EXHIBIT 10.54

                            Credit Agreement between
                          CNL Retirement Partners, LP,
                CNL Retirement GP Corp., CNL Retirement LP Corp.,
                        CNL Retirement Properties, Inc.,
         Bank of America, N.A., and Banc of America Securities LLC. and
           the financial institutions party hereto and their assignees


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                                   $85,000,000

                                CREDIT AGREEMENT


                           Dated as of March 17, 2003

                                  by and among

                           CNL Retirement Partners, LP
                                  as Borrower,

                             CNL Retirement GP CORP.
                           as a Parent and Guarantor,

                             CNL Retirement LP CORP.
                            as a Parent and Guarantor

                         CNL Retirement Properties, Inc.
                        and each of the other Guarantors,
                                 defined herein,
                                  as Guarantors


                             BANK OF AMERICA, N.A.,
                             as Administrative Agent

                                       and

                         BANC OF AMERICA SECURITIES LLC,
                              as Sole Lead Arranger

                                       and

                                as Book Manager,

                                       and

                     THE FINANCIAL INSTITUTIONS PARTY HERETO
                     AND THEIR ASSIGNEES UNDER SECTION 11.7,
                                   as Lenders
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                                TABLE OF CONTENTS

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ARTICLE I  DEFINITIONS............................................................................................1
         Section 1.1       Definitions............................................................................1
         Section 1.2       General; References to Times..........................................................25

ARTICLE II  CREDIT FACILITY......................................................................................26
         Section 2.1       Revolving Loans.......................................................................26
         Section 2.2       Letter of Credit Subfacility..........................................................28

ARTICLE III  GENERAL CREDIT PROVISIONS...........................................................................35
         Section 3.1       Default Rate..........................................................................35
         Section 3.2       Prepayments...........................................................................35
         Section 3.3       Continuation..........................................................................36
         Section 3.4       Conversion............................................................................37
         Section 3.5       Extension of Maturity Date............................................................37
         Section 3.6       Termination, Reduction and Increase of Revolving Committed Amount.....................38
         Section 3.7       Fees..................................................................................40
         Section 3.8       Capital Adequacy......................................................................40
         Section 3.9       Limitation on Eurodollar Loans........................................................41
         Section 3.10      Illegality............................................................................41
         Section 3.11      Change of Law.........................................................................41
         Section 3.12      Treatment of Affected Loans...........................................................42
         Section 3.13      Taxes.................................................................................43
         Section 3.14      Compensation..........................................................................44
         Section 3.15      Pro Rata Treatment....................................................................45
         Section 3.16      Sharing of Payments...................................................................46
         Section 3.17      Payments, Computations, Etc...........................................................46
         Section 3.18      Evidence of Indebtedness..............................................................48
         Section 3.19.     Usury.................................................................................49
         Section 3.20.     Agreement Regarding Interest and Charges..............................................49
         Section 3.21.     Statements of Account.................................................................49
         Section 3.22.     Defaulting Lenders....................................................................49
         Section 3.23      Assumptions Concerning Funding of Eurodollar Loans....................................51

ARTICLE IV  GUARANTY.............................................................................................51
         Section 4.1       The Guaranty..........................................................................51
         Section 4.2       Obligations Unconditional.............................................................52
         Section 4.3       Reinstatement.........................................................................53
         Section 4.4       Certain Additional Waivers............................................................53
         Section 4.5       Remedies..............................................................................53
         Section 4.6       Rights of Contribution................................................................54
         Section 4.7       Guarantee of Payment; Continuing Guarantee............................................55

ARTICLE V  CONDITIONS............................................................................................55
         Section 5.1       Closing Conditions....................................................................55
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         Section 5.2       Conditions to All Extensions of Credit................................................60
         Section 5.3       Conditions as Covenants...............................................................61

ARTICLE VI  REPRESENTATIONS AND WARRANTIES.......................................................................61
         Section 6.1       Financial Condition...................................................................61
         Section 6.2       No Material Change....................................................................62
         Section 6.3       Organization and Good Standing........................................................62
         Section 6.4       Power; Authorization; Enforceable Obligations.........................................62
         Section 6.5       No Conflicts..........................................................................63
         Section 6.6       No Default............................................................................63
         Section 6.7       Ownership.............................................................................63
         Section 6.8       Environmental Condition of Borrowing Base Assets......................................63
         Section 6.9       Litigation............................................................................65
         Section 6.10      Taxes.................................................................................65
         Section 6.11      Compliance with Law...................................................................65
         Section 6.12      ERISA.................................................................................66
         Section 6.13      Corporate Structure; Capital Stock, Etc...............................................67
         Section 6.14      Margin Regulations; Investment Company Act; Public Utility Holding Company Act........67
         Section 6.15      Intellectual Property.................................................................68
         Section 6.16      Solvency..............................................................................68
         Section 6.17      Borrowing Base Assets and Tenants.....................................................68
         Section 6.18      Material Contracts....................................................................68
         Section 6.19      Business Locations....................................................................69
         Section 6.20      Full Disclosure.......................................................................69
         Section 6.21      No Burdensome Restrictions............................................................69
         Section 6.22      Brokers' Fees.........................................................................69
         Section 6.23      Labor Matters.........................................................................69
         Section 6.24      Affiliate Transactions, Restrictions on Dividend, Etc.................................69
         Section 6.25      Status of Consolidated Parties........................................................69
         Section 6.26      Nature of Business....................................................................70
         Section 6.27      Accuracy and Completeness of Information..............................................70
         Section 6.28      Survival of Representations and Warranties, Etc.......................................70

ARTICLE VII  AFFIRMATIVE COVENANTS...............................................................................71
         Section 7.1       Information Covenants.................................................................71
         Section 7.2       Preservation of Existence and Franchises..............................................75
         Section 7.3       Books and Records.....................................................................76
         Section 7.4       Compliance with Law...................................................................76
         Section 7.5       Payment of Taxes and Other Indebtedness...............................................76
         Section 7.6       Insurance.............................................................................76
         Section 7.7       Maintenance of Property...............................................................77
         Section 7.8       Performance of Obligations............................................................77
         Section 7.9       Visits and Inspections................................................................77
         Section 7.10      Use of Proceeds/Purpose of Loans and Letters of Credit................................78
         Section 7.11      Financial Covenants...................................................................78
         Section 7.12      Distributions of Income to the Borrower...............................................78
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         Section 7.13      Environmental Matters.................................................................79
         Section 7.14      REIT Status...........................................................................79
         Section 7.15      ERISA Exemptions......................................................................79
         Section 7.16      New Subsidiaries......................................................................79
         Section 7.17      Pledged Assets........................................................................80
         Section 7.18      Further Assurances....................................................................80

ARTICLE VIII  NEGATIVE COVENANTS.................................................................................81
         Section 8.1       Liens.................................................................................81
         Section 8.2       Indebtedness..........................................................................81
         Section 8.3       Fundamental Changes...................................................................82
         Section 8.4       Dispositions..........................................................................82
         Section 8.5       Business Activities...................................................................83
         Section 8.6       Transactions with Affiliates and Insiders.............................................83
         Section 8.7       Organization Documents; Fiscal Year...................................................83
         Section 8.8       Modifications to Material Contracts...................................................83
         Section 8.9       Ownership of Subsidiaries.............................................................84
         Section 8.10      No Further Negative Pledges...........................................................84
         Section 8.11      Limitation on Restricted Actions......................................................84
         Section 8.12      Addition/Replacement of Borrowing Base Assets.........................................84

ARTICLE IX  DEFAULT..............................................................................................85
         Section 9.1       Events of Default.....................................................................85
         Section 9.2       Remedies Upon Event of Default........................................................88
         Section 9.3       Allocation of Proceeds................................................................89
         Section 9.4       Performance by Administrative Agent...................................................90
         Section 9.5       Rights Cumulative.....................................................................90

ARTICLE X  THE ADMINISTRATIVE AGENT..............................................................................90
         Section 10.1      Appointment and Authorization of Administrative Agent.................................90
         Section 10.2      Delegation of Duties..................................................................91
         Section 10.3      Liability of Administrative Agent.....................................................91
         Section 10.4      Reliance by Administrative Agent......................................................91
         Section 10.5      Notice of Default.....................................................................92
         Section 10.6      Credit Decision; Disclosure of Information by Administrative Agent....................92
         Section 10.7      Indemnification of Administrative Agent...............................................93
         Section 10.8      Administrative Agent in its Individual Capacity.......................................93
         Section 10.9      Successor Administrative Agent........................................................94
         Section 10.10     Administrative Agent May File Proofs of Claim.........................................94
         Section 10.11     Collateral and Guaranty Matters.......................................................95

ARTICLE XI MISCELLANEOUS.........................................................................................96
         Section 11.1      Amendments, Etc.......................................................................96
         Section 11.2      Notices and Other Communications; Facsimile Copies....................................97
         Section 11.3      No Waiver; Cumulative Remedies.......................................................100
         Section 11.4      Attorney Costs, Expenses and Taxes...................................................100
         Section 11.5      Indemnification by the Credit Parties................................................100
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         Section 11.6      Payments Set Aside...................................................................101
         Section 11.7      Successors and Assigns...............................................................102
         Section 11.8      Confidentiality......................................................................105
         Section 11.9      Set-off..............................................................................106
         Section 11.10     Interest Rate Limitation.............................................................106
         Section 11.11     Counterparts.........................................................................106
         Section 11.12     Integration..........................................................................106
         Section 11.13     Survival of Representations and Warranties...........................................107
         Section 11.14     Severability.........................................................................107
         Section 11.15     Governing Law........................................................................107
         Section 11.16     Waiver of Right to Trial by Jury.....................................................108
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SCHEDULES

         Schedule 2.1(a) - Revolving Commitment  Percentage
         Schedule 5.1(c)(ii) - State Opinions Required
         Schedule 6.4 - Necessary Consents/Authorizations
         Schedule 6.8 - Environmental Disclosures
         Schedule 6.9 - Litigation
         Schedule 6.12 - ERISA Disclosures
         Schedule 6.13 - Corporate Structure - Consolidated Parties
         Schedule 6.15 - Intellectual Property of Credit Parties
         Schedule 6.17 - Borrowing Base Assets
               Part I - Ownership, Tenants, Operators
               Part II - Delinquencies in Taxes or Status
         Schedule 6.18 - Material Contracts
         Schedule 6.19 - Chief Executive Office and Principal Place of Business
         Schedule 8.1 - Permitted Liens
         Schedule 8.2 - Permitted Indebtedness


EXHIBITS

         Exhibit A - Form Assignment and Assumption Agreement
         Exhibit B - Form of Joinder Agreement
         Exhibit C - Form of Loan Notice
         Exhibit D - Form of Pledge Agreement
         Exhibit E - Form of Security Agreement
         Exhibit F - Form of Revolving Note
         Exhibit G - Form of Officer's Certification (Closing)
         Exhibit H - Compliance Certificate
         Exhibit I - Form of Certification of Conditions Precedent
         Exhibit J - Form of New Commitment Agreement
         Exhibit K - Form of Borrowing Base Certificate
         Exhibit L - Prime Care Lease
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         THIS  CREDIT  AGREEMENT  dated as of March  17,  2003 by and  among CNL
Retirement  Partners,  LP, a limited  partnership  formed  under the laws of the
State of  Delaware  (the  "Borrower"),  CNL  Retirement  GP  CORP.,  a  Delaware
corporation  ("GP"),  CNL  Retirement  LP CORP. a Delaware  corporation  ("LP");
(collectively,  GP and LP shall be referred to as the "Parents"), CNL Retirement
Properties,  Inc.  a  Maryland  real  estate  investment  trust  and  the  other
Guarantors  existing as of the date hereof, as defined herein,  BANK OF AMERICA,
N.A.  ("Bank of  America"),  as  contractual  representative  of the Lenders (as
defined  herein) to the extent and in the manner provided in Article X below (in
such capacity,  "Administrative Agent"), as Administrative Agent, and as Issuing
Lender in  connection  with the  Letters  of  Credit  outlined  herein  (in such
capacity,  the "Issuing  Lender"),  BANC OF AMERICA SECURITIES LLC, as Sole Lead
Arranger and Book  Manager and each of the  financial  institutions  initially a
signatory hereto together with their assignees pursuant to Section 11.7.

         WHEREAS,  the  Borrower  has  requested  that Bank of  America  and the
Lenders named herein  provide a revolving  loan facility which includes a letter
of credit subfacility, for the purposes hereinafter set forth; and

         WHEREAS,  the Lenders have agreed to make the requested credit facility
available to the Borrower on the terms and conditions set forth herein;

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


                                    ARTICLE I

                                   DEFINITIONS

Section 1.1 Definitions.

         In addition to terms defined  elsewhere  herein,  the  following  terms
shall have the following meanings for the purposes of this Credit Agreement:

         "Acquisition",  by any Person, means the acquisition by such Person, in
a single  transaction  or in a series  of  related  transactions,  of all of the
Capital  Stock or all or  substantially  all of the Property of another  Person,
whether or not  involving a merger or  consolidation  with such other Person and
whether for cash, Property, services, assumption of Indebtedness,  securities or
otherwise.

         "Additional Credit Facility" means any credit facility by and among the
Borrower,  the  Parents,  RPI  and  certain  subsidiaries  of  the  Borrower  as
guarantors,  Bank of America, as agent and the lenders party thereto,  providing
for up to a $100,000,000 term loan facility for the purpose of acquiring (and/or
refinancing)  Properties  consistent  with the business  activities set forth in
Section 8.5 hereof and to pay the fees and expenses  incurred in connection with
such acquisitions (and/or refinancings).
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         "Adjusted  Base Rate"  means the Base Rate plus the  Applicable  Margin
with respect thereto.

         "Adjusted   Eurodollar   Rate"  means  the  Eurodollar  Rate  plus  the
Applicable Margin with respect thereto.

         "Administrative   Agent"   means  Bank  of  America,   as   contractual
representative for the Lenders under the terms of this Credit Agreement, and any
of its successors.

         "Administrative   Agent's  Office"  means  the  Administrative  Agent's
address and, as appropriate  account as set forth in Section 11.2, or such other
address or account as the Administrative  Agent may from time to time notify the
Borrower and the Lenders.

         "Administrative Questionnaire" means an Administrative Questionnaire in
a form supplied by the Administrative Agent.

         "Affiliate"  means,  with  respect to any Person,  another  Person that
directly,  or  indirectly  through  one or more  intermediaries,  Controls or is
Controlled by or is under common  Control with the Person  specified.  "Control"
means the  possession,  directly or indirectly,  of the power to direct or cause
the  direction of the  management or policies of a Person,  whether  through the
ability to exercise  voting power, by contract or otherwise.  "Controlling"  and
"Controlled" have meanings correlative thereto.  Without limiting the generality
of the foregoing, a Person shall be deemed to be Controlled by another Person if
such other Person possesses,  directly or indirectly,  power to vote 10% or more
of the securities  having  ordinary  voting power for the election of directors,
managing general partners or the equivalent.

         "Agent's  Fee  Letter"  means a  reference  to that  certain Fee Letter
entered into by the Borrower and the Administrative Agent as of the date hereof.

         "Agent-Related  Persons" means the Administrative  Agent, together with
its Affiliates (including, in the case of Bank of America in its capacity as the
Administrative  Agent, the Arranger),  and the officers,  directors,  employees,
agents and attorneys-in-fact of such Persons and Affiliates.

         "Agreement  Date" means the date as of which this Credit  Agreement  is
dated.

         "Applicable  Margin" means,  for purposes of calculating the applicable
interest rate for any day for any Revolving  Loan for purposes of Section 2.1(d)
and the applicable  rate of the Letter of Credit Fee for any day for purposes of
Section  2.2(i),   the  appropriate   applicable   percentage  set  forth  below
corresponding to the  Consolidated  Total Net Leverage Ratio in effect as of the
most recent Calculation Date:
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                                        For Revolving Loans and Letter of Credit Fee
                                        ---------------------------------------------
 Pricing Level   Consolidated Total Net  Eurodollar Loans and    Base Rate Loans
                      Leverage Ratio       Letter of Credit Fee

-------------------------------------------------------------------------------------
        I             < 0.35 to 1.0             2.50%                 0.50%
-------------------------------------------------------------------------------------
        II         > 0.35 to 1.0 but <          2.75%                 0.75%
                       0.40 to 1.0
-------------------------------------------------------------------------------------
       III         > 0.40 to 1.0 but <          3.00%                 1.00%
                       0.45 to 1.0
-------------------------------------------------------------------------------------
        IV            > 0.45 to 1.0             3.25%                 1.25%
=====================================================================================
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         The Applicable Margin shall be determined and adjusted quarterly on the
         date (each a  "Calculation  Date") five Business Days after the date on
         which the Borrower is required to provide the officer's  certificate in
         accordance  with the provisions of Section 7.1(c) for the most recently
         ended fiscal quarter of the Consolidated Parties; provided, however, if
         the  Borrower  fails  to  provide  the  officer's  certificate  to  the
         Administrative  Agent as required by Section 7.1(c) for the last day of
         the most  recently  ended fiscal  quarter of the  Consolidated  Parties
         preceding the applicable  Calculation  Date, the Applicable Margin from
         such  Calculation  Date shall be based on  Pricing  Level IV until such
         time as an appropriate officer's certificate is provided, whereupon the
         Pricing  Level  shall  be  determined  by the  Consolidated  Total  Net
         Leverage  Ratio as of the last day of the most  recently  ended  fiscal
         quarter of the Consolidated  Parties  preceding such Calculation  Date.
         Each  Applicable  Margin shall be effective from one  Calculation  Date
         until the next  Calculation  Date.  Any  adjustment  in the  Applicable
         Margin shall be applicable to all existing  Loans and Letters of Credit
         as well as any new Loans and  Letters  of Credit  made or  issued.  The
         Applicable  Margin in effect from the Closing  Date through the date on
         which the Borrower is required to provide the officer's  certificate in
         accordance with the provisions of Section 7.1(c) for the fiscal quarter
         ending March 31, 2003 shall be determined based upon Pricing Level I.

         "Assignment   and  Assumption   Agreement"   means  an  Assignment  and
Assumption  Agreement among a Lender and an Assignee,  substantially in the form
of Exhibit A.

         "Assignment  of Leases"  means an  assignment  of leases,  rents and/or
profits to the  Administrative  Agent  with  respect  to the  applicable  Credit
Party's interests in any Borrowing Base Asset (which assignment may be contained
within the related Mortgage  Instrument);  provided that each such Assignment of
Leases shall, subject to the terms of the applicable  underlying lease, directly
assign to the  Administrative  Agent the following:  (a) all existing and future
leases, subleases,  tenancies,  licenses,  occupancy agreements or agreements to
lease all or any  portion of the  Borrowing  Base  Assets (or the real  property
which is the subject of such Borrowing Base Assets),  whether written or oral or
for a definite period or  month-to-month  (including,  without  limitation,  the
Prime  Care  Lease),  together  with  any  extensions,   renewals,   amendments,
modifications or replacements thereof, and any options,  rights of first refusal
or  guarantees of any tenant's  obligations  under any lease now or hereafter in
effect with respect to the Borrowing Base Assets (individually, for the purposes
of this definition, a "Lease" and collectively, the "Leases"); and (b) all rents
(including,  without limitation,  base rents,  minimum rents,  additional rents,
percentage rents,  parking,  maintenance and deficiency rents and payments which
are  characterized  under  the  terms of the  applicable  Lease as  payments  of
interest and/or  principal with respect to the Borrowing Base Assets),  security
deposits,  tenant escrows,  income,  receipts,  revenues,  reserves,  issues and
profits of the  Borrowing  Base  Assets from time to time  accruing,  including,
without  limitation,  (i) all rights to receive payments arising under,  derived
from or relating to any Lease,  (ii) all lump sum payments for the  cancellation
or termination of any Lease, the waiver of any term thereof,  or the exercise of
any right of first refusal,  call option, put option or option to purchase,  and
(iii) the return of any  insurance  premiums or ad valorem tax payments  made in
advance and subsequently  refunded.  Such Assignments of Leases, when considered
collectively with the Assignments of Assignments of Leases, if any, shall assign
to the Administrative  Agent any and all of the applicable Credit Party's rights
to collect or receive any payments with respect to the Borrowing Base Asset; and
"Assignments of Leases" means a collective  reference to each such Assignment of
Leases. Each Assignment of Leases shall be in form and substance satisfactory to
the   Administrative   Agent  and  suitable  for  recording  in  the  applicable
jurisdiction.
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         "Assignment  of  Assignment  of  Leases"  means  an  assignment  by the
applicable  Credit  Party  to the  Administrative  Agent  of all of such  Credit
Party's  interests as the lender or assignee of any assignment of leases,  rents
and/or  profits  with  respect  to any  of  the  Borrowing  Base  Assets  (which
assignment  may be contained  within the related  Assignment of  Mortgage);  and
"Assignments of Assignments of Leases" means a collective reference to each such
Assignment  of  Assignment  of Leases.  Each  Assignment of Assignment of Leases
shall be in form and  substance  satisfactory  to the  Administrative  Agent and
suitable for recording in the applicable jurisdiction.

         "Assignment of Mortgage" means an assignment of mortgage, assignment of
deed of trust or assignment of deed to secure debt, to the Administrative  Agent
of all of a Credit Party's interest, as lender,  beneficiary or mortgagee,  in a
mortgage,  deed of trust,  or deed to secure  debt  with  respect  to any of the
Borrowing Base Assets,  including  without  limitation each of the Precautionary
Mortgages  (which  assignment  may be  contained  within  the  related  Mortgage
Instrument); and "Assignments of Mortgages" means a collective reference to each
Assignment  of  Mortgage.  Each  Assignment  of  Mortgage  shall  be in form and
substance satisfactory to the Administrative Agent and suitable for recording in
the applicable jurisdiction.

         "Attorney   Costs"   means  and   includes   all  fees,   expenses  and
disbursements   of  any  law  firm  or  other  external   counsel  and,  without
duplication,  the allocated cost of internal legal services and all expenses and
disbursements of internal counsel.

         "Bank of America"  means Bank of America,  N.A. and its  successors and
assigns.

         "Bankruptcy Event" means, with respect to any Person, the occurrence of
any of the  following:

(i) the entry of a decree or order for relief by a court or governmental  agency
in an  involuntary  case under any  applicable  bankruptcy,  insolvency or other
similar  law now or  hereafter  in  effect,  or the  appointment  by a court  or
governmental agency of a receiver,  liquidator,  assignee,  custodian,  trustee,
sequestrator (or similar official) of such Person or for any substantial part of
its Property or the ordering of the winding up or  liquidation of its affairs by
a court or governmental  agency; or (ii) the commencement against such Person of
an involuntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect,  or of any case,  proceeding or other action for
the  appointment  of  a  receiver,  liquidator,  assignee,  custodian,  trustee,
sequestrator (or similar official) of such Person or for any substantial part of
its  Property  or for the winding up or  liquidation  of its  affairs,  and such
involuntary  case or  other  case,  proceeding  or  other  action  shall  remain
undismissed for a period of sixty (60) consecutive  days, or the repossession or
seizure by a creditor of such Person of a substantial  part of its Property;  or
(iii)  such  Person  shall  commence  a  voluntary  case  under  any  applicable
bankruptcy,  insolvency  or other  similar law now or  hereafter  in effect,  or
consent  to the entry of an order for  relief in an  involuntary  case under any
such law,  or  consent  to the  appointment  of or the  taking  possession  by a
receiver,  liquidator,  assignee,  creditor in possession,  custodian,  trustee,
sequestrator (or similar official) of such Person or for any substantial part of
its Property or make any general  assignment  for the benefit of  creditors;  or
(iv) the filing of a petition by such Person  seeking to take  advantage  of any
other applicable Law, domestic or foreign,  relating to bankruptcy,  insolvency,
reorganization,  winding-up,  or composition or adjustment of debts, or (v) such
Person shall consent to, or fail to contest in a timely and appropriate  manner,
any petition filed against it in an involuntary  case under such bankruptcy laws
or other  applicable Law or consent to any proceeding or action  relating to any
bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment
of debts with  respect to its assets or  existence,  or (vi) such  Person  shall
admit in writing,  or such  Person's  financial  statements  shall  reflect,  an
inability to pay its debts generally as they become due.

         "Base Rate" means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in  effect  for  such day as  publicly  announced  from  time to time by Bank of
America as its "prime  rate." The "prime  rate" is a rate set by Bank of America
based upon various factors including Bank of America's costs and desired return,
general economic conditions and other factors,  and is used as a reference point
for pricing some loans,  which may be priced at, above,  or below such announced
rate.  Any change in such rate announced by Bank of America shall take effect at
the opening of business on the day specified in the public  announcement of such
change.

         "Base Rate Loan" means a Loan  bearing  interest at a rate based on the
Base Rate.

         "Borrower"  has the  meaning  set forth in the  introductory  paragraph
hereof and shall include the Borrower's successors and assigns.

         "Borrowing  Base  Amount"  means for any date,  an amount  equal to the
lesser of: (i) sixty-five  percent (65%) of the aggregate Total Collateral Value
of the Borrowing  Base Assets and (ii) the aggregate  Mortgageability  Amount of
the Borrowing Base Assets.

         "Borrowing  Base Asset" means a Real Property Asset which satisfies all
of the following requirements: (a) such Real Property Asset is owned solely by a
Subsidiary of the Borrower that is a Credit Party (and with respect to the Prime
Care Properties, such Credit Party is the holder of a Lien granted pursuant to a
Precautionary Mortgage); (b) the Administrative Agent, on behalf of the Lenders,
shall have received each of the items set forth in Section  5.1(e)  hereof;  (c)
such Real  Property  Asset (and in the case of the Prime Care  Lease,  each real
property  asset  which is the subject of the Prime Care Lease) is not subject to
any Lien (other than a Permitted  Lien) or any  Negative  Pledge;  (d) such Real
Property  Asset (and in the case of the Prime  Care  Lease,  each real  property
asset which is the  subject of the Prime Care  Lease) is free of all  mechanical
and  structural  defects (as evidenced by third party reports  acceptable to the
Administrative Agent),  environmental  conditions (as evidenced by environmental
reports acceptable to Administrative  Agent) or other adverse matters except for
defects,  conditions  or  matters  individually  or  collectively  which are not
material to the  profitable  operation of such Real  Property  Asset (and in the
case of the Prime Care Lease,  each real property  asset which is the subject of
the Prime  Care  Lease);  (e) such Real  Property  Asset (and in the case of the
Prime Care  Lease,  each real  property  asset which is the subject of the Prime
Care  Lease)  has been fully  developed  for use as a medical  office  building,
skilled  nursing home center,  domestic  assisted living  facility,  independent
living facility, or Alzheimer's care facility; (f) such Real Property Asset (and
in the case of the Prime  Care  Lease,  each real  property  asset  which is the
subject of the Prime Care Lease) is leased to a third party tenant acceptable to
the  Administrative  Agent  pursuant  to a  Facility  Lease  acceptable  to  the
Administrative  Agent and operated by a third party  operator  acceptable to the
Administrative  Agent  pursuant  to an  Operating  Agreement  acceptable  to the
Administrative Agent and is in operation and such tenant or third party operator
is not the subject of a  Bankruptcy  Event;  (g) any  required  rental  payment,
principal or interest  payment,  payments of real  property  taxes,  payments of
premiums on insurance  policies with respect to such Real Property  Asset is not
past due beyond the earlier of the applicable grace period with respect thereto,
if any,  and 60 days;  (h) there  shall not have  occurred  a default  under any
Material  Contract  applicable to such  Borrowing Base Asset (and in the case of
the Prime Care Lease, applicable to the real property asset which is the subject
of the Prime Care Lease), (i) no Material Contract  applicable to such Borrowing
Base  Asset  (and in the case of the Prime Care  Lease,  applicable  to the real
property  asset which is the  subject of the Prime Care  Lease)  shall have been
terminated  without the prior written consent of the Required Lenders and (j) no
condemnation proceeding shall have been instituted (and remain undismissed for a
period of thirty (30) consecutive  days) or condemnation  has occurred,  in each
case, with respect to a material  portion of the Real Property Asset (and in the
case of the Prime Care Lease,  each real property  asset which is the subject of
the Prime Care Lease);  "Borrowing Base Assets" means a collective  reference to
all Borrowing Base Assets in existence at any given time.

         "Borrowing Base Certificate" shall mean a certificate  substantially in
the form of Exhibit K hereto delivered to the  Administrative  Agent pursuant to
Section  5.1(j)  and (a)  setting  forth  each Real  Property  Asset used in the
calculation of the Borrowing Base and the certifying the Total  Collateral Value
and  Mortgageability  Amount of each of the  Borrowing  Base Assets with respect
thereto, (b) certifying (based upon its own information and the information made
available  to the  Borrower by the  respective  operators  of the Real  Property
Assets,  which information the Borrower believes in good faith to be is true and
correct) (i) as to the  calculation  of the Borrowing Base Amount as of the date
of  such  certificate  and  (ii)  that  each  Real  Property  Asset  used in the
calculation  of the  Borrowing  Base  Amount is a  Borrowing  Base Asset and (c)
providing such other information with respect to the Real Property Assets and/or
the Borrowing Base Assets as the Administrative Agent may reasonably require.
<PAGE>
         "Business Day" means (a) any day other than a Saturday, Sunday or other
day on which banks in Charlotte,  North  Carolina or New York City, New York are
authorized or required to close and (b) with reference to a Eurodollar Loan, any
such day that is also a day on which dealings in Dollar deposits are carried out
in the London interbank market.

         "Businesses"  means,  at  any  time,  a  collective  reference  to  the
businesses operated by the Consolidated Parties at such time.

         "Capital   Expenditures"   means,  with  respect  to  any  Person,  all
expenditures  made and liabilities  incurred for the acquisition of assets which
are not, in  accordance  with GAAP,  treated as expense items for such Person in
the year made or incurred or as a prepaid expense applicable to a future year or
years.

         "Capitalized  Lease  Obligation"  means  Indebtedness   represented  by
obligations  under a lease that is  required  to be  capitalized  for  financial
reporting  purposes in accordance with GAAP, and the amount of such Indebtedness
is the  capitalized  amount of such  obligations  determined in accordance  with
GAAP.

         "Capital Stock" means (i) in the case of a corporation,  capital stock,
(ii) in  the case of an  association  or  business  entity,  any and all shares,
interests,  participations,  rights or other equivalents (however designated) of
capital  stock,  (iii) in  the  case  of a  partnership,  partnership  interests
(whether general or limited),  (iv) in the case of a limited liability  company,
membership interests and (v) any other interest or participation that confers on
a Person  the  right to  receive  a share  of the  profits  and  losses  of,  or
distributions of assets of, the issuing Person.

         "Cash Equivalents" means: (a) securities issued,  guaranteed or insured
by the United  States of America or any of its agencies  with  maturities of not
more than one (1) year from the date acquired;  (b) certificates of deposit with
maturities  of not more  than one (1) year  from the date  acquired  issued by a
United States federal or state chartered commercial bank of recognized standing,
which has capital and  unimpaired  surplus in excess of  $500,000,000  and which
bank or its holding company has a short-term commercial paper rating of at least
A-2 or the  equivalent  by S&P, at least P-2 or the  equivalent by Moody's or an
equivalent rating by another  nationally  recognized rating agency;  (c) reverse
repurchase  agreements  with terms of not more than seven (7) days from the date
acquired,  for  securities of the type described in clause (a) above and entered
into only with commercial  banks having the  qualifications  described in clause
(b) above; (d) commercial paper issued by any Person incorporated under the laws
of the United States of America or any state thereof or the District of Columbia
and rated at least A-2-or the  equivalent  thereof by S&P or at least P-2 or the
equivalent thereof by Moody's or another nationally recognized rating agency, in
each case with  maturities of not more than one (1) year from the date acquired;
and (e)  investments  in money  market  funds  registered  under the  Investment
Company Act of 1940, which have net assets of at least $500,000,000 and at least
85% of whose assets  consist of  securities  and other  obligations  of the type
described in clauses (a) through (d) above.
<PAGE>
         "Cash  Management  Agreement"  means  any  agreement  for the  deposit,
transfer and  disbursement  of revenues from any of the  Borrowing  Base Assets,
including  without  limitation,   those  certain  Cash  Management  and  Pooling
Agreements dated as of September 30, 2002 by and between,  among others, various
Guarantors  (as lessor),  Prime Care (as lessee) and  Marriott (as  operator) as
assigned,  subordinated,  amended, modified, renewed, extended,  supplemented or
replaced from time to time.

         "CERCLA"  means  the  Federal  Comprehensive   Environmental  Response,
Compensation and Liability Act of 1980, as amended,  42 U.S.C.  Section;  9601,
et seq.

         "Claims and  Expenses"  has the  meaning  given to such term in Section
11.8(a).

         "Closing  Date" means the later of (a) the  Agreement  Date and (b) the
date on which all of the  conditions  precedent  set forth in Section  5.1 shall
have been fulfilled.

         "Code" means the Internal  Revenue  Code of 1986,  as amended,  and any
successor  statute thereto,  as interpreted by the rules and regulations  issued
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 a  collective  reference  to all real and  personal
Property (including without limitation,  the Borrowing Base Assets) with respect
to which  Liens  in  favor of the  Administrative  Agent  are  either  executed,
identified  or purported to be granted  pursuant to and in  accordance  with the
terms of the Collateral Documents.

         "Collateral  Documents"  means a  collective  reference  to the  Pledge
Agreement,  the Security  Agreement,  the Mortgage  Instruments,  Assignments of
Mortgages,  Assignments of Leases, Assignments of Assignments of Leases, any UCC
financing statements securing payment hereunder, or any other documents securing
the Obligations under this Credit Agreement or any other Credit Document.

         "Compliance   Certificate"   has  the   meaning   given  such  term  in
Section 7.1(c).

         "Consolidated EBITDA" means, for any period, EBITDA of the Consolidated
Parties,  minus,  EBITDA  of any  Consolidated  Party  which  is  prohibited  or
restricted,  directly  or  indirectly  from  making  distributions,  directly or
indirectly, to RPI.

         "Consolidated   Fixed  Charges"   means,   for  any  period,   for  the
Consolidated Parties the sum of (without  duplication):  (i) Interest Expense of
the  Consolidated  Parties;  (ii) scheduled  principal  amortization  (excluding
balloon   payments  due  at  maturity)  and  (iii)  preferred  stock  dividends,
distributions and redemptions,  minus,  during such time as there is a principal
balance outstanding under the Additional Credit Facility,  the lesser of (i) the
aggregate Net Cash Proceeds from Equity Issuances during such period or (ii) the
aggregate  required  amortization  payments under the Additional Credit Facility
during such period.

         "Consolidated  Fixed Charge Coverage Ratio" means, as of the end of any
fiscal quarter of the Consolidated  Parties for the fiscal quarter period ending
on such date with respect to the Consolidated  Parties on a consolidated  basis,
the ratio of (a) Consolidated  EBITDA for such period to (b) Consolidated  Fixed
Charges for such period.

         "Consolidated  Parties"  means a  collective  reference  to RPI and its
Consolidated Subsidiaries; and a "Consolidated Party" means any one of them.

         "Consolidated   Subsidiary"  means,  with  respect  to  a  Person,  any
Subsidiary of such Person the accounts of which are required to be  consolidated
with those of such Person in its consolidated financial statements in accordance
with GAAP.

         "Consolidated  Tangible  Net  Worth"  means,  at any  date,  the  total
consolidated  shareholders'  (or equivalent  owner's) equity of the Consolidated
Parties at such date,  minus assets,  which are classified as intangible  assets
(in accordance with GAAP).

         "Consolidated Total Net Leverage" means, for any period, the sum of (i)
all  Indebtedness  (including,   without  duplication,  100%  of  unconsolidated
recourse  obligations) of the Consolidated Parties in accordance with GAAP minus
(ii) the sum of unrestricted cash in excess of $12 million,  security  deposits,
accounts  payable,  accrued  expenses  and  prepaid  rent  (all  as  defined  in
accordance with GAAP).

         "Consolidated  Total Net Leverage  Ratio"  means,  as of the end of any
fiscal quarter of the Consolidated  Parties for the fiscal quarter period ending
on such date with respect to the Consolidated  Parties on a consolidated  basis,
the ratio of (a) Consolidated Total Net Leverage to (b) Gross Asset Value.

         "Continue",   "Continuation"   and  "Continued"   each  refers  to  the
continuation of a Eurodollar  Loan from one Interest Period to another  Interest
Period pursuant to Section 3.3.

         "Contribution Share" has the meaning given to such term in Section 4.2.

         "Convert",  "Conversion"  and "Converted" each refers to the conversion
of a Loan of one Type into a Loan of another Type pursuant to Section 3.4.

         "Credit Agreement" means this Credit Agreement,  as modified,  amended,
restated or supplemented from time to time.

         "Credit  Documents"  means  a  collective   reference  to  this  Credit
Agreement,  each Revolving  Note,  each Letter of Credit,  each Letter of Credit
Application,  the Agent's Fee Letter, the Collateral  Documents,  and each other
document or  instrument  now or hereafter  executed and  delivered by any Credit
Party in connection  with,  pursuant to or relating to this Credit Agreement (in
each  case  as  the  same  may be  amended,  modified,  restated,  supplemented,
extended,  renewed or replaced from time to time),  and "Credit  Document" means
any one of them.

         "Credit  Event" means any of the  following:  (a) the making (or deemed
making) of any Loan,  (b) the  Conversion  of a Loan and (c) the  issuance  of a
Letter of Credit.
<PAGE>
         "Credit  Parties" means a collective  reference to the Borrower and the
Guarantors,  and "Credit  Party" means any one of them.  The term "Credit Party"
shall not include any  Subsidiary  of any Credit Party that is not itself also a
Credit Party.

         "Debtor  Relief Laws" means the  Bankruptcy  Code of the United States,
and all  other  liquidation,  conservatorship,  bankruptcy,  assignment  for the
benefit  of  creditors,  moratorium,  rearrangement,  receivership,  insolvency,
reorganization,  or similar  debtor  relief  Laws of the United  States or other
applicable jurisdictions from time to time in effect and affecting the rights of
creditors generally.

         "Default" means any of the events  specified in Section 9.1, whether or
not there has been satisfied any requirement for the giving of notice, the lapse
of time, or both.

         "Default  Rate"  means in respect of any  principal  of any Loan or any
other  Obligation  that is not paid when due  (whether  at stated  maturity,  by
acceleration,  by optional or mandatory  prepayment  or  otherwise),  a rate per
annum equal to two  percent  (2.0%) plus the Base Rate as in effect from time to
time.

         "Defaulting Lender" has the meaning set forth in Section 3.22(a).

         "Dollars"  or "$" means the lawful  currency  of the  United  States of
America.

         "EBITDA" means with respect to any Person for any period,  consolidated
net income, plus, without duplication and to the extent reflected as a charge in
the statement of such  consolidated  net income for such period,  the sum of (i)
Interest Expense,  (iii) income taxes paid, (iii)  depreciation and amortization
and (iv) the  non-cash  component of any  non-recurring  item of loss or expense
which was deducted in determining  net income,  minus, to the extent included in
the  statement  of such net  income  for such  period,  the sum of (i) any gains
arising  outside  the  ordinary  course of business  that have been  included in
determining net income and (ii) minority interests (in accordance with GAAP).

         "Eligible Assignee" has the meaning given that term in Section 11.7(g).

         "Environmental  Laws"  means any and all  Federal,  state,  local,  and
foreign statutes,  laws,  regulations,  ordinances,  rules,  judgments,  orders,
decrees,  permits,  concessions,  grants,  franchises,  licenses,  agreements or
governmental  restrictions  relating  to  pollution  and the  protection  of the
environment  or the release of any  materials  into the  environment,  including
those related to hazardous substances or wastes, air emissions and discharges to
waste or public systems.

         "Environmental Liability" means any liability,  contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties  or  indemnities),  of the Credit  Parties or any of their  respective
Subsidiaries  directly or indirectly  resulting from or based upon (a) violation
of any Environmental  Law, (b) the generation,  use,  handling,  transportation,
storage,  treatment or disposal of any Hazardous Materials,  (c) exposure to any
Hazardous  Materials,  (d) the release or  threatened  release of any  Hazardous
Materials  into  the  environment  or  (e)  any  contract,  agreement  or  other
consensual  arrangement  pursuant to which  liability is assumed or imposed with
respect to any of the foregoing.

         "Equity Interests" means, with respect to any Person, shares of capital
stock of (or other  ownership or profit  interests  in) such  Person,  warrants,
options or other rights for the purchase or other  acquisition  from such Person
of shares of capital stock of (or other  ownership or profit  interests in) such
Person,  securities convertible into or exchangeable for shares of capital stock
of (or other ownership or profit  interests in) such Person or warrants,  rights
or options for the purchase or other acquisition from such Person of such shares
(or such other  interests),  and other  ownership  or profit  interests  in such
Person (including,  without limitation,  partnership,  member or trust interests
therein), whether voting or nonvoting, and whether or not such shares, warrants,
options,  rights or other interests are authorized or otherwise  existing on any
date of determination.  Debt securities  convertible into other Equity Interests
shall not constitute Equity Interests.

         "Equity  Issuance" means any issuance or sale by a Person of any Equity
Interest in such Person.

         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
in effect from time to time.

         "Eurodollar  Loans" means Loans bearing interest at a rate based on the
Eurodollar Rate.

         "Eurodollar  Rate" means for any  Interest  Period with  respect to any
Eurodollar Loan:

         (a)  the  rate  per  annum  equal  to  the  rate   determined   by  the
         Administrative Agent to be the offered rate that appears on the page of
         the Telerate screen (or any successor thereto) that displays an average
         British Bankers  Association  Interest  Settlement Rate for deposits in
         Dollars (for delivery on the first day of such Interest  Period) with a
         term equivalent to such Interest Period, determined as of approximately
         11:00 a.m.  (London  time) two Business  Days prior to the first day of
         such Interest Period, or

         (b) if the rate referenced in the preceding  clause (a) does not appear
         on such page or service or such page or service shall not be available,
         the rate per annum equal to the rate  determined by the  Administrative
         Agent to be the offered  rate on such other page or other  service that
         displays an average British  Bankers  Association  Interest  Settlement
         Rate for  deposits  in Dollars  (for  delivery on the first day of such
         Interest  Period)  with a term  equivalent  to  such  Interest  Period,
         determined as of  approximately  11:00 a.m.  (London time) two Business
         Days prior to the first day of such Interest Period, or

         (c) if the rates  referenced in the  preceding  clauses (a) and (b) are
         not  available,  the rate per annum  determined  by the  Administrative
         Agent as the rate of interest at which deposits in Dollars for delivery
         on the  first  day of such  Interest  Period  in same day  funds in the
         approximate  amount of the  Eurodollar  Loan being made,  continued  or
         converted  by
<PAGE>
         Bank of America  and with a term  equivalent  to such  Interest  Period
         would be offered by Bank of America's  London  Branch to major banks in
         the   London   interbank   eurodollar   market  at  their   request  at
         approximately  4:00 p.m.  (London  time) two Business Days prior to the
         first day of such Interest Period.

         "Event of Default"  means any of the events  specified in  Section 9.1,
provided that any requirement for notice or lapse of time or any other condition
has been satisfied.

         "Excess Payment" has the meaning given to such term in Section 4.6.

         "Executive  Officer"  of any  Person  means any of the chief  executive
officer,  chief  operating  officer,  president,  senior vice  president,  chief
financial officer or treasurer of such Person.

         "Facility Lease" means,  with respect to each Real Property Asset which
is a Borrowing Base Asset, a lease  (including,  without  limitation,  the Prime
Care Lease) of all of such Real Property Asset from the applicable  Credit Party
as lessor, to a tenant acceptable to the Administrative Agent, which lease shall
be in form and substance  satisfactory  to the  Administrative  Agent.  The term
"Facility  Lease"  does  not  include  any  subleases   granted  by  the  tenant
thereunder.

         "Federal  Funds Rate"  means,  for any day, the rate per annum equal to
the weighted average of the rates on overnight  Federal funds  transactions with
members of the Federal  Reserve System arranged by Federal funds brokers on such
day,  as  published  by the  Federal  Reserve  Bank  on the  Business  Day  next
succeeding  such day;  provided  that (a) if such day is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such  transactions  on the
next preceding Business Day as so published on the next succeeding Business Day,
and (b) if no such rate is so published on such next  succeeding  Business  Day,
the Federal Funds Rate for such day shall be the average rate  (rounded  upward,
if necessary,  to a whole multiple of 1/100 of 1%) charged to Bank of America on
such day on such transactions as determined by the Administrative Agent.

         "Fees"  means the fees and  commissions  provided for or referred to in
Section 2.2(i)  and  Section  3.7 and any other  fees  payable  by the  Borrower
hereunder  or under any other  Credit  Document,  or  otherwise  payable  by the
Borrower  to the  Administrative  Agent or any  Lender  in  connection  with the
transactions relating to this Credit Agreement.

         "Financing  Statements"  means  the  UCC  financing  statements  to  be
recorded  in  connection  with  this  Credit   Agreement  as  security  for  the
Obligations hereunder.

         "Flood  Hazard  Property"  has the  meaning  set forth for such term in
Section 5.1(e)(v).

         "Foreign  Lender"  means  any  Lender  organized  under  the  laws of a
jurisdiction other than the United States of America.

         "FRB" means the Board of Governors of the Federal Reserve System of the
United States.
<PAGE>
         "Funds From Operations"  means, for a given period, (a) net earnings of
RPI and its Subsidiaries (before minority interests and before extraordinary and
non recurring  items) for such period minus (or plus) (b) gains (or losses) from
debt   restructuring   and  sales  of  property  during  such  period  plus  (c)
depreciation and amortization of real property assets for such period, and after
adjustments for unconsolidated partnerships and joint ventures.

         "GAAP" means generally accepted accounting  principles set forth in the
opinions and  pronouncements of the Accounting  Principles Board of the American
Institute of Certified Public  Accountants and statements and  pronouncements of
the Financial Accounting Standards Board (including, without limitation FASB 133
and  FASB 137,  regardless  of  whether  or not  implemented)  or in such  other
statements by such other entity as may be approved by a  significant  segment of
the accounting profession.

         "Governmental Approvals" means all authorizations, consents, approvals,
licenses and exemptions of,  registrations and filings with, and reports to, all
Governmental Authorities.

         "Governmental  Authority" means any national, state or local government
(whether domestic or foreign),  any political  subdivision  thereof or any other
governmental, quasi-governmental, judicial, public or statutory instrumentality,
authority,  body, agency, bureau or entity (including,  without limitation,  the
Federal Deposit  Insurance  Corporation,  the Comptroller of the Currency or the
Federal  Reserve  Board,  any central bank or any  comparable  authority) or any
arbitrator with authority to bind a party at law.

         "Gross  Asset  Value"  means,  for  any  period,  with  respect  to the
Consolidated  Parties on a consolidated basis, the sum of (a) the product of (i)
annualized prior fiscal quarter  Consolidated  EBITDA minus the aggregate amount
of Consolidated EBITDA  attributable to each Real Property Asset acquired,  sold
or  otherwise  disposed of during such prior fiscal  quarter,  divided by (ii) a
capitalization  rate of  11.0%,  plus  (b)  the  acquisition  cost of each  Real
Property Asset acquired during such prior fiscal quarter.

         "Guarantors"  means a collective  reference to (a) RPI, (b) the Parents
and (c) each  Subsidiary of the Borrower  which  directly or  indirectly  owns a
Borrowing  Base Asset and is a party hereto or has executed a Joinder  Agreement
pursuant to Section 7.16 hereof,  from time to time, exist,  together with their
successors and permitted assigns, and "Guarantor" means any one of them.

         "Guaranteed  Obligations"  means,  without  duplication,   all  of  the
obligations of the Borrower and any Person  guaranteeing  the obligations of the
Borrower or any Credit Party to the Lenders,  whenever arising, under the Credit
Agreement,  the Revolving Notes or any of the other Credit Documents (including,
but not limited to, any interest  accruing  after the occurrence of a Bankruptcy
Event with respect to the  Borrower,  regardless  of whether such interest is an
allowed  claim under the  Bankruptcy  Code),  whether now  existing or hereafter
arising,  due or to become due,  direct or  indirect,  absolute  or  contingent,
howsoever  evidenced,  held or acquired,  as such Guaranteed  Obligations may be
modified, extended, renewed or replaced from time to time.

         "Hazardous Materials" means all or any of the following: (a) substances
that are  defined  or listed  in,  or  otherwise  classified  pursuant  to,  any
applicable Environmental Laws as "hazardous substances",  "hazardous materials",
"hazardous wastes",  "toxic substances",  "solid wastes",  biohazardous wastes",
"medical waste" or any other  formulation  intended to define,  list or classify
substances  by  reason  of   deleterious   properties   such  as   ignitability,
corrosivity,  reactivity,  carcinogenicity,   reproductive  toxicity  or  "TLCP"
toxicity,  "EP toxicity";  (b) oil,  petroleum or petroleum derived  substances,
natural gas, natural gas liquids or synthetic gas and drilling fluids,  produced
waters  and  other  wastes  associated  with  the  exploration,  development  or
production of crude oil, natural gas or geothermal resources;  (c) any flammable
substances or explosives or any radioactive  materials;  and (d) asbestos in any
form  or  (e)   polychlorinated   biphenyls  ("PCBs")  including  any  equipment
containing PCBs.

         "Hedge  Agreements"  means,  collectively,  any rate swap  transaction,
basis swap, forward rate transaction,  commodity swap, commodity option,  equity
or equity index  option,  bond option,  interest rate option,  foreign  exchange
transaction, short sale transaction, cap transaction, floor transaction,  collar
transaction,  currency swap  transaction,  cross currency rate swap transaction,
currency  option,  any other  similar  transaction  (including  any option  with
respect to any of these transactions) and any combination of the foregoing which
directly hedges or offsets  interest rate risk or other market risk with respect
to any of the  obligations of the Credit  Parties under the Credit  Documents or
any underlying asset or position held or owned by the Credit Parties at the time
such transaction is entered into.

         "Indebtedness"  means,  with  respect  to a  Person,  at  the  time  of
computation  thereof,  all of the following  determined on a consolidated  basis
(without  duplication):  (a) all indebtedness of such Person for borrowed money;
(b) all  obligations of such Person for the deferred  purchase price of Property
and assets or services  which have been  purchased in an installment or deferred
payment  contract (other than trade payables or other accounts  payable incurred
in the ordinary course of such Person's  business and not past due for more than
ninety  (90) days  after the date on which  each such  trade  payable or account
payable  was  created);  (c) all  obligations  of  such  Person  under  purchase
contracts for Property which represent the lesser of (i) the liquidated  damages
payable by such Person  under such  purchase  contract and (ii) the amount which
has become payable by such Person under such purchase  contract  without further
contingency;  (d) all  obligations  of such Person  evidenced  by notes,  bonds,
debentures or other similar  instruments,  or upon which  interest  payments are
customarily made; (e) all Capitalized Lease Obligations of such Person;  (f) all
obligations, contingent or otherwise, of such Person under acceptance, letter of
credit or similar  facilities;  (g) all  obligations  of such Person  created or
arising  under any  conditional  sale or other title  retention  agreement  with
respect to property or assets  acquired by such Person  (even  though the rights
and  remedies of the seller or the lender  under such  agreement in the event of
default are limited to repossession or sale of such property or assets); (h) all
guarantees and other contingent  obligations of such Person; (i) all Off Balance
Sheet  Liabilities  of such  Person;  (j) all  obligations  of  such  Person  to
purchase,  redeem,  retire,  defease or otherwise make any payment in respect of
any Equity Interests in such Person or any other Person,  valued, in the case of
redeemable  Preferred  Stock,  at the greater of its  voluntary  or  involuntary
liquidation preference plus accrued and unpaid dividends; (k) all obligations of
such Person in respect of any take-out  commitment or forward equity commitment;
(l) all  obligations of such Person under any Hedge  Agreement;  (m) the maximum
amount of all  performance  and  standby  letters of credit  issued or  bankers'
acceptances  facilities  created for the  account of such  Person  and,  without
duplication,  all drafts drawn thereunder (to the extent unreimbursed);  (n) the
aggregate  amount of uncollected  accounts  receivable of such Person subject at
such time to a sale of receivables  (or similar  transaction) to the extent such
transaction  is  effected  with  recourse  to such  Person  (whether or not such
transaction would be reflected on the balance sheet of such Person in accordance
with GAAP);  (o) all  obligations  of such Person to repurchase  any  securities
issued by such Person at any time prior to the  Maturity  Date which  repurchase
obligations are related to the issuance thereof, including,  without limitation,
obligations commonly known as residual equity appreciation potential shares; (p)
obligations  of such Person under any repurchase  financing  facility or similar
financing  arrangement  under  which  such  Person is  obligated  to  repurchase
mortgage  instruments  or other real property  interests;  (q) all  indebtedness
referred to in clauses (a) through (p) above and other  payment  obligations  of
another Person secured by (or for which the holder of such  indebtedness  has an
existing right,  contingent or otherwise, to be secured by) any Lien on property
or assets  owned by such  Person,  even  though  such  Person has not assumed or
become liable for the payment of such indebtedness or other payment  obligation,
valued, in the case of any such  indebtedness or other payment  obligation as to
which recourse for the payment  thereof is expressly  limited to the property or
assets  on which  such  Lien is  granted,  at the  lesser  of (i) the  stated or
determinable  amount of the indebtedness or other payment  obligation that is so
secured or, if not stated or determinable,  the maximum  reasonably  anticipated
liability  in respect  thereof  (assuming  such  Person is  required  to perform
thereunder)  and (ii) the fair market value of such property or assets;  (r) all
other  obligations  of such Person  considered as debt by nationally  recognized
securities  rating  agencies  and  (s)  such  Person's  pro  rata  share  of the
indebtedness of any Unconsolidated Affiliate.

         "Indemnified   Party"   has  the   meaning   given  to  such   term  in
Section 11.8(a).

         "Indemnity  Proceeding"  has the meaning  given to such term in Section
11.8(a).

         "Insolvent"  means, with respect to any Person as of a particular date,
that on such  date  (i)  such  Person  is  unable  to pay its  debts  and  other
liabilities,  contingent obligations and other commitments as they mature in the
normal  course of  business,  (ii) such Person  intends to, or believes  that it
will,  incur debts or  liabilities  beyond such Person's  ability to pay as such
debts and  liabilities  mature in their  ordinary  course,  (iii) such Person is
engaged in a business or a transaction, or is about to engage in a business or a
transaction,  for which such Person's  Property  would  constitute  unreasonably
small capital after giving due  consideration to the prevailing  practice in the
industry in which such  Person is engaged or is to engage,  (iv) the fair market
value  of the  Property  of such  Person  is  less  than  the  total  amount  of
liabilities,  including,  without limitation,  contingent  liabilities,  of such
Person or (v) the  present  fair  salable  value of the assets of such Person is
less than the amount that will be required to pay the probable liability of such
Person on its debts as they become absolute and matured. In computing the amount
of contingent liabilities at any time, it is intended that such liabilities will
be computed  at the amount  which,  in light of all the facts and  circumstances
existing at such time,  represents the amount that can reasonably be expected to
become an actual or matured liability.

         "Intellectual  Property"  has the  meaning  given  such term in Section
6.15.

         "Interest  Expense"  means with respect to any Person,  for any period,
total interest expense of such Person whether accrued,  paid, or capitalized (in
accordance with GAAP).

         "Interest  Payment Date" means (a) in the case of a Base Rate Loan, the
last Business Day of each March,  June,  September and December and the Maturity
Date.  (b) in the case of a Eurodollar  Loan,  on the last day of each  Interest
Period therefor and, if such Interest  Period is longer than three months,  then
also the date three months from the  beginning  of the Interest  Period and each
three  months  thereafter,  and (c) in the case of any Loan,  upon the  payment,
prepayment or  Continuation  thereof or the Conversion of such Loan to a Loan of
another Type (but only on the principal amount so paid, prepaid or Converted).

         "Interest  Period"  means,  with respect to any Eurodollar  Loan,  each
period  commencing on the date such  Eurodollar  Loan is made or the last day of
the next preceding  Interest  Period for such Loan and ending on the numerically
corresponding  day  in  the  first,   second,  third  or  sixth  calendar  month
thereafter,  as the  Borrower  may  select in a Loan  Notice,  except  that each
Interest  Period that commences on the last Business Day of a calendar month (or
on  any  day  for  which  there  is no  numerically  corresponding  day  in  the
appropriate subsequent calendar month) shall end on the last Business Day of the
appropriate subsequent calendar month; provided, however, that (a) each Interest
Period with respect to a Eurodollar Loan that would otherwise end on a day which
is not a Business Day shall end on the next succeeding Business Day (or, if such
next succeeding Business Day falls in the next succeeding calendar month, on the
next  preceding  Business Day);  (b) the Borrower may request  Interest  Periods
having  durations  of less than one month for the sole  purpose of managing  the
number  of  outstanding  Interest  Periods;  and  (c)  if  as a  result  of  the
application  of  either  of  the  immediately  preceding  clauses  (a) or (b) an
Interest  Period for any Eurodollar  Loan would have a duration of less than one
month,  such Interest  Period shall be available only at the sole  discretion of
the  Administrative  Agent.  Notwithstanding  anything to the contrary contained
herein, no Interest Period shall end after the Maturity Date.

         "Investment"  means, with respect to any Person and whether or not such
investment  constitutes a controlling  interest in such Person: (a) the purchase
or other acquisition of any share of capital stock,  evidence of Indebtedness or
other security issued by any other Person; (b) any loan, advance or extension of
credit  (other than trade  payables or other  accounts  payable  incurred in the
ordinary course of business) to, or contribution (in the form of money or goods)
to the  capital  of,  any  other  Person;  and  (c)  any  commitment  to make an
Investment in any other Person.

         "Involuntary  Disposition"  shall  have the  meaning  for such term set
forth in Section 7.6(b).

         "Issuing  Lender"  means  Bank  of  America,   as  the  Issuing  Lender
hereunder, and any of its successors or any successor Issuing Lender pursuant to
the terms hereof.

         "Joinder Agreement" means a Joinder Agreement substantially in the form
of Exhibit B to be executed by each new  Subsidiary  of either of the Parents or
of the Borrower in accordance with Section 7.16.
<PAGE>
         "Laws" means, collectively, all international,  foreign, Federal, state
and local statutes, treaties, rules, guidelines, regulations,  ordinances, codes
and  administrative  or  judicial  precedents  or  authorities,   including  the
interpretation or administration  thereof by any Governmental  Authority charged
with  the  enforcement,   interpretation  or  administration  thereof,  and  all
applicable   administrative  orders,   directed  duties,   requests,   licenses,
authorizations and permits of, and agreements with, any Governmental  Authority,
in each case whether or not having the force of law.

         "Lender"  means  each  financial  institution  from time to time  party
hereto as a "Lender", together with its respective successors and assigns.

         "Lending  Office" means, for each Lender and for each Type of Loan, the
office of such Lender  specified as such on its signature  page hereto or in the
applicable  Assignment  and Assumption  Agreement,  or such other office of such
Lender as such Lender may notify the  Administrative  Agent in writing from time
to time.

         "Letter of Credit"  means any  letter of credit  issued by the  Issuing
Lender  for the  account  of the  Borrower  in  accordance  with  the  terms  of
Section 2.2; and "Letters of Credit" means any number thereof, as applicable.

         "Letter of Credit  Application"  means an application and agreement for
the issuance or amendment of a Letter of Credit in the form from time to time in
use by the Issuing Lender.

         "Letter of Credit  Expiration  Date"  means the day that is thirty (30)
days  prior  to the  Maturity  Date  then in  effect  (or,  if such day is not a
Business Day, the next preceding Business Day).

         "Letter of Credit  Fee" has the  meaning  given to such term in Section
2.2(i).

         "Lien" as applied to the property of any Person means: (a) any security
interest,  encumbrance,  mortgage,  deed to secure debt, deed of trust,  pledge,
lien, charge, ground lease or lease constituting a Capitalized Lease Obligation,
conditional sale or other title retention agreement,  or other security title or
encumbrance  of any kind in respect of any property of such Person,  or upon the
income or profits  therefrom;  (b) any  arrangement,  express or implied,  under
which any  property  of such Person is  transferred,  sequestered  or  otherwise
identified for the purpose of subjecting the same to the payment of Indebtedness
or  performance  of any other  obligation  in  priority  to the  payment  of the
general,  unsecured  creditors of such Person;  (c) the filing of any  financing
statement   under  the  Uniform   Commercial  Code  or  its  equivalent  in  any
jurisdiction;  and (d) any agreement by such Person to grant,  give or otherwise
convey any of the foregoing.

         "Loan" or  "Loans"  means  the  Revolving  Loans  (or a portion  of any
Revolving  Loan  bearing  interest  at the  Adjusted  Base Rate or the  Adjusted
Eurodollar Rate and referred to as a Base Rate Loan or a Eurodollar Loan).
<PAGE>
         "Loan  Notice"  means a notice to be  delivered  to the  Administrative
Agent  pursuant to (a) Section 2.1(b)  evidencing  the Borrower's  request for a
borrowing of Revolving Loans, (b) Section 3.3 evidencing the Borrower's  request
for the  Continuation  of a Eurodollar  Loan or (c) Section 3.4  evidencing  the
Borrower's  request for the  Conversion of a Loan from one Type to another Type,
which, if in writing, shall be substantially in the form of Exhibit C.

         "LOC Advance" means, with respect to each Lender, such Lender's funding
of its participation in any LOC Borrowing in accordance with its Pro Rata Share.

         "LOC Borrowing"  means an extension of credit  resulting from a drawing
under any Letter of Credit which has not been  reimbursed  on the date when made
or refinanced as a Base Rate Loan.

         "LOC Committed Amount" means, at any given time, an amount equal to ten
percent (10%) of the Revolving Committed Amount.

         "LOC Credit Extension" means, with respect to any Letter of Credit, the
issuance  thereof or  extension  of the expiry date  thereof,  or the renewal or
increase of the amount thereof.

         "LOC Obligations" shall mean, without  duplication,  at any time and in
respect  of all  Letters of  Credit,  the sum of (a) the  Stated  Amount of such
Letters  of  Credit  plus  (b) the  aggregate  unpaid  principal  amount  of all
Reimbursement  Obligations  of the  Borrower  at such  time due and  payable  in
respect of all drawings made under such Letters of Credit.  For purposes of this
Credit  Agreement,  a Lender  (other than the Issuing  Lender in its capacity as
such)  shall be  deemed  to hold an LOC  Obligation  in an  amount  equal to its
participation  interest in the Letters of Credit under  Section 2.2(c),  and the
Issuing  Lender shall be deemed to hold an LOC  Obligation in an amount equal to
its  retained  interest  in the  Letters of Credit  after  giving  effect to the
acquisition   by  the  Lenders   (other  than  the  Issuing   Lender)  of  their
participation interests under such Section.

         "Marriott"  means  Marriott  Senior Living  Services,  Inc., a Delaware
corporation.

         "Material Adverse Effect" means a materially  adverse effect on (a) the
business, properties,  condition (financial or otherwise), results of operations
or performance of (i) the Borrower,  (ii) RPI or (iii) RPI and its  Consolidated
Subsidiaries taken as a whole, so as to either (x) materially impair the overall
financial  condition  of such party or  parties on either a current or  forecast
economic or financial  accounting  basis or (y) materially and adversely  impact
the solvency of such party or the liquidity of such party as required hereunder;
(b) the ability of any Credit Party to perform its obligations  under any Credit
Document to which it is a party;  (c) the validity or  enforceability  of any of
the Credit  Documents;  or (d) the rights and  remedies  of the  Lenders and the
Administrative Agent under any of such Credit Documents.

         "Material  Contract"  means,  collectively,  the Prime Care Lease,  any
Facility  Lease,  any Operating  Agreement,  Cash Management  Agreement,  or any
similar agreement with respect to any Borrowing Base Asset.
<PAGE>
         "Maturity  Date" means March 16, 2005,  as such date may be extended in
accordance with Section 3.5.

         "Moody's" means Moody's Investors  Service,  Inc., and any successor in
interest thereto.

         "Mortgageability  Amount"  means,  with respect to the  Borrowing  Base
Assets,  the sum of the  principal  amounts  of a  mortgage  loan that  would be
available to be borrowed  against each  Borrowing Base Asset (or with respect to
the Prime Care Lease,  the amount of a mortgage  loan that would be available to
be borrowed  against the Prime Care Lease)  assuming (i) an annual interest rate
of 9.00%, (ii) a 30-year amortization schedule and (iii) a debt service coverage
ratio  requirement of 1.50 to 1.00  (determined by annualizing  the Net Revenues
for  such  Borrowing  Base  Asset  for the  most  recently  completed  quarterly
accounting period).

         "Mortgage  Instrument"  means a first lien priority  mortgage,  deed of
trust or deed to secure debt in favor of the  Administrative  Agent with respect
to a  Borrowing  Base  Asset.  Each  Mortgage  Instrument  shall  be in form and
substance satisfactory to the Administrative Agent and suitable for recording in
the applicable jurisdiction.

         "Mortgage  Policies"  shall have the  meaning  assigned to such term in
Section 5.1(e)(ix).

         "Multiemployer  Plan" means a Plan which is a  "multiemployer  plan" as
defined in Sections 3(37) or 4001(a)(3) of ERISA.

         "Multiple Employer Plan" means a Plan (other than a Multiemployer Plan)
which any Credit Party or any ERISA  Affiliate  and at least one employer  other
than the Credit Parties or any ERISA Affiliate are contributing sponsors.

         "Negative  Pledge" means a provision of any agreement  (other than this
Credit  Agreement or any other Credit  Document)  that prohibits the creation of
any Lien on any assets of a Person;  provided,  however,  that an agreement that
establishes  a maximum ratio of unsecured  debt to  unencumbered  assets,  or of
secured debt to total assets, or that otherwise conditions a Person's ability to
encumber its assets upon the  maintenance of one or more  specified  ratios that
limit such  Person's  ability to encumber  its assets but that do not  generally
prohibit the encumbrance of its assets,  or the encumbrance of specific  assets,
shall not constitute a "Negative Pledge" for purposes of this Credit Agreement.

         "Net Cash Proceeds"  means,  with respect to any Person,  the aggregate
proceeds paid in cash or Cash Equivalents  received by such Person in respect of
any Equity  Issuance or any  Involuntary  Disposition  net of  (a) direct  costs
(including,  without limitation,  legal, accounting and investment banking fees,
and sales  commissions)  and (b) taxes paid or payable as a result  thereof;  it
being understood that "Net Cash Proceeds" shall include, without limitation, any
cash or Cash  Equivalents  received  upon the sale or other  disposition  of any
non-cash  consideration  received by any such  Person in any Equity  Issuance or
Involuntary Disposition.

         "Net Revenues" shall mean, (i) with respect to the Prime Care Lease (to
the extent it  constitutes a Borrowing  Base Asset),  the sum of (A)  First-Tier
Minimum Rent, plus (B) Second-
<PAGE>
Tier  Minimum Rent plus (C)  Additional  Rent (each as defined in the Prime Care
Lease) and each to the extent actually received in cash by the applicable Credit
Party  pursuant  to the  Prime  Care  Lease  and the Cash  Management  Agreement
relating  thereto,  minus (D) the pro rata share of general  and  administrative
expenses  allocated  by RPI, the Parents  and/or the Borrower to the  applicable
Credit  Parties with respect to such  Borrowing Base Asset and (ii) with respect
to any  Borrowing  Base Asset (other than the Prime Care Lease),  the sum of (A)
rental payments  received in cash by the applicable Credit Party (whether in the
nature  of  base  rent,  minimum  rent,  percentage  rent,  additional  rent  or
otherwise, but exclusive of security deposits,  earnest money deposits,  advance
rentals, reserves for capital expenditures,  charges, expenses or items required
to be paid or  reimbursed by the tenant  thereunder  and proceeds from a sale or
other  disposition)  pursuant to the Facility Lease applicable to such Borrowing
Base Asset, minus (B) the pro rata share of general and administrative  expenses
allocated by RPI, the Parents and/or the Borrower to the applicable Credit Party
with respect to such Borrowing Base Asset.

         "Obligations"  means, all of the obligations of the Credit Parties with
respect to (a) the  aggregate  principal  balance of, and all accrued and unpaid
interest  on, all Loans,  (b) all  Reimbursement  Obligations  and all other LOC
Obligations, and (c) all other Indebtedness, liabilities, obligations, covenants
and duties of such Person owing to the  Administrative  Agent, any Lender or the
Issuing  Lender of every kind,  nature and  description,  under or in respect of
this Credit Agreement or any of the other Credit Documents,  including,  without
limitation,  the  Fees  and  indemnification  obligations,   whether  direct  or
indirect,  absolute or  contingent,  due or not due,  contractual  or  tortious,
liquidated or unliquidated, and whether or not evidenced by any promissory note.

         "Off Balance Sheet Liabilities"  means, with respect to any Person, (a)
any repurchase obligation or liability,  contingent or otherwise, of such Person
with respect to any accounts or notes receivable sold,  transferred or otherwise
disposed  of by  such  Person,  (b)  any  repurchase  obligation  or  liability,
contingent  or  otherwise,  of such  Person  with  respect to property or assets
leased  by  such  Person  as  lessee  and  (c) all  obligations,  contingent  or
otherwise,  of such Person under any Synthetic  Lease,  tax retention  operating
lease, off balance sheet loan or similar off balance sheet financing.

         "Operating  Agreement"  means  any  agreement  for  the  management  or
operation of any  Borrowing  Base Asset,  including  without  limitation,  those
certain  Operating  Agreements  dated as of  September  30, 2002 by and between,
various  Guarantors  (as  lessor),  Prime  Care (as  lessee)  and  Marriott  (as
operator) as  assigned,  subordinated,  amended,  modified,  renewed,  extended,
supplemented or replaced from time to time.

         "Operating  Lease"  means a lease of a parcel  of Real  Property  which
would not be categorized as a Capitalized Lease Obligation.

         "Parents"  has  the  meaning  given  to such  term in the  introductory
paragraph hereof.

         "Participant" has the meaning given that term in Section 11.4(c).

         "Participation   Interest"   means  a   purchase   by  a  Lender  of  a
participation in Letters of Credit or LOC Obligations as provided in Section 2.2
or in any Loans as provided in
<PAGE>
 Section 3.16.

         "PBGC" means the Pension Benefit Guaranty Corporation and any successor
agency.

         "Permitted  Liens" means,  as to any Person:  (a) Liens securing taxes,
assessments  and other charges or levies imposed by any  Governmental  Authority
(excluding  any Lien imposed  pursuant to any of the provisions of ERISA) or the
claims of materialmen,  mechanics, carders, warehousemen or landlords for labor,
materials,  supplies or rentals  incurred in the  ordinary  course of  business,
which are not at the time required to be paid or  discharged  under Section 7.5;
(b) Liens  consisting  of deposits or pledges  made,  in the ordinary  course of
business,  in  connection  with,  or to secure  payment  of,  obligations  under
workmen's  compensation,  unemployment insurance or similar applicable Laws; (c)
zoning restrictions, easements, rights-of-way, covenants, reservations and other
rights,  restrictions  or  encumbrances  of record on the use of real  property,
which do not  materially  detract from the value of such  property or materially
impair the use thereof in the business of such Person; (d) Liens in existence as
of the Agreement  Date and, with respect to the  Borrowing  Base Assets,  as set
forth on the  title  policies  (or  updates  thereto)  delivered  in  connection
herewith;  (e)  Liens,  if any,  in favor of the  Administrative  Agent  for the
benefit of the  Lenders;  and (f) Liens  pursuant to a  Precautionary  Mortgage,
provided all rights of the  lessor/mortgage  under such  Precautionary  Mortgage
have been assigned to the Administrative Agent as additional  collateral for the
Obligations.

         "Person"  means  an  individual,   corporation,   partnership,  limited
liability  company,  association,  trust or  unincorporated  organization,  or a
government or any agency or political subdivision thereof.

         "Plan" means any employee  benefit plan (as defined in  Section 3(3) of
ERISA)  which is covered by ERISA and with  respect to which any Credit Party or
any ERISA  Affiliate is (or, if such plan were  terminated  at such time,  would
under Section 4069 of ERISA be deemed to be) an "employer" within the meaning of
Section 3(5) of ERISA.

         "Pledge  Agreement"  means a Pledge  Agreement  executed  by the Credit
Parties in the form of Exhibit D attached hereto.

         "Precautionary  Mortgage" means each Memorandum and Supplement of Lease
and Precautionary Mortgage, Deed of Trust or Deed to Secure Debt relating to the
Prime Care Properties, dated as of the September 30, 2002 by and between various
Guarantors  (as  lessor/mortgagee)  and  Prime  Care (as  lessee/mortgagor),  as
assigned,  subordinated,  amended, modified, renewed, extended,  supplemented or
replaced from time to time.

         "Preferred Stock" means,  with respect to any Person,  shares of Equity
Interests in such Person which are entitled to  preference  or priority over any
other  Equity  Interest in such Person in respect of the payment of dividends or
distribution of assets upon liquidation or both.

         "Prime Care" means Prime Care One,  LLC, an Indiana  limited  liability
company and/or Prime Care Two, LLC, an Indiana limited liability company, as the
case may be.
<PAGE>
         "Prime Care  Lease"  means that  certain  Lease  Agreement  dated as of
September 30, 2002, by and between various Guarantors (as lessor) and Prime Care
(as  lessee),  attached  hereto  as  Exhibit  L,  relating  to  the  Prime  Care
Properties, as assigned,  subordinated,  amended, restated,  modified,  renewed,
extended, supplemented or replaced, in whole or in part, from time to time.

         "Prime  Care  Properties"  means those  certain  real  property  assets
described  on  Schedule  6.17 and which are the subject of the Prime Care Lease,
exclusive  of any such  properties  which  have been  repurchased  by Prime Care
pursuant  to a call  option or a put  option in  accordance  with the Prime Care
Lease.

         "Property" means any interest in any kind of property or asset, whether
real, personal or mixed, or tangible or intangible.

         "Principal Office" means the office of the Administrative Agent located
at the first  address  given for notice to the  Administrative  Agent in Section
11.1,  or such other office of the  Administrative  Agent as the  Administrative
Agent may designate from time to time.

         "Pro Rata Share" means as to each Lender with respect to such  Lender's
Revolving Commitment at any time, a fraction (expressed as a percentage, carried
out to the ninth  decimal  place),  the  numerator of which is the amount of the
Revolving Commitment of such Lender at such time and the denominator of which is
the amount of the Revolving  Committed Amount at such time; provided that if the
commitment  of each Lender to make  Revolving  Loans and the  obligation  of the
Issuing Lender to make LOC Credit  Extensions have been  terminated  pursuant to
Section 9.2, then the Pro Rata Share of such Lender shall be determined based on
the Pro Rata Share of such  Lender  immediately  prior to such  termination  and
after giving  effect to any  subsequent  assignments  made pursuant to the terms
hereof. The initial Pro Rata Share of each Lender is set forth opposite the name
of such Lender on Schedule 2.1(a)  or in the Assignment and Assumption  pursuant
to which such Lender becomes a party hereto, as applicable.

         "Qualified REIT  Subsidiary"  shall have the meaning given to such term
in the Code.

         "Real Property  Asset" means,  (i) a parcel of real property,  together
with all  improvements  (if any) thereon,  owned (or leased pursuant to a ground
lease) by any  Person,  as  applicable  and (ii) the  Prime  Care  Lease;  "Real
Property Assets" means a collective reference to each Real Property Asset.

         "Register" has the meaning given such term in Section 11.7(c).

         "Reimbursement  Obligation"  means  the  absolute,   unconditional  and
irrevocable  obligation of the Borrower to reimburse the Issuing  Lender for any
drawing honored by the Issuing Lender under a Letter of Credit.

         "REIT"  means a  Person  qualifying  for  treatment  as a "real  estate
investment trust" under the Code.

         "Required  Lenders"  means,  as of any date of  determination,  Lenders
having more than 50% of the Revolving  Commitments or, if the commitment of each
Lender to make Loans and the obligation of the Issuing Lender to make LOC Credit
Extensions have been terminated  pursuant to Section 9.2, Lenders holding in the
aggregate more than 50% of the Total  Outstandings (with the aggregate amount of
each Lender's risk  participation  and funded  participation  in LOC Obligations
being deemed  "held" by such Lender for purposes of this  definition);  provided
that the Commitment of, and the portion of the Total Outstandings held or deemed
held by, any  Defaulting  Lender  shall be  excluded  for  purposes  of making a
determination of Required Lenders.

         "Restricted  Payment"  means:  (a) any dividend or other  distribution,
direct or  indirect,  on account of any  shares of any  Equity  Interest  of the
Credit Parties now or hereafter  outstanding,  except a dividend or distribution
payable solely in shares of that class of Equity Interest to the holders of that
class; (b) any redemption,  conversion,  exchange,  retirement,  sinking fund or
similar payment, purchase or other acquisition for value, direct or indirect, of
any  shares of any  Equity  Interest  of the  Credit  Parties  now or  hereafter
outstanding;  (c) any payment or prepayment of principal of, premium, if any, or
interest on, redemption, conversion, exchange, purchase, retirement, defeasance,
sinking  fund or similar  payment  with  respect to, any  Indebtedness  which is
subordinate in right of repayment to any of the Obligations; and (d) any payment
made to retire, or to obtain the surrender of, any outstanding warrants, options
or other rights to acquire  shares of any Equity  Interest of the Credit Parties
thereof now or hereafter outstanding.

         "Revolving  Committed Amount" means $85,000,000,  as such amount may be
reduced or increased in accordance with Section 3.6.

         "Revolving  Commitment" means, as to each Lender, its obligation to (a)
make  Revolving  Loans to the Borrower  pursuant to Section 2.1 and (b) purchase
participations in LOC Obligations,  in an aggregate  principal amount at any one
time  outstanding not to exceed the amount set forth opposite such Lender's name
on Schedule  2.1(a) or in the Assignment  and Assumption  pursuant to which such
Lender  becomes a party hereto,  as  applicable,  as such amount may be adjusted
from time to time in accordance with this Agreement.

         "Revolving Loan" has the meaning given to such term in Section 2.1(a).

         "Revolving Note" has the meaning given that term in Section 2.1(e).

         "RPI" means CNL  Retirement  Properties,  Inc., a Delaware  real estate
investment trust.

         "Security  Agreement" means a Security Agreement executed by the Credit
Parties in the form of Exhibit E attached hereto.

         "Single  Employer  Plan" means any Plan which is covered by Title IV of
ERISA, but which is not a Multiemployer Plan or a Multiple Employer Plan.

         "Solvent"  or  "Solvency"  means,  with  respect  to any Person as of a
particular  date, that on such date (i) such Person is able to pay its debts and
other liabilities,  contingent  obligations and other commitments as they mature
in the normal course of business,  (ii) such Person does not intend to, and does
not believe  that it will,  incur  debts or  liabilities  beyond  such  Person's
ability to pay as such debts and  liabilities  mature in their ordinary  course,
(iii) such  Person is not  engaged in a business  or a  transaction,  and is not
about to engage in a business or a transaction, for which such Person's Property
would constitute  unreasonably  small capital after giving due  consideration to
the prevailing practice in the industry in which such Person is engaged or is to
engage,  (iv) the fair  market  value of the  Property of such Person is greater
than the total amount of liabilities,  including, without limitation, contingent
liabilities, of such Person and (v) the present fair salable value of the assets
of such  Person is not less than the  amount  that will be  required  to pay the
probable  liability  of such  Person on its debts as they  become  absolute  and
matured.  In computing the amount of contingent  liabilities  at any time, it is
intended that such liabilities will be computed at the amount which, in light of
all the facts and  circumstances  existing at such time,  represents  the amount
that can reasonably be expected to become an actual or matured liability.

         "S&P"  means  Standard  &  Poor's  Rating   Services,   a  division  of
McGraw-Hill Companies, Inc., and any successor in interest thereto.

         "Stated Amount" means the amount available to be drawn by a beneficiary
under a Letter of Credit from time to time,  as such amount may be  increased or
reduced from time to time in accordance with the terms of such Letter of Credit.

         "Subsidiary"  means, for any Person,  any  corporation,  partnership or
other  entity of which at least a majority  of the  Voting  Stock is at the time
directly  or  indirectly  owned  or  controlled  by such  Person  or one or more
Subsidiaries  of such Person or by such Person and one or more  Subsidiaries  of
such Person.

         "Synthetic  Lease" means any synthetic lease,  tax retention  operating
lease,  off-balance  sheet loan or similar  off-balance  sheet financing product
where  such  transaction  is  considered  borrowed  money  indebtedness  for tax
purposes but is classified as an Operating Lease under GAAP.

         "Taxes" has the meaning given that term in Section 3.13.

         "Tenant"  means any  Person who is a lessee  with  respect to any lease
held by a Credit  Party as lessor or as an  assignee  of the lessor  thereunder,
including without limitation, Prime Care under the Prime Care Lease.

         "Total  Collateral  Value"  means the "as-is"  appraised  value of each
Borrowing  Base Asset as  determined by  appraisals  commissioned,  reviewed and
approved by the Administrative Agent.

         "Total  Outstandings"  means the  aggregate  outstanding  amount of all
Revolving Loans and all LOC Obligations.

         "Type"  with  respect  to any Loan,  refers to  whether  such Loan is a
Eurodollar Loan or Base Rate Loan.
<PAGE>
         "UCP" has the meaning given to such term in Section 2.2(h).

         "Unconsolidated  Affiliate" shall mean, with respect to any Person, any
other  Person in whom such  Person  holds an  Investment,  which  Investment  is
accounted for in the  financial  statements of such Person on an equity basis of
accounting and whose financial results would not be consolidated under GAAP with
the financial results of such Person on the consolidated financial statements of
such Person.

         "Unused Fee" has the meaning given to such term in Section 3.7(a).

         "Unused Fee  Calculation  Period" has the meaning given to such term in
Section 3.7(a).

         "Unused Revolving Committed Amount" means, the amount, as calculated on
a daily basis,  by which (i) the  Revolving  Committed  Amount  exceeds (ii) the
Total Outstandings.

         "Usage  Percentage"  means,  as of any day, an amount  equal to (i) the
Total  Outstandings  divided  by  (ii)  the  Revolving  Committed  Amount  minus
$20,000,000.

         "Voting  Stock"  means  capital  stock  issued  by  a  corporation,  or
equivalent  Equity  Interests  in any other  Person,  the  holders  of which are
ordinarily,  in the absence of contingencies,  entitled to vote for the election
of directors (or persons performing  similar functions) of such Person,  even if
the right so to vote has been suspended by the happening of such a contingency.

         "Wholly  Owned  Subsidiary"  means,  with  respect  to  a  Person,  any
Subsidiary  of such  Person  all of the  equity  securities  or other  ownership
interests  (other  than,  in the case of a  corporation,  directors'  qualifying
shares) of which are at the time directly or  indirectly  owned or controlled by
such Person or one or more Subsidiaries of such Person.

Section 1.2 General; References to Times.

         Unless  otherwise   indicated,   all  accounting   terms,   ratios  and
measurements  shall be  interpreted,  or determined on a consolidated  basis, in
accordance with GAAP, consistently applied.  References in this Credit Agreement
to "Sections", "Articles", "Exhibits" and "Schedules" are to sections, articles,
exhibits and schedules herein and hereto unless otherwise indicated.  References
in this Credit  Agreement to any  document,  instrument  or agreement  (a) shall
include all exhibits, schedules and other attachments thereto, (b) shall include
all  documents,  instruments  or  agreements  issued or executed in  replacement
thereof,  to the  extent  permitted  hereby  and (c) shall  mean such  document,
instrument or agreement,  or  replacement or  predecessor  thereto,  as amended,
supplemented,  restated or  otherwise  modified  from time to time to the extent
permitted  hereby and in effect at any given time.  Wherever from the context it
appears  appropriate,  each term stated in either the  singular or plural  shall
include the singular and plural, and pronouns stated in the masculine,  feminine
or neuter  gender  shall  include the  masculine,  the  feminine and the neuter.
Unless explicitly set forth to the contrary, a reference to "Subsidiary" means a
Subsidiary of either Parent or a Subsidiary of such  Subsidiary  and a reference
to an "Affiliate" means a reference to an Affiliate of either Parent. Titles and
captions of Articles, Sections, subsections and clauses in this Credit Agreement
are for  convenience  only, and neither limit nor amplify the provisions of this
Credit  Agreement.  Unless  otherwise  indicated,  all  references  to time  are
references to Charlotte, North Carolina time.


                                   ARTICLE II

                                 CREDIT FACILITY

Section 2.1       Revolving Loans.

         (a)      Revolving Commitment.

                  (i) Loans.  Subject to the terms and conditions  hereof and in
         reliance upon the representations and warranties set forth herein, each
         Lender  severally  (and not  jointly)  agrees to make  available to the
         Borrower  revolving  credit loans  requested by the Borrower in Dollars
         ("Revolving  Loans")  from time to time from the Closing Date until the
         Maturity Date, or such earlier date as the Revolving  Commitments shall
         have been terminated as provided herein;  provided,  however,  that (A)
         the Total Outstandings shall not exceed the lesser of (x) the Revolving
         Committed  Amount and (y) the Borrowing  Base Amount for such date, and
         (B) with regard to each Lender  individually,  such  Lender's  Pro Rata
         Share of outstanding Revolving Loans, plus such Lender's Pro Rata Share
         of the outstanding  LOC Obligations  shall not exceed such Lender's Pro
         Rata  Share of the  Revolving  Committed  Amount.  Revolving  Loans may
         consist  of Base  Rate  Loans or  Eurodollar  Loans,  or a  combination
         thereof, as the Borrower may request; provided, however, that there may
         be no more than seven (7)  Eurodollar  Loans which are Revolving  Loans
         outstanding  hereunder at any given time (it being understood that, for
         purposes hereof, Eurodollar Loans with different Interest Periods shall
         be considered as separate  Eurodollar  Loans, even if they begin on the
         same date,  although  borrowings,  extensions and  conversions  may, in
         accordance  with  the  provisions  hereof,  be  combined  at the end of
         existing  Interest  Periods to constitute a new Eurodollar  Loan with a
         single Interest Period).

                  (ii) Reborrowing.  Subject to the terms and conditions of this
         Credit  Agreement,  during the period  from the  Effective  Date to but
         excluding  the  Maturity  Date,  the  Borrower  may  borrow,  repay and
         reborrow Revolving Loans hereunder.

         (b)      Revolving Loan Borrowings.

                  (i)  Notice  of  Borrowing.   The  Borrower   shall  give  the
         Administrative  Agent  notice  pursuant to a Loan Notice or  telephonic
         notice of each borrowing of Revolving Loans.  Each Loan Notice shall be
         delivered to the Administrative Agent before 12:00 P.M. on the Business
         Day prior to the date of the  requested  borrowing  in the case of Base
         Rate  Loans,  and on the  third  Business  Day prior to the date of the
         requested  borrowing in the case of Eurodollar Loans. Each such request
         for borrowing shall be irrevocable, shall contain certifications of the
         Borrower  with  respect  to the  conditions  set forth in  Section  5.2
         clauses (b) through (d) in the form of Exhibit C, and shall specify (A)
         that a  Revolving  Loan is  requested,  (B) the  date of the  requested
         borrowing (which shall be a Business Day), (C) the aggregate  principal
         amount to be borrowed, and (D) whether the borrowing shall be comprised
         of Base Rate Loans,  Eurodollar Loans or a combination  thereof, and if
         Eurodollar Loans are requested, the Interest Period(s) therefor. If the
         Borrower  shall  fail  to  specify  in  any  such  Loan  Notice  (I) an
         applicable  Interest Period in the case of a Eurodollar Loan, then such
         notice  shall be deemed to be a request for an  Interest  Period of one
         month, or (II) the type of Revolving Loan  requested,  then such notice
         shall be  deemed to be a request  for a Base Rate Loan  hereunder.  Any
         such telephonic notice shall include all information to be specified in
         a written Loan Notice and shall be promptly confirmed in writing by the
         Borrower pursuant to a Loan Notice sent to the Administrative  Agent by
         telecopy on the same day of the giving of such telephonic  notice.  The
         Administrative  Agent will transmit by telecopy the Loan Notice (or the
         information contained in such Loan Notice) to each Lender promptly upon
         receipt by the  Administrative  Agent.  Each Loan Notice or  telephonic
         notice of each borrowing shall be irrevocable once given and binding on
         the Borrower.

                  (ii) Minimum  Amounts.  Each Eurodollar Loan or Base Rate Loan
         that is a  Revolving  Loan  shall be in a minimum  aggregate  principal
         amount  of (A)  $2,000,000  in the  case of  Eurodollar  Loans  and (B)
         $1,000,000  in the case of Base Rate  Loans,  in each case in  integral
         multiples of $500,000 in excess thereof (or (1) the remaining amount of
         the Revolving  Committed  Amount,  or (2) the  remaining  amount of the
         Borrowing  Base  Amount,  in each case if such  amount is less than the
         amounts set forth in clauses (A) and (B)).

                  (iii)  Advances.  Each  Lender will make its Pro Rata Share of
         each Revolving Loan borrowing available to the Administrative Agent for
         the account of the Borrower as specified in Section 3.17(a), or in such
         other  manner as the  Administrative  Agent may  reasonably  specify in
         writing,  by 1:00 P.M. on the date  specified  in the  applicable  Loan
         Notice  in  Dollars  and  in  funds   immediately   available   to  the
         Administrative  Agent. With respect to Revolving Loans to be made after
         the Effective  Date,  unless the  Administrative  Agent shall have been
         notified by any Lender prior to the  specified  date of borrowing  that
         such Lender  does not intend to make  available  to the  Administrative
         Agent the  Revolving  Loan to be made by such Lender on such date,  the
         Administrative Agent may assume that such Lender will make the proceeds
         of such  Revolving Loan  available to the  Administrative  Agent on the
         date of the requested borrowing as set forth in the Loan Notice and the
         Administrative  Agent may (but shall not be obligated  to), in reliance
         upon such assumption, make available to the Borrower the amount of such
         Revolving Loan to be provided by such Lender. The Administrative  Agent
         shall,  no later than 2:00 P.M. on the date specified on the applicable
         Loan Notice and subject to the conditions set forth in Article V,  make
         such  borrowing  available to the Borrower by crediting  the account of
         the Borrower  with the  aggregate of the amounts made  available to the
         Administrative  Agent by the  Lenders  and in like funds as received by
         the Administrative Agent.

         (c) Repayment. The principal amount of all Revolving Loans shall be due
and payable in full on the Maturity Date, unless  accelerated sooner pursuant to
Section 9.2.

         (d)  Interest.  Subject to the  provisions of Section 3.1, the Borrower
promises  to pay to the  Administrative  Agent for account of each Lender on the
unpaid principal amount of each Loan made by such Lender for the period from and
including  the making of such Loan to but  excluding the date such Loan shall be
paid in full, as follows:

                  (i) Base Rate Loans.  During such periods as  Revolving  Loans
         shall be  comprised  in whole or in part of Base Rate Loans,  such Base
         Rate  Loans  shall  bear  interest  at a per  annum  rate  equal to the
         Adjusted Base Rate.

                  (ii) Eurodollar Loans.  During such periods as Revolving Loans
         shall  be  comprised  in  whole or in part of  Eurodollar  Loans,  such
         Eurodollar  Loans shall bear  interest at a per annum rate equal to the
         Adjusted Eurodollar Rate.

         Accrued  interest  on each Loan  shall be  payable  in  arrears on each
applicable  Interest  Payment  Date (or at such other times as may be  specified
herein).  Promptly  after the  determination  of any interest  rate provided for
herein or any change therein, the Administrative Agent shall give notice thereof
to the Lenders and to the Borrower.  All  determinations  by the  Administrative
Agent of an  interest  rate  hereunder  shall be  conclusive  and binding on the
Lenders and the Borrower for all purposes, absent manifest error.

         (e)      Revolving Notes.

                  (i) Revolving Notes. Any Lender may request that the Revolving
         Loans  made  by it  shall  be  evidenced  by a  promissory  note of the
         Borrower  substantially  in the form of  Exhibit F  (each a  "Revolving
         Note"), payable to the order of such Lender in a principal amount equal
         to the amount of its  Revolving  Commitment as originally in effect and
         otherwise duly completed.

                  (ii)  Records.  The  date,  amount  of each  Loan made by each
         Lender  to the  Borrower,  and  each  payment  made on  account  of the
         principal  thereof,  shall be  recorded by such Lender on its books and
         such entries shall be binding on the Borrower absent manifest error.

Section 2.2       Letter of Credit Subfacility.

         (a)      The Letter of Credit Commitment.

                  (i) Subject to the terms and conditions set forth herein,  (A)
         the Issuing Lender agrees, in reliance upon the agreements of the other
         Lenders  set forth in this  Section  2.2,  (1) from time to time on any
         Business  Day during the period from the Closing  Date until the Letter
         of Credit  Expiration  Date, to issue Letters of Credit for the account
         of the Borrower,  and to amend Letters of Credit  previously  issued by
         it, in accordance  with  subsection (b) below,  and (2) to honor drafts
         under the  Letters of Credit;  and (B) the Lenders  severally  agree to
         participate  in  Letters  of  Credit  issued  for  the  account  of the
         Borrower;  provided  that the Issuing  Lender shall not be obligated to
         make any LOC Credit Extension with respect to any Letter of Credit, and
         no Lender shall be obligated to  participate in any Letter of Credit if
         as of the date of and after giving effect to such LOC Credit Extension,
         (x) the LOC Obligations  outstanding exceed the LOC Committed Amount or
         (y) the Total  Outstandings  exceed  the  lesser  of (A) the  Revolving
         Committed  Amount and (B) the  Borrowing  Base.  Within  the  foregoing
         limits,  and subject to the terms and conditions hereof, the Borrower's
         ability  to obtain  Letters  of Credit  shall be fully  revolving,  and
         accordingly  the Borrower  may,  during the  foregoing  period,  obtain
         Letters of Credit to replace  Letters  of Credit  that have  expired or
         that have been drawn upon and reimbursed.

                  (ii) The Issuing  Lender shall be under no obligation to issue
         any Letter of Credit if:

                        (A) any order,  judgment  or decree of any  Governmental
                  Authority or  arbitrator  shall by its terms purport to enjoin
                  or restrain  the Issuing  Lender from  issuing  such Letter of
                  Credit,  or any Law  applicable  to the Issuing  Lender or any
                  request or directive  (whether or not having the force of law)
                  from any  Governmental  Authority with  jurisdiction  over the
                  Issuing  Lender  shall  prohibit,  or request that the Issuing
                  Lender  refrain  from,  the  issuance  of  letters  of  credit
                  generally  or such  Letter of Credit  in  particular  or shall
                  impose upon the Issuing  Lender with respect to such Letter of
                  Credit any  restriction,  reserve or capital  requirement (for
                  which  the  Issuing   Lender  is  not  otherwise   compensated
                  hereunder)  not in effect on the Closing Date, or shall impose
                  upon the Issuing Lender any unreimbursed loss, cost or expense
                  which was not  applicable  on the  Closing  Date and which the
                  Issuing Lender in good faith deems material to it;

                        (B) the expiry date of such  requested  Letter of Credit
                  would  occur  more  than  twelve  months  after  the  date  of
                  issuance,  unless the  Required  Lenders  have  approved  such
                  expiry date;

                        (C) the expiry date of such  requested  Letter of Credit
                  would occur after the Letter of Credit Expiration Date, unless
                  all the Lenders have approved such expiry date;

                        (D) the issuance of such Letter of Credit would  violate
                  one or more policies of the Issuing Lender; or

                        (E) such  Letter of Credit is in an initial  amount less
                  than  $500,000,  or is to be  denominated  in a currency other
                  than Dollars.

                  (iii) The Issuing Lender shall be under no obligation to amend
         any Letter of Credit if (A) the Issuing Lender would have no obligation
         at such time to issue such Letter of Credit in its  amended  form under
         the terms hereof,  or (B) the beneficiary of such Letter of Credit does
         not accept the proposed amendment to such Letter of Credit.
<PAGE>
         (b)      Procedures for Issuance and Amendment of Letters of Credit.

                  (i) Each Letter of Credit  shall be issued or amended,  as the
         case may be, upon the request of the Borrower  delivered to the Issuing
         Lender  (with  a copy to the  Administrative  Agent)  in the  form of a
         Letter of Credit Application,  appropriately completed and signed by an
         Executive  Officer of the Borrower.  Such Letter of Credit  Application
         must be received by the Issuing Lender and the Administrative Agent not
         later than 11:00 a.m.  at least two  Business  Days (or such later date
         and time as the Issuing  Lender may agree in a  particular  instance in
         its sole  discretion)  prior to the proposed  issuance  date or date of
         amendment,  as the case may be. In the case of a request for an initial
         issuance of a Letter of Credit, such Letter of Credit Application shall
         specify in form and detail  satisfactory to the Issuing Lender: (A) the
         proposed  issuance date of the requested  Letter of Credit (which shall
         be a  Business  Day);  (B) the  amount  thereof;  (C) the  expiry  date
         thereof;  (D) the name and address of the beneficiary  thereof; (E) the
         documents to be presented  by such  beneficiary  in case of any drawing
         thereunder;  (F) the full text of any  certificate  to be  presented by
         such beneficiary in case of any drawing thereunder;  and (G) such other
         matters as the Issuing Lender may require. In the case of a request for
         an amendment of any outstanding Letter of Credit, such Letter of Credit
         Application  shall  specify  in form  and  detail  satisfactory  to the
         Issuing Lender (A) the Letter of Credit to be amended; (B) the proposed
         date of  amendment  thereof  (which shall be a Business  Day);  (C) the
         nature of the  proposed  amendment;  and (D) such other  matters as the
         Issuing Lender may require.

                  (ii)   Promptly   after   receipt  of  any  Letter  of  Credit
         Application,  the Issuing  Lender will confirm with the  Administrative
         Agent (by  telephone or in writing) that the  Administrative  Agent has
         received a copy of such Letter of Credit  Application from the Borrower
         and, if not, the Issuing Lender will provide the  Administrative  Agent
         with a copy thereof. Upon receipt by the Issuing Lender of confirmation
         from the Administrative  Agent that the requested issuance or amendment
         is permitted in accordance with the terms hereof,  then, subject to the
         terms and conditions hereof, the Issuing Lender shall, on the requested
         date, issue a Letter of Credit for the account of the Borrower or enter
         into the  applicable  amendment,  as the case may be,  in each  case in
         accordance  with the  Issuing  Lender's  usual and  customary  business
         practices. Immediately upon the issuance of each Letter of Credit, each
         Lender shall be deemed to, and hereby  irrevocably and  unconditionally
         agrees to,  purchase from the Issuing  Lender a risk  participation  in
         such  Letter  of  Credit  in an  amount  equal to the  product  of such
         Lender's Pro Rata Share times the amount of such Letter of Credit.

                  (iii)  Promptly  after its delivery of any Letter of Credit or
         any  amendment  to a Letter of Credit to an advising  bank with respect
         thereto or to the  beneficiary  thereof,  the Issuing  Lender will also
         deliver  to the  Borrower  and  the  Administrative  Agent  a true  and
         complete copy of such Letter of Credit or amendment.
<PAGE>
         (c)      Drawings and Reimbursements; Funding of Participations.

                  (i) Upon receipt from the  beneficiary of any Letter of Credit
         of any notice of a drawing  under such  Letter of Credit,  the  Issuing
         Lender shall notify the Borrower and the Administrative  Agent thereof.
         Not later  than 11:00 a.m.  on the date of any  payment by the  Issuing
         Lender under a Letter of Credit (each such date, an "Honor Date"),  the
         Borrower shall reimburse the Issuing Lender through the  Administrative
         Agent in an amount equal to the amount of such drawing. If the Borrower
         fails  to  so  reimburse   the  Issuing   Lender  by  such  time,   the
         Administrative  Agent  shall  promptly  notify each Lender of the Honor
         Date,  the  amount  of  the  unreimbursed  drawing  (the  "Unreimbursed
         Amount"),  and the amount of such Lender's Pro Rata Share  thereof.  In
         such event,  the Borrower shall be deemed to have requested a Base Rate
         Loan to be  disbursed  on the  Honor  Date in an  amount  equal  to the
         Unreimbursed  Amount  without  regard  to  the  minimum  and  multiples
         specified in Section 2.1 for the  principal  amount of Base Rate Loans,
         but subject to the amount of the  unutilized  portion of the  Revolving
         Commitments and the conditions set forth in Section 5.2 (other than the
         delivery of a Loan Notice).  Any notice given by the Issuing  Lender or
         the  Administrative  Agent  pursuant to this Section  2.2(c)(i)  may be
         given by telephone if immediately  confirmed in writing;  provided that
         the  lack  of such an  immediate  confirmation  shall  not  affect  the
         conclusiveness or binding effect of such notice.

                  (ii) Each  Lender  (including  the  Lender  acting as  Issuing
         Lender) shall upon any notice pursuant to Section  2.2(c)(i) make funds
         available  to the  Administrative  Agent for the account of the Issuing
         Lender at the  Administrative  Agent's Office in an amount equal to its
         Pro Rata Share of the  Unreimbursed  Amount not later than 1:00 p.m. on
         the Business Day specified in such notice by the Administrative  Agent,
         whereupon,  subject  to the  provisions  of Section  2.2(c)(iii),  each
         Lender  that so makes  funds  available  shall be deemed to have made a
         Base Rate Loan to the Borrower in such amount. The Administrative Agent
         shall remit the funds so received to the Issuing Lender.

                  (iii) With  respect  to any  Unreimbursed  Amount  that is not
         fully  refinanced by a Base Rate Loan because the  conditions set forth
         in  Section  5.2  cannot  be  satisfied  or for any other  reason,  the
         Borrower  shall be deemed to have incurred  from the Issuing  Lender an
         LOC Borrowing in the amount of the  Unreimbursed  Amount that is not so
         refinanced,  which LOC  Borrowing  shall be due and  payable  on demand
         (together  with  interest) and shall bear interest at the Default Rate.
         In such event,  each Lender's payment to the  Administrative  Agent for
         the account of the Issuing Lender pursuant to Section  2.2(c)(ii) shall
         be deemed payment in respect of its participation in such LOC Borrowing
         and shall constitute an LOC Advance from such Lender in satisfaction of
         its participation obligation under this Section 2.2.

                  (iv) Until each Lender funds its Base Rate Loan or LOC Advance
         pursuant to this Section 2.2(c) to reimburse the Issuing Lender for any
         amount  drawn  under any Letter of Credit,  interest in respect of such
         Lender's  Pro Rata Share of such amount shall be solely for the account
         of the Issuing Lender.
<PAGE>
                  (v) Each  Lender's  obligation  to make Base Rate Loans or LOC
         Advances  to  reimburse  the  Issuing  Lender for  amounts  drawn under
         Letters of Credit,  as contemplated  by this Section  2.2(c),  shall be
         absolute   and   unconditional   and  shall  not  be  affected  by  any
         circumstance,  including  (A) any  set-off,  counterclaim,  recoupment,
         defense or other right  which such Lender may have  against the Issuing
         Lender, the Borrower or any other Person for any reason whatsoever; (B)
         the  occurrence  or  continuance  of  a  Default,   or  (C)  any  other
         occurrence,  event or  condition,  whether or not similar to any of the
         foregoing;  provided,  however,  that each Lender's  obligation to make
         Committed  Loans  pursuant  to this  Section  2.2(c) is  subject to the
         conditions  set  forth in  Section  5.2  (other  than  delivery  by the
         Borrower of a Loan  Notice).  No such  making of an LOC  Advance  shall
         relieve or otherwise impair the obligation of the Borrower to reimburse
         the Issuing  Lender for the amount of any  payment  made by the Issuing
         Lender under any Letter of Credit,  together  with interest as provided
         herein.

                  (vi)  If  any   Lender   fails  to  make   available   to  the
         Administrative  Agent for the account of the Issuing  Lender any amount
         required to be paid by such Lender pursuant to the foregoing provisions
         of this Section 2.2(c) by the time specified in Section 2.2(c)(ii), the
         Issuing  Lender shall be entitled to recover  from such Lender  (acting
         through the Administrative Agent), on demand, such amount with interest
         thereon  for the period  from the date such  payment is required to the
         date on which such  payment is  immediately  available  to the  Issuing
         Lender at a rate per annum equal to the Federal Funds Rate from time to
         time in effect.  A certificate of the Issuing  Lender  submitted to any
         Lender (through the  Administrative  Agent) with respect to any amounts
         owing under this clause (vi) shall be conclusive absent manifest error.

         (d)      Repayment of Participations.

                  (i) At any time  after the  Issuing  Lender has made a payment
         under any  Letter of  Credit  and has  received  from any  Lender  such
         Lender's  LOC  Advance in respect of such  payment in  accordance  with
         Section 2.2(c), if the Administrative Agent receives for the account of
         the Issuing  Lender any payment in respect of the related  Unreimbursed
         Amount or  interest  thereon  (whether  directly  from the  Borrower or
         otherwise, including proceeds of Cash Collateral applied thereto by the
         Administrative Agent), the Administrative Agent will distribute to such
         Lender its Pro Rata Share thereof (appropriately  adjusted, in the case
         of interest  payments,  to reflect the period of time during which such
         Lender's  LOC  Advance  was  outstanding)  in the  same  funds as those
         received by the Administrative Agent.

                  (ii) If any payment received by the  Administrative  Agent for
         the account of the Issuing  Lender  pursuant  to Section  2.2(c)(i)  is
         required to be returned  under any of the  circumstances  described  in
         Section 11.22 (including pursuant to any settlement entered into by the
         Issuing  Lender  in  its  discretion),  each  Lender  shall  pay to the
         Administrative Agent for the account of the Issuing Lender its Pro Rata
         Share  thereof on demand of the  Administrative  Agent,  plus  interest
         thereon  from  the  date of such  demand  to the date  such  amount  is
         returned by such Lender, at a rate per annum equal to the Federal Funds
         Rate from time to time in effect.
<PAGE>
         (e) Obligations  Absolute.  The obligation of the Borrower to reimburse
the  Issuing  Lender for each  drawing  under each Letter of Credit and to repay
each LOC Borrowing shall be absolute,  unconditional and irrevocable,  and shall
be paid strictly in accordance with the terms of this Credit Agreement under all
circumstances, including the following:

                  (i) any lack of validity or  enforceability  of such Letter of
         Credit,  this Credit  Agreement,  or any other  agreement or instrument
         relating thereto;

                  (ii)  the  existence  of  any  claim,  counterclaim,  set-off,
         defense or other right that the  Borrower  may have at any time against
         any  beneficiary  or any  transferee  of such  Letter of Credit (or any
         Person  for whom any such  beneficiary  or any such  transferee  may be
         acting), the Issuing Lender or any other Person,  whether in connection
         with this Credit Agreement, the transactions  contemplated hereby or by
         such Letter of Credit or any agreement or instrument  relating thereto,
         or any unrelated transaction;

                  (iii)  any  draft,  demand,   certificate  or  other  document
         presented under such Letter of Credit proving to be forged, fraudulent,
         invalid or insufficient  in any respect or any statement  therein being
         untrue  or  inaccurate  in any  respect;  or any  loss or  delay in the
         transmission  or otherwise of any document  required in order to make a
         drawing under such Letter of Credit; or

                  (iv) any  payment by the Issuing  Lender  under such Letter of
         Credit against  presentation  of a draft or  certificate  that does not
         strictly comply with the terms of such Letter of Credit; or any payment
         made by the  Issuing  Lender  under such Letter of Credit to any Person
         purporting  to  be  a  trustee  in  bankruptcy,   debtor-in-possession,
         assignee for the benefit of  creditors,  liquidator,  receiver or other
         representative  of or successor to any beneficiary or any transferee of
         such Letter of Credit,  including  any arising in  connection  with any
         proceeding under any Debtor Relief Law.

The  Borrower  shall  promptly  examine a copy of each Letter of Credit and each
amendment  thereto  that is  delivered  to it and,  in the event of any claim of
noncompliance  with  the  Borrower's  instructions  or other  irregularity,  the
Borrower  will  immediately  notify the Issuing  Lender.  The Borrower  shall be
conclusively deemed to have waived any such claim against the Issuing Lender and
its correspondents unless such notice is given as aforesaid.

         (f) Role of Issuing Lender. Each Lender and the Borrower agree that, in
paying any drawing under a Letter of Credit,  the Issuing  Lender shall not have
any  responsibility  to  obtain  any  document  (other  than  any  sight  draft,
certificates  and  documents  expressly  required by the Letter of Credit) or to
ascertain or inquire as to the validity or accuracy of any such  document or the
authority of the Person  executing or delivering any such document.  None of the
Issuing   Lender,   any   Agent-Related   Person  nor  any  of  the   respective
correspondents,  participants or assignees of the Issuing Lender shall be liable
to any Lender for (i) any action taken or omitted in connection  herewith at the
request  or with  the  approval  of the  Lenders  or the  Required  Lenders,  as
applicable;  (ii) any action taken or omitted in the absence of gross negligence
or willful misconduct;  or (iii) the due execution,  effectiveness,  validity or
enforceability of any document or instrument  related to any Letter of Credit or
Letter of Credit Application.  The Borrower hereby assumes all risks of the acts
or omissions of any  beneficiary  or  transferee  with respect to its use of any
Letter of Credit;  provided,  however,  that this assumption is not intended to,
and shall not,  preclude the Borrower's  pursuing such rights and remedies as it
may have  against  the  beneficiary  or  transferee  at law or under  any  other
agreement.  None of the Issuing Lender, any Agent-Related Person, nor any of the
respective  correspondents,  participants  or assignees  of the Issuing  Lender,
shall be liable or responsible  for any of the matters  described in clauses (i)
through (iv) of Section 2.2(e); provided, however, that anything in such clauses
to the  contrary  notwithstanding,  the  Borrower  may have a claim  against the
Issuing  Lender,  and the Issuing  Lender may be liable to the Borrower,  to the
extent,  but only to the extent,  of any direct,  as opposed to consequential or
exemplary,  damages  suffered by the  Borrower  which the  Borrower  proves were
caused by the Issuing  Lender's  willful  misconduct or gross  negligence or the
Issuing  Lender's  willful  failure to pay under any Letter of Credit  after the
presentation  to it by the  beneficiary  of a  sight  draft  and  certificate(s)
strictly  complying  with the terms and  conditions  of a Letter of  Credit.  In
furtherance  and not in  limitation  of the  foregoing,  the Issuing  Lender may
accept   documents   that  appear  on  their  face  to  be  in  order,   without
responsibility   for  further   investigation,   regardless  of  any  notice  or
information to the contrary, and the Issuing Lender shall not be responsible for
the  validity or  sufficiency  of any  instrument  transferring  or assigning or
purporting  to  transfer  or assign a Letter of Credit or the rights or benefits
thereunder  or  proceeds  thereof,  in whole or in part,  which  may prove to be
invalid or ineffective for any reason.

         (g) Cash Collateral.  Upon the request of the Administrative Agent, (i)
if the Issuing Lender has honored any full or partial  drawing request under any
Letter of Credit and such drawing has resulted in an LOC Borrowing,  or (ii) if,
as of the  Letter of Credit  Expiration  Date,  any Letter of Credit may for any
reason remain  outstanding and partially or wholly  undrawn,  the Borrower shall
immediately Cash Collateralize the aggregate  outstanding LOC Obligations (in an
amount  equal  to such  LOC  Obligations  determined  as of the date of such LOC
Borrowing  or the Letter of Credit  Expiration  Date,  as the case may be).  For
purposes  hereof,  "Cash  Collateralize"  means to pledge  and  deposit  with or
deliver to the  Administrative  Agent, for the benefit of the Issuing Lender and
the Lenders,  as collateral  for the LOC  Obligations,  cash or deposit  account
balances  pursuant to  documentation  in form and substance  satisfactory to the
Administrative  Agent  and  the  Issuing  Lender  (which  documents  are  hereby
consented to by the Lenders). Derivatives of the term "Cash Collateralize" shall
have  corresponding  meanings.  The Borrower hereby grants to the Administrative
Agent,  for the  benefit  of the  Issuing  Lender  and the  Lenders,  a security
interest in all such cash,  deposit  accounts and all  balances  therein and all
proceeds of the  foregoing.  Cash  collateral  shall be  maintained  in blocked,
interest bearing deposit accounts at Bank of America.

         (h)  Applicability of ISP98 and UCP. Unless otherwise  expressly agreed
by the Issuing  Lender and the Borrower  when a Letter of Credit is issued,  the
rules of the  "International  Standby Practices 1998" published by the Institute
of International Banking Law & Practice (or such later version thereof as may be
in effect at the time of issuance) shall apply to each standby Letter of Credit.
<PAGE>
         (i) Letter of Credit Fees. The Borrower shall pay to the Administrative
Agent for the  account of each  Lender in  accordance  with its Pro Rata Share a
Letter of Credit fee for each Letter of Credit  equal to the  Applicable  Margin
times the daily maximum amount available to be drawn under such Letter of Credit
(whether  or not such  maximum  amount is then in effect  under  such  Letter of
Credit).  Such letter of credit  fees shall be computed on a quarterly  basis in
arrears.  Such  letter  of credit  fees  shall be due and  payable  on the first
Business  Day  after  the end of  each  March,  June,  September  and  December,
commencing  with the first such date to occur after the  issuance of such Letter
of Credit,  on the Letter of Credit Expiration Date and thereafter on demand. If
there is any  change in the  Applicable  Margin  during any  quarter,  the daily
maximum  amount of each Letter of Credit shall be computed and multiplied by the
Applicable  Margin  separately  for each period  during such  quarter  that such
Applicable Margin was in effect.

         (j) Fronting Fee and  Documentary  and  Processing  Charges  Payable to
Issuing  Lender.  The Borrower  shall pay directly to the Issuing Lender for its
own  account a fronting  fee with  respect to each Letter of Credit in an amount
equal to the greater of (A) $1,250 and (B)  one-eighth  of one percent  (0.125%)
times the daily maximum amount available to be drawn under such Letter of Credit
(whether  or not such  maximum  amount is then in effect  under  such  Letter of
Credit)  (which  fronting fee shall be payable  quarterly in arrears on the last
Business Day of each March,  June,  September  and December for the  immediately
preceding quarter (or a portion thereof)).  In addition,  the Borrower shall pay
directly to the  Issuing  Lender for its own  account  the  customary  issuance,
presentation,  amendment and other processing fees, and other standard costs and
charges,  of the  Issuing  Lender  relating to letters of credit as from time to
time in effect.  Such  customary fees and standard costs and charges are due and
payable on demand and are nonrefundable.

         (k)  Conflict  with Letter of Credit  Application.  In the event of any
conflict  between  the  terms  hereof  and the  terms of any  Letter  of  Credit
Application, the terms hereof shall control.
<PAGE>

                                   ARTICLE III

                            GENERAL CREDIT PROVISIONS

Section 3.1       Default Rate.

         Upon  the  occurrence,  and  during  the  continuance,  of an  Event of
Default,  (i) the  principal of and, to the extent permitted by law, interest on
the Loans (once past due) and any other  amounts  owing  hereunder  or under the
other Credit  Documents shall bear interest,  payable on demand,  at a per annum
rate 2% greater than the rate which would otherwise be applicable (or if no rate
is applicable,  whether in respect of interest,  fees or other amounts, then the
Default Rate) and (ii) the Letter of Credit Fee shall accrue at a per annum rate
2% greater than the rate which would otherwise be applicable.

Section 3.2       Prepayments.
<PAGE>
         (a) Voluntary.  Subject to  Section 3.14  and the mandatory  prepayment
provisions  set forth in Section  3.2(b),  the Borrower may prepay any Revolving
Loans at any time  without  premium  or  penalty.  The  Borrower  shall give the
Administrative  Agent at least 3  Business  Days  prior  written  notice  of the
prepayment  of any  Eurodollar  Loan and at least 1 Business  Day prior  written
notice of the  prepayment of any Base Rate Loan,  provided,  however,  that each
partial prepayment of Loans shall be in a minimum principal amount of $1,000,000
and  integral  multiples of $500,000 in excess  thereof  (or, if less,  the then
remaining principal balance of the Revolving Loans).

         (b) Mandatory Prepayments.

                  (i) (A) Revolving Committed Amount. If, at any time, the Total
         Outstandings  shall  exceed the lesser of (x) the  Revolving  Committed
         Amount and (y) the  Borrowing  Base Amount for such date,  the Borrower
         shall  immediately make payment on the Loans and/or Cash  Collateralize
         the LOC Obligations in an amount equal to such excess.

                      (B) LOC Committed  Amount.  If, at any time, the aggregate
         principal  amount of LOC  Obligations  shall  exceed the LOC  Committed
         Amount,  the  Borrower  immediately  shall Cash  Collateralize  the LOC
         Obligations in an amount equal to such excess.

                  (ii)  Prepayments  From  Casualty  and  Condemnation   Events.
         Subject  to  the  rights  of  tenants  under  any   applicable   lease,
         immediately  upon the occurrence of any event requiring  application of
         any insurance proceeds to the prepayment of the Obligations pursuant to
         Section 7.6(b),  the  Borrower  shall  prepay  the Loans in the  amount
         required  by such  Section 7.6(b).  Amounts  prepaid  pursuant  to this
         Section  3.2(b)(ii)  shall be applied first, to the Revolving Loans and
         second  (and  after  all  Revolving  Loans  have  been  paid)  to  Cash
         Collateralize  the LOC  Obligations  in an  amount  equal  to the  then
         outstanding Letters of Credit.

         (c) Terms of Prepayments. Within the parameters of the applications set
forth above, all prepayments  shall be applied first to Base Rate Loans and then
to  Eurodollar  Loans  in  direct  order  of  Interest  Period  maturities.  All
prepayments  under this  Section  3.2(b) shall be subject to Section  3.14.  All
prepayments  made  pursuant to this  Section 3.2 shall  include any interest due
with  respect to any amount of the  Obligations  being  prepaid.  Promptly  upon
receipt  of  any  notice  of  prepayment  pursuant  to  this  Section  3.2,  the
Administrative Agent shall give notice thereof to each Lender.

Section 3.3       Continuation.

         So long as no Event of Default  shall have  occurred and be  continuing
and to the extent permitted in the definition of the term "Interest Period", the
Borrower may on any Business Day, with respect to any Eurodollar  Loan, elect to
maintain such  Eurodollar  Loan or any portion  thereof as a Eurodollar  Loan by
selecting a new  Interest  Period for such  Eurodollar  Loan.  Each new Interest
Period  selected  under this  Section 3.3 shall  commence on the last day of the
immediately  preceding Interest Period.  Each selection of a new Interest Period
shall be made by the Borrower giving to the  Administrative  Agent a Loan Notice
not later  than 11:00 A.M.  on the third  Business  Day prior to the date of any
such  Continuation.  Such notice by the Borrower of a  Continuation  shall be by
telephone or telecopy,  confirmed immediately in writing if by telephone, in the
form  of  a  Loan  Notice,   (a)  specifying  (i)  the  proposed  date  of  such
Continuation,  (ii) the  Eurodollar  Loan and  portion  thereof  subject to such
Continuation  and (iii) the duration of the  selected  Interest  Period,  all of
which  shall be  specified  in such  manner as is  necessary  to comply with all
limitations on Loans outstanding hereunder and (b) containing  certifications of
the Borrower with respect to the conditions set forth in Section 5.2 clauses (b)
through (d) as set forth in Exhibit C. Each Loan Notice shall be  irrevocable by
and binding on the Borrower once given. Promptly after receipt of a Loan Notice,
the  Administrative  Agent shall notify each Lender by telecopy or other similar
form of transmission of the proposed Continuation. If the Borrower shall fail to
select in a timely  manner a new  Interest  Period  for any  Eurodollar  Loan in
accordance with this Section 3.3, such Loan will automatically,  on the last day
of  the  current  Interest  Period  therefor,  Convert  into a  Base  Rate  Loan
notwithstanding failure of the Borrower to comply with Section 3.4.

Section 3.4       Conversion.

         So long as no Default or Event of Default  shall have  occurred  and be
continuing,  the Borrower may on any Business Day, upon the Borrower's giving of
a Loan Notice to the Administrative Agent, Convert all or a portion of a Loan of
one Type into a Loan of another Type. Any Conversion of a Eurodollar Loan into a
Base Rate Loan shall be made on, and only on, the last day of an Interest Period
for such  Eurodollar  Loan  and,  upon  Conversion  of a Base  Rate  Loan into a
Eurodollar  Loan,  the  Borrower  shall  pay  accrued  interest  to the  date of
Conversion on the principal amount so Converted.  Each such Loan Notice shall be
given not later  than 12:00  noon on the  Business  Day prior to the date of any
proposed  Conversion into Base Rate Loans and on the third Business Day prior to
the date of any  proposed  Conversion  into  Eurodollar  Loans.  Promptly  after
receipt of a Loan Notice, the  Administrative  Agent shall notify each Lender by
telecopy or other  similar  form of  transmission  of the  proposed  Conversion.
Subject  to the  restrictions  specified  above,  each Loan  Notice  shall be by
telephone  (confirmed  immediately in writing) or telecopy in the form of a Loan
Notice (a) specifying (i) the requested date of such  Conversion,  (ii) the Type
of Loan to be Converted, (iii) the portion of such Type of Loan to be Converted,
(iv)  the  Type  of  Loan  such  Loan is to be  Converted  into  and (v) if such
Conversion is into a Eurodollar  Loan,  the  requested  duration of the Interest
Period of such Loan,  and (b)  containing  certifications  of the Borrower  with
respect to the  conditions  set forth in Section  5.2 clauses (b) through (d) as
set forth in Exhibit C. Each Loan Notice shall be  irrevocable by and binding on
the Borrower once given.

Section 3.5 Extension of Maturity Date.

         The  Borrower  shall  have  the  right,  upon  written  notice  to  the
Administrative  Agent (which the Administrative Agent will distribute to each of
the  Lenders)  (the  "Extension  Notice") not earlier than 90 days and not later
than 60 days prior to the Maturity Date then in effect (the  "Existing  Maturity
Date") to extend the  Existing  Maturity  Date for one  additional  one (1) year
period (the "Requested  Maturity Date") (provided that if the Requested Maturity
Date is not a
<PAGE>
Business  Day,  then  such  Requested  Maturity  Date  shall be the  immediately
preceding Business Day); subject,  however, in any such case, to satisfaction of
the following conditions precedent:

         (a) no Event of Default shall have  occurred and be  continuing  (i) on
the date on which such  Extension  Notice is delivered  and (ii) during any time
following  the date of delivery of such  Extension  Notice and the Maturity Date
then in effect;

         (b) the  representations  and  warranties  set forth in Article VI this
Credit Agreement shall be true and correct in all material respects on and as of
the date on which such maturity extension is to become effective;

         (c) on or before the Existing Maturity Date, the  Administrative  Agent
shall  have  received,  on behalf of each of the  Lenders,  updated  appraisals,
commissioned,  reviewed and approved by the Administrative Agent with respect to
each Borrowing Base Asset; and

         (d) on or before the Existing Maturity Date, the  Administrative  Agent
shall have  received,  on behalf of each of the Lenders,  a fee in the amount of
0.30% on the Revolving  Committed  Amount as of the date on which such Extension
Notice was delivered,  such fee to be allocated to the Lenders according to each
Lender's Pro Rata Share of the Revolving Committed Amount.

Notwithstanding  anything to the  contrary  contained  in this  Section 3.5, the
Maturity  Date may not be  extended  for more than one  additional  one (1) year
period.

Section 3.6 Termination, Reduction and Increase of Revolving Committed Amount.

         (a)  Voluntary   Reductions.   The  Borrower  may  from  time  to  time
permanently  reduce or terminate the Revolving  Committed  Amount in whole or in
part (in minimum  aggregate  amounts of $10,000,000 or in integral  multiples of
$1,000,000 in excess thereof (or, if less, the full remaining amount of the then
applicable  Revolving  Committed Amount)) upon five Business Days' prior written
notice  to  the  Administrative   Agent  (and  the  Administrative  Agent  shall
disseminate  such  information  to the  Lenders);  provided,  however,  no  such
termination or reduction shall be made which would cause the Total  Outstandings
to exceed the lesser of (i) the Revolving Committed Amount and (y) the Borrowing
Base Amount,  unless,  concurrently  with such  termination  or  reduction,  the
Revolving Loans are repaid to the extent necessary to eliminate such excess. The
Administrative  Agent shall promptly  notify each affected  Lender of receipt by
the  Administrative  Agent of any  notice  from the  Borrower  pursuant  to this
Section 3.6(a).   Any  notices  provided  by  the  Borrower   pursuant  to  this
Section 3.6(a)  shall be irrevocable once given and shall be effective only upon
receipt of the same by the Administrative Agent.

         (b) Increase in Revolving Committed Amount.

                  (i) The Borrower shall have the right,  upon at least ten (10)
         Business  Days' prior written notice to the  Administrative  Agent (and
         the Administrative  Agent shall disseminate notice to the Lenders),  to
         request an increase of the Revolving  Committed  Amount hereunder to an
         aggregate amount of not more than  $125,000,000 at any time on or after
         the Closing Date and prior to the Maturity Date,  subject,  however, in
         any such case, to satisfaction of the following conditions precedent:

                         (A) no Default or Event of Default  shall have occurred
                  and  be  continuing  on  the  date  on  which  such  Revolving
                  Committed Amount increase is to become effective;

                         (B) the  representations  and  warranties  set forth in
                  Section 6 of this Credit  Agreement  shall be true and correct
                  in all  material  respects on and as of the date on which such
                  increase is to become effective;

                         (C) on or before the date on which such  increase is to
                  become  effective,   the   Administrative   Agent  shall  have
                  received,  for its own account,  the mutually  acceptable fees
                  and  expenses  required by separate  agreement of the Borrower
                  and the  Administrative  Agent to be paid in  connection  with
                  such increase;

                         (D) such requested  increase shall be effective on such
                  date only to the extent  that,  on or before  such  date,  the
                  Administrative Agent shall have received and accepted from (x)
                  one or more Lenders  hereunder or (y) with respect any lender,
                  reasonably  acceptable  to the  Administrative  Agent  and the
                  Borrower,  that is not at such  time a  Lender  hereunder,  an
                  agreement in the form of Exhibit J hereto (each such agreement
                  a "New Commitment Agreement"),  with respect to the Additional
                  Revolving Commitment of such Lender.

                  (ii) Upon the  effectiveness  of the increase in the Revolving
         Committed Amount pursuant to subsection (i), the Commitment  Percentage
         of each Lender shall be  automatically  adjusted to give effect to such
         increase,  provided,  that with  respect to each  Lender  (other than a
         Lender  whose  Revolving   Commitment  shall  have  been  increased  in
         connection with such increase in the Revolving  Committed Amount),  (i)
         the  product of the Pro Rata  Share of each  Lender  multiplied  by the
         Revolving  Committed  Amount for each Lender prior to giving  effect to
         such  adjustment,  shall be equal to (ii) the  product  of the Pro Rata
         Share of each Lender  multiplied by the Revolving  Committed Amount for
         each such Lender, after giving effect to such adjustment.

                  (iii) If and when any adjustment is made to the Pro Rata Share
         of any  Lender  pursuant  to  subsection  (ii)  at any  time  when  any
         Revolving Loans are outstanding, the Borrower, the Administrative Agent
         and the Lenders will use all commercially  reasonable efforts to assign
         and  assume  outstanding  Revolving  Loans to  conform  the  respective
         amounts thereof held by each Lender to the respective Pro Rata Share as
         so  adjusted,  it being  understood  that the parties  hereto shall use
         commercially  reasonable  efforts to avoid  prepayment or assignment of
         any  Revolving  Loan that is a Eurodollar  Loan on a day other than the
         last day of the Interest Period applicable thereto.
<PAGE>
         (c) Maturity Date. Unless terminated sooner pursuant to Sections 9.2 or
3.6, the  Revolving  Commitments  of the Lenders and the LOC  Commitment  of the
Issuing Lender shall automatically terminate on the Maturity Date.

         (d) General. The Borrower shall pay to the Administrative Agent for the
account of the Lenders in accordance  with the terms of Section  3.7(a),  on the
date of each  termination or reduction of the Revolving  Committed  Amount,  the
Unused Fee accrued  through the date of such  termination  or  reduction  on the
amount of the Revolving Committed Amount so terminated or reduced. The Revolving
Commitments,  once terminated or reduced may not be increased or reinstated. Any
reduction in the aggregate amount of the Revolving Commitments shall result in a
proportionate  reduction  (rounded  to the  next  lowest  integral  multiple  of
$100,000) in the LOC  Committed  Amount;  provided,  however,  the LOC Committed
Amount shall not be reduced by operation of this sentence to an amount less than
the LOC Obligations at such time.

Section 3.7 Fees.

         (a) Unused Fee. In  consideration  of the Revolving  Commitments of the
Lenders hereunder,  the Borrower promises to pay to the Administrative Agent for
the account of each  Lender a fee (the  "Unused  Fee") equal to (i)  twenty-five
basis points (0.25%) per annum times the Unused  Revolving  Committed Amount for
each day on which the Usage Percentage  exceeds 50% and (ii)  thirty-five  basis
points (0.35%) per annum times the Unused  Revolving  Committed  Amount for each
day on which the Usage  Percentage  is equal to or less than 50%. The Unused Fee
shall  commence  to accrue on the  Closing  Date and shall be due and payable in
arrears on the last  Business Day of each March,  June,  September  and December
(and on any date  that the  Revolving  Committed  Amount is  reduced  and on the
Maturity Date) for the immediately  preceding quarter (or portion thereof) (each
such  quarter or portion  thereof for which the Unused Fee is payable  hereunder
being herein referred to as an "Unused Fee Calculation Period"),  beginning with
the first of such dates to occur after the Closing Date.

         (b) Agent's Fees.  The Borrower  promises to pay to the  Administrative
Agent,  for its own account,  for the account of the Issuing  Lender and for the
account of Banc of America  Securities LLC, as applicable,  the fees referred to
in the Agent's Fee Letter.

Section 3.8       Capital Adequacy.

         If any Lender has determined,  after the date hereof, that the adoption
or  the  becoming  effective  of,  or  any  change  in,  or  any  change  by any
Governmental  Authority,  central  bank or  comparable  agency  charged with the
interpretation or administration thereof in the interpretation or administration
of, any  applicable  Law,  rule or regulation  regarding  capital  adequacy,  or
compliance  by such  Lender  with any  request or  directive  regarding  capital
adequacy (whether or not having the force of law) of any such authority, central
bank or comparable  agency, has or would have the effect of reducing the rate of
return on such Lender's capital or assets as a consequence of its commitments or
obligations  hereunder  to a level  below  that  which  such  Lender  could have
achieved but for such adoption, effectiveness, change or compliance (taking into
consideration  such Lender's policies with respect to capital  adequacy),  then,
upon notice from such Lender to the Borrower, the Borrower shall be obligated to
pay to such Lender such  additional  amount or amounts as will  compensate  such
Lender for such  reduction.  Each  determination  by any such  Lender of amounts
owing under this Section shall, absent manifest error, be conclusive and binding
on the parties hereto.

Section 3.9 Limitation on Eurodollar Loans.

         If on or  prior  to the  first  day  of any  Interest  Period  for  any
Eurodollar Loan:

         (a) the Administrative  Agent determines (which  determination shall be
conclusive)  that by reason of  circumstances  affecting  the  relevant  market,
adequate and reasonable  means do not exist for ascertaining the Eurodollar Rate
for such Interest Period; or

         (b) the  Required  Lenders  determine  (which  determination  shall  be
conclusive)  and notify the  Administrative  Agent that the Eurodollar Rate will
not  adequately  and fairly  reflect  the cost to any of the  Lenders of funding
Eurodollar Loans for such Interest Period;

then the Administrative Agent shall give the Borrower prompt notice thereof, and
so long as such  condition  remains in  effect,  the  Lenders  shall be under no
obligation to make additional Eurodollar Loans, Continue Eurodollar Loans, or to
Convert Base Rate Loans into  Eurodollar  Loans and the Borrower  shall,  on the
last  day(s)  of  the  then  current  Interest  Period(s)  for  the  outstanding
Eurodollar Loans, either prepay such Eurodollar Loans or Convert such Eurodollar
Loans  into  Base  Rate  Loans  in  accordance  with the  terms  of this  Credit
Agreement.

Section 3.10      Illegality.

         Notwithstanding  any other provision of this Credit  Agreement,  in the
event  that  it  becomes  unlawful  for any  Lender  or its  Applicable  Lending
Office(s) to make,  maintain,  or fund  Eurodollar  Loans  hereunder,  then such
Lender shall promptly notify the Borrower  thereof and such Lender's  obligation
to make or  Continue  Eurodollar  Loans  and to  Convert  Base Rate  Loans  into
Eurodollar  Loans  shall be  suspended  until such time as such Lender may again
make,  maintain,  and fund  Eurodollar  Loans (in which case the  provisions  of
Section 3.12 shall be applicable).

Section 3.11      Change of Law.

         If, after the date hereof, the adoption of any applicable Law, rule, or
regulation,  or any change in any applicable  Law,  rule, or regulation,  or any
change in the  interpretation  or  administration  thereof  by any  Governmental
Authority, central bank, or comparable agency charged with the interpretation or
administration thereof, or compliance by any Lender (or their Applicable Lending
Office(s))  with any  request or  directive  (whether or not having the force of
law) of any such Governmental Authority, central bank, or comparable agency:

                  (i) shall  subject  such  Lender  (or its  Applicable  Lending
         Office)  to  any  tax,  duty,  or  other  charge  with  respect  to any
         Eurodollar  Loans,  its  Revolving  Notes,  or its  obligation  to make
         Eurodollar  Loans,  or change  the  basis of  taxation  of any  amounts
         payable to such Lender (or its  Applicable  Lending  Office) under this
         Credit  Agreement or its Revolving  Notes in respect of any  Eurodollar
         Loans  (other  than  taxes  imposed on the  overall  net income of such
         Lender by the  jurisdiction  in which  such  Lender  has its  principal
         office or such Applicable Lending Office);

                  (ii) shall impose,  modify,  or deem  applicable  any reserve,
         special deposit,  assessment,  or similar  requirement  relating to any
         extensions  of credit or other assets of, or any deposits with or other
         liabilities or commitments  of, such Lender (or its Applicable  Lending
         Office),  including the Revolving  Commitment of such Lender hereunder;
         or

                  (iii) shall impose on such Lender (or its  Applicable  Lending
         Office) or the London  interbank  market any other condition  affecting
         this Credit  Agreement or its Revolving Notes or any of such extensions
         of credit or liabilities or commitments;

and the result of any of the  foregoing  is to increase  the cost to such Lender
(or its Applicable Lending Office) of making,  Converting into,  Continuing,  or
maintaining any Eurodollar  Loans or to reduce any sum received or receivable by
such Lender (or its Applicable  Lending  Office) under this Credit  Agreement or
its  Revolving  Notes with respect to any  Eurodollar  Loans,  then the Borrower
shall pay to such  Lender on demand  such  amount or amounts as will  compensate
such  Lender  for such  increased  cost or  reduction.  If any  Lender  requests
compensation  by the Borrower  under this  Section 3.11,  the  Borrower  may, by
notice to such Lender  (with a copy to the  Administrative  Agent),  suspend the
obligation of such Lender to make or Continue  Eurodollar  Loans,  or to Convert
Base Rate Loans into Eurodollar Loans,  until the event or condition giving rise
to such  request  ceases  to be in  effect  (in  which  case the  provisions  of
Section 3.12  shall be  applicable);  provided  that such  suspension  shall not
affect the right of such Lender to receive the  compensation so requested.  Each
Lender shall promptly  notify the Borrower and the  Administrative  Agent of any
event of which it has  knowledge,  occurring  after the date hereof,  which will
entitle  such  Lender to  compensation  pursuant to this  Section 3.11  and will
designate a different  Applicable  Lending Office if such designation will avoid
the need for,  or reduce the amount of, such  compensation  and will not, in the
judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming
compensation  under this  Section 3.11  shall  furnish to the  Borrower  and the
Administrative  Agent a statement setting forth the additional amount or amounts
to be paid to it hereunder  which shall be conclusive in the absence of manifest
error. In determining such amount, such Lender may use any reasonable  averaging
and attribution methods.

Section 3.12 Treatment of Affected Loans.

         If the  obligation  of any  Lender  to make any  Eurodollar  Loan or to
Continue,  or to  Convert  Base  Rate  Loans  into,  Eurodollar  Loans  shall be
suspended pursuant to Section 3.9, 3.10 or 3.11 hereof, such Lender's Eurodollar
Loans shall be  automatically  Converted into Base Rate Loans on the last day(s)
of the then current  Interest  Period(s) for such  Eurodollar  Loans (or, in the
case of a  Conversion,  on such  earlier  date as such Lender may specify to the
Borrower  with a copy to the  Administrative  Agent) and,  unless and until such
Lender  gives  notice as  provided  below that the  circumstances  specified  in
Section  3.9,  3.10 or 3.11 hereof that gave rise to such  Conversion  no longer
exist:
<PAGE>
         (a) to the  extent  that such  Lender's  Eurodollar  Loans have been so
Converted,  all payments and  prepayments of principal  that would  otherwise be
applied to such Lender's  Eurodollar  Loans shall be applied instead to its Base
Rate Loans; and

         (b) all Loans that would  otherwise be made or Continued by such Lender
as Eurodollar  Loans shall be made or Continued  instead as Base Rate Loans, and
all Base Rate  Loans of such  Lender  that would  otherwise  be  Converted  into
Eurodollar Loans shall remain as Base Rate Loans.

If such Lender gives notice to the Borrower  (with a copy to the  Administrative
Agent) that the circumstances specified in Section 3.9, 3.10 or 3.11 hereof that
gave rise to the Conversion of such Lender's  Eurodollar  Loans pursuant to this
Section 3.12  no longer exist (which such Lender agrees to do promptly upon such
circumstances  ceasing to exist) at a time when  Eurodollar  Loans made by other
Lenders are  outstanding,  such Lender's Base Rate Loans shall be  automatically
Converted,  on the first day(s) of the next  succeeding  Interest  Period(s) for
such outstanding Eurodollar Loans, to the extent necessary so that, after giving
effect thereto,  all Loans held by the Lenders Parties holding  Eurodollar Loans
and by such Lender are held pro rata (as to  principal  amounts,  interest  rate
basis, and Interest Periods) in accordance with their Revolving Commitments.

Section 3.13 Taxes.

         (a) Any and all  payments by any Credit  Party to or for the account of
any  Lender or the  Administrative  Agent  hereunder  or under any other  Credit
Document  shall be made free and clear of and without  deduction for any and all
present  or future  taxes,  duties,  levies,  imposts,  deductions,  charges  or
withholdings,  and all liabilities with respect thereto,  excluding, in the case
of each Lender and the  Administrative  Agent,  taxes imposed on its income, and
franchise  taxes imposed on it (all such  non-excluded  taxes,  duties,  levies,
imposts, deductions,  charges,  withholdings,  and liabilities being hereinafter
referred to as "Taxes").  If any Credit Party shall be required by law to deduct
any Taxes from or in respect of any sum payable  under this Credit  Agreement or
any other Credit Document to any Lender or the Administrative Agent, (i) the sum
payable  shall be  increased  as  necessary  so that after  making all  required
deductions  (including  deductions  applicable to additional  sums payable under
this Section 3.13)  such Lender or the  Administrative  Agent receives an amount
equal to the sum it would have received had no such  deductions  been made, (ii)
such Credit Party shall make such deductions,  (iii) such Credit Party shall pay
the full amount deducted to the relevant  taxation  authority or other authority
in accordance  with  applicable Law, and (iv) such Credit Party shall furnish to
the  Administrative  Agent,  at its  address  referred to in Section  11.2,  the
original or a certified copy of a receipt evidencing payment thereof.

         (b) In  addition,  the  Borrower  agrees to pay any and all  present or
future  stamp or  documentary  taxes and any other  excise or property  taxes or
charges or similar  levies  which arise from any payment  made under this Credit
Agreement or any other Credit  Document or from the execution or delivery of, or
otherwise  with respect to, this Credit  Agreement or any other Credit  Document
(hereinafter referred to as "Other Taxes").

         (c) The Borrower agrees to indemnify each Lender and the Administrative
Agent  for the  full  amount  of  Taxes  and  Other  Taxes  (including,  without
limitation,  any Taxes or Other Taxes imposed or asserted by any jurisdiction on
amounts   payable   under  this  Section  3.13)  paid  by  such  Lender  or  the
Administrative  Agent  (as  the  case  may  be)  and  any  liability  (including
penalties, interest, and expenses) arising therefrom or with respect thereto.

         (d)  Each  Lender  that is not a United  States  person  under  Section
7701(a)(30)  of the Code,  on or prior to the date of its execution and delivery
of this  Credit  Agreement  in the case of each Lender  listed on the  signature
pages  hereof  and on or prior to the date on which it  becomes  a Lender in the
case of each other  Lender,  and from time to time  thereafter  if  requested in
writing by the  Borrower or the  Administrative  Agent (but only so long as such
Lender  remains  lawfully  able to do so),  shall  provide the  Borrower and the
Administrative  Agent with (i) Internal Revenue Service Form W-8 BEN or W-8 ECI,
as  appropriate,  or any  successor  form  prescribed  by the  Internal  Revenue
Service, certifying that such Lender is entitled to benefits under an income tax
treaty to which the United  States is a party which  reduces to zero the rate of
withholding tax on payments of interest or certifying that the income receivable
pursuant to this Credit Agreement is effectively connected with the conduct of a
trade or business in the United States,  (ii) Internal  Revenue Service Form W-8
or W-9, as appropriate, or any successor form prescribed by the Internal Revenue
Service,  and/or  (iii) any  other form or  certificate  required  by any taxing
authority  (including any certificate  required by Sections 871(h) and 881(c) of
the Code),  certifying  that such Lender is entitled to an exemption from tax on
payments pursuant to this Credit Agreement or any of the other Credit Documents.

         (e) For any period with respect to which a Lender has failed to provide
the Borrower and the Administrative  Agent with the appropriate form pursuant to
Section  3.13(d)  (unless  such  failure is due to a change in treaty,  law,  or
regulation  occurring  subsequent  to the  date on which a form  originally  was
required to be provided),  such Lender shall not be entitled to  indemnification
under  Section 3.13(a)  or 3.13(b) with  respect to Taxes  imposed by the United
States; provided,  however, that should a Lender, which is otherwise exempt from
withholding  tax,  become  subject to Taxes  because of its failure to deliver a
form required hereunder, the Borrower shall take such steps as such Lender shall
reasonably request to assist such Lender to recover such Taxes.

         (f) If any Credit Party is required to pay additional amounts to or for
the account of any Lender pursuant to this  Section 3.13,  then such Lender will
agree to use  reasonable  efforts to change the  jurisdiction  of its Applicable
Lending  Office so as to eliminate or reduce any such  additional  payment which
may  thereafter  accrue if such change,  in the judgment of such Lender,  is not
otherwise disadvantageous to such Lender, as applicable.

         (g) Without  prejudice  to the  survival of any other  agreement of the
Credit Parties  hereunder,  the agreements and obligations of the Credit Parties
contained  in this  Section  3.13 shall  survive the  repayment of the Loans and
other  obligations  under  the  Credit  Documents  and  the  termination  of the
Revolving Commitments hereunder.

Section 3.14 Compensation.

         Upon the request of any Lender,  the Borrower  shall pay to such Lender
such amount or amounts as shall be sufficient (in the reasonable opinion of such
Lender) to  compensate  it for any loss,  cost,  or expense  (excluding  loss of
anticipated profits) incurred by it as a result of:
<PAGE>
         (a) any payment, prepayment, or Conversion of a Eurodollar Loan for any
reason on a date other than the last day of the  Interest  Period for such Loan;
or

         (b) any  failure by the  Borrower  for any reason  (including,  without
limitation,  the failure of any condition precedent specified in Article V to be
satisfied) to borrow, Convert, Continue, or prepay a Eurodollar Loan on the date
for such borrowing,  Conversion,  Continuation,  or prepayment  specified in the
relevant Loan Notice or prepayment notice under this Credit Agreement.

With respect to Eurodollar  Loans,  such  indemnification  may include an amount
equal to the  excess,  if any, of (a) the  amount of  interest  which would have
accrued on the amount so prepaid,  or not so borrowed,  Converted or  Continued,
for the period from the date of such  prepayment  or of such  failure to borrow,
Convert or Continue to the last day of the  applicable  Interest  Period (or, in
the case of a failure to borrow,  Convert or Continue,  the Interest Period that
would have commenced on the date of such failure) in each case at the applicable
rate of interest  for such  Eurodollar  Loans  provided  for herein  (excluding,
however,  the Applicable Margin included therein, if any) over (b) the amount of
interest (as  reasonably  determined by such Lender) which would have accrued to
such  Lender on such amount by placing  such amount on deposit for a  comparable
period with leading banks in the interbank  Eurodollar  market. The covenants of
the Borrower set forth in this  Section 3.14  shall survive the repayment of the
Loans, LOC Obligations and other  obligations under the Credit Documents and the
termination of the Revolving Commitments hereunder.

Section 3.15 Pro Rata Treatment.

         Except to the extent otherwise provided herein:

         (a) Loans. Each Revolving Loan, as between the Lenders, each payment or
(subject to the terms of  Section 3.2)  prepayment of principal of any Revolving
Loan, as between the Lenders, or reimbursement obligations arising from drawings
under  Letters of Credit,  each payment of interest on the  Revolving  Loan,  as
between the Lenders,  or reimbursement  obligations  arising from drawings under
Letters of Credit,  each payment of Unused  Fees,  each payment of the Letter of
Credit Fee, each reduction of the Revolving Committed Amount and each conversion
or  extension  of any Loan,  shall be  allocated  pro rata among the  Lenders in
accordance with the respective  principal  amounts of their outstanding Loans of
the applicable type and Participation  Interests in Loans of the applicable type
and Letters of Credit.

         (b) Advances.  No Lender shall be responsible  for the failure or delay
by any other Lender in its  obligation  to make its ratable share of a borrowing
hereunder;  provided,  however,  that the  failure of any Lender to fulfill  its
obligations  hereunder  shall not  relieve any other  Lender of its  obligations
hereunder.  Unless the  Administrative  Agent  shall have been  notified  by any
Lender prior to the date of any  requested  borrowing  that such Lender does not
intend to make available to the  Administrative  Agent its ratable share of such
borrowing to be made on such date, the Administrative Agent may assume that such
Lender has made such amount available to the Administrative Agent on the date of
such borrowing,  and the Administrative  Agent in reliance upon such assumption,
may (in its sole  discretion but without any obligation to do so) make available
to the Borrower a corresponding  amount. If such corresponding  amount is not in
fact made available to the Administrative  Agent, the Administrative Agent shall
be able to recover such  corresponding  amount from such Lender.  If such Lender
does not pay such corresponding amount forthwith upon the Administrative Agent's
demand therefor, the Administrative Agent will promptly notify the Borrower, and
the  Borrower  shall   immediately   pay  such   corresponding   amount  to  the
Administrative Agent. The Administrative Agent shall also be entitled to recover
from  the  Lender  or the  Borrower,  as the  case  may  be,  interest  on  such
corresponding  amount in  respect  of each day from the date such  corresponding
amount was made  available  by the  Administrative  Agent to the Borrower to the
date such corresponding amount is recovered by the Administrative Agent at a per
annum  rate  equal to (i)  from  the  Borrower  at the  applicable  rate for the
applicable  borrowing  pursuant to the Loan Notice and (ii) from a Lender at the
Federal Funds Rate.

Section 3.16 Sharing of Payments.

         The Lenders agree among  themselves  that, in the event that any Lender
shall  obtain  payment  in  respect of any Loan,  LOC  Obligations  or any other
obligation owing to such Lender under this Credit Agreement through the exercise
of a right of setoff,  banker's lien or  counterclaim,  or pursuant to a secured
claim under  Section 506 of Title 11 of the United States Code or other security
or interest  arising from, or in lieu of, such secured  claim,  received by such
Lender  under any  applicable  bankruptcy,  insolvency  or other  similar law or
otherwise,  or by any  other  means,  in  excess  of its pro rata  share of such
payment as provided for in this Credit  Agreement,  such Lender  shall  promptly
purchase  from the other  Lenders a  Participation  Interest in such Loans,  LOC
Obligations  and  other  obligations  in  such  amounts,  and  make  such  other
adjustments from time to time, as shall be equitable to the end that all Lenders
share  such  payment  in  accordance  with their  respective  ratable  shares as
provided  for  in  this  Credit  Agreement.  The  Lenders  further  agree  among
themselves  that if payment to a Lender  obtained  by such  Lender  through  the
exercise of a right of setoff,  banker's  lien,  counterclaim  or other event as
aforesaid  shall be rescinded or must  otherwise be restored,  each Lender which
shall have  shared  the  benefit  of such  payment  shall,  by  repurchase  of a
Participation  Interest  theretofore  sold,  return  its  share of that  benefit
(together with its share of any accrued  interest  payable with respect thereto)
to each Lender whose  payment shall have been  rescinded or otherwise  restored.
The Borrower agrees that any Lender so purchasing such a Participation  Interest
may, to the fullest  extent  permitted  by law,  exercise  all rights of payment
(including  the right of setoff,  but subject to Section  11.9) with  respect to
such  Participation  Interest  as fully as if such  Lender were a holder of such
Loan, LOC  Obligations or other  obligation in the amount of such  Participation
Interest.  Except as otherwise  expressly provided in this Credit Agreement,  if
any Lender shall fail to remit to the  Administrative  Agent or any other Lender
an amount  payable  by such  Lender to the  Administrative  Agent or such  other
Lender  pursuant to this Credit  Agreement  on the date when such amount is due,
such payments  shall be made  together with interest  thereon for each date from
the  date  such  amount  is due  until  the  date  such  amount  is  paid to the
Administrative  Agent or such  other  Lender  at a rate per  annum  equal to the
Federal  Funds Rate.  If under any  applicable  bankruptcy,  insolvency or other
similar  law, any Lender  receives a secured  claim in lieu of a setoff to which
this  Section 3.16  applies,  such  Lender  shall,  to the  extent  practicable,
exercise its rights in respect of such secured claim in a manner consistent with
the rights of the Lenders  under this  Section 3.16  to share in the benefits of
any recovery on such secured claim.

Section 3.17      Payments, Computations, Etc.
<PAGE>
         (a) Generally.  Except as otherwise  specifically  provided herein, all
payments  hereunder  shall be made to the  Administrative  Agent in  Dollars  in
immediately  available  funds,  without  setoff,   deduction,   counterclaim  or
withholding  of any kind, at the  Administrative  Agent's  Office not later than
2:00 P.M.  on the date when due.  Payments  received  after  such time  shall be
deemed  to  have  been  received  on  the  next  succeeding  Business  Day.  The
Administrative Agent may (but shall not be obligated to) debit the amount of any
such payment which is not made by such time to any ordinary  deposit  account of
the Borrower or any other Credit Party maintained with the Administrative  Agent
(with notice to the Borrower or such other Credit Party). The Borrower shall, at
the time it makes any  payment  under  this  Credit  Agreement,  specify  to the
Administrative Agent the Loans, LOC Obligations, Fees, interest or other amounts
payable by the Borrower hereunder to which such payment is to be applied (and in
the  event  that it  fails  so to  specify,  or if  such  application  would  be
inconsistent with the terms hereof,  the  Administrative  Agent shall distribute
such  payment to the  Lenders  in such  manner as the  Administrative  Agent may
determine  to be  appropriate  in respect of  obligations  owing by the Borrower
hereunder,  subject to the terms of  Section 3.15(a)).  The Administrative Agent
will  distribute  such payments to such Lender,  if any such payment is received
prior to 2:00 P.M. on a Business Day in like funds as received  prior to the end
of such Business Day and otherwise the Administrative Agent will distribute such
payment to such Lender on the next succeeding Business Day. Whenever any payment
hereunder  shall be stated to be due on a day which is not a Business  Day,  the
due date thereof shall be extended to the next succeeding  Business Day (subject
to accrual of interest and Fees for the period of such  extension),  except that
in the case of Eurodollar  Loans, if the extension would cause the payment to be
made in the next following  calendar  month,  then such payment shall instead be
made on the next preceding  Business Day. Except as expressly provided otherwise
herein,  all  computations  of  interest  and fees shall be made on the basis of
actual  number of days elapsed  over a year of 360 days,  except with respect to
computation  of  interest  on Base  Rate  Loans at times  when the Base  Rate is
determined by Bank of America's  "prime rate" which shall be calculated based on
a year of 365 or 366 days, as the case may be, and actual days elapsed. Interest
shall  accrue from and include  the date of  borrowing,  but exclude the date of
payment.

         (b)  Allocation  of  Payments   After  Event  of  Default.   After  the
acceleration  of the Obligations as provided for in Section 9.2(b) (or after the
Loans  have  automatically  become  immediately  due  and  payable  and  the LOC
Obligations have  automatically  been required to be Cash  Collateralized as set
forth in  Section 9.2(c),  any amounts  received  on account of the  Obligations
shall be applied by the Administrative Agent in the following order:

                  FIRST,  to the  payment  of that  portion  of the  Obligations
         constituting fees,  indemnities,  expenses and other amounts (including
         without   limitation   reasonable   attorneys'  fees)  payable  to  the
         Administrative Agent in its capacity as such;

                  SECOND,  to the  payment of that  portion  of the  Obligations
         constituting fees,  indemnities and other amounts (other than principal
         and interest)  payable to the Lenders  (including  without  limitation,
         reasonable  attorneys'  fees)  ratably  among them in proportion to the
         amounts described in this clause Second payable to them;
<PAGE>
                  THIRD,   to  payment  of  that  portion  of  the   Obligations
         constituting accrued and unpaid interest on the Revolving Loans and LOC
         Obligations,  ratably among the Lenders in proportion to the respective
         amounts described in this clause Third payable to them;

                  FOURTH,   to  payment  of  that  portion  of  the  Obligations
         constituting  unpaid  principal of the Revolving Loans, LOC Obligations
         and to Cash  Collateralize  the  undrawn  amounts of Letters of Credit,
         ratably  among the  Lenders in  proportion  to the  respective  amounts
         described in this clause Fourth held by them;

                  LAST, the balance,  if any, after all of the Obligations  have
         been  indefeasibly  paid  in  full,  to the  Borrower  or as  otherwise
         required by Law.

         Subject to  Section  2.2(c),  amounts  used to Cash  Collateralize  the
aggregate  undrawn  amount of Letters of Credit  pursuant to clause Fourth above
shall be applied to satisfy drawings under such Letters of Credit as they occur.
If any amount remains on deposit as Cash Collateral  after all Letters of Credit
have either been fully drawn or expired,  such remaining amount shall be applied
to the other Obligations, if any, in the order set forth above.

Section 3.18 Evidence of Indebtedness.

         (a) Each Lender shall maintain an account or accounts  evidencing  each
Loan  made by such  Lender to the  Borrower  from  time to time,  including  the
amounts of principal  and interest  payable and paid to such Lender from time to
time under this Credit  Agreement.  Each Lender will make reasonable  efforts to
maintain  the  accuracy of its account or  accounts  and to promptly  update its
account or accounts from time to time, as necessary.

         (b) The  Administrative  Agent shall maintain the Register  pursuant to
Section  11.7(c),  and a  subaccount  for each  Lender,  in which  Register  and
subaccounts (taken together) shall be recorded (i) the amount, type and Interest
Period of each such Loan hereunder, (ii) the amount of any principal or interest
due and payable or to become due and payable to each Lender  hereunder and (iii)
the amount of any sum received by the Administrative Agent hereunder from or for
the  account  of  any  Credit  Party  and  each  Lender's  share  thereof.   The
Administrative  Agent will make  reasonable  efforts to maintain the accuracy of
the  subaccounts  referred to in the preceding  sentence and to promptly  update
such subaccounts from time to time, as necessary.

         (c)  The  entries  made  in  the  accounts,  Register  and  subaccounts
maintained  pursuant to clause (b) of this Section 3.18 (and, if consistent with
the  entries  of the  Administrative  Agent,  clause (a))  shall be prima  facie
evidence of the existence and amounts of the  obligations  of the Credit Parties
therein  recorded;  provided,  however,  that the  failure  of any Lender or the
Administrative  Agent  to  maintain  any such  account,  such  Register  or such
subaccount,  as applicable, or any error therein, shall not in any manner affect
the  obligation  of the Credit  Parties to repay the  Obligations  owing to such
Lender.
<PAGE>
Section 3.19.     Usury.

         In no event shall the amount of interest due or payable on the Loans or
other Obligations  exceed the maximum rate of interest allowed by applicable Law
and, if any such payment is paid by the Borrower or received by any Lender, then
such excess sum shall be credited as a payment of principal, unless the Borrower
shall notify the respective  Lender in writing that the Borrower  elects to have
such  excess sum  returned  to it  forthwith.  It is the  express  intent of the
parties  hereto that the Borrower not pay and the Lenders not receive,  directly
or indirectly, in any manner whatsoever, interest in excess of that which may be
lawfully paid by the Borrower under applicable Law.

Section 3.20. Agreement Regarding Interest and Charges.

         The parties  hereto  hereby  agree and  stipulate  that the only charge
imposed upon the Borrower  for the use of money in  connection  with this Credit
Agreement is and shall be the interest specifically described in Section 2.1(d).
Notwithstanding  the  foregoing,  the parties hereto further agree and stipulate
that all agency fees,  syndication  fees,  facility fees, letter of credit fees,
underwriting fees, default charges, late charges, funding or "breakage" charges,
increased cost charges, attorneys' fees and reimbursement for costs and expenses
paid by the  Administrative  Agent or any Lender to third parties or for damages
incurred  by the  Administrative  Agent  or any  Lender,  are  charges  made  to
compensate  the  Administrative  Agent or any such  Lender for  underwriting  or
administrative  services and costs or losses  performed  or incurred,  and to be
performed or incurred, by the Administrative Agent and the Lenders in connection
with this  Credit  Agreement  and shall under no  circumstances  be deemed to be
charges for the use of money.  Except as expressly  agreed otherwise in writing,
all charges  other than  charges for the use of money shall be fully  earned and
nonrefundable when due.

Section 3.21. Statements of Account.

         The  Administrative  Agent will account to the Borrower  monthly with a
statement of Loans,  Letters of Credit,  accrued interest and Fees,  charges and
payments made pursuant to this Credit Agreement and the other Credit  Documents,
and such  account  rendered  by the  Administrative  Agent  shall be prima facie
evidence of the amounts and other matters set forth therein.  The failure of the
Administrative  Agent to deliver such a statement of accounts  shall not relieve
or discharge the Borrower from any of its obligations hereunder.

Section 3.22.     Defaulting Lenders.

         (a)  Generally.  If for any reason any Lender (a  "Defaulting  Lender")
shall  fail or  refuse to  perform  any of its  obligations  under  this  Credit
Agreement  or any other  Credit  Document to which it is a party within the time
period  specified for  performance  of such  obligation or, if no time period is
specified, if such failure or refusal continues for a period of two (2) Business
Days after notice from the Administrative Agent, then, in addition to the rights
and remedies that may be available to the  Administrative  Agent or the Borrower
under this Credit Agreement or applicable Law, such Defaulting Lender's right to
participate in the  administration  of the Loans,  this Credit Agreement and the
other  Credit  Documents,  including  without  limitation,  any right to vote in
respect  of,  to  consent  to or  to  direct  any  action  or  inaction  of  the
Administrative  Agent or to be taken  into  account  in the  calculation  of the
Required  Lenders,  shall be  suspended  during the  pendency of such failure or
refusal.  Upon a Lender becoming a Defaulting Lender,  the Administrative  Agent
shall  give  prompt  notice  to each  other  Lender  thereof.  If a Lender  is a
Defaulting  Lender  because  it  has  failed  to  make  timely  payment  to  the
Administrative  Agent of any amount  required  to be paid to the  Administrative
Agent  hereunder  (without  giving  effect to any  notice or cure  periods),  in
addition to other  rights and  remedies  which the  Administrative  Agent or the
Borrower may have under the immediately  preceding provisions or otherwise,  the
Administrative  Agent  shall be  entitled  (i) to  collect  interest  from  such
Defaulting  Lender on such  delinquent  payment  for the period from the date on
which the  payment  was due until the date on which the  payment  is made at the
Federal Funds Rate,  (ii) to withhold or setoff and to apply in  satisfaction of
the defaulted payment and any related interest, any amounts otherwise payable to
such Defaulting  Lender under this Credit Agreement or any other Credit Document
and (iii) to bring an action or suit against such  Defaulting  Lender in a court
of  competent  jurisdiction  to recover  the  defaulted  amount and any  related
interest.  Any  amounts  received  by the  Administrative  Agent in respect of a
Defaulting  Lender's Loans shall not be paid to such Defaulting Lender and shall
be held  uninvested by the  Administrative  Agent and either applied against the
purchase price of such Loans under the following  subsection (b) or paid to such
Defaulting Lender upon the Defaulting Lender's curing of its default.

         (b) Purchase of Defaulting Lender's Commitment. Any Lender who is not a
Defaulting  Lender  shall have the right,  but not the  obligation,  in its sole
discretion,  to acquire all of a Defaulting Lender's Revolving  Commitment.  Any
Lender  desiring to exercise such right shall give written notice thereof to the
Administrative Agent no sooner than two (2) Business Days and not later than ten
(10) Business Days after such Defaulting  Lender became a Defaulting  Lender. If
more than one Lender exercises such right, each such Lender shall have the right
to  acquire  an amount  of such  Defaulting  Lender's  Revolving  Commitment  in
proportion to the Revolving  Commitments  of the other Lenders  exercising  such
right. If after such 10th Business Day, the Lenders have not elected to purchase
all of the Revolving  Commitment of such  Defaulting  Lender,  then any Eligible
Assignee may purchase  such  Revolving  Commitment.  None of the  Administrative
Agent or any of the Lenders shall have any obligation whatsoever to initiate any
such  replacement  or to assist in finding an Eligible  Assignee.  Upon any such
purchase, the Defaulting Lender's interest in the Loans and its rights hereunder
(but not its liability in respect thereof or under the Credit  Documents or this
Credit  Agreement  to the  extent  the same  relate to the  period  prior to the
effective date of the purchase) shall terminate on the date of purchase, and the
Defaulting Lender shall promptly execute all documents  reasonably  requested to
surrender  and transfer such  interest to the  purchaser  thereof,  including an
appropriate   Assignment  and   Assumption   Agreement  and  shall  pay  to  the
Administrative  Agent an  assignment  fee in the amount of $3,500.  The purchase
price for the Revolving  Commitment of a Defaulting Lender shall be equal to the
amount  of the  principal  balance  of the  Loans  outstanding  and  owed by the
Borrower to the Defaulting Lender.  Prior to payment of such purchase price to a
Defaulting Lender,  the  Administrative  Agent shall apply against such purchase
price any amounts  retained  by the  Administrative  Agent  pursuant to the last
sentence of the  immediately  preceding  subsection  (a). The Defaulting  Lender
shall be entitled to receive amounts owed to it by the Borrower under the Credit
Documents  which  accrued  prior to the date of the  default  by the  Defaulting
Lender, to the extent the same are received by the Administrative  Agent from or
on behalf of the Borrower.  There shall be no recourse against any Lender or the
Administrative  Agent for the  payment of such sums  except to the extent of the
receipt of payments  from any other party or in respect of the Loans.  If, prior
to a Lender's acquisition of a Defaulting Lender's Revolving Commitment pursuant
to this  subsection,  such  Defaulting  Lender shall cure the event or condition
which  caused it to become a  Defaulting  Lender and shall have paid all amounts
owing by it hereunder as a result thereof, then such Lender shall no longer have
the right to acquire such Defaulting Lender's Revolving Commitment.

Section 3.23 Assumptions Concerning Funding of Eurodollar Loans.

         Calculation  of all amounts  payable to a Lender under this Article III
shall be made as though such Lender had actually funded Eurodollar Loans through
the purchase of deposits in the  relevant  market  bearing  interest at the rate
applicable  to such  Eurodollar  Loans in an amount  equal to the  amount of the
Eurodollar  Loans and  having a maturity  comparable  to the  relevant  Interest
Period;  provided,  however,  that each  Lender may fund each of its  Eurodollar
Loans in any manner it sees fit and the foregoing  assumption shall be used only
for calculation of amounts payable under this Article III.
<PAGE>

                                   ARTICLE IV

                                    GUARANTY

Section 4.1       The Guaranty.

         Each of the Guarantors hereby jointly and severally  guarantees to each
Lender,  each Affiliate of a Lender that enters into a Hedge Agreement,  and the
Administrative  Agent  as  hereinafter  provided,  the  prompt  payment  of  the
Obligations  in full  when due  (whether  at  stated  maturity,  as a  mandatory
prepayment, by acceleration, as a mandatory cash collateralization or otherwise)
strictly in accordance  with the terms thereof.  The  Guarantors  hereby further
agree that if any of the  Obligations  are not paid in full when due (whether at
stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash
collateralization  or otherwise),  the Guarantors  will,  jointly and severally,
promptly pay the same, without any demand or notice whatsoever,  and that in the
case of any  extension of time of payment or renewal of any of the  Obligations,
the same will be promptly  paid in full when due (whether at extended  maturity,
as   a   mandatory   prepayment,   by   acceleration,   as  a   mandatory   cash
collateralization  or otherwise) in accordance  with the terms of such extension
or renewal.

         Notwithstanding  any provision to the contrary  contained  herein or in
any other of the Credit Documents or Hedge  Agreements,  the obligations of each
Guarantor  under this Credit  Agreement and the other Credit  Documents shall be
limited to an aggregate amount equal to the largest amount that would not render
such obligations  subject to avoidance under  Section 548 of the Bankruptcy Code
or any comparable provisions of any applicable state law.
<PAGE>
Section 4.2 Obligations Unconditional.

         The  obligations  of the  Guarantors  under  Section 4.1  are joint and
several,  absolute and  unconditional,  irrespective of the value,  genuineness,
validity,  regularity or  enforceability of any of the Credit Documents or Hedge
Agreements,  or any other  agreement or instrument  referred to therein,  or any
substitution,  release,  impairment  or  exchange of any other  guarantee  of or
security for any of the  Obligations,  and, to the fullest  extent  permitted by
applicable Law,  irrespective of any other  circumstance  whatsoever which might
otherwise  constitute a legal or  equitable  discharge or defense of a surety or
guarantor,  it being the intent of this  Section 4.2 that the obligations of the
Guarantors  hereunder  shall be  absolute  and  unconditional  under any and all
circumstances.  Each Guarantor agrees that such Guarantor shall have no right of
subrogation,  indemnity,  reimbursement or contribution  against the Borrower or
any other Guarantor for amounts paid under this Section 4 until such time as the
Lenders (and any Affiliates of Lenders entering into Hedge Agreements) have been
paid in  full in  respect  of all  Obligations  and no  Person  or  Governmental
Authority shall have any right to request any return or  reimbursement  of funds
from the Lenders in connection with monies  received under the Credit  Documents
or Hedge Agreements between any Credit Party and any Lender, or any Affiliate of
a Lender.  Without limiting the generality of the foregoing,  it is agreed that,
to the fullest extent permitted by law, the occurrence of any one or more of the
following  shall not alter or impair the  liability of any  Guarantor  hereunder
which shall remain absolute and unconditional as described above:

                  (a) at any time or from  time to time,  without  notice to any
         Guarantor,  the time for any  performance of or compliance  with any of
         the Obligations  shall be extended,  or such  performance or compliance
         shall be waived;

                  (b) any of the acts  mentioned in any of the provisions of any
         of the Credit  Documents,  any Hedge Agreement between any Credit Party
         and any Lender, or any Affiliate of a Lender, or any other agreement or
         instrument referred to in the Credit Documents or such Hedge Agreements
         shall be done or omitted;

                  (c)  the  maturity  of  any  of  the   Obligations   shall  be
         accelerated, or any of the Obligations shall be modified,  supplemented
         or  amended  in any  respect,  or any  right  under  any of the  Credit
         Documents, any Hedge Agreement between any Credit Party and any Lender,
         or any  Affiliate of a Lender,  or any other  agreement  or  instrument
         referred to in the Credit  Documents or such Hedge  Agreements shall be
         waived or any other guarantee of any of the Obligations or any security
         therefor  shall be released,  impaired or exchanged in whole or in part
         or otherwise dealt with;

                  (d) any Lien  granted  to, or in favor of, the  Administrative
         Agent or any Lender or Lenders as security  for any of the  Obligations
         shall fail to attach or be perfected; or

                  (e) any of the  Obligations  shall be determined to be void or
         voidable  (including,  without  limitation,  for  the  benefit  of  any
         creditor of any  Guarantor) or shall be  subordinated  to the claims of
         any  Person  (including,   without  limitation,  any  creditor  of  any
         Guarantor).
<PAGE>
With respect to its  obligations  hereunder,  each  Guarantor  hereby  expressly
waives  diligence,  presentment,  demand of  payment,  protest  and all  notices
whatsoever,  and any  requirement  that the  Administrative  Agent or any Lender
exhaust any right,  power or remedy or proceed  against any Person  under any of
the Credit  Documents,  any Hedge  Agreement  between  any Credit  Party and any
Lender,  or any  Affiliate of a Lender,  or any other  agreement  or  instrument
referred to in the Credit  Documents  or such Hedge  Agreements,  or against any
other  Person  under  any  other  guarantee  of,  or  security  for,  any of the
Obligations.

Section 4.3 Reinstatement.

         The  obligations  of the  Guarantors  under  this  Section  4 shall  be
automatically reinstated if and to the extent that for any reason any payment by
or on behalf of any Person in respect of the Obligations is rescinded or must be
otherwise restored by any holder of any of the Obligations,  whether as a result
of any  proceedings  in bankruptcy  or  reorganization  or  otherwise,  and each
Guarantor agrees that it will indemnify the Administrative Agent and each Lender
on demand for all reasonable costs and expenses (including,  without limitation,
fees and  expenses of  counsel)  incurred  by the  Administrative  Agent or such
Lender in connection  with such  rescission or  restoration,  including any such
costs and expenses  incurred in defending  against any claim  alleging that such
payment  constituted a preference,  fraudulent transfer or similar payment under
any bankruptcy, insolvency or similar law.

Section 4.4 Certain Additional Waivers.

         Without  limiting the  generality of the  provisions of this Section 4,
each  Guarantor  hereby  specifically  waives the  benefits of N.C.  Gen.  Stat.
Section;  26-7  through  26-9,  inclusive,  to the extent  applicable.  Each
Guarantor  further agrees that such Guarantor shall have no right of recourse to
security  for  the  Obligations,  except  through  the  exercise  of  rights  of
subrogation  pursuant  to  Section 4.2  and  through  the  exercise of rights of
contribution pursuant to Section 4.6.

Section 4.5 Remedies.

         The Guarantors  agree that, to the fullest extent  permitted by law, as
between the Guarantors,  on the one hand, and the  Administrative  Agent and the
Lenders,  on the other hand, the Obligations may be declared to be forthwith due
and  payable  as  provided  in Section  9.2 (and shall be deemed to have  become
automatically due and payable in the circumstances provided in said Section 9.2)
for  purposes  of Section  4.1  notwithstanding  any stay,  injunction  or other
prohibition  preventing such  declaration  (or preventing the  Obligations  from
becoming automatically due and payable) as against any other Person and that, in
the event of such  declaration (or the  Obligations  being deemed to have become
automatically due and payable),  the Obligations (whether or not due and payable
by any other Person) shall  forthwith  become due and payable by the  Guarantors
for purposes of  Section 4.1.  The Guarantors  acknowledge  and agree that their
obligations hereunder are secured in accordance with the terms of the Collateral
Documents  and that the  Lenders  may  exercise  their  remedies  thereunder  in
accordance with the terms thereof.
<PAGE>
Section 4.6       Rights of Contribution.

         The Guarantors  hereby agree as among themselves that, if any Guarantor
shall make an Excess Payment (as defined  below),  such  Guarantor  shall have a
right of contribution from each other Guarantor in an amount equal to such other
Guarantor's  Contribution  Share (as defined below) of such Excess Payment.  The
payment obligations of any Guarantor under this Section 4.6 shall be subordinate
and subject in right of payment to the prior  payment in full of the  Guaranteed
Obligations, and none of the Guarantors shall exercise any right or remedy under
this Section 4.6 against any other Guarantor  until payment and  satisfaction in
full of all of such  Guaranteed  Obligations.  For purposes of this Section 4.6,
(a) "Guaranteed  Obligations" shall mean any obligations arising under the other
provisions of this Section 4; (b) "Excess Payment" shall mean the amount paid by
any Guarantor in excess of its Ratable Share of any Guaranteed Obligations;  (c)
"Ratable  Share"  shall  mean,  for any  Guarantor  in respect of any payment of
Guaranteed Obligations,  the ratio (expressed as a percentage) as of the date of
such payment of Guaranteed  Obligations of (i) the amount by which the aggregate
present  fair  salable  value of all of its assets and  properties  exceeds  the
amount of all debts and  liabilities  of such Guarantor  (including  contingent,
subordinated,   unmatured,  and  unliquidated  liabilities,  but  excluding  the
obligations  of such  Guarantor  hereunder)  to (ii) the  amount  by  which  the
aggregate  present fair salable value of all assets and other  properties of all
of the Credit  Parties  exceeds  the amount of all of the debts and  liabilities
(including contingent,  subordinated,  unmatured, and unliquidated  liabilities,
but excluding the  obligations  of the Credit  Parties  hereunder) of the Credit
Parties; provided,  however, that, for purposes of calculating the Ratable Share
of the  Guarantors  in respect of any  payment of  Guaranteed  Obligations,  any
Guarantor  that became a Guarantor  subsequent  to the date of any such  payment
shall be deemed to have been a  Guarantor  on the date of such  payment  and the
financial  information for such Guarantor as of the date such Guarantor became a
Guarantor  shall be utilized for such Guarantor in connection with such payment;
and (d)  "Contribution  Share" shall mean,  for any  Guarantor in respect of any
Excess  Payment  made  by  any  other  Guarantor,  the  ratio  (expressed  as  a
percentage) as of the date of such Excess Payment of (i) the amount by which the
aggregate present fair salable value of all of its assets and properties exceeds
the amount of all debts and liabilities of such Guarantor (including contingent,
subordinated,   unmatured,  and  unliquidated  liabilities,  but  excluding  the
obligations  of such  Guarantor  hereunder)  to (ii) the  amount  by  which  the
aggregate  present fair salable value of all assets and other  properties of the
Credit Parties other than the maker of such Excess Payment exceeds the amount of
all of the debts and liabilities (including contingent, subordinated, unmatured,
and  unliquidated  liabilities,  but  excluding  the  obligations  of the Credit
Parties)  of the Credit  Parties  other than the maker of such  Excess  Payment;
provided,  however, that, for purposes of calculating the Contribution Shares of
the  Guarantors in respect of any Excess  Payment,  any Guarantor  that became a
Guarantor  subsequent to the date of any such Excess  Payment shall be deemed to
have been a  Guarantor  on the date of such  Excess  Payment  and the  financial
information for such Guarantor as of the date such Guarantor  became a Guarantor
shall be utilized for such  Guarantor in  connection  with such Excess  Payment.
This  Section 4.6  shall  not be deemed  to  affect  any  right of  subrogation,
indemnity,  reimbursement  or  contribution  that any  Guarantor  may have under
applicable  Law  against the  Borrower  in respect of any payment of  Guaranteed
Obligations.  Notwithstanding the foregoing,  all rights of contribution against
any  Guarantor  shall  terminate  from and after such time,  if ever,  that such
Guarantor shall be relieved of its obligations pursuant to Section 8.4.
<PAGE>
Section 4.7 Guarantee of Payment; Continuing Guarantee.

         The  guarantee  in this  Section 4 is a guaranty  of payment and not of
collection,  is a  continuing  guarantee,  and  shall  apply to all  Obligations
whenever arising.

                                    ARTICLE V

                                   CONDITIONS

Section 5.1 Closing Conditions.

         The  obligation of the Lenders to enter into this Credit  Agreement and
to effect or permit the occurrence of the first Credit Event  hereunder shall be
subject  to  satisfaction  of the  following  conditions  (each  in  manner  and
substance satisfactory to the Administrative Agent):

         (a) Executed Credit Documents.  Receipt by the Administrative  Agent of
duly executed copies of: (i) this Credit Agreement, (ii) the Revolving Notes, if
any, (iii) the Collateral Documents, and (iv) all other Credit Documents.

         (b) Corporate  Documents.  Receipt by the  Administrative  Agent of the
following (each in form and substance acceptable to the Administrative Agent):

                  (i) Charter Documents.  Copies of the articles or certificates
         of incorporation,  certificate of limited  partnership,  partnership or
         limited  partnership  agreements,  articles  of  organization  or other
         charter  documents  of each  Credit  Party  certified  to be  true  and
         complete as of a recent date by the appropriate  Governmental Authority
         of the state or other  jurisdiction of its  incorporation and certified
         by a secretary or  assistant  secretary of such Credit Party to be true
         and correct as of the Closing Date.

                  (ii)   Bylaws.   A  copy  of  the   bylaws  or   corresponding
         organizational  documents of each Credit Party certified by a secretary
         or  assistant  secretary of such Credit Party to be true and correct as
         of the Closing Date.

                  (iii)  Resolutions.  Copies  of  resolutions  of the  board of
         directors, general partner(s),  managing partner(s), managing member(s)
         or similar  governing  entity/body  of each Credit Party  approving and
         adopting the Credit  Documents to which it is a party, the transactions
         contemplated  therein and authorizing  execution and delivery  thereof,
         certified by a secretary or assistant secretary of such Credit Party to
         be true and correct and in force and effect as of the Closing Date.

                  (iv) Good Standing.  Copies of  certificates of good standing,
         existence or its equivalent with respect to each Credit Party certified
         as of a recent date by the appropriate  Governmental Authorities of the
         state or other jurisdiction of incorporation.
<PAGE>
                  (v) Incumbency.  Incumbency certificates for each Credit Party
         as to each of the officers of such Credit Party  authorized  to execute
         and deliver the Credit  Documents to which such Credit Party is a party
         and  certified  by a secretary  or  assistant  secretary to be true and
         correct as of the Closing Date.

         (c) Opinions of Counsel.  The Administrative Agent shall have received,
in each case dated as of the Closing Date and in form and  substance  reasonably
satisfactory to the Administrative Agent:

                  (i) a legal  opinion of Lowndes,  Drosdick,  Doster,  Kantor &
         Reed,  P.A.,  as  counsel  for  the  Credit  Parties  addressed  to the
         Administrative Agent and the Lenders; and

                  (ii) a legal  opinion of special  local counsel for the Credit
         Parties for each State listed on Schedule  5.1(c)(ii)  and addressed to
         the Administrative Agent and the Lenders.

         (d) Personal Property  Collateral.  The Administrative Agent shall have
received:

                  (i)  searches  of  Uniform  Commercial  Code  filings  in  the
         jurisdiction of the chief executive  office of each Credit Party owning
         any  portion of the  tangible  personal  property  Collateral  and each
         jurisdiction where any tangible personal property Collateral is located
         or  where a  filing  would  need to be made in  order  to  perfect  the
         Administrative  Agent's  security  interest  in the  tangible  personal
         property Collateral, copies of the financing statements on file in such
         jurisdictions  and  evidence  that no Liens exist other than  Permitted
         Liens;

                  (ii)  duly   executed  UCC  financing   statements   for  each
         appropriate jurisdiction as is necessary, in the Administrative Agent's
         sole  discretion,   to  perfect  the  Administrative  Agent's  security
         interest in the Collateral;

                  (iii) all  certificates  evidencing any  certificated  Capital
         Stock  pledged  to the  Administrative  Agent  pursuant  to any  Pledge
         Agreement,  together with duly executed in blank,  undated stock powers
         attached thereto;

                  (iv) duly  executed  notices of grant of security  interest as
         are  necessary,  in the  Administrative  Agent's  sole  discretion,  to
         perfect the Administrative Agent's security interest in the Collateral;

                  (v) all instruments and chattel paper in the possession of any
         of the Credit Parties,  together with allonges or assignments as may be
         necessary or appropriate to perfect the Administrative Agent's security
         interest in the Collateral;

                  (vi)  duly  executed   consents  as  are  necessary,   in  the
         Administrative  Agent's sole discretion,  to perfect the Administrative
         Agent's security interest in the Collateral;
<PAGE>
                  (vii) in the case of any tangible personal property Collateral
         located at a premises leased by a Credit Party,  such estoppel letters,
         consents and waivers from the landlords on such real property as may be
         required by the Administrative Agent.; and

                  (viii) A copy of each Material Contract.

         (e)   Real   Property   Collateral   (Borrowing   Base   Assets).   The
Administrative  Agent  shall have  received,  in form and  substance  reasonably
satisfactory to the Administrative Agent:

                  (i) with respect to each of the Borrowing  Base Assets,  fully
         executed and notarized (A) Mortgage  Instruments and (B) Assignments of
         Leases;

                  (ii) with respect to each of the Prime Care Properties,  fully
         executed and notarized (A)  Assignments of Mortgage and (B) Assignments
         of Assignments of Leases;

                  (iii) with respect to each Operating Agreement with respect to
         a  Borrowing  Base  Asset,  an  assignment  thereof  in  favor  of  the
         Administrative   Agent  and  a   subordination,   non-disturbance   and
         attornment agreement;

                  (iv) with  respect  to each  Cash  Management  Agreement  with
         respect to a Borrowing  Base Asset,  an assignment  thereof in favor of
         the  Administrative  Agent  and a  subordination,  non-disturbance  and
         attornment agreement;

                  (v) in the case of each real  property  leasehold  interest of
         any Credit Party  constituting a Borrowing Base Asset evidence that the
         applicable lease, a memorandum of lease with respect thereto,  or other
         evidence of such lease in form and substance reasonably satisfactory to
         the  Administrative  Agent, has been properly recorded in all places to
         the extent  necessary or desirable,  in the reasonable  judgment of the
         Administrative   Agent,  so  as  to  enable  the  Mortgage   Instrument
         encumbering such leasehold  interest to effectively  create a valid and
         enforceable  first  priority  lien  (subject  to  Permitted  Liens  and
         required landlord  consents) on such leasehold interest in favor of the
         Administrative  Agent  (or such  other  Person  as may be  required  or
         desired under local law) for the benefit of Lenders;

                  (vi) maps or plats of an  as-built  survey of the sites of the
         real property covered by the Mortgage Instruments;

                  (vii) appraisals,  commissioned,  reviewed and approved by the
         Administrative Agent with respect to each Borrowing Base Asset;

                  (viii)  evidence as to the  compliance of each  Borrowing Base
         Asset with applicable zoning and use requirements;

                  (ix)  title  insurance  policies  with  respect to each of the
         Borrowing Base Assets (the "Mortgage  Policies"),  along with copies of
         all exceptions to title  referenced in such policies,  such policies to
         (A) be in amounts acceptable to the  Administrative  Agent with respect
         to any particular  Borrowing Base Asset,  (B) from insurance  companies
         acceptable  to the  Administrative  Agent,  (C) include such  available
         endorsements  and reinsurance as the  Administrative  Agent may require
         and (D)  otherwise  satisfy  the title  insurance  requirements  of the
         Administrative Agent;

                  (x)  evidence as to (A) whether any  Borrowing  Base Asset (or
         the real property which is the subject of such Borrowing Base Asset) is
         in an area  designated by the Federal  Emergency  Management  Agency as
         having  special flood or mud slide hazards (a "Flood Hazard  Property")
         and (B) if any  Borrowing  Base Asset is a Flood Hazard  Property,  (1)
         whether the community in which such  Borrowing Base Asset is located is
         participating  in  the  National  Flood  Insurance  Program,   (2)  the
         applicable Credit Party's written  acknowledgment of receipt of written
         notification from the Administrative Agent (a) as to the fact that such
         Borrowing  Base Asset is a Flood Hazard  Property and (b) as to whether
         the  community in which each such Flood  Hazard  Property is located is
         participating in the National Flood Insurance Program and (3) copies of
         insurance  policies  or  certificates  of  insurance  evidencing  flood
         insurance  satisfactory  to the  Administrative  Agent and  naming  the
         Administrative  Agent as sole loss payee on behalf of the Lenders under

                  (xi) to the  extent  requested  by the  Administrative  Agent,
         tenant estoppel  certificates and  subordination,  non-disturbance  and
         attornment agreements with respect to each of the Borrowing Base Assets
         which  are  leased  in  their  entirety  to  lessees,  each in form and
         substance acceptable to the Administrative Agent.

         (f) Property and Liability  Insurance.  The Administrative  Agent shall
have  received   certificates  of  insurance  evidencing  property  and  general
liability  insurance  coverage under any and all insurance  policies held by the
Credit Parties, the Tenants and the operators with respect to the Borrowing Base
Assets, and each such policy shall name the  Administrative  Agent (on behalf of
the Lenders) as sole loss payee under a standard mortgagee endorsement and/or as
an additional insured (as applicable).

         (g)  Officer's  Certificates.   The  Administrative  Agent  shall  have
received a certificate or certificates  executed by an Executive  Officer of the
Borrower  as of the  Closing  Date,  in the  form  of  Exhibit  G and  otherwise
satisfactory to the Administrative Agent, (i) stating that (A) each Credit Party
is in compliance with all existing  financial  obligations  (whether pursuant to
the terms  and  conditions  of this  Credit  Agreement  or  otherwise),  (B) all
governmental,  shareholder and third party consents and approvals,  if any, with
respect to the Credit Documents and the transactions  contemplated  thereby have
been obtained,  (C) no action,  suit,  investigation or proceeding is pending or
threatened in any court or before any arbitrator or governmental instrumentality
that purports to affect any Credit Party or any transaction  contemplated by the
Credit Documents, if such action, suit, investigation or proceeding could have a
Material Adverse Effect, (D) all Mortgage Instruments, Assignments of Mortgages,
Assignments  of Leases and  Assignments of Assignments of Leases with respect to
each of the Borrowing  Base Assets have been properly  executed and notarized as
required  herein,  (E) the  Borrower  and the  applicable  Credit  Parties  have
obtained all insurance  required by Section 7.6 hereof, (F) immediately prior to
and following the transactions  contemplated  herein, each of the Credit Parties
shall be  Solvent,  and (G)  immediately  after  the  execution  of this  Credit
Agreement  and the other  Credit  Documents,  (1) no Default or Event of Default
exists and (2) all  representations  and warranties  contained herein and in the
other  Credit  Documents  are true and correct in all  material  respects,  (ii)
certifying  that each Credit  Party is  qualified  and in good  standing in each
jurisdiction  in which the failure to so qualify and be in good  standing  could
have a Material Adverse Effect and (iii) certifying that the Credit Parties have
paid all corporate or franchise taxes due and owing as of the date hereof.

         (h)  Fees  and  Expenses.   Payment  by  the  Credit   Parties  to  the
Administrative  Agent of all  fees and  expenses  relating  to the  preparation,
execution and delivery of this Credit  Agreement and the other Credit  Documents
which are due and payable on the Closing Date,  including,  without  limitation,
payment to the  Administrative  Agent of the fees set forth in the  Agent's  Fee
Letter,  attorneys' fees,  consultants'  fees,  travel expenses and all fees and
expenses  associated  with the due  diligence  done in  connection  with and the
preparation of documentation  with respect to the Borrowing Base Assets or other
Collateral.

         (i) Financial  Statements.  Receipt by the Administrative Agent and the
Lenders of (i) the consolidated financial statements of the Consolidated Parties
(including  balance sheets and income and cash flow statements) for the calendar
year ended December 31, 2002, (ii) a pro forma covenant compliance certification
stating that, on the basis of income  statement  items and Capital  Expenditures
for the 12-month period ending on the last day of the calendar quarter ending as
of December 31, 2002 and after giving effect to the Credit Documents, the Credit
Parties will be in compliance during such quarter with each of the covenants set
forth  in  Section  7.11  and  (iii)  such  other  information  relating  to the
Consolidated  Parties  as the  Administrative  Agent may  reasonably  require in
connection with the structuring and syndication of credit facilities of the type
described herein.

         (j) Opening Borrowing Base Amount.  Receipt by the Administrative Agent
of  Borrowing  Base  Certificate  as of the Closing  Date signed by an Executive
Officer of the Borrower.

         (k)  Consents/Approvals.  The Credit  Parties  shall have  received all
approvals,  consents  and  waivers,  and shall have made or given all  necessary
filings  and  notices  as shall  be  required  to  consummate  the  transactions
contemplated  hereby without the occurrence of any default under,  conflict with
or  violation  of (1) any  applicable  Law or (2)  any  agreement,  document  or
instrument to which any Credit Party is a party or by which any of them or their
respective  properties is bound, except for such approvals,  consents,  waivers,
filings and notices the receipt,  making or giving of which would not reasonably
be likely to  (A) have a Material  Adverse  Effect,  or (B)  restrain or enjoin,
impose  materially   burdensome  conditions  on,  or  otherwise  materially  and
adversely  affect  the  ability of the  Borrower  or any other  Credit  Party to
fulfill its respective  obligations  under the Credit Documents to which it is a
party.

         (l) Material  Adverse  Effect.  No material  adverse  change shall have
occurred  since  December 31, 2001 in the condition  (financial  or  otherwise),
business, assets, operations,  management or prospects of (i) the Borrower, (ii)
RPI or (iii) RPI and its Consolidated Subsidiaries taken as a whole.
<PAGE>
         (m) Litigation. There shall not exist any pending or threatened action,
suit,  investigation or proceeding  against a Credit Party that could reasonably
be expected to have a Material Adverse Effect.

         (n)  Environmental  Reports.  Receipt  by the  Administrative  Agent of
copies of the most recent environmental reports or assessments in the possession
of the  Borrower or any other  Credit  Party with  respect to the  environmental
condition  of  each of the  Borrowing  Base  Assets  and any  other  earlier  or
supplemental  reports or  assessments  in the  possession of the Borrower or any
other  Credit  Party  requested  by  the  Administrative   Agent  in  connection
therewith.

         (o)  Corporate  Organization.  Receipt by the  Administrative  Agent of
evidence,  satisfactory to the  Administrative  Agent,  (i) that the Parents are
both Wholly Owned  Subsidiaries  of RPI and (ii) that each of RPI and the Credit
Parties are properly organized and existing in the proper form and in accordance
with the laws of their respective  states of organization and that RPI qualifies
as a REIT, and that each of the Credit Parties (other than RPI) are  established
as  Qualified  REIT  Subsidiaries  and shall  continue to  maintain  such status
following the execution of the Credit Documents.

         (p) Other.  Receipt by the Lenders or the Administrative  Agent of such
other documents, instruments,  agreements or information as reasonably requested
by any  Lender or the  Administrative  Agent,  including,  but not  limited  to,
additional  legal  opinions,  contribution  agreements,  corporate  resolutions,
indemnifications,  information  regarding  litigation,  tax, accounting,  labor,
insurance,  pension  liabilities  (actual or  contingent),  real estate  leases,
material   contracts,   debt  agreements,   property  ownership  and  contingent
liabilities of the Credit Parties.

Section 5.2 Conditions to All Extensions of Credit.

         The obligations of each Lender to make,  convert or extend any Loan and
of the  Issuing  Lender to issue or extend any Letter of Credit  (including  the
initial Loans and the initial Letter of Credit) are subject to  satisfaction  of
the following  conditions in addition to satisfaction on the Closing Date of the
conditions set forth in Section 5.1:

         (a) The Borrower shall have delivered  (i) in the case of any Revolving
Loan, an  appropriate  Loan Notice and (ii) in the case of any Letter of Credit,
the Issuing  Lender shall have received an  appropriate  request for issuance in
accordance with the provisions of Section 2.2(b);

         (b) The  representations  and warranties set forth in Article VI shall,
subject  to the  limitations  set  forth  therein,  be true and  correct  in all
material respects as of such date (except for those which expressly relate to an
earlier  date) and Part I and Part II of  Schedule  6.17  shall be updated as of
such date;

         (c) No Default or Event of Default shall exist and be continuing either
prior to or after giving effect thereto; and

         (d) Immediately after giving effect to the making of such Loan (and the
application  of the  proceeds  thereof)  or to the  issuance  of such  Letter of
Credit,  as the case may be,  (i) the Total  Outstandings  shall not  exceed the
lesser of (x) Revolving  Committed  Amount and (y) the Borrowing Base Amount and
(ii) the LOC Obligations shall not exceed the LOC Committed Amount.

The  delivery of each Loan Notice  (other than a Loan Notice  requesting  only a
conversion of Eurodollar Loans to Base Rate Loans) and each request for a Letter
of Credit shall constitute a  representation  and warranty by the Credit Parties
of the  correctness  of the matters  specified in  subsections  (b), (c) and (d)
above.

Section 5.3 Conditions as Covenants.

         If the  Lenders  effect or permit the  occurrence  of the first  Credit
Event hereunder prior to the satisfaction of all conditions  precedent set forth
in Sections 5.1 and 5.2, the Borrower shall nevertheless cause such condition or
conditions to be satisfied within five (5) Business Days after the occurrence of
such  Credit  Event.  Unless set forth in writing to the  contrary  prior to the
making of its initial Loan hereunder, the making of its initial Loan by a Lender
shall constitute a certification by such Lender to the Administrative  Agent and
the other Lenders that the Borrower has satisfied the  conditions  precedent for
the occurrence of the initial Credit Event set forth in Sections 5.1 and 5.2.


                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

         The Credit Parties  hereby  represent to the  Administrative  Agent and
each Lender that:

Section 6.1       Financial Condition.

         (a) The  audited  consolidated  and  consolidating  balance  sheets and
income  statements  of the  Consolidated  Parties  for the  fiscal  years  ended
December 31, 2000,  December 31, 2001 and December 31, 2002 (including the notes
thereto)  (i) have  been  audited  by  Pricewaterhouse  Coopers,  (ii) have been
prepared in accordance  with GAAP  consistently  applied  throughout the periods
covered  thereby  and  (iii)  present  fairly  (on the  basis  disclosed  in the
footnotes to such financial  statements) the consolidated  financial  condition,
results of operations and cash flows of the Consolidated Parties as of such date
and for such periods.  During the period from December 31, 2002 to and including
the Closing Date, there has been no sale,  transfer or other  disposition by any
of the Consolidated  Parties of any material part of the business or property of
the Consolidated Parties, taken as a whole, and no purchase or other acquisition
by any of them of any business or property  (including  any Capital Stock of any
other Person)  material in relation to the consolidated  financial  condition of
the Consolidated  Parties taken as a whole, in each case, which is not reflected
in the  foregoing  financial  statements  or in the  notes  thereto  and has not
otherwise  been  disclosed  in writing to the Lenders on or prior to the Closing
Date.  As of the  Closing  Date,  the  Consolidated  Parties  have  no  material
liabilities  (contingent  or otherwise)  that are not reflected in the foregoing
financial statements or in the notes thereto.
<PAGE>
         (b) The financial  statements delivered pursuant to Section 5.1(i) have
been  prepared in  accordance  with GAAP  (except as may  otherwise be permitted
under  Section  5.1(i))  and  present  fairly  (on the  basis  disclosed  in the
footnotes to such  financial  statements)  the  consolidated  and  consolidating
financial  condition,  results of operations and cash flows of the  Consolidated
Parties as of such date and for such periods.

         (c) The financial  statements  delivered pursuant to Section 7.1(a) and
(b) have been  prepared in  accordance  with GAAP  (except as may  otherwise  be
permitted  under  Section 7.1(a)  and  (b)) and  present  fairly  (on the  basis
disclosed in the footnotes to such financial  statements) the  consolidated  and
consolidating  financial condition,  results of operations and cash flows of the
Consolidated Parties as of such date and for such periods.

Section 6.2 No Material Change.

         Since  December  31,  2001,  there  has  been no  development  or event
relating to or  affecting a Credit  Party which has had or could have a Material
Adverse Effect.

Section 6.3 Organization and Good Standing.

         Each of the Credit Parties (a) is duly organized,  validly existing and
is in good standing under the laws of the  jurisdiction of its  incorporation or
organization,  (b) has the corporate or other necessary power and authority, and
the legal  right,  to own and operate  its  property,  to lease the  property it
operates as lessee and to conduct the business in which it is currently  engaged
and (c) is duly  qualified as a foreign  entity and in good  standing  under the
laws of each jurisdiction where its ownership, lease or operation of property or
the conduct of its  business  requires  such  qualification,  other than in such
jurisdictions  where the failure to be so qualified and in good  standing  would
not have a Material Adverse Effect.

Section 6.4 Power; Authorization; Enforceable Obligations.

         Each of the Credit Parties has the corporate or other  necessary  power
and  authority,  and the legal  right,  to make,  deliver and perform the Credit
Documents  to which it is a party,  and in the case of the  Borrower,  to obtain
extensions of credit hereunder,  and has taken all necessary  corporate or other
necessary  action to authorize the borrowings and other  extensions of credit on
the  terms  and  conditions  of  this  Credit  Agreement  and to  authorize  the
execution,  delivery and  performance  of the Credit  Documents to which it is a
party. No consent or authorization  of, filing with,  notice to or other similar
act by or in  respect  of, any  Governmental  Authority  or any other  Person is
required  to be  obtained  or  made  by or on  behalf  of any  Credit  Party  in
connection with the borrowings or other  extensions of credit  hereunder or with
the execution, delivery,  performance,  validity or enforceability of the Credit
Documents  to which  such  Credit  Party is a party,  except  for (i)  consents,
authorizations, notices and filings described in Schedule 6.4, all of which have
been obtained or made or have the status described in such Schedule 6.4 and (ii)
filings to perfect the Liens created by the  Collateral  Documents.  This Credit
Agreement has been, and each other Credit  Document to which any Credit Party is
a party will be, duly  executed and  delivered on behalf of the Credit  Parties.
This Credit Agreement  constitutes,  and each other Credit Document to which any
Credit Party is a party when executed and delivered  will  constitute,  a legal,
valid and binding obligation of such Credit Party enforceable against such party
in  accordance  with its  terms,  except as  enforceability  may be  limited  by
applicable bankruptcy,  insolvency,  reorganization,  moratorium or similar laws
affecting  the  enforcement  of  creditors'  rights  generally  and  by  general
equitable  principles (whether enforcement is sought by proceedings in equity or
at law).

Section 6.5 No Conflicts.

         Neither the  execution  and delivery of the Credit  Documents,  nor the
consummation of the transactions  contemplated  therein,  nor performance of and
compliance  with the terms and provisions  thereof by such Credit Party will (a)
violate or  conflict  with any  provision  of its  articles  or  certificate  of
incorporation or bylaws or other  organizational or governing  documents of such
Person,  (b) violate any Law  (including,  without  limitation,  Regulation U or
Regulation X issued by the FRB), order, writ,  judgment,  injunction,  decree or
permit  applicable to it, (c) violate,  contravene or conflict with  contractual
provisions  of,  or cause  an  event  of  default  under,  any  indenture,  loan
agreement, mortgage, deed of trust, contract or other agreement or instrument to
which it is a party or by which it may be bound,  the  violation  of which could
have a Material Adverse Effect,  or (d) result in or require the creation of any
Lien (other than those  contemplated in or created in connection with the Credit
Documents) upon or with respect to its properties.

Section 6.6 No Default.

         No Credit  Party is in default  under its  articles or  certificate  of
incorporation,  bylaws,  partnership  agreement or other similar  organizational
documents,  and no event has  occurred,  which has not been  remedied,  cured or
waived:  (i) which  constitutes a Default or an Event of Default;  or (ii) which
constitutes,  or which  with the  passage  of time,  the  giving  of  notice,  a
determination  of  materiality,  the  satisfaction  of  any  condition,  or  any
combination of the foregoing, would constitute, a default or event of default by
any  Credit  Party  under any  agreement  (excluding  the Credit  Documents)  or
judgment,  decree or order to which any Credit  Party is a party or by which any
Credit  Party or any of their  respective  properties  may be bound  where  such
default or event of default could, individually or in the aggregate,  reasonably
be expected to have a Material Adverse Effect.

Section 6.7 Ownership.

         Each Credit  Party is the owner of, and has good and  marketable  title
to, all of its respective  assets and none of such assets is subject to any Lien
other than Permitted Liens.

Section 6.8 Environmental Condition of Borrowing Base Assets.

         Except as disclosed  and  described in those  reports,  assessments  or
notices  provided by the Borrower or any Credit Party in connection with Section
5.1(n), pursuant to Sections 7.1(j) or 7.13, or on Schedule 6.8 attached hereto:

         (a) Each of the Borrowing  Base Assets (or the real  property  which is
the subject of such  Borrowing  Base Asset) and all  operations  with respect to
such  Borrowing Base Asset are in compliance  with all applicable  Environmental
Laws, there is no violation of Environmental Law, or other condition,  requiring
the applicable Credit Party to take any action,  including,  without limitation,
investigation,  cleanup,  remediation or removal of such violation or condition,
under  applicable  Environmental  Laws, and there are no conditions  relating to
such Borrowing  Base Assets or the Businesses  that could give rise to liability
(including, without limitation, liability to conduct any investigation,  removal
or remediation of any Hazardous  Materials)  under any applicable  Environmental
Laws.

         (b) None of the Borrowing  Base Assets (or the real  property  which is
the subject of such Borrowing Base Asset) contain, or has previously  contained,
any  Hazardous  Materials  at, on or under the  location  with  respect  to such
Borrowing Base Asset in amounts or concentrations that constitute or constituted
a violation of, or could give rise to liability under, Environmental Laws.

         (c) No Credit  Party has  received  any  written or oral  notice of, or
inquiry  from any  Governmental  Authority  regarding,  any  violation,  alleged
violation,   non-compliance,   liability   or  potential   liability   regarding
environmental  matters or compliance with  Environmental Laws with regard to any
of the Borrowing  Base Assets (or the real property which is the subject of such
Borrowing  Base  Asset)  or the  businesses  conducted  thereon,  nor  does  any
Executive  Officer of any Credit Party have  knowledge or reason to believe that
any such notice will be received or is being threatened.

         (d) Hazardous  Materials have not been  transported or disposed of from
the location of any of the Borrowing  Base Assets (or the real property which is
the subject of such  Borrowing  Base Asset),  or generated,  treated,  stored or
disposed of at, on or under any of the locations of such  Borrowing  Base Assets
(or the real property  which is the subject of such Borrowing Base Asset) or any
other  location,  in each case by or on behalf of any Credit  Party in violation
of, or in a manner  that  could give rise to  liability  under,  any  applicable
Environmental Law.

         (e) No judicial proceeding or governmental or administrative  action is
pending  or, to the best  knowledge  of the  Executive  Officers  of the  Credit
Parties,  threatened,  under any  Environmental Law or relating to any Hazardous
Material to which any Credit Party is or will be named as a party, nor are there
any consent decrees or other decrees,  consent orders,  administrative orders or
other orders, or other administrative or judicial requirements outstanding under
any  Environmental  Law with respect to the Credit  Parties,  the Borrowing Base
Assets (or the real property  which is the subject of such Borrowing Base Asset)
or the Businesses.

         (f) There has been no release (as such term is defined for  purposes of
CERCLA), or threat of release, of Hazardous Materials at or from the location of
the  Borrowing  Base Assets (or the real  property  which is the subject of such
Borrowing Base Asset) or arising from or related to the  operations  (including,
without  limitation,  disposal)  of any  Credit  Party in  connection  with such
Borrowing  Base  Assets  (or the  real  property  which is the  subject  of such
Borrowing Base Asset) or otherwise in connection  with the businesses  conducted
thereon,  in  violation  of or in amounts or in a manner that could give rise to
liability under Environmental Laws.
<PAGE>
Section 6.9 Litigation.

         Except as set forth on Schedule  6.9,  there are no  actions,  suits or
proceedings  pending (nor,  to the knowledge of any Credit Party,  are there any
actions,  suits or  proceedings  threatened,  nor is there any  basis  therefor)
against or in any other way relating  adversely to or affecting any Credit Party
or any of its  respective  property in any court or before any arbitrator of any
kind or before or by any other Governmental  Authority which could reasonably be
expected to have a Material  Adverse Effect.  There are no strikes,  slow downs,
work  stoppages  or walkouts or other labor  disputes in progress or  threatened
relating  to any Credit  Party  which  could  reasonably  be  expected to have a
Material Adverse Effect.

Section 6.10 Taxes.

         Each  Credit  Party has filed,  or caused to be filed,  all tax returns
(Federal,  state,  local  and  foreign)  required  to be filed  and paid (a) all
amounts of taxes shown thereon to be due (including  interest and penalties) and
(b) all other taxes, fees, assessments and other governmental charges (including
without  limitation  real property  taxes and  assessments,  mortgage  recording
taxes, corporate taxes, franchise taxes, documentary stamp taxes and intangibles
taxes) owing by it, except for such taxes  (i) which  are not yet  delinquent or
(ii) that are being  contested  in good  faith  and by proper  proceedings,  and
against which adequate reserves are being maintained in accordance with GAAP. No
Credit Party is aware as of the Closing  Date of any  proposed  tax  assessments
against it or any other Credit Party.

Section 6.11 Compliance with Law.

         (a) Each Credit Party is in  compliance  in all material  respects with
the  requirements  of all Laws and all orders,  writs,  injunctions  and decrees
applicable  to it or to its  properties,  except in such  instances in which (a)
such requirement of Law or order, writ,  injunction or decree is being contested
in good faith by appropriate proceedings diligently conducted or (b) the failure
to  comply  therewith,  either  individually  or in  the  aggregate,  could  not
reasonably be expected to have a Material Adverse Effect.

         (b) To the best of  Borrower's  knowledge  after  due  inquiry  of each
applicable  Tenant and  inspection  of the premises by a  representative  of the
Borrower or as warranted by the Tenant,  each of the  Borrowing  Base Assets (or
the real property which is the subject of such  Borrowing  Base Asset),  and the
uses of the Borrowing  Base Assets (or the real property which is the subject of
such Borrowing Base Asset),  are in compliance in all material respects with the
requirements  of all  Laws  and  all  orders,  writs,  injunctions  and  decrees
applicable  to it or to its  properties,  except in such  instances in which (a)
such requirement of Law or order, writ,  injunction or decree is being contested
in good faith by appropriate proceedings diligently conducted or (b) the failure
to  comply  therewith,  either  individually  or in  the  aggregate,  could  not
reasonably be expected to have a Material Adverse Effect.
<PAGE>
Section 6.12      ERISA.

         Except as disclosed and described in Schedule 6.12 attached hereto:

         (a)  During  the  five-year  period  prior to the  date on  which  this
representation is made or deemed made: (i) no ERISA Event has occurred,  and, to
the best knowledge of the Executive Officers of the Credit Parties,  no event or
condition  has  occurred  or exists as a result of which any ERISA  Event  could
reasonably be expected to occur,  with respect to any Plan; (ii) no "accumulated
funding deficiency," as such term is defined in Section 302 of ERISA and Section
412 of the Code,  whether or not waived,  has occurred with respect to any Plan;
(iii) each Plan has been maintained, operated, and funded in compliance with its
own terms and in material compliance with the provisions of ERISA, the Code, and
any other  applicable  Federal or state  laws;  and (iv) no lien in favor of the
PBGC or a Plan has  arisen or is  reasonably  likely to arise on  account of any
Plan.

         (b) The  actuarial  present  value  of all  "benefit  liabilities"  (as
defined in  Section 4001(a)(16)  of ERISA),  whether or not  vested,  under each
Single Employer Plan, as of the last annual  valuation date prior to the date on
which this  representation is made or deemed made (determined,  in each case, in
accordance with Financial Accounting Standards Board Statement 87, utilizing the
actuarial  assumptions  used in such  Plan's  most  recent  actuarial  valuation
report),  did not exceed as of such  valuation date the fair market value of the
assets of such Plan.

         (c) Neither any Credit Party nor any ERISA Affiliate has incurred,  or,
to the best knowledge of the Executive Officers of the Credit Parties,  could be
reasonably  expected  to incur,  any  withdrawal  liability  under  ERISA to any
Multiemployer  Plan or Multiple Employer Plan.  Neither any Credit Party nor any
ERISA Affiliate would become subject to any withdrawal  liability under ERISA if
any Credit Party or any ERISA  Affiliate  were to withdraw  completely  from all
Multiemployer  Plans and Multiple  Employer  Plans as of the valuation date most
closely preceding the date on which this  representation is made or deemed made.
Neither any Credit Party nor any ERISA  Affiliate has received any  notification
that any Multiemployer Plan is in reorganization  (within the meaning of Section
4241 of ERISA),  is insolvent  (within the meaning of Section 4245 of ERISA), or
has  been  terminated  (within  the  meaning  of  Title  IV of  ERISA),  and  no
Multiemployer  Plan is, to the best of the  Executive  Officers'  of the  Credit
Parties knowledge,  reasonably expected to be in reorganization,  insolvent,  or
terminated.

         (d) No  prohibited  transaction  (within  the meaning of Section 406 of
ERISA or Section  4975 of the Code) or breach of  fiduciary  responsibility  has
occurred  with  respect to a Plan which has  subjected or may subject any Credit
Party or any ERISA Affiliate to any liability  under Sections 406, 409,  502(i),
or 502(l) of ERISA or Section 4975 of the Code,  or under any agreement or other
instrument  pursuant to which any Credit Party or any ERISA Affiliate has agreed
or is required to indemnify any Person against any such liability.

         (e) Neither any Credit Party nor any ERISA  Affiliates has any material
liability with respect to "expected  post-retirement benefit obligations" within
the meaning of the Financial Accounting Standards Board Statement 106. Each Plan
which is a welfare plan (as defined in Section 3(1) of ERISA) to which  Sections
601-609 of ERISA and Section  4980B of the Code apply has been  administered  in
compliance in all material respects of such sections.
<PAGE>
         (f) Neither the execution and delivery of this Credit Agreement nor the
consummation of the financing transactions  contemplated thereunder will involve
any transaction which is subject to the prohibitions of Sections 404, 406 or 407
of ERISA or in connection with which a tax could be imposed  pursuant to Section
4975 of the Code.  The  representation  by the Credit  Parties in the  preceding
sentence is made in reliance  upon and subject to the  accuracy of the  Lenders'
representation  in Section  11.19 with  respect to their  source of funds and is
subject,  in the  event  that the  source of the funds  used by the  Lenders  in
connection  with  this  transaction  is an  insurance  company's  general  asset
account, to the application of Prohibited  Transaction Class Exemption 95-60, 60
Fed. Reg. 35,925 (1995),  compliance  with the regulations  issued under Section
401(c)(1)(A)  of ERISA,  or the  issuance  of any other  prohibited  transaction
exemption or similar relief, to the effect that assets in an insurance company's
general asset  account do not  constitute  assets of an "employee  benefit plan"
within the  meaning of Section  3(3) of ERISA or a "plan"  within the meaning of
Section 4975(e)(1) of the Code.

Section 6.13 Corporate Structure; Capital Stock, Etc.

         As of the Agreement  Date, Part I of Schedule 6.13 correctly sets forth
the corporate structure of RPI, as well as the entity and ownership structure of
the Parents and their  Subsidiaries,  including  the correct  legal name of each
Subsidiary of the Credit Parties,  such Subsidiary's  jurisdiction of formation,
the number of shares of each class of Capital  Stock  outstanding,  the  Persons
holding equity interests in such Subsidiary,  their percentage  equity or voting
interest in such  Subsidiary  and the number and effect,  if  exercised,  of all
outstanding  options,  warrants,  rights of conversion or purchase and all other
similar rights with respect thereto. Except as set forth in such Schedule, as of
the  Agreement  Date:  (i) no  Subsidiary  has  issued  to any  third  party any
securities  convertible  into any equity  interest  in such  Subsidiary,  or any
options, warrants or other rights to acquire any securities convertible into any
such equity  interest,  and (ii) the  outstanding  Capital  Stock of each Credit
Party are owned by the Persons  indicated  on Schedule  6.13 is validly  issued,
fully paid and  non-assessable,  and is free and clear of all  Liens,  warrants,
options and rights of others of any kind  whatsoever.  Neither the  Borrower nor
the Parents have any foreign Subsidiaries as of the date hereof.

Section 6.14 Margin Regulations;  Investment Company Act; Public Utility Holding
Company Act.

         (a) No Credit Party is engaged and will not engage,  principally  or as
one of its  important  activities,  in the  business of  purchasing  or carrying
margin  stock  (within  the  meaning  of  Regulation U  issued by the  FRB),  or
extending credit for the purpose of purchasing or carrying margin stock.

         (b) No Credit Party,  any Person  Controlling  a Credit  Party,  or any
Subsidiary  of any Credit  Party (i) is a "holding  company,"  or a  "subsidiary
company" of a "holding  company," or an "affiliate" of a "holding company" or of
a "subsidiary  company" of a "holding company," within the meaning of the Public
Utility  Holding Company Act of 1935, (ii) is or is required to be registered as
an  "investment  company"  under  the  Investment  Company  Act of 1940 or (iii)
subject to  regulation  under any other Law which  limits  its  ability to incur
Indebtedness.
<PAGE>
Section 6.15 Intellectual Property.

         Each Credit Party owns, or has the legal right to use, all  trademarks,
tradenames,  patents,  copyrights,   technology,  know-how  and  processes  (the
"Intellectual  Property")  necessary for each of them to conduct its business as
currently conducted except for those the failure to own or have such legal right
to use could not have a Material Adverse Effect. Set forth on Schedule 6.15 is a
list of all  Intellectual  Property  registered with the United States Copyright
Office or the United States Patent and Trademark Office and owned by each Credit
Party  (other than RPI,  the Parents  and the  Borrower).  Except as provided on
Schedule  6.15,  no  claim  has  been  asserted  and is  pending  by any  Person
challenging  or  questioning  the use of any such  Intellectual  Property or the
validity or effectiveness of any such Intellectual Property, nor does any Credit
Party know of any such claim, and, to the knowledge of the Executive Officers of
the Credit Parties,  the use of such  Intellectual  Property by any Credit Party
does not  infringe  on the  rights of any  Person,  except  for such  claims and
infringements that, in the aggregate, could not have a Material Adverse Effect.

Section 6.16 Solvency.

         Each Credit Party is Solvent and the execution of this Credit Agreement
and the  other  Credit  Documents  will not  render  any of the  Credit  Parties
Insolvent.

Section 6.17      Borrowing Base Assets and Tenants.

         (a)  Part I of  Schedule  6.17 is a true  and  complete  list as of the
Closing Date of (i) the street address of each  Borrowing  Base Asset,  (ii) the
Credit Party which owns each such Borrowing Base Asset,  (iii) the facility type
of each  such  Borrowing  Base  Asset,  (iv) the  lease(s)  to which  each  such
Borrowing Base Asset is subject,  (v) the name and address of the Tenant of each
such Borrowing Base Asset and (vi) the name and address of operator of each such
Borrowing Base Asset. Except for those Borrowing Base Assets identified as Prime
Care  Properties on Schedule 6.17, the applicable  Credit Party has a fee simple
title to each Borrowing Base Asset listed on Schedule 6.17 hereto.

         (b)  Part II of  Schedule  6.17  properly  sets  forth  the  names  and
addresses of all Tenants with  respect to the Real  Property  Assets (and in the
case of the Prime Care Lease,  each Tenant of each real property  asset which is
the  subject  of the Prime  Care  Lease)  who are (i)  delinquent  in paying any
franchise,  business,  intangible,  personal property taxes or real estate taxes
due beyond the earlier of the applicable grace period with respect  thereto,  if
any, and 60 days and/or (ii) the subject of any Bankruptcy Event.

Section 6.18      Material Contracts.

         Schedule 6.18 is a true,  correct and complete  listing of all Material
Contracts as of the Agreement Date. No default or event of default,  or event or
condition which with the giving of notice, the lapse of time, a determination of
materiality,  the  satisfaction of any other condition or any combination of the
foregoing,  would  constitute  such a default or event of  default,  exists with
respect to any such Material Contract.
<PAGE>
Section 6.19 Business Locations.

         Set forth on Schedule 6.19 is the chief executive  office and principal
place of business of each Credit Party as of the Closing Date.

Section 6.20 Full Disclosure.

         Neither this Credit Agreement nor any financial statements delivered to
the Lenders nor any other  document,  certificate or statement  furnished to the
Lenders by or on behalf of any Credit Party in connection with the  negotiation,
preparation  or  execution  of this Credit  Agreement or any of the other Credit
Documents  contains any untrue  statement of a material fact or omits to state a
material fact  necessary in order to make the  statements  contained  therein or
herein not misleading.

Section 6.21 No Burdensome Restrictions.

         No Credit Party is a party to any agreement or instrument or subject to
any other obligation or any charter or corporate restriction or any provision of
any applicable Law, rule or regulation which,  individually or in the aggregate,
could have a Material Adverse Effect.

Section 6.22 Brokers' Fees.

         No Credit  Party has any  obligation  to any  Person in  respect of any
finder's,  broker's,  investment banking or other similar fee in connection with
any of the transactions contemplated under the Credit Documents.

Section 6.23 Labor Matters.

         There are no collective  bargaining  agreements or Multiemployer  Plans
covering the  employees of a Credit Party as of the Closing Date and none of the
Credit  Parties has  suffered  any strikes,  walkouts,  work  stoppages or other
material labor difficulty within the last five years.

Section 6.24 Affiliate Transactions, Restrictions on Dividend, Etc.

         Except as  permitted  by Section  8.6, no Credit Party is a party to or
bound by any  agreement or  arrangement  (whether  oral or written) to which any
Affiliate of a Credit Party or any other  Subsidiary is a party. No Credit Party
is  a  party  to  any  agreement  or  arrangement   which  contains  or  imposes
encumbrances or restrictions prohibited by Section 8.11.

Section 6.25 Status of Consolidated Parties.

         Each of the  Consolidated  Parties  (other than RPI) are Qualified REIT
Subsidiaries and RPI is qualified as a REIT.
<PAGE>
Section 6.26 Nature of Business.

         As of the Agreement Date, RPI, the Parents and the Borrower are engaged
(i)  principally  in  the  business  of (A)  owning,  developing,  managing  and
providing  secured  financing for Real Property and personal Property assets and
similar  interests  in  leasehold  property  which are owned by or net leased to
healthcare  operators for use as medical office buildings,  skilled nursing home
centers, domestic assisted living facilities,  independent living facilities, or
Alzheimer's care facilities and (B) ancillary  businesses that are incidental to
the  foregoing  and (ii) in activities  and  businesses  that do not violate any
agreements,  contracts or other  arrangements  (including,  without  limitation,
non-compete agreements) to which such Person is a party.

Section 6.27 Accuracy and Completeness of Information.

         All written  information,  reports and other papers and data (excluding
financial  projections)  furnished to the Administrative Agent or any Lender by,
on behalf of, or at the direction  of, the Credit  Parties were, at the time the
same were so furnished,  complete and correct in all material  respects,  or, in
the case of financial  statements,  present fairly, in all material respects and
in accordance with GAAP  consistently  applied  throughout the periods involved,
the  financial  position of the Persons  involved as at the date thereof and the
results of operations for such periods. All financial projections prepared by or
on  behalf  of the  Credit  Parties  that  have  been or may  hereafter  be made
available to the Administrative  Agent or any Lender were or will be prepared in
good faith based on reasonable assumptions. No fact is known to any Credit Party
which has had, or may in the future have a Material Adverse Effect which has not
been set forth in the financial  statements delivered in connection with Section
5.1) or in such  information,  reports  or  other  papers  or data or  otherwise
disclosed in writing to the  Administrative  Agent and the Lenders  prior to the
Closing Date.

Section 6.28 Survival of Representations and Warranties, Etc.

         All statements  contained in any  certificate,  financial  statement or
other  instrument  delivered  by or on  behalf  of  the  Credit  Parties  to the
Administrative  Agent,  the  Issuing  Lender  or any  Lender  pursuant  to or in
connection  with this  Credit  Agreement  or any of the other  Credit  Documents
(including, but not limited to, any such statement made in or in connection with
any amendment thereto or any statement  contained in any certificate,  financial
statement or other  instrument  delivered by or on behalf of the Credit  Parties
prior to the  Agreement  Date and  delivered to the  Administrative  Agent,  the
Issuing  Lender or any  Lender  in  connection  with  closing  the  transactions
contemplated hereby) shall constitute representations and warranties made by the
Borrower under this Credit Agreement.  All  representations  and warranties made
under this Credit Agreement and the other Credit Documents shall be deemed to be
made at and as of the Agreement Date, the Closing Date and at and as of the date
of  the  occurrence  of  any  Credit  Event,  except  to the  extent  that  such
representations  and warranties  expressly  relate solely to an earlier date (in
which case such representations and warranties shall have been true and accurate
on and as of such earlier date) and except for changes in factual  circumstances
specifically permitted hereunder.  All such representations and warranties shall
survive the effectiveness of this Credit  Agreement,  the execution and delivery
of the Credit  Documents  and the making of the Loans and issuance of Letters of
Credit.


                                   ARTICLE VII

                              AFFIRMATIVE COVENANTS

         So long as any Lender shall have any  Revolving  Commitment  hereunder,
any Loan or other  Obligation  hereunder shall remain unpaid or unsatisfied,  or
any Letter of Credit shall remain outstanding, each Credit Party shall:

Section 7.1 Information Covenants.

         The Credit  Parties  will  furnish,  or cause to be  furnished,  to the
Administrative Agent and each of the Lenders:

         (a) Annual Financial Statements. As soon as available, and in any event
within 90 days  after the close of each  fiscal  year,  (i) a  consolidated  and
consolidating balance sheet and income statement for the Consolidated Parties as
of  the  end of  such  fiscal  year,  together  with  related  consolidated  and
consolidating statements, as applicable, of retained earnings and cash flows for
such fiscal year, in each case setting forth in  comparative  form  consolidated
and  consolidating  figures for the preceding  fiscal year,  all such  financial
information  described  above to be in reasonable form and detail and audited by
independent   certified  public  accountants  of  recognized  national  standing
reasonably  acceptable to the Administrative Agent and whose opinion shall be to
the effect that such financial  statements have been prepared in accordance with
GAAP  (except for changes with which such  accountants  concur) and shall not be
limited  as to the  scope of the  audit or  qualified  as to the  status  of the
Consolidated  Parties as going concerns or any other material  qualifications or
exceptions and (ii) with respect to each Borrowing Base Asset, the statements of
operations  and cash flows for such  fiscal  year for each such  Borrowing  Base
Asset.

         (b)  Quarterly  Financial   Statements  and  Operating   Statements  of
Borrowing  Base Assets.  Commencing  with the calendar  quarter ending March 31,
2003, as soon as  available,  and in any event within 45 days after the close of
each calendar quarter for each calendar quarter  thereafter,  (i) a consolidated
and  consolidating  balance  sheet and  income  statement  for the  Consolidated
Parties  as  of  the  end  of  such  calendar  quarter,  together  with  related
consolidated and  consolidating  statements of retained  earnings and cash flows
for such  calendar  quarter,  in each case  setting  forth in  comparative  form
consolidated  and  consolidating  figures  for the  corresponding  period of the
preceding fiscal year, all such financial  information  described above to be in
reasonable  form and  detail and  reasonably  acceptable  to the  Administrative
Agent, and accompanied by a certificate of an Executive  Officer of the Borrower
to the effect that such  quarterly  financial  statements  fairly present in all
material respects the financial  condition of the Consolidated  Parties and have
been prepared in accordance with GAAP,  subject to changes  resulting from audit
and normal  year-end audit  adjustments  and (ii) with respect to each Borrowing
Base Asset (and in the case of the Prime Care Lease,  each real  property  asset
which is the subject of the Prime Care Lease),  the statements of operations and
cash flows for such fiscal quarter for each such Borrowing Base Asset.
<PAGE>
         (c)  Officer's  Certificate.  At  the  time  the  quarterly  or  annual
financial  statements  are  furnished  pursuant to Sections  7.1(a) and (b), and
within 5 Business Days of the Administrative Agent's request with respect to any
other fiscal  period,  a certificate  substantially  in the form of Exhibit H (a
"Compliance Certificate") executed by an Executive Officer of RPI:

                  (i)  demonstrating  compliance  with the  financial  covenants
         contained in Section 7.11 by calculation  thereof as of the end of each
         such  fiscal  period  and  stating  that no Default or Event of Default
         exists,  or if any Default or Event of Default  does exist,  specifying
         the nature  and  extent  thereof  and what  action  the Credit  Parties
         propose to take with respect thereto;

                  (ii)  updating  each part of Schedule  6.17 and  restating the
         representations  made in Section 6.17 as of the date of the issuance of
         such certification; and

                  (iii)  updating  Schedule  6.13  to  accurately   reflect  the
         corporate   structure  and   Subsidiaries  and  attaching  all  Joinder
         Agreements  executed  pursuant to Section  7.16 during the  immediately
         preceding calendar quarter.

         (d) Borrowing  Base  Certificate.  Within 15 days after the end of each
fiscal  quarter,  a Borrowing Base  Certificate  calculated as of the end of the
immediately  prior fiscal  quarter,  duly completed and executed by an Executive
Officer of the  Borrower;  provided,  however,  the Borrower may, at its option,
provide an updated Borrowing Base Certificate more frequently than quarterly.

         (e) Updated  Budgets/Pro  Forma  Financial  Statements.  Not later than
March 31 of each fiscal year (beginning with March 31, 2003, for the 2003 fiscal
year),  (i) with respect to RPI, pro forma  financial  statements  and operating
budgets for such fiscal year and (ii) with respect to each of the Credit Parties
which owns a Borrowing Base Asset (and in the case of the Prime Care Lease, each
real  property  asset which is the subject of the Prime Care  Lease),  operating
budgets for such fiscal year.

         (f) Auditor's  Reports.  Promptly upon receipt  thereof,  a copy of any
other report or "management letter" submitted by independent  accountants to any
Consolidated  Party in connection  with any annual,  interim or special audit of
the books of such Person.

         (g)   Reports/Other   Information.   Within   five   (5)  days  of  the
transmission,  receipt, execution or approval thereof, (i) copies of any filings
and  registrations  with,  and reports to or from,  the  Securities and Exchange
Commission,  or any successor  agency,  and copies of all financial  statements,
proxy  statements,  notices  and  reports as any Credit  Party shall send to its
shareholders or to a holder of any Indebtedness  owed by any Credit Party in its
capacity as such a holder,  (ii) upon the request of the  Administrative  Agent,
all reports and written information to and from the United States  Environmental
Protection  Agency,  or any state or local agency  responsible for environmental
matters, the United States Occupational Health and Safety Administration, or any
state  or local  agency  responsible  for  health  and  safety  matters,  or any
successor  agencies or authorities  concerning  environmental,  health or safety
matters, (iii) copies of all press releases issued by the Credit Parties, (iv) a
copy  of any  material  amendment  to the  articles  of  incorporation,  bylaws,
partnership  agreement,  limited partnership  agreement,  operating agreement or
other  similar  organizational  documents  of any of the Credit  Parties and (v)
copies of any Material Contracts entered into by any Credit Party.

         (h) Notices.  Upon any  Executive  Officer of a Credit Party  obtaining
knowledge  thereof,   the  Credit  Parties  will  give  written  notice  to  the
Administrative  Agent (and the Administrative  Agent shall promptly  disseminate
such information to the Lenders):

                  (i)  immediately  of the  occurrence  of an event or condition
         consisting of a Default or Event of Default,  specifying the nature and
         existence  thereof and what action the Credit  Parties  propose to take
         with respect thereto;

                  (ii) immediately of any event which  constitutes or which with
         the  passage  of time,  the  giving  of  notice,  or  otherwise,  would
         constitute  a default or event of default by any Credit Party under any
         Material  Contract  to which any such Person is a party or by which any
         such Person or any of its respective properties may be bound;

                  (iii) immediately of any default or event of default, or event
         or  condition  which with the giving of notice,  the lapse of time,  or
         both, would constitute such a default or event of default, with respect
         to any Indebtedness of any Credit Party having an aggregate outstanding
         principal amount of $1,000,000 or more;

                  (iv) within ten (10) days of any change in the chief operating
         officer, chief executive officer or chief
         financial officer of RPI, either of the Parents or the Borrower;

                  (v)  immediately  of any change in the  business,  properties,
         condition (financial or otherwise), results of operations,  performance
         or prospects of any Credit Party which has had or could  reasonably  be
         expected to have a Material Adverse Effect;

                  (vi) within five (5) days of the filing of any order, judgment
         or decree in excess of  $500,000  against  any  Credit  Party or any of
         their respective properties or assets;

                  (vii) on a quarterly  basis of all material  insurance  claims
         and proceeds  (including  those  generated  from business  interruption
         insurance)  with respect to or in connection  with any of the Borrowing
         Base Assets; and

                  (viii)  immediately  of the occurrence of any of the following
         with respect to any Credit Party (x) the  pendency or  commencement  of
         any litigation, arbitral or governmental proceeding against such Person
         which if  adversely  determined  is likely to have a  Material  Adverse
         Effect or (y) the  institution of any  proceedings  against such Person
         with  respect to, or the receipt of notice by such Person of  potential
         liability or responsibility for violation,  or alleged violation of any
         Federal,  state or local law,  rule or  regulation,  including  but not
         limited to,  Environmental  Laws,  the  violation of which could have a
         Material Adverse Effect.
<PAGE>
         (i)  ERISA.  Upon any  Executive  Officer of a Credit  Party  obtaining
knowledge  thereof,   the  Credit  Parties  will  give  written  notice  to  the
Administrative  Agent  promptly (and in any event within five Business Days) of:
(i) any event or condition, including, but not limited to, any Reportable Event,
that constitutes, or might reasonably lead to, an ERISA Event; (ii) with respect
to any  Multiemployer  Plan,  the  receipt of notice as  prescribed  in ERISA or
otherwise of any withdrawal liability assessed against the Credit Parties or any
ERISA  Affiliates,  or of a  determination  that  any  Multiemployer  Plan is in
reorganization  or  insolvent  (both  within the  meaning of Title IV of ERISA);
(iii) the  failure to make full  payment  on or before  the due date  (including
extensions) thereof of all amounts which any Credit Party or any ERISA Affiliate
is required to  contribute to each Plan pursuant to its terms and as required to
meet the minimum  funding  standard set forth in ERISA and the Code with respect
thereto;  or (iv) any change in the funding status of any Plan that could have a
Material  Adverse  Effect,  together  with a  description  of any such  event or
condition or a copy of any such notice and a statement  by an Executive  Officer
of the  Borrower  briefly  setting  forth  the  details  regarding  such  event,
condition,  or notice,  and the action, if any, which has been or is being taken
or is proposed to be taken by the Credit Parties with respect thereto.  Promptly
upon request,  the Credit Parties shall furnish the Administrative Agent and the
Lenders  with  such  additional  information  concerning  any  Plan  as  may  be
reasonably  requested,  including,  but not  limited  to,  copies of each annual
report/return  (Form 5500  series),  as well as all  schedules  and  attachments
thereto  required to be filed with the  Department  of Labor and/or the Internal
Revenue  Service  pursuant to ERISA and the Code,  respectively,  for each "plan
year" (within the meaning of Section 3(39) of ERISA).

         (j)      Environmental.

                  (i) Upon the reasonable  written request of the Administrative
         Agent based on the Administrative  Agent's reasonable concern regarding
         the  environmental  conditions with respect to any Borrowing Base Asset
         (or the real  property  which is the  subject  of such  Borrowing  Base
         Asset), the Credit Parties will furnish or cause to be furnished to the
         Administrative  Agent, at the Credit Parties'  expense,  a report of an
         environmental   assessment  of  reasonable   scope,   form  and  depth,
         (including,  where appropriate,  invasive soil or groundwater sampling)
         by a consultant reasonably acceptable to the Administrative Agent as to
         the nature and extent of the  presence of any  Hazardous  Materials  on
         such Borrowing Base Asset (or the real property which is the subject of
         such Borrowing Base Asset) and as to the compliance by any Credit Party
         with  Environmental  Laws at with respect to such  Borrowing Base Asset
         (or the real  property  which is the  subject  of such  Borrowing  Base
         Asset).  If the Credit  Parties fail to deliver  such an  environmental
         report  within  seventy-five  (75) days after  receipt of such  written
         request  then the  Administrative  Agent may arrange for same,  and the
         Credit  Parties  hereby  grant to the  Administrative  Agent  and their
         representatives  access  to such  Borrowing  Base  Asset  (or the  real
         property  which  is the  subject  of  such  Borrowing  Base  Asset)  to
         reasonably undertake such an assessment (including,  where appropriate,
         invasive soil or  groundwater  sampling).  The  reasonable  cost of any
         assessment  arranged for by the  Administrative  Agent pursuant to this
         provision  will be payable by the Credit Parties on demand and added to
         the obligations secured by the Collateral Documents.
<PAGE>
                  (ii)  Within  thirty  (30)  days of the  addition  of any Real
         Property Asset to the Borrowing Base Assets,  copies of the most recent
         environmental  reports or assessments in the possession of the Borrower
         or any Credit Party and any other  earlier or  supplemental  reports or
         assessments in the possession of the Borrower or any other Credit Party
         requested by the Administrative Agent in connection therewith.

                  (iii)  Within  one  hundred  and  eighty  (180) days after the
         Closing Date or such additional time as deemed reasonably  necessary by
         the  Administrative  Agent,  the Credit  Parties  shall (A) complete or
         cause to be completed  all actions to  accomplish  the  recommendations
         specified in the environmental  site assessment  summaries with respect
         to mold  remediation  and/or  wood  rot at the  facilities  located  in
         Naples,  Florida,  Venice,  Florida,  Buckhead,  Georgia and Brentwood,
         Tennessee and (B) furnish to the  Administrative  Agent,  at the Credit
         Parties'  expense,  such status  reports,  final reports or assessments
         necessary  to show that all such actions  have been  completed  (or are
         being diligently pursued) in accordance with such recommendations, such
         status reports,  final reports and assessments to be in scope, form and
         depth  satisfactory  to the  Administrative  Agent and  performed  by a
         consultant reasonably acceptable to the Administrative Agent.

         (k) Requested  Additional  Information.  From time to time and promptly
upon each request, such data, certificates,  reports,  statements,  documents or
further information regarding the business, properties,  condition (financial or
otherwise),  results of operations or  performance  of any Credit Party,  or any
Unconsolidated   Affiliate,   corporate   resolutions   of  any  Credit   Party,
contribution  agreements,  indemnifications  (including  environmental),  as the
Administrative  Agent (or any  Lender  through  the  Administrative  Agent)  may
reasonably request.

This Section 7.1 and the reporting  requirements  contained  herein shall not be
construed  so as to allow the  Borrower or any other Credit Party to (i) perform
or fail to perform any actions  required,  (ii) maintain or fail to maintain any
status required,  or (iii) in any way avoid any of their respective  obligations
under this Credit Agreement or the other Credit Documents.

In  the  event  that  any  Lender  requests  any  documents,  reports  or  other
information  provided by the Credit Parties to the Administrative Agent pursuant
to Articles V, VI, VII and VIII hereof, the Administrative Agent, as applicable,
shall  deliver or otherwise  provide such  materials to such  requesting  Lender
within thirty (30) days of such request.

Section 7.2 Preservation of Existence and Franchises.

         Except as a result of or in connection  with a  dissolution,  merger or
disposition of a Subsidiary not prohibited by Section 8.3 or  Section 8.4,  each
Credit  Party will,  and will cause each of its  Subsidiaries  to, do all things
necessary to preserve and keep in full force and effect its  existence,  rights,
franchises and authority.  Each Credit Party shall remain  qualified and in good
standing in each  jurisdiction in which the failure to so qualify and be in good
standing could have a Material Adverse Effect

Section 7.3 Books and Records.

         Each Credit  Party will,  and will cause each of its  Subsidiaries  to,
keep complete and accurate books and records of its  transactions  in accordance
with good accounting practices on the basis of GAAP.

Section 7.4 Compliance with Law.

         Each Credit  Party will,  and will cause each of its  Subsidiaries  to,
comply with (i) all Laws,  rules,  regulations  and orders,  and all  applicable
restrictions imposed by all Governmental  Authorities,  applicable to it and its
Property  if  noncompliance  with  any  such  law,  rule,  regulation,  order or
restriction  could  have a  Material  Adverse  Effect  and  (ii) all  terms  and
conditions   of  all  Material   Contracts  to  which  it  is  a  party,   which
non-compliance could have a Material Adverse Effect.

Section 7.5 Payment of Taxes and Other Indebtedness.

         Each of Credit  Party  will,  and will cause  each of their  respective
Subsidiaries to, pay and discharge (a) all taxes (including, without limitation,
any  corporate or franchise  taxes),  assessments  and  governmental  charges or
levies  imposed  upon it,  or upon its  income  or  profits,  or upon any of its
properties,   before  they  shall  become  delinquent,  (b)  all  lawful  claims
(including  claims for labor,  materials and supplies)  which, if unpaid,  might
give rise to a Lien upon any of its  properties,  and (c)  except as  prohibited
hereunder,  all of its other  Indebtedness  as it shall  become  due;  provided,
however,  that no Credit Party or any of their respective  Subsidiaries shall be
required to pay any such tax,  assessment,  charge,  levy, claim or Indebtedness
which is being  contested  in good faith by  appropriate  proceedings  and as to
which adequate  reserves therefor have been established in accordance with GAAP,
unless the failure to make any such  payment (i) could give rise to an immediate
right to foreclose on a Lien securing such amounts or (ii) could have a Material
Adverse Effect.

Section 7.6 Insurance.

         (a) In  addition  to the  requirements  of  any  of  the  other  Credit
Documents,  the Credit Parties shall maintain,  or with respect to any Borrowing
Base Asset leased by the Borrower to a lessee  (including,  without  limitation,
leased to Prime Care pursuant to the Prime Care Lease), to cause such lessee, to
maintain,  insurance with financially  sound and reputable  insurance  companies
against such risks and in such amounts as is  customarily  maintained by Persons
engaged in similar types of properties in the  applicable  location or as may be
required by  applicable  Law, and the Borrower will from time to time deliver to
the Administrative Agent upon its request, or to any Lender upon request through
the Administrative  Agent, a detailed list, together with copies of all policies
of the insurance then in effect,  stating the names of the insurance  companies,
the amounts and rates of the insurance,  the dates of the expiration thereof and
the  properties  and risks  covered  thereby.  The Borrower  will deliver to the
Lenders (i) upon  request of any Lender  through the  Administrative  Agent from
time to time full information as to the insurance carried (ii) within 10 days of
receipt  of notice  from any  insurer a copy of any  notice of  cancellation  or
material  change in  coverage  from that  existing  on the date hereof and
<PAGE>
(iii)  promptly  upon  receipt,  notice of any  cancellation  or  nonrenewal  of
coverage by any Credit Party thereof.

         (b) In the event that any Credit Party  receives  Net Cash  Proceeds in
excess of  $1,000,000  in  aggregate  amount  during  any fiscal  year  ("Excess
Proceeds")  on  account  of any loss of,  damage  to or  destruction  of, or any
condemnation  or other taking for public use of, any  Borrowing  Base Assets for
which such Credit Party is not required under the  applicable  lease to apply to
rebuild (an "Involuntary  Disposition"),  such Credit Party shall, promptly (and
in no case  later  than 5  days)  following  the  date of  receipt  of Net  Cash
Proceeds, apply (or cause to be applied) an amount equal to such Excess Proceeds
to prepay the Loans (and cash  collateralize LOC Obligations) in accordance with
the terms of  Section 3.2(b).  All  insurance  proceeds  shall be subject to the
security interest of the  Administrative  Agent (for the benefit of the Lenders)
under the Collateral Documents.

Section 7.7 Maintenance of Property.

         In addition to the  requirements of any of the other Credit  Documents,
the Credit Parties shall (a) protect and preserve,  or cause to be protected and
preserved all Borrowing  Base Assets (or the real property  which is the subject
of such Borrowing Base Asset) and maintain,  or cause to be maintained,  in good
repair,  working  order and  condition  all  Borrowing  Base Assets (or the real
property which is the subject of such  Borrowing Base Asset),  ordinary wear and
tear  excepted,  and (b) from time to time make, or cause to be made, all needed
and appropriate repairs, renewals,  replacements and additions to such Borrowing
Base Assets (or the real property  which is the subject of such  Borrowing  Base
Asset), so that the business carried on in connection  therewith may be properly
and advantageously conducted at all times.

Section 7.8 Performance of Obligations.

         Each Credit  Party will  perform in all  material  respects  all of its
obligations under the terms of all material agreements,  indentures,  mortgages,
security agreements or other debt instruments to which it is a party or by which
it is bound.

Section 7.9 Visits and Inspections.

         The Credit  Parties (and with respect to Credit  Parties which directly
own  Borrowing   Base  Assets,   subject  to  applicable   lease  and  operating
agreements),  shall  permit  representatives  or  agents  of any  Lender  or the
Administrative  Agent, from time to time, and, if no Event of Default shall have
occurred and be continuing,  after reasonable  prior notice,  as often as may be
reasonably  requested,  but only during normal  business hours to: (a) visit and
inspect all Borrowing  Base Assets (or the real property which is the subject of
such  Borrowing  Base Asset) to the extent any such right to visit or inspect is
within the control of such  Person;  (b) inspect  and make  extracts  from their
respective  books and records,  including but not limited to management  letters
prepared  by  independent  accountants;  and  (c)  discuss  with  its  principal
officers, and its independent accountants, its business,  properties,  condition
(financial or otherwise), results of operations and performance. If requested by
the Administrative  Agent, the Credit Parties, as appropriate,  shall execute an
authorization letter addressed to its accountants authorizing the Administrative
Agent or any Lender to discuss the  financial  affairs of such Credit Party with
its accountants.

Section 7.10 Use of Proceeds/Purpose of Loans and Letters of Credit.

         The  Borrower  shall use the  proceeds  of all Loans and use Letters of
Credit only for general corporate working capital (including asset acquisitions)
or other corporate purposes of the Borrower and the other Credit Parties (to the
extent not inconsistent with the Credit Parties' covenants and obligations under
this Credit  Agreement and the other Credit  Documents.  The Borrower shall not,
directly or  indirectly,  use any part of such  proceeds or any Letter of Credit
(i) to  purchase  or carry,  or to reduce or  retire  or  refinance  any  credit
incurred  to  purchase  or carry,  any  margin  stock  (within  the  meaning  of
Regulation  U of the FRB) or to  extend  credit  to others  for the  purpose  of
purchasing or carrying any such margin stock, (ii) to repay Indebtedness  unless
such Indebtedness is otherwise  permitted  hereunder,  or (iii) purchase its own
Capital Stock.

Section 7.11 Financial Covenants.

         (a) Consolidated  Fixed Charge Coverage Ratio.  The Consolidated  Fixed
Charge Coverage Ratio shall not be less than 2.50 to 1.00.

         (b)  Minimum  Consolidated  Tangible  Net  Worth.  At  all  times,  the
Consolidated  Tangible  Net Worth of the  Consolidated  Parties  shall  equal or
exceed the sum of  $350,815,522,  increased on a  cumulative  basis by an amount
equal to ninety  percent  (90%) of the aggregate Net Cash Proceeds of all Equity
Issuances effected by any Consolidated Party after the date hereof to any Person
other than a Consolidated Party.

         (c) Maximum  Consolidated  Total Net Leverage Ratio.  The  Consolidated
Total Net Leverage Ratio shall be less than or equal to 0.50 to 1.00.

         (d) Distribution Limitation. RPI may declare or make cash distributions
to their  shareholders  in an  aggregate  amount not to exceed 95% of Funds From
Operations (or such greater amount as is required to maintain REIT status).

         (e) Minimum  Utilization.  At all times, the Total  Outstandings  shall
equal or exceed $20,000,000 (subject to the mandatory prepayment  provisions set
forth  in  Section   3.2(b)(i)  if  the  Borrowing  Base  Amount  is  less  than
$20,000,000).

Section 7.12 Distributions of Income to the Borrower.

         Subject to any encumbrances or restrictions  permitted by Section 8.11,
the Credit  Parties  shall  cause each of the  Subsidiaries  of the  Borrower to
distribute (directly or indirectly through any intermediate Subsidiaries) to the
Borrower and pro rata to holders of Equity Interests in such  Subsidiaries,  not
less frequently  than once each calendar  quarter of the Borrower and whether in
the form of  dividends,  distributions  or otherwise,  all profits,  proceeds or
other  income  relating to or arising  from its  Subsidiaries'  use,  operation,
financing, refinancing, sale or other disposition of their respective assets and
properties  after (a) the  payment by each  Subsidiary  of its debt  service and
operating expenses (including any portion of debt service and operating expenses
allocable to such Subsidiary) and (b) the  establishment of reasonable  reserves
for the payment of operating expenses not paid on at least a quarterly basis and
capital  improvements  to be made to such  Subsidiary's  assets  and  properties
approved by such Subsidiary in the ordinary  course of business  consistent with
its past practices.

Section 7.13 Environmental Matters.

         Each of the  Credit  Parties  shall  comply,  and  cause  each of their
Subsidiaries to comply,  with all  Environmental  Laws the failure with which to
comply could  reasonably be expected to have a Material  Adverse Effect.  If the
Credit  Parties or any of their  Subsidiaries  shall (a) receive notice that any
violation  of any  Environmental  Law may have been  committed or is about to be
committed by such Person, (b) receive notice that any administrative or judicial
complaint  or order has been  filed or is about to be filed  against  any of the
Credit  Parties  or  any  of  their  Subsidiaries  alleging  violations  of  any
Environmental  Law or requiring any such Person to take any action in connection
with the  release of  Hazardous  Materials  or (c)  receive  any  notice  from a
Governmental  Authority or private  party  alleging  that any such Person may be
liable or responsible  for costs  associated  with a response to or cleanup of a
release of a Hazardous Materials or any damages caused thereby, and such notices
or  events  to  which  they  relate,  individually  or in the  aggregate,  could
reasonably be expected to have a Material  Adverse  Effect,  the Borrower  shall
provide the Administrative Agent with a copy of such notice within 10 days after
the receipt  thereof by any Credit Party or any Subsidiary  thereof.  The Credit
Parties shall, and shall cause each of their  Subsidiaries to, take promptly all
actions  necessary  to  prevent  the  imposition  of any  Liens  on any of their
respective properties arising out of or related to any Environmental Laws.

Section 7.14 REIT Status.

         (a)  The  Credit  Parties  (other  than  RPI)  and  each  of the  other
Consolidated Parties shall, for the entire term of this Credit Agreement, retain
their Qualified REIT Subsidiary status.

         (b) RPI shall maintain its status as a REIT.

Section 7.15 ERISA Exemptions.

         The Credit Parties shall not, and shall not permit any other Subsidiary
to,  permit  any of its  respective  assets  to  become or be deemed to be "plan
assets"  within the meaning of ERISA,  the Code and the  respective  regulations
promulgated thereunder.

Section 7.16 New Subsidiaries.

         Upon the acquisition,  incorporation or other creation of any direct or
indirect  Subsidiary  of the Borrower  which owns or is to own a Borrowing  Base
Asset,  the Borrower  shall cause such  Subsidiary to execute and deliver to the
Administrative  Agent a Joinder  Agreement  on or before  the  deadline  for the
delivery of the next Officer's  Certificate pursuant to Section 7.1(c) and shall
cause such Subsidiary to deliver such other  documentation as the Administrative
Agent may  reasonably  request  in  connection  with the  foregoing,  including,
without  limitation,   certified   resolutions  and  other   organizational  and
authorizing documents of such Subsidiary,  favorable opinions of counsel to such
Subsidiary  (which shall cover,  among other  things,  the  legality,  validity,
binding effect and  enforceability of the documentation  referred to above), all
in form, content and scope reasonably  satisfactory to the Administrative Agent.
The  Borrower   shall,   following  the  creation  or  acquisition  of  any  new
Subsidiaries  or  Affiliates  by the  Borrower  or any of its direct or indirect
Subsidiaries  which is to own a Borrowing  Base Asset,  report such  creation or
acquisition  to the  Administrative  Agent on or  before  the  deadline  for the
delivery of the next Officer's  Certificate  pursuant to Section 7.1(c) (and may
do so by amending  Schedule  6.13).  Notwithstanding  anything  to the  contrary
contained  herein,  if a Credit  Party  hereunder  is a Credit Party solely as a
result of its  ownership  of a  Borrowing  Base  Asset,  ceases to own such Real
Property  Asset or such Real  Property  Asset no longer  constitutes a Borrowing
Base Asset, such Credit Party shall, upon written request to the  Administrative
Agent, be released as a Credit Party hereunder.

Section 7.17 Pledged Assets.

         Borrower at all times will or will cause the applicable Credit Party to
subject all Borrowing  Base Assets to first  priority Liens (subject in any case
to  Permitted  Liens)  in  favor  of the  Administrative  Agent  to  secure  the
Obligations pursuant to the terms and conditions of the Collateral Documents and
such other  additional  security  documents  as the  Administrative  Agent shall
reasonably   request,   and  (ii)  deliver  such  other   documentation  as  the
Administrative  Agent may reasonably  request in connection  with the foregoing,
including,  without  limitation,  appropriate UCC-1 financing  statements,  real
estate title insurance  policies each in a form and in amounts acceptable to the
Administrative  Agent,  surveys,   environmental  reports,  landlord's  waivers,
certified resolutions and other organizational and authorizing documents of such
Person,  favorable  opinions of counsel to such Person (which shall cover, among
other things, the legality,  validity,  binding effect and enforceability of the
documentation referred to above and the perfection of the Administrative Agent's
liens thereunder) and other items of the types required to be delivered pursuant
to  Section 5.1(d)   and  (e),  all  in  form,   content  and  scope  reasonably
satisfactory to the Administrative Agent.

Section 7.18 Further Assurances.

         The Credit  Parties  shall,  from time to time,  at the  expense of the
Borrower,  promptly execute, deliver, file and/or record all further instruments
and documents,  and take all further reasonable action, that may be necessary or
desirable,  or that the Administrative  Agent may reasonably request in order to
(a) properly evidence the Borrower's  Indebtedness hereunder or under any Credit
Document  or (b)  perfect,  continue  and protect the  assignment  and  security
interest  granted or  purported  to be granted  hereby or pursuant to any Credit
Document and to enable the  Administrative  Agent to exercise and enforce  their
rights and remedies  hereunder and under any other Credit  Document with respect
to any Collateral.  The applicable  Credit Parties shall promptly deliver to the
Administrative  Agent a copy of each such  instrument and evidence of its proper
filing or recording, as necessary.
<PAGE>

                                  ARTICLE VIII

                               NEGATIVE COVENANTS

         So long as any Lender shall have any  Revolving  Commitment  hereunder,
any Loan or other  Obligation  hereunder shall remain unpaid or unsatisfied,  or
any Letter of Credit shall remain outstanding, no Credit Party shall directly or
indirectly:

Section 8.1 Liens.

         Create,  incur,  assume  or  suffer  to exist  any Lien upon any of its
assets or  revenues,  whether now owned or  hereafter  acquired,  other than the
following:

         (a) Liens pursuant to any Credit Document;

         (b) Liens on the assets or revenues of RPI, the Parents or the Borrower
existing  on the date  hereof and listed on  Schedule  8.1 and any  renewals  or
extensions  thereof,  provided that any renewal or extension of the  obligations
secured or benefited thereby is permitted by Section 8.2(b);

         (c) Permitted Liens;

         (d) leases or subleases of immaterial  portions of any Property granted
to others not  interfering  in any material  respect  with such  Property or the
business of such Credit Party;

         (e) Liens securing  Indebtedness  arising under the  Additional  Credit
Facility;

         (f) Liens on the Property located in Orland Park, Illinois owned by CNL
Retirement  Partners,  LP for the purpose of securing certain obligations of the
Credit Parties in an amount not to exceed $15,000,000 in the aggregate; and

         (g)  Liens on the  properties  or  assets of RPI,  the  Parents  or the
Borrower (other than any Borrowing Base Asset) securing  Indebtedness  permitted
under Section 8.2(d).

Section 8.2 Indebtedness.

         Create, incur, assume or suffer to exist any Indebtedness, except:

         (a) Indebtedness under the Credit Documents;

         (b)  Indebtedness  of RPI,  the Parents and the  Borrower  set forth in
Schedule 8.2  (and renewals,  refinancings  and extensions  thereof on terms and
conditions no less favorable to such Person than such existing Indebtedness);
<PAGE>
         (c) intercompany Indebtedness arising from loans, advances and guaranty
obligations  issued by a  Consolidated  Party  (other than a  Subsidiary  of the
Borrower  which directly or indirectly own a Borrowing Base Asset) to or for the
benefit of any Consolidated Party;

         (d) purchase money  Indebtedness  (including  obligations in respect of
Capital  Leases)  hereafter  incurred by RPI,  the  Parents and the  Borrower to
finance the purchase of fixed assets  provided that (i) such  Indebtedness  when
incurred shall not exceed the purchase price of the Property financed; (ii) upon
giving effect on a pro forma basis to the incurrence of such Indebtedness and to
the concurrent  retirement of any other  Indebtedness of RPI, the Parents or the
Borrower, the Credit Parties would be in compliance with the financial covenants
set forth in Section 7.11 and (iii) no such Indebtedness shall be refinanced for
a principal amount in excess of the principal balance outstanding thereon at the
time of such refinancing;

         (e) Indebtedness secured by Liens permitted by Section 8.1(e);

         (f)  Indebtedness of RPI, the Parents and/or the Borrower  arising from
Guarantees of Indebtedness of  Consolidated  Parties;  provided that upon giving
effect on a pro forma basis to the incurrence of such  Indebtedness,  the Credit
Parties  would  be in  compliance  with the  financial  covenants  set  forth in
Section 7.11; and

         (g) Unsecured  Indebtedness of RPI, the Parents and/or the Borrower for
the purpose of funding  miscellaneous  expenses of RPI,  the Parents  and/or the
Borrower incurred in the ordinary course of business,  in an aggregate amount at
any one time  outstanding  not to exceed  $2,000,000;  provided,  however,  such
unsecured  Indebtedness  shall not include  unsecured  revolving lines of credit
(other than credit cards).

Section 8.3 Fundamental Changes.

         Except in connection with a disposition of assets  permitted by Section
8.4, (a) merge, dissolve, liquidate, consolidate with or into another Person, or
(b) dispose of (whether in one transaction or in a series of  transactions)  any
of the Borrowing  Base Assets;  provided,  that,  notwithstanding  the foregoing
provisions  of this  Section  8.3,  (i) any Credit  Party  (other than RPI,  the
Parents and the Borrower) may merge or  consolidate  with any other Credit Party
(other than RPI,  the Parents and the  Borrower),  (ii) any  Consolidated  Party
which is not a Credit  Party  may be  merged  or  consolidated  with or into any
Credit  Party  provided  that  such  Credit  Party  shall be the  continuing  or
surviving  corporation  and (iii) any  Consolidated  Party which is not a Credit
Party may be merged or consolidated  with or into any other  Consolidated  Party
which is not a Credit Party.

Section 8.4 Dispositions.

         Make any sale,  lease,  transfer or other disposition of any of (i) the
Borrowing  Base Assets or (ii) assets of the  Consolidated  Parties  (including,
without limitation,  capital stock or similar ownership interests, but excluding
the  Borrowing  Base Assets)  unless (a) the  consideration  paid in  connection
therewith  shall be cash or Cash  Equivalents and shall be in an amount not less
than the fair market  value of the Property  disposed  of, (b) such  transaction
does not involve the sale or other  disposition of a minority equity interest in
any Credit Party (except to another Credit Party) and (c) the aggregate net book
value of all of the assets sold or  otherwise  disposed  of by the  Consolidated
Parties in all such  transactions  after the Closing  Date shall not at any time
exceed an amount equal to fifteen  percent  (15%) of  Consolidated  Tangible Net
Worth as at the end of the immediately preceding fiscal quarter.

Section 8.5 Business Activities.

         (a) Engage in any business  activities  other than owning,  developing,
managing and  providing  secured  financing  for real and personal  Property and
similar  interests  in  leasehold  property  which are owned by or net leased to
healthcare  operators for use as medical office buildings,  skilled nursing home
centers, domestic assisted living facilities,  independent living facilities, or
Alzheimer's care facilities and ancillary  businesses that are incidental to the
foregoing.

         (b) In the case of RPI, in addition to requirements set forth in clause
(a) above,  carry on its business  operations  other than primarily  through the
Parents,  the Borrower and its Subsidiaries or cease to be qualified to be taxed
as a REIT under the Code.

Section 8.6 Transactions with Affiliates and Insiders.

         Enter into or permit to exist any transaction or series of transactions
with any  officer,  director or Affiliate of such Person other than (a) advances
of working capital to any Credit Party,  (b) transfers of cash and assets to any
Credit Party,  (c) intercompany transactions expressly permitted by Section 8.2,
Section  8.3 or  Section  8.4,  (d) normal  compensation  and  reimbursement  of
expenses of officers and  directors  and  (e) except  as otherwise  specifically
limited in this Credit Agreement,  other  transactions which are entered into in
the  ordinary  course  of  such  Person's   business  on  terms  and  conditions
substantially  as  favorable  to such Person as would be  obtainable  by it in a
comparable arms-length transaction with a Person other than an officer, director
or Affiliate.

Section 8.7 Organization Documents; Fiscal Year.

         Permit any Credit Party to (a) amend, modify or change its organization
documents in a manner adverse to the Lenders or (b) change its fiscal year.

Section 8.8 Modifications to Material Contracts.

         The Credit  Parties  shall not enter into,  without  the prior  written
consent of the Required  Lenders,  any amendment or modification to any Material
Contract  or default in the  performance  of any of its  respective  obligations
under any Material  Contract or cancel or terminate any Material  Contract prior
to its stated maturity.  For the avoidance of doubt, the granting of consents to
leases or subleases of immaterial  portions of any Borrowing Base Asset which do
not  interfere in any material  respect  with such  Borrowing  Base Asset or the
business of such Credit Party shall not be deemed an "amendment or modification"
for purposes of this Section 8.8.
<PAGE>
Section 8.9 Ownership of Subsidiaries.

         Notwithstanding  any other  provisions of this Credit  Agreement to the
contrary,  permit any Credit  Party to (i) permit any Person other than a Credit
Party to own any Capital Stock of any Credit Party (other than RPI), (ii) permit
any Credit  Party  (other than RPI) to issue or have  outstanding  any shares of
preferred  Capital Stock or (iii)  permit,  create,  incur,  assume or suffer to
exist any Lien on any Capital Stock of any Credit Party (other than RPI), except
for Permitted Liens.

Section 8.10 No Further Negative Pledges.

         The Credit  Parties (other than RPI, the Parents and the Borrower) will
not enter into,  assume or become  subject to any Negative  Pledges or agreement
prohibiting or otherwise  restricting  the existence of any Lien upon any of its
Property in favor of the  Administrative  Agent (for the benefit of the Lenders)
for the  purpose of securing  the  Obligations,  whether now owned or  hereafter
acquired,  or requiring  the grant of any security  for any  obligation  if such
Property is given as security for the Obligations, except (a) in connection with
any Permitted Lien or any document or instrument  governing any Permitted  Lien,
provided that any such restriction  contained  therein relates only to the asset
or  assets  subject  to such  Permitted  Lien,  and (b)  pursuant  to  customary
restrictions and conditions  contained in any agreement  relating to the sale of
any Property permitted under Section 8.4, pending the consummation of such sale.

Section 8.11 Limitation on Restricted Actions.

         The Credit Parties will not directly or indirectly, create or otherwise
cause or suffer to exist or become  effective any  encumbrance or restriction on
the  ability  of any  such  Person  to (a)  pay  dividends  or  make  any  other
distributions  to any Credit  Party on its Capital  Stock or with respect to any
other  interest or  participation  in, or measured by, its profits,  (b) pay any
Indebtedness  or other  obligation  owed to any Credit Party,  (c) make loans or
advances to any Credit Party,  (d) sell, lease or transfer any of its properties
or assets to any  Credit  Party,  or (e) act as a Credit  Party and  pledge  its
assets  pursuant  to  the  Credit  Documents  or  any  renewals,   refinancings,
exchanges,  refundings  or extension  thereof,  except (in respect of any of the
matters  referred  to  in  clauses  (a)-(d)  above)  for  such  encumbrances  or
restrictions  existing  under or by reason of (i) this Credit  Agreement and the
other Credit Documents, (ii) applicable Law, (iii) any Lien or any documentation
or instrument  governing  any Lien  permitted  under Section  8.1(c) and Section
8.1(f) provided that any such restriction  contained therein relates only to the
asset or assets subject to such Lien, (v) any Indebtedness or any  documentation
or instrument  governing any Indebtedness  permitted under Section 8.2(d) or (v)
customary restrictions and conditions contained in any agreement relating to the
sale of any Property  permitted  under Section 8.4 pending the  consummation  of
such sale.

Section 8.12 Addition/Replacement of Borrowing Base Assets.

         The Borrower may at any time include  additional  Real Property  Assets
(which  satisfy the  requirements  set forth in the definition of Borrowing Base
Assets,  including  without  limitation  evidence  satisfactory  to the Required
Lenders as to the value of such  additional  Real Property  Assets) as Borrowing
Base Assets with the  approval of the  Required  Lenders.  The Borrower may also
request a release of Borrowing Base Assets from the Liens and security interests
of the  Administrative  Agent  hereunder  and  under  the  Collateral  Documents
relating  thereto,  and the  Administrative  Agent will, at the Credit  Parties'
expense,  deliver to such  Credit  Party  such  documentation  as is  reasonably
necessary  to  evidence  the  release  of the  Administrative  Agent's  security
interest,  if any, in such assets or Capital Stock;  provided that the following
conditions  shall be satisfied in connection  with any such  release:  (i) after
giving effect to such release,  the outstanding  principal amount of Obligations
shall not exceed the  Borrowing  Base Amount (after giving effect to the removal
of such Borrowing Base Asset from the  calculation of the Borrowing Base Amount)
and (iii) no Default or Event of Default  shall exist  immediately  after giving
effect thereto.  Notwithstanding  anything herein to the contrary,  the value of
the Borrowing Base Assets  released and  substituted in any fiscal year pursuant
to this Section 8.12 shall not exceed $30,000,000 in the aggregate.

                                   ARTICLE IX

                                     DEFAULT

Section 9.1 Events of Default.

         An Event of  Default  shall  exist upon the  occurrence  and during the
continuance  of any of the following  specified  events  whatever the reason for
such event and whether it shall be  voluntary or  involuntary  or be effected by
operation  of  applicable  Law or  pursuant  to any  judgment  or  order  of any
Governmental Authority (each an "Event of Default"):

         (a) Payment. Any Credit Party shall

                  (i) default in the payment when due of any principal of any of
         the Loans or of any  reimbursement  obligations  arising from  drawings
         under Letters of Credit, or

                  (ii) default,  and such default shall continue for five (5) or
         more days,  in the payment  when due of any interest on the Loans or on
         any  reimbursement  obligations  arising from drawings under Letters of
         Credit, or

                  (iii) default, and such default shall continue for five (5) or
         more days after the date upon which the Borrower  has received  written
         notice of such failure from the  Administrative  Agent,  of any Fees or
         other amounts owing hereunder,  under any of the other Credit Documents
         or in connection herewith or therewith; or

         (b) Representations. Any representation,  warranty or statement made or
deemed  to be  made by any  Credit  Party  herein,  in any of the  other  Credit
Documents,  or in any  statement  or  certificate  delivered  or  required to be
delivered  pursuant hereto or thereto shall prove untrue in any material respect
on the date as of which it was deemed to have been made; or

         (c) Covenants. Any Credit Party shall
<PAGE>
                  (i) default in the due  performance or observance of any term,
         covenant or agreement contained in Sections 7.2,  7.4, 7.10, 7.11, 7.17
         or Article VIII;

                  (ii) default in the due performance or observance by it of any
         term,   covenant  or  agreement   (other  than  those  referred  to  in
         subsections (a), (b) or (c)(i) of this  Section 9.1)  contained in this
         Credit  Agreement or any other Credit  Document and such default  shall
         continue  unremedied for a period of at least 30 days after the earlier
         of an  Executive  Officer  of a  Credit  Party  becoming  aware of such
         default or written notice thereof by the Administrative Agent; or

         (d) Other Credit Documents. Except as a result of or in connection with
a dissolution,  merger or disposition of a Subsidiary not prohibited herein, any
Credit  Document  shall  fail to be in full  force  and  effect  or to give  the
Administrative Agent and/or the Lenders the Liens, rights, powers and privileges
purported to be created  thereby,  or any Credit Party shall so state in writing
(except to the extent provided for in Section 4.3); or

         (e)  Guaranties.  Except  as  the  result  of or in  connection  with a
dissolution,  merger or disposition of a Subsidiary not prohibited herein, or in
accordance with Section 4 hereof, the guaranty given by any Guarantor  hereunder
shall cease to be in full force and effect,  or any  Guarantor  hereunder or any
Person  acting by or on behalf of such  Guarantor  shall deny or disaffirm  such
Guarantor's  obligations under such guaranty,  or any Guarantor shall default in
the due performance or observance of any term, covenant or agreement on its part
to be performed or observed pursuant to any guaranty; or

         (f) Bankruptcy,  etc. Any Bankruptcy  Event shall occur with respect to
any Credit Party; or

         (g)  Challenge of Credit  Documents.  Any Credit  Party shall  disavow,
revoke or  terminate or attempt to do any of the  foregoing  with respect to any
Credit Document to which it is a party or shall  otherwise  challenge or contest
in any  action,  suit or  proceeding  in any  court or before  any  Governmental
Authority the validity or enforceability of this Credit Agreement, any Revolving
Note or any other Credit Document; or

         (h) Defaults under Other Agreements.

                  (i) (A) any Credit  Party  (other  than RPI and the  Borrower)
         shall fail to pay when due and payable (following the expiration of any
         applicable  cure  periods)  the  principal  of,  or  interest  on,  any
         Indebtedness  (other than the Loans)  having an  aggregate  outstanding
         principal  amount  (or, in the case of any Hedge  Agreement,  having an
         agreement  value) of $100,000 or more or (B) RPI or the Borrower  shall
         fail to pay when  due and  payable  (following  the  expiration  of any
         applicable  cure  periods)  the  principal  of,  or  interest  on,  any
         Indebtedness  (other than the Loans)  having an  aggregate  outstanding
         principal  amount  (or, in the case of any Hedge  Agreement,  having an
         agreement value) of $10,000,000 or more; or
<PAGE>
                  (ii) the maturity of any  Indebtedness  (other than the Loans)
         having an aggregate  outstanding  principal  amount (or, in the case of
         any Hedge Agreement, having an agreement value) of (A) $100,000 or more
         with  respect to any Credit  Party (other than RPI and the Borrower and
         (B)  $10,000,000  with respect to RPI and the Borrower,  shall have (x)
         been  accelerated  in accordance  with the provisions of any indenture,
         contract or  instrument  evidencing,  providing  for the creation of or
         otherwise  concerning  such  Indebtedness  or (y) been  required  to be
         prepaid prior to the stated maturity thereof; or

                  (iii) any other event shall have  occurred  and be  continuing
         which would  permit any holder or holders,  any trustee or agent acting
         on  behalf of such  holder  or  holders  or any  other  Person,  of any
         Indebtedness  (other than the Loans)  having an  aggregate  outstanding
         principal  amount  (or, in the case of any Hedge  Agreement,  having an
         agreement  value) of (A)  $100,000  or more with  respect to any Credit
         Party (other than RPI and the Borrower and (B) $10,000,000 with respect
         to RPI and  the  Borrower,  to  accelerate  the  maturity  of any  such
         Indebtedness  or require any such  Indebtedness  to be prepaid prior to
         its stated maturity; or

                  (iv) any Credit  Party  shall  default in the  performance  or
         observance (beyond the applicable grace period with respect thereto, if
         any) of any material  obligation  or condition of any contract or lease
         material to the Credit  Parties  taken as a whole if such default could
         reasonably be expected to have a Material Adverse Effect; or
<PAGE>
         (i)  Judgments.  One or more  judgments  or  decrees  shall be  entered
against one or more of the Credit Parties involving a liability of $1,000,000 or
more in the  aggregate  (to the  extent not paid or fully  covered by  insurance
provided  by a carrier  who has  acknowledged  coverage  and has the  ability to
perform)  and any  such  judgments  or  decrees  shall  not have  been  vacated,
discharged  or  stayed or bonded  pending  appeal  within 30 days from the entry
thereof; or

         (j)  Attachment.  A warrant,  writ of attachment,  execution or similar
process shall be issued  against any property of any Credit Party which exceeds,
individually  or together with all other such  warrants,  writs,  executions and
processes,  $1,000,000  in amount and such warrant,  writ,  execution or process
shall not be discharged, vacated, stayed or bonded for a period of 30 days.

         (k) ERISA. Any of the following events or conditions,  if such event or
condition could involve possible taxes,  penalties,  and other liabilities in an
aggregate  amount  in  excess  of  $1,000,000:   (i)  any  "accumulated  funding
deficiency,"  as such term is defined in Section 302 of ERISA and Section 412 of
the Code,  whether or not waived,  shall exist with respect to any Plan,  or any
lien shall  arise on the assets of any Credit  Party or any ERISA  Affiliate  in
favor of the PBGC or a Plan;  (ii) an ERISA Event shall occur with  respect to a
Single Employer Plan, which is, in the reasonable  opinion of the Administrative
Agent, likely to result in the termination of such Plan for purposes of Title IV
of ERISA;  (iii) an ERISA Event shall occur with respect to a Multiemployer Plan
or  Multiple  Employer  Plan,  which  is,  in  the  reasonable  opinion  of  the
Administrative  Agent,  likely to result in (A) the termination of such Plan for
purposes of Title IV of ERISA,  or (B) any Credit  Party or any ERISA  Affiliate
incurring any liability in connection with a withdrawal from,  reorganization of
(within the meaning of Section 4241 of ERISA), or insolvency (within the meaning
of  Section  4245 of ERISA) of such  Plan;  or (iv) any  prohibited  transaction
(within  the  meaning  of Section  406 of ERISA or Section  4975 of the Code) or
breach of  fiduciary  responsibility  shall  occur  which may subject any Credit
Party or any ERISA Affiliate to any liability  under Sections 406, 409,  502(i),
or 502(l) of ERISA or Section 4975 of the Code,  or under any agreement or other
instrument  pursuant to which any Credit Party or any ERISA Affiliate has agreed
or is required to indemnify any person against any such liability;

         (l) Change of Control or Change in Management.

                  (i) Any  "person"  or  "group"  (as  such  terms  are  used in
         Sections  13(d) and 14(d) of the  Securities  Exchange Act of 1934,  as
         amended (the "Exchange Act")) is or becomes the "beneficial  owner" (as
         defined in Rules 13d-3 and 13d-5 under the Exchange Act,  except that a
         Person will be deemed to have "beneficial  ownership" of all securities
         that  such  Person  has the right to  acquire,  whether  such  right is
         exercisable immediately or only after the passage of time), directly or
         indirectly,  of more than 25.0% of the total  voting  power of the then
         outstanding Voting Stock of RPI;

                  (ii) During any twelve-month  period (commencing either before
         or  after  the   Agreement   Date),   a   majority   of  the  Board  of
         Directors/Managing  Partners  of RPI  shall no longer  be  composed  of
         individuals  (x) who were  members of such Board of  Directors/Managing
         Partners  on the  first  date of such  period,  (y) whose  election  or
         nomination  to such Board of  Directors  was  approved  by  individuals
         referred  to in  clause  (x)  above  constituting  at the  time of such
         election or  nomination  at least a majority of such Board of Directors
         or (z) whose  election or  nomination  to such Board of  Directors  was
         approved  by  individuals  referred  to in  clauses  (x) and (y)  above
         constituting  at the time of such  election  or  nomination  at least a
         majority of such Board of Directors;

                  (iii) If James M.  Seneff,  Jr.  shall  cease  for any  reason
         (including   death  or   disability)   to  occupy  and   discharge  the
         responsibilities  of the  position  of  Chairman  and  Chief  Executive
         Officer of CNL  Financial  Group,  Inc. and a successor  shall not have
         been  appointed  and  approved by the Required  Lenders  within 90 days
         thereafter; or

                  (iv) The general partner of the Borrower shall cease to be one
         of the Parents or a Wholly Owned Subsidiary of one of the Parents.  and
         a successor  shall not have been  appointed by the Company and approved
         by the Required Lenders within 90 days thereafter

Section 9.2 Remedies Upon Event of Default.

         Upon the occurrence and during the  continuance of an Event of Default,
the Administrative  Agent may or, upon the request and direction of the Required
Lenders,  shall,  by  written  notice  to the  Credit  Parties  take  any of the
following actions:

         (a)  Termination  of  Commitments.  Declare the  Revolving  Commitments
terminated whereupon the Revolving Commitments shall be immediately terminated.
<PAGE>
         (b)  Acceleration.  Declare  the unpaid  principal  of and any  accrued
interest in respect of all Loans,  any  reimbursement  obligations  arising from
drawings  under  Letters  of  Credit  and  any  and all  other  indebtedness  or
obligations  of  any  and  every  kind  owing  by  the  Credit  Parties  to  the
Administrative Agent and/or any of the Lenders hereunder to be due whereupon the
same shall be immediately due and payable without presentment,  demand,  protest
or other  notice  of any  kind,  all of which are  hereby  waived by the  Credit
Parties.

         (c) Cash  Collateral.  Direct  the  Borrower  to pay (and the  Borrower
hereby promises to pay, upon receipt of such notice) to the Administrative Agent
additional cash, to be held by the Administrative  Agent, for the benefit of the
Lenders,  in a cash  collateral  account  as  additional  security  for  the LOC
Obligations in respect of subsequent drawings under all then outstanding Letters
of Credit in an amount equal to the maximum  aggregate amount which may be drawn
under all Letters of Credits then outstanding.

         (d)  Enforcement  of Rights.  Enforce any and all rights and  interests
created and existing under this Credit Agreement and the Credit  Documents,  all
rights and remedies  existing  under the  Collateral  Documents,  all rights and
remedies against any Pledgor or Guarantor and all rights of set-off.

         (e) Appointment of Receiver. To the extent permitted by applicable Law,
the Administrative Agent and the Lenders shall be entitled to the appointment of
a receiver for the assets and  properties of the Borrower and its  Subsidiaries,
without notice of any kind  whatsoever and without regard to the adequacy of any
security for the Obligations or the solvency of any party bound for its payment,
to take  possession  of all or any  portion of the  business  operations  of the
Borrower  and its  Subsidiaries  and to  exercise  such power as the court shall
confer upon such receiver.

         Notwithstanding  the  foregoing,  if an Event of Default  specified  in
Section 9.1(f) shall occur with respect to the Credit Parties, then, without the
giving of any notice or other action by the Administrative Agent or the Lenders,
(A) the Revolving  Commitments  shall  automatically  terminate,  (B) all of the
outstanding  Credit Obligations  automatically  shall immediately become due and
payable  and  (C) the  Borrower  automatically  shall be  obligated  (and hereby
promises) to pay to the Administrative  Agent additional cash, to be held by the
Administrative  Agent,  for the  benefit of the  Lenders,  in a cash  collateral
account as additional  security for the LOC Obligations in respect of subsequent
drawings under all then outstanding  Letters of Credit in an amount equal to the
maximum  aggregate  amount  which may be drawn under all Letters of Credits then
outstanding.

Section 9.3 Allocation of Proceeds.

         If an Event of  Default  shall  have  occurred  and be  continuing  and
maturity of any of the Obligations has been  accelerated,  all payments received
by the Administrative Agent under any of the Credit Documents, in respect of any
principal of or interest on the  Obligations or any other amounts payable by the
Borrower  hereunder or thereunder,  shall be applied in accordance  with Section
3.17(b).
<PAGE>
Section 9.4 Performance by Administrative Agent.

         If any  Credit  Party  shall  fail to  perform  any  covenant,  duty or
agreement  contained in any of the Credit Documents,  the  Administrative  Agent
may, upon notice to such Credit Party, as the case may be, perform or attempt to
perform such covenant,  duty or agreement on behalf of such Credit Party, as the
case may be, after the expiration of any cure or grace periods set forth herein;
provided,  however,  the Administrative  Agent's failure to give any such notice
shall not affect the validity of any action taken by the  Administrative  Agent.
In such event, the Borrower shall, at the request of the  Administrative  Agent,
promptly pay any amount reasonably expended by the Administrative  Agent in such
performance or attempted  performance to the Administrative Agent, together with
interest  thereon at the Default  Rate from the date of such  expenditure  until
paid.  Notwithstanding the foregoing,  neither the Administrative  Agent nor any
Lender shall have any liability or responsibility whatsoever for the performance
of any  obligation of any Credit Party under this Credit  Agreement or any other
Credit Document.

Section 9.5 Rights Cumulative.

         The rights and  remedies  of the  Administrative  Agent and the Lenders
under this Credit  Agreement  and each of the other  Credit  Documents  shall be
cumulative  and not  exclusive  of any rights or remedies  which any of them may
otherwise have under applicable Law. In exercising  their respective  fights and
remedies  the  Administrative  Agent and the  Lenders  may be  selective  and no
failure or delay by the Administrative Agent or any of the Lenders in exercising
any right  shall  operate  as a waiver of it,  nor shall any  single or  partial
exercise  of any power or right  preclude  its other or further  exercise or the
exercise of any other power or fight.


                                    ARTICLE X

                            THE ADMINISTRATIVE AGENT

Section 10.1 Appointment and Authorization of Administrative Agent.

         (a) Each Lender hereby irrevocably appoints,  designates and authorizes
the Administrative  Agent to take such action on its behalf under the provisions
of this Credit  Agreement  and each other Credit  Document and to exercise  such
powers and perform such duties as are expressly  delegated to it by the terms of
this Credit Agreement or any other Credit Document, together with such powers as
are reasonably incidental thereto. Notwithstanding any provision to the contrary
contained  elsewhere herein or in any other Credit Document,  the Administrative
Agent shall not have any duties or responsibilities,  except those expressly set
forth herein, nor shall the  Administrative  Agent have or be deemed to have any
fiduciary relationship with any Lender or participant, and no implied covenants,
functions,  responsibilities,  duties,  obligations or liabilities shall be read
into this Credit  Agreement  or any other  Credit  Document or  otherwise  exist
against  the  Administrative  Agent.  Without  limiting  the  generality  of the
foregoing  sentence,  the use of the term "agent" herein and in the other Credit
Documents with reference to the Administrative  Agent is not intended to connote
any  fiduciary or other  implied (or express)  obligations  arising under agency
doctrine of any applicable Law. Instead, such term is used merely as a matter of
market  custom,  and is  intended  to create or reflect  only an  administrative
relationship between independent contracting parties.

         (b) The Issuing  Lender shall act on behalf of the Lenders with respect
to any Letters of Credit  issued by it and the documents  associated  therewith,
and the  Issuing  Lender  shall  have all of the  benefits  and  immunities  (i)
provided to the Administrative  Agent in this Article X with respect to any acts
taken or omissions  suffered by the Issuing Lender in connection with Letters of
Credit  issued by it or  proposed  to be issued by it and the  applications  and
agreements  for letters of credit  pertaining to such Letters of Credit as fully
as if the  term  "Administrative  Agent"  as used in this  Article  X and in the
definition of "Agent-Related Person" included the Issuing Lender with respect to
such acts or omissions, and (ii) as additionally provided herein with respect to
the Issuing Lender.

Section 10.2 Delegation of Duties.

         The  Administrative  Agent may  execute  any of its  duties  under this
Credit Agreement or any other Credit Document by or through agents, employees or
attorneys-in-fact  and  shall  be  entitled  to  advice  of  counsel  and  other
consultants  or experts  concerning all matters  pertaining to such duties.  The
Administrative  Agent shall not be responsible  for the negligence or misconduct
of any  agent  or  attorney-in-fact  that it  selects  in the  absence  of gross
negligence or willful misconduct.

Section 10.3 Liability of Administrative Agent.

         No  Agent-Related  Person  shall (a) be liable for any action  taken or
omitted  to be taken by any of them  under or in  connection  with  this  Credit
Agreement or any other Credit Document or the transactions  contemplated  hereby
(except for its own gross  negligence or willful  misconduct in connection  with
its duties  expressly set forth herein),  or (b) be responsible in any manner to
any Lender or participant for any recital, statement, representation or warranty
made by any Credit  Party or any  officer  thereof,  contained  herein or in any
other  Credit  Document,  or in any  certificate,  report,  statement  or  other
document referred to or provided for in, or received by the Administrative Agent
under or in connection with, this Credit Agreement or any other Credit Document,
or the validity,  effectiveness,  genuineness,  enforceability or sufficiency of
this Credit  Agreement or any other Credit  Document,  or for any failure of any
Credit  Party  or any  other  party  to  any  Credit  Document  to  perform  its
obligations hereunder or thereunder.  No Agent-Related Person shall be under any
obligation  to any Lender or  participant  to  ascertain or to inquire as to the
observance or performance  of any of the agreements  contained in, or conditions
of,  this  Credit  Agreement  or any other  Credit  Document,  or to inspect the
properties, books or records of any Credit Party or any Affiliate thereof.

Section 10.4 Reliance by Administrative Agent.

         (a) The  Administrative  Agent shall be entitled to rely,  and shall be
fully  protected  in  relying,  upon  any  writing,  communication,   signature,
resolution,  representation,  notice, consent,  certificate,  affidavit, letter,
telegram,  facsimile,  telex or  telephone  message,  electronic  mail  message,
statement  or other  document or  conversation  believed by it to be genuine and
correct
<PAGE>
and to have been signed, sent or made by the proper Person or Persons,  and upon
advice and statements of legal counsel  (including counsel to any Credit Party),
independent  accountants and other experts selected by the Administrative Agent.
The Administrative Agent shall be fully justified in failing or refusing to take
any action under any Credit  Document  unless it shall first receive such advice
or concurrence  of the Required  Lenders as it deems  appropriate  and, if it so
requests,  it shall  first be  indemnified  to its  satisfaction  by the Lenders
against any and all  liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Administrative  Agent shall
in all cases be fully protected in acting,  or in refraining from acting,  under
this Credit  Agreement or any other Credit Document in accordance with a request
or consent of the Required  Lenders (or such greater number of Lenders as may be
expressly required hereby in any instance) and such request and any action taken
or failure to act pursuant thereto shall be binding upon all the Lenders.

         (b)  For  purposes  of  determining   compliance  with  the  conditions
specified  in Section  5.1,  each Lender  that has signed this Credit  Agreement
shall be deemed to have  consented  to,  approved or accepted or to be satisfied
with,  each document or other matter  required  thereunder to be consented to or
approved by or acceptable or satisfactory to a Lender unless the  Administrative
Agent shall have received notice from such Lender prior to the proposed  Closing
Date specifying its objection thereto.

Section 10.5 Notice of Default.

         The  Administrative  Agent  shall not be deemed  to have  knowledge  or
notice of the occurrence of any Default,  except with respect to defaults in the
payment  of   principal,   interest  and  fees   required  to  be  paid  to  the
Administrative  Agent for the account of the Lenders,  unless the Administrative
Agent shall have received written notice from a Lender or the Borrower referring
to this Credit  Agreement,  describing such Default and stating that such notice
is a "notice of default."  The  Administrative  Agent will notify the Lenders of
its receipt of any such notice. The Administrative  Agent shall take such action
with  respect to such  Default as may be  directed  by the  Required  Lenders in
accordance  with  Article  IX;  provided,  however,  that  unless  and until the
Administrative  Agent has received any such direction,  the Administrative Agent
may (but shall not be  obligated  to) take such  action,  or refrain from taking
such action,  with respect to such Default as it shall deem  advisable or in the
best interest of the Lenders.

Section 10.6 Credit Decision; Disclosure of Information by Administrative Agent.

         Each  Lender  acknowledges  that no  Agent-Related  Person has made any
representation  or warranty to it, and that no act by the  Administrative  Agent
hereafter  taken,  including any consent to and  acceptance of any assignment or
review of the affairs of any Credit  Party or any  Affiliate  thereof,  shall be
deemed to constitute any representation or warranty by any Agent-Related  Person
to any Lender as to any matter,  including  whether  Agent-Related  Persons have
disclosed  material  information in their possession.  Each Lender represents to
the  Administrative  Agent that it has,  independently and without reliance upon
any  Agent-Related  Person and based on such documents and information as it has
deemed  appropriate,  made  its own  appraisal  of and  investigation  into  the
business,  prospects,  operations,  property,  financial and other condition and
creditworthiness  of the Credit Parties and their respective  Subsidiaries,  and
all  applicable  bank or other  regulatory  Laws  relating  to the  transactions
contemplated  hereby,  and  made its own  decision  to enter  into  this  Credit
Agreement  and to extend  credit to the  Borrower  hereunder.  Each  Lender also
represents  that  it  will,   independently   and  without   reliance  upon  any
Agent-Related  Person and based on such  documents and  information  as it shall
deem  appropriate  at the  time,  continue  to  make  its own  credit  analysis,
appraisals  and  decisions  in taking or not taking  action  under  this  Credit
Agreement and the other Credit Documents,  and to make such investigations as it
deems  necessary to inform  itself as to the  business,  prospects,  operations,
property, financial and other condition and creditworthiness of the Borrower and
the other  Credit  Parties.  Except for  notices,  reports  and other  documents
expressly  required to be furnished to the Lenders by the  Administrative  Agent
herein,  the  Administrative  Agent shall not have any duty or responsibility to
provide any Lender with any credit or other information concerning the business,
prospects,    operations,   property,   financial   and   other   condition   or
creditworthiness  of any of  the  Credit  Parties  or  any of  their  respective
Affiliates which may come into the possession of any Agent-Related Person.

Section 10.7 Indemnification of Administrative Agent.

         Whether or not the  transactions  contemplated  hereby are consummated,
the Lenders shall indemnify upon demand each Agent-Related Person (to the extent
not  reimbursed  by or on behalf of any Credit  Party and without  limiting  the
obligation  of any Credit  Party to do so),  pro rata,  and hold  harmless  each
Agent-Related  Person  from  and  against  any and all  Indemnified  Liabilities
incurred  by it;  provided,  however,  that no Lender  shall be  liable  for the
payment  to  any  Agent-Related  Person  of  any  portion  of  such  Indemnified
Liabilities  to the extent  determined in a final,  nonappealable  judgment by a
court  of  competent  jurisdiction  to have  resulted  from  such  Agent-Related
Person's own gross negligence or willful misconduct;  provided, however, that no
action taken in accordance  with the directions of the Required  Lenders (or all
Lenders if unanimous  approval is required  for such action)  shall be deemed to
constitute gross negligence or willful  misconduct for purposes of this Section.
Without   limitation  of  the  foregoing,   each  Lender  shall   reimburse  the
Administrative  Agent  upon  demand  for  its  ratable  share  of any  costs  or
out-of-pocket expenses (including Attorney Costs) incurred by the Administrative
Agent in connection with the preparation,  execution, delivery,  administration,
modification,  amendment or enforcement  (whether  through  negotiations,  legal
proceedings  or  otherwise)  of,  or  legal  advice  in  respect  of  rights  or
responsibilities under, this Credit Agreement, any other Credit Document, or any
document  contemplated  by or  referred  to  herein,  to  the  extent  that  the
Administrative  Agent is not reimbursed for such expenses by or on behalf of the
Borrower.  The  undertaking  in this Section  shall survive  termination  of the
Revolving  Commitment,  the payment of all other Obligations and the resignation
of the Administrative Agent.

Section 10.8 Administrative Agent in its Individual Capacity.

         Bank of America and its  Affiliates may make loans to, issue letters of
credit for the account of, accept deposits from, acquire equity interests in and
generally engage in any kind of banking, trust, financial advisory, underwriting
or  other  business  with  each  of the  Credit  Parties  and  their  respective
Affiliates  as though Bank of America were not the  Administrative  Agent or the
Issuing Lender  hereunder and without  notice to or consent of the Lenders.  The
Lenders  acknowledge that,  pursuant to such activities,  Bank of America or its
Affiliates may receive
<PAGE>
information regarding any Credit Party or its Affiliates (including  information
that may be subject to confidentiality obligations in favor of such Credit Party
or such Affiliate) and acknowledge that the Administrative  Agent shall be under
no obligation to provide such  information  to them.  With respect to its Loans,
Bank of  America  shall  have the same  rights  and  powers  under  this  Credit
Agreement as any other Lender and may exercise  such rights and powers as though
it were  not the  Administrative  Agent or the  Issuing  Lender,  and the  terms
"Lender" and "Lenders" include Bank of America in its individual capacity.

Section 10.9 Successor Administrative Agent.

         The  Administrative  Agent may resign as  Administrative  Agent upon 30
days'  notice to the  Lenders;  provided  that any such  resignation  by Bank of
America  shall  also  constitute  its  resignation  as  Issuing  Lender.  If the
Administrative  Agent resigns under this Credit Agreement,  the Required Lenders
shall  appoint from among the Lenders a successor  administrative  agent for the
Lenders,  which  successor  administrative  agent shall be  consented  to by the
Borrower at all times other than during the  existence  of a Default or an Event
of Default (which consent of the Borrower shall not be unreasonably  withheld or
delayed).  If no  successor  administrative  agent  is  appointed  prior  to the
effective  date  of  the   resignation   of  the   Administrative   Agent,   the
Administrative  Agent may  appoint,  after  consulting  with the Lenders and the
Borrower,  a successor  administrative  agent from among the  Lenders.  Upon the
acceptance of its appointment as successor  administrative agent hereunder,  the
Person acting as such  successor  administrative  agent shall succeed to all the
rights,  powers and duties of the retiring  Administrative Agent and the Issuing
Lender and the  respective  terms  "Administrative  Agent" and "Issuing  Lender"
shall mean such successor  administrative agent and Letter of Credit issuer, and
the  retiring   Administrative   Agent's  appointment,   powers  and  duties  as
Administrative  Agent shall be  terminated  and the  retiring  Issuing  Lender's
rights,  powers  and duties as such shall be  terminated,  without  any other or
further  act or deed on the part of such  retiring  Issuing  Lender or any other
Lender,  other than the  obligation  of the  successor  Issuing  Lender to issue
letters of credit in substitution for the Letters of Credit, if any, outstanding
at the time of such succession or to make other arrangements satisfactory to the
retiring  Issuing Lender to effectively  assume the  obligations of the retiring
Issuing  Lender  with  respect to such  Letters of  Credit.  After any  retiring
Administrative  Agent's  resignation  hereunder  as  Administrative  Agent,  the
provisions  of this  Article X and  Sections 11.2  and 11.8  shall  inure to its
benefit  as to any  actions  taken  or  omitted  to be  taken by it while it was
Administrative Agent under this Credit Agreement. If no successor administrative
agent has accepted  appointment as Administrative  Agent by the date which is 30
days  following a retiring  Administrative  Agent's notice of  resignation,  the
retiring  Administrative Agent's resignation shall nevertheless thereupon become
effective and the Lenders shall perform all of the duties of the  Administrative
Agent  hereunder  until such time,  if any, as the  Required  Lenders  appoint a
successor agent as provided for above.

Section 10.10 Administrative Agent May File Proofs of Claim.

         In case of the pendency of any receivership,  insolvency,  liquidation,
bankruptcy,  reorganization,   arrangement,  adjustment,  composition  or  other
judicial  proceeding  relative to any Credit  Party,  the  Administrative  Agent
(irrespective  of whether the principal of any Loan or LOC Obligation shall then
be due and  payable as herein  expressed  or by  declaration  or  otherwise  and
irrespective of whether the  Administrative  Agent shall have made any demand on
the  Borrower)  shall  be  entitled  and  empowered,  by  intervention  in  such
proceeding or otherwise

         (a) to file and prove a claim for the whole amount of the principal and
         interest owing and unpaid in respect of the Loans,  LOC Obligations and
         all other  Obligations that are owing and unpaid and to file such other
         documents  as may be necessary or advisable in order to have the claims
         of the Lenders and the  Administrative  Agent  (including any claim for
         the reasonable  compensation,  expenses,  disbursements and advances of
         the Lenders and the  Administrative  Agent and their respective  agents
         and   counsel   and  all  other   amounts   due  the  Lenders  and  the
         Administrative  Agent  under  Sections  2.2(i)  and (j),  3.7 and 11.2)
         allowed in such judicial proceeding; and

         (b) to collect  and  receive  any monies or other  property  payable or
         deliverable on any such claims and to distribute the same;

and any custodian,  receiver,  assignee,  trustee,  liquidator,  sequestrator or
other similar official in any such judicial  proceeding is hereby  authorized by
each Lender to make such payments to the Administrative  Agent and, in the event
that the  Administrative  Agent  shall  consent to the  making of such  payments
directly to the Lenders,  to pay to the Administrative  Agent any amount due for
the  reasonable  compensation,  expenses,  disbursements  and  advances  of  the
Administrative  Agent and its agents and counsel,  and any other amounts due the
Administrative Agent under Sections 3.7 and 11.2.

Nothing contained herein shall be deemed to authorize the  Administrative  Agent
to  authorize  or consent to or accept or adopt on behalf of any Lender any plan
of  reorganization,   arrangement,   adjustment  or  composition  affecting  the
Obligations or the rights of any Lender or to authorize the Administrative Agent
to vote in respect of the claim of any Lender in any such proceeding.

Section 10.11 Collateral and Guaranty Matters.

         The Lenders  irrevocably  authorize the  Administrative  Agent,  at its
option and in its discretion,

         (a) to  release  any  Lien on any  property  granted  to or held by the
         Administrative  Agent under any Credit Document (i) upon termination of
         the Revolving Commitments and payment in full of all Obligations (other
         than  contingent  indemnification  obligations)  and the  expiration or
         termination  of all Letters of Credit,  (ii) that is sold or to be sold
         as part of or in connection with any sale permitted  hereunder or under
         any other  Credit  Document,  or (iii)  subject  to  Section  11.1,  if
         approved, authorized or ratified in writing by the Required Lenders;

         (b) to release any Guarantor from its obligations under the Guaranty if
         such  Person  ceases to be a  Subsidiary  as a result of a  transaction
         permitted hereunder.

Upon request by the Administrative  Agent at any time, the Required Lenders will
confirm  in  writing  the   Administrative   Agent's  authority  to  release  or
subordinate its interest in particular types or items of property, or to release
any Guarantor from its obligations  under the Guaranty  pursuant to this Section
10.11.


                                   ARTICLE XI
                                  MISCELLANEOUS

Section 11.1      Amendments, Etc.

         No amendment or waiver of any provision of this Credit Agreement or any
other Credit Document,  and no consent to any departure by the Credit Parties or
any other Lender  therefrom,  shall be effective unless in writing signed by the
Required  Lenders and the Credit Parties or the applicable  Lender,  as the case
may be, and  acknowledged by the  Administrative  Agent, and each such waiver or
consent  shall be effective  only in the specific  instance and for the specific
purpose for which given;  provided,  however, that no such amendment,  waiver or
consent shall:

                  (a) extend (other than as provided by Section 3.5) or increase
         the  Revolving  Commitment  of any Lender (or  reinstate  any Revolving
         Commitment  terminated  pursuant  to  Section 9.2)  without the written
         consent of such Lender (it being understood and agreed that a waiver of
         any condition  precedent set forth in  Section 5.2(b) or of any Default
         or Event of Default  shall not  constitute a change in the terms of any
         Revolving Commitment of any Lender);

                  (b)  postpone  any date fixed by this Credit  Agreement or any
         other Credit Document for any payment (excluding mandatory prepayments)
         of  principal,  interest,  fees or other amounts due to the Lenders (or
         any of them) hereunder or under any other Credit  Document  without the
         written consent of each Lender directly affected thereby;

                  (c) reduce the principal of, or the rate of interest specified
         herein  on,  any Loan or LOC  Borrowing,  or any fees or other  amounts
         payable  hereunder  or under  any other  Credit  Document  without  the
         written consent of each Lender  directly  affected  thereby;  provided,
         however,  that  only  the  consent  of the  Required  Lenders  shall be
         necessary  to waive any  obligation  of the Borrower to pay interest at
         the Default Rate;

                  (d) change any  provision of this Credit  Agreement  regarding
         pro rata  sharing or pro rata funding with respect to (i) the making of
         advances (including participations),  (ii) the manner of application of
         payments or prepayments of principal, interest, fees, or other payments
         received  pursuant to Section 3.16,  (iii) the manner of application of
         reimbursement  obligations  from drawings  under Letters of Credit,  or
         (iv) the manner of  reduction of  commitments  and  committed  amounts,
         without the written consent of each Lender directly affected thereby;

                  (e) change any provision of this Section or the  definition of
         "Required  Lenders" or any other provision hereof specifying the number
         or percentage of Lenders  required to amend,  waive or otherwise modify
         any rights  hereunder  or make any  determination  or grant any consent
         hereunder, without the written consent of each Lender;

                  (f) release all or substantially all of the Collateral without
         the written consent of each Lender; or

                  (g)  except  as  the  result  of  or  in  connection   with  a
         dissolution,  merger or disposition of a Credit Party not prohibited by
         Section 8.3 or Section 8.4, release the Borrower or  substantially  all
         of the other  Credit  Parties from its or their  obligations  under the
         Credit Documents without the written consent of each Lender;

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing  and signed by the Issuing  Lender in  addition to the Lenders  required
above,  affect  the rights or duties of the  Issuing  Lender  under this  Credit
Agreement or any Letter of Credit  Application  relating to any Letter of Credit
issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless
in writing  and signed by the  Administrative  Agent in  addition to the Lenders
required above,  affect the rights or duties of the  Administrative  Agent under
this Credit Agreement or any other Credit Document; and (iii) the Fee Letter may
be amended,  or rights or privileges  thereunder  waived,  in a writing executed
only by the parties thereto.

         Notwithstanding  anything to the contrary herein,  no Defaulting Lender
shall have any right to approve or disapprove any  amendment,  waiver or consent
hereunder,  except that the  Commitment  of such Lender may not be  increased or
extended without the consent of such Lender.

         Notwithstanding  the  fact  that  the  consent  of all the  Lenders  is
required  in  certain  circumstances  as set  forth  above,  (x) each  Lender is
entitled to vote as such Lender sees fit on any bankruptcy  reorganization  plan
that affects the Loans,  and each Lender  acknowledges  that the  provisions  of
Section 1126(c)   of  the  Bankruptcy  Code  supersedes  the  unanimous  consent
provisions set forth herein and (y) the Required Lenders shall determine whether
or not to  allow a  Credit  Party to use cash  collateral  in the  context  of a
bankruptcy or insolvency  proceeding and such determination  shall be binding on
all of the Lenders.

Section 11.2 Notices and Other Communications; Facsimile Copies.

         (a) General.  Unless otherwise  expressly  provided herein, all notices
and other  communications  provided for hereunder shall be in writing (including
by facsimile  transmission).  All such written notices shall be mailed, faxed or
delivered to the applicable address,  facsimile number or (subject to subsection
(c) below)  electronic  mail address,  and all notices and other  communications
expressly  permitted  hereunder  to be given by  telephone  shall be made to the
applicable telephone number, as follows:

         if to any Credit Party:

                  CNL Retirement Partners, LP
                  CNL Center at City Commons
                  450 South Orange Avenue
                  Orlando, Florida  32801
                  Attn:  Stuart J. Beebe
                  Telephone:  (407) 650-3601
                  Telecopy:    (407) 650-1073

                  with a copy to:

                  CNL Retirement Partners, LP
                  CNL Center at City Commons
                  450 South Orange Avenue
                  Orlando, Florida  32801
                  Attn: Mathew Huggins
                  Telephone:  (407) 835-3215
                  Telecopy:    (407) 650-1073

                  with a copy to:

                  Lowndes, Drosdick, Doster, Kantor & Reed P.A.
                  450 South Orange Avenue
                  Suite 800
                  Orlando, Florida  32801-2878
                  Attn:  Richard D. Davidson
                  Telephone:  (407) 843-4600
                  Telecopy:    (407) 843-4444

         if to the Administrative Agent:

                  for notices regarding borrowings, payments, conversions, fees,
                  interest, and other administrative matters:

                  Bank of America, N. A.
                  101 North Tryon Street
                  Location Code: NC1-001-15-04
                  Charlotte, NC  28255
                  Attention:  Richard Wright
                  Telephone: (704) 387-2472
                  Telecopy:   (704) 409-0127

                  for all other notices  (including with respect to Defaults and
                  Events of Default,  amendments,  waivers and  modifications of
                  the Credit Documents,  assignments and those items as required
                  in Article VII):

                  Bank of America
                  Agency Management
                  1455 Market St.
                  CA5-701-05-19
                  San Francisco, CA 94103-1399
                  Attn: Cassandra McCain
                  Phone: 415.436.3400
                  Fax: 415.503.5133
                  Email: cassandra.g.mccain@BankofAmerica.com

                  Bank of America, N. A.

                  Location Code:  NC1-007-17-11
                  100 North Tryon, 17th Floor
                  Charlotte, North Carolina 28202
                  Attention: Kevin Wagley
                  Telephone: (704) 388-6006
                  Telecopy:  (704) 388-6002

         If to any other Lender, to the address,  facsimile  number,  electronic
mail address or telephone number specified in its  Administrative  Questionnaire
or to such other address, facsimile number, electronic mail address or telephone
number as shall be  designated  by such party in a notice to the  Borrower,  the
Administrative Agent and the Issuing Lender.

         All such notices and other  communications  shall be deemed to be given
or made upon the earlier to occur of (i) actual  receipt by the  relevant  party
hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on
behalf of the relevant  party  hereto;  (B) if delivered by mail,  four Business
Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile,
when sent and receipt has been  confirmed by telephone;  and (D) if delivered by
electronic  mail  (which  form of  delivery  is  subject  to the  provisions  of
subsection (c) below), when delivered; provided, however, that notices and other
communications  to the  Administrative  Agent and the Issuing Lender pursuant to
Article II shall not be effective until actually  received by such Person. In no
event shall a  voicemail  message be  effective  as a notice,  communication  or
confirmation hereunder.

         (b)  Effectiveness  of  Facsimile  Documents  and  Signatures.   Credit
Documents may be transmitted  and/or signed by facsimile.  The  effectiveness of
any such documents and  signatures  shall,  subject to applicable  Law, have the
same force and effect as  manually-signed  originals and shall be binding on all
Credit Parties,  the  Administrative  Agent and the Lenders.  The Administrative
Agent may also require that any such  documents and signatures be confirmed by a
manually-signed original thereof; provided, however, that the failure to request
or deliver the same shall not limit the effectiveness of any facsimile  document
or signature.

         (c) Limited Use of Electronic  Mail.  Electronic  mail and Internet and
intranet websites may be used only to distribute routine communications, such as
financial  statements and other  information as provided in Section 7.1,  and to
distribute Credit Documents for execution by the parties thereto, and may not be
used for any other purpose.
<PAGE>
         (d) Reliance by Administrative  Agent and Lenders.  The  Administrative
Agent  and the  Lenders  shall be  entitled  to rely  and act  upon any  notices
(including a telephonic  Loan Notice)  purportedly  given by or on behalf of the
Borrower  even if (i) such notices were not made in a manner  specified  herein,
were  incomplete  or were not  preceded  or followed by any other form of notice
specified  herein,  or (ii) the terms  thereof,  as understood by the recipient,
varied from any  confirmation  thereof.  The Credit Parties shall indemnify each
Agent-Related  Person and each  Lender  from all  losses,  costs,  expenses  and
liabilities   resulting  from  the  reliance  by  such  Person  on  each  notice
purportedly given by or on behalf of the Borrower. All telephonic notices to and
other  communications  with the  Administrative  Agent  may be  recorded  by the
Administrative  Agent,  and each of the parties  hereto hereby  consents to such
recording.

Section 11.3 No Waiver; Cumulative Remedies.

         No failure by any Lender or the Administrative  Agent to exercise,  and
no delay by any such Person in exercising, any right, remedy, power or privilege
hereunder  shall  operate as a waiver  thereof;  nor shall any single or partial
exercise of any right,  remedy,  power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or
privilege.  The rights,  remedies,  powers and  privileges  herein  provided are
cumulative  and not  exclusive of any rights,  remedies,  powers and  privileges
provided by law.

Section 11.4 Attorney Costs, Expenses and Taxes.

         The Credit Parties  jointly and severally agree (a) to pay or reimburse
the Administrative  Agent for all costs and expenses incurred in connection with
the development, preparation, negotiation and execution of this Credit Agreement
and the other  Credit  Documents  and any  amendment,  waiver,  consent or other
modification  of  the  provisions   hereof  and  thereof  (whether  or  not  the
transactions   contemplated   hereby  or  thereby  are  consummated),   and  the
consummation  and  administration  of the transactions  contemplated  hereby and
thereby,  including all reasonable  Attorney Costs,  and (b) to pay or reimburse
the Administrative  Agent and each Lender for all costs and expenses incurred in
connection with the enforcement,  attempted enforcement,  or preservation of any
rights or remedies  under this Credit  Agreement or the other  Credit  Documents
(including  all such  costs  and  expenses  incurred  during  any  "workout"  or
restructuring  in respect of the  Obligations  and during any legal  proceeding,
including any proceeding under any Debtor Relief Law),  including all reasonable
Attorney  Costs.  The  foregoing  costs and expenses  shall  include all search,
filing,  recording,  title  insurance and  appraisal  charges and fees and taxes
related thereto, and other out-of-pocket expenses incurred by the Administrative
Agent and the cost of independent  public  accountants and other outside experts
retained by the  Administrative  Agent or any Lender. All amounts due under this
Section 11.4 shall be payable  within ten Business  Days after demand  therefor.
The  agreements in this Section shall survive the  termination  of the Revolving
Commitments and repayment of all other Obligations.

Section 11.5 Indemnification by the Credit Parties.

         Whether or not the  transactions  contemplated  hereby are consummated,
the Credit Parties  jointly and severally shall indemnify and hold harmless each
Agent-Related  Person, each Lender and their respective  Affiliates,  directors,
officers,  employees,  counsel,  agents and attorneys-in-fact  (collectively the
"Indemnitees")  from and against any and all liabilities,  obligations,  losses,
damages, penalties,  claims, demands, actions, judgments, suits, costs, expenses
and  disbursements  (including  Attorney Costs) of any kind or nature whatsoever
which may at any time be imposed on,  incurred  by or asserted  against any such
Indemnitee  in any way relating to or arising out of or in  connection  with (a)
the  execution,  delivery,  enforcement,  performance or  administration  of any
Credit  Document  or any other  agreement,  letter or  instrument  delivered  in
connection with the transactions contemplated thereby or the consummation of the
transactions contemplated thereby, (b) any Revolving Commitment,  Loan or Letter
of Credit or the use or proposed use of the proceeds  therefrom  (including  any
refusal by the Issuing  Lender to honor a demand for  payment  under a Letter of
Credit if the documents presented in connection with such demand do not strictly
comply  with the terms of such  Letter of  Credit),  (c) any  actual or  alleged
presence or release of Hazardous  Materials on or from any property currently or
formerly owned or operated by any of the Credit  Parties,  or any  Environmental
Liability  related  in any  way to the  Credit  Parties,  or (d) any  actual  or
prospective claim,  litigation,  investigation or proceeding  relating to any of
the foregoing,  whether based on contract,  tort or any other theory  (including
any investigation  of,  preparation for, or defense of any pending or threatened
claim,  investigation,  litigation or proceeding)  and regardless of whether any
Indemnitee is a party thereto (all the foregoing, collectively, the "Indemnified
Liabilities"), in all cases, whether or not caused by or arising, in whole or in
part,  out of the  negligence of the  Indemnitee;  provided that such  indemnity
shall  not,  as to  any  Indemnitee,  be  available  to  the  extent  that  such
liabilities,  obligations, losses, damages, penalties, claims, demands, actions,
judgments,  suits, costs, expenses or disbursements are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from
the gross  negligence or willful  misconduct of such  Indemnitee.  No Indemnitee
shall  be  liable  for  any  damages  arising  from  the  use by  others  of any
information  or other  materials  obtained  through  IntraLinks or other similar
information  transmission systems in connection with this Credit Agreement,  nor
shall any  Indemnitee  have any  liability  for any  indirect  or  consequential
damages  relating  to this  Credit  Agreement  or any other  Credit  Document or
arising out of its  activities  in  connection  herewith or  therewith  (whether
before or after the Closing Date). All amounts due under this Section 11.5 shall
be payable  within ten Business Days after demand  therefor.  The  agreements in
this Section shall survive the  resignation  of the  Administrative  Agent,  the
replacement of any Lender, the termination of the Revolving  Commitments and the
repayment, satisfaction or discharge of all the other Obligations.

Section 11.6 Payments Set Aside.

         To the extent that any  payment by or on behalf of any Credit  Party is
made to the Administrative  Agent or any Lender, or the Administrative  Agent or
any Lender  exercises its right of set-off,  and such payment or the proceeds of
such set-off or any part  thereof is  subsequently  invalidated,  declared to be
fraudulent or  preferential,  set aside or required  (including  pursuant to any
settlement  entered  into by the  Administrative  Agent  or such  Lender  in its
discretion)  to be  repaid  to a  trustee,  receiver  or  any  other  party,  in
connection  with any proceeding  under any Debtor Relief Law or otherwise,  then
(a) to the extent of such recovery,  the  obligation or part thereof  originally
intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such set-off had not  occurred,  and (b)
each Lender severally agrees to pay to the Administrative  Agent upon demand its
applicable share of any amount so recovered from or repaid by the Administrative
Agent,  plus  interest  thereon  from the date of such  demand  to the date such
payment is made at a rate per annum equal to the Federal Funds Rate from time to
time in effect.

Section 11.7 Successors and Assigns.

         (a) The provisions of this Credit  Agreement  shall be binding upon and
inure to the benefit of the parties hereto and their  respective  successors and
assigns permitted  hereby,  except that the Borrower may not assign or otherwise
transfer any of its rights or  obligations  hereunder  without the prior written
consent of each Lender and no Lender may assign or otherwise transfer any of its
rights or obligations  hereunder except (i) to an Eligible  Assignee (as defined
in Section 11.7(g) below) in accordance with the provisions of subsection (b) of
this Section,  (ii) by way of participation in accordance with the provisions of
subsection  (d) of this  Section,  or (iii) by way of pledge or  assignment of a
security  interest  subject to the restrictions of subsection (f) or (h) of this
Section  (and any other  attempted  assignment  or transfer by any party  hereto
shall be null and void). Nothing in this Credit Agreement, expressed or implied,
shall be  construed  to confer upon any Person  (other than the parties  hereto,
their respective  successors and assigns permitted  hereby,  Participants to the
extent  provided in subsection (d) of this Section and, to the extent  expressly
contemplated  hereby,  the Indemnitees) any legal or equitable right,  remedy or
claim under or by reason of this Credit Agreement.

         (b) Any Lender may at any time assign to one or more Eligible Assignees
all or a portion of its  rights and  obligations  under  this  Credit  Agreement
(including all or a portion of its Revolving Commitment and the Loans (including
for purposes of this subsection (b),  participations  in LOC Obligations) at the
time owing to it);  provided that (i) except in the case of an assignment of the
entire remaining amount of the assigning Lender's  Revolving  Commitment and the
Loans at the time owing to it or in the case of an  assignment to a Lender or an
Affiliate of a Lender or an Approved Fund (as defined in subsection  (g) of this
Section)  with  respect  to a Lender,  the  aggregate  amount  of the  Revolving
Commitment  (which  for this  purpose  includes  Loans  outstanding  thereunder)
subject to each such  assignment,  determined as of the date the  Assignment and
Assumption  with respect to such  assignment is delivered to the  Administrative
Agent or, if "Trade Date" is specified in the Assignment and  Assumption,  as of
the  Trade  Date,  shall  not  be  less  than  $5,000,000  unless  each  of  the
Administrative Agent and, so long as no Default or Event of Default has occurred
and is continuing,  the Borrower otherwise consents (each such consent not to be
unreasonably withheld or delayed); (ii) each partial assignment shall be made as
an assignment of a proportionate  part of all the assigning  Lender's rights and
obligations  under  this  Credit  Agreement  with  respect  to the  Loans or the
Revolving  Commitment  assigned;  (iii) any assignment of a Revolving Commitment
must be approved by the  Administrative  Agent and the Issuing Lender unless the
Person  that is the  proposed  assignee  is itself a Lender  (whether or not the
proposed  assignee  would  otherwise  qualify as an  Eligible  Assignee),  which
approval shall not be unreasonably  withheld or delayed; and (iv) the parties to
each  assignment  shall  execute  and  deliver  to the  Administrative  Agent an
Assignment and  Assumption,  together with a processing and  recordation  fee of
$3,500.  Subject to acceptance and recording thereof by the Administrative Agent
pursuant to subsection  (c) of this Section,  from and after the effective  date
specified in each Assignment and Assumption,  the Eligible  Assignee  thereunder
shall be a party to this Credit  Agreement  and,  to the extent of the  interest
assigned by such Assignment and Assumption, have the rights and obligations of a
Lender under this Credit  Agreement,  and the assigning Lender thereunder shall,
to the extent of the interest  assigned by such  Assignment and  Assumption,  be
released from its obligations  under this Credit  Agreement (and, in the case of
an Assignment and Assumption  covering all of the assigning  Lender's rights and
obligations under this Credit  Agreement,  such Lender shall cease to be a party
hereto but shall  continue to be entitled to the benefits of Sections 3.8, 3.11,
3.13, 11.4 and 11.5 with respect to facts and  circumstances  occurring prior to
the effective date of such assignment). Upon request, the Borrower shall execute
and deliver a Note to the assignee Lender;  provided,  that any Note, if any, of
the assigning lender is  correspondingly  modified,  replaced or returned to the
Borrower.  Any assignment or transfer by a Lender of rights or obligations under
this Credit Agreement that does not comply with this subsection shall be treated
for  purposes  of  this  Credit  Agreement  as  a  sale  by  such  Lender  of  a
participation  in such rights and  obligations in accordance with subsection (d)
of this Section.

         (c) The  Administrative  Agent,  acting  solely for this  purpose as an
agent of the Borrower,  shall  maintain at the  Administrative  Agent's Office a
copy of each  Assignment and  Assumption  delivered to it and a register for the
recordation  of the  names  and  addresses  of the  Lenders,  and the  Revolving
Commitments of, and principal amounts of the Loans and LOC Obligations owing to,
each Lender pursuant to the terms hereof from time to time (the "Register"). The
entries  in  the  Register   shall  be   conclusive,   and  the  Borrower,   the
Administrative  Agent  and the  Lenders  may treat  each  Person  whose  name is
recorded in the Register  pursuant to the terms hereof as a Lender hereunder for
all purposes of this Credit Agreement,  notwithstanding  notice to the contrary.
The Register  shall be available for  inspection by the Borrower and any Lender,
at any reasonable time and from time to time upon reasonable prior notice.

         (d) Any Lender may at any time,  without  the consent of, or notice to,
the Borrower or the  Administrative  Agent,  sell  participations  to any Person
(other  than a natural  person or a Credit  Party or any of the Credit  Parties'
Affiliates or Subsidiaries)  (each, a "Participant") in all or a portion of such
Lender's rights and/or obligations under this Credit Agreement (including all or
a portion of its Revolving  Commitment and/or the Loans (including such Lender's
participations in LOC Obligations) owing to it); provided that (i) such Lender's
obligations under this Credit Agreement shall remain unchanged, (ii) such Lender
shall remain solely  responsible to the other parties hereto for the performance
of such  obligations and (iii) the Borrower,  the  Administrative  Agent and the
other  Lenders  shall  continue to deal solely and directly  with such Lender in
connection  with  such  Lender's  rights  and  obligations   under  this  Credit
Agreement.  Any agreement or instrument  pursuant to which a Lender sells such a
participation  shall  provide  that such Lender  shall  retain the sole right to
enforce this Credit  Agreement  and to approve any  amendment,  modification  or
waiver of any provision of this Credit  Agreement;  provided that such agreement
or instrument may provide that such Lender will not,  without the consent of the
Participant,  agree to any amendment,  waiver or other modification described in
the first  proviso to  Section  11.1 that  directly  affects  such  Participant.
Subject  to  subsection  (e) of this  Section,  the  Borrower  agrees  that each
Participant  shall be entitled to the benefits of Sections 3.8, 3.11 and 3.13 to
the  same  extent  as if it were a  Lender  and had  acquired  its  interest  by
assignment  pursuant to subsection (b) of this Section.  To the extent permitted
by law, each  Participant also
<PAGE>
shall be  entitled to the  benefits of Section  11.9 as though it were a Lender,
provided such Participant agrees to be subject to Section 3.15 as though it were
a Lender.

         (e) A Participant  shall not be entitled to receive any greater payment
under Section 3.8 or 3.11 than the applicable Lender would have been entitled to
receive with respect to the participation  sold to such Participant,  unless the
sale of the  participation to such Participant is made with the Borrower's prior
written  consent.  A  Participant  that  would be a Foreign  Lender if it were a
Lender  shall not be entitled to the benefits of Section 3.8 unless the Borrower
is notified of the  participation  sold to such Participant and such Participant
agrees,  for the benefit of the Borrower,  to comply with Section 3.13 as though
it were a Lender.

         (f) Any Lender may at any time pledge or assign a security  interest in
all or any portion of its rights under this Credit  Agreement  (including  under
its Revolving Note, if any) to secure obligations of such Lender,  including any
pledge or assignment to secure  obligations to a Federal Reserve Bank;  provided
that no such  pledge or  assignment  shall  release  such Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

         (g) As used herein, the following terms have the following meanings:

                  "Eligible  Assignee" means (a) a Lender; (b) an Affiliate of a
         Lender;  (c) an Approved  Fund;  and (d) any other Person (other than a
         natural  person)  approved  by (i)  the  Administrative  Agent  and the
         Issuing  Lender,  and (ii)  unless a Default or an Event of Default has
         occurred and is continuing,  the Borrower (each such approval not to be
         unreasonably  withheld or delayed);  provided that  notwithstanding the
         foregoing,  "Eligible  Assignee"  shall not include any Credit Party or
         any Affiliates or Subsidiary of any Credit Party.

                  "Fund" means any Person (other than a natural  person) that is
         (or will be)  engaged  in  making,  purchasing,  holding  or  otherwise
         investing in commercial  loans and similar  extensions of credit in the
         ordinary course of its business.

                  "Approved Fund" means any Fund that is administered or managed
         by (a) a Lender,  (b) an  Affiliate  of a Lender or (c) an entity or an
         Affiliate of an entity that administers or manages a Lender.

         (h)  Notwithstanding  anything to the contrary  contained  herein,  any
Lender  that is a Fund may create a security  interest  in all or any portion of
the Loans owing to it and the Revolving  Note, if any, held by it to the trustee
for holders of obligations owed, or securities  issued, by such Fund as security
for such obligations or securities,  provided that unless and until such trustee
actually  becomes  a Lender in  compliance  with the  other  provisions  of this
Section 11.7,  (i) no such pledge shall release the pledging  Lender from any of
its obligations  under the Credit  Documents and (ii) such  trustee shall not be
entitled to exercise  any of the rights of a Lender  under the Credit  Documents
even though such trustee may have acquired  ownership rights with respect to the
pledged interest through foreclosure or otherwise.
<PAGE>
         (i)  Notwithstanding  anything to the contrary  contained herein, if at
any time Bank of  America  assigns  all of its  Revolving  Commitment  and Loans
pursuant to subsection  (b) above,  Bank of America may, upon 30 days' notice to
the Borrower and the Lenders, resign as Issuing Lender. In the event of any such
resignation  as Issuing  Lender,  the Borrower shall be entitled to appoint from
among  the  Lenders  a  successor  Issuing  Lender  hereunder,  subject  to  the
acceptance of such  appointment  by such  successor  Issuing  Lender;  provided,
however,  that no failure by the  Borrower to appoint any such  successor  shall
affect the resignation of Bank of America as Issuing Lender.  If Bank of America
resigns as Issuing Lender, it shall retain all the rights and obligations of the
Issuing Lender hereunder with respect to all Letters of Credit outstanding as of
the effective date of its  resignation as Issuing Lender and all LOC Obligations
with respect  thereto  (including  the right to require the Lenders to make Base
Rate Loans or fund risk  participations  in  Unreimbursed  Amounts  pursuant  to
Section 2.2(c)). Unless and until a successor Issuing Lender is so appointed and
accepts such appointment, no new Letters of Credit shall be issued.

Section 11.8 Confidentiality.

         Each of the Administrative Agent and the Lenders agrees to maintain the
confidentiality  of the Information (as defined below),  except that Information
may be disclosed (a) to its and its Affiliates' directors,  officers,  employees
and agents,  including  accountants,  legal counsel and other advisors (it being
understood  that the Persons to whom such disclosure is made will be informed of
the  confidential  nature  of such  Information  and  instructed  to  keep  such
Information  confidential);  (b)  to the  extent  requested  by  any  regulatory
authority;  (c) to the extent  required by applicable  Laws or regulations or by
any  subpoena or similar  legal  process;  (d) to any other party to this Credit
Agreement;  (e) in connection with the exercise of any remedies hereunder or any
suit, action or proceeding  relating to this Credit Agreement or the enforcement
of  rights  hereunder;   (f)  subject  to  an  agreement  containing  provisions
substantially the same as those of this Section, to (i) any Eligible Assignee of
or Participant  in, or any prospective  Eligible  Assignee of or Participant in,
any of its rights or obligations  under this Credit Agreement or (ii) any direct
or  indirect  contractual  counterparty  or  prospective  counterparty  (or such
contractual counterparty's or prospective  counterparty's  professional advisor)
to any credit  derivative  transaction  relating  to  obligations  of the Credit
Parties;  (g)  with  the  consent  of  the  Borrower;  (h) to  the  extent  such
Information (i) becomes publicly available other than as a result of a breach of
this Section or (ii) becomes available to the Administrative Agent or any Lender
on a nonconfidential  basis from a source other than the Borrower; or (i) to the
National   Association   of  Insurance   Commissioners   or  any  other  similar
organization. In addition, the Administrative Agent and the Lenders may disclose
the  existence  of this  Credit  Agreement  and  information  about this  Credit
Agreement to market data  collectors,  similar service  providers to the lending
industry,  and service providers to the Administrative  Agent and the Lenders in
connection with the administration and management of this Credit Agreement,  the
other Credit Documents, the Revolving Commitments,  the Loans and the Letters of
Credit.  For the purposes of this Section,  "Information"  means all information
received  from any Credit Party  relating to any Credit  Party or its  business,
other than any such information that is available to the Administrative Agent or
any Lender on a  nonconfidential  basis prior to disclosure by any Credit Party;
provided that, in the case of information received from a Credit Party after the
date hereof,  such  information is clearly  identified in writing at the time of
delivery as confidential. Any Person required to maintain the confidentiality of
Information  as provided in this Section  shall be  considered  to have complied
with its  obligation  to do so if such Person has  exercised  the same degree of
care to maintain the  confidentiality  of such  Information as such Person would
accord to its own confidential information.

Section 11.9 Set-off.

         In addition to any rights and remedies of the Lenders  provided by law,
upon the  occurrence and during the  continuance  of any Event of Default,  each
Lender is authorized at any time and from time to time,  without prior notice to
the  Borrower or any other  Credit  Party,  any such notice  being waived by the
Borrower  (on its own behalf and on behalf of each Credit  Party) to the fullest
extent  permitted by law, to set off and apply any and all deposits  (general or
special,  time or demand,  provisional  or final) at any time held by, and other
indebtedness  at any time  owing by,  such  Lender  to or for the  credit or the
account of the respective  Credit Parties against any and all Obligations  owing
to such Lender  hereunder or under any other Credit  Document,  now or hereafter
existing, irrespective of whether or not the Administrative Agent or such Lender
shall have made demand under this Credit  Agreement or any other Credit Document
and although such Obligations may be contingent or unmatured or denominated in a
currency  different from that of the applicable  deposit or  indebtedness.  Each
Lender agrees promptly to notify the Borrower and the Administrative Agent after
any such set-off and application made by such Lender;  provided,  however,  that
the failure to give such notice  shall not affect the  validity of such  set-off
and application.

Section 11.10 Interest Rate Limitation.

         Notwithstanding  anything  to the  contrary  contained  in  any  Credit
Document,  the  interest  paid or agreed to be paid under the  Credit  Documents
shall  not  exceed  the  maximum  rate of  non-usurious  interest  permitted  by
applicable Law (the "Maximum Rate"). If the  Administrative  Agent or any Lender
shall receive  interest in an amount that exceeds the Maximum  Rate,  the excess
interest  shall be applied to the  principal of the Loans or, if it exceeds such
unpaid principal,  refunded to the Borrower. In determining whether the interest
contracted for,  charged,  or received by the  Administrative  Agent or a Lender
exceeds the Maximum Rate, such Person may, to the extent permitted by applicable
Law, (a) characterize  any payment that is not principal as an expense,  fee, or
premium rather than interest,  (b) exclude voluntary prepayments and the effects
thereof,  and (c) amortize,  prorate,  allocate,  and spread in equal or unequal
parts the total  amount of  interest  throughout  the  contemplated  term of the
Obligations hereunder.

Section 11.11 Counterparts.

         This Credit Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

Section 11.12 Integration.

         This  Credit  Agreement,  together  with the  other  Credit  Documents,
comprises  the complete and  integrated  agreement of the parties on the subject
matter hereof and thereof and
<PAGE>
supersedes all prior agreements, written or oral, on such subject matter. In the
event of any conflict  between the provisions of this Credit Agreement and those
of any other Credit  Document,  the  provisions of this Credit  Agreement  shall
control; provided that the inclusion of supplemental rights or remedies in favor
of the  Administrative  Agent or the Lenders in any other Credit  Document shall
not be deemed a conflict with this Credit  Agreement.  Each Credit  Document was
drafted with the joint participation of the respective parties thereto and shall
be construed neither against nor in favor of any party, but rather in accordance
with the fair meaning thereof.

Section 11.13 Survival of Representations and Warranties.

         All  representations  and  warranties  made  hereunder and in any other
Credit  Document or other document  delivered  pursuant  hereto or thereto or in
connection herewith or therewith shall survive the execution and delivery hereof
and thereof.  Such  representations  and warranties  have been or will be relied
upon  by  the   Administrative   Agent  and  each  Lender,   regardless  of  any
investigation made by the Administrative  Agent or any Lender or on their behalf
and  notwithstanding  that the  Administrative  Agent or any Lender may have had
notice or  knowledge  of any  Default at the time of any Credit  Extension,  and
shall  continue  in full  force  and  effect  as long as any  Loan or any  other
Obligation  hereunder shall remain unpaid or unsatisfied or any Letter of Credit
shall remain outstanding.

Section 11.14 Severability.

         If any provision of this Credit Agreement or the other Credit Documents
is held to be illegal, invalid or unenforceable,  (a) the legality, validity and
enforceability  of the  remaining  provisions  of this Credit  Agreement and the
other  Credit  Documents  shall not be affected or impaired  thereby and (b) the
parties  shall  endeavor  in good faith  negotiations  to replace  the  illegal,
invalid or unenforceable provisions with valid provisions the economic effect of
which  comes  as  close  as  possible  to  that  of  the  illegal,   invalid  or
unenforceable  provisions.  The  invalidity  of  a  provision  in  a  particular
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

Section 11.15 Governing Law.

         (a) THIS  CREDIT  AGREEMENT  SHALL BE  GOVERNED  BY, AND  CONSTRUED  IN
ACCORDANCE  WITH, the LAW OF THE STATE OF NEW YORK applicable to agreements made
and to be performed entirely within such State; PROVIDED THAT THE ADMINISTRATIVE
Agent AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

         (b) ANY  LEGAL  ACTION  OR  PROCEEDING  WITH  RESPECT  TO  THIS  CREDIT
AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE
OF NEW YORK  SITTING IN NEW YORK CITY OR OF THE UNITED  STATES FOR THE  SOUTHERN
DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS CREDIT  AGREEMENT,
THE CREDIT  PARTIES,  THE  ADMINISTRATIVE  Agent AND EACH LENDER  CONSENTS,  FOR
ITSELF AND IN RESPECT OF ITS  PROPERTY,  TO THE  NON-EXCLUSIVE  JURISDICTION  OF
THOSE  COURTS.  THE CREDIT  PARTIES,  THE  ADMINISTRATIVE  Agent AND EACH LENDER
IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE
OR BASED ON THE GROUNDS OF FORUM NON  CONVENIENS,  WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT
OF ANY CREDIT DOCUMENT OR OTHER DOCUMENT  RELATED  THERETO.  THE CREDIT PARTIES,
THE ADMINISTRATIVE Agent AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS,
COMPLAINT OR OTHER  PROCESS,  WHICH MAY BE MADE BY ANY OTHER MEANS  PERMITTED BY
THE LAW OF SUCH STATE.

Section 11.16 Waiver of Right to Trial by Jury.

         EACH PARTY TO THIS CREDIT  AGREEMENT  HEREBY EXPRESSLY WAIVES ANY RIGHT
TO TRIAL BY JURY OF ANY CLAIM,  DEMAND,  ACTION OR CAUSE OF ACTION ARISING UNDER
ANY CREDIT DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS  OF THE  PARTIES  HERETO  OR ANY OF THEM  WITH  RESPECT  TO ANY  CREDIT
DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING
OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE;  AND
EACH PARTY HEREBY  AGREES AND CONSENTS  THAT ANY SUCH CLAIM,  DEMAND,  ACTION OR
CAUSE OF ACTION  SHALL BE DECIDED BY COURT  TRIAL  WITHOUT A JURY,  AND THAT ANY
PARTY TO THIS CREDIT  AGREEMENT  MAY FILE AN ORIGINAL  COUNTERPART  OR A COPY OF
THIS  SECTION WITH  ANY  COURT  AS  WRITTEN  EVIDENCE  OF  THE  CONSENT  OF  THE
SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


                         [Signatures on Following Pages]

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


BORROWER:              CNL RETIREMENT PARTNERS, LP

                       By: CNL Retirement GP CORP., its general partner

                              By:/s/ Stuart J. Beebe
                              Name:Stuart J. Beebe
                              Title: Executive Vice President

REIT:                  CNL RETIREMENT PROPERTIES, INC.


                              By:/s/ Stuart J. Beebe
                              Name:Stuart J. Beebe
                              Title: Executive Vice President

GUARANTOR:             CNL RETIREMENT TRS, CORP.

                              By:/s/ Stuart J. Beebe
                              Name:Stuart J. Beebe
                              Title: Executive Vice President

PARENTS OF BORROWER:   CNL RETIREMENT GP CORP.

                              By:/s/ Stuart J. Beebe
                              Name:Stuart J. Beebe
                              Title: Executive Vice President

                       CNL RETIREMENT LP CORP.

                              By:/s/ Stuart J. Beebe
                              Name:Stuart J. Beebe
                              Title: Executive Vice President


<PAGE>
SUBSIDIARY GUARANTORS: CNL RETIREMENT PC1 GP Holding, LLC

                              By:/s/ Stuart J. Beebe
                              Name:Stuart J. Beebe
                              Title: Executive Vice President


                       CNL RETIREMENT PC1 GP NAPLES FL, LLC

                              By:/s/ Stuart J. Beebe
                              Name:Stuart J. Beebe
                              Title: Executive Vice President

                       CNL RETIREMENT PC1 GP VENICE FL, LLC

                              By:/s/ Stuart J. Beebe
                              Name:Stuart J. Beebe
                              Title: Executive Vice President

                       CNL RETIREMENT PC1 GP, LLC

                              By:/s/ Stuart J. Beebe
                              Name:Stuart J. Beebe
                              Title: Executive Vice President

                       CNL RETIREMENT PC1 NAPLES FL, LP

                             By: CNL RETIREMENT PC1 GP NAPLES FL, LLC,
                                 its general  partner

                                 By:/s/ Stuart J. Beebe
                                 Name:Stuart J. Beebe
                                 Title: Executive Vice President

<PAGE>

                       CNL RETIREMENT PC1 VENICE FL, LP

                              By: CNL RETIREMENT PC1 GP VENICE FL, LLC,
                                  its general  partner

                                  By:/s/ Stuart J. Beebe
                                  Name:Stuart J. Beebe
                                  Title: Executive Vice President


                       CNL RETIREMENT PC1, LP

                              By: CNL RETIREMENT PC1 GP, LLC,
                                  its general  partner

                                  By:/s/ Stuart J. Beebe
                                  Name:Stuart J. Beebe
                                  Title: Executive Vice President


                       CNL RETIREMENT PC1 NEW JERSEY, LP

                              By: CNL RETIREMENT PC1 GP, LLC,
                                  its general  partner

                                  By:/s/ Stuart J. Beebe
                                  Name:Stuart J. Beebe
                                  Title: Executive Vice President


                       CNL RETIREMENT PC1 FRIENDSHIP HEIGHTS MD, LP

                             By: CNL RETIREMENT PC1 GP, LLC,
                                 its general  partner

                                 By:/s/ Stuart J. Beebe
                                 Name:Stuart J. Beebe
                                 Title: Executive Vice President
<PAGE>

                       CNL RETIREMENT PC1 NORTH CAROLINA, LP

                             By: CNL RETIREMENT PC1 GP, LLC,
                                 its general  partner

                                 By:/s/ Stuart J. Beebe
                                 Name:Stuart J. Beebe
                                 Title: Executive Vice President

                       CNL RETIREMENT PC1 STAMFORD CT, LP

                            By: CNL RETIREMENT PC1 GP, LLC,
                                its general  partner

                                By:/s/ Stuart J. Beebe
                                Name:Stuart J. Beebe
                                Title: Executive Vice President


                       CNL RETIREMENT PC1 BUCKHEAD GA, LP

                           By: CNL RETIREMENT PC1 GP, LLC,
                               its general  partner

                               By:/s/ Stuart J. Beebe
                               Name:Stuart J. Beebe
                               Title: Executive Vice President


                       CNL RETIREMENT PC1 BRENTWOOD TN, LP

                           By:  CNL RETIREMENT TRS, CORP.,
                                its general  partner

                                By:/s/ Stuart J. Beebe
                                Name:Stuart J. Beebe
                                Title: Executive Vice President



<PAGE>
                                         Bank of America, N.A., as
                                         Administrative Agent

                                         By:/s/ Kevin Wagley
                                         Name: Kevin Wagley
                                         Title: Principal

                                         Bank of America, N.A., as a Lender
                                         and Issuing Lender

                                         By:/s/ Kevin Wagley
                                         Name: Kevin Wagley
                                         Title: Principal

                                         WACHOVIA BANK NATIONAL ASSOCIATION

                                         By: /s/ Rex E. Rudy
                                         Name:  Rex E. Rudy
                                         Title: Director

                                         GENERAL ELECTRIC CAPITAL CORPORATION

                                         By:/s/ Jeffrey M. Muchmore
                                         Name: Jeffrey M. Muchmore
                                         Title:  Vice President

                                         COLONIAL BANK

                                         By:/s/ H.E. Davis
                                         Name: H.E. Davis
                                         Title: President, Central Fla. Region


                                         REGIONS BANK

                                         By: /s/ Anthony D. Nigro
                                         Name: Anthony D. Nigro
                                         Title: Senior Vice President