<PAGE>   1
                                                                    Exhibit 10.5

                                                                  Execution Copy


                             PARTICIPATION AGREEMENT

                            dated as of June 21, 2000

                                      among

  GSJC 30 HUDSON URBAN RENEWAL L.L.C. and GSJC 50 HUDSON URBAN RENEWAL L.L.C.,
             jointly and severally as Lessee and Construction Agent,

                         THE GOLDMAN SACHS GROUP, INC.,
                                  as Guarantor

                                 GSJC LAND LLC,
                                as Ground Lessor,

                          HUDSON STREET LESSOR L.L.C.,
                                as Ground Lessee

                30 HUDSON STREET LESSOR URBAN RENEWAL L.L.C. and
                  50 HUDSON STREET LESSOR URBAN RENEWAL L.L.C.,
                        jointly and severally as Lessor,

           Various financial institutions named in Schedule II hereto,
                                  as Investors,

                  HUDSON STREET LESSOR INVESTMENT TRUST 2000-1,
                              as Beneficial Owner,

                            WILMINGTON TRUST COMPANY,
     not in its individual capacity except as specifically set forth herein,
                             but solely as Trustee,

                       HUDSON STREET FUNDING CORPORATION,
                                  as a Lender,

                              GOLDMAN, SACHS & CO.,
                        as Administrative Agent to HSFC,

                          HATTERAS FUNDING CORPORATION,
                                  as a Lender,

                     BANK OF AMERICA, NATIONAL ASSOCIATION,
                          as Administrator to Conduit,

                         VARIOUS FINANCIAL INSTITUTIONS,
                            as Liquidity Purchasers,

                     BANK OF AMERICA, NATIONAL ASSOCIATION,
                 as Liquidity Agent to the Liquidity Purchasers

                                       and

                            THE CHASE MANHATTAN BANK,
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                               as Collateral Agent
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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                    Page
<S>                                                                                                 <C>
                      ARTICLE I DEFINITIONS; INTERPRETATION

                      ARTICLE II CLOSING; FUNDING OF ADVANCES

SECTION 2.1.     Documentation Date and Initial Advance Date......................................   3
SECTION 2.2.     Advances; Exceptions to Pro Rata Funding.........................................   4
SECTION 2.2.1.   Lessor Commitment................................................................   5
SECTION 2.2.2.   Investors' Commitment............................................................   5
SECTION 2.2.3.   HSFC's Commitment................................................................   6
SECTION 2.2.4.   Conduit's Commitment.............................................................   6
SECTION 2.2.5.   Liquidity Purchasers' Commitment to Make Facility Loans..........................   6
SECTION 2.2.6.   Procedures for Advances..........................................................   7
SECTION 2.2.7.   Use of Advances..................................................................   8
SECTION 2.2.8.   Investor Amounts and Yield.......................................................   8
SECTION 2.2.9.   Loans and Interest...............................................................   9
SECTION 2.2.10.  Construction Period Accrued Interest, Construction Period
                 Accrued Yield and Construction Period Fees.......................................   9
SECTION 2.2.11.  Final Completion Advance........................................................   10
SECTION 2.3.     Computations and Notice of Rates................................................   10
SECTION 2.4.     Overdue Payments................................................................   11
SECTION 2.5.     Resizing of Loans and Investor Amounts..........................................   11
SECTION 2.6.     Confirmation of Participants and the Other Parties..............................   11
SECTION 2.7.     Reduction of Commitments........................................................   12

                          ARTICLE III INTENTIONS OF THE PARTIES

SECTION 3.1.     Nature of Transaction...........................................................   12
SECTION 3.2.     Amounts Due Under Lease.........................................................   13

                          ARTICLE IV CONDITIONS PRECEDENT

SECTION 4.1.     Conditions to Documentation Date................................................   13
SECTION 4.2.     Conditions to Initial Advance Date..............................................   19
SECTION 4.3.     Conditions to Initial Issuance of Commercial Paper Notes by HSFC................   20
SECTION 4.4.     Conditions Precedent to each Advance............................................   20
SECTION 4.5.     Lease Commencement Upon Substantial Completion..................................   21

                         ARTICLE V REPRESENTATIONS AND WARRANTIES

SECTION 5.1.     Representations and Warranties of Each Lessee...................................   21
</TABLE>



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<TABLE>
<S>                                                                                                   <C>
SECTION 5.2.      Representations and Warranties of GS..............................................  25
SECTION 5.3.      Representations and Warranties of Lessor and Ground Lessee........................  27
SECTION 5.3.1.    Representations and Warranties of Lessor..........................................  27
SECTION 5.3.2.    Representations and Warranties of Ground Lessee...................................  28
SECTION 5.4.      Representations of the Investors..................................................  29
SECTION 5.5.      Representations of HSFC...........................................................  30
SECTION 5.6.      Representations of Liquidity Purchasers...........................................  31
SECTION 5.7.      Representations of Agents.........................................................  31
SECTION 5.8.      Representations and Warranties of Trustee, the Trust and the Trust Company........  32

                       ARTICLE VI COVENANTS AND AGREEMENTS

SECTION 6.1.      Covenants of Lessee...............................................................  33
SECTION 6.2.      Covenants of Lessor and Ground Lessee.............................................  36
SECTION 6.2.1     Covenants of Lessor...............................................................  36
SECTION 6.2.2     Covenants of Ground Lessee........................................................  39
SECTION 6.2.3     Covenants of the Ground Lessor....................................................  42
SECTION 6.3.      Covenants of GS...................................................................  43
SECTION 6.4.      Covenants of the Investors........................................................  45
SECTION 6.5.      Covenants of HSFC.................................................................  45
SECTION 6.6.      No Proceedings....................................................................  49
SECTION 6.7.      Quiet Enjoyment...................................................................  49
SECTION 6.8.      Discharge of Lessor Liens.........................................................  50
SECTION 6.9.      Notice of Credit Rating Decline...................................................  50
SECTION 6.10.     Confidentiality...................................................................  50
SECTION 6.11.     Performance of Operative Documents; Waiver of Set-off and Other Rights............  51
SECTION 6.12.     Subordination of Certain Claims to Payment of Maturing Commercial Paper Notes.....  51
SECTION 6.13.     Covenants of Trust................................................................  51
SECTION 6.14.     Easements.........................................................................  51
SECTION 6.15.     Request for Financing of a Major Alteration.......................................  52
SECTION 6.16.     Refinancing.......................................................................  53
SECTION 6.17.     Certain Notices...................................................................  55
SECTION 6.18.     Other Business of Trust, Lessor...................................................  55
SECTION 6.19.     Covenants of the Trust, Trustee and Trust Company.................................  55

                     ARTICLE VII PAYMENT OF CERTAIN EXPENSES

SECTION 7.1.      Payment of Transaction Costs and Other Costs......................................  56
SECTION 7.2.      Brokers' Fees.....................................................................  56
SECTION 7.3.      Limitations During Construction Period............................................  57

                ARTICLE VIII TRANSFERS OF PARTICIPANTS' INTERESTS

SECTION 8.1.      Transfers by Investors............................................................  57
SECTION 8.2.      Transfers by HSFC and Conduit.....................................................  57
SECTION 8.2.1.    Transfers by HSFC.................................................................  57
SECTION 8.2.2.    Transfers by the Conduit..........................................................  58
</TABLE>




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<TABLE>
<S>                                                                                                    <C>
SECTION 8.3.      Transfers by Liquidity Purchasers..................................................  58
SECTION 8.4.      Replacement of an Investor or a Liquidity Purchaser................................  58
SECTION 8.5.      Extension of Lease Term Expiration Date, the Maturity Date and GS Maturity Date....  59
SECTION 8.6.      Transfers by Guarantor.............................................................  61
SECTION 8.7.      No Voluntary Prepayment............................................................  61
SECTION 8.8.      Assumption or Exchange of HSFC Loans...............................................  61

                           ARTICLE IX INDEMNIFICATION

SECTION 9.1.      General Indemnification............................................................  62
SECTION 9.1.1.    General Indemnification............................................................  62
SECTION 9.1.2.    Exceptions to Indemnifications.....................................................  63
SECTION 9.1.3.    Construction Period Indemnification................................................  64
SECTION 9.2.      General Tax Indemnity..............................................................  65
SECTION 9.3.      Withholding Tax....................................................................  70
SECTION 9.4.      Calculation of General Tax Indemnity Payments......................................  71
SECTION 9.5.      Environmental Indemnity............................................................  72
SECTION 9.6.      Proceedings in Respect of Claims...................................................  73
SECTION 9.7.      Additional Costs; Capital Adequacy.................................................  75
SECTION 9.8.      Illegality.........................................................................  76
SECTION 9.9.      Compensation.......................................................................  76
SECTION 9.10.     Obligations of Lessee to Pay Certain Amounts.......................................  76
SECTION 9.11.     Indemnity Payments in Addition to Lease Obligations................................  77
SECTION 9.12.     Certificate, Allocation of Costs...................................................  77
SECTION 9.13.     Right to Prepay....................................................................  77
SECTION 9.14.     Mitigation.........................................................................  77

             ARTICLE X DISTRIBUTIONS OF PAYMENTS AND GROSS PROCEEDS

SECTION 10.1.     Agreement of Collateral Agent and Participants.....................................  77
SECTION 10.2.     Base Rent..........................................................................  78
SECTION 10.3.     Purchase Payments by Lessee........................................................  78
SECTION 10.4.     Recourse Amounts...................................................................  79
SECTION 10.5.     Gross Sale Proceeds................................................................  80
SECTION 10.6.     Supplemental Rent..................................................................  81
SECTION 10.7.     Excluded Amounts...................................................................  82
SECTION 10.8.     Distribution of Payments After Construction Agency Event
                  of Default or Lease Event of Default...............................................  82
SECTION 10.9.     Other Payments.....................................................................  85
SECTION 10.10.    Order of Application...............................................................  85
SECTION 10.11.    Remaining Funds....................................................................  85
SECTION 10.12.    Time of Payment....................................................................  86
SECTION 10.13.    [Reserved].........................................................................  86
SECTION 10.14.    Payments Under Guaranty............................................................  86
SECTION 10.15.    Priority of HSFC Upon Decrease in Recourse Amounts; Payments to HSFC...............  86

        ARTICLE XI LESSEE DIRECTIONS; RECOURSE DURING CONSTRUCTION PERIOD
</TABLE>

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<TABLE>
<S>                                                                                                   <C>
SECTION 11.1.     Lessee Directions.................................................................  86
SECTION 11.2.     Recourse on Liability During Construction Period..................................  87
SECTION 11.3.     Notice to Collateral Agent........................................................  87

                            ARTICLE XII MISCELLANEOUS

SECTION 12.1.     Survival of Agreements............................................................  88
SECTION 12.2.     Brokers...........................................................................  88
SECTION 12.3.     Notices...........................................................................  88
SECTION 12.4.     Counterparts......................................................................  89
SECTION 12.5.     Amendments........................................................................  89
SECTION 12.6.     Headings, etc.....................................................................  90
SECTION 12.7.     Parties in Property...............................................................  91
SECTION 12.8.     Applicable Law....................................................................  91
SECTION 12.9.     Severability......................................................................  91
SECTION 12.10.    Limitation of Liability; Trust As A Secured Party.................................  91
SECTION 12.11.    Further Assurances................................................................  91
SECTION 12.12.    Reproduction of Documents.........................................................  92
SECTION 12.13.    Submission to Jurisdiction........................................................  92
SECTION 12.14.    Jury Trial........................................................................  93
SECTION 12.15.    Appointment of the Collateral Agent...............................................  93
SECTION 12.16.    Resignation by the Collateral Agent; Removal......................................  95
SECTION 12.17.    Binding Effect....................................................................  96
SECTION 12.18.    Non-Petition......................................................................  96
SECTION 12.19.    Limitations on Recourse to the Conduit............................................  96
SECTION 12.20.    Limitation on Recourse to HSFC....................................................  97
SECTION 12.21.    Limitations on Recourse to the Trust Company......................................  97
SECTION 12.22.    Consent to Certain Actions........................................................  97
SECTION 12.23.    Notice to Collateral Agent........................................................  98
SECTION 12.24.    Estoppel Certificates.............................................................  98
SECTION 12.25.    Joint and Several Lessees.........................................................  98
SECTION 12.26.    Certain Rights and Obligations in Respect of the Ground Sublease..................  98
</TABLE>



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<TABLE>
<S>                  <C>
SCHEDULE I           Description of Properties
SCHEDULE II          Commitment Amounts; Addresses for Payment and Other Communications
SCHEDULE III         Filings and Recordings
SCHEDULE IV          Appraisal Information
SCHEDULE V           Account and Wiring Information
SCHEDULE 5.1(a)(v)   Legal Proceedings
SCHEDULE VI          Non-Capitalizable Transaction Costs

APPENDIX A           Definitions and Interpretation

EXHIBIT A            Form of Advance Request
EXHIBIT B            Form of Investor Guaranty
EXHIBIT C            Form of Monthly Report
EXHIBIT D            Form of Assignment and Acceptance
EXHIBIT E            Form of GS Demand Note
</TABLE>





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                             PARTICIPATION AGREEMENT


           THIS PARTICIPATION AGREEMENT dated as of June 21, 2000 (this
"Participation Agreement"), is entered into by and among GSJC 30 HUDSON URBAN
RENEWAL L.L.C. and GSJC 50 HUDSON URBAN RENEWAL L.L.C., each a New Jersey
limited liability company, jointly and severally as Lessee and Construction
Agent; THE GOLDMAN SACHS GROUP, INC., a Delaware corporation ("GS"), as
Guarantor; GSJC LAND LLC, as Ground Lessor; HUDSON STREET LESSOR L.L.C., as
Ground Lessee; 30 HUDSON STREET LESSOR URBAN RENEWAL L.L.C. and 50 HUDSON STREET
LESSOR URBAN RENEWAL L.L.C., each a New Jersey limited liability company,
jointly and severally as Lessor; HUDSON STREET LESSOR INVESTMENT TRUST 2000-1, a
Delaware business trust, as Beneficial Owner; WILMINGTON TRUST COMPANY, not in
its individual capacity except as expressly set forth herein, but solely as
Trustee; the Investors named in Schedule II hereto; HUDSON STREET FUNDING
CORPORATION, a Delaware corporation ("HSFC"), as a Lender; GOLDMAN, SACHS & CO.
("GS & Co."), as Administrative Agent to HSFC; HATTERAS FUNDING CORPORATION, a
Delaware corporation (the "Conduit"), as a Lender; the various financial
institutions party to the LAPA referred to herein, as Liquidity Purchasers; BANK
OF AMERICA, NATIONAL ASSOCIATION, a national banking association ("Bank of
America"), as Liquidity Agent for the Liquidity Purchasers and as Administrator
to the Conduit; and THE CHASE MANHATTAN BANK, a New York State chartered bank
("Chase"), as Collateral Agent as provided herein.


                              W I T N E S S E T H:

         WHEREAS, GSJC Land LLC is the owner of the fee simple interest in the
Land;

           WHEREAS, pursuant to the terms of the Ground Lease, GSJC Land LLC, as
Ground Lessor, has leased to Hudson Street Lessor L.L.C., and Hudson Street
Lessor L.L.C., as Ground Lessee, has leased from GSJC Land LLC, the Land;

           WHEREAS, pursuant to the terms of the Ground Sublease, Ground Lessee
has subleased to Lessor, and Lessor has subleased from Ground Lessee, the Land;

           WHEREAS, pursuant to the terms of the Lease, Lessor has subleased to
Lessee, and Lessee has subleased from Lessor, the Land;

           WHEREAS, Ground Lessee and Lessor wish to finance the development of
certain Improvements on the Land to be used by Lessee and certain Soft Costs in
connection therewith;

           WHEREAS, the Investors have entered into the Trust Agreement with the
Trust Company, pursuant to which the Trust Company will serve as Trustee of the
Trust;

         WHEREAS, pursuant to the Ground Lessee Limited Liability Company
Agreement, the Trust will serve as Manager of Ground Lessee;



                                       -1-
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           WHEREAS, using the proceeds of Investor Contributions from the
Investors, HSFC Loans from HSFC, Conduit Loans from the Conduit and Facility
Loans from the Liquidity Purchasers, Ground Lessee is willing to make equity
contributions of such amounts to Lessor;
           WHEREAS, using the proceeds of the equity contributions from Ground
Lessee, Lessor is willing to make Advances to Lessee;

           WHEREAS, using Advances from Lessor, Lessee, as Construction Agent,
will construct certain Improvements that will be the property of Lessor and will
become part of the Properties subject to the terms of the Lease;

           WHEREAS, the Investors are willing to provide their respective
Investor Contributions as the equity portion of the funding of the costs of the
construction of the Improvements on the Land and certain Soft Costs in
connection therewith, each ratably in accordance with its respective Percentage
Share, but not to exceed in the aggregate their respective Commitment Amount;

           WHEREAS, HSFC is willing to provide HSFC Loans consisting of the
proceeds from the issuance of Commercial Paper Notes to finance a portion of the
costs of the construction of the Improvements on the Land and certain Soft Costs
in connection therewith not to exceed in the aggregate its Commitment Amount;

           WHEREAS, the Conduit is willing, in its sole discretion, to provide
Conduit Loans consisting of proceeds from either (a) the issuance of Commercial
Paper Notes or (b) the sale of Percentage Interests to the Liquidity Purchasers
pursuant to the LAPA, in each case to finance a portion of the costs of the
construction of the Improvements on the Land and certain Soft Costs in
connection therewith not to exceed in the aggregate its Commitment Amount;

           WHEREAS, if, for any reason, the Conduit elects not to issue
Commercial Paper Notes or sell Percentage Interests and lend such proceeds, the
Liquidity Purchasers are willing to make Facility Loans to finance a portion of
the costs of the construction of the Improvements on the Land and certain Soft
Costs in connection therewith not to exceed in each case a Liquidity Purchaser's
respective Commitment Amount;

           WHEREAS, in order to induce Ground Lessee, Lessor, HSFC, the Conduit,
the Liquidity Purchasers and the Liquidity Agent to enter into this
Participation Agreement and the transactions contemplated hereby, GS desires to
enter into, and it is a condition to the effectiveness hereof that GS enter
into, the Guaranty pursuant to which the Beneficiaries listed therein shall
include Ground Lessee, Lessor, the Investors, HSFC, the Conduit and the Agents;

           WHEREAS, to secure such financing,

                          (i) Lessor, pursuant to the Lease and Lessee
           Mortgagee, will have the benefit of a lien from Lessee on all of
           Lessee's right, title and interest in and to the Properties, and

                          (ii) the Collateral Agent (for the benefit of the
           Investors, Liquidity Agent, the Liquidity Purchasers, the Conduit and
           HSFC) will have the benefit of a Lien:



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                               (a) from Lessor on all of Lessor's right, title
                          and interest in and to the Properties and on all of
                          Lessor's rights against Lessee under the Lease and the
                          Lessee Mortgage, against Ground Lessee under the
                          Ground Sublease, against the Construction Agent under
                          the Construction Agency Agreement, and against GS
                          under the Guaranty which liens are more fully
                          described in the Security Agreement, the Lessor
                          Mortgage and the Lessee and Ground Lessor Mortgage,
                          and

                               (b) from Ground Lessee on all Ground Lessee's
                          rights against Ground Lessor under the Ground Lease,
                          which lien is more fully described in the Security
                          Agreement and the Ground Lessee Mortgage;

           WHEREAS, the Conduit is entering into the Conduit Loan Agreement and
the LAPA with the Liquidity Purchasers, pursuant to which the Liquidity
Purchasers will make Liquidity Fundings from time to time;

           WHEREAS, HSFC is entering into the Commercial Paper Placement
Agreement (HSFC) with GS & Co., pursuant to which GS & Co. will be obligated
(subject to certain exceptions) to place with investors any Commercial Paper
Notes that HSFC may issue from time to time to the extent necessary to satisfy
HSFC's obligations under maturing Commercial Paper Notes previously issued by
HSFC; and

           WHEREAS, HSFC will issue and sell other Commercial Paper Notes, all
or part of the proceeds of which will be loaned by HSFC to GS under the Master
Demand Note, and HSFC will, from time to time, make demand under the Master
Demand Note when needed to fund its portion of Advances in the absence of the
issuance and sale of Commercial Paper Notes by HSFC at such times.

           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, and intending to be
legally bound hereby, the parties hereto agree as follows:


                                    ARTICLE I

                           DEFINITIONS; INTERPRETATION

           Capitalized terms used and not defined herein shall have the meanings
assigned thereto in Appendix A hereto for all purposes hereof; and the rules of
interpretation set forth in Appendix A hereto shall apply to this Participation
Agreement.


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                                   ARTICLE II

                          CLOSING; FUNDING OF ADVANCES

         SECTION 2.1. Documentation Date and Initial Advance Date.

         (a) Documentation Date. The documentation date (the "Documentation
Date") shall occur on the earliest date on which all of the conditions precedent
set forth in Section 4.1 have been satisfied or waived by the applicable
parties.

         (b) Initial Advance Date. The initial Advance Date (the "Initial
Advance Date") shall occur on the earliest date on or before July 3, 2000 on
which all the conditions precedent thereto set forth in Section 4.2 have been
satisfied or waived by the applicable parties as set forth therein; provided,
however, that if the Initial Advance Date does not occur on or prior to July 15,
2000, then this Participation Agreement shall automatically terminate (except as
provided in Section 12.1), Lessee shall pay in full all Transaction Costs not
theretofore paid by it, and each other Operative Document then executed shall
terminate.

         (c) Proposed Initial Advance Date . The proposed Initial Advance Date
is June 29, 2000.

         (d) Closing. All documents and instruments required to be delivered on
the Documentation Date and the Initial Advance Date pursuant to this
Participation Agreement shall be delivered at such location in New York City as
the parties may mutually agree.

         SECTION 2.2. Advances; Exceptions to Pro Rata Funding.

         Subject to the terms and conditions hereof including Sections 2.2.1,
2.2.2, 2.2.3, 2.2.4 and 2.2.5 as applicable, and of the other Operative
Documents, all Advances by the Participants shall be funded in accordance with
this Section 2.2.

         (a) Eligible Accrued Project Costs. Subject to Section 2.2(b), all
Participants shall make available funds equal to their pro rata share
(calculated in accordance with Sections 2.2.2, 2.2.3, 2.2.4 and 2.2.5) of the
portion of each Advance consisting of Eligible Accrued Project Costs. If at the
time of any such Advance there are no Available Commitments remaining with
respect to HSFC, but there are Available Commitments in respect of the Conduit,
Liquidity Purchasers and the Investors, the portion of each such Advance
consisting of Eligible Accrued Project Costs shall be funded by such
Participants in the same proportions as amounts are to be funded pursuant to
Section 2.2(c) but not to exceed for any such Participant its then Available
Commitment. If at the time of any such Advance there are no Available
Commitments remaining with respect to any of HSFC, the Conduit and the Liquidity
Purchaser but there are Available Commitments in respect of the Investors, the
portion of each such Advance consisting of Eligible Accrued Project Costs shall
be funded by the Investors on pro rata basis in accordance with their respective
Percentage Shares.

         (b) Noneligible Accrued Amounts. The Investors shall make available on
a pro rata basis in accordance with their respective Percentage Shares the
portion of each Advance equal to the aggregate amount of Noneligible Accrued
Amounts (even if the same would otherwise constitute an Eligible Accrued Project
Cost) payable on such Advance Date.



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         (c) Other Expenditures. Each Participant (other than HSFC) shall make
available (subject to the other limitations contained in any Operative Document
on such Participant's obligation to make available any Investor Contribution or
Loan, as the case may be) on a pro rata basis its respective share of the
portion of the Advance equal to the aggregate amount of items described in
Section 2.2.7(iii), (iv) and (v) (to the extent any expenditure is not otherwise
funded in accordance with Sections 2.2(a) and 2.2(b)) payable on such Advance
Date (including Construction Period Accrued Interest to the extent allocable to
such items). Such portion of the Advance shall be contributed or advanced, as
applicable (i) by each Investor in an amount equal to the product of the portion
of such Advance multiplied by a fraction, the numerator of which is such
Investor's Percentage Share times the Equity Percentage and the denominator of
which is the sum of the Equity Percentage and the Conduit Percentage, and (ii)
by the Conduit in an amount equal to the product of the portion of such Advance
multiplied by a fraction, the numerator of which is the Conduit Percentage and
the denominator of which is the sum of the Conduit Percentage and the Equity
Percentage (or if the Conduit elects not to fund, by each Liquidity Purchaser in
an amount equal to the product of the portion of such Advance multiplied by a
fraction, the numerator of which is such Liquidity Purchaser's Commitment
Percentage times the Conduit Percentage and the denominator of which is the sum
of the Conduit Percentage and the Equity Percentage).

         (d) Lack of Available Commitments. Notwithstanding any other provision
hereof, (i) the failure of any of the conditions precedent set forth in Section
4.4 or (ii) the lack of any Available Commitments shall not relieve Lessee from
its obligation to pay any accrued interest or Yield as Supplemental Rent under
Section 3.3 of the Lease.

         (e) Amounts Contributed and Funded by Ground Lessee to Lessor. Amounts
contributed to the Ground Lessee as equity pursuant to Sections 2.2.2 and funded
as debt to the Ground Lessee pursuant to Sections 2.2.2, 2.2.3, 2.2.4 and 2.2.5
shall be deemed contributed as equity to each Lessor and funded as debt to each
Lessor, in the same portion that such equity and debt is contributed or funded
to the Ground Lessee and shall be allocated as between the two entities
comprising Lessor in accordance with Section 2.2(f).

         (f) Allocation of Advances. Ground Lessee's contribution to Lessor of
funds provided by the Participants pursuant to Section 2.2 shall be fairly
allocated between the Properties in accordance with GAAP as determined by the
Lessee.

         SECTION 2.2.1. Lessor Commitment. Subject to Section 2.2.7, Lessor
shall take the following actions at the written request of Lessee from time to
time during the Commitment Period:

                          (a) the making of Advances (out of (i) funds provided
           by the Investors to the Trust and in turn to Ground Lessee and (ii)
           funds provided by HSFC, the Conduit and the Liquidity Purchasers to
           Ground Lessee subsequently contributed to Lessor pursuant to Section
           2.2.6(d)) for the purpose of financing Improvement Costs, only as
           approved by the Construction Agent and previously incurred or
           expected to be incurred prior to the next Advance Date (and for which
           Advances have not previously been made); and

                          (b) the subleasing of the Land and the leasing of the
           Improvements by Lessor to Lessee under the Lease.



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<PAGE>   13
Notwithstanding any other provision of this Section 2.2.1 through 2.2.5, (i)
neither Lessor nor any Participant shall be obligated to fund any Improvement
Costs from and after notice from Lessor or Collateral Agent to Lessee that a
Construction Agency Event of Default has occurred and is continuing or that
there exists a Bankruptcy Default, to the extent that such Improvement Costs
have not been earned for actual work or services performed (it being understood,
however, that Lessor and Participants shall be obligated to fund Improvement
Costs to the extent reimbursable pursuant to this clause (i)) and (ii) Lessor
shall not be obligated to make any Advance, and no Investor and no Lender shall
be required to make available any Investor Contribution or any Loan,
respectively, if (A) the Commitment Period has terminated (it being understood,
however, that the Participant's obligations to fund Advances for Improvement
Costs described in the parenthetical contained in clause (i) shall not be
affected) or (B) after giving effect thereto, the aggregate principal amounts of
all Loans and Investor Amounts would exceed the Aggregate Commitments.

         SECTION 2.2.2. Investors' Commitment. At the request of Lessee from
time to time during the Commitment Period with respect to any Advance Date, each
Investor shall, in the form of equity contributions to the Trust, make available
to the Collateral Agent on behalf of the Trust on such Advance Date in
immediately available funds an amount (each, an "Investor Contribution") equal
to such Investor's Percentage Share of the Equity Percentage of the amount of
the Advance being funded on such Advance Date (which shall include Advances in
respect of Construction Period Accrued Interest being funded on such Advance
Date), subject, however, to Section 2.2. The Trust shall immediately contribute
any Investor Contributions to the Ground Lessee. Investors shall fund Investor
Contributions to the Trust, the Trust shall fund Trust Contributions to the
Ground Lessee, and the Ground Lessee shall fund Investor Contributions to the
Lessor by means of the Investors funding Investor Contributions directly to the
Collateral Agent. No Investor shall be obligated to make available any Investor
Contribution to the extent that, after giving effect to the proposed Investor
Contribution, the outstanding aggregate principal amount of all Investor
Contributions attributable to such Investor would exceed such Investor's
Commitment Amount.

         SECTION 2.2.3. HSFC's Commitment. At the request of Lessee from time to
time during the Commitment Period with respect to any Advance Date, HSFC (a)
shall either issue Commercial Paper Notes having a Principal Component (less
placement fees), or shall draw down against amounts outstanding (if any) under
the Master Demand Note, or both, in an aggregate amount, and (b) with the
proceeds thereof, shall make HSFC Loans on such Advance Date to Ground Lessee
(which shall be funded directly to Lessor on behalf of Ground Lessee and the
amount so funded shall be deemed a contribution to Lessor) in immediately
available funds in an amount, in each case, equal to the HSFC Percentage of the
amount of the Advance being funded on such Advance Date, subject, however, to
Section 2.2. HSFC shall not be obligated to make any HSFC Loan to the extent
that, after giving effect to the proposed HSFC Loan, the outstanding aggregate
principal amount of all HSFC Loans would exceed its Commitment Amount.

         SECTION 2.2.4. Conduit's Commitment. At the request of Lessee from time
to time during the Commitment Period with respect to any Advance Date, the
Conduit may, in its sole discretion, (a) elect to (i) issue Commercial Paper
Notes having a Principal Component (less placement fees), and/or (ii) sell
Percentage Interests to the Liquidity Purchasers under the LAPA, and (b) with
the proceeds thereof, make Conduit Loans on such Advance Date to Ground Lessee
(which shall be contributed directly to Collateral Agent on behalf of Ground
Lessee and Lessor and the amount so funded shall be deemed a contribution to
Lessor), in the case of clauses (a) and (b) in an amount equal to the Conduit
Percentage of the amount of the Advance being funded on such Advance Date,
subject, however, to Section 2.2



                                       -6-
<PAGE>   14
         SECTION 2.2.5. Liquidity Purchasers' Commitment to Make Facility Loans.
From time to time during the Commitment Period with respect to any Advance Date
on which the Conduit elects not to or otherwise does not make a Conduit Loan,
each Liquidity Purchaser shall make Facility Loans by funding the same to the
Collateral Agent for the account of Ground Lessee (which shall be funded
directly to Collateral Agent on behalf of Ground Lessee and Lessor and the
amount so funded shall be deemed a Conduit Loan and a contribution to Lessor,
respectively) on such Advance Date in immediately available funds in an amount
equal to such Liquidity Purchaser's Commitment Percentage of the Conduit
Percentage of the amount of the Advance being funded on such Advance Date,
subject, however, to Section 2.2. No Liquidity Purchaser shall be obligated to
make any Facility Loan to the extent that, after giving effect to the proposed
Facility Loan, the outstanding aggregate principal amount of all B Loans held by
such Liquidity Purchaser would exceed such Liquidity Purchaser's Commitment
Amount to make Facility Loans.


           SECTION 2.2.6.  Procedures for Advances.

           (a) Advance Requests. With respect to each funding of an Advance,
Lessee shall give Lessor, the Investors and the Agents prior written notice not
later than 10:00 a.m., New York time, four Business Days prior to the proposed
Advance Date, pursuant to an Advance Request substantially in the form of
Exhibit A (an "Advance Request"), specifying the proposed Advance Date (except
for the Initial Advance Date, which is set forth in Section 2.1(c)) and the
amount of Advance requested.

           (b) Advance Dates; Minimum Amounts. Each Advance Date other than the
Initial Advance Date (which shall be a Business Day) shall be a Scheduled
Payment Date, and there shall be no more than one Advance during any calendar
month. Each Advance (excluding any Advance made solely to pay Construction
Period Fees, Construction Period Accrued Interest, Construction Period Accrued
Yield, Postponement Interest or Postponement Yield) shall be in a minimum amount
equal to $10,000,000; provided, that so long as an Advance is for the full
amount of the Aggregate Available Commitments or is the final Advance or is for
Noneligible Accrued Amounts, such Advance need not be in such amount. All
remittances made by Investors and Lenders for the funding of any Advance (less
any amounts netted pursuant to Section 2.2.10(b)) shall be made in immediately
available federal funds by wire transfer to the Collateral Agent to the 30-50
Hudson Street Funding Account (established at the request of the Participants)
referred to in Schedule II hereto prior to 12:00 noon (New York City time) on
the Advance Date specified in the relevant Advance Request. Promptly, but in no
event later than 3:00 p.m. (New York time) if all such funds are received on or
before 1:00 p.m. (New York time), upon Collateral Agent's receipt of all such
funds from the Participants, subject to the conditions herein, Collateral Agent
shall wire such funds in the amounts, and to Construction Agent (or its
designee) or such other Persons so designated in the Advance Request.

           (c) Delayed Funding. If (i) the Investors or any one of them have
funded their portion of an Advance requested on any Advance Date or any
Postponed Advance Date (as defined below), or (ii) the Conduit has funded its
portion of an Advance requested on any Advance Date or any Postponed Advance
Date, or (iii) HSFC has funded its portion of an Advance requested on any
Advance Date or any Postponed Advance Date, or (iv) all the Liquidity Purchasers
have funded their respective portion of an Advance requested on any Advance Date
or Postponed Advance Date, and in each case any Investor, HSFC, the Liquidity
Purchasers or (except in the case where it has decided in its discretion not to
fund such Advance) the Conduit has not made available its portion of such
Advance it is otherwise obligated to make available (as such, a "Postponed
Advance"), interest ("Postponement Interest") or yield ("Postponement Yield"),
as


                                       -7-
<PAGE>   15
applicable, shall accrue on the funded portion of each such Participant's
Advance at a rate equal to the then applicable interest rate, on the Conduit
Loans, the then applicable interest rate on the HSFC Loans or the Yield Rate on
the Investor Contributions, as applicable. The Collateral Agent shall not be
required to invest such funds in interest-bearing accounts, but the Collateral
Agent shall, upon the written direction of Lessee, invest such funds in
Permitted Investments to the extent it is able to do so. No additional Advance
Request shall be required if an Advance Date is postponed and thereafter timely
consummated prior to the Postponed Advance Date. If the Advance Date has not
occurred by the third Business Day following the date specified in the Advance
Request (the "Postponed Advance Date") in respect thereof, then all Postponement
Interest and Postponement Yield shall be due and payable on the Postponement
Advance Date and the Collateral Agent is hereby directed to liquidate any
Permitted Investments then held pursuant to this Section 2.2.6(c) and to pay to
each Lender and each Investor on the Postponement Advance Date (i) the portion
of such Postponed Advance funded by such Lender or Investor, as applicable, and
(ii) the proceeds of any Permitted Investments held pursuant to this Section
2.2.6(c) in excess of the amount of the funded portion of Postponed Advances
refunded to such Lender or Investor, as applicable, pro rata based on the
relation that such Participant's funded portion of such Postponed Advance bears
to the aggregate of all such funded portion of Postponed Advances to be applied
to the accrued and unpaid Postponement Interest and Postponement Yield. Any
Postponement Interest and Postponement Yield not paid pursuant to the preceding
sentence shall be capitalized in respect of the Loans and Investor Amounts.

           (d) Contributions to Lessor. All funds received by Ground Lessee
pursuant to Section 2.2.2 shall be immediately contributed by Ground Lessee to
Lessor in accordance with Section 2.2(e) and funded directly by the Investors to
Collateral Agent. All funds received by Ground Lessee pursuant to Sections
2.2.3, 2.2.4 and 2.2.5 shall be immediately contributed by Ground Lessee to
Lessor in accordance with Section 2.2(e) and funded directly by HSFC, the
Conduit and the Liquidity Purchasers to Collateral Agent.

           SECTION 2.2.7. Use of Advances. Advances shall only be used to fund
the following items to the extent they are available under the Construction
Budget: (i) Eligible Accrued Project Costs, provided, that proceeds of Advances
shall not be used to fund more than $300,000,000 of Termination Payments, (ii)
Noneligible Accrued Amounts, (iii) Non-Capitalizable Transaction Costs, (iv)
without duplication of the foregoing fees and expenses payable pursuant to
Section 9.10 of this Participation Agreement and (v) during the Construction
Period, any other costs that are to be expressly funded through Advances
pursuant to any provision of the Operative Documents and are not otherwise
provided for in this Section 2.2.7. Advances may be applied to any of the
foregoing, regardless of whether such costs, fees or expenses were incurred
prior to, as of or after the Documentation Date.

           SECTION 2.2.8.  Investor Amounts and Yield.

           (a) Investor Amounts outstanding from time to time shall accrue Yield
at the Yield Rate, calculated in accordance with Section 2.3. If all or any
portion of the Investor Amounts, any Yield payable thereon or any other amount
payable hereunder 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) Subject to the provisions of the Operative Documents, Investor
Amounts together with all accrued and unpaid Yield on the Investor Contributions
shall be repaid on the Maturity Date.



                                       -8-
<PAGE>   16
           (c) Pursuant to the Assignment of Leases given by Ground Lessee and
Lessor each shall direct (and Ground Lessee and Lessor each hereby directs)
Lessor and Lessee, respectively, to pay to the Collateral Agent for the account
of the Investors the Investor Base Rent and all other amounts due with respect
to the Investor Amounts payable by Lessor under the Ground Sublease and Lessee
under the Lease (other than Excluded Amounts) from time to time, and the
Collateral Agent shall distribute such amounts to the Investors in accordance
with Article X.

           (d) Construction Period Accrued Yield on each Investor's outstanding
Investor Amounts shall be deemed paid in accordance with Section 2.2.10.

           (e) The Investors are authorized and entitled to make notations in
their respective books and records in the ordinary course of business setting
forth the date and amount of each funding of an Advance by such Investor, the
amount of all Construction Period Accrued Yield, each payment or repayment of
Investor Amounts, the length of each Interest Period with respect thereto and
the Yield Rate for such Interest Period. Any such recordation shall constitute
prima facie evidence of the accuracy of the information so recorded; provided,
that the failure to make any such recording, or to provide the calculations
described herein, shall not relieve the issuer of such instrument of its
obligations thereunder or the Lessee of its obligation to pay Rent.

           SECTION 2.2.9.  Loans and Interest.

           (a) Each HSFC Loan shall accrue interest computed and payable in
accordance with the terms of the HSFC Loan Agreement, and each Conduit Loan and
each Facility Loan shall accrue interest computed and payable in accordance with
the terms of the Conduit Loan Agreement.

           (b) The principal of each HSFC Loan, each Conduit Loan and each
Facility Loan, together with all accrued and unpaid interest thereon, shall be
repaid in full on the Maturity Date.

           (c) Pursuant to the Security Agreement and the Assignment of Leases,
Ground Lessee and Lessor shall direct (and Ground Lessee and Lessor each hereby
directs) Lessor and Lessee, respectively, to pay to the Collateral Agent for the
account of the Participants the rent payable under the Ground Sublease and Rent
payable under the Lease (other than Excluded Amounts) from time to time, and the
Collateral Agent shall distribute such amounts to the Participants in accordance
with Article X.

           (d) Construction Period Accrued Interest shall be deemed paid in
accordance with Section 2.2.10.

           (e) The Lenders are authorized and entitled to make notations on
their respective Notes setting forth the date and amount of each funding of an
Advance by such Lender, the amount of all Construction Period Accrued Interest,
each payment or repayment of principal, the length of each Interest Period with
respect thereto and the interest rate for such Interest Period. Any such
recordation shall constitute prima facie evidence of the accuracy of the
information so recorded; provided, that the failure to make any such recording
or to provide the calculations described below, shall not relieve the borrower
under such instrument of its obligations thereunder or the Lessee of its
obligation to pay Rent.

           SECTION 2.2.10. Construction Period Accrued Interest, Construction
Period Accrued Yield and Construction Period Fees.


                                       -9-
<PAGE>   17
           (a) Advances to be Requested. In accordance with and subject to
Section 2.2.6, during the Construction Period Lessee shall request an Advance in
an amount equal to Construction Period Accrued Interest and Construction Period
Accrued Yield (in each case, less any Interim Rent payable on the relevant
Scheduled Payment Date, which shall be applied to Construction Period Accrued
Interest and Construction Period Accrued Yield) and Construction Period Fees
accrued on or with respect to the Loans and Investor Amounts, in the amounts
calculated, determined and delivered to Lessee pursuant to Section 2.3.

           (b) Netting of Amounts; Roll-up of Yield. Construction Period Accrued
Interest in respect of HSFC Loans shall be converted into principal of the HSFC
Loans on each Scheduled Payment Date occurring prior to the Lease Commencement
Date. Accordingly, the proceeds of HSFC Loans made by HSFC on any Advance Date
shall be net of the amount of Construction Period Accrued Interest owed to it on
such Advance Date and requested in such Advance. Construction Period Accrued
Interest in respect of B Loans shall be converted into principal of the Conduit
Loan or Facility Loan, as applicable, on each Scheduled Payment Date occurring
prior to the Lease Commencement Date. Accordingly, the proceeds of the B Loan
made by the Conduit or the Liquidity Purchasers, as applicable, shall be net of
the amount of Construction Period Accrued Interest owed to it on such Advance
Date and requested in such Advance. Construction Period Accrued Yield due to any
Investor shall not be paid in cash but rather the respective Investor Amounts of
each Investor shall be increased on each Scheduled Payment Date occurring prior
to the Lease Commencement Date by the amount of Construction Period Accrued
Yield due and payable to such Investor on such date. Accordingly, the proceeds
of each Investor Contribution made by an Investor shall be net of the amount of
Construction Period Accrued Yield due to such Investor on such date and
requested in such Advance.

           SECTION 2.2.11. Final Completion Advance. On the Advance Date next
occurring after the day on which Substantial Completion occurs, Lessee may
request, and the Participants shall fund, an Advance pursuant to Section 2.2.6
in an amount equal to the lesser of (x) the remaining Aggregate Available
Commitments and (y) the amount allocated to punch-list items and other final
completion work as determined by the Construction Agent in accordance with the
Construction Budget and concurrently with the making of such Advance Request,
Lessee shall deliver to Lessor the GS Demand Note, executed and delivered by GS,
and duly endorsed by Lessee in blank, in the amount of the Advance requested
pursuant to this Section 2.2.11 and otherwise in the form attached hereto as
Exhibit E; provided, however, that no such Advance shall be requested or made if
a Bankruptcy Default, a Construction Agency Event of Default or a Lease Event of
Default has occurred and is continuing. Subject to Section 4.4, the proceeds of
such Advance shall be loaned by Lessee to GS, which loan shall be evidenced by
the GS Demand Note. On the date of the final Advance, Lessee will pledge and
deliver the GS Demand Note to the Lessor, and Lessor will pledge and deliver the
GS Demand Note to the Collateral Agent, for the benefit of the Trust and the
Participants, in each case to secure the respective pledgor's obligations under
the Operative Documents; provided, that nothing herein or in any other Operative
Document shall be construed to limit Lessee's right to demand repayment from GS
on the GS Demand Note at any time and from time to time to the extent Lessee
expends or will expend the amounts repaid on Improvement Costs and any other
costs and expenses on which Advances may be expended hereunder; provided
further, however, that Lessee shall not be entitled to make any demand for
repayment under the GS Demand Note at any time when a Bankruptcy Default or
Lease Event of Default has occurred and is continuing.

           SECTION 2.3.  Computations and Notice of Rates.



                                      -10-
<PAGE>   18
           (a) Determination of the Rates. All computations of Yield and other
accrued amounts in respect of the Investor Contributions shall be made by the
Collateral Agent on the basis of the actual number of days (including the first
day but excluding the last day) occurring during the period for which such
amount is payable over a year comprised of 360 days (or, in the case of amounts
accruing interest or Yield by reference to the ABR, 365 days or, if appropriate,
366 days). Computations of interest and other amounts payable in respect of HSFC
Loans shall be made by the Administrative Agent in accordance with the HSFC Loan
Agreement. Computations of interest and other amounts payable in respect of
Conduit Loans and Facility Loans shall be made by the Administrator in
accordance with the Conduit Loan Agreement.

            (b) Notice of Interest and Yield. No later than the tenth (10th) day
of each calendar month (or, if such day is not a Business Day, then the next
succeeding Business Day), (i) the Collateral Agent shall deliver to Lessee and
each Investor a calculation of the amount of Yield due and payable, on the
Scheduled Payment Date for the Interest Period ending immediately prior to such
date, (ii) the Administrative Agent shall deliver to Collateral Agent and Lessee
a calculation of the amount of interest due on all outstanding HSFC Loans, and
other accrued amounts payable under the HSFC Loan Agreement, on the Scheduled
Payment Date for the Interest Period ending on such date, (iii) the
Administrator shall deliver to Collateral Agent and Lessee a calculation of the
amount of accrued interest due and payable on all outstanding Conduit Loans
under the Conduit Loan Agreement, on the Scheduled Payment Date for the
immediately preceding calendar month and other accrued amounts payable to the
Conduit under the Operative Documents, and (iv) the Administrator shall deliver
to the Lessee a calculation of the amount of accrued interest due and payable on
all outstanding Facility Loans under the Conduit Loan Agreement, on the
Scheduled Payment Date for the Interest Period ending on such date; provided
that in each case the failure of any such Agent to provide such notice shall not
relieve Lessee from any liability that it may have under the Operative Documents
to pay any such amount; provided further that any such Agent's failure to give
such notice shall result in no liability to it.

           (c) Conclusive Determinations. Each determination by any Agent of any
rate or fee, or any other amount due, pursuant to Section 2.3(a) or (b) or 9.10
hereof shall be conclusive and binding on all parties hereto, absent manifest
error.

           (d) Computations of Yield and Determination of Yield Rate. Each of
the Investors, Ground Lessee and Lessor hereby appoints the Collateral Agent as
its agent for purposes of computing Yield in respect of the Investor Amounts and
determining the Yield Rate.

           SECTION 2.4. Overdue Payments. Ground Lessee, Lessor, the Lenders and
the Investors acknowledge that Lessee shall have no liability with respect to
overdue payments of Loans and Investor Amounts or any other amount due and owing
by Lessee under the Operative Documents so long as Lessee has timely paid Rent
in accordance with Article III of the Lease, or such amounts are otherwise
accounted for pursuant to Section 2.2.8 or 2.2.9; provided, however, that such
Loans and Investor Amounts shall be reinstated and remain outstanding and Lessee
shall remain liable for such Rent, if at any time any payment (in whole or in
part) of any Rent is invalidated, declared to be fraudulent or preferential, set
aside, rescinded or must otherwise be restored by Lessor, any Participant or any
Agent, upon the insolvency, bankruptcy, reorganization (or similar event) of
Lessee or Guarantor, all as though such payment of Rent had not been made.
Subject to the foregoing provisions of this Section 2.4, Lessee acknowledges its
obligation to pay as Supplemental Rent any interest contemplated at the Overdue
Rate with respect to Investor Amounts or the Conduit Loans.



                                      -11-
<PAGE>   19
           SECTION 2.5. Resizing of Loans and Investor Amounts. The parties have
determined the respective Commitment Amounts of the Participants based on
certain assumptions determined to be reasonable by the parties as of the
Documentation Date. Should there be a material change in the contemplated Lease
Balance or the assumptions utilized by the parties as of the Documentation Date
that, because of GAAP, requires a new calculation of the Commitment Amounts to
meet the intention of the parties as stated in Section 3.1 and to provide
operating lease treatment for Lessee in accordance with GAAP, the parties agree
to negotiate in good faith to recalculate the principal amount of the Commitment
Amounts such that the Lease may continue to be treated by Lessee for financial
accounting purposes as an operating lease in accordance with GAAP so long as any
such recalculation does not impose any additional burdens or risks of any nature
on Lessor, any Investor, the Conduit, HSFC or any Liquidity Purchaser; provided,
that in no event shall this Section 2.5 obligate any Participant to increase its
respective Commitment Amount.

           SECTION 2.6.  Confirmation of Participants and the Other Parties.
Each Participant and each other party to any of the Operative Documents agrees
that the release of its signature pages to Mayer, Brown & Platt upon its
instruction shall constitute notice, without further act, of its confirmation
that all conditions to the Documentation Date and the Initial Advance Date set
forth in Section 4.1, 4.2 or 4.3, as applicable, were met to the satisfaction of
such Participant or other party.

           SECTION 2.7. Reduction of Commitments. At Lessee's sole option,
Lessee shall have the right prior to the earlier of (A) the third anniversary of
the Documentation Date and (B) the date total Advances are in excess of
$1,200,000,000.00, to send a notice to the Participants and Agents notifying
them that the Lessee wishes to reduce the Commitments by reason of Lessee's
reduction in the Construction Budget, so long as the Lessee shall satisfy prior
to exercising any such right each of the following conditions: that (i) after
giving effect to the exercise of any such right, (A) there shall exist no Event
of Default or Bankruptcy Default, and (B) the anticipated Fair Market Value of
the remaining Improvements to be constructed in accordance with the revised
Plans and Specifications, as shown on an updated appraisal, performed by the
appraiser who prepared the Appraisal (or if such appraiser is unavailable or
unable to perform such appraisal, by an appraiser selected by the Majority Banks
and approved by the Lessee) in accordance with the standards used for preparing
the As-Built Appraisal, shall be (x) as of the Lease Term Expiration Date at
least four times greater than the revised Unguaranteed Residual Value, and (y)
as of the Lease Commencement Date, no less than 60% of the aggregate amount of
Advances previously advanced and to be Advanced by the Participants to obtain
Substantial Completion of the revised Improvements, (ii) the Participants and
the Trustee shall have received revised Plans and Specifications, the revised
appraisal and a revised budget and schedule for the construction of the
remaining Improvements which are reasonably satisfactory to them in all respects
and (iii) no less than 40% of the revised Improvements are intended by Lessee
(as evidenced by an officer's certificate of Lessee) to serve as facilities to
be used by the Lessee or its Affiliates. If the Lessee shall send a notice
described in the preceding sentence, and shall otherwise comply with all of the
provisions of this Section 2.7, the Commitments of the Participants shall
automatically be reduced pro rata in an aggregate amount equal to the reduction
in the Commitments set forth in the notice given by Lessee.


                                   ARTICLE III

                            INTENTIONS OF THE PARTIES


                                      -12-
<PAGE>   20
           SECTION 3.1. Nature of Transaction. The parties hereto intend that
(i) for financial accounting purposes with respect to Lessee, (A) Lessor will be
treated as the sublessor of the Land under the Lease and the owner and the
lessor of the Improvements and Lessee will be treated as the sublessee of the
Land under the Lease and the lessee of the Improvements, and (B) the Investors
will be deemed to have an equity investment in the Ground Lessee and the Lessor,
and (ii) for all federal and all state and local income tax purposes and
bankruptcy purposes, (A) the Lease will be treated as a financing arrangement,
(B) Lessor, the Investors and the Lenders will be deemed lenders making loans to
Lessee in an amount equal to the sum of the Investor Amounts and the outstanding
principal amount of the Loans, which loans are secured by the Properties, (C)
Lessee will be treated as the owner of the Properties for tax purposes and will
be entitled to all tax benefits ordinarily available to an owner of property
like the Properties for such tax purposes and (D) the obligations of Lessee to
pay the Base Rent and any part of the Lease Balance shall be treated as payments
of interest and principal, respectively, for Federal and state income tax and
bankruptcy purposes. Nevertheless, each party acknowledges and agrees that no
other party has made any representations or warranties to any other party
concerning the tax, accounting or legal characteristics of the Operative
Documents and that each party has obtained and relied upon such tax, accounting
and legal advice concerning the Operative Documents as it deems appropriate.
Lessor shall be deemed to have a valid and binding security interest in and Lien
on the Properties, free and clear of all Liens other than Permitted Liens, as
security for the obligations of Lessee under the Operative Documents. Except as
otherwise provided by law or in connection with a settlement, compromise or
adjudication made under the provisions of Section 9.2(b), each of the parties to
this Participation Agreement agrees that it will not, nor will it permit any
Affiliate to at any time, directly or indirectly take any action or fail to take
any action with respect to the preparation or filing of any income tax or other
tax return, including an amended income tax or other tax return, to the extent
that such action or such failure to take action would be inconsistent with the
intention of the parties expressed in this Section 3.1.

           SECTION 3.2.  Amounts Due Under Lease.

           (a) Notwithstanding anything to the contrary contained in the
Operative Documents, it is the intention of GS, Lessee, Lessor, Ground Lessee,
each Investor, HSFC, the Conduit and the Liquidity Purchasers that the amount
and timing of installments of Base Rent due and payable from time to time from
Lessee under the Lease shall be equal to the aggregate payments due and payable
after the Lease Commencement Date on each Scheduled Payment Date with respect to
interest on the Loans, and Yield on the Investor Amounts then due.

           (b) Notwithstanding anything to the contrary contained in the
Operative Documents, if Lessee makes a payment of Rent to the Cash Collateral
Account as required under the Operative Documents, and the amount of and the
timing of such payment is based on or defined by a payment due by another party
pursuant to the Operative Documents, payment by Lessee of such amount to such
account shall be deemed to also constitute payment of such amount by such other
party at the time such amount is received in the Cash Collateral Account. By way
of illustration, but not by way of limitation, if interest in the amount of
$1,000,000 owing by Ground Lessee to the Liquidity Agent (for the account of the
Liquidity Purchasers) with respect to Facility Loans is due on July 1, 2004,
then the same amount is due on such date by Lessee to Lessor as Base Rent. If
Lessee pays such amount by wire transfer to the Cash Collateral Account and such
amount is received in such account on July 1, 2004 no later than the time period
required in the Operative Documents, then such $1,000,000 shall be deemed to
have been paid in a timely manner (i) by Lessee with respect to Base Rent, and
(ii) by Ground Lessee with respect to the Facility Loans.


                                      -13-
<PAGE>   21
                                   ARTICLE IV

                              CONDITIONS PRECEDENT

           SECTION 4.1. Conditions to Documentation Date. The occurrence of the
Documentation Date and the obligation of each of GS, Lessee, Ground Lessee,
Lessor, the Trust Company, the Trust, Trustee, each Investor, HSFC, the
Administrative Agent, the Collateral Agent, the Conduit, the Administrator, the
Liquidity Agent and each Liquidity Purchaser to perform its respective
obligations on the Documentation Date (if any), shall be subject to the
fulfillment to the reasonable satisfaction of (including, with respect to
writings, such writings being in form and substance reasonably satisfactory to
the addressee or beneficiary thereof), or the waiver by, GS, Lessee, Ground
Lessee, Lessor, the Trust Company, the Trust, Trustee, each Investor, HSFC, the
Administrative Agent, the Collateral Agent, the Conduit, the Administrator, the
Liquidity Agent and each Liquidity Purchaser, as applicable, of the following
conditions precedent set forth in this Section 4.1 on or before the
Documentation Date:

           (a) Insurance. Lessor and each Agent shall have received and approved
a report issued by the Independent Insurance Consultant with respect to Lessee's
compliance with its obligation to maintain insurance in accordance with Section
2.6(g) of the Construction Agency Agreement, which report shall be satisfactory
to Lessor and the Agents in all respects.

           (b) Certain Documents. Lessor, Ground Lessee, the Trust Company, the
Trust, Trustee, Lessee, GS and each of the Participants (or respective counsel
for each such party) shall have received a fully executed counterpart of each of
the following agreements to which the applicable entity is a party:

                           (i)      this Participation Agreement;

                           (ii)     the Ground Lease and Memorandum of Ground
                                    Lease;

                           (iii)    the Ground Sublease and Memorandum of Ground
                                    Sublease;

                           (iv)     the Lease and Memorandum of Lease;

                           (v)      the Security Agreement;

                           (vi)     the Mortgage;

                           (vii)    the Assignment of Leases;

                           (viii)   the Construction Agency Agreement;

                           (ix)     the Delaware Certificate of Trust;

                           (x)      the Guaranty;

                           (xi)     the Formation Documents of Ground Lessor;



                                      -14-
<PAGE>   22
                           (xii)    the Formation Documents of Ground Lessee;

                           (xiii)   the Formation Documents of Lessor;

                           (xiv)    the Formation Documents of Lessee;

                           (xv)     the Formation Documents of HSFC;

                           (xvi)    the HSFC Loan Agreement;

                           (xvii)   the HSFC Note;

                           (xviii)  the Trust Agreement;

                           (xix)    the Master Note Purchase Agreement;

                           (xx)     [omitted];

                           (xxi)    the Conduit Loan Agreement;

                           (xxii)   the Conduit Notes;

                           (xxiii)  the Facility Notes;

                           (xxiv)   the Lessor Guaranty;

                           (xxv)    the LAPA;

                           (xxvi)   the Commercial Paper Documents of HSFC; and

                           (xxvii)  the Financing Statements.

           Each of the aforementioned Operative Documents, to the extent the
same constitutes an agreement or undertaking, shall have been duly authorized,
executed and delivered by each of the parties thereto and shall be in full force
and effect.

           (c) Filings and Recordation. All filings and recordings enumerated
and described in Part A, Part B and Part C of Schedule III, as well as all other
filings and recordings necessary or advisable, including precautionary financing
statements, in the opinion of Lessor, the Liquidity Agent or any Participant, to
perfect the right, title and interest of Lessor, the Liquidity Agent, the
Collateral Agent and the Participants intended to be created by the Operative
Documents shall have been made, or shall have been arranged to be made promptly
thereafter, in the appropriate places or offices, including any recordings and
filings necessary to create, preserve and protect such Persons' valid and
binding security interests in and Liens on the Collateral, subject in each case
to Permitted Liens and the rights of Lessee under the Lease. All recording and
filing fees and Taxes with respect to any recordings or filings made pursuant to
this Section 4.1(c) or otherwise payable in respect of any Operative Document
shall have been paid in full by Lessee, and satisfactory evidence thereof shall
have been delivered to Lessor and the Agents, or


                                      -15-
<PAGE>   23
arrangements for such payment shall have been made to the satisfaction of Lessor
and the Agents or evidence satisfactory to Lessor and the Agents of exemption
from such filing fees or taxes shall have been delivered to Lessor and the
Agents.

         (d) Consents and Approvals. All approvals and consents required to be
taken, given or obtained, as the case may be, by or from any Authority or other
Person, or by or from any trustee or holder of any indebtedness or obligation of
GS, that are necessary or, in the reasonable opinion of the Participants,
advisable in connection with the execution, delivery and performance of the
Operative Documents by all parties hereto, shall have been taken, given or
obtained as the case may be, shall be in full force and effect and the time for
appeal with respect thereto shall have expired (or, if an appeal shall have been
taken, the same shall have been dismissed) and shall not be subject to any
pending proceedings or appeals (administrative, judicial or otherwise).

         (e) Opinions of Counsel. Lessor, Ground Lessee, the Trust Company, the
Trust, Trustee, the Investors, HSFC, the Conduit, the Agents, each Liquidity
Purchaser and, with respect to the opinion described in clauses (iii), (iv) and
(v) only, Lessee, GS and Ground Lessor, shall have received the following legal
opinions (and by such Person's execution of the Operative Documents to which
each is respectively a party, each expressly instructs its respective counsel to
execute and deliver the opinions referred to in this Section 4.1(e)):

                  (i) the opinion of Sullivan & Cromwell, special counsel to GS,
         Ground Lessor and Lessee;

                  (ii) the opinion of Schuman Hanlon, Doherty McCrossin and
         Paolino, special New Jersey counsel to GS, Ground Lessor and Lessee;

                  (iii) the opinion of Mayer, Brown & Platt, special New York
         counsel to the Ground Lessee and Lessor;

                  (iv) the opinion of Cadwalader, Wickersham & Taft, special
         counsel to HSFC; and

                  (v) the opinion of Richards, Layton & Finger, special Delaware
         counsel to Ground Lessee and Lessor and special counsel to the Trust
         Company, the Trust and Trustee.

in each case covering such matters as the addressees thereof shall request.

         (f) Corporate Status and Proceedings of GS and Lessee. Lessor, Ground
Lessee, the Investors, HSFC, the Conduit, each Agent and each Liquidity
Purchaser shall have received copies of:

                  (i) certificates of existence and good standing, or authority
         to transact business as a foreign corporation, (A) with respect to GS,
         from the Secretary of State of the States of Delaware, New York and New
         Jersey, and (B) with respect to Lessee, from the Secretary of State of
         New Jersey, in each case dated as of a recent date;

                  (ii) a certificate of the Secretary or an Assistant Secretary
         of GS (in its own capacity and as the Lessee's Member), in each case
         attaching and certifying as to (w) the resolutions of its Board of
         Directors or similar body and/or other authorized persons duly
         authorizing the execution,



                                      -16-
<PAGE>   24
         delivery and performance by it of each Operative Document to which it
         is or will be a party, (x) its certificate of formation or articles of
         incorporation, as the case may be, certified as of a recent date by the
         Secretary of State of the State of Delaware (in the case of GS) or the
         State of New Jersey (in the case of Lessee), (y) its by-laws and (z)
         the incumbency and signature of persons authorized to execute and
         deliver on its behalf the Operative Documents to which it is a party;
         and

                          (iii) a certificate of an authorized officer of GS (in
           its own capacity and as the Lessee's Member), in each case confirming
           the accuracy of its representations made in the Operative Documents
           and the absence of any Bankruptcy Default or Construction Agency
           Event of Default.

           (g) Limited Liability Company Status and Proceedings of Lessor. GS,
Lessee, HSFC, the Placement Agents, the Conduit, each Agent and each Liquidity
Purchaser shall have received a certificate of the Lessor's Member attaching and
certifying as to (i) the resolutions of the Trustee, as the Manager of such
Member, duly authorizing the execution, delivery and performance by Lessor of
each Operative Document to which it is or will be a party, (ii) Lessor's
certificate of formation, certified as of a recent date by the Secretary of
State of the State of Delaware, (iii) the Lessor Limited Liability Company
Agreement and (iv) the incumbency and signature of persons authorized to execute
and deliver on its behalf the Operative Documents to which it is a party.

           (h) Limited Liability Company Status and Proceedings of Ground
Lessee. GS, Lessee, HSFC, the Placement Agents, the Conduit, each Agent and each
Liquidity Purchaser shall have received a certificate of the Ground Lessee's
Manager attaching and certifying as to (i) the resolutions of the Trust duly
authorizing the execution, delivery and performance by Ground Lessee of each
Operative Document to which it is or will be a party, (ii) its certificate of
formation, certified as of a recent date by the Secretary of State of the State
of Delaware, (iii) the Ground Lessee Limited Liability Company Agreement and
(iv) the incumbency and signature of persons authorized to execute and deliver
on its behalf the Operative Documents to which it is a party.

           (i) Corporate Status and Proceedings of HSFC. GS, Lessee, Ground
Lessee, Lessor, the Trust Company, the Trust, Trustee, the Investors, the
Conduit, the Placement Agent, each Agent and each Liquidity Purchaser shall have
received a certificate of the Secretary or Assistant Secretary of HSFC attaching
and certifying as to (i) the resolutions of the Board of Directors of HSFC duly
authorizing the execution, delivery and performance by HSFC of each Operative
Document to which it is or will be a party, (ii) a certificate of good standing,
certified as of a recent date by the Secretary of State of the State of
Delaware, (iii) the HSFC Articles of Incorporation and by-laws both as in effect
on the Documentation Date and (iv) the incumbency and signature of persons
authorized to execute and deliver on its behalf the Operative Documents to which
it is a party.

           (j) Corporate Status and Proceedings of Trustee. GS, Lessee, Ground
Lessee, Lessor, the Investors, the Conduit, the Placement Agent, each Agent and
each Liquidity Purchaser shall have received a certificate of the Secretary or
an Assistant Secretary of Trustee attaching and certifying as to (i) the
resolutions of the Board of Directors duly authorizing the execution, delivery
and performance by such Trustee of each Operative Document to which it is or
will be a party and by the Trust Company of the Trust Agreement, (ii) its
articles of association, certified as of a recent date by an appropriate officer
of the Trust Company, (iii) its by-laws, (iv) the filed Delaware certificate of
Investment Trust, and (iv) the


                                      -17-
<PAGE>   25
incumbency and signature of persons authorized to execute and deliver on its
behalf the Operative Documents to which it is a party.

           (k) Environmental Audit. Each Agent shall have received an
Environmental Audit for each Property in form and substance acceptable to each
of them.

           (l) Survey and Title Insurance. Lessee shall have delivered to each
Agent an ALTA/1992 (Urban) Survey of each Property prepared by a licensed
surveyor and meeting the Minimum Standard Detail Requirements for ALTA/ASCM Land
Title Surveys as adopted by the American Land Title Association/American Society
and American Congress on Surveying and Mapping in 1992 certified to each
Investor and each Agent and the title company and otherwise in form reasonably
acceptable to such Persons, and a leasehold or loan policy in favor of Lessor,
such policy to be dated as of the Initial Advance Date and in an amount not less
than $70,000,000 and to be reasonably satisfactory to the Participants with
comprehensive, survey, variable rate, access and such other endorsements
requested by the Participants to the extent available in the State of New
Jersey.

           (m) Recordation. Liquidity Agent shall have received evidence
reasonably satisfactory to it that each of the Ground Lease or a memorandum
thereof, Ground Sublease or a memorandum thereof, the Lease or a memorandum
thereof, the Mortgages and the Assignment of Leases shall have been or are
being recorded with the appropriate Governmental Authorities in the order in
which such documents are listed in this clause, and the Financing Statements
with respect to each Property shall have been or are being filed with the
appropriate Governmental Authorities.

           (n) Evidence of Property Insurance. Lessor and each Agent shall have
received evidence of insurance with respect to the Properties required to be
maintained pursuant to the Construction Agency Agreement, setting forth the
respective coverages, limits of liability, carrier, policy number and period of
coverage.

           (o) Payment of Taxes. All Taxes payable on or before the
Documentation Date, for which Lessee is responsible and which are in connection
with the execution, delivery, recording or filing of any of the Operative
Documents or other documents, and the consummation of any other transactions
contemplated hereby or by any of the other Operative Documents, shall have been
paid in full by Lessee, or arrangements for such payment shall have been made to
the satisfaction of each Investor and each Agent (subject to Lessee's right to
contest certain Taxes pursuant to Section 9.2(b)).

           (p) Representations and Warranties; Absence of Default. Each
representation and warranty of each of the parties hereto contained herein or in
any other Operative Document shall be true and correct in all material respects
as though made on and as of the Documentation Date, except that any such
representation or warranty which is expressly made only as of a specified date
need be true only as of such date. No Bankruptcy Default or Construction Agency
Event of Default shall have occurred and be continuing.

           (q) Litigation. No action or proceeding shall have been instituted or
threatened nor shall any government action be instituted or threatened before
any Authority, nor shall any order, judgment or decree have been issued or
proposed to be issued by any Authority, to set aside, restrain, enjoin or
prevent the performance of this Participation Agreement, any other Operative
Document or any transaction


                                      -18-
<PAGE>   26
contemplated hereby or by any other Operative Document or which is likely, in
the reasonable opinion of Lessor, any Investor, any Agent or the Majority Banks
to have a Material Adverse Effect.

           (r) No Event of Loss. No casualty or loss shall have occurred in
respect of either Property. No action shall be pending or threatened by an
Authority to initiate a Condemnation or a taking by such Authority in respect of
either Property.

           (s) Legality, etc. In the opinion of Lessor, the Investors and each
Agent, the transactions contemplated by the Operative Documents shall not
violate any Applicable Laws and do not and will not subject Lessor to any
materially adverse regulatory prohibitions or constraints, and no change of
Applicable Laws has occurred or been proposed that would make it uneconomic or
illegal for any party to any Operative Document to participate in any of the
transactions contemplated by the Operative Documents or otherwise would prohibit
the consummation of any transaction contemplated by the Operative Documents or
materially expand the duties, obligations or risks of Lessor, the Investors,
HSFC, the Conduit, any Agent or the Liquidity Purchasers.

           (t) Proceedings Satisfactory, etc. All proceedings taken in
connection with the Documentation Date, and all documents relating thereto shall
be reasonably satisfactory to Lessor, the Investors, HSFC, the Conduit, each
Agent and their respective counsel, and each such Person shall have received
copies of such documents as they may reasonably request in connection therewith,
all in form and substance reasonably satisfactory to each such Person.

           (u) Certain Accounting Issues. Unless waived by GS, GS shall have
received confirmation from Pricewaterhouse Coopers that, for purposes of GAAP,
Lessee will not be considered the owner of the Property, the Lease will be
classified as an operating lease of Lessee and such other matters as GS shall
specify.

           (v) Construction Budget. Lessor, the Investors and each Agent shall
have received a true and correct copy of the Construction Budget.

           (w) Certain Tax Issues. GS shall have received an opinion from its
counsel, Sullivan & Cromwell, that the Overall Transaction shall be treated as a
loan for federal income tax purposes.

           (x) Appraisal. Each Investor and Liquidity Purchaser shall have
received an as-built Appraisal of each Property, which Appraisal shall show the
Fair Market Value of Lessor's interest in the Improvements (free and clear of
the Lien of the Mortgage and other Operative Documents) to be constructed
thereon in accordance with the Plans and Specifications (i) as of the Lease
Commencement Date and (ii) as of the fifth anniversary of the Lease Commencement
Date.

           (y) Each non-U.S. Person shall have delivered to Lessee, Lessor and
the Conduit the Prescribed Forms.

           SECTION 4.2. Conditions to Initial Advance Date. The occurrence of
the Initial Advance Date and the obligation of each of Lessor, the Trust
Company, the Trust, Trustee, each Investor, HSFC, the Administrative Agent, the
Collateral Agent, the Conduit, the Administrator, the Liquidity Agent and each
Liquidity Purchaser to perform its respective obligations, if any, on the
Initial Advance Date, including funding the Investor Contributions in the case
of each Investor, funding the HSFC Loan and issuing Commercial Paper Notes in
the case of HSFC, funding the Conduit Loan and issuing Commercial Paper


                                      -19-
<PAGE>   27
Notes in the case of the Conduit, and providing Commitments, in the case of the
Liquidity Purchasers, shall be subject to the fulfillment to the reasonable
satisfaction (including, with respect to writings, such writings being in form
and substance reasonably satisfactory to the addressee or beneficiary thereof),
or the waiver by Lessor, each Investor, HSFC, the Administrative Agent, the
Conduit, the Administrator, the Liquidity Agent and each Liquidity Purchaser, of
the following conditions precedent set forth in this Section 4.2 on or before
the Initial Advance Date:

         (a) Documentation Date. The Documentation Date shall have become
effective in accordance with Section 4.1.

         (b) Transaction Costs. To the extent invoiced, all Transaction Costs
(including all fees payable to any party hereto on the Initial Advance Date)
then due and payable will be paid in full by Lessee or Collateral Agent in
accordance with such Advance Request solely from the proceeds of the Advances,
provided, that the Lessee or Collateral Agent, as applicable, has received the
proceeds of Advances for such purposes. Lessee shall pay out of proceeds of
Advances requested therefor Transaction Costs described in clause (b) (HSFC
legal counsel only), (d), (e), (f), (j), (k), (l) and (m) and Collateral Agent
shall pay out proceeds of Advances therefor all remaining Transaction Costs in
accordance with such Advance Request. Payments of Transaction Costs to be paid
on the Initial Advance Date shall be made by wire transfer of immediately
available funds to the accounts specified by the parties receiving such
payments. Lessee shall include in any Advance Request an amount for Transaction
Costs equal to the aggregate amount of invoices for Transaction Costs received
by Collateral Agent and Lessee at least two (2) Business Days prior to the
issuance of an Advance Request. Lessee shall deliver to Collateral Agent and
Liquidity Agent a copy of all invoices for Transactions Costs promptly after
receipt thereof.

         (c) Initial Advance Date Notice. Lessee shall have delivered an Advance
Request conforming with the requirements of Section 2.2.6(a).

         (d) Conduit Approval. The Administrator shall have received a rating
letter from Moody's and S&P that the Commercial Paper Notes of the Conduit shall
be rated P-1 and A-1, respectively.

         SECTION 4.3. Conditions to Initial Issuance of Commercial Paper Notes
by HSFC. HSFC shall have the right to issue its initial Commercial Paper Notes
on the date on which all of the following conditions precedent have been
satisfied (or waived in writing by Lessor, HSFC and the Administrative Agent
with, in each case, notice to the Placement Agent):

         (a) Initial Commercial Paper Private Placement Memorandum. The
Administrative Agent shall have received sufficient copies of the Private
Placement Memorandum (HSFC).

         (b) Commercial Paper Account. The Administrative Agent shall have
received a certificate of an authorized officer of the Depositary to the effect
that the Commercial Paper Account of HSFC has been established.

         (c) Ratings. The Administrative Agent shall have received a copy of a
rating letter from Moody's stating that the Commercial Paper Notes of HSFC shall
be rated P-1 by Moody's and a rating letter from S&P stating that the Commercial
Paper Notes of HSFC shall be rated A-1+ by S&P.


                                      -20-

<PAGE>   28
            (d) Depositary Agreement. The Administrative Agent shall have
received an executed counterpart of the Depositary Agreement from HSFC, together
with an opinion of counsel for the Depositary relating to corporate matters.

            (e) Commercial Paper Placement Agreement. The Administrative Agent
shall have received an executed counterpart of a Commercial Paper Placement
Agreement (HSFC) from the Placement Agent.

            (f) Administration Agreement. The Administrative Agent shall have
received an executed counterpart of the Administration Agreement.

            (g) Opinion. The Administrative Agent shall have received an opinion
of counsel to HSFC addressed to the Administrative Agent to the effect that
sales of the Commercial Paper Notes of HSFC pursuant to the Commercial Paper
Placement Agreement (HSFC) will be exempt from the registration requirements of
the Securities Act and HSFC is not required to be registered under the
Investment Company Act.

            SECTION 4.4. Conditions Precedent to each Advance. The obligations
of Lessor to make an Advance on an Advance Date (including the Initial Advance
Date), the obligation of the Investors to make any related Investor Contribution
available on such Advance Date and the obligation of each Lender to make any
related Loans on such Advance Date, are subject to each Investor and Agent
having received a copy of the applicable Advance Request, the original of which
shall be sent to Lessor, executed by Lessee, in accordance with and to the
extent required by Section 2.2.6.


            SECTION 4.5. Lease Commencement Upon Substantial Completion. Unless
the Construction Agency Agreement has been terminated as a result of a
Construction Agency Event of Default, the parties hereto acknowledge and agree
that upon the occurrence of Substantial Completion, the Properties shall
automatically, without further act or notice by any Person, become subject to,
and shall be leased by Lessor to Lessee under, the Lease.

                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

            SECTION 5.1. Representations and Warranties of Each Lessee. As of
the Documentation Date and as of each Advance Date (provided, that any
representation or warranty made as of a specific date need only be true as of
such date), each Lessee (in its capacity as both Lessee and Construction Agent)
represents and warrants to each of the other parties hereto that:

            (a)  General Matters.

                              (i) Such Lessee is a limited liability company
            duly organized, validly existing and in good standing under the laws
            of the State of New Jersey, and its failure to qualify to do
            business in any other jurisdiction where it is not so qualified has
            no adverse effect on its ability to perform its obligations under
            this Participation Agreement, the Lease or any other Operative
            Document to which it is a party (each a "Lessee Operative Document")
            or to lease the Properties under the Lease; and Lessee has limited
            liability company power to enter into and perform under each Lessee
            Operative Document and to lease the Properties under the Lease.






                                      -21-
<PAGE>   29
                              (ii) The execution, delivery and performance by
            such Lessee of each Lessee Operative Document have been duly
            authorized by all necessary limited liability company action and
            will not violate any provision of its certificate of formation; or
            any provision of law applicable to such Lessee or by which it or its
            property may be bound, or result in the breach of or constitute a
            default or require any consent under, or result in the creation of
            any security interest, lien, charge or encumbrance (except as
            provided under the Operative Documents) upon any property or assets
            of such Lessee pursuant to any indenture, agreement or instrument to
            which such Lessee is a party or by which such Lessee or its property
            may be bound in any such case which would adversely affect such
            Lessee's and its consolidated subsidiaries' property or business
            taken as a whole or such Lessee's ability to perform its obligations
            under the Lessee Operative Documents. Except with respect to the
            matters described in Section 5.1(m), neither the execution by such
            Lessee of any Lessee Operative Document nor the performance by such
            Lessee of its obligations under any Lessee Operative Document
            requires any license, consent or approval of any governmental agency
            or regulatory authority. This Participation Agreement has been duly
            executed and delivered by such Lessee and, assuming the due
            authorization, execution and delivery by the other parties hereto,
            constitutes its legal, valid and binding obligation, enforceable in
            accordance with its terms, except as the same may be limited by
            insolvency, bankruptcy, reorganization or other laws relating to or
            affecting the enforcement of creditors' rights or by general
            equitable principles; provided, that certain remedial and other
            provisions of the Lessee Operative Documents may be rendered
            unenforceable by Applicable Laws, but such laws will not render the
            Lessee Operative Documents invalid as a whole or leave the parties
            thereto without the practical benefits intended to be afforded
            thereby.

                              (iii) Neither such Lessee nor any of its
            subsidiaries is engaged principally, or as one of its important
            activities, in the business of extending credit for the purpose of
            purchasing or carrying margin stock (within the meaning of
            Regulation U or X of the Board of Governors of the Federal Reserve
            System). Neither such Lessee nor any of its material subsidiaries is
            an "investment company" or a company "controlled" by an "investment
            company," within the meaning of the Investment Company Act of 1940.
            The receipt by such Lessee of the proceeds of the Advances, and each
            use of such proceeds to pay Improvement Costs, shall not be in
            violation of any Applicable Laws.

                              (iv) The outstanding debt for borrowed money of
            such Lessee does not, and no funding under the Operative Documents
            when made will cause such debt to, exceed the amount authorized by
            such Lessee's Member to be outstanding.

                              (v) As of the Documentation Date, except as
            disclosed on Schedule 5.1(a)(v), there is no action, suit or
            proceeding (including but not limited to environmental matters), and
            no such proceeding before any arbitrator or by or before any
            governmental commission, board, bureau or other administrative
            agency, is pending, or, to the knowledge of such Lessee, is
            threatened against such Lessee or any consolidated subsidiary of
            such Lessee which, in the good faith belief of such Lessee, has a
            reasonable possibility of being adversely determined in a manner
            which would have a adverse effect on the consolidated financial
            condition or business of such Lessee and its consolidated
            subsidiaries taken as a whole or adversely affect such Lessee's
            ability to perform its obligations under Lessee Operative Documents
            or to receive any funding hereunder.






                                      -22-
<PAGE>   30
                              (vi) Neither such Lessee nor any of its Affiliates
            has granted any Lien (other than Permitted Liens) on either Property
            to any Person other than Lessor, Ground Lessee, the Conduit, HSFC,
            the Collateral Agent, the Liquidity Purchasers, the Liquidity Agent
            and each Investor, and no Lien, other than the Lien granted to such
            Persons hereunder and under the other Operative Documents and
            Permitted Liens, has attached to either Property, or in any manner
            has affected adversely the rights and security interest of such
            Persons therein.

                              (vii) Neither such Lessee nor anyone authorized to
            act on its behalf has, directly or indirectly, in violation of
            Section 5 of the Securities Act or any state securities laws,
            offered or sold any interest in either Property, the Lease, the
            Investor Certificates or the Notes, or in any security or lease the
            offering of which, for purposes of the Securities Act or any state
            securities laws, would be deemed to be part of the same offering as
            the offering of the aforementioned items, or solicited any offer to
            acquire any of the aforementioned items from any Person other than
            an "accredited investor" (as such term is defined in the Securities
            Act). The foregoing shall not be deemed an acknowledgment that any
            of the Notes or Investor Certificates, or any interest in the
            Properties or the Lease, constitutes a "security".

            (b) Principal Place of Business and Chief Executive Office of Each
Lessee. The principal place of business and chief executive office, as such
terms are used in Section 9-103(3) of the UCC, of each Lessee are each located
at 85 Broad Street, New York, New York 10004.

            (c) Compliance With Law. The Properties and the current use and
operation thereof and thereon do not violate in any material respect any
Applicable Laws, including any thereof relating to occupational safety and
health or Environmental Laws, in a manner or to an extent that could reasonably
be expected to have a Material Adverse Effect. Except for such matters as could
not reasonably be expected to result in a Material Adverse Effect, the
Properties and the use thereof by it and its agents, assignees, employees,
invitees, lessees, licensees and tenants complies in all material respects with
Applicable Laws (including, without limitation, all Environmental Laws) and
insurance requirements.

            (d) Taxes. All United States Federal income tax returns and all
other tax returns which are required to have been filed have been or will be
filed by or on behalf of such Lessee by the respective due dates, including
extensions, and all taxes due with respect to such Lessee pursuant to such
returns or pursuant to any assessment received by such Lessee have been or will
be paid. The charges, accruals and reserves on the books of such Lessee in
respect of such taxes or other governmental charges are, in the opinion of such
Lessee, adequate.

            (e) Compliance with ERISA. Each of the matters set forth below in
this Section 5.1(e) is subject to the truth of the representations set forth in
Sections 5.4(a) and 5.6(b), and the covenants set forth in Sections 6.2.1(g) and
6.5(q). Each member of the ERISA Group has fulfilled its obligations under the
minimum funding standards of ERISA and the Code with respect to each Plan and is
in compliance in all respects with the presently applicable provisions of ERISA
and the Code with respect to the Plan except when such noncompliance would
result in penalties of less than $10,000,000. No member of the ERISA Group has
(i) sought a waiver of the minimum funding standard under Section 412 of the
Code in respect of any Plan within the preceding five (5) years, (ii) failed to
make any contribution or payment to any Plan, or made any amendment to any Plan
which has resulted or is likely to result in the imposition of a Lien or the
posting of a bond or other security under ERISA or the Code or (iii) incurred
any liability under Title IV of ERISA other than a liability to the PBGC for
premiums under Section 4007 of ERISA. No






                                      -23-
<PAGE>   31
termination of a Plan has occurred and no steps have been taken to institute the
termination of any Plan. No member of the ERISA Group has any knowledge of any
event that is likely to result in a liability of any such member to the PBGC,
whether under a Plan, a Multi employer Plan, or otherwise, other than a
liability to the PBGC for premiums under Section 4007 of ERISA. No lien in favor
of the PBGC or a Plan has arisen, and there have not been any nor are there now
existing any events or conditions that would permit any Plan to be terminated
under circumstances that would cause the lien provided under Section 4068 of
ERISA to attach to the material assets of such Lessee or its ERISA Affiliates.
The value of the Plans' benefits guaranteed under Title IV of ERISA on the date
hereof does not exceed the value of such Plans' assets allocable to such
benefits as of the date of this Participation Agreement. No "Prohibited
Transaction" within the meaning of Section 406 of ERISA will exist with respect
to a Benefit Arrangement upon the execution and delivery of this Participation
Agreement or any Operative Document.

            (f) Defaults. No Bankruptcy Default or Construction Agency Event of
Default has occurred and is continuing.

            (g) Insurance Coverage. Such Lessee maintains insurance coverage for
the Sites and the Improvements thereon which meets the requirements of the
Construction Agency Agreement and all of such coverage is in full force and
effect.

            (h)  Subjection to Government Regulation.

                              (i) Such Lessee is not subject to regulation under
            any law which prohibits, or requires consent from any Authority
            prior to, the incurring by it of indebtedness or the entering into
            of the transactions described herein.

                              (ii) Other than with respect to Applicable Laws
            related to urban renewal, neither Lessor nor any Agent will become
            (A) solely by reason of entering into the Operative Documents or
            consummation of the transactions contemplated thereby (other than
            upon exercise of remedies under the Lease or other Operative
            Document or upon the expiration or termination thereof and, in
            respect of Lessor, other than in connection with the Financial
            Agreements) subject to ongoing regulation of its operations by any
            Authority having jurisdiction; or (B) except for regulation the
            applicability of which depends upon the existence of facts in
            addition to the ownership of, or the holding of any interest in, the
            Properties or any interest therein upon the exercise of remedies
            under the Lease or other Operative Document or upon the expiration
            or termination thereof and, in respect of Lessor, other than in
            connection with the Financial Agreements, subject to ongoing
            regulation of its operations by any Authority having jurisdiction
            solely by reason of its business activities contemplated in the
            Operative Documents or the nature of the Properties.

            (i) Commercial Paper Notes. Assuming that the Commercial Paper Notes
of HSFC are offered and sold as contemplated by Section 4.01 of the Commercial
Paper Placement Agreement (HSFC), the offer and sale by HSFC of such Commercial
Paper Notes will constitute exempt transactions under Section 4(2) of the
Securities Act and Rule 506 thereunder, and no registration of such Commercial
Paper Notes under the Securities Act, nor qualification of an indenture with
respect to the Operative Documents under the Trust Indenture Act of 1939, as
amended, will be required in connection with any such offer, issuance or sale of
such Commercial Paper Notes by HSFC.





                                      -24-
<PAGE>   32
            (j) No Liens. Neither such Lessee nor any of its Affiliates has
created, consented to, incurred or suffered to exist any Lien upon either
Property or any portion thereof other than Permitted Liens, subject to Permitted
Contests.

            (k) Properties. Upon Substantial Completion, the Properties as
improved in accordance with the Plans and Specifications and the contemplated
use thereof by Lessee and its agents, assignees, employees, lessees, licensees
and tenants will comply in all material respects with all Requirements of Law
(including all zoning and land use laws and Environmental Laws) and Insurance
Requirements.

            (l) Plans and Specifications. Upon Substantial Completion of the
Construction all water, sewer, electric, gas, telephone and drainage facilities
and all other utilities required to adequately service the Improvements for
their intended use will be available pursuant to adequate permits (including any
that may be required under applicable Environmental Laws). Except as notified to
Lessor, no fire or other casualty with respect to either Property has occurred
which fire or other casualty results in replacement or restoration costs in
excess of $30,000,000. Upon Substantial Completion of the Construction the
Properties will have available all material services of public facilities and
other utilities necessary for use and operation of the Properties and the other
Improvements for their primary intended purposes including adequate water, gas
and electrical supply, storm and sanitary sewerage facilities, telephone, other
required public utilities and means of access between such Improvements and
public highways for motor vehicles. All utilities serving the Properties, or
proposed to serve the Properties in accordance with the related Plans and
Specifications, are located in, and vehicular access to the Improvements on the
Properties is provided by, either public rights-of-way abutting the Properties
or Appurtenant Rights. All requirements of Applicable Law, easements and
rights-of-way, including proof and dedication, required for (x) the use,
treatment, storage, transport, disposal or disposition of any Hazardous Material
on, at, under or from the Properties during the construction of the Improvements
thereon, and (y) construction of the Improvements in accordance with the Plans
and Specifications and the Construction Agency Agreement have either been
irrevocably obtained from the appropriate Governmental Authorities having
jurisdiction or from private parties, as the case may be, or will be irrevocably
obtained from the appropriate Governmental Authorities having jurisdiction or
from private parties, as the case may be, prior to commencing any such
construction or use and operation, as applicable, or in the course of the
Construction in accordance with reasonably prudent construction practice.

            (m) Title to the Land. Ground Lessor owns title to the Land in fee
simple, subject only to Permitted Liens. The Ground Lease is in form and
substance sufficient to convey a valid leasehold estate to Ground Lessee,
subject only to Permitted Liens. Ground Lessee will at all times during the
Construction Period and the Lease Term have good and marketable title to a valid
leasehold estate in the Land, and Lessor will at all times during the
Construction Period and the Lease Term have good and marketable title to a valid
sublease hold estate in the Land and in fee simple to all Improvements located
on the Land, in each case subject only to Permitted Liens. Ground Lessor will at
all times during the Lease Term have marketable title in fee simple to the Land
subject only to Permitted Liens.

            (n) Flood Hazard Areas. Except as otherwise identified on the survey
delivered pursuant to Section 4.1(k), no portion of the Properties is located in
an area identified as a special flood hazard area by the Federal Emergency
Management Agency or other applicable agency. If either Property is located in
an area identified as a special flood hazard area by the Federal Emergency
Management Agency or other applicable agency, then flood insurance has been
obtained for the Properties in accordance with the Lease and in accordance with
the National Flood Insurance Act of 1968, as amended.




                                      -25-
<PAGE>   33
            (o) Lease. Upon Substantial Completion (i) such Lessee will have
unconditionally accepted the Properties demised under the Lease (provided that
nothing contained herein shall be deemed a waiver by Lessee of any right of
action against Persons with respect to title to and condition of the Properties
on the Initial Advance Date other than Lessor, the Investors and the Lenders)
and will have good and marketable title to a valid and subsisting sublease hold
interest in the Land and leasehold interest in the Improvements, subject only to
Permitted Liens, (ii) no right of offset will exist with respect to any Rent or
other sums payable under the Lease and (iii) except as provided in the Operative
Documents, no Rent under the Lease will have been prepaid.

            (p) Appraisal Data. As of the Documentation Date, the information
provided by such Lessee and its Affiliates to the Appraiser and described in
Schedule IV and forming the basis for the conclusions set forth in the Appraisal
delivered pursuant to Section 4.1(j), taken as a whole, was true and correct in
all material respects and did not, when taken as a whole, omit any information
requested by the Appraiser known and available to such Lessee necessary to make
the information provided not materially misleading.

            (q) Filings. Except with respect to the filings identified on
Schedule III, no other filings or recordings are necessary to convey validly and
effectively to the Secured Parties such interest in the Lease, the Properties
and all other Collateral as contemplated by the Operative Documents, in each
case free of all Liens other than Permitted Liens.

            (r) Ownership. As of the Documentation Date only, all of the
outstanding equity interests of each Lessee and Ground Lessor are owned by GS.

            SECTION 5.2. Representations and Warranties of GS. As of the
Documentation Date and as of each Advance Date, GS represents and warrants to
Lessor, each Agent and the Participants that:

            (a) Due Organization, etc. GS is a duly organized and validly
existing corporation in good standing under the laws of the State of Delaware.

            (b) Corporate Power and Authority; Enforceability. GS has the
corporate power and authority to execute, deliver and carry out the terms and
provisions of the Operative Documents to which it is or will be a party and has
taken all necessary corporate action to authorize the execution, delivery and
performance of the Operative Documents to which it is a party and has duly
executed and delivered each Operative Document required to be executed and
delivered by it and, assuming the due authorization, execution and delivery
thereof on the part of each other party thereto, each such Operative Document
constitutes a legal, valid and binding obligation enforceable against it in
accordance with its terms, except as the same may be limited by insolvency,
bankruptcy, reorganization or other laws relating to or affecting the
enforcement of creditors' rights or by general equitable principles; provided,
that certain remedial and other provisions of the Operative Documents to which
it is a party may be rendered unenforceable by Applicable Laws, but such laws
will not render such Operative Documents invalid as a whole or leave the parties
thereto without the practical benefits intended to be afforded thereby.

            (c) No Violation. Neither the execution, delivery and performance by
GS of the Operative Documents to which it is or will be a party nor compliance
with the terms and provisions thereof, nor the consummation by GS of the
transactions contemplated therein (i) will result in a violation by GS of any
applicable provision of any law, statute, rule, regulation, order, writ,
injunction or decree of any court or





                                      -26-
<PAGE>   34
governmental instrumentality having jurisdiction over GS or (to the actual
knowledge of an Authorized Officer of GS) the Properties, that would adversely
affect (x) the validity or enforceability against GS of the Operative Documents
to which GS is a party, or the title to, or value or condition of, the
Properties, or (y) the consolidated financial position, business, prospects or
consolidated results of operations of GS or the ability of GS to perform its
obligations under the Operative Documents, (ii) violate or result in any breach
which would constitute a default under, or (other than pursuant to the Operative
Documents) result in the creation or imposition of (or the obligation to create
or impose) any Lien upon any of the property or assets of GS pursuant to the
terms of any indenture, loan agreement or other agreement to which GS is a party
or by which it or any of its property or assets is bound or to which it may be
subject (other than Permitted Liens), or (iii) will violate any provision of the
certificate of incorporation or by-laws of GS.

            (d) No Approvals, etc. The execution and delivery by GS of the
Operative Documents to which it is a party does not require the consent or
approval of, or the giving of notice to or registration with, or the taking of
any other action in respect of, any Authority or other body governing its
business practices, other than (if GS so determines) the filing of a Form 8-K
with the SEC.

            (e) Disclosure Requirements. As of the Documentation Date, GS has
complied with its disclosure and reporting obligations under the Securities
Exchange Act of 1934, as amended.

            (f) Securities Act. Neither GS nor anyone authorized to act on
behalf of GS has, directly or indirectly, in violation of Section 5 of the
Securities Act or any state securities laws, offered or sold any interest in the
Notes or the Investor Certificates, the Properties or the Lease, or in any
security or lease the offering of which, for purposes of the Securities Act or
any state securities laws, would be deemed to be part of the same offering as
the offering of the aforementioned securities or leases, or solicited any offer
to acquire any of the aforementioned items from any Person other than
"accredited investors". The foregoing shall not be deemed an acknowledgment that
any of the Notes or Investor Certificates, or any interest in the Properties or
the Lease, constitutes a "security".

            (g) Construction Agency Agreement and Lease. Guarantor represents
that the amount of Advances received by the Construction Agent or Lessee,
together with all interest, Yield, fees and Transaction Costs incurred or
accruing with respect thereto (either prior to Substantial Completion or, if a
Lease Event of Default or a Construction Agency Event of Default has occurred
and is continuing, incurred or accruing at any time, whether before or after the
Outside Completion Date), will in no event exceed the Aggregate Commitments.

            (h) Ground Lessor. Ground Lessor's sole business is to acquire the
Sites and neighboring properties, ground lease the Sites pursuant to the Ground
Lease, mortgage the Sites pursuant to the Lessee and Ground Lessor Mortgage,
sell and/or develop such neighboring properties and otherwise to engage in
activities incidental to the foregoing.

            SECTION 5.3. Representations and Warranties of Lessor and Ground
Lessee.

            SECTION 5.3.1. Representations and Warranties of Lessor. As of the
Documentation Date, Lessor represents and warrants to each of the other parties
hereto as follows:

            (a) Due Organization, etc. Lessor (i) is a duly organized and
validly existing limited liability company in good standing under the laws of
the State of New Jersey and (ii) has duly qualified and is





                                      -27-
<PAGE>   35
authorized to do business and is in good standing in all jurisdictions where the
failure to do so would have a material adverse effect on it or its properties.

            (b) Company Power and Authority; Enforceability. Lessor has the
limited liability company power and authority to execute, deliver and carry out
the terms and provisions of the Operative Documents to which it is or will be a
party (each a "Lessor Operative Document") and has taken all necessary action to
authorize the execution, delivery and performance of each Lessor Operative
Document and has duly executed and delivered each Operative Document required to
be executed and delivered by it and, assuming the due authorization, execution
and delivery thereof on the part of each other party thereto, each Lessor
Operative Document constitutes a legal, valid and binding obligation enforceable
against it in accordance with its terms, except as the same may be limited by
insolvency, bankruptcy, reorganization or other laws relating to or affecting
the enforcement of creditors' rights or by general equitable principles.

            (c) No Violation. Neither the execution, delivery and performance by
Lessor of any Lessor Operative Document nor compliance with the terms and
provisions thereof, nor the consummation of the transactions contemplated
therein, (i) will contravene any Applicable Laws or (ii) will violate any
provision of the Lessor Limited Liability Company Agreement or other
organizational document of Lessor. Neither the execution by Lessor of any Lessor
Operative Document nor the performance by Lessor under any Lessor Operative
Document requires any license, consent or approval of any governmental agency or
regulatory authority.

            (d) Purpose; No Other Assets. Lessor was organized for the purposes
of (i) acquiring leasehold title to the Land and developing or causing the
development of the Properties in accordance with the Construction Agency
Agreement, (ii) leasing the Properties to Lessee pursuant to the Lease, and
(iii) conducting any ancillary business necessary to accomplish the purpose set
forth in clauses (i) and (ii). It has no assets other than those related to its
ownership of the Properties.

            (e) Assignment. Lessor has not assigned or transferred any of its
right, title or interest in or under the Lease, the Properties, or the Lease
Collateral or any other Operative Document, except as expressly contemplated by
the Operative Documents.

            (f) Securities Act. Neither Lessor nor any Person authorized by
Lessor to act on its behalf has offered or sold any interest in the Notes, the
Investor Certificates or the Lease, or in any similar security relating to the
Properties, or in any security the offering of which for the purposes of the
Securities Act would be deemed to be part of the same offering as the offering
thereof, or solicited any offer to acquire any of the same from, any Person
other than the parties hereto, and neither it nor any Person authorized by it to
act on its behalf will take any action which would subject the issuance or sale
of any interest in the Notes, the Investor Certificates or the Lease or in any
similar security related to the Properties to the provisions of Section 5 of the
Securities Act or require the qualification of any Operative Document under the
Trust Indenture Act of 1939. The foregoing shall not be deemed an acknowledgment
that any of the Notes or Investor Certificates, or any interest in the
Properties or the Lease, constitutes a "security".

            (g) Chief Place of Business. Lessor's chief place of business, chief
executive office and office where the documents, accounts and records relating
to the transactions contemplated by this Participation Agreement and each other
Operative Document are and will be kept is located at c/o Wilmington Trust
Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890-0001, Attn: Corporate Trust Department.





                                      -28-
<PAGE>   36
            (h) No Other Activities. Lessor does not hold any assets, conduct
any business nor is it party to any document, agreement or instrument other than
its interests under the Lessor Operative Documents and the Financial Agreements.

            (i) Lessor Liens. Each Property and the Operative Documents and
amounts payable thereunder are free of Lessor Liens attributable to Lessor
(other than any liens granted pursuant to the Operative Documents).

            SECTION 5.3.2. Representations and Warranties of Ground Lessee. As
of the Documentation Date, Ground Lessee represents and warrants to each of the
other parties hereto as follows:

            (a) Due Organization, etc. Ground Lessee (i) is a duly organized and
validly existing limited liability company in good standing under the laws of
the State of Delaware and (ii) has duly qualified and is authorized to do
business and is in good standing in New Jersey and in all jurisdictions where
the failure to do so would have a material adverse effect on it or its
properties.

            (b) Company Power and Authority; Enforceability. Ground Lessee has
the limited liability company power and authority to execute, deliver and carry
out the terms and provisions of the Operative Documents to which it is or will
be a party (each a "Ground Lessee Operative Document") and has taken all
necessary action to authorize the execution, delivery and performance of each
Ground Lessee Operative Document and has duly executed and delivered each
Operative Document required to be executed and delivered by it and, assuming the
due authorization, execution and delivery thereof on the part of each other
party thereto, each Ground Lessee Operative Document constitutes a legal, valid
and binding obligation enforceable against it in accordance with its terms,
except as the same may be limited by insolvency, bankruptcy, reorganization or
other laws relating to or affecting the enforcement of creditors' rights or by
general equitable principles.

            (c) No Violation. Neither the execution, delivery and performance by
Ground Lessee of any Ground Lessee Operative Document nor compliance with the
terms and provisions thereof, nor the consummation of the transactions
contemplated therein, (i) will contravene any Applicable Laws or (ii) will
violate any provision of the Ground Lessee Limited Liability Company Agreement
or other organizational document of Ground Lessee. Neither the execution by
Ground Lessee of any Ground Lessee Operative Document nor the performance by
Ground Lessee under any Ground Lessee Operative Document requires any license,
consent or approval of any governmental agency or regulatory authority.

            (d) Purpose; No Other Assets. Ground Lessee was organized for the
purposes of (i) holding membership interests in Lessor, (ii) acquiring leasehold
title to the Land, (iii) subleasing the Land to Lessor pursuant to the Ground
Sublease, (iv) incurring indebtedness to the Lenders through the advance of
Loans to Ground Lessee and contributing the proceeds of such Indebtedness to
Lessor, and (v) conducting any ancillary business necessary to accomplish the
purpose set forth in clauses (i), (ii), (iii) and (iv). It has no assets other
than those related to its ownership of leasehold title to the Land.

            (e) Assignment. Ground Lessee has not assigned or transferred any of
its right, title or interest in or under the Ground Sublease, the Land, or the
Lease Collateral or any other Operative Document, except as expressly
contemplated by the Operative Documents.





                                      -29-
<PAGE>   37
            (f) Securities Act. Neither Ground Lessee nor any Person authorized
by Ground Lessee to act on its behalf has offered or sold any interest in the
Notes, the Investor Certificates or the Lease, or in any similar security
relating to the Properties, or in any security the offering of which for the
purposes of the Securities Act would be deemed to be part of the same offering
as the offering thereof, or solicited any offer to acquire any of the same from,
any Person other than the parties hereto, and neither it nor any Person
authorized by it to act on its behalf will take any action which would subject
the issuance or sale of any interest in the Notes, the Investor Certificates or
the Lease or in any similar security related to the Properties to the provisions
of Section 5 of the Securities Act or require the qualification of any Operative
Document under the Trust Indenture Act of 1939. The foregoing shall not be
deemed an acknowledgment that any of the Notes or Investor Certificates, or any
interest in the Properties or the Lease, constitutes a "security".

            (g) Chief Place of Business. Ground Lessee's chief place of
business, chief executive office and office where the documents, accounts and
records relating to the transactions contemplated by this Participation
Agreement and each other Operative Document are and will be kept is located at
c/o Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890-0001, Attn: Corporate Trust Department.

            (h) No Other Activities. Ground Lessee does not hold any assets,
conduct any business nor is it party to any document, agreement or instrument
other than its interests under the Ground Lessee Operative Documents and its
interests in Lessor.

            (i) Lessor Liens. Each Property is free of Lessor Liens attributable
to Ground Lessee.

            SECTION 5.4. Representations of the Investors. As of the
Documentation Date and, with respect to Section 5.4(a), as of each Advance Date,
each Investor represents and warrants to the other parties to this Participation
Agreement that:

            (a) ERISA. Such Investor is not funding its investment in the Trust,
and is not performing its obligations under the Operative Documents, with the
assets of an "employee benefit plan" (as defined in Section 3(3) of ERISA) which
is subject to Title I of ERISA, or "plan" (as defined in Section 4975(e)(1) of
the Code).

            (b) Power and Authority. Such Investor has the requisite power and
authority to enter into and perform under the Operative Documents to which it is
a party.

            (c) Binding Effect. This Participation Agreement and the other
Operative Documents to which it is a party constitute the legal, valid and
binding obligations of it, enforceable against it in accordance with their
respective terms except as such enforceability may be limited by any applicable
bankruptcy, insolvency or similar laws affecting the enforcement of creditors'
rights generally and by general principles of equity. It has taken all necessary
corporate action to authorize the execution, delivery and performance of this
Participation Agreement and each other Operative Document to which it is a party
and has duly executed and delivered each Operative Document required to be
executed and delivered by it.

            (d) Investment. Such Investor is making its investment in the
Investor Certificate and the transaction contemplated hereby for its own account
and not with a view to any distribution thereof; except





                                      -30-
<PAGE>   38
that the disposition of any interest in such investment shall be at all times
within the control of such Investor, subject to the restrictions of Article
VIII.

            (e) Lessor Liens. Each Property is free of Lessor Liens attributable
to it.

            SECTION 5.5. Representations of HSFC. As of the Documentation Date
as of each Advance Date, HSFC represents and warrants to the other parties to
this Participation Agreement that:

            (a) Due Organization, etc. HSFC (i) is a duly organized and validly
existing corporation in good standing under the laws of the State of Delaware
and (ii) has duly qualified and is authorized to do business and is in good
standing in all jurisdictions where the failure to do so would have a material
adverse effect on it or its properties.

            (b) Company Power and Authority; Enforceability. HSFC has the
corporate power and authority to execute, deliver and carry out the terms and
provisions of the Operative Documents to which it is or will be a party (each an
"HSFC Operative Document") and has taken all necessary corporate action to
authorize the execution, delivery and performance of each HSFC Operative
Document and has duly executed and delivered each Operative Document required to
be executed and delivered by it and, assuming the due authorization, execution
and delivery thereof on the part of each other party thereto, each HSFC
Operative Document constitutes a legal, valid and binding obligation enforceable
against it in accordance with its terms, except as the same may be limited by
insolvency, bankruptcy, reorganization or other laws relating to or affecting
the enforcement of creditors' rights or by general equitable principles.

            (c) No Violation. Neither the execution, delivery and performance by
HSFC of any HSFC Operative Document nor compliance with the terms and provisions
thereof, nor the consummation of the transactions contemplated therein, (i) will
contravene any Applicable Laws or (ii) will violate any provision of the HSFC
Certificate of Incorporation or its by-laws.

            (d) Purpose; No Other Assets. HSFC was organized exclusively for the
purposes of (i) issuing its Commercial Paper Notes, (ii) lending the net
proceeds thereof to Ground Lessee through the advance of the HSFC Loans or
making direct or indirect investments in Eligible Securities and (iii)
conducting any ancillary business necessary to accomplish the purposes set forth
in clauses (i) and (ii), and it has not and will not engage in any business
unrelated to such purposes. It has no material assets other than those related
to its ownership of the HSFC Loans and its securities investments.

            (e) Assignment. HSFC has not assigned or transferred any of its
right, title or interest in or under the HSFC Loans or the Participant
Collateral or any other Operative Document, except as expressly contemplated by
the Operative Documents.

            (f) No Other Indebtedness. HSFC has no indebtedness or liabilities
other than indebtedness with respect to its Commercial Paper Notes and its
operating expenses.

            (g) No Approvals, etc. The execution and delivery by HSFC of the
HSFC Operative Documents do not require the consent or approval of, or the
giving of notice to or registration with, or the taking of any other action in
respect of, any Authority having jurisdiction over the HSFC.





                                      -31-
<PAGE>   39
            (h) Litigation. There is no action, proceeding or investigation
pending or threatened against HSFC which questions the validity of the Operative
Documents, and there is no action, proceeding or investigation pending or
threatened against HSFC which is likely to result, either in any case or in the
aggregate, in any material adverse change in the ability of HSFC to perform its
obligations under the Operative Documents.

            SECTION 5.6. Representations of Liquidity Purchasers. As of the
Documentation Date (or, with respect to any Liquidity Purchaser becoming party
hereto after the Documentation Date, as of the date such Liquidity Purchaser
becomes party hereto) and, with respect to Section 5.6(b), as of each Advance
Date, each Liquidity Purchaser hereby represents and warrants to Lessee, GS,
Lessor, each Agent and each of the other Participants that:

            (a) Facility Loans; Percentage Interests. Such Liquidity Purchaser
is making its Facility Loans and its purchase of Percentage Interests and is
entering into the transaction contemplated hereby for its own account and not
with a view to any distribution thereof; except that the disposition of any
interest in such loans and interests shall be at all times within the control of
such Liquidity Purchaser, subject to the restrictions of Article VIII.

            (b) ERISA. Such Liquidity Purchaser is not funding its portion of
the Advances, and is not performing its obligations under the Operative
Documents, with the assets of an "employee benefit plan" (as defined in Section
3(3) of ERISA) which is subject to Title I of ERISA, or "plan" (as defined in
Section 4975(e)(1) of the Code).

            SECTION 5.7. Representations of Agents. As of the Documentation Date
(or, with respect to any Agent becoming party hereto after the Documentation
Date, as of the date such Agent becomes party hereto), each Agent hereby
represents and warrants to Lessee, GS, Lessor, each other Agent and each
Participant that:

            (a) Corporate Existence and Power. It is, respectively, a banking
association or corporation duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization and has all corporate
powers and all material governmental licenses, authorizations and approvals
required to perform its obligations hereunder.

            (b) Binding Effect. This Participation Agreement and the other
Operative Documents to which it is a party constitute the legal, valid and
binding obligations of it, enforceable against it in accordance with their
respective terms except as such enforceability may be limited by any applicable
bankruptcy, insolvency or similar laws affecting the enforcement of creditors'
rights generally and by general principles of equity. It has taken all necessary
corporate action to authorize the execution, delivery and performance of this
Participation Agreement and each other Operative Document to which it is a party
and has duly executed and delivered each Operative Document required to be
executed and delivered by it.

            (c) No Violation. Neither the execution, delivery and performance by
it of the Operative Documents to which it is or will be a party nor compliance
with the terms and provisions thereof, nor the consummation of the transactions
contemplated therein, (i) will contravene any Applicable Laws or (ii) will
violate any provision of its certificate of incorporation or by-laws.





                                      -32-
<PAGE>   40
            (d) No Approvals, etc. The execution and delivery by it of the
Operative Documents to which it is a party does not require the consent or
approval of, or the giving of notice to or registration with, or the taking of
any other action in respect of, any Authority having jurisdiction over it.

            SECTION 5.8. Representations and Warranties of Trustee, the Trust
and the Trust Company. Trustee, the Trust and the Trust Company (solely as to
paragraphs (a)(i), (b) and (c) only as to the agreements to which the Trust
Company is a party, and (d), (e) and (f) , only as to the Trust Company)
represent and warrant to the Lessee and the Participants that:

                              (a) Corporate Status. (i) The Trust Company is a
            duly organized and validly existing banking corporation in good
            standing under the laws of the State of Delaware and (ii) each of
            Trustee and the Trust is duly qualified, authorized to do business
            and in good standing in all jurisdictions where the failure to do so
            might have a material adverse effect on it or its properties.

                              (b) Corporate Power and Authority. Trustee, the
            Trust and the Trust Company each has the power and authority to
            execute, deliver and carry out the terms and provisions of the
            Operative Documents to which it is or will be a party and has taken
            all necessary corporate action to authorize the execution, delivery
            and performance of the Operative Documents to which it is a party
            and has duly executed and delivered each Operative Document required
            to be executed and delivered by it and, assuming the due
            authorization, execution and delivery thereof on the part of each
            other party thereto, each such Operative Document constitutes a
            legal, valid and binding obligation enforceable against it in
            accordance with its terms, except as the same may be limited by
            insolvency, bankruptcy, reorganization or other laws relating to or
            affecting the enforcement of creditors' rights or by general
            equitable principles.

                              (c) No Violation. Neither the execution, delivery
            and performance by Trustee, the Trust or the Trust Company of the
            Operative Documents to which it is or will be a party nor compliance
            with the terms and provisions thereof, nor the consummation by
            Trustee, the Trust or the Trust Company of the transactions
            contemplated therein (i) will result in a violation by Trustee, the
            Trust or the Trust Company of any applicable provision of any law,
            statute, rule, regulation, order, writ, injunction or decree of any
            court or governmental instrumentality having jurisdiction over
            Trustee, the Trust, the Trust Company or the Properties that would
            adversely affect (x) the validity or enforceability of the Operative
            Documents to which Trustee, the Trust or the Trust Company is a
            party, or the title to, or value or condition of, the Properties, or
            (y) the consolidated financial position, business, prospects or
            consolidated results of operations of Trustee, the Trust or the
            Trust Company or the ability of Trustee, the Trust or the Trust
            Company to perform its obligations under the Operative Documents,
            (ii) violate or result in any breach which would constitute a
            default under, or (other than pursuant to the Operative Documents)
            result in the creation or imposition of (or the obligation to create
            or impose) any Lien upon any of the property or assets of Trustee or
            the Trust or the Trust Company pursuant to the terms of any
            indenture, loan agreement or other agreement for borrowed money to
            which Trustee or the Trust or the Trust Company is a party or by
            which it or any of its property or assets is bound or to which it
            may be subject (other than Permitted Liens), or (iii) will violate
            any provision of the certificate of incorporation or by-laws of
            Trustee or the Trust.

                              (d) No Approvals, etc. The execution and delivery
            by the Trust Company or (assuming the due authorization, execution
            and delivery of the Trust Agreement by the Investors)




                                      -33-
<PAGE>   41
            Trustee or the Trust, as the case may be, of the Operative Documents
            to which it is a party does not require the consent or approval of,
            or the giving of notice to or registration with, or the taking of
            any other action in respect of, any Governmental Authority or other
            body governing its banking practices.

                              (e) Litigation. There is no action, proceeding or
            investigation pending or threatened against the Trust Company or
            Trustee or the Trust which questions the validity of the Operative
            Documents, and there is no action, proceeding or investigation
            pending or threatened which is likely to result, either in any case
            or in the aggregate, in any material adverse change in the ability
            of the Trust Company or Trustee or the Trust to perform their
            respective obligations under the Operative Documents.

                              (f) Lessor Liens. The Properties are free and
            clear of all Lessor Liens attributable to it.

                              (g) Securities Act. Neither the Trust Company,
            Trustee nor the Trust nor anyone authorized to act on behalf of such
            Persons has, directly or indirectly, in violation of Section 5 of
            the Securities Act or any state securities laws, offered or sold any
            interest in the Notes or the Investor Certificates, the Properties
            or the Lease, or in any security or lease the offering of which, for
            purposes of the Securities Act or any state securities laws, would
            be deemed to be part of the same offering as the offering of the
            aforementioned securities or leases, or solicited any offer to
            acquire any of the aforementioned securities or leases.


                                   ARTICLE VI

                            COVENANTS AND AGREEMENTS

            SECTION 6.1. Covenants of Lessee. Except as specifically provided
below, Lessee covenants with each of the other parties hereto as follows:

            (a) Change of Name or Location. Lessee shall furnish to Lessor and
each Agent notice on or before the thirtieth (30th) day before any relocation of
its chief executive office or principal place of business, or change of its name
or identity.

            (b) Monthly Notice. During the Construction Period, Lessee from time
to time shall deliver to Lessor and each Agent an Officer's Certificate, which
Officer's Certificate shall state whether or not there exists a Construction
Agency Event of Default and whether or not the Sites are In Balance, and shall
attach a monthly report substantially in the form of Exhibit C hereto. Such
Officer's Certificate shall be delivered together with any Advance Request
delivered by Lessee and, if no such Advance Request is delivered by Lessee in
any calendar month, then such Officer's Certificate shall be delivered on the
last Business Day of such calendar month.

            (c) Casualty Notices. Lessee shall deliver to Lessor and each Agent
on each anniversary of the Documentation Date an Officer's Certificate
describing in detail those Improvements that have suffered a Casualty (except to
the extent such Casualty has been described in a previously delivered Officer's






                                      -34-
<PAGE>   42
Certificate) or been the subject of a Condemnation and cannot be repaired by the
then current end of the Lease Term or have not been replaced in accordance with
the Lease.

            (d) Notice of Certain Defaults. Promptly upon obtaining actual
knowledge thereof, Lessee shall notify Lessor, the Agents, the Rating Agencies
and the Placement Agent in writing of the existence of a Lease Default which
could have a Material Adverse Effect or a Lease Event of Default, which notice
shall describe the nature of such Lease Default or Lease Event of Default, as
applicable.

            (e) Notice of Proceedings. Promptly upon Lessee's becoming aware of
(i) any pending investigation of it or Ground Lessor by any Authority, (ii) any
court or administrative proceeding involving any Person described in the
foregoing clause (i), or (iii) any notice, claim or demand from any Authority
which alleges that any such Person is in violation of any law or has failed to
comply with any order issued pursuant to any Federal, state or local statute
regulating its operation and business, which individually or in the aggregate is
reasonably likely to result in a liability of $10,000,000 or more, it shall
notify Lessor and the Agents specifying its nature and the action it is taking
with respect thereto.

            (f) Notice of Substantial Completion. Promptly upon occurrence of
Substantial Completion, Lessee shall deliver written notice thereof to Lessor
and each Agent, together with true and correct copies of certificates of
occupancy issued with respect to the Properties.

            (g) Inspection. Lessor or any Agent may designate any Person in
writing who is its officer, employee or agent to visit and inspect the
Properties, and to the extent reasonable under the circumstances, examine
Lessee's books of record and accounts pertaining to the Properties all at such
reasonable times as Lessor or such Agent, as the case may be, may reasonably
request and, upon such request, Lessee shall make such properties and such books
of record and accounts pertaining to the Properties available to Lessor or such
Agent, as the case may be, for inspection; provided, that Lessor and such Agent
shall comply, and cause their respective officers, employees and agents to
comply, with the provisions of Section 6.10; and provided, further, that so long
as no Lease Event of Default has occurred and is continuing, no more than one
such inspection shall occur per each calendar year. Notwithstanding the
foregoing provisions of this Section 6.1(h), (i) except in the case of
emergency, Lessor or such Agent shall provide reasonable written notice to
Lessee prior to any such visit or inspection and, absent a Lease Event of
Default, shall occur not more often than once per annum, (ii) any such visit and
inspection shall be at the sole risk and expense of the Person so visiting or
inspecting (but without excusing Lessee for any liability for any injuries to
the extent resulting from Lessee's negligence or willful misconduct where such
Person has complied with clause (iii) hereof) unless a Lease Event of Default or
Construction Agency Event of Default has occurred and is continuing, in which
case any such visit and inspection shall be at the expense of Lessee (provided
that during the Construction Period Lessee shall request an Advance, the
proceeds of which shall be used to pay such expenses), (iii) each Person so
visiting or inspecting the Properties shall comply with such rules and
regulations regarding safety as Lessee may reasonably impose, and (iv) no such
Person shall be entitled to inspect any areas of the Properties or records that
Lessee characterizes as confidential, proprietary or similarly necessary of
protection from disclosure.

            (h) Liens. Except as otherwise permitted under the Operative
Documents with respect to Permitted Contests, Lessee shall not incur or suffer
to exist any Liens on either Property other than Permitted Liens. Further,
during the Construction Period, Lessee shall not be required to remove Liens for
so long as such Lien is subject to a Permitted Contest.





                                      -35-
<PAGE>   43
            (i) Environmental Matters. Subject to Lessee's rights in respect of
Permitted Contests, Lessee shall use and operate the Properties in compliance
with all Environmental Laws, except to the extent that failure to comply could
not reasonably be expected to have a Material Adverse Effect. Lessee shall, as
soon as possible and in any event within ten days after the occurrence of any
violation of an Environmental Law that could reasonably be expected to have a
Material Adverse Effect, provide Lessor and each Agent with a statement of an
authorized officer setting forth the details of such violation and the action
which Lessee proposes to take with respect thereto.

            (j) Securities. Lessee shall not, nor shall it permit anyone
authorized to act on its behalf to, take any action which would subject the
issuance or sale of any interest in the Lease, the Investor Certificates, the
Investor Contributions, the HSFC Notes, the Commercial Paper Notes of HSFC, the
Facility Notes or any security or lease the offering of which, for purposes of
the Securities Act or any state securities laws, would be deemed to be part of
the same offering as the offering of the aforementioned items, to the
registration requirements of Section 5 of the Securities Act or any state
securities laws.

            (k) No Disposition of the Properties. Lessee shall not, nor shall it
permit anyone authorized to act on its behalf to, sell, contract to sell,
assign, lease, transfer, convey or otherwise dispose of either Property or any
part thereof in violation of the Operative Documents.

            (l) Payment of Taxes, etc. Subject to Lessee's rights to conduct a
Permitted Contest in respect of the following, Lessee shall pay (provided that
during the Construction Period Lessee shall request an Advance, the proceeds of
which shall be used to pay) and discharge before the same shall become
delinquent, (i) all taxes, assessments and governmental charges or levies
imposed upon it or upon its property, and (ii) all lawful claims that, if
unpaid, might by law become a Lien upon its property, other than Permitted
Liens.

            (m) Maintenance of Insurance. During the Construction Period, Lessee
shall, maintain at expense of Lessor insurance coverage covering the Properties
which meets in all respects the requirements of Section 2.6(g) of the
Construction Agency Agreement.

            (n) Environmental Audit. During the continuance of any Lease Event
of Default, Lessee shall deliver to the Investors and the Agents an
Environmental Audit for each Property within twenty days of demand therefor.

            (o) Appraisal. Upon demand from any Investor or any Agent during the
continuance of a Lease Event of Default, Lessee shall deliver to the Investors
and the Agents an Appraisal of each Property, prepared by an appraiser
satisfactory to the Investors and the Agents and in form and substance
reasonably satisfactory to each of them, showing the Fair Market Value of the
fee interest in the Land and Lessor's interest in the Improvements, dated within
thirty days of the delivery of such Appraisal.

            (p) Location of Improvements. Lessee will cause each Property to be
constructed in its entirety at and on the related Site, and will not approve or
allow the construction of any Property or any portion thereof to be constructed
at or on any location other than the related Site.

            (q) Improvement Costs. Lessee shall not incur, and shall not cause
nor permit any Lessee Person to incur, any Improvement Costs that, when added to
the aggregate Improvement Costs then incurred to date, would exceed the
Aggregate Commitments.





                                      -36-
<PAGE>   44
            (r) Lessee's Interest. Lessee shall not assign or transfer its
interest in the Lease or any other Operative Document except in accordance with
Section 13.1 of the Lease. Without limiting the foregoing, Lessee shall have the
right to assign its interest in the Operative Documents to any Person to whom it
shall assign the Lease, or to any Affiliate of such Person or to any Successor
Entity or Affiliate thereof, so long as the Guaranty remains in full force and
effect in each case.

            SECTION 6.2. Covenants of Lessor and Ground Lessee.

            SECTION 6.2.1 Covenants of Lessor. Lessor covenants with each of the
other parties hereto (except as specifically provided below) as follows:

            (a) Cooperation with Lessee. Lessor shall, to the extent reasonably
requested by Lessee (but without assuming additional liability on account
thereof), at Lessee's expense (provided that during the Construction Period
Lessee shall request an Advance, the proceeds of which shall be used to pay such
expense), cooperate to allow Lessee to (i) perform its covenants contained in
Section 6.1, including at any time and from time to time, upon the reasonable
request of Lessee, promptly and duly to execute and deliver any and all such
further instruments, documents and financing statements (and continuation
statements related thereto) as Lessee may reasonably request and as shall be
presented to it in final execution form in order to perform such covenants and
(ii) further Lessee's interest as lessee, including the filing of any statement
with respect to any tax abatements, Permitted Contests or other requirements.

            (b) Discharge of Liens. Lessor will not create or permit to exist at
any time, and will, at its own cost and expense, promptly take such action as
may be necessary duly to discharge, or to cause to be discharged, all Lessor
Liens attributable to it, and will cause restitution to be made to the Lease
Collateral in the amount of any diminution of the value thereof as a result of
its failure to comply with its obligations under this Section 6.2.1(b).
Notwithstanding the foregoing, Lessor shall not be required to so discharge any
such Lessor Lien while the same is subject to a Permitted Contest.

            (c) Lessor Limited Liability Company Agreement. Lessor hereby agrees
with Lessee and each Agent not to amend, supplement, terminate or revoke or
otherwise modify any provision of the Lessor Limited Liability Company Agreement
before the Lease Term Expiration Date in such a manner as to materially and
adversely affect the rights of any such party; provided, that the foregoing
shall not be interpreted as to require Lessee's consent to any matter described
in Section 6.2.1(d), (j), (k) or (l).

            (d) Indebtedness; Other Business. Without the prior written consent
of the Conduit, the Liquidity Purchasers and the Rating Agencies (including
satisfaction of the Rating Agency Condition), Lessor shall not contract for,
create, incur or assume any indebtedness for borrowed money, incur any
liabilities, acquire any assets, enter into any agreements, or enter into any
business or other activity, other than pursuant to or under the Operative
Documents (and other than indebtedness owed to Ground Lessee for Advances funded
to Lessor).

            (e) Change of Principal Place of Business. Lessor shall give prompt
notice to each Investor, Lessee and the Agents if Lessor's principal place of
business or chief executive office, or the office where the records concerning
the Properties or the transactions contemplated by the Operative Documents are
kept, ceases to be c/o c/o Wilmington Trust Company, Rodney Square North, 1100
North Market Street, Wilmington, Delaware 19890-0001, or if it changes its name,
identity or structure.





                                      -37-
<PAGE>   45
            (f) Restrictions on and Effect of Transfer. Lessor shall not sell,
assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise
encumber, all or any portion of its right, title or interest in, to or under any
of the Operative Documents other than in accordance with the provisions of the
Operative Documents.

            (g) No Plan Assets. Lessor shall not cause or permit any of its
property or other assets to constitute "plan assets" within the meaning of
United States Department of Labor Regulation Section 2510.3-101 of any "employee
benefit plan" (as defined in Section 3(3) of ERISA) which is subject to Title I
of ERISA, or any "plan" (as defined in Section 4975(e)(1) of the Code).

            (h) Mergers. Lessor will not merge with or consolidate into any
other Person.

            (i) Sales of Assets. Lessor will not sell, lease, transfer,
liquidate or otherwise dispose of Lessor or any other property or assets, except
as contemplated by the Operative Documents.

            (j) Acquisition of Assets. Without the consent of the Liquidity
Purchasers, the Conduit, the Rating Agencies (including satisfaction of the
Rating Agency Condition) and HSFC (acting through its Manager), Lessor will not
acquire, by long-term or operating lease or otherwise, any property or other
assets except pursuant to the terms of the Operative Documents.

            (k) Investments. Without the consent of the Liquidity Purchasers,
the Conduit, the Rating Agencies and HSFC, Lessor will not make, incur, or
suffer to exist any loan, advance, extension of credit or other investment in
any Person other than pursuant to the Operative Documents.

            (l) No Other Agreements. Lessor will not (i) without the consent of
the Liquidity Purchasers, the Conduit, the Rating Agencies (including
satisfaction of the Rating Agency Condition) and HSFC, enter into or be a party
to any agreement or instrument other than any Operative Document or any
documents and agreements incidental thereto or (ii) except as otherwise provided
for in Section 12.5 of this Participation Agreement, amend, modify or waive any
provision of the Lease or any other Operative Document to which it is a party.

            (m) Maintenance of Separate Existence. Lessor will do all things
necessary to maintain its limited liability company existence separate and apart
from that of each Investor, Affiliates of each Investor and any other Person,
including, without limitation,

                              (i) practicing and adhering to limited liability
            company formalities, such as maintaining appropriate limited
            liability company books and records;

                              (ii) complying with Sections 7 and 9(b) of the
            Lessor Limited Liability Company Agreement;

                              (iii) owning or leasing (including through shared
            arrangements with Affiliates) all office furniture and equipment
            necessary to operate its business;

                              (iv) refraining from (A) guaranteeing or otherwise
            becoming liable for any obligations of any of its Affiliates or any
            other Person other than in respect of Ground Lessee, (B) having its
            obligations guaranteed by its Affiliates or any other Person other
            than in respect of



                                      -38-
<PAGE>   46
            Ground Lessee (except as otherwise contemplated by the Operative
            Documents), (C) holding itself out as responsible for debts of any
            of its Affiliates or any other Person other than in respect of
            Ground Lessee or for decisions or actions with respect to the
            affairs of any of its Affiliates or any other Person other than in
            respect of Ground Lessee, and (D) being directly or indirectly named
            as a direct or contingent beneficiary or loss payee on any insurance
            policy of any Affiliate;

                              (v) maintaining its deposit and other bank
            accounts and all of its assets separate from those of any other
            Person;

                              (vi) maintaining its financial records separate
            and apart from those of any other Person;

                              (vii) compensating all its employees, officers,
            consultants and agents for services provided to it by such Persons,
            or reimbursing any of its Affiliates in respect of services provided
            to it by employees, officers, consultants and agents of such
            Affiliate, out of its own funds;

                              (viii) maintaining any owned or leased office
            space separate and apart from that of any of its Affiliates (even if
            such office space is subleased from or is on or near premises
            occupied by any of its Affiliates);

                              (ix) accounting for and managing all of its
            liabilities separately from those of any of its Affiliates and any
            other Person, including, without limitation, payment directly by
            Lessor of all payroll, accounting and other administrative expenses
            and taxes;

                              (x) allocating, on an arm's-length basis, all
            shared limited liability company operating services, leases and
            expenses, including, without limitation, those associated with the
            services of shared consultants and agents and shared computer and
            other office equipment and software;

                              (xi) refraining from filing or otherwise
            initiating or supporting the filing of a motion in any bankruptcy or
            other insolvency proceeding involving the Lessor's Member, any
            Investor, any Affiliate of it or any Investor or any other Person to
            substantively consolidate it with the Lessor's Member, any Investor,
            any Affiliate of it or any Investor or any other Person;

                              (xii)  remaining solvent;

                              (xiii) conducting all of its business (whether
            written or oral) solely in its own name;

                              (xiv) refraining from commingling its assets with
            those of any of its Affiliates or any other Person;

                              (xv) maintaining an arm's-length relationship with
            all of its Affiliates other than in respect of Ground Lessee;

                              (xvi) refraining from acquiring obligations or
            securities of any Investor or any Affiliate of it or any Investor
            other than in respect of Ground Lessee;




                                      -39-
<PAGE>   47
                              (xvii) refraining from pledging its assets for the
            benefit of any of its Affiliates or any other Person or making any
            loans or advances to any of its Affiliates or any other Person (in
            each case, except as otherwise permitted pursuant to the Operating
            Documents and other than in respect of Ground Lessee); and

                              (xviii) correcting any known misunderstanding
            regarding its separate identity.

For purposes of this Section 6.2.1(m), each Investor shall be deemed to be an
Affiliate of Lessor.

            (n) Securities. Lessor shall not, nor shall it permit anyone
authorized to act on its behalf to, take any action which would subject the
issuance or sale of any interest in the Lease, the Investor Certificates, the
Investor Contributions, the HSFC Notes, the Commercial Paper Notes of HSFC, the
Facility Notes or any security or lease the offering of which, for purposes of
the Securities Act or any state securities laws, would be deemed to be part of
the same offering as the offering of the aforementioned items, to the
registration requirements of Section 5 of the Securities Act or any state
securities laws.

            SECTION 6.2.2 Covenants of Ground Lessee. Ground Lessee covenants
with each of the other parties hereto (except as specifically provided below) as
follows:

            (a) Cooperation with Lessee. Ground Lessee shall, to the extent
reasonably requested by Lessee (but without assuming additional liability on
account thereof), at Lessee's expense (provided that during the Construction
Period Lessee shall request an Advance, the proceeds of which shall be used to
pay such expense), cooperate to allow Lessee to (i) perform its covenants
contained in Section 6.1, including at any time and from time to time, upon the
reasonable request of Lessee, promptly and duly to execute and deliver any and
all such further instruments, documents and financing statements (and
continuation statements related thereto) as Lessee may reasonably request and as
shall be presented to it in final execution form in order to perform such
covenants and (ii) further Lessee's interest as lessee, including the filing of
any statement with respect to any tax abatements, Permitted Contests or other
requirements.

            (b) Discharge of Liens. Ground Lessee will not create or permit to
exist at any time, and will, at its own cost and expense, promptly take such
action as may be necessary duly to discharge, or to cause to be discharged, all
Lessor Liens attributable to it, and will cause restitution to be made to the
Lease Collateral in the amount of any diminution of the value thereof as a
result of its failure to comply with its obligations under this Section
6.2.2(b). Notwithstanding the foregoing, Ground Lessee shall not be required to
so discharge any such Lessor Lien while the same is subject to a Permitted
Contest.

            (c) Ground Lessee Limited Liability Company Agreement. Ground Lessee
hereby agrees with Lessee and each Agent not to amend, supplement, terminate or
revoke or otherwise modify any provision of the Ground Lessee Limited Liability
Company Agreement before the Lease Term Expiration Date in such a manner as to
materially and adversely affect the rights of any such party; provided, that the
foregoing shall not be interpreted as to require Lessee's consent to any matter
described in Section 6.2.2(d), (j), (k) or (l).

            (d) Indebtedness; Other Business. Without the prior written consent
of the Conduit, the Liquidity Purchasers and the Rating Agencies, Ground Lessee
shall not contract for, create, incur or assume any indebtedness for borrowed
money, incur any liabilities, acquire any assets, enter into any agreements, or
enter into any business or other activity, other than pursuant to or under the
Operative Documents.





                                      -40-
<PAGE>   48
            (e) Change of Principal Place of Business. Ground Lessee shall give
prompt notice to each Investor, Lessee and the Agents if Ground Lessee's
principal place of business or chief executive office, or the office where the
records concerning the Properties or the transactions contemplated by the
Operative Documents are kept, ceases to be c/o Wilmington Trust Company, Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001 or if it
changes its name, identity or structure.

            (f) Restrictions on and Effect of Transfer. Ground Lessee shall not
sell, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise
encumber, all or any portion of its right, title or interest in, to or under any
of the Operative Documents other than in accordance with the provisions of the
Operative Documents.

            (g) No Plan Assets. Ground Lessee shall not cause or permit any of
its property or other assets to constitute "plan assets" within the meaning of
United States Department of Labor Regulation Section 2510.3-101 of any "employee
benefit plan" (as defined in Section 3(3) of ERISA) which is subject to Title I
of ERISA, or any "plan" (as defined in Section 4975(e)(1) of the Code).

            (h) Mergers. Ground Lessee will not merge with or consolidate into
any other Person.

            (i) Sales of Assets. Ground Lessee will not sell, lease, transfer,
liquidate or otherwise dispose of Lessor or any other property or assets, except
as contemplated by the Operative Documents.

            (j) Acquisition of Assets. Without the consent of the Liquidity
Purchasers, the Conduit, the Rating Agencies and HSFC, Ground Lessee will not
acquire, by long-term or operating lease or otherwise, any property or other
assets except pursuant to the terms of the Operative Documents.

            (k) Investments. Without the consent of the Liquidity Purchasers,
the Conduit, the Rating Agencies and HSFC, Ground Lessee will not make, incur,
or suffer to exist any loan, advance, extension of credit or other investment in
any Person other than to Lessor and otherwise pursuant to the Operative
Documents.

            (l) No Other Agreements. Ground Lessee will not (i) without the
consent of the Liquidity Purchasers, the Conduit, the Rating Agencies and HSFC,
enter into or be a party to any agreement or instrument other than any Operative
Document or any documents and agreements incidental thereto or (ii) except as
otherwise provided for in Section 12.5 of this Participation Agreement, amend,
modify or waive any provision of the Lease or any other Operative Document to
which it is a party.

            (m) Maintenance of Separate Existence. Ground Lessee will do all
things necessary to maintain its limited liability company existence separate
and apart from that of each Investor, Affiliates of each Investor and any other
Person, including, without limitation,

                              (i) practicing and adhering to limited liability
            company formalities, such as maintaining appropriate limited
            liability company books and records;

                              (ii) complying with Sections 7 and 9(b) of the
            Ground Lessee Limited Liability Company Agreement;




                                      -41-
<PAGE>   49
                              (iii) owning or leasing (including through shared
            arrangements with Affiliates) all office furniture and equipment
            necessary to operate its business;

                              (iv) refraining from (A) guaranteeing or otherwise
            becoming liable for any obligations of any of its Affiliates or any
            other Person other than of Lessor, (B) having its obligations
            guaranteed by its Affiliates or any other Person (except as
            otherwise contemplated by the Operative Documents) other than of
            Lessor, (C) holding itself out as responsible for debts of any of
            its Affiliates or any other Person or for decisions or actions with
            respect to the affairs of any of its Affiliates or any other Person
            other than of Lessor, and (D) being directly or indirectly named as
            a direct or contingent beneficiary or loss payee on any insurance
            policy of any Affiliate;

                              (v) maintaining its deposit and other bank
            accounts and all of its assets separate from those of any other
            Person;

                              (vi) maintaining its financial records separate
            and apart from those of any other Person;

                              (vii) compensating all its employees, officers,
            consultants and agents for services provided to it by such Persons,
            or reimbursing any of its Affiliates in respect of services provided
            to it by employees, officers, consultants and agents of such
            Affiliate, out of its own funds;

                              (viii) maintaining any owned or leased office
            space separate and apart from that of any of its Affiliates (even if
            such office space is subleased from or is on or near premises
            occupied by any of its Affiliates);

                              (ix) accounting for and managing all of its
            liabilities separately from those of any of its Affiliates and any
            other Person, including, without limitation, payment directly by
            Ground Lessee of all payroll, accounting and other administrative
            expenses and taxes;

                              (x) allocating, on an arm's-length basis, all
            shared limited liability company operating services, leases and
            expenses, including, without limitation, those associated with the
            services of shared consultants and agents and shared computer and
            other office equipment and software;

                              (xi) refraining from filing or otherwise
            initiating or supporting the filing of a motion in any bankruptcy or
            other insolvency proceeding involving the Ground Lessee's Manager,
            any Investor, any Affiliate of it or any Investor or any other
            Person to substantively consolidate it with the Ground Lessee's
            Manager, any Investor, any Affiliate of it or any Investor or any
            other Person;

                              (xii)  remaining solvent;

                              (xiii) conducting all of its business (whether
            written or oral) solely in its own name;

                              (xiv) refraining from commingling its assets with
            those of any of its Affiliates or any other Person;

                              (xv) maintaining an arm's-length relationship with
            all of its Affiliates other than Lessor;





                                      -42-
<PAGE>   50
                              (xvi) refraining from acquiring obligations or
            securities of any Investor or any Affiliate of it or any Investor
            other than of Lessor;

                              (xvii) refraining from pledging its assets for the
            benefit of any of its Affiliates or any other Person or making any
            loans or advances to any of its Affiliates or any other Person (in
            each case, except as otherwise permitted pursuant to the Operating
            Documents); and

                              (xviii) correcting any known misunderstanding
            regarding its separate identity.

For purposes of this Section 6.2.2(m), each Investor shall be deemed to be an
Affiliate of Ground Lessee.

            (n) Securities. Ground Lessee shall not, nor shall it permit anyone
authorized to act on its behalf to, take any action which would subject the
issuance or sale of any interest in the Lease, the Investor Certificates, the
Investor Contributions, the HSFC Notes, the Commercial Paper Notes of HSFC, the
Facility Notes or any security or lease the offering of which, for purposes of
the Securities Act or any state securities laws, would be deemed to be part of
the same offering as the offering of the aforementioned items, to the
registration requirements of Section 5 of the Securities Act or any state
securities laws.

            SECTION 6.2.3 Covenants of the Ground Lessor. Ground Lessor
covenants with each of the other parties hereto (except as specifically provided
below) that not later than January 31, 2001 without the prior written consent of
the Conduit, the Liquidity Purchasers, Investors, and the Rating Agencies,
Ground Lessor shall not contract for, create, incur or assume any indebtedness
for borrowed money, incur any liabilities, acquire any assets other than the
Land, enter into any agreements, or enter into any business or other activity,
other than ground leasing of the Land to Ground Lessee pursuant to the Ground
Lease or other than pursuant to or under the Operative Documents.

            SECTION 6.3. Covenants of GS. Except as specifically set forth
below, GS covenants with each of the other parties hereto as follows:

            (a)  Financial Reports. GS shall furnish to Lessor and each Agent:

                              (i) so long as GS is subject to the reporting
            requirements under Section 13 or 15(d) of the Securities Exchange
            Act of 1934, (A) within 30 days after GS is required to file the
            same with the SEC or any successor thereto copies of its Annual
            Report on Form 10-K, and (B) within 30 days after GS is required to
            file the same with the SEC, copies of its quarterly reports on Form
            10-Q and any reports filed on Form 8-K, if any;

                              (ii) at any time when GS is not subject to such
            reporting requirements, (A) as soon as available and in any event
            within 60 days after each fiscal quarter, the unaudited consolidated
            statements of consolidated earnings, stockholders' equity and cash
            flows of GS and its consolidated subsidiaries for such fiscal
            quarter and the related consolidated balance sheet of GS and its
            consolidated subsidiaries as at the end of such fiscal quarter,
            setting forth in each case in comparative form the corresponding
            figures for the corresponding periods in the preceding fiscal year
            (except that, in the case of such balance sheet, such comparison
            shall be to the last day of the prior fiscal year), accompanied by a
            certificate of a senior financial officer of GS, which certificate
            shall state that said financial statements fairly present, in all
            material respects, the consolidated






                                      -43-
<PAGE>   51
            financial condition and results of operations of GS in accordance
            with generally acceptable accounting principles, consistently
            applied, as at the end of, and for, the relevant period (subject to
            normal year-end audit adjustments) and (B) as soon as available and
            in any event within 90 days after each fiscal year, the audited
            statements of consolidated earnings, stockholders' equity and cash
            flows of GS and its consolidated subsidiaries for such fiscal year
            and the related consolidated balance sheet of GS and its
            consolidated subsidiaries as at the end of such fiscal year, setting
            forth in each case in comparative form the corresponding figures for
            the preceding fiscal year, accompanied by an opinion on such
            financial statements of independent certified public accountants of
            recognized national standing, which opinion shall state that said
            financial statements fairly present, in all material respects, the
            consolidated financial condition and results of operations of GS and
            its consolidated subsidiaries as at the end of, and for, such fiscal
            year in accordance with generally accepted accounting principles,
            consistently applied, as at the end of, and for, such fiscal year;

                              (iii) together with each delivery of financial
            statements pursuant to clauses (i) and (ii) above, an Officer's
            Certificate stating that the signer has reviewed the terms of this
            Participation Agreement and the other Operative Documents and have
            made, or caused to be made under his or her supervision, a review of
            the transactions and condition of Lessee during the accounting
            period covered by such financial statements and that such review has
            not disclosed the existence during such accounting period, and that
            the signer does not have knowledge of the existence as of the date
            of such certificate, of any condition or event which constitutes a
            Lease Event of Default or a Construction Agency Event of Default or
            which, after notice or lapse of time or both, would constitute a
            Lease Event of Default or a Construction Agency Event of Default or,
            if any such condition or event existed or exists, specifying the
            nature and period of the existence thereof and what action GS or
            Lessee, as applicable, has taken or is taking or proposes to take
            with respect thereto;

                              (iv) together with each delivery of financial
            statements pursuant to clauses (i)(A) or (ii)(B) above, as the case
            may be, a letter, by the independent certified public accountants
            reporting thereon, (A) stating that they have examined and reported
            upon such financial statements, (ii) stating that for the purposes
            of such letter they have read this Participation Agreement the other
            Operative Documents insofar as they relate to accounting matters and
            (C) stating that during the course of their audit, they have not
            obtained any knowledge of any condition or event which constitutes a
            Lease Event of Default or a Construction Agency Event of Default or
            which, after notice or lapse of time or both, would constitute a
            Lease Event of Default or a Construction Agency Event of Default or,
            if their audit has disclosed such condition or event, specifying the
            nature and the period of existence thereof (but such accountants
            shall not be liable, directly or indirectly, to anyone for failure
            to obtain knowledge of any such condition or event); and

                              (v) such additional financial information, reports
            or statements as any Participant or any Agent may from time to time
            reasonably request consistent with GS's policies with respect to its
            customary borrowing transactions.

            Information required to be delivered pursuant to clause (i) of this
Section, if not previously delivered through paper copies, shall be deemed to
have been delivered on the date on which GS provides notice to the Participants
and the Agents that such information has been posted on GS's website on





                                      -44-
<PAGE>   52
the Internet, at sec.gov/edaux/searches.htm or at another website identified in
such notice and accessible by the Participants without a charge; provided that
(x) such notice may be included in any certificate delivered pursuant to clause
(iii) hereof and (y) GS shall deliver paper copies of the information referred
to in clause (i) of this Section 6.3(a) upon request of any Participant or
Agent.

            (b) Company Capital. GS shall not permit its Company Capital at any
time to be less than $5,000,000,000.

            (c) Ownership of GS & Co. GS shall at all times maintain no less
than a 51% direct or indirect ownership interest in GS & Co.

            (d) Termination of Ground Sublease. If the Ground Sublease, or any
replacement or substitution thereof, shall at any time terminate or cease to be
in effect, then at the election of the Lessee so long as no Lease Event of
Default or Construction Agency Event of Default then exists, and at the election
of the Directing Party at all other times, (i) the Participants shall designate
two entities wholly-owned by the Ground Lessee who shall enter into a new ground
sublease on the same terms and conditions as the Ground Sublease and any new
Ground Lessee shall assume in writing all of the obligations of Lessor under the
Operative Documents and, immediately thereafter, the Lessee shall execute an
agreement, in form and substance reasonably satisfactory to the Participants,
(x) confirming that the Lease remains in full force and effect in accordance
with its terms, without any amendment or modification arising from the
termination of the Ground Sublease, or from its ceasing to be in effect or from
the new Ground Sublease and (y) acknowledging the validity and enforceability of
the new Ground Sublease, and agreeing to attorn to and recognize the landlord
thereunder or (ii) the Lessee shall cause the Ground Lessor to enter into a
direct lease with the Lessor, within (5) days notice from the Lessee so long as
no Lease Event of Default or Construction Agency Event of Default exists, and
from the Lessor at all other times, on the same terms and conditions as the
Ground Lease.

If the Ground Lease, or any replacement or substitution thereof, shall at any
time terminate or cease to be in effect, then at the election of the Lessee so
long as no Lease Event of Default or Construction Agency Event of Default then
exists, and at the election of the Participants at all other times, (i) the
Participants shall designate an entity wholly-owned by the entity which most
recently owned the Ground Lessee or another entity wholly-owned by a Participant
who shall enter into a new ground lease on the same terms and conditions as the
Ground Lease and, the Lessee shall cause the Ground Lessor to execute such new
Ground Lease and shall cause the Ground Lessor to, and the Lessee shall, execute
an agreement, in form and substance reasonably satisfactory to the Participants,
(x) confirming that each of the Ground Lease, the Ground Sublease and the Lease
remains in full force and effect in accordance with its terms, without any
amendment or modification arising from the termination of the Ground Lease, or
from its ceasing to be in effect or from the new Ground Lease and (y)
acknowledging the validity and enforceability of the new Ground Lease, and
agreeing to attorn to and recognize the tenant thereunder pursuant to the Ground
Sublease or (ii) the Lessee shall cause the Ground Lessor to enter into a direct
lease with the Lessor, within (5) days notice from the Lessee so long as no
Lease Event of Default or Construction Agency Event of Default exists, and from
the Lessor at all other times, on the same terms and conditions as the Ground
Lease.





                                      -45-
<PAGE>   53
            (e) No Sale of Ground Lessor. GS will not sell, transfer, or
otherwise dispose of Ground Lessor, other than to a wholly-owned subsidiary of
GS.

            SECTION 6.4. Covenants of the Investors. Except as otherwise set
forth below, each of the Investors covenants with each of the other parties
hereto as follows:

            (a) No Amendment. Without the consent of HSFC, the Conduit, each
Agent and Lessee, such Investor shall not amend, supplement, terminate or revoke
or otherwise modify any Operative Document to which it is a party or any
provision of the Trust Agreement, Lessor Limited Liability Company Agreement or
Ground Lessee Limited Liability Company Agreement before the Lease Term
Expiration Date or consent to any of the foregoing.

            (b) No Violation. Such Investor will not direct Lessor or Ground
Lessee to take any action in violation of, or that would cause Lessor or Ground
Lessee to violate, the Operative Documents.

            SECTION 6.5. Covenants of HSFC. HSFC covenants with each of the
other parties hereto as follows:

            (a) Liens. HSFC will not create, incur, assume or permit to exist
any Lien upon any of its property or other assets (including the HSFC Note),
other than Liens created by or permitted under the Operative Documents.

            (b) Other Indebtedness. HSFC will not create, assume, incur, suffer
to exist or otherwise become or remain liable in respect of any indebtedness
other than indebtedness permitted under any Operative Document.

            (c) Mergers. HSFC will not merge with or consolidate into any other
Person.

            (d) Sales of Assets. HSFC will not sell, lease, transfer, liquidate
or otherwise dispose of any property or other assets, except as contemplated by
the Operative Documents.

            (e) Acquisition of Assets. HSFC will not acquire, by long-term or
operating lease or otherwise, any property or other assets except pursuant to
the terms of the Operative Documents.

            (f) Dividends, Officers' Compensation, etc. HSFC will not declare or
pay any dividends on or make any other distribution on, or any purchase,
redemption or other acquisition of, any of its stock, provided, however, that it
may declare and pay dividends in an amount not to exceed any capital
contributions received by it after the date hereof.

            (g) Name; Principal Office. Without sixty (60) days' prior notice to
the Administrative Agent and Lessee, HSFC will neither (i) change the location
of its principal office nor (ii) change its name.

            (h) Organizational Documents. Without the consent of Lessor and the
Investors (such consent not to be unreasonably withheld) HSFC will not amend any
of its organizational documents, including the HSFC Certificate of
Incorporation.





                                      -46-
<PAGE>   54
            (i) Investments. HSFC will not make, incur, or suffer to exist any
loan, advance, extension of credit or other investment in any Person other than
pursuant to the Operative Documents.

            (j) No Other Agreements. HSFC will not (i) enter into or be a party
to any agreement or instrument other than any Operative Document or any
documents and agreements incidental thereto or (ii) except as provided for in
Section 12.5 of this Participation Agreement, amend, modify or waive any
provision of the HSFC Loan Agreement or any other Operative Document to which it
is a party.

            (k) Other Business. HSFC will not engage in any business or
enterprise or enter into any transaction other than the issuance of Commercial
Paper Notes from time to time in accordance with its Commercial Paper Documents,
the making of HSFC Loans to Lessor or other investments of the proceeds thereof
as permitted by the Operative Documents, the related exercise of its rights as a
secured creditor, and the incurrence and payment of ordinary course operating
expenses, and as otherwise contemplated by the Operative Documents.

            (l) Maintenance of Separate Existence. HSFC will do all things
necessary to maintain its corporate existence separate and apart from that of
GSS Holdings, Inc., Affiliates of GSS Holdings, Inc.
and any other Person, including, without limitation,

                              (i) practicing and adhering to corporate
            formalities, such as maintaining appropriate corporate books and
            records;

                              (ii) complying with Section 13.09 of the HSFC
            Certificate of Incorporation;

                              (iii) refraining from (A) guaranteeing or
            otherwise becoming liable for any obligations of any of its
            Affiliates or any other Person, (B) having its Obligations
            guaranteed by its Affiliates or any other Person (except as
            otherwise contemplated by the Operative Documents), (C) holding
            itself out as responsible for debts of any of its Affiliates or any
            other Person or for decisions or actions with respect to the affairs
            of any of its Affiliates or any other Person, and (D) being directly
            or indirectly named as a direct or contingent beneficiary or loss
            payee on any insurance policy of any Affiliate;

                              (iv) maintaining books and records separate from
            any other person or entity;

                              (v) maintaining its bank accounts separate from
            any other person or entity;

                              (vi) not commingling its assets with those of any
            other person or entity;

                              (vii) conducting its own business in its own name
            and hold all of its assets in its own name or in the name of a
            trustee or custodian on its behalf;

                              (viii) maintaining separate financial statements,
            showing its assets and liabilities separate and apart from those of
            any other person or entity and not have its assets listed on the
            financial statement of any other entity;

                              (ix) filing its tax returns separate from those of
            any other entity and not file a consolidated federal income tax
            return with any other corporation;






                                      -47-
<PAGE>   55
                              (x) paying its own liabilities and expenses only
            out of its own funds;

                              (xi) observing all corporate and other
            organizational formalities;

                              (xii) maintaining an arm's length relationship
            with its affiliates and enter into transactions with affiliates only
            on a commercially reasonable basis.

                              (xiii) paying the salaries of its own employees
            from its own funds;

                              (xiv) maintaining a sufficient number of employees
            in light of its contemplated business operations;

                              (xv) not guaranteeing or becoming obligated for
            the debts of any other entity or person;

                              (xvi) not holding out its credit as being
            available to satisfy the obligations of any other person or entity;

                              (xvii) not acquiring the obligations or securities
            of its affiliates or owners, including partners, members or
            shareholders, as appropriate;

                              (xviii) not making loans to, or buy or hold any
            evidence of indebtedness issued by, any person or entity other than
            the Ground Lessee, except as contemplated in the Private Placement
            Memorandum (HSFC) or in its certificate of incorporation; provided
            that HSFC may invest any of its funds not otherwise required for the
            payment of its obligations or expenses in short-term investments
            meeting criteria satisfactory to each nationally recognized rating
            agency then rating the Commercial Paper Notes of HSFC at HSFC's
            request;

                              (xix) allocating fairly and reasonably any
            overhead expenses that are shared with an affiliate, including
            paying for office space and services performed by any employee of an
            affiliate;

                              (xx) refraining from filing or otherwise
            initiating or supporting the filing of a motion in any bankruptcy or
            other insolvency proceeding involving GSS Holdings, Inc., any
            Affiliate of it or of GSS Holdings, Inc., or any other Person to
            substantively consolidate it with GSS Holdings, Inc., any Affiliate
            of it or of GSS Holdings, Inc., or any other Person;

                              (xxi) using separate stationary, invoices, and
            checks bearing its own name;

                              (xxii) not pledging its assets for the benefit of
            any other person or entity, other than with respect to its
            Commercial Paper Notes or other debt securities of HSFC or as
            contemplated by the Operative Documents;

                              (xxiii) holding itself out as a separate identity;

                              (xxiv) correcting any known misunderstanding
            regarding its separate identity;



                                      -48-
<PAGE>   56
                              (xxv) not identifying itself as a division of any
            other person or entity; and

                              (xxvi) maintaining adequate capital in light of
            its contemplated business operations.

For purposes of this Section 6.5(l), GSS Holdings, Inc. shall be deemed to be an
Affiliate of HSFC.

            (m) Independent Directors. HSFC will not take, cause or allow any
action requiring the unanimous affirmative vote of 100% of the members of its
board of directors unless the Independent Directors (as defined in the HSFC
Certificate of Incorporation) shall have participated in such vote, and it shall
comply in all respects with Article XIV of the HSFC Certificate of
Incorporation.

            (n) Unanimous Consent Required for Certain Actions. HSFC shall not,
without the unanimous consent of all of the members of its board of directors,
including its Independent Directors, (i) file, or authorize or consent to the
filing of, a bankruptcy or insolvency petition or otherwise institute insolvency
proceedings with respect to itself or to any other entity in which it has a
direct or indirect legal or beneficial ownership interest, (ii) dissolve,
liquidate, consolidate, merge, or sell all or substantially all of its assets or
any other entity in which it has a direct or indirect legal or beneficial
ownership interest, (iii) engage in any other business activity or (iv) amend
the HSFC Certificate of Incorporation or other organizational documents.

            (o) No Sale. HSFC shall not transfer any of its interests in the
HSFC Loans or the Participant Collateral except as provided in the Operative
Documents.

            (p) No Powers of Attorney. HSFC shall not grant any powers of
attorney to any Person for any purposes except (i) for the purpose of permitting
any Person to perform any ministerial or administrative functions on behalf of
HSFC which are not inconsistent with the terms of the Operative Documents, (ii)
to the Administrative Agent or the Collateral Agent for the purposes of the
Security Documents, or (iii) where provided for or permitted by the Operative
Documents.

            (q) Financial Reports. HSFC shall furnish to Lessee, each
Participant and the Administrative Agent within 90 days after the end of each
fiscal year, an audited report setting forth as of the end of such fiscal year:

                              (i)  a balance sheet of HSFC; and

                              (ii) an income statement and statement of cash
            flows of HSFC for such fiscal year.

            SECTION 6.6. No Proceedings. (a) Lessee, each Investor, HSFC, the
Conduit, each Agent, and each Liquidity Purchaser each hereby covenants and
agrees, prior to the date which is one year and one day after the payment in
full of the latest maturing Commercial Paper Note, the Facility Loans, the HSFC
Loans, the Conduit Loans, the amounts due each Investor and all other
obligations of Lessee under any Operative Document to which Lessee is a party,
it will not institute against, or join or assist any other Person in instituting
against, Lessor or the Lessor's Member any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings or other similar proceeding
under the laws of the United States or any state of the United States (each a
"Proceeding"); and (b) Lessee, each Investor, each Agent, HSFC, the Trust, the
Trust Company, the Trustee and each Liquidity Purchaser each agrees that, prior
to the date which is one year and one day after the payment in full of the
latest maturing Commercial Paper Notes of





                                      -49-
<PAGE>   57
the Conduit, it will not institute against, or join or assist any other Person
in instituting against, the Conduit, any Proceeding; and (c) GS, Lessee, each
Investor, Ground Lessee, Lessor, the Conduit, each Agent, the Trust, the Trust
Company, the Trustee and each Liquidity Purchaser each agrees that, prior to the
date which is one year and one day after the payment in full of the latest
maturing Commercial Paper Notes of HSFC, it will not institute against, or join
any other Person in instituting against, HSFC or the HSFC Shareholder any
Proceeding (any such Person instituting or joining any such action described in
clause (a), (b) or (c), the "Instituting Party", and any such Person against
whom any such proceeding is instituted, the "Petitioned Party"). In the event
that any party hereto takes action in violation of this Section 6.6, the
Petitioned Party hereby agrees it shall file an answer with the bankruptcy court
or otherwise properly contest the filing of such a petition by the applicable
Instituting Party against such Petitioned Party or the commencement of such
action and raise the defense that the Instituting Party has agreed in writing
not to take such action and should be estopped and precluded therefrom and such
other defenses, if any, as its counsel advises that it may assert. The
provisions of this Section 6.6 shall survive the termination of this
Participation Agreement and the other Operative Documents.

            SECTION 6.7. Quiet Enjoyment. Subject to the rights of Ground
Lessee, Lessor, HSFC, the Conduit, the Agents and the other Participants
contained in the Operative Documents, neither Ground Lessee, Lessor, HSFC, the
Conduit, the Agents nor any other Participant shall take, or permit any Person
claiming by, through or under it to take, any affirmative action to interfere
with the rights of Lessee to full enjoyment of the Properties during the Lease
Term in accordance with the Lease. The sole remedy of Lessee for breach of this
Section 6.7 shall be to sue for damages for the breach hereof, and/or sue for a
declaratory judgment, injunctive relief or other specific performance hereof,
and such breach shall not affect the obligations of Lessee to pay all amounts
(including Rent) due under the Lease, this Participation Agreement and the other
Operative Documents, or the rights of Lessor, HSFC, the Conduit, the Agents and
the other Participants to initiate legal action and otherwise enforce the
obligations of Lessee under the Lease, this Participation Agreement and the
other Operative Documents. The parties recognize that, any sale, assignment,
transfer or other disposition, or mortgage, pledge or other encumbrance (each a
"disposition"), of any part of the Properties or any of Lessor's rights under
the Operative Documents is subject to Lessee's rights, if any, under the
Operative Documents, except any disposition required or permitted by the
Operative Documents following the occurrence and during the continuation of any
Lease Event of Default.

            SECTION 6.8. Discharge of Lessor Liens. Each of the Participants and
each Agent hereby severally agrees that it will not create or permit to exist at
any time, and will, at its own cost and expense, promptly take such action as
may be necessary duly to discharge, or to cause to be discharged, all Lessor
Liens on the Properties (or on any interest in or proceeds from any of the
Operative Documents) attributable to it. Notwithstanding the foregoing, neither
any Agent nor any Participant shall be required to so discharge any such Lessor
Lien while the same is subject to a Permitted Contest.

            SECTION 6.9. Notice of Credit Rating Decline. Each of HSFC (or the
Administrative Agent on behalf of HSFC) and each Liquidity Purchaser severally
agrees that it shall immediately notify Lessor, Lessee and each Agent in writing
in the event that its short-term debt rating is downgraded below A-1+ (or A-1 in
the case of the Liquidity Purchasers) by S&P or below P-1 by Moody's or
withdrawn by any Rating Agency. The Administrator agrees that it shall
immediately notify Lessee in writing in the event that the short-term debt
rating of the Conduit is downgraded below A-1 by S&P or P-1 by Moody's or
withdrawn by any Rating Agency. GS agrees that it shall immediately notify
Lessor and each Agent in writing in the




                                      -50-
<PAGE>   58
event that its short-term debt rating is downgraded below A-1+ by S&P or below
P-1 by Moody's or withdrawn by any Rating Agency.

            SECTION 6.10. Confidentiality. Ground Lessee, Lessor, each
Participant, Trustee, the Trust, the Trust Company and each Agent shall treat
all non-public information which has been identified as such by Lessee and has
been obtained pursuant to the transactions contemplated by this Participation
Agreement or any other Operative Document as confidential and shall make no
disclosure of any such information, except to any of their examiners,
Affiliates, outside auditors, counsel and other professional advisors (which
parties shall include the Commercial Paper Placement Agent (Conduit), the Agents
and the Placement Agents) in connection with this Participation Agreement or the
other Operative Documents, or to any court or other tribunal in connection with
any dispute arising out of the Operative Documents, or as reasonably required by
any bona fide transferee, participant or assignee permitted hereunder or as
required or requested by any governmental agency or representative thereof or
pursuant to legal process; provided, however, that

                              (a) unless specifically prohibited by Applicable
            Laws or court order, Ground Lessee, Lessor, Trustee, the Trust, the
            Trust Company, each Participant and Agent shall notify Lessee of any
            request by any governmental agency or representative thereof (other
            than any such request in connection with an examination of the
            financial condition of such Person by such governmental agency) for
            disclosure of any such non-public information prior to disclosure of
            such information;

                              (b) prior to any such disclosure pursuant to this
            Section 6.10, the subject party shall require any such bona fide
            transferee, participant and assignee receiving a disclosure of
            non-public information to agree in writing

                                    (i)  to be bound by this Section 6.10; and

                                    (ii) to require such Person to require any
                              other Person to whom such Person discloses such
                              non-public information to be similarly bound by
                              this Section 6.10;


                              (c) the subject party, shall, upon disclosure of
            any non-public information to its respective Affiliates, outside
            auditors, counsels and other professional advisors, be held
            responsible for the disclosure of any non-public information by such
            Affiliates, outside auditors, counsels and other professional
            advisors in violation of Section 6.10; and

                              (d) except as may be required by an order of a
court of competent jurisdiction and to the extent set forth therein, neither
Lessor nor any Participant shall be obligated or required to return any
materials furnished by Lessee or GS or any of their respective Subsidiaries or
Affiliates.

For purposes of this Section 6.10, all Operative Documents and any notice or
communication delivered by or on behalf of GS or Lessee (other than the
Financing Statements and other documents on public record) are deemed to be
confidential information, subject to the benefits of this Section 6.10.

            SECTION 6.11. Performance of Operative Documents; Waiver of Set-off
and Other Rights. Each party hereto hereby agrees to observe and perform in all
material respects all of the covenants, conditions and obligations required to
be observed or performed by it in each Operative Document to which it is a
party. Each party hereto hereby waives, to the extent not specifically arising
under this





                                      -51-
<PAGE>   59
Participation Agreement, any right of set-off, banker's lien or other security
interest which it may have with respect to any funds in the Commercial Paper
Account of HSFC.

            SECTION 6.12. Subordination of Certain Claims to Payment of Maturing
Commercial Paper Notes. Except as otherwise provided in Article X of this
Participation Agreement, each party hereto hereby subordinates its right to
receive payment from HSFC with respect to any claims or obligations owed to it
on any date by HSFC to the prior payment in full of all of HSFC's Commercial
Paper Notes maturing on such date or that have previously matured but remain
unpaid.

            SECTION 6.13. Covenants of Trust. The Trust covenants with each of
the other parties hereto that it will comply with Section 2.6 of the Trust
Agreement.

            SECTION 6.14. Easements. Construction Agent may, subject to the
conditions, restrictions and limitations set forth herein and in the other
Operative Documents, at any time prior to the earlier of (i) the Lease Term
Commencement Date, whereupon the Lease shall control, and (ii) termination of
the Construction Agency Agreement, grant easements, licenses, rights-of-way,
party wall rights and other rights in the nature of easements, with or without
consideration, necessary or appropriate in the reasonable opinion of the
Construction Agent for the construction or operation of the Properties, without
the consent of Ground Lessee, Lessor, any Participant or any Agent, as long as
the following conditions are satisfied unless waived pursuant to Section 12.15
and, as long as the following conditions are satisfied or so waived,
Construction Agent may execute such instruments and take such actions in the
name of Ground Lessee, Lessor, any Participant or any Agent, and Ground Lessee,
Lessor, as applicable, shall execute a separate power of attorney evidencing
such right from time to time upon the request of the Construction Agent:

                              (a) no Event of Default shall have occurred and be
            continuing;

                              (b) there shall be sufficient sums in the
            Construction Budget to pay all costs and expenses in connection
            therewith including any reasonable out-of-pocket costs of Ground
            Lessee, Lessor and Collateral Agent in connection therewith, it
            being agreed that to the extent there shall be insufficient funds in
            the Construction Budget to pay all costs and expenses in connection
            with such matter, then Construction Agent shall not proceed or
            continue nor incur any Improvement Costs, as the case may be, with
            such matter until after the Lease Term Commencement Date;

                              (c) Construction Agent shall have delivered to
            Collateral Agent a certificate of a Responsible Officer of
            Construction Agent stating that:

                                    (i) such action will not diminish the Fair
                              Market Value, useful life or residual value of the
                              Properties in any material respect and that there
                              are sufficient sums in the Construction Budget to
                              pay all costs and expenses with respect to such
                              action;

                                    (ii) such action will not cause the Land or
                              the Improvement or any portion thereof to fail to
                              comply in any material respect with the provisions
                              of this Agreement, any other Operative Documents
                              or Applicable Laws;

                                    (iii) the Construction Agency Agreement and
                              Construction Agent's obligations thereunder shall
                              continue in full force and effect, without
                              abatement, suspension, deferment, diminution,
                              reduction, counterclaim, setoff, defense or
                              deduction; and






                                      -52-
<PAGE>   60
                                    (iv) such action will not impose or create
                              any liability or obligation on Ground Lessee or
                              Lessor except as otherwise expressly permitted
                              herein or in any of the Operative Documents unless
                              Lessee shall indemnify Ground Lessee and Lessor
                              therefor or shall have already indemnified Ground
                              Lessee and Lessor therefor pursuant to this
                              Agreement, the Construction Agency Agreement or
                              any other Operative Document and confirmed (with
                              respect specifically to such action) such
                              indemnification obligation.

            At the request of Construction Agent, so long as no Construction
Agency Event of Default shall have occurred and be continuing, Ground Lessee,
Lessor, each Agent and each Participant, as applicable, shall, from time to time
during the Construction Period and upon at least ten (10) Business Days' prior
written notice from Construction Agent, consent to and join in any easements,
licenses, rights-of-way, party wall rights and other rights in the nature of
easements pursuant to this Section 6.14; provided, that each of the conditions
set forth in clauses (a) through (c) of this Section 6.14 are satisfied or
waived by the Collateral Agent pursuant to the first paragraph of this Section
6.14.

            At the request of Lessee, so long as no Bankruptcy Default or Lease
Event of Default shall have occurred and be continuing, Ground Lessee and
Lessor, as applicable, shall, from time to time during the Lease Term and upon
at least ten (10) Business Days' prior written notice from Lessee, consent to
and join in any easements, licenses, rights-of-way, party wall rights and other
rights in the nature of easements pursuant to Section 8.4 of the Construction
Agency Agreement; provided, that each of the conditions set forth in clauses (a)
through (c) of Section 8.4 of the Construction Agency Agreement are satisfied or
waived by the Collateral Agent (at the written direction of the Directing Party)
pursuant to the first paragraph of Section 8.4 of the Construction Agency
Agreement.

            SECTION 6.15. Request for Financing of a Major Alteration. Lessee
may request that Lessor and the Participants finance ("New Financing
Commitment") a Major Alteration on a Site, not more frequently than once in any
rolling 12-month period, by delivering a notice to Lessor, each Participant and
each Agent. As used herein, the term "Major Alteration" means any Alteration or
a series of Alterations (whether or not Nonseverable and whether or not required
by Applicable Laws) made during any rolling 12-month period in which the Cost of
such Alteration(s) is equal to or in excess of $5,000,000 in the aggregate for
both Properties. Lessee's notice requesting financing of the Major Alteration
shall set forth in reasonable detail the nature of the Major Alteration, the
costs or projected costs thereof, and such other information relating thereto as
may be reasonably requested by Lessor or any Agent. Lessor shall have 60 days
after receipt of the notice from Lessee to propose to Lessee the terms and
conditions including the rate for the proposed financing for the Major
Alteration. Neither Lessor, any Agent or any Participant shall be obligated to
make any proposal. If Lessor, with the concurrence of all the Participants,
makes a proposal with respect to such Major Alteration, Lessee shall have 30
days to consider the proposal and discuss the terms and provisions thereof with
Lessor and the Participants. During such period, representatives of Lessor and
the Participants may undertake due diligence with respect to the proposed Major
Alteration. During such period, Lessee agrees to provide to Lessor and any
Agent, for the benefit of the Participants, such information related to the
project as Lessor or any Agent may reasonably request. If Lessee, Lessor, each
Agent and each Participant reach an agreement for Lessor to acquire, and for the
Participants to finance, the Major Alteration, the Operative Documents will be
amended and become effective upon receipt of the consent of all parties thereto
(other than nonconsenting Participants) and any applicable new Participants and
upon written confirmation from each Rating Agency that its rating of the
Commercial





                                      -53-

<PAGE>   61
Paper Notes of HSFC will not be lowered or withdrawn provided that any such New
Financing Commitment shall not become effective if the fair market value of the
Major Alteration at its delivery date is less than the New Financing Commitment
unless all the Participants including Non-Consenting Participants consent to
such New Financing Commitment. Such Major Alteration shall be deemed to be
placed under the Lease on the date when such Major Alteration is ready and
available to be placed in service. In addition, Lessee shall be responsible for
all direct costs incurred by Lessor, each Agent and the Participants in
connection with the financing of such Major Alteration (provided that during the
Construction Period Lessee shall request an Advance, the proceeds of which shall
be used to pay such direct costs).

         SECTION 6.16.  Refinancing.

         (a) So long as no Construction Agency Event of Default, Bankruptcy
Default or Lease Event of Default shall have occurred and be continuing, upon
the written request of Lessee delivered at least 30 days prior to the date
specified in such request for the refinancing, Ground Lessee, Lessor, the
Investors and the Lenders agree, at the sole cost and expense of Lessee (whether
or not such refinancing is consummated and provided, that during the
Construction Period, Lessee shall request an Advance, the proceeds of which
shall be used to pay such costs and expenses), to cooperate with Lessee promptly
and in good faith to negotiate with a view toward causing a refinancing or
refinancings of the obligations represented by all of the Notes then outstanding
under the Conduit Loan Agreement, the HSFC Loan Agreement or all of the Investor
Certificates then outstanding, or all Notes and Investor Certificates (HSFC, the
Conduit, the Liquidity Purchasers and the Investors acknowledge that their
respective Loans or Investor Certificates may be repaid at any time), with funds
made available for such purpose solely through Dollar-denominated debt loans
(with respect to refunded Notes) or equity investments (with respect to
refinanced Investor Certificates) to Lessor in the private market (with lenders
and/or investors that are not Affiliates of Lessee) the proceeds of which Lessor
shall pay to Ground Lessee, HSFC, the Conduit, the Liquidity Purchasers or the
Investors, as applicable, to pay in full the aggregate principal amount of the
respective Notes held by such Lender(s) or the respective Investor Certificates
held by such Investors that are outstanding together with all accrued and unpaid
interest or yield thereon, it being understood that any such refinancings may be
made at any time but (i) on no more than three occasions during any period of
nine (9) consecutive years and (ii) on no more than one (1) occasion during any
period of three (3) consecutive years (excluding in each case a refinancing in
connection with the replacement of a non-renewing Liquidity Purchaser under the
LAPA), provided that Lessee may effect such refinancing on more than one (1)
occasion during any period of three (3) consecutive years so long as Lessee
shall have paid (or during the Construction Period shall have requested an
Advance the proceeds of which shall be used to pay) the Investors a financing
fee of $100,000 for each such additional refinancing; provided, however, that:

                      (1) such refinancing will not directly or indirectly
constitute any non-exempt prohibited transaction within the meaning of Section
406 of ERISA or Section 4975 of the Code;

                      (2)  where the Notes but not the Investor Certificates are
being refinanced then the Investors shall not be required to effect any such
refinancing unless the terms and conditions of the refinancing will not be any
less favorable in any material respect taken as a whole to the Investors than
the terms and conditions of the Notes being refinanced and the other conditions
set forth in this Section 6.16 shall have been satisfied;


                                      -54-
<PAGE>   62
                      (3)  during the Construction Period, unless the Investor
Certificates are being refinanced, then the Investors shall in any event have
the right to consent to any such refinancing, which consent the Investors may
withhold in each Investor's sole, good faith discretion; and

                      (4) unless the HSFC Loans are being repaid in full, the
Rating Agency Condition shall be satisfied.

         (b) Each Investor's obligations to take any action in connection with a
proposed refinancing shall be subject to the satisfaction or waiver by such
Investor of the following conditions precedent:

                      (i) any notes ("New Notes") issued in such refinancing
         shall be in the form of non-recourse loans denominated in Dollars
         having a final maturity date no later than the final maturity date of
         the existing Notes;

                      (ii) on the closing date of the refinancing, there shall
         be an adjustment, if necessary, to Rent, the Construction Period
         Maximum Guaranty Amount and the Residual Value Guaranty Amount,
         provided that, unless HSFC is being repaid in full, no such adjustment
         shall adversely affect HSFC's recourse to Lessee and/or the Guarantor
         in respect of the HSFC Loans;

                      (iii) on the closing date of the refinancing, no
         Construction Agency Event of Default, Bankruptcy Default or Lease Event
         of Default shall have occurred and be continuing;

                      (iv) such refinancing shall be for an amount not greater
         than the aggregate principal amount of the outstanding Notes and
         accrued but unpaid interest being refinanced;

                      (v) there shall be no material adverse effect to the
         Investors in connection with such refinancing;

                      (vi) on the closing date of the refinancing, all necessary
         authorizations, approvals and consents in connection with such
         refinancing shall have been obtained from (or waived by) each Person
         whose authorization, approval or consent is necessary to consummate
         such refinancing, and such authorizations, approvals and consents or
         waivers shall be in full force and effect on the closing date of such
         refinancing;

                      (vii) the documentation of such refinancing (including
         opinions of counsel, including tax counsel, and other ancillary
         documents) shall be reasonably satisfactory to the Investors and the
         Lenders; and

                      (viii) not later than the closing of the refinancing,
         Lessee shall pay (provided that during the Construction Period Lessee
         shall request an Advance, the proceeds of which shall be used to pay)
         or cause to be paid (i) to the Investors, the Lenders, each Agent and
         Lessor, on an after-tax basis, all out-of-pocket costs and expenses
         (including reasonable legal fees and expenses and reasonable fees and
         expenses of any financial advisors) and all applicable stamp duties
         (including fines and penalties) and registration or other out-of-pocket
         fees and expenses incurred by the Investors, the Lenders, the Agents
         and Lessor in connection with such refinancing (whether or not such
         refinancing is consummated) and (ii) to the Lenders or Investors, all
         other amounts due and owing to the Lenders under the Operative
         Documents.


                                      -55-
<PAGE>   63
         SECTION 6.17. Certain Notices. Construction Agent covenants with each
of the other parties hereto that it shall deliver to the Collateral Agent all
notices required to be delivered by it to Collateral Agent or Lessor under the
Construction Agency Agreement.

         SECTION 6.18. Other Business of Trust, Lessor or Ground Lessee. Lessee
shall have no right to restrict the business activities of the Trust, Lessor or
Ground Lessee or to otherwise prohibit the Trust, Lessor or Ground Lessee from
entering into any third-party business transaction, including the sale or lease
of property to third parties; provided, however, that (a) the Trust, Lessor or
Ground Lessee shall provide Lessee no less than thirty days' advance written
notice of any business transaction to be entered into by the Trust, Lessor or
Ground Lessee not contemplated by the Operative Documents and (b) the Trust,
Lessor or Ground Lessee shall have received prior written approval of the
Lenders and, so long as any Commercial Paper Note issued by HSFC is Outstanding,
the Rating Agency Condition shall have been satisfied. If any such third-party
transaction entered into by Ground Lessee or Lessor increases the interest rate
charged under any Loan, then Ground Lessee or Lessor (and, if the Trustee shall
have been directed to undertake such other business by the unanimous consent of
the Investors, the Investors (severally on a pro rata basis)) shall promptly
compensate Lessee for any increased cost incurred as a result of such higher
interest rate. If the credit rating of such third party is below that of Lessee
at the time of such third-party transaction is entered into by Ground Lessee or
Lessor, then Lessee shall have the right to either (x) exercise its purchase
option with respect to the Properties under the Lease or (y) remarket the
Lessor's Interests with the intent to replace Lessor or, if practicable, to
replace the Investors in accordance with Section 8.4.

         SECTION 6.19.  Covenants of the Trust, Trustee and Trust Company.

         (a) Other Activities. Neither the Trust nor Trustee (in each case, in
its capacity as such) shall conduct, transact or otherwise engage in, or commit
to transact, conduct or otherwise engage in, any business or operations other
than the entry into, and exercise of rights and performance of obligations in
respect of, the Operative Documents and other activities incidental or related
to the foregoing.

         (b) Ownership of Properties; Indebtedness. Neither the Trust nor
Trustee (in each case, in its capacity as such) shall conduct, transact or
otherwise engage in, or otherwise operate any properties or assets other than in
connection with the activities described in clause (a) above, or incur, create,
assume or suffer to exist any indebtedness or other consensual liabilities or
financial obligations other than as may be incurred, created or assumed or as
may exist in connection with the activities described in clause (a) above
(including, in the case of the Trust, obligations under the Ground Lessee
Limited Liability Company Agreement and other obligations incurred by the Trust
hereunder, and including, in the case of Trustee, obligations under the Investor
Certificates and other obligations incurred by Trustee hereunder).

         (c) Disposition of Assets. Neither the Trust nor Trustee (in each case,
in its capacity as such) shall convey, sell, lease, assign, transfer or
otherwise dispose of any of its property, business or assets, whether now owned
or hereafter acquired, except to the extent expressly contemplated by the
Operative Documents or as otherwise directed in writing pursuant to the
Operative Documents.

         (d) Compliance with Operative Documents. Each of the Trust, Trustee and
Trust Company shall at all times observe and perform all of the covenants,
conditions and obligations required to be performed by it (whether in its
capacity as the Trust or Trustee, as the case may be, or in its individual
capacity or otherwise) under each Operative Document to which it is a party.


                                      -56-
<PAGE>   64
         (e) Trust Agreement. Without prejudice to any right under the Trust
Agreement of Trustee to resign, each of Trustee and Trust Company (a) agrees not
to terminate or revoke the trust created by the Trust Agreement, (b) agrees not
to amend, supplement, terminate, revoke or otherwise modify any provision of the
Trust Agreement in any manner which could reasonably be expected to have an
adverse effect on the rights or interests of the Lenders, Lessee or GS hereunder
or under the other Operative Documents and (c) agrees to comply with all of the
terms of the Trust Agreement.


                                   ARTICLE VII

                           PAYMENT OF CERTAIN EXPENSES

         SECTION 7.1. Payment of Transaction Costs and Other Costs. Transaction
Costs shall be paid from Advances in accordance with and subject to Section
4.2(b). In addition, in the event that the transactions contemplated hereby are
consummated, Lessee shall pay or reimburse each of the other parties to this
Participation Agreement other than Lessee and GS for all other reasonable
out-of-pocket costs and expenses (including reasonable fees and expenses of
special counsel) reasonably incurred in connection with: (a) any casualty, Event
of Loss or termination of this Participation Agreement or any other Operative
Document, or any extension, amendment, modification or waiver of or under this
Participation Agreement or any other Operative Document requested by Lessee or
GS whether or not such extension, amendment, modification or waiver is
consummated; (b) the negotiation and documentation of any restructuring or
"workout", whether or not consummated, of any Operative Document; (c) the
enforcement of the rights or remedies under the Operative Documents arising out
of (i) any Lease Event of Default or Construction Agency Event of Default or
(ii) any Conduit Loan Event of Default or HSFC Loan Event of Default; (d)
further assurances reasonably requested pursuant to Section 12.11 or any similar
provision in other Operative Documents; (e) any transfer by Lessor of any
interest in the Properties (or any portion thereof permitted by the Operative
Documents) in accordance with the Operative Documents; and (f) the ongoing fees
and expenses for which Lessee is obligated under the Operative Documents.
Subject to the provisions of Sections 7.3 and 11.2, all fees and expenses
referenced in this Section 7.1 payable or incurred before or during the
Construction Period shall be paid through Advances.

         SECTION 7.2. Brokers' Fees. Subject to Section 12.2, Lessee shall pay
or cause to be paid (provided that during the Construction Period Lessee shall
request an Advance, the proceeds of which shall be used to pay) any brokers'
fees, including any interest and penalties, which are payable in connection with
the transactions contemplated by this Participation Agreement and the other
Operative Documents.

         SECTION 7.3. Limitations During Construction Period. If at any time
there shall be Improvement Costs (including any costs resulting from a Force
Majeure Event), or other amounts which are required to be paid prior to or
during the Construction Period through Advances under this Article VII or
Sections 9.2, 9.7, 9.8 or 9.9 or under any Operative Document, and (i) such
amounts are not included in the Construction Budget (as the same may be adjusted
pursuant to the Construction Agency Agreement) or (ii) there are not sufficient
Available Commitments remaining to complete the construction of the Improvements
pursuant to the Construction Documents (net of all Yield Payment Advances and
Interest Payment Loans), and, in either case, there are no Other Available
Amounts to pay for such amounts, then at such time a Construction Agency Event
of Default shall be deemed to have occurred.


                                      -57-
<PAGE>   65
                                  ARTICLE VIII

                      TRANSFERS OF PARTICIPANTS' INTERESTS

         SECTION 8.1. Transfers by Investors. None of the Investors shall
transfer or assign all or any part of its respective interest in or under the
Trust Agreement, this Participation Agreement, the other Operative Documents or
the Properties without the prior written consent of Lessee, which consent at any
time during which there exists and is continuing a Bankruptcy Default, a Lease
Event of Default or a Construction Agency Event of Default, shall not be
required. On or prior to such transfer, the assignee (if not already an
Investor) shall deliver to Lessee, Lessor, the Conduit, HSFC and the Liquidity
Agent any certificate in respect of withholding taxes required under Section
9.3. The Trust shall notify Lessee of any such transfer or assignment promptly
upon the issuance of new Investor Certificates evidencing such transfer or
assignment, if applicable. As a condition to any such transfer, the transferor
and transferee shall deliver to the Trust, Lessee, Lessor and each Agent an
Assignment and Acceptance, in substantially the form of Exhibit D, executed by
the assignee or transferee and the transferee shall deliver either an officer's
certificate certifying that such transferee has a minimum net worth of at least
$50 million on such date or an Investor Guaranty in the form of Exhibit B and,
if such transfer shall cause any Investor and its Affiliates to own 49% or more
of the equity interests in the Trust then, as a further condition to such
transfer, such transferee shall deliver or cause to be delivered to the Rating
Agencies a legal opinion satisfactory to the Rating Agencies that the insolvency
of such Investor and/or its Affiliates could not result in the substantive
consolidation for bankruptcy purposes of such Investor and its Affiliates.

         SECTION 8.2.  Transfers by HSFC and Conduit.

         SECTION 8.2.1. Transfers by HSFC. HSFC may not transfer or assign any
or all of its rights and obligations under this Participation Agreement, the
HSFC Loan Agreement, the Commercial Paper Placement Agreement (HSFC) or any
other Operative Document, except as contemplated by the Operative Documents,
without (a) the prior written consent of Lessor and Lessee, subject to the
rights of Lessee pursuant to Section 8.4 and Section 6.16 and (b) prior written
confirmation from S&P and Moody's that immediately after giving effect to such
proposed transfer or assignment if the HSFC Notes are to remain rated, neither
Rating Agency shall withdraw its rating of the Commercial Paper Notes of
HSFC, and the Commercial Paper Notes of HSFC shall be rated not lower than such
Commercial Paper Notes are rated immediately prior to giving effect to such
proposed transfer or assignment.

         SECTION 8.2.2. Transfers by the Conduit. The Conduit (a) may transfer
or assign any or all of its rights and obligations under this Participation
Agreement, the Conduit Loan Agreement, the LAPA or any other Operative Document
(i) in accordance with the Conduit Loan Agreement and the LAPA to any Liquidity
Purchaser and (ii) to any other multiseller commercial paper conduit
administered by Bank of America that is rated no less than A-1 by S&P and P-1 by
Moody's and that has a weighted average commercial paper cost of funds equal to
or better than the Conduit over the past nine (9) months (provided, that in
connection with any such transfer the Liquidity Purchasers shall commit to
provide liquidity fundings in connection with the new conduit in amounts equal
to their respective Commitment Percentages hereunder), and (b) in all other
cases, may not transfer or assign any or all of such rights and obligations
without (i) the prior written consent of Lessor and Lessee, subject to the
rights of Lessee pursuant to Section 8.4 and 6.16 and, in any event, subject to
an assumption agreement and representations and warranties in form and substance
reasonably acceptable to Lessee and (ii) prior written confirmation from S&P and
Moody's that immediately after giving effect to such proposed transfer or
assignment, neither


                                      -58-
<PAGE>   66
Rating Agency shall withdraw its rating of the Commercial Paper Notes of the
Conduit and the Commercial Paper Notes of the Conduit shall be rated not lower
than such Commercial Paper Notes are rated immediately prior to giving effect to
such proposed transfer or assignment.

         SECTION 8.3. Transfers by Liquidity Purchasers. Each Liquidity
Purchaser may transfer or assign all or any portion of, or sell any
participation in, its Facility Loans on the terms and conditions applicable to
such Liquidity Purchaser's transfer and assignment of, or sale of a
participation in, its Commitments (as defined in the LAPA) and Percentage
Interests under the LAPA, mutatis mutandis, and not otherwise. No Liquidity
Purchaser may transfer or assign any portion of, or sell any participation in,
any Facility Loan unless it shall also at the same time transfer or assign, or
sell a participation, to the assignee of such Facility Loan a proportionate
interest in such Liquidity Purchaser's Commitments (as defined in the LAPA) and
Percentage Interests under the LAPA.

         SECTION 8.4. Replacement of an Investor or a Liquidity Purchaser.
If (i) any Investor or any Liquidity Purchaser fails to approve a renewal of the
Lease pursuant to Section 8.5 of this Participation Agreement or (ii) Lessor,
any Investor or any Liquidity Purchaser defaults in any of its material
obligations pursuant to the Operative Documents or (iii) any Conduit Loan Event
of Default or HSFC Loan Event of Default shall occur which does not result from
a Lease Event of Default or (iv) any Participant charges Increased Costs under
Section 9.7 or the provisions of Section 9.8 shall be applicable, then Lessee
shall be permitted to replace such non-approving Investor or Liquidity Purchaser
in the case of clause (i) above, or the defaulting party in the case of clause
(ii) or (iii) above, or the Liquidity Purchaser charging Increased Costs or the
Participant as to which Section 9.8 shall be applicable in the case of clause
(iv) above; provided, however, that Liquidity Agent shall have the right to
direct Lessee to use commercially reasonable efforts to replace such Participant
in any case where clause (iv) above may be applicable; provided further,
however, that, in addition to any applicable provisions set forth in Section
8.5(b), any replacement of any party pursuant to this Section 8.4 shall satisfy
the following conditions: (A) such replacement shall not conflict with any
Applicable Laws, (B) the replaced party shall have received all amounts owing to
it under the Operative Documents, (C) Lessee shall be obligated to pay any
reasonable fees and expenses arising in connection therewith (provided, Lessee
may exercise and/or shall preserve its rights and remedies as against a
defaulting Lessor, Investor or Liquidity Purchaser and provided further, during
the Construction Period, such fees and expenses shall be funded through
Advances), (D) any replacement party shall agree in writing to assume and be
subject to all of the terms and conditions of the Operative Documents that were
applicable to its predecessor-in-interest and this Participation Agreement and
(E) as a condition precedent to such replacement, Lessee shall have provided
written confirmation from each of Moody's and S&P that immediately after having
given effect to such replacement, the Commercial Paper Notes of each series
shall not be rated lower than the Commercial Paper Notes of such series was
rated immediately prior to such replacement and such replacement shall not
result in a downgrade, withdrawal or qualification of the rating assigned to
either series of the Commercial Paper Notes by Moody's or S&P. Each Investor and
each Liquidity Purchaser agree to cooperate with Lessee in its efforts to
arrange replacements as contemplated by this Section 8.4. In addition, Lessee
shall have the right to effect a replacement of a Liquidity Purchaser in
accordance with Sections 3.6 and 3.7 of the LAPA and shall be a third party
beneficiary of such provisions and the other provisions thereof.

           SECTION 8.5. Extension of Lease Term Expiration Date, the Maturity
Date and GS Maturity Date.


                                      -59-
<PAGE>   67
         (a) Notwithstanding the issuance by either Lessee or Lessor of a
cancellation notice pursuant to Article VI of the Lease, Lessee may request in
writing (an "Extension Option Request") to the Participants that the
Participants agree that

                      (i) the Lease Term Expiration Date (which, as used in this
         Section 8.5, shall mean the accelerated Lease Term Expiration Date by
         reason of the cancellation notice) may be extended for one or more
         additional consecutive 364-day Renewal Terms, in the first instance to
         follow the term that would otherwise expire on the Lease Term
         Expiration Date, and thereafter, if the first Extension Option is
         effected, to follow the immediately preceding Renewal Term, and

                      (ii) the Maturity Date shall be correspondingly extended
         to the extended Lease Term Expiration Date upon each such exercise by
         Lessee of its option for a Renewal Term.

Each Extension Option Request must be delivered in writing to each Participant
not later than 90 days prior to the then effective Lease Term Expiration Date.
Each Participant will notify the Collateral Agent in writing of whether or not
it has consented to any Extension Option Request not later than 60 days after
receipt of the related Extension Option Request (the "Extension Option Response
Date"). Any Participant who does not so notify Collateral Agent and Lessee by
the Extension Option Response Date will be deemed to have not consented to such
Extension Option Request. Any Liquidity Purchaser that has notified the
Collateral Agent and Lessee that it has not consented to an Extension Option
Request or that is deemed not to have consented, as provided in the preceding
sentence, shall be deemed a "Non-Consenting Participant". Each Participant's
determination with respect to an Extension Option Request shall be a new credit
determination and within such Participant's sole and absolute discretion.

         The extension (each, an "Extension Option") contemplated by the
Extension Option Request shall become effective as of the first date (the
"Extension Option Effective Date" with respect to such Extension Option) on or
after the Extension Option Response Date on which all of the Liquidity
Purchasers (other than Non-Consenting Participants who have been replaced by
Replacement Participants in accordance with Section 8.5(b)) and Replacement
Participants shall have consented to such Extension Request;

                  provided that on both the date of the Extension Option Request
         and the Extension Option Effective Date, (x) each of the
         representations and warranties made by Lessee, GS and HSFC in Article V
         hereof shall be true and correct in all material respects as if made on
         and as of each such date (except as expressly provided otherwise in the
         Extension Request), (y) no Event of Default shall have occurred and be
         continuing, and (z) on each of such dates the Collateral Agent shall
         have received a certificate of each of the Lessee, GS and HSFC as to
         the matters set forth in clauses (x) and (y) above insofar as such
         matters pertain to such party; and

                  provided further that in no event shall the Extension Option
         Effective Date occur unless each of the Liquidity Purchasers (other
         than Non-Consenting Participants who have been replaced) and
         Replacement Participants in accordance with Section 8.5(b) shall have
         consented to the Extension Option Request on or before the Lease Term
         Expiration Date as in effect before giving effect to the extension
         requested in such Extension Option Request.

         (b) At any time after the Extension Option Response Date, Lessee shall
be permitted to replace any Non-Consenting Participant with a replacement bank
or other financial institution (a "Replacement Participant"); provided that, in
addition to the requirements set forth in Section 8.4, (i) such Non-


                                      -60-
<PAGE>   68
Consenting Participant shall sell (without recourse, other than a
representation to the effect that such Non-Consenting Participant is the owner
of its respective Facility Loan and Percentage Interest, free and clear of all
liens, encumbrances and other interests) to the Replacement Participant all
Facility Loans and/or Percentage Interests of such Non-Consenting Participant
for an amount equal to the aggregate outstanding principal amount of such
Facility Loans and/or Percentage Interests plus accrued interest to (but not
including) the date of sale, (iii) Lessee shall pay (provided that during the
Construction Period Lessee shall request an Advance, the proceeds of which shall
be used to pay) to such Non-Consenting Participant any amounts arising under
Section 9.9 if any Facility Loan owing to, and/or Percentage Interests held by,
such Non-Consenting Participant shall be purchased other than on the last day of
the Interest Period or Interest Periods relating thereto, (iv) such replacement
shall be made in accordance with the provisions of Section 8.3 (provided that
the relevant Replacement Participant or Lessee shall be obligated to pay the
reasonable transaction costs arising in connection therewith (provided further
that during the Construction Period, unless the Replacement Participant elects
to pay such costs, Lessee shall request an Advance, the proceeds of which shall
be used to pay such transaction costs)), (v) the Replacement Participant shall
have agreed to be subject to all of the terms and conditions of the Operative
Documents (including the extension of the Maturity Date) that were applicable to
its predecessor-in-interest, and (vi) such replacement must be consummated no
later than the original Lease Term Expiration Date (in the case of the first
Extension Option) or the anniversary of the original Lease Term Expiration Date
next following the most recent Extension Option Response Date (in the case of
subsequent Extension Options). A Non-Consenting Participant's rights under the
indemnification provisions of the Operative Documents shall survive any sale of
its Facility Loans and/or Percentage Interests to a Replacement Participant.

         (c) Lessee may request in writing (a "GS Maturity Date Extension
Request") to the Liquidity Purchasers that the Liquidity Purchasers agree to
extend the then GS Maturity Date to a date set forth in the GS Maturity Date
Extension Request. Each GS Maturity Date Extension Request must be delivered in
writing to the Liquidity Purchasers not later than 90 days prior to the then
effective GS Maturity Date. Each Liquidity Purchaser will notify the Collateral
Agent in writing of whether or not it has consented to any GS Maturity Date
Extension Request not later than 60 days after receipt of the related GS
Maturity Date Extension Request (the "GS Maturity Date Extension Response
Date"). Any Liquidity Purchaser who does not so notify Collateral Agent and
Lessee by the GS Maturity Date Extension Response Date will be deemed to have
not consented to such GS Maturity Date Extension Request. Any Liquidity
Purchaser that has notified the Collateral Agent and Lessee that it has not
consented to a GS Maturity Date Extension Request or that is deemed not to have
consented, as provided in the preceding sentence, shall be deemed a
"Non-Consenting Liquidity Purchaser". Each Liquidity Purchaser's determination
with respect to a GS Maturity Date Extension Request shall be a new credit
determination and within such Liquidity Purchaser's sole and absolute
discretion.

         (d) At any time after the GS Maturity Date Extension Response Date,
Lessee shall be permitted to replace any Non-Consenting Liquidity Purchaser with
a replacement bank or other financial institution; provided that the
requirements of Section 8.4 and 8.5(b) are satisfied.

         (e) Notwithstanding anything to the contrary in the Operative
Documents, the GS Maturity Date may not be extended unless all of the Liquidity
Purchasers (including replacement Liquidity Purchasers but excluding
Non-Consenting Liquidity Purchasers that have been replaced) have consented to
the GS Maturity Date Extension Request in question.


                                      -61-
<PAGE>   69
         SECTION 8.6. Transfers by Guarantor. GS shall not assign or transfer
any of its rights or obligations under the Guaranty or any other Operative
Document to which it is a party, or any interest it may hold in the Loans, the
Properties, any Improvement or the Overall Transaction, other than in respect of
an assignment or transfer described in Section 12.17 and any purported transfer
without consent of all Participants shall be void.

         SECTION 8.7. No Voluntary Prepayment. Except for a prepayment initiated
by Lessee under Article V, VII or XIV of the Lease, or Section 6.16 or 8.4
hereof or Section 2.5(a)(viii) of the Construction Agency Agreement, Lessor may
not prepay the Lease Balance or any portion thereof. Any prepayment allowed
pursuant to the terms of the Operative Documents shall include the payment of
the Interest Component of the related Commercial Paper Notes (Conduit) and all
accrued and unpaid interest on the HSFC Loans.

         SECTION 8.8.  Assumption or Exchange of HSFC Loans.

         (a) Notwithstanding anything herein or in the Lease to the contrary, in
the event Lessee (or its designee) purchases all of Lessor's Interests pursuant
to the Lease or the Construction Agency Agreement, or in the event Lessee sells
the Properties or a portion thereof in accordance with Article VII of the Lease,
Lessee and GS shall have the right to cause the assumption by GS (or by Lessee
and GS) of all of the outstanding HSFC Loans or to cause the exchange of the
HSFC Note for notes issued by GS (or by Lessee and GS); provided that all the B
Loans and Investor Amounts (including interest and Yield thereon, as applicable)
shall be refinanced pursuant to Section 6.16 or otherwise repaid in full
(together with any other amounts then due and payable in respect of the B Loans
or Investor Amounts).

         (b) In the event of any assumption or exchange described in Section
8.8(a) of the Lease, where Lessee is purchasing Lessor's Interests, or where
Lessee is selling the Properties in accordance with Article VII of the Lease,
then in either such case the Lease Balance payable by Lessee to Lessor in
connection with such purchase shall be reduced by the amount of the outstanding
principal of the HSFC Loans being so assumed or exchanged on the date of the
assumption or exchange plus the amount of any accrued and unpaid interest
thereon, and no HSFC Base Rent shall be payable in connection therewith.


                                   ARTICLE IX

                                 INDEMNIFICATION

         SECTION 9.1.  General Indemnification.

         SECTION 9.1.1. General Indemnification. Whether or not any of the
transactions contemplated hereby shall be consummated, Lessee shall pay and
assume liability for, and does hereby agree to indemnify, protect, defend, save
and keep harmless each Indemnitee from and against any and all Claims that may
be imposed on, incurred by or asserted against such Indemnitee (whether because
of action or omission by such Indemnitee), whether or not such Claim is covered
by any other indemnification under this Article IX or such Indemnitee shall also
be indemnified as to any such Claim by any other Person, whenever such Claim
arises or accrues, including whether or not such Claim arises or accrues at any
time prior to or after the Maturity Date, in any way arising out of or relating
to:


                                      -62-
<PAGE>   70
         (a)          any of the Operative Documents or any of the transactions
                      contemplated thereby, any investigation, litigation or
                      proceeding in connection therewith, or any amendment,
                      modification or waiver in respect thereof;

         (b)          the Properties, the Land, the Improvements or any part
                      thereof or interest therein;

         (c)          the purchase, mortgaging, design, construction,

                      preparation, installation, inspection, delivery,
                      non-delivery, acceptance, rejection, purchase, ownership,
                      possession, rental, lease, sublease, repossession,
                      maintenance, repair, alteration, modification, addition or
                      substitution, storage, transfer or title, redelivery, use,
                      financing, refinancing, operation, condition, sale
                      (including, without limitation, any sale or other transfer
                      pursuant to the Lease), return or other disposition of all
                      or any part of any interest in any Property, the Land or
                      the imposition of any Lien (or incurring of any liability
                      to refund or pay over any amount as a result of any Lien)
                      thereon, including, without limitation: (i) Claims or
                      penalties arising from any violation of law or in tort
                      (strict liability or otherwise), (ii) any Claim resulting
                      from or related to latent or other defects, whether or not
                      discoverable, (iii) any Claim resulting from or related to
                      the acquisition of any Site or Construction thereon, (iv)
                      any Claim based upon a violation or alleged violation of
                      the terms of any restriction, easement, condition or
                      covenant or other matter affecting title to any Property,
                      (v) the making of any Alterations in violation of any
                      standards imposed by any insurance policies required to be
                      maintained by Lessee pursuant to this Participation
                      Agreement or the Construction Agency Agreement which are
                      in effect at any time with respect to any Property or any
                      part thereof, (vi) any Claim for patent, trademark or
                      copyright infringement, (vii) Claims arising from any
                      public improvements with respect to any Site resulting in
                      any change or special assessments being levied against
                      such Site or any plans to widen, modify or realign any
                      street or highway adjacent to such Site, or any Claim for
                      utility "tap-in" fees, or (viii) claims arising from any
                      Land Agreement, the Financial Agreements or any other
                      agreement, arrangement or instrument executed to fulfill,
                      or enhance, develop or facilitate the construction,
                      development or operation of the Properties under N.J.S.A.
                      40A:20-1 through 20 and the regulations promulgated
                      thereunder;

         (d)          the offer, issuance, sale, transfer or delivery of the
                      Investor Certificates by Lessor or of Commercial Paper
                      Notes by HSFC;

         (e)          the breach by Lessee, including in its role as a
                      Construction Agent, of any covenant, representation or
                      warranty made by it or deemed made by it in any Operative
                      Document or any certificate delivered by it in connection
                      therewith;

         (f)          any contract or agreement entered into by the Construction
                      Agent, any of its respective designees or Affiliates or,
                      if so requested, Lessor, pursuant to the terms of the
                      Construction Agency Agreement;

         (g)          the transactions contemplated hereby or by any other
                      Operative Document, in respect of the application of Parts
                      4 and 5 of Subtitle B of Title I of ERISA and any
                      prohibited transaction described in Section 4975(c) of the
                      Code with respect to a Plan;


                                      -63-
<PAGE>   71
         (h)          the retaining or employment of any broker, finder or
                      financial advisor by any Lessee Person to act on its
                      behalf in connection with this Participation Agreement;

         (i)          any other agreement entered into or assumed by any
                      Construction Agency Person in connection with any Property
                      or any Site or (at the direction or with the consent of
                      Lessee or Construction Agent) by Lessor (including, in
                      connection with each of the matters described in this
                      Section 9.1 to which this indemnity shall apply, matters
                      based on or arising from the negligence of any
                      Indemnitee); or

         (j)          the ownership of the Land underlying or the development,
                      construction or the construction financing of any
                      Property.

         SECTION 9.1.2. Exceptions to Indemnifications. Notwithstanding the
provisions of Section 9.1.1 or 9.1.3, Lessee shall not be obligated to indemnify
an Indemnitee (nor any of its Affiliates) under Section 9.1.1 or 9.1.3, and
Lessor shall not be required to indemnify a Construction Period Indemnitee under
Section 9.1.3, for any Claim resulting from or arising out of: (i) the fraud,
gross negligence (it being understood that Lessee shall be required to indemnify
an Indemnitee (subject to the other provisions of this Section 9.1.2 and Section
9.1.3) even if the ordinary (but not gross) negligence of such Indemnitee, or
any Affiliate thereof, caused or contributed to such Claim) or willful
misconduct of such Indemnitee or any of its Affiliates (other than the fraud,
gross negligence or willful misconduct imputed as a matter of law to such
Indemnitee solely by reason of entering into the Operative Documents or the
consummation of the transactions contemplated thereby); (ii) the breach by such
Indemnitee or any of its Affiliates of its respective representations and
warranties in this Participation Agreement or any other Operative Document, or
the breach by such Indemnitee or any of its Affiliates of its covenants as set
forth in this Participation Agreement or in any other Operative Document; (iii)
any Claim resulting from the imposition of any Lessor Lien attributable to such
Indemnitee or its Affiliates; (iv) any Claim for environmental liability, which
liability is addressed in Section 9.5; (v) any Claim to the extent attributable
to acts or events which occur after the expiration of the Lease Term or earlier
termination of the Lease (except (A) to the extent fairly attributable to acts,
events, liabilities or damages occurring or accruing prior thereto; (B) Claims
arising following the termination or expiration of the Lease Term so long as
Collateral Agent or any Participant continues to exercise remedies against the
Lessee or Guarantor in respect of the Operative Documents and (C) Claims arising
after the expiration of the Lease Term so long as Lessor is remarketing the
Properties (or any interest therein) in accordance with Section 7.1 of the
Lease); (vi) any Claim for the recovery of Improvement Costs whether or not such
Claim arises solely as a result of a Construction Agency Event of Default (which
for the avoidance of doubt shall include Construction Breakage Costs and other
amounts payable by Construction Agent as Default Completion Costs) or costs
incurred in remediating a Construction Agency Event of Default prior to the
Lease Commencement Date, other than if such Claim results from the gross
negligence or willful or intentional act or omission of any Construction Agency
Person as to which Lessee shall fully indemnify each Indemnitee under Section
9.1.1 (without the right to obtain an Advance therefor); (vii) any Claim arising
from a dispute between two or more Participants or Agents and not involving, or
resulting from the acts or failure to act of, Lessee or Guarantor; (viii) any
Claim in respect of Taxes (such claims to be subject to Section 9.2), other than
a payment to make payments under Section 9.1 or 9.1.2 on an after-tax basis as
provided in Section 9.4; (ix) with respect to any Indemnitee, any expense
expressly provided under any of the Operative Documents to be paid or borne by
such Indemnitee or its Affiliate; (x) any Claim to the extent resulting from a
transfer by any Indemnitee or its Affiliate of all or part of its interest in
the Lease, the other Operative Documents or the Properties, other than while a
Lease Event of Default has occurred and is continuing or such transfer is


                                      -64-
<PAGE>   72
required under the Lease; (xi) any Claim to the extent resulting from a
violation of Applicable Law by such Indemnitee or its Affiliates (other than (A)
a violation of Applicable Law imputed as a matter of law to such Indemnitee or
such Affiliate solely by reason of entering into the Operative Documents or the
consummation of the transactions contemplated thereby and (B) a violation of
Applicable Law resulting from the failure of Lessee or Guarantor to perform its
obligations under the Operative Documents); (xii) any Claim for losses by an
Indemnitee to the extent based on its inability to invest in another transaction
or use for any other purpose the funds invested in connection with the
transactions contemplated hereby (provided, however, that this clause (xii)
shall not limit any of Lessee's obligations under Sections 9.7 and 9.9) or
(xiii) any Claim against which Lessee has been precluded from defending as a
result of such Indemnitee's or its Affiliate's failure to promptly notify Lessee
of such Claim in accordance with Section 9.6. Without limiting the express
rights of any Indemnitee under Section 9.1, Sections 9.1.1 and 9.1.3 shall be
construed as an indemnity only and shall not be construed as a guaranty or
indemnity of residual value of any Property, including, without limitation, with
respect to payment of any deficiency after payment to Lessor of the Residual
Value Guaranty Amount or the Construction Period Maximum Guaranty Amount, as
applicable. It is expressly understood and agreed that the indemnity provided
for in Section 9.1.1 or 9.1.3 shall survive the resignation or removal of any
Indemnitee, the expiration or termination of, and shall be separate and
independent from any remedy under, the Lease, the Construction Agency Agreement
or any other Operative Document.

         SECTION 9.1.3. Construction Period Indemnification. Notwithstanding the
foregoing provisions of Section 9.1.1, to the extent any Claim under Section
9.1.1 relates to any act or omission occurring or arising prior to the Lease
Commencement Date, (i) Lessee shall be obligated to indemnify only Lessor and no
other Person pursuant to Section 9.1.1 for such Claim, including any Claim for
which Lessor has an obligation to indemnify any Person pursuant to clause (iii)
below, (ii) Lessee's obligations under Section 9.1.1 during such period shall
exclude Claims resulting solely from a Nonrelated Construction Event, and (iii)
Lessor shall indemnify and keep harmless each Construction Period Indemnitee for
such Claims. Lessor's obligation to indemnify and hold harmless any Construction
Period Indemnitee under this Section 9.1.3:

         (a)          is not an individual or personal obligation of Lessor, but
                      solely its obligation it its capacity as Lessor, and
                      nothing herein shall be construed as creating any
                      liability on Lessor, individually or personally, to pay,
                      indemnify or hold harmless any Indemnitee under this
                      Article IX;

         (b)          is not an obligation binding on Lessor except to the
                      extent of any payment received by Lessor pursuant to
                      Section 9.1.1; and

         (c)          shall be paid and discharged solely and exclusively from
                      amounts received by Lessor pursuant to Section 9.1.1, and
                      it is expressly agreed by each Construction Period
                      Indemnitee that the sole recourse of each such Person for
                      payment or discharge of the indemnification obligations
                      created under Section 9.1.3(iii) shall be to such amounts
                      paid by Lessor pursuant to this Section 9.1.3; and

         (d)          is the sole and exclusive right of each Construction
                      Period Indemnitee against Lessor, and any right to proceed
                      against Lessor individually or otherwise under common law,
                      federal or state securities laws or otherwise for
                      indemnification or contribution in connection with the
                      matters covered by this Section 9.1.3 is hereby expressly
                      waived


                                      -65-
<PAGE>   73
                      by each Indemnitee (other than claims that may be made
                      against Lessor, individually or personally, for fraud,
                      gross negligence or willful misconduct).

         To the extent that any payments made pursuant to Section 9.1.1 or this
Section 9.1.3 are subsequently invalidated, declared to be fraudulent or
preferential, set aside or required to be repaid by Lessor to a trustee, debtor
in possession, receiver or other Person under any bankruptcy law, common law or
equitable cause, then to such extent, the Indemnitee who received any such
payments from Lessor (or any portion thereof) shall repay any such amounts to
Lessor, or as may otherwise be directed by a court of competent jurisdiction.

         The indemnification obligations of Lessor under this Section 9.1.3
shall survive and be reinstated to the same extent, for the same period and in
the same manner as the indemnification obligations of Lessee.

         The right of any Construction Period Indemnitee to seek indemnification
from Lessor under this Section 9.1.3 is subject to and conditioned upon
compliance by any such Construction Period Indemnitee with the notice,
cooperation, appointment of counsel, contest rights and other provisions in
Section 9.6.

         SECTION 9.2.  General Tax Indemnity.


                                      -66-
<PAGE>   74

         (a) Tax Indemnity. Lessee shall pay (provided that during the
Construction Period Lessee shall request an Advance, the proceeds of which shall
be used to pay), defend and, on written demand, indemnify and hold harmless on
an after-tax basis (in accordance with Section 9.4) each Indemnitee from and
against any and all Taxes imposed by the United States federal taxing authority
or by the State of New Jersey or any political subdivision thereof or taxing
authority therein, howsoever imposed, on or with respect to any Indemnitee, the
Properties or any portion thereof, any Operative Document or Lessee or any
sublessee or user of the Properties in connection with (i) the acquisition,
mortgaging, design, construction, preparation, installation, inspection,
delivery, non-delivery, acceptance, rejection, purchase, ownership, possession,
rental, lease, sublease, repossession, maintenance, repair, alteration,
modification, addition or substitution, storage, transfer of title, redelivery,
use, financing, refinancing, operation, condition, sale (including, without
limitation, any sale pursuant to Article V, VII or XIV of the Lease), return or
other disposition of all or any part of any interest in the Properties or the
imposition of any Lien (or incurrence of any liability to refund or pay over any
amount as a result of any Lien) thereon, (ii) Base Rent or Supplemental Rent or
the receipts or earnings arising from or received with respect to the Properties
or any part thereof, or any interest therein or any applications or dispositions
thereof, (iii) any other amount paid or payable pursuant to any Operative
Documents, (iv) the Properties or any part thereof or any interest therein, (v)
all or any of the Operative Documents, any other documents contemplated thereby
and any amendments and supplements thereto (except to the extent not initiated
or requested by or consented to by Lessee in writing), (vi) the issuance of the
Notes and Investor Certificates, (vii) any contract relating to the
construction, acquisition or delivery of the Properties or the Improvements or
any interest therein and (viii) otherwise in connection with the transactions
contemplated by the Operative Documents; provided, however, that the
indemnification obligation of this Section 9.2(a) shall not apply to (A) Taxes
which are based upon or measured by the Indemnitee's net receipts or net income,
or which are in substitution for, or relieve such Indemnitee from, any actual
Tax based upon or measured by such Indemnitee's net receipts or net income
(including Taxes that are or are in the nature of minimum Taxes, capital gains,
Tax preference items or alternative minimum taxes; and including taxes based on
gross income or gross receipts where such Taxes would, in such taxable year, be
based on net income or net receipts based solely on the transactions
contemplated by the Operative Documents); (B) Taxes characterized under state or
local law as franchise, net worth, or shareholder's capital (excluding, however,
any value-added, or similar Taxes); (C) if no Lease Event of Default exists,
Taxes based upon the transfer, assignment or disposition by an Indemnitee or any
Affiliate thereof or any interest in such Indemnitee, or any interest in any of
the Properties or any part thereof or any interest therein (other than transfers
pursuant to the Security Documents, transfers pursuant to the exercise of a
Purchase Option, transfers in connection with the remarketing of the Properties
pursuant to Article X of the Lease otherwise pursuant to the Lease or at the
request of Lessee); (D) Taxes imposed after a transfer of an interest in an
Indemnitee, the Property or any part thereof or any interest therein in excess
of those that would have been imposed if no transfer had occurred, other than
any increase in real or personal property ad valorem taxes; (E) Taxes imposed or
payable by an Indemnitee to the extent imposed with respect to any period after
the later of (x) the termination of the Lease and (y) the return of the
Properties; (F) any Tax to the extent that such Tax would have been imposed
without regard to the transactions contemplated by the Operative Documents; (G)
Taxes imposed solely as a result of the status of an Indemnitee for relevant tax
purposes other than as a business corporation, such as a utility, insurance
company or banking or other Financial institution; (H) Taxes or liability
resulting from any prohibited transaction described in Section 406 or 407 of
ERISA or Section 4975(c) of the Code or any successor provisions thereto that
may arise in connection with any transaction contemplated by the Operative
Documents; (I) Taxes imposed against or payable by an Indemnitee pursuant to
Section 3406 of the Code; (J) any interest, penalties or additions to Tax
imposed against or payable by an Indemnitee that are the result of the failure
of such Indemnitee to file any return


                                      -67-
<PAGE>   75

properly and timely, unless such failure is caused by the failure of Lessee to
forward to such Indemnitee any information such Indemnitee has reasonably
requested from Lessee (other than information reasonably obtainable by, or in
the possession of, such Indemnitee) or to provide such Indemnitee on a timely
basis with any notifications or notices received by Lessee with respect to such
return from any applicable taxing authority; (K) except in the case of a holder
of a Note, taxes that result directly from such Indemnitee or any of its
Affiliates not being "a United States person" as such term is defined in Section
7701(a)(30) of the Code and the applicable regulations thereunder; (L) any Taxes
imposed against or payable by an Indemnitee that are the result of the failure
of such Indemnitee to take any other action reasonably requested by Lessee to
avoid or minimize the amount of such Tax; provided that Lessee agrees to pay any
out-of-pocket costs associated therewith and such Indemnitee would not in its
sole discretion, exercised in good faith, have suffered material adverse
consequences as a result of such requested action; and (M) except as set forth
in Section 9.3, withholding taxes. Notwithstanding the foregoing, (x) Lessee
shall not be required to indemnify under this Section 9.2 for (1) as to any
Indemnitee, any Claim to the extent resulting from the gross negligence, willful
misconduct, bad faith or criminal conduct of such Indemnitee or any Affiliate
thereof (including business activities unrelated to the transactions
contemplated by the Operative Documents), any representation or warranty by such
Indemnitee in any of the Operative Documents being incorrect in any material
respect, or the breach by such Indemnitee of any of the provisions of the
Operative Documents; and (2) as to any Indemnitee, any Claim such Indemnitee may
have resulting from Lessor Liens which such Indemnitee is responsible for
discharging under the Operative Documents and (y) Lessee shall be required to
indemnify for Taxes imposed by a jurisdiction outside of the United States so as
a result of (i) the payment by Lessee of any amount pursuant to this
Participation Agreement or the other Operative Documents from, or (ii) the
booking by Lessee of some or all of the transaction contemplated by the
Operative Documents in, such jurisdiction.

         (b) Contests. Lessee shall pay (provided that during the Construction
Period Lessee shall request an Advance, the proceeds of which shall be used to
pay) on or before the time or times set forth in Section 9.2(c) all Taxes
indemnifiable by Lessee under Section 9.2(a); provided, however, that Lessee
shall be under no obligation to pay any such Tax so long as the payment of such
Tax is not delinquent or is being contested by a Permitted Contest. If any claim
or claims is or are made against any Indemnitee for any Tax which is subject to
indemnification as provided in Section 9.2(a), Indemnitee shall, as soon as
practicable, but in no event more than twenty (20) days after receipt of formal
written notice of the Tax or proposed Tax, notify Lessee; provided, however,
that the failure to give such notice shall not limit Lessee's obligations under
Section 9.2(a) except to the extent that such failure precludes or materially
adversely affects the ability to conduct a contest of any indemnifiable Taxes.
The Indemnitee 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 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 Indemnitee shall be required by law or regulation to take
action prior to the end of such 30-day period, such Indemnitee shall in such
notice to the Lessee, so inform the Lessee, and such Indemnitee shall not take
any action with respect to such claim, proceeding or Tax without the consent of
the Lessee (such consent not to be unreasonably withheld or unreasonably
delayed) for 10 days after the receipt of such notice by the Lessee, unless the
Indemnitee shall be required by law or regulation to take action prior to the
end of such 10-day period.

         The Lessee shall be entitled for a period of 30 days from receipt of
such notice from the Indemnitee (or such shorter period as the Indemnitee has
notified the Lessee is required by law or regulation for the Indemnitee to
commence such contest), to request in writing that such Indemnitee permit


                                      -68-
<PAGE>   76

Lessee to contest the imposition of such, at the Lessee's expense. If (x) such
contest can be pursued in the name of the Lessee and independently from any
other proceeding involving a liability of such Indemnitee for which the Lessee
has not agreed to indemnify such Indemnitee, (y) such contest must be pursued in
the name of the Indemnitee, but can be pursued independently from any other
proceeding involving a Tax liability of such Indemnitee for which the Lessee has
not agreed to indemnify such Indemnitee or (z) the Indemnitee so requests, then
the Lessee shall be permitted to control the contest of such claim, provided
that in the case of a contest described in any of clause (x), (y) or (z), if
such contest by the Lessee could have a material adverse impact on the business
or operations of the Indemnitee and Indemnitee provides notice to the Lessee of
such determination, the Indemnitee may elect to control or reassert control of
the contest. In all other claims requested to be contested by the Lessee, the
Indemnitee shall control the contest of such claim, acting through counsel
reasonably acceptable to the Lessee. In no event shall the Lessee be permitted
to contest (or the Indemnitee required to contest) any claim, (A) if such
Indemnitee provides the Lessee with a legal opinion of independent counsel that
such action, suit or proceeding involves a risk of imposition of criminal
liability or will involve a meaningful risk of the sale, forfeiture or loss of,
or the creation of any Lien (other than a Permitted Lien) on the Property or any
part of any thereof, unless the Lessee shall have posted and maintained a bond
or other security reasonably satisfactory to the relevant Indemnitee in respect
to such risk, (B) if an Event of Default has occurred and is continuing, unless
the Lessee shall have posted and maintained a bond or other security reasonably
satisfactory to the relevant Indemnitee in respect of the Taxes subject to such
claim and any and all expenses for which the Lessee is responsible hereunder
reasonably foreseeable in connection with the contest of such claim, (C) unless
the Lessee shall have agreed to pay and shall pay (provided that during the
Construction Period Lessee shall request an Advance, the proceeds of which shall
be used to pay) to such Indemnitee on demand all reasonable out-of-pocket costs,
losses and expenses that such Indemnitee may incur in connection with contesting
such imposition, including all reasonable legal, accounting and investigatory
fees and disbursements as well as the impositions which are the subject of such
claim to the extent the contest is unsuccessful, or (D) if such contest shall
involve the payment of the Tax prior to the contest, unless the Lessee shall
provide to the Indemnitee an interest-free advance in an amount equal to the
Imposition that the Indemnitee is required to pay (with no additional net
after-tax costs (including Taxes) but taking into account any net tax savings
associated with such advance to such Indemnitee). In addition, for Indemnitee
controlled contests and claims contested in the name of the Indemnitee in a
public forum, no contest shall be required: (A) unless the amount of the
potential indemnity (taking into account all similar or logically related claims
that have been or could be raised in any audit involving such Indemnitee for
which the Lessee may be liable to pay an indemnity under this Section 9.2)
exceeds $100,000 and (B) unless, if requested by the Indemnitee, the Lessee
shall have provided to the Indemnitee an opinion of independent tax counsel
selected by the Indemnitee and reasonably acceptable to the Lessee) that a
reasonable basis exists to contest such claim. In no event shall an Indemnitee
be required to appeal an adverse judicial determination to the United States
Supreme Court.

         The party conducting the contest shall consult in good faith with the
other party and its counsel with respect to the contest of such claim for Taxes
(or claim for refund) but the decisions regarding what actions to be taken shall
be made by the controlling party in its sole judgement, provided, however, that
if the Indemnitee is the controlling party and the Lessee recommends the
acceptance of a settlement offer made by the relevant Authority and such
Indemnitee rejects such settlement offer, then the amount for which the Lessee
will be required to indemnify such Indemnitee with respect to the Taxes subject
to such offer shall not exceed the amount which it would have owed if such
settlement offer had been accepted. In addition, the controlling party shall
keep the non-controlling party reasonably informed as to the progress of the
contest, and shall provide the non-controlling party with a copy of (or
appropriate excerpts from) any


                                      -69-
<PAGE>   77

reports or claims issued by the relevant auditing agents or taxing authority to
the controlling party thereof, in connection with such claim or the contest
thereof.

         Each Indemnitee shall 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 9.2(b), and the Lessee shall promptly reimburse such
Indemnitee for the reasonable out-of-pocket expenses of supplying such
information and documents.

         Notwithstanding anything contained herein to the contrary, an
Indemnitee will not be required to contest (and the Lessee shall not be
permitted to contest) a claim with respect to the imposition of any Tax if (i)
such Indemnitee shall waive its right to indemnification under this Section 9.2
with respect to such claim and shall pay to Lessee any amount previously paid or
advanced by Lessee pursuant to this Section 9.2 or (ii) such Tax is the sole
result of a claim of a continuing and consistent nature, which claim has
previously been resolved against the relevant Indemnitee (unless a change in law
or facts has occurred since such prior adverse resolution and Lessee provides an
opinion of independent tax counsel reasonably acceptable to such 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) Payments. Subject to Section 9.2(b), any Tax indemnifiable under
Section 9.2(a) shall be paid directly when due to the applicable taxing
authority if 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 an Indemnitee pursuant to Section 9.2(a) shall be paid within
thirty (30) days after receipt of a written demand therefor from such Indemnitee
accompanied by a written statement describing in reasonable detail the amount so
payable. Any payments made pursuant to Section 9.2(a) directly to the Indemnitee
entitled thereto or Lessee, as the case may be, shall be made in immediately
available funds at such bank or to such account as specified by the payee in
written directions to the payor, or, if no such direction shall have been given,
by check of the payor payable to the order of the payee by certified mail,
postage prepaid at its address as set forth in Schedule II. Subject to Section
9.2(b), upon the request of any Indemnitee with respect to a Tax that Lessee is
required to pay, Lessee shall furnish to such Indemnitee the original or a
certified copy of a receipt for its payment of such Tax or such other evidence
of payment as is reasonably acceptable to such Indemnitee. If the Indemnitee has
actual knowledge of Lessee's failure to pay any Tax required to be paid by
Lessee hereunder, such Indemnitee shall notify Lessee of such failure within 30
days of such Indemnitee's obtaining such actual knowledge.

         Upon receipt by an Indemnitee of a refund or credit of all or part of
any Taxes paid or indemnified against by the Lessee, which refund or credit was
not previously taken into account in determining the amount of the Lessee's
payment to such Indemnitee, such Indemnitee shall pay to the Lessee, on a
Grossed-Up Basis, an amount equal to the amount of such refund, plus any
interest received by or credited to such Indemnitee with respect to such refund;
provided, however, that as long as an Event of Default is continuing any such
amounts may be applied against any amounts due and owing by Lessee under the
Lease; provided, further, however, that no Indemnitee shall be required to pay
to the Lessee any refund or credit to the extent such refund or credit is
greater than the amount of Taxes in respect of which payment or indemnification
was made by the Lessee, reduced by all prior payments by such Indemnitee under
this Section 9.2(c) in respect of such amount. If such repaid refund or credit
is thereafter lost, the additional Tax payable shall be treated as a Tax
indemnifiable hereunder without regard to the exclusions from indemnified Taxes
set forth in Section 9.2(a).


                                      -70-
<PAGE>   78

         (d) Reports. If any report, return or statement is required to be filed
with respect to any Taxes that are subject to indemnification under Section
9.2(a) Lessee shall, if Lessee is permitted by Applicable Laws, timely prepare
and file such report, return or statement; provided, however, that if Lessee is
not permitted by Applicable Laws to file any such report Lessee will promptly so
notify the appropriate Indemnitee, in which case the Indemnitee will file any
such report after preparation thereof by Lessee, provided, that in each case
such Indemnitee shall have furnished Lessee with such information not within the
control of (or otherwise reasonably available to) Lessee, as is in such
Indemnitee's control or is reasonably available to such Indemnitee and necessary
to file such filing. Lessee will deliver any such return, together with
immediately available funds for payment of any Tax due, to such Indemnitee at
least twenty (20) days in advance of the date such return or payment is due.
Lessee agrees that, with respect to Taxes pertaining to the Properties, Lessee
shall be solely responsible for the accuracy, except to the extent of any
information provided by the Indemnitee and completeness of all required forms
for execution by the appropriate Person, and Indemnitee's sole responsibility
shall be to execute all such forms, to the extent required by Applicable Laws,
at the reasonable direction of Lessee. If the Indemnitee has actual knowledge of
Lessee's failure to file any report required to be filed by Lessee hereunder,
such Indemnitee shall notify Lessee of such failure within 30 days of obtaining
such actual knowledge.

         (e) Tax Ownership. Each of Lessor, Liquidity Purchasers and Investors
(and the respective successors, assigns and transferees of each of the
foregoing) covenants, represents and warrants that it will not claim ownership
for United States Tax purposes of (or any tax benefits, including depreciation,
with respect to ownership of) the Properties prior to the termination of the
Lease, it being understood that Lessee is and will remain the owner of the
Properties for such income tax or other tax purposes during the term of the
Lease. Nothing in this Section 9.2 shall require any Participant to disclose any
tax returns to Lessee.

         (f) Verification. At Lessee's request, the amount of any indemnity
payment by Lessee pursuant to Section 9.2 or any payment by an Indemnitee to
Lessee pursuant to Section 9.2 shall be verified by the certified public
accountant who regularly prepares the Indemnitee's computations. Notwithstanding
the foregoing, Lessee may request verification by a nationally recognized United
States or international accounting firm selected by the Indemnitee and
reasonably acceptable to Lessee. The person or persons required to perform such
verification (the "Verifier") shall be asked to verify, after consulting with
the Indemnitee, whether the Indemnitee's computations are correct and to report
its conclusions to both Lessee and the Indemnitee. Each of the Lessee and
Indemnitee shall provide Verifier with all information and materials as shall be
reasonably necessary or desirable in connection therewith. The fee of such
Verifier shall be paid by Lessee unless such verification discloses an error
adverse to Lessee of 5% or more of the amount determined by such Verifier, in
which case such fees shall be paid by the applicable Indemnitee. Any information
provided to any Verifier by any Person shall be and remains the exclusive
property of such Person and shall be deemed by the parties to be (and the
Verifier will confirm that it will treat such information as) the private,
proprietary and confidential property of such Person, and no Person other than
the Verifier shall be entitled thereto, and all such materials shall be returned
to such Person. The Verifier shall be requested to make its determination within
thirty (30) days. In the event such Verifier shall determine that such
computations are incorrect, then such Verifier shall determine what it believes
to be the correct computation, and Lessee shall have no right to inspect the
books, records, tax return or other documents (including working papers) of or
relating to such Indemnitee or Affiliate to verify such computations or for any
other purpose.

         SECTION 9.3.  Withholding Tax.


                                      -71-
<PAGE>   79

         (a) On the Initial Advance Date, or in the case of a Person that
actually becomes a Participant after the Initial Advance Date at least thirty
(30) Business Days prior to the first date on which any payment is due hereunder
to such Participant, each Participant that is a Non-U.S. Person shall deliver to
each of Lessee, Lessor and the Conduit (if such Participant is a Liquidity
Purchaser) the Prescribed Forms. If any Participant that is a Non-U.S. Person is
unable to so deliver the Prescribed Forms, Lessee, Lessor or any other
appropriate party shall be entitled to withhold from any payments to such
Participant under this Participation Agreement, and the Conduit shall be
entitled to withhold from any payments to such Participant under the LAPA, such
amounts of Tax as may be required by law to be so withheld, after taking into
account any reduction in the rate of applicable withholding Tax to which such
Participant may establish its eligibility by duly filing an IRS Form W-8BEN or
W-8ECI (or successor form) with Lessee and Lessor, and Lessee and Lessor shall
have no obligation to pay such Participant for any Taxes so withheld, except as
provided in Section 9.3(b).

         (b) If any change occurs after a Non-U.S. Person becomes a Participant
which renders the Prescribed Forms previously delivered by such Participant
inapplicable or, in the case of any Prescribed Form that is not, by its terms,
effective for the Lease Term, which would prevent such Person from duly
completing and delivering any renewal, extension or continuation of a Prescribed
Form previously filed by such Person, such Participant shall promptly (after
obtaining actual knowledge of such change) advise Lessee, Lessor and the Conduit
(if such Participant is a Liquidity Purchaser) that it is no longer capable of
receiving payments without the withholding of United States Tax and that Lessee,
Lessor and the Conduit (if such Participant is a Liquidity Purchaser) are
obligated to withhold United States Tax from payments by them to such
Participant. If any such change involves a change in a treaty, law or regulation
(or a published change in the interpretation or application thereof), Lessee
shall be obligated to pay (provided that during the Construction Period Lessee
shall request an Advance, the proceeds of which shall be used to pay) such
Participant, on an After-Tax Basis, for any United States Tax which must be
withheld from payments made to such Participant under this Participation
Agreement after such Participant notifies Lessee and Lessor of such change, but
only if and to the extent that the obligation to withhold such United States Tax
arises solely by reason of a change in treaty, law, or regulation which takes
effect after the date on which such Participant became a Participant. If an
obligation to pay United States Tax to a Participant arises pursuant to this
Section 9.3(b), Lessee shall have the right to replace such Participant as a
Participant under this Participation Agreement in accordance with the procedures
of Section 8.4 as if such obligation to pay United States Tax to such
Participant were set forth in that portion of the first sentence of Section 8.4
which precedes the proviso therein.

         (c) If and to the extent Lessor (or its agent) has in good faith
attempted to comply with its obligation to withhold Taxes and a claim is made
against it or another Indemnitee, as between the Lessee and Lessor (or its
agent), the Lessee shall be responsible for, and the Lessee shall indemnify and
hold harmless Lessor (or its agent) (without any duplication of indemnification
otherwise required under this Agreement) on an After-Tax Basis against, such
claim to the extent Lessor (or its agent) has paid funds to any Authority with
respect to such withholding taxes or has received a demand therefor (provided
that during the Construction Period Lessee shall request an Advance, the
proceeds of which shall be used to pay such funds).

         (d) Should a Participant ever receive any refund, credit or deduction
from any taxing authority to which such Participant would not be entitled but
for the payment by Lessee of any United States federal, state or local Tax,
pursuant to Section 9.3(b), such Participant thereupon shall repay to Lessee an
amount


                                      -72-
<PAGE>   80

with respect to such refund, credit or deduction equal to any net reduction in
Taxes actually obtained by such Participant which is attributable to such
refund, credit or deduction (but not in excess of the amount of the related
payment paid by Lessee to, or for, the Participant pursuant to Section 9.3(b)).

         (e) Notwithstanding anything herein to the contrary, Lessee shall
indemnify any Indemnitee against any Taxes imposed by way of withholding by a
jurisdiction outside of the United States solely as a result of (i) the payment
by Lessee of any amount pursuant to this Participation Agreement or the other
Operative Documents from, or (ii) the booking by Lessee of some or all of the
transactions contemplated by the Operative Documents in, such jurisdiction.

         SECTION 9.4. Calculation of General Tax Indemnity Payments. (a) Any
payment or indemnity to or for the benefit of any Indemnitee with respect to a
Tax which is subject to indemnification under Section 9.2(a) shall (A) (other
than payment of Taxes to applicable Governmental Authorities) reflect the actual
current net savings available to such Indemnitee or any Affiliate thereof
resulting from the current deduction of such indemnified Tax or the event or
circumstance giving rise thereto (such current net savings to be determined on
an incremental basis after taking into account all other available deductions of
the Indemnitee) and (B) include, after taking into account the savings described
in clause (A), the amount necessary to hold such Indemnitee harmless on an
After-Tax Basis; provided that, at the request of the Lessee, an Indemnitee will
certify to Lessee the extent, if any, to which such Indemnitee was able to use
currently such deduction on its tax return. If, by reason of any payment made to
or for the account of an Indemnitee by Lessee pursuant to Section 9.2, or the
event or circumstance giving rise to such payment, such Indemnitee or an
Affiliate actually realizes a net tax benefit, savings, deduction or credit not
taken into account in computing such payment, such Indemnitee shall promptly pay
to Lessee an amount equal to the sum of (x) the actual net reduction in Taxes,
if any, realized by such Indemnitee or any Affiliate thereof attributable to
such net tax benefits, savings, deduction or credits and (y) the actual net
reduction in any Taxes realized by such Indemnitee or an Affiliate as the result
of any payment made by such Indemnitee pursuant to this sentence; provided that,
no Indemnitee shall be obligated to make any payment pursuant to clause (x) of
this Section 9.4(a) to the extent that the amount of such payment would exceed
(1) the amount of all prior payments of Tax or payments under Section 9.2(c)
paid by Lessee to or on behalf of such Indemnitee pursuant to this Section 9.4
less (2) the amount of all prior payments pursuant to this Section 9.4(a) and
described in clause (x) by such Indemnitee to Lessee; but any such excess shall
reduce pro tanto any amount of Taxes under Section 9.2 that Lessee is
subsequently obligated to pay directly to such Indemnitee (as opposed to
directly to any taxing authority pursuant to the first sentence of Section
9.2(c)) pursuant to this Section 9.4.

         (b) After-Tax Basis. If an Indemnitee shall not be entitled to a
corresponding and equal deduction or deductions for United States Tax purposes
with respect to any payment or Tax which Lessee is required to pay or reimburse
under any other provision of this Article IX (each such payment or reimbursement
an "original payment"), in the same taxable year of such Indemnitee as the year
of inclusion in its taxable income of such "original payment", then Lessee shall
pay (provided that during the Construction Period Lessee shall request an
Advance, the proceeds of which shall be used to pay) to such Indemnitee on
demand the amount of such "original payment" on a grossed-up basis such that
after subtracting all United States Taxes imposed on such Indemnitee with
respect to such "original payment" (determined for this purpose based on the
actual Federal, state and local marginal rates applicable to the Indemnitee for
the year in which such income is taxable as determined in good faith by such
Indemnitee), such payments shall be equal to the "original payment" (net of any
credits, deductions or other tax benefits then actually recognized that arise
from the payment or deemed payment by such Indemnitee of any amount, including


                                      -73-
<PAGE>   81

taxes, for which the payment received or deemed received is made). If an
Indemnitee is subsequently entitled to a corresponding and equal deduction in
the same taxable year as the year of inclusion in its taxable income, such
Indemnitee shall pay to Lessee an amount equal to the amount paid as a gross-up
with respect to such original payment.

         SECTION 9.5. Environmental Indemnity. Without limitation of the other
provisions of this Article IX, Lessee hereby agrees to indemnify, hold harmless
and defend each Indemnitee from and against any and all Claims (including claims
for natural resources damages and third party claims for personal injury or real
or personal property damage), losses, damages, liabilities, fines, penalties,
charges, administrative and judicial proceedings (including informal
proceedings) and orders, judgments, remedial action, requirements, enforcement
actions of any kind, and all reasonable and documented costs and expenses
incurred in connection therewith (including, but not limited to, reasonable and
documented attorneys', paralegals', experts' and/or consultant's fees and
expenses), including, but not limited to, all costs incurred in connection with
any investigation or monitoring of site conditions or any clean-up, remedial,
removal or restoration work by any federal, state or local government agency, or
judicial proceeding, arising in whole or in part, out of

                      (a) the presence on or under either Property of any
         Hazardous Materials, or any releases or discharges, or threatened
         releases or discharges of any Hazardous Materials on, under, from or
         onto either Property whether from historic or future threatened
         releases of Hazardous Materials,

                      (b) any activity, including construction, carried on or
         undertaken on or off either Property, and whether by Lessee or any
         predecessor in title or any employees, agents, contractors or
         subcontractors of Lessee or any predecessor in title, or any other
         Persons (including such Indemnitee), in connection with the handling,
         treatment, removal, storage, decontamination, clean-up, transport or
         disposal of any Hazardous Materials that at any time are located or
         present on or under or that at any time migrate, flow, percolate,
         diffuse or in any way move onto or under either Property,

                      (c) loss of or damage to any property or the environment
         (including clean-up costs, response costs, remediation and removal
         costs, cost of corrective action, costs of financial assurance, fines
         and penalties and natural resource damages), or death or injury to any
         Person, and all expenses associated with the protection of wildlife,
         aquatic species, vegetation, flora and fauna, and any mitigative action
         required by or under Environmental Laws, in each case arising from or
         in any way related to the Land, any Improvements, Lessee or the Overall
         Transaction,

                      (d) with respect to the Land or any Improvements, any
         claim concerning lack of compliance with Environmental Laws, or any act
         or omission causing an environmental condition that requires
         remediation or would allow any Governmental Authority to record a Lien
         on the land records, or

                      (e) any residual contamination on or under the Land, or
         affecting any natural resources, and to any contamination of any
         property or natural resources arising in connection with the
         generation, use, handling, storage, transport or disposal of any
         Hazardous Materials, and irrespective of whether any of such activities
         were or will be undertaken in accordance with Applicable Laws;


                                      -74-
<PAGE>   82

provided, however, Lessee shall not be required to indemnify any Indemnitee
under this Section 9.5 for (1) any Claim to the extent resulting from the
willful misconduct or gross negligence of such Indemnitee, or any Affiliate of
such Indemnitee (it being understood that Lessee shall be required to indemnify
an Indemnitee even if the ordinary (but not gross) negligence of such
Indemnitee, or any Affiliate of such Indemnitee, caused or contributed to such
Claim) or (2) any Claim to the extent attributable to acts or events which occur
after the expiration of the Lease Term or earlier termination of the Lease
(except (A) to the extent fairly attributable to acts, events, liabilities or
damages occurring or accruing prior thereto; (B) Claims arising following the
termination or expiration of the Lease Term so long as Collateral Agent or any
Participant continues to exercise remedies against the Lessee or Guarantor in
respect of the Operative Documents and (C) Claims arising after the expiration
of the Lease Term so long as Lessor is remarketing the Properties (or any
interest therein) in accordance with Section 7.1 of the Lease). It is expressly
understood and agreed that the indemnity provided for herein shall survive the
expiration or termination of, and shall be separate and independent from any
remedy under, the Lease or any other Operative Document.

         SECTION 9.6. Proceedings in Respect of Claims. With respect to any
amount that Lessee is requested by an Indemnitee to pay by reason of Section 9.1
or 9.5, such Indemnitee shall, if so requested by Lessee and prior to any
payment, submit such additional information to Lessee as Lessee may reasonably
request and which is in the possession of such Indemnitee to substantiate
properly the requested payment.

         In case any action, suit or proceeding shall be brought against any
Indemnitee in respect of a Claim covered by Lessee's indemnification
obligations, such Indemnitee shall promptly notify Lessee of the commencement
thereof, and Lessee shall be entitled, at its expense, to participate in, and,
to the extent that Lessee desires to, assume and control the defense thereof;
provided, however, that 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, and provided, further, that 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, (x) such action, suit or proceeding involves any risk of imposition
of criminal liability or creates a material risk of the sale, loss or forfeiture
of either Property or impairs in any way the payment of Base Rent or
Supplemental Rent or the Lien of the Mortgage or gives rise to the creation of
any Lien other than a Permitted Lien with respect to the Properties or any
portion thereof or (y) the control of such action, suit or proceeding would
involve an actual or potential conflict of interest (as set forth in a written
legal opinion of independent counsel to such Indemnitee (based on factual
determinations set forth in a certificate furnished by such Indemnitee to its
counsel, upon which certificate counsel to such Indemnitee may rely), which
opinion shall be reasonably satisfactory to Lessee) or (B) such proceeding
involves material Claims not fully indemnified by Lessee which Lessee and the
Indemnitee have been unable to sever from the indemnified claim(s). The
Indemnitee will join in Lessee's efforts to sever such action. The Indemnitee
may participate in a reasonable manner at its own expense with its own counsel
in any proceeding conducted by Lessee in accordance with the foregoing. Lessee
may enter into any settlement or other compromise on behalf of the Indemnitee
with respect to any Claim which is entitled to be indemnified under Section 9.1
or 9.5, and which Lessee has acknowledged its obligation to indemnify, without
the prior written consent of the Indemnitee, except as to any settlement or
compromise requiring an admission of wrongdoing or liability of such Indemnitee.
Further, notwithstanding anything to the contrary contained in this
Participation Agreement, Lessee shall have no liability to an Indemnitee to the
extent that such liability derives (directly or indirectly) from a contractual
indemnity given by such Indemnitee to any other Person,


                                      -75-
<PAGE>   83

other than (x) any Person who otherwise qualifies as an "Indemnitee" under the
definition thereof, (y) the Agents or (z) pursuant to the Operative Documents.

         Each Indemnitee shall, at the sole expense of Lessee (provided that
during the Construction Period Lessee shall request an Advance, the proceeds of
which shall be used to pay such expenses), supply to Lessee such information,
documents and the identity of witnesses reasonably requested by Lessee as are
necessary or advisable for Lessee to participate in any action, suit or
proceeding to the extent permitted by this Section 9.6 and which are reasonably
available to such Indemnitee. Unless a Lessee Event of Default or Construction
Agency Event of Default or any other Event of Default caused by a Lease Default
or Construction Agency Default has occurred and is continuing, no Indemnitee
shall enter into any settlement or other compromise with respect to any Claim
which is entitled to be indemnified under Section 9.1 or 9.5 without the prior
written consent of Lessee, which consent shall not be unreasonably withheld,
unless such Indemnitee waives its right to be indemnified under Section 9.1 or
9.5 with respect to such Claim.

         Upon payment in full of any Claim by Lessee pursuant to Section 9.1 or
9.5 to or on behalf of an Indemnitee, 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 Lessee and give such further
assurances as are necessary or advisable to enable Lessee vigorously to pursue
such claims.

         Any amount payable to an Indemnitee pursuant to Section 9.1 or 9.5
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.

         Any Construction Agency Indemnitee shall be deemed an "Indemnitee" for
purposes of this Section 9.6.

         SECTION 9.7. Additional Costs; Capital Adequacy. Lessee shall pay
(provided that during the Construction Period Lessee shall request an Advance,
the proceeds of which shall be used to pay) the following amounts ("Increased
Costs"):

         (a) Additional Costs. In the event that any change after the date of
this Agreement in Applicable Laws or in the interpretation thereof by any
governmental authority charged with the administration thereof imposes any
reserve, special deposit or similar requirement against assets of, deposits with
or for the account of, or credit extended by, any Participant, and the result of
any of the foregoing is to increase the cost to such Participant of making or
maintaining such Participant's Loans or Investor Amounts by an amount which such
Participant deems to be material, then such Participant may, promptly upon
becoming aware of such additional cost, notify Lessee and thereafter Lessee
shall either (i) pay to such Participant upon its demand the additional amount
or amounts necessary to compensate such Participant for such additional cost
accruing from and after the date of notice, or (ii) cause the replacement of
such Participant in accordance with Section 8.4. If Lessee determines to replace
such Participant, the Participant shall be entitled to reasonable compensation
for such additional cost from the date of notice through and including the date
of the replacement of the applicable Participant.


                                      -76-
<PAGE>   84

         (b) Capital Adequacy. In the event that any change after the date of
this Agreement in Applicable Laws regarding capital adequacy or in the
interpretation thereof by any governmental authority charged with the
administration thereof does or shall have the effect of reducing the rate of
return on a Participant's capital as a consequence of its obligations hereunder
to a level below that which such Participant could have achieved but for such
change or interpretation (to the extent such change or interpretation has not
been reflected in the pricing of such Participant's Loans or Investor Amounts
and taking into consideration such Participant's policies with respect to
capital adequacy) by an amount deemed by such Participant to be material, then
such Participant may, promptly upon becoming aware of such reduced return,
notify Lessee thereof and thereafter Lessee shall (i) pay to such Participant
upon its demand the additional amount or amounts necessary to compensate such
Participant for such reduced return accruing from and after the date of notice,
or (ii) cause the replacement of such Participant in accordance with Section
8.4. If Lessee determines to replace such Participant, the Participant shall be
entitled to reasonable compensation for such reduced return from the date of
notice through and including the date of the replacement of the applicable
Participant.

         SECTION 9.8. Illegality. If at any time any Participant or its
applicable lending office shall have determined in good faith (which
determination shall be conclusive) that the making or maintenance of Eurodollar
Loans has been made impracticable or unlawful because of compliance by such
Participant in good faith with any law or the administration thereof by any
official body charged with the interpretation or administration thereof or
because U.S. dollar deposits in the amount and maturity of the Eurodollar Loans
are not generally available in the London Eurodollar interbank market, then such
Participant shall forthwith give Lessee and Collateral Agent notice thereof and
the obligation to continue the Eurodollar Loans shall terminate and Lessee
shall, at its option, convert the outstanding Eurodollar Loans into ABR Loans or
prepay the Eurodollar Loans, such conversion or prepayment to become due, in the
case of impracticability, on the last day of the Interest Period in effect at
the time notice of impracticability is given and, in the case of illegality, on
the last day of the last Interest Period to end prior to the effectiveness of
the applicable change in law or such earlier date as may be required by the
relevant law or regulation.

         SECTION 9.9. Compensation. In the event that Lessee funds directly or
indirectly a prepayment of any Loan or Investor Amount on a day other than the
last day of an Interest Period, or in the event a Loan or Investor Amount is not
made on the Advance Date specified therefor (other than as a result of a default
by such Participant), or a Loan or Investor Amount is assigned on a day other
than the last day of an Interest Period pursuant to Section 8.4 (other than as a
result of a default by such Participant), Lessee shall pay (provided that during
the Construction Period Lessee shall request an Advance, the proceeds of which
shall be used to pay) to a Participant upon its demand an amount which will
compensate such Participant for any loss or expense incurred as a result of any
such event in respect of funds obtained for the purpose of making or maintaining
such Loan or Investor Amount (but not for any loss of profit in respect of any
such event), provided, that payments under this Section 9.9 shall not be due to
any Person entitled to payment by reason of Section 2.2.6(c).

         SECTION 9.10. Obligations of Lessee to Pay Certain Amounts. During the
Construction Period, the Lessee shall request Advances to pay (and Collateral
Agent shall pay out of such Advances, as directed below), and during the Lease
Term, the Lessee shall pay as Supplemental Rent under the Lease, all amounts
described in this Section 9.10.

                      (a) Liquidity Agent and Chase Fees. To Bank of America for
         its own account, the fees agreed to in the Liquidity Agent Fee Letter
         for services rendered as Liquidity Agent, and to


                                      -77-
<PAGE>   85

         Chase for its own account, the fees agreed to in the Chase Fee Letter
         for services rendered as Collateral Agent and Depositary, in each case
         at the times and in the amounts provided therein.

                      (b) Upfront Fees. To the Liquidity Agent for the account
         of each Liquidity Purchaser and each Investor, the Upfront Fees on the
         Initial Advance Date.

                      (c) Program Fees. To the Administrator for its own
         account, the fee agreed to in the Conduit Fee Letter.

                      (d) Other Fees. To the Collateral Agent, the
         Administrative Agent, or the Liquidity Agent, as the case may be, for
         the benefit of the parties to which the fees are owed, the following
         fees, at the times and in the amounts specified therein: (i) all fees
         payable by Lessee to such Agents under the Lease, and (ii) all fees,
         expenses or indemnities payable by HSFC to (x) the Administrative Agent
         under the Commercial Paper Placement Agreement (HSFC), the Management
         Agreement or, the Administration Agreement, (y) the Depositary under
         the Depositary Agreement, and (z) the Manager, for its own account, all
         fees, costs and expenses payable to it under the Management Agreement;
         all payments made under this Section 9.10(d) shall be distributed in
         accordance with Section 10.9(b).

                      (e) Facility Fees. To the Liquidity Agent for the account
         of the Liquidity Purchasers, the Facility Fees on each Scheduled
         Payment Date.

         SECTION 9.11. Indemnity Payments in Addition to Lease Obligations.
Lessee acknowledges and agrees that its obligations to make indemnity payments
under this Article IX are separate from, in addition to, and do not reduce, its
obligation to pay Base Rent or any other payment required hereunder or the Lease
in accordance with the provisions hereof.

         SECTION 9.12. Certificate, Allocation of Costs. Any Participant
demanding payment pursuant to Section 9.7 or 9.9 shall provide to Lessee a
certificate, signed by an officer of such Participant, setting forth the amount
required to be paid by Lessee and the computations made by such Participant to
determine such amount.

         SECTION 9.13. Right to Prepay. In the event Lessee shall be required to
make any payment to any Participant pursuant to Section 9.7, Lessee shall have
the right, upon not less than three Business Days' prior notice to such
Participant, to cause Lessor to convert the B Loans or Investor Amount so
affected to loans bearing interest by reference to ABR.

         SECTION 9.14. Mitigation. Each Participant will use reasonable efforts
to avoid or mitigate any increased cost, reduced receivable or obligation to
prepay under Sections 9.7 or 9.8 to the greatest extent practicable (including
transferring the Loans or Investor Amounts, as applicable, to another applicable
lending office or Affiliate of such Participant) unless, in the sole opinion of
such Participant, such efforts would be likely to have a significantly adverse
effect upon it.

                                    ARTICLE X

                  DISTRIBUTIONS OF PAYMENTS AND GROSS PROCEEDS


                                      -78-
<PAGE>   86

         In order to provide for the priority and allocation of payments
received from Lessee, Gross Sales Proceeds and the proceeds of the exercise of
remedies by Ground Lessee, Lessor, any Agent or any of the Participants pursuant
to the Lease and the Security Documents, the parties hereto agree as follows:

         SECTION 10.1. Agreement of Collateral Agent and Participants. Pursuant
to the Security Agreement, the Assignment of Leases and the other Security
Documents, all of the payments (other than the Excluded Amounts) payable by
Lessee to Lessor under the Lease or the Construction Agency Agreement or payable
by Ground Lessee to the Lenders under the Conduit Notes, the Facility Notes, the
Conduit Loan Agreement, the HSFC Note, the HSFC Loan Agreement or payable by GS
to Lessee under the GS Demand Note or payable by Lessor to Lenders under the
Lessor Guaranty, or any payments under this Participation Agreement or any other
Operative Documents have been assigned to the Collateral Agent for the benefit
of the Lenders, Ground Lessee, Lessor and/or Investors, as applicable. Except as
otherwise provided in Section 10.2 or Section 10.8, the Collateral Agent hereby
agrees to deposit all such payments, receipts and other consideration of any
kind whatsoever (other than Excluded Amounts) received by the Collateral Agent
pursuant to the Security Agreement, the Assignment of Leases and any other
Security Document in the form received into the Cash Collateral Account or, if
required for the distributions set forth in this Article X, the Cash Collateral
Subaccount (Conduit) or the Cash Collateral Subaccount (HSFC), as applicable,
other than any such payments received after the Lease Term Expiration Date which
shall be distributed by the Collateral Agent, upon receipt, in accordance with
this Article X. The Collateral Agent shall make withdrawals from the Cash
Collateral Account the Cash Collateral Subaccount (Conduit) or the Cash
Collateral Subaccount (HSFC) pursuant to the requirements of this Article X and
the provisions of the Security Agreement and distribute such amounts to each
Participant or other Person entitled thereto under this Article X (it being
understood that any such payment received on a timely basis in accordance with
the provisions of the Lease, this Participation Agreement and the other
Operative Documents shall be distributed by the Collateral Agent on the same
Business Day as received to the extent practicable).

         SECTION 10.2. Base Rent. Subject to Section 10.8, each payment of Base
Rent (and any payment of interest on overdue installments of Base Rent) shall be
made by Lessee to the Cash Collateral Account and withdrawn and distributed by
the Collateral Agent in accordance with Section 3.4 of the Lease as follows:

                      first, an amount equal to HSFC Base Rent shall be
         distributed to the Commercial Paper Account of HSFC to pay in full
         interest then due and owing on HSFC Loans in accordance with the terms
         of the HSFC Loan Agreement, and

                      second, an amount equal to Conduit Base Rent shall be
         distributed to the Commercial Paper Account of the Conduit to pay in
         full interest then due and owing on B Loans in accordance with the
         terms of the Conduit Loan Agreement, and

                      third, an amount equal to the Investor Base Rent shall be
         distributed to each Investor to pay in full all accrued but unpaid
         Yield on the Investor Amounts then due and owing on such day (together
         with any overdue interest thereon).

         SECTION 10.3. Purchase Payments by Lessee. Any payment on any day
(other than payments with respect to Excluded Amounts and Base Rent) made by
Lessee pursuant to the Lease in connection


                                      -79-
<PAGE>   87

with the purchase of the Properties in connection with Lessee's exercise of its
Purchase Option under Section 5.1 of the Lease or Section 2.5(a)(viii) of the
Construction Agency Agreement shall be made by Lessee to the Cash Collateral
Account and withdrawn and distributed by the Collateral Agent as follows:

                      (a) to the Commercial Paper Account of HSFC to repay in
         full the outstanding principal amount of the HSFC Loans, together
         without duplication for payments made under Section 10.2, with all
         accrued and unpaid interest thereon,

                      (b) to the Liquidity Purchasers to pay in full the
         aggregate outstanding principal amount of the Facility Loans, together
         without duplication for payments made under Section 10.2, with all
         accrued and unpaid interest thereon,

                      (c) to the Commercial Paper Account of the Conduit to
         repay in full the outstanding principal amount of all remaining B
         Loans, together without duplication for payments made under Section
         10.2, with all accrued and unpaid interest thereon,

                      (d) to each Investor to pay in full the Investor Amounts,
         together without duplication for amounts paid under Section 10.2, with
         all accrued and unpaid Yield on the Investor Contributions.

         SECTION 10.4.  Recourse Amounts.

         (a) Construction Period Maximum Guaranty Amount, Etc. Any payment on
any day of all or a portion of the Construction Period Maximum Guaranty Amount
or the Permitted Lease Balance (and concurrently therewith, the repayment of the
GS Demand Note by GS ) shall be deposited in the Cash Collateral Account and
shall be withdrawn and distributed by the Collateral Agent in the following
order of priority:

                      first, to the Commercial Paper Account of HSFC to repay in
         full the outstanding principal amount of the HSFC Loans,

                      second, the balance, if any, to the Liquidity Purchasers
         to pay in full the outstanding principal amount of the B Loans then
         held by the Liquidity Purchasers (provided that to the extent all
         amounts pursuant to this clause second are insufficient to pay all
         principal then due and owing on such day to each Liquidity Purchaser in
         full, such amounts shall be distributed to each Liquidity Purchaser in
         accordance with such Liquidity Purchaser's pro rata share thereof based
         on the amounts of principal then due and owing to each Liquidity
         Purchaser),

                      third, the balance, if any, to be deposited in the
         Commercial Paper Account of the Conduit to repay in full the
         outstanding principal amount of Conduit Loans held by the Conduit,

                      fourth, the balance, if any, to be distributed to each
         Investor to pay in full the Investor Amounts, (provided that in the
         event that the amounts distributed pursuant to this clause fourth are
         insufficient to pay the Investor Amounts in full, such amounts shall be
         distributed to each Investor in accordance with such Investor's
         Percentage Share),


                                      -80-
<PAGE>   88
                      fifth, the balance, if any, to be distributed to any
         Person entitled thereto as payment of any obligation of Lessee under
         the Operative Documents, and

                      sixth, the balance, if any, to be distributed to Lessee.

         (b) Residual Value Guaranty Amount, Etc. Any payment on any day of all
or a portion of the Residual Value Guaranty Amount or the Permitted Lease
Balance (and concurrently therewith, the repayment by GS of the GS Demand Note)
shall be deposited in Cash Collateral Account and shall be withdrawn and
distributed by the Collateral Agent in the following order of priority:

                      first, to the Commercial Paper Account of HSFC to repay in
         full the outstanding principal amount of the HSFC Loans,

                      second, the balance, if any, to the Liquidity Purchasers
         to pay in full the outstanding principal amount of the B Loans then
         held by the Liquidity Purchasers, (provided that to the extent all
         amounts pursuant to this clause second are insufficient to pay all
         principal then due and owing on such day to each Liquidity Purchaser in
         full, such amounts shall be distributed to each Liquidity Purchaser in
         accordance with such Liquidity Purchaser's pro rata share thereof based
         on the amounts of principal then due and owing to each Liquidity
         Purchaser),

                      third, the balance, if any, to be deposited in the
         Commercial Paper Account of the Conduit to repay in full the
         outstanding principal amount of Conduit Loans held by the Conduit,

                      fourth, the balance, if any, to be distributed to each
         Investor to pay in full the Investor Amounts, (provided that in the
         event that the amounts distributed pursuant to this clause fourth are
         insufficient to pay the Investor Amounts in full, such amounts shall be
         distributed to each Investor in accordance with such Investor's
         Percentage Share),

                      fifth, the balance, if any, to be distributed to any
         Person entitled thereto as payment of any obligation of Lessee under
         the Operative Documents, and

                      sixth, the balance, if any, to be distributed to Lessee.

         (c) No Application of Recourse Amounts to Force Majeure Losses. No
proceeds of the Construction Period Maximum Guaranty Amount or the Residual
Value Guaranty Amount shall be used to pay any amounts included in the Lease
Balance that are not includable in the Permitted Lease Balance. To the extent
that either of the Construction Period Maximum Guaranty Amount or the Residual
Value Guaranty Amount exceeds the Permitted Lease Balance, such excess in either
case shall not be payable by Lessee (except from the proceeds of a sale of the
Properties to the extent provided in Article X).

         SECTION 10.5. Gross Sale Proceeds. Any payments received by the
Collateral Agent as Gross Sale Proceeds from the sale of the Properties pursuant
to Section 7.1 of the Lease shall be deposited to the Cash Collateral Account
upon the date such payment is due and distributed by the Collateral Agent, upon
receipt thereof, in the following order of priority (subject to Section 10.15):


                                      -81-
<PAGE>   89

                      first, so much of such payment or amount as shall be
         required to reimburse Lessee, Lessor, the Collateral Agent, the
         Liquidity Agent, the Administrator and any other Participant for any
         Remarketing Sale Expenses incurred by such Person in connection with
         such disposition,

                      second, the balance, if any, in an amount equal to the
         excess, if any, of the Permitted Lease Balance over the Residual Value
         Guaranty Amount to the extent actually paid, shall be distributed:

                           (i) first, to the Liquidity Purchasers to pay
                      outstanding principal amounts of the B Loans then held by
                      the Liquidity Purchasers, to the extent the proceeds of
                      such B Loans were not expended in accordance with an
                      Advance Request to fund a Force Majeure Loss (provided
                      that to the extent all amounts pursuant to this clause
                      second (i) are insufficient to pay all principal then due
                      and owing on such day on such B Loans to each Liquidity
                      Purchaser in full, such amounts shall be distributed to
                      each Liquidity Purchaser in accordance with such Liquidity
                      Purchaser's pro rata share thereof based on the amounts of
                      principal then due and owing to each Liquidity Purchaser),

                           (ii) second, the balance, if any, to be deposited in
                      the Commercial Paper Account of the Conduit to repay in
                      full the outstanding principal amount of all remaining B
                      Loans, to the extent the proceeds of such B Loans were not
                      expended in accordance with an Advance Request to fund a
                      Force Majeure Loss,

                           (iii) third, the balance, if any, to be deposited in
                      the Commercial Paper Account of HSFC to repay in full the
                      outstanding principal amount of the HSFC Loans,

                           (iv) fourth, the balance, if any, to be distributed
                      to each Investor to pay in full the Investor Amounts, to
                      the extent the proceeds of such Investor Amounts were not
                      expended in accordance with an Advance Request to fund a
                      Force Majeure Loss (provided that if the amounts
                      distributed pursuant to this clause second (iv) are
                      insufficient to pay such Investor Contributions in full,
                      such amounts shall be distributed to each Investor in
                      accordance with such Investor's Percentage Share),

                      third, the balance, if any, to Lessee to pay in full the
         Residual Value Guaranty Amount to the extent previously paid by Lessee,

                      fourth, the balance, if any, shall be distributed:

                           (i) first, to the Liquidity Purchasers to pay in full
                      the outstanding principal amount of the B Loans then held
                      by the Liquidity Purchasers (provided that to the extent
                      all amounts pursuant to this clause fourth (i) are
                      insufficient to pay all principal then due and owing on
                      such day to each Liquidity Purchaser in full, such amounts
                      shall be distributed to each Liquidity Purchaser in
                      accordance with such Liquidity Purchaser's pro rata share
                      thereof based on the amounts of principal then due and
                      owing to each Liquidity Purchaser),


                                      -82-
<PAGE>   90

                           (ii) second, the balance, if any, to be deposited in
                      the Commercial Paper Account of the Conduit to repay in
                      full the outstanding principal amount of all remaining B
                      Loans,

                           (iii) third, the balance, if any, to be deposited in
                      the Commercial Paper Account of HSFC to repay in full the
                      outstanding principal amount of the HSFC Loans,

                           (iv) fourth, the balance, if any, to be distributed
                      to each Investor to pay in full the Investor Amounts
                      (provided that if the amounts distributed pursuant to this
                      clause fourth (iv) are insufficient to pay the Investor
                      Contributions in full, such amounts shall be distributed
                      to each Investor in accordance with such Investor's
                      Percentage Share), and

                      fifth, the balance, if any, shall be distributed to Lessee
         to the extent permitted by Section 10.11.

         SECTION 10.6. Supplemental Rent. Any payment of Supplemental Rent
received by the Collateral Agent for which no provision as to the application
thereof is made elsewhere in this Article X shall be withdrawn from the Cash
Collateral Account on the date such payment is due and distributed immediately
by the Collateral Agent upon receipt thereof to the Persons entitled thereto
pursuant to the Operative Documents.

         SECTION 10.7. Excluded Amounts. Notwithstanding any other provision of
this Participation Agreement or the Operative Documents, any Excluded Amounts
received at any time by the Collateral Agent or any Participant shall be
distributed promptly to the Person entitled to receive such Excluded Amount
pursuant to the Operative Documents.

         SECTION 10.8. Distribution of Payments After Construction Agency Event
of Default or Lease Event of Default. Notwithstanding any other provision of
this Article X, but subject to Section 10.15, all payments (other than amounts
distributable pursuant to Section 10.6 or 10.7) received and amounts realized by
Lessee, the Collateral Agent, the Liquidity Agent, HSFC, the Conduit, the Ground
Lessee or Lessor after a Construction Agency Event of Default or Lease Event of
Default has occurred and is continuing, including Gross Sale Proceeds from the
sale of any of the Properties or other collateral, proceeds of any amounts from
any insurer or any Authority in connection with any loss, casualty or
condemnation, shall be immediately paid to the Collateral Agent and shall be
immediately distributed by the Collateral Agent (which shall forgo deposit of
such payments into the Cash Collateral Account), together with any amounts
withdrawn from the Cash Collateral Account, as follows:

         (a) Receipt of Construction Period Maximum Guaranty Amount, Proceeds
from Collateral and Other Amounts. If, on any date after a Construction Agency
Event of Default has occurred and is continuing, a payment is made of (A) all or
a portion of the Construction Period Maximum Guaranty Amount or (B) any other
amount (other than a payment of the Permitted Lease Balance), including proceeds
from the sale of Collateral, then, with respect to amounts described in clause
(A), such amount shall be or shall have been distributed in accordance with
Section 10.4, and with respect to amounts described in clause (B), then
distributions of such amounts shall be in the following order of priority:


                                      -83-
<PAGE>   91

                      first, so much of such payment or amount as shall be
         required to reimburse the Collateral Agent, the Trust, the Trustee, the
         Trust Company, Liquidity Agent, Investors, HSFC, the Conduit, the
         Liquidity Purchasers, the Ground Lessee or Lessor for any taxes,
         expenses, fees, indemnities or other losses incurred by the Collateral
         Agent, the Trust, the Trustee, the Trust Company, Liquidity Agent,
         HSFC, the Conduit, the Liquidity Purchasers, the Ground Lessee or
         Lessor under the Operative Documents or in connection with the
         collection of such amounts (to the extent not previously reimbursed)
         shall be distributed to the Collateral Agent, the Trust, the Trustee,
         the Trust Company, HSFC, the Conduit, the Liquidity Purchasers, the
         Ground Lessee or Lessor, as applicable (to be divided among such
         parties pro rata to the extent insufficient to satisfy all claims),

                      second, the balance, if any, in an amount equal to the
         excess, if any, of the Permitted Lease Balance over the Construction
         Period Maximum Guaranty Amount to the extent actually paid shall be
         distributed:

                           (i) first, to the Liquidity Purchasers to pay
                      outstanding principal amounts of the B Loans then held by
                      the Liquidity Purchasers, to the extent the proceeds of
                      such B Loans were not expended in accordance with an
                      Advance Request to fund a Force Majeure Loss, together
                      with accrued interest thereon (provided that to the extent
                      all amounts pursuant to this clause second (i) are
                      insufficient to pay all principal then due and owing on
                      such day to each Liquidity Purchaser in full, such amounts
                      shall be distributed on such B Loans to each Liquidity
                      Purchaser in accordance with such Liquidity Purchaser's
                      pro rata share thereof based on the amounts of principal
                      then due and owing to each Liquidity Purchaser),

                           (ii) second, the balance, if any, to be deposited in
                      the Commercial Paper Account of the Conduit to repay in
                      full the outstanding principal amount of all remaining B
                      Loans, to the extent the proceeds of such B Loans were not
                      expended in accordance with an Advance Request to fund a
                      Force Majeure Loss, together with accrued interest
                      thereon,

                           (iii) third, the balance, if any, to be deposited in
                      the Commercial Paper Account of HSFC to repay in full the
                      outstanding principal amount of the HSFC Loans, together
                      with accrued interest thereon,

                           (iv) fourth, the balance, if any, to be distributed
                      to each Investor to pay in full the Investor Amounts, to
                      the extent the proceeds of such Investor Amounts were not
                      expended in accordance with an Advance Request to fund a
                      Force Majeure Loss, together with accrued Yield thereon
                      (provided that if the amounts distributed pursuant to this
                      clause second (iv) are insufficient to pay such Investor
                      Contributions in full, such amounts shall be distributed
                      to each Investor in accordance with such Investor's
                      Percentage Share),

                      third, the balance, if any, to Lessee to repay in full the
         Construction Period Maximum Guaranty Amount, but only to the extent
         previously paid by Lessee,

                      fourth, the balance, if any, shall be distributed:


                                      -84-
<PAGE>   92

                           (i) first, to the Liquidity Purchasers to pay in full
                      the outstanding principal amount of the B Loans then held
                      by the Liquidity Purchasers, together with accrued
                      interest thereon (provided that to the extent all amounts
                      pursuant to this clause fourth (i) are insufficient to pay
                      all principal then due and owing on such day to each
                      Liquidity Purchaser in full, such amounts shall be
                      distributed to each Liquidity Purchaser in accordance with
                      such Liquidity Purchaser's pro rata share thereof based on
                      the amounts of principal then due and owing to each
                      Liquidity Purchaser),

                           (ii) second, the balance, if any, to be deposited in
                      the Commercial Paper Account of the Conduit to repay in
                      full the outstanding principal amount of all remaining B
                      Loans, together with all accrued interest thereon,

                           (iii) third, the balance, if any, to be deposited in
                      the Commercial Paper Account of HSFC to repay in full the
                      outstanding principal amount of the HSFC Loans, together
                      with all accrued interest thereon,

                           (iv) the balance, if any, to be distributed to each
                      Investor to pay in full the Investor Amounts, together
                      with all accrued Yield thereon (provided that if the
                      amounts distributed pursuant to this clause fourth (iv)
                      are insufficient to pay the Investor Contributions in
                      full, such amounts shall be distributed to each Investor
                      in accordance with such Investor's Percentage Share), and

                      fifth, the balance, if any, shall be distributed to Lessee
         to the extent permitted by Section 10.11.

         (b) Receipt of Permitted Lease Balance, Proceeds from Collateral and
Other Amounts. If, on any date after a Construction Agency Event of Default or
Lease Event of Default has occurred and is continuing, a payment is made of (A)
all or a portion of the Permitted Lease Balance or (B) any other amount,
including proceeds from the sale of Collateral, then, with respect to amounts
described in clause (A), such amount shall be or shall have been distributed in
accordance with Section 10.4, and with respect to amounts described in clause
(B), then distributions of such amounts shall be in the following order of
priority:

                      first, so much of such payment or amount as shall be
         required to reimburse the Collateral Agent, the Trust, the Trustee, the
         Trust Company, Liquidity Agent, Investors, HSFC, the Conduit, the
         Liquidity Purchasers, the Ground Lessee or Lessor for any taxes,
         expenses, fees, indemnities or other losses incurred by the Collateral
         Agent, the Trust, the Trustee, the Trust Company, Liquidity Agent,
         HSFC, the Conduit, the Liquidity Purchasers, the Ground Lessee or
         Lessor under the Operative Document or in connection with the
         collection of such amounts (to the extent not previously reimbursed)
         shall be distributed to the Collateral Agent, the Trust, the Trustee,
         the Trust Company, HSFC, the Conduit, the Liquidity Purchasers, the
         Ground Lessee or Lessor, as applicable (to be divided among such
         parties pro rata to the extent insufficient to satisfy all claims),

                      second, the balance, if any, to Lessee to repay in full
         the Permitted Lease Balance, but only to the extent previously paid by
         Lessee,


                                      -85-
<PAGE>   93

                      third, the balance, if any, shall be distributed:

                           (i) first, to the Liquidity Purchasers to pay in full
                      the outstanding principal amount of the B Loans then held
                      by the Liquidity Purchasers, together with all accrued
                      interest thereon (provided that to the extent all amounts
                      pursuant to this clause third (i) are insufficient to pay
                      all principal then due and owing on such day to each
                      Liquidity Purchaser in full, such amounts shall be
                      distributed to each Liquidity Purchaser in accordance with
                      such Liquidity Purchaser's pro rata share thereof based on
                      the amounts of principal then due and owing to each
                      Liquidity Purchaser),

                           (ii) second, the balance, if any, to be deposited in
                      the Commercial Paper Account of the Conduit to repay in
                      full the outstanding principal amount of all remaining B
                      Loans, together with accrued interest thereon,

                           (iii) third, the balance, if any, to be deposited in
                      the Commercial Paper Account of HSFC to repay in full the
                      outstanding principal amount of the HSFC Loans, together
                      with all accrued interest thereon,

                           (iv) fourth, the balance, if any, to be distributed
                      to each Investor to pay in full the Investor Amounts,
                      together with accrued Yield thereon (provided that if the
                      amounts distributed pursuant to this clause third (iv) are
                      insufficient to pay the Investor Contributions in full,
                      such amounts shall be distributed to each Investor in
                      accordance with such Investor's Percentage Share),

                      fourth, the balance, if any, of such payment or amounts
         remaining thereafter shall be promptly distributed to, or as directed
         by, Lessor pursuant to the Operative Documents, to other obligations of
         Lessee under the Operative Documents, and

                      fifth, the balance, if any, shall be distributed to
         Lessee.

         SECTION 10.9.  Other Payments.

         (a)  Except as otherwise provided in Sections 10.2, 10.3, 10.8 and
clause (b) or (c) below,

                      (i) any payment received by the Collateral Agent for which
         no provision as to the application thereof is made in the Operative
         Documents or elsewhere in this Article X, and

                      (ii) all payments and amounts received by the Collateral
         Agent under the Lease or otherwise with respect to the Collateral,

shall be withdrawn from the Cash Collateral Account and distributed forthwith by
the Collateral Agent in the order of priority set forth in Section 10.3 (in the
case of any payment described in clause (i) above) or in Section 10.8(b) hereof
(in the case of any payment described in clause (ii) above).

         (b) Except as otherwise provided in Sections 10.2, 10.3 and 10.8 hereof
and except after a Lease Event of Default has occurred and is continuing, any
payment received by the Collateral Agent for which provision as to the
application thereof is made in an Operative Document but not elsewhere in this


                                      -86-
<PAGE>   94

Article X shall be withdrawn from the Cash Collateral Account and distributed
forthwith by the Collateral Agent to the Person and for the purpose for which
such payment was made in accordance with the terms of such Operative Document.

         (c) Except as provided in Section 10.8 hereof, any payment received by
the Collateral Agent representing amounts paid to Lessor pursuant to Section
14.2(b)or 14.4(b) of the Lease shall be withdrawn from the Cash Collateral
Account and distributed forthwith by the Collateral Agent in the order of
priority set forth in Section 10.4(a) hereof.

         (d) Any payment received by the Collateral Agent in respect of
Construction Period Accrued Interest, Construction Period Accrued Yield or
Construction Period Fees shall be withdrawn from the Cash Collateral Account and
distributed forthwith by the Collateral Agent to the Participant entitled
thereto in accordance with Section 2.2.7.

         SECTION 10.10. Order of Application. To the extent any payment made to
any Liquidity Purchaser or Investor pursuant to Section 10.3 or 10.8 is
insufficient to pay in full the Loans or the Investor Amount, as the case may
be, of such Person, then each such payment shall first be applied to overdue
interest, then to accrued interest or Yield and then to principal or Investor
Amount, as applicable.

         SECTION 10.11. Remaining Funds. Upon the termination or expiration of
the Commitments and the payment in full of (i) the Conduit Loans, the HSFC
Loans, the Facility Loans, the Commercial Paper Notes, the Investor Amounts and
all accrued and unpaid interest and Yield, and (ii) all other amounts owing by
Lessee to any Person under the Operative Documents, all remaining moneys in the
Cash Collateral Account shall be paid to Lessee, and Lessee shall not be
entitled to receive any amounts from the Cash Collateral Account until such
time, except as expressly provided in this Article X.

         SECTION 10.12. Time of Payment. Except as otherwise provided in the
Operative Documents, each payment due from Lessee under the Operative Documents
shall be made in immediately available funds prior to 12 noon, New York City
time on the date when due in immediately available funds consisting of lawful
currency of the United States of America, unless such date shall not be a
Business Day, in which case payment shall be made on the next succeeding
Business Day. Except as otherwise provided in the Operative Documents, payments
received after 12 noon, New York City time shall be deemed received on the next
succeeding Business Day.

         SECTION 10.13. [Reserved].

         SECTION 10.14. Payments Under Guaranty. All amounts paid under the
Guaranty shall be applied in the same manner and priority as the underlying
obligations of Lessee and Construction Agent.

         SECTION 10.15. Priority of HSFC Upon Decrease in Recourse Amounts;
Payments to HSFC.

         (a) Notwithstanding any other provision hereof, if (x) the Lease
Balance exceeds the Permitted Lease Balance and (y) there has been a decrease in
the Construction Period Maximum Guaranty Amount or the Residual Value Guaranty
Amount as a result of a Force Majeure Loss, then to the extent of such decrease
HSFC shall be entitled to priority of distribution ahead of any distribution by
the Collateral Agent in respect of principal amounts owed, interest or Yield on
B Loans or Investor Amounts pursuant to Section 10.3,10.5 or 10.8, as
applicable.


                                      -87-
<PAGE>   95

         (b) All payments to HSFC required by this Participation Agreement which
are not required to be made to the Commercial Paper Account of HSFC shall be
made to the HSFC Operating Account.


                                   ARTICLE XI

             LESSEE DIRECTIONS; RECOURSE DURING CONSTRUCTION PERIOD

         SECTION 11.1. Lessee Directions. Notwithstanding anything to the
contrary contained in the Operative Documents, Lessor, Ground Lessee and the
Participants agree that, so long as no Event of Default has occurred and is
continuing which has caused the acceleration of the maturity of the Loans and
the termination of the Commitments and HSFC's right to issue Commercial Paper
Notes:

         (a) Lessee shall have the right to give all borrowing notices and
prepayment notices pursuant to the HSFC Loan Agreement, the Conduit Loan
Agreement and to instruct the Administrative Agent as to all notices to be given
by the Administrative Agent relating to the issuance of the Commercial Paper
Notes of HSFC pursuant to the Commercial Paper Documents of HSFC;

         (b) Lessee shall have the right to give Extension Option Requests
pursuant to Section 8.5 of this Participation Agreement and to give notice of
the Extension Date pursuant to Section 3.6 of the LAPA;

         (c) Lessee shall have the right to replace an Investor or a Liquidity
Purchaser pursuant to Section 8.4 hereof or a Liquidity Purchaser pursuant to
Section 3.7 of the LAPA;

         (d) Lessee shall have the right to direct the funding by a
non-consenting Liquidity Purchaser of its Commitment pursuant to Section 3.7 of
the LAPA; and

         (e) Lessee shall have the right to approve any successor "Collateral
Agent" to the extent permitted pursuant to Section 12.16 of this Participation
Agreement.

         SECTION 11.2. Recourse on Liability During Construction Period.
Notwithstanding any other provision set forth in this Participation Agreement or
any of the other Operative Documents, in the event of the occurrence of a
Construction Agency Event of Default, Lessee and the Construction Agent shall
not be required to pay with respect to the Lease Balance more than the
Construction Period Maximum Guaranty Amount on a recourse basis with respect to
any damages (which shall include Construction Breakage Costs and amounts payable
by such Construction Agent as Default Completion Costs) which arise from such
Construction Agency Event of Default; provided, however, that the foregoing
limitation shall not apply to (i) any Full Recourse Construction Event of
Default (in which event Lessee and Construction Agent shall not be required to
pay more than the Permitted Lease Balance on a recourse basis), (ii) the rights
of parties to seek all damages, without regard to such limitation, from the
proceeds of the Collateral or (iii) any Claim for indemnity covered by Article
IX or under any other Operative Document.

         SECTION 11.3. Notice to Collateral Agent. Lessee shall give notice to
the Collateral Agent upon the occurrence of any of the following:

                      (a) Lessee shall give written notice to Collateral Agent,
         concurrently with making a payment of Base Rent or any Supplemental
         Rent to the Collateral Agent. Such notice shall specify


                                      -88-
<PAGE>   96

         the amount of the payment that is being made for each of the (a) HSFC
         Base Rent, (b) Conduit Base Rent, (c) Investor Base Rent, and/or (d)
         Supplemental Rent.

                      (b) If Lessee shall exercise its Purchase Option under
         Section 2.5(a)(viii) or Section 5.1.2 of the Construction Agency
         Agreement, the Lessee shall give the Collateral Agent written notice
         concurrent with the notice due to the Lessor pursuant to Section 5.1(b)
         of the Lease. Such notice shall provide the amount of Lease Balance and
         all other amounts owing in respect of Rent, including Supplemental
         Rent, accruing through the Purchase Date.

                      (c) If Lessee shall exercise its purchase option under
         Section 5.1.2 of the Construction Agency Agreement, the Lessee shall
         give the Collateral Agent written notice concurrent with the notice due
         to Lessor under the Construction Agency Agreement of such exercise.
         Such notice shall provide the amount to be paid by the Lessee pursuant
         to Section 5.1.2(ii) or Section 2.5(a)(viii) of the Construction Agency
         Agreement.

                      (d) Lessee (in its capacity as Construction Agent) shall
         give the Collateral Agent notice concurrently with the payment of the
         Construction Period Maximum Guaranty Amount or Permitted Lease Balance
         pursuant to Section 5.1.2 of the Construction Agency Agreement. Any
         such notice shall contain both the amount and the computation of such
         Construction Period Maximum Guaranty Amount or Permitted Lease Balance.

                      (e) Lessee shall give Collateral Agent notice concurrently
         with the payment of Residual Value Guaranty Amount (and all other
         amounts due and owing in respect to Rent (including Supplemental Rent)
         pursuant to the Section 7.1(e) of the Lease. Any such notice shall
         contain both the amount and the computation of such Residual Value
         Guaranty Amount.

                      (f) If Lessee shall exercise its Sale Option under Section
         7.1 of the Lease, the Lessee shall give the Collateral Agent notice
         concurrent with the notice due to the Lessor pursuant to Section 7.1 of
         the Lease. In addition, Lessee shall give the Collateral Agent two (2)
         Business Days' notice prior to the Sale Date, setting forth the amount
         to be paid to the Collateral Agent pursuant to Section 7.1(c) of the
         Lease.


                                   ARTICLE XII

                                  MISCELLANEOUS

         SECTION 12.1. Survival of Agreements. All representations, warranties,
covenants, indemnities and agreements of the parties provided for in the
Operative Documents (including, without limitation, the indemnities set forth in
Article IX), and the obligations of the parties under any and all thereof, shall
survive the execution and delivery and the termination or expiration of the
Lease and any of the other Operative Documents, the transfer of the Properties
or any portion thereof as provided herein or in any of the other Operative
Documents (and shall not be merged into any conveyance or transfer document),
and shall be and continue in effect notwithstanding any investigation made by
any party hereto or to any of the other Operative Documents and the fact that
any such party may waive compliance with any of the other terms, provisions or
conditions of any of the Operative Documents.


                                      -89-
<PAGE>   97

         SECTION 12.2. Brokers. Lessee, each Investor, Lessor, the Conduit,
HSFC, Trustee, the Trust, the Trust Company and each Agent each represents to
the other that it has not retained or employed any broker, finder or financial
advisor other than the retention by Lessee of Banc of America Leasing & Capital
L.L.C. and the retention of the Placement Agents by HSFC and the Commercial
Paper Placement Agents (Conduit) by the Conduit to act on its behalf in
connection with the Overall Transaction, nor has it authorized any other broker,
finder or financial adviser retained or employed by any other Person so to act,
nor has it incurred any fees or commissions to which Lessee, any Investor,
Lessor, the Conduit, HSFC, Trustee, the Trust, the Trust Company or any Agent
might be subjected by virtue of their entering into the transactions
contemplated by this Participation Agreement. The sole compensation of Banc of
America Leasing & Capital L.L.C. for acting with respect to the Overall
Transaction is the receipt of the amounts, including reimbursement of expenses,
to be paid by Lessor solely out of proceeds of Advances contributed by
Investors. Any Person who is in breach of this representation shall indemnify
and hold the other Persons harmless from and against any liability arising out
of such breach of this representation. The provisions of this Section 12.2 shall
survive the expiration or termination of this Participation Agreement or any
other Operative Document.

         SECTION 12.3. Notices. Unless otherwise specified herein, all notices,
requests, demands or other communications to or upon the respective parties
hereto shall be by letter, facsimile (with telephonic confirmation), telephone
(with written confirmation promptly thereafter) or bank wire and shall be deemed
to have been given, in the case of notice by letter, the earlier of when
delivered to the addressee by hand or courier (including an overnight courier)
if delivered on a Business Day and, if not delivered on a Business Day, the
first Business Day thereafter or on the third Business Day after depositing the
same in the mails, registered or certified mail, postage prepaid, return receipt
requested, addressed as provided on Schedule II and, in the case of notice by
facsimile, telephone or bank wire, when transmitted during business hours on a
Business Day and, if not transmitted during business hours on a Business Day,
the first Business Day thereafter, addressed as provided on Schedule II, or to
such other address as any of the parties hereto may designate by written notice.
Copies of all notices given by facsimile or bank wire shall be contemporaneously
sent by overnight courier. The Collateral Agent shall notify each Rating Agency
promptly of any termination of the Lease or any Lease Event of Default and the
Administrative Agent shall notify each Rating Agency promptly of any
determination to cease issuing Commercial Paper Notes of HSFC pursuant to
Sections 3(d)(ii)-(v), (e) or (f) of the Administration Agreement.
Notwithstanding any other provision of this Participation Agreement or the
Operative Documents, if Lessee is required to deliver notice to one or more of
the parties to the Operative Documents (other than the Administrative Agent and
the Rating Agencies) notice to all such parties shall be deemed to have been
duly given by Lessee by delivering any such notice to the Collateral Agent, who
shall in turn promptly deliver such notice to the appropriate party hereto.

         SECTION 12.4. Counterparts. This Participation Agreement and each of
the other Operative Documents 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 12.5. Amendments. No Operative Document nor any of the terms
thereof may be terminated, amended, supplemented, waived or modified except (a)
in the case of an ambiguity, defect or inconsistency in any Operative Document,
and such amendment, supplement or waiver would not have an adverse effect on the
Conduit's or HSFC's rights with the written agreement or consent of the
Administrative Agent and Lessee, (b) in the case of a termination, amendment,
supplement, waiver or


                                      -90-
<PAGE>   98

modification to be binding on Lessee, Lessor, any Investor, HSFC, the Conduit,
the Administrative Agent, the Administrator, the Liquidity Agent or the
Collateral Agent, with the written agreement or consent of such party, and in
all cases (so long as no Bankruptcy Default, Construction Agency Event of
Default or Lease Event of Default shall have occurred and is continuing) the
consent of Lessee, and (c) in the case of a termination, amendment, supplement,
waiver or modification to be binding on (A) the Liquidity Purchasers, with the
written agreement or consent of Majority Banks (assuming the requisite Investor
consent has been obtained) and (B) the Investors, with the written agreement or
consent of Majority Banks (assuming the requisite Liquidity Purchasers' consent
has been obtained) and (so long as no Bankruptcy Default, Construction Agency
Event of Default or Lease Event of Default shall have occurred and is
continuing) Lessee; provided, however, that:

                      (1) no such termination, amendment, supplement, waiver or
         modification shall without written agreement or consent of each
         Participant affected thereby:

                           (x)(i) modify any of the provisions of this Section
                      12.5, change the definition of "Available Commitments",
                      "Commitment", Commitment Amount", "GS Maturity Date",
                      "Maturity Date" or "Majority Banks" or modify any
                      provision of an Operative Document requiring action by
                      Majority Banks; (ii) amend, modify, waive or supplement
                      any of the provisions of Sections 2.5, 2.6 or 6.1 of the
                      Conduit Loan Agreement or the representations of such
                      Participant in Article V or the covenants of such
                      Participant in Article VI of this Participation Agreement
                      or any of the provisions of the Guaranty; (iii) reduce or
                      modify any fees or indemnities in favor of any
                      Participant, including amounts payable pursuant to Article
                      IX (except that any Person may consent to any reduction,
                      modification, amendment or waiver of any indemnity payable
                      to it), (iv) modify, postpone, reduce or forgive, in whole
                      or in part, any payment of Rent (other than pursuant to
                      the terms of any Operative Document), any B Loan, HSFC
                      Loan or any portion of any Investor Amount, the Lease
                      Balance, the Construction Period Maximum Guaranty Amount,
                      the Residual Value Guaranty Amount, Unguaranteed Residual
                      Lease Balance, amounts due pursuant to Article V, VII or
                      XIV of the Lease, interest or Yield or, subject to clause
                      (iii) above, any other amount payable under the Lease or
                      this Participation Agreement, or modify the definition or
                      method of calculation of Rent (other than pursuant to the
                      terms of any Operative Document), any B Loan, HSFC Loan or
                      any Investor Amount, the Lease Balance, the Construction
                      Period Maximum Guaranty Amount, Residual Value Guaranty
                      Amount, Unguaranteed Residual Lease Balance, or any other
                      definition which would affect the amounts to be advanced
                      or which are payable under the Operative Documents or any
                      of the other matters set forth above (v) release,
                      terminate or rescind the Parent Guaranty; (iv) extend the
                      Lease Term; or

                           (y) consent to any assignment of the Lease, release
                      Lessee from its obligations in respect of the payments of
                      Rent and the Lease Balance or change the absolute and
                      unconditional character of such obligation;

                      (2) no termination, amendment, supplement, waiver or
         modification shall, without the written agreement or consent of each
         Participant and Lessee, be made to Article X of this Participation
         Agreement or the definition of "Construction Agency Event of Default"
         or "Lease Event of Default";


                                      -91-

<PAGE>   99
                      (3) each termination, amendment, supplement, waiver or
         modification of any Operative Document shall be subject to the consent
         rights of the Conduit and the Majority Banks; and

                      (4) notwithstanding anything to the contrary contained
         herein or in any other Operative Document, no termination, amendment,
         supplement, waiver or modification adversely affecting Lessee shall,
         without the written consent of Lessee, be made to any Operative
         Document.

Notwithstanding the foregoing, no termination, amendment, supplement, waiver or
modification to the certificate of incorporation or by-laws of HSFC, the Ground
Lessee Limited Liability Company Agreement, the Lessor Limited Liability Company
Agreement, Article III or Article X of this Participation Agreement, any
provision of the Operative Documents described in clause (1)(x)(iv) above
affecting the sufficiency or timely availability of payments of Rent or other
amounts due under the Lease to repay Commercial Paper Notes of HSFC in full as
and when maturing shall be effective unless, as a condition precedent thereto,
HSFC shall have received written confirmation (and the other parties hereto have
received a copy of such confirmation) from each of Moody's and S&P that
immediately after giving effect to such modification, waiver or termination, the
Commercial Paper Notes of HSFC shall not be rated lower than such Commercial
Paper Notes are rated immediately prior to giving effect thereto and such
modification, waiver or termination shall not result in a downgrade, withdrawal
or qualification of the rating assigned to the Commercial Paper Notes of HSFC by
Moody's and S&P. The Administrative Agent shall deliver to each Rating Agency a
copy of all termination agreements, amendments, supplements, waivers and
alterations with respect to any of the Operative Documents promptly upon the
execution thereof.

         SECTION XII.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 XII.7. Parties in Property. Except as expressly provided
herein, none of the provisions of this Participation Agreement or the other
Operative Documents are intended for the benefit of any Person except the
parties hereto and their permitted successors and assigns.

         SECTION XII.8. Applicable Law. THIS PARTICIPATION AGREEMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL IN ALL RESPECTS BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW BUT EXCLUDING TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW
ALL OTHER CONFLICTS OF LAWS PRINCIPLES AND CHOICE OF LAW RULES OF NEW YORK.

         SECTION XII.9. Severability. Any provision of this Participation
Agreement or any of the Operative Documents 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 or thereof, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.

         SECTION XII.10. Limitation of Liability; Trust As A Secured Party. (a)
No Participant, Agent or Lessor shall have any obligation to any other
Participant, any other Agent or Lessor or party hereto with respect to
transactions contemplated by the Operative Documents, except those obligations
of such

                                      -92-
<PAGE>   100
Participant expressly set forth in the Operative Documents or except as set
forth in the instruments delivered in connection therewith, and no Participant
and no stockholder, employee, officer, director, beneficial owner, member,
manager or incorporator thereof shall be liable for performance by any other
party hereto of such other party's obligations under the Operative Documents
except as otherwise so set forth.

         (b) The Trust shall be treated as a Secured Party for purposes of each
Security Document.

         SECTION XII.11. Further Assurances. The parties hereto shall promptly
cause to be taken, executed, acknowledged or delivered, at the sole expense of
Lessee (provided that during the Construction Period Lessee shall request an
Advance, the proceeds of which shall be used to pay such expense), all such
further acts, conveyances, documents and assurances as the other parties may
from time to time reasonably request in order to carry out and effectuate the
intent and purposes of this Participation Agreement, the other Operative
Documents, and the transactions contemplated hereby and thereby (including to
the extent permitted under the Operative Documents, the preparation, execution
and filing of any and all UCC financing statements, fixture filings and other
filings or registrations which the parties hereto may from time to time request
to be filed or effected); provided, however, that Lessee shall not be required
to pay expenses pursuant to this Section 12.11 to the extent arising from a
breach or alleged breach by Lessor or a Participant of any representation,
warranty or agreement entered into in connection with the assignment or
participation of any Facility Loan under the Conduit Loan Agreement or
investment or interest in Lessor unless such breach or alleged breach arose in
whole or in part from an act or omission of Lessee. Lessee, at its own expense
(provided that during the Construction Period Lessee shall request an Advance,
the proceeds of which shall be used to pay such expense) and without need of any
prior request from any other party, shall take such actions as may be necessary
(including any action specified in the preceding sentence), or (if an Investor
shall so request) as so requested, in order to maintain and protect the Lessor's
interest in the Properties provided for hereunder or under any other Operative
Document.

         Lessor shall from time to time execute and deliver all instruments of
further assurance and do such further acts as may be reasonably necessary or
proper to carry out more effectively the purpose of the Assignment of Leases.

         At any time and from time to time, upon the reasonable written request
of Lessor and at the sole expense of Lessee (provided that during the
Construction Period Lessee shall request an Advance, the proceeds of which shall
be used to pay such expense), Lessee shall promptly and duly execute and deliver
such further instruments and documents and take such further actions as Lessor
reasonably may request for the purposes of obtaining or preserving the full
benefits of the Lessee Mortgage and of the rights and powers granted by the
Lessee Mortgage.

         At any time and from time to time, upon the reasonable written request
of the Collateral Agent and at the sole expense of Lessee (provided that during
the Construction Period Lessee shall request an Advance, the proceeds of which
shall be used to pay such expense), Lessor will promptly and duly execute and
deliver such further instruments and documents and take such further actions as
the Collateral Agent reasonably may request for the purposes of obtaining or
preserving the full benefits of the Lessor Mortgage and of the rights and powers
granted by the Lessor Mortgage.

         Without limiting the foregoing, Lessee agrees that it will, at its own
cost and expense (provided that during the Construction Period Lessee shall
request an Advance, the proceeds of which shall be used to pay such cost and
expense), cause financing statements (including precautionary financing
statements and continuation statements), fixture filings and other documents, to
be recorded or filed at such places and

                                      -93-
<PAGE>   101
times in such manner, and will all such other actions or cause such other
actions to be taken, as may be necessary or as may be reasonably requested by
Lessor or any Agent in accordance with this Participation Agreement or the other
Operative Documents in order to establish, continue, perfect and protect the
title of Lessor to the Properties and the rights of Lessor, the Conduit, HSFC
and the Agents under the Lease and the other Operative Documents. To the extent
permitted by Applicable Laws, Lessee hereby authorizes any such financing
statement and fixture filings to be filed without the necessity of the signature
of Lessee.

         SECTION XII.12. Reproduction of Documents. This Participation Agreement
and all other Operative Documents, all documents constituting Schedules or
Exhibits hereto or thereto, and all documents relating hereto or thereto
received by any Participant or party hereto, including: (a) consents, waivers
and alterations that may hereafter be executed; (b) documents received by such
Participant or party in connection with the receipt and/or acquisition of the
Properties; and (c) financial statements, certificates, and other information
previously or hereafter furnished to such Participant or party may be reproduced
by such Participant or party receiving the same by any photographic,
photostatic, microfilm, micro-card, miniature photographic or other similar
process. Each party agrees and stipulates that, to the extent permitted by law,
any such reproduction shall be admissible in evidence as the original itself in
any judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made by such party in the
regular course of business) and that, to the extent permitted by law, any
enlargement, facsimile, or further reproduction of such reproduction shall
likewise be admissible in evidence.

         SECTION XII.13. Submission to Jurisdiction. Each party to this
Participation Agreement irrevocably and unconditionally:

                      (a) submits for itself and its property in any legal
         action or proceeding relating to this Participation Agreement or any
         other Operative Document, or for recognition and enforcement of any
         judgment in respect thereof, to the non-exclusive general jurisdiction
         of the Courts of the State of New York sitting in the County of New
         York, the courts of the United States of America for the Southern
         District of New York, and appellate courts from any thereof;

                      (b) consents that any such action or proceedings may be
         brought to such courts, and waives any objection that it may now or
         hereafter have to the venue of any such action or proceeding in any
         such court or that such action or proceeding was brought in an
         inconvenient court and agrees not to plead or claim the same;

                      (c) agrees that service of process in any such action or
         proceeding may be effected by mailing a copy thereof by registered or
         certified mail (or any substantially similar form of mail), postage
         prepaid, to such Person at its address set forth on Schedule II or at
         such other address of which the other Persons shall have been notified
         pursuant to Section 12.3; and

                      (d) agrees that nothing herein shall affect the right to
         effect service of process in any other manner permitted by law or shall
         limit the right to sue in any other jurisdiction.

         SECTION 12.14. Jury Trial. EACH PARTY TO THIS PARTICIPATION AGREEMENT
WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR
DEFEND ANY RIGHTS UNDER THIS PARTICIPATION AGREEMENT OR ANY OTHER OPERATIVE
DOCUMENT OR UNDER ANY AMENDMENT, INSTRUMENT,

                                      -94-
<PAGE>   102
DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN
CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN
CONNECTION WITH THIS PARTICIPATION AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT AND
AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY.

         SECTION XII.15.  Appointment of the Collateral Agent.

         (a) Each Participant and the Trust hereby irrevocably appoints the
Collateral Agent as its agent hereunder and under the other Operative Documents
and hereby authorizes the Collateral Agent to take such action on its behalf and
to exercise such rights, remedies, powers and privileges hereunder or thereunder
as are specifically authorized to be exercised by the Collateral Agent by the
terms hereof or thereof, together with such rights, remedies, powers and
privileges as are reasonably incidental thereto. The Collateral Agent may
execute any of its duties hereunder and under the other Operative Documents by
or through agents or employees. The relationship between the Collateral Agent
and each Participant is that of agent and principal only, and nothing herein
shall be deemed to constitute the Collateral Agent a trustee for any Participant
or impose on the Collateral Agent any obligations other than those for which
express provision is made herein or in the other Operative Documents.

         (b) Except as required by the specific terms of the Operative
Documents, the Collateral Agent shall not have any duty to exercise any right,
power, remedy or privilege granted or assigned to it thereby, or to take any
affirmative action or exercise any discretion hereunder or thereunder, unless
directed to do so by the Directing Party (and shall be fully protected in acting
or refraining from acting pursuant to such directions which shall be binding
upon the Participants), and shall not, without the prior approval of the
Directing Party and except as otherwise provided in Section 12.5, consent to any
departure by Lessee, Ground Lessee, Lessor, the Investors, the Conduit or HSFC
from the terms of the Lease or any Operative Document, waive any default on the
part of any such party under any such agreement or instrument or amend, modify,
supplement, waive or terminate, or agree to any surrender of, any such agreement
or instrument; provided, however, that the Collateral Agent shall not be
required to take any action which exposes the Collateral Agent to personal
liability or which is contrary to this Participation Agreement, the other
Operative Documents or any Applicable Laws.

         (c) Neither the Collateral Agent nor any of its or their respective
directors, officers, agents or employees shall be liable to any Participant, the
Trust, the Trust Company, the Trustee, Lessee, Ground Lessee or the Lessor, as
the case may be, for any action taken or omitted to be taken by it or them
hereunder, under the other Operative Documents, or in connection herewith or
therewith, except for its or their own gross negligence, willful misconduct or
mishandling of funds nor shall the Collateral Agent be responsible to any
Participant for the validity, effectiveness, value, sufficiency or
enforceability against Lessee, Ground Lessee, Lessor, HSFC, the Investors, the
Conduit or the Collateral Agent, of any Collateral, this Participation
Agreement, the other Operative Documents, or any other document furnished
pursuant hereto or thereto or in connection herewith or therewith. Without
limitation of the generality of the foregoing, the Collateral Agent: (i) may
consult with legal counsel (including counsel for Lessee, the Conduit, Lessor or
HSFC), independent public accountants and other experts selected by it and shall
not be liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts; (ii) makes
no warranty or representation to any Participant and shall not be responsible to
any Participant for any statements, warranties or representations made in or in
connection with this Participation Agreement, the other Operative Documents, any
other document furnished pursuant hereto or thereto or in connection herewith or
therewith; (iii) shall not have any duty to ascertain or to

                                      -95-
<PAGE>   103
inquire as to the performance or observance of any of the terms, covenants or
conditions of this Participation Agreement or the other Operative Documents, on
the part of any party hereto or thereto or to inspect the property (including
the books and records) of Lessee, Lessor, the Conduit or HSFC; (iv) shall not be
responsible to any Participant for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Participation
Agreement, the other Operative Documents or any other instrument or document
furnished pursuant hereto or thereto; and (v) shall incur no liability under or
in respect of the Operative Documents by acting upon any notice, consent,
certificate or other instrument or writing to the extent authorized herein or
therein believed by it to be genuine and signed or sent by the proper party or
parties.

         (d) Each Participant hereby severally agrees, in the ratio that the sum
of such Participant's Investor Amount, HSFC Loans, Conduit Loans, Facility
Loans, Percentage Interests and Available Commitment bears to the sum of all
Investor Amounts, HSFC Loans, Conduit Loans, Facility Loans, Percentage
Interests and Available Commitments, to indemnify and hold harmless the
Collateral Agent, from and against any and all losses, liabilities (including
liabilities for penalties), actions, suits, judgments, demands, damages, costs
and expenses of any kind whatsoever (including, without limitation, reasonable
fees and expenses of attorneys, accountants and experts) incurred or suffered by
the Collateral Agent in its capacity as Collateral Agent hereunder and under the
Operative Documents as a result of any action taken or omitted to be taken by
the Collateral Agent in such capacity or otherwise incurred or suffered by, made
upon, or assessed against the Collateral Agent in such capacity; provided,
however, that no Participant shall be liable for any portion of any such losses,
liabilities (including liabilities for penalties), actions, suits, judgments,
demands, damages, costs or expenses resulting from or attributable to gross
negligence or willful misconduct on the part of the Collateral Agent; and
provided, further, that the Conduit shall only be liable to the extent there
exist Excess Funds (Conduit) and HSFC shall only be liable to the extent there
exist funds in the Cash Collateral Account not otherwise payable to another
Person (other than HSFC) by the Collateral Agent pursuant to the Security
Agreement or Article X hereof. Without limiting the generality of the foregoing,
each Participant hereby agrees, in the ratio aforesaid, to reimburse the
Collateral Agent promptly following its demand for any reasonable out-of-pocket
expenses (including, without limitation, reasonable attorneys' fees and
expenses) incurred by the Collateral Agent under the Operative Documents, and
not promptly reimbursed to the Collateral Agent by Lessee, Lessor, the Conduit
or HSFC. Each Participant's obligations under this paragraph shall survive the
termination of the Operative Documents and the discharge of Lessee's, the
Lessor's, the Conduit's and the HSFC's obligations thereunder. This indemnity
shall survive the removal or resignation of the Collateral Agent. In no event
shall the Collateral Agent be liable for special, indirect or consequential loss
or damage of any kind whatsoever (including but not limited to lost profits)
under the Operative Documents, even if the Collateral Agent has been advised of
the likelihood of such loss or damage and regardless of the form of action.

         (e) The Participants agree that, with respect to their obligation to
fund under the Operative Documents and the Investor Contributions or Loans made
by them, any Participant acting as the Collateral Agent shall have the same
rights and powers hereunder as any other Participant and may exercise the same
as though it were not performing the duties specified herein; and the terms
"Participants," "Directing Party," or any similar terms shall, unless the
context clearly otherwise indicates, include the Collateral Agent and the
Collateral Agent may accept deposits from, lend money to, and generally engage
in any kind of banking, trust or other business with Lessee, Lessor, HSFC, the
Conduit or any of their respective affiliates as if it were not performing the
duties specified herein, and may accept fees and other consideration from
Lessee, Lessor, HSFC, the Conduit or any of their respective affiliates for
services in

                                      -96-
<PAGE>   104
connection with the Operative Documents and otherwise without having to account
for the same to any Participant.

         (f) Each Participant hereby acknowledges that it has, independent of
and without reliance upon the Collateral Agent or any materials provided by the
Collateral Agent or any other Participant and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into the Operative Documents to which it is a party. The
Collateral Agent shall in no event be liable to any Participant on account of
any materials prepared or provided by it.

         SECTION XII.16.  Resignation by the Collateral Agent; Removal.

         (a) The Collateral Agent may resign as such at any time upon at least
thirty (30) days' prior written notice to Lessee, the Lessor, the Participants,
S&P, Moody's, the Placement Agents and the Commercial Paper Placement Agents
(Conduit).

         (b) In the event of such resignation or removal, the Directing Party
shall as promptly as practicable appoint a successor agent to replace the
Collateral Agent, subject to (i) the prior written consent of Lessee (provided
that such consent shall not (x) be required during the continuance of a Lease of
Default or Construction Agency Event of Default or any other Event of Default
caused by a Lease Default or Construction Agency Event of Default and the
exercise of remedies under the Operative Documents as a result thereof and (y)
in any event, be unreasonably withheld) and (ii) receipt of notice from S&P and
Moody's that immediately after giving effect to such replacement, the Commercial
Paper Notes of HSFC are not rated lower than such Commercial Paper Notes are
rated immediately prior to giving effect to such replacement. If no successor
Collateral Agent shall have been so appointed by the Directing Party, and shall
have accepted such appointment, within 30 days after the retiring Collateral
Agent's giving of notice of resignation, then the retiring Collateral Agent may
petition a court of competent jurisdiction to appoint a successor Collateral
Agent. Any successor Collateral Agent shall (1) be a commercial bank organized
under the laws of the United States of America or of any State thereof having a
combined capital and surplus of at least $200,000,000, (2) have commercial paper
ratings of A-1+ from S&P and P-1 from Moody's, (3) not be a competitor, and (4)
have been approved in writing by Lessee (provided that such approval shall not
(x) be required during the continuance of an Event of Default and the exercise
of remedies under the Operative Documents as a result thereof and (y) in any
event, be unreasonably withheld). Upon the acceptance of any appointment as
Collateral Agent hereunder by a successor Collateral Agent, such successor
Collateral Agent shall thereupon succeed to and become vested with all the
rights, powers, discretion, privileges and duties of the retiring Collateral
Agent, and the retiring Collateral Agent shall be discharged from its duties and
obligations hereunder. Notwithstanding the resignation of the Collateral Agent
or any Collateral Agent hereunder, the provisions of Section 12.15 shall
continue to inure to the benefit of the Collateral Agent in respect of any
action taken or omitted to be taken by the Collateral Agent in its capacity as
such while it was such under the Operative Documents.

         SECTION XII.17. Binding Effect. This Participation Agreement shall be
binding upon and inure to the benefit of GS and each other party hereto and
their respective successors and assigns; provided, that GS may assign all of its
rights and delegate all of its obligations hereunder and under the Guaranty and
Operative Documents to a Successor Entity without the prior written consent of
the Participants, the Agents or Lessor or any other party to any Operative
Document. "Successor Entity" means a partnership, corporation, trust or other
organization in whatever form that succeeds to all or substantially all of GS's
assets and business and that assumes all of GS's obligations hereunder and under
the Lease by contract or by operation of law; provided, that such Successor
Entity has a long-term unsubordinated debt rating that

                                      -97-
<PAGE>   105
is not lower than the lesser of (i) A2/A, as rated by Moody's and Standard &
Poor's, respectively, and (ii) the rating of GS immediately prior to such
assignment. Upon any such delegation and assumption, GS shall be relieved of and
fully discharged from all obligations hereunder and under the Operative
Documents, whether such obligations arose before or after such delegation and
assumption. Any assignment purported to be made in contravention of this Section
12.17 shall be null and void.

         SECTION XII.18. Non-Petition. Each party hereto hereby agrees that it
shall not institute against, or join or assist any other person in instituting
against, Ground Lessee, Lessor, the Trust, Trustee, any Liquidity Purchaser that
is a rated commercial paper issuer, the Conduit or HSFC any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding or other
proceedings under any federal or state bankruptcy or similar law, for one year
and a day after the latest maturing Commercial Paper Notes issued by the Conduit
or HSFC are paid. This Section 12.18 shall survive the termination of this
Participation Agreement.

         SECTION XII.19. Limitations on Recourse to the Conduit. Notwithstanding
any provision of this Participation Agreement to the contrary, each party hereto
agrees that the Conduit shall only be required to pay (a) any fees or
liabilities that it may incur hereunder only to the extent the Conduit has
Excess Funds and (b) any expenses, indemnities or other liabilities under any
other Operative Document only to the extent the Conduit has Excess Funds;
provided, however, that if the Conduit has insufficient funds to make any
payments required by this Participation Agreement to the Lessor, Lessee,
Collateral Agent, Liquidity Agent or Liquidity Purchasers, such Persons shall
not be excused from the performance of their respective obligations hereunder
(but shall have no additional obligations as a result of such insufficient
funds). In addition, no amount owing by the Conduit hereunder in excess of the
liabilities that the Conduit is required to pay in accordance with the preceding
sentence shall constitute a claim (as defined in Section 101 to Title 11 of the
United States Code) against the Conduit. No recourse shall be had for the
payment of any amount owing hereunder or for the payment of any fee hereunder or
any other obligation of or claim against, the Conduit arising out of or based
upon this Participation Agreement, against any stockholder, employee, officer,
director, manager or incorporator of the Conduit or Affiliate thereof; provided,
however, that the foregoing shall not relieve any such person or entity of any
liability they might otherwise have as a result of fraudulent actions or
omissions taken by them. Any and all claims against the Conduit by any other
Person shall be subordinate to the claims of the holders of the Commercial Paper
Notes of the Conduit. The obligations of each party under this Section 12.19
shall survive the termination of this Participation Agreement.

         SECTION XII.20. Limitation on Recourse to HSFC. Notwithstanding any
provision of this Participation Agreement to the contrary, each party hereto
agrees that HSFC shall only be required to pay (a) any fees or liabilities that
it may incur hereunder only to the extent HSFC has Excess Funds and (b) any
expenses, indemnities or other liabilities under any other Operative Document
only to the extent HSFC has Excess Funds. In addition, no amount owing by HSFC
hereunder in excess of the liabilities that HSFC is required to pay in
accordance with the preceding sentence shall constitute a claim (as defined in
Section 101 to Title 11 of the United States Code) against HSFC. No recourse
shall be had for the payment of any amount owing hereunder or for the payment of
any fee hereunder or any other obligation of or claim against, HSFC arising out
of or based upon this Participation Agreement, against any stockholder,
employee, officer, director, manager or incorporator of HSFC or Affiliate
thereof; provided, however, that the foregoing shall not relieve any such person
or entity of any liability they might otherwise have as a result of fraudulent
actions or omissions taken by them. Any and all claims against HSFC by any other
Person shall be subordinate to the claims of the holders of the Commercial Paper
Notes of HSFC. The

                                      -98-
<PAGE>   106
obligations of each party under this Section 12.20 shall survive the
termination of this Participation Agreement.

         SECTION XII.21. Limitations on Recourse to the Trust Company. It is
expressly understood and agreed by the parties hereto that (a) except as
specifically provided for in the Operative Documents, each of the Operative
Documents executed by Wilmington Trust Company are executed and delivered by
Wilmington Trust Company not individually or personally but solely as trustee of
Investment Trust, in the exercise of the powers and authority conferred and
vested in it, (b) each of the representations, undertakings and agreements
herein made on the part of Ground Lessee, Lessor, the Trust or Trustee, as the
case may be, is made and intended not as personal representations, undertakings
and agreements by Wilmington Trust Company but is made and intended for the
purpose for binding only the Trust or the Investment Trust, as the case may be,
(c) except as specifically provided for in the Operative Documents nothing
herein contained shall be construed as creating any liability on Wilmington
Trust Company, individually or personally, to perform any covenant either
expressed or implied contained herein, all such liability, if any, being
expressly waived by the parties hereto and by any Person claiming by, through or
under the parties hereto and (d) under no circumstances shall Wilmington Trust
Company be personally liable for the payment of any indebtedness or expenses of
any party hereto, or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by it in its capacity as
Trustee under the Operative Documents.

         SECTION XII.22. Consent to Certain Actions. Lessor shall transfer
Lessor's Interests to Lessee in accordance with Article 15 of the Lease and each
of Lessor, Ground Lessee and Collateral Agent shall execute such documents and
instruments necessary to effect such transfer. Upon satisfaction in full of the
Lessee's obligations under the Operative Documents, Collateral Agent shall
release the Mortgage and Collateral, and, together with the Lessor and Ground
Lessee, execute such instruments and agreements as are necessary to effectuate
such release. Lessor, Ground Lessee and Collateral Agent shall enter into
nondisturbance agreements in the form of Exhibit C to the Lease upon receipt of
a certificate from Lessee that the conditions set forth in Section 16.3 of the
Lease have been satisfied.

         SECTION XII.23. Notice to Collateral Agent. GS shall provide to the
Collateral Agent notice of each Advance Request in accordance with Section
2.2.6(a). GS also shall notify the Collateral Agent prior to the receipt by
Collateral Agent thereof of the nature and amount of each payment of Rent.

         SECTION XII.24. Estoppel Certificates. Each party hereto agrees that at
any time and from time to time, it will promptly, but in no event later than ten
(10) Business Days after request by the other party hereto, execute, acknowledge
and deliver to such other party or to any prospective purchaser, assignee or
mortgagee or third party designated by such other party, a certificate stating,
to the best of its knowledge (a) that the Operative Documents are unmodified and
in force and effect (or if there have been modifications, that the Operative
Documents are in force and effect as modified and identifying the modification
agreements); (b) if requested, the amounts of outstanding: Yield, HSFC Loans,
Conduit Loans and/or Facility Loans; (c) the date to which Base Rent has been
paid; (d) if requested of Lessor, whether or not there is any existing default
by Lessee in the payment of Base Rent or any other sum of money due under the
Operative Documents, and whether or not, to the knowledge of Lessor or
Collateral Agent, there is any other existing default on the part of Lessee
under the Operative Documents and, if so, specifying the nature and extent
thereof; (e) if requested of Lessee, whether or not, to the knowledge of Lessee,
there is any existing default on the part of Lessor under the Operative
Documents and, if so, specifying the nature and extent thereof; and (f) whether
or not, to the knowledge of the signer after the due inquiry and investigation,
there are any setoffs, defenses or counterclaims against enforcement of the

                                      -99-
<PAGE>   107
obligations to be performed under the Operative Documents existing in favor of
the party executing such certificate.

         SECTION XII.25. Joint and Several Lessees. For so long as two Persons
comprise Lessee or Lessor, each such Person shall be jointly and severally
liable for the statements, obligations and undertaking of Lessee or Lessor
hereunder and under the other Operative Documents. Each such person does hereby
waive all substantive and procedural defenses to such joint and several
liability.

         SECTION XII.26. Certain Rights and Obligations in Respect of the Ground
Sublease. Provided that none of Ground Lessor, GS or Lessee shall be in default
beyond any applicable grace period in the performance of their respective
obligations under the Operative Documents, (i) Ground Lessee, Collateral Agent
and the other parties to the Operative Documents each agrees that Lessee shall
not be named as a party in any action or proceeding to foreclose or otherwise
enforce the Lessor Mortgage or in any action or proceeding to terminate or
otherwise enforce any of the provisions of the Ground Sublease or other
Operative Documents as against the Ground Lessee or Lessor, unless such joinder
shall be required under applicable law, and in which case the Ground Lessee,
Collateral Agent or other party seeking enforcement shall not seek affirmative
relief from Lessee in such action or proceeding, nor shall the Lease be cut off
or terminated nor Lessee's possession thereunder be disturbed in any such action
or proceeding, and (ii) notwithstanding any termination of the Ground Sublease,
Ground Lessee, Collateral Agent and each of such other parties (including any
successor parties thereto) shall recognize the Lease and Lessee's rights
thereunder.

         SECTION XII.27. SPC Loans. Notwithstanding anything to the contrary
contained herein, Commerzbank may grant to a special purpose commercial-paper
issuer (an "SPC") sponsored by Commerzbank, identified as such in writing from
time to time by Commerzbank to the Ground Lessee and the Lessee, the option to
provide to the Ground Lessee all or any part of any Facility Loan that the
Commerzbank would otherwise be obligated to make to the Ground Lessee pursuant
to Section 2.2.5 of the Participation Agreement, provided that (i) nothing
herein shall constitute a commitment to make any Facility Loan by any SPC, and
(ii) if an SPC elects not to exercise such option or otherwise fails to provide
all or any part of such Facility Loan, Commerzbank shall be obligated to make
such Facility Loan pursuant to the terms hereof. The making of a Facility Loan
by an SPC hereunder shall utilize the Commitment of Commerzbank to the same
extent, and as if, such Facility Loan were made by Commerzbank. Any SPC that
makes a Facility Loan shall (i) have in regard to such Facility Loan all of the
rights (exercisable, however, only through Commerzbank as its agent) that
Commerzbank would have had it made such Facility Loan directly and (ii) comply
with this Agreement in regard to such Facility Loan as if the SPC were a party
hereto as a "Liquidity Purchaser"; provided that all monetary obligations of a
lender under this Agreement shall remain solely with Commerzbank.
Notwithstanding any Facility Loans that may be provided by an SPC hereunder, (i)
the parties hereto shall be entitled to continue to deal solely and directly
with Commerzbank in connection with this Agreement, (ii) Commerzbank shall
remain fully liable to the parties hereto for the timely performance of all
obligations of Commerzbank under this Agreement or other Operative Documents,
and (iii) no party hereto shall be obligated at any time to pay to any SPC or to
Commerzbank any greater amounts pursuant to Section 9.8 or 9.9 of the
Participation Agreement hereof than it would have been required to pay had
Commerzbank made such Facility Loans directly. Each SPC that provides a Loan
hereunder shall simultaneously provide the parties hereto with a written
undertaking to comply with the confidentiality provisions specified herein and
an acknowledgment of all its obligations under the Operative Documents as a
Liquidity Purchaser. In addition notwithstanding anything to the contrary
contained in this Section, any SPC may (i) with notice to, but without the prior
written consent of, Ground Lessee and without paying any processing fee
therefor, assign all or a portion of its interests in any

                                     -100-
<PAGE>   108
Loans to Commerzbank or to any financial institutions consented to by the Lessee
providing liquidity and/or credit facilities to or for the account of such SPC
to support the funding or maintenance of Facility Loans and (ii) disclose on a
confidential basis any non-public information relating to its Facility Loans to
any rating agency. Each of the Ground Lessee, Lessee, GS, the Liquidity
Purchasers, the Conduit, HSFC and the Agents agree that it will not institute
against any SPC or join any other Person in instituting against any SPC any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding
under any federal or state bankruptcy or similar law, for one year and one day
after the payment in full of the latest maturing commercial paper note issued by
such SPC.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                     -101-
<PAGE>   109
         IN WITNESS WHEREOF, the parties hereto have caused this PARTICIPATION
AGREEMENT to be duly executed by their respective officers thereto duly
authorized as of the day and year first above written.

                                 GSJC 30 HUDSON URBAN RENEWAL
                                 L.L.C., jointly and severally as Lessee and
                                 Construction Agent

                                 By: The Goldman Sachs Group, Inc., its sole
                                 member

                                 By /s/ Barry L. Zubrow
                                   _____________________________________________
                                        Name:  Barry L. Zubrow
                                        Title: Executive Vice President

                                 GSJC 50 HUDSON URBAN RENEWAL
                                 L.L.C., jointly and severally as Lessee and
                                 Construction Agent

                                 By: The Goldman Sachs Group, Inc., its sole
                                 member

                                 By /s/ Barry L. Zubrow
                                   _____________________________________________
                                        Name:  Barry L. Zubrow
                                        Title: Executive Vice President
<PAGE>   110
                                 THE GOLDMAN SACHS GROUP, INC., as
                                 Guarantor

                                 By /s/ Barry L. Zubrow
                                    __________________________________________
                                    Name:  Barry L. Zubrow
                                    Title: Executive Vice President
<PAGE>   111
                                 GSJC LAND LLC, as Ground Lessor

                                 By: The Goldman Sachs Group, Inc., its sole
                                 member

                                 By /s/ Barry L. Zubrow
                                   _____________________________________________
                                        Name:  Barry L. Zubrow
                                        Title: Executive Vice President
<PAGE>   112
                                 HUDSON STREET LESSOR L.L.C., as Ground
                                 Lessee

                                 By: Hudson Street Lessor Investment
                                      Trust 2000-1, its sole member

                                 By: Wilmington Trust Company, not in its
                                      individual capacity but solely as its
                                      Trustee

                                      /s/ Kathleen A. Pedelini
                                 By_____________________________________________
                                          Name:  Kathleen A. Pedelini
                                          Title: Administrative Account Manager
<PAGE>   113
                                 30 HUDSON STREET LESSOR URBAN
                                 RENEWAL L.L.C., as Lessor

                                 By: Hudson Street Lessor L.L.C., its sole
                                 member

                                 By: Hudson Street Lessor Investment Trust
                                      2000-1, its sole member

                                 By: Wilmington Trust Company, not in its
                                       individual capacity but solely as its
                                       Trustee

                                      /s/ Kathleen A. Pedelini
                                 By_____________________________________________
                                          Name:  Kathleen A. Pedelini
                                          Title: Administrative Account Manager



                                 50 HUDSON STREET LESSOR URBAN
                                 RENEWAL L.L.C., as Lessor

                                 By: Hudson Street Lessor L.L.C., its sole
                                 member

                                 By: Hudson Street Lessor Investment Trust
                                      2000-1, its sole member

                                 By: Wilmington Trust Company, not in its
                                       individual capacity but solely as its
                                       Trustee

                                      /s/ Kathleen A. Pedelini
                                 By_____________________________________________
                                          Name:  Kathleen A. Pedelini
                                          Title: Administrative Account Manager
<PAGE>   114
                                 CREDIT LYONNAIS LEASING CORP., as an
                                 Investor

                                      /s/ Les M. Wertheim
                                 By_____________________________________________
                                          Name:  Les M. Wertheim
                                          Title: President
<PAGE>   115
                                 WESTDEUTSCHE LANDESBANK
                                 GIROZENTRALE, NEW YORK BRANCH, as
                                 an Investor

                                      /s/ Terence R. Law
                                 By_____________________________________________
                                          Name:  Terence R. Law
                                          Title: Director

                                      /s/ Edward R. Bauzyk
                                 By_____________________________________________
                                          Name:  Edward R. Bauzyk
                                          Title: Associate Director
<PAGE>   116
                                 BANC OF AMERICA FACILITIES LEASING,
                                 LLC, as an Investor


                                          [Signature]
                                 By_____________________________________________
                                          Name:
                                          Title:
<PAGE>   117
                                 HUDSON STREET LESSOR INVESTMENT
                                 TRUST 2000-1, as Beneficial Owner

                                 By: Wilmington Trust Company, not in its
                                 individual capacity but solely as Trustee


                                 By /s/ Kathleen A. Pedelini
                                    ____________________________________________
                                          Name: Kathleen A. Pedelini
                                          Title: Administrative Account Manager
<PAGE>   118
                                 WILMINGTON TRUST COMPANY, not in its
                                 individual capacity except as expressly stated
                                 herein, but solely as Trustee


                                 By /s/ Kathleen A. Pedelini
                                    ____________________________________________
                                          Name: Kathleen A. Pedelini
                                          Title: Administrative Account Manager
<PAGE>   119
                                 HUDSON STREET FUNDING
                                 CORPORATION, as a Lender


                                 By /s/ Andrew L. Stidd
                                    ____________________________________________
                                          Name: Andrew L. Stidd
                                          Title: President
<PAGE>   120
                                 GOLDMAN, SACHS & CO.,
                                  as Administrative Agent

                                 By /s/ Barry L. Zubrow
                                    ____________________________________________

                                     Barry L. Zubrow
                                     Authorized Signatory
<PAGE>   121
                                 HATTERAS FUNDING CORPORATION,
                                  as a Lender

                                 By /s/ Kevin P. Burns
                                    ____________________________________________
                                          Name: Kevin P. Burns
                                          Title: Vice President
<PAGE>   122
                                 BANK OF AMERICA, NATIONAL
                                 ASSOCIATION, as Administrator

                                 By /s/ M. Randall Ross
                                    -----------------------------
                                    Name:  M. Randall Ross
                                    Title: Principal


                                 BANK OF AMERICA, NATIONAL
                                 ASSOCIATION, as Liquidity Agent

                                 By /s/ M. Randall Ross
                                    -----------------------------
                                    Name:  M. Randall Ross
                                    Title: Principal
<PAGE>   123
                                 THE CHASE MANHATTAN BANK, as
                                 Collateral Agent

                                 By /s/ Cynthia Kerpen Smiros
                                    -----------------------------
                                     Name:  Cynthia Kerpen Smiros
                                     Title: Vice President
<PAGE>   124
                                 BANK OF AMERICA, N.A., as a Liquidity
                                 Purchaser

                                 By /s/ James F. Devers, Jr.
                                    ------------------------------
                                     Name:  James F. Devers, Jr.
                                     Title: Managing Director
<PAGE>   125
                                 COMMERZBANK
                                 AKTIENGESELLSCHAFT NEW YORK
                                 AND GRAND CAYMAN BRANCHES, as
                                 a Liquidity Purchaser

                                 By /s/ Arndt E. Bruns
                                    ____________________________________________
                                          Name: Arndt E. Bruns
                                          Title: Assistant Vice President



                                 By /s/ Michael P. McCarthy
                                     ___________________________________________
                                          Name: Michael P. McCarthy
                                          Title: Vice President
<PAGE>   126
                                 DEN DANSKE BANK AKTIESELSKAB,
                                 CAYMAN ISLANDS BRANCH, as a
                                 Liquidity Purchaser

                                 By /s/ Anders Mersen
                                    ____________________________________________
                                          Name: Anders Mersen
                                          Title: Vice President



                                 By /s/ John A. O'Neill
                                    ____________________________________________
                                          Name: John A. O'Neill
                                          Title: Vice President
<PAGE>   127
                                 MELLON BANK, N.A, as a Liquidity
                                 Purchaser

                                 By /s/ Thomas Caruso
                                    ____________________________________________
                                          Name: Thomas Caruso
                                          Title: Vice President
<PAGE>   128
                                 THE BANK OF NEW YORK, as a
                                 Liquidity Purchaser

                                 By /s/ John Vinci
                                    ____________________________________________
                                          Name: John Vinci
                                          Title: Vice President
<PAGE>   129
                                 WESTDEUTSCHE LANDESBANK
                                 GIROZENTRALE, NEW YORK
                                 BRANCH, as a Liquidity Purchaser

                                 By /s/ Terence R. Law
                                    ____________________________________________
                                          Name: Terence R. Law
                                          Title: Director



                                 By /s/ Edward R. Bauzyk
                                    ____________________________________________
                                          Name: Edward R. Bauzyk
                                          Title: Associate Director
<PAGE>   130
                                   SCHEDULE I

                           TO PARTICIPATION AGREEMENT

                            Description of Properties
<PAGE>   131
                              ANNEX I TO SCHEDULE I

                             Description of the Land









































                                  Schedule I-2
<PAGE>   132
                                   SCHEDULE II
                           TO PARTICIPATION AGREEMENT

                 Addresses for Payment and Other Communications

(a)         Lessee and Construction Agent:

            GSJC 30 HUDSON URBAN RENEWAL L.L.C.
            GSJC 50 HUDSON URBAN RENEWAL L.L.C.
            85 Broad Street, 27th Floor
            New York, New York 10004

            Attention:     Alan Scott and Talya Nevo-Hacohen
            Telephone:     (212) 357-1389 and (212) 902-5315
            Facsimile:     (212) 428-1538 and (212) 493-0214

            Account Information:
            c/o The Chase Manhattan Bank
            Name of Account:  GSJC 30/50 Hudson Urban Renewal L.L.C.
            Account No.:   066-618576
            ABA No.:       021000021

(b)         Guarantor:

            THE GOLDMAN SACHS GROUP, INC.
            85 Broad Street, 27th Floor
            New York, New York 10004

            Attention:     Barry L.  Zubrow
            Telephone:     (212) 902-6126
            Facsimile:     (212) 412-9877

(c)         Ground Lessee and Lessor:

            HUDSON STREET LESSOR L.L.C.
            c/o Wilmington Trust Company
            Rodney Square North
            1100 North Market Street
            Wilmington, Delaware 19890-0001
            Attention:     Corporate Trust Department
            Telephone:     (302) 651-1000
            Facsimile:     (302) 651-8882


                                  Schedule II-1
<PAGE>   133
            30 HUDSON STREET LESSOR URBAN RENEWAL L.L.C.
            50 HUDSON STREET LESSOR URBAN RENEWAL L.L.C.
            c/o Wilmington Trust Company
            Rodney Square North
            1100 North Market Street
            Wilmington, Delaware 19890-0001
            Attention:              Corporate Trust Department
            Telephone:              (302) 651-1000
            Facsimile:              (302) 651-8882

(d)         Investors:

      (i)   CREDIT LYONNAIS LEASING CORP.
            1301 6th Avenue
            New York, NY 10019

            Commitment Amount :                             $31,250,000
            Commitment Percentage:                          42.955326%

            Attention:              Terry Grant
            Telephone:              212-261-7783
            Facsimile:              212-459-3169

            Account Information:
            Bank Name:              Credit Lyonnais NY
            Name of Account:  Loan Servicing
            Re:                     Goldman Synthetic Lease
            Attention:              S. Ruffer
            Account No.:            01-88179370100
            ABA No.:                026 008 073

     (ii)   BANC OF AMERICA FACILITIES LEASING, LLC
            555 California Street, 4th Floor
            Mail Code CA5-705-04-01
            San Francisco, CA 94104

            Commitment Amount:                              $31,500,000
            Commitment Percentage:                          43.298969%

            Attention:              Linda Flexo
            Telephone:              415-765-7464
            Facsimile:              415-765-7373

            Account Information:
            Bank Name:              Bank of America, National Association
            Bank Address:           San Francisco, CA
            Name of Account: Banc of America Facilities Leasing, LLC
            Re:                     The Goldman Sachs Group, Inc.

                                  Schedule II-2
<PAGE>   134
            Attention:              Dick Walter, Dept 15810, (415) 765-7476
            Account No.:            12578-03258
            ABA No.:                121 000 358

     (iii)  WESTDUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH
            1211 Avenue of the Americas
            New York, NY 10036

            Commitment Amount: $10,000,000
            Commitment Percentage: 13.745704%

            Attention:              Terence R. Law
            Telephone:              212-852-6242
            Facsimile:              212-852-6156

            Account Information:
            Bank Name:              Chase Manhattan Bank
            Name of Account:        Westdeutsche Landesbank
                                    Girozentrale, New York Branch
            Re:                     Goldman Sachs Group, Inc.
                                    Synthetic Lease Financing
            Attention:              Darryl Fennell
            Account No:             920-1-060663
            ABA No:                 021-000-021

(e)         Lenders:

      (i)   HUDSON STREET FUNDING CORPORATION
            c/o Global Securitization Services, LLC
            114 West 47th Street, Suite 1715
            New York, New York 10036

            Commitment Amount: $1,392,765,000

            Attention:              Andrew L. Stidd
            Telephone:              212-302-5151
            Facsimile:              212-302-8767

            With a copy to:

            GOLDMAN, SACHS & CO.
            As Administrative Agent
            85 Broad Street
            New York, New York 10004

            Attention: Israel Kaufman/ Tayla Nevo-Hacohen
            Telephone: (212)902-8662/ (212) 902-5315
            Facsimile: (212) 902-3325

                      Schedule II-3
<PAGE>   135
           Account Information on Commercial Paper Account

           ABA/Acct. No.: 02100021/507943600
           Attention: Michael Abraham
           Telephone: (212) 946-7516
           Fax: (212) 946-8181

           Operating Account

           ABA/Acct. No.: 02100021/066-618681
           Attention: Israel Kaufman and Talya Nevo-Hacohen
           Telephone: (212) 902-1000
           Fax: (212) 902-3000

    (ii)   HATTERAS FUNDING CORPORATION
           c/o Global Securitization Services, LLC
           114 West 47th Street, Suite 1715
           New York, New York 10036

           Attention:              Andrew L. Stidd
           Telephone:              (212) 302-5151
           Facsimile:              (212) 302-8767

           Bank Name:              US Bank Trust, National Association
           Bank Address:           New York, New York
           ABA No.:                091-000-022
           Account No.:            1731 0185 1827
           Account Name:           Hatteras Funding Corporation
           Further Credit To:  Accutrust, 770 8647
           Attention:              R.  Callender/R. Radich
           Reference:              Goldman Sachs/Hudson Street

(f)        Liquidity Agent, Administrator, Administrative Agent and Collateral
           Agent

     (i) Liquidity Agent

           BANK OF AMERICA, NATIONAL ASSOCIATION
           Independence Center, NCI-001-15-04
           101 North Tryon Street
           Charlotte, North Carolina 28255

           Attention:              Libby Garver
           Telephone:              704-386-8451
           Facsimile:              704-409-0004

           Account Information:
           Bank Name:              Bank of America, National Association
           Bank Address:           Charlotte, North Carolina

                                  Schedule II-4
<PAGE>   136
       ABA No.:                053-000-196
       Account No.:            1366212250600
       Account Name:           Corporate Credit Services
       Attention:              Libby Garver
       Reference:              Goldman Sachs/Hudson Street

(ii)   Administrator

       BANK OF AMERICA, NATIONAL ASSOCIATION
       Interstate Tower, NC1-005-15-01
       121 West Trade Street
       Charlotte, North Carolina 28255

       Attention:              M. Randall Ross
       Telephone:              (704) 386-8234
       Facsimile:              (704) 386-0892

       Account Information:
       Bank Name:              Bank of America, National Association
       Bank Address:           Charlotte, North Carolina
       ABA No.:                053-000-196
       Account No.:            1366212250600
       Account Name:           Corporate Credit Services
       Attention:              Libby Garver
       Reference:              Goldman Sachs/Hudson Street

(iii) Administrative Agent

       GOLDMAN, SACHS & CO.
       85 Broad Street, 27th Floor
       New York, New York 10004

       Telephone:              (212) 902-1000
       Facsimile:              (212) 902-3000

(iv) Collateral Agent

       THE CHASE MANHATTAN BANK
       450 West 33rd Street, 14th Floor
       New York, New York 10001

       Capital Markets Fiduciary Services/Structured Finance Services
       Attention: Aranka Paul
       30-50 Hudson Street Funding Account
       Telephone:              (212) 946-3200
       Facsimile:              (212) 946-8191


       Account Information:


                                  Schedule II-5
<PAGE>   137
            Name of Account: 30-50 Hudson Street Funding Account
            Account No.: 507944089
            ABA No.:                021000021

(g)         Trust, Trust Company and Trustee

            WILMINGTON TRUST COMPANY
            Rodney Square North
            1100 North Market Street
            Wilmington, Delaware 19890-0001

            Attention:              Corporate Trust Administration
            Telephone:              302-651-1000
            Facsimile:              302-651-8882

            ABA:                    031100092

(h)         Liquidity Purchasers :

     (i)    BANK OF AMERICA, N.A.
            101 North Tryon Street
            Charlotte, NC 28255

            Commitment Amount:            $41,000,000
            Commitment Percentage:        20.603015%

            Attention:              Herb Boyd
            Telephone:              704-388-3225
            Facsimile:              704-409-0002

            Domestic Lending Office: same

            Eurodollar Lending Office: same

            Account Information:
            Bank Name:                 Bank of America, N.A.
            Name of Account:           Credit Services
            Re:                        Goldman Sachs Synthetic Lease
            Account No.:               1366212250600
            ABA No.:                   053 000 196


     (ii)   COMMERZBANK AKTIENGESELLSCHAFT NEW YORK BRANCH AND GRAND
            CAYMAN BRANCHES
            Two World Financial Center
            New York, New York 10281-1050

            Commitment Amount:              $41,000,000
            Commitment Percentage:          20.603015%


                                  Schedule II-6
<PAGE>   138
            Attention:              Leonora Kazanovich
            Telephone:              212-266-7379
            Facsimile:              212-266-7593

            Domestic Lending Office: same

            Eurodollar Lending Office: same

            Account Information:
            Bank Name:              Commerzbank AG New York Branch
            For:                    30 Hudson Street Lessor Urban Renewal LLC
                                    - Account No. 150-1033075
                                    50 Hudson Street Lessor Urban Renewal LLC
                                    - Account No. 150-1040542
            Attention:              Credit Administration
            ABA No.:                026 008 044

     (iii)  DEN DANSKE BANK AKTIESELSKAB, CAYMAN ISLANDS BRANCH
            c/o Den Danske Bank, New York Branch
            280 Park Avenue, 4th Floor - East Building
            New York, New York 10017

            Commitment Amount:                              $19,500,000
            Commitment Percentage:                          9.798995%

            Attention:              Anders Iversen
            Telephone:              212-984-8468
            Facsimile:              212-370-1682

            Domestic Lending Office:                        same

            Eurodollar Lending Office:                      same

            Account Information:
            Bank Name:        Den Danske Bank Aktieselskab, New York, New York
            Name of Account:  Cayman Islands Branch
            Re:               Goldman Sachs - 5yr synthetical lease fac.
            ABA No.:          026-003-719


                 (iv)   MELLON BANK, N.A.
                        One Mellon Bank Center
                        Pittsburgh, Pa.  15258

                        Commitment Amount:                  $34,100,000
                        Commitment Percentage:              17.135678%

                        Attention:              Thomas P. Caruso
                        Telephone:              212-330-1317


                                  Schedule II-7
<PAGE>   139
       Facsimile:              212-330-1332

       Domestic Lending Office: same

       Eurodollar Lending Office: same

       Account Information:
       Bank Name:              Mellon Bank Financial Corp.
       Name of Account:        CLAS
       Re:                     Goldman Sachs
       Account No.:            9908 73800
       ABA No.:                043 00261

(v)    THE BANK OF NEW YORK
       One Wall Street
       New York, New York
       10286

       Commitment Amount:                              $24,400,000
       Commitment Percentage:                          12.261307%

       Attention:              John Vinci
       Telephone:              212-635-6715
       Facsimile:              212-809-9575

       Domestic Lending Office: same

       Eurodollar Lending Office: same

       Account Information:
       Bank Name:              The Bank of New York
       Name of Account:        Broker Services
       Re:                     Goldman Sachs Group
       Attention:              Douglas Ottley
       Account No.:            GLA111231
       ABA No.:                021000018


     (vi)   WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH
            1211 Avenue of the Americas
            New York, New York 10036

            Commitment Amount:                              $39,000,000
            Commitment Percentage:                          19.597990%

            Attention:              Terence R.  Law
            Telephone:              212-852-6242
            Facsimile:              212-852-6156

            Domestic Lending Office: same


                                 Schedule II-8
<PAGE>   140
            Eurodollar Lending Office: same

            Account Information:
            Bank Name:       Chase Manhattan Bank, One Chase Manhattan Plaza
            Name of Account: Westdeutsche Landesbank Girozentrale, New York
                             Branch
            Re:              Goldman Sachs Group, Inc.  Synthetic Lease
                             Financing
            Attention:       Darryl Fennell
            Account No.:     920-1-060663
            ABA No.:         021-000-021

(i)         Rating Agencies:

            STANDARD & POOR'S RATINGS SERVICES
            55 Water Street
            New York, New York  10004
            Attention: Christine Scaperdas

            MOODY'S INVESTORS SERVICE, INC.
            Structured Finance Group
            99 Church Street, Fourth Floor
            New York, New York  10007
            Attention: Sam Pilcer

(j)         Placement Agent:

            GOLDMAN, SACHS & CO.
            85 Broad Street, 27th Floor
            New York, New York 10004

            Attention:              Jean-Luc Sinniger
            Telephone:              212-902-3692
            Facsimile:              212-357-8680




                                  Schedule II-9
<PAGE>   141
                                  SCHEDULE III
                           TO PARTICIPATION AGREEMENT


                             Filings and Recordings

Part A - Lessee Financing Statements:

(13)         Debtor:          GSJC 30 Hudson Urban Renewal L.L.C.
            Secured Party:    30 Hudson Street Lessor Urban Renewal L.L.C. and
                              50 Hudson Street Lessor Urban Renewal L.L.C.

(14)         Debtor:          GSJC 50 Hudson Urban Renewal L.L.C.
            Secured Party:    30 Hudson Street Lessor Urban Renewal L.L.C. and
                              50 Hudson Street Lessor Urban Renewal L.L.C.

To be filed in the following states and offices:

            1.    New Jersey:   New Jersey Secretary of State
                                Official Public Records of Real Property of
                                Hudson County, New Jersey

            2.    New York:     New York Secretary of State
                                New York County Clerk


Part B - Lessor Financing Statements:

(1)         Debtor:     30 Hudson Street Lessor Urban Renewal L.L.C.
            Secured Party:         The Chase Manhattan Bank, as Collateral Agent

(2)         Debtor:     50 Hudson Street Lessor Urban Renewal L.L.C.
            Secured Party:         The Chase Manhattan Bank, as Collateral Agent

To be filed in the following states and offices:

            1.          New Jersey:   New Jersey Secretary of State
                                      Official Public Records of Real Property
                                      of Hudson County, New Jersey

            2.          Delaware:     Delaware Secretary of State






                                 Schedule III-1
<PAGE>   142
Part C - Ground Lessee Financing Statements:

Debtor:                 Hudson Street Lessor L.L.C.
Secured Party:          The Chase Manhattan Bank, as Collateral Agent

To be filed in the following states and offices:

            1.    New Jersey:    New Jersey Secretary of State
                                 Official Public Records of Real Property of
                                 Hudson County, New Jersey

            2.    Delaware:      Delaware Secretary of State

Part D - Ground Lessor Financing Statements:

Debtor:                 GSJC Land LLC
Secured Party:          30 Hudson Street Lessor Urban Renewal L.L.C. and
                        50 Hudson Street Lessor Urban Renewal L.L.C.


To be filed in the following states and offices:

            1.    New Jersey: New Jersey Secretary of State
                              Official Public Records of Real Property of Hudson
                              County, New Jersey

            2.    New York:   New York Secretary of State
                              New York County Clerk





                                 Schedule III-2
<PAGE>   143
                                   SCHEDULE IV
                           TO PARTICIPATION AGREEMENT


                              Appraisal Information


Site Information
----------------

--       Legal Description of Sites 3 and 4
--       Sale Deed (land)
--       Survey
--       Colgate Master Plan
--       Tax Abatement application for Sites 3 and 4, April 12, 2000
--       Copy of most recent Jersey City real estate tax bill for second
         quarter, due May 1, 20000, fully paid.
--       Engineering Report, prepared by Mueser Rutledge as part of land
         acquisition due diligence dated November 19,1999

Development Information

--       Resolutions of the Jersey City Planning Board passed at its regular
         meeting on April 11, 2000 and memorialized on April 25, 2000:

         --       Resolution approving Amendment to Colgate Redevelopment Plan

         --       Resolution approving Amendment No. VIII of Colgate Master Plan

         --       Resolution granting Preliminary Site Plan Approval for Site
                  Plan No. P00-14 for 30-50 Hudson Street

         --       Resolution granting Preliminary Site Plan Approval for Site
                  Plan No. P00-13 for 55 Hudson Street

--       Ordinance of the City of Jersey City passed at its meeting of April 26,
         2000, adopting amendments to Colgate Redevelopment Plan together with
         the attached amended plan

--       Site Plan Application of GSJC Land LLC for development of 30-50 Hudson

--       Amendment VIII to Colgate Master Plan

Design Information

--       Office Tower and Hotel/Conference and Training Center Design Criteria:
         Mechanical and Electrical Load Summaries, prepared by Jaros, Baum &
         Bolles, dated March 22, 2000
--       Building Population Study - Site 4 (drawings), prepared by Skidmore
         Owings & Merrill, dated March 29, 2000
--       Building Population Analysis - Site 4 (revised chart), prepared by
         Skidmore Owings & Merrill, dated April 21, 2000
--       Economic Research Associates report on retail feasibility, dated April
         6, 2000
--       GS Pine Street Learning Center (hotel and conference center study)
         prepared by Oxford Capital Partners, dated March 6, 2000.
--       Hotel information based on two studies prepared by Skidmore Owings &
         Merrill, dated May 8, 2000
--       Projected operating budget for 30 Hudson, based on 85 Broad Street
         FY2000 operating budget
--       Sample program layouts prepared by Skidmore Owings & Merrill, dated May
         9, 2000
--       Key MEP Benchmark Comparisons prepared by Jaros, Baum & Bolles, dated
         May 22, 2000
<PAGE>   144
--       Structural design criteria prepared by Thornton Tomasetti, dated May
         22, 2000

Technology Information

--       Technology Summary prepared by Goldman Sachs, dated May 11, 2000
--       GS new space technology assumptions prepared by Goldman Sachs, dated
         February 18, 2000
--       GS University and Hotel at 50 Hudson Street technology assumptions
         prepared by Goldman Sachs, dated May 9, 2000
--       Cabling and facilities budget back-up for 30 Hudson Street, prepared by
         Goldman Sachs, dated May 1, 2000
--       180 Maiden Lane technology budget provided by Goldman Sachs as
         comparative information -- 30 and 50 Hudson Street technology budgets,
         prepared by Goldman Sachs, dated March 28, 2000



                                  Schedule IV-2
<PAGE>   145
                                   SCHEDULE V
                           TO PARTICIPATION AGREEMENT


                         Account and Wiring Information


1.          Cash Collateral Account
            Account No.: 507-943783
            ABA No.: 021000021

2.          Commercial Paper Account
            Account No.: 507-943600
            ABA No.: 021000021
<PAGE>   146
                                   SCHEDULE VI
                           TO PARTICIPATION AGREEMENT

                       Non-Capitalizable Transaction Costs

            Transaction Costs described in clauses (b), (c), (d), (e), (f) of
the definition of "Transactions Cost" (to the extent of fees relating to
Environmental Audits but not the Appraisals), (h), (i), (j), (l), (m), (n) (to
the extent payable to the Investors only), (o) and (p).
<PAGE>   147
                               SCHEDULE 5.1(A)(V)
                           TO PARTICIPATION AGREEMENT

LEGAL PROCEEDINGS

1. Letter, dated May 19, 2000, from Gregory A. Lemand, Conservation Projects
Manager NY/NJ BayKeeper, to Karl Brown, NJDEP Office of Marine Management.
<PAGE>   148
                                   APPENDIX A
                           TO PARTICIPATION AGREEMENT


                         Definitions and Interpretation




<PAGE>   149
                                                                [Execution Copy]

                                   APPENDIX A
                                       TO
                             PARTICIPATION AGREEMENT


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

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

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

         (c)  words importing a gender include any gender;

         (d) a reference in any Operative Document to a part, clause, section,
exhibit or schedule without further description is a reference to a part, clause
and section of, and exhibit and schedule to, such Operative Document;

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

         (f) a reference to a document includes, unless the context thereof
otherwise requires, any amendment or supplement to, or replacement or novation
of, that document;

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

         (h) a reference to "including" means including without limiting the
generality of any description preceding such term and for purposes hereof a
general statement followed by or referable to an enumeration of specific matters
shall not be limited to matters similar to those specifically mentioned; and

         (i) the word "until," when used in the context of a date for payment,
means until (but excluding) such date for payment.

         II. 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.

         III. Defined Terms. Terms defined herein have the respective meanings
indicated below when used in each Operative Document.
<PAGE>   150
                                                                   Appendix A to
                                                         Participation Agreement


         "ABR" means, for any period, for any day, a rate per annum (rounded
upwards, if necessary, to the next 1/100th of 1%) equal to the greater of (a)
the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in
effect one day prior to such day plus 1/2 of 1%. For purposes hereof: "Prime
Rate" means the rate of interest per annum publicly announced from time to time
by Bank of America as its prime rate in effect at its principal office in
Charlotte (the Prime Rate not being intended to be the lowest rate of interest
charged by Bank of America in connection with extensions of credit to debtors);
and "Federal Funds Effective Rate" means, for any day, the weighted average of
the rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published on such day or,
if such day is not a Business Day, on the next preceding Business Day, by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for the day of such
transactions received by the Liquidity Agent from three federal funds brokers of
recognized standing selected by it. If for any reason the Liquidity Agent shall
have determined (which determination shall be conclusive absent manifest error)
that it is unable to ascertain the Federal Funds Effective Rate for any reason,
including the inability or failure of the Liquidity Agent to obtain sufficient
quotations in accordance with the terms thereof, the ABR shall be determined
without regard to clause (b) of the first sentence of this definition, as
appropriate, until the circumstances giving rise to such inability no longer
exist. Any change in the ABR due to a change in the Prime Rate or the Federal
Funds Effective Rate shall be effective as of the opening of business on the
effective day of such change in the Prime Rate or the Federal Funds Effective
Rate, respectively.

         "ABR Loan" means a B Loan which is bearing interest at a rate of
interest determined by reference to the ABR.

         "Act" is defined in Schedule A of the Ground Lessee Limited Liability
Company Agreement and Schedule A of the Lessee Limited Liability Company
Agreement.

         "Additional Placement Agent" means any placement agent, other than GS &
Co., appointed by HSFC to place the Commercial Paper Notes of HSFC pursuant to a
Commercial Paper Placement Agreement (HSFC).

         "Address" means, subject to the right of the party in question to
change its Address in accordance with the terms of the Operative Documents:

                  (a) with respect to Lessor and Ground Lessee, c/o Wilmington
         Trust Company, Rodney Square North, 1100 North Market Street,
         Wilmington, Delaware 19890-0001, Attn.: Corporate Trust Department,
         with a copy to Mayer, Brown & Platt, 1675 Broadway, New York, New York
         10019, Attention: Barry K. Gassman, Esq.

                  (b) with respect to Lessee, Ground Lessor or Guarantor, c/o
         The Goldman Sachs Group, Inc., 85 Broad Street, New York, New York
         10004, Attention: Barry Zubrow, with a copy to the same address
         Attention: Alan Scott and with a second copy to the same address:
         Attention: Real Estate, and with a copy to Sullivan & Cromwell, 125
         Broad Street, New York, New York 10004, Attention: Arthur S. Adler,
         Esq.


                                      -2-
<PAGE>   151
                                                                   Appendix A to
                                                         Participation Agreement

               (c) with respect to the Agents, the address provided by the
         applicable Agent to the other parties to any Operative Document as its
         address for notices.

         "Administration Agreement" means the Administration Agreement dated as
of the Documentation Date, between HSFC and the Administrative Agent.

         "Administrative Agent" means GS & Co., in its capacity as
Administrative Agent for HSFC under the Administration Agreement.

         "Administrator" means Bank of America, in its capacity as administrator
of the Conduit.

         "Advance" means (i) an advance of funds by any Lender or Investor to
the Ground Lessee for the Lessor pursuant to Section 2.2 of the Participation
Agreement, and (ii) an advance of funds by the Lessor to the Construction Agent
pursuant to Section 2.2 of the Participation Agreement, as applicable.

         "Advance Date" means the date on which any Advance is made.

         "Advance Request" means any request for an Advance made by the Lessee
as Construction Agent for the Lessor to Ground Lessee, HSFC and the Conduit,
substantially in the form of Exhibit A to the Participation Agreement.

         "Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with, such Person. For
purposes of this definition, the term "control" (including the correlative
meanings of the terms "controlling," "controlled by" and "under common control
with"), as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management
policies of such Person, whether through the ownership of voting securities or
by contract or otherwise, provided (but without limiting the foregoing) that no
pledge of voting securities of any Person without the current right to exercise
voting rights with respect thereto shall by itself be deemed to constitute
control over such Person.

         "Agent" means any of the Liquidity Agent, the Administrator, the
Collateral Agent or the Administrative Agent and "Agents" means the Liquidity
Agent, the Administrator, the Collateral Agent and the Administrative Agent
collectively.

         "Aggregate Available Commitments" means, as of any date of
determination, the sum of (i) without duplication, the Available Commitments of
the Liquidity Purchasers under the Conduit Loan Agreement, (ii) the Available
Commitment of HSFC and (iii) the Available Commitment of the Investors.

         "Aggregate Commitments" means the sum of (i) without duplication, the
Commitment Amounts of the Liquidity Purchasers under the LAPA and the Conduit
Loan Agreement, (ii) the Commitment Amount of HSFC and (iii) the Commitment
Amount of the Investors.


                                      -3-
<PAGE>   152
                                                                   Appendix A to
                                                         Participation Agreement


         "Alterations" means, with respect to the Properties, alterations,
additions, improvements, modifications and additions to the Properties.

         "Applicable Laws" means all existing and future applicable laws, rules,
regulations, statutes, treaties, codes, ordinances, permits, certificates,
orders and licenses of and interpretations by, any Governmental Authority, and
applicable judgments, decrees, injunctions, writs, orders or like action of any
court, arbitrator or other administrative, judicial or quasi-judicial tribunal
or agency of competent jurisdiction (including Environmental Laws and other laws
pertaining to health, safety or the environment and those pertaining to the
construction, use or occupancy of the Properties) and any restrictive covenant
or deed restriction or easement of record affecting the Properties, and any
requirements of applicable insurance companies or insurance regulatory agencies.
To the extent Lessee or any other party obtains an exemption, variance or
similar exception to any Applicable Laws for or in connection with the
Properties, including any zoning or building ordinances or regulations, then
Applicable Laws shall be construed to mean Applicable Laws as so applicable to
the Properties.

         "Appraisal" means an appraisal, prepared by the Appraiser, of the Land
and Improvements on an as-built basis, to be delivered pursuant to Section
4.1(x) of the Participation Agreement.

         "Appraised Value" is defined in Section 23(b) of the Ground Lease and
Section 18(b) of the Ground Sublease.

         "Appraiser" means Cushman & Wakefield or such other Person as may be
selected by Lessor and is reasonably acceptable to Lessee.

         "Approved Custodian" means Chase, Goldman, Sachs & Co. or any other
bank, broker-dealer or financial institution approved by the Administrative
Agent to hold funds, Eligible Securities and/or other assets on the Company's
behalf.

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

         "Arbitration Costs" is defined in Section 9.2(d) of the Lease.

         "Arranger" means Banc of America Leasing & Capital LLC.

         "Arranger Fee Letter" means the letter dated April 12, 2000 between
Arranger and GS & Co.

         "As-Built Appraisal" is defined in Section 4.1(x) of the Participation
Agreement.

         "Asset" means any loan made by the Conduit or purchased by the Conduit
relating to an Eligible Asset.


                                      -4-
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                                                                   Appendix A to
                                                         Participation Agreement


         "Asset Loan Agreement" means an agreement entered into by the Conduit
and liquidity banks pursuant to which either the Conduit or liquidity banks make
loans or purchase notes in relation to one or more Eligible Assets.

         "Assignee Bank" has the meaning assigned to such term in Section
10.1(b) of the LAPA.

         "Assignment and Acceptance" means any assignment and acceptance
delivered pursuant to Section 8.1 of the Participation Agreement.

         "Assignment of Leases" means, collectively, the Lessee Assignment of
Leases, the Ground Lessee Assignment of Leases and the Lessor Assignment of
Leases.

         "Authority" means any applicable foreign, federal, state, county,
municipal or other government, quasi-government or regulatory authority, agency,
board, body, commission, instrumentality, court or tribunal, or any political
subdivision of any thereof, or arbitrator or panel of arbitrators.

         "Authorized Officer" means (a) with respect to Lessor, any officer of
Lessor who shall be duly authorized to execute the Operative Documents and (b)
with respect to the Trust Company, any officer in the Corporate Trust Department
of Trust Company, including any Vice President, Assistant Vice President,
Secretary, Assistant Secretary or any other officer of Trust Company customarily
performing functions similar to those performed by any of the above designated
officers and also, with respect to a particular matter, any other officer to
whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.

         "Authorized Representative" is defined in Section 4 of the Depositary
Agreement of HSFC.

         "Available Commitment" means (a) as to each Liquidity Purchaser, such
Liquidity Purchaser's Commitment Amount under the Conduit Loan Agreement or the
LAPA reduced in either case by the sum of the amount of (i) the aggregate
principal amount of all Outstanding Liquidity Purchases made by such Liquidity
Purchaser and (ii) the aggregate principal amount of all Outstanding Facility
Loans made by such Liquidity Purchaser, (b) as to HSFC, HSFC's Commitment Amount
reduced by the aggregate principal amount of all Outstanding HSFC Loans and (c)
as to each Investor, such Investor's Commitment Amount reduced by its then
Investor Amount.

         "B Loan" is defined in Section 2.1(b) of the Conduit Loan Agreement.

         "B Notes" is defined in Section 2.3(b) of the Conduit Loan Agreement.

         "Bank of America" means Bank of America, N.A.

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


                                      -5-
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                                                                   Appendix A to
                                                         Participation Agreement


         "Bankruptcy Default" means, with respect to the Lessee or GS, an
Insolvency Event without regard to the cure or grace periods provided therein.

         "Base Rent" means the rent payable pursuant to Section 3.1 of the
Lease.

         "Beneficial Owner" means the Trust, as beneficial owner of the Ground
Lessee.

         "Benefit Arrangement" means at any time an employee benefit plan within
the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan
and which is maintained or otherwise contributed to by any member of the ERISA
Group.

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

         "Book-Entry Notes" is defined in Section 5(a) of the Depositary
Agreement of HSFC.

         "Borrower" means, with respect to the Conduit Loan Agreement and the
HSFC Loan Agreement, the Ground Lessee.

         "Business Day" means (a) any day other than a Saturday, Sunday or other
day on which commercial banks in Charlotte, North Carolina or New York, New York
are authorized or required by law to close, and (b) in the case of a Eurodollar
Loan, any day on which dealings in U.S. dollar deposits are carried on in the
interbank Eurodollar market and on which commercial banks are open for domestic
and international business in Charlotte, North Carolina and London.

         "Capitalizable Transaction Costs" means all Transaction Costs other
than Non-Capitalizable Transaction Costs.

         "Cash Collateral Account" means the special purpose, segregated account
(Account No. 507-943783, ABA No. 21000021) established by the Investors, HSFC
and the Conduit and maintained by the Collateral Agent for the benefit of HSFC,
the Conduit and the Investors; the operation of the Cash Collateral Account
shall be governed by the Security Agreement and the Participation Agreement.

         "Cash Collateral Subaccount" means either the Cash Collateral
Subaccount (Conduit) or the Cash Collateral Subaccount (HSFC), and "Cash
Collateral Subaccounts" means, collectively, the Cash Collateral Subaccount
(Conduit) and the Cash Collateral Subaccount (HSFC).

         "Cash Collateral Subaccount (Conduit)" means the special purpose,
segregated account (Account No. 057943791, ABA No. 21000021) established by the
Conduit and maintained by the Collateral Agent for the benefit of the Conduit;
the operation of the Cash Collateral Subaccount (Conduit) shall be governed by
the Security Agreement.


                                      -6-
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                                                                   Appendix A to
                                                         Participation Agreement


         "Cash Collateral Subaccount (HSFC)" means the special purpose,
segregated account (Account No. 507943805, ABA No. 21000021) established by HSFC
and maintained by the Collateral Agent for the benefit of HSFC; the operation of
the Cash Collateral Subaccount (HSFC) shall be governed by the Security
Agreement.

         "Casualty" means an event of damage or casualty relating to all or part
of the Properties that does not constitute an Event of Loss.

         "Certificated Notes" is defined in Section 5(a) of the Depositary
Agreement of HSFC.

         "Chase" means The Chase Manhattan Bank.

         "Chase Fee Letter" means the letter agreement dated June 16, 2000
between Chase and GS.

         "Claims" means liabilities, obligations, damages, losses, demands,
penalties, interest, fines, claims, actions, suits, judgments, settlements,
utility charges, costs, fees, expenses and disbursements (including, without
limitation, reasonable, actually-incurred legal fees and expenses and costs of
investigation) of any kind and nature whatsoever.

         "Code" means the Internal Revenue Code of 1986.

         "Collateral" is defined in the Granting Clause Third of the Security
Agreement.

         "Collateral Agent" means The Chase Manhattan Bank, in its capacity as
Collateral Agent under certain of the Operative Documents.

         "Commercial Paper Account" (a) with respect to the Conduit, means the
special purpose segregated trust account established at the corporate trust
office of the Depositary, and which at all times shall be maintained in the
Depositary's corporate trust department and which shall never be considered a
general deposit account and as such shall not be available for set-off or
garnishment by the creditors of the Depositary; such account entitled "Hatteras
Funding Corporation Commercial Paper Account," Account No. 77086471; and (b)
with respect to HSFC, is defined in Section 3 of the Depositary Agreement of
HSFC.

         "Commercial Paper Documents" means, (a) with respect to Conduit,
collectively, (i) the Commercial Paper Notes of the Conduit, (ii) the Depositary
Agreement of the Conduit, (iii) the Security Agreement, (iv) the Commercial
Paper Placement Agreement (Conduit), (v) the Administration Agreement of the
Conduit, (vi) the Management Agreement of the Conduit, (vii) the LAPA and (viii)
the Security Agreement (Conduit); and (b) with respect to HSFC, collectively,
(i) the Commercial Paper Notes of HSFC, (ii) the Depositary Agreement of HSFC,
(iii) the Security Agreement, (iv) the Commercial Paper Placement Agreement
(HSFC), (v) the Administration Agreement of HSFC, (vi) the Management Agreement
of HSFC and (vii) the Master Note Purchase Agreement.

         "Commercial Paper Notes" means (a) with respect to the Conduit, a
promissory note of the Conduit, substantially in the form of Exhibit D, E-1 or
E-2 of the LAPA, issued pursuant to and in

                                      -7-
<PAGE>   156
                                                                   Appendix A to
                                                         Participation Agreement

accordance with the Program Documents to finance the Assets; and (b) with
respect to HSFC, the promissory notes of HSFC substantially in the form of
Exhibit A, B-1 or B-2 of the Depositary Agreement of HSFC issued in the
commercial paper market pursuant to and in accordance with the Commercial Paper
Documents of HSFC.

         "Commercial Paper Placement Agent (Conduit)" means Banc of America
Securities LLC or such other commercial paper placement agents as shall be
appointed from time to time pursuant to the terms of the Program Documents
(Conduit).

         "Commercial Paper Placement Agreement (Conduit)" means any of the
commercial paper placement agreements, executed from time to time, between the
Conduit and a Commercial Paper Placement Agent (Conduit) pursuant to which such
Commercial Paper Placement Agent (Conduit) agrees to act as a placement agent
for the Commercial Paper Notes of the Conduit.

         "Commercial Paper Placement Agreement (HSFC)" means each Commercial
Paper Placement Agreement entered into between HSFC and a Placement Agent.

         "Commitment" means (a) with respect to each Liquidity Purchaser its
obligation (i) to purchase Percentage Interests under the LAPA from the Conduit
or (ii) to make Facility Loans under the Conduit Loan Agreement to the Borrower,
(b) with respect to HSFC, its obligation to make HSFC Loans to the Borrower
under the HSFC Loan Agreement and (c) with respect to each Investor, its
obligation to make Investor Contributions to the Borrower under Section 2.2.2 of
the Participation Agreement.

         "Commitment Amount" means (a) with respect to each Liquidity
Purchaser's Commitment to purchase Percentage Interests under the LAPA, the
amount set forth opposite such Liquidity Purchaser's name on the signature pages
of the LAPA under the caption "Commitment" or, as set forth in an Assignment and
Assumption Agreement executed and delivered by such Liquidity Purchaser, as such
amount may be reduced or increased pursuant to Section 3.5 of the LAPA; (b) with
respect to each Liquidity Purchaser's Commitment to make Facility Loans under
the Conduit Loan Agreement, the amount set forth opposite such Liquidity
Purchaser's name on Schedule II to the Participation Agreement; (c) with respect
to HSFC the amount set forth opposite its name on Schedule II to the
Participation Agreement and (d) with respect to each Investor, the amount set
forth opposite its name on Schedule II to the Participation Agreement.

         "Commitment Percentage" means, with respect to any Liquidity Purchaser,
the percentage that such Liquidity Purchaser's Commitment represents of the
Total Commitment of all of the Liquidity Purchasers.

         "Commitment Period" means the period from and including the
Documentation Date to the date immediately preceding the Lease Commencement Date
or such earlier date on which the Commitments of all Participants shall
terminate as provided in the Operative Documents.

         "Company Capital" means the sum of (i) GS' shareholders equity, and
(ii) the aggregate principal amount of any outstanding indebtedness for borrowed
money of GS that by its terms is

                                      -8-
<PAGE>   157
                                                                   Appendix A to
                                                         Participation Agreement

subordinated to the payment obligations of GS under the Guaranty, all as would
be included on a balance sheet for GS and its subsidiaries at such date.

         "Completion Date" means the date Substantial Completion occurs.

         "Condemnation" means any condemnation, requisition or other taking or
sale of the use, occupancy or title to the Properties or any part thereof in, by
or on account of any eminent domain proceeding or other action by any
Governmental Authority or other Person under the power of eminent domain or
otherwise or any transfer in lieu of or in anticipation thereof, that does not
constitute an Event of Loss.

         "Conduit" means Hatteras Funding Corporation, a Delaware corporation.

         "Conduit Base Rent" means on each Scheduled Payment Date, an amount
equal to the interest due and payable on such date pursuant to the Conduit Loan
Agreement.

         "Conduit CP Event of Default" means any event of default under the
Commercial Paper Documents of the Conduit.

         "Conduit Fee Letter" means the fee letter dated as of June 21, 2000,
between the Conduit and Lessee.

         "Conduit Lender" is defined in the preamble of the Conduit Loan
Agreement.

         "Conduit Loan" is defined in Section 2.1(a) of the Conduit Loan
Agreement.

         "Conduit Loan Agreement" means the Conduit Loan Agreement, dated as of
the Documentation Date among Lessor, the Conduit, the Administrator, the
Liquidity Purchasers, the Liquidity Agent and the Collateral Agent.

         "Conduit Loan Documents" means, collectively, the Conduit Loan
Agreement, the B Notes and, to the extent securing the B Notes, the Security
Documents.

         "Conduit Note" is defined in Section 2.3(a) of the Conduit Loan
Agreement.

         "Conduit Percentage" means 12.00%.

         "Conference/Training Center" means the Conference/Training Center
Improvements and the Conference/Training Center Site.

         "Conference/Training Center Improvements" means the buildings,
structures, improvements and fixtures now or hereafter situated or located on
the Conference/Training Center Site, including the roads, parking lots and
structures, electrical equipment, power plants, storage tanks, air conditioning
systems, emergency systems, access ways, sidewalks, recreational areas, vehicle
control facilities, landscaping,

                                      -9-
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                                                                   Appendix A to
                                                         Participation Agreement

and utility and service systems used or procured for use in connection with the
operation and maintenance of such buildings and structures, but excluding
Lessee's Property.

         "Conference/Training Center Site" means the land described in Exhibit
A-2 to the Lease, and all Appurtenant Rights relating to the foregoing.

         "Construction" means the construction and installation of all
Improvements contemplated by the Plans and Specifications.

         "Construction Agency Agreement" means the Construction Agency
Agreement, dated as of the Initial Advance Date, between the Lessor and the
Construction Agent.

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

         "Construction Agency Person" means the Lessee, the Construction Agent,
the Prime Contractor, the Architect, the General Contractor, any other
contractor or subcontractor or other Person directly or indirectly performing
work or providing services or materials on the Property, or relating to the
Construction or the Properties, through and including the period ending on the
Completion Date (regardless of when such Person commenced performing such work
or providing such services or materials, including any period prior to the
Documentation Date), and all of their respective officers, directors,
shareholders, partners, employees, agents, consultants (on the Properties),
service-providers (on the Properties), successors and assigns, and any Person
controlled by any of the foregoing.

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

         "Construction Breakage Costs" means any costs or expenses incurred by
Lessor, the Administrative Agent, the Administrator, the Liquidity Agent or any
Participant in connection with the termination of any of the Construction
Documents following the occurrence of a Construction Agency Agreement Event of
Default.

         "Construction Budget" means with respect to each Site, the budget
attached as Exhibit A to the Construction Agency Agreement, as it may be amended
from time to time in accordance with the Construction Agency Agreement.

         "Construction Documents" is defined in Section 2.4 of the Construction
Agency Agreement.

         "Construction Materials" is defined in the third recital of the
Construction Agency Agreement.

         "Construction Period" means the period commencing on the Initial
Advance Date and ending on the Construction Period Termination Date.


                                      -10-
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                                                                   Appendix A to
                                                         Participation Agreement


         "Construction Period Accrued Interest" means all interest, including
any interest at the Overdue Rate, accrued but unpaid under the HSFC Loan
Agreement or Conduit Loan Agreement prior to the Lease Commencement Date
(excluding all interest deemed paid with proceeds from an Interest Payment
Loan).

         "Construction Period Accrued Yield" means, with respect to the Investor
Amount, all Yield accruing on such Investor Amount during and for any Interest
Period ending prior to the Lease Commencement Date.

         "Construction Period Fees" means any Fees payable out of proceeds of
Advances prior to the Lease Commencement Date.

         "Construction Period Indemnitee" means each Agent in its capacity as
agent under the Operative Documents, each Participant, the Ground Lessee, the
Trust, the Trustee, the Trust Company, the Administrator, Manager, Depositary,
the Arranger and each of their respective employees, officers, directors,
agents, successors, and assigns; provided, however, that in no event shall any
Lessee Person be a Construction Period Indemnitee.

         "Construction Period Maximum Guaranty Amount" means, at any date of
determination, the sum of (i) 89.9% of (A) the then Eligible Accrued Project
Costs, minus (B) all Force Majeure Losses, plus (C) to the extent that the
Construction Period Maximum Guaranty Amount is reduced by reason of Force
Majeure Losses, the amounts expended by Lessor from available insurance proceeds
or Other Available Amounts to remedy such effects, minus (ii) the Present Value,
as of such date of determination, of any unconditional obligations of
Construction Agent payable during the Construction Period that are not
reimbursable by Lessor under the Operative Documents.

         "Construction Period Termination Date" means the earlier of (i) the
Lease Commencement Date and (ii) July 1, 2004.

         "Construction Schedule" means with respect to the Properties, the
schedule attached as Exhibit A to the Construction Agency Agreement, as it may
be amended from time to time in accordance with the Construction Agency
Agreement.

         "Control" means (including the correlative meanings of the terms
"controlled by" and "under common control with"), as used with respect to any
Person, the possession directly or indirectly, of the power to direct or cause
the direction of the management policies of such Person, whether through the
ownership of voting securities or by contract or otherwise, provided (but
without limiting the foregoing) that no pledge of voting securities of any
Person without the current right to exercise voting rights with respect thereto
shall by itself be deemed to constitute control over such Person.

         "Corporate Trust Department" means the principal corporate trust office
of Trustee, located in Wilmington, Delaware or at such other office at which the
corporate trust business of Trustee shall be administered which Trustee shall
have specified by notice in writing to Lessee and each Participant.


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                                                                   Appendix A to
                                                         Participation Agreement


         "Covered Amount" means all costs, expenses or other losses incurred by
Lessor in connection with Lessor's obligation to indemnify each Construction
Period Indemnitee under Section 9.1.3 of the Participation Agreement without
regard to amounts not paid pursuant to the agreement of each Construction Period
Indemnitee to limit the recourse of each such Person for payment or discharge of
the indemnification obligations created under Section 9.1.3(iii) of the
Participation Agreement, such Covered Amounts to be paid by Lessee pursuant to
its indemnification obligations.

         "Covered Assets" has the meaning assigned to such term in Schedule 1 to
the LAPA.

         "Covered Persons" is defined in Section 13 of the Ground Lessee Limited
Liability Company Agreement.

         "CP Rate" for any Interest Period for any Conduit Loans means, to the
extent the Conduit funds such Conduit Loans for such Interest Period by issuing
Commercial Paper Notes, the per annum rate equivalent to the "weighted average
cost" (as defined below) related to the issuances of Commercial Paper Notes that
are allocated, in whole or in part, by the Conduit or the Administrator to fund
or maintain such Conduit Loans (and which may also be allocated in part to the
funding of other Conduit Loans hereunder or of other assets of the Conduit);
provided, however, that if any component of such rate is a discount rate, in
calculating the "CP Rate" for such Conduit Loans for such Interest Period, the
Conduit shall for such component use the rate resulting from converting such
discount rate to an interest bearing equivalent rate per annum. As used in this
definition, the Conduit's "weighted average cost" shall consist of (w) the
actual interest rate (or discount) paid to purchasers of the Conduit's
Commercial Paper Notes, together with the Dealer Fee, to the extent allocated,
in whole or in part, to such Conduit's Commercial Paper Notes by the Conduit or
the Administrator, (x) certain documentation and transaction costs associated
with the issuance of such Commercial Paper Notes, (y) any incremental carrying
costs incurred with respect to Commercial Paper Notes maturing on dates other
than those on which corresponding funds are received by the Conduit and (z)
other borrowings by the Conduit, including borrowings to fund small or odd
dollar amounts that are not easily accommodated in the commercial paper market.

         "Credit and Investment Policy" means the Conduit's Credit and
Investment Policy as amended and restated from time to time.

         "Curable Defaults" is defined in Section 16(B) of the Ground Lease.

         "Dealer Fee" means (a) with respect to the Conduit, any fee payable to
the Commercial Paper Placement Agent (Conduit) pursuant to the Commercial Paper
Placement Agreement (Conduit) and (b) with respect to HSFC, any fee payable to a
Placement Agent pursuant to the Commercial Paper Placement Agreement (HSFC).

         "Default Completion Costs" means any and all costs of any kind or
description incurred by any Participant or the Lessor in completing the
construction of the Improvements following a Construction Agency Event of
Default in excess of those set forth in the Construction Budget, including,
without limitation, costs of removal and restoration of defective work, shut
down and startup costs for any party

                                      -12-
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                                                                   Appendix A to
                                                         Participation Agreement

under any of the Construction Documents, redesign, rebidding, repermitting and
other costs incurred in connection with any revision of the Plans and
Specifications, construction supervision costs, carry during any period of delay
in the completion of the Improvements beyond the Outside Completion Date, legal
fees incurred in connection with the negotiation, enforcement, termination or
any other action or proceeding in connection with any of the Construction
Documents or any of the foregoing.

         "Default Notice" is defined in Section 15 of the Ground Lease.

         "Delaware Business Trust Act" means the Delaware Business Trust Act, 12
Del. C. Section 3801 et seq.

         "Delaware Certificate of Trust" means the certificate of trust with
respect to the Trust, filed with the Office of the Secretary of State of
Delaware in accordance with Section 3810 of the Delaware Business Trust Act.

         "Depositary" means (a) with respect to the Conduit, U.S. Bank; and (b)
with respect to HSFC, Chase.

         "Depositary Agreement" means (a) with respect to the issuance and
payment of Commercial Paper Notes of the Conduit, the agreement dated as of the
Formation Date, entered into between the Conduit and the Depositary; and (b)
with respect to the issuance and payment of the Commercial Paper Notes of HSFC,
the Depositary Agreement dated as of the Documentation Date, entered into
between HSFC and the Depositary.

         "Determination Date" is defined in Section 3 of the Ground Lease.

         "Directing Party" means the Majority Banks.

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

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

         "Down-Graded Bank" has the meaning assigned to that term in Section 3.7
of the LAPA.

         "Drawn Rate" means the Eurodollar Rate plus 0.475%.

         "DTC" means The Depository Trust Company.

         "Eligible Accrued Project Costs" means, as of any date of
determination, the aggregate amount of Improvement Costs accrued, including
Construction Period Accrued Interest and following a Construction Agency Event
of Default, any Default Completion Costs or Termination Payments which may
become payable, or which are incurred, at any time prior to the Completion Date,
as well as costs incurred subsequent thereto for Final Completion Work, whether
or not paid, but excluding (i) all Yield which is capitalized during the
Commitment Period pursuant to the Operative Documents and (ii) Non-Capitalizable
Transaction Costs.


                                      -13-
<PAGE>   162
                                                                   Appendix A to
                                                         Participation Agreement


         "Eligible Assignee" means a bank or other financial institution or
other entity with a combined capital, surplus and undivided profits of at least
$100,000,000 and whose commercial paper is rated A-1+ by S&P and P-1 by Moody's.

         "Eligible Securities" has the meaning assigned thereto in the
Administration Agreement.

         "Environmental Audit" means a Phase One environmental site assessment
(the scope and performance of which meets or exceeds ASTM Standard Practice
E1527-93 Standard Practice for Environmental Site Assessments: Phase One
Environmental Site Assessment Process (or the most recent version thereof)) of
the Property.

         "Environmental Damages" has the meaning specified in Section 9.6(e) of
the Lease.

        "Environmental Laws" means and include the Resource Conservation and
Recovery Act of 1976, (RCRA) 42 U.S.C. Sections 6901-6987, as amended by the
Hazardous and Solid Waste Amendments of 1984, the Comprehensive Environmental
Response, Compensation and Liability Act, as amended by the Superfund Amendments
and Reauthorization Act of 1986, 42 U.S.C. Sections 9601-9657, (CERCLA), the
Hazardous Materials Transportation Act of 1975, 49 U.S.C. Sections 1801-1812,
the Toxic Substances Control Act, 15 U.S.C. Sections 2601-2671, the Clean Air
Act, 42 U.S.C. Sections 7401 et seq., the Federal Insecticide, Fungicide and
Rodenticide Act, 7 U.S.C. Sections 136 et seq. and all similar federal, state
and local environmental laws, ordinances, rules, orders, statutes, decrees,
judgments, injunctions, codes and regulations or sources of legal liabilities,
and any other federal, state or local laws, ordinances, rules, codes and
regulations or sources of legal liabilities relating to the environment, human
health or natural resources or the regulation or control of or imposing
liability or standards of conduct concerning Hazardous Materials or the
investigation, clean-up or other remediation of the Properties (including any
requirements imposed by common law), or regulating or restricting the transfer
of real property because of the presence of Hazardous Materials, as any of the
foregoing are from time to time amended, supplemented or supplanted.

         "Environmental Report" is defined in Section 12.2 of the Lease.

         "Environmental Requirements" means all Environmental Laws that are
applicable to the Site, the Construction and any Person connected therewith.

         "Equipment" means all screens, awnings, shades, blinds, curtains,
draperies, carpets, storm doors and windows, heating, electrical, and mechanical
equipment, lighting, plumbing, ventilation, air conditioning and air-cooling
apparatus, refrigerating, and incinerating equipment, escalators, elevators,
window cleaning apparatus, underground sprinkler systems and other fire
prevention and extinguishing apparatus and materials and security systems.

         "Equity Contribution" is defined in Section 6 of the Lessor Limited
Liability Company Agreement.


                                      -14-
<PAGE>   163
                                                                   Appendix A to
                                                         Participation Agreement


         "Equity Percentage" means 3.03%.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time or any successor Federal statute.

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

         "Eurodollar Loan" means a B Loan bearing interest, at all times during
an Interest Period applicable to such B Loan, at a fixed rate of interest
determined by reference to the Eurodollar Rate or an Investor Amount bearing
Yield, at all times during the Interest Period applicable thereto, by reference
to the Eurodollar Rate.

         "Eurodollar Rate" means, for any Interest Period, the rate per annum
equal to (a) the London interbank offered rate (rounded upwards, if necessary,
to the next higher 1/100th of 1%) which appears on the Dow Jones & Company, Inc.
Telerate Page 3750, British Bankers Association Interest Settlement Rates as of
11:00 a.m. (London time) for deposits in Dollars on the day two (2) Business
Days prior to the first day of such Interest Period in an amount approximately
equal to the principal amount of the B Loan or Investor Amount, as applicable,
to which such Interest Period is to apply and for a period corresponding as
nearly as possible to such Interest Period, (b) if no such rate appears on
Telerate Page 3750, the rate per annum equal to the arithmetic mean (rounded
upwards, if necessary, to the next higher 1/32nd of 1%) of the London interbank
offered rates which appears on the Reuters screen LIBO page on such day for
deposits in Dollars in an amount approximately equal to the principal amount of
the B Loan or Investor Amount, as applicable, to which such Interest Period is
to apply and for a period corresponding as nearly as possible to such Interest
Period, (c) if neither clause (a) or clause (b) above is applicable, the rate
per annum as agreed to by the parties to the B Loan, or (d) if such rate is not
agreed to by the parties pursuant to clause (c) two (2) Business Days prior to
the first day of such Interest Period, the average rate per annum then being
paid by Bank of America, National Association, Citibank, N.A. and The Chase
Manhattan Bank in the London interbank market for deposits in Dollars in an
amount approximately equal to the principal amount of the B Loan or Investor
Amount, as applicable.

         "Event of Default" means (a) a Lease Event of Default under the Lease,
(b) an HSFC Loan Event of Default, (c) a Conduit Loan Event of Default or (d) a
Construction Agency Agreement Event of Default.

         "Event of Loss" means (x) the actual or constructive loss of all or
substantially all of either or both of the Office Tower and the
Conference/Training Center or damage thereto which is uneconomical or
impractical to repair, (y) the taking by condemnation of title to all or
substantially all of either or both of the Office Tower and the
Conference/Training Center, or such portion thereof that makes use of the
balance uneconomic or impractical for Lessee (including any instance in which a
material number of parking spaces for the Properties are eliminated), or (z) the
prohibition of occupancy or use as a result of any Applicable Laws or the taking
by condemnation of the use of all or substantially all of either or both the
Office Tower and the Conference/Training Center, or such portion thereof that
makes use of the

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balance uneconomic or impractical for Lessee, for a continuous period equal to
or in excess of one (1) year or the remaining Lease Term (if the remaining Lease
Term is less than one year).

         "Excepted Rights" means, as to any Participant, the exclusive right of
such Participant to (i) retain all Excluded Amounts owing to it and (ii) to
demand, collect or commence any action in equity or at law to obtain such
payments and to enforce any judgement with respect thereto.

         "Excess Funds" means (a) with respect to the Conduit, (i) prior to an
Event of Default, all funds not required after giving effect to all amounts on
deposit in the Commercial Paper Account or the Cash Collateral Subaccount
(Conduit), to pay or provide for the payment of all Commercial Paper Notes of
the Conduit maturing on the date of such determination or that have previously
matured but remain unpaid and (ii) after the occurrence of an Event of Default,
means all funds not required to pay or provide for the payment of all
Outstanding Commercial Paper Notes of the Conduit or Commercial Paper Notes of
the Conduit that have previously matured but remain unpaid; or (b) with respect
to HSFC (i) prior to an Event of Default, all funds not required after giving
effect to all amounts on deposit in the Commercial Paper Account or the Cash
Collateral Subaccount (HSFC), to pay or provide for the payment of all
Commercial Paper Notes of HSFC maturing on the date of such determination or
that have previously matured but remain unpaid and (ii) after the occurrence of
an Event of Default, means all funds not required to pay or provide for the
payment of all Outstanding Commercial Paper Notes of HSFC or Commercial Paper
Notes of HSFC that have previously matured but remain unpaid.

         "Excluded Amounts" means:

                  (a) all indemnity payments and expenses to which any
         Indemnitee is entitled pursuant to the Operative Documents;

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

                  (c) any insurance proceeds (or payments with respect to risks
         self-insured or policy deductibles) under liability policies payable to
         Lessor, any Agent or any other Participant (or any such Person's
         successors, assigns, agents, trustees, officers, directors or
         employees);

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

                  (e) any amount payable by Lessee pursuant to Section 4.2(b) of
         the Participation Agreement, whether or not such amounts are or can be
         characterized as a Supplemental Rent; and

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


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         "Excluded Provisions" is defined in Section 5 of the Ground Sublease.

         "Expiration Date"  is defined in Section 3 of the Ground Sublease.

         "Extension Date" is defined in Schedule 2 of the LAPA.

         "Extension Option" is defined in Section 8.5(a) of the Participation
Agreement.

         "Extension Option Effective Date" is defined in Section 8.5(a) of the
Participation Agreement.

         "Extension Option Request" is defined in Section 8.5(a) of the
Participation Agreement.

         "Extension Option Response Date" is defined in Section 8.5(a) of the
Participation Agreement.

         "Face Amount" means with respect to Commercial Paper Notes issued on a
discount basis, the face amount thereof and with respect to Commercial Paper
Notes issued on an interest-bearing basis, the amount of principal plus interest
payable at maturity in respect of such Commercial Paper Notes.

         "Facility Fee" means a fully earned fee when and as paid, payable in an
amount equal to 1/8 of 1% per annum of each Liquidity Purchaser's Commitment
Amount under the LAPA, payable on each Scheduled Payment Date.

         "Facility Loan" means, (a) as referred to in the LAPA, any loan made by
a liquidity bank pursuant to the terms of an Asset Loan Agreement including
Assets converted to Facility Loans pursuant to the terms of an Asset Loan
Agreement and (b) as referred to in the Conduit Loan Agreement, as defined in
Section 2.1 of the Conduit Loan Agreement.

         "Facility Loan Termination Date" is defined in Section 2.1(b) of the
Conduit Loan Agreement.

         "Facility Note" is defined in Section 2.3(b) of the Conduit Loan
Agreement.

         "Fair Market Rent" is defined in Section 3 of the Ground Lease.

         "Fair Market Value" means, with respect to any 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 such Property, as set forth in an
applicable Appraisal. The Fair Market Value of any Property shall be determined
based on the assumption that, except for purposes of Sections 7.1(b)(i), 14.1(b)
and 18.2(h) of the Lease, Section 2.7 of the Participation Agreement or
otherwise expressly set forth in the Operative Documents, such Property is in
the condition and state of repair required under Section 9 of the Lease and
Lessee is in compliance with the other requirements of the Operative Documents
applicable to such Property and that the Property is free and clear of all
Liens.


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                                                         Participation Agreement


         "Fee Letters" means collectively, the Arranger Fee Letter, the Chase
Fee Letter, the Conduit Fee Letter, the Liquidity Agent Fee Letter and the Trust
Company Fee Letter.

         "Fees" means any amounts payable to any Agent, the Manager or the
Depositary pursuant to Section 9.10 of the Participation Agreement.

         "50 Hudson" means 50 Hudson Street Lessor Urban Renewal L.L.C., a New
Jersey limited liability company.

         "Final Completion Work" means any work that, subsequent to Substantial
Completion, needs to be performed to achieve "final" completion of the
Improvements.

         "Final Payment Date" is defined in Section 18.2(e) of the Lease.

         "Financial Agreement" means collectively, (a) the Tax Abatement
Financial Agreement, dated as of June 21, 2000, among the City of Jersey City,
GSJC 30 Hudson and 30 Hudson and (b) the Tax Abatement Financial Agreement,
dated as of June 21, 2000, among the City of Jersey City, GSJC 50 Hudson and 50
Hudson.

         "Financing Statements" means, collectively, the Ground Lessor Financing
Statements, the Lessee Financing Statements, the Lessor Financing Statements and
the Ground Lessee Financing Statements.

         "Fixtures" is defined in the Granting Clause of each Mortgage.

         "Force Majeure Event" means, with respect to Construction, any event
(the existence of which at the construction commencement date was not known, or
would not reasonably have been expected to be discovered through the exercise of
commercially reasonable due diligence, by the Lessee or Construction Agent, as
applicable, taking into account the contemplated use of the Land and the
Construction) beyond the control of any such Person, including, but not limited
to, general strikes (but not any strike or other job action involving employees
of the Construction Agent or any Construction Agency Person or the Lessee), acts
of God, government activities directly interfering with the work of construction
of the Improvements, any general inability to obtain labor or materials, civil
commotion and enemy action; but excluding in all cases any event, cause or
condition that results from a breach by Lessee, Construction Agent or any
Construction Agency Person of its obligations, representations or warranties
under the Operative Documents or any other agreements to which it is a party,
from any Construction Agency Person's financial condition or failure to pay or
any event, cause or condition which could have been avoided or which could be
remedied or mitigated through the exercise of commercially reasonable efforts or
the commercially reasonable expenditure of funds (which expenditure of funds, in
the case of such an event, cause or condition arising on or after the Initial
Advance Date, would have been covered by funds available under the Construction
Budget or Other Available Amounts) or other commercially reasonable action,
election or arrangement which would correct or resolve the impact of such event
on the Construction.


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         "Force Majeure Loss" means the costs necessary, as determined by the
insurance company in assessing any such claim under any policy of insurance, or
if such loss is not insurable or is less than the deductible amount under the
applicable policy of insurance, as determined by a nationally recognized
independent appraiser, to repair and restore damage caused by a Force Majeure
Event with respect to the Properties (or portion thereof) to the condition of
the Properties immediately prior to such Force Majeure Event.

         "Formation Documents" means with respect to (a) the Ground Lessor, the
Ground Lessor Limited Liability Company Agreement and the related certificate of
formation, (b) Ground Lessee, the Ground Lessee Limited Liability Company
Agreement and the related certificate of formation, (c) the Lessor, the Lessor
Limited Liability Company Agreement and the related certificate of formation,
(d) the Lessee, the Lessee Limited Liability Company Agreement and related
certificate of formation and (e) HSFC, HSFC's Certificate of Incorporation and
By-laws.

         "Full Recourse Construction Event of Default" means any of the
following:

                  (i) an Event of Default arising in whole or in part as a
         consequence of any fraudulent act or omission of any Construction
         Agency Person in connection with the negotiation, execution, delivery,
         consummation and/or performance of any Operative Document or the
         Construction Documents;

                  (ii) an Event of Default arising in whole or in part as a
         consequence of the misapplication of any Advance or any portion thereof
         or any other funds made available to, or on behalf of, Lessee or any
         other Construction Agency Person under any Operative Document;

                  (iii) an Event of Default arising as a consequence of an
         Insolvency Event with respect to Lessee, Guarantor or Construction
         Agent; or

                  (iv) any Construction Agency Person shall willfully breach any
         of its respective obligations, covenants, representations or warranties
         under any Operative Document, the Construction Documents or any other
         contractual agreement or Governmental Approval relating to any Site or
         the Construction thereon.

         "Future Value" means the future value of any prior payment increased at
the Lessee's Incremental Borrowing Rate to the date of determination.

         "GAAP" means United States generally accepted accounting principles in
effect from time to time consistently applied.

         "General Contractor" means a general contractor, developer or
construction manager engaged by the Construction Agent for the construction of
Improvements.

         "Governmental Action" means all permits, authorizations, registrations,
consents, approvals, waivers, exceptions, variances, orders, judgments, decrees,
licenses, exemptions, publications, filings,

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                                                         Participation Agreement

notices to and declarations of or with, or required by, any Governmental
Authority, or required by any Applicable Laws, and shall include, without
limitation, all citings, environmental and operating permits and licenses that
are required for the use, occupancy, zoning and operation of the Properties.

         "Governmental Authority" means any federal, state, county, municipal or
other governmental or regulatory authority, agency, board, body, commission,
instrumentality, court or quasi-governmental authority.

         "Gross Sales Proceeds" means Net Sales Proceeds plus all Remarketing
Sale Expenses.

         "Ground Lease" means that certain Ground Lease, dated as of the
Documentation Date, between the Ground Lessor, as landlord, and Ground Lessee,
as tenant, in respect of the Land, as the same may be amended in accordance with
the terms thereof.

         "Ground Lease Event of Default" is defined in Section 15 of the Ground
Lease.

         "Ground Lease Rent" is defined in Section 3 of the Ground Lease.

         "Ground Lessee" means Hudson Street Lessor L.L.C., a Delaware limited
liability company.

         "Ground Lessee Assignment of Leases" means the Assignment of Leases,
dated the Documentation Date, from Ground Lessee, as assignor, to Collateral
Agent, as assignee.

         "Ground Lessee Financing Statements" means UCC-1 financing statements
made by Ground Lessee, as debtor, in favor of the Collateral Agent, as secured
party, appropriately completed and executed for filing with the offices listed
in Part C of Schedule III to the Participation Agreement in order to protect
Lessor's interest under the Security Agreement.

         "Ground Lessee Limited Liability Company Agreement" means the Limited
Liability Company Agreement of the Ground Lessee, dated as of the Documentation
Date, by the Trust, the sole member of the Ground Lessee.

         "Ground Lessee Mortgage" means the Mortgage and Security Agreement,
dated the Documentation Date, made by Ground Lessee, as mortgagor, in favor of
Collateral Agent, as mortgagee.

         "Ground Lessee Operative Document" is defined in Section 5.3.2(b) of
the Participation Agreement.

         "Ground Lessor" means GSJC Land LLC, a Delaware limited liability
company, and its successors, as the landlord under the Ground Lease.

         "Ground Lessor Financing Statements" means UCC-1 financing statements
made by Ground Lessor, as debtor, in favor of Lessor, as secured party,
appropriately completed and executed for filing

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                                                                   Appendix A to
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with the offices listed in Part D of Schedule III to the Participation Agreement
in order to protect Lessor's interest under the Security Agreement.

         "Ground Sublease" means that certain Ground Sublease, dated as of the
Documentation Date, between the Ground Lessee, as landlord, and Lessor, as
tenant, in respect of the Land, as the same may be amended in accordance with
the terms thereof.

         "GS" means The Goldman Sachs Group, Inc., a Delaware corporation, and
its successors, including a transferee of all or substantially all of the assets
of any such Person.

         "GS & Co." is defined in the preamble to the Participation Agreement.

         "GS Demand Note" means that certain promissory note substantially in
the form of Exhibit E to the Participation Agreement to be executed and
delivered by GS to Lessee in respect of the Advance funded pursuant to Section
2.2.11 of the Participation Agreement.

         "GS Maturity Date" means the sixth (6th) day before the fifth (5th)
Anniversary of the Documentation Date, and may be extended pursuant to the terms
of the Operative Documents.

         "GS Maturity Date Extension" is defined in Section 8.5(c) of the
Participation Agreement.

         "GS Maturity Date Extension Response Date" is defined in Section 8.5(c)
of the Participation Agreement.

         "GSJC 30 Hudson" means GSJC 30 Hudson Urban Renewal L.L.C., a New
Jersey limited liability company.

         "GSJC 50 Hudson" means GSJC 50 Hudson Urban Renewal L.L.C., a New
Jersey limited liability company.

         "Guarantor" means GS in its capacity as guarantor under the Guaranty.

         "Guaranty" means the Parent Guaranty dated the Documentation Date made
by the Guarantor.

         "Hazardous Condition" means any condition that violates or threatens to
violate, or that results in or threatens noncompliance with, any Environmental
Law.

         "Hazardous Material" means any substance, waste or material which is
toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic,
mutagenic or otherwise hazardous, including petroleum, its derivatives,
by-products and other hydrocarbons and friable asbestos and is or becomes
regulated by any Governmental Authority, including any agency, department,
commission, board or instrumentality of the United States, the State of New
Jersey or any political subdivision thereof.

         "HSFC" means Hudson Street Funding Corporation, a Delaware corporation.


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                                                                   Appendix A to
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         "HSFC Base Rent" means on each Scheduled Payment Date, an amount equal
to the interest due and payable on such date pursuant to the Loan Agreement.

         "HSFC Certificate of Incorporation" means the certificate of
incorporation of HSFC.

         "HSFC Loan" is defined in Section 2.1 of the HSFC Loan Agreement.

         "HSFC Loan Agreement" means the HSFC Loan Agreement dated as of the
Documentation Date between HSFC and the Ground Lessee.

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

         "HSFC Loan Documents" means, collectively, the HSFC Loan Agreement, the
HSFC Note and, to the extent securing the HSFC Note, the Security Documents.

         "HSFC Loan Event of Default" means a "HSFC Loan Event of Default" under
Section 6.1 of the HSFC Loan Agreement.

         "HSFC Loan Share" means on the date of determination, a fraction the
numerator of which is the total outstanding principal amount of the HSFC Loans
on such date, and the denominator of which is the aggregate Principal Component
of the Outstanding Commercial paper Notes of HSFC on such date.

         "HSFC Note" is defined in Section 2.3 of the HSFC Loan Agreement.

         "HSFC Operating Account" means any bank account or cash securities
account maintained by HSFC with an Approved Custodian.

         "HSFC Operative Document" is defined in Section 5.5(b) of the
Participation Agreement.

         "HSFC Percentage" means 84.97%.

         "Improvement Costs" means the costs incurred in the construction and
development of the Improvements including Soft Costs.

         "Improvements" means the Office Tower Improvements, Conference/Training
Center Improvements, Common Improvements, Land Improvements, fixtures,
Equipment, and other improvements of every kind existing at any time and from
time to time (including those constructed pursuant to the Construction Agency
Agreement and those purchased with amounts advanced by the Participants pursuant
to the Participation Agreement) on or under the Land, 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 Alterations and other additions to or changes in the Improvements
at any time.


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         "In Balance" means, with respect to any Site at any time of
determination thereof: (1) the undisbursed portions of the Construction Budget
with respect to the Properties, together with Other Available Amounts related to
the Properties, shall be sufficient to complete construction of the Improvements
in accordance with the terms and conditions of the Construction Agency Agreement
prior to the applicable Outside Completion Date, and (2) the undisbursed portion
of each item described in the Construction Budget, as such amounts may be
adjusted pursuant to the Construction Agency Agreement (including the
contingency reserve in the Construction Budget, to the extent such contingency
funds have not theretofore been set aside by Construction Agent for the payment
of overruns in other cost categories and Other Available Amounts) shall be
sufficient to complete the Construction of each such item in accordance with the
terms and conditions of the Construction Agency Agreement prior to the Outside
Completion Date.

         "Increased Costs" is defined in Section 9.7 of the Participation
Agreement.

         "Indebtedness" means for any Person (a) all obligations of such Person
for borrowed money, all obligations of such Person evidenced by the Assets,
debentures, notes or other similar instruments, including letters of credit,
banker's acceptances and similar instruments, all obligations of such Person to
pay the deferred purchase price of property or services, except trade accounts
payable arising in the ordinary course of business, and all obligations of such
Person under leases which have been or should be, in accordance with GAAP,
classified as a liability on the balance sheet of such Person, (b) all
indebtedness or other obligations of any other Person of the type specified in
clause (a) above, the payment or collection of which such Person has guaranteed
(except by reason of endorsement for collection in the ordinary course of
business) or in respect of which such Person is liable, contingently or
otherwise, including, without limitation, liable by way of agreement to purchase
products or securities, to provide funds for payment, to maintain working
capital or other balance sheet conditions or otherwise to assure a creditor
against loss and (c) in the case of the Conduit, all indebtedness or other
obligations of any other Person of the type specified in clause (a) or (b) above
secured by (or for which the holder of such indebtedness has an existing right
contingent or otherwise, to be secured by) any Lien, upon or in property
(including, without limitation, accounts and contract rights) owned by the
Conduit, whether or not the Conduit has assumed or becomes liable for the
payment of such indebtedness or obligations. As used in the Lease,
"Indebtedness" means the Indebtedness evidenced by the Lessor's Notes.

         "Indemnified Liabilities" has the meaning assigned to that term in
Section 10.16 of the LAPA.

         "Indemnitee" means Lessor, Ground Lessee, each Investor, the Conduit,
HSFC, each Liquidity Purchaser, Liquidity Agent, Administrative Agent, the
Trust, the Trustee, the Trust Company, Administrator, the Collateral Agent,
Securities Intermediary, Manager, Depositary, Arranger, and the respective
successors, permitted assigns, permitted transferees, invitees, trustees,
contractors, servants, employees, officers, directors, shareholders, partners,
participants, representatives and agents of the foregoing Persons; provided,
however, that in no event shall Lessee, Placement Agent, Owner, Construction
Agent, Guarantor, or any Affiliate of Lessee including in the capacity of
Borrower, Administrative Agent, the Commercial Paper Placement Agent (Conduit)
or the Depositary be an Indemnitee.


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                                                                   Appendix A to
                                                         Participation Agreement

         "Independent Insurance Consultant" means Aon Risk Services, Inc. of
Northern California Insurance Services.

         "Initial Advance Date" is defined in Section 2.1(b) of the
Participation Agreement.

         "Initial Advance Date Notice" is defined in Section 2.1(c) of the
Participation Agreement.

         "Insolvency Event" means, with respect to any Person, any event
pursuant to which such Person makes an assignment of or for the benefit of
creditors, files a case or petition in bankruptcy, petitions or applies to any
tribunal for the appointment of a custodian, receiver, liquidator, assignee,
trustee or sequestrator (or other similar official) for it or for a substantial
part of its property, commences any case or proceeding under any bankruptcy,
reorganization, arrangement, readjustment of debt, dissolution or liquidation
law or statute of any jurisdiction, whether now or hereafter in effect, consents
or acquiesces in the filing of any such petition, application, proceeding or
appointment of or taking possession by the custodian, receiver, liquidator,
assignee, trustee or sequestrator (or other similar official) of such Person or
any substantial part of its property, or admits its inability to pay its debts
generally as they become due, or authorizes any of the foregoing to be done or
taken on behalf of such Person, or any case or petition in bankruptcy or under
any other insolvency law is commenced against such Person and results in an
order for relief or is not dismissed within 90 days after such commencement.

         "Instituting Party" is defined in Section 6.6 of the Participation
Agreement.

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

         "Interest Component" means, when used with respect to Commercial Paper
Notes, (a) the portion of the face amount of Commercial Paper Notes issued on a
discount basis equal to the difference between the face amount thereof and the
purchase price for such Commercial Paper Notes and (b) the amount of interest
payable to maturity in respect of Commercial Paper Notes issued on an
interest-bearing basis.

         "Interest Period" means, (a) with respect to any B Loan or any Investor
Amount bearing interest or Yield by reference to either the Eurodollar Rate or
the ABR, all or any portion of the period from and including the Initial Advance
Date to the next succeeding Scheduled Payment Date and thereafter from and
including a Scheduled Payment Date to but excluding the next succeeding
Scheduled Payment Date during which such Loan or Investor Amount bears interest
by reference to such rate; and (b) with respect to the HSFC Loan, all or any
portion of the period from and including the Initial Advance Date to but
excluding the next succeeding Scheduled Payment Date and thereafter from and
including a Scheduled Payment Date to but excluding the next succeeding
Scheduled Payment Date.

         "Interim Rent" is defined in Section 2.8(b) of the Construction Agency
Agreement.

         "Inventory" is defined in the Granting Clause Second of the Security
Agreement.


                                      -24-
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                                                                   Appendix A to
                                                         Participation Agreement


         "Investment Company Act" means the Investment Company Act of 1940, as
amended, together with the rules and regulations promulgated thereunder.

         "Investment Grade" means a rating of "BBB-" (or higher) by S&P and a
rating of "Baa3" (or higher) by Moody's.

         "Investor Amount" means at any time the amount of the Investor
Contributions owed to an Investor as evidenced by an Investor Certificate, less
any repayments thereto.

         "Investor Base Rent" means, for each Payment Date, an amount equal to
the Yield accrued on the Investor Amount at the Yield Rate during the Interest
Period ending on such date.

         "Investor Certificate" means, for each Investor, a certificate
substantially in the form of Exhibit A to the Trust Agreement, evidencing the
equity interest of such Investor in the Trust.

         "Investor Certificate Participant" is defined in Section 3.8(g) of the
Trust Agreement.

         "Investor Certificate Register" is defined in Section 3.8 of the Trust
Agreement.

         "Investor Contribution" is defined in Section 2.2.2 of the
Participation Agreement.

         "Investor Guaranty" means an Investor Guaranty delivered pursuant to
Section 5.4(e) or 8.1 of the Participation Agreement.

         "Investors" means, collectively, the Persons named as Investors in the
Participation Agreement and each other assignee or successor thereof.

         "Issuers" means HSFC and the Conduit.

         "Land" means, collectively, each of the Sites.

         "Land Agreement" is defined in Section 9.8 of the Lease.

         "Land Improvement Costs" means the aggregate amounts advanced by Lessor
to fund the costs of Land Improvements.

         "Land Improvements" means all work necessary in connection with the
development of the Land, including excavation; roads and roadways; curbs;
gutters; storm drains; flood control ditches and causeways; sidewalks; joint
trenches for power, gas, sewer, domestic water and irrigation; sanitary tie-ins;
reparcelization and subdivisions; traffic mitigation improvements; grading
(including obtaining any necessary slope easement rights from adjacent land
owners and installation and proper compaction, reinforcement, and seeding of
such slopes); and other land improvements, including, without duplication,
Common Improvements, in each case to the extent the costs of construction of
which are allocable to the Land under generally accepted accounting principles,
consistently applied by the Lessee.


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                                                                   Appendix A to
                                                         Participation Agreement


         "LAPA" means the Liquidity Asset Purchase Agreement dated as of the
Documentation Date, among the Conduit, the Liquidity Purchasers, the Liquidity
Agent and the Administrator.

         "Lease" means the Lease Agreement, dated as of the Documentation Date,
between Lessor, as lessor, and Lessee, as lessee, in respect of the Properties.

         "Lease Balance" means, at any time of determination, the sum of (a) the
Outstanding principal balance of all B Notes and HSFC Notes plus (b) the total
Investor Amounts outstanding.

         "Lease Commencement Date" means the date on which Substantial
Completion has occurred as to both Properties.

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

         "Lease Event of Default" has the meaning specified in Section 18.1 of
the Lease.

         "Lease Term" means the period commencing on and including the Lease
Commencement Date and ending on the Lease Term Expiration Date.

         "Lease Term Expiration Date" means the twentieth (20th) anniversary of
the Lease Commencement Date or such earlier date as of which the Lease Term
shall expire pursuant to the delivery of a cancellation notice in accordance
with Section 6.1 of the Lease.

         "Leasehold Mortgage" is defined in Section 16 of the Ground Lease.

         "Leasehold Mortgagee" is defined in Section 16 of the Ground Lease.

         "Legal Requirements" means all Federal, state, county, municipal and
other governmental statutes, laws, rules, orders, regulations, ordinances,
judgments, decrees and injunctions affecting the Property or any portion thereof
or the 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 any portion thereof or in any way limit the use and enjoyment
thereof and any that may relate to 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 which are either of record or known to Lessee affecting the
Property or any portion thereof.

         "Lender" means any of HSFC, the Conduit or any Liquidity Purchaser and
"Lenders" refers to all of the foregoing persons.

         "Lessee" means, collectively, GSJC 30 Hudson and GSJC 50 Hudson.

         "Lessee Assignment of Leases" means the Assignment of Leases, dated the
Documentation Date, from Lessee, as assignor, to Lessor, as assignee.


                                      -26-
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                                                                   Appendix A to
                                                         Participation Agreement

         "Lessee Collateral" means all of Lessee's right, title and interest in
and to each of the following, however arising and whether now existing or
hereafter acquired or arising:

                  (a)  the Properties; and

                  (b) all products, excess successions, subleases, rents,
         issues, profits, products, returns, income and proceeds of and from any
         or all of the Properties (including proceeds which constitute property
         of the type described in clause (a) above, and to the extent not
         otherwise included, all payments under insurance (whether or not Lessor
         is the loss payee hereof) or any indemnity, warranty or guarantee
         payable by reason of loss or damage to or otherwise with respect to any
         of the foregoing.

         "Lessee Financing Statements" means UCC-1 financing statements made by
Lessee, as debtor, in favor of Lessor, as secured party, appropriately completed
and executed for filing with the offices listed in Part A of Schedule III to the
Participation Agreement in order to protect Lessor's interest under the Security
Agreement.

         "Lessee's Incremental Borrowing Rate" means the rate used by the Lessee
in calculating the 90% cost recovery test under FASB 13.

         "Lessee Limited Liability Company Agreement" means the Limited
Liability Company Agreements of GSJC 30 Hudson and GSJC 50 Hudson, dated as of
the Documentation Date, formed by GS, the sole member of the Lessee.

         "Lessee and Ground Lessor Mortgage" means the Mortgage and Security
Agreement, dated the Documentation Date, made by Lessee and Ground Lessor,
collectively, as mortgagor, in favor of the Lessor, as mortgagee.

         "Lessee Operative Document" is defined in Section 5.1(a) of the
Participation Agreement.

         "Lessee Person" means the Lessee, Guarantor GS or any affiliate in its
capacity as Owner, Placement Agent, Construction Agent, Administrative Agent or
any Affiliate or successors and assigns of the foregoing, and all of their
respective officers, directors, shareholders, partners, employees, agents,
consultants (on the Property), service-providers (on the Property), and any
other Person under the supervision of any of the foregoing pursuant to a written
contract or otherwise.

         "Lessee's Member" means GS.

         "Lessee's Property" has the meaning given such term in Section 8.3 of
the Lease.

         "Lessor" means collectively, 30 Hudson and 50 Hudson.


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                                                                   Appendix A to
                                                         Participation Agreement

         "Lessor Assignment of Leases" means the Assignment of Leases, dated the
Documentation Date, from Lessor, as assignee, to Collateral Agent, as assignee.

         "Lessor Collateral" is defined in the Granting Clause First of the
Security Agreement.

         "Lessor Financing Statements" means UCC-1 financing statements made by
the Lessor, as debtor, in favor of the Collateral Agent, as secured party,
appropriately completed and executed for filing with the offices listed in Part
B of Schedule III to the Participation Agreement in order to protect the Ground
Lessee's interest under the Security Agreement.

         "Lessor Guaranty" means the Lessor Guaranty, dated as of the
Documentation Date, made by Lessor.

         "Lessor Liens" means Liens on or against the Properties or the Lease or
any payment of Rent (a) which result from any act of, or any Claim against,
Lessor, any owner of a direct or indirect interest in Lessor, unrelated to its
interest in the Properties or the transaction, or which result from any
violation by Lessor of any of the terms of the Operative Documents or (b) which
result from Liens in favor of any taxing authority by reason of any Tax owed by
Lessor, any owner of a direct or indirect interest in Lessor, except that Lessor
Liens shall not include any Lien resulting from any Tax for which Lessee is
obligated to indemnify Lessor.

         "Lessor Limited Liability Company Agreement" means the Limited
Liability Company Agreements of 30 Hudson and 50 Hudson dated as of the
Documentation Date, formed by the Ground Lessee, the sole member of the Lessor.

         "Lessor Mortgage" means the Mortgage and Security Agreement, dated the
Documentation Date, made by Lessor, as mortgagor, in favor of Collateral Agent,
as mortgagee.

         "Lessor Operative Documents" is defined in Section 5.3.1(b) of the
Participation Agreement.

         "Lessor's Interests" means all of the rights and interests in and to
the Properties and the estate demised to Ground Lessee and pursuant to or under
the Ground Sublease and the Lease.

         "Lien" means any mortgage, deed of trust, pledge, security interest,
encumbrance, lien, easement, servitude or charge of any kind, including any
irrevocable license, conditional sale or other title retention agreement, any
lease in the nature thereof, or any other right of or arrangement with any
creditor to have its claim satisfied out of any specified property or asset with
the proceeds therefrom prior to the satisfaction of the claims of the general
creditors of the owner thereof, whether or not filed or recorded, or the filing
of, or agreement to execute as "debtor", any financing or continuation statement
under the UCC of any jurisdiction or any federal, state or local lien imposed
pursuant to any Environmental Law.

         "Liquidity Agent" means Bank of America, in its capacity as agent for
the Liquidity Purchasers under the Conduit Loan Agreement and LAPA.


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                                                                   Appendix A to
                                                         Participation Agreement

         "Liquidity Agent Fee Letter" means the fee letter, dated June 21, 2000,
between the Liquidity Agent and GS.

         "Liquidity Purchase" has the meaning set forth in Section 3.2(a) of the
LAPA.

         "Liquidity Purchaser" means each bank listed on the signature pages of
the LAPA under the caption "Liquidity Purchasers," and each other bank that has
become a "Liquidity Purchaser" under the LAPA as provided in Section 3.6, 3.7 or
10.1(a) and (b) of the LAPA.

         "Loan Allocated Interest" is defined in Section 2.5 of the HSFC Loan
Agreement.

         "Loans" means the Conduit Loans, the Facility Loans or the HSFC Loans,
as applicable.

         "Major Alteration" is defined in Section 6.15 of the Participation
Agreement.

         "Majority Banks" means (a) one or more Liquidity Purchaser(s) whose
aggregate Commitment(s) comprise at least 66-2/3% of the Total Commitment, or,
if the Commitments of the Liquidity Purchasers are terminated, of the
Outstanding Facility Loans and (b) one or more of the Investors whose aggregate
Commitment(s) comprise at least 66 2/3% of the aggregate Commitments of the
Investors, or if the Commitment(s) of the Investors are terminated, of the
aggregate Investor Amounts.

         "Management Agreement" means with respect to HSFC, the agreement, dated
as of the Documentation Date, entered into among the Administrative Agent, the
Manager and HSFC with respect to the administration and management of HSFC.

         "Manager" means Global Securitization Services, LLC, in its capacity as
manager for the HSFC.

         "Mandatory Funding Event" means the senior unsecured long-term debt
rating of Guarantor is reduced below Investment Grade or is suspended or
withdrawn by either Rating Agency.

         "Master Demand Note" means the promissory note executed and delivered
by GS to HSFC pursuant to the Master Note Purchase Agreement.

         "Master Note" is defined in Section 5(a) of the Depositary Agreement of
HSFC.

         "Master Note Purchase Agreement" means the Master Note Purchase
Agreement dated as of the Documentation Date between HSFC and GS.

         "Material Adverse Effect" means any change or changes, effect or
effects or condition or conditions that individually or in the aggregate are or
are likely to be materially adverse to (i) the assets, business, operations,
income or condition (financial or otherwise) of the Guarantor or the
Construction Agent and their respective Subsidiaries on a consolidated basis,
(ii) the ability of Lessee or Construction

                                      -29-
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                                                                   Appendix A to
                                                         Participation Agreement

Agent to perform its obligations under the Operative Documents to which it is a
party or (iii) the validity or enforceability of any of the Operative Documents
or any rights or remedies under any thereof.

         "Material Lease Default" means any Lease Default described in Section
18.1(d) of the Lease.

         "Maturity Date" means, if the Construction Agency Agreement is
terminated pursuant to Article V thereof, the day of termination of the
Construction Agency Agreement; otherwise, the last day of the Lease Term.

         "Member" means (a) with respect to Lessor, the Ground Lessee, the sole
member of the Lessor pursuant to the Lessor Limited Liability Company Agreement
and (b) with respect to the Ground Lessee, the Trust, the sole member of the
Ground Lessee pursuant to the Ground Lessee Limited Liability Company Agreement.

         "Memorandum of Ground Lease" means the Memorandum of Ground Lease,
dated the Documentation Date, between the Ground Lessee and Lessor.

         "Memorandum of Ground Sublease" means the Memorandum of Ground Sublease
dated the Documentation Date between the Ground Lessee and Lessor.

         "Memorandum of Lease" means the Memorandum of Lease dated the
Documentation Date between the Lessor and Lessee.

         "Monthly Report" means the Monthly Report delivered pursuant to Section
6.1(b) of the Participation Agreement.

         "Moody's" means Moody's Investors Service, Inc., or any successor
thereto.

         "Mortgage" means, collectively, the Lessee and Ground Lessor Mortgage,
the Lessor Mortgage and the Ground Lessee Mortgage.

         "Mortgaged Property" is defined in the Granting Clause of each
Mortgage.

         "Multiemployer Plan" means at any time an employee pension benefit plan
within the meaning of Section 4001(a)(3) of ERISA to which any member of the
ERISA Group is then making or accruing an obligation to make contributions or
has within the preceding five plan years made contributions, including for these
purposes any Person which ceased to be a member of the ERISA Group during such
five year period.

         "Net Casualty Proceeds" means the compensation and/or insurance
payments net of the expenses of collecting such amounts received by the
Collateral Agent, Lessor or Lessee in respect of the Properties by reason of and
on account of an Event of Loss described in clause (x) of the definition thereof
or a Casualty.



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                                                                   Appendix A to
                                                         Participation Agreement

         "Net Condemnation Proceeds" means any award or compensation net of the
expenses of collecting such amounts received by the Collateral Agent, Lessor or
Lessee in respect of the Properties by reason of and on account of an Event of
Loss described in clause (y) or (z) of the definition thereof or a Condemnation.

         "Net Proceeds" means Net Casualty Proceeds and Net Condemnation
Proceeds.

         "Net Sales Proceeds" means Gross Sale Proceeds less costs and expenses
to be paid pursuant to Section 10.5, clause first of the Participation
Agreement.

         "New Financing Commitment" is defined in Section 6.15 of the
Participation Agreement.

         "New Note" is defined in Section 6.16 of the Participation Agreement.

         "Non-Capitalizable Transaction Costs" means the Transaction Costs
listed on Schedule VI of the Participation Agreement.

         "Non-Consenting Liquidity Purchaser" is defined in Section 8.5 of the
Participation Agreement.

         "Non-Consenting Participant" is defined in Section 8.5 of the
Participation Agreement.

         "Non-Curable Defaults" is defined in Section 16(B) of the Ground Lease.

         "Noneligible Accrued Amounts" means the Yield, Fees and Transaction
Costs which, are payable directly to any Participant if such Participant or an
Affiliate of such Participant is also an Investor; provided, however, that in no
event shall "Noneligible Accrued Amounts" include (x) Transaction Costs payable
to any agent, representative or outside counsel of any Participant if such
Person is not considered an Affiliate of an Investor, (y) any Program Fees or
(z) premiums or proceeds from residual value insurance.

         "Non-Extending Bank" has the meaning assigned to that term in Section
3.6(b) of the LAPA.

         "Nonrelated Construction Event" means any act or omission occurring
prior to the Lease Commencement Date (i) to the extent such act or omission is
attributable to a Person who is not a Construction Agency Person, or (ii) that
would not constitute a breach by the Lessee or Construction Agent, Placement
Agent or Administrative Agent (in each case so long as GS or any of its
affiliates act in such capacity) of any of their respective obligations under
any of the Operative Documents and for which the Construction Agent does not
otherwise have responsibility under the Construction Agency Agreement.

         "Nonseverable" shall describe an Alteration or part of an Alteration
which cannot be readily removed from the Properties without causing damage
(other than that of a de minimis nature) to the Properties.


                                      -31-
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                                                                   Appendix A to
                                                         Participation Agreement


         "Non-U.S. Person" means any Person which is, or under United States tax
law is treated as, other than (i) a citizen or resident of the United States or
(ii) a corporation, partnership or limited liability company created or
organized in the United States or under the law of the United States or of any
state in the United States or the District of Columbia.

         "Notes" means the HSFC Notes and the B Notes.

         "Notice of Alteration" is defined in Section 9.2(d) of the Lease.

         "Notice of Objection" is defined in Section 9.2(d) of the Lease.

         "Obligations" means the Conduit's obligations to each Liquidity
Purchaser, the Liquidity Agent, the holders of the Commercial Paper Notes of the
Conduit, the Depositary, the LAPA Collateral Agent, the Collateral Agent and the
Manager.

         "Obligor" means Lessee, Guarantor or any of its respective Affiliates.

         "Officer's Certificate" (i) of a Person (other than Lessee) means a
certificate signed by the Chairman of the Board of Directors or the President or
any Executive Vice President or any Senior Vice President or any other Vice
President of such Person signing with the Treasurer or any Assistant Treasurer
or the Controller or any Assistant Controller, Cashier, Assistant Cashier or the
Secretary or any Assistant Secretary (or in the case of the Trustee, any
Financial Services Officer) of such Person, or by any Vice President who is also
Controller, Treasurer or Cashier signing alone and (ii) in respect of Lessee
means a certificate signed by any officer of Lessee or GS.

         "Office Tower" means the Office Tower Improvements and the Office Tower
Site.

         "Office Tower Improvements" means the buildings, structures,
improvements and fixtures now or hereafter situate or located on the Office
Tower Site, including the roads, parking lots and structures, electrical
equipment, power plants, storage tanks, air conditioning systems, emergency
systems, access ways, sidewalks, recreational areas, vehicle control facilities,
landscaping, and utility and service systems used or procured for use in
connection with the operation and maintenance of such buildings and structures,
but excluding Lessee's Property.

         "Office Tower Site" means the land described in Exhibit A-1 to the
Lease, and all of the appurtenances, easements, restrictions, and rights of way
relating to the foregoing.

         "Operating Account" means the special purpose segregated trust account
established at the corporate trust office of the Collateral Agent and which
shall never be considered a general deposit account and as such shall not be
available for set-off or garnishment by the creditors of the Collateral Agent;
such account entitled "Operating Account -- Hatteras Funding Corporation -- U.S.
Bank, National Association as Collateral Agent" (Account No. 77086471).


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                                                                   Appendix A to
                                                         Participation Agreement


         "Operative Documents" means, collectively, the following: (a) the
Participation Agreement, (b) the Construction Agency Agreement, (c) the Lease,
(d) the Ground Lease, (e) the Ground Sublease, (f) the Memorandum of Lease, (g)
the Memorandum of Ground Lease, (h) the Memorandum of Ground Sublease, (i) the
Conduit Loan Agreement, (j) the B Notes, (k) the HSFC Loan Agreement, (l) the
HSFC Note, (m) the Trust Agreement, (n) the Investor Certificates, (o) the
Commercial Paper Documents, (p) the other Security Documents, (q) the Guaranty,
(r) the Lessor Guaranty, (s) the Investor Guaranty, (t) the Formation Documents,
(u) the Management Agreement and (v) the Fee Letters.

         "original payment" is defined in Section 9.4 of the Participation
Agreement.

         "Other Available Amounts" means any insurance proceeds available under
related insurance policies maintained by or on behalf of the Lessee, Lessor or
Construction Agent, letter of credit proceeds, proceeds under surety bonds, and
similar proceeds consisting of available cash which are payable to the Lessee,
Lessor or Construction Agent in settlement of a Claim or for use in the
Construction of the Improvements.

         "Outside Completion Date" means the fourth anniversary of the
Documentation Date.

         "Outstanding" means as of any date, (a) with respect to Commercial
Paper Notes, all Commercial Paper Notes issued at any time (including Commercial
Paper Notes issued on the date of determination), except (i) Commercial Paper
Notes which have been paid in full through the relevant Depositary on or before
such date, (ii) matured Commercial Paper Notes which have not been presented or
deemed presented for payment but funds for the payment in full of which are on
deposit in the relevant Commercial Paper Account and are available for payment
of such Commercial Paper Notes or (iii) Commercial Paper Notes maturing on a day
on which new Commercial Paper Notes are issued or Liquidity Fundings are made,
if and to the extent that the proceeds of such new Commercial Paper Notes or
such Liquidity Fundings are to be used to pay in full such Commercial Paper
Notes maturing on that day; (b) with respect to Liquidity Purchases and
Liquidity Loans, all Liquidity Purchases and Liquidity Loans made by any
liquidity banks pursuant to any Liquidity Asset Purchase Agreement or any
Liquidity Loan Agreement and not repaid by the Conduit or converted into
Facility Loans pursuant to the terms of an Asset Loan Agreement, except
Liquidity Loans to be repaid or prepaid or Liquidity Purchases to be repurchased
from the proceeds of Commercial Paper Notes being issued on that day; (c) with
respect to Facility Loans, all Facility Loans made pursuant to the related Asset
Loan Agreement not repaid by the related borrower under such Asset Loan
Agreement including all Facility Loans made by the Liquidity Purchasers pursuant
to the Conduit Loan Agreement not repaid by the Lessor; (d) with respect to
Covered Assets, all Covered Assets advanced by the Conduit pursuant to the
Conduit Loan Agreement not repaid by the Lessor; (e) with respect to HSFC Loans,
all HSFC Loans advanced by HSFC pursuant to the HSFC Loan Agreement not repaid
by the Borrower; and (f) with respect to Conduit Loans, all Conduit Loans
advanced by the Conduit pursuant to the Conduit Loan Agreement not repaid by the
Borrower.

         "Overall Transaction" means the transactions contemplated by the
Operative Documents.


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                                                                   Appendix A to
                                                         Participation Agreement


         "Overdue Rate" means, with respect to any B Loan or Investor Amount
then outstanding, the lesser of (a) the highest interest rate permitted by
Applicable Law and (b) the sum of (i) 2% plus (ii) the Interest Rate applicable
to such B Loan or the Yield Rate applicable to such Investor Contribution, as
the case may be.

         "Owner" means GSS Holdings, Inc.

         "Participant Collateral Granted by Ground Lessee" is defined in
Granting Clause Third of the Security Agreement.

         "Participant Collateral Granted by Lessor" is defined in Granting
Clause Second of the Security Agreement.

         "Participants" means collectively, the Liquidity Purchasers, the
Investors, HSFC and the Conduit (and the Trust for purposes of Section 12.5 of
the Participation).

         "Participation Agreement" means the Participation Agreement dated as of
the Documentation Date, among Lessee, Construction Agent, the Guarantor, Ground
Lessee, Ground Lessor, Lessor, the Investors, the Trustee, the Trust, HSFC, GS &
Co., as Administrative Agent to HSFC, the Conduit, Bank of America, as
Administrator to the Conduit, the Liquidity Purchasers, Bank of America, as
Liquidity Agent, and The Chase Manhattan Bank, as Collateral Agent.

         "Payment Office" means the offices of the Collateral Agent at 450 West
33rd Street, 14th Floor, New York, New York 10001, or such other office as the
Collateral Agent may designate in writing to Lessee, Ground Lessee, Lessor,
HSFC, the Conduit and the Liquidity Purchasers.

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

         "Percentage Interests" means certain undivided interests in the Covered
Assets which may be purchased from time to time pursuant to the provisions of
the LAPA by the Liquidity Purchasers.

         "Percentage Share" or "Investor's Percentage Share" for each Investor
means (a) prior to the Lease Commencement Date, the Commitment of any Investor
as a percentage of the aggregate Commitments of all the Investors; and (b) on or
after the Base Date, the Investor Contribution of an Investor as a percentage of
the aggregate Investor Contributions of all the Investors.

         "Permitted Contest" means actions taken by a Person to test, challenge,
contest, appeal or request for a proceeding for review in good faith, by
appropriate proceedings timely initiated and diligently prosecuted, the
legality, validity or applicability to the Property or any interest therein of
any Person of: (a) any Applicable Law; (b) any provision of a Land Agreement;
(c) any term or condition of, or any revocation or amendment of, or other
proceeding relating to, any authorization or other consent, approval or other
action by any Authority; or (d) any Lien or Tax; provided that the initiation
and prosecution of such contest would not result in (i) an imminent risk of
sale, forfeiture or loss of the Lien created by the

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                                                                   Appendix A to
                                                         Participation Agreement

Operative Documents or the right, title or interest of Lessor in or to the
Property or any portion thereof or interruption of all or any portion of the
Rent, Lease Balance, or any other amount payable under the Operative Documents
by reason of attachment or other Lien, (ii) a risk of criminal liability being
imposed upon any Participant, (iii) the enjoinment of or interference with the
use, possession or disposition of the Properties in a material respect ,or (iv)
materially and adversely affect the Fair Market Value, use or remaining useful
life of the Property or any portion thereof or the continued economic operation
thereof; and provided, further, that in any event adequate reserves in
accordance with GAAP are maintained by such Person against any adverse
determination of such contest.

         "Permitted Investments" means,

                  (1) as used in the LAPA, the following investments, in each
         case payable in Dollars and payable in the United States of America:
         (a) direct general obligations of the United States of America with a
         maturity of 30 days or less or obligations the prompt payment of the
         principal of and interest on which are unconditionally guaranteed by
         the United States of America with a maturity of 30 days or less, and
         that mature prior to the final date of the relevant Liquidity
         Agreement, or (b) commercial paper notes with a maturity of 30 days or
         less and a rating at least equal to the then existing rating of the
         Commercial Paper Notes of the Conduit from each Rating Agency, and that
         mature prior to the final date of the relevant Liquidity Agreement, or
         (c) time deposits at, or certificates of deposit and bankers
         acceptances issued by, commercial banks having a short-term deposit
         rating at least equal to the then existing rating of the Commercial
         Paper Notes of the Conduit from each Rating Agency, provided that each
         such investment has a maturity of 90 days or less, and matures prior to
         the final date of the relevant Liquidity Agreement, or (d) money market
         funds which are rated in the highest rating category by each Rating
         Agency and permit daily liquidation of investments (including money
         market funds for which the Collateral Agent or any of its Affiliates is
         the investment manager or adviser which are rated in the highest rating
         category by each Rating Agency and which permit daily liquidation of
         investments). Permitted Investments shall include those investments for
         which the Collateral Agent or an Affiliate of the Collateral Agent
         provides services, provided that such investments meet the criteria of
         any of (a)-(d) above; and

                  (2) as used in any other context, means any one or more of the
         following types of investments which are denominated in Dollars and
         which in accordance with their respective terms mature not later than
         the Business Day next preceding the Payment Date next succeeding the
         date of such investment:

                           (a) marketable obligations of, or obligations
                  guaranteed as to full and timely payment of principal and
                  interest by, the United States of America or an agency or
                  instrumentality thereof when such obligations are backed by
                  the full faith and credit of the United States;

                           (b) bankers' acceptances and certificates of deposit
                  and other interest-bearing obligations denominated in Dollars
                  and issued by any bank with capital, surplus and undivided
                  profits aggregating at least $100,000,000, the short-term
                  obligations of which

                                      -35-
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                                                                   Appendix A to
                                                         Participation Agreement

                  are rated by the Rating Agencies at least as highly as the
                  then current rating on the Commercial Paper Notes of HSFC;

                           (c) repurchase obligations for underlying securities
                  of the types described in clauses (i) and (ii) above entered
                  into with any counterparty whose short-term securities are
                  rated by the Rating Agencies at least as highly as the then
                  current rating on the Commercial Paper Notes of HSFC;

                           (d) commercial paper (excluding commercial paper
                  issued by HSFC or GS) rated by the Rating Agencies at least as
                  highly as the then current rating on the Commercial Paper
                  Notes of HSFC;

                           (e) (with respect to not more than $20,000 on deposit
                  in the Cash Collateral Account at any time) freely redeemable
                  (upon demand and without charge) shares in money market funds
                  that are rated by each of the Rating Agencies at least as
                  highly as the then current rating on the Commercial Paper
                  Notes of HSFC; and

                           (f) subject to satisfaction of the Rating Agency
                  Condition other short-term obligations of obligors, the
                  acquisition of which is consistent with the current credit
                  guidelines and policies of HSFC and with applicable law.

         Notwithstanding the foregoing, no investment bearing an S&P rating with
         the symbol "r" attached thereto shall be a Permitted Investment.

         "Permitted Lease Balance" means the sum of the Lease Balance minus the
amount of any Force Majeure Loss, plus the amount of proceeds of Other Available
Amounts used to construct Improvements.

         "Permitted Liens" means:

                  (a) Liens created pursuant to the Operative Documents and the
         respective rights and interests of Lessee, Lessor, the Ground Lessor
         and any Participant and their respective permitted transferees and
         assignees, as provided in the Operative Documents,

                  (b)  Lessor Liens,

                  (c) Liens for Taxes either not yet due or being contested in
         compliance with Section 9.5 of the Lease,

                  (d) materialmen's, mechanics', workers', repairmen's,
         employees' or other like Liens on Lessee's interest in the Properties
         for amounts either not yet due or being contested in compliance with
         Section 9.5 of the Lease,

                  (e) Liens arising out of judgments or awards with respect to
         which at the time an appeal or proceeding for review is being
         prosecuted in good faith and either which have been bonded or for the
         payment of which adequate reserves shall have been provided as required
         by GAAP or

                                      -36-
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                                                                   Appendix A to
                                                         Participation Agreement

         other appropriate provisions have been made, so long as such
         proceedings have the effect of staying the execution of such judgments
         or awards and are being contested pursuant to Section 9.5 of the Lease,

                  (f) easements, rights of way, reservations, servitudes and
         rights of others against the Properties which (x) are listed on
         Schedule B to the Title Policy or (y) are granted pursuant to Section
         9.8 of the Lease, and

                  (g) the rights of any assignee, lessee, or sublessee under
         assignments, leases and subleases expressly permitted by the Lease.

         "Person" means an individual, corporation, partnership, joint venture,
limited liability company, limited liability partnership, association,
joint-stock company, trust (including any beneficial owner thereof),
unincorporated organization, Authority or other legal entity.

         "Personalty" is defined in Section 4 of the Ground Lease.

         "Petitioned Party" is defined in Section 6.6 of the Participation
Agreement.

         "Placement Agent" means GS & Co. or an Additional Placement Agent.

         "Plan" means at any time an employee pension benefit plan (other than a
Multiemployer Plan) which is covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the Code and either (i) is
maintained, or contributed to, by any member of the ERISA Group for employees of
any member of the ERISA Group or (ii) has at any time within the preceding five
years been maintained, or contributed to, by any Person which was at such time a
member of the ERISA Group for employees of any Person which was at such time a
member of the ERISA Group.

         "Plans and Specifications" means the plans and specifications for the
Construction, as more particularly described in Exhibit A to the Construction
Agency Agreement, as it may be amended from time to time in accordance with the
Construction Agency Agreement.

         "Postponed Advance" is defined in Section 2.2.6(c) of the Participation
Agreement.

         "Postponed Advance Date" is defined in Section 2.2.6(c) of the
Participation Agreement.

         "Postponement Interest" is defined in Section 2.2.6(c) of the
Participation Agreement.

         "Postponement Yield" is defined in Section 2.2.6(c) of the
Participation Agreement.

         "Prescribed Forms" means duly executed and filed form(s) or
statement(s), and in such number of copies, which may, from time to time, be
prescribed by law and which, pursuant to applicable provisions of (a) an income
tax treaty between the United States and the country of residence of the
Participant providing the form(s) or statement(s), (b) the Code, or (c) any
applicable rule or regulation

                                      -37-
<PAGE>   186
                                                                   Appendix A to
                                                         Participation Agreement

under the Code, permit the Lessee to make payments under any Operative Document
free of deduction or withholding of United States Tax.

         "Present Value" means the value at the date of determination of a
specified amount payable in the future discounted at the Lessee's Incremental
Borrowing Rate.

         "Prime Contractor" means one or more Persons who shall, with the prior
written consent of the Lessor, have been designated by the Lessee to act as a
prime contractor for purposes of the Construction.

         "Principal Component" means with respect to any Commercial Paper Note
(a) in the case of a Commercial Paper Note issued on a discount basis, the
amount of proceeds received by the Conduit or HSFC upon the sale thereof prior
to the payment of any dealer fee or other fees or expenses paid with respect
thereto and (b) in the case of a Commercial Paper Note issued on an
interest-bearing basis, the principal amount thereof.

         "Private Placement Memorandum (HSFC)" means the Private Placement
Memorandum dated June 2000, as amended, restated, supplemented or otherwise
modified from time to time, provided by HSFC in connection with the
solicitation, offer and sale of Commercial Paper Notes of HSFC.

         "Proceeding" is defined in Section 6.6 of the Participation Agreement.

         "Program Event of Default" means any event of default under the Program
Documents.

         "Program Fee" means the fee payable to the Conduit by Lessee in
accordance with the Conduit Fee Letter.

         "Property" means either the Office Tower or the Conference/Training
Center, and "Properties" means the Office Tower and the Conference/Training
Center, collectively.

         "Purchase Date" is defined in Section 5.1(a) of the Lease.

         "Purchase Option" is defined in Section 5.1(a) of the Lease.

         "Purchase Period" is defined in Section 23(b) of the Ground Lease and
Section 18(b) of the Ground Sublease.

         "Rating Agencies" means S&P and/or Moody's.

         "Rating Agency Condition" means, with respect to any action, that each
Rating Agency shall have been given prior notice thereof and that each of the
Rating Agencies shall have notified HSFC in writing that such action will not
result in a reduction or withdrawal of the then current rating by such Rating
Agency of any Commercial Paper Notes of HSFC.

         "Rating Agency Fee Letter" means each fee letter, dated June ___, 2000,
between each Rating Agency and GS.


                                      -38-
<PAGE>   187
                                                                   Appendix A to
                                                         Participation Agreement


         "Receivables" is defined in the Granting Clause Second of the Security
Agreement.

         "Related Contracts" is defined in the Granting Clause Second of the
Security Agreement.

         "Related Equipment" is defined in the Granting Clause of each Mortgage.

         "Release" means the release, deposit, disposal or leak of any Hazardous
Material into or upon or under any land or water or air, or otherwise into the
environment, including by means of burial, disposal, discharge, emission,
injection, spillage, leakage, seepage, leaching, dumping, pumping, pouring,
escaping, emptying, placement and the like.

         "Relevant Interest Component" is defined in Section 1.1 of the HSFC
Loan Agreement.

         "Remarketing Sales Expense" means all charges, costs and expenses of
Lessor, Lessee and the Participants in connection with each sale pursuant to the
Sale Option.

         "Remedial Work" is defined in Section 9.6(b) of the Lease.

         "Renewal Term" means each 364-day renewal term of the Lease effected in
accordance with Section 8.5 of the Participation Agreement.

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

         "Replacement Participant" is defined in Section 8.5 of the
Participation Agreement.

         "Residual Value Guaranty Amount" means 84.41% of the then Permitted
Lease Balance minus the Future Value as of the Lease Term Expiration Date
(assuming for purposes of this definition that a cancellation notice has been
delivered such that the Lease Term Expiration Date is on the sixth day prior to
the ninth anniversary of the Documentation Date) of any Base Rent fairly
allocable to the uninsurable portion of a Force Majeure Loss occurring during
the Construction Period, unless such Force Majeure Loss is restored in
accordance with the Construction Agency Agreement with Other Available Amounts.

         "Responsible Officer" means, with respect to the subject matter of any
covenant, agreement or obligation of any party contained in any Operative
Agreement, the President, or any Vice President, Assistant Vice President, Trust
Officer or other officer, who in the normal performance of his or her
operational responsibility would have knowledge of such matters and the
requirements with respect thereto.

         "S&P" means Standard & Poor's, a division of The McGraw-Hill Companies,
Inc., or any successor thereto.

         "Sale Date" is defined in Section 7.1(b) of the Lease.

         "Sale Option" is defined in Section 7.1 of the Lease.


                                      -39-
<PAGE>   188
                                                                   Appendix A to
                                                         Participation Agreement


         "Scheduled Payment Date" means, as to any Loan or Investor Amount, the
nineteenth (19th) day of each month or if such nineteenth day is not a Business
Day, the immediately succeeding Business Day and the Maturity Date and the Lease
Term Expiration Date.

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

         "Secured Ground Lessee Obligations" is defined in Granting Clause Third
of the Security Agreement.

         "Secured Lessee Obligations" is defined in Granting Clause First of the
Security Agreement.

         "Secured Lessor Obligations" is defined in Granting Clause Second of
the Security Agreement.

         "Secured Parties" means each party to the Security Agreement other than
Lessee.

         "Secured Parties (Conduit)" means the Liquidity Purchasers, the
Liquidity Agent, the holders from time to time of the Commercial Paper Notes of
the Conduit, the LAPA Collateral Agent, each Commercial Paper Placement Agent
(Conduit), the Manager of the Conduit and the Administrator.

         "Securities Act" means the Securities Act of 1933.

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

         "Securities Intermediary" means The Chase Manhattan Bank, in its
capacity as Securities Intermediary under the Operative Documents.

         "Security Agreement" means the Security Agreement dated as of the
Documentation Date among Lessee, Lessor, Ground Lessee, the Participants and the
Collateral Agent, pursuant to which (a) Lessee assigns to the Collateral Agent
for the benefit of Lessor, the Lessee Collateral and (b) Lessor assigns to the
Collateral Agent for the benefit of the Participants, the Participant
Collateral.

         "Security Agreement (Conduit)" means that certain Security Agreement
dated as of the Documentation Date pursuant to which the Conduit assigns to the
LAPA Collateral Agent for the benefit of the Secured Parties (Conduit) all of
the Conduit's interest in the Covered Assets.

         "Security Documents" means, collectively, the Mortgage, the Assignment
of Leases, the Security Agreement and the Financing Statements, and all other
security documents hereafter delivered to HSFC or the Conduit or assigned to the
Administrator or the Collateral Agent granting a Lien on any asset or assets of
any Person (i) to secure the obligations and liabilities of the Lessee under the
Lease and other Operative Documents or (ii) to secure the obligations and
liabilities of the Lessor under the Conduit Loan Agreement, the HSFC Loan
Agreement and/or under any of the other Operative Documents.

         "Shortfall" is defined in Section 3(c)(vii) of the Administration
Agreement.


                                      -40-
<PAGE>   189
                                                                   Appendix A to
                                                         Participation Agreement


         "Significant Condemnation" is defined in Section 14 of the Ground
Lease.

         "Site" means either the Office Tower Site or the Conference/Training
Center Site, as the context may require.

         "Site Assessment" is defined in Section 12.2 of the Lease.

         "Soft Costs" means all costs of whatever kind or nature, of performing
the Improvements (other than the purchase price for the Land and Lessee's costs
in connection with the acquisition of the Land, such as the cost of title
insurance), Capitalizable Transaction Costs, engineering costs for Improvements,
costs of architects, engineers and other consultants and experts with respect to
the Construction and fees and expenses incurred in obtaining Governmental
Actions, and sums expended by the Lessee prior to the date hereof properly
allocated to or otherwise included in Soft Costs.

         "Sublease" is defined in Section 16.1 of the Lease.

         "Subsidiary" means, with respect 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.

         "Substantial Completion" means, with respect to the Improvements to be
constructed on the Land, substantial completion of the applicable Improvements
in accordance with the applicable Plans and Specifications and the issuance by
the appropriate Governmental Authority of a certificate of occupancy.

         "Supplemental Rent" means all legal, accounting, administrative and
other operating expenses and taxes incurred by Lessor or Ground Lessee (other
than Base Rent), any and all amounts, liabilities and obligations other than
Base Rent which Lessee assumes or agrees or is otherwise obligated to pay under
the Lease and the other Operative Documents (whether or not designated as
Supplemental Rent) to Lessor, the Collateral Agent or any other party,
including, without limitation, rent, including interest measured by the Overdue
Rate, and all other amounts payable under the Ground Lease, operating expenses
of HSFC payable during the Lease Term, the Lease Balance, and indemnities and
damages for breach of any covenants, representations, warranties or agreements,
and all other costs associated with the condition, use or operation,
maintenance, management and utilities relating to the Properties.

         "30 Hudson" means 30 Hudson Street Lessor Urban Renewal L.L.C., a New
Jersey limited liability company, and its permitted assigns.

         "Taxes" means any and all present or future liabilities, losses,
expenses and costs of any kind whatsoever that are fees (including without
limitation, license fees, documentation fees and registration fees), taxes
(including without limitation, property, ad valorem, real estate, income, gross
or net income, gross or net receipts, sales, use, value added, franchise,
business, transfer, capital property (tangible and

                                      -41-
<PAGE>   190
                                                                   Appendix A to
                                                         Participation Agreement

intangible), municipal assessments, excise and stamp taxes and sewer and water
rents), levies, imposts, duties, charges, assessments or withholdings, together
with any penalties, fines or interest thereon or addition thereto (any of the
foregoing being referred to herein individually as a "Tax").

         "Tax Indemnitee" means each of Lessor, any Agent, any Participant,
employees, officers, directors, shareholders, members, partners, participants,
and agents of the foregoing Persons and each of their respective successors,
transferees and assigns permitted under the terms of the Operative Documents.

         "Tenant" means the Ground Lessee.

         "Termination Payments" means any liquidated damage or specified
cancellation payments owed by Construction Agent or its affiliates in connection
with the cancellation or termination of a construction contract entered into in
connection with the Construction of the Improvements.

         "Title Policy" means the title insurance commitment issued by the
TitleServ of New Jersey, Inc. in respect of the Properties within the five (5)
Business Day period prior to the Documentation Date.

         "Total Commitment" means, at any time, the aggregate amount of the
Commitments of all Liquidity Purchasers under the LAPA at such time.

         "Transaction Costs" means

                  (a)  the fees and expenses of the Appraiser;

                  (b) the reasonable fees and expenses of (i) Mayer, Brown &
         Platt, (ii) Cadwalader, Wickersham & Taft, special counsel to the
         Conduit and HSFC, (iii) White & Case, special counsel to the Collateral
         Agent and (iv) Richards, Layton & Finger, special Delaware counsel to
         the Trust and Trust Company and the Ground Lessee, incurred in
         connection with the negotiation, documentation and consummation of the
         Overall Transaction;

                  (c) fees relating to residual value insurance obtained by the
         Lessor;

                  (d) any and all Taxes and fees incurred in recording,
         registering or filing any Operative Document or any other transaction
         document, any deed, declaration, mortgage, security agreement, notice
         or financing statement with any public office, registry or governmental
         agency in connection with the transactions contemplated by the
         Operative Documents, and any franchise taxes in respect of HSFC unless
         the Operative Documents expressly provide that such Taxes or fees are
         required to be paid by a Person other than the Lessee;

                  (e) any title fees, premiums and escrow costs and other
         expenses relating to title insurance incurred in connection with the
         closings contemplated by the Operative Documents, and any expenses
         incurred by any Agent for analysis of the Improvement Costs and
         inspection of the Property in connection with the Advances;


                                      -42-
<PAGE>   191
                  (f) all expenses relating to all Environmental Audits and
         appraisals prepared from time to time under the Operative Documents;

                  (g) all fees relating to the Independent Insurance Consultant;

                  (h) the fees and expenses of Liquidity Agent described in
         Section 9.10(a) of the Participation Agreement;

                  (i) the fees and expenses of the Depositary and the Collateral
         Agent described in Section 9.10(a) of the Participation Agreement;

                  (j) all lien search fees, recording taxes, charges or other
         expenses incurred in connection with the perfection of Liens and the
         consummation of each of the filings and recordings described in Section
         4.1(c) of the Participation Agreement;

                  (k) the fees and expenses of the Rating Agencies payable on
         the Initial Advance Date pursuant to the Rating Agency Fee Letters;

                  (l) the fees and expenses of Administrative Agent described in
         Section 9.10(d) of the Participation Agreement;

                  (m) the reasonable fees and expenses of Global Securitization
         Services, LLC;

                  (n) the Upfront Fee described in Section 9.10(b) of the
         Participation Agreement;

                  (o) the fees and expenses payable to the Arranger in
         accordance with the Arranger Fee Letter; and

                  (p) the fees and expenses of the Trust Company, as Manager and
         Trustee, payable on the Initial Advance Date in accordance with the
         Trust Company Fee Letter.

         "Transition Date" means when (i) Lessee has acquired the Tenant's
interest in the Ground Lease pursuant to the Purchase Option or (ii) the
Completion Date shall have occurred and a Person (other than an Indemnitee) has
acquired the Tenant's interest in the Ground Lease and possession of the
premises in a foreclosure or similar judicial proceeding, as a result of a
"Lease Event of Default" or "Construction Agency Agreement Event of Default" or
(iii) a third party has acquired Tenant's interest in the Ground Lease and
possession of the premises as result of a sale of the Premises pursuant to
Section 7.1 of the Lease.

         "Trust" means Hudson Street Lessor Investment Trust 2000-1, the trust
created by the Trust Agreement.


                                      -43-
<PAGE>   192
         "Trust Agreement" means the Trust Agreement, dated as of the
Documentation Date between the Investors and Wilmington Trust Company, as the
Trustee.

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

         "Trust Company Fee Letter" means the fee letter dated the Documentation
Date, between Trust Company and __________.

         "Trust Contribution" is defined in Section 13 of the Ground Lessee
Limited Liability Company Agreement.

         "Trust Estate" means all estate, right, title and interest of the Trust
in, to and under the Trust Agreement and all of the other Operative Documents to
which it is a party, including any or all payments or proceeds received by the
Trust under Article X of the Participation Agreement, together with any other
moneys, proceeds or property at any time received by the Trust under or in
connection with the Operative Documents.

         "Trustee" means Wilmington Trust Company, not in its individual
capacity but solely in its trust capacity under the Trust Agreement, and any
co-trustee or successor appointed pursuant to the Trust Agreement.

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

         "Unguaranteed Residual Lease Balance" means at the date of
determination, the excess of the Lease Balance over the Residual Value Guaranty
Amount.

         "Upfront Fee" means, with respect to each Investor and Liquidity
Purchaser, a one-time fee in the amount of 0.125% of each such Investor's
Commitment Amount or each such Liquidity Purchaser's Commitment Amount under the
LAPA.

         "U.S. Bank" means U.S. Bank, National Association and its permitted
successors and assigns.

         "Verifier" is defined in Section 9.2(f) of the Participation Agreement.

         "Weighted CP Amount" is defined in Section 1.1 of the HSFC Loan
Agreement.

         "Weighted Loan Amount" is defined in Section 1.1 of the HSFC Loan
Agreement.

         "Yield" means, for each Interest Period, the amount accrued on the
Investor Amount outstanding from time to time at the Yield Rate.

         "Yield Rate" means for each Interest Period, the rate per annum equal
to the Eurodollar Rate for such Interest Period plus a margin of two hundred
basis points (2%) per annum; provided, however, that

                                      -44-
<PAGE>   193
                                                                   Appendix A to
                                                         Participation Agreement

in the event (and for so long as) Base Rent is determined by reference to the
ABR as required pursuant to Section 9.8 of the Participation Agreement, then the
Yield Rate shall be equal to the ABR from time to time.



                                      -45-