BALANCED CARE CORP
FORM OF HCR LEASEHOLD DEED OF TRUST
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>11
<FILENAME>w44671ex10-10.txt
<DESCRIPTION>FORM OF HCR LEASEHOLD DEED OF TRUST
<TEXT>

<PAGE>   1

Exhibit 10.10

                                                        The maximum principal
                                                        indebtedness for
                                                        Tennessee recording
                                                        purposes is $[       ].




                                     Form of
                             LEASEHOLD DEED OF TRUST

              THIS INSTRUMENT IS INTENDED TO SECURE FUTURE ADVANCES

        NOTICE PURSUANT TO SECTION 47-28-104 OF TENNESSEE CODE ANNOTATED:

                  This Deed of Trust is for "commercial purposes" and secures
future advances which may be "Obligatory Advances" as defined in Section
47-28-101(a)(6) of the Tennessee Code Annotated. The priority of all advances
made under this Deed of Trust relates back to the time of initial recording of
this Deed of Trust, and the lien of all such advances is prior and superior to
the lien of any encumbrance or conveyance arising or recorded subsequent to the
recording of this Deed of Trust.

                  THIS LEASEHOLD DEED OF TRUST (the "Deed of Trust") is made
effective as of October 31, 2000 (the "Effective Date") by FINANCIAL CARE
INVESTORS OF [          ], LLC, a limited liability company organized under the
laws of the State of Delaware ("Tenant"), having its chief executive office at
1215 Manor Drive, Mechanicsburg, Pennsylvania 17055, to TENNESSEE VALLEY TITLE
INSURANCE CO., AS TRUSTEE ("Trustee"), having an address of 800 South Gay
Street, Suite 1500, Knoxville, Tennessee 37929-1500, for the benefit of HEALTH
CARE REIT, INC., a corporation organized under the laws of the State of Delaware
("Lender"), having its principal office at One SeaGate, Suite 1500, P. O. Box
1475, Toledo, Ohio 43603-1475, and HCN BCC HOLDINGS, , INC., a corporation
organized under the laws of the State of Delaware ("Landlord"), having its
principal office at One SeaGate, Suite 1500, P. O. Box 1475, Toledo, Ohio
43603-1475.

                  In consideration of the loan advances described in Article 2
made or to be made by Lender to Tenant and other good and valuable
consideration, the receipt and sufficiency of which



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are hereby acknowledged, Tenant has executed and delivered this Deed of Trust
and by these presents does mortgage, warrant, grant, transfer and convey to
Lender and to its successors and assigns, forever all of Tenant's right, title,
and interest to and under the following property which Tenant now owns or may
hereafter acquire:

                  1. The leasehold estate of Tenant in the real property
described on Exhibit A attached hereto and made a part hereof ("Real Property")
which is subject to the Lease Agreement dated as of September 22, 1998 by and
between Landlord (an affiliate of Lender) and Tenant, as amended by a First
Amendment to Lease dated as of September 30, 1999, and as further amended from
time to time (the "Lease") for the operation of the facility located on the Real
Property ("Improvements"), together with all options to purchase or lease said
Real Property or any portion of or interest in that Real Property, all
modifications, extensions and renewals of the Lease and all rights to renew,
cancel, modify or terminate the Lease or extend the term of the Lease and all
options, privileges and rights granted Tenant under the Lease. The Real Property
and Improvements are collectively referred to as the "Property".

                  TO HAVE AND TO HOLD the same with all of the rights,
privileges and appurtenances thereto belonging unto Lender, its successors and
assigns forever in accordance with the terms and conditions set forth herein.

                              ARTICLE 1: WARRANTIES

Tenant covenants with Lender and its successors and assigns that the Lease is in
all respect valid and in full force and effect, that Tenant is not in default
under any of the terms and provisions thereof, that Tenant has no knowledge of,
nor has received any notice from the Landlord of any default under the Lease,
that no controversy exists involving any claim of default under the Lease.

                               ARTICLE 2: PURPOSES

2.1 Secured Obligations. This Deed of Trust secures performance of the following
obligations (the "Secured Obligations") of Tenant:

2.1.1 Payment of Credit Extended.

         (a) The payment of the indebtedness of Balanced Care Corporation to
Lender in the original principal amount of


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$900,000.00, plus interest on the unpaid balance thereof, which indebtedness is
evidenced by a note made by Balanced Care Corporation in favor of Lender with a
maturity date of the earlier of [i] the date on which Tenant acquires fee simple
title to the Property pursuant to the Option to Purchase under the Lease; or
[ii] November 1, 2008 ("BCC Note"), and any extensions, modifications,
substitutions or renewals of the indebtedness or the BCC Note.

         (b) The payment of the indebtedness of Tenant to Landlord in the
original principal amount of $[            ], or so much thereof as shall have
been advanced to Tenant, plus interest on the unpaid balance thereof, which
indebtedness is evidenced by an Amended and Restated Note made by Tenant in
favor of Landlord with a maturity date of the earlier of [i] the date on which
Tenant acquires fee simple title to the Property pursuant to the Option to
Purchase under the Lease; or [ii] November 1, 2008 ("Tenant Note") and any
extensions, modifications, substitutions or renewals of the indebtedness or the
Tenant Note. The BCC Note and the Tenant Note may be collectively called the
"Note".

2.1.2 Obligations Under Loan Documents. The performance of all obligations of
Tenant under the Loan Agreement (defined in Section 2.2.1), the Note, this Deed
of Trust and all other documents executed by Tenant or its affiliates in
connection therewith, any extensions, modifications or renewals thereof, and any
documents executed in substitution therefor (collectively, the "Loan
Documents").

2.1.3 Advances to Protect Property. The payment of unpaid balances of all
advances made by Lender for the payment of taxes, assessments, insurance
premiums, or costs incurred for the protection of the Property if paid by Lender
in accordance with the terms of the Lease.

2.1.4 Future Advances. The payment of any unpaid balances of loan advances which
Lender may make or may be obligated to make under this Deed of Trust or the Loan
Agreement at any time after this Deed of Trust is delivered to the recorder for
record to the extent that the total unpaid loan indebtedness, exclusive of
interest thereon, does not exceed the maximum amount of $[ ] which may be
outstanding at any time and from time to time.

2.2 Open-End Mortgage. This Deed of Trust is executed pursuant to, and is
intended by the parties to be subject to, the applicable provisions of the Loan
Agreement. It is expressly understood and acknowledged by Tenant that this Deed
of Trust is intended to secure future advances of principal by Lender made


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after this Deed of Trust is left for record. In addition, notwithstanding any
provision hereof regarding the maximum principal indebtedness secured hereby,
Tenant acknowledges and agrees that additional amounts advanced by Lender to
repair or protect the Property as provided herein shall be deemed to constitute
additional advances secured by the lien of this Deed of Trust.

2.2.1 Loan Agreement. This Deed of Trust is subject to a certain Loan Agreement
("Loan Agreement") executed by Tenant and Landlord dated as of September 22,
1998, as amended by a First Amendment to Loan Agreement dated as of September
22, 1999, as amended and restated by a Second Amended and Restated Loan
Agreement of even date, and as further amended from time to time. The Loan
Agreement sets forth, among other things, the terms and conditions under which
Lender is obligated to advance up to the full amount of the Note and may make
non-obligatory advances, all of which are secured by this Deed of Trust. The
Loan Agreement is hereby incorporated herein and made a part hereof as though
fully rewritten herein, including the defined terms. No defenses, offsets, or
counterclaims available to Tenant arising out of the Loan Agreement or Note
shall be valid or effective against any transferee of this Deed of Trust or the
Note or its successors or assigns after this Deed of Trust and the Note are
collaterally assigned by Lender to one or more transferees who are providing
financing to Lender, and Tenant hereby expressly waives all such defenses,
offsets, or counterclaims to that extent. A copy of the Loan Agreement is
maintained at the offices of Lender and may be inspected by interested persons.

2.3 Interpretation. This Deed of Trust form is and shall be construed
accordingly to reflect the fact that the credit giving rise to the Secured
Obligations would not have been extended by Lender but for the security provided
by this Deed of Trust. Where the sense requires it, the singular may be read as
the plural or the reverse and any gender may be read as any other gender.

                              ARTICLE 3: COVENANTS

3.1 Obligations. Tenant shall pay and perform all Secured Obligations when due
and required.

3.2 Lease.

3.2.1 Tenant agrees to keep and perform all obligations of the tenant under the
Lease. Tenant agrees not to commit or permit any breach of the Lease. If Tenant
shall default at the performance of any obligations of the Lease beyond
applicable cure periods, if


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any, Lender may, at its option and after written notice to and receipt of
consent from Landlord, with or without notice to Tenant, take any action
necessary or desirable to cure the default. Tenant authorizes Lender to enter
upon the Real Property for that purpose.

3.2.2 Tenant agrees to give immediate written notice to Lender of any default
under the Lease within Tenant's knowledge, or the receipt by Tenant of any
notice of default from Landlord and to furnish to Lender all information that
Lender may request concerning the performance by Tenant of obligations of the
tenant under the Lease.

3.2.3 Lender does not assume, nor shall it be deemed to have assumed or
otherwise be responsible for, performance of any of the obligations of Tenant as
Lessee under the Lease.

3.2.4 Tenant agrees that as long as this Deed of Trust is in effect, there shall
be no merger of the Lease with the fee estate of the Real Property, by reason of
the fact that the Lease may be held directly or indirectly by or for the account
of any person who shall hold the fee interest in all or part of the Real
Property or any interest of the Landlord under the Lease. In the event Tenant
acquires the fee title or any other interest in the Real Property covered by the
Lease, unless Tenant furnishes to Lender evidence reasonably satisfactory to
Lender that the leasehold estate and the fee estate have not merged and the
Lease retains priority over any encumbrances on the fee interest or other
interest in the Real Property (or that there are no such encumbrances), this
Deed of Trust will attach to and cover and be a lien upon the fee title or such
other interest so acquired and the fee title or other interest shall, without
further assignment, mortgage or conveyance, become subject to the lien of this
Deed of Trust.

3.2.5 Except as otherwise set forth in the Lease, so long as this Deed of Trust
is in effect, Tenant agrees that no surrender or termination of the Lease, in
whole or in part, shall be valid or effective.

3.2.6 Tenant agrees that if the Lease is terminated prior to the expiration of
its term by reason of Tenant's default, and if, pursuant to any provision of the
Lease, or otherwise, Lender or its designee shall acquire, from Landlord, a new
lease of the fee interest of the Property or any part of the Property, Tenant
shall have no right, title or interest in the new lease.


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3.2.7 Tenant agrees that if any action or proceeding shall be instituted to
evict Tenant or to recover possession of the Property or for any other purpose
affecting the Lease or this Deed of Trust, Tenant will immediately deliver to
Lender true copies of the complaint, summons, and all other pleadings and papers
received by Tenant.

3.2.8 Tenant shall pay, or reimburse Lender for, all sales taxes, intangible
taxes, mortgage taxes, gross receipts taxes, documentary stamp taxes, mortgage
assignment taxes, transfer taxes and similar taxes imposed on Lender relating to
the Secured Obligations, Note, this Deed of Trust, or the indebtedness secured
by this Deed of Trust. At the direction of Lender, Tenant shall pay or reimburse
Lender for such taxes 30 days after Lender gives notice to Tenant.

3.3 Insurance. Tenant shall furnish to Lender copies of all insurance policies,
certificates and other evidence of insurance required under the Lease on or
before the dates provided in the Lease and with those policies, certificates or
other evidence of insurance are required to be furnished to the Landlord under
the Lease.

3.4 Funds for Impositions and Insurance.

3.4.1 After an Event of Default and with the written consent of Landlord, Tenant
shall pay to Lender a sum (called "Funds") equal to one-twelfth of the yearly
payments for Impositions and insurance on the Property, as may be reasonably
estimated by Lender, together with the monthly payments to be made under the
Note. The Funds paid to Lender shall be used to make the specified payments and
as additional security for the Secured Obligations.

3.4.2 The Funds shall be deposited by Lender with an institution the deposits or
accounts of which are insured or guaranteed by federal or state agency, and
shall not be deemed to be funds held in trust, and may be held with the general
funds of such depository. The funds shall be placed in an interest-bearing
account. All interest thereon shall be considered "Funds".

3.4.3 If the amount of the Funds held by Lender together with future monthly
installments of Funds payable prior to the due dates of the Impositions and the
insurance on the Property shall not be sufficient to make payments as they fall
due, Tenant shall pay to Lender the amount necessary to pay the deficiency
within 10 days after the date from which Lender gives notice requesting payment
thereof.


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3.4.4 Upon performance in full of the Secured Obligations, Lender shall promptly
refund to Tenant any Funds held by Lender.

3.4.5 If the Property is sold or acquired by Lender, Lender shall apply any
Funds then held by Lender as a credit against the Secured Obligations.

3.4.6 Lender has the right to make payments for which it is holding Funds, and
at its election, to make other payments required to be made by Tenant.

3.5 Application of Payments. All payments and proceeds of sale received by
Lender under this Deed of Trust shall be credited as set forth in the Note.

3.6 Charges and Liens. Except to the extent Tenant makes payments therefor under
Section 3.4 and except for items being contested in good faith in compliance
with the requirements of the Loan Agreement, Tenant shall promptly pay before
delinquent taxes, assessments, levies, and any other charges which have or may
become a lien on any of the Property.

3.7 Preservation of Property. Subject to the terms of the Lease, Tenant shall
keep the Property in good repair, and shall neither commit waste nor permit
impairment or deterioration of the Property.

3.8 Protection of Security. If Tenant fails to perform Tenant's agreements under
this Deed of Trust or if any action or proceeding is commenced which materially
affects Lender's interest in the Property, including, without limit, any
proceeding concerning eminent domain, insolvency, any decedent, or enforcement
of any ordinance, legislation, or regulation, then Lender is authorized to make
such appearances, disburse such sums, and take such action that Lender
reasonably determines is necessary or desirable to protect the Property and
Lender's interest therein, including, without limit, the disbursement of sums
for payment of reasonable attorneys' fees, taxes, assessments, insurance
premiums, costs incurred for the protection of the Property, and the entry upon
the Property to make repairs.

3.9 Inspection. After reasonable notice to Tenant, Lender or any person
authorized by Lender may enter upon and inspect any of the Property at all
reasonable times.

3.10 Eminent Domain. If the Property or any part thereof becomes the subject of
any proceeding ("Condemnation") for the taking of property or any conveyance in
lieu thereof, the provisions set


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forth in the Lease regarding Condemnation shall prevail in the event that there
are any proceeds paid to Tenant as a result of a Condemnation. After the payment
of any amount due to Landlord under the Lease, the balance of the Condemnation
proceeds shall be paid or caused to be paid by Tenant to Lender to be applied to
the payment of principal under the Note, up to the outstanding amount of Secured
Obligations, and Tenant hereby directs such payment to be made directly to
Lender and hereby assigns to Lender Tenant's right thereto.

3.10.1 Payment Pending Restoration. Tenant's obligation to make payment on
Secured Obligations shall not abate pending any repair or restoration of the
Property due to the Condemnation. In addition, Tenant shall reimburse Lender,
within 10 days after demand, for all reasonable costs, expenses, and fees
(including architect and engineer fees) incurred by Lender in connection with
any repair or restoration of the Property due to the Condemnation.

3.10.2 Condemnation Proceeds Not Trust Funds. Notwithstanding anything in this
Deed of Trust or at law or equity to the contrary, none of the Proceeds paid to
Lender shall be deemed trust funds, and Lender shall be entitled to dispose of
such proceeds as provided in this Section 3.10. Tenant expressly assumes all
risk of loss, including a decrease in the use, enjoyment, or value, of the
Property from any Condemnation.

3.11 Other Mortgages and Liens.

3.11.1 Prior Mortgages. If any of the Property is subject or becomes subject to
a lien prior to the lien of this Deed of Trust, the following provisions shall
apply:

         [i] Tenant shall pay when due all amounts required to be paid under any
obligation secured by a prior lien and shall otherwise perform all of the
obligations of Tenant hereunder.

         [ii] Tenant shall not request, accept, or permit payment to Tenant of
any loan amount or disbursement the repayment of which is secured by any prior
deed of trust mortgage without prior express written consent from Lender.

         [iii] Tenant shall be in compliance with Sectoions 3.3 and 3.4 if
Tenant pays the Impositions and maintains the insurance coverage required under
any prior deed of trust or mortgage to which Lender has expressly consented.

         [iv] A default in any prior deed of trust or mortgage shall be a
default under this Deed of Trust.


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         [v] Lender may cure any defaults of Tenant under any prior Deed of
Trust or Mortgage or pay, in whole or in part, any prior lien. To the extent of
such payments, Lender shall be subrogated to the rights and lien of the prior
lien; however, any prior lien rights to which Lender may become subrogated shall
not merge with the lien of this Deed of Trust.

3.11.2 No Merger of Liens. Lender may at any time during the term of this Deed
of Trust hold more than one lien against the Property or any part thereof. All
such liens held by Lender shall remain separate and distinct from each other and
each shall retain its individual priority and shall not merge with any other
lien held by Lender, unless and until Lender executes and records an instrument
expressly merging any such liens. If a default in this Deed of Trust occurs,
Lender may foreclose upon any lien against the Property held by it in such order
and at such times as Lender may elect. If Lender acquires title to the Property
other than through foreclosure of this Deed of Trust, the lien of this Deed of
Trust shall continue and shall not merge with Lender's title to the Property.

3.11.3 No Consent. Nothing in this Section 3.11 shall be construed to mean that
Lender consents to any lien prior to the lien of this Deed of Trust.

3.12 Advances and Default Rate. Any payment made by Lender that Lender has the
right to make under any term of this Deed of Trust (except for payments from
Funds for which Funds have been deposited by Tenant) and expenses incurred and
payments made by Lender in taking action authorized by this Deed of Trust shall
be indebtedness of Tenant secured by this Deed of Trust, shall be payable upon
demand, shall bear interest at the Default Rate (as defined in the Note) from
the date of disbursement, and shall be deemed advances under subsections 2.1.3
and 2.1.4.

3.13 Damage, Destruction and Rebuilding. In the event of a casualty, as
hereinafter defined, Tenant shall comply with the terms of the Lease. In the
event the Lease is not in effect, the following provisions shall apply:

3.13.1 Notice of Casualty. If the Property, or any part thereof, shall be
destroyed, in whole or in part, or damaged by fire, flood, windstorm or other
casualty (a "Casualty"), Tenant shall give written notice thereof to Lender
within one business day after the occurrence of the Casualty. Within 15 days
after the occurrence of the Casualty, Tenant shall provide the following
information to Lender: [i] the date of the Casualty; [ii] the nature of the
Casualty; [iii] a description of the damage or



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destruction caused by the Casualty, including the type of Property damaged and
the area of the Improvements damaged; [iv] a preliminary estimate of the cost to
repair, rebuild, restore or replace the Property; [v] a preliminary estimate of
the schedule to complete the repair, rebuilding, restoration or replacement of
the Property; [vi] a description of the anticipated property insurance claim,
including the name of the insurer, the insurance coverage limits, the deductible
amount, the expected settlement amount, and the expected settlement date; and
[vii] a description of the business interruption claim, including the name of
the insurer, the insurance coverage limits, the deductible amount, the expected
settlement amount, and the expected settlement date. Within five days after
request from Lender, Tenant will provide Lender with copies of all
correspondence to the insurer and any other information reasonably requested by
Lender.

3.13.2 Application of Insurance Proceeds. Provided Lender has obtained the prior
written approval of Landlord, Lender may elect either to [i] require the Tenant
to rebuild or repair the Property according to plans and specifications approved
in writing by Lender and upon such conditions as Lender may reasonably require;
or [ii] apply the net proceeds of insurance against the Secured Obligations to
be credited as set forth in the Note. Notwithstanding the foregoing, if the
amount of insurance proceeds does not exceed $250,000.00 and there is no
existing uncured Event of Default hereunder, Tenant shall have the right to
require that the proceeds be applied to the restoration of the Property which
shall be upon such conditions as Lender may require. All net proceeds of
insurance policies resulting from claims for casualty to the Property or any
element thereof shall be paid to and held by Lender subject to the provisions of
this Deed of Trust.

3.13.3 Repair. In the event Lender elects to have the Property rebuilt or
repaired [i] the Tenant shall promptly repair or rebuild the Property in a good
and workmanlike manner, in compliance with all laws and regulations, and in
accordance with plans and specifications, construction budget and construction
schedule approved by Lender; and [ii] Lender shall apply so much of the net
proceeds of such insurance as may be necessary to pay or reimburse the costs of
such repair or rebuilding, either on completion thereof or as the work
progresses.

3.13.4 Insufficient Proceeds. If the proceeds of any insurance settlement are
not sufficient to pay the costs of such repair, rebuilding or restoration in
full, Tenant shall deposit with Lender at Lender's option, and within 10 days of
Lender's request, an amount not to exceed the then outstanding principal
indebtedness secured hereby. Tenant shall not, by reason of the



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deposit or payment, be entitled to any reimbursement from Lender or diminution
in or postponement of the payments to Lender on the Note.

3.13.5 No Abatement; Expenses. Tenant's obligation to make payments on Secured
Obligations shall not abate pending the repairs or rebuilding of the Property.
Tenant shall pay the costs, expenses and fees of any architect or engineer
employed by Lender to review any plans and specifications and to supervise and
approve the repairs or rebuilding of the Property.

3.13.6 Not Trust Funds. Notwithstanding anything herein or at law or equity to
the contrary, none of the insurance proceeds paid to Lender as herein provided
shall be deemed trust funds, and Lender shall be entitled to dispose of such
proceeds as provided in this Section 3.13. Tenant expressly assumes all risk of
loss, including a decrease in the use, enjoyment or value, of the Project from
any casualty whatsoever, whether or not insurable or insured against.

                 ARTICLE 4: TRANSFER OF THE PROPERTY; ASSUMPTION

4.1 Tenant's Successors. This Deed of Trust shall be binding upon Tenant's
successors and assigns and shall be binding upon and inure to the benefit of
Lender and its successors and assigns; however, Tenant may neither assign
Tenant's rights under this Deed of Trust nor delegate Tenant's duties under this
Deed of Trust without the express written consent of Lender.

4.2 No Transfer. Except for transfers made in connection with Permitted Liens
(as defined in the Loan Agreement), Tenant shall not sell, lease, grant a lien
on or security interest in, or otherwise transfer or encumber all or any part of
the Property or any legal or equitable interests therein without the prior
written consent of Lender.

4.3 No Release of Tenant. No sale, transfer, or encumbrance of the Property or
of Tenant's rights under this Deed of Trust and the Note and no delegation of
Secured Obligations under this Deed of Trust or any other Secured Obligations
shall release Tenant from liability for any Secured Obligations unless: [i]
Lender and such transferee or delegee agree in writing that such transferee or
delegee is satisfactory to Lender and that such transferee or delegee shall
perform the Secured Obligations and pay such interest thereon as Lender may
request, and [ii] Lender delivers to Tenant a written release.


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                              ARTICLE 5: [RESERVED]

                 ARTICLE 6: DEFAULT, ACCELERATION, AND REMEDIES

6.1 Event of Default. The occurrence of any Event of Default under a Loan
Document or the Lease shall constitute an Event of Default under this Deed of
Trust.

6.2 Rights and Remedies Upon Default. Whenever any Event of Default occurs,
subject to the prior rights of Landlord and with Landlord's prior written
consent, Lender may take any one or more of the following remedial steps
concurrently or successively in addition to any other remedies under the Loan
Documents, at law or in equity, to the extent permitted by applicable law.

6.2.1 Lender may enter and take possession of the Property without terminating
this Deed of Trust, and complete construction of the Improvements (or any part
thereof) and perform the obligations of Tenant under the Loan Documents.

6.2.2 The Property may be sold by private sale without judicial process or
appraisal (the same being hereby waived) upon 10 days' notice to Tenant or such
longer time period as may be required by law and, by such sale, foreclose
Tenant's equity of redemption in the Property completely and as effectively as
through an action to foreclose, the same being hereby waived.

6.2.3 Lender may foreclose this Deed of Trust or accept delivery of a deed in
lieu of foreclosure. In any foreclosure or sale, the Property may be sold in one
or more parcels, lots, or groups (including mixtures of personal and real
property, or separately, any provision of law to the contrary notwithstanding)
and, to the extent permitted by law, Lender shall be under no obligation either
to marshal any assets of the Tenant or to marshal any portions of the Property.

6.2.4 Lender may sue Tenant directly to collect any monies then due and may take
any action at law or equity (including bringing an action for a mandatory
injunction, restraining order or specific performance) to enforce performance of
the Secured Obligations.

6.2.5 For any security in which no interest arises under real estate law, Lender
may exercise its rights as a secured party under Article 9 of the Uniform
Commercial Code. Tenant agrees that a commercially reasonable manner of
disposition of the Property subject to security interests under Article 9 shall
include, without limitation and at the option of Lender, the sale


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of the Property in whole or in part, concurrently with the foreclosure sale of
the Property in accordance with the provisions of this Deed of Trust.

6.2.6 Lender may terminate its obligation to disburse loan proceeds.

6.2.7 Lender may, and is hereby authorized by Tenant, at any time or from time
to time, to the fullest extent permitted by law, without advance notice to
Tenant (any such notice being expressly waived by Tenant) to set-off and apply
any and all sums held by Lender, any indebtedness of Lender to Tenant, any and
all claims by Tenant against Lender, against any obligations of Tenant
hereunder, whether or not such obligations or claims of Tenant are matured and
whether or not Lender has exercised any other remedies hereunder.

6.2.8 In any action or proceeding to foreclose this Deed of Trust, or upon
actual or threatened waste to any part of the Property, Lender may apply,
without notice to Tenant, for the appointment of a receiver ("Receiver") of the
Property. Unless prohibited by law, such appointment may be made either before
or after sale, without notice, without regard to the solvency or insolvency of
Tenant at the time of application for such Receiver and without regard to the
then value of the Property, and Lender may be appointed as Receiver. The
Receiver shall have the power to collect the rents, issues and profits of the
Property during the pendency of the foreclosure and, in case of a sale and
deficiency during the full statutory period of redemption, whether there be
redemption or not, as well as during any future times, if any, when Tenant,
except for the intervention of such Receiver, would be entitled to collect such
rents, issues and profits, and all other powers which may be necessary or are
usual in such cases for the protection, possession, control, management and
operation of the Property during the whole of said proceeding. All sums of money
received by the Receiver from such rents and income, after deducting therefrom
the reasonable charges and expenses paid or incurred in connection with the
collection and disbursement thereof, shall be applied to the payment of the
Secured Obligations or applied to remedy any default hereunder as Lender may
direct. Tenant, if requested to do so, will consent to the appointment of any
such Receiver as aforesaid.

6.2.9 Lender may take any other action which Lender is entitled to take under
any law, equity, or the Loan Documents.

6.2.10 Lender may, at its option, but without any obligation so to do, and
without waiving or releasing Tenant from any of the


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<PAGE>   14

agreements and covenants in the Loan Documents, pay any sum or perform any act
or take such action as Lender may deem necessary or desirable in order to
protect the lien of this Deed of Trust, the Property or otherwise in the sole
discretion of Lender. Tenant hereby grants to Lender, and agrees that Lender
shall have, after the occurrence of one or more Events of Default, the absolute
and immediate right to enter in and upon the Property or any part thereof to
such extent and as often as Lender, in its sole discretion, deems necessary or
desirable for such purpose. Lender may pay and expend such sums of money as it
may, in its sole discretion, deem necessary for the purposes stated herein.
Tenant hereby agrees to pay to Lender, on demand, all such sums so paid or
expended by Lender, together with interest thereon from the date of each such
payment or expenditure at the default rate specified in the Note.

6.3 Sale of Property. Subject to the prior rights of Landlord and with
Landlord's prior written consent, the following provisions apply to any sale of
the Property pursuant to this Article 6 or pursuant to any judicial proceeding.

6.3.1 Receipt Sufficient Discharge for Purchaser. The receipt of the court
officer or other person conducting any such sale for the purchase money paid at
any such sale shall be sufficient discharge thereof to any purchaser of the
Property, or any part thereof, sold as aforesaid. No such purchaser or his
representatives, grantees or assigns, after paying such purchase money and
receiving such receipt, shall be bound to see to the application of such
purchase money upon or for purpose of this Deed of Trust, or shall be answerable
in any matter whatsoever for any loss, misapplication or non-application of any
such purchase money or any part thereof, nor shall any such purchaser be bound
to inquire as to the necessity or expediency of any such sale.

6.3.2 Lender's Purchase of Property. Lender or any holder of the Note may bid
for and purchase the Property being sold, and upon compliance with the terms of
sale. Lender or any holder of the Note may hold, retain, possess and dispose of
such Property in its own absolute right without further accountability.

6.3.3 Application of Proceeds of Sale. Unless Lender elects otherwise, the
purchase money or proceeds of any such sale shall be applied first, to all
charges, expenses and fees payable by Tenant under the Loan Documents, including
all attorney's fees, Receiver's fees and other costs and expenses incurred by
Lender, with interest thereon at the default rate specified in the Note; second,
to all unpaid interest accrued on any of the Secured


                                     - 14 -
<PAGE>   15

Obligations; third, to the principal amount outstanding of the Secured
Obligations; and the balance, if any, to Tenant.

6.3.4 No Defense; Waiver. Failure to join or to provide notice to tenants under
any Leases as defendants in any foreclosure action or suit shall not [i]
constitute a defense to such foreclosure; [ii] preclude Lender from obtaining a
deficiency judgment or otherwise reduce or diminish the amount of any such
judgment in any manner whatsoever; or [iii] give rise to any claims by Tenant,
or any person claiming through or under Tenant, against Lender. Upon the request
of Lender and to the extent not prohibited by applicable law, Tenant shall
execute and file with the clerk of the court a legally sufficient waiver of any
statutory waiting period with respect to the execution of a judgment obtained by
Lender in connection with any foreclosure proceedings. The obligations of Tenant
to so execute and file such waiver shall survive the termination of this Deed of
Trust.

                            ARTICLE 7: MISCELLANEOUS

7.1 Advances by Lender. At any time and from time to time during the term of
this Deed of Trust, Lender may incur and/or pay and/or advance costs or expenses
[i] incurred or advanced by Lender which Lender is authorized or has the right
(but not necessarily the obligation) to incur or may incur under any term of any
Loan Document or any law; [ii] of whatever nature incurred or advanced by Lender
in exercising any right or remedy provided by any term of any Loan Document or
in taking any action which Lender is authorized to take by any term of any Loan
Document; [iii] required to be paid by Tenant by any term of any Loan Document,
but which Tenant fails to pay upon demand; or [iv] any and all costs and
expenses from which Tenant is required to hold Lender harmless by any term of
any Loan Document, but from which Tenant fails to hold Lender harmless. Any
reasonable costs, expenses, or advances incurred or paid by Lender shall become
part of the Loan and, upon demand, shall be paid to Lender together with
interest thereon at the default rate specified in the Note from the date of
disbursement by Lender. Payment of such costs, expenses, or advances shall be
secured by this Deed of Trust.

7.2 Attorney's Fees and Expenses. Tenant shall pay all reasonable costs and
expenses incurred by Lender in administering the Secured Obligations and all
collateral for the Secured Obligations, enforcing or preserving Lender's rights
under the Note, Loan Agreement, this Deed of Trust, and all other Loan
Documents, and in all matters of collection, whether or not an Event of Default
has actually occurred or has been declared and thereafter cured, including, but
not limited to, [i] the


                                     - 15 -
<PAGE>   16

reasonable fees, expenses, and costs of any litigation, receivership,
administrative, bankruptcy, insolvency or other similar proceeding; [ii]
reasonable attorney and paralegal fees and disbursements; [iii] the reasonable
expenses of Lender and its employees, agents, attorneys, and witnesses in
preparing for litigation, administrative, bankruptcy, insolvency or other
proceedings and for lodging, travel and attendance at meetings, hearings,
depositions, and trials in connection therewith; [iv] court costs; and [v]
consulting and witness fees and expenses incurred by Lender in connection with
any such proceedings. All such costs, charges and fees as incurred shall be
deemed to be secured by this Deed of Trust and collectible out of the proceeds
of this Deed of Trust in any manner permitted by law or by this Deed of Trust.

7.3 Construction of Rights and Remedies and Waiver of Notice and Consent.

7.3.1 The provisions of this Section 7.3 shall apply to all rights and remedies
provided by this Deed of Trust or any Loan Document or by law or equity provided
Lender obtains Landlord's prior written consent.

7.3.2 WAIVER OF NOTICES AND CONSENT TO REMEDIES. Unless otherwise expressly
provided herein, any right or remedy may be pursued without notice to or further
consent of Tenant, both of which Tenant waives. 7.3.3 Each right or remedy under
the Loan Documents is distinct from but cumulative to each other right or remedy
and may be exercised independently of, concurrently with, or successively to any
other rights and remedies.

7.3.4 No extension of time for or modification of amortization of the loan shall
release the liability or bar the availability of any right or remedy against
Tenant or any successor in interest, and Lender shall not be required to
commence proceedings against Tenant or any successor or to extend time for
payment or otherwise to modify amortization of the loan secured by this Deed of
Trust by reason of any demand by Tenant or any successor.

7.3.5 Lender has the right to proceed at its election against all security or
against any item or items of such security from time to time, and no action
against any item or items of security shall bar subsequent actions against any
item or items of security.

7.3.6 No forbearance in exercising any right or remedy shall operate as a waiver
thereof; no forbearance in exercising any


                                     - 16 -
<PAGE>   17

right or remedy on any one or more occasion shall operate as a waiver thereof on
any further occasion; and no single or partial exercise of any right or remedy
shall preclude any other exercise thereof or the exercise of any other right or
remedy.

7.3.7 Failure by Lender to insist upon the strict performance of any of the
covenants and agreements herein set forth or to exercise any rights or remedies
upon default by Tenant hereunder shall not be considered or taken as a waiver or
relinquishment for the future of the right to insist upon and to enforce by
mandamus or other appropriate legal or equitable remedy strict compliance by
Tenant with all of the covenants and conditions hereof, or of the rights to
exercise any such rights or remedies, if such default by Tenant is continued or
repeated, or of the right to recover possession of the Property by reason
thereof. To the extent permitted by law, any two or more of such rights or
remedies may be exercised at the same time.

7.3.8 If any covenant or agreement contained in any Loan Document is breached by
Tenant and thereafter waived by Lender, such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach
thereunder. No waiver shall be binding unless it is in writing and signed by
Lender. No course of dealing between Lender and Tenant, nor any delay or
omission on the part of Lender in exercising any rights under any of the Loan
Documents, shall operate as a waiver.

7.3.9 Tenant and any other person now or hereafter obligated for the payment or
performance of all or any part of the Note shall not be released from paying and
performing under the Note, and the lien of this Deed of Trust shall not be
affected by reason of [i] the failure of Lender to comply with any request of
Tenant (or of any other person so obligated) to take action to foreclose this
Deed of Trust or otherwise enforce any of the provisions of this Deed of Trust
or of any of the Secured Obligations, or [ii] the release, regardless of
consideration, of the obligations of any person liable for payment or
performance of the Note, or any part thereof, or [iii] any agreement or
stipulation extending the time of payment or modifying the terms of the Note,
and, in the event of such agreement or stipulation, Tenant and all such other
persons shall continue to be liable under such documents, as amended by such
agreement or stipulation unless expressly released and discharged in writing by
Lender.

7.3.10 Tenant, for itself and its successors and assigns, hereby irrevocably
waives and releases, to the extent permitted by law, and whether now or
hereafter in force, [i] the benefit of any and all valuation and appraisement
laws, [ii] any right of redemption


                                     - 17 -
<PAGE>   18

after the date of any sale of the Property upon foreclosure, whether statutory
or otherwise, in respect of the Property, [iii] any applicable homestead or
dower laws, and [iv] all exemption laws whatsoever and all moratoriums,
extensions or stay laws or rules, or orders of court in the nature of any one or
more of them.

7.3.11 Nothing contained in any of the Loan Documents shall constitute any
consent or request by Lender, express or implied, for the performance of any
labor or services or the furnishing of any materials or other property in
respect of the Property or any part thereof, or be construed to permit the
making of any claim against Lender in respect of labor or services or the
furnishing of any materials or other property or any claim that any lien based
on the performance of such labor or services or the furnishing of any such
materials or other property is prior to the lien of this Deed of Trust.

7.4 Notices. All notices, demands, requests, and consents (hereinafter
"Notices") given pursuant to the terms of this Deed of Trust shall be in
writing, shall be addressed to the addresses set forth in the introductory
paragraph of this Deed of Trust and to Landlord at the address set forth in the
Lease and shall be served by [i] personal delivery; [ii] United States mail,
postage prepaid; or [iii] nationally recognized overnight courier. All Notices
shall be deemed to be given upon the earlier of actual receipt or three days
after mailing or one business day after deposit with the overnight courier. Any
Notices meeting the requirements of this Section shall be effective, regardless
of whether or not actually received. Lender and Tenant may change their notice
address at any time by giving the other party written notice of such change.

7.5 Amendment. This Deed of Trust may be amended only by a writing signed by
Lender and Tenant and consented to by Landlord. All references to this Deed of
Trust, whether in this Deed of Trust or in any other document or instrument,
shall be deemed to incorporate all amendments, modifications and renewals of
this Deed of Trust made after the Effective Date.

                            ARTICLE 8: INTERPRETATION

8.1 Captions. The captions and headings contained in this Deed of Trust are for
convenient reference only and are not to be used to interpret or define the
provisions hereof.

8.2 Severability. If any provision of this Deed of Trust or the application
thereof to any party or circumstance shall, to any


                                     - 18 -
<PAGE>   19

extent, be adjudged to be invalid or unenforceable, the remainder of this Deed
of Trust and the application of any such provision to other parties or
circumstances shall not be affected thereby, and each provision of this Deed of
Trust shall be valid and enforceable to the fullest extent permitted by law.

8.3 Governing Law. This Deed of Trust and the rights and obligations of the
parties hereunder shall be governed by and construed and interpreted in
accordance with the laws of the Commonwealth of Pennsylvania, except that the
creation and perfection of liens and security interests in the Property, and the
procedures for foreclosure and execution of the liens and security interests
shall be governed by, construed and interpreted in accordance with the laws of
the state where the Real Property at issue is located, in each case without
regard to the conflict of law rules of such state.

8.4 Survival. All agreements, representations, and warranties contained in this
Deed of Trust shall survive the execution and delivery of this Deed of Trust,
and shall be deemed to be effective continuously throughout the term of this
Deed of Trust.

8.5 Conflict in Provisions. In the event of any conflict in the provisions of
this Deed of Trust and the Lease, the terms and provisions of the Lease shall
govern.

                             ARTICLE 9: CONSTRUCTION

9.1 No Liability for Lender. Tenant hereby acknowledges and agrees that the
undertaking of Lender under this Deed of Trust is limited as follows:

         (a) Lender is not and will not be in any way the agent for or trustee
of Tenant. Lender does not intend to act in any way for or on behalf of Tenant
in disbursing the proceeds under the Loan Agreement. Lender's purpose in making
the requirements set forth herein and in the Loan Agreement is to protect the
validity and priority of this Deed of Trust and the value of its security.

         (b) This Deed of Trust is not to be construed by Tenant or anyone
furnishing labor, materials, or any other work or product for improving the
Property as an agreement by Lender to assure that anyone will be paid for
furnishing such labor, materials, or any other work or product. Tenant is and
shall be solely responsible for such payments.

         (c) Lender is not responsible for construction of any improvements to
the Property. Notwithstanding Lender's inspection


                                     - 19 -
<PAGE>   20

of the Property and the improvements, Lender assumes no responsibility for the
quality of construction or workmanship, or for the architectural or structural
soundness of any improvements to the Property, or for the adherence to or
approval of any plans and specifications for any improvements to the Property.

                 NOW, THEREFORE, if Tenant shall pay the Secured Obligations in
full and shall fully comply with this Deed of Trust, then this Deed of Trust and
the estate hereby granted shall cease, and Lender shall thereupon release this
Deed of Trust at the cost and expense of Tenant (all claims for statutory
penalties, in case of Lender's failure to release, being hereby waived);
otherwise, this Deed of Trust shall remain in full force and effect.

               [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]



<PAGE>   21




                 IN WITNESS WHEREOF, this Deed of Trust has been duly executed
as of (but not necessarily on) the Effective Date.

Signed and acknowledged in the              FINANCIAL CARE INVESTORS OF
presence of:                                [            ], LLC

Signature/s/Lorie A. Taylor                 By:/s/Robin L. Barber
Print Name Lorie A. Taylor                     Robin L. Barber
                                               Vice President and Secretary
Signature/s/Patrice Reasner
Print Name Patrice Reasner                  Tax I.D. No.:  [           ]


STATE OF PENNSYLVANIA      )
                           ) SS:
COUNTY OF CUMBERLAND       )

                 On this the 28th day of November, 2000, before me, the
undersigned officer, a Notary Public, personally appeared Robin L. Barber, the
Vice President and Secretary of Financial Care Investors of [         ], LLC,
known to me (or satisfactorily proven) to be the person who executed the
foregoing Leasehold Mortgage, and acknowledged that she executed the foregoing
instrument for the purposes therein contained.

                 WITNESS my hand and seal at office in Mechanicsburg, PA this
28th day of November, 2000.

                                               /s/Barb E. Davis
                                               Notary Public

My Commission Expires: Aug. 20, 2002                          [SEAL]



THIS INSTRUMENT PREPARED BY
AFTER RECORDING RETURN TO:

Cynthia L. Rerucha, Esq.
Shumaker, Loop & Kendrick, LLP
1000 Jackson Street
Toledo, Ohio 43624
</TEXT>
</DOCUMENT>
