completed.

         "Advance Request" has the meaning set forth in Section 2.5 of
the Participation Agreement.

         "Affiliate" of a Person shall mean (a) any other Person which directly
or indirectly controls, is controlled by, or is under common control with, such
person, (b) any director or officer (or, in the case of a Person which is not a
corporation, any individual having analogous powers) of such person or of a
Person who is an Affiliate of such person within the meaning of the preceding
clause (a), and (c) for each individual who is an Affiliate of the such person
within the meaning of the foregoing clauses (a) or (b), any other individual
related to such Affiliate by consanguinity or adoption within the third degree.
For purposes of the preceding sentence, "control" of a Person means (a) the
possession, directly or indirectly, of the power to direct or cause the
direction of the

                                      A1-2


<PAGE>
management or policies of such Person, whether through the ownership of voting
securities, by contract or otherwise and (b) in any case shall include direct or
indirect ownership (beneficially or of record) of, or direct or indirect power
to vote, 5% or more of the outstanding shares of any class of capital stock of
such Person (or in the case of a Person that is not a corporation, 5% or more of
any class of equity interest).

         "Agent" means Mellon Bank, N.A., a national banking association, in its
capacity as administrative agent for the Participants under the Loan Agreement
and the Participation Agreement.

         "Allocated Amount" means, with respect to a Site, the product of (a)
the Lease Balance multiplied by (b) a fraction, the numerator of which is
Lessor's Cost of such Site and the denominator of which is the aggregate
Lessor's Cost of all Sites.

         "Allocated Share", with respect to any Lease Supplement, means a
fraction (expressed as a percentage) the numerator of which is Lessor's Cost of
a Site or Group subject to the Lease Supplement in question and the denominator
of which is the Lease Balance.

         "Alterations" has the meaning set forth in Section 9.2(a) of the Lease.

         "Applicable Laws and Regulations" mean all existing and future
applicable laws, rules, regulations (including Environmental Laws), statutes,
treaties, codes, ordinances, permits, certificates, orders and licenses of and
interpretations by, any Authority, Insurance Requirements and applicable
judgments, decrees, injunctions, writs, orders or like action of any court,
arbitrator or other administrative, judicial or quasi-judicial tribunal or
agency of competent jurisdiction (including those pertaining to health, safety
or the environment and those pertaining to the construction use or occupancy of
any Site) and any restrictive covenant or deed restriction or easement of record
affecting a Site.

         "Applicable Margin" means:

          (a)  for any Interest Period occurring entirely prior to the earlier
               of (i) October 1, 1996 and (ii) the date that the Operative
               Documents are amended to increase the amount of the Commitments
               set forth in Schedule I to the Participation Agreement, zero
               basis points for interest determined by reference to the Prime
               Rate and 100 basis points for interest determined by reference to
               the LIBO Rate; and

                                      A1-3


<PAGE>
          (b)  for any Interest Period occurring in whole or in part after the
               earlier of the dates specified in clauses (i) and (ii) of the
               immediately preceding clause (a), the Applicable Margin set forth
               in the Credit Agreement, with (x) the Applicable Margin
               thereunder applicable to the Prime Rate Option thereunder being
               the Applicable Margin hereunder for interest determined by
               reference to the Prime Rate under the Operative Documents and (y)
               the Applicable Margin thereunder applicable to the Euro-Rate
               Option being the Applicable Margin hereunder for interest
               determined by reference to the LIBO Rate under the Operative
               Documents; provided, that the Applicable Margin for the Renewal
               Term shall be determined by the mutual agreement of Agent and
               Lessee; and provided, further, that during any Holdover Period,
               the Applicable Margin shall be increased by 50 basis points.

         "Applicable Percentage" for each Lease Supplement means, as of the end
of the Basic Term and the Renewal Term, the percentage set forth opposite each
such date on Schedule II to such Lease Supplement, and shall be determined on or
about the date of acquisition by Lessor of the related Site (or in the case of a
Non- Acquired Land Interest, the date of the Ground Lease thereof in favor of
Lessor) and set forth in the applicable Lease Supplement or as soon thereafter
as Lessor obtains sufficient information to make a determination for financial
accounting purposes; provided that in no event shall such percentage be less
than 80%.

         "Applicable Percentage Amount" means, (a) with respect to any Lease
Supplement, the product obtained by multiplying Lessor's Cost of the Site
covered by such Lease Supplement by the Applicable Percentage of such Lease
Supplement and (b) with respect to the Lease, the sum of all amounts determined
pursuant to the foregoing clause (a) for each Lease Supplement then in effect.

         "Appraisal" means any appraisal of any one or more Sites prepared by
the Appraiser and delivered to Agent, on behalf of Lessor and the Lenders.

         "Appraised Value" has the meaning set forth in Section 23(b)
of the Ground Lease.

                                      A1-4


<PAGE>
         "Appraiser" means Valuation Counselors or such other appraisal firm as
Agent may select from time to time.

         "Appurtenant Rights" mean (i) all agreements, easements, rights of way
or use, rights of ingress or egress, privileges, appurtenances, tenements,
hereditaments and other rights and benefits at any time belonging or pertaining
to any Land Interest or the Facilities, including the use of any streets, ways,
alleys, vaults or strips of land adjoining, abutting, adjacent or contiguous to
any Land Interest and (ii) all permits, licenses and rights, whether or not of
record, appurtenant to any Land Interest.

         "Architect" means a registered architect or certified professional
engineer for Construction Agent or Lessee (which, unless otherwise expressly
provided, may be an employee of Lessee).

         "Assignment of Construction Documents" means the Assignment of
Construction Documents, dated as of October 7, 1996, between Lessor and
Construction Agent, substantially in the form of Exhibit B to the Construction
Agency Agreement, as the same may be amended, modified, restated or supplemented
from time to time in accordance with the terms of the Participation Agreement.

         "Assignment of Construction Agency Agreement" means the Collateral
Assignment of Construction Agency Agreement and Construction Documents, dated as
of October 7, 1996, from Lessor to Agent as agent for the Lenders, as the same
may be amended, modified, restated or supplemented from time to time in
accordance with the terms of the Participation Agreement.

         "Assignment of Lease" means the Assignment of Lease and Agreement and
Lease Supplements and Memoranda of Lease and Agreement in the form of Exhibit H
to the Participation Agreement from Lessor in favor of Agent for the benefit of
the Lenders, as the same may be amended, modified, restated or supplemented from
time to time in accordance with the terms of the Participation Agreement,
together with (i) the Consent and Agreement of Lessee attached thereto, and (ii)
the amendment thereof in the form of Exhibit H-1 to the Participation Agreement.

         "Assignment of Licenses" means the Amended and Restated Collateral
Assignment of Licenses, Permits and Approvals from Lessee, NHCA and the Property
Sellers to Agent, in the form of Exhibit J to the Participation Agreement, as
the same may be amended, modified, restated or supplemented from time to time in
accordance with the terms of the Participation Agreement.

                                      A1-5


<PAGE>
         "Assumed Interest Rate" means, as of the date of any Advance by a
Participant, the LIBO Rate that would have been applicable for purposes of
calculating interest and Yield in the event that the Advance Date to which such
Advance relates had occurred on such date.

         "Authority" means any entity involved in any way in the administration
of Federal or state healthcare-related programs, including the U.S. Department
of Health & Human Services, the Health Care Finance Administration, Medicare
carriers or intermediaries or Medicaid agencies, bureaus or departments and any
government or political subdivision or any agency, authority, bureau, central
bank, commission, department or instrumentality of either, or any court,
tribunal, grand jury or arbitrator, in each case whether foreign or domestic.

         "Authorized Officer" means any officer in the Leasing Department of
Mellon who shall be duly authorized to execute the Operative Documents.

         "Bankruptcy Code" means the Bankruptcy Reform Act of 1978.

         "Basic Rent" means an amount payable on each Payment Date during the
Basic Term, the Renewal Term, if applicable, and the Holdover Period, if
applicable, equal to the sum of (i) the aggregate amount of interest payable on
such Payment Date on the Notes, plus (ii) the aggregate amount of the Yield
payable on such Payment Date on the Equity Amount (calculated in accordance with
the definition of "Yield" and in a manner consistent with the calculation of the
amounts under clause (i) on such Payment Date) plus (iii) starting with the
Payment Date October 24, 1996, principal amortization equal to the sum of (x)
level principal amortization amounts, if any, for each Site as shown on Schedule
III to the Participation Agreement or in the applicable Lease Supplement, plus
(y) level principal amortization equal to the lesser of (1) $100,000 per
quarterly Payment Date and (2) the remaining unamortized portion of Transaction
Costs funded by Lessor pursuant to Section 2.5 of the Participation Agreement;
provided, however, that upon the occurrence and during the continuance of a Loan
Event of Default under Sections 6.1(a)(ii), 6.1(a)(iii) and 6.1(a)(iv) of the
Loan Agreement while no Lease Event of Default shall have occurred and be
continuing, Basic Rent shall be determined on the basis of calculations made as
if the Loan Event of Default shall not have occurred and the Loans shall not
have been accelerated, whether or not in fact the Loans shall have been
accelerated or any other remedies shall have been taken under the Loan Agreement
or with respect to the Collateral.

                                      A1-6


<PAGE>
         "Basic Term", with respect to the Developed Sites and the Undeveloped
Sites (but only in respect of the Land Interest portion of such Undeveloped
Sites), means (a) the period commencing upon the Site Acquisition Date and
ending on July 24, 2001 or (b) such shorter period as may result from earlier
termination of the Lease as provided therein. With respect to the Facility to be
constructed on any Undeveloped Site, the Basic Term will commence upon the
expiration of the Construction Period applicable to such Undeveloped Site and
will end in accordance with the preceding sentence.

         "Basic Term Expiration Date" has the meaning set forth in
Section 2.3 of the Lease.

         "Bill of Sale" means each Bill of Sale from the seller of any Developed
Site to Lessor conveying any portion of the Facility located thereon which under
applicable law does not or may not constitute real estate.

         "Board of Directors" means, with respect to a corporation, either the
board of directors or any duly authorized committee of that board of directors
which, pursuant to the by-laws of such corporation, has the same authority as
that board of directors as to the matter at issue.

         "Borrower" means Lessor, as the borrower under the Loan
Agreement.

         "Business Day" means (a) any day other than a Saturday, Sunday, public
holiday under the laws of the Commonwealth of Pennsylvania or other day on which
banking institutions are authorized or obligated to close in the City of
Philadelphia, Pennsylvania, the city of New York, New York or the city in which
the Agent's office is located; and

         (b) solely with respect to determinations of Interest Periods and
Payment Dates, dealings in United States Dollars are carried on in the London
interbank market.

         "Capitalized Interest" means, for any Undeveloped Site, if provided for
in the Advance Request with respect to the acquisition thereof, interest accrued
pursuant to the Loan Agreement during the Construction Period for such
Undeveloped Site, based upon the portion of the Allocated Amount applicable to
such Site which represents funded Commitments of the Lenders, except to the
extent that such amount is not to be capitalized because sufficient

                                      A1-7


<PAGE>
unfunded Commitment of the Lenders applicable to such Site is not
available therefor.

         "Capitalized Yield" means, for any Undeveloped Site, if provided for in
the Advance Request with respect to the acquisition thereof, Yield accrued
during the Construction Period for such Undeveloped Site, based upon the portion
of the Allocated Amount applicable to such Site which represents funded
Commitment of the Lessor, except to the extent that such amount is not to be
capitalized because sufficient unfunded Commitment of the Lessor applicable to
such Site is not available therefor.

         "Cash Flow" has the meaning specified in the Credit Agreement.

         "Casualty" means an event of damage or casualty relating to any
Facility which does not constitute an Event of Loss.

         "Claims" mean liabilities, obligations, damages, losses, demands,
penalties, fines, claims, actions, suits, judgments, settlements, utility
charges, costs, fees, expenses and disbursements (including legal fees and
expenses and costs of investigation which, in the case of counsel or
investigators retained by an Indemnitee, shall be reasonable) of any kind and
nature whatsoever, that may at any time be imposed on, asserted against or
incurred by an Indemnitee as a result of, or arising out of, or in any way
related to or by reason of any of the Operative Documents, as well as the Credit
Agreement or any "Loan Document" referred to therein and without in any way
limiting the generality of the foregoing, including any violation of any
Environmental Laws or any other law by any Borrower or Subsidiary of Borrower or
any Environmental Affiliate of any of them.

         "Code" means the Internal Revenue Code of 1986, as amended, and any
successor statute of similar import, and regulations thereunder, in each case as
in effect from time to time. References to sections of the Code shall be
construed also to refer to any successor sections.

         "Collateral" means the property from time to time subject to or
purported to be subject to the Liens of the subsisting Mortgage, the Assignment
of Lease, the Assignment of Licenses and the Joint Stock Collateral subject to
the Pledge Agreement, as limited by the terms and provisions of the Collateral
Agency Agreement and, collectively, all of the foregoing.

         "Collateral Agency Agreement" means the Second Amended and
Restated Collateral Agency Agreement dated as of October 7, 1996, in the form of

                                      A1-8


<PAGE>
Exhibit I-2 to the Participation Agreement, as the same may be amended,
modified, restated or supplemented from time to time in accordance with the
terms of the Participation Agreement.

         "Commitment" means as to Lessor or any Lender, its obligation to make
amounts available to Lessor or Loans to the Borrower, as the case may be, in an
aggregate amount not to exceed at any one time outstanding the amount set forth
opposite Lessor's or such Lender's name on Schedule I to the Participation
Agreement, as such commitment may be adjusted pursuant to Section 2.5(g) and
Section 2.6 of the Participation Agreement.

         "Commitment Fee" has the meaning specified in Section 2.6 of
the Participation Agreement.

         "Commitment Letter" means that certain letter dated July 16,
1996 from Mellon Bank, N.A. to, and accepted by, Genesis.

         "Commitment Percentage" means as to any Participant, at a particular
time, the percentage of the aggregate Commitments in effect at such time
represented by such Participant's Commitment, as such percentage is shown on
Schedule I to the Participation Agreement.

         "Commitment Period" has the meaning set forth in Section 2.6
of the Participation Agreement.

         "Completion" means, with respect to a Facility, the fulfillment of all
of the conditions set forth in Section 3.4 of the Participation Agreement.

         "Completion Date" means, with respect to a Site, the date on which
Completion for the Facility on such Site has occurred.

         "Condemnation" means any condemnation, requisition, confiscation,
seizure or other taking or sale of the use, occupancy or title to any Site or
any part thereof in, by or on account of any actual or threatened eminent domain
proceeding or other action by any Authority or other Person under the power of
eminent domain or otherwise or any transfer in lieu of or in anticipation
thereof, which in any case does not constitute an Event of Taking. A
Condemnation shall be deemed to have "occurred" on the earliest of the dates
that use, occupancy or title is taken.

         "Confirmations" has the meaning set forth in the recitals to the
the Participation Agreement.

                                      A1-9


<PAGE>
         "Consolidated Funded Indebtedness" at any time for a specified group of
Persons shall mean all Indebtedness (including the current portion thereof) of
such Persons which would at such time be classified in whole or part under GAAP
as a long-term liability of such Persons and shall also and in any event include
(i) any Indebtedness of any such Person having a final maturity more than one
year from the date of creation of such Indebtedness and (ii) any Indebtedness of
any Person, regardless of its term, which is renewable or extendable by such
Person (pursuant to the terms thereof or pursuant to a revolving credit or
similar agreement or otherwise) to a date more than one year from such date or
more than one year from the date of creation of such Indebtedness, all as
determined on a consolidated basis.

         "Consolidated Subsidiary" means, as to any Person at any date, any
Subsidiary or other entity the accounts of which would be consolidated with
those of such Person in such Person's consolidated financial statements as of
such date.

         "Construction Agency Agreement" means the Construction Agency
Agreement, dated as of October 7, 1996, between Lessor and Construction Agent,
as supplemented from time to time by the Construction Agency Agreement
Supplements, as the same may be amended, modified, restated or supplemented from
time to time in accordance with the terms of the Participation Agreement.

         "Construction Agency Event of Default" means a "Construction
Agency Event of Default" as defined in Section 5.1 of the
Construction Agency Agreement.

         "Construction Agency Agreement Supplement" means a supplement to the
Construction Agency Agreement executed and delivered by the Construction Agent
and Lessor with respect to an Undeveloped Site, as the same may be amended,
modified, restated or supplemented from time to time in accordance with the
terms of the Participation Agreement.

         "Construction Agent" means Lessee, as construction agent under the
Construction Agency Agreement.

         "Construction Commencement Date" has the meaning set forth in Section
2.3 of the Construction Agency Agreement.

         "Construction Period" for any Undeveloped Site means the period for
construction of the Facility thereon as described in Section 3.3 of the
Construction Agency Agreement.

                                      A1-10


<PAGE>
         "Contingent Liability" means any agreement, undertaking or arrangement
by which any Person directly or indirectly guarantees, becomes surety for,
endorses, assumes, agrees to indemnify another Person (the "Deemed Obligor")
against, or otherwise remains liable (contingently or otherwise) for the
Indebtedness, obligation or liability (the "Assured Obligation") of the Deemed
Obligor. Contingent Liability shall be deemed to exist if a Person agrees,
becomes or remains liable (contingently or otherwise), directly or indirectly
(a) to purchase or assume, or to supply funds for the payment, purchase or
satisfaction of, an Assured Obligation, (b) to make any loan, advance, capital
contribution or other investment in, or to purchase or lease any property or
services from, a Deemed Obligor (i) to maintain the solvency of the Deemed
Obligor, (ii) to enable the Deemed Obligor to meet any other financial
condition, (iii) to enable the Deemed Obligor to satisfy any payment of
dividends or other distributions upon the shares of any other Person, or (iv) to
assure the holder of such Assured Obligation against loss, (c) to purchase or
lease property or services from the Deemed Obligor regardless of the
non-delivery of or failure to furnish of such property or services, or (d) in
respect of any other transaction the effect of which is to assure the payment or
performance (or payment of damages or other remedy in the event of nonpayment or
nonperformance) of any Assured Obligation.

         "Controlled Group Member" means each trade or business (whether or not
incorporated) which, at any time, together with Lessee, Genesis, National
Health, any Property Seller or any Subsidiary of any thereof is treated as a
single employer under Sections 4001(a)(14) or 4001(b)(1) of ERISA or Sections
414(b), (c), (m) or (o) of the Code.

         "Corresponding Source of Funds" means, in the case of any portion of a
LIBO Rate Loan or Equity Amount (to the extent that the Yield is determined by
reference to the LIBO Rate), the proceeds of hypothetical receipts by a LIBOR
Office or by a Lender or Lessor through a LIBOR Office of one or more Dollar
deposits in the interbank eurodollar market at the beginning of the Interest
Period corresponding to such portion of the LIBO Rate Loan having maturities
approximately equal to such portion of the LIBO Rate Loan or Equity Amount and
in an aggregate amount approximately equal to such portion (in the case of
Lessor) or such Lender's pro rata share of such portion (in the case of a
Lender).

         "Credit Agreement" means that certain Second Amended and Restated
Credit Agreement dated as of October 7, 1996 by and among Genesis Health
Ventures, Inc. and certain of its subsidiaries, as borrowers, the institutions
identified therein as lenders, Mellon Bank, N.A., as issuer of letters of 

                                      A1-11


<PAGE>
credit, Mellon Bank, N.A., as administrative agent and co-syndication agent and
Citibank, N.A. as co-syndication agent, as it may be amended, modified,
increased (including any increase in amounts or the commitment thereunder),
supplemented, refunded or replaced from time to time, and if so amended,
modified, increased, refunded or replaced, the amended, modified, increased,
supplemented, refunded or replaced credit agreement. For purposes of the
Operative Documents, if the Credit Agreement shall terminate without a
replacement agreement having become effective, references to the financial
covenants set forth in the Credit Agreement shall mean the financial covenants
as set forth in the Credit Agreement immediately prior to its termination,
exclusive of any modification to the terms of such agreement or arrangement that
were made in contemplation of the termination thereof.

         "Debt/Equity Fraction" means at any time a fraction the numerator of
which is the aggregate outstanding principal balance of the Notes and the
denominator of which is the sum of (i) the aggregate outstanding principal
balance of the Notes plus (ii) the outstanding Equity Amount.

         "Deed" means each Deed from the seller of any Land Interest to Lessor,
conveying the Land Interest and the Facility, if any, or other improvements, if
any, located on the related Site in a form acceptable to the Lenders.

         "Defaulted Amount" has the meaning set forth in Section 2.5(g)
of the Participation Agreement.

         "Defaulting Participant" has the meaning set forth in Section
2.5(g) of the Participation Agreement.

         "Designated Owner" has the meaning set forth in
Section 12.1(b) of the Lease.

         "Developed Site" has the meaning set forth in the Recitals to
the Participation Agreement.

         "Document Closing Date" has the meaning set forth in Section
2.1 of the Participation Agreement.

         "Dollar" and the symbol "$" shall mean lawful money of the United
States of America.

                                      A1-12


<PAGE>
         "Early Termination Date" means a Payment Date on which Lessee purchases
all (but not less than all) of the Sites from Lessor pursuant to Section 6.5 of
the Lease.

         "End of Term Report" has the meaning set forth in Section
6.4(c) of the Lease.

         "Environmental Audit" means a Phase One environmental site assessment
(the scope and performance of which meets or exceeds ASTM Standard Practice
E1527-93 Standard Practice for Environmental Site Assessments: Phase One
Environmental Site Assessment Process) of each Site to be acquired by Lessor on
a Site Acquisition Date or of a Site to be sold pursuant to the Sale Option
under the Lease and any additional environmental assessments (including, without
limitation, a Phase Two environmental site assessment) requested by the Agent.

         "Environmental Concern Materials" means (a) any flammable substance,
explosive, radioactive material, hazardous material, hazardous waste, toxic
substance, solid waste, pollutant, contaminant or any related material, raw
material, substance, product or by-product of any substance specified in or
regulated or otherwise affected by any Environmental Law (including but not
limited to any "hazardous substance" as defined in CERCLA or any similar state
law), (b) any toxic chemical or other substance form or related to industrial,
commercial or institutional activities, and (c) asbestos, gasoline, diesel fuel,
motor oil, waste and used oil, heating oil and other petroleum products or
compounds, polychlorinated biphenyls, radon and urea formaldehyde.

         "Environmental Engineer" means Roy F. Weston or such other
environmental consulting firm as Construction Agent may from time to time
select, subject to the approval of Agent.

         "Environmental Indemnity" means the Environmental Indemnity Agreement
dated as of July 24, 1996 by Lessee, as the same may be amended, modified,
restated or supplemented from time to time in accordance with the terms of the
Participation Agreement.

         "Environmental Laws" means any law, whether now existing or
subsequently enacted or amended, relating to (a) pollution or protection of the
environment, including natural resources, (b) exposure of Persons, including but
not limited to employees, to Environmental Concern Materials, (c) protection of
the public health or welfare from the effects of products, by-products, wastes,
emissions, discharges or releases of Environmental Concern Materials or (c)
regulation of the manufacture, use or introduction into commerce of 

                                      A1-13


<PAGE>
Environmental Concern Materials including their manufacture, formulation,
packaging, labeling, distribution, transportation, handling, storage or
disposal. Environmental Laws shall include, without limitation, the Resource
Conservation and Recovery Act of 1976, (RCRA) 42 U.S.C. ss.ss. 6901-6987, as
amended by the Hazardous and Solid Waste Amendments of 1984, the Comprehensive
Environmental Response, Compensation and Liability Act, as amended by the
Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. ss.ss.
9601-9657, (CERCLA), the Hazardous Materials Transportation Act of 1975, 49
U.S.C. ss.ss. 1801-1812, the Toxic Substances Control Act, 15 U.S.C. ss.ss.
2601-2671, the Clean Air Act, 42 U.S.C. ss.ss. 7401 et seq., the Federal
Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. ss.ss. 136 et seq. and all
similar federal, state and local environmental laws, ordinances, rules, orders,
statutes, decrees, judgments, injunctions, codes and regulations.

         "Environmental Permits" means all permits, licenses, authorizations,
registrations, certificates and approvals of Authorities required by
Environmental Laws.

         "Equity Amount" means, with respect to Lessor as of any date of
determination, the aggregate outstanding amount invested by Lessor pursuant to
the Participation Agreement for the purchase of the Sites, the construction of
Facilities (including any Capitalized Yield) or the payment of Transaction
Costs, excluding any portion thereof funded by the Lenders.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute of similar import, and regulations
thereunder, in each case as in effect from time to time. References to sections
of ERISA shall be construed also to refer to any successor sections.

         "Event of Loss" means (x) the actual or constructive total loss of the
Facility on a Site or damage to the Facility on a Site to an extent rendering
repair impractical or uneconomical, in any case as reasonably determined in good
faith by the Board of Directors of Lessee, such determination to be made
promptly after the occurrence of such event and to be evidenced by an Officer's
Certificate of Lessee delivered to Lessor, each Lender and Agent, (y) damage to
the Facility on a Site which results in an insurance settlement on the basis of
a total loss or a constructive total loss (including title insurance proceeds)
in respect of a total loss of the Facility on a Site, or (z) an Event of Taking.

         "Event of Taking" means (A) taking of title to a Site or the Land
Interest or (B) any condemnation (other than a requisition of temporarary use)

                                      A1-14


<PAGE>
or requisition of use for a period scheduled to last beyond the end of the Lease
Term, in either case resulting in (i) the loss of use or possession of
substantially all of a Site or (ii) the loss of use or possession of a material
portion of a Site, in either of clause (i) or clause (ii), as reasonably
determined in good faith by a Senior Officer of Lessee, such determination to be
made promptly after the occurrence of such event and to be evidenced by an
Officer's Certificate of such Senior Officer delivered to Lessor and Agent.

         "Excluded Amounts" mean:

                  (a) all indemnity payments and expenses to which Lessor (or
the respective successors, assigns, agents, officers, directors or employees of
Lessor) is entitled pursuant to the Operative Documents;

                  (b) any amounts payable under any Operative Documents to
reimburse Lessor (including the reasonable expenses of Lessor incurred in
connection with any such payment) for performing any of the obligations of
Lessee under and as permitted by any Operative Document;

                  (c) any insurance proceeds (or payments with respect to risks
self-insured or policy deductibles) under liability policies payable to Lessor
(or the respective successors, assigns, agents, officers, directors or employees
of Lessor);

                  (d) any insurance proceeds under policies maintained by
Lessor and not required to be maintained by Lessee under the Lease;

                  (e) any amount payable to Lessor pursuant to Section 9.9
of the Participation Agreement;

                  (f) prior to completion of any foreclosure of the
Mortgage or deed in lieu thereof, any expense reimbursements to
Lessor or Agent; and

                  (g) any payments of interest on payments referred to in
clauses (a) through (f) above.

         "Facilities" mean all buildings, structures and fixtures located on the
Land Interest, but excluding the Land Interest.

         "Facility" has the meaning set forth in the Recitals to the
Participation Agreement.

                                      A1-15


<PAGE>
         "Facility Fee" with respect to each Participant means an amount equal
to the product of each Participant's Commitment and ten (10) basis points.

         "Fair Market Sales Value" with respect to any Site or any portion
thereof means, as of the date of the determination, the fair market sales value
as determined by an independent appraiser chosen by Agent (at the direction of
the Required Participants) that would be obtained in an arm's-length transaction
between an informed and willing buyer (other than a buyer currently in
possession) and an informed and willing seller, under no compulsion to buy or
sell, and neither of which is related to Lessee, for the purchase of such Site.
Such fair market sales value shall be calculated as the value for the use of the
Site, assuming, in the determination of such fair market sales value, that the
Site is in the condition and repair required to be maintained by the terms of
the Lease (unless such fair market sales value is being determined for purposes
of Section 9.2(b) of the Lease, in which case this assumption shall not be
made).

         "Final Maturity Date" means July 24, 2001, subject to extension through
the end of the Renewal Term if the Renewal Term is entered into pursuant to
Section 2.10 of the Participation Agreement and Section 2.4 of the Lease.

         "Final Rent Payment Date" has the meaning set forth in Section
18.1(iii)(B)(1) of the Lease.

         "Financial Covenants" means any covenant set forth in the Credit
Agreement from time to time which applies a test for determining net worth, or
which sets forth financial ratios, net income, debt or value levels or
limitations, and as of the Document Closing Date, includes Sections 7.01 through
7.18 of the Credit Agreement.

         "Financing" has the meaning set forth in the Recitals to the
Participation Agreement.

         "Force Majeure" means acts of God, fire, windstorm, flood, explosion,
collapse of structures, riot, war, labor disputes, delays or restrictions by
governmental bodies (other than delays or restrictions resulting from Lessee's
actions or failures to take reasonably foreseeable actions), inability to obtain
or use necessary materials or reasonable substitutes, or any other cause beyond
the reasonable control of Lessee, other than lack of funds; provided, that in no
event shall an event of Force Majeure be deemed to exist for more than ninety
(90) days.

                                      A1-16


<PAGE>
         "Funding Breakage Date" has the meaning set forth in Section 2.12 of
the Loan Agreement.

         "Funding Breakage Indemnity" has the meaning set forth in Section 2.12
of the Loan Agreement.

         "Future Value Amount" has the meaning set forth in Section 2.12 of the
Loan Agreement.

         "GAAP" means generally accepted accounting principles in the United
States, applied on a basis consistent with the principles used in preparing the
financial statements of Genesis and its Consolidated Subsidiaries as of June 30,
1996 and for the fiscal year ended most recently prior thereto.

         "Genesis" means Genesis Health Ventures, Inc., a Pennsylvania
corporation.

         "Governmental Action" means all applicable permits, authorizations,
registrations, consents, approvals, waivers, exceptions, variances, orders,
judgments, decrees, licenses, exemptions, publications, filings, notices to and
declarations of or with, or required by, any Authority, or required by any
Applicable Laws and Regulations, and shall include, without limitation, all
citings, Environmental Permits and operating permits and licenses that are
required for the use, occupancy, zoning and operation of the Facilities.

         "Ground Lease" means, with respect to any Non-Acquired Land Interest, a
ground lease agreement leasing such Non-Acquired Land Interest, executed by
Lessee, as lessor under such ground lease, and Lessor, as lessee under such
ground lease, and dated as of the applicable Site Acquisition Date,
substantially in the form of Exhibit M to the Participation Agreement, with such
modifications as may be necessary or desirable in the opinion of Lessor or
Lessor's counsel to comply with all Applicable Laws and Regulations and,
consistent with the provisions thereof, to set forth the provisions customarily
used with respect to the applicable jurisdiction, as the same may be amended,
modified, restated or supplemented from time to time in accordance with the
terms of the Participation Agreement.

         "Group" means a group of Sites designated as a group by Lessee for
accounting purposes pursuant to Section 2.5(a)(ii) of the Participation
Agreement. As defined herein, the NHCA Sites are a Group.

                                      A1-17


<PAGE>
         "Guaranties" means the Guaranties as confirmed by the Confirmations, as
the same may be amended, modified, restated or supplemented from time to time in
accordance with the terms of the Participation Agreement.

         "Guarantors" mean, as of the Document Closing Date, Genesis and all
Affiliates of Genesis who are parties to the Credit Agreement as of the Document
Closing Date, and thereafter from time to time, Genesis and all Affiliates of
Genesis who at such time are or become parties to the Credit Agreement.

         "Hazardous Material" means any substance, waste or material which is
toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic,
mutagenic or otherwise hazardous by listing characteristic or definition under
any Environmental Law, including petroleum, crude oil or any fraction thereof,
petroleum derivatives, by-products and other hydrocarbons and is or becomes
regulated by any Authority, including any agency, department, commission, board
or instrumentality of the United States, the States in which any Site is located
or any political subdivision thereof and also including asbestos, urea
formaldehyde foam insulation, polychlorinated biphenyls ("PCBs") and radon gas.

         "Hedging Obligations" means, with respect to any Person, all
liabilities of such Person under interest rate swap agreements, interest rate
cap agreements and interest rate collar agreements, and all other agreements or
arrangements designed to protect such Person against fluctuations in interest
rates or currency exchange rates.

         "Holdover Period" shall mean any period after the Lease Termination
Date until the earliest of (i) the sale of the Sites pursuant to Section 6.9 of
the Lease, (ii) the reduction of the Lease Balance to zero and the payment by
Lessee of all Basic Rent, Supplemental Rent and all other amounts then due and
payable under the Operative Documents, and (iii) written notice by the Agent, as
agent for the Participants, terminating the Holdover Period pursuant to Section
6.9 of the Lease.

         "Highest Lawful Rate" has the meaning set forth in Section
2.11 of the Participation Agreement.

         "Indebtedness" has the meaning specified in the Credit
Agreement.

         "Indemnitee" means each Lessor, Lender, Agent (in its
individual capacity and as agent) and Lessor and the respective

                                      A1-18


<PAGE>
Affiliates, successors, permitted assigns, permitted transferees, invitees,
contractors, servants, employees, officers, directors, shareholders, partners,
participants, representatives, attorneys and agents of each of the foregoing
Persons; provided, however, that in no event shall Lessee be an Indemnitee.

         "Indenture" shall mean the 1995 Indenture or the 1996 Indenture
(whichever shall be in effect from time to time), or any restatement or
replacement thereof from time to time.

         "Independent Accounting Firm" has the meaning specified in
Section 5.11 of the Participation Agreement.

         "Insolvency Event" means (a) a proceeding shall have been instituted
with respect to any Person (i) seeking to have an order for relief entered in
respect of such Person, or seeking a declaration or entailing a finding that
such Person is insolvent or a similar declaration or finding, or seeking
dissolution, winding-up, charter revocation or forfeiture, liquidation,
reorganization, arrangement, adjustment, composition or other similar relief
with respect to such Person, its assets or its debts under any law, relating to
bankruptcy, insolvency, relief of debtors or protection of creditors,
termination of legal entities or any other similar law now or hereafter in
effect, or (ii) seeking appointment of a receiver, trustee, liquidator,
assignee, sequestrator or other custodian for such Person or for all or any
substantial part of its property and such proceeding shall result in the entry,
making or grant of any such order for relief declaration, finding, relief or
appointment, or such proceeding shall remain undismissed and unstayed for a
period of 30 consecutive days; or

         (b) Any Person shall become insolvent; shall fail to pay, become unable
to pay, or state that it is or will be unable to pay, its debts as they become
due; shall voluntarily suspend transaction of its business; shall make a general
assignment for the benefit of creditors; shall institute (or fail to controvert
in a timely and appropriate manner) a proceeding described in (a)(i) of this
Definition, or (whether or not any such proceeding has been instituted) shall
consent to or acquiesce in any such order for relief, declaration, finding or
relief described therein; shall institute (or fail to controvert in a timely and
appropriate manner) a proceeding described in (a)(ii) of this Definition, or
(whether or not any such proceeding has been instituted) shall consent to or
acquiesce in any such appointment or to the taking of possession by any such
custodian of all or any substantial part of its property; shall dissolve,
wind-up, revoke or forfeit its charter (or other constituent documents) or
liquidate itself or any substantial part of its property; or shall take any
in furtherance of any of the foregoing.

                                      A1-19


<PAGE>
         "Inspecting Parties" have the meaning specified in Section 15.1 of the
Lease.

         "Insurance Requirements" means all terms and conditions of any
insurance policy either required by the Lease to be maintained by Lessee and all
requirements of the issuer of any such policy.

         "Interest Period" means with respect to any Advance the successive
periods commencing on (and including) a Payment Date and ending on (but
excluding) (i) the next succeeding Payment Date (if Lessee elects an Interest
Period of three months or the Prime Rate is applicable), or (ii) for any Payment
Date after October 24, 1996, the second succeeding Payment Date (if Lessee
elects a LIBO Period of six months and the LIBO Rate is applicable), with the
Interest Period being determined by reference to clause (i) if Lessee fails to
elect a LIBO Period of six months not later than three Business Days prior to
the commencement of the applicable Interest Period; provided, however, that no
Interest Period during the Basic Term may extend beyond the last Payment Date
during the Basic Term (unless the Renewal Term shall be applicable) and no
Interest Period during the Renewal Term may extend beyond the last Payment Date
of the Renewal Term; and provided, further that for the initial Advance on the
Document Closing Date, which occurs on a date other than a Payment Date, the
first Interest Period for such portion of the Lease Balance shall be the period
commencing on (and including) the date of such Advance and ending on (but
excluding) the next succeeding Payment Date and interest on the Notes shall be
6.65625% per annum (with the Yield for such initial period being determined in
accordance with the definition thereof based on such interest rate); and
provided, finally, that for any Advance, other than the initial Advance on the
Document Closing Date, which occurs on a date other than a Payment Date, the
first Interest Period for such portion of the Lease Balance shall be the period
commencing on (and including) the date of such Advance and ending on (but
excluding) the next succeeding Payment Date and interest on the Notes and Yield
for such Advance for such initial period shall be determined by reference to the
Prime Rate.

         "Joint Stock Collateral" means Collateral as defined in the
Pledge Agreement.

         "Land Interest" has the meaning set forth in the Recitals to
the Participation Agreement.

                                      A1-20


<PAGE>
         "Lease" means the Amended and Restated Lease and Agreement dated as of
October 7, 1996 between Lessor and Lessee, in the form of Exhibit A to the
Participation Agreement, together with all Lease Supplements thereto from time
to time, as such Amended and Restate Lease and Agreement and such Lease
Supplements may be amended, modified, restated or supplemented from time to time
in accordance with the terms of the Participation Agreement.

         "Lease Balance" means, as of any date of determination, the sum of the
aggregate outstanding principal amount of the Notes plus the Equity Amount, less
any amounts applied pursuant to the Operative Documents in reduction thereof.

         "Lease Default" means any event, condition or failure which, with
notice or lapse of time or both, would become a Lease Event of Default.

         "Lease Event of Default" means any event condition or failure
designated as a "Lease Event of Default" in Article XVII of the Lease.

         "Lease Payment/Bankruptcy Default" means the occurrence of an event
specified in Section 17(a), (b), (f) or (g) of the Lease, without regard to any
grace or cure periods set forth therein.

         "Lease Supplement" means each Lease Supplement and Memorandum of Lease
and Agreement, substantially in the form of Exhibit A to the Lease, with such
changes as shall be reasonably required by Agent (after consultation with
applicable local counsel) executed and delivered by Lessee to Lessor on each
Site, as the same may be amended, modified, restated or supplemented from time
to time in accordance with the terms of the Participation Agreement.

         "Lease Term" has the meaning set forth in Section 2.3 of the Lease.

         "Lease Termination Date" means (i) the expiration of the Lease Term, or
(ii) if earlier, the termination of Lessee's right to possession pursuant to
Section 18.1 of the Lease, or (iii) with respect to all of the Sites, a
termination of the Lease pursuant to Section 6.5 of the Lease.

         "Leasehold Estate" means Lessee's interest in the Sites (including the
Facilities located thereon) subject to the Lease.

         "Lenders" mean the holders of the Notes.

                                      A1-21


<PAGE>
         "Lessee" means Genesis Eldercare Properties, Inc. a Pennsylvania
corporation and wholly-owned, single purpose subsidiary of Genesis.

         "Lessor" means Mellon Financial Services Corporation #4, and its
successors and permitted assigns.

         "Lessor Liens" mean Liens on or against any Site or the Lease, or any
payment of Rent (a) which result from any act of, or any Claim against, Lessor
or any Lender in either case unrelated to the transactions contemplated by the
Operative Documents or (b) which result from any tax owed by Lessor or any
Lender, except any Tax for which Lessee is obligated to indemnify.

         "Lessor's Cost" means (a) for all Sites, the aggregate amount paid or
advanced by Lessor on each Advance Date with respect to all Land Interest and
Facilities plus all Capitalized Interest and Capitalized Yield, and (b) for any
Site, the aggregate amount paid or advanced by Lessor on each Advance Date with
respect to the Land Interest for such site and the Facility located or being
constructed thereon plus all Capitalized Interest and Capitalized Yield fairly
allocable to such Site.

         "LIBO Period" means for any Interest Period either three months or six
months, as specified by Lessee by irrevocable written notice to Agent received
by Agent not later than three (3) Business Days prior to the commencement of
such Interest Period, and in the absence of such specification by Lessee, three
months; provided, that if Lessee duly and timely selects a six month LIBO Period
for any Interest Period, such LIBO Period shall extend through the end of the
next succeeding quarterly Interest Period as well; and provided, further, that
no LIBO Period during the Basic Term may extend beyond the last Payment Date
during the Basic Term (unless the Renewal Term shall be applicable) and no LIBO
Period during the Renewal Term may extend beyond the last Payment Date of the
Renewal Term; and provided finally, that the LIBO Period for any Interest Period
ending on or prior to October 24, 1996 shall be a one-month period; subject to
the second proviso of the definition of "Interest Period" for Advances described
in such proviso.

         "LIBO Rate" shall have the meaning set forth in the Credit
Agreement for "Euro Rate."

         "LIBO Rate Loans" mean Loans bearing interest by reference to a LIBO
Rate.

                                      A1-22


<PAGE>
         "LIBO Rate Reserve Percentage" shall have the meaning set forth in the
Credit Agreement for "Euro-Rate Reserve Percentage," with the reference to the
Agent therein being a reference to the Agent hereunder.

         "LIBOR Office" shall have the meaning set forth in the Credit Agreement
for "National Euro-Rate Funding Office".

         "Lien" means any mortgage, deed of trust, pledge, lien, security
interest, charge or other encumbrance or security arrangement of any nature
whatsoever, including but not limited to any conditional sale or title retention
arrangement, and any assignment, deposit arrangement or lease intended as, or
having the effect of, security.

         "Loans" has the meaning set forth in Section 2.1 of the Loan
Agreement.

         "Loan Agreement" means the Amended and Restated Loan Agreement, dated
as of October 7, 1996, among Lessor, Agent and the Lenders, in the form of
Exhibit C to the Participation Agreement, as the same may be amended, modified,
restated or supplemented from time to time in accordance with the terms of the
Participation Agreement.

         "Loan Default" means any event, condition or failure which, with
notice, passage of time or a determination by the Required Participants or
Required Lenders, as applicable, or any combination of the foregoing, would
become a Loan Event of Default.

         "Loan Documents" mean the Loan Agreement, the Notes, the Mortgages and
all documents and instruments executed and delivered in connection with each of
the foregoing.

         "Loan Event of Default" means any event, condition or failure
designated as a "Loan Event of Default" in Section 6.1 of the Loan Agreement.

         "Loan Participant" has the meaning specified in Section 6.4(a)
of the Participation Agreement.

         "Loan Policy" has the meaning set forth in Appendix 2 and Section
3.2(d) of the Participation Agreement.

         "Major Construction Document" has the meaning specified in Section 2.6
of the Construction Agency Agreement.

                                      A1-23


<PAGE>

         "Material Adverse Effect" means (a) a material adverse effect on the
business, operations, condition (financial or otherwise) or prospects of Genesis
or Lessee taken as a whole or Genesis and its Subsidiaries taken as a whole or
(b) an adverse effect on the legality, validity, binding effect, enforceability
or admissibility into evidence of any Operative Document, or the ability of
Agent or any Participant to enforce any rights or remedies under or in
connection with the Operative Documents.

         "Maximum Construction Period" means, with respect to an Undeveloped
Site, the period commencing on the Document Closing Date and ending on the
earliest of (i) October 7, 1998, (ii) the Completion Date of the Facility on
such Undeveloped Site, and (iii) an early termination of the Construction Period
as to such Undeveloped Site pursuant to Section 5.1 of the Construction Agency
Agreement.

         "Mellon" means Mellon Bank, N.A., a national banking association, and
any successor.

         "Monthly Anniversary Date" means for each calendar month, the 24th day
of such month, provided, however, that in the event that the 24th day of such
month shall occur on a date which is not a Business Day, such Monthly
Anniversary Date shall be the next following Business Day (unless such next
following Business Day is the first Business Day of another calendar month, in
which case such Monthly Anniversary Date shall be the immediately preceding
Business Day).

         "Mortgage" means each of the following, as the same may be amended,
modified, restated or supplemented from time to time in accordance with the
terms of the Participation Agreement: (i) Mortgage, Assignment of Rents and
Leases, Pledge Agreement and Fixture Filing Statement from Lessor and Lessee to
Agent, substantially in the form of Exhibit D-1 to the Participation Agreement
and (ii) Deed of Trust, Assignment of Rents, Pledge Agreement and Fixture Filing
Statement from Lessor and Lessee in favor of Agent, substantially in the form of
Exhibit D-2 to the Participation Agreement. The decision to use the "Mortgage"
form or the "Deed of Trust" form shall be made by Agent with respect to each
Site, and each such form shall be modified as necessary or desirable in Agent's
opinion to comply with all Applicable Laws and Regulations and to set forth the
provisions and remedies customarily used by secured lenders with respect to the
applicable jurisdiction in which such instrument is to be recorded.

                                      A1-24


<PAGE>
         "Mortgaged Property" has the meaning for Mortgaged Property, Collateral
or similar term set forth in the Mortgage.

         "Multiemployer Plan" has the meaning specified in the Credit
Agreement.

         "1993 Indenture" has the same meaning as "1993 Subordinated Debenture
Indenture" set forth in the Credit Agreement.

         "1995 Indenture" has the same meaning as "1995 Subordinated Note
Indenture" set forth in the Credit Agreement.

         "1996 Indenture" has the same meaning as "1996 Subordinated Note
Indenture" set forth in the Credit Agreement.

         "Net Cash Proceeds" shall have the meaning specified in the Credit
Agreement.

         "Net Condemnation Proceeds" mean all payments received from any
Authority relating to an Event of Taking after deducting the costs incurred by
Lessee, Lessor, Agent or any Lender in respect of the receipt thereof.

         "NHCA" means National Health Care Affiliates, Inc., a Florida
corporation.

         "NHCA Environmental Indemnity" means the NHCA Environmental Indemnity
Agreement dated as of July 24, 1996 by NHCA and the Property Sellers, as the
same may be amended, modified, restated or supplemented from time to time in
accordance with the terms of the Participation Agreement.

         "NHCA Sites" has the meaning specified in Section 3.2 of the
Participation Agreement.

         "Non-Acquired Land Interest" means the Land Interests relating to a
Facility if fee title to such Land Interest is not acquired by Lessor pursuant
to the Operative Documents.

         "Non-Defaulting Participant" has the meaning set forth in Section
2.5(g) of the Participation Agreement.

         "Non-Renewing Participant" has the meaning set forth in Section 2.10 of
the Participation Agreement.

         "Nonseverable" shall describe an Alteration or part of an Alteration
which cannot be readily removed from a Site without

                                      A1-25


<PAGE>
causing material damage to or materially impairing the value or utility of such
Site.

         "Notes" mean the notes issued by the Borrower under the Loan Agreement
and denominated as such, substantially in the form of Exhibit A to the Loan
Agreement, and any and all Notes issued in replacement or exchange therefor in
accordance with the provisions thereof.

         "Obligations" has the meaning set forth in Section 11 of the Lease
Supplements

         "OCC" means the Office of the Comptroller of the Currency or any
successor thereto.

         "Officer's Certificate" of a Person means a certificate signed by the
Chairman of the Board of Directors or the President or any Executive Vice
President or any Senior Vice President or any other Vice President of such
Person signing with the Treasurer or any Assistant Treasurer or the Controller
or any Assistant Controller, Cashier, Assistant Cashier or the Secretary or any
Assistant Secretary of such Person, or by any Vice President who is also
Controller, Treasurer or Cashier signing alone.

         "Operative Documents" means the following documents:

         (1)  the Participation Agreement,
         (2)  the Lease,
         (3)  the Lease Supplements,
         (4)  the Construction Agency Agreement,

         (5)  the Construction Agency Agreement Supplements,
         (6)  the Assignment of Construction Documents,
         (7)  the Assignment of Construction Agency Agreement,
         (8)  the Purchase Agreement Assignments,

         (9)  the Ground Leases,
         (10) the Guaranties,
         (11) the Loan Agreement,
         (12) the Notes,
         (13) the Mortgages,
         (14) the Environmental Indemnity,

         (15) the NHCA Environmental Indemnity,
         (16) the Pledge Agreement,
         (17) the Collateral Agency Agreement,
         (18) the Assignment of Licenses,
         (19) the Assignment of Lease,
         (20) the Deeds, and
         (21) the Bills of Sale.

                                      A1-26


<PAGE>
         "Original Guaranties" has the meaning set forth in the recitals to the
Participation Agreement.

         "Original Lease" has the meaning set forth in Article I of the Lease.

         "Overall Transaction" means all the transactions and activities
referred to in or contemplated by the Operative Documents.

         "Overdue Rate" means the lesser of (a) the highest interest rate
permitted by Applicable Laws and Regulations and (b) an interest rate per annum
equal to, (i) in the case of the LIBO Rate Loans, (A) until the end of the
applicable Interest Period at a rate per annum 2.00% above the rate otherwise
applicable to such part, and (B) thereafter in accordance with the following
clause (iii); (ii) in the case of the Equity Amount, until the end of the
applicable Interest Period at a rate per annum 2.00% above the Yield; and (iii)
in the case of any other amount due from Lessee hereunder or under any of the
Operative Documents, 2.00% above the then-current Prime Rate.

         "Participants" mean Lessor and the Lenders, collectively.

         "Participation Agreement" means the Amended and Restated Participation
Agreement, dated as of October 7, 1996, among Lessee, Lessor, the Lenders and
Agent, as the same may be amended, modified, restated or supplemented from time
to time in accordance with the terms of the Participation Agreement.

         "Payment Dates" mean the 24th day of any January, April, July and
October in each year, commencing October 24, 1996, and shall include, in any
event, the expiration date of the Basic Term (unless the Renewal Term shall be
applicable), the expiration date of the Renewal Term, if applicable, and the
Lease Termination Date; provided, however, that in the event that any Payment
Date shall occur on a date which is not a Business Day, such Payment Date shall
be the next following Business Day (unless such next following Business Day is
the first Business Day of another calendar month, in which case such Payment
Date shall be the immediately preceding Business Day).

         "PBGC" means the Pension Benefit Guaranty Corporation established under
Title IV of ERISA or any other governmental agency, department or
instrumentality succeeding to the functions of said corporation.

                                      A1-27


<PAGE>
         "Pension-Related Event" shall mean any of the following events or
conditions:

         (a) Any action is taken by any Person (i) to terminate, or would result
in the termination of, a Plan, either pursuant to its terms or by operation of
law (including, without limitation, any amendment of a Plan which would result
in a termination under Section 4041(e) of ERISA), or (ii) to have a trustee
appointed for a Plan pursuant to Section 4042 of ERISA;

         (b) PBGC notifies any Person of its determination that an event
described in Section 4042 of ERISA has occurred with respect to a Plan, that a
Plan should be terminated, or that a trustee should be appointed for a Plan;

         (c) Any Reportable Event occurs with respect to a Plan;

         (d) Any action occurs or is taken which could result in Lessee, Genesis
or any Subsidiary thereof or any Controlled Group Member becoming subject to
liability for a complete or partial withdrawal by any Person from a
Multiemployer Plan (including, without limitation, seller liability incurred
under Section 4204(a)(2) of ERISA), or Lessee, Genesis or any Subsidiary thereof
or any other Controlled Group Member receives from any Person a notice or demand
for payment on account of any such alleged or asserted liability; or

         (e) (i) There occurs any failure to meet the minimum funding standard
under Section 302 of ERISA or Section 412 of the Code with respect to a Plan, or
any tax return is filed showing any tax payable under Section 4971(a) of the
Code with respect to any such failure, or Lessee, Genesis or any Subsidiary
thereof or any other Controlled Group Member receives a notice of deficiency
from the Internal Revenue Service with respect to any alleged or asserted such
failure, or (ii) any request is made by any Person for a variance from the
minimum funding standard, or an extension of the period for amortizing unfunded
liabilities, with respect to a Plan.

         "Permits" has the meaning set forth in Section 4.1(l) of the
Participation Agreement.

         "Permitted Contest" means actions taken by a Person to contest in good
faith, by appropriate proceedings initiated timely and diligently prosecuted,
the legality, validity or applicability to any Site or any interest therein of
any Person of: (a) any law, regulation, rule, judgment, order, or other legal
provision or judicial or administrative requirements; (b) any term or condition

                                      A1-28


<PAGE>
of, or any revocation or amendment of, or other proceeding relating to, any
authorization or other consent, approval or other action by any Authority; or
(c) any Lien or Tax; provided that the initiation and prosecution of such
contest would not: (i) result in, or materially increase the risk of, the
imposition of any criminal liability on any Indemnitee; (ii) materially and
adversely affect the security interests created by the Operative Documents or
the right, title or interest of Agent or Lessor in or to any of the Sites or the
right of Lessor, Agent or any Lender to receive payment of the principal of or
interest on any Note, Equity Amount of or Yield on the Equity Amount, Rent or
the Lease Balance or any interest therein; or (iii) materially and adversely
affect the fair market value, utility or remaining useful life of any Site or
any interest therein or the continued economic operation thereof; and provided
further that in any event adequate reserves in accordance with GAAP are
maintained against any adverse determination of such contest (with the
determination of the adequacy of reserves taking into account the availability
of insurance from reputable insurers).

         "Permitted Exceptions" mean the exceptions set forth in the Title
Policies.

         "Permitted Investments" means (i) full faith and credit obligations of
the United States of America, or fully guaranteed as to interest and principal
by the full faith and credit of the United States of America, maturing in not
more than one year from the date such investment is made; (ii) certificates of
deposit having a final maturity of not more than one year after the date of
issuance thereof of a of any commercial bank incorporated under the laws of the
United States of America or any state thereof or the District of Columbia, which
bank is a member of the Federal Reserve System and has a combined capital and
surplus of not less than $500,000,000 and with a senior unsecured debt credit
rating of at least "A" by Moody's Investors Service, Inc. and "A" by Standard &
Poor's Ratings Group; (iii) commercial paper of companies, banks, trust
companies or national banking associations (in each case excluding Lessee and
its Affiliates) incorporated or doing business under the laws of the United
States or one of the States thereof, in each case having a remaining term until
maturity of not more than 180 days from the date such investment is made and
rated at least P-1 by Moody's Investors Service, Inc. or at least A-1 by
Standard & Poor's Ratings Group; and (iv) repurchase agreements maturing within
one year with any financial institution having combined capital and surplus of
not less than $500,000,000 with any of the obligations described in clauses (i)
through (iii) as collateral so long as title to the underlying obligations pass
to Lessor and such underlying securities shall be segregated in a custodial or
trust account for the benefit of Lessor.

                                      A1-29


<PAGE>
         "Permitted Liens" shall have the meaning set forth in the Credit
Agreement, but shall include (i) Lessor Liens and (ii) Permitted Exceptions.

         "Person" means an individual, corporation, partnership, joint venture,
association, joint-stock company, trust, limited liability company,
unincorporated organization or Authority.

         "Plan" means any employee pension benefit plan within the meaning of
Section 3(2) of ERISA (other than a Multiemployer Plan) covered by Title IV of
ERISA by reason of Section 4021 of ERISA, of which Lessee, Genesis or any
Subsidiary thereof or any other Controlled Group Member is or has been within
the preceding five years a "contributing sponsor" within the meaning of Section
4001(a)(13) of ERISA, or which is or has been within the preceding five years
maintained for employees of Lessee, Genesis or any Subsidiary thereof or any
other Controlled Group Member.

         "Plans and Specifications" means, with respect to a Site, the plans and
specifications for the Facility to be constructed on such Site, as amended or
supplemented from time to time.

         "Pledge Agreement" means the Second Amended and Restated Collateral
Agency Agreement dated as of October 7, 1996, in the form of Exhibit I-1 to the
Participation Agreement, as the same may be amended, modified, restated or
supplemented from time to time in accordance with the terms of the Participation
Agreement.

         "Postretirement Benefits" has the same meaning specified in the Credit
Agreement.

         "Present Value Amount" has the meaning set forth in Section 2.12 of the
Loan Agreement.

         "Prime Rate" means the interest rate per annum announced from time to
time by Mellon as its prime rate. The prime rate may be greater or less than
other interest rates charged by Mellon to other borrowers and is not solely
based or dependent upon the interest rate which Mellon may charge any particular
borrower or class of borrower. If the aforesaid rate changes from time to time
after the Document Closing Date, the Prime Rate shall be automatically increased
or decreased, as the case may be, without notice to Lessee, Lessor or any
Lender, as of the effective time of each change.

                                      A1-30


<PAGE>
         "Proceeds" has the meaning specified in Section 6.4 of the Lease.

         "Prohibited Transaction" means a transaction that is prohibited under
Code Section 4975 or ERISA Section 406 and not exempt under Code Section 4975 or
ERISA Section 408.

         "Punchlist Amount" has the meaning specified in Section 3.5(a) of the
Participation Agreement.

         "Purchase Agreement" means, for any Site, a purchase agreement between
the seller of such Site and Lessee, in form and substance acceptable to Agent
and counsel to the Participants.

         "Purchase Agreement Assignment" means, for any Site, the assignment of
the Purchase Agreement from Lessee to Lessor, substantially in the form of
Exhibit L to the Participation Agreement or in form otherwise reasonably
acceptable to Lessor and Agent, as the same may be amended, modified, restated
or supplemented from time to time in accordance with the terms of the
Participation Agreement.

         "Purchase Option" has the meaning specified in Section 6.2 of the
Lease.

         "Purchase Option Exercise Amount" means, as of any date of
determination, the sum of (a) the Lease Balance as of the date of purchase, plus
(b) all accrued but unpaid Rent, plus (c) all other sums then due and payable
under the Operative Documents by Lessee and any of its Affiliates.

         "Redeployment Rate" has the meaning set forth in Section 2.12 of the
Loan Agreement.

         "Redeployment Period" has the meaning set forth in Section 2.12 of the
Loan Agreement.

         "Regulated Activity" means the use, Release, generation, treatment,
storage, recycling, transportation or disposal of Hazardous Material to the
extent such activities are regulated by any Authority.

         "Regulations" mean the income tax regulations promulgated from time to
time under and pursuant to the Code.

         "Release" means the release, deposit, disposal or leak of any Hazardous
Material into or upon or under any land or water or air, or otherwise into the
                                      A1-31


<PAGE>

environment, including by means of burial, disposal, discharge, emission,
injection, spillage, leakage, seepage, leaching, dumping, pumping, pouring,
escaping, emptying, placement and the like.

         "Renewal Request" has the meaning set forth in Section 2.10 of the
Participation Agreement.

         "Renewal Term" has the meaning set forth in Section 2.4 of the Lease.

         "Rent" means Basic Rent and Supplemental Rent, collectively.

         "Rent Installment Period" means (i) with respect to any Lease
Supplement, the period commencing on (and including) the date of such Lease
Supplement and ending on (but excluding) the next succeeding Payment Date, and
thereafter, successive periods commencing on (and including) a Payment Date and
ending on (but excluding) the next succeeding Payment Date, and (ii) with
respect to the Lease, the period commencing on (and including) the date of the
initial Lease Supplement and ending on (but excluding) the next succeeding
Payment Date, and thereafter, successive periods commencing on (and including) a
Payment Date and ending on (but excluding) the next succeeding Payment Date.

         "Replacement Participant" has the meaning specified in Section 2.10 of
the Participation Agreement.

         "Reportable Event" has the same meaning specified in the Credit
Agreement.

         "Required Lenders" mean, as of the date of the determination, Lenders
having aggregate investments in the Overall Transaction (as measured by the
outstanding principal amount of the Loans then outstanding) equal to 51% or more
of all such investments (including, under all circumstances, Agent).

         "Required Participants" mean, as of the date of the determination,
Participants having aggregate investments in the Overall Transaction (as
measured by the outstanding principal amount of the Loans then outstanding and
the outstanding Equity Amount) equal to 51% or more of all such investments
(including, under all circumstances, Agent).

         "Responsible Officer" of a Person means the President, the Chief
Executive Officer, any Vice President, the Controller, the Treasurer or the
Chief Financial Officer of such Person.

                                      A1-32


<PAGE>
         "Restricted Subsidiaries" has the same meaning specified in the Credit
Agreement.

         "Sale Option" has the meaning specified in Section 6.3 of the Lease.

         "SEC" means the United States Securities and Exchange Commission.

         "Securities Act" means the Securities Act of 1933.

         "Securities Exchange Act" means the Securities Exchange Act of 1934.

         "Sellers" mean the sellers of the Sites to Lessor, identified on
Schedule III to the Participation Agreement.

         "Senior Officer" means the Chairman or Vice Chairman of the Board of
Directors, the Chairman or Vice Chairman of the Executive Committee of the Board
of Directors, the President, any Senior Vice President, the Chief Executive
Officer, the Chief Financial Officer or the Treasurer of Lessee.

         "Shortfall Amount" has the meaning set forth in Section 6.4(c) of the
Lease.

         "Site" has the meaning set forth in the Recitals to the Participation
Agreement, and shall include, without limitation, all of the right, title and
interest of the seller of the Site (or upon the acquisition of title to the Site
by Lessor, all right, title and interest of Lessor) in and to the following:

                  (A) the real property described in Schedule III attached to
         the Participation Agreement (the "Land"); all buildings, structures and
         other improvements now or in the future located on the Land (the
         "Improvements"; the Improvements and the Land are sometimes
         collectively referred to herein as the "Property");

                  (B) all the estate, right, title, claim or demand whatsoever
         of such Person, in possession or expectancy, in and to the Property or
         any part thereof;

                  (C) all right, title and interest of such Person in and to all
         of the fixtures, furnishings and fittings of every kind and nature
         whatsoever, and all appurtenances and additions thereto and
         substitutions or replacements thereof (together with, in each case,

                                      A1-33


<PAGE>
         attachments, components, parts and accessories) currently owned or
         subsequently acquired by the Mortgagor and now or subsequently attached
         to, or contained in or used or usable in any way in connection with any
         operation or letting of the Property (all of the foregoing in this
         paragraph (C) being referred to as the "Fixtures");

                  (D) all right, title and interest of such Person in and to all
         of the fixtures, chattels, business machines, machinery, apparatus,
         equipment, furnishings, fittings and articles of personal property of
         every kind and nature whatsoever, and all appurtenances and additions
         thereto and substitutions or replacements thereof (together with, in
         each case, attachments, components, parts and accessories) currently
         owned or subsequently acquired by Mortgagor and now or subsequently
         attached to, or contained in or used or usable in any way in connection
         with any operation or letting of the Property, including but without
         limiting the generality of the foregoing, all screens, awnings, shades,
         blinds, curtains, draperies, artwork, carpets, rugs, storm doors and
         windows, furniture and furnishings, heating, electrical, and mechanical
         equipment, lighting, switchboards, plumbing, ventilating, air
         conditioning and air-cooling apparatus, refrigerating, and incinerating
         equipment, escalators, refrigerators, elevators, loading and unloading
         equipment and systems, stoves, ranges, laundry equipment, cleaning
         systems (including window cleaning apparatus), telephones,
         communication systems (including satellite dishes and antennae),
         televisions, computers (excluding software), sprinkler systems and
         other fire prevention and extinguishing apparatus and materials,
         security systems, motors, engines, machinery, pipes, pumps, tanks,
         conduits, appliances, fittings and fixtures of every kind and
         description (all of the foregoing in this paragraph (D) being referred
         to as the "Equipment");

                  (E) all right, title and interest of such Person in and to all
         substitutes and replacements of, and all additions and improvements to,
         the Improvements and the Fixtures and Equipment, subsequently acquired
         by such Person or constructed, assembled or placed by such Person on
         the Land, immediately upon such acquisition, release, construction,
         assembling or placement, including, without limitation, any and all
         building materials whether stored at the Property or offsite, and, in
         each such case, without any further mortgage, conveyance, assignment or
         other act by such Person;

                                      A1-34


<PAGE>
                  (F) all right, title and interest of such Person in, to and
         under all books and records relating to or used in connection with the
         operation of the Property or the Fixtures or any part thereof; and all
         general intangibles related to the operation of the Improvements now
         existing or hereafter arising;

                  (G) all right, title and interest of such Person in and to all
         insurance policies (including title insurance policies) required to be
         maintained by Lessee pursuant to Article XI of the Lease, including the
         right to collect and receive such proceeds; and all awards and other
         compensation, including the interest payable thereon and the right to
         collect and receive the same, made to the present or any subsequent
         owner of the Property for the taking by eminent domain, condemnation or
         otherwise, of all or any part of the Property or any easement or other
         right therein; and

                  (H) all right, title and interest of such Person in and to (to
         the extent assignable) (i) all consents, licenses, building permits,
         certificates of occupancy and other governmental approvals relating to
         construction, completion, occupancy, use or operation of the Property
         or any part thereof and (ii) all plans and specifications relating to
         the Property.

         "Site Acquisition Date" has the meaning specified in Section 3.2 of the
Participation Agreement.

         "Standard Notice" means a notice of the Lessee for the conversion to or
renewal of any portion of the Loans or the Equity Amount to LIBO Rate Loans or
to Equity Amount which bears Yield based upon the LIBO Rate or for the making of
any Advance which shall bear interest or Yield based upon the LIBO Rate or for
the selection of an Interest Period for LIBO Rate Loans or for Equity Amount
which bears Yield based upon the LIBO Rate.

         "Stock Purchase Agreement" means that certain Stock Purchase Agreement
dated as of May 3, 1996 among Stock Sellers and Genesis, as amended.

         "Stock Sellers" means those Persons described on Schedule IV attached
hereto.

         "Structuring/Underwriting Fee" has the meaning specified in Section 2.6
of the Participation Agreement.

                                      A1-35


<PAGE>
         "Sublease" has the meaning specified in Section 12.1 of the Lease.

         "Subsidiary" has the meaning specified in the Credit Agreement.

         "Subtenant" has the meaning set forth in Section 12.1(a) of the Lease.

         "Supplemental Lease Balance" means the product of the Allocated Share
of the Lease Supplement in question and the Lease Balance.

         "Supplemental Rent" means any and all amounts, liabilities and
obligations other than Basic Rent which Lessee assumes or agrees or is otherwise
obligated or designated to pay under the Lease or any other Operative Document
(whether or not designated as Supplemental Rent) to Lessor, Agent, the Lenders
or any other Person, including amounts under Section 9.1 of the Lease,
Additional Costs and indemnities and damages for breach of any covenants,
representations, warranties or agreements.

         "Surviving Company" has the meaning set forth in Section 5.2 of the
Participation Agreement.

         "Taxes" and "Tax" mean any and all fees (including documentation,
recording, license and registration fees), taxes (including income (whether net,
gross or adjusted gross), financial institutions, franchise, gross receipts,
sales, rental, use, turnover, value-added, property, excise and stamp taxes),
levies, imposts, duties, charges, assessments or withholdings of any nature
whatsoever, together with any penalties, fines or interest thereon or additions
thereto.

         "Title Insurance Company" means Chicago Title Insurance Company and its
successors and assigns, or such other title insurance company as shall be
acceptable to Agent.

         "Title Policies" have the meaning specified in Section 3.2(d) of the
Participation Agreement.

         "Total Costs" means the sum of the Lessor's Costs plus Transaction
Costs funded by Lessor; provided, however, that Transaction Costs shall not
exceed $2,000,000 in the aggregate.

         "Total Funded Debt/Cash Flow Ratio" has the meaning specified in the
Credit Agreement.

                                      A1-36


<PAGE>
         "Transaction Costs" shall mean all transaction costs and expenses
incurred by Mellon as Agent for the Lessor and the Lenders, Lessee and Lessor in
connection with the preparation, negotiation, execution, delivery, performance
and administration of the Operative Documents and Agent's syndication of the
Notes pursuant to Section 6.7, in each case including without limitation (a) the
reasonable legal fees and expenses of special counsel to Mellon, as Agent for
Lessor and the Lenders (including, without limitation, reasonable fees and
expenses of counsel to Mellon, as Agent, in connection with the transfer by
Lessor of its interest in the Sites or the transfer by any of the Lenders of any
Notes from time to time), special Credit Agreement counsel to Mellon and special
counsel to Lessee, (b) reasonable legal fees and expenses of local counsel to
the Lessee, (c) the reasonable expenses of Lessor (including, without
limitation, residual value insurance premiums if any), (d) all appraisal fees
and expenses, including the cost of an appraisal obtained by Lessor with respect
to the Facilities upon a Lease Default or Lease Event of Default, (e) all costs
and expenses of the preparation of the Environmental Audits, (f) the
Structuring/Underwriting Fee, and (g) all recording, filing fees and expenses,
including fees and expenses of the Title Insurance Company. Certain Transaction
Costs (not to exceed $2,000,000 in the aggregate) incurred in connection with
the closing of this lease arrangement will be paid by Lessor pursuant to Section
9.9 of the Participation Agreement.

         "Treasury Rate" has the meaning specified in the Credit Agreement.

         "Turnover Date" has the meaning set forth in Section 12.1(b) of the
Lease.

         "UCC" means the Uniform Commercial Code of New York or any other
applicable jurisdiction.

         "Undeveloped Site" has the meaning set forth in the Recitals to the
Participation Agreement.

         "Unrestricted Entities" has the same meaning specified in the Credit
Agreement.

         "Yield" means during the Basic Term, (a) the applicable interest rate
payable from time to time pursuant to the Loan Agreement plus 300 basis points;
provided, that the Yield Rate for the Equity Amount for the Renewal Term, if
any, shall be determined by the mutual agreement of Lessor and Lessee; and
provided, further, that during any Holdover Period, the Applicable Margin

                                      A1-37


<PAGE>
(and thus, the Yield) shall be increased by 50 basis points. During any period
that the applicable interest rate payable with respect to the portion of any
Advance allocable to the Notes pursuant to the Loan Agreement is determined by
reference to a LIBO Rate, Yield on the portion of such Advance constituting a
portion of the Equity Amount shall be calculated on the basis of actual number
of days elapsed in a 360-day year. During any period that the applicable
interest rate payable with respect to the portion of any Advance allocable to
the Notes pursuant to the Loan Agreement is determined by reference to the Prime
Rate, Yield on the portion of such Advance constituting a portion of the Equity
Amount shall be calculated on the basis of actual number of days elapsed in a
365 or 366-day year, as applicable.

                                      A1-38


<PAGE>
                                   APPENDIX 2

                                       to
                             Participation Agreement

                  CONDITIONS PRECEDENT TO DOCUMENT CLOSING DATE

                  (a) Authorization, Execution and Delivery of Documents; No
Default. The Operative Documents shall have been duly authorized, executed and
delivered by each of the other parties thereto, shall (to the extent the form
and substance thereof shall not be prescribed hereby) be in form and substance
satisfactory to the Agent and an executed counterpart of each thereof shall have
been delivered to the Agent. Each Lender shall have received an original, duly
executed Note registered in such Lender's name. Each of the Participation
Agreement, the Lease, the Guaranty, the Loan Agreement, the Notes, the
Assignment of Lease and the other Operative Documents shall be in full force and
effect as to all other parties and no Lease Default or Lease Event of Default
shall have occurred or be continuing.

                  (b) Litigation. No action or proceeding shall have been
instituted or threatened nor shall any governmental action be instituted or
threatened before any Authority, nor shall any order, judgment or decree have
been issued or proposed to be issued by any Authority, to set aside, restrain,
enjoin or prevent the performance of this Agreement or any transaction
contemplated hereby or by any other Operative Document or which is reasonably
likely, in the sole opinion of the Agent, to have a Material Adverse Effect.

                  (c) Legality, etc. In the opinion of such Lender or its
counsel, the transactions contemplated by the Operative Documents shall not
violate any Applicable Laws and Regulations and no change shall have occurred or
been proposed in Applicable Laws and Regulations that would make it uneconomic
or illegal for any party to any Operative Document to participate in any of the
transactions contemplated by the Operative Documents or otherwise would prohibit
the consummation of any transaction contemplated by the Operative Documents or
expand the duties, obligations and risks of such Lender.

                  (d) Governmental Approvals. All necessary (or, in the
reasonable opinion of Lessor, Agent or either of their respective counsel,
advisable) Governmental Actions, in each case required by any Applicable Laws

                                      A2-1


<PAGE>
and Regulations, shall have been obtained or made and be in full force and
effect.

                  (e) Requirements of Law. In the reasonable opinion of Lessor,
Agent and their respective counsel, the transactions contemplated by the
Operative Documents do not and will not violate in any Applicable Laws and
Regulations and do not and will not subject Lessor, Agent or any Lender to any
adverse regulatory prohibitions or constraints.

                  (f) Opinions; Local Counsel Questionnaires. The following
opinions, each dated the Document Closing Date (or, in the case of clauses (iii)
and (iv) below, in the discretion of Agent, on the applicable Site Acquisition
Date), substantially in the form set forth in the Exhibit noted below, and
containing such other matters as the parties to whom they are addressed shall
reasonably request, shall have been addressed to each of Lessor, Agent and the
Lenders, and delivered to Lessor and Agent:

                      (i) the opinion of Ira Gubernick, Esq., in-house counsel
         for Lessee (Exhibit E-1).

                      (ii) the opinion of Blank Rome Comisky & McCauley, special
         counsel for Lessee (Exhibit E-2);

                      (iii) the opinion of Holland & Knight ("Special Florida
         Counsel"), special Florida counsel for Genesis (Exhibit E-3);

                      (iv) the opinion of Ober, Kaler, Grimes & Shriver
         ("Special Virginia Counsel"), special Virginia counsel for Genesis
         (Exhibit E-3); and

                      (v) the opinion of Blank, Rome, Comisky & McCauley,
         special counsel for Genesis (Exhibit E-4).

In addition, not less than five (5) days prior to the Document Closing Date,
local counsel questionnaires (responding to the matters set forth in Exhibit E-5
and such other matters as Agent shall request) for Florida and Virginia,
prepared by Special Florida Counsel and Special Virginia Counsel, respectively,
and addressed to Lessor, Agent and the Lenders, shall have been delivered to
Agent and shall be in form and substance acceptable to Agent.

                                      A2-2


<PAGE>

                      (g) Corporate Status and Proceedings. On or prior to the
         Document Closing Date, each of the Lenders, Lessor and Agent shall have
         received:

                  (i) certificates of existence and good standing with respect
         to Lessee from (A) the Secretaries of State of the State of its
         incorporation and (B) the Secretary of State of the State of its
         principal place of business, each dated no earlier than the 10th day
         prior to the Document Closing Date;

                  (ii) copies of Lessee's certificate of incorporation,
         certified by the Secretary of State of the State of its incorporation
         no earlier than the 10th day prior to the Document Closing Date; and

                  (ii) with respect to Lessee, an Officer's Certificate
         substantially in the form of Exhibit F, dated the Document Closing
         Date, with respect to such Person's governing documents, resolutions
         and incumbent officers, representations and warranties and absence of
         defaults.

                  (h) Lessor Officer's Certificate. Each Lender and Agent shall
have received (x) a certificate of the Secretary or Assistant Secretary of
Lessor attaching and certifying as to (i) the corporate authority for the
execution, delivery and performance by Lessor of each Operative Document to
which it is or will be a party, (ii) its organizational documents, (iii) its
by-laws, and (iv) the incumbency and signature of persons authorized to execute
and deliver such documents on behalf of Lessor and (y) a good standing
certificate from the appropriate Authority as to Lessor's good standing.

All documents and instruments required to be delivered on the Document Closing
Date shall be delivered at the offices of Mayer, Brown & Platt in New York, New
York, or at such other location as may be determined by the Lessor, Agent and
Lessee.

                  (i) Filings and Recordings. All filings or recordings
         enumerated and described in Schedule 4.1B hereof, as well as all other
         filings and recordings necessary or advisable, including precautionary
         financing statements, in the opinion of Agent or counsel to Agent, to
         perfect the rights, titles and interests of Lessor, the Lenders, the
         Guarantors and Agent intended to be created by the Operative Documents
         shall have been made, or shall have been arranged to be made promptly
         thereafter, in the appropriate places or offices, including any
         recordings and filings necessary to create, perfect, preserve and
         protect (i) Lessor's interest in the Land Interests and the Facilities
         and

                                      A2-3


<PAGE>
                  (ii) a first mortgage lien on all Land Interests and
         Facilities included in the Collateral, subject in both cases, to
         Permitted Exceptions and the rights of Lessee under the Lease. All
         recording and filing fees and taxes with respect to any recordings or
         filings made pursuant to this Agreement shall have been paid in full,
         and satisfactory evidence thereof shall have been delivered to Agent,
         or arrangements for such payment shall have been made to the
         satisfaction of Agent.

                  (j) Survey. Lessee shall have delivered, or shall have caused
to be delivered, to Agent, with sufficient counterpart originals for Agent to
distribute to Lessor and each Lender, and counsel to the Lenders an ALTA survey
of each Site to be acquired on or prior to the Document Closing Date in a form
satisfactory to the Title Insurance Company and showing no state of facts
unsatisfactory to Agent and counsel to the Lenders, which survey shall be
certified to Lessor and Agent.

                  (k) Title Insurance. Lessor shall have received from the Title
Insurance Company its ALTA 1992 owner's policy of title insurance, acceptable in
form and substance to Agent and counsel to the Lenders (the "Lessor's Policy")
(or a final hand-marked original thereof signed by the Title Insurance Company)
containing all of the provisions to be included in such policy by the Title
Insurance Company, in which case Lessor shall receive a clean, final original of
such policy within thirty (30) days), insuring that Lessor has good and
marketable title to each Site being purchased by Lessor on or prior to the
Document Closing Date, subject to the Lease and such other exceptions to title
as are reasonably acceptable to Agent and counsel for the Lenders, together with
complete, legible copies of all encumbrances, maps and surveys of record. Agent,
for the benefit of the Lenders shall have received from the Title Insurance
Company its ALTA 1992 form of loan policy of title insurance (the "Loan Policy";
together with the Lessor's Policy, the "Title Policies"), reasonably acceptable
in form and substance to Agent and counsel for the Lenders, insuring the
creation under the Mortgage in favor of Agent and the Lease in favor of Lessor
of a valid first priority mortgage lien against the Land Interest, subject to
such exceptions to title as are reasonably acceptable to Agent and counsel for
the Lenders, together with to the extent available complete, legible copies of
all encumbrances, maps and surveys of record. Each of the Title Policies shall
be dated as of the applicable Site Acquisition Date, shall be in an amount equal
to the Fair Market Sales Value of such Site as of such date and, to the extent
permitted under Applicable Laws and Regulations and to the extent applicable to
each type of policy, and to the extent available within the applicable

                                      A2-4


<PAGE>
jurisdiction at reasonable prices, shall (x) contain affirmative endorsements as
to mechanics' liens, usury, doing business, zoning (with express parking
coverage), easements and rights-of-way, comprehensive coverage, encroachments,
rights of access and survey matters, (y) delete the creditors' rights exclusion
and the general exceptions to coverage, and (z) contain such other endorsements
as reasonably requested by Agent.

                  (l) Environmental Audit. Prior to the Document Closing Date,
Agent shall have received an Environmental Audit for each Site to be acquired on
or prior to the Document Closing Date, which shall be in form and substance
acceptable to Agent in its sole and absolute discretion.

                  (m) Zoning. In the event that, with respect to a Site to be
acquired on or prior to the Document Closing Date, an ALTA 3.1 Zoning
Endorsement (with express parking coverage) was not obtained in connection with
the Title Policies for such Site, Agent on behalf of the Lenders shall receive a
copy of the applicable zoning ordinance, special use permit or other
Governmental Action covering such Site, and such evidence as Agent may require
(including without limitation the written certification of Lessee's certified
professional engineer or registered architect or any other person satisfactory
to Agent) that the zoning of such Site is satisfactory and compatible with the
Facility located thereon.

                  (n) Deed and Bill of Sale; Ground Lease. As to any Site to be
acquired on or prior to the Document Closing Date, Agent shall have received (i)
a Deed conveying to Lessor such Site, if any, or other improvements, if any,
located on such Site, and (ii) a Bill of Sale conveying any portion of any such
Facility or improvements which do not or may not constitute real estate under
Applicable Law (provided that no Bill of Sale shall be required if the form of
Deed used purports to convey title to the items which would otherwise be
conveyed in the Bill of Sale and if such Deed is in fact sufficient under
applicable law to convey title to such items); provided, however, that for any
Non-Acquired Land Interest, the Deed described in clause (i) shall convey only
the related Facility and, in addition, Agent shall have received a Ground Lease
of the Non-Acquired Land Interest from Lessee or one of its affiliates
(whichever shall acquire such Land Interest), as ground lessor, to Lessor, as
ground lessee.

                  (o) Lease Supplement. Agent shall have received original
counterparts of the Lease Supplement executed by Lessee and Lessor with respect
to each Site or Group to be acquired on or prior to the Document Closing Date; 

                                      A2-5


<PAGE>

provided that only Agent shall receive and retain the one original thereof
marked as the sole original counterpart for UCC purposes.

                  (p) Mortgage. Agent shall have received a Mortgage duly
executed by Lessor with respect to each Site to be acquired on or prior to the
Document Closing Date.

                  (q)Assignment of Lease; Consent of Lessee. Agent shall have
received an Assignment of Lease duly executed by Lessor, with the consent
thereto duly executed by Lessee, with respect to the Lease.

                  (r) Filings and Recordations. Agent shall have received
evidence reasonably satisfactory to it that each of the Deeds, the Florida Lease
Supplement, the Mortgages and the Assignment of Lease delivered shall have been
or are being recorded with the appropriate Authorities in the order in which
such documents are listed in this clause, and the UCC Financing Statements with
respect to the Facilities acquired shall have been or are being filed with the
appropriate Authorities.

                  (s) Insurance. Insurance complying with the provisions of
Article XI of the Lease shall be in full force and effect as evidenced by
certificates of insurance, broker's reports or insurance binders delivered to
Lessor in form and substance reasonably satisfactory to Agent.

                  (t) Appraisal. Not less than ten (10) Business Days prior to
the Document Closing Date, Agent shall have received and will deliver to Lessor
and each Lender an appraisal (the "Appraisal") which will establish (by the use
of appraisal methods satisfactory to the Lenders) that, as of the date such Site
becomes subject to the Lease, such Site will have a Fair Market Sales Value of
not less than the amount allocated to such Site on Schedule III. The Appraisal
will also establish the Fair Market Sales Value of such Site as of the end of
the Base Term and the Renewal Term. The Appraisal will be prepared in accordance
with the Financial Institutions Reform Recovery and Enforcement Act of 1989 and
will be performed by an independent appraisal company chosen by Agent.

                  (u) FIRPTA Affidavit. Lessee shall have caused the seller of
the Land Interest to be acquired on the Document Closing Date to deliver to
Agent either (i) a FIRPTA Affidavit in customary form or (ii) if such seller is
a "foreign person" as defined in Section 1445 of the Code, evidence that a
portion of the sales price to be paid to such seller has been withheld, if so

                                      A2-6


<PAGE>
required, in accordance with the provisions of the Code and the Regulations.

                  (v) No Event of Loss. No Event of Loss shall have occurred in
respect of any Site to be acquired on or prior to the Document Closing Date. No
action shall be pending or threatened by an Authority to initiate a Condemnation
or an Event of Taking in respect of any Site to be acquired on or prior to such
date.

                  (w) Appraised Value Limitation; 25% Test. The appraised value
of the Land Interest of any Site or Group to be acquired on or prior to the
Document Closing Date shall not exceed twenty-five percent (25%) of the
forecasted Fair Market Sales Value of such Site or Group (on an "as-built"
basis).

                  (x) Good Standing. Lessee shall have delivered to Agent a
certificate issued by the office of the secretary of state of the jurisdiction
in which any Land Interest to be acquired or is located indicating that Lessee
is a foreign corporation in good standing under the laws of such jurisdiction.

                  (y) Stock Purchase Agreement; Assignment. Lessee shall have
caused Genesis to execute and deliver to Agent a certified copy of the Stock
Purchase Agreement, together with the Assignment of Rights under Stock Purchase
Agreement.

                  (z) Credit Agreement. Lessee shall have caused Genesis to
execute and deliver to Agent a certified copy of the Credit Agreement.

                  (aa) Number of Counterparts. Whenever Agent is to have
received any document, agreement or opinion pursuant to the Participation
Agreement, such condition shall require that Agent has received sufficient
counterpart originals for Agent to distribute to Lessor and each Lender unless
otherwise specifically approved by Agent.

                                      A2-7


<PAGE>


                                Investor's Letter

                      EXHIBIT G TO PARTICIPATION AGREEMENT

                            FORM OF INVESTOR'S LETTER

                                     [Date]

Mellon Financial Services
  Corporation #4

One Mellon Bank Center
Rm 151-4444
Pittsburgh, PA 15258-0001
Attention:  Leasing Group

Mellon Bank, N.A.
Plymouth Meeting Executive Campus
610 West Germantown Pike
Suite 200
Plymouth Meeting, PA 19462
Attention:  Carol Paige

Genesis Eldercare Properties, Inc.
148 West State Street
Kennett Square, PA 19348
Attention:  George V. Hager, Jr.

Ladies and Gentlemen:

         Capitalized terms used in this letter and not otherwise defined herein,
unless the context otherwise requires, shall have the meanings assigned thereto
in Appendix 1 to that certain Amended and Restated Participation Agreement (the
"Participation Agreement"), dated as of October 7, 1996, among Genesis Eldercare
Properties, Inc., as Lessee; Mellon Financial Services Corporation #4, as
Lessor; the Persons named on Schedule I thereto (together with their respective
permitted successors, assigns and transferees), as Lenders; and Mellon Bank,
N.A., a national banking association, not in its individual capacity except as
expressly stated therein, but solely as Agent for Lessor and Lenders.

         The undersigned has agreed to purchase: [check applicable box]

                                       G-1


<PAGE>
|_|      (1)      the Note numbered Note No. __, dated as of ________,

                  199_ and in an original principal amount of

                  __________________ Dollars ($__________) from

                  -------------,

|_|      (2)      a portion, in the amount of $___________,  of the Note
                  numbered Note No. __, dated as of ________, 199_ and in
                  an original principal amount of __________________

                  Dollars ($__________) from _____________ (the "Current
                  Holder"), or

|_|      (3)      loan participation, in the amount of $___________,  of
                  the Note numbered Note No. __, dated as of ________,

                  199_ and in an original principal amount of

                  __________________ Dollars ($__________) from

                  -------------,

and desires that Lessee and Agent consent to the purchase by the undersigned of
the afore-described interest and:

         in the case of clause (1) above, Lessor, as borrower, shall
         execute and deliver to the undersigned a new Note in the
         current principal amount of Note No. __ in the name of the
         undersigned, or

         in the case of clause (2) above, Lessor, as borrower, shall execute and
         deliver (i) to the undersigned a new Note in the principal amount of
         $____________ in the name of the undersigned, and (ii) to the Current
         Holder a new Note in the principal amount of the excess of the current
         principal amount of Note No. __ over the amount specified in the
         immediately preceding clause(i).

         The undersigned hereby represents and warrants as of the date hereof to
the addressees hereof as follows:

         (a) The transfer of the Note, or the portion thereof or loan
participation therein being purchased by the undersigned (the Note or such
portion or loan participation, as applicable, is called the "Note Interest"), to
the undersigned is not to or in connection with any arrangement or understanding
in any way involving any employee benefit plan (or its related trust), as
defined in Section 3(3) of ERISA, or with the assets of any such plan (or its
related trust), as defined in Section 4975(e)(1) of the Code (other than a
governmental plan, as defined in Section 3(32) of ERISA);

                                       G-2


<PAGE>
         (b) The Note Interest is being acquired by the undersigned for
investment and not with a view to the resale or distribution of such interest or
any part thereof, but without prejudice, however, to the right of the
undersigned at all times to sell or otherwise dispose of all or any part of such
interest under a registration available under the Securities Act of 1933, as
amended, or under an exemption from such registration available under such Act,
it being understood that the disposition by the undersigned of the Note Interest
to be purchased by the undersigned shall, at all times, remain entirely within
its control;

         (c) Neither the undersigned nor any Person authorized to act on its
behalf has directly or indirectly offered to sell the Note Interest or the
related Note or any security similar thereto, to, or otherwise approved or
negotiated with respect thereto with, anyone other than the Lenders, and neither
it nor any Person authorized to act on its behalf will so offer or sell in
violation of Section 5 of the Securities Act of 1933, as amended, or securities
or blue sky law of any applicable jurisdiction;

         (d) The representations and warranties set forth in Section 4.2 of the
Participation Agreement are accurate with respect to the undersigned (other than
as such representations and warranties relate to the execution and delivery of
Operative Documents);

         (e) The undersigned agrees to be bound by the provisions of Section 6.3
of the Participation Agreement in connection with its acquisition of the Note
Interest and any subsequent transfer thereof; and

         (f) In the case of a purchase as described in clause (1) or clause (2)
above, such purchase is being made pursuant to the Assignment and Assumption in
the form of Exhibit G-1 attached hereto (which is in the form of Exhibit O to
the Participation Agreement). In the case of a purchase of a loan participation
as described in clause (3) above, such purchase is being made pursuant to the
Loan Participation Agreement in the form attached hereto [attach form of Loan
Participation Agreement].

         The undersigned acknowledges that by execution of this letter it shall
be bound by all obligations (whether or not accrued) under and, in the case of a
transfer of the Note or a portion thereof as described in clause (1) or (2)
above, shall

                                       G-3


<PAGE>
have become a party to, all Operative Documents to which its transferor was a
party.

         The undersigned understands that neither the Note or the Note Interest
has been or will be registered or qualified under the Securities Act of 1933, as
amended, or any securities or "blue sky" laws of any jurisdiction and that
neither Agent nor Lessee nor any Participant has an obligation to effect such
registration or otherwise assist in the disposition of the Note or Note
Interest.

                                                     Very truly yours,

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




                                                     By:________________________
                                                     Name Printed:______________
                                                     Title:_____________________

Consent to the acquisition of the aforementioned Note Interest by:

GENESIS ELDERCARE PROPERTIES, INC.,

as Lessee

By:_______________________________
Name:_____________________________
Title:____________________________

MELLON BANK, N.A., not in its individual
capacity, but solely as Agent

By:_______________________________
Name:_____________________________
Title:____________________________

                                       G-4


<PAGE>
                                 EXHIBIT G-1 TO
                                INVESTOR'S LETTER


                                       G-5


<PAGE>


                                           Assignment of Lease and Agreement and
                                                           Lease Supplements and
                                                Memoranda of Lease and Agreement

                      EXHIBIT H TO PARTICIPATION AGREEMENT

                  FORM OF ASSIGNMENT OF LEASE AND AGREEMENT AND
             LEASE SUPPLEMENTS AND MEMORANDA OF LEASE AND AGREEMENT

This instrument was prepared by
and upon recordation should be
returned to:

Robert E. Gordon, Esq.
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois  60603

                      ASSIGNMENT OF LEASE AND AGREEMENT AND
                    LEASE SUPPLEMENTS AND MEMORANDA OF LEASE

                                  AND AGREEMENT

                          Dated as of __________, 1996

                                     between

                            MELLON FINANCIAL SERVICES

                                 CORPORATION #4,

                                    as Lessor

                                       and

                               MELLON BANK, N.A.,

                              as Agent and Assignee

<PAGE>
                                TABLE OF CONTENTS

Section 1.  COLLATERAL ASSIGNMENT OF LEASE..........................H-1

Section 2.  ASSIGNMENT AS COLLATERAL SECURITY.......................H-3

Section 3.  PAYMENTS UNDER THE LEASE................................H-4

Section 4.  POWER OF ATTORNEY IN RESPECT OF THE LEASE...............H-4

Section 5.  ASSIGNEE DESIGNATED RECIPIENT...........................H-5

Section 6.  ALLOCATION PURSUANT TO .................................H-5

Section 7.  IRREVOCABILITY; SUPPLEMENTAL INSTRUMENTS................H-5

Section 8.  AMENDMENTS OR TERMINATION OF THE LEASE..................H-5

Section 9.  LESSEE'S CONSENT AND AGREEMENT..........................H-5

Section 10. REMEDIES CUMULATIVE.....................................H-6

Section 11. MISCELLANEOUS...........................................H-6

ATTACHMENTS TO                              ASSIGNMENT OF LEASE:

Exhibit A      -                            Legal Description

Consent and Agreement of Lessee

                                       -i-


<PAGE>
         THIS ASSIGNMENT OF LEASE AND AGREEMENT AND LEASE SUPPLEMENT AND
MEMORANDUM OF LEASE AND AGREEMENT dated as of July 24, 1996 (herein, as the same
may be amended or supplemented from time to time, called this "Assignment
Agreement"), is between MELLON FINANCIAL SERVICES CORPORATION #4, a Pennsylvania
corporation, as Lessor ("Lessor") and MELLON BANK, N.A., as Agent and assignee
(the "Assignee").

         Capitalized terms not otherwise defined in this Assignment Agreement
shall have the respective meanings assigned thereto in the Appendix 1 to that
certain Participation Agreement, dated as of July 24, 1996 (the "Participation
Agreement"), by and among Genesis Eldercare Properties, Inc. ("Lessee"), a
Pennsylvania corporation, Lessor, Assignee and the Lenders set forth therein
(the "Lenders").

                                    RECITALS:

         WHEREAS, the Sites legally described on Exhibit A attached hereto, have
been leased by Lessor to Lessee pursuant to a Lease and Agreement, dated as of
July 24, 1996, together with, for each Site, a Lease Supplement and Memorandum
of Lease and Agreement (herein, said Lease and Agreement, together with all
Lease Supplements and Memoranda of Lease and Agreement, as the same may be
amended or supplemented from time to time as permitted thereby and by the
Operative Documents, are collectively called the "Lease");

         WHEREAS, Lessor has entered into the Participation Agreement with
Assignee, Lessee and the Lenders party thereto providing, among other things,
for the commitment of the Lenders to assist in financing Lessor's acquisition of
the Sites by making Loans to be evidenced by the respective Notes. Such Loans as
evidenced by the Notes (i) mature on July 24, 2001 and (ii) bear interest on the
unpaid principal amount thereof from time to time outstanding at the interest
rate per annum determined as provided in and payable as specified in the Loan
Agreement; and

         WHEREAS, Lessor is entering into this Assignment Agreement in order to
induce the Lenders to make Loans to Lessor and as additional security for the
purchase of the Notes.

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, Lessor hereby agrees for the benefit of Assignee as follows:

         Section 1. COLLATERAL ASSIGNMENT OF LEASE. Lessor, in consideration of
the premises and for other good and valuable consideration, the receipt whereof

                                       H-1


<PAGE>
is hereby acknowledged, and as security for the payment of the principal of, and
all interest and all other sums payable on, the Notes and all other sums payable
by Lessor to Assignee under the Loan Agreement or under any of the other
Operative Documents and the performance and observance by Lessor for the benefit
of Assignee or the Lenders of the provisions of each thereof, whether contained
therein or incorporated therein by reference, has assigned, transferred,
conveyed and set over, and by these presents does assign, transfer, convey and
set over, to Assignee, for the benefit of Assignee and the Lenders, all of
Lessor's interest in, to and under the Lease and all of Lessor's estate, right,
title, interest, claim and demand as Lessor under the Lease, and all existing or
future amendments, supplements or modifications of the Lease;

         TOGETHER WITH all rights, powers, privileges, options and other
benefits of Lessor under the Lease, including, without limitation (a) the right
to receive and collect all Rent, income, revenues, issues, profits, Loss
Proceeds, bankruptcy claims, liquidated damages, purchase price proceeds
(pursuant to Article VI of the Lease, or otherwise), the Applicable Percentage
Amount, and other payments, tenders and security payable to or receivable by
Lessor under the Lease, to be applied in accordance with Section 3.3 of the Loan
Agreement; (b) the right, subject to the provisions of Section 9.5 of the
Participation Agreement and not to the exclusion of Lessor, to give and withhold
all waivers, consents, modifications, amendments and agreements under or with
respect to the Lease; (c) the right, not to the exclusion of Lessor, to give and
receive copies of all notices and other instruments or communications under or
pursuant to the Lease; (d) the right to take such action upon the occurrence and
during the continuance of a Lease Event of Default as shall be permitted by the
Lease or by Applicable Laws and Regulations; and (e) the right to do any and all
other things whatsoever which Lessor or any lessor under the Lease, as the case
may be, is or may be entitled to do thereunder;

         TOGETHER WITH the right and power to execute and deliver as agent and
attorney-in-fact of Lessor under the Lease an appropriate deed, bill of sale or
other instruments of transfer necessary or appropriate for the conveyance and
transfer to Lessee of Lessor's interest in the Sites pursuant to Article VI of
the Lease, and all interests of Lessor therein and to perform in the name and
for and on behalf of Lessor, as such agent and attorney-in-fact, any and all
other necessary or appropriate acts with respect to any such purchase,
conveyance and transfer;

                                       H-2


<PAGE>
         TOGETHER WITH the right, not to the exclusion of Lessor, to inspect the
Sites and all records relating thereto and to enforce performance or observance
by the Lessee of any of such rights by the exercise of the right to proceed by
appropriate court action or actions, either at law or in equity, to enforce
performance by Lessee of the applicable covenants and terms or to recover
damages for the breach thereof;

         EXCLUDING FROM all of the foregoing the Excluded Amounts.

         TO HAVE AND TO HOLD the same unto Assignee and its successors and
assigns forever.

         Section 2. ASSIGNMENT AS COLLATERAL SECURITY. The assignment made
hereby is executed as collateral security, and the execution and delivery hereof
shall not in any way impair or diminish any obligations of Lessor as lessor
under the Lease or of Lessor, Assignee, the Guarantor or any Lender under any of
the other Operative Documents, nor impair, affect or modify any of the terms and
conditions of the Notes or the Loan Agreement or any of the other Operative
Documents securing the Notes, nor shall any of the obligations of Lessor or of
any other Person under any of the Operative Documents (other than the express
obligations of Assignee) be imposed upon Assignee, including, but not limited
to, collecting Rent or enforcing performance by Lessee or the Guarantor.

         Without limiting the generality of the foregoing, Assignee shall not be
obligated to perform or discharge, nor does Assignee hereby undertake to perform
or discharge, any obligation, duty or liability of Lessor under the Lease, or of
Lessor under any of the other Operative Documents, or under or by reason of this
Assignment Agreement and the Lessor does hereby waive any and all liability,
loss or damage which may or might be asserted against Assignee by reason of any
alleged obligations or undertakings on its or their part to perform or discharge
any of the terms, covenants or agreements contained in the Lease to be performed
or discharged by Lessor thereunder, provided, however, if Assignee does
undertake any such action pursuant to the terms, conditions and restrictions
contained in this Assignment Agreement and the other Operative Documents, Lessor
shall retain any rights it may have with respect thereto under the Operative
Documents or by law or in equity, and Assignee shall be liable for its gross
negligence or willful misconduct. It is further understood and agreed that this
Assignment Agreement shall not operate to (i) place responsibility for the
control, care, management or repair of the Sites upon Assignee, nor for the
carrying out of any of the terms and conditions of the Lease or of any of the
other Operative Documents (except to the extent expressly provided therein), 

                                       H-3


<PAGE>
in any such case binding upon or applicable to Lessor, or (ii) make
Assignee responsible or liable for any waste with respect to the Sites by Lessee
or any Person other than by Assignee, or for any dangerous or defective
condition of the Sites, or for any negligence of the management, upkeep, or
repair or control of the Sites resulting in loss or injury or death to Lessee,
any sublessee, sublessor, licensee, employee or stranger other than by Assignee.

         Section 3. PAYMENTS UNDER THE LEASE. Lessor hereby directs Lessee to
pay to Assignee, as and when due pursuant to the Lease, the Applicable
Percentage Amount, all Basic Rent, all Supplemental Rent and all payments
pursuant to Articles IV and VI of the Lease, purchase proceeds or avails,
income, Loss Proceeds, and other sums paid or payable to Lessor pursuant to the
Lease (but excluding any indemnity payments or reimbursements to Lessor from
Lessee pursuant to the Lease or otherwise).

         Assignee may, at its option, although it shall not be obligated to do
so, and without waiving or releasing any obligation or Loan Event of Default, at
any time perform any Lease covenant required to be performed by Lessor for and
on behalf of Lessor and may recover any money advanced for any such purpose from
Lessor on demand, with interest at the Overdue Rate from the date of
advancement; and (b) Assignee is authorized to endorse, in the name of Lessor,
any item, howsoever received by it, representing any payment on or other
proceeds (including Loss Proceeds) of the Lease (including, without limitation,
all Basic Rent, Supplemental Rent, payments pursuant to Articles IV and VI of
the Lease, purchase proceeds or avails, income, Loss Proceeds and other sums
paid or payable to Lessor pursuant to the Lease) and to endorse and deliver, in
the name of Lessor, any instrument or other item of the Rent held by Assignee
hereunder, in connection with the sale or collection of the Rent.

         Section 4. POWER OF ATTORNEY IN RESPECT OF THE LEASE. Lessor does
hereby irrevocably constitute and appoint Assignee its true and lawful attorney
with an interest and full power of substitution, for it and in its name, place
and stead to do any or all of the following (a) ask, demand, collect, receive,
receipt for, sue for, compound and give acquittance for the Recourse Deficiency
Amount, all Basic Rent, Supplemental Rent, payments pursuant to Articles IV and
VI of the Lease, purchase proceeds or avails, income, Loss Proceeds and other
sums paid or payable to Lessor pursuant to the Lease and other sums which are
assigned under Section 1 hereof, and (b) without limiting the provisions of the
foregoing clause (a) hereof, during the continuance of any Lease Event of
Default under the Lease, sue for, compound and give acquittance for, or settle,
adjust or compromise any claim for any and all such Rent, purchase proceeds or

                                       H-4


<PAGE>
or avails, income, Loss Proceeds and other sums which are assigned under Section
1 hereof as fully as Lessor could itself do, and in its discretion to file any
claim or take any other action or proceedings, either in its own name or in the
name of Lessor or otherwise, which Assignee may deem necessary or appropriate to
protect and preserve the right, title and interest of Assignee in and to such
Rent and other sums and security intended to be afforded hereby.

         Section 5. ASSIGNEE DESIGNATED RECIPIENT. Lessor hereby directs Lessee
to deliver or remit directly to Assignee at its address set forth in the
Participation Agreement the Applicable Percentage Amount, all Basic Rent, all
Supplemental Rent, payments pursuant to Articles IV and VI of the Lease,
purchase proceeds or avails, income, Loss Proceeds and other sums paid or
payable to Lessor pursuant to the Lease by wire transfer of Federal or other
funds current and immediately available to Assignee on the due date thereof.

         Section 6. ALLOCATION PURSUANT TO LOAN AGREEMENT. Notwithstanding
anything contained herein to the contrary, the Applicable Percentage Amount, any
and all Basic Rent, Supplemental Rent, payments pursuant to Articles IV and VI
of the Lease, purchase proceeds or avails, income, Loss Proceeds and other sums
paid to or received or collected by or on behalf of Assignee shall be paid,
allocated and distributed pursuant to the terms of, and in the order of priority
provided for in, Section 3.3 of the Loan Agreement.

         Section 7. IRREVOCABILITY; SUPPLEMENTAL INSTRUMENTS. Lessor agrees that
the collateral assignment made hereby and the designation and direction to
Lessee hereinabove set forth are irrevocable, and that Lessor will not, while
said collateral assignment is in effect or thereafter until Lessee has received
from Assignee written notice of the termination of said collateral assignment,
make any other assignment, designation or direction inconsistent therewith, and
that any assignment, designation or direction inconsistent therewith shall be
void. Lessor will from time to time, upon request of Assignee, execute all
instruments of further assurance and all such supplemental instruments as
Assignee may reasonably specify.

         Section 8. AMENDMENTS OR TERMINATION OF THE LEASE. Except as otherwise
permitted under Section 9.5 of the Participation Agreement, Lessor agrees that
it will not enter into any agreement amending, supplementing, hypothecating,
waiving, discharging or terminating the Lease.

                                       H-5


<PAGE>
                  Section 9. LESSEE'S CONSENT AND AGREEMENT. The consent and
agreement by Lessee to the provisions of this Assignment Agreement is attached
hereto.

         Section 10. REMEDIES CUMULATIVE. Each right, power and remedy of
Assignee provided for in this instrument or now or hereafter existing at law or
in equity or by statute or otherwise shall be cumulative and concurrent and
shall be in addition to every other right, power or remedy provided for in this
Assignment Agreement or in any other Operative Document or now or hereafter
existing at law or in equity or by statute or otherwise and the exercise or
beginning of the exercise by Assignee of any one or more of such rights, powers
or remedies shall not preclude the further exercise thereof or the simultaneous
or later exercise by Assignee of any or all such other rights, powers or
remedies. No failure or delay on the part of Assignee to exercise any such
right, power or remedy (including, without limitation, the granting by Assignee
of consent to any action by Lessor) shall operate as a waiver thereof. Lessor
stipulates that the remedies at law in respect of any default or threatened
default by Lessor in the performance of or compliance with any of the terms of
this Assignment Agreement are not and will not be adequate, and that any of such
terms may be specifically enforced by a decree for specific performance or by an
injunction against the violation of any terms or otherwise.

         Section 11.  MISCELLANEOUS.

                  (a) All notices, requests, offers, consents and other
instruments given pursuant to this Assignment Agreement shall be delivered in
accordance with Section 9.3 of the Participation Agreement.

                  (b) This Assignment Agreement shall be binding upon, inure to
the benefit of and be enforceable by, the respective successors and assigns of
the parties hereto. The headings to the various paragraphs of this Assignment
Agreement have been inserted for convenience reference only and shall not
modify, define, limit or expand the express provisions of this Assignment
Agreement. Neither this Assignment Agreement nor any provision hereof may be
amended, modified, waived, discharged or terminated orally, but only by an
instrument signed by the parties hereto. If any provision of this Assignment
Agreement or any application thereof shall be invalid or unenforceable, the
remainder of this Assignment Agreement and any other application of such
provision shall not be affected thereby.

                  (c) This Assignment Agreement may be executed in counterparts,
each of which shall be deemed an original, and such counterparts shall 

                                       H-6


<PAGE>
constitute but one and the same Assignment Agreement. It shall not be necessary
in making proof of this Assignment Agreement to produce or account for more than
one such counterpart signed by the party against which enforcement of this
Assignment Agreement is sought.

                  (d) THIS ASSIGNMENT AGREEMENT HAS BEEN DELIVERED IN, AND SHALL
IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE COMMONWEALTH OF PENNSYLVANIA APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH COMMONWEALTH, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, EXCEPT THAT, TO THE EXTENT REQUIRED BY
APPLICABLE LAW, FORECLOSURE HEREUNDER WITH RESPECT TO ANY SITE SHALL BE GOVERNED
BY THE LAWS OF THE STATE IN WHICH SUCH SITE IS LOCATED.

                  (e) Upon payment in full of all indebtedness secured by this
Assignment Agreement and the Loan Agreement and performance of all other
obligations secured hereby and thereby, Assignee shall, at Lessee's expense, do,
execute, acknowledge and deliver each and every deed, conveyance, transfer and
release necessary or proper to evidence the release of this Assignment Agreement
whereupon this Assignment Agreement and the Lien created hereby shall terminate
and be of no further force or effect.

                  (f) Notwithstanding anything to the contrary set forth herein,
in the event of any conflict between any provision of this Assignment Agreement
and the Loan Agreement, the terms and provisions of the Loan Agreement shall
control.

                                       H-7


<PAGE>
         IN WITNESS WHEREOF, the undersigned have caused this Assignment
Agreement to be duly executed and delivered as of the date and year first above
written.

                                             MELLON FINANCIAL SERVICES

                                             CORPORATION #4, a

                                             Pennsylvania corporation, as Lessor

                                             By:___________________________
                                             Name:_________________________
                                             Its:__________________________
                                             Address:  One Mellon Bank Center
                                                       Room 151-4444
                                                       Pittsburgh, PA 15258-0001
                                                       Attention: Leasing Group
                                                       Telephone: (412) 234-2110
                                                       Facsimile: (412) 234-3948

ACCEPTED:

MELLON BANK, N.A., as Agent and

Assignee

By:___________________________
Name:_________________________
Its:__________________________

Address:   Plymouth Meeting Executive Campus
           610 West Germantown Pike
           Suite 200
           Plymouth Meeting, PA  19462
           Attention: Carol Paige
           Telephone: (610) 941-8409
           Facsimile: (610) 941-4136

                                       H-8


<PAGE>
STATE OF _______________
COUNTY OF ______________

     The foregoing instrument was acknowledged before me this ___ day of
__________________, 1996, by ____________________________, the
_______________________ of MELLON FINANCIAL SERVICES CORPORATION #4, a
Pennsylvania corporation.

                                                  ----------------------
                                                  Signature of Notary

(Notary Seal must be affixed)

-----------------------------
                                                  Name of Notary Printed
                                                  My Commission Expires: ______
                                                  Commission Number: __________

                                       H-9


<PAGE>
STATE OF ___________
COUNTY OF __________

         The foregoing instrument was acknowledged before me this ___ day of
__________________, 1996, by ____________________________, the , of MELLON BANK,
N.A., a national banking association.

                                                  ----------------------
                                                  Signature of Notary

(Notary Seal must be affixed)

-----------------------------
                                                  Name of Notary Printed
                                                  My Commission Expires: ______
                                                  Commission Number: __________

                                      H-10


<PAGE>
                                    Exhibit A
                          Legal Description of the Land

                                      H-11


<PAGE>
                              CONSENT AND AGREEMENT
                                    OF LESSEE

         THIS CONSENT AND AGREEMENT dated as of July 24, 1996, by GENESIS
ELDERCARE PROPERTIES, INC., A Pennsylvania corporation (the "Lessee") for the
benefit of MELLON BANK, N.A., as Agent ("Assignee"), to the assignments made
under the Assignment of Lease and Rents, dated as of the date hereof (the
"Assignment Agreement"), between MELLON FINANCIAL SERVICES CORPORATION #4, a
Pennsylvania corporation as assignor ("Lessor") and Assignee. Capitalized terms
not otherwise defined herein shall have the meanings set forth in the Assignment
Agreement.

         1. Lessee hereby consents to the terms and provisions of the Assignment
Agreement and agrees it will deliver or remit, as and when payable pursuant to
the Operative Documents directly to Assignee, the Applicable Percentage Amount,
all Basic Rent, all Supplemental Rent, and all payments pursuant to Articles IV
and VI of the Lease, purchase proceeds or avails, income, Loss Proceeds and
other sums paid or payable to Lessor pursuant to the Lease (but excluding any
indemnity payments or reimbursements to Lessor from Lessee pursuant to the
Lease, any other Operative Document or otherwise), in each case, without any
offset, deduction, defense, abatement, suspension, deferment, diminution or
reduction for any reason so that said funds shall at all times be available for
payment of interest and principal due on the Notes, except in each case as
expressly provided in the Lease.

         2. Notwithstanding (i) the bankruptcy, insolvency, reorganization,
composition, readjustment, liquidation, dissolution, winding up or other
proceeding affecting Lessor under the Lease, (ii) any action with respect to the
Lease which may be taken by any trustee or receiver of Lessor, or by any court
in such proceeding, and (iii) the exercise by the Lender of any rights and
remedies under the Assignment Agreement, Lessee agrees that it will remain
obligated under the Lease in accordance with their respective terms and that it
will not take any action to terminate (other than pursuant to its rights under
the Lease and the Participation Agreement to do so), rescind or avoid the Lease.

         3. To the extent that Lessee may acquire any indebtedness of Lessor or
any other party to the Participation Agreement, or any claim against Lessor or
any other party to the Participation Agreement, by way of subrogation or
otherwise, all such indebtedness and claims are hereby subordinated and made
fully subject in right of payment thereof to the prior payment in full of the
Notes.

                                       -1-


<PAGE>


         4. In addition to (and not in limitation of) all of Lessee's
reimbursement and indemnity obligations set forth in the Operative Documents,
Lessee agrees to pay promptly all reasonable and documented costs and expenses
incurred by Lessor, pursuant to the Assignment Agreement, for the release of the
Assignment Agreement.

                                       -2-


<PAGE>
         IN WITNESS WHEREOF, Lessee has caused this Consent and Agreement to be
duly executed and delivered as of the date and year first above written.

                                                  GENESIS ELDERCARE PROPERTIES,
                                                  INC., a Pennsylvania
                                                  corporation, as Lessee

                                                  By:__________________________
                                                  Name:______________________
                                                  Title:_______________________

                                       -3-


<PAGE>
STATE OF _________
COUNTY OF ________

         The foregoing instrument was acknowledged before me this ___ day of
__________________, 1996, by ____________________________, the
_______________________ of GENESIS ELDERCARE PROPERTIES, INC., a Pennsylvania
corporation, on behalf of the ____________________________


                                                  ------------------------------
                                                  Signature of Notary

(Notary Seal must be affixed)                     _____________________________
                                                  Name of Notary Printed
                                                  My Commission Expires: ______
                                                  Commission Number: __________

                                       -4-


<PAGE>



                      EXHIBIT K TO PARTICIPATION AGREEMENT

                         Form of Architect's Certificate
                                (Section 3.4(a))

                    [In form reasonably acceptable to Agent]


                                       K-1


<PAGE>

                      EXHIBIT L TO PARTICIPATION AGREEMENT

                      Form of Purchase Agreement Assignment

               [In form reasonably acceptable to Lessor and Agent]


                                       L-1


<PAGE>


                                  Ground Lease

                      EXHIBIT M TO PARTICIPATION AGREEMENT

                              Form of Ground Lease

                  [To be provided pursuant to Section 3.2(v).]


                                       M-1


<PAGE>


                                 Advance Request

                      EXHIBIT N TO PARTICIPATION AGREEMENT

                             Form of Advance Request

                                 ADVANCE REQUEST

TO:             Mellon Bank, N.A., not individually, but solely as
                agent (the "Agent") under the Amended and Restated
                Participation Agreement, dated as of October 7, 1996
                (the "Participation Agreement"), among Genesis
                Eldercare Properties, Inc., as Lessee, Mellon
                Financial Services Corporation #4, as Lessor, the
                Lenders named therein and the Agent (all capitalized
                terms used herein and not otherwise defined shall
                have the meanings assigned to them in the
                Participation Agreement, unless the context otherwise
                requires).

FROM:           Genesis Eldercare Properties, Inc.

DATE:           _____________________________

REGARDING:      Advance Request

Genesis Eldercare Properties, Inc. hereby represents, warrants
and certifies as follows:

         1. This Advance Request is delivered pursuant to Section 2.5 of the
Participation Agreement.

         2. Lessee hereby requests an Advance pursuant to the Participation
Agreement in the amount of $__________. The amount of the Advance Request
satisfies the requirements of the second sentence of Section 3.1(a).

         3.  The proposed Advance Date is ____________________.

         4. [Include information required by clauses (ii), (iii), (iv), (v) and
(vi), as applicable.] The information required pursuant to Section 2.5(a) of the
Participation Agreement attached hereto on Annex A is true, correct and
complete.

         5. The Lessee requests that the disbursement of funds be sent by wire
transfer in accordance with the payment instructions attached hereto as Annex B.

                                       N-1


<PAGE>
         6. That (A) each and every representation and warranty of Lessee
contained in the Operative Documents is true and correct in all material
respects on and as of such Advance Date as though made on and as of such Advance
Date, except to the extent such representations or warranties relate solely to
an earlier date, in which case such representations and warranties shall have
been true and correct in all material respects on and as of such earlier date;
(B) no material Lease Default and no Lease Event of Default has occurred and is
continuing; (C) each Operative Document to which Lessee is a party is in full
force and effect with respect to it; and (D) Lessee has duly performed and
complied with all covenants, agreements and conditions contained herein or in
any other Operative Document required to be performed or complied with by it on
or prior to such Advance Date.

         7. That, after giving effect to the Advance, (A) the Lease (including
all amendments and supplements thereto including, without limitation, any
amendments which may increase the amount of the lease financing facility) is a
"Credit Facility" within the meaning of the 1995 Indenture, constitutes "Senior
Indebtedness" within the meaning of the 1993 Indenture and, from and after the
execution and delivery of the 1996 Indenture and the issuance of the notes
thereunder, is or will constitute "Senior Indebtedness" within the meaning
thereof, and (B) there will be default under the Indenture, including (without
limitation) no violation of the of the financial tests set forth in Section 5.9
of the 1995 Indenture or any similar provisions in the Indenture [; and that
attached hereto as Annex C is a calculation demonstrating the non-violation of
such financial tests].2

                                              GENESIS ELDERCARE PROPERTIES, INC.

                                              By:___________________________
                                              Name Printed:_________________

                                              Title:________________________

--------
2 Include the calculation for each Advance Request other than an Advance
  Request solely for Construction Costs under Section 3.3.


                                 ADVANCE REQUEST

Attachments:

Annex A -  Information regarding Advance Request

Annex B -  Wire transfer instructions for the disbursement of funds

Annex C -  Computation under Section 5.9 of 1995 Indenture

                                       N-3


<PAGE>


                            Assignment and Assumption

                      EXHIBIT O TO PARTICIPATION AGREEMENT

                                     FORM OF
                            ASSIGNMENT AND ASSUMPTION

                  Reference is made to the Amended and Restated Participation
Agreement dated as of October 7, 1996 (the "Participation Agreement"), among
Genesis Eldercare Properties, Inc., as Lessee (the "Lessee"); Mellon Financial
Services Corporation #4, as Lessor (the "Lessor"); Mellon Bank, N.A., as Agent
and the Lenders named therein. Terms defined in the Participation Agreement are
used herein as therein defined.

             (the "Assignor") and (the "Assignee") agree as follows:

                  1. The Assignor hereby sells and assigns to the Assignee, and
the Assignee hereby purchases and assumes from the Assignor, that interest in
and to all of the Assignor's rights and obligations under (i) that certain Note
numbered Note No. ___, dated as of _________, ____ and in an original principal
amount of ______________________ Dollars ($___________) (the "Note"), and (ii)
the Participation Agreement as it relates to the Note, all as of the effective
date of this Assignment and Assumption (the "Assignment and Assumption Effective
Date") (as determined below) equal to the percentage interest specified on
Schedule I hereto of all outstanding rights and obligations under the Note and
the Participation Agreement specified on Schedule I hereto. After giving effect
to such sale and assignment, the Assignee's Commitment shall be as set forth on
Schedule I hereto.

                  2. The Assignor (i) represents and warrants that it is the
legal and beneficial owner of the interest being assigned by it hereunder and
that such interest is free and clear of any adverse claim; (ii) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Participation Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Participation Agreement or any other
document furnished pursuant thereto; and (iii) makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of Lessee, Lessor or Guarantor or the performance or observance by the Lessee,
Lessor or Guarantor of any of their respective obligations under the 

                                       0-1


<PAGE>
Participation Agreement or any of the other Operative Documents.

                  3. The Assignee confirms and agrees as follows: (i) that it
has received a copy of this Assignment and Assumption Agreement, together with
copies of the Operative Documents and the financial statements referred to in
Section 5.11 of the Participation Agreement and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Assumption; (ii) that it will,
independently and without reliance upon the Agent, the Assignor or any other
Participant and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Participation Agreement; (iii) that it appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers under the Participation Agreement and the other Operative Documents
as are delegated to the Agent by the terms thereof, together with such powers as
are reasonably incidental thereto; (iv) that it will perform in accordance with
its terms all of the obligations which by the terms of the Participation
Agreement or the other Operative Documents are required to be performed by it as
a Lender; and (v) that its address for notices and its funding office are as set
forth beneath its name on the signature pages hereof.

                  4. The Assignment and Assumption Effective Date shall be ,
____. Following the execution of this Assignment and Assumption, Assignor and
Assignee shall deliver it to the Agent, Lessor and Lessor with an Investor's
Letter from the Assignee for acceptance by the Agent, together with a fee in the
amount of $3,000.

                  5. The effectiveness of this Assignment and Assumption is
subject to the written consent of Agent and Lessee pursuant to the Participation
Agreement. Upon such consent by Agent and Lessee, as of the Assignment and
Assumption Effective Date (i) the Assignee shall be a party to the Participation
Agreement, and shall have the rights and obligations of a Lender under the
Participation Agreement, and (ii) the Assignor shall, to the extent provided in
this Assignment and Assumption, relinquish its rights and be released from its
obligations under the Participation Agreement.

                  6. Upon such consent by Agent and Lessee, from and after the
Assignment and Assumption Effective Date, the Agent shall make all payments
under the Participation Agreement in respect of the interests assigned hereby
(including, withoutlimitation, all payments of principal, interest and fees with

                                       0-2


<PAGE>
with respect thereto) to the Assignee. The Assignor and Assignee shall make all
appropriate adjustments in payments under the Participation Agreement for
periods prior to the Assignment and Assumption Effective Date directly between
themselves.

7. THIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE INTERNAL LAWS (AND NOT

THE CONFLICTS LAW) OF THE STATE OF PENNSYLVANIA.

                  8. The Assignee agrees not to sell any assignments of, or
grant loan participations in, its interest in the Note or the Participation
Agreement and the other Operative Documents except in accordance with the
Participation Agreement.

                                                     [ASSIGNOR]

                                                     By: ______________________
                                                          Name:
                                                          Title:

                                                     [ASSIGNEE]

                                                     By: ______________________
                                                          Name:
                                                          Title:

                              Address for Notices:

                                 Funding Office:

                                       0-3


<PAGE>
                                   SCHEDULE I

                                       TO

                            ASSIGNMENT AND ASSUMPTION

                            DATED _____________, ____

                                   Relating to

                           Note numbered Note No. ___,
                         dated as of _________, ____ and

                 in an original principal amount of $___________

A. Original Principal Amount of Note                $__________

B. Percentage of Note assigned to Assignee                ____%

C. Assignee's Commitment (including funded amounts) $__________

D. Assignor's Retained Commitment (including funded

   amounts), after giving effect to Assignment      $__________


                                [(A) = (C) + (D)]

                                       0-4