---

---

Exhibit 10.1(a)

PARTICIPATION AGREEMENT

Dated as of June 15, 2003

among

SABRE INC.,as Lessee,

SABRE HOLDINGS CORPORATION, as Lessee Guarantor,

CSL LEASING INC.,as Lessor,

THE INSTITUTIONAL INVESTORS NAMED
ON SCHEDULE II,as Purchasers,

and

WILMINGTON TRUST COMPANY,as Indenture Trustee

---

---

---

---



Table of Contents

|Section Heading |               | Page                                  
|--------------- | ------------- | --------------------------------------
|Parties         |               | 1                                     
|Recitals        |               | 1                                     
|ARTICLE I       |               | DEFINITIONS; INTERPRETATION           
|ARTICLE II      |               | DOCUMENTATION DATE                    
|                | Section 2.1   |                                       
|ARTICLE III     |               | FUNDING OF ADVANCES                   
|                | Section 3.1   |                                       
|                | Section 3.2.  |                                       
|                | Section 3.3   |                                       
|                | Section 3.4.  |                                       
|ARTICLE IV      |               | YIELD; INTEREST; FEES                 
|                | Section 4.1.  |                                       
|                | Section 4.2.  |                                       
|                | Section 4.3   |                                       
|                | Section 4.4.  |                                       
|                | Section 4.5.  |                                       
|ARTICLE V       |               | CERTAIN INTENTIONS OF THE PARTIES     
|                | Section 5.1.  |                                       
|                | Section 5.2.  |                                       
|ARTICLE VI      |               | CONDITIONS PRECEDENT: ACQUISITION DATE
|                | Section 6.1.  |                                       
|                | Section 6.2.  |                                       
|ARTICLE VII     |               | DISTRIBUTIONS                         
|                | Section 7.1.  |                                       
|                | Section 7.2.  |                                       
|                | Section 7.3.  |                                       
|                | Section 7.4.  |                                       
|                | Section 7.5.  |                                       
|                | Section 7.6.  |                                       
|                | Section 7.7.  |                                       
|                | Section 7.8.  |                                       
|                | Section 7.9.  |                                       
|                | Section 7.10. |                                       
|                |               |                                       

i

---

|ARTICLE VIII |               | REPRESENTATIONS                      |  | 14                                                 
|------------ | ------------- | ------------------------------------ |  | ---------------------------------------------------
|             | Section 8.1.  |                                      |  | Representations of the Purchasers                  
|             | Section 8.2.  |                                      |  | Representations of the Lessee                      
|             | Section 8.3.  |                                      |  | Representations of the Lessor                      
|             | Section 8.4.  |                                      |  | Representations of the Indenture Trustee           
|ARTICLE IX   |               | PAYMENT OF CERTAIN EXPENSES          |  | 22                                                 
|             | Section 9.1.  |                                      |  | Transaction Expenses                               
|             | Section 9.2.  |                                      |  | Brokers' Fees and Stamp Taxes                      
|             | Section 9.3.  |                                      |  | Indenture and Related Obligations                  
|ARTICLE X    |               | OTHER COVENANTS AND AGREEMENTS       |  | 23                                                 
|             | Section 10.1. |                                      |  | Covenants of the Lessee and the Lessee Guarantor   
|             | Section 10.2. |                                      |  | Prepayment upon Change in Control                  
|             | Section 10.3. |                                      |  | Covenants of Lessor                                
|             | Section 10.4. |                                      |  | Release of Property                                
|ARTICLE XI   |               | [INTENTIONALLY OMITTED]              |  | 33                                                 
|ARTICLE XII  |               | TRANSFERS OF PARTICIPANTS' INTERESTS |  | 33                                                 
|             | Section 12.1. |                                      |  | Transfers of Notes                                 
|             | Section 12.2. |                                      |  | Transfers by Lessor                                
|             | Section 12.3. |                                      |  | Withholding Taxes; Disclosure of Information       
|ARTICLE XIII |               | INDEMNIFICATION                      |  | 34                                                 
|             | Section 13.1. |                                      |  | General Indemnification                            
|             | Section 13.2. |                                      |  | End of Term Indemnity                              
|             | Section 13.3. |                                      |  | Environmental Indemnity                            
|             | Section 13.4. |                                      |  | Proceedings in Respect of Claims                   
|             | Section 13.5. |                                      |  | General Tax Indemnity                              
|             | Section 13.6. |                                      |  | Indemnity Payments in Addition to Lease Obligations
|             |               |                                      |  |                                                    

ii

---

|ARTICLE XIV |                | [INTENTIONALLY RESERVED] |  | 43                                               
|----------- | -------------- | ------------------------ |  | -------------------------------------------------
|ARTICLE XV  |                | MISCELLANEOUS            |  | 43                                               
|            | Section 15.1.  |                          |  | Survival of Agreements                           
|            | Section 15.2.  |                          |  | No Broker, Etc.                                  
|            | Section 15.3.  |                          |  | Notices                                          
|            | Section 15.4.  |                          |  | Counterparts                                     
|            | Section 15.5.  |                          |  | Amendments, Etc.                                 
|            | Section 15.6.  |                          |  | Headings, Etc.                                   
|            | Section 15.7.  |                          |  | Parties in Interest                              
|            | Section 15.8.  |                          |  | Governing Law                                    
|            | Section 15.9.  |                          |  | Severability                                     
|            | Section 15.10. |                          |  | Submission to Jurisdiction                       
|            | Section 15.11. |                          |  | No Participant Responsible for Other Participants

|Appendix A      |  | Definitions                                                             
|--------------- |  | ------------------------------------------------------------------------
|Schedule I      |  | Commitments                                                             
|Schedule II     |  | Notice and Payment Information                                          
|Exhibit A-1     |  | Form of Legal Opinion of In-House Counsel to Lessee and Lessee Guarantor
|Exhibit A-2     |  | Form of Legal Opinion of Special Counsel to Lessee and Lessee Guarantor 
|Exhibit A-3     |  | Form of Legal Opinion of In-House Counsel to Lessor and Lessor Parent   
|Exhibit A-4     |  | Form of Legal Opinion of Special Counsel to Lessor and Lessor Parent    
|Exhibit A-5     |  | Form of Legal Opinion of Special Counsel to Indenture Trustee           
|Exhibit B       |  | Form of Funding Request                                                 
|Exhibit C       |  | Form of Master Lease                                                    
|Exhibit D       |  | Form of Indenture                                                       
|Exhibit E       |  | Form of Local Counsel Opinion                                           
|Exhibit F       |  | Form of Assignment of Lease and Rent                                    
|Exhibit G       |  | Form of Deed of Trust                                                   
|Exhibit H       |  | Form of Guaranty                                                        
|Exhibit I       |  | Form of Indemnity Agreement                                             
|Schedule 8.2(c) |  | Disclosure                                                              
|Schedule 8.2(g) |  | Litigation                                                              

iii

---

PARTICIPATION AGREEMENT

THIS PARTICIPATION AGREEMENT(this"Participation Agreement"),
dated as of June 15, 2003, is entered into by and amongSABRE INC., a Delaware corporation, as Lessee, (the "Lessee");SABRE HOLDINGS
CORPORATION, a Delaware corporation, as Lessee Guarantor, (the "Lessee Guarantor");CSL LEASING INC., a Delaware corporation, as Lessor (the "Lessor"); the Institutional Investors named on Schedule II hereto, as Purchasers (each, a"Purchaser",
and together with any other holder of a Note the"Purchasers"); andWILMINGTON TRUST COMPANY, a Delaware
banking corporation, as Indenture Trustee (the"Indenture Trustee").

WITNESSETH:

WHEREAS, on the Acquisition Date, the Lessor will acquire legal title to the Property from one or more third
parties designated by the Lessee;

WHEREAS, the Lessor desires to lease the Property to the Lessee, and the Lessee desires to lease the Property from the Lessor;

WHEREAS, the Lessor is willing to provide a portion of the funding of the costs of the acquisition of legal title to the Property;

WHEREAS, the Purchasers are willing to provide the remaining portion of the funding of the costs of the acquisition of legal title to the
Property; and

WHEREAS, to secure such financing (a) the Lessor will have the benefit of a first priority Lien on the Property and (b) the Indenture
Trustee, on behalf of the Purchasers will have the benefit of (i) a first priority Lien on all of the Lessor's right, title and interest in the Property and (ii) an assignment of the Lessor's rights
against the Lessee under the Lease and the Lessee Guarantor under the Guaranty;

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

ARTICLE I  DEFINITIONS; INTERPRETATION

Unless the context shall otherwise require, capitalized terms used and not defined herein shall have the meanings assigned thereto in Appendix A hereto for all
purposes hereof (as such Appendix A may be amended, supplemented, amended and restated or otherwise modified from time to time,"Appendix A to this Participation
Agreement"); and the rules of interpretation set forth in Appendix A to this Participation Agreement shall apply to this Participation Agreement.

ARTICLE II  DOCUMENTATION DATE

Section 2.1. Documentation Date.The Documentation Date (the"Documentation
Date") shall be deemed to have occurred and all rights and obligations of the parties to the Operative Documents (each subject to any conditions specified therein) shall be in
effect, upon satisfaction or waiver of each of the following conditions precedent:



---



2

---



3

---



All
documents and instruments required to be delivered pursuant to this Section 2.1 shall be delivered at the offices of Schiff Hardin & Waite, 623 Fifth Avenue, 28th Floor, New York,
New York 10022 or at such other location as may be determined by the Lessee, the Lessor and the Purchasers and in such numbers as shall be reasonably requested. Unless otherwise agreed among the
Lessee, the Lessor and the Purchasers, the Documentation Date shall coincide with the Acquisition Date.

ARTICLE III  FUNDING OF ADVANCES

Section 3.1. Advances.Subject to the conditions and terms hereof, the Lessor shall take the following actions at the written
request of the Lessee:



Notwithstanding
any other provision hereof, (i) no Advance shall be made after the Acquisition Date and (ii) the Participants shall not be obligated to make any Advance if, after giving effect
thereto, (x)
the aggregate outstanding amounts of the Notes and the Lessor Amounts would exceed the Aggregate Commitment Amount or (y) the Property Cost would exceed the Fair Market Sales Value of the Property as
set forth in the Appraisal thereof delivered pursuant to Section 6.1(d) hereof.

Section 3.2. Lessor Commitment.Subject to the conditions and terms hereof, on the Acquisition Date, the Lessor shall make
available at the written request of the Lessee an amount (a"Lessor Amount") in immediately available funds equal to the Lessor's Commitment Percentage
of the amount of the Advance being funded on the Acquisition Date. Notwithstanding any other provision hereof, the Lessor shall not be obligated to make available any Lessor Amount if, after giving
effect to the proposed Lessor Amount, the outstanding aggregate amount of the Lessor Amounts would exceed the Lessor Commitment.

Section 3.3. Purchasers' Commitments.Subject to the conditions and terms hereof, on the Acquisition Date, the Lessor will
deliver to each Purchaser the Notes of the series to be purchased by such Purchaser in the form of a single Note of such series (or such greater number of Notes of such series in denominations of at
least $10,000 as such Purchaser may request) dated the Acquisition Date and registered in such Purchaser's name (or in the name of such Purchaser's nominee), against delivery by such Purchaser to the
Lessor or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Lessor. If on the Acquisition
Date the Lessor shall fail to tender such Notes to any Purchaser as provided above in this Section 3.3, or any of the conditions specified in Section 6.1 shall not have been fulfilled to any
Purchaser's satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Participation Agreement and the other Operative Documents, without thereby waiving
any rights such Purchaser may have by reason of such failure or such nonfulfillment. Notwithstanding any other provision hereof, no Purchaser shall be obligated to purchase any Note if, after giving
effect to such proposed purchase, the aggregate principal amount of Notes purchased by such Purchaser would exceed such Purchaser's Commitment.

Section 3.4. Procedures for Advances.(a) With respect to the Acquisition Date, the Lessee shall give the Lessor, the
Indenture Trustee and each Purchaser prior written notice pursuant to a Funding

4

---

Request
substantially in the form ofExhibit B(a"Funding Request"), which Funding Request shall be
delivered not later than 11:00 a.m. (New York time), one (1) Business Day prior to the proposed Acquisition Date. Such Funding Request shall set forth (i) the proposed Acquisition Date, (ii) the
amount of the Advance requested, (iii) a description of the Property to which the Funding Request relates, (iv) the seller of the Property, (v) the principal amount of the Notes of each series to be
purchased by each Purchaser and (vi) wire transfer instructions for the disbursement of the proceeds of such Advance. Subject to timely delivery of a Funding Request and the other terms and conditions
of the Operative Documents, (x) each Purchaser shall purchase Notes representing its Commitment Percentage and transmit the proceeds therefore to the Indenture Trustee at the Account by 2:00 p.m.,
(New York time) on the requested Acquisition Date and (y) the Lessor shall make its Commitment Percentage of the requested Advance available to the Indenture Trustee at the Account by 2:00 p.m. (New
York time) on the requested Acquisition Date.Promptly upon the Indenture Trustee's receipt of such funds from the Participants, and upon satisfaction
of all conditions precedent, the Indenture Trustee shall wire such funds on the Acquisition Date to the Persons entitled thereto and to such accounts as the Lessee shall have indicated in the Funding
Request. The Advance shall consist of (i) a Lessor Amount equal to 5.75% of such Advance and (ii) proceeds from the sale of the Notes in an aggregate amount equal to 94.25% of such Advance, such Notes
to be allocated between Series A Notes and Series B Notes in accordance withSchedule Ihereto.

(b)   Except
as the Participants may otherwise agree in writing, Advances shall be made solely to pay the Property Cost of the Property and related Fees and Transaction
Expenses.

ARTICLE IV  YIELD; INTEREST; FEES

Section 4.1. Yield; Lessor Amount.(a) The amount of the Lessor Amounts outstanding from time to time shall accrue yield
("Yield") at the Yield Rate (computed on the basis of a 360-day year of twelve 30-day months), payable semiannually in arrears on each Scheduled Payment
Date. If all or any portion of the Lessor Amounts, Make-Whole Amount, if any, any Yield payable thereon or any other amount payable hereunder with respect thereto shall not be paid when due (whether
at stated maturity, acceleration thereof or otherwise), such overdue amount shall bear interest at a rate per annum which is equal to the Overdue Rate.

(b)   The
Indenture Trustee shall distribute, in accordance with Article VII, the Lessor Basic Rent and all other amounts due with respect to the Lessor Amounts paid to the
Indenture Trustee by the Lessee under the Lease from time to time.

(c)   If
not repaid sooner, the aggregate outstanding Lessor Amounts shall be repaid in full on the Maturity Date, subject to the provisions of Article XX of the Master Lease.

Section 4.2. Interest and Principal on Notes.(a) Each Note shall accrue interest at the rate of 5.37% (computed on the basis
of a 360-day year of twelve 30-day months), payable semiannually in arrears on each Scheduled Payment Date. If all or any portion of the principal, Make-Whole Amount, if any, or interest on the Notes
or any other amount payable hereunder to the Purchasers shall not be paid when due (whether at stated maturity, acceleration thereof or otherwise), such overdue amount shall bear interest at a rate
per annum which is equal to the Overdue Rate. Each Note shall become due and payable at the dates and times provided under the Indenture.

(b)   The
Indenture Trustee shall distribute, in accordance with Article VII, the Purchaser Basic Rent and all other amounts due with respect to the Notes paid to the
Indenture Trustee by the Lessee under the Lease from time to time.

5

---

(c)   If
not repaid sooner, the aggregate outstanding principal amount of the Notes, together with accrued and unpaid interest thereon and all other amounts then due and owing
to the Purchasers under the Operative Documents, shall be repaid in full on the Maturity Date.

Section 4.3. Payments of Rent; Payments and Prepayments of Notes and Lessor Amounts.(a) Direction.The Lessor hereby directs the Lessee to pay to the Indenture Trustee the Rent from time to time (other than Excepted Payments, which the
Lessor hereby directs the Lessee to make directly to the applicable Person entitled thereto).

(b)Application.All amounts payable by the Lessee pursuant to Article XIV, XV, XVI, XVIII or XX of the Master Lease shall be
applied to the Notes and the Lessor Amounts in the manner set forth in Article VII hereof.

(c)Notice.The Lessor shall give written notice of any prepayment of the Notes to each Purchaser (with a copy to the
Indenture Trustee) specifying (a) the date of such prepayment and the section of this Participation Agreement or other Operative Document under which the prepayment is to be made, (b) the principal
amount of the Notes to be prepaid on such date and (c) the estimated Make-Whole Amount, if any, and accrued interest applicable to the prepayment and, whether or not any Make-Whole Amount is payable,
a reasonably detailed computation of such estimated Make-Whole Amount, if any. Any notice of prepayment of the Notes pursuant to Section 6.3 or 6.4 of the Indenture shall be given not less than 30
days nor more than 180 days before the date for such prepayment. Any notice of prepayment of the Notes pursuant to Sections 6.3 or 6.4 of the Indenture shall be irrevocable. Notice of prepayment
having been so given, the aggregate principal amount of the Notes specified in such notice, together with Make-Whole Amount, if any, and accrued interest thereon shall become due and payable on the
prepayment date. If the prepayment of the Notes is to be made pursuant to Section 6.3 or 6.4 of the Indenture, then and in such event the Lessor shall cause the Lessee not later than two (2) Business
Days prior to the prepayment date to give the Lessor, each Purchaser and the Indenture Trustee written notice of the Make-Whole Amount, if any, payable in connection with such prepayment and, whether
or not any Make-Whole Amount is payable, a reasonably detailed computation of the Make-Whole Amount, if any. All prepayments shall be payable on a Business Day.

Section 4.4. Fees.The Lessee agrees to pay the fees set forth in this Section 4.4 (collectively, the "Fees"), which as to the Structuring Fee may be paid out of Advances.



Section 4.5. Place and Manner of Payments.Except as otherwise specifically provided herein, all payments by the Lessee
hereunder, under the Master Lease or under any other Operative Document shall be made to the Indenture Trustee in Dollars in immediately available funds, without offset, deduction, counterclaim or
withholding of any kind, to the Account in Wilmington, Delaware not later than 11:00 a.m. (New York time) on the date when due. Payments received after such time shall be deemed to have been received
on the next succeeding Business Day. The Lessee shall, at the time it makes any payment under any Operative Document, specify to the Indenture Trustee the Basic Rent, Property Cost, Fees, Supplemental
Rent or other amounts payable by the Lessee 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 Indenture Trustee shall distribute such payment to the Participants in such manner as the Indenture Trustee may determine to be appropriate in respect of obligations owing by the Lessee
subject to the terms of Article VII). The Indenture Trustee will

6

---

distribute
such payments to such Participants in accordance with Article VII, if any such payment is received prior to 11:00 a.m. (New York time) on a Business Day in like funds as received not later
than 1:00 p.m. (New York time) on such Business Day, and otherwise the Indenture Trustee shall distribute such payment to such Participants 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 Business Day and if paid on such next Business Day, no additional interest,
yield or late charges on such payment shall accrue.

ARTICLE V  CERTAIN INTENTIONS OF THE PARTIES

Section 5.1. Nature of Transaction.(a) The parties hereto intend that unless assigned by the Lessor in accordance with the
terms of the Operative Documents, or Applicable Law otherwise provides, legal title to the Property shall remain in the Lessor as security for the obligations of the Lessee hereunder and under the
other Operative Documents until the Lessee has fulfilled all of its obligations hereunder and under the other Operative Documents. The Lessee hereby grants to the Lessor a continuing Lien and security
interest in the Property to secure the payment of all sums due hereunder and under the other Operative Documents. The parties hereto intend that for state, real estate and commercial law and
bankruptcy purposes, (i) the Lease will be treated as a financing arrangement and (ii) the Lessor and the Purchasers will be deemed lenders making loans to the Lessee in an amount equal to the sum of
the Lessor Amounts and the outstanding principal amount of the Notes, which amounts are secured by the Properties. The parties hereto covenant to treat the Notes (and interests therein) and the Lessor
Amount as indebtedness of the Lessee for U.S. federal, state and local tax purposes and further covenant that they will not take any action inconsistent with such treatment (unless either (i) required
to do so by the United States Internal Revenue Service or the equivalent taxing authority of any foreign government or any U.S. state or political subdivision thereof (a "Taxation Authority") or (ii) an
alternative position of a Taxation Authority is asserted, and such party reasonably believes, on advice of counsel,
that there is a reasonable basis for such asserted position). Nevertheless, the Lessee acknowledges and agrees that neither the Lessor, the Indenture Trustee, the Arranger nor any of the
Purchasers has provided, or will provide, any tax, accounting, or legal advice to the Lessee regarding the Operative Documents or the transaction contemplated thereby, and that the Lessee has obtained
and relied upon such tax, accounting and legal advice concerning the Operative Documents as it deems appropriate.

(b)   Specifically,
without limiting the generality of clause (a) of this Section 5.1, the parties hereto intend and agree that in the event of any insolvency or receivership
proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any state or commonwealth thereof affecting the
Lessee, the Lessee Guarantor, the Lessor or the Purchasers or any collection actions, the transactions evidenced by the Operative Documents shall be regarded as loans made by the Lessor and the
Purchasers as unrelated third party lenders of the Lessee. The parties hereto covenant and agree that (except to the extent provided for in section 5.1(a) above) they will not take any action or
advocate any position contrary to the intentions set forth in this Article V.

Section 5.2. Amounts Due Under the Lease.Anything herein or elsewhere to the contrary notwithstanding, it is the intention
of the Lessee, the Lessor and the Purchasers that: (i) the amount and timing of installments of Basic Rent due and payable from time to time from the Lessee under the Lease shall be equal to the
aggregate payments due and payable as interest on the Notes and Yield on the Lessor Amounts on each Scheduled Payment Date; (ii) if the Lessee elects the Purchase Option with respect to all or (as
permitted hereunder) any part of the Property or the Lessee becomes obligated to purchase all of the Property under the Lease, the Notes, the Lessor Amounts, and all interest, Yield, Make-Whole
Amount, if any, and all other obligations of the Lessee owing to the

7

---

Indenture
Trustee, the Lessor and the Purchasers shall be due and payable in full by the Lessee on the date set forth in the Lease; (iii) if the Lessee properly elects the Remarketing Option, the
Lessee shall only be required to pay to the Indenture Trustee the proceeds of the sale of the Property, the Maximum Recourse Amount and any amounts due pursuant to Article XIII hereof and Section 20.2
of the Master Lease (which aggregate amounts may be less than the Property Cost of the Property), together with all other due and payable Supplemental Rent; (iv) upon an Event of Default resulting in
an acceleration of the Lessee's obligation to purchase the Property, the amounts then due and payable by the Lessee under the Lease shall include all amounts necessary to pay in full the Property
Costs,plusall accrued interest on the Notes and Yield on the Lessor Amounts, Make-Whole Amount, if any, and other amounts then due from the Lessee
under the Operative Documents; and (v) if the Lessee elects to purchase or is required to purchase the Property pursuant to Section 14.1, Article XV or XVIII of the Master Lease, the amounts then due
and payable by the Lessee shall include all amounts necessary to pay the Property Cost of the Property,plusall accrued interest on the Notes and Yield
on the Lessor Amounts, Make-Whole Amount, if any, and other amounts then due from the Lessee under the Operative Documents.

ARTICLE VI  CONDITIONS PRECEDENT: ACQUISITION DATE

Section 6.1. Acquisition Date.The closing date with respect to the acquisition of the Property (the "Acquisition Date") shall occur on a Business Day on or after the Documentation Date (but not later than June 30, 2003) on which all the conditions
precedent thereto set forth in this Section 6.1 shall have been satisfied or waived by the applicable Persons as set forth herein. The obligation of the Lessor to acquire the Property on the
Acquisition Date, the obligation of the Lessor to make available its Lessor Amount on the Acquisition Date and the obligation of each Purchaser to purchase its Note(s) on the Acquisition Date, are
subject to satisfaction or waiver of the following conditions precedent (providedthat a failure on the part of any Participant to perform or otherwise
satisfy any such condition applicable to it shall not be a condition precedent to the performance of its obligations under the Operative Documents):



8

---



9

---



10

---



Section 6.2. Delivery of Documents.All documents and instruments required to be delivered pursuant to this Article VI shall
be delivered at the offices of Schiff Hardin & Waite, 623 Fifth Avenue, 28th Floor, New York, New York 10022, or at such other location as may be determined by the Lessor, the Purchasers and the
Lessee.

ARTICLE VII  DISTRIBUTIONS

Section 7.1. Basic Rent.Each payment of Basic Rent (and any payment of interest on overdue installments of Basic Rent)
received by the Indenture Trustee shall be distributed by the Indenture Trustee,first, to the Lessor and the Purchaserspro
ratawithout priority of one over the other for application to, the interest due on the Notes and Yield due on the Lessor Amounts respectively, then due, and, second, to the
Purchasers and the Lessorpro ratawithout priority of one over the other for application
to any overdue interest or Yield (to the extent permitted by Applicable Law).

Section 7.2. Purchase Payments by the Lessee.Any payment received by the Indenture Trustee as a result of:



shall
be distributed by the Indenture Trustee to the Participantspro ratawithout priority of one over the other, in the proportion that the
Participant Balance of each bears to the aggregate of all of the Participant Balances.

Section 7.3. Payment of Maximum Recourse Amount.The payment of the Maximum Recourse Amount to the Indenture Trustee pursuant
to Section 20.2(f) of the Master Lease upon the exercise of the Remarketing Option shall be distributedpro ratawithout priority of one over the other
to (a) the Purchasers holding Series A Notes for application to the outstanding principal amount of the Series A

11

---

Notes
and (b) the Lessor for application to a portion (equal to 89%) of the outstanding Lessor Balance (such portion referred to herein as the"Lessor A
Portion").

Section 7.4. Sales Proceeds of Remarketing of the Property; RVI Policy Proceeds.Any payments received by the Indenture
Trustee as (a) proceeds from the sale of the Property sold pursuant to the exercise of the Remarketing Option pursuant to Article XX of the Master Lease, together with any payment made as a result of
an End of Term Report pursuant to Section 13.2 and any amounts in excess of the Maximum Recourse Amount (other than amounts in respect of accrued and unpaid Rent) received by the Indenture Trustee
pursuant to Section 20.2(f) of the Master Lease or (b) RVI Policy Proceeds, shall (subject to the prior satisfaction of the requirements of Section 7.3 hereof) be distributed by the Indenture Trustee
in the funds so received in the following order of priority:



Section 7.5. Supplemental Rent.All payments of Supplemental Rent received by the Indenture Trustee (excluding any amounts
payable pursuant to the preceding provisions of this Article VII) shall be distributed promptly by the Indenture Trustee upon receipt thereof to the Persons entitled thereto pursuant to the Operative
Documents.

Section 7.6. Distribution of Payments after Lease Event of Default.(a) During the continuance of a Lease Event of Default
and subject to clause (b) below, all proceeds from the sale of the Property shall be distributed by the Indenture Trustee in the following order of priority:



12

---



(b)   All
payments received and amounts realized by the Indenture Trustee in connection with any Casualty or Condemnation during the continuance of a Lease Event of Default
shall be distributed by the Indenture Trustee as follows:



(c)   All
amounts (other than amounts described in clause (a) or (b) above) received by the Indenture Trustee during the continuance of a Lease Event of Default, shall be
distributed by the Indenture Trustee in accordance with Section 7.6(a).

Section 7.7. Casualty and Condemnation Amounts.Subject to Section 7.6(b), any amounts payable to the Indenture Trustee as a
result of a Casualty or Condemnation pursuant to Section 14.2 of the Master Lease and the Assignment of Lease and Rent shall be distributed as follows:



Section 7.8. Other Payments.(a) Except as otherwise provided in Sections 7.1, 7.2, 7.6 and clause (b) below, any payment
received by the Indenture Trustee for which no provision as to the application thereof is made in the Operative Documents or elsewhere in this Article VII (including any balance remaining after the
application in full of amounts to satisfy any expressed provision) shall be distributedpro rataamong the Participants without priority of one over the
other, in the proportion that the Participant Balance of each bears to the aggregate of all the Participant Balances.

(b)   Except
as otherwise provided in Sections 7.1, 7.2 and 7.6, all payments received and amounts realized by the Indenture Trustee or the Lessor under the Master Lease or
otherwise with respect to

13

---

the
Property to the extent received or realized at any time after the indefeasible payment in full of the Participant Balances of all of the Participants and any other amounts due and owing to the
Participants, shall be distributed forthwith by the Indenture Trustee or the Lessor, as the case may be, in the order of priority set forth in Section 7.6(a).

(c)   Except
as otherwise provided in Sections 7.1 and 7.2, any payment received by the Indenture Trustee or the Lessor for which provisions as to the application thereof is
made in an Operative Document but not elsewhere in this Article VII shall be distributed forthwith by the Lessor or the Indenture Trustee to the Person and for the purpose for which such payment was
made in accordance with the terms of such Operative Document.

Section 7.9. Order of Application.To the extent any payment made to any Participant pursuant to Sections 7.2, 7.3, 7.4, 7.6,
7.7 or 7.8 is insufficient to pay in full the Participant Balance of such Participant, then each such payment shall first be applied to accrued and unpaid interest or Yield, second to the Make-Whole
Amount, if any, on the Notes and the Lessor Amounts and then to principal of the Notes or the Lessor Amounts, as applicable.

Section 7.10. Payments to Account.All payments made to the Indenture Trustee pursuant to the Operative Documents shall be
made to the Account.

ARTICLE VIII  REPRESENTATIONS

Section 8.1. Representations of the Purchasers.Each Purchaser represents and warrants to the other parties hereto that:

(a)Source of Funds. At least one of the following statements is an accurate representation as to each source of funds (a "Source") to be used by such Purchaser to pay the
purchase price of the Notes to be purchased by such Purchaser hereunder:



14

---



Section 8.2. Representations of the Lessee.The Lessee and the Lessee Guarantor hereby represent and warrant to the other
parties hereto that:



15

---



16

---



17

---



18

---



19

---



Section 8.3. Representations of the Lessor.The Lessor represents and warrants to the other parties hereto that:



20

---



Section 8.4. Representations of the Indenture Trustee.Wilmington Trust represents and warrants both in its individual
capacity and as Indenture Trustee (except with respect to paragraph (b) below, which are given solely in its capacity as Indenture Trustee) to each other party hereto that:



21

---



ARTICLE IX  PAYMENT OF CERTAIN EXPENSES

The Lessee agrees, for the benefit of the Arranger, the Lessor, the Indenture Trustee and the Purchasers, that:

Section 9.1. Transaction Expenses.(a) The Lessee shall pay, or cause to be paid, from time to time all Transaction
Expenses in respect of the transactions on the Documentation Date and the Acquisition Date;provided, however,that, if the Lessee has not received
written invoices therefor at least one (1) Business Day prior to such date, such Transaction Expenses shall be paid within thirty (30) days after the Lessee has received written invoices
therefor.

(b)   The
Lessee shall pay or cause to be paid (i) all Transaction Expenses incurred by the Lessor, the Indenture Trustee, the Purchasers and the RVI Provider in
entering into any future amendments, modifications, waivers or supplements with respect to any of the Operative Documents, whether or not such amendments or supplements are ultimately entered into, or
giving or withholding of waivers or consents hereto or thereto, (ii) all Transaction Expenses incurred by the Lessor, the Indenture Trustee, the Purchasers and the RVI Provider in connection
with the purchase of the Property by the Lessee or other Person pursuant to Articles XV, XVIII and XXI of the Master Lease, (iii) all Transaction Expenses incurred by any of the Purchasers, the
Lessor or the Indenture Trustee in respect of enforcement of any of their rights or remedies in respect of the Operative Documents and (iv) all Transaction Expenses incurred by the Lessor, the
Indenture Trustee, the Purchasers and the RVI Provider in connection with the negotiation and documentation of any restructuring or "workout," whether or not consummated, of any Operative Document.

Section 9.2. Brokers' Fees and Stamp Taxes.The Lessee shall pay or cause to be paid any brokers' fees and any and all
stamp, transfer and other similar taxes, fees and excise, if any, including any interest and penalties, which are payable in connection with the transactions contemplated by this Participation
Agreement and the other Operative Documents.

Section 9.3. Indenture and Related Obligations.If a Lease Event of Default has occurred and is continuing, the Lessee
shall pay, without duplication of any other obligation of the Lessee to pay any such amount under the Operative Documents, before the due date thereof, all costs, expenses and other amounts (other
than principal and interest on the Notes which are payable to the extent otherwise required by the Operative Documents) required to be paid by the Lessor, the Indenture

22

---

Trustee,
any of the Purchasers or the RVI Provider under the Indenture and the Assignment of Lease and Rent.

ARTICLE X  OTHER COVENANTS AND AGREEMENTS

Section 10.1. Covenants of the Lessee and the Lessee Guarantor.The Lessee Guarantor and the Lessee each hereby
covenants and agrees with the Lessor, the Purchasers and the Indenture Trustee that it shall comply with the following provisions of this Section 10.1, it being understood that the following
covenants are in addition to, and not by way of limitation of, any covenant set forth in the Lease or any other Operative Document:



23

---



24

---



25

---



26

---



27

---



28

---



Section 10.2. Prepayment upon Change in Control.



29

---



30

---



31

---



Section 10.3. Covenants of Lessor.The Lessor hereby agrees that, until payment in full of the Lease Balance or such
other time as the Master Lease shall have terminated with respect to all of the Property:



Section 10.4. Release of Property.If the Lessee shall at any time (i) purchase any Affected Property pursuant
to Section 15.1 of the Lease or (ii) exercise its Purchase Option with respect to all or a portion of the Property, or if any or all of the Property shall be purchased by the Lessee (or
its designees) in accordance with the Master Lease, and in each case, the Lessee satisfies each of the obligations and conditions set forth in the Master Lease for the release of a Property therefrom,
then, upon application of the proceeds of any such sale pursuant to Article VII and all accrued interest, Yield and any other payments (including Make-Whole Amount, if any) due and
owing from the Lessee to the Indenture Trustee, the Purchasers and the Lessor on such date pursuant to the Operative Documents, including without limitation all amounts due and owing pursuant to
Article XIII of this Participation Agreement with respect to the Property or Property purchased by the Lessee or its designee, each the Property shall be released from the Liens created by the
Operative Documents (including any Liens created by the Lease Supplement covering the Property, the Deed of Trust with respect to the Property and the Assignment of Lease and Rent) and the Indenture
Trustee and the Lessor shall, at the expense of the Lessee, execute and deliver such instruments as the Lessee may reasonably request to effectuate and evidence such releases.

32

---

ARTICLE XI  [INTENTIONALLY OMITTED]

ARTICLE XII  TRANSFERS OF PARTICIPANTS' INTERESTS

Section 12.1. Transfers of Notes.Upon any transfer of Notes as provided in the Indenture, the transferee shall become
a"Purchaser"for all purposes of the Operative Documents and, to the extent of such transfer, the assigning Purchaser shall be relieved of its
obligations hereunder to the extent of the Notes being assigned. The Indenture Trustee and the Lessor agree that upon notice of any such assignment and surrender of the appropriate Note or Notes, it
will promptly provide to the transferring Purchaser and to the transferee Purchaser separate promissory notes of the series and in the amount of their respective interests substantially in the form of
the original Note of such series (but with notation thereon that it is given in substitution for and replacement of the original Note or any replacement notes thereof). The Lessor hereby directs
Simpson Thatcher & Bartlett to deliver a reliance letter with respect to its opinion delivered pursuant to Section 2.1(j)(v) hereof to each transferee of a Note hereunder.

Section 12.2. Transfers by Lessor.The Lessor shall not assign, convey or otherwise transfer any of its rights, title
or interest in the Property or the Operative Documents to which it is a party, except that the Lessor may upon compliance with the following conditions transfer its interest in the Property and the
Operative Documents to which it is a party:



33

---



Section 12.3. Withholding Taxes; Disclosure of Information.(a) If the transferee of any Purchaser pursuant to
Section 12.1 or of the Lessor pursuant to Section 12.2 is (i) not a citizen or resident of the United States, (ii) not a corporation, partnership or other entity created or
organized in or under the laws of the United States (or any jurisdiction thereof) or (iii) not an estate or trust that is subject to federal income taxation regardless of the source of its
income (each, a"Non-U.S. Transferee"), then such Non-U.S. Transferee shall deliver (or cause to be delivered) to each of the
Indenture Trustee and the Lessee one of the following properly completed and signed U.S. tax forms: (i) a form W-8ECI (or successor form)or (ii) a
form W-8BEN (or successor form) claiming a valid exemption under an applicable U.S. tax treaty for all amounts payable to such Non-U.S. Transferee under the Operative
Documents such that the rate of withholding tax applicable to such amounts equals zero percent (0%).



ARTICLE XIII  INDEMNIFICATION

Section 13.1. General Indemnification.(a) Except as to matters addressed in Section 13.5, the Lessee agrees,
whether or not any of the transactions contemplated hereby shall be consummated, to assume liability for, and to indemnify, protect, defend, save and keep harmless each Indemnitee, on an After Tax
Basis, from and against any and all Claims that may be imposed on, incurred by or asserted against such Indemnitee (whether because of action or omission by such Indemnitee or otherwise) whether or
not such Indemnitee shall also be indemnified as to any such Claim by any other Person and whether or not such Claim arises or accrues prior to the Documentation Date or after the Maturity Date, in
any way relating to or arising out of the transactions contemplated by this Participation Agreement and the other Operative Documents, including, without limitation:



34

---



35

---

Section 13.2. End of Term Indemnity.(a) If the Lessee elects the Remarketing Option and there would, after giving
effect to the proposed remarketing transaction, be a Shortfall Amount, then as a condition
to the Lessee's right to complete the remarketing of the Property pursuant to Article XX of the Master Lease, the Lessee shall cause to be delivered to the Indenture Trustee, the Lessor and the
RVI Provider at least one hundred twenty (120) days prior to the Expiration Date, at the Lessee's sole cost and expense, a report from the Appraiser in form and substance satisfactory to the
Lessor, the Indenture Trustee, the Purchasers and the RVI Provider (the"End of the Term Report") which shall state the Appraiser's conclusions as to
the reason for any decline in the Fair Market Sales Value of the Property from the Property Cost thereof.



Section 13.3. Environmental Indemnity.To the fullest extent permitted by Applicable Law, and without limitation of
the other provisions of this Article XIII, the Lessee hereby agrees to indemnify, hold harmless and defend each Indemnitee from and against any and all claims (including, without limitation,
third party claims for personal injury or real or personal property damage), losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings, judgments, remedial
actions, requirements, enforcement actions of any kind, and all reasonable and documented costs and expenses incurred in connection therewith (including but not limited to reasonable attorneys' and/or
paralegals' fees and expenses and costs incurred in connection with any investigation or monitoring of site conditions or any clean-up, remedial, removal or restoration work with respect
to the Property

36

---

undertaken
or required by any federal, state or local Governmental Authority), arising or asserted under any Environmental Laws, and arising in whole or in part, out of:



provided, however,that the Lessee shall not be required to indemnify any Indemnitee under this Section 13.3 for (1) any claim to the
extent resulting from such Indemnitee's gross negligence or willful misconduct or (2) any claim arising in respect to the Property to the extent attributable to acts or events occurring in the
period after the Lessee ceases to lease the Property from the Lessor;providedthat the facts supporting such claim occur after such period. It is
expressly understood and agreed that the indemnity provided for herein shall survive the expiration or termination of the Lease Term with respect to any claim based on facts or circumstances arising
prior to or during the Lease Term, and shall be separate and independent from any remedy under the Lease or any other Operative Document.

Without
limiting the generality of the foregoing, the Lessee waives all rights and defenses that the Lessee may have because the Lessee's obligations are secured by real property. This
means, among other things:



37

---



This
is an unconditional and irrevocable waiver of any rights and defenses the Lessee may have because the Lessee's obligations are secured by real property.

Section 13.4. Proceedings in Respect of Claims.In case any action, suit or proceeding shall be brought against any
Indemnitee in respect of Claims indemnifiable under Sections 13.1 or 13.3, such Indemnitee shall promptly notify the Lessee of the commencement thereof, and the Lessee shall be entitled, at the
Lessee's expense, to participate in, and, to the extent that the Lessee desires to, assume and control the defense thereof;provided, however,that if
the Lessee shall have exercised its rights to control the defense of such Claim to the exclusion of the applicable Indemnitee, the Lessee shall have acknowledged in writing its obligation to fully
indemnify such Indemnitee in respect of such action, suit or proceeding, and the Lessee shall keep such Indemnitee fully apprised of the status of such action, suit or proceeding and shall provide
such Indemnitee with all information with respect to such action, suit or proceeding as such Indemnitee shall reasonably request, andprovided, further,that the Lessee shall not be entitled to assume and control the defense of any such action, suit or proceeding if and to the extent that, (A) in the reasonable opinion of such Indemnitee's
counsel, (x) such action, suit or proceeding involves any risk of imposition of criminal liability on any Indemnitee or will involve a material risk of imposition of civil liability on any
Indemnitee or the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Property Lien) on the Property or any part thereof or any interference with the payment of Rent
unless, in the case of civil liability only, the Lessee shall have posted a bond or other security reasonably satisfactory to the relevant Indemnitees in respect of such risk or (y) the control
of such action, suit or proceeding would involve an actual or potential conflict of interest, (B) such proceeding involves Claims not fully indemnified by the Lessee that the Lessee and the
Indemnitee have been unable to sever from the indemnified claim(s) or (C) a Lease Default or Lease Event of Default has occurred and is continuing. The Indemnitee will join in the Lessee's
efforts to sever such action. In the event that an Indemnitee has assumed control of any such proceeding, it shall keep the Lessee fully apprised of the status of such action, suit or proceeding and
shall provide the Lessee with all information with respect to such action, suit or proceeding as the Lessee may reasonably request. The Indemnitee may participate at its own expense and with its own
counsel in any proceeding conducted by the Lessee in accordance with the foregoing. The Lessee shall not enter into any settlement or other compromise with respect to any Claim which is entitled to be
indemnified under Section 13.1 or 13.3 without prior written consent of the Indemnitee, which consent shall not be unreasonably withheld in the case of a money settlement not involving an
admission of liability of such Indemnitee.

Upon
payment in full of any Claim by the Lessee pursuant to Section 13.1 or 13.3 to or on behalf of an Indemnitee, the Lessee, without any further action, shall be subrogated to
any and all claims that such Indemnitee may have relating thereto (other than claims in respect of insurance policies maintained by such Indemnitee at its own expense), and such Indemnitee shall
execute such instruments of assignment and conveyance, evidence of claims and payment and such other documents, instruments and agreements as may be necessary to preserve any such claims and otherwise
cooperate with the Lessee and give such further assurances as are necessary or advisable to enable the Lessee to pursue such claims.

Any
amount payable to an Indemnitee pursuant to Section 13.1 or 13.3 shall be paid to such Indemnitee promptly upon receipt of a written demand therefor from such Indemnitee,
accompanied by a written statement describing in reasonable detail the basis for such indemnity and the computation of the amount so payable.



38

---



39

---



(b)Contests.If any claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax
Indemnitee (including a written notice of such proceeding) for any Imposition as to which the Lessee may have an indemnity obligation pursuant to this Section 13.5, or if any Tax Indemnitee
shall reasonably and in good faith determine that any Imposition to which the Lessee may have an indemnity obligation pursuant to this Section 13.5 may be payable, such Tax Indemnitee shall
promptly (and in any event, within thirty (30) days) notify the Lessee in writing (providedthat failure to so notify the Lessee within thirty
(30) days shall not alter such Tax Indemnitee's rights under this Section 13.5 except to the extent such failure precludes or materially adversely affects the ability to conduct a
contest of any Impositions) and shall not take any action with respect to such claim, proceeding or Imposition without the written consent of the Lessee (such consent not to be unreasonably withheld
or unreasonably delayed) for thirty (30) days after the receipt of such notice by the Lessee;provided, however,that in the case of any such
claim or proceeding, if such Tax Indemnitee shall be required by law or regulation to take action prior to the end of such thirty (30) day period, such Tax Indemnitee shall, in such notice to
the Lessee, so inform the Lessee and such Tax Indemnitee shall not take any action with respect to such claim, proceeding or Imposition without the consent of the Lessee (such consent not to be
unreasonably withheld or unreasonably delayed) for ten (10) days after the receipt of such notice by the Lessee unless such Tax Indemnitee shall be required by law or regulation to take action
prior to the end of such ten (10) day period.

The
Lessee shall be entitled for a period of thirty (30) days from receipt of such notice from such Tax Indemnitee (or such shorter period as such Tax Indemnitee has notified the
Lessee is required by law or regulation for such Tax Indemnitee to commence such contest), to request in writing that such Tax Indemnitee contest the Imposition, at the Lessee's sole expense. If
(x) such contest can be pursued in the name of the Lessee and independently from any other proceeding involving an Imposition of such Tax Indemnitee for which the Lessee has not agreed to
indemnify such Tax Indemnitee or (y) such Tax Indemnitee so requests, then the Lessee shall be permitted to control the contest of such claim, providedthat in the case of any such contest, if such
Tax Indemnitee determines reasonably and in good faith that such contest by the Lessee could have
a material adverse impact on the business or operations of such Tax Indemnitee (and in the case of clause (x), will not have a material adverse impact on Lessee) and provides a written
explanation to the Lessee of such determination, such Tax

40

---

Indemnitee
may elect to control or reassert control of the contest and reasonably pursue resolution of such contest, andprovidedthat by taking control
of the contest, the Lessee acknowledges that it is solely responsible for the Imposition ultimately determined to be due by reason of such contest, andprovided,
further,that in determining the application of clause (x) above, each Tax Indemnitee shall take any and all reasonable steps to segregate claims for any Taxes for which
the Lessee indemnifies hereunder from Taxes for which the Lessee is not obligated to indemnify hereunder, so that the Lessee can control the contest of the former. In all other claims relating to
Impositions requested to be contested by the Lessee, such Tax Indemnitee shall control the contest of such claim, acting through counsel reasonably acceptable to the Lessee. Notwithstanding anything
to the contrary contained herein, in no event shall the Lessee be permitted to pursue or continue any contest (or such Tax Indemnitee be required to pursue or continue any contest) of any Imposition
or claim thereof through any action, suit or proceeding (A) if such Tax Indemnitee provides the Lessee with a legal opinion of independent counsel reasonably acceptable to the Lessee that such
action, suit or proceeding involves a risk of imposition of criminal liability on any Tax Indemnitee or will involve a material risk of imposition of civil liability on any Tax Indemnitee or the sale,
forfeiture or loss of, or the creation of any Lien (other than a Permitted Property Lien) on the Property or any part thereof or any interference with the payment of Rent unless, with respect to civil
liability only, the Lessee shall have posted a bond or other security reasonably satisfactory to the relevant Tax Indemnitees in respect of such risk, (B) if a Lease Default or Lease Event of
Default has occurred and is continuing, (C) unless the Lessee shall have agreed to pay and shall pay to such Tax Indemnitee on demand and on an After Tax Basis all reasonable
out-of-pocket costs, losses and expenses that such Tax Indemnitee may incur in connection with contesting such Imposition or claim thereof, including all reasonable legal,
accounting and investigatory fees and disbursements as well as the Impositions which are the subject of such contest to the extent the contest is unsuccessful, or (D) if such contest shall
involve the payment of the Imposition prior to the contest, unless the Lessee shall provide to such Tax Indemnitee an interest-free advance in an amount equal to the Imposition that the
Tax Indemnitee is so required to pay on an After Tax Basis and (E) prior to commencing any contest, the Lessee shall have acknowledged in writing its liability for the Imposition (if and to the
extent that the Tax Indemnitee or Lessee, as the case may be, shall not prevail in the contest in respect of the Imposition). In addition, no contest of any Imposition shall be required:
(A) unless the amount of the potential indemnities (taking into account all similar or logically related claims that have been or are likely to be raised in any audit involving such Tax
Indemnitees for which the Lessee may be liable to pay an indemnity under this Section 13.5(b)) exceeds $50,000 and (B) unless, if requested by such Tax Indemnitee, the Lessee shall have
provided to such Tax Indemnitee at the Lessee's sole expense, an opinion of independent counsel selected by the Lessee and reasonably acceptable to the Tax Indemnitee that a reasonable basis exists to
contest such Imposition (or, in the case of an appeal from an adverse judicial determination, that there is substantial authority for a reversal or favorable modification of such decision of such
appeal). In no event shall a Tax Indemnitee be required to appeal
an adverse judicial determination to the United States Supreme Court.

The
party conducting and controlling the contest of an Imposition shall consult in good faith with the other party and its counsel with respect to such contest (or claim for refund) but
the decisions regarding what actions are to be taken with respect to such contest shall be made by the controlling party in its sole judgment. In addition, the party controlling the contest shall keep
the non-controlling party reasonably informed as to the progress of the contest, and shall provide the noncontrolling party with a copy of (or appropriate excerpts from) any reports or
claims issued by the relevant Governmental Authority to the controlling party thereof, relating to such contest.

Each
Tax Indemnitee shall, at the Lessee's sole expense, supply the Lessee with such information and documents reasonably requested by the Lessee as are necessary or advisable for the
Lessee to participate in any action, suit or proceeding to the extent permitted by this Section 13.5(b) so long as such information or documents are not, in the reasonable judgment of the Tax
Indemnitee, confidential

41

---

information
or documents. Notwithstanding anything in this Section 13.5(b) to the contrary, so long as no Lease Event of Default shall have occurred and be continuing, no Tax Indemnitee shall
enter into any settlement or other compromise or fail to appeal an adverse determination with respect to any claim for an Imposition for which it is entitled to be indemnified under this
Section 13.5 (and with respect to which contest is required under this Section 13.5(b)) without the prior written consent of the Lessee (which shall not be unreasonably withheld or
delayed), unless such Tax Indemnitee waives its right to be indemnified under this Section 13.5 with respect to such claim pursuant to the next paragraph.

Notwithstanding
anything contained herein to the contrary, a Tax Indemnitee will not be required to contest or continue to contest (and the Lessee shall not be permitted to contest or
continue to contest) a claim with respect to any Imposition and shall be permitted to settle or commence any such claim without the consent of Lessee if (i) such Tax Indemnitee shall waive its
right to indemnification under this Section 13.5 with respect to such claim (and any claim with respect to such year or any other taxable year the contest of which is materially adversely
affected as a result of such waiver) and the Tax Indemnitee returns to the Lessee all amounts previously advanced to the Indemnitee with respect to the contest of such claim or (ii) such
Imposition is the sole result of a claim of a continuing and consistent nature, which claim has previously been resolved against the relevant Tax Indemnitee (unless a change in law or facts has
occurred since such prior adverse resolution and the Lessee provides an opinion of independent tax counsel reasonably satisfactory to the Tax Indemnitee to the effect that it is more likely than not
that such change in law or facts will result in a favorable resolution of the claim at issue).

(c)   [Intentionally
omitted]

(d)Payments.Any Imposition indemnifiable under this Section 13.5 shall be paid when due directly to the applicable
taxing authority if such direct payment is practicable and permitted. If direct payment to the applicable taxing authority is not permitted or is otherwise not made, any amount payable to a Tax
Indemnitee pursuant to this Section 13.5 shall be paid to the Tax Indemnitee within thirty (30) days after receipt of a written demand therefor from such Tax Indemnitee, which demand
shall be, accompanied by a written statement describing in reasonable detail the amount so payable, but not before ten (10) Business Days prior to the date that the relevant Imposition is due.
Any payments made pursuant to this Section 13.5 shall be made directly to such Tax Indemnitee entitled thereto or the Lessee, as the case may be, in immediately available funds at such bank or
to such account as specified by the payee in written directions to the payor, or, if no such direction shall have been given, by check of the payor payable to the order of the payee by certified mail,
postage prepaid at its address as set forth in Schedule II hereto. Upon the request of any Tax Indemnitee with respect to Impositions that the Lessee is required to pay, the Lessee shall
furnish to such Tax Indemnitee the original or a certified copy of a receipt for the Lessee's payment of such Imposition or such other evidence of payment as is reasonably acceptable to such Tax
Indemnitee.

(e)Reports.In the case of any report, return or statement required to be filed with respect to any Impositions that are
subject to indemnification under this Section 13.5, the Lessee shall promptly notify such Tax Indemnitee of such requirement and, at the Lessee's sole expense (i) if the Lessee is
permitted by Applicable Law, timely file such report, return or statement in its own name and send a copy of such report, return or statement to the Tax Indemnitee, or (ii) if such report,
return or statement is required to be in the name of or filed by such Tax Indemnitee, or the Tax Indemnitee otherwise requests that such report, return or statement be filed in the name of or by such
Tax Indemnitee, the Lessee shall prepare and furnish such report, return or statement in such manner as shall be satisfactory to such Tax Indemnitee and shall send the same to such Tax Indemnitee for
filing no later than fifteen (15) days prior to the due date therefor. In any case in which such Tax Indemnitee will file any such report, return or statement, the Lessee shall, upon written
request of such Tax

42

---

Indemnitee,
provide such Tax Indemnitee with such information as is reasonably necessary to allow such Tax Indemnitee to file such report, return or statement.

(f)    [Intentionally
Omitted.]

(g)Disclosure.Any obligations of confidentiality contained in or applicable to this Participation Agreement or the other
Operative Documents, as they relate to the terms and provisions of this Participation Agreement and the Transactions, shall not apply to the federal tax structure or federal tax treatment of the
Transactions, and each party hereto (and any employee, representative, or agent of any party hereto) may disclose to any and all persons, without limitation of any kind, the federal tax structure and
federal tax treatment of the Transactions. It is the intention of the Parties that the Transaction shall not be treated as having been offered under conditions of confidentiality for purposes of
Section 1.6011-4(b)(3) (or any successor provision) of the Treasury Regulations promulgated under Section 6011 of the Code and shall be construed in a manner consistent with
such purpose. In addition, each party hereto acknowledges that it has no proprietary or exclusive rights to the federal tax structure of the Transactions or any federal tax matter or federal tax idea
related to the Transactions.

Section 13.6. Indemnity Payments in Addition to Lease Obligations.The Lessee acknowledges and agrees that the
Lessee's obligations to make indemnity payments under this Article XIII are separate from, in addition to, and do not reduce, the Lessee's obligations to pay any amounts owing from time to time
under the Lease.

ARTICLE XIV  [INTENTIONALLY RESERVED]

ARTICLE XV  MISCELLANEOUS

Section 15.1. Survival of Agreements.The representations, warranties, covenants, indemnities and agreements of the
parties provided for in the Operative Documents, and the parties' obligations under any and all thereof, shall survive the execution and delivery of this Participation Agreement, the transfer of the
Property to the Lessor, any disposition of any interest of the Lessor, the Lessee or any Purchaser in the Property and the payment of the Notes and the Lessor Amounts, and shall be and continue in
effect to the extent set forth in such Operative Documents notwithstanding any investigation made by any party and the fact that any party may waive compliance with any of the other terms, provisions
or conditions of any of the Operative Documents. Except as otherwise expressly set forth herein or in the other Operative Documents, the indemnities of the parties provided for in the Operative
Documents shall survive the expiration or termination of any thereof.

Section 15.2. No Broker, Etc.Each of the parties hereto represents to the others that it has not retained or employed
any broker, finder or financial adviser to act on its behalf in connection with this Participation Agreement or the transactions contemplated herein or in the other Operative Documents nor has it
authorized any broker, finder or financial adviser retained or employed by any other Person so to act, except that the Lessee has engaged the Arranger to act as placement agent. In the event that any
party retains any other broker, finder or financial advisor, such party will promptly notify the other parties in writing of such broker, finder or financial advisor. Any party which is in breach of
this representation shall indemnify and hold the other parties harmless from and against any liability arising out of such breach of this representation.

Section 15.3. Notices.Unless otherwise specifically provided herein, all notices, consents, directions, approvals,
instructions, requests and other communications required or permitted by the terms hereof to be given to any Person (a) shall be directed to the address or facsimile number of such Person as
indicated on Schedule II hereof and (b) shall be given in writing by United States mail, by

43

---

nationally
recognized courier service, by hand or by facsimile, and any such notice shall become effective (i) if delivered by United States mail, three (3) Business Days after being
deposited in the mail, certified or registered with appropriate postage prepaid, (ii) if delivered by a nationally recognized courier service, upon delivery to the intended recipient,
(iii) if delivered by hand, when received or (iv) if delivered by facsimile, when transmitted (upon electronic confirmation thereof) providedthat any facsimile transmitted after
5:00 p.m. (recipient time) shall be deemed to have been received on the next Business Day. From
time to time any party may designate a new address or facsimile number for purposes of notice hereunder by written notice to each of the other parties hereto in accordance with this Section.

Section 15.4. Counterparts.This Participation Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 15.5. Amendments, Etc.Neither any Operative Document nor any of the terms thereof may be terminated (except
as expressly required under the terms of any Operative Document or upon payment in full of the Lease Balance or effective exercise and consummation of the Remarketing Option in accordance with
Article XX of the Master Lease and payment in full of all amounts due in accordance therewith), amended, supplemented, waived or modified without the written agreement or consent of the
Required Participants;provided, however,that:



44

---



Section 15.6. Headings, Etc.The Table of Contents and headings of the various Articles and Sections of this
Participation Agreement are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof.

Section 15.7. Parties in Interest.Except as expressly provided herein, none of the provisions of this Participation
Agreement is intended for the benefit of any Person except the parties hereto;provided, that the RVI Provider is a third-party beneficiary of this
Participation Agreement. No party hereto shall assign or transfer any of its rights or obligations under the Operative Documents except in accordance with the terms and conditions thereof.

Section 15.8. GOVERNING LAW.THIS PARTICIPATION AGREEMENT AND THE OTHER OPERATIVE DOCUMENTS
(EXCEPT AS OTHERWISE PROVIDED IN ANY OPERATIVE DOCUMENT) AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK (EXCLUDING ANY CONFLICTS OF LAW RULES WHICH WOULD OTHERWISE CAUSE THIS PARTICIPATION AGREEMENT TO BE CONSTRUED OR ENFORCED IN ACCORDANCE WITH, OR THE RIGHTS OF THE PARTIES TO BE
GOVERNED BY, THE LAWS OF ANY OTHER JURISDICTION).

Section 15.9. Severability.Any provision of this Participation Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 15.10. SUBMISSION TO JURISDICTION.EACH PARTY HERETO HEREBY SUBMITS TO THE
NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS PARTICIPATION AGREEMENT OR
ANY OF THE OTHER OPERATIVE DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.

Section 15.11. No Participant Responsible for Other Participants.The obligations of each Participant under this
Participation Agreement and the other Operative Documents are several and not joint; and

45

---

in
the event of a failure by a Participant to perform any of its obligations hereunder or under any other Operative Document, neither the Indenture Trustee, the Lessor nor any other Purchaser (other
than the defaulting Participant) shall have any liability as a consequence thereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

46

---

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

| |  | SABRE HOLDINGS CORPORATION, as Lessee Guarantor          
| |  | ---------------------------------------------------------
| |  | By                                                       
| |  |                                                          
| |  |                                                          
| |  |                                                          
| |  | SABRE INC., as Lessee                                    
| |  | By                                                       
| |  |                                                          
| |  |                                                          
| |  |                                                          
| |  | CSL LEASING INC., as Lessor                              
| |  | By                                                       
| |  |                                                          
| |  |                                                          
| |  |                                                          
| |  | THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as Purchaser
| |  | By                                                       
| |  |                                                          
| |  |                                                          
| |  |                                                          

S-1

---

| |  | BAYSTATE INVESTMENTS, LLC, as Purchaser                   
| |  | ----------------------------------------------------------
| |  |                                                           
| |  |                                                           
| |  | By                                                        
| |  |                                                           
| |  | RGA REINSURANCE COMPANY, as Purchaser                     
| |  |                                                           
| |  |                                                           
| |  | By                                                        
| |  |                                                           
| |  | JOHN HANCOCK LIFE INSURANCE COMPANY, as Purchaser         
| |  | By                                                        
| |  |                                                           
| |  | JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY, as Purchaser
| |  | By                                                        
| |  |                                                           
| |  |                                                           

S-2

---

| |  | INVESTORS PARTNER LIFE INSURANCE COMPANY, as Purchaser                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  | SIGNATURE 6 LIMITED, as Purchaser                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  | By                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  | GOLDMAN SACHS INTERNATIONAL, as Purchaser                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | By                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  | *Notwithstanding any provision to the contrary contained in this indenture, the issuer acknowledges and agrees that (i) Goldman Sachs International is executing this indenture in connection with a collateral debt obligation transaction (the
"CDO Transaction") pursuant to which John Hancock Life Insurance Company will serve as the portfolio advisor to Signature 7 L.P., (ii) if the closing of the CDO Transaction occurs, Goldman Sachs International will sell the securities to
Signature 7 L.P. and (iii) the representations, warranties and covenants made by Goldman Sachs International in this indenture shall be construed in light of the circumstances described in (i) and (ii) above
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

S-3

---

| |  | THE TRAVELERS INSURANCE COMPANY, as Purchaser       
| |  | ----------------------------------------------------
| |  | By                                                  
| |  |                                                     
| |  | THE TRAVELERS LIFE AND ANNUITY COMPANY, as Purchaser
| |  | By                                                  
| |  |                                                     
| |  | PRIMERICA LIFE INSURANCE COMPANY, as Purchaser      
| |  | By                                                  
| |  |                                                     
| |  | THE CANADA LIFE ASSURANCE COMPANY, as Purchaser     
| |  | By                                                  
| |  |                                                     
| |  |                                                     

S-4

---

| |  | CANADA LIFE INSURANCE COMPANYof New York, as Purchaser                                        
| |  | ----------------------------------------------------------------------------------------------
| |  | By                                                                                            
| |  |                                                                                               
| |  | SWISS RE LIFE AND HEALTH, INC., as Purchaser
By:    Swiss Re Asset Management (Americas), Inc.
| |  | By                                                                                            
| |  |                                                                                               
| |  | BENEFICIAL LIFE INSURANCE COMPANY, as Purchaser                                               
| |  | By                                                                                            
| |  |                                                                                               

| |  | WILMINGTON TRUST COMPANY, as Indenture Trustee
| |  | ----------------------------------------------
| |  | By                                            
| |  |                                               
| |  |                                               
| |  |                                               

S-5

---



APPENDIX A  TO PARTICIPATION AGREEMENT

A.Interpretation.In each Operative Document, unless a clear contrary intention appears:



B.Computation of Time Periods.Unless otherwise specified in any Operative Document, for purposes of
computation of periods of time under the Operative Documents, the word "from" means "from and including" and the words "to" and "until" each mean "to but excluding."

C.Accounting Terms and Determinations.Unless otherwise specified herein, all accounting terms used therein
shall be interpreted, all accounting determinations thereunder shall be made, and all financial statements required to be delivered thereunder shall be prepared in accordance with GAAP, applied on a
basis consistent (except for changes concurred in by the Lessee's independent public accountants) with the most recent audited consolidated financial statements of the Lessee Guarantor and its
Subsidiaries delivered to the Participants.

D.Conflict in Operative Documents.If there is any conflict between any Operative Documents, such Operative
Documents shall be interpreted and construed, if possible, so as to avoid or minimize such conflict but, to the extent (and only to the extent) of such conflict, the Participation Agreement shall
prevail and control.

1

---

E.Legal Representation of the Parties.The Operative Documents were negotiated by the parties with the benefit
of legal representation and any rule of construction or interpretation otherwise requiring the Operative Documents to be construed or interpreted against any party shall not apply to any construction
or interpretation hereof or thereof.

F.Defined Terms.Unless a clear contrary intention appears or unless otherwise defined therein, the following
defined terms shall have the respective indicated meanings when used in each Operative Document.

"Account"means the account identified by the Indenture Trustee in a writing delivered to Lessee into which all payments by the Lessee
under the Operative Documents shall be made. The Account shall be specified on Schedule II to the Participation Agreement, as such Schedule may from time to time be amended, supplemented,
amended and restated or otherwise modified.

"Acquisition Date"is defined in Section 6.1 of the Participation Agreement.

"Actual Knowledge"means (a) as it applies to the Indenture Trustee, actual knowledge of, including any written notices received
by, an officer in the Corporate Trust Department of the Indenture Trustee and (b) as it applies to the Lessor, actual knowledge of, including any written notices received by the President, any
Vice President, the Treasurer or the Secretary or any other officer whose responsibilities include administration of the Transactions;provided, however,
that the Lessor and the Indenture Trustee shall be deemed to have "actual knowledge" of any matter as to which such Person has been given
notice by any party to any Operative Document pursuant to Section 26.4 of the Lease or by any Purchaser or the Indenture Trustee pursuant to Section 15.3 of the Indenture.

"Advance"means an advance of funds by the applicable Purchasers to the Lessor and the Lessor making funds available to acquire legal
title to the Property pursuant to Article III of the Participation Agreement.

"Affiliate"means, as to any Person, (i) any other Person (a"Controlling Person")
that directly, or indirectly through one or more intermediaries, controls such Person or (ii) any Person (other than such Person and its Subsidiaries) which is controlled by or is under common
control with a Controlling Personprovided, however,that the Indenture Trustee shall not be deemed to be an Affiliate of the Purchasers and vice versa. As
used herein, the term "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

"After Tax Basis"means, with respect to any payment to be received, the amount of such payment increased so that, after deduction of the
amount of all taxes required to be paid by the recipient (less any tax savings actually realized by the recipient as a result of the payment of the indemnified amount) with respect to the receipt by
the recipient of all such amounts, such increased payment (as so reduced) is equal to the payment otherwise required to be made.

"Aggregate Commitment Amount"means, on any date, $178,900,000 as such amount may be reduced from time to time pursuant to
Section 4.3(b) of the Participation Agreement.

"Anti-Terrorism Order"means Executive Order No. 13,224 66 Fed Reg. 49,079 (2001) issued by the President of the United
States of America (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism).

"Applicable Law"means all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations,
ordinances, judgments, decrees and injunctions affecting the Property, the Improvements thereon or the demolition, construction, use or alteration thereof, whether now or hereafter enacted and in
force, including any that require repairs, modifications or alterations in or to the Property or in any way limited the use and enjoyment thereof (including all building, zoning and fire codes and the
Americans with Disabilities Act of 1990, 42 U.S.C. § 1201et seq. and any other

2

---

similar
federal, state or local laws or ordinances and the regulations promulgated thereunder) and any that may relate to environmental requirements (including all Environmental Laws), and all
permits, certificates of occupancy, licenses, authorizations and regulations relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instruments that are of
record affecting the Property, the Appurtenant Rights and any easements, licenses or other agreements entered into pursuant to Section 11.2 of the Master Lease.

"Appraisal"means, with respect to the Property, an appraisal of the Fair Market Sales Value of the Property, which appraisal complies in
all material respects with all of the provisions of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, the rules and regulations adopted pursuant thereto, and all
other applicable Requirements of Law, and is addressed to the Indenture Trustee, each Purchaser and the Lessor. Each Appraisal shall be prepared by an Appraiser selected by the Required Participants
and reasonably acceptable to the Lessee.

"Appraiser"means the appraiser that prepared an Appraisal of the Property or such other Person selected by the Required Participants.

"Appurtenant Rights"means, with respect to any Land, (i) all agreements, easements, rights of way or use, rights of ingress or
egress, privileges, appurtenances, tenements, and other rights and benefits at any time belonging or pertaining to such Land or the Improvements thereon, including, without limitation, the use of any
streets, ways, alleys, vaults or strips of land adjoining, abutting, adjacent or contiguous to such Land and (ii) all permits, licenses and rights, whether or not of record, appurtenant to such
Land.

"Arranger"means J.P. Morgan Securities Inc., in its capacity as arranger.

"Assigned Leases"is defined in Section 2(a) of the Assignment of Lease and Rent.

"Assignment of Lease and Rent"means the Assignment of Lease and Rent and Security Agreement dated as of June 15, 2003, from the
Lessor, as assignor, to the Indenture Trustee for the benefit of the Purchasers, as assignee, substantially in the form ofExhibit Fto the
Participation Agreement, as the same may be amended, supplemented, amended and restated or otherwise modified from time to time.

"Authorized Officer"means (i) as to the Lessee, the Chairman of the Board, the President, the Executive Vice President and Chief
Financial Officer, the Vice President and Treasurer and any other officer of the Lessee authorized by the board of directors of the Lessee to execute and deliver any Operative Document on behalf of
the Lessee and (ii) as to the Lessor, any officer of the Lessor authorized by the board of directors of the Lessor to execute and deliver any Operative Document on behalf of the Lessor.

"Bankruptcy Code"means Title 11 of the United States Code entitled "Bankruptcy" as now or hereafter in effect or any successor thereto.

"Basic Rent"means the sum of (i) the Purchaser Basic Rent and (ii) the Lessor Basic Rent, calculated as of the applicable
date on which Basic Rent is due.

"Bill of Sale"is defined in Section 6.1(j) of the Participation Agreement.

"Business Day"means a day other than a Saturday, Sunday or other day on which commercial banks in Dallas, Texas, Wilmington, Delaware or
New York, New York are authorized or required by law to close.

"Called Principal"means, with respect to any Note or Lessor Amount, the principal of such Note or Lessor Amount that is to be prepaid
pursuant to any Operative Document or has become or is declared to be immediately due and payable pursuant to any Operative Document, as the context requires.

3

---

"Casualty"means any damage or destruction of all or any portion of the Property as a result of a fire, flood, earthquake or other
casualty.

"CERCLA"means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C.
§§ 9601et seq.,as amended by the Superfund Amendments and Reauthorization Act of 1986.

"Certifying Party"is defined in Section 22.1 of the Master Lease.

"Change in Control"is defined in Section 10.2 of the Participation Agreement.

"Claims"means any and all obligations, liabilities, losses, actions, suits, judgments, penalties, fines, claims, demands, settlements,
costs and expenses (including, without limitation, reasonable legal fees and expenses) of any nature whatsoever, but shall not include Taxes or Impositions.

"Code"means the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder.

"Collateral"means any collateral pledged by the Lessor to the Indenture Trustee pursuant to the Operative Documents to secure the
Lessor's obligations under the Indenture and the Notes, but excluding any Excepted Payments and Excepted Rights.

"Commitment"means (i) as to any Purchaser, its Note Commitment, and (ii) as to the Lessor, the Lessor Commitment.

"Commitment Percentage"means, with respect to any Participant, the percentage set forth opposite such Participant's name under the
heading "Commitment Percentage" on Schedule I to the Participation Agreement.

"Condemnation"means any condemnation, requisition, confiscation, seizure or other taking or sale of the use, access, occupancy, easement
rights or title to the Property or any part thereof, wholly or partially (temporarily or permanently), by or on account of any actual or threatened eminent domain proceeding or other taking of action
by any Person having the power of eminent domain, including an action by a Governmental Authority to change the grade of, or widen the streets adjacent to, the
Property or alter the pedestrian or vehicular traffic flow to the Property so as to result in change in access to the Property, or by or on account of an eviction by paramount title or any transfer
made in lieu of any such proceeding or action. A "Condemnation" shall be deemed to have occurred on the earliest of the dates that use, occupancy or title vests in the condemning authority.

"Consolidated Net Income"means, as of any date for the four fiscal quarter period ending on such date or most recently ended with respect
to the Lessee Guarantor and its consolidated Subsidiaries on a consolidated basis, net income (excluding extraordinary items) for such period determined in accordance with GAAP.

"Consolidated Net Worth"means, as of any date with respect to the Lessee Guarantor and its consolidated Subsidiaries on a consolidated
basis, shareholders' equity or net worth, as determined in accordance with GAAP.

"Contract Rents"is defined in Section 2(b) of the Assignment of Lease and Rent.

"Contracts"is defined in Section 2(b) of the Assignment of Lease and Rent.

"Control Event"is defined in Section 10.2 of the Participation Agreement.

"Controlled Group"means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated)
under common control which, together with the Lessee, the Lessee Guarantor or any of their respective Subsidiaries, are treated as a single employer under Section 414 of the Code.

4

---

"Deed"means a special warranty deed with respect to the real property comprising the Property, in conformity with Applicable Law and
appropriate for recording with the applicable Governmental Authorities, conveying fee simple title to such real property to the Lessor, subject only to Permitted Property Liens.

"Deed of Trust"means the Deed of Trust and Security Agreement with Assignment of Rents between the Lessor and the Indenture Trustee and
joined by the Lessee, substantially in the form ofExhibit Gto the Participation Agreement.

"Default"means any condition, occurrence or event that, after notice or lapse of time or both, would constitute an Event of Default.

"Discounted Value"means, with respect to the Called Principal of any Note or Lessor Amount, the amount obtained by discounting all
Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted
financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes or Yield on the Lessor Amounts, as applicable, is payable) equal to the
Reinvestment Yield with respect to such Called Principal.

"Documentation Date"is defined in Section 2.1 of the Participation Agreement.

"Dollars"and"$"mean dollars in lawful currency of the United States.

"End of the Term Report"is defined in Section 13.2(a) of the Participation Agreement.

"Environmental Audit"means, with respect to the Property, a Phase One environmental site assessment (the scope and performance of which
meets or exceeds the then most current ASTM Standard Practice E1527 for Environmental Site Assessments: Phase One Environmental Site Assessment Process) of the Property.

"Environmental Laws"means any and all applicable federal, state, local or municipal laws, rules, orders, regulations, statutes,
ordinances, codes, permits, licenses, authorizations, decrees or other legal requirement regulating, relating to or imposing liability or standards of conduct concerning protection of human health or
the environment or the use, storage, recycling, handling, disposal, discharge, transport, treatment or generation of Hazardous Materials, as now or may at any time be in effect during the Lease Term,
including CERCLA, RCRA, the Clean Air Act, 42 U.S.C.§7401et seq.,the Toxic Substances
Control Act, 15 U.S.C.§2601et seq.and any rules and regulations promulgated thereunder.

"Environmental Violation"means, with respect to the Property, any activity, occurrence or condition that violates, or results in
non-compliance with any Environmental Law.

"Equipment"means the office furniture and fixtures and audiovisual equipment subject to the Master Lease and described in
Appendix A of the appraisal dated May    , 2003, performed by American Appraisal Associates and addresses to JP Morgan Leasing Inc. and all other equipment, apparatus,
fittings and personal property of every kind and nature whatsoever purchased, leased or otherwise acquired by the Lessor using the proceeds of the sale of the Notes and/or the Lessor Amounts and now
or subsequently attached to, contained in or used or usable in any way in connection with any operation or letting of the Property, including but without limiting the generality of the foregoing, all
furniture and furnishings, heating, electrical, switch gear, power supply, lightening, plumbing, ventilation, air conditioning and air cooling systems, refrigerating equipment, generators, locking and
unlocking equipment, communication systems, sprinkler system and fire prevention systems, security systems and fixtures of all kinds;provided however,that the term"Equipment"shall expressly exclude all inventory.

5

---

"ERISA"means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and
rulings issued thereunder.

"ERISA Affiliate"means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company
under Section 414 of the Code.

"Event of Default"means a Lease Event of Default or an Indenture Event of Default.

"Event of Loss"means any of the following events: (i) destruction, damage beyond repair or rendition of the Property as a whole or
in material part permanently unfit for the Lessee's normal use for any reason whatsoever; or (ii) the condemnation, confiscation or seizure in whole or in a material part of the Property, or
requisition of title to, or use of, a material part of the Property rendering such portion of the Property permanently unfit for the Lessee's normal use; or (iii) the occurrence or discovery of
an environmental condition or violation the costs of remediation of which would reasonably be expected to equal or exceed $2,000,000.

"Excepted Payments"means:



"Excepted Rights"means the following rights of the Lessor, which shall at all times be exercised by the Lessor to the exclusion of the
Indenture Trustee: (a) all rights to Excepted Payments, including the right to demand, collect or commence an action at law to obtain such payments and to enforce any judgment with respect
thereto and (b) all right, title and interest of the Lessor in the Shared Rights.

"Excess Casualty/Condemnation Proceeds"is defined in Section 14.2(g) of the Master Lease.

"Excess Sales Proceeds"means with respect to the Property the excess, if any, of (x) the aggregate of all proceeds received by the
Lessor in connection with any sale or reletting of the Property pursuant to the Lessor's exercise of remedies under Section 16.2 of the Master Lease or the Lessee's exercise of the Remarketing
Option with respect to the Property under Article XX of the Master Lease (in either case, less, to the extent not reimbursed by the Lessee, all fees, costs and expenses of the Lessor in
connection with the exercise of its rights and remedies thereunder or any such sale or reletting),minus(y) the Property Balance of the
Property.

6

---

"Exchange Act"means the Securities Exchange Act of 1934, as amended, and regulations promulgated thereunder.

"Expiration Date"means, with respect to the Master Lease, the earlier of (a) the date the Master Lease shall have been terminated
in accordance with the provisions thereof and (b) the tenth anniversary of the Documentation Date.

"Expiration Date Purchase Obligation"means the Lessee's obligation, pursuant to Section 18.2 of the Master Lease, to purchase the
Property on the Expiration Date.

"Fair Market Sales Value"means, with respect to the Property, the amount, which in any event shall not be less than zero, that would be
paid in cash in an arm's-length transaction between an informed and willing purchaser and an informed and willing seller, neither of whom is under any compulsion to purchase or sell, respectively, for
the ownership of the Property. The Fair Market Sales Value of the Property shall be determined based on the assumption that, except for purposes of Article XVI of the Master Lease and
Section 13.2 of the Participation Agreement, the Property is in the condition and state of repair required under Section 9.1 of the Master Lease and the Lessee is in compliance with the
other requirements of the Operative Documents relating to the condition of the Property.

"Fees"is defined in Section 4.4 of the Participation Agreement.

"F.R.S. Board"means the Board of Governors of the Federal Reserve System or any successor thereto.

"Funding Request"is defined in Section 3.4 of the Participation Agreement.

"GAAP"means accounting principles generally accepted in the United States from time to time set forth from time to time in the opinions
and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or
agencies with similar functions of comparable stature and authority within the U.S. accounting profession), which are applicable to the circumstances as of the date of determination.

"Governmental Action"means all permits, authorizations, registrations, consents, approvals, waivers, exceptions, variances, orders,
judgments, written interpretations, decrees, licenses, exemptions, publications, filings, notices to and declarations of or with, or required by, any Governmental Authority, or required by any
Applicable Law, and shall include, without limitation, all environmental and operating permits and licenses that are required for the full use, occupancy, zoning and operation of the Property.

"Governmental Authority"means the United States federal government, any state or other political subdivision thereof, any central bank
(or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any
corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

"Gross Remarketing Proceeds"is defined in Section 20.2(h) of the Master Lease.

"Guaranty"means the Lease Guaranty dated as of June 15, 2003, from the Lessee Guarantor in favor of the Lessor, the Purchasers and
the Indenture Trustee, substantially in the form of Exhibit H to the Participation Agreement.

"Hazardous Activity"means any activity, process, procedure or undertaking that directly or indirectly (i) produces, generates or
creates any Hazardous Material; (ii) causes or results in (or threatens to cause or result in) the Release of any Hazardous Material into the environment (including air, water vapor, surface
water, groundwater, drinking water, land (including surface or subsurface), plant, aquatic and animal life); (iii) involves the containment or storage of any Hazardous Material; or

7

---

(iv) would
be regulated as hazardous waste treatment, storage or disposal within the meaning of any Environmental Law.

"Hazardous Materials"means any hazardous, toxic or dangerous materials, substances, chemicals, wastes or pollutants that from time to
time are defined by or pursuant to or are regulated under any Environmental Laws, including asbestos, polychlorinated biphenyls, petroleum, petroleum derivatives or
by-products, other hydrocarbons, urea formaldehyde and any material, substance, pollutant or waste that is defined as a hazardous waste under RCRA or defined as a hazardous substance under
CERCLA.

"Impositions"means any and all liabilities, losses, expenses and costs of any kind whatsoever for fees, taxes, levies, imposts, duties,
charges, assessments or withholdings of any nature whatsoever (all of the foregoing being defined as"Taxes") (including, without limitation,
(i) real and personal property taxes, including personal property taxes on any property covered by the Master Lease, and real estate or ad valorem taxes in the nature of property taxes;
(ii) sales taxes, use taxes and other similar taxes (including rent taxes and intangibles taxes); (iii) any excise taxes; (iv) real estate transfer taxes, conveyance taxes,
mortgage taxes, intangible taxes, stamp taxes and documentary recording taxes and fees; (v) taxes that are or are in the nature of franchise, income, value added, gross or net receipts,
privilege and doing business taxes, license and registration fees; (vi) assessments on the Property, including all assessments for public improvements or benefits (whether or not such
improvements are commenced or completed within the Lease Term; and (vii) all filing and reporting fees and expenses relating thereto, for the Property), and all interest, additions to tax and
penalties, which at any time may be levied, assessed or imposed by any foreign or U.S. federal, state or local authority upon or with respect to (a) any Tax Indemnitee, the Property or any part
thereof or interest therein, or the Lessee or any sublessee or user of the Property; (b) the financing, refinancing, demolition, construction, substitution, subleasing, assignment, control,
condition, occupancy, servicing, maintenance, repair, ownership, possession, purchase, rental, lease, activity conducted on, delivery, insuring, use, operation, improvement, transfer, return or other
disposition of the Property or any part thereof or interest therein; (c) the Notes, the Lessor Amounts or other indebtedness with respect to the Property or any part thereof or interest therein
or transfer thereof; (d) the rentals, receipts or earnings arising from the Property or any part thereof or interest therein; (e) the Operative Documents or any payment made or accrued
pursuant thereto; (f) the income or other proceeds received with respect to the Property or any part thereof or interest therein upon the sale or disposition thereof; (g) any contract
relating to the acquisition or delivery of the Improvements or any part thereof or interest therein; (h) the issuance of the Notes and payments thereon; or (i) otherwise in connection
with the transactions contemplated by the Operative Documents.

Notwithstanding
anything in the first paragraph of this definition (except as provided in the final paragraph of this definition) the term "Imposition"shall not mean or include:



8

---



Notwithstanding
the foregoing, the exclusions from the definition of Impositions set forth in clauses (vii) (except to the extent relating to the reference to
Section 12.3(a) and (b)) and (ix) above, shall not apply to any aggregate increase in Taxes imposed on or paid by, directly or indirectly, a Tax Indemnitee or an entity directly or
indirectly owned by a Tax Indemnitee (net of any decrease in Taxes actually realized by such Tax Indemnitee or entity as a direct result of its payment of such Taxes), to the extent that such Tax
increase would not have occurred if on each Acquisition Date the Lessor and the Purchasers had advanced funds to the Lessee in the form of a loan or a loan secured by the Property in an amount equal
to the Advance funded on such Acquisition Date, with interest for such loans equal to the Basic Rent payable on each Scheduled Payment Date on a principal balance at the maturity of such loans in an
amount equal to the then outstanding amount of the Advances at the end of the term of the Master Lease.

"Improvements"means all buildings, structures, fixtures, Equipment and other improvements of every kind existing at any time and from
time to time (including those purchased with amounts advanced by the Participants pursuant to the Participation Agreement) on or under any parcel of Land to be acquired pursuant to the terms of the
Operative Documents, together with any and all appurtenances to such buildings, structures or improvements, including sidewalks, utility pipes, conduits and lines, parking areas and roadways, and
including all Modifications and other additions to or changes in the Improvements at any time.

"Indebtedness"means, without duplication, with respect to the Lessee and each Subsidiary of the Lessee, such Person's
(i) obligations for borrowed money, (ii) obligations representing the deferred purchase price of any of its property or services (other than accounts payable arising in the ordinary

9

---

course
of such Person's business payable on terms customary in the trade), (iii) obligations, whether or not assumed, secured by Liens or payable out of the proceeds or production from any
property now or hereafter owned or acquired by such Person, (iv) obligations which are evidenced by notes, acceptances, or other instruments, (v) obligations under capitalized leases
which would be shown as a liability on a balance sheet of such Person, (vi) net liabilities under any agreement, device or arrangement designed to protect at least one of the parties thereto
from the fluctuation of interest rates, exchange rates or forward rates applicable to such party's assets, liabilities or exchange transactions (including any cancellation, buy back, reversal,
termination or assignment thereof), (vii) derivative interests as defined in FAS 133 of the Financial Accounting Standards Board and (viii) Indebtedness of another Person for
which such Person is obligated pursuant to a guaranty.

"Indemnitee"means each Participant, the Indenture Trustee, the Arranger and the RVI Provider.

"Indemnity Agreement"means the Indemnity Agreement dated as of June 15, 2003 from the Lessor Parent in favor of the Indenture
Trustee, for the benefit of the Purchasers, substantially in the form of Exhibit I to the Participation Agreement.

"Indenture"means the Indenture, dated as of June 15, 2003, between the Lessor and the Indenture Trustee, substantially in the form
of Exhibit D to the Participation Agreement.

"Indenture Default"means any event, act or condition that with notice or lapse of time, or both, would constitute an Indenture Event of
Default.

"Indenture Event of Default"is defined in Section 7.1 of the Indenture.

"Indenture Estate"shall have the meaning set forth in the Granting Clause of the Indenture.

"Indenture Trustee"means Wilmington Trust Company, a Delaware banking corporation, in its capacity as Indenture Trustee pursuant to the
Indenture.

"Institutional Investor"means (a) any original purchaser of a Note, (b) any holder of a Note holding more than $2,000,000
of the aggregate principal amount of the Notes then outstanding and (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment
company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form.

"Insurance Requirements"means the terms and conditions of any insurance policy, and the requirements of the issuer of any such policy,
which insurance policy is required to be maintained by the Lessee under the Master Lease in each case where the failure to comply with such terms, conditions and/or requirements would under applicable
law or the terms of such insurance policy constitute a valid defense to the insurer against payment of insurance proceeds thereunder.

"Land"means the individual fee interest or leasehold interest, as the case may be, in real property described on Schedule I to the
Lease Supplement, and includes all Appurtenant Rights attached thereto.

"Lease"means, collectively, the Master Lease and the Lease Supplement.

"Lease Balance"means, as of any date of determination, an amount equal to the sum of the Note Balance and the Lessor Balance and all
other amounts owing by the Lessee under the Operative
Documents (including without limitation, accrued and unpaid Basic Rent and Supplemental Rent, if any).

"Lease Default"means any event or condition that, with the lapse of time or the giving of notice, or both, would constitute a Lease Event
of Default.

"Lease Event of Default"is defined in Section 16.1 of the Master Lease.

10

---

"Lease Rents"is defined in Section 2(a)(i) of the Assignment of Lease and Rent.

"Lease Supplement"means Lease Supplement No. 1, substantially in the form set forth in Exhibit A to the Master Lease,
executed by the Lessee, the Lessor, dated the Acquisition Date and covering the Property described therein as the same may be amended, supplemented, amended and restated or otherwise modified from
time to time.

"Lease Term"is defined in Section 2.3 of the Master Lease.

"Lessee"means Sabre Inc., a Delaware corporation.

"Lessee Guarantor"means Sabre Holdings Corporation, a Delaware corporation.

"Lessor"means CSL Leasing Inc., a Delaware corporation.

"Lessor A Portion"is defined in Section 7.4 of the Participation Agreement.

"Lessor Amount"is defined in Section 3.2 of the Participation Agreement.

"Lessor B Portion"is defined in Section 7.4 of the Participation Agreement.

"Lessor Balance"means, as of any date of determination, an amount equal to the sum of the outstanding Lessor Amounts together with all
accrued and unpaid Yield thereon, the Make-Whole Amount, if any, and all other amounts owing to the Lessor under the Operative Documents.

"Lessor Basic Rent"means the amount of accrued and unpaid Yield due on the Lessor Amounts, determined in accordance with
Section 4.1 of the Participation Agreement as of any Scheduled Payment Date and excluding (i) any interest at the applicable Overdue Rate on any installment of Lessor Basic Rent not paid
when due and (ii) any fine, penalty, interest or cost assessed or added under any agreement with a third party for nonpayment or late payment of Lessor Basic Rent.

"Lessor Commitment"means the Commitment of the Lessor in the amount set forth on Schedule I of the Participation Agreement, as
such Schedule may be amended, supplemented, amended and restated, reduced or otherwise modified from time to time.

"Lessor Financing Statements"means UCC financing statements appropriately completed and executed for filing in the applicable
jurisdiction in order to protect the Lessor's and the Indenture Trustee's respective interests under the Master Lease and each Lease Supplement to the extent the Master Lease and the Lease Supplements
are security agreements.

"Lessor Lien"means any Lien arising as a result of (a) any claim against any Participant not resulting from the transactions
contemplated by the Operative Documents, (b) any act or omission of any Participant that is not required or permitted by the Operative Documents or is in violation of any of the terms of the
Operative Documents or (c) any claim against any Participant with respect to Taxes or Transaction Expenses against which the Lessee is not required to indemnify such Participant pursuant to
Article XIII of the Participation Agreement.

"Lessor Mortgage"means the Lease Supplement for the Property and any and all other security instruments in appropriate recordable form in
the relevant jurisdiction sufficient to grant to the Lessor a first priority Lien on the Property.

"Lessor Parent"means JPMorgan Chase Bank, a New York banking corporation, and any successor thereto.

"Lien"means any interest in property securing an obligation owed to, or a claim by, a Person other than the owner of such property,
whether such interest is based on common law, statute or contract, and including but not limited to the security interest lien arising from a mortgage, encumbrance, pledge, conditional sale or trust
receipt or a lease, consignment or bailment for security purposes. The term"Lien"shall include reservations, exceptions, encroachments, easements,

11

---

rights-of-way,
covenants, conditions, restrictions, leases and other title exceptions and encumbrances (including, with respect to stock, stockholder agreements, voting trust
agreements, buy-back agreements and all similar arrangements) affecting property.

"Make-Whole Amount"means, with respect to any Note or Lessor Amount, an amount equal to the excess, if any, of the Discounted
Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note or Lessor Amount over the amount of such Called Principal, providedthat the Make-Whole Amount may in no event
be less than zero.

"Marketing Period"means the period commencing on the date 365 days prior to the Expiration Date and ending on the Expiration Date.

"Master Lease"means the Master Lease and Deed of Trust, dated as of June 15, 2003, between the Lessor and the Lessee,
substantially in the form of Exhibit C to the Participation Agreement.

"Material"and"Materially"mean material to (i) the ability of the Lessee or the
Lessee Guarantor to perform its obligations under the Operative Documents, (ii) the value, condition, utility or useful life of the Property or (iii) the business, financial condition or
results of operations of the Lessee Guarantor.

"Material Adverse Effect"means a material adverse effect on (a) the business, property, condition (financial or otherwise) or
results of operations of the Lessee Guarantor, (b) the rights and remedies of the Lessor, the Indenture Trustee or any Purchaser under the Operative Documents, (c) the ability of the
Lessee or the Lessee Guarantor to perform its obligations under the Operative Documents or (d) the value, utility, condition or useful life of the Property.

"Maturity Date"means, with respect to the Notes and the Lessor Amounts, the tenth (10th) anniversary of the Documentation Date.

"Maximum Recourse Amount"means, with respect to the Property, the Property Cost of the Property multiplied by the percentage set forth in
the Lease Supplement.

"Modifications"is defined in Section 10.1 of the Master Lease.

"Moody's"means Moody's Investors Services, Inc.

"Mortgage Foreclosure Act" is defined in Section 16.4 of the Master Lease.

"Multiemployer Plan"means a Plan maintained pursuant to a collective bargaining agreement or any other arrangement to which the Lessee,
the Lessee Guarantor or other member of the Controlled Group is a party and to which more than one employer is obligated to make contributions.

"Net Proceeds"means the aggregate of all awards, compensation, insurance proceeds or other amounts received by the Indenture Trustee, the
Lessor or any Purchaser in connection with any Casualty or Condemnation of the Property and all interest earned thereon, less, to the extent not previously reimbursed by the Lessee, the expense of
claiming and collecting such amounts, including all costs and expenses in connection therewith for which the Lessor, the Indenture Trustee or any Purchaser is entitled to be reimbursed pursuant to the
Lease.

"Net Proceeds of Equity Issuances"means, with respect to any period, cash proceeds (net of all costs and
out-of-pocket expenses in connection therewith, including, without limitation, placement, underwriting and brokerage fees and expenses), received by the Lessee Guarantor and
its Subsidiaries during such period, from the sale of all common stock of the Lessee Guarantor, including in such net proceeds the net amount paid upon issuance and exercise during such period of any
right to acquire any common stock, or paid during such period to convert a convertible debt security to common stock (but excluding any amount paid to the Lessee upon issuance of such convertible debt
security).

"Non-U.S. Transferee"is defined in Section 12.3(a) of the Participation Agreement.

12

---

"Note Balance"means, as of any date of determination, an amount equal to the outstanding principal amount of the Notes, the
Make-Whole Amount, if any, all accrued and unpaid interest thereon and all other amounts due and payable to the Purchasers under the Operative Documents.

"Note Commitment"means, with respect to each Purchaser, the aggregate Commitment of such Purchaser in the amount set forth on
Schedule I to the Participation Agreement, as such Schedule may be amended, supplemented, amended and restated or otherwise modified from time to time.

"Notes"means Series A Notes and Series B Notes, collectively, and"Note"means any of them.

"Obligations"means all obligations (monetary or otherwise) of the Lessee arising under or in connection with any of the Operative
Documents.

"Operative Documents"means the following:



"Original Executed Counterpart"is defined in Section 26.9 of the Master Lease.

"Outstanding,"when used with respect to the Notes, means, as of the date of determination, all such Notes theretofore issued,
authenticated and delivered under the Indenture, except (a) the Notes theretofore canceled by the Indenture Trustee or delivered to the Indenture Trustee for cancellation and paid in full and
(b) the Notes in exchange for, or in lieu of, which other Notes have been issued, authenticated and delivered pursuant to the Indenture; provided, however, that any Note owned by the Lessee,
the Lessor or any Affiliate thereof shall be disregarded and deemed not to be Outstanding for the purpose of any instruction, consent, waiver or action by holders of the Notes (unless such Person owns
all of the Notes), but not for any other purpose.

"Overdue Rate"means, with respect to any Note or Lessor Amount, the rate per annum from time to time equal to the greater of
(i) 7.37% and (ii) 2.00% over the rate of interest publicly announced by JPMorgan Chase Bank from time to time in New York, New York as its "base" or "prime" rate.

"Partial Purchase Option"is defined in Section 18.2 of the Master Lease.

"Partial Purchase Option Price"is defined in Section 18.2 of the Master Lease.

13

---

"Participant Balance"means as of any date of determination: (i) with respect to any Purchaser, an amount equal to the Note Balance
of such Purchaser or (ii) with respect to the Lessor, an amount equal to the Lessor Balance.

"Participants"means, collectively, each Purchaser and the Lessor, and their successors and permitted assigns.

"Participation Agreement"means the Participation Agreement, dated as of June 15, 2003, among the Lessee, the Lessor, the
Purchasers and the Indenture Trustee.

"Patriot Act"means Public Law 107-56 of the United States of America, United and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act) Act of 2001.

"PBGC"means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

"Permitted Investments" means (i) direct obligations of the United States and agencies thereof for which the full faith and credit
of the United States is pledged, including any money market fund registered under the Investment Company Act of 1940, as amended, the portfolio of which is limited to United States government
obligations and United States agency obligations, (ii) obligations fully guaranteed by the United States, (iii) certificates of deposit issued by, or bankers' acceptances of, or time
deposits with, any bank, trust company or national banking association (in each case excluding, the Lessor and its Affiliates) incorporated or doing business under the laws of the United States or one
of the states thereof having combined capital and surplus and retained earnings of at least $1,000,000,000 and having a rating assigned to the long-term unsecured debt of such institutions
by S&P and Moody's at least equal to AA and AA2, respectively, and (iv) commercial paper of companies, banks, trust companies or national banking associations (in each case excluding the Lessor
and its Affiliates) incorporated or doing business under the laws of the United States or one of the States thereof and in each case having a rating assigned to such commercial paper by S&P or Moody's
(or, if neither such organization shall rate such commercial paper at any time, by any nationally recognized rating organization in the United States) equal to the highest rating assigned by such
organization;providedthat if all of the above investments are unavailable, the entire amount to be invested may be used to purchase federal funds from
an entity described in clause (iii) above;provided,further, that no
investment shall be eligible as a "Permitted Investment" unless the final maturity or date of return of such investment is thirty (30) days or
less in the case of certificates of deposit and ninety (90) days or less in the case of all other such Permitted Investments from the date of purchase thereof.

"Permitted Property Liens"means, with respect to the Property, any of the following:



14

---



"Permitted Sales Costs"means, with respect to the Property, all reasonable costs of sale of the Property incurred by the Lessee pursuant
to Section 20.2 of the Master Lease which costs are of a type customarily paid by sellers of properties comparable to the Property in the market where the Property is being sold; provided, however,that any such costs that, in the aggregate with all other Permitted Sales Costs then incurred with respect to the Property, exceed
1.0% of the Gross Remarketing Proceeds for the Property, shall not constitute"Permitted Sales Costs"for purposes of the Operative Documents unless
such costs shall have been approved in writing by the Required Participants and the RVI Provider prior to the incurrence thereof; and,provided,
further, that"Permitted Sales Costs"shall not include any costs of repairs, alterations or modifications (including Required
Modifications) desired by the purchaser of the Property or required to cause the Property to comply with the requirements of the Master Lease.

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

"Plan"means an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under
Section 412 of the Code as to which the Lessee or any other member of the Controlled Group may have any liability.

"Plans and Specifications"means, with respect to the Property, the final plans and specifications or detailed construction drawings for
the Property.

"Property"means (i) the Lessor's fee simple interest in the Land (ii) all of the Improvements at any time located on or
under the Land and (iii) the Equipment at any time located on or under the Land,provided, that if the Lessee purchases any portion of the
Property pursuant to its exercise of the Partial Purchase Option, the term "Property" shall exclude such portion of the Property so purchased.

"Property Balance"means an amount equal to the outstanding principal or analogous amount of the Notes and Lessor Amounts, plusall accrued and unpaid interest and
Yield thereon and the Make-Whole Amount, if any, plusany Supplemental Rent,plusany other amounts due and owing to the Participants and the Indenture
Trustee with respect to the Property.

15

---

"Property Cost"means the amount of the Advance made under the Participation Agreement with respect to the acquisition of the Property.

"Purchase Notice"means an irrevocable written notice by the Lessee delivered to the Lessor pursuant to Section 18.1 of the Master
Lease, notifying the Lessor of the Lessee's intention to exercise the Purchase Option or Partial Purchase Option, as the case may be, pursuant to such Section, and identifying the proposed purchase
date therefor.

"Purchase Option"means the Lessee's option to purchase the Property in accordance with the provisions of Section 18.1(a) of the
Master Lease.

"Purchase Option Price"is defined in Section 18.1(a) of the Master Lease.

"Purchaser Basic Rent"means, as determined as of any Scheduled Payment Date, interest due on the Notes, determined in accordance with
Section 2.1(b) and 2.2(b) of the Indenture and excluding (i) any interest at the applicable Overdue Rate on any installment of Purchaser Basic Rent not paid when due, and (ii) any
fine, penalty, interest or cost assessed or added under any agreement with a third party for nonpayment or late payment of Purchaser Basic Rent.

"Purchaser Commitment"means the Commitment of each Purchaser in the amount set forth on Schedule I of the Participation Agreement.

"Purchasers"means, collectively, the institutional investors listed as Purchasers on Schedule II to the Participation Agreement
and each other holder from time to time of a Note.

"QPAM Exemption"means Prohibited Transaction Class Exemption 84-14 issued by the United States Department of Labor.

"RCRA"means the Resource Conservation and Recovery Act of 1976, as amended by the Solid and Hazardous Waste Amendments of 1984, 42 U.S.C.
§6901et seq.

"Recourse Obligations"is defined in Section 2 of the Indemnity Agreement.

"Regulation U"means Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time.

"Reinvestment Yield"means, with respect to the Called Principal of any Note or Lessor Amount, 0.50% over the yield to maturity implied by
(i) the yields reported, as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated
as "Page PX1" on the Bloomberg Financial Services Screen (or such other display as may replace Page PX1 on the Bloomberg Financial Services Screen) for "on the run" U.S. Treasury securities having a
maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date or (b) if such yields are not reported as of such time or the yields reported as of such time
are not ascertainable, the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date
with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for "on the run" U.S. Treasury securities having a constant
maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. Such implied yield will be determined, if necessary, by (a) converting U.S. Treasury bill
quotations to bond-equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between (i) the "on the run" U.S. Treasury security with
the maturity closest to and greater than the Remaining Average Life and (ii) the "on the run" U.S. Treasury security with the maturity closest to and less than the Remaining Average Life. The
Reinvestment Yield shall be rounded to that number of decimal places as appears in the coupon of the Notes.

"Release"means any release, pumping, pouring, emptying, injecting, escaping, leaching, dumping, seepage, spill, leak, flow, discharge,
disposal or emission of a Hazardous Material.

16

---

"Remaining Average Life"means, with respect to any Called Principal, the number of years (calculated to the nearest
one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each
Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement
Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

"Remaining Scheduled Payments"means, with respect to the Called Principal of any Note or Lessor Amount, all payments of such Called
Principal and interest or Yield thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due
date,providedthat if such Settlement Date is not a date on which interest or Yield payments are due to be made on the Notes or Lessor Amounts, as
applicable, then the amount of the next succeeding scheduled interest or Yield payment will be reduced by the amount of interest or Yield accrued to such Settlement Date and required to be paid on
such Settlement Date pursuant to any Operative Document.

"Remarketing Option"is defined in Section 20.1 of the Master Lease.

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

"Rents"is defined in Section 2(b) of the Assignment of Lease and Rent.

"Reportable Event"means a reportable event as defined in Section 4043 of ERISA and the regulations issued under such section with
respect to a Plan, excluding, however, such events as to which the PBGC by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within thirty (30) days of
the occurrence of such event.

"Requesting Party"is defined in Section 22.1 of the Master Lease.

"Required Modification"is defined in Section 10.1(a) of the Master Lease.

"Required Participants"means, at any time, Purchasers and the Lessor, taken as a group, holding more than 50% of the aggregate principal
amount of the Notes Outstanding and Lessor Amounts then outstanding.

"Required Purchasers"means, at any time, Purchasers holding more than 50% of the aggregate outstanding principal amount of the Notes
(exclusive of Notes then owned by the Lessee or any of its Affiliates).

"Required Series B Participants"means, at any time, Purchasers and the Lessor, taken as a group, holding more than 50% of the
aggregate principal amount of the Series B Notes Outstanding and the Lessor B Portion then outstanding.

"Requirement of Law"means, as to any Person, (a) the partnership agreement, certificate of incorporation, bylaws, operating
agreement or other organizational or governing documents of such Person and (b) all Applicable Laws.

"Responsible Officer"means (a) as to the Lessee, any Authorized Officer, and (b) as to any other Person, the chief
executive officer, the president, any vice president, the secretary, any assistant secretary or the treasurer of such Person.

"Responsible Officer's Certificate"means a certificate signed by any Responsible Officer, which certificate shall certify as true and
correct the subject matter being certified to in such certificate.

"Return Conditions"is defined in Section 20.1 of the Master Lease.

"RVI Policy"means the Residual Value Insurance Policy, effective as of June 15, 2003, among the RVI Provider, the Indenture
Trustee, the Lessee and the Lessor.

17

---

"RVI Provider"means Ace Capital Re International Ltd.

"S&P"means Standard & Poor's.

"Scheduled Payment Date"means the 26th day of each June and December in each year, or if such day is not a Business Day,
the next succeeding Business Day.

"SEC"means the Securities and Exchange Commission or any Governmental Authority succeeding to any of its principal functions.

"Securities Act"means the Securities Act of 1933, as amended from time to time.

"Security Documents" means the Indenture, the Deed of Trust, the Assignment of Lease and Rent, the Guaranty and the Notes.

"Senior Financial Officer"means the chief financial officer, principal accounting officer, treasurer or comptroller of the Lessee
Guarantor.

"Series A Notes"means promissory notes of the Lessor substantially in the form of Exhibit A to the Indenture with respect
to the amounts of each Purchaser's Commitment allocated to Series A Notes.

"Series B Notes"means promissory notes of the Lessor substantially in the form of Exhibit B to the Indenture with respect
to the amounts of each Purchaser's Commitment allocated to Series B Notes.

"Settlement Date"means, with respect to the Called Principal of any Note or Lessor Amount, the date on which such Called Principal is to
be prepaid pursuant to any Operative Document or has become or is declared to be immediately due and payable pursuant to any Operative Document, as the context requires.

"Shared Rights"means the following rights retained by the Lessor, but not to the exclusion of the Indenture Trustee:



"Shortfall Amount"means, as of the Expiration Date, an amount equal to (i) the Lease Balance, minus(ii) the Maximum Recourse Amountminus(iii) the aggregate amount of the highest,
binding, written, unconditional, irrevocable cash offer to purchase the Property obtained by the Lessee pursuant to
Section 20.2(c) of the Master Lease;provided, however,that if the sale of the Property to the Person or Persons submitting such offer or offers
is not consummated on or prior to the Expiration Date, then the term"Shortfall Amount"means an amount equal to (i) the Lease Balance, minus(ii) the Maximum Recourse Amount.

"Single Employer Plan"means a Plan maintained by the Lessee, the Lessee Guarantor or any member of the Controlled Group for employees of
the Lessee, the Lessee Guarantor or any member of the Controlled Group.

"Solana Parcel"means the parcel of the Property legally described as such in Schedule I to the Lease Supplement.

"Solvent"means with respect to any Person on a particular date, that on such date (i) the fair value of the property of such
Person is greater than the total amount of liabilities, including, without

18

---

limitation,
contingent liabilities of such Person, (ii) the present fair saleable 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, (iii) such Person is able to realize upon its assets and pay its debts and other liabilities, contingent obligations
and other commitments as they mature in the normal course of business, (iv) 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, and (v) such Person is not engaged in business or a transaction, and is not about to engage in 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. 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 taking into account any subrogation and contribution rights.

"Structuring Fee"is defined in Section 4.4(a) of the Participation Agreement.

"Subject Improvements"is defined in each Lease Supplement.

"Subject Land"is defined in each Lease Supplement.

"Subject Obligations"is defined in Section 2(c) of the Lease Supplement.

"Subject Property"is defined in the Lease Supplement and, as used in the Participation Agreement, means the Property being acquired by
the Lessor on the Acquisition Date.

"Subsidiary"means, as to any Person, any corporation or other entity of which securities or other ownership interests having ordinary
voting power to elect a majority of the board of directors or other Persons performing similar functions are at the time directly or indirectly owned by such Person; unless otherwise specified,
"Subsidiary" means a Subsidiary of the Lessee.

"Supplemental Rent"means all amounts, liabilities and obligations (other than Basic Rent) that the Lessee assumes or agrees to pay to the
Indenture Trustee, any Participant or any other Person under the Master Lease, or under any of the other Operative Documents, including, without limitation, Fees, Make-Whole Amount,
Maximum Recourse Amounts, Shortfall Amounts, Transaction Expenses, amounts due pursuant to Article XIII of the Participation Agreement and payments pursuant to Sections 15.2 of the Master Lease
and Articles XVIII and XX of the Master Lease.

"Tax Indemnitee"means each Participant, the Indenture Trustee and the Arranger.

"Taxes"is defined in the definition of Impositions.

"Transaction Expenses"means all costs and expenses incurred in connection with the preparation, execution and delivery of the Operative
Documents and the transactions contemplated by the Operative Documents including without limitation:



19

---



20

---



"Transactions"means the transactions contemplated under the Participation Agreement and each of the other Operative Documents.

"Trustee Fee Letter"means the fee letter between Wilmington Trust and the Lessee setting forth the amount of fees and expenses payable to
Wilmington Trust in connection with services rendered as Indenture Trustee.

"Undeveloped Parcel"means the parcel of the Property legally described as such in Schedule I to the Lease Supplement.

"Unfunded Vested Liabilities"means the amount (if any) by which the present value of all currently accrued, vested and nonforfeitable
benefits under all Single Employer Plans exceeds the fair market value of all assets of such Plan allocable to such benefits, all determined on an ongoing Plan basis as set forth in the then most
recent actuarial valuation for each such Plan.

"Uniform Commercial Code"and"UCC"means the Uniform Commercial Code as in effect in any
applicable jurisdiction.

"United States"means the United States of America.

"U.S. Transferee"is defined in Section 12.3(b) of the Participation Agreement.

"Wilmington Trust"means Wilmington Trust Company, a Delaware banking corporation, in its individual capacity.

"Yield"is defined in Section 4.1(a) of the Participation Agreement.

"Yield Rate"means 5.37% per annum.

21

---

SCHEDULE I  TO PARTICIPATION AGREEMENT

COMMITMENTS

|PARTICIPANT                                   |  | COMMITMENT           |  | COMMITMENT
PERCENTAGE |  
|--------------------------------------------- |  | -------------------- |  | --------------------- | -
|PURCHASERS                                    |  |                      |  |                       |  
|The Prudential Insurance
Company of America   |  | Series A $33,375,000 |  | 18.656                | %
|The Prudential Insurance
Company of America   |  | Series A $14,088,700 |  | 7.875                 | %
|Baystate Investments LLC                      |  | Series A $11,868,150 |  | 6.634                 | %
|RGA Reinsurance Company                       |  | Series A $7,418,150  |  | 4.147                 | %
|John Hancock Life Insurance Company           |  | Series A $21,226,500 |  | 11.865                | %
|John Hancock Variable Life
Insurance Company  |  | Series A $16,687,500 |  | 9.328                 | %
|Investors Partner Life
Insurance Company      |  | Series A $445,000    |  | 0.249                 | %
|Signature 6 Limited                           |  | Series A $1,780,000  |  | 0.995                 | %
|Goldman Sachs International                   |  | Series A $3,560,000  |  | 1.990                 | %
|The Travelers Insurance Company               |  | Series A $9,523,000  |  | 5.323                 | %
|The Travelers Insurance Company               |  | Series A $4,005,000  |  | 2.239                 | %
|The Travelers Insurance Company               |  | Series A $1,335,000  |  | 0.746                 | %
|The Travelers Life and
Annuity Company        |  | Series A $1,335,000  |  | 0.746                 | %
|Primerica Life Insurance Company              |  | Series A $1,602,000  |  | 0.895                 | %
|The Canada Life Assurance Company             |  | Series A $10,769,000 |  | 6.020                 | %
|The Canada Life Insurance
Company of New York |  | Series A $356,000    |  | 0.199                 | %
|Swiss Re Life and Health, Inc.                |  | Series A $8,900,000  |  | 4.975                 | %
|Beneficial Life Insurance Company             |  | Series A $1,780,000  |  | 0.995                 | %
|Total Series A Notes                          |  | $150,054,000         |  | 83.876                | %
|The Prudential Insurance
Company of America   |  | Series B $4,125,000  |  | 2.306                 | %
|The Prudential Insurance
Company of America   |  | Series B $1,741,300  |  | 0.973                 | %
|Baystate Investments LLC                      |  | Series B $1,466,850  |  | 0.820                 | %
|RGA Reinsurance Company                       |  | Series B $916,850    |  | 0.512                 | %
|John Hancock Life Insurance Company           |  | Series B $2,623,500  |  | 1.466                 | %
|John Hancock Variable Life
Insurance Company  |  | Series B $2,062,500  |  | 1.153                 | %
|                                              |  |                      |  |                       |  

---

|Investors Partner Life
Insurance Company      |  | Series B $55,000    |  | 0.031  | %
|--------------------------------------------- |  | ------------------- |  | ------ | -
|Signature 6 Limited                           |  | Series B $220,000   |  | 0.123  | %
|Goldman Sachs International                   |  | Series B $440,000   |  | 0.246  | %
|The Travelers Insurance Company               |  | Series B $1,177,000 |  | 0.658  | %
|The Travelers Insurance Company               |  | Series B $495,000   |  | 0.277  | %
|The Travelers Insurance Company               |  | Series B $165,000   |  | 0.092  | %
|The Travelers Life and
Annuity Company        |  | Series B $165,000   |  | 0.092  | %
|Primerica Life Insurance Company              |  | Series B $198,000   |  | 0.111  | %
|The Canada Life Assurance Company             |  | Series B $1,331,000 |  | 0.744  | %
|The Canada Life Insurance
Company of New York |  | Series B $44,000    |  | 0.025  | %
|Swiss Re Life and Health, Inc.                |  | Series B $1,100,000 |  | 0.615  | %
|Beneficial Life Insurance Company             |  | Series B $220,000   |  | 0.123  | %
|Total Series B Notes                          |  | $18,546,000         |  | 10.367 | %
|Total Note Commitment                         |  | $168,600,000        |  | 94.243 | %
|LESSOR                                        |  |                     |  |        |  
|CSL Leasing Inc.                              |  | $10,300,000         |  | 5.757  | %
|TOTAL                                         |  | $178,900,000        |  | 100    | %

2

---

QuickLinks