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Exhibit 10.15 to 2002 10-K
================================================================================

                             PARTICIPATION AGREEMENT

                          Dated as of December 31, 1998

                                      among

                             CONVERGYS CORPORATION,
                  as the Construction Agent and as the Lessee,

                  THE VARIOUS PARTIES HERETO FROM TIME TO TIME,
                               as the Guarantors,

                   FIRST SECURITY BANK, NATIONAL ASSOCIATION,
                      not individually, except as expressly
                 stated herein, but solely as the Owner Trustee
                       under the CRT Realty Trust 1998-1,

 THE VARIOUS BANKS AND OTHER LENDING INSTITUTIONS WHICH ARE PARTIES HERETO FROM
                          TIME TO TIME, as the Holders,

    THE VARIOUS BANKS AND OTHER LENDING INSTITUTIONS WHICH ARE PARTIES HERETO
                       FROM TIME TO TIME, as the Lenders,

                                       and

                               NATIONSBANK, N.A.,
                          as the Agent for the Lenders
                     and respecting the Security Documents,
                  as the Agent for the Lenders and the Holders,
                        to the extent of their interests

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

No Lender may participate, assign or transfer all or any portion of its interest
hereunder or under the other Operative Agreements unless the sum of the Holder
Commitments and Lender Commitments in the aggregate exceeds $30,000,000. No
Holder may, directly or indirectly, assign, convey or otherwise transfer any of
its right, title or interest in or to the Trust Estate or the Operative
Agreements unless the sum of the Holder Commitments and the Lender Commitments
in the aggregate exceeds $30,000,000.

                                        1

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                 Page
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<S>                                                                                               <C>
SECTION 1A.  INITIAL LENDER AND INITIAL HOLDER.....................................................1

SECTION 1.   THE LOANS.............................................................................1

SECTION 2.   HOLDER ADVANCES.......................................................................2

SECTION 3.   SUMMARY OF TRANSACTIONS...............................................................2
     3.1.    Operative Agreements..................................................................2
     3.2.    Property Purchase and Satisfaction of Bridge Loan.....................................2
     3.3.    Construction of Improvements; Commencement of Basic Rent..............................3
     3.4.    [Intentionally Omitted]...............................................................3

SECTION 4.   THE CLOSINGS..........................................................................3
     4.1.    Initial Closing Date..................................................................3
     4.2.    Initial Closing Date; Property Closing Dates; Acquisition Advances;
                Construction Advances..............................................................3

SECTION 5.   FUNDING OF ADVANCES; CONDITIONS PRECEDENT; REPORTING REQUIREMENTS ON
             COMPLETION DATE; THE LESSEE'S DELIVERY OF NOTICES; RESTRICTIONS ON LIENS..............4
     5.1.    General...............................................................................4
     5.2.    Procedures for Funding................................................................4
     5.3.    Conditions Precedent for  the Lessor, the Agent, the Lenders and the Holders
                Relating to the Initial Closing Date and the Advance of Funds for the
                Acquisition of a Property..........................................................6
     5.4.    Conditions Precedent for the Lessor, the Agent, the Lenders and the Holders
                Relating to the Advance of Funds after  the Acquisition Advance...................12
     5.5.    Additional Reporting and Delivery Requirements on Completion Date and
                on Construction Period Termination Date...........................................13
     5.6.    The Construction Agent Delivery of Construction Budget Modifications.................14
     5.7.    Restrictions on Liens................................................................14
     5.8.    [Intentionally Omitted]..............................................................14
     5.9.    [Intentionally Omitted]..............................................................14
     5.10.   Payments.............................................................................14
     5.11.   Consent of the Lessee to Grant of Lien in Ground Leasehold Interests.................15
     5.12.   Minimum of Three Percent in Holder Commitments.......................................15
     5.13.   Unilateral Right to Increase the Holder Commitments and the Lender
                Commitments.......................................................................15
SECTION 6.   REPRESENTATIONS AND WARRANTIES.......................................................15
     6.1.    Representations and Warranties of the Borrower.......................................15
     6.2.    Representations and Warranties of the Credit Parties.................................18
</TABLE>

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<TABLE>
<S>                                                                                               <C>
SECTION 6B.  GUARANTY.............................................................................23
     6B.1.   Guaranty of Payment and Performance..................................................23
     6B.2.   Obligations Unconditional............................................................23
     6B.3.   Modifications........................................................................24
     6B.4.   Waiver of Rights.....................................................................25
     6B.5.   Reinstatement........................................................................25
     6B.6.   Remedies.............................................................................25
     6B.7.   Limitation of Guaranty...............................................................26
     6B.8.   Payment of Amounts to the Agent......................................................26
     6B.9.   Release of Guarantors................................................................26

SECTION 7.   PAYMENT OF CERTAIN EXPENSES..........................................................27
     7.1.    Transaction Expenses.................................................................27
     7.2.    Brokers' Fees........................................................................28
     7.3.    Certain Fees and Expenses............................................................28
     7.4.    Facility Fee.........................................................................28
     7.5.    [Intentionally Omitted]..............................................................29
     7.6.    Structuring Fee......................................................................29

SECTION 8.   OTHER COVENANTS AND AGREEMENTS.......................................................29
     8.1.    Cooperation with the Construction Agent or the Lessee................................29
     8.2.    Covenants of the Owner Trustee and the Holders.......................................29
     8.2A    Covenants of the Lenders.............................................................31
     8.3.    Credit Party Covenants, Consent and Acknowledgment...................................32
     8.4.    Sharing of Certain Payments..........................................................36
     8.5.    Grant of Easements, etc..............................................................37
     8.6.    Appointment by the Agent, the Lenders, the Holders and the Owner Trustee.............37
     8.7.    Collection and Allocation of Payments and Other Amounts..............................38
     8.8.    Release of Properties, etc...........................................................41
     8.9.    Release of Undeveloped Land from the Ground Lease....................................41

SECTION 9.   CREDIT AGREEMENT AND TRUST AGREEMENT.................................................42
     9.1.    The Construction Agent's and the Lessee's Credit Agreement Rights....................42
     9.2.    The Construction Agent's and the Lessee's Trust Agreement Rights.....................42

SECTION 10.  [Intentionally Omitted]..............................................................43

SECTION 11.  INDEMNIFICATION......................................................................43
     11.1.   General Indemnity....................................................................43
     11.2.   General Tax Indemnity ...............................................................46
     11.3.   Increased Costs, Illegality, etc.....................................................49
     11.4.   Funding/Contribution Indemnity.......................................................52
     11.5.   [Intentionally Omitted]..............................................................53
     11.6.   Additional Provisions Regarding Environmental Indemnification........................53
     11.7.   Additional Provisions Regarding Indemnification; Cooperation with the Indemnity
                Provider..........................................................................53
</TABLE>

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<TABLE>
<S>                                                                                               <C>
     11.8.   Indemnifications Provided by the Owner Trustee in Favor of the Other Indemnified
                Persons...........................................................................54
     11.9.   Time Period in which Claims may arise and be Covered by Indemnification..............55

SECTION 12.  MISCELLANEOUS........................................................................55
     12.1.   Survival of Agreements...............................................................55
     12.2.   Notices..............................................................................55
     12.3.   Counterparts.........................................................................57
     12.4.   Terminations, Amendments, Waivers, Etc...............................................57
     12.5.   Headings, etc........................................................................57
     12.6.   Parties in Interest..................................................................58
     12.7.   GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL; VENUE...............58
     12.8.   Severability.........................................................................59
     12.9.   Liability Limited....................................................................59
     12.10.  Rights of the Credit Parties.........................................................60
     12.11.  Further Assurances...................................................................60
     12.12.  Calculations under Operative Agreements..............................................61
     12.13.  Confidentiality......................................................................61
     12.14.  Financial Reporting/Tax Characterization.............................................61
     12.15.  Set-off..............................................................................61
</TABLE>

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                                    EXHIBITS

A - Form of Requisition - Sections 4.2, 5.2, 5.3 and 5.4

B - Form of Outside Counsel Opinion for the Lessee - Section 5.3(j)

C - Form of Officer's Certificate - Section 5.3(z)

D - Form of Secretary's Certificate - Section 5.3(aa)

E - Form of Officer's Certificate - Section 5.3(cc)

F - Form of Secretary's Certificate - Section 5.3(dd)

G - Form of Outside Counsel Opinion for the Owner Trustee - Section 5.3(ee)

H - Form of Outside Counsel Opinion for the Lessee - Section 5.3(ff)

I - Form of Officer's Certificate - Section 5.5

J - [Intentionally Omitted]

K - Description of Material Litigation - Section 6.2(d)

L - State of Incorporation/Formation and Principal Place of Business of Each
    Guarantor - Section 6.2(i)

M - Form of Officer's Compliance Certificate - Section 8.3(l)

Appendix A - Rules of Usage and Definitions

                                       iv

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                             PARTICIPATION AGREEMENT

     THIS PARTICIPATION AGREEMENT dated as of December 31, 1998 (as amended,
modified, extended, supplemented, restated and/or replaced from time to time,
this "Agreement") is by and among CONVERGYS CORPORATION, an Ohio corporation
(the "Lessee" or the "Construction Agent"); the various parties hereto from time
to time as guarantors (subject to the definition of Guarantors in Appendix A
hereto, individually, a "Guarantor" and collectively, the "Guarantors"); FIRST
SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, not
individually (in its individual capacity, the "Trust Company"), except as
expressly stated herein, but solely as the Owner Trustee under the CRT Realty
Trust 1998-1 (the "Owner Trustee", the "Borrower" or the "Lessor"); the various
banks and other lending institutions which are parties hereto from time to time
as holders of certificates issued with respect to the CRT Realty Trust 1998-1
(subject to the definition of Holders in Appendix A hereto, individually, a
"Holder" and collectively, the "Holders"); the various banks and other lending
institutions which are parties hereto from time to time as lenders (subject to
the definition of Lenders in Appendix A hereto, individually, a "Lender" and
collectively, the "Lenders"); and NationsBank, N.A., a national banking
association, as the agent for the Lenders and respecting the Security Documents,
as the agent for the Lenders and the Holders, to the extent of their interests
(in such capacity, the "Agent"). Capitalized terms used but not otherwise
defined in this Agreement shall have the meanings set forth in Appendix A
hereto.

     In consideration of the mutual agreements herein contained and other good
and valuable consideration, the receipt of which is hereby acknowledged, the
parties hereto hereby agree as follows:

                 SECTION 1A. INITIAL LENDER AND INITIAL HOLDER.

     Notwithstanding the various references in the Operative Agreements to
multiple Lenders and multiple Holders, NationsBank, N.A., is the only Lender and
the only Holder as of the date of this Agreement. NationsBank, N.A. may not
participate, assign or transfer all or any portion of its interest hereunder or
under the other Operative Agreements unless the sum of the Holder Commitments
and Lender Commitments in the aggregate exceeds $30,000,000. NationsBank, N.A.
may not, directly or indirectly, assign, convey or otherwise transfer any of its
right, title or interest in or to the Trust Estate unless the sum of the Holder
Commitments and the Lender Commitments in the aggregate exceeds $30,000,000.

                              SECTION 1. THE LOANS.

     Subject to the terms and conditions of this Agreement and the other
Operative Agreements and in reliance on the representations and warranties of
each of the parties hereto contained herein or made pursuant hereto, the Lenders
have agreed to make Loans to the Lessor from time to time in an aggregate
principal amount of up to the aggregate amount of the Commitments of the Lenders
in order for the Lessor to satisfy the Bridge Financing, to acquire

<PAGE>

the Properties and certain Improvements, to develop and construct certain
Improvements in accordance with the Agency Agreement and the terms and
provisions hereof and for the other purposes described herein, and in
consideration of the receipt of proceeds of the Loans, the Lessor will issue the
Notes. The Loans shall be made and the Notes shall be issued pursuant to the
Credit Agreement. Pursuant to Section 5 of this Agreement and Section 2 of the
Credit Agreement, the Loans will be made to the Lessor from time to time at the
request of the Construction Agent in consideration for the Construction Agent
agreeing for the benefit of the Lessor, pursuant to the Agency Agreement, to
acquire the Properties, to acquire the Equipment, to construct certain
Improvements and to cause the Lessee to lease the Properties, each in accordance
with the Agency Agreement and the other Operative Agreements. The Loans and the
obligations of the Lessor under the Credit Agreement shall be secured by the
Collateral.

                          SECTION 2. HOLDER ADVANCES.

     Subject to the terms and conditions of this Agreement and the other
Operative Agreements and in reliance on the representations and warranties of
each of the parties hereto contained herein or made pursuant hereto, on each
date Advances are requested to be made in accordance with Section 5 hereof, each
Holder shall make a Holder Advance on a pro rata basis to the Lessor with
respect to the CRT Realty Trust 1998-1 based on its Holder Commitment in an
amount in immediately available funds such that the aggregate of all Holder
Advances on such date shall be three percent (3%) of the amount of the Requested
Funds on such date; provided, that no Holder shall be obligated for any Holder
Advance in excess of its pro rata share of the Available Holder Commitment. The
aggregate amount of Holder Advances shall be up to the aggregate amount of the
Holder Commitments. No prepayment or any other payment with respect to any
Advance shall be permitted such that the Holder Advance with respect to such
Advance is less than three percent (3%) of the outstanding amount of such
Advance, except in connection with termination or expiration of the Term or in
connection with the exercise of remedies relating to the occurrence of a Lease
Event of Default. The representations, warranties, covenants and agreements of
the Holders herein and in the other Operative Agreements are several, and not
joint or joint and several.

                       SECTION 3. SUMMARY OF TRANSACTIONS.

     3.1. Operative Agreements.

     On the date hereof, each of the respective parties hereto and thereto shall
execute and deliver this Agreement, the Lease, each applicable Ground Lease, the
Agency Agreement, the Credit Agreement, the Notes, the Trust Agreement, the
Certificates, the Security Agreement, each applicable Mortgage Instrument and
such other documents, instruments, certificates and opinions of counsel as
agreed to by the parties hereto.

     3.2. Property Purchase and Satisfaction of Bridge Loan.

     On each Property Closing Date and subject to the terms and conditions of
this Agreement (a) the Holders will each make a Holder Advance in accordance
with Sections 2 and 5 of this

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Agreement and the terms and provisions of the Trust Agreement, (b) the Lenders
will each make Loans in accordance with Sections 1 and 5 of this Agreement and
the terms and provisions of the Credit Agreement, (c) the Lessor will ground
lease the applicable Property from the Lessee pursuant to a Ground Lease (or
purchase good and marketable title to any personal property that is a part of
the Property pursuant to a Bill of Sale), within an Approved State, identified
by the Construction Agent and grant the Agent a lien on such Property by
execution of the required Security Documents, (d) the Agent, the Lessee and the
Lessor shall execute and deliver a Lease Supplement relating to such Property
and (e) the Basic Term shall commence with respect to such Property. The Lessor
will satisfy the Bridge Loan as of the Initial Closing Date.

     3.3. Construction of Improvements; Commencement of Basic Rent.

     Construction Advances will be made with respect to particular Improvements
to be constructed and with respect to ongoing Work regarding the Equipment and
construction of particular Improvements, in each case, pursuant to the terms and
conditions of this Agreement and the Agency Agreement. The Construction Agent
will act as a construction agent on behalf of the Lessor respecting the Work
regarding the Equipment, the construction of such Improvements and the
expenditures of the Construction Advances related to the foregoing. The
Construction Agent shall promptly notify the Lessor upon Completion of the
Improvements and the Lessee shall commence to pay Basic Rent as of the Rent
Commencement Date.

     3.4. [Intentionally Omitted]

                            SECTION 4. THE CLOSINGS.

     4.1. Initial Closing Date.

     All documents and instruments required to be delivered on the Initial
Closing Date shall be delivered at the offices of Moore & Van Allen, PLLC,
Charlotte, North Carolina, or at such other location as may be determined by the
Lessor, the Agent and the Lessee.

     4.2. Initial Closing Date; Property Closing Dates; Acquisition Advances;
          Construction Advances.

     The Construction Agent shall deliver to the Agent a requisition (a
"Requisition"), in the form attached hereto as Exhibit A or in such other form
as is satisfactory to the Agent, in its reasonable discretion, in connection
with (a) the Transaction Expenses and other fees, expenses and disbursements
payable, pursuant to Section 7.1, by the Lessor and (b) each Acquisition Advance
pursuant to Section 5.3 and (c) each Construction Advance pursuant to Section
5.4. Except with respect to Advances made pursuant to Sections 7.1(a), 7.1(b)
and 11.8, the Lenders and the Holders shall not make any Advance under this
Agreement or any of the other Operative Agreements without the prior delivery of
a Requisition duly executed and approved by the Construction Agent.

                                        3

<PAGE>

              SECTION 5. FUNDING OF ADVANCES; CONDITIONS PRECEDENT;
                   REPORTING REQUIREMENTS ON COMPLETION DATE;
            THE LESSEE'S DELIVERY OF NOTICES; RESTRICTIONS ON LIENS.

     5.1. General.

          (a) To the extent funds have been advanced to the Lessor as Loans by
     the Lenders and to the Lessor as Holder Advances by the Holders, the Lessor
     will use such funds from time to time in accordance with the terms and
     conditions of this Agreement and the other Operative Agreements (i) at the
     direction of the Construction Agent to acquire the Properties in accordance
     with the terms of this Agreement, the Agency Agreement and the other
     Operative Agreements, (ii) to satisfy the Bridge Financing as of the
     Initial Closing Date, (iii) to make Advances to the Construction Agent to
     permit the acquisition, testing, engineering, installation, development,
     construction, modification, design, and renovation, as applicable, of the
     Properties (or components thereof) in accordance with the terms of the
     Agency Agreement and the other Operative Agreements, and (iv) to pay
     Transaction Expenses, fees, expenses and other disbursements payable by the
     Lessor under Sections 7.1(a), 7.1(b) and 11.8.

          (b) In lieu of the payment of interest on the Loans and Holder Yield
     on the Holder Advances on any Scheduled Interest Payment Date with respect
     to any Property during the period prior to the Rent Commencement Date with
     respect to such Property and subject to Section 5.13, (i) each Lender's
     Loan shall automatically be increased by the amount of interest accrued and
     unpaid on such Loan for such period (except to the extent that at any time
     such increase would cause such Lender's Loan to exceed such Lender's
     Available Commitment, in which case the Lessee shall pay such excess amount
     to such Lender in immediately available funds on the date such Lender's
     Available Commitment was exceeded), and (ii) each Holder's Holder Advance
     shall automatically be increased by the amount of Holder Yield accrued and
     unpaid on such Holder Advance for such period (except to the extent that at
     any time such increase would cause the Holder Advance of such Holder to
     exceed such Holder's Available Holder Commitment, in which case the Lessee
     shall pay such excess amount to such Holder in immediately available funds
     on the date the Available Holder Commitment of such Holder was exceeded).
     Such increases in a Lender's Loan and a Holder's Holder Advance shall occur
     without any disbursement of funds by any Person.

     5.2. Procedures for Funding.

          (a) The Construction Agent shall designate the date for Advances
     hereunder in accordance with the terms and provisions hereof; provided,
     however, it is understood and agreed that no more than two (2) Advances
     (excluding any conversion and/or continuation of any Loan or Holder
     Advance) may be requested during any calendar month and no such designation
     from the Construction Agent is required for funding of Transaction
     Expenses, fees, expenses and other disbursements payable by the Lessor
     under Sections 7.1(a), 7.1(b) and 11.8. Not less than (i) three (3)
     Business Days prior to

                                        4

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     the date that the first Advance is requested hereunder and (ii) three (3)
     Business Days prior to the date on which any subsequent Acquisition Advance
     or Construction Advance is to be made, the Construction Agent shall deliver
     to the Agent, (A) with respect to the date that the first Advance is
     requested hereunder and each subsequent Acquisition Advance, a Requisition
     as described in Section 4.2 hereof (including without limitation a legal
     description of the Land, if any, a schedule of the Improvements, if any,
     and a schedule of the Equipment, if any, acquired or to be acquired on such
     date, and a schedule of the Work, if any, to be performed, each of the
     foregoing in a form reasonably acceptable to the Agent) and (B) with
     respect to each Construction Advance, a Requisition identifying (among
     other things) the Property to which such Construction Advance relates.

          (b) Each Requisition shall: (i) be irrevocable, (ii) request funds in
     an amount that is not in excess of the total aggregate of the Available
     Commitments plus the Available Holder Commitments at such time, and (iii)
     request that the Holders make Holder Advances and that the Lenders make
     Loans to the Lessor for the payment of Transaction Expenses, Property
     Acquisition Costs (in the case of an Acquisition Advance) or other Property
     Costs (in the case of a Construction Advance) that have previously been
     incurred or are to be incurred on the date of such Advance to the extent
     such were not subject to a prior Requisition, in each case as specified in
     the Requisition.

          (c) Subject to the satisfaction of the conditions precedent set forth
     in Sections 5.3 or 5.4, as applicable, on each Property Closing Date or the
     date on which the Construction Advance is to be made, as applicable, (i)
     the Lenders shall make Loans based on their respective Lender Commitments
     to the Lessor in an aggregate amount equal to ninety-seven percent (97%) of
     the Requested Funds specified in any Requisition plus any additional amount
     of Transaction Expenses as referenced in Sections 7.1(a) and 7.1(b) and any
     additional amount respecting any indemnity payment as referenced in Section
     11.8, unless any such funding of Transaction Expenses or any indemnity
     payment is declined in writing by each Lender and each Holder (such
     decision to be in the sole discretion of each Lender and each Holder)
     ratably between the Tranche A Lenders and the Tranche B Lenders with the
     Tranche A Lenders funding eighty-five percent (85%) of the Requested Funds
     and the Tranche B Lenders funding twelve percent (12%) of the Requested
     Funds), up to an aggregate principal amount equal to the aggregate of the
     Available Commitments, (ii) the Holders shall make Holder Advances based on
     their respective Holder Commitments in an aggregate amount equal to three
     percent (3%) of the Requested Funds specified in such Requisition plus any
     additional amount of Transaction Expenses as referenced in Sections 7.1(a)
     and 7.1(b) and any additional amount respecting any indemnity payment as
     referenced in Section 11.8, unless any such funding of Transaction Expenses
     or any indemnity payment is declined in writing by each Lender and each
     Holder (such decision to be in the sole discretion of each Lender and each
     Holder), up to the aggregate advanced amount equal to the aggregate of the
     Available Holder Commitments; and (iii) the total amount of such Loans and
     Holder Advances made on such date shall (x) be used by the Lessor to pay
     Property Costs including Transaction Expenses within three (3) Business
     Days of the receipt by the

                                        5

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     Lessor of such Advance or (y) be advanced by the Lessor on the date of such
     Advance to the Construction Agent or the Lessee to pay Property Costs, as
     applicable. Notwithstanding that the Operative Agreements state that
     Advances shall be directed to the Lessor, each Advance shall in fact be
     directed to the Construction Agent (for the benefit of the Lessor) and
     applied by the Construction Agent (for the benefit of the Lessor) pursuant
     to the requirements imposed on the Lessor under the Operative Agreements.

          (d) With respect to an Advance obtained by the Lessor to pay for
     Property Costs and/or Transaction Expenses or other costs payable under
     Sections 7.1(a), 7.1(b) or 11.8 hereof and not expended by the Lessor for
     such purpose on the date of such Advance, such amounts shall be held by the
     Lessor (or the Agent on behalf of the Lessor) until the applicable closing
     date or payment date or, if such closing date or payment date does not
     occur within three (3) Business Days of the date of the Lessor's receipt of
     such Advance, shall be applied regarding the applicable Advance to repay
     the Lenders and the Holders and, subject to the terms hereof, and of the
     Credit Agreement and the Trust Agreement, shall remain available for future
     Advances. Any such amounts held by the Lessor (or the Agent on behalf of
     the Lessor) shall be subject to the lien of the Security Agreement.

          (e) All Operative Agreements which are to be delivered to the Lessor,
     the Agent, the Lenders or the Holders shall be delivered to the Agent, on
     behalf of the Lessor, the Agent, the Lenders or the Holders, and such items
     (except for Notes, Certificates, Bills of Sale, the Ground Leases and
     chattel paper originals, with respect to which in each case there shall be
     only one original) shall be delivered with originals sufficient for the
     Lessor, the Agent, each Lender and each Holder. All other items which are
     to be delivered to the Lessor, the Agent, the Lenders or the Holders shall
     be delivered to the Agent, on behalf of the Lessor, the Agent, the Lenders
     or the Holders, and such other items shall be held by the Agent. To the
     extent any such other items are requested in writing from time to time by
     the Lessor, any Lender or any Holder, the Agent shall provide a copy of
     such item to the party requesting it.

          (f) Notwithstanding the completion or any closing under this Agreement
     pursuant to Sections 5.3 or 5.4, each condition precedent in connection
     with any such closing may be subsequently enforced by the Agent (unless
     such has been expressly waived in writing by the Agent).

     5.3. Conditions Precedent for the Lessor, the Agent, the Lenders and the
          Holders Relating to the Initial Closing Date and the Advance of Funds
          for the Acquisition of a Property.

     The obligations (i) on the Initial Closing Date of the Lessor, the Agent,
the Lenders and the Holders to enter into the transactions contemplated by this
Agreement, including without limitation the obligation to execute and deliver
the applicable Operative Agreements to which

                                        6

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each is a party on the Initial Closing Date, (ii) on the Initial Closing Date of
the Holders to make Holder Advances, and of the Lenders to make Loans in order
to satisfy the Bridge Financing and to pay Transaction Expenses, fees, expenses
and other disbursements payable by the Lessor under Section 7.1(a) of this
Agreement and (iii) on a Property Closing Date for the purpose of providing
funds to the Lessor necessary to pay the Transaction Expenses, fees, expenses
and other disbursements payable by the Lessor under Section 7.1(b) of this
Agreement and to acquire or ground lease a Property (an "Acquisition Advance"),
in each case (with regard to the foregoing Sections 5.3(i), (ii) and (iii)) are
subject to the satisfaction or waiver of the following conditions precedent on
or prior to the Initial Closing Date or the applicable Property Closing Date, as
the case may be (to the extent such conditions precedent require the delivery of
any agreement, certificate, instrument, memorandum, legal or other opinion,
appraisal, commitment, title insurance commitment, lien report or any other
document of any kind or type, such shall be in form and substance satisfactory
to the Agent, in its reasonable discretion; notwithstanding the foregoing, the
obligations of each party shall not be subject to any conditions contained in
this Section 5.3 which are required to be performed by such party):

          (a) the correctness of the representations and warranties of the
     parties to this Agreement contained herein, in each of the other Operative
     Agreements and each certificate delivered pursuant to any Operative
     Agreement on each such date;

          (b) the performance by the parties to this Agreement of their
     respective agreements contained herein and in the other Operative
     Agreements to be performed by them on or prior to each such date;

          (c) the Agent shall have received a fully executed counterpart copy of
     the Requisition, appropriately completed;

          (d) title to each such Property shall conform to the representations
     and warranties set forth in Section 6.2(l) hereof;

          (e) the Construction Agent shall have delivered to the Agent a good
     standing certificate for the Construction Agent in the state where each
     such Property is located, the Deed with respect to the Land and existing
     Improvements (if any), a copy of the Ground Lease (if any), and a copy of
     the Bill of Sale with respect to the Equipment (if any), respecting such of
     the foregoing as are being acquired or ground leased on each such date with
     the proceeds of the Loans and Holder Advances or which have been previously
     acquired or ground leased with the proceeds of the Loans and Holder
     Advances and such Land, existing Improvements (if any) and Equipment (if
     any) shall be located in an Approved State;

          (f) there shall not have occurred and be continuing any Default under
     the Lease, any Default under the Agency Agreement, any Lease Event of
     Default or any Agency Agreement Event of Default and no Default under the
     Lease or under the Agency Agreement, no Lease Event of Default and no
     Agency Agreement Event of Default will have occurred after giving effect to
     the Advance requested by each such Requisition;

                                        7

<PAGE>

          (g) the Construction Agent shall have delivered to the Agent title
     insurance commitments to issue policies respecting each such Property, with
     such endorsements as the Agent deems necessary, in favor of the Lessor and
     the Agent from a title insurance company acceptable to the Agent, but only
     with such title exceptions thereto as are acceptable to the Agent;

          (h) the Construction Agent shall have delivered to the Agent an
     environmental site assessment respecting each such Property prepared by an
     independent recognized professional acceptable to the Agent and evidencing
     no pre-existing environmental condition with respect to which there is more
     than a remote risk of loss;

          (i) the Construction Agent shall have delivered to the Agent a survey
     (with a flood hazard certification) respecting each such Property prepared
     by (i) an independent recognized professional acceptable to the Agent and
     (ii) in a manner and including such information as is required by the
     Agent;

          (j) unless such an opinion has previously been delivered with respect
     to a particular state, the Construction Agent shall have caused to be
     delivered to the Agent a legal opinion in the form attached hereto as
     Exhibit B or in such other form as is acceptable to the Agent with respect
     to local law real property issues respecting the state in which each such
     Property is located addressed to the Lessor, the Agent, the Lenders and the
     Holders, from counsel located in the state where each such Property is
     located, prepared by counsel acceptable to the Agent and a separate flood
     hazard certificate respecting each such Property prepared by an independent
     recognized professional acceptable to the Agent;

          (k) the Agent shall be satisfied that the acquisition, ground leasing
     and/or holding of each such Property and the execution of the Mortgage
     Instrument and the other Security Documents will not materially and
     adversely affect the rights of the Lessor, the Agent, the Holders or the
     Lenders under or with respect to the Operative Agreements;

          (l) the Construction Agent shall have delivered to the Agent invoices
     for, or other reasonably satisfactory evidence of, the various Transaction
     Expenses and other fees, expenses and disbursements referenced in Sections
     7.1(a) or 7.1(b) of this Agreement, as appropriate;

          (m) the Construction Agent shall have caused to be delivered to the
     Agent a Mortgage Instrument (in such form as is acceptable to the Agent,
     with revisions as necessary to conform to applicable state law), Lessor
     Financing Statements and Lender Financing Statements respecting each such
     Property, all fully executed and in recordable form;

          (n) the Lessee shall have delivered to the Agent with respect to each
     such Property a Lease Supplement and a memorandum (or short form lease)
     regarding the

                                        8

<PAGE>

     Lease and such Lease Supplement (such memorandum or short form lease to be
     in the form attached to the Lease as Exhibit B or in such other form as is
     acceptable to the Agent, with modifications as necessary to conform to
     applicable state law, and in form suitable for recording);

          (o) with respect to each Acquisition Advance, the sum of the Available
     Commitment plus the Available Holder Commitment (after deducting the
     Unfunded Amount, if any, and after giving effect to the Acquisition
     Advance) will be sufficient to pay all amounts payable therefrom;

          (p) if any such Property is subject to a Ground Lease, the
     Construction Agent shall have caused a lease memorandum (or short form
     lease) to be delivered to the Agent for such Ground Lease and, if requested
     by the Agent, a landlord waiver and a mortgagee waiver (in each case, in
     such form as is acceptable to the Agent);

          (q) counsel (acceptable to the Agent) for the ground lessor of each
     such Property subject to a Ground Lease shall have issued to the Lessor,
     the Agent, the Lenders and the Holders, its opinion;

          (r) the Construction Agent shall have delivered to the Agent a
     preliminary Construction Budget for each such Property, if applicable;

          (s) the Construction Agent shall have provided evidence to the Agent
     of insurance with respect to each such Property as provided in the Lease;

          (t) the Construction Agent shall have caused an Appraisal regarding
     each such Property (in an amount equal to at least ninety percent (90%) of
     the Property Cost reasonably anticipated by the Construction Agent and the
     Agent) to be provided to the Agent from an appraiser selected by the Agent;

          (u) the Construction Agent shall cause (i) Uniform Commercial Code
     lien searches, tax lien searches and judgment lien searches regarding the
     Lessee to be conducted (and copies thereof to be delivered to the Agent) in
     such jurisdictions as determined by the Agent by a nationally recognized
     search company acceptable to the Agent and (ii) the liens referenced in
     such lien searches which are objectionable to the Agent to be either
     removed or otherwise handled in a manner satisfactory to the Agent;

          (v) all taxes, fees and other charges in connection with the
     execution, delivery, recording, filing and registration of the Operative
     Agreements and/or documents related thereto shall have been paid or
     provisions for such payment shall have been made to the satisfaction of the
     Agent;

          (w) in the opinion of the Agent and its respective counsel, the
     transactions contemplated by the Operative Agreements do not and will not
     subject the Lessor, the

                                        9

<PAGE>

     Lenders, the Agent or the Holders to any adverse regulatory prohibitions,
     constraints, penalties or fines;

          (x) each of the Operative Agreements to be entered into on such date
     shall have been duly authorized, executed and delivered by the parties
     thereto, and shall be in full force and effect, and the Agent shall have
     received a fully executed copy of each of the Operative Agreements;

          (y) since the date of the most recent audited financial statements (as
     such have been previously delivered to the Agent) of the Lessee, there
     shall not have occurred any event, condition or state of facts which shall
     have or could reasonably be expected to have a Material Adverse Effect,
     other than as specifically contemplated by the Operative Agreements;

          (z) as of the Initial Closing Date only, the Agent shall have received
     an Officer's Certificate, dated as of the Initial Closing Date, of the
     Lessee in the form attached hereto as Exhibit C or in such other form as is
     acceptable to the Agent stating that (i) each and every representation and
     warranty of each Credit Party contained in the Operative Agreements to
     which it is a party is true and correct on and as of the Initial Closing
     Date; (ii) no Default or Event of Default has occurred and is continuing
     under any Operative Agreement; (iii) each Operative Agreement to which any
     Credit Party is a party is in full force and effect with respect to it; and
     (iv) each Credit Party has duly performed and complied with all covenants,
     agreements and conditions contained herein or in any Operative Agreement
     required to be performed or complied with by it on or prior to the Initial
     Closing Date;

          (aa) as of the Initial Closing Date only, the Agent shall have
     received (i) a certificate of the Secretary or an Assistant Secretary of
     each Credit Party, dated as of the Initial Closing Date, in the form
     attached hereto as Exhibit D or in such other form as is acceptable to the
     Agent attaching and certifying as to (1) the resolutions of the Board of
     Directors of such Credit Party duly authorizing the execution, delivery and
     performance by such Credit Party of each of the Operative Agreements to
     which it is or will be a party, (2) the articles of incorporation of such
     Credit Party certified as of a recent date by the Secretary of State of its
     state of incorporation and its by-laws and (3) the incumbency and signature
     of persons authorized to execute and deliver on behalf of such Credit Party
     the Operative Agreements to which it is or will be a party and (ii) a good
     standing certificate (or local equivalent) from the respective states where
     such Credit Party is incorporated and where the principal place of business
     of such Credit Party is located as to its good standing in each such state;

          (bb) as of the Initial Closing Date only and in the reasonable
     judgment of the Agent, there shall not have occurred any material adverse
     change in the consolidated assets, liabilities, operations, business or
     condition (financial or otherwise) of the Credit Parties (on a consolidated
     basis) from that set forth in the most recent audited

                                       10

<PAGE>

     consolidated financial statements of the Credit Parties which have been
     provided to the Agent;

          (cc) as of the Initial Closing Date only, the Agent shall have
     received an Officer's Certificate of the Lessor dated as of the Initial
     Closing Date in the form attached hereto as Exhibit E or in such other form
     as is acceptable to the Agent, stating that (i) each and every
     representation and warranty of the Lessor contained in the Operative
     Agreements to which it is a party is true and correct on and as of the
     Initial Closing Date, (ii) each Operative Agreement to which the Lessor is
     a party is in full force and effect with respect to it and (iii) the Lessor
     has duly performed and complied with all covenants, agreements and
     conditions contained herein or in any Operative Agreement required to be
     performed or complied with by it on or prior to the Initial Closing Date;

          (dd) as of the Initial Closing Date only, the Agent shall have
     received (i) a certificate of the Secretary, an Assistant Secretary, Trust
     Officer or Vice President of the Trust Company in the form attached hereto
     as Exhibit F or in such other form as is acceptable to the Agent, attaching
     and certifying as to (A) the signing resolutions duly authorizing the
     execution, delivery and performance by the Lessor of each of the Operative
     Agreements to which it is or will be a party, (B) its articles of
     association or other equivalent charter documents and its by-laws, as the
     case may be, certified as of a recent date by an appropriate officer of the
     Trust Company and (C) the incumbency and signature of persons authorized to
     execute and deliver on its behalf the Operative Agreements to which it is a
     party and (ii) a good standing certificate from the Office of the
     Comptroller of the Currency;

          (ee) as of the Initial Closing Date only, counsel for the Lessor
     acceptable to the Agent shall have issued to the Lessee, the Holders, the
     Lenders and the Agent its opinion in the form attached hereto as Exhibit G
     or in such other form as is reasonably acceptable to the Agent;

          (ff) as of the Initial Closing Date only, the Construction Agent shall
     have caused to be delivered to the Agent a legal opinion in the form
     attached hereto as Exhibit H or in such other form as is acceptable to the
     Agent, addressed to the Lessor, the Agent, the Lenders and the Holders,
     from counsel acceptable to the Agent; and

          (gg) as of the Initial Closing Date only, the Construction Agent shall
     cause (i) tax lien searches and judgment lien searches regarding each
     Credit Party to be conducted (and copies thereof to be delivered to the
     Agent) in such jurisdictions as determined by the Agent by a nationally
     recognized search company acceptable to the Agent and (ii) the liens
     referenced in such lien searches which are objectionable to the Agent to be
     either removed or otherwise handled in a manner satisfactory to the Agent.

                                       11

<PAGE>

     5.4. Conditions Precedent for the Lessor, the Agent, the Lenders and the
          Holders Relating to the Advance of Funds after the Acquisition
          Advance.

     The obligations of the Holders to make Holder Advances, and the Lenders to
make Loans in connection with all requests for Advances subsequent to the
acquisition of a Property (and to pay the Transaction Expenses, fees, expenses
and other disbursements payable by the Lessor under Section 7.1 of this
Agreement in connection therewith) are subject to the satisfaction or waiver of
the following conditions precedent (to the extent such conditions precedent
require the delivery of any agreement, certificate, instrument, memorandum,
legal or other opinion, appraisal, commitment, title insurance commitment, lien
report or any other document of any kind or type, such shall be in form and
substance satisfactory to the Agent, in its reasonable discretion.
Notwithstanding the foregoing, the obligations of each party shall not be
subject to any conditions contained in this Section 5.4 which are required to be
performed by such party):

          (a) the correctness on such date of the representations and warranties
     of the parties to this Agreement contained herein, in each of the other
     Operative Agreements and in each certificate delivered pursuant to any
     Operative Agreement;

          (b) the performance by the parties to this Agreement of their
     respective agreements contained herein and in the other Operative
     Agreements to be performed by them on or prior to each such date;

          (c) the Agent shall have received a fully executed counterpart of the
     Requisition, appropriately completed;

          (d) based upon the applicable Construction Budget which shall satisfy
     the requirements of this Agreement, the Available Commitments and the
     Available Holder Commitment (after deducting the Unfunded Amount) will be
     sufficient to complete the Improvements;

          (e) there shall not have occurred and be continuing any Default or
     Event of Default under any of the Operative Agreements and no Default or
     Event of Default under any of the Operative Agreements will have occurred
     after giving effect to the Construction Advance requested by the applicable
     Requisition;

          (f) the title insurance policy delivered in connection with the
     requirements of Section 5.3(g) shall provide for (or shall be endorsed to
     provide for) insurance in an amount at least equal to the maximum total
     Property Cost indicated by the Construction Budget referred to in
     subparagraph (d) above and there shall be no title change or exception
     objectionable to the Agent;

          (g) the Construction Agent shall have delivered to the Agent copies of
     the Plans and Specifications for the applicable Improvements sufficient for
     the construction of the portion of such Improvements then being done;
     provided, Plans and Specifications for such Improvements in their entirety
     may not have been completed at such time;

                                       12

<PAGE>

          (h) the Construction Agent shall have delivered to the Agent invoices
     for, or other reasonably satisfactory evidence of, any Transaction Expenses
     and other fees, expenses and disbursements referenced in Section 7.1(b)
     that are to be paid with the Advance;

          (i) the Construction Agent shall have delivered, or caused to be
     delivered to the Agent, invoices, Bills of Sale or other documents
     acceptable to the Agent, in each case with regard to any Equipment or other
     components of such Property then being acquired with the proceeds of the
     Loans and Holder Advances and naming the Lessor as purchaser and
     transferee;

          (j) all taxes, fees and other charges in connection with the
     execution, delivery, recording, filing and registration of the Operative
     Agreements shall have been paid or provisions for such payment shall have
     been made to the satisfaction of the Agent;

          (k) since the date of the most recent audited Financial Statements (as
     such have been previously delivered to the Agent) of the Lessee, there
     shall not have occurred any event, condition or state of facts which shall
     have or could reasonably be expected to have a Material Adverse Effect,
     other than as specifically contemplated by the Operative Agreements; and

          (l) in the opinion of the Agent and its counsel, the transactions
     contemplated by the Operative Agreements do not and will not subject the
     Lessor, the Lenders, the Agent or the Holders to any adverse regulatory
     prohibitions, constraints, penalties or fines.

     5.5. Additional Reporting and Delivery Requirements on Completion Date and
          on Construction Period Termination Date.

     On or prior to the Completion Date for each Property, the Construction
Agent shall deliver to the Agent an Officer's Certificate in the form attached
hereto as Exhibit I or in such other form as is acceptable to the Agent
specifying (a) the address for such Property, (b) the Completion Date for such
Property, (c) the aggregate Property Cost for such Property, (d) detailed,
itemized documentation supporting the asserted Property Cost figures and (e)
that all representations and warranties of the Construction Agent and Lessee in
each of the Operative Agreements and each certificate delivered pursuant thereto
are true and correct as of the Completion Date. The Agent shall have the right
to contest the information contained in such Officer's Certificate. Furthermore,
on or prior to the Completion Date for each Property, the Construction Agent
shall deliver or cause to be delivered to the Agent (unless previously delivered
to the Agent) originals of the following, each of which shall be in form and
substance acceptable to the Agent, in its reasonable discretion: (w) a title
insurance endorsement regarding the title insurance policy delivered in
connection with the requirements of Section 5.3(g), but only to the extent such
endorsement is necessary to provide for insurance in an amount at least equal to
the maximum total Property Cost and, if endorsed, the endorsement shall not
include a

                                       13

<PAGE>

title change or exception objectionable to the Agent; (x) an as-built survey for
such Property, (y) insurance certificates respecting such Property as required
hereunder and under the Lease Agreement, and (z) if requested by the Agent,
amendments to the Lessor Financing Statements executed by the appropriate
parties. In addition, on the Completion Date for such Property the Construction
Agent covenants and agrees that the recording fees, documentary stamp taxes or
similar amounts required to be paid in connection with the related Mortgage
Instrument shall be paid in an amount required by applicable law, subject,
however, to the obligations of the Lenders and the Holders to fund such costs to
the extent required pursuant to Section 7.1.

     5.6. The Construction Agent Delivery of Construction Budget Modifications.

     The Construction Agent covenants and agrees to deliver to the Agent each
month notification of any modification to any Construction Budget regarding any
Property if such modification increases the cost to construct such Property;
provided no Construction Budget may be increased unless (a) the title insurance
policies referenced in Section 5.3(g) are also modified or endorsed, if
necessary, to provide for insurance in an amount that satisfies the requirements
of Section 5.4(f) of this Agreement and (b) after giving effect to any such
amendment, the Construction Budget remains in compliance with the requirements
of Section 5.4(d) of this Agreement.

     5.7. Restrictions on Liens.

     On each Property Closing Date, the Construction Agent shall cause each
Property acquired by the Lessor on such date to be free and clear of all Liens
except those referenced in Sections 6.2(r)(i) and 6.2(r)(ii). On each date a
Property is either sold to a third party in accordance with the terms of the
Operative Agreements or, pursuant to Section 22.1(a) of the Lease Agreement,
retained by the Lessor, the Lessee shall cause such Property to be free and
clear of all Liens (other than Lessor Liens and such other Liens that are
expressly set forth as title exceptions on the title commitment issued under
Section 5.3(g) with respect to such Property, to the extent such title
commitment has been approved by the Agent).

     5.8. [Intentionally Omitted]

     5.9. [Intentionally Omitted]

     5.10. Payments.

     All payments of principal, interest, Holder Advances, Holder Yield and
other amounts to be made by the Construction Agent or the Lessee under this
Agreement or any other Operative Agreements (excluding Excepted Payments which
shall be paid directly to the party to whom such payments are owed) shall be
made to the Agent at the office designated by the Agent from time to time in
Dollars and in immediately available funds, without setoff, deduction, or
counterclaim. Subject to the definition of "Interest Period" in Appendix A
attached hereto, whenever any payment under this Agreement or any other
Operative Agreements shall be stated to be due on a day that is not a Business
Day, such payment may be made on the next succeeding

                                       14

<PAGE>

Business Day, and such extension of time in such case shall be included in the
computation of interest, Holder Yield and fees payable pursuant to the Operative
Agreements, as applicable and as the case may be.

     5.11. Consent of the Lessee to Grant of Lien in Ground Leasehold Interests.

     The Lessee hereby agrees and consents to the grant of a Lien by the Owner
Trustee to the Agent in the right, title and interest of the Owner Trustee
pursuant to each Ground Lease.

     5.12. Minimum of Three Percent in Holder Commitments.

     The Holder Commitments shall in all events be not less than three percent
(3%) of the sum of the then current Lender Commitments plus the then current
Holder Commitments.

     5.13. Unilateral Right to Increase the Holder Commitments and the Lender
           Commitments.

     Notwithstanding any other provision of any Operative Agreement or any
objection by any Person (including without limitation any objection by the
Lessee), (a) each Holder, in its sole discretion, may unilaterally elect to
increase its Holder Commitment in order to fund amounts due and owing pursuant
to Sections 7.1(a), 7.1(b) and/or 11.8 and (b) each Lender, in its sole
discretion, may unilaterally elect to increase its Lender Commitment in order to
fund amounts due and owing pursuant to Sections 7.1(a), 7.1(b) and/or 11.8.

                   SECTION 6. REPRESENTATIONS AND WARRANTIES.

     6.1. Representations and Warranties of the Borrower.

     Effective as of the Initial Closing Date and the date of each Advance, the
Trust Company in its individual capacity and as the Borrower, as indicated,
represents and warrants to each of the other parties hereto as follows,
provided, that the representations in the following paragraphs (h), (j) and (k)
are made solely in its capacity as the Borrower:

          (a) It is a national banking association and is duly organized and
     validly existing and in good standing under the laws of the United States
     of America and has the power and authority to enter into and perform its
     obligations under the Trust Agreement and (assuming due authorization,
     execution and delivery of the Trust Agreement by the Holders) has the
     corporate and trust power and authority to act as the Owner Trustee and to
     enter into and perform the obligations under each of the other Operative
     Agreements to which the Trust Company or the Owner Trustee, as the case may
     be, is or will be a party and each other agreement, instrument and document
     to be executed and delivered by it on or before such Closing Date in
     connection with or as contemplated by each such Operative Agreement to
     which the Trust Company or the Owner Trustee, as the case may be, is or
     will be a party;

                                       15

<PAGE>

          (b) The execution, delivery and performance of each Operative
     Agreement to which it is or will be a party, either in its individual
     capacity or (assuming due authorization, execution and delivery of the
     Trust Agreement by the Holders) as the Owner Trustee, as the case may be,
     has been duly authorized by all necessary action on its part and neither
     the execution and delivery thereof, nor the consummation of the
     transactions contemplated thereby, nor compliance by it with any of the
     terms and provisions thereof (i) does or will require any approval or
     consent of any trustee or holders of any of its indebtedness or
     obligations, (ii) does or will contravene any Legal Requirement relating to
     its banking or trust powers, (iii) does or will contravene or result in any
     breach of or constitute any default under, or result in the creation of any
     Lien upon any of its property under, (A) its charter or by-laws, or (B) any
     indenture, mortgage, chattel mortgage, deed of trust, conditional sales
     contract, bank loan or credit agreement or other agreement or instrument to
     which it is a party or by which it or its properties may be bound or
     affected, which contravention, breach, default or Lien under clause (B)
     would materially and adversely affect its ability, in its individual
     capacity or as the Owner Trustee, to perform its obligations under the
     Operative Agreements to which it is a party or (iv) does or will require
     any Governmental Action by any Governmental Authority regulating its
     banking or trust powers;

          (c) The Trust Agreement and, assuming the Trust Agreement is the
     legal, valid and binding obligation of the Holders, each other Operative
     Agreement to which the Trust Company or the Owner Trustee, as the case may
     be, is or will be a party have been, or on or before such Closing Date will
     be, duly executed and delivered by the Trust Company or the Owner Trustee,
     as the case may be, and the Trust Agreement and each such other Operative
     Agreement to which the Trust Company or the Owner Trustee, as the case may
     be, is a party constitutes, or upon execution and delivery will constitute,
     a legal, valid and binding obligation enforceable against the Trust Company
     or the Owner Trustee, as the case may be, in accordance with the terms
     thereof;

          (d) There is no action or proceeding pending or, to its knowledge,
     threatened to which it is or will be a party, either in its individual
     capacity or as the Owner Trustee, before any Governmental Authority that,
     if adversely determined, would materially and adversely affect its ability,
     in its individual capacity or as the Owner Trustee, to perform its
     obligations under the Operative Agreements to which it is a party or would
     question the validity or enforceability of any of the Operative Agreements
     to which it is or will become a party;

          (e) It, either in its individual capacity or as the Owner Trustee, has
     not assigned or transferred any of its right, title or interest in or under
     the Lease, the Agency Agreement or its interest in any Property or any
     portion thereof, except in accordance with the Operative Agreements;

          (f) No Default or Event of Default under the Operative Agreements
     attributable to it has occurred and is continuing;

                                       16

<PAGE>

          (g) Except as otherwise contemplated in the Operative Agreements, the
     proceeds of the Loans and Holder Advances shall not be applied by the Owner
     Trustee, either in its individual capacity or as the Owner Trustee, for any
     purpose other than the purchase and/or lease of the Properties, the
     acquisition, installation and testing of the Equipment, the construction of
     Improvements and the payment of Transaction Expenses and the fees, expenses
     and other disbursements referenced in Sections 7.1(a) and 7.1(b) of this
     Agreement, in each case which accrue prior to the Rent Commencement Date
     with respect to a particular Property;

          (h) Neither the Owner Trustee nor any Person authorized by the Owner
     Trustee to act on its behalf has offered or sold any interest in the Trust
     Estate or the Notes, or in any similar security relating to a Property, 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 of the
     aforementioned securities to, or solicited any offer to acquire any of the
     same from, any Person other than, in the case of the Notes, the Agent, and
     neither the Owner Trustee nor any Person authorized by the Owner Trustee to
     act on its behalf will take any action which would subject, as a direct
     result of such action alone, the issuance or sale of any interest in the
     Trust Estate or the Notes to the provisions of Section 5 of the Securities
     Act or require the qualification of any Operative Agreement under the Trust
     Indenture Act of 1939, as amended;

          (i) The Owner Trustee's principal place of business, chief executive
     office and office where the documents, accounts and records relating to the
     transactions contemplated by this Agreement and each other Operative
     Agreement are kept are located at 79 South Main Street, Salt Lake City,
     Utah 84111;

          (j) The Owner Trustee is not engaged principally in, and does not have
     as one (1) of its important activities, the business of extending credit
     for the purpose of purchasing or carrying any margin stock (within the
     meaning of Regulation U of the Board of Governors of the Federal Reserve
     System of the United States), and no part of the proceeds of the Loans or
     the Holder Advances will be used by it to purchase or carry any margin
     stock or to extend credit to others for the purpose of purchasing or
     carrying any such margin stock or for any purpose that violates, or is
     inconsistent with, the provisions of Regulations G, T, U, or X of the Board
     of Governors of the Federal Reserve System of the United States;

          (k) The Owner Trustee is not an "investment company" or a company
     controlled by an "investment company" within the meaning of the Investment
     Company Act;

          (l) Each Property is free and clear of all Lessor Liens attributable
     to the Owner Trustee, either in its individual capacity or as the Owner
     Trustee; and

                                       17

<PAGE>

          (m) The Owner Trustee, in its trust capacity, is not a party to any
     documents, instruments or agreements other than the Operative Agreements
     executed by the Owner Trustee, in its trust capacity.

     6.2. Representations and Warranties of the Credit Parties.

     Effective as of the Initial Closing Date, the date of each Advance and the
Rent Commencement Date, each Credit Party represents and warrants to each of the
other parties hereto that:

          (a) [Intentionally Omitted]

          (b) The execution and delivery by each Credit Party of this Agreement
     and the other applicable Operative Agreements as of such date and the
     performance by each Credit Party of its respective obligations under this
     Agreement and the other applicable Operative Agreements are within the
     corporate, partnership or limited liability company (as the case may be)
     powers of each Credit Party, have been duly authorized by all necessary
     corporate, partnership or limited liability company (as the case may be)
     action on the part of each Credit Party (including without limitation any
     necessary shareholder action), have been duly executed and delivered, have
     received all necessary governmental approval, and do not and will not (i)
     violate any Legal Requirement which is binding on any Credit Party or any
     of its Subsidiaries, (ii) contravene or conflict with, or result in a
     breach of, any provision of the Articles of Incorporation, By-Laws or other
     organizational documents of any Credit Party or any of its Subsidiaries or
     of any agreement, indenture, instrument or other document which is binding
     on any Credit Party or any of its Subsidiaries or (iii) result in, or
     require, the creation or imposition of any Lien (other than pursuant to the
     terms of the Operative Agreements) on any asset of any Credit Party or any
     of its Subsidiaries;

          (c) This Agreement and the other applicable Operative Agreements,
     executed prior to and as of such date by any Credit Party, constitute the
     legal, valid and binding obligation of such Credit Party, as applicable,
     enforceable against such Credit Party, as applicable, in accordance with
     their terms. Each Credit Party has executed the various Operative
     Agreements required to be executed by such Credit Party as of such date;

          (d) There are no material actions, suits or proceedings pending or, to
     our knowledge, threatened against any Credit Party in any court or before
     any Governmental Authority (nor shall any order, judgment or decree have
     been issued or proposed to be issued by any Governmental Authority to set
     aside, restrain, enjoin or prevent the full performance of any Operative
     Agreement or any transaction contemplated thereby) that (i) concern any
     Property or any Credit Party's interest therein, (ii) question the validity
     or enforceability of any Operative Agreement to which any Credit Party is a
     party or the overall transaction described in the Operative Agreements to
     which any Credit Party is a party or (iii) have or could reasonably be
     expected to have a Material Adverse Effect;

                                       18

<PAGE>

     provided, for purposes of disclosure, the Credit Parties have described the
     litigation set forth on Exhibit K;

          (e) No Governmental Action by any Governmental Authority or other
     authorization, registration, consent, approval, waiver, notice or other
     action by, to or of any other Person pursuant to any Legal Requirement,
     contract, indenture, instrument or agreement or for any other reason is
     required to authorize or is required in connection with (i) the execution,
     delivery or performance of any Operative Agreement, (ii) the legality,
     validity, binding effect or enforceability of any Operative Agreement,
     (iii) the acquisition, ownership, construction, completion, occupancy,
     operation, leasing or subleasing of any Property or (iv) any Advance, in
     each case, except those which have been obtained and are in full force and
     effect;

          (f) Upon the execution and delivery of each Lease Supplement to the
     Lease, (i) the Lessee will have unconditionally accepted the Property
     subject to the Lease Supplement and will have a valid and subsisting
     leasehold interest in such Property, subject only to the Permitted Liens,
     and (ii) no offset will exist with respect to any Rent or other sums
     payable under the Lease;

          (g) Except as otherwise contemplated by the Operative Agreements, the
     Construction Agent shall not use the proceeds of any Holder Advance or Loan
     for any purpose other than the purchase and/or lease of the Properties, the
     acquisition, installation and testing of the Equipment, the construction of
     Improvements and the payment of Transaction Expenses and the fees, expenses
     and other disbursements referenced in Sections 7.1(a) and 7.1(b) of this
     Agreement, in each case which accrue prior to the Rent Commencement Date
     with respect to a particular Property;

          (h) All information heretofore or contemporaneously herewith furnished
     by each Credit Party or its Subsidiaries to the Agent, the Owner Trustee,
     any Lender or any Holder for purposes of or in connection with this
     Agreement and the transactions contemplated hereby is, and all information
     hereafter furnished by or on behalf of each Credit Party or its
     Subsidiaries to the Agent, the Owner Trustee, any Lender or any Holder
     pursuant hereto or in connection herewith will be, true and accurate in
     every material respect on the date as of which such information is dated or
     certified, and such information, taken as a whole, does not and will not
     omit to state any material fact necessary to make such information, taken
     as a whole, not misleading;

          (i) The principal place of business, chief executive office and office
     of the Construction Agent and the Lessee where the documents, accounts and
     records relating to the transactions contemplated by this Agreement and
     each other Operative Agreement are kept are located at 201 East Fourth
     Street, 102-1900, Cincinnati, Hamilton County, Ohio 45201-2301, and the
     states of formation and the chief executive offices of each other Credit
     Party are located at the places set forth in Exhibit L;

                                       19

<PAGE>

          (j) The representations and warranties of each Credit Party set forth
     in any of the Operative Agreements are true and correct in all material
     respects on and as of each such date as if made on and as of such date.
     Each Credit Party is in all material respects in compliance with its
     obligations under the Operative Agreements and there exists no Default or
     Event of Default under any of the Operative Agreements which is continuing
     and which has not been cured within any cure period expressly granted under
     the terms of the applicable Operative Agreement or otherwise waived in
     accordance with the applicable Operative Agreement. No Default or Event of
     Default will occur under any of the Operative Agreements as a result of, or
     after giving effect to, the Advance requested by the Requisition on the
     date of each Advance;

          (k) As of each Property Closing Date, the date of each subsequent
     Advance and the Rent Commencement Date only, each Property then being
     financed consists of (i) unimproved Land or (ii) Land and existing
     Improvements thereon which Improvements are either suitable for occupancy
     at the time of acquisition or ground leasing or will be renovated and/or
     modified in accordance with the terms of this Agreement. Each Property then
     being financed is located at the location set forth on the applicable
     Requisition, each of which is in one (1) of the Approved States;

          (l) As of each Property Closing Date, the date of each subsequent
     Advance and the Rent Commencement Date only, the Lessor has good and
     marketable fee simple title to each Property, or, if any Property is the
     subject of a Ground Lease, the Lessor will have a valid ground leasehold
     interest enforceable against the ground lessor of such Property in
     accordance with the terms of such Ground Lease, subject only to (i) such
     Liens referenced in Sections 6.2(r)(i) and 6.2(r)(ii) on the applicable
     Property Closing Date and (ii) subject to Section 5.7, Permitted Liens
     after the applicable Property Closing Date;

          (m) As of each Property Closing Date, the date of each subsequent
     Advance and the Rent Commencement Date only, no portion of any Property is
     located in an area identified as a special flood hazard area by the Federal
     Emergency Management Agency or other applicable agency, or if any such
     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 such Property in accordance with
     Section 14.2(b) of the Lease and in accordance with the National Flood
     Insurance Act of 1968, as amended;

          (n) As of each Property Closing Date, the date of each subsequent
     Advance and the Rent Commencement Date only, each Property complies with
     all Insurance Requirements and all standards of Lessee with respect to
     similar properties owned by Lessee;

          (o) As of each Property Closing Date, the date of each subsequent
     Advance and the Rent Commencement Date only, each Property complies with
     all Legal Requirements as of such date (including without limitation all
     zoning and land use laws

                                       20

<PAGE>

     and Environmental Laws), except to the extent that failure to comply
     therewith, individually or in the aggregate, shall not have and could not
     reasonably be expected to have a Material Adverse Effect;

          (p) As of each Property Closing Date, the date of each subsequent
     Advance and the Rent Commencement Date only, all utility services and
     facilities necessary for the construction and operation of the Improvements
     and the installation and operation of the Equipment regarding each Property
     (including without limitation gas, electrical, water and sewage services
     and facilities) are available at the applicable Land or will be constructed
     prior to the Completion Date for such Property;

          (q) As of each Property Closing Date, the date of each subsequent
     Advance and the Rent Commencement Date only, acquisition, installation and
     testing of the Equipment (if any) and construction of the Improvements (if
     any) to such date shall have been performed in a good and workmanlike
     manner, substantially in accordance with the applicable Plans and
     Specifications;

          (r) (i) The Security Documents create, as security for the Obligations
          (as such term is defined in the Security Agreement), valid and
          enforceable security interests in, and Liens on, all of the
          Collateral, in favor of the Agent, for the ratable benefit of the
          Lenders and the Holders, as their respective interests appear in the
          Operative Agreements, and such security interests and Liens are
          subject to no other Liens other than Liens that are expressly set
          forth as title exceptions on the title commitment issued under Section
          5.3(g) with respect to the applicable Property, to the extent such
          title commitment has been approved by the Agent. Upon recordation of
          the Mortgage Instrument in the real estate recording office in the
          applicable Approved State identified by the Construction Agent or the
          Lessee, the Lien created by the Mortgage Instrument in the real
          property described therein shall be a perfected first priority
          mortgage Lien on such real property (or, in the case of a Ground
          Lease, the leasehold estate under such Ground Lease) in favor of the
          Agent, for the ratable benefit of the Lenders and the Holders, as
          their respective interests appear in the Operative Agreements. To the
          extent that the security interests in the portion of the Collateral
          comprised of personal property can be perfected by filing in the
          filing offices in the applicable Approved States or elsewhere
          identified by the Construction Agent or the Lessee, upon filing of the
          Lender Financing Statements in such filing offices, the security
          interests created by the Security Agreement shall be perfected first
          priority security interests in such personal property in favor of the
          Agent, for the ratable benefit of the Lenders and the Holders, as
          their respective interests appear in the Operative Agreements;

               (ii) The Lease Agreement creates, as security for the obligations
          of the Lessee under the Lease Agreement, valid and enforceable
          security interests in, and Liens on, each Property leased thereunder,
          in favor of the Lessor, and such security interests and Liens are
          subject to no other Liens other than Liens that are expressly set
          forth as title exceptions on the title commitment issued under

                                       21

<PAGE>

          Section 5.3(g) with respect to the applicable Property, to the extent
          such title commitment has been approved by the Agent. Upon recordation
          of the memorandum of the Lease Agreement and the memorandum of a
          Ground Lease (or, in either case, a short form lease) in the real
          estate recording office in the applicable Approved State identified by
          the Construction Agent or the Lessee, the Lien created by the Lease
          Agreement in the real property described therein shall be a perfected
          first priority mortgage Lien on such real property (or, in the case of
          a Ground Lease, the leasehold estate under such Ground Lease) in favor
          of the Agent, for the ratable benefit of the Lenders and the Holders,
          as their respective interests appear in the Operative Agreements. To
          the extent that the security interests in the portion of any Property
          comprised of personal property can be perfected by the filing in the
          filing offices in the applicable Approved State or elsewhere
          identified by the Construction Agent or the Lessee upon filing of the
          Lessor Financing Statements in such filing offices, a security
          interest created by the Lease Agreement shall be perfected first
          priority security interests in such personal property in favor of the
          Lessor, which rights pursuant to the Lessor Financing Statements are
          assigned to the Agent, for the ratable benefit of the Lenders and the
          Holders, as their respective interests appear in the Operative
          Agreements;

          (s) The Plans and Specifications for each Property will be prepared in
     accordance with all applicable Legal Requirements (including without
     limitation all applicable Environmental Laws and building, planning, zoning
     and fire codes) except to the extent the failure to comply therewith,
     individually or in the aggregate, shall not have and could not reasonably
     be expected to have a Material Adverse Effect. The Plans and Specifications
     for the portion of the applicable Improvements then under construction
     shall have been completed prior to the commencement of such construction;
     provided, regarding any portion of the Improvements to be constructed
     later, the Plans and Specifications may not be completed at such time. Upon
     completion of the Improvements for each Property in accordance with the
     applicable Plans and Specifications, such Improvements will be within any
     building restriction lines and will not encroach in any manner onto any
     adjoining land (except as permitted by express written easements, which
     have been approved by the Agent);

          (t) As of the Rent Commencement Date only, each Property shall be
     improved in accordance with the applicable Plans and Specifications in a
     good and workmanlike manner and shall be operational;

          (u) [Intentionally Omitted]

          (v) As of each Property Closing Date only, each Property has been
     acquired or ground leased pursuant to a Ground Lease at a price that is not
     in excess of fair market value or fair market rental value, as the case may
     be;

                                       22

<PAGE>

          (w) Each Credit Party has (i) initiated a review and assessment of all
     areas within its and each of its Subsidiaries' business and operations
     (including those affected by suppliers, vendors and customers of each
     Credit Party and the Subsidiaries of each Credit Party) that could be
     adversely affected by the Year 2000 Problem, (ii) developed a plan and
     timeline for addressing the Year 2000 Problem on a timely basis and (iii)
     to date, implemented that plan in accordance with that timetable. Based on
     the foregoing, each Credit Party believes that all computer applications
     (including those of suppliers, vendors and customers of each Credit Party
     and the Subsidiaries of each Credit Party) that are material to its or any
     of its Subsidiaries' business and operations are reasonably expected on a
     timely basis to be able to perform properly date-sensitive functions for
     all dates before and after January 1, 2000 (that is, be "Year 2000
     Compliant"), except to the extent that a failure to do so shall not have
     and could not reasonably be expected to have a Material Adverse Effect.

                              SECTION 6B. GUARANTY

     6B.1. Guaranty of Payment and Performance.

     Subject to Section 6B.7, each Guarantor hereby, jointly and severally,
unconditionally guarantees to each Financing Party the prompt payment and
performance of the Company Obligations in full when due (whether at stated
maturity, as a mandatory prepayment, by acceleration or otherwise) or when such
is otherwise to be performed; provided, notwithstanding the foregoing, the
obligations of the Guarantors under this Section 6B shall not constitute a
direct guaranty of the indebtedness of the Lessor evidenced by the Notes but
rather a guaranty of the Company Obligations arising under the Operative
Agreements. This Section 6B is a guaranty of payment and performance and not of
collection and is a continuing guaranty and shall apply to all Company
Obligations whenever arising. All rights granted to the Financing Parties under
this Section 6B shall be subject to the provisions of Section 8.2(h) and 8.6.

     6B.2. Obligations Unconditional.

     Each Guarantor agrees that the obligations of the Guarantors hereunder are
absolute and unconditional, irrespective of the value, genuineness, validity,
regularity or enforceability of any of the Operative Agreements, or any other
agreement or instrument referred to therein, or any substitution, release or
exchange of any other guarantee of or security for any of the Company
Obligations, and, to the fullest extent permitted by applicable law,
irrespective of any other circumstance whatsoever which might otherwise
constitute a legal or equitable discharge or defense of a surety, guarantor or
co-obligor, it being the intent of this Section 6B.2 that the obligations of the
Guarantors hereunder shall be absolute and unconditional under any and all
circumstances. Each Guarantor agrees that this Section 6B may be enforced by the
Financing Parties without the necessity at any time of resorting to or
exhausting any other security or collateral and without the necessity at any
time of having recourse to the Notes, the Certificates or any other of the
Operative Agreements or any collateral, if any, hereafter securing the Company
Obligations or otherwise and each Guarantor hereby waives the right to require
the Financing Parties to proceed against the

                                       23

<PAGE>

Construction Agent, the Lessee or any other Person (including without limitation
a co-guarantor) or to require the Financing Parties to pursue any other remedy
or enforce any other right. Each Guarantor further agrees that it hereby waives
any and all right of subrogation, indemnity, reimbursement or contribution
against the Lessee and the Construction Agent or any other Guarantor of the
Company Obligations for amounts paid under this Section 6B until such time as
the Loans, Holder Advances, accrued but unpaid interest, accrued but unpaid
Holder Yield and all other amounts owing under the Operative Agreements have
been paid in full. Without limiting the generality of the waiver provisions of
this Section 6B, each Guarantor hereby waives any rights to require the
Financing Parties to proceed against the Construction Agent, the Lessee or any
co-guarantor or to require Lessor to pursue any other remedy or enforce any
other right, including without limitation, any and all rights under N.C. Gen.
Stat. (S) 26-7 through 26-9. Each Guarantor further agrees that nothing
contained herein shall prevent the Financing Parties from suing on any Operative
Agreement or foreclosing any security interest in or Lien on any collateral, if
any, securing the Company Obligations or from exercising any other rights
available to it under any Operative Agreement, or any other instrument of
security, if any, and the exercise of any of the aforesaid rights and the
completion of any foreclosure proceedings shall not constitute a discharge of
any Guarantor's obligations hereunder; it being the purpose and intent of each
Guarantor that its obligations hereunder shall be absolute, independent and
unconditional under any and all circumstances; provided that any amounts due
under this Section 6B which are paid to or for the benefit of any Financing
Party shall reduce the Company Obligations by a corresponding amount (unless
required to be rescinded at a later date). Neither any Guarantor's obligations
under this Section 6B nor any remedy for the enforcement thereof shall be
impaired, modified, changed or released in any manner whatsoever by an
impairment, modification, change, release or limitation of the liability of the
Construction Agent or the Lessee or by reason of the bankruptcy or insolvency of
the Construction Agent or the Lessee. Each Guarantor waives any and all notice
of the creation, renewal, extension or accrual of any of the Company Obligations
and notice of or proof of reliance by any Financing Party upon this Section 6B
or acceptance of this Section 6B. The Company Obligations shall conclusively be
deemed to have been created, contracted or incurred, or renewed, extended,
amended or waived, in reliance upon this Section 6B. All dealings between the
Construction Agent, the Lessee and any of the Guarantors, on the one hand, and
the Financing Parties, on the other hand, likewise shall be conclusively
presumed to have been had or consummated in reliance upon this Section 6B.

     6B.3. Modifications.

     Each Guarantor agrees that (a) all or any part of the security now or
hereafter held for the Company Obligations, if any, may be exchanged,
compromised or surrendered from time to time; (b) no Financing Party shall have
any obligation to protect, perfect, secure or insure any such security
interests, liens or encumbrances now or hereafter held, if any, for the Company
Obligations or the properties subject thereto; (c) the time or place of payment
of the Company Obligations may be changed or extended, in whole or in part, to a
time certain or otherwise, and may be renewed or accelerated, in whole or in
part; (d) the Construction Agent, the Lessee and any other party liable for
payment under the Operative Agreements may be granted indulgences generally; (e)
any of the provisions of the Notes, the Certificates or any of the other
Operative Agreements may be modified, amended or waived; (f) any party
(including any co-guarantor) liable for the payment thereof may

                                       24

<PAGE>

be granted indulgences or be released; and (g) any deposit balance for the
credit of the Construction Agent, the Lessee or any other party liable for the
payment of the Company Obligations or liable upon any security therefor may be
released, in whole or in part, at, before or after the stated, extended or
accelerated maturity of the Company Obligations, all without notice to or
further assent by such Guarantor, which shall remain bound thereon,
notwithstanding any such exchange, compromise, surrender, extension, renewal,
acceleration, modification, indulgence or release.

     6B.4. Waiver of Rights.

     Each Guarantor expressly waives to the fullest extent permitted by
applicable law: (a) notice of acceptance of this Section 6B by any Financing
Party and of all extensions of credit or other Advances to the Construction
Agent and the Lessee by the Lenders pursuant to the terms of the Operative
Agreements; (b) presentment and demand for payment or performance of any of the
Company Obligations; (c) protest and notice of dishonor or of default with
respect to the Company Obligations or with respect to any security therefor; (d)
notice of any Financing Party obtaining, amending, substituting for, releasing,
waiving or modifying any security interest, lien or encumbrance, if any,
hereafter securing the Company Obligations, or any Financing Party's
subordinating, compromising, discharging or releasing such security interests,
liens or encumbrances, if any; and (e) all other notices to which such Guarantor
might otherwise be entitled. Notwithstanding anything to the contrary herein,
(i) each Guarantor's payments hereunder shall be due ten (10) Business Days
after written demand by the Agent for such payment (unless the Company
Obligations are automatically accelerated pursuant to the applicable provisions
of the Operative Agreements in which case the Guarantors' payments shall be
automatically due) and (ii) any modification of the Operative Agreements which
has the effect of increasing the Company Obligations shall not be enforceable
against a Guarantor unless such Guarantor executes the document evidencing such
modification or otherwise reaffirms its guaranty in writing in connection with
such modification.

     6B.5. Reinstatement.

     The obligations of the Guarantors under this Section 6B shall be
automatically reinstated if and to the extent that for any reason any payment by
or on behalf of any Person in respect of the Company Obligations is rescinded or
must be otherwise restored by any holder of any of the Company Obligations,
whether as a result of any proceedings in bankruptcy or reorganization or
otherwise, and each Guarantor agrees that it will indemnify each Financing Party
on demand for all reasonable costs and expenses (including, without limitation,
reasonable fees of counsel) incurred by any Financing Party in connection with
such rescission or restoration, including without limitation any such costs and
expenses incurred in defending against any claim alleging that such payment
constituted a preference, fraudulent transfer or similar payment under any
bankruptcy, insolvency or similar law.

     6B.6. Remedies.

     The Guarantors agree that, as between the Guarantors, on the one hand, and
each Financing Party, on the other hand, the Company Obligations may be declared
to be forthwith due and payable

                                       25

<PAGE>

as provided in the applicable provisions of the Operative Agreements (and shall
be deemed to have become automatically due and payable in the circumstances
provided therein) notwithstanding any stay, injunction or other prohibition
preventing such declaration (or preventing such Company Obligations from
becoming automatically due and payable) as against any other Person and that, in
the event of such declaration (or such Company Obligations being deemed to have
become automatically due and payable), such Company Obligations (whether or not
due and payable by any other Person) shall forthwith become due and payable by
the Guarantors in accordance with the applicable provisions of the Operative
Agreements.

     6B.7. Limitation of Guaranty.

     Notwithstanding any provision to the contrary contained herein or in any of
the other Operative Agreements, to the extent the obligations of any Guarantor
shall be adjudicated to be invalid or unenforceable for any reason (including
without limitation because of any applicable state or federal law relating to
fraudulent conveyances or transfers) then the obligations of such Guarantor
hereunder shall be limited to the maximum amount that is permissible under
applicable law (whether federal or state and including without limitation the
Bankruptcy Code).

     Subject to Section 6B.5, upon the satisfaction of the Company Obligations
in full, regardless of the source of payment, the Guarantors' obligations
hereunder shall be deemed satisfied, discharged and terminated other than
indemnifications set forth herein that expressly survive.

     6B.8. Payment of Amounts to the Agent.

     Each Financing Party hereby instructs each Guarantor, and each Guarantor
hereby acknowledges and agrees, that until such time as the Loans and the Holder
Advances are paid in full and the Liens evidenced by the Security Agreement and
the Mortgage Instruments have been released any and all Rent (excluding Excepted
Payments which shall be payable to each Holder or other Person as appropriate)
and any and all other amounts of any kind or type under any of the Operative
Agreements due and owing or payable to any Person shall instead be paid directly
to the Agent (excluding Excepted Payments which shall be payable to each Holder
or other Person as appropriate) or as the Agent may direct from time to time for
allocation and distribution in accordance with the procedures set forth in
Section 8.7 hereof.

     6B.9. Release of Guarantors.

     Each Financing Party hereby agrees that (a) the Agent shall be permitted to
release any Guarantor from its guaranty obligations under this Section 6B
without the consent of any other Financing Party if the release is granted in
connection with a disposition by the applicable Credit Party of all the shares
of stock or partnership or other equity interest in such Guarantor and such
disposition is permitted pursuant to the applicable provisions of the Operative
Agreements and (b) the Agent shall be permitted to release any Guarantor from
its guaranty obligations under this Section 6B.9 without the consent of any
other Financing Party if the release is requested by the Lessee in connection
with a dissolution of the Guarantor, subject to the Lessee providing to the

                                       26

<PAGE>

Agent written representations to the effect that such Guarantor has no business
operations and no assets.

                    SECTION 7. PAYMENT OF CERTAIN EXPENSES.

     7.1. Transaction Expenses.

          (a) The Lessor agrees on the Initial Closing Date, to pay, or cause to
     be paid, all Transaction Expenses arising from the Initial Closing Date,
     including without limitation all reasonable fees, expenses and
     disbursements of the various legal counsels for the Lessor and the Agent in
     connection with the transactions contemplated by the Operative Agreements
     and incurred in connection with such Initial Closing Date, the initial fees
     and expenses of the Owner Trustee due and payable on such Initial Closing
     Date, all fees, taxes and expenses for the recording, registration and
     filing of documents and all other reasonable fees, expenses and
     disbursements incurred in connection with such Initial Closing Date;
     provided, however, the Lessor shall pay such amounts described in this
     Section 7.1(a) only if funds are made available by the Lenders and the
     Holders in an amount sufficient to allow such payment. On the Initial
     Closing Date after satisfaction of the other conditions precedent for such
     date (excluding the requirement that a Requisition be delivered), the
     Holders shall make Holder Advances and the Lenders shall make Loans to the
     Lessor to pay for the Transaction Expenses, fees, expenses and other
     disbursements referenced in this Section 7.1(a).

          (b) Assuming no Default or Event of Default shall have occurred and be
     continuing and only for the period prior to the Rent Commencement Date, the
     Lessor agrees on each Property Closing Date, on the date of any
     Construction Advance and on the Completion Date to pay, or cause to be
     paid, all Transaction Expenses including without limitation all reasonable
     fees, expenses and disbursements of the various legal counsels for the
     Lessor and the Agent in connection with the transactions contemplated by
     the Operative Agreements and billed in connection with such Advance or such
     Completion Date, all amounts described in Section 7.1(a) of this Agreement
     which have not been previously paid, the annual fees and reasonable
     out-of-pocket expenses of the Owner Trustee, all fees, expenses and
     disbursements incurred with respect to the various items referenced in
     Sections 5.3, 5.4 and/or 5.5 (including without limitation any premiums for
     title insurance policies and charges for any updates to such policies) and
     all other reasonable fees, expenses and disbursements in connection with
     such Advance or such Completion Date including without limitation all
     expenses relating to and all fees, taxes and expenses for the recording,
     registration and filing of documents and during the Commitment Period, all
     fees, expenses and costs referenced in Sections 7.3(a), 7.3(b), 7.3(d) and
     7.4; provided, however, the Lessor shall pay such amounts described in this
     Section 7.1(b) only if funds are made available by the Lenders and the
     Holders in an amount sufficient to allow such payment. On each Property
     Closing Date, on the date of any Construction Advance or any Completion
     Date, after satisfaction of the conditions precedent for such date
     (excluding the requirement that a Requisition be delivered), the

                                       27

<PAGE>

     Holders shall make a Holder Advance and the Lenders shall make Loans to the
     Lessor to pay for the Transaction Expenses, fees, expenses and other
     disbursements referenced in this Section 7.1(b).

          (c) All fees payable pursuant to the Operative Agreements shall be
     calculated on the basis of a year of three hundred sixty (360) days for the
     actual days elapsed.

     7.2. Brokers' Fees.

     The Lessee agrees to pay or cause to be paid any and all brokers' fees, if
any, including without limitation any interest and penalties thereon, which are
payable in connection with the transactions contemplated by this Agreement and
the other Operative Agreements.

     7.3. Certain Fees and Expenses.

     The Lessee agrees to pay or cause to be paid (a) the initial Owner
Trustee's fee of $5,000, the annual Owner Trustee's fee of $5,000 and all
reasonable expenses of the Owner Trustee and any co-trustees (including without
limitation reasonable counsel fees and expenses) or any successor owner trustee
and/or co-trustee, for acting as the owner trustee under the Trust Agreement,
(b) all reasonable costs and expenses incurred by the Credit Parties, the Agent,
the Lenders, the Holders or the Lessor in entering into any Lease Supplement and
any future amendments, modifications, supplements, restatements and/or
replacements with respect to any of the Operative Agreements, whether or not
such Lease Supplement, amendments, modifications, supplements, restatements
and/or replacements are ultimately entered into, or giving or withholding of
waivers of consents hereto or thereto, which have been requested by any Credit
Party, the Agent, the Lenders, the Holders or the Lessor, (c) all reasonable
costs and expenses incurred by the Credit Parties, the Agent, the Lenders, the
Holders or the Lessor in connection with any exercise of remedies under any
Operative Agreement or any purchase of any Property by the Construction Agent,
the Lessee or any third party and (d) all reasonable costs and expenses incurred
by the Credit Parties, the Agent, the Lenders, the Holders or the Lessor in
connection with any transfer or conveyance of any Property, whether or not such
transfer or conveyance is ultimately accomplished.

     7.4. Facility Fee.

     During the Term, the Lessee shall pay to the Agent for the account of (a)
the Lenders, respectively, a facility fee (the "Lender Facility Fee") equal to
the product of $29,100,000 (or such greater amount to the extent the Lender
Commitment is hereinafter increased) multiplied by the Applicable Percentage and
(b) the Holders, respectively, a facility fee (the "Holder Facility Fee") equal
to the product of $900,000 (or such greater amount to the extent the Holder
Commitment is hereinafter increased) multiplied by the applicable percentage.
The Lender Facility Fee shall be ratably distributed to each Lender based upon
the Lender Commitment of each Lender. The Holder Facility Fee shall be ratably
distributed to each Holder based upon the Holder Commitment of each Holder. Such
Facility Fees shall be payable quarterly in arrears on each Facility Fee Payment
Date. If all or a portion of any such Facility Fee shall not be paid

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<PAGE>

when due, such overdue amount shall bear interest, payable by the Lessee on
demand, at a rate per annum equal to the ABR (or in the case of Holder Yield,
the ABR plus the Applicable Percentage for Eurodollar Holder Advances) plus two
percent (2%) from the date of such non-payment until such amount is paid in full
(as well as before judgment). Notwithstanding the foregoing, the Lessee may
cause the Lessor to fund all such Facility Fees during the Commitment Period to
the extent the applicable conditions precedent are satisfied under the Operative
Agreements.

     7.5. [Intentionally Omitted]

     7.6. Structuring Fee.

     Pursuant to the fee letter dated August 24, 1998 from NationsBanc
Montgomery Securities LLC and NationsBank, N.A. to Mr. Robert P. Komin, Jr.,
Vice President Finance and Treasurer of Convergys (and accepted by him on behalf
of Convergys), the Lessee agreed to pay various fees including without
limitation a structuring and arranging fee in accordance with the terms of such
fee letter; provided, however, to the extent the accountants for the Lessee
subsequently state in writing that the structure of the transaction evidenced by
the Operative Agreements will not provide the Lessee with off-balance sheet
financing, then such structuring and arranging fee will be limited to $50,000
plus any other expenses incurred to such date. Notwithstanding the foregoing,
the Lessee may cause the Lessor to fund all such fees referenced in such fee
letter during the Commitment Period to the extent the applicable conditions
precedent are satisfied under the Operative Agreements.

                   SECTION 8. OTHER COVENANTS AND AGREEMENTS.

     8.1. Cooperation with the Construction Agent or the Lessee.

     The Holders, the Lenders, the Lessor (at the direction of the Majority
Secured Parties) and the Agent shall, at the expense of and to the extent
reasonably requested by the Construction Agent or the Lessee (but without
assuming additional liabilities on account thereof and only to the extent such
is acceptable to the Holders, the Lenders, the Lessor (at the direction of the
Majority Secured Parties) and the Agent in their reasonable discretion),
cooperate with the Construction Agent or the Lessee in connection with the
Construction Agent or the Lessee satisfying its covenant obligations contained
in the Operative Agreements including without limitation at any time and from
time to time, promptly and duly executing and delivering any and all such
further instruments, documents and financing statements (and continuation
statements related thereto).

     8.2. Covenants of the Owner Trustee and the Holders.

     Each of the Owner Trustee and the Holders hereby agree among themselves and
for the benefit of all other parties to this Agreement that so long as this
Agreement is in effect:

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<PAGE>

          (a) Neither the Owner Trustee (in its trust capacity or in its
     individual capacity) nor any Holder will create or permit to exist at any
     time, and each of them 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 attributable to it;
     provided, however, that the Owner Trustee and the Holders shall not be
     required to so discharge any such Lessor Lien while the same is being
     contested in good faith by appropriate proceedings diligently prosecuted so
     long as such proceedings shall not materially and adversely affect the
     rights of the Lessee under the Lease and the other Operative Agreements or
     involve any material danger of impairment of the Liens of the Security
     Documents or of the sale, forfeiture or loss of, and shall not interfere
     with the use or disposition of, any Property or title thereto or any
     interest therein or the payment of Rent;

          (b) Without prejudice to any right under the Trust Agreement of the
     Owner Trustee to resign (subject to the requirement set forth in the Trust
     Agreement that such resignation shall not be effective until a successor
     shall have agreed to accept such appointment), or the Holders' rights under
     the Trust Agreement to remove the institution acting as the Owner Trustee
     (after consent to such removal by the Agent as provided in the Trust
     Agreement), each of the Owner Trustee and the Holders hereby agrees with
     the Lessee and the Agent (i) not to terminate or revoke the trust created
     by the Trust Agreement except as permitted by Article VIII of the Trust
     Agreement, (ii) not to amend, supplement, terminate or revoke or otherwise
     modify any provision of the Trust Agreement in such a manner as to
     adversely affect the rights of any such party without the prior written
     consent of such party and (iii) to comply with all of the terms of the
     Trust Agreement, the nonperformance of which would adversely affect such
     party;

          (c) The Owner Trustee or any successor may resign or be removed by the
     Holders as the Owner Trustee, a successor Owner Trustee may be appointed
     and a corporation may become the Owner Trustee under the Trust Agreement,
     only in accordance with the provisions of Article IX of the Trust Agreement
     and, with respect to such appointment, with the consent of the Lessee (so
     long as there shall be no Lease Event of Default that shall have occurred
     and be continuing), which consent shall not be unreasonably withheld or
     delayed;

          (d) The Owner Trustee, in its capacity as the Owner Trustee under the
     Trust Agreement, and not in its individual capacity, shall not contract
     for, create, incur or assume any Debt, or enter into any business or other
     activity or enter into any contracts or agreements, other than pursuant to
     or under the Operative Agreements;

          (e) The Holders will not instruct the Owner Trustee to take any action
     in violation of the terms of any Operative Agreement;

          (f) Neither any Holder nor the Owner Trustee shall (i) commence any
     case, proceeding or other action with respect to the Owner Trustee under
     any existing or future law of any jurisdiction, domestic or foreign,
     relating to bankruptcy, insolvency,

                                       30

<PAGE>

     reorganization, arrangement, winding-up, liquidation, dissolution,
     composition or other relief with respect to it or its debts, or (ii) seek
     appointment of a receiver, trustee, custodian or other similar official
     with respect to the Owner Trustee or for all or any substantial benefit of
     the creditors of the Owner Trustee; and neither any Holder nor the Owner
     Trustee shall take any action in furtherance of, or indicating its consent
     to, approval of, or acquiescence in, any of the acts set forth in this
     paragraph;

          (g) The Owner Trustee shall give prompt notice to the Lessee, the
     Holders and the Agent if the Owner Trustee's principal place of business or
     chief executive office, or the office where the records concerning the
     accounts or contract rights relating to any Property are kept, shall cease
     to be located at 79 South Main Street, Salt Lake City, Utah 84111, or if it
     shall change its name;

          (h) The Owner Trustee shall take or refrain from taking such actions
     and grant or refrain from granting such approvals with respect to the
     Operative Agreements and/or relating to any Property in each case as
     directed in writing by the Agent (until such time as the Loans are paid in
     full, and then by the Majority Holders) or, in connection with Sections 8.5
     and 9.2 hereof, the Lessee;

          (i) The Holders shall continue to fund the Holder Advances in
     accordance with the terms and conditions of the Operative Agreements
     notwithstanding any Event of Default concerning the Borrower so long as the
     Credit Parties are otherwise in full compliance with their respective
     obligations pursuant to the Operative Agreements and no Default under the
     Lease, Default under the Agency Agreement, Lease Event of Default or Agency
     Agreement Event of Default shall have occurred and be continuing; and

          (j) The Lessee shall have the right to approve any transfer by the
     Owner Trustee of any portion of the Owner Trustee's interest in and to the
     Properties except for any such transfer which is expressly provided for
     pursuant to the Operative Agreements and only so long as the Credit Parties
     are otherwise in full compliance with their respective obligations pursuant
     to the Operative Agreements and no Default under the Lease, Default under
     the Agency Agreement, Lease Event of Default or Agency Agreement Event of
     Default shall have occurred and be continuing.

     8.2A Covenants of the Lenders.

          The Lenders shall continue to fund the Loans in accordance with the
     terms and conditions of the Operative Agreements notwithstanding any Event
     of Default concerning the Borrower so long as the Credit Parties are
     otherwise in full compliance with their respective obligations pursuant to
     the Operative Agreements and no Default under the Lease, Default under the
     Agency Agreement, Lease Event of Default or Agency Agreement Event of
     Default shall have occurred and be continuing.

                                       31

<PAGE>

     8.3. Credit Party Covenants, Consent and Acknowledgment.

          (a) Each Credit Party acknowledges and agrees that the Owner Trustee,
     pursuant to the terms and conditions of the Security Agreement and the
     Mortgage Instruments, shall create Liens respecting the various personal
     property, fixtures and real property described therein in favor of the
     Agent. Each Credit Party hereby irrevocably consents to the creation,
     perfection and maintenance of such Liens. Each Credit Party shall, to the
     extent reasonably requested by any of the other parties hereto, cooperate
     with the other parties in connection with their covenants herein or in the
     other Operative Agreements and shall from time to time duly execute and
     deliver any and all such future instruments, documents and financing
     statements (and continuation statements related thereto) as any other party
     hereto may reasonably request.

          (b) The Lessor hereby instructs each Credit Party, and each Credit
     Party hereby acknowledges and agrees, that until such time as the Loans and
     the Holder Advances are paid in full and the Liens evidenced by the
     Security Agreement and the Mortgage Instruments have been released (i) any
     and all Rent (excluding Excepted Payments which shall be payable to each
     Holder or other Person as appropriate) and any and all other amounts of any
     kind or type under any of the Operative Agreements due and owing or payable
     to any Person shall instead be paid directly to the Agent (excluding
     Excepted Payments which shall be payable to each Holder or other Person as
     appropriate) or as the Agent may direct from time to time for allocation
     and distribution in accordance with the procedures set forth in Section 8.7
     hereof, (ii) all rights of the Lessor under the Lease shall be exercised by
     the Agent and (iii) each Credit Party shall cause all notices,
     certificates, financial statements, communications and other information
     which are delivered, or are required to be delivered, to the Lessor, to
     also to be delivered at the same time to the Agent.

          (c) No Credit Party shall consent to or permit any amendment,
     supplement or other modification of the terms or provisions of any
     Operative Agreement except in accordance with Section 12.4 of this
     Agreement.

          (d) Each Credit Party hereby covenants and agrees that, except for
     amounts payable as Basic Rent, any and all payment obligations owing from
     time to time under the Operative Agreements by any Person to the Agent, any
     Lender, any Holder or any other Person shall (without further action) be
     deemed to be Supplemental Rent obligations payable by the Lessee and
     guaranteed by the other Credit Parties. Without limitation, such
     obligations of the Credit Parties shall include without limitation
     arrangement fees, structuring fees, administrative fees, unused fees,
     facility fees, breakage costs, indemnities, trustee fees and transaction
     expenses incurred by the parties hereto in connection with the transactions
     contemplated by the Operative Agreements.

          (e) The Lessee hereby covenants and agrees to cause an Appraisal or
     reappraisal (in form and substance satisfactory to the Agent and from an
     appraiser selected by the Agent) to be issued respecting any Property as
     requested by the Agent

                                       32

<PAGE>

     from time to time (i) at each and every time as such shall be required to
     satisfy any regulatory requirements imposed on the Agent, the Lessor, the
     Trust Company, any Lender and/or any Holder and (ii) after the occurrence
     of an Event of Default.

          (f) The Lessee hereby covenants and agrees that, except for amounts
     payable as Basic Rent, any and all payment obligations owing from time to
     time under the Operative Agreements by any Person to the Agent, any Lender,
     any Holder or any other Person shall (without further action) be deemed to
     be Supplemental Rent obligations payable by the Lessee. Without limitation,
     such obligations of the Lessee shall include the Supplement Rent
     obligations pursuant to Section 3.3 of the Lease, arrangement fees,
     structuring fees, administrative fees, participation fees, commitment fees,
     unused fees, facility fees, prepayment penalties, breakage costs,
     indemnities, trustee fees and transaction expenses incurred by the parties
     hereto in connection with the transactions contemplated by the Operative
     Agreements.

          (g) At any time the Lessor or the Agent is entitled under the
     Operative Agreements to possession of a Property or any component thereof,
     each of the Construction Agent and the Lessee hereby covenants and agrees,
     at its own cost and expense, to assemble and make the same available to the
     Agent (on behalf of the Lessor).

          (h) The Lessee hereby covenants and agrees that, respecting each
     Property, Non-Integral Equipment financed under the Operative Agreements
     may constitute up to, but shall not exceed, twenty-five percent (25%) of
     the aggregate Advances extended at or prior to such time with respect to
     such Property.

          (i) The Lessee hereby covenants and agrees that as of Completion each
     parcel of the Property shall be a Permitted Facility.

          (j) The Lessee hereby covenants and agrees that it shall give prompt
     notice to the Agent if the Lessee's principal place of business or chief
     executive office, or the office where the records concerning the accounts
     or contract rights relating to any Property are kept, shall cease to be
     located at 201 East Fourth Street, 102-1900, Cincinnati, Hamilton County,
     Ohio 45201-2301, or if it shall change its name.

          (k) Unless the Agent otherwise agrees in writing, the Lessee hereby
     covenants and agrees that the aggregate Property Cost of Non-Integral
     Equipment purchased for any reason by the Lessee prior to the Expiration
     Date shall not exceed twenty-five percent (25%) of the aggregate Property
     Cost for all Properties funded during the Commitment Period.

          (l) The Lessee shall furnish or cause to be furnished to the Agent at
     its address set forth or referenced in Section 12.2 of this Agreement, or
     such other office as may be designated by the Agent from time to time at
     each time financial statements are delivered (if earlier than the date
     required for such delivery pursuant to Section 8.3(u)) or are to be
     delivered pursuant to Section 8.3(u), a compliance certificate duly
     executed by

                                       33

<PAGE>

     the president, treasurer, chief financial offer or controller of Convergys
     substantially in the form of Exhibit M attached hereto (the "Officer's
     Compliance Certificate").

          (m) The Lessee hereby covenants and agrees that the rights of the
     Lessee under this Agreement and the Lease shall not impair or in any way
     diminish the obligations of the Construction Agent and/or the rights of the
     Lessor under the Agency Agreement.

          (n) [Intentionally Omitted]

          (o) Each Credit Party shall promptly notify the Agent, or cause the
     Agent to be promptly notified, upon such Credit Party gaining knowledge of
     the occurrence of any Default or Event of Default which is continuing at
     such time. In any event, such notice shall be provided to the Agent within
     ten (10) days of when such Credit Party gains such knowledge.

          (p) Until all of the obligations under the Operative Agreements have
     been finally and indefeasibly paid and satisfied in full and the
     Commitments and the Holder Commitments terminated unless consent has been
     obtained from the Majority Secured Parties and except for the merger of one
     or more Guarantors into the Lessee with the Lessee being the surviving
     entity, each Credit Party will:

               (i) preserve and maintain its separate legal existence and all
          rights, franchises, licenses and privileges necessary to the conduct
          of its business, and qualify and remain qualified as a foreign
          corporation (or partnership, limited liability company or other such
          similar entity, as the case may be) and authorized to do business in
          each jurisdiction in which the failure to do so qualify would have a
          Material Adverse Effect;

               (ii) pay and perform all obligations of the Credit Parties under
          the Operative Agreements and pay and perform (A) all taxes,
          assessments and other governmental charges that may be levied or
          assessed upon it or any of its property, and (B) all other
          indebtedness, obligations and liabilities in accordance with customary
          trade practices, which if not paid would have a Material Adverse
          Effect; provided that any Credit Party may contest any item described
          in this Section 8.3(p)(ii) in good faith so long as adequate reserves
          are maintained with respect thereto in accordance with GAAP;

               (iii) to the extent failure to do so would have a Material
          Adverse Effect, observe and remain in compliance with all applicable
          Laws and maintain in full force and effect all Governmental Actions,
          in each case applicable to the conduct of its business; keep in full
          force and effect all licenses, certifications or accreditations
          necessary for any Facility to carry on its business; and not permit
          the termination of any insurance reimbursement program available to
          any Facility; and

                                       34

<PAGE>

               (iv) provided that the Agent, the Lenders and the Holders use
          reasonable efforts to minimize disruption to the business of the
          Credit Parties permit representatives of the Agent or any Lender or
          Holder, from time to time, to visit and inspect its properties;
          inspect, audit and make extracts from its books, records and files,
          including without limitation management letters prepared by
          independent accountants; and discuss with its principal officers, and
          its independent accountants, its business, assets, liabilities,
          financial condition, results of operations and business prospects.

          (q) Lessee shall perform any and all obligations of Lessor under, and
     cause Lessor to otherwise remain in full compliance with, the terms and
     provisions of each Ground Lease, if any.

          (r) Promptly after obtaining any required architectural approvals by
     any business park or any other applicable entity with oversight
     responsibility for the applicable Improvements, the Construction Agent
     shall deliver to the Agent copies of the same.

          (s) Each Credit Party will promptly notify the Agent in the event such
     Credit Party discovers or determines that any computer application
     (including those of any supplier, vendor or customer of such Credit Party
     or any Subsidiary of such Credit Party) that is material to such Credit
     Party's or any of its Subsidiaries' business and operations will not be
     Year 2000 Compliant, except to the extent that such failure shall not have
     and could not reasonably be expected to have a Material Adverse Effect.

          (t) The Lessee shall cause the Lenders and the Holders to share pari
     passu in any and all collateral securing any senior Debt of any Credit
     Party.

          (u) (i) The Lessee covenants and agrees to furnish, or cause to be
     furnished, to the Agent:

               (A) As soon as available, but in any event within ninety (90)
          days after the end of each fiscal year, audited consolidated and
          company-prepared consolidating balance sheets of the Lessee and its
          Subsidiaries and related statements, audited consolidated and
          company-prepared consolidating statements of income, retained earnings
          and cash flows, audited by PricewaterhouseCoopers, L.L.P. or other
          independent public accounting firm reasonably acceptable to the Agent,
          setting forth comparative information for the previous year, and
          reported without a "going concern" or like qualification or exception,
          or qualification indicating limitation of the scope of the audit; and

               (B) As soon as available, and in any event within forty-five (45)
          days after the end of each fiscal quarter, a company-prepared
          consolidated and consolidating balance sheet of the Lessee and its
          Subsidiaries and related company-prepared consolidated and
          consolidating statements of income, retained

                                       35

<PAGE>

          earnings and cash flows for the quarter and for the portion of the
          year with comparative information for the corresponding periods for
          the previous year.

          All such financial statements to be complete and correct in all
     material respects (subject, in the case of interim statements, to normal
     recurring year-end audit adjustments) and to be prepared in reasonable
     detail and in accordance with GAAP throughout the periods reflected therein
     (except as approved by such accountants and disclosed therein) and further
     accompanied by a description of, and an estimation of the effect on the
     financial statements on account of, a change in the application of
     accounting principles from a prior period.

               (C) Promptly upon request, such additional financial and other
          information as the Agent may reasonably request from time to time.

          (ii) The Lessee covenants and agrees to furnish, or cause to be
     furnished, to the Agent:

               (A) [Intentionally Omitted]

               (B) Copies of reports and information which the Lessee or its
          Subsidiaries sends to its stockholders or files with the Securities
          and Exchange Commission, and any other financial or other information
          as the Agent may reasonably request.

               (C) Promptly, upon becoming aware thereof, notice of the
          occurrence of an Event of Default.

          (v) Consolidated Net Worth shall not at any time be less than the sum
     of (i) $405,000,000 plus (ii) at the end of each fiscal quarter of the
     Lessee beginning with such fiscal quarter ending September 30, 1998 fifty
     percent (50%) of Consolidated Net Income for the fiscal quarter of the
     Lessee than ended (such Consolidated Net Income in no event to be less than
     zero), such increases to be cumulative plus (iii) one hundred percent
     (100%) of the net proceeds of equity issuances by any Credit Party from and
     after June 30, 1998.

          (w) As of the last day of each fiscal quarter of the Lessee, the
     Consolidated Interest Coverage Ratio shall be greater than 3.00 to 1.00.

          (x) As of the last day of each fiscal quarter of the Lessee, the
     Consolidated Leverage Ratio shall be not greater than 3.00 to 1.00.

     8.4. Sharing of Certain Payments.

     Except for Excepted Payments, the parties hereto acknowledge and agree that
all payments due and owing by any Credit Party to the Lessor under the Lease or
any of the other

                                       36

<PAGE>

Operative Agreements shall be made by such Credit Party directly to the Agent as
more particularly provided in Section 8.3 hereof. The Lessor, the Holders, the
Agent, the Lenders and the Credit Parties acknowledge the terms of Section 8.7
of this Agreement regarding the allocation of payments and other amounts made or
received from time to time under the Operative Agreements and agree, that all
such payments and amounts are to be allocated as provided in Section 8.7 of this
Agreement.

     8.5. Grant of Easements, etc.

     The Agent, the Lenders and the Holders hereby agree that, so long as no
Event of Default shall have occurred and be continuing, the Owner Trustee shall,
from time to time at the request of the Lessee (and with the prior consent of
the Agent), in connection with the transactions contemplated by the Agency
Agreement, the Lease or the other Operative Agreements, (i) grant easements,
rights-of-way, licenses or other instruments providing for gas, electric,
telephone, telecommunications or other media or other similar purposes servicing
any Property or any adjacent property and other rights in the nature of the
foregoing with respect to any Property, (ii) release existing easements,
rights-of-way, licenses or other instruments providing for gas, electric,
telephone, telecommunications or other media or other similar purposes servicing
any Property or any adjacent property or other rights in the nature of the
foregoing which are for the benefit of any Property, (iii) execute and deliver
to any Person any instrument appropriate to confirm or effect such grants or
releases, and (iv) execute and deliver to any Person such other documents or
materials in connection with the acquisition, development, construction, testing
or operation of any Property, including without limitation reciprocal easement
agreements, construction contracts, operating agreements, development
agreements, plats, replats or subdivision documents; provided, that each of the
agreements referred to in this Section 8.5 shall be of the type normally
executed by the Lessee in the ordinary course of the Lessee's business and shall
be on commercially reasonable terms so as not to diminish the value of any
Property in any material respect.

     8.6. Appointment by the Agent, the Lenders, the Holders and the Owner
          Trustee.

     The Holders hereby appoint the Agent to act as collateral agent for the
Holders in connection with the Lien granted by the Security Documents to secure
the Holder Amount. The Lenders and the Holders acknowledge and agree and direct
that the rights and remedies of the beneficiaries of the Lien of the Security
Documents shall be exercised by the Agent on behalf of the Lenders and the
Holders as directed from time to time by the Majority Secured Parties or,
pursuant to Sections 8.2(h) and 12.4, all of the Lenders and the Holders, as the
case may be; provided, in all cases, the Agent shall allocate payments and other
amounts received in accordance with Section 8.7. The Agent is further appointed
to provide notices under the Operative Agreements on behalf of the Owner Trustee
(as determined by the Agent, in its reasonable discretion), to receive notices
under the Operative Agreements on behalf of the Owner Trustee and (subject to
Sections 8.5 and 9.2) to take such other action under the Operative Agreements
on behalf of the Owner Trustee as the Agent shall determine in its reasonable
discretion from time to time. The Agent hereby accepts such appointments. For
purposes hereof, the provisions of Section 7 of the Credit Agreement, together
with such other terms and

                                       37

<PAGE>

provisions of the Credit Agreement and the other Operative Agreements as
required for the full interpretation and operation of Section 7 of the Credit
Agreement are hereby incorporated by reference as if restated herein for the
mutual benefit of the Agent and each Holder as if each Holder were a Lender
thereunder. Outstanding Holder Advances and outstanding Loans shall each be
taken into account for purposes of determining Majority Secured Parties.
Further, the Agent shall be entitled to take such action on behalf of the Owner
Trustee as is delegated to the Agent under any Operative Agreement (whether
express or implied) as may be reasonably incidental thereto. The parties hereto
hereby agree to the provisions contained in this Section 8.6. Any appointment of
a successor agent under Section 7.9 of the Credit Agreement shall also be
effective as an appointment of a successor agent for purposes of this Section
8.6.

     8.7. Collection and Allocation of Payments and Other Amounts.

          (a) Each Credit Party agrees to pay to (i) the Agent any and all Rent
     (excluding Excepted Payments) and any and all other amounts of any kind or
     type under any of the Operative Agreements due and owing or payable to any
     Person and (ii) each Person as appropriate the Excepted Payments. Promptly
     after receipt, the Agent shall apply and allocate, in accordance with the
     terms of this Section 8.7, such amounts received from any Credit Party and
     all other payments, receipts and other consideration of any kind whatsoever
     received by the Agent pursuant to the Security Agreement or otherwise
     received by the Agent, the Holders or any of the Lenders in connection with
     the Collateral, the Security Documents or any of the other Operative
     Agreements.

          (b) Payments and other amounts received by the Agent from time to time
     in accordance with the terms of subparagraph (a) shall be applied and
     allocated as follows:

               (i) Any such payment or amount identified as or deemed to be
          Basic Rent shall be applied and allocated by the Agent first, ratably
          to the Lenders and the Holders for application and allocation to the
          payment of interest on the Loans and thereafter the principal of the
          Loans which is due and payable on such date and to the payment of
          accrued Holder Yield with respect to the Holder Advances and
          thereafter the portion of the Holder Advances which is due on such
          date; and second, if no Default or Event of Default is in effect, any
          excess shall be paid to such Person or Persons as the Lessee may
          designate; provided, that if a Default or Event of Default is in
          effect, such excess (if any) shall instead be held by the Agent until
          the earlier of (I) the first date thereafter on which no Default or
          Event of Default shall be in effect (in which case such payments or
          returns shall then be made to such other Person or Persons as the
          Lessee may designate) and (II) the Maturity Date or the Expiration
          Date, as the case may be (or, if earlier, the date of any
          Acceleration), in which case such amounts shall be applied and
          allocated in the manner contemplated by Section 8.7(b)(iv).

               (ii) If on any date the Agent or the Lessor shall receive any
          amount in respect of (A) any Casualty or Condemnation pursuant to
          Sections 15.1(a) or 15.1(g) of the Lease (excluding any payments in
          respect thereof which are payable

                                       38

<PAGE>

          to the Lessee in accordance with the Lease), or (B) the Termination
          Value in connection with the delivery of a Termination Notice pursuant
          to Article XVI of the Lease, or (C) the Termination Value in
          connection with the exercise of the Purchase Option under Section 20.1
          of the Lease or the exercise of the option of the Lessor to transfer
          the Properties to the Lessee pursuant to Section 20.3 of the Lease, or
          (D) any payment required to be made or elected to be made by the
          Construction Agent to the Lessor pursuant to the terms of the Agency
          Agreement, then in each case, the Lessor shall be required to pay such
          amount received (1) if no Acceleration has occurred, to prepay the
          principal balance of the Loans and the Holder Advances, on a pro rata
          basis, a portion of such amount to be distributed to the Lenders and
          the Holders or (2) if an Acceleration has occurred, to apply and
          allocate the proceeds respecting Sections 8.7(b)(ii)(A) through
          8.7(b)(ii)(D) in accordance with Section 8.7(b)(iii) hereof.

               (iii) Subject to Section 8.7(c), an amount equal to any payment
          identified as proceeds of the sale or other disposition (or lease upon
          the exercise of remedies) of the Properties or any portion thereof,
          whether pursuant to Article XXII of the Lease or the exercise of
          remedies under the Security Documents or otherwise, the execution of
          remedies set forth in the Lease and any payment in respect of excess
          wear and tear pursuant to Section 22.3 of the Lease (whether such
          payment relates to a period before or after the Construction Period
          Termination Date) shall be applied and allocated by the Agent first,
          ratably to the payment of the principal and interest of the Tranche B
          Loans then outstanding, second, ratably to the payment to the Holders
          of the outstanding principal balance of all Holder Advances plus all
          outstanding Holder Yield with respect to such outstanding Holder
          Advances, third, to the extent such amount exceeds the maximum amount
          to be returned pursuant to the foregoing provisions of this paragraph
          (iii), ratably to the payment of the principal and interest of the
          Tranche A Loans then outstanding, fourth, to any and all other amounts
          owing under the Operative Agreements to the Lenders under the Tranche
          B Loans, fifth, to any and all other amounts owing under the Operative
          Agreements to the Holders, sixth, to any and all other amounts owing
          under the Operative Agreements to the Lenders under the Tranche A
          Loans, and seventh, to the extent moneys remain after application and
          allocation pursuant to clauses first through sixth above, to the Owner
          Trustee for application and allocation to any and all other amounts
          owing to the Holders or the Owner Trustee and as the Holders shall
          determine; provided, where no Event of Default shall exist and be
          continuing and a prepayment is made for any reason with respect to
          less than the full amount of the outstanding principal amount of the
          Loans and the outstanding Holder Advances, the proceeds shall be
          applied and allocated ratably to the Lenders and to the Holders.

               (iv) Subject to Section 8.7(c), an amount equal to (A) any such
          payment identified as a payment pursuant to Section 22.1(b) of the
          Lease (or otherwise) of the Maximum Residual Guarantee Amount (and any
          such lesser amount as may be required by Section 22.1(b) of the Lease)
          in respect of the

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<PAGE>

          Properties and (B) any other amount payable upon any exercise of
          remedies after the occurrence of an Event of Default not covered by
          Sections 8.7(b)(i) or 8.7(b)(iii) above (including without limitation
          any amount received in connection with an Acceleration which does not
          represent proceeds from the sale or liquidation of the Properties) and
          (C) any other amount payable by any Guarantor pursuant to Section 6B
          shall be applied and allocated by the Agent first, ratably, to the
          payment of the principal and interest balance of Tranche A Loans then
          outstanding, second, ratably to the payment of the principal and
          interest balance of the Tranche B Loans then outstanding, third,
          ratably to the payment of the principal balance of all Holder Advances
          plus all outstanding Holder Yield with respect to such outstanding
          Holder Advances, fourth, to the payment of any other amounts owing to
          the Lenders hereunder or under any of the other Operative Agreement,
          and fifth, to the extent moneys remain after application and
          allocation pursuant to clauses first through fourth above, to the
          Owner Trustee for application and allocation to Holder Advances and
          Holder Yield and any other amounts owing to the Holders or the Owner
          Trustee as the Holders shall determine.

               (v) An amount equal to any such payment identified as
          Supplemental Rent shall be applied and allocated by the Agent to the
          payment of any amounts then owing to the Agent, the Lenders, the
          Holders and the other parties to the Operative Agreements (or any of
          them) (other than any such amounts payable pursuant to the preceding
          provisions of this Section 8.7(b)) as shall be determined by the Agent
          in its reasonable discretion; provided, however, that Supplemental
          Rent received upon the exercise of remedies after the occurrence and
          continuance of an Event of Default in lieu of or in substitution of
          the Maximum Residual Guarantee Amount or as a partial payment thereon
          shall be applied and allocated as set forth in Section 8.7(b)(iv).

               (vi) The Agent in its reasonable judgment shall identify the
          nature of each payment or amount received by the Agent and apply and
          allocate each such amount in the manner specified above.

          (c) Upon the termination of the Commitments and the payment in full of
     the Loans and all other amounts owing by the Owner Trustee hereunder or
     under any Credit Document and the payment in full of all amounts owing to
     the Holders and the Owner Trustee under the Trust Agreement, any moneys
     remaining with the Agent shall be returned to the Owner Trustee or such
     other Person or Persons as the Holders may designate for application and
     allocation to any and all other amounts owing to the Holders or the Owner
     Trustee and as the Holders shall determine. In the event of an Acceleration
     it is agreed that, prior to the application and allocation of amounts
     received by the Agent in the order described in Section 8.7(b) above, any
     such amounts shall first be applied and allocated to the payment of (i) any
     and all sums advanced by the Agent in order to preserve the Collateral or
     to preserve its Lien thereon, (ii) the expenses of retaking, holding,
     preparing for sale or lease, selling or otherwise disposing or realizing on
     the

                                       40

<PAGE>

     Collateral, or of any exercise by the Agent of its rights under the
     Security Documents, together with reasonable attorneys' fees and expenses
     and court costs and (iii) any and all other amounts reasonably owed to the
     Agent under or in connection with the transactions contemplated by the
     Operative Agreements (including without limitation any accrued and unpaid
     administration fees).

     8.8. Release of Properties, etc.

     If the Lessee shall at any time purchase any Property pursuant to the
Lease, or the Construction Agent shall purchase any Property pursuant to the
Agency Agreement, or if any Property shall be sold in accordance with Article
XXII of the Lease, then, upon satisfaction by the Owner Trustee of its
obligation to prepay the Loans, Holder Advances and all other amounts owing to
the Lenders and the Holders under the Operative Agreements, the Agent is hereby
authorized and directed to release such Properties from the Liens created by the
Security Documents to the extent of its interest therein. In addition, upon the
termination of the Commitments and the Holder Commitments and the payment in
full of the Loans, the Holder Advances and all other amounts owing by the Owner
Trustee and the Lessee hereunder or under any other Operative Agreement the
Agent is hereby authorized and directed to release all of the Properties from
the Liens created by the Security Documents to the extent of its interest
therein. Upon request of the Owner Trustee following any such release, the Agent
shall, at the sole cost and expense of the Lessee, execute and deliver to the
Owner Trustee and the Lessee such documents as the Owner Trustee or the Lessee
shall reasonably request to evidence such release.

     8.9. Release of Undeveloped Land from the Ground Lease.

     The Lessee shall have the option, exercisable by giving the Owner Trustee
no less than thirty (30) days written notice, of the Lessee's election to remove
and release a parcel of undeveloped land from the Ground Lease on the following
terms and conditions: (a) no Lease Default or Lease Event of Default shall have
occurred and be continuing as of the date of such notice or the date such parcel
is to be removed and released from the Ground Lease, (b) the applicable
Property, excluding such parcel which is to be removed and released from the
Ground Lease, shall continue to constitute an area with appropriate easement and
operating agreements such that the value and utility of such remaining Property
are not diminished, (c) the applicable Property, excluding such parcel which is
to be removed and released from the Ground Lease, shall (on and after the date
of such removal and release from the Ground Lease) satisfy all of the terms and
conditions of the Operative Agreements, (d) no portion of the Property financed
pursuant to the Operative Agreements shall be located on such parcel which is to
be removed and released from the Ground Lease and (e) all Rent due and payable
by the Lessee shall be paid on or prior to the date of such removal and release.

                                       41

<PAGE>

                SECTION 9. CREDIT AGREEMENT AND TRUST AGREEMENT.

     9.1. The Construction Agent's and the Lessee's Credit Agreement Rights.

     Notwithstanding anything to the contrary contained in the Credit Agreement,
the Agent, the Lenders, the Holders, the Construction Agent, the Credit Parties
and the Owner Trustee hereby agree that, prior to the occurrence and
continuation of any Default or Event of Default, the Construction Agent or the
Lessee, as the case may be, shall have the following rights:

          (a) the right to designate an account to which amounts funded under
     the Operative Agreements shall be credited pursuant to Section 2.3(a) of
     the Credit Agreement;

          (b) the right to terminate or reduce the Commitments pursuant to
     Section 2.5(a) of the Credit Agreement;

          (c) the right to exercise the conversion and continuation options
     pursuant to Section 2.7 of the Credit Agreement;

          (d) the right to receive any notice and any certificate, in each case
     issued pursuant to Section 2.11(a) of the Credit Agreement;

          (e) [Intentionally Omitted]

          (f) the right to approve any successor agent pursuant to Section 7.9
     of the Credit Agreement; and

          (g) the right to consent to any assignment by a Lender to which the
     Lessor has the right to consent pursuant to Section 9.8 of the Credit
     Agreement.

     9.2. The Construction Agent's and the Lessee's Trust Agreement Rights.

     Notwithstanding anything to the contrary contained in the Trust Agreement,
the Credit Parties, the Owner Trustee and the Holders hereby agree that, prior
to the occurrence and continuation of any Default or Event of Default, the
Construction Agent or the Lessee, as the case may be, shall have the following
rights:

          (a) the right to exercise the conversion and continuation options
     pursuant to Section 3.8 of the Trust Agreement;

          (b) the right to receive any notice and any certificate, in each case
     issued pursuant to Section 3.9(a) of the Trust Agreement;

          (c) [Intentionally Omitted]

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<PAGE>

          (d) the right to exercise the removal options contained in Section 3.9
     of the Trust Agreement; provided, however, that no removal of the Owner
     Trustee and appointment of a successor Owner Trustee pursuant to Section
     9.1 of the Trust Agreement shall be made without the prior written consent
     (not to be unreasonably withheld or delayed) of the Lessee;

          (e) the right to approve (such approval not to be unreasonably
     withheld or delayed) any substitute Owner Trustee.

                       SECTION 10. [Intentionally Omitted]

                          SECTION 11. INDEMNIFICATION.

     11.1. General Indemnity.

     Subject to and limited by in all respects the provisions of Sections 11.6
through 11.8 and whether or not any of the transactions contemplated hereby
shall be consummated, the Indemnity Provider hereby assumes liability for and
agrees to defend, indemnify and hold harmless each Indemnified Person on an
After Tax Basis from and against any Claims, which may be imposed on, incurred
by or asserted against an Indemnified Person by any third party, including
without limitation Claims arising from the negligence of an Indemnified Person
(but not to the extent such Claims arise from the (v) failure by an Indemnified
Person to comply with applicable state or federal banking Laws or other Laws,
(w) acts or omissions that occur after the Notes, Certificates and all other
amounts outstanding under or pursuant to the Operative Agreements have been paid
in full and the Lessee has either purchased the Properties in accordance with
the terms of the Operative Agreements or relinquished its interest in the
Properties in accordance with the terms of the Operative Agreements, (x) gross
negligence, (y) willful misconduct of such Indemnified Person itself, as
determined by a court of competent jurisdiction (as opposed to gross negligence
or willful misconduct imputed to such Indemnified Person) or (z) breach of such
Indemnified Person's obligations under this Agreement, the Lease or any other
Operative Agreement, except any breach by any Indemnified Person caused by any
breach by any Credit Party of any obligation of any Credit Party pursuant to the
Operative Agreements) in any way relating to or arising or alleged to arise out
of the execution, delivery, performance or enforcement of this Agreement, the
Lease or any other Operative Agreement or on or with respect to any Property or
any component thereof, including without limitation Claims in any way relating
to or arising or alleged to arise out of (a) the financing, refinancing,
purchase, ownership, design, construction, refurbishment, development, delivery,
acceptance, nondelivery, leasing, subleasing, possession, use, occupancy,
operation, maintenance repair, modification or any disposition of any Property
or any part thereof; (b) any latent or other defects in any Property or any
portion thereof whether or not discoverable by an Indemnified Person or the
Indemnity Provider; (c) a violation of Environmental Laws, Environmental Claims
or other loss of or damage to any property or the environment relating to the
Property, the Lease, the Agency Agreement or the Indemnity Provider
(collectively, such items referenced in this Section 11.1(c) may be referred to
as the "Environmental Matters"); (d) the Operative Agreements, or any

                                       43

<PAGE>

transaction contemplated thereby; (e) any breach by the Indemnity Provider of
any of its representations or warranties under the Operative Agreements to which
the Indemnity Provider is a party or failure by the Indemnity Provider to
perform or observe any covenant or agreement to be performed by it under any of
the Operative Agreements; (f) the transactions contemplated hereby or by any
other Operative Agreement, in respect of the application of Parts 4 and 5 of
Subtitle B of Title I of ERISA; (g) personal injury, death or property damage,
including without limitation Claims based on strict or absolute liability in
tort; and (h) any fees, expenses and/or other assessments by any business park
or any other similar entity for the applicable Property.

     If a written Claim is made against any Indemnified Person or if any
proceeding shall be commenced against such Indemnified Person (including without
limitation a written notice of such proceeding), for any Claim, such Indemnified
Person shall promptly notify the Indemnity Provider in writing and shall not
take action with respect to such Claim without the consent of the Indemnity
Provider for thirty (30) days after the receipt of such notice by the Indemnity
Provider; provided, however, that in the case of any such Claim, if action shall
be required by law or regulation to be taken prior to the end of such period of
thirty (30) days, such Indemnified Person shall endeavor to, in such notice to
the Indemnity Provider, inform the Indemnity Provider of such shorter period,
and no action shall be taken with respect to such Claim without the consent of
the Indemnity Provider before seven (7) days before the end of such shorter
period; provided, further, that the failure of such Indemnified Person to give
the notices referred to in this sentence shall not diminish the Indemnity
Provider's obligation hereunder except to the extent such failure precludes in
all respects the Indemnity Provider from contesting such Claim.

     If, within thirty (30) days of receipt of such notice from the Indemnified
Person (or such shorter period as the Indemnified Person has notified the
Indemnity Provider is required by law or regulation for the Indemnified Person
to respond to such Claim), the Indemnity Provider shall request in writing that
such Indemnified Person respond to such Claim, the Indemnified Person shall, at
the expense of the Indemnity Provider, in good faith conduct and control such
action (including without limitation by pursuit of appeals); provided, however,
that (A) if such Claim, in the Indemnity Provider's reasonable discretion, can
be pursued by the Indemnity Provider on behalf of or in the name of such
Indemnified Person, the Indemnified Person, at the Indemnity Provider's request,
shall allow the Indemnity Provider to conduct and control the response to such
Claim and (B) in the case of any Claim (and notwithstanding the provisions of
the foregoing subsection (A), the Indemnified Person may request the Indemnity
Provider to conduct and control the response to such Claim with counsel to be
selected by the Indemnity Provider after the solicitation and consideration of
any advice provided by such Indemnified Person; provided, however, that any
Indemnified Person may retain separate counsel at the expense of the Indemnity
Provider in the event of a material conflict of interest between such
Indemnified Person and the Indemnity Provider) by, in the sole discretion of the
Person conducting and controlling the response to such Claim (1) resisting
payment thereof, (2) not paying the same except under protest, if protest is
necessary and proper, (3) if the payment be made, using reasonable efforts to
obtain a refund thereof in appropriate administrative and judicial proceedings,
or (4) taking such other action as is reasonably requested by the Indemnity
Provider from time to time.

                                       44

<PAGE>

     The party controlling the response to any Claim shall consult in good faith
with the non-controlling party and shall keep the non-controlling party
reasonably informed as to the conduct of the response to such Claim; provided,
that all decisions ultimately shall be made in the discretion of the controlling
party. The parties agree that an Indemnified Person may at any time decline to
take further action with respect to the response to such Claim and may settle
such Claim if such Indemnified Person shall waive its rights to any indemnity
from the Indemnity Provider that otherwise would be payable in respect of such
Claim (and any future Claim, the pursuit of which is precluded by reason of such
resolution of such Claim) and shall pay to the Indemnity Provider any amount
previously paid or advanced by the Indemnity Provider pursuant to this Section
11.1 by way of indemnification or advance for the payment of an amount regarding
such Claim.

     Notwithstanding the foregoing provisions of this Section 11.1, an
Indemnified Person shall not be required to take any action unless (A) the
Indemnity Provider shall have agreed to pay and shall pay to such Indemnified
Person on demand and on an After Tax Basis all reasonable costs, losses and
expenses that such Indemnified Person actually incurs in connection with such
Claim, including without limitation all reasonable legal, accounting and
investigatory fees and disbursements and, if the Indemnified Person has informed
the Indemnity Provider that it intends to contest such Claim (whether or not the
control of the contest is then assumed by the Indemnity Provider), the Indemnity
Provider shall have agreed that the Claim is an indemnifiable Claim hereunder,
(B) in the case of a Claim that must be pursued in the name of an Indemnified
Person (or an Affiliate thereof), the amount of the potential indemnity (taking
into account all similar or logically related Claims that have been or could be
raised for which the Indemnity Provider may be liable to pay an indemnity under
this Section 11.1) exceeds $250,000 (or such lesser amount as may be
subsequently agreed between the Indemnity Provider and the Indemnified Person),
(C) the Indemnified Person shall have reasonably determined that the action to
be taken will not result in any material danger of sale, forfeiture or loss of
the Property, or any part thereof or interest therein, will not interfere with
the payment of Rent, and will not result in risk of criminal liability, (D) if
such Claim shall involve the payment of any amount prior to the resolution of
such Claim, the Indemnity Provider shall provide to the Indemnified Person an
interest-free advance in an amount equal to the amount that the Indemnified
Person is reasonably required to pay upon advice of counsel (with no additional
net after-tax cost to such Indemnified Person) prior to the date such payment is
due, (E) in the case of a Claim that must be pursued in the name of an
Indemnified Person (or an Affiliate thereof), the Indemnity Provider shall have
caused to be provided to such Indemnified Person advice, but not an opinion, of
independent counsel selected by the Indemnity Provider and reasonably
satisfactory to the Indemnified Person stating that a reasonable basis exists to
contest such Claim (or, in the case of an appeal of an adverse determination,
advice, but not an opinion, of such counsel to the effect that the position
asserted in such appeal will more likely than not prevail) and (F) no Event of
Default shall have occurred and be continuing. In no event shall an Indemnified
Person be required to appeal an adverse judicial determination to the United
States Supreme Court. In addition, an Indemnified Person shall not be required
to contest any Claim in its name (or that of an Affiliate) if the subject matter
thereof shall be of a continuing nature and shall have previously been decided
adversely by a court of competent jurisdiction pursuant to the contest
provisions of this Section 11.1, unless there shall have been a change in law
(or interpretation thereof) and the Indemnified

                                       45

<PAGE>

Person shall have received, at the Indemnity Provider's expense, advice, but not
an opinion, of independent counsel selected by the Indemnity Provider and
reasonably acceptable to the Indemnified Person stating that as a result of such
change in law (or interpretation thereof), it is more likely than not that the
Indemnified Person will prevail in such contest. In no event shall the Indemnity
Provider be permitted to adjust or settle any Claim without the consent of the
Indemnified Person to the extent any such adjustment or settlement involves, or
is reasonably likely to involve, any performance by or adverse admission by or
with respect to the Indemnified Person.

     In the event that the Indemnity Provider shall be required to make any
payment under this Section 11.1 to an Indemnified Person, the Indemnified Person
agrees to take such reasonable action as is requested by the Indemnity Provider,
in writing, any such action to be at the risk and expense of the Indemnity
Provider, to minimize the consequences of the After-Tax Basis method of the
indemnity.

     11.2. General Tax Indemnity.

          (a) Subject to and limited by in all respects the provisions of this
     Section 11.2 and Sections 11.6 through 11.8, the Indemnity Provider shall
     pay and assume liability for, and does hereby agree to indemnify, protect
     and defend each Property and all Indemnified Persons, and hold them
     harmless against, (i) all Impositions on an After Tax Basis and (ii) taxes
     that are in the nature of gross income, privilege or doing business taxes
     (not included in the definition of Impositions) imposed on the Owner
     Trustee, the Trust, the Trust Estate or, to the extent related to the
     transactions contemplated hereby, the Trust Company, and all payments
     pursuant to the Operative Agreements shall be made free and clear of and
     without deduction for any and all present and future Impositions. In the
     event that the Indemnity Provider shall be required to make any payment
     under this Section 11.2(a) to an Indemnified Person, the Indemnified Person
     agrees to take such reasonable action as is requested by the Indemnity
     Provider, in writing, any such action to be at the risk and expense of the
     Indemnity Provider, to minimize the consequences of the After-Tax Basis
     method of the indemnity.

          (b) Notwithstanding anything to the contrary in Section 11.2(a)
     hereof, the following shall be excluded from the indemnity required by
     Section 11.2(a) (collectively, the "Excluded Taxes"):

               (i) Taxes (other than Taxes that are, or are in the nature of,
          sales, use, rental, value added, transfer or property taxes) that are
          imposed on any Indemnified Person (other than the Lessor, the Owner
          Trustee and the Trust) by the United States federal government that
          are based on or measured by the net income (including without
          limitation taxes based on capital gains and minimum taxes) of such
          Person; provided, that this clause (i) shall not be interpreted to
          prevent a payment from being made on an After Tax Basis if such
          payment is otherwise required to be so made;

                                       46

<PAGE>

               (ii) Taxes (other than Taxes that are, or are in the nature of,
          sales, use, rental, value added, transfer or property taxes) that are
          imposed on any Indemnified Person (other than the Lessor, the Owner
          Trustee and the Trust) by any state or local jurisdiction or taxing
          authority within any state or local jurisdiction and that are based
          upon or measured by the net income (including without limitation taxes
          based on capital gains and minimum taxes) of such Person; provided
          that such Taxes shall not be excluded under this subparagraph (ii) to
          the extent such Taxes would have been imposed had the location,
          possession or use of any Property in, the location or the operation of
          the Lessee in, or the Lessee's making payments under the Operative
          Agreements from, the jurisdiction imposing such Taxes been the sole
          connection between such Indemnified Person and the jurisdiction
          imposing such Taxes; provided, further, that this clause (ii) shall
          not be interpreted to prevent a payment from being made on an After
          Tax Basis if such payment is otherwise required to be so made;

               (iii) any Tax to the extent it relates to any act, event or
          omission that occurs after the termination of the Lease and redelivery
          or sale of the Property in accordance with the terms of the Lease (but
          not any Tax that relates to such termination, redelivery or sale
          and/or to any period prior to such termination, redelivery or sale);
          and

               (iv) any Taxes which are imposed on an Indemnified Person as a
          result of the gross negligence or willful misconduct of such
          Indemnified Person itself, as determined by a court of competent
          jurisdiction (as opposed to gross negligence or willful misconduct
          imputed to such Indemnified Person), but not Taxes imposed as a result
          of ordinary negligence of such Indemnified Person;

          (c)   (i) Subject to the terms of Section 11.2(f), the Indemnity
          Provider shall pay or cause to be paid all Impositions directly to the
          taxing authorities where feasible and otherwise to the Indemnified
          Person, as appropriate, and the Indemnity Provider shall at its own
          expense, upon such Indemnified Person's reasonable request, furnish to
          such Indemnified Person copies of official receipts or other
          satisfactory proof evidencing such payment.

               (ii) In the case of Impositions for which no contest is conducted
          pursuant to Section 11.2(f) and which the Indemnity Provider pays
          directly to the taxing authorities, the Indemnity Provider shall pay
          such Impositions prior to the latest time permitted by the relevant
          taxing authority for timely payment. In the case of Impositions for
          which the Indemnity Provider reimburses an Indemnified Person, the
          Indemnity Provider shall do so within thirty (30) days after receipt
          by the Indemnity Provider of demand by such Indemnified Person
          describing in reasonable detail the nature of the Imposition and the
          basis for the demand (including without limitation the computation of
          the amount payable), accompanied by receipts or other reasonable
          evidence of such demand. In the case of Impositions for which a
          contest is conducted pursuant to Section 11.2(f),

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<PAGE>

          the Indemnity Provider shall pay such Impositions or reimburse such
          Indemnified Person for such Impositions, to the extent not previously
          paid or reimbursed pursuant to subsection (a), prior to the latest
          time permitted by the relevant taxing authority for timely payment
          after conclusion of all contests under Section 11.2(f).

               (iii) At the Indemnity Provider's request, the amount of any
          indemnification payment by the Indemnity Provider pursuant to
          subsection (a) shall be verified and certified by an independent
          public accounting firm mutually acceptable to the Indemnity Provider
          and the Indemnified Person. The fees and expenses of such independent
          public accounting firm shall be paid by the Indemnity Provider unless
          such verification shall result in an adjustment in the Indemnity
          Provider's favor of five percent (5%) or more of the payment as
          computed by the Indemnified Person, in which case such fee shall be
          paid by the Indemnified Person.

          (d) The Indemnity Provider shall be responsible for preparing and
     filing any real and personal property or ad valorem tax returns in respect
     of each Property and any other tax returns required for the Owner Trustee
     respecting the transactions described in the Operative Agreements. In case
     any other report or tax return shall be required to be made with respect to
     any obligations of the Indemnity Provider under or arising out of
     subsection (a) and of which the Indemnity Provider has knowledge or should
     have knowledge, the Indemnity Provider, at its sole cost and expense, shall
     notify the relevant Indemnified Person of such requirement and (except if
     such Indemnified Person notifies the Indemnity Provider that such
     Indemnified Person intends to prepare and file such report or return) (A)
     to the extent required or permitted by and consistent with Legal
     Requirements, make and file in the Indemnity Provider's name such return,
     statement or report; and (B) in the case of any other such return,
     statement or report required to be made in the name of such Indemnified
     Person, advise such Indemnified Person of such fact and prepare such
     return, statement or report for filing by such Indemnified Person or, where
     such return, statement or report shall be required to reflect items in
     addition to any obligations of the Indemnity Provider under or arising out
     of subsection (a), provide such Indemnified Person at the Indemnity
     Provider's expense with information sufficient to permit such return,
     statement or report to be properly made with respect to any obligations of
     the Indemnity Provider under or arising out of subsection (a). Such
     Indemnified Person shall, upon the Indemnity Provider's request and at the
     Indemnity Provider's expense, provide any data maintained by such
     Indemnified Person (and not otherwise available to or within the control of
     the Indemnity Provider) with respect to each Property which the Indemnity
     Provider may reasonably require to prepare any required tax returns or
     reports. If an Indemnified Person or an Affiliate receives notification
     from a taxing authority having jurisdiction over the Indemnified Person or
     any Property that an Imposition has been or will be imposed or a filing is
     required in connection therewith for which indemnification is required to
     be provided by the Indemnity Provider hereunder, then such Indemnified
     Person shall provide prompt written notice thereof to the Indemnity
     Provider; provided, however, the failure of the Indemnified Person to
     provide any such notice shall not relieve the Indemnity Provider of

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<PAGE>

     its obligations hereunder except to the extent that the failure by the
     Indemnified Person to provide such notice actually expands the obligations
     (including any increase in the amount of any indemnity) of the Indemnity
     Provider hereunder.

     If an Indemnified Person or an Affiliate with whom such Indemnified Person
     files a consolidated tax return, or equivalent, subsequently receives the
     refund of an amount indemnified hereunder, then, so long as no Event of
     Default shall exist and be continuing, such Indemnified Person shall pay
     the amount of such refund, together with the amount of interest actually
     received thereon, if any, to the Indemnity Provider; provided, however, if
     any refund or other amount shall ever be subject to reclaim or otherwise be
     required to be returned or repaid to the applicable taxing authority that
     issued such refund, then the amount subject to the reclaim or otherwise
     required to be repaid to such tax authority shall be deemed to be an
     Imposition for which Indemnity Provider shall be responsible to indemnify
     and hold harmless such Indemnified Person.

          (e) As between the Indemnity Provider on one hand, and each Financing
     Party on the other hand, the Indemnity Provider shall be responsible for,
     and the Indemnity Provider shall indemnify and hold harmless each Financing
     Party (without duplication of any indemnification required by subsection
     (a)) on an After Tax Basis against, any obligation for United States or
     foreign withholding taxes or similar levies, imposts, charges, fees,
     deductions or withholdings (collectively, "Withholdings") imposed in
     respect of the interest payable on the Notes, Holder Yield payable on the
     Certificates or with respect to any other payments under the Operative
     Agreements to the extent that any such Withholdings arise as a result of
     the change of the principal place of business, chief executive office or
     other location or office of the Indemnity Provider or otherwise arise as a
     result of acts of the Indemnity Provider (as opposed, for example, to
     Withholdings arising from the location of the lending office of any
     Financing Party or any change thereof).

          (f) If a written Claim is made against any Indemnified Person or if
     any proceeding shall be commenced against such Indemnified Person
     (including without limitation a written notice of such proceeding), for any
     Impositions, the provisions in Section 11.1 relating to notification and
     rights to contest shall apply; provided, however, that the Indemnity
     Provider shall have the right to conduct and control such contest only if
     such contest involves a Tax other than a Tax on net income of the
     Indemnified Person and can be pursued independently from any other
     proceeding involving a Tax liability of such Indemnified Person; provided,
     further where the Indemnified Person controls any contest, it agrees to
     consult in good faith with the Indemnity Provider and shall keep the
     Indemnity Provider reasonably informed as to the conduct of the response to
     such Claim.

     11.3. Increased Costs, Illegality, etc.

          Subject to and limited by in all respects the provisions of this
     Section 11.3 and Sections 11.6 through 11.8:

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<PAGE>

          (a)(i) If any change in Law shall:

               (A) impose, modify or deem applicable any reserve, special
     deposit or similar requirement against assets of, deposits with or for the
     account of, or credit extended by, any Financing Party (except any such
     reserve requirement reflected in the Eurodollar Rate plus the Applicable
     Percentage); or

               (B) impose on any Financing Party or the London interbank market
     any other condition affecting this Agreement or any other Operative
     Agreement or Eurodollar Loans, Eurodollar Holder Advances, ABR Loans or ABR
     Holder Advances made by such Financing Party;

and the result of any of the foregoing shall be to increase the cost to such
Financing Party of making or maintaining any Eurodollar Loan, Eurodollar Holder
Advance, ABR Loan or ABR Holder Advance (or of maintaining its obligation to
make any such Loan or Holder Advance) or to reduce the amount of any sum
received or receivable by such Financing Party hereunder or pursuant to any
other Operative Agreement (whether of principal, interest, Holder Yield or
otherwise), then the Lessee will pay or cause to be paid to such Financing Party
such additional amount or amounts as will compensate such Financing Party for
such additional costs incurred or reduction suffered.

                    (ii) If any Financing Party determines that any change in
     Law regarding capital requirements has or would have the effect of reducing
     the rate of return on such Financing Party's capital or on the capital of
     such Financing Party's holding company, if any, as a consequence of this
     Agreement or any other Operative Agreement or the Loans or Holder Advances
     made by, such Financing Party to a level below that which such Financing
     Party or such Financing Party's holding company could have achieved but for
     such change in Law (taking into consideration such Financing Party's
     policies and the policies of such Financing Party's holding company with
     respect to capital adequacy), then from time to time the Lessee will pay or
     cause to be paid to such Financing Party such additional amount or amounts
     as will compensate such Financing Party or such Financing Party's holding
     company for any such reduction suffered.

                    (iii) A certificate of a Financing Party setting forth in
     reasonable detail the amount or amounts necessary to compensate such
     Financing Party or its holding company, as the case may be, as specified in
     paragraphs (a)(i) or (a)(ii) of this Section 11.3 shall be delivered to the
     Lessee and shall be conclusive absent manifest error. The Lessee shall pay
     or cause to be paid to such Financing Party the amount shown as due on any
     such certificate within ten (10) days after receipt thereof.

                    (iv) Failure or delay on the part of any Financing Party to
     demand compensation pursuant to this Section 11.3 shall not constitute a
     waiver of such Financing Party's right to demand such compensation;
     provided, that the

                                       50

<PAGE>

     Lessee shall not be required to compensate or cause to be compensated a
     Financing Party pursuant to this Section 11.3 for any increased costs or
     reductions incurred more than 270 days prior to the date that such
     Financing Party notifies the Lessee of the change in Law giving rise to
     such increased costs or reductions and of such Financing Party's intention
     to claim compensation therefor; provided, further, that, if the change in
     Law giving rise to such increased costs or reductions is retroactive, then
     the 270-day period referred to above shall be extended to include the
     period of retroactive effect thereof.

          (b) If any Financing Party determines that compliance with any law or
     regulation or any guideline or request from any central bank or other
     governmental authority (whether or not having the force of law, but in each
     case promulgated or made after the date hereof) affects or would affect the
     amount of capital required or expected to be maintained by such Financing
     Party or any corporation controlling such Financing Party and that the
     amount of such capital is increased by or based upon the existence of such
     Financing Party's commitment to make Advances and other commitments of this
     type or upon the Advances, then, upon demand by such Financing Party (with
     a copy of such demand to the Agent but subject to the terms of Section 2.11
     of the Credit Agreement and 3.9 of the Trust Agreement), the Lessee shall
     pay to the Agent for the account of such Financing Party, from time to time
     as specified by such Financing Party, additional amounts sufficient to
     compensate such Financing Party or such corporation in the light of such
     circumstances, to the extent that such Financing Party reasonably
     determines such increase in capital to be allocable to the existence of
     such Financing Party's commitment to make such Advances. A certificate as
     to such amounts submitted to the Lessee and the Agent by such Financing
     Party shall be conclusive and binding for all purposes, absent manifest
     error.

          (c) Without limiting the effect of the foregoing, the Lessee shall pay
     to each Financing Party on the last day of the Interest Period therefor so
     long as such Financing Party is maintaining reserves against "Eurocurrency
     liabilities" under Regulation D an additional amount (determined by such
     Financing Party and notified to the Lessee through the Agent) equal to the
     product of the following for each Eurodollar Loan or Eurodollar Holder
     Advance, as the case may be, for each day during such Interest Period:

               (i) the principal amount of such Eurodollar Loan or Eurodollar
          Holder Advance, as the case may be, outstanding on such day; and

               (ii) the remainder of (x) a fraction the numerator of which is
          the rate (expressed as a decimal) at which interest accrues on such
          Eurodollar Loan or Eurodollar Holder Advance, as the case may be, for
          such Interest Period as provided in the Credit Agreement or the Trust
          Agreement, as the case may be (less the Applicable Percentage), and
          the denominator of which is one (1) minus the effective rate
          (expressed as a decimal) at which such reserve requirements are
          imposed on such Financing Party on such day minus (y) such numerator;
          and

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<PAGE>

               (iii) 1/360.

          (d) Without affecting its rights under Sections 11.3(a), 11.3(b) or
     11.3(c) or any other provision of any Operative Agreement, each Financing
     Party agrees that if there is any increase in any cost to or reduction in
     any amount receivable by such Financing Party with respect to which the
     Lessee would be obligated to compensate such Financing Party pursuant to
     Sections 11.3(a) or 11.3(b), such Financing Party shall use reasonable
     efforts to select an alternative office for Advances which would not result
     in any such increase in any cost to or reduction in any amount receivable
     by such Financing Party; provided, however, that no Financing Party shall
     be obligated to select an alternative office for Advances if such Financing
     Party determines that (i) as a result of such selection such Financing
     Party would be in violation of any applicable law, regulation, treaty, or
     guideline, or would incur additional costs or expenses or (ii) such
     selection would be inadvisable for regulatory reasons or materially
     inconsistent with the interests of such Financing Party.

          (e) With reference to the obligations of the Lessee set forth in
     Sections 11.3(a) through 11.3(d), the Lessee shall not have any obligation
     to pay to any Financing Party amounts owing under such Sections for any
     period which is more than one (1) year prior to the date upon which the
     request for payment therefor is delivered to the Lessee.

          (f) Notwithstanding any other provision of this Agreement, if any
     Financing Party shall notify the Agent that the introduction of or any
     change in or in the interpretation of any law or regulation makes it
     unlawful, or any central bank or other governmental authority asserts that
     it is unlawful, for any Financing Party to perform its obligations
     hereunder to make or maintain Eurodollar Loans or Eurodollar Holder
     Advances, as the case may be, then (i) each Eurodollar Loan or Eurodollar
     Holder Advance, as the case may be, will automatically, at the earlier of
     the end of the Interest Period for such Eurodollar Loan or Eurodollar
     Holder Advance, as the case may be, or the date required by law, convert
     into an ABR Loan or an ABR Holder Advance, as the case may be, and (iii)
     the obligation of the Financing Parties to make, convert or continue
     Eurodollar Loans or Eurodollar Holder Advances, as the case may be, shall
     be suspended until the Agent shall notify the Lessee that such Financing
     Party has determined that the circumstances causing such suspension no
     longer exist.

     11.4. Funding/Contribution Indemnity.

     Subject to and limited by in all respects the provisions of this Section
11.4 and Sections 11.6 through 11.8 and further subject to the provisions of
Section 2.11(a) of the Credit Agreement and 3.9(a) of the Trust Agreement, as
the case may be, the Lessee agrees to indemnify each Financing Party and to hold
each Financing Party harmless from any loss or reasonable expense which such
Financing Party may sustain or incur as a consequence of (a) any default in
connection with the drawing of funds for any Advance, (b) any default in making
any prepayment after a notice thereof has been given in accordance with the
provisions of the Operative Agreements or (c) the making of a voluntary or
involuntary prepayment of Eurodollar Loans or

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<PAGE>

Eurodollar Holder Advances, as the case may be, on a day which is not the last
day of an Interest Period with respect thereto. Such indemnification shall be in
an amount equal to the excess, if any, of (x) the amount of interest or Holder
Yield, as the case may be, which would have accrued on the amount so prepaid, or
not so borrowed, accepted, converted or continued for the period from the date
of such prepayment or of such failure to borrow, accept, convert or continue to
the last day of such Interest Period (or, in the case of a failure to borrow,
accept, convert or continue, the Interest Period that would have commenced on
the date of such failure) in each case at the applicable Eurodollar Rate plus
the Applicable Percentage for such Loan or Holder Advance, as the case may be,
for such Interest Period over (y) the amount of interest (as determined by such
Financing Party in its reasonable discretion) which would have accrued to such
Financing Party on such amount by (i) (in the case of the Lenders) reemploying
such funds in loans of the same type and amount during the period from the date
of prepayment or failure to borrow to the last day of the then applicable
Interest Period (or, in the case of a failure to borrow, the Interest Period
that would have commenced on the date of such failure) and (ii) (in the case of
the Holders) placing such amount on deposit for a comparable period with leading
banks in the relevant interest rate market. This covenant shall survive the
termination of the Operative Agreements and the payment of all other amounts
payable hereunder.

     11.5. [Intentionally Omitted]

     11.6. Additional Provisions Regarding Environmental Indemnification.

     Subject to and limited by in all respects the provisions of this Section
11.6 and Sections 11.7 and 11.8, each and every Indemnified Person shall at all
times have the rights and benefits, and the Indemnity Provider shall have the
obligations, in each case provided pursuant to the Operative Agreements with
respect to Environmental Matters (including without limitation the rights and
benefits provided pursuant to Section 11.1(c).

     11.7. Additional Provisions Regarding Indemnification; Cooperation with the
           Indemnity Provider.

     Notwithstanding the provisions of Sections 11.1, 11.2, 11.3, 11.4 and 11.6
and solely for the period prior to the earlier to occur of the applicable
Completion Date or Construction Period Termination Date for each Property, as
applicable, (a) the Indemnity Provider shall be responsible for all the
indemnity and other obligations without deduction pursuant to Sections 11.1,
11.2, 11.3 and 11.4 unless the Indemnity Provider can reasonably demonstrate
that the matter giving rise to any (i) Claim made by any Person (other than any
Financing Party), pursuant to Sections 11.1, 11.2, 11.3 or 11.4, as the case may
be, did not relate to any act or omission of any Credit Party or any other
Person acting by, through or under any Credit Party, except the Indemnity
Provider shall not be responsible for any such Claim pursuant to this Section
11.7(a)(i) arising from the failure of the Construction Agent to complete
construction of any Property prior to the applicable Construction Period
Termination Date and (ii) Claim made by any Financing Party, pursuant to
Sections 11.3 or 11.4, as the case may be, did not relate to any act or omission
of any Credit Party or any other Person acting by, through or under any Credit
Party constituting (A) fraud or misapplication of funds, (B) an illegal act or
omission or (C) willful misconduct and

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<PAGE>

(b) the Indemnity Provider shall be responsible for all the indemnity and other
obligations without deduction pursuant to Sections 11.1(c) or 11.6 unless the
Indemnity Provider can reasonably demonstrate that the Environmental Claim or
other Environmental Matter then under consideration (i) arose, came into
existence or otherwise occurred after the initial closing relating to the Bridge
Financing, (ii) represented more than a remote risk at the time of the initial
closing relating to the Bridge Financing and (iii) was not attributable to any
act or omission of any Credit Party or any other Person acting by, through or
under any Credit Party.

     Each Indemnified Person agrees to cooperate in a reasonable manner (but at
the expense of the Indemnity Provider) with the Indemnity Provider in responding
to any Claim covered by the indemnities referenced in the Operative Agreements.

     11.8. Indemnifications Provided by the Owner Trustee in Favor of the Other
           Indemnified Persons.

     To the extent the Indemnity Provider is not obligated to indemnify each
Indemnified Person with respect to the various matters described in this Section
11.8, the Owner Trustee shall provide such indemnities (but only to the extent
amounts sufficient to pay such indemnity are funded by the Lenders and the
Holders) in favor of each Indemnified Person in accordance with this Section
11.8 and shall pay all such amounts owed with respect to this Section 11.8 with
amounts advanced by the Lenders and the Holders (a) to the extent, but only to
the extent, amounts are available therefor with respect to the Available
Commitments and the Available Holder Commitments (subject to the rights of the
Lenders and the Holders to increase their respective commitment amounts in
accordance with the provisions of Section 5.13) and (b) unless each Lender and
each Holder has declined in writing to fund such amount. Notwithstanding any
other provision in any other Operative Agreement to the contrary, all amounts so
advanced shall be deemed added (ratably, based on the ratio of the Property Cost
for each Property individually to the Aggregate Property Cost of all Properties
at such time) to the Property Cost of all Properties then subject to the terms
of the Operative Agreements.

     Subject to the proviso to this paragraph, the Owner Trustee shall pay and
assume liability for, and does hereby agree to indemnify, protect and defend
each Indemnified Person from any and all matters described in Sections 11.1,
11.2, 11.3, 11.4 and/or 11.6 as if such Sections 11.1, 11.2, 11.3, 11.4 and 11.6
were incorporated herein in their entirety and the Owner Trustee were referenced
in each such Section as the Indemnity Provider, the Lessee or any other such
party obligated to provide indemnification or to pay any amount pursuant to any
such Section; provided, however, the Owner Trustee shall only provide such
indemnification and other protections referenced above in this paragraph with
respect to any Claim relating to any Property prior to the Completion of such
Property in any way relating to or arising or alleged to arise out of the
execution, delivery, performance or enforcement of this Agreement, the Lease or
any other Operative Agreement or on or with respect to such Property or any
component thereof, including without limitation any Claim in any way relating to
or arising or alleged to arise out of (a) the financing, refinancing, purchase,
ownership, design, construction, refurbishment, development, delivery,
acceptance, nondelivery, leasing, subleasing, possession, use, occupancy,
operation, maintenance repair or modification of such Property or any part
thereof; (b) any latent or other

                                       54

<PAGE>

defects in such Property or any portion thereof whether or not discoverable by
an Indemnified Person or the Indemnity Provider; (c) any Environmental Matter
relating to such Property; (d) the transactions contemplated hereby or by any
other Operative Agreement, in respect of the application of Parts 4 and 5 of
Subtitle B of Title I of ERISA; (e) personal injury, death or property damage
arising out of or relating to the construction of the Property or any part
thereof, including without limitation Claims based on strict or absolute
liability in tort; and (f) any fees, expenses and/or other assessments by any
business park or any other similar entity for such Property.

     THE INDEMNITY OBLIGATIONS UNDERTAKEN BY THE OWNER TRUSTEE PURSUANT TO THIS
SECTION 11.8 ARE IN ALL RESPECTS SUBJECT TO THE LIMITATIONS ON LIABILITY
REFERENCED IN SECTION 12.9.

     11.9. Time Period in which Claims may arise and be Covered by
Indemnification.

     The basis for any Claim which is subject to indemnification coverage by the
Indemnity Provider pursuant to Sections 11.1 through 11.8 must occur or arise on
or before the Expiration Date or any earlier date upon which the Operative
Agreements are terminated, notwithstanding that any Claim may not be filed or
otherwise initiated until a date which is later than any date referenced in this
Section 11.9.

                           SECTION 12. MISCELLANEOUS.

     12.1. Survival of Agreements.

     The representations, warranties, covenants, indemnities and agreements of
the parties provided for in the Operative Agreements, and the parties'
obligations under any and all thereof, shall survive the execution and delivery
of this Agreement, the transfer of any Property to the Owner Trustee, the
acquisition of any Property (or any of its components), the construction of any
Improvements, the Completion of any Property, any disposition of any interest of
the Owner Trustee in any Property or any interest of the Holders in the Trust
Estate, the payment of the Notes and any disposition thereof and shall be and
continue in effect notwithstanding any investigation made by any party and the
fact that any party may waive compliance with any of the other terms, provisions
or conditions of any of the Operative Agreements. Except as otherwise expressly
set forth herein or in other Operative Agreements, the indemnities of the
parties provided for in the Operative Agreements shall survive the expiration or
termination of any thereof.

     12.2. Notices.

     All notices required or permitted to be given under any Operative Agreement
shall be in writing. Notices may be served by certified or registered mail,
postage paid with return receipt requested; by private courier, prepaid; by
telex, facsimile, or other telecommunication device capable of transmitting or
creating a written record; or personally. Mailed notices shall be deemed
delivered five (5) days after mailing, properly addressed. Couriered notices
shall be

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<PAGE>

deemed delivered when delivered as addressed, or if the addressee refuses
delivery, when presented for delivery notwithstanding such refusal. Telex or
telecommunicated notices shall be deemed delivered when receipt is either
confirmed by confirming transmission equipment or acknowledged by the addressee
or its office. Personal delivery shall be effective when accomplished. Unless a
party changes its address by giving notice to the other party as provided
herein, notices shall be delivered to the parties at the following addresses:

          If to the Construction Agent or the Lessee, to such entity at the
     following address:

               Convergys Corporation
               201 East Fourth Street, 102-1900
               Cincinnati, Ohio 45201-2301
               Attention: Robert P. Komin, Jr.,
                          Vice President Finance and Treasurer
               Telephone: (513) 397-7179
               Telecopy: (513) 241-1543

          If to any Guarantor, to such entity in care of Convergys Corporation
     at the following address:

               Convergys Corporation
               201 East Fourth Street, 102-1900
               Cincinnati, Ohio 45201-2301
               Attention: Robert P. Komin, Jr.,
                          Vice President Finance and Treasurer
               Telephone: (513) 397-7179
               Telecopy: (513) 241-1543

          If to the Owner Trustee, to it at the following address:

               First Security Bank, National Association
               79 South Main Street
               Salt Lake City, Utah 84111
               Attention: Val T. Orton,
                          Vice President
               Telephone: (801) 246-5300
               Telecopy: (801) 246-5053

          If to the Holders, to each such Holder at the address set forth for
     such Holder on Schedule I of the Trust Agreement.

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<PAGE>

          If to the Agent, to it at the following address:

               NationsBank, N.A.
               101 North Tryon Street
               NC1-001-15-06
               Charlotte, North Carolina 28255
               Attention: Ms. Judy Dudley
               Telephone: (704) 386-8382
               Telecopy: (704) 386-8694

          If to any Lender, to it at the address set forth for such Lender in
     Schedule 2.1 of the Credit Agreement.

          From time to time any party may designate additional parties and/or
     another address for notice purposes by notice to each of the other parties
     hereto. Each notice hereunder shall be effective upon receipt or refusal
     thereof.

     12.3. Counterparts.

     This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute but one (1) and the same
instrument.

     12.4. Terminations, Amendments, Waivers, Etc.

     Each Basic Document may be terminated, amended, supplemented, waived or
modified only by an instrument in writing signed by, subject to Article VIII of
the Trust Agreement regarding termination of the Trust Agreement, the Majority
Secured Parties and each Credit Party (to the extent such Credit Party is a
party to such Basic Document); provided, to the extent no Default or Event of
Default shall have occurred and be continuing, the Majority Secured Parties
shall not amend, supplement, waive or modify any provision of any Basic Document
in such a manner as to adversely affect the rights of any Credit Party without
the prior written consent (not to be unreasonably withheld or delayed) of such
Credit Party. Each Operative Agreement which is not a Basic Document may be
terminated, amended, supplemented, waived or modified only by an instrument in
writing signed by the parties thereto and (without the consent of any other
Financing Party) the Agent. Each Operative Agreement which is not a Basic
Document may be terminated, amended, supplemented, waived or modified only by an
instrument in writing signed by the parties thereto and (without the consent of
any other Financing Party) the Agent.

     12.5. Headings, etc.

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

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<PAGE>

     12.6. Parties in Interest.

     Except as expressly provided herein, none of the provisions of this
Agreement are intended for the benefit of any Person except the parties hereto.

     12.7. GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL;
           VENUE.

          (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
     HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED, INTERPRETED AND ENFORCED IN
     ACCORDANCE WITH THE LAWS OF THE STATE OF [NORTH CAROLINA]. Any legal action
     or proceeding with respect to this Agreement or any other Operative
     Agreement may be brought in the courts of the State of [North Carolina in
     Mecklenburg] County or of the United States for the [Western District of
     North Carolina], and, by execution and delivery of this Agreement, each of
     the parties to this Agreement hereby irrevocably accepts for itself and in
     respect of its property, generally and unconditionally, the nonexclusive
     jurisdiction of such courts. Each of the parties to this Agreement further
     irrevocably consents to the service of process out of any of the
     aforementioned courts in any such action or proceeding by the mailing of
     copies thereof by registered or certified mail, postage prepaid, to it at
     the address set out for notices pursuant to Section 12.2, such service to
     become effective three (3) days after such mailing. Nothing herein shall
     affect the right of any party to serve process in any other manner
     permitted by Law or to commence legal proceedings or to otherwise proceed
     against any party in any other jurisdiction.

          (b) EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY, TO THE
     FULLEST EXTENT ALLOWED BY APPLICABLE LAW, WAIVES TRIAL BY JURY IN ANY LEGAL
     ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, ANY OTHER OPERATIVE
     AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

          (c) Each of the parties to this Agreement hereby irrevocably waives
     any objection which it may now or hereafter have to the laying of venue of
     any of the aforesaid actions or proceedings arising out of or in connection
     with this Agreement or any other Operative Agreement brought in the courts
     referred to in subsection (a) above and hereby further irrevocably waives
     and agrees not to plead or claim in any such court that any such action or
     proceeding brought in any such court has been brought in an inconvenient
     forum.

          (d) The parties to this Agreement and/or any other Operative Agreement
     agree that they shall not have a remedy of special, punitive or exemplary
     damages against any other party in any Dispute and hereby waive any right
     or claim to special, punitive or exemplary damages they have now or which
     may arise in the future in connection with any Dispute.

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<PAGE>

     12.8. Severability.

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

     12.9. Liability Limited.

          (a) The Lenders, the Agent, the Credit Parties, the Owner Trustee and
     the Holders each acknowledge and agree that the Owner Trustee is (except as
     otherwise expressly provided herein or therein) entering into this
     Agreement and the other Operative Agreements to which it is a party (other
     than the Trust Agreement and to the extent otherwise provided in Section
     6.1 of this Agreement), solely in its capacity as trustee under the Trust
     Agreement and not in its individual capacity and that the Trust Company
     shall not be liable or accountable under any circumstances whatsoever in
     its individual capacity for or on account of any statements,
     representations, warranties, covenants or obligations stated to be those of
     the Owner Trustee, except for its own gross negligence or willful
     misconduct and as otherwise expressly provided herein or in the other
     Operative Agreements.

          (b) Anything to the contrary contained in this Agreement, the Credit
     Agreement, the Notes or in any other Operative Agreement notwithstanding,
     no Exculpated Person shall be personally liable in any respect for any
     liability or obligation arising hereunder or in any other Operative
     Agreement including without limitation the payment of the principal of, or
     interest on, the Notes, or for monetary damages for the breach of
     performance of any of the covenants contained in the Credit Agreement, the
     Notes, this Agreement, the Security Agreement or any of the other Operative
     Agreements. The Lenders, the Holders and the Agent agree that, in the event
     any remedies under any Operative Agreement are pursued, neither the
     Lenders, the Holders nor the Agent shall have any recourse against any
     Exculpated Person, for any deficiency, loss or Claim for monetary damages
     or otherwise resulting therefrom and recourse shall be had solely and
     exclusively against the Trust Estate (excluding Excepted Payments) and the
     Credit Parties (with respect to the Credit Parties' obligations under the
     Operative Agreements); but nothing contained herein shall be taken to
     prevent recourse against or the enforcement of remedies against the Trust
     Estate (excluding Excepted Payments) in respect of any and all liabilities,
     obligations and undertakings contained herein and/or in any other Operative
     Agreement. Notwithstanding the provisions of this Section, nothing in any
     Operative Agreement shall: (i) constitute a waiver, release or discharge of
     any indebtedness or obligation evidenced by the Notes and/or the
     Certificates arising under any Operative Agreement or secured by any
     Operative Agreement, but the same shall continue until paid or discharged;
     (ii) relieve any Exculpated Person from liability and responsibility for
     (but only to the extent of the damages arising by reason of): active waste
     knowingly committed by any Exculpated Person with respect to any Property,
     any fraud, gross

                                       59

<PAGE>

     negligence or willful misconduct on the part of any Exculpated Person;
     (iii) relieve any Exculpated Person from liability and responsibility for
     (but only to the extent of the moneys misappropriated, misapplied or not
     turned over) (A) except for Excepted Payments, misappropriation or
     misapplication by the Lessor (i.e., application in a manner contrary to any
     of the Operative Agreements) of any insurance proceeds or condemnation
     award paid or delivered to the Lessor by any Person other than the Agent,
     (B) except for Excepted Payments, any deposits or any escrows or amounts
     owed by the Construction Agent under the Agency Agreement held by the
     Lessor or (C) except for Excepted Payments, any rent or other income
     received by the Lessor from any Credit Party that is not turned over to the
     Agent; or (iv) affect or in any way limit the Agent's rights and remedies
     under any Operative Agreement with respect to the Rents and rights and
     powers of the Agent under the Operative Agreements or to obtain a judgment
     against the Lessee's interest in the Properties or the Agent's rights and
     powers to obtain a judgment against the Lessor or any Credit Party
     (provided, that no deficiency judgment or other money judgment shall be
     enforced against any Exculpated Person except to the extent of the Lessor's
     interest in the Trust Estate (excluding Excepted Payments) or to the extent
     the Lessor may be liable as otherwise contemplated in clauses (ii) and
     (iii) of this Section 12.9(b)).

     12.10. Rights of the Credit Parties.

     If at any time all obligations (i) of the Owner Trustee under the Credit
Agreement, the Security Documents and the other Operative Agreements and (ii) of
the Credit Parties under the Operative Agreements have in each case been
satisfied or discharged in full, then the Credit Parties shall be entitled to
(a) terminate the Lease and guaranty obligations under Section 6B and (b)
receive all amounts then held under the Operative Agreements and all proceeds
with respect to any of the Properties. Upon the termination of the Lease and
Section 6B pursuant to the foregoing clause (a), the Lessor shall transfer to
the Lessee all of its right, title and interest free and clear of the Lien of
the Lease, the Lien of the Security Documents and all Lessor Liens in and to any
Properties then subject to the Lease and any amounts or proceeds referred to in
the foregoing clause (b) shall be paid over to the Lessee.

     12.11. Further Assurances.

     The parties hereto shall promptly cause to be taken, executed, acknowledged
or delivered, at the sole expense of the Lessee, 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 Agreements and the
transactions contemplated hereby and thereby (including without limitation the
preparation, execution and filing of any and all Uniform Commercial Code
financing statements, filings of Mortgage Instruments and other filings or
registrations which the parties hereto may from time to time request to be filed
or effected). The Lessee, at its own expense and without need of any prior
request from any other party, shall take such action as may be necessary
(including without limitation any action specified in the preceding sentence),
or (if the Owner Trustee shall so request) as so requested, in order to maintain
and protect all security interests provided for

                                       60

<PAGE>

hereunder or under any other Operative Agreement. In addition, in connection
with the sale or other disposition of any Property or any portion thereof, the
Lessee agrees to execute such instruments of conveyance as may be reasonably
required in connection therewith.

     12.12. Calculations under Operative Agreements.

     The parties hereto agree that all calculations and numerical determinations
to be made under the Operative Agreements by the Owner Trustee shall be made by
the Agent and that such calculations and determinations shall be conclusive and
binding on the parties hereto in the absence of manifest error; provided,
however, the Agent shall furnish (with any out-of-pocket cost or expense
incurred by the Agent to be paid by the Lessee) the Lessee, at any Credit
Party's request, with reasonable documentation and information which
substantiates all such calculations and numerical determinations in order to
satisfy that the same are correct.

     12.13. Confidentiality.

     Each Financing Party agrees to keep confidential any information furnished
or made available to it by any Credit Party or any of its Subsidiaries pursuant
to this Agreement that is marked confidential; provided that nothing herein
shall prevent any Financing Party from disclosing such information (a) to any
other Financing Party or any Affiliate of any Financing Party, or any officer,
director, employee, agent, or advisor of any Financing Party or Affiliate of any
Financing Party, (b) to any other Person if reasonably incidental to the
administration of the credit facility provided herein, (c) as required by any
law, rule, or regulation, (d) upon the order of any court or administrative
agency, (e) upon the request or demand of any regulatory agency or authority,
(f) that is or becomes available to the public or that is or becomes available
to any Financing Party other than as a result of a disclosure by any Financing
Party prohibited by this Agreement, (g) in connection with any litigation to
which such Financing Party or any of its Affiliates may be a party, (h) to the
extent necessary in connection with the exercise of any remedy under this
Agreement or any other Operative Agreement, and (i) subject to provisions
substantially similar to those contained in this Section, to any actual or
proposed participant or assignee.

     12.14. Financial Reporting/Tax Characterization.

     Lessee agrees to obtain advice from its own accountants and tax counsel
regarding the financial reporting treatment and the tax characterization of the
transactions described in the Operative Agreements. Lessee further agrees that
Lessee shall not rely upon any statement of any Financing Party or any of their
respective Affiliates and/or Subsidiaries regarding any such financial reporting
treatment and/or tax characterization.

     12.15. Set-off.

In addition to any rights now or hereafter granted under applicable Law and not
by way of limitation of any such rights, upon and after the occurrence of any
Event of Default and during the continuance thereof, the Lenders, the Holders,
their respective Affiliates and any assignee or

                                       61

<PAGE>

participant of a Lender or a Holder in accordance with the applicable provisions
of the Operative Agreements are hereby authorized by the Credit Parties at any
time or from time to time, without notice to the Credit Parties or to any other
Person, any such notice being hereby expressly waived, to set-off and to
appropriate and to apply any and all deposits (general or special, time or
demand, including without limitation indebtedness evidenced by certificates of
deposit, whether matured or unmatured) and any other indebtedness at any time
held or owing by the Lenders, the Holders, their respective Affiliates or any
assignee or participant of a Lender or a Holder in accordance with the
applicable provisions of the Operative Agreements to or for the credit or the
account of any Credit Party against and on account of the obligations of any
Credit Party under the Operative Agreements irrespective of whether or not (a)
the Lenders or the Holders shall have made any demand under any Operative
Agreement or (b) the Agent shall have declared any or all of the obligations of
any Credit Party under the Operative Agreements to be due and payable and
although such obligations shall be contingent or unmatured. Notwithstanding the
foregoing, neither the Agent nor any other Financing Party shall exercise, or
attempt to exercise, any right of setoff, banker's lien, or the like, against
any deposit account or property of any Credit Party held by the Agent or any
other Financing Party, without the prior written consent of the Majority Secured
Parties, and any Financing Party violating this provision shall indemnify the
Agent and the other Financing Parties from any and all costs, expenses,
liabilities and damages resulting therefrom. The contractual restriction on the
exercise of setoff rights provided in the foregoing sentence is solely for the
benefit of the Agent and the Financing Parties and may not be enforced by any
Credit Party.

                            [signature pages follow]

                                       62

<PAGE>

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

CONSTRUCTION AGENT
AND LESSEE:                         Convergys Corporation, as the
                                    Construction Agent and as the Lessee


                                    By: /s/ Robert P. Komin, Jr.
                                       -----------------------------------------
                                    Name:   Robert P. Komin, Jr.
                                         ---------------------------------------
                                    Title:  Vice President Finance and Treasurer
                                          --------------------------------------


GUARANTORS:                         CONVERGYS CUSTOMER MANAGEMENT
                                    GROUP Inc., as a Guarantor


                                    By: /s/ Jeffrey P. Poland
                                       -----------------------------------------
                                    Name:   Jeffrey P. Poland
                                         ---------------------------------------
                                    Title:  Sr. Vice President of Finance
                                          --------------------------------------


                                    CONVERGYS INFORMATION MANAGEMENT
                                    GROUP INC., as a Guarantor


                                    By: /s/ Roy T. Heggland
                                       -----------------------------------------
                                    Name:   Roy T. Heggland
                                         ---------------------------------------
                                    Title:  Sr. V.P. and General Counsel
                                          --------------------------------------


OWNER TRUSTEE AND
LESSOR:                             FIRST SECURITY BANK, NATIONAL
                                    ASSOCIATION, not individually, except as
                                    expressly stated herein, but solely as the
                                    Owner Trustee under the CRT Realty Trust
                                    1998-1


                                    By: /s/ Val T. Orton
                                       -----------------------------------------
                                    Name:   Val T. Orton
                                         ---------------------------------------
                                    Title:  Vice President
                                          --------------------------------------

                           [signature pages continued]

<PAGE>

LENDER, HOLDER AND AGENT:           NATIONSBANK, N.A., as a Lender, as a Holder
                                    and as the Agent


                                    By:  /s/ John E. Williams
                                       -----------------------------------------
                                    Name:    John E. Williams
                                         ---------------------------------------
                                    Title:   Sr. Vice President
                                         ---------------------------------------

<PAGE>

                                    EXHIBIT A

                                REQUISITION FORM
   (Pursuant to Sections 4.2, 5.2, 5.3 and 5.4 of the Participation Agreement)

     Convergys Corporation, an Ohio corporation (the "Company") hereby certifies
as true and correct and delivers the following Requisition to NationsBank, N.A.,
as the agent for the Lenders (hereinafter defined) and respecting the Security
Documents, as the agent for the Lenders and the Holders (hereinafter defined),
to the extent of their interests (the "Agent"):

     Reference is made herein to that certain Participation Agreement dated as
of December 31, 1998 (as amended, modified, extended, supplemented, restated
and/or replaced from time to time, the "Participation Agreement") among the
Company, in its capacity as the Lessee and as the Construction Agent, the
various parties thereto from time to time, as the guarantors (the "Guarantors"),
First Security Bank, National Association, as the Owner Trustee, the various
banks and other lending institutions which are parties thereto from time to
time, as holders (the "Holders"), the various banks and other lending
institutions which are parties thereto from time to time, as lenders (the
"Lenders"), and the Agent. Capitalized terms used herein but not otherwise
defined herein shall have the meanings set forth therefor in the Participation
Agreement.

Check one:

     _____ INITIAL CLOSING DATE: ______________________
     (three (3) Business Days prior notice required for Advance)

     _____ PROPERTY CLOSING DATE: _____________________
     (three (3) Business Days prior notice required for Advance)

     _____ CONSTRUCTION ADVANCE DATE: _________________
     (three (3) Business Days prior notice required for Advance)

1.   Transaction Expenses and other fees, expenses and disbursements under
     Sections 7.1(a) or 7.1(b) of the Participation Agreement and any and all
     other amounts contemplated to be financed under the Participation Agreement
     including without limitation any Work, broker's fees, taxes, recording fees
     and the like (with supporting invoices or closing statement attached):

     Party to Whom                         Amount Owed
     Amount is Owed                     (in U.S. Dollars)
     --------------                     -----------------
     ______________                     _________________
     ______________                     _________________
     ______________                     _________________
     ______________                     _________________

                                       A-1

<PAGE>

2.   Description of Land (which shall be a legal description of the Land in
     connection with an Advance to pay Property Acquisition Costs): See attached
     Schedule 1

3.   Description of Improvements: See attached Schedule 2

4.   Description of Equipment: See attached Schedule 3

5.   Description of Work: See attached Schedule 4

6.   Aggregate Loans and Holder Advances requested since the Initial Closing
     Date with respect to each Property for which Advances are requested under
     this Requisition (listed on a Property by Property basis), including
     without limitation all amounts requested under this Requisition: [identify
     on a Property by Property basis]

          $_____________                          [Property]


     In connection with this Requisition, the Company hereby requests that the
Lenders make Loans to the Lessor in the amount of $_____________  and that the
Holders make Holder Advances to the Lessor in the amount of $_________________.

The Company hereby certifies (i) that the foregoing amounts requested do not
exceed the total aggregate of the Available Commitments plus the Available
Holder Commitments and (ii) each of the provisions of the Participation
Agreement applicable to the Loans and Holder Advances requested hereunder have
been complied with as of the date of this Requisition.

     The Company requests the Loans be allocated as follows:

          $______________                           ABR Loans

          $______________                           Eurodollar Loans

     The Company requests the Holder Advances be allocated as follows:

          $______________                           ABR Holder Advances

          $______________                           Eurodollar Holder Advances

                                       A-2

<PAGE>

     The Company has caused this Requisition to the executed by its duly
authorized officer as of this _____ day of ____________, ______.


                                    CONVERGYS CORPORATION


                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________

                                       A-3

<PAGE>

                                   Schedule 1

                               Description of Land
                     (Legal Description and Street Address)

                                       A-4

<PAGE>

                                   Schedule 2

                           Description of Improvements

                                       A-5

<PAGE>

                                   Schedule 3

                            Description of Equipment

================================================================================
General Description            Make            Model            Serial Number
--------------------------------------------------------------------------------

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

                                       A-6

<PAGE>

                                   Schedule 4

                                      Work

          Work Performed for which the Advance is requested:

          ______________________________________________________

          ______________________________________________________

                                       A-7

<PAGE>

                                    EXHIBIT B

                    [Outside Counsel Opinion for the Lessee]
                       (Pursuant to Section 5.3(j) of the
                            Participation Agreement)

                            _____________ _____, 1998


TO THOSE ON THE ATTACHED DISTRIBUTION LIST

     Re:  Synthetic Lease Financing Provided in favor of Convergys Corporation

Dear Sirs:

We have acted as special counsel to Convergys Corporation, an Ohio corporation
(the "Lessee"), and the various parties thereto from time to time, as guarantors
(individually, a "Guarantor" and collectively, the "Guarantors"; individually,
the Lessee and each Guarantor may be referred to herein as a "Credit Party" or
collectively, as the "Credit Parties"), in connection with certain transactions
contemplated by the Participation Agreement dated as of December 31, 1998 (the
"Participation Agreement"), among the Lessee, the Guarantors, First Security
Bank, National Association, as the Owner Trustee (the "Owner Trustee"), the
various banks and other lending institutions which are parties thereto from time
to time, as holders (the "Holders"), the various banks and other lending
institutions which are parties thereto from time to time, as lenders (the
"Lenders") and NationsBank, N.A., as the agent for the Lenders and respecting
the Security Documents, as the agent for the Lenders and the Holders, to the
extent of their interests (the "Agent"). This opinion is delivered pursuant to
Section 5.3(j) of the Participation Agreement. All capitalized terms used
herein, and not otherwise defined herein, shall have the meanings assigned
thereto in Appendix A to the Participation Agreement.

In connection with the foregoing, we have examined originals, or copies
certified to our satisfaction, of [identify the applicable Operative Agreements,
including each Mortgage Instrument, related UCC fixture filings, Additional UCCs
(hereinafter defined), Deeds and Memoranda of Lease] and such other corporate
documents and records of the Credit Parties, certificates of public officials
and representatives of the Credit Parties as to certain factual matters, and
such other instruments and documents which we have deemed necessary or advisable
to examine for the purpose of this opinion. With respect to such examination, we
have assumed (i) the statements of fact made in all such certificates, documents
and instruments are true, accurate and complete; (ii) except as to the Credit
Parties, the due authorization, execution and delivery of the Operative
Agreements by the parties thereto; (iii) the genuineness of all signatures
(except as to the Credit Parties), the authenticity and completeness of all
documents, certificates, instruments, records and corporate records submitted to
us as originals and the conformity to the original instruments of all documents
submitted to us as copies, and the

                                       B-1

<PAGE>

authenticity and completeness of the originals of such copies; (iv) except as to
the Credit Parties, that all parties have all requisite corporate power and
authority to execute, deliver and perform the Operative Agreements; and (v)
except as to the Credit Parties, the enforceability of the Mortgage Instrument,
the Memorandum of Lease and the UCC financing statements against all parties
thereto.

Based on the foregoing, and having due regard for such legal considerations as
we deem relevant, and subject to the limitations and assumptions set forth
herein, including without limitation the matters set forth in the last two (2)
paragraphs hereof, we are of the opinion that:

     (a) The Mortgage Instrument and Memorandum of Lease are enforceable in
accordance with their respective terms, except as limited by laws generally
affecting the enforcement of creditors' rights, which laws will not materially
prevent the realization of the benefits intended by such documents.

     (b) Each form of Mortgage Instrument and UCC fixture filing relating
thereto, attached hereto as Schedules 1 and 2, respectively, is in proper form
for filing and recording with the offices of [identify the recording offices of
the respective county clerks where the Properties are to be located]. Upon
filing of each Mortgage Instrument and UCC fixture filing in [identify the
recording offices of the respective county clerks where the Properties are to be
located], the Agent will have a valid, perfected lien and security interest in
that portion of the Collateral described in such Mortgage Instrument or UCC
fixture filing to the extent such Collateral is comprised of real property
and/or fixtures.

     (c) The forms of UCC financing statements relating to the Security
Documents, attached hereto as Schedule 3 (the "Additional UCCs"), are in proper
form for filing and recording with the offices of [identify (i) the recording
offices of the respective county clerks where the Properties are to be located
and (ii) the Secretary of State where the Properties are to be located]. Upon
filing of the Additional UCCs in [identify (i) the recording offices of the
respective county clerks where the Properties are to be located and (ii) the
Secretary of State where the Properties are to be located], the Agent will have
a valid, perfected lien and security interest in that portion of the Collateral
which can be perfected by filing UCC-1 financing statements under Article 9 of
the UCC.

     (d) Each form of Deed and Memorandum of Lease is in appropriate form for
filing and recording with the [identify the recording offices of the respective
county clerks for the counties where the Properties are to be located].

     (e) Each Memorandum of Lease, when filed and recorded with the [identify
the recording offices of the respective county clerks for the counties where the
Properties are to be located], will have been filed and recorded in all public
offices in the State of [__________] in which filing or recording is necessary
to provide constructive notice of the Lease to third Persons and to establish of
record the interest of the Lessor thereunder as to the Properties described in
each such Memorandum of Lease.

                                       B-2

<PAGE>

     (f) Title to the Properties located in the State of [___________] may be
held in the name of the Owner Trustee as follows: First Security Bank, National
Association, not individually, but solely as the Owner Trustee under the CRT
Realty Trust 1998-1.

     (g) The execution and delivery by First Security Bank, National
Association, individually or as the Owner Trustee, as the case may be, of the
Operative Agreements to which it is a party and compliance by First Security
Bank, National Association, individually or as the Owner Trustee, with all of
the provisions thereof do not and will not contravene any law, rule or
regulation of [identify the state].

     (h) By reason of their participation in the transaction contemplated under
the Operative Agreements, none of the Agent, the Lenders, the Holders or the
Owner Trustee has to (a) qualify as a foreign corporation in [identify the
state], (b) file any application or any designation for service of process in
[identify the state] or (c) pay any franchise, income, sales, excise, stamp or
other taxes of any kind to [identify the state].

     (i) The provisions in the Operative Agreements concerning Rent, interest,
fees, prepayment premiums and other similar charges do not violate the usury
laws or other similar laws regulating the use or forbearance of money of
[identify the state].

     (j) If the transactions contemplated by the Operative Agreements are
characterized as a lease transaction by a court of competent jurisdiction, the
Lease and the applicable Lease Supplement shall demise to the Lessee a valid
leasehold interest in the Properties described in such Lease Supplement.

     (k) If the transactions contemplated by the Operative Agreements are
characterized as a loan transaction by a court of competent jurisdiction, the
combination of the Mortgage Instruments, the Deeds, the Lease and the applicable
Lease Supplements (and the other Operative Agreements incorporated therein by
reference) are sufficient to create a valid, perfected lien or security interest
in the Properties therein described, enforceable as a mortgage in [identify the
state].

This opinion is limited to the matters stated herein and no opinion is implied
or may be inferred beyond the matters stated herein. This opinion is based on
and is limited to the laws of the State of [___________] and the federal laws of
the United States of America. Insofar as the foregoing opinion relates to
matters of law other than the foregoing, no opinion is hereby given.

                                       B-3

<PAGE>

This opinion is for the sole benefit of the Lessee, the Construction Agent, the
Guarantors, the Owner Trustee, the Holders, the Lenders, the Agent and their
respective successors and assigns and may not be relied upon by any other person
other than such parties and their respective successors and assigns without the
express written consent of the undersigned. The opinions expressed herein are as
of the date hereof and we make no undertaking to amend or supplement such
opinions if facts come to our attention or changes in the current law of the
jurisdictions mentioned herein occur which could affect such opinions.

                                                  Very truly yours,

                                                  [LESSEE'S OUTSIDE COUNSEL]

                                       B-4

<PAGE>

                                Distribution List

NationsBank, N.A., as the Agent, a Holder and a Lender

The various banks and other lending institutions which are parties to the
Participation Agreement from time to time, as additional Holders

The various banks and other lending institutions which are parties to the
Participation Agreement from time to time, as additional Lenders

Convergys Corporation, as the Construction Agent and the Lessee

The various parties to the Participation Agreement from time to time, as the
Guarantors

First Security Bank, National Association, not individually, but solely as the
Owner Trustee under the CRT Realty Trust 1998-1

                                       B-5

<PAGE>

                                   Schedule 1

                           Form of Mortgage Instrument

                                       B-6

<PAGE>

                                   Schedule 2

                          Forms of UCC Fixture Filings

                                       B-7

<PAGE>

                                   Schedule 3

                        Forms of UCC Financing Statements

                                       B-8

<PAGE>

                                    EXHIBIT C

                              CONVERGYS CORPORATION

                              OFFICER'S CERTIFICATE
           (Pursuant to Section 5.3(z) of the Participation Agreement)

     Convergys Corporation, an Ohio corporation (the "Company"), DOES HEREBY
CERTIFY as follows:

     1.   Each and every representation and warranty of each Credit Party
          contained in the Operative Agreements to which it is a party is true
          and correct on and as of the date hereof.

     2.   No Default or Event of Default has occurred and is continuing under
          any Operative Agreement.

     3.   Each Operative Agreement to which any Credit Party is a party is in
          full force and effect with respect to it.

     4.   Each Credit Party has duly performed and complied with all covenants,
          agreements and conditions contained in the Participation Agreement
          (hereinafter defined) or in any Operative Agreement required to be
          performed or complied with by it on or prior to the date hereof.

Capitalized terms used in this Officer's Certificate and not otherwise defined
herein have the respective meanings ascribed thereto in the Participation
Agreement dated as of December 31, 1998, among the Company, as the Lessee and as
the Construction Agent, the various parties thereto from time to time, as
guarantors (the "Guarantors"), First Security Bank, National Association, as the
Owner Trustee, the various banks and other lending institutions which are
parties thereto from time to time, as holders (the "Holders"), the various banks
and other lending institutions which are parties thereto from time to time, as
lenders (the "Lenders") and NationsBank, N.A., as the agent for the Lenders and
respecting the Security Documents, as the agent for the Lenders and the Holders,
to the extent of their interests (the "Agent").

IN WITNESS WHEREOF, the Company has caused this Officer's Certificate to be duly
executed and delivered as of this _____ day of ____________, 1998.


                                        CONVERGYS CORPORATION


                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________

                                       C-1

<PAGE>

                                    EXHIBIT D

                             [NAME OF CREDIT PARTY]

                             SECRETARY'S CERTIFICATE
                             -----------------------
          (Pursuant to Section 5.3(aa) of the Participation Agreement)

     [NAME OF CREDIT PARTY], a [__________] corporation (the "Company") DOES
HEREBY CERTIFY as follows:

     1.   Attached hereto as Schedule 1 is a true, correct and complete copy of
          the resolutions of the Board of Directors of the Company duly adopted
          by the Board of Directors of the Company on ___________. Such
          resolutions have not been amended, modified or rescinded since their
          date of adoption and remain in full force and effect as of the date
          hereof.

     2.   Attached hereto as Schedule 2 is a true, correct and complete copy of
          the Articles of Incorporation of the Company on file in the Office of
          the Secretary of State of ___________. Such Articles of Incorporation
          have not been amended, modified or rescinded since their date of
          adoption and remain in full force and effect as of the date hereof.

     3.   Attached hereto as Schedule 3 is a true, correct and complete copy of
          the Bylaws of the Company. Such Bylaws have not been amended, modified
          or rescinded since their date of adoption and remain in full force and
          effect as of the date hereof.

     4.   The persons named below now hold the offices set forth opposite their
          names, and the signatures opposite their names and titles are their
          true and correct signatures.

            Name                   Office                    Signature
            ----                   ------                    ---------

     ___________________   ______________________   ____________________________

     ___________________   ______________________   ____________________________

                                       D-1

<PAGE>

IN WITNESS WHEREOF, the Company has caused this Secretary's Certificate to be
duly executed and delivered as of this ______ day of ___________, ________.


                                          [NAME OF CREDIT PARTY]


                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________

                                       D-2

<PAGE>

                                   Schedule 1

                                Board Resolutions

                                       D-3

<PAGE>

                                   Schedule 2

                            Articles of Incorporation

                                       D-4

<PAGE>

                                   Schedule 3

                                     Bylaws

                                       D-5

<PAGE>

                                    EXHIBIT E

                    FIRST SECURITY BANK, NATIONAL ASSOCIATION

                              OFFICER'S CERTIFICATE
          (Pursuant to Section 5.3(cc) of the Participation Agreement)

     FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association,
not individually (except with respect to paragraph 1 below, to the extent any
such representations and warranties are made in its individual capacity) but
solely as the owner trustee under the CRT Realty Trust 1998-1 (the "Owner
Trustee"), DOES HEREBY CERTIFY as follows:

     1.   Each and every representation and warranty of the Owner Trustee
          contained in the Operative Agreements to which it is a party is true
          and correct on and as of the date hereof.

     2.   Each Operative Agreement to which the Owner Trustee is a party is in
          full force and effect with respect to it.

     3.   The Owner Trustee has duly performed and complied with all covenants,
          agreements and conditions contained in the Participation Agreement
          (hereinafter defined) or in any Operative Agreement required to be
          performed or complied with by it on or prior to the date hereof.

Capitalized terms used in this Officer's Certificate and not otherwise defined
herein have the respective meanings ascribed thereto in the Participation
Agreement dated as of December 31, 1998, among Convergys Corporation, as the
Lessee and as the Construction Agent, the various parties thereto from time to
time, as guarantors (the "Guarantors"), the Owner Trustee, the various banks and
other lending institutions which are parties thereto from time to time, as
holders (the "Holders"), the various banks and other lending institutions which
are parties thereto from time to time, as lenders (the "Lenders") and
NationsBank, N.A., as the agent for the Lenders and respecting the Security
Documents, as the agent for the Lenders and the Holders, to the extent of their
interests (the "Agent").

                                       E-1

<PAGE>

IN WITNESS WHEREOF, the Owner Trustee has caused this Officer's Certificate to
be duly executed and delivered as of this __________ day of _________, _____.

                                        FIRST SECURITY BANK, NATIONAL
                                        ASSOCIATION, not individually, except as
                                        expressly stated herein, but solely as
                                        the Owner Trustee under the CRT Realty
                                        Trust 1998-1


                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________

                                       E-2

<PAGE>

                                    EXHIBIT F

                    FIRST SECURITY BANK, NATIONAL ASSOCIATION

                             SECRETARY'S CERTIFICATE
          (Pursuant to Section 5.3(dd) of the Participation Agreement)

                       CERTIFICATE OF ASSISTANT SECRETARY

     I, ____________________, duly elected and qualified Assistant  Secretary of
the Board of Directors of First Security Bank, National Association (the
"Association"), hereby certify as follows:

     1. The Association is a National Banking Association duly organized,
validly existing and in good standing under the laws of the United States. With
respect thereto the following is noted:

     A.   Pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et
          seq., the Comptroller of the Currency charters and exercises
          regulatory and supervisory authority over all National Banking
          Associations;

     B.   On December 9, 1881, the First National Bank of Ogden, Utah was
          chartered as a National Banking Association under the laws of the
          United States and under Charter No. 2597;

     C.   On October 2, 1922, in connection with a consolidation of The First
          National Bank of Ogden, Ogden, Utah, and The Utah National Bank of
          Ogden, Ogden, Utah, the title was changed to "The First & Utah
          National Bank of Ogden"; on January 18, 1923, The First & Utah
          National Bank of Ogden changed its title to "First Utah National Bank
          of Ogden"; on January 19, 1926, the title was changed to "First
          National Bank of Ogden"; on February 24, 1934, the title was changed
          to "First Security Bank of Utah, National Association"; on June 21,
          1996, the title was changed to "First Security Bank, National
          Association"; and

     D.   First Security Bank, National Association, Ogden, Utah, continues to
          hold a valid certificate to do business as a National Banking
          Association.

     2. The Association's Articles of Association, as amended, are in full force
and effect, and a true, correct and complete copy is attached hereto as Schedule
A and incorporated herein by reference. Said Articles were last amended October
20, 1975, as required by law on notice at a duly called special meeting of the
shareholders of the Association.

                                       F-1

<PAGE>

     3. The Association's By-Laws, as amended, are in full force and effect; and
a true, correct and complete copy is attached hereto as Schedule B and
incorporated herein by reference. Said By-Laws, still in full force and effect,
were adopted September 17, 1942, by resolution, after proper notice of
consideration and adoption of By-Laws was given to each and every shareholder,
at a regularly called meeting of the Board of Directors with a quorum present.

     4. Pursuant to the authority vested in it by an Act of Congress approved
December 23, 1913 and known as the Federal Reserve Act, as amended, the Federal
Reserve Board (now the Board of Governors of the Federal Reserve System) has
granted to the Association now known as "First Security Bank, National
Association" of Ogden, Utah, the right to act, when not in contravention of
State or local law, as trustee, executor, administrator, registrar of stocks and
bonds, guardian of estates, assignee, receiver, committee of estates of
lunatics, or in any other fiduciary capacity in which State banks, trust
companies or other corporations which come into competition with National Banks
are permitted to act under the laws of the State of Utah; and under the
provisions of applicable law, the authority so granted remains in full force and
effect.

     5. Pursuant to authority vested by Act of Congress (12 U.S.C. 92a and 12
U.S.C. 481, as amended) the Comptroller of the Currency has issued Regulation 9,
as amended, dealing, in part, with the Fiduciary Powers of National Banks, said
regulation providing in subparagraph 9.7 (a) (1-2):

     (1)  The board of directors is responsible for the proper exercise of
          fiduciary powers by the Bank. All matters pertinent thereto, including
          the determination of policies, the investment and disposition of
          property held in fiduciary capacity, and the direction and review of
          the actions of all officers, employees, and committees utilized by the
          Bank in the exercise of its fiduciary powers, are the responsibility
          of the board. In discharging this responsibility, the board of
          directors may assign, by action duly entered in the minutes, the
          administration of such of the Bank's fiduciary powers as it may
          consider proper to assign to such director(s), officer(s), employee(s)
          or committee(s) as it may designate.

     (2)  No fiduciary account shall be accepted without the prior approval of
          the board, or of the director(s), officer(s), or committee(s) to whom
          the board may have designated the performance of that responsibility..
          ..

     6. A Resolution relating to Exercise of Fiduciary Powers was adopted by the
Board of Directors at a meeting held July 26, 1994 at which time there was a
quorum present; said resolution is still in full force and effect and has not
been rescinded. Said resolution is attached hereto as Schedule C and
incorporated herein by reference.

                                       F-2

<PAGE>

     7. A Resolution relating to the Designation of Officers and Employees to
Exercise Fiduciary Powers was adopted by the Trust Policy Committee at a meeting
held February 7, 1996 at which time a quorum was present; said resolution is
still in full force and effect and has not been rescinded. Said resolution is
attached hereto as Schedule D and is incorporated herein by reference.

     8. Attached hereto as Schedule E and incorporated herein by reference, is a
listing of facsimile signatures of persons authorized (herein "Authorized
Signatory or Signatories") on behalf of the Association and its Trust Group to
act in exercise of its fiduciary powers subject to the resolutions in Paragraphs
6 and 7, above.

     9. The principal office of the First Security Bank, National Association,
Trust Group and of its departments, except for the St. George, Utah, Ogden,
Utah, and Provo, Utah, branch offices, is located at 79 South Main Street, Salt
Lake City, Utah 84111 and all records relating to fiduciary accounts are located
at such principal office of the Trust Group or in storage facilities within Salt
Lake County, Utah, except for those of the Ogden, Utah, St. George, Utah, and
Provo, Utah, branch offices, which are located at said office.

     10. Each Authorized Signatory (i) is a duly elected or appointed, duly
qualified officer or employee of the Association; (ii) holds the office or job
title set forth below his or her name on the date hereof; (iii) and the
facsimile signature appearing opposite the name of each such officer or employee
is a true replica of his or her signature.

                                       F-3

<PAGE>

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Association this ____________ day of __________________, ______.

(SEAL)


                                        ________________________________________
                                        R. James Steenblik
                                        Senior Vice President
                                        Assistant Secretary

                                       F-4

<PAGE>

                                   Schedule A

                             Articles of Association

                                       F-5

<PAGE>

                                   Schedule B

                                     Bylaws

                                       F-6

<PAGE>

                                   Schedule C

                             Resolution Relating to
                          Exercise of Fiduciary Powers

                                       F-7

<PAGE>

                                   Schedule D

                           Resolution Relating to the
                      Designation of Officers and Employees
                          To Exercise Fiduciary Powers

                                       F-8

<PAGE>

                                   Schedule E

                       Authorized Signatory or Signatories

                                       F-9

<PAGE>

                                   EXHIBIT G

                 [Outside Counsel Opinion for the Owner Trustee]
                       (Pursuant to Section 5.3(ee) of the
                            Participation Agreement)

                            ___________ _____, 1998

TO THOSE ON THE ATTACHED DISTRIBUTION LIST

     Re: Amended and Restated Trust Agreement dated as of December 31, 1998

Dear Sirs:

     We have acted as special counsel for First Security Bank, National
Association, a national banking association, in its individual capacity ("FSB")
and in its capacity as trustee (the "Owner Trustee") under the Amended and
Restated Trust Agreement dated as of December 31, 1998 (the "Trust Agreement"),
by and among it and the various banks and other lending institutions which are
parties thereto from time to time, as holders (the "Holders"), in connection
with the execution and delivery by the Owner Trustee of the Operative Agreements
to which it is a party. Except as otherwise defined herein, the terms used
herein shall have the meanings set forth in Appendix A to the Participation
Agreement dated as of December 31,1998 (the "Participation Agreement") by and
among Convergys Corporation (the "Lessee"), the various parties thereto from
time to time, as guarantors (the "Guarantors"), First Security Bank, National
Association, as the Owner Trustee, the Holders, the various banks and other
lending institutions which are parties thereto from time to time, as lenders
(the "Lenders") and NationsBank, N.A., as the agent for the Lenders and
respecting the Security Documents, as the agent for the Lenders and the Holders,
to the extent of their interests (the "Agent").

     We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records and other instruments as
we have deemed necessary or advisable for the purpose of rendering this opinion.

Based upon the foregoing, we are of the opinion that:

     1. FSB is a national banking association duly organized, validly existing
and in good standing under the laws of the United States of America and each of
FSB and the Owner Trustee has under the laws of the State of Utah and federal
banking law the power and authority to enter into and perform its obligations
under the Trust Agreement and each other Operative Agreement to which it is a
party.

     2. The Owner Trustee is the duly appointed trustee under the Trust
Agreement.

                                       G-1

<PAGE>

     3. The Trust Agreement has been duly authorized, executed and delivered by
one (1) of the officers of FSB and, assuming due authorization, execution and
delivery by the Holders, is a legal, valid and binding obligation of the Owner
Trustee (and to the extent set forth therein, against FSB), enforceable against
the Owner Trustee (and to the extent set forth therein, against FSB) in
accordance with its terms, and the Trust Agreement creates under the laws of the
State of Utah for the Holders the beneficial interest in the Trust Estate it
purports to create and is a valid trust under the laws of the State of Utah.

     4. The Operative Agreements to which it is party have been duly authorized,
executed and delivered by FSB, and, assuming due authorization, execution and
delivery by the other parties thereto, are legal, valid and binding obligations
of FSB, enforceable against FSB in accordance with their respective terms.

     5. The Operative Agreements to which it is party have been duly authorized,
executed and delivered by the Owner Trustee, and, assuming due authorization,
execution and delivery by the other parties thereto, are legal, valid and
binding obligations of the Owner Trustee, enforceable against the Owner Trustee
in accordance with their respective terms. The Notes and Certificates have been
duly issued, executed and delivered by the Owner Trustee, pursuant to
authorization contained in the Trust Agreement, and the Certificates are
entitled to the benefits and security afforded by the Trust Agreement in
accordance with its terms and the terms of the Trust Agreement.

     6. The execution and delivery by each of FSB and the Owner Trustee of the
Trust Agreement and the Operative Agreements to which it is a party, and
compliance by FSB or the Owner Trustee, as the case may be, with all of the
provisions thereof do not and will not contravene any Laws applicable to or
binding on FSB, or as the Owner Trustee, or contravene the provisions of, or
constitute a default under, its charter documents or by-laws or, to our
knowledge after due inquiry, any indenture, mortgage contract or other agreement
or instrument to which FSB or Owner Trustee is a party or by which it or any of
its property may be bound or affected.

     7. The execution and delivery of the Operative Agreements by each of FSB
and the Owner Trustee and the performance by each of FSB and the Owner Trustee
of their respective obligations thereunder does not require on or prior to the
date hereof the consent or approval of, the giving of notice to, the
registration or filing with, or the taking of any action in respect of any
Governmental Authority or any court.

     8. Assuming that the trust created by the Trust Agreement is treated as a
grantor trust for federal income tax purposes within the contemplation of
Section 671 through 678 of the Internal Revenue Code of 1986, there are no fees,
taxes, or other charges (except taxes imposed on fees payable to the Owner
Trustee) payable to the State of Utah or any political subdivision thereof in
connection with the execution, delivery or performance by the Owner Trustee, the
Agent, the Lenders, the Lessee or the Holders, as the case may be, of the
Operative Agreements or in connection with the acquisition of any Property by
the Owner Trustee or in connection with the making by any Holder of its
investment in the Trust or its acquisition of the beneficial interest

                                       G-2

<PAGE>

in the Trust Estate or in connection with the issuance and acquisition of the
Certificates, or the Notes, and neither the Owner Trustee, the Trust Estate nor
the trust created by the Trust Agreement will be subject to any fee, tax or
other governmental charge (except taxes on fees payable to the Owner Trustee)
under the laws of the State of Utah or any political subdivision thereof on,
based on or measured by, directly or indirectly, the gross receipts, net income
or value of the Trust Estate by reason of the creation or continued existence of
the trust under the terms of the Trust Agreement pursuant to the laws of the
State of Utah or the Owner Trustee's performance of its duties under the Trust
Agreement.

     9. There is no fee, tax or other governmental charge under the laws of the
State of Utah or any political subdivision thereof in existence on the date
hereof on, based on or measured by any payments under the Certificates, Notes or
the beneficial interest in the Trust Estate, by reason of the creation of the
trust under the Trust Agreement pursuant to the laws of the State of Utah or the
Owner Trustee's performance of its duties under the Trust Agreement within the
State of Utah.

     10. Upon the filing of the financing statement on form UCC-1 in the form
attached hereto as Schedule 1 with the Utah Division of Corporation and
Commercial Code, the Agent's security interest in the Trust Estate, for the
benefit of the Lenders and the Holders, will be perfected, to the extent that
such perfection is governed by Article 9 of the Uniform Commercial Code as in
effect in the State of Utah (the "Utah UCC").

     Your attention is directed to the Utah UCC, which provides, in part, that a
filed financing statement which does not state a maturity date or which states a
maturity date of more than five (5) years is effective only for a period of five
(5) years from the date of filing, unless within six (6) months prior to the
expiration of said period a continuation statement is filed in the same office
or offices in which the original statement was filed. The continuation statement
must be signed by the secured party, identify the original statement by file
number and state that the original statement is still effective. Upon the timely
filing of a continuation statement, the effectiveness of the original financing
statement is continued for five (5) years after the last date to which the
original statement was effective. Succeeding continuation statements may be
filed in the same manner to continue the effectiveness of the original
statement.

The foregoing opinions are subject to the following assumptions, exceptions and
qualifications:

     A. We are attorneys admitted to practice in the State of Utah and in
rendering the foregoing opinions we have not passed upon, or purported to pass
upon, the laws of any jurisdictions other than the State of Utah and the federal
banking law governing the banking and trust powers of FSB. In addition, without
limiting the foregoing we express no opinion with respect to (i) federal
securities laws, including the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, and the Trust Indenture Act of
1939, as amended, (ii) the Federal Aviation Act of 1958, as amended, (iii) the
Federal Communications Act of 1934, as amended, or (iv) state securities or blue
sky laws. Insofar as the foregoing opinions relate to the legality, validity,
binding effect and enforceability of the documents involved in these
transactions, which by their terms are governed by the laws of a state other
than Utah, we have

                                       G-3

<PAGE>

assumed that the laws of such state (as to which we express no opinion), are in
all material aspects identical to the laws of the State of Utah.

     B. The opinions set forth in paragraphs 3, 4, and 5 above are subject to
the qualification that enforceability of the Trust Agreement and the other
Operative Agreements to which FSB and the Owner Trustee are parties, in
accordance with their respective terms, may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium, receivership or similar laws affecting
enforcement of creditors' rights generally, and (ii) general principles of
equity, regardless of whether such enforceability is considered in a proceeding
in equity or at law.

     C. As to the documents involved in these transactions, we have assumed that
each is a legal, valid and binding obligation of each party thereto, other than
FSB or the Owner Trustee, and is enforceable against each such party in
accordance with their respective terms.

     D. We have assumed that all signatures, other than those of the Owner
Trustee or FSB, on documents and instruments involved in these transactions are
genuine, that all documents and instruments submitted to us as originals are
authentic, and that all documents and instruments submitted to us as copies
conform with the originals, which facts we have not independently verified.

     E. We do not purport to be experts in respect of, or express any opinion
concerning laws, rules or regulations applicable to the particular nature of the
equipment or property involved in these transactions.

     F. We have made no investigation of, and we express no opinion concerning,
the nature of the title to any part of the equipment or property involved in
these transactions or the priority of any mortgage or security interest.

     G. We have assumed that the Participation Agreement and the transactions
contemplated thereby are not within the prohibitions of Section 406 of the
Employee Retirement Income Security Act of 1974.

     H. In addition to any other limitation by operation of law upon the scope,
meaning, or purpose of this opinion, the opinions expressed herein speak only as
of the date hereof. We have no obligation to advise the recipients of this
opinion (or any third party) and make no undertaking to amend or supplement such
opinions if facts come to our attention or changes in the current law of the
jurisdictions mentioned herein occur which could affect such opinions the legal
analysis, a legal conclusion or any information confirmation herein.

     I. This opinion is for the sole benefit of the Lessee, the Construction
Agent, the Guarantors, the Owner Trustee, the Holders, the Lenders, the Agent
and their respective successors and assigns in matters directly related to the
Participation Agreement or the transaction contemplated thereunder and may not
be relied upon by any other person other than such parties and their respective
successors and assigns without the express written consent of

                                       G-4

<PAGE>

the undersigned. The opinions expressed in this letter are limited to the matter
set forth in this letter, and no other opinions should be inferred beyond the
matters expressly stated.

                                                          Very truly yours,

                                                          RAY, QUINNEY & NEBEKER

                                                          M. John Ashton

                                       G-5

<PAGE>

                               Distribution List

NationsBank, N.A., as the Agent, a Holder and a Lender

The various banks and other lending institutions which are parties to the
Participation Agreement from time to time, as additional Holders

The various banks and other lending institutions which are parties to the
Participation Agreement from time to time, as additional Lenders

Convergys Corporation, as the Construction Agent and the Lessee

The various parties to the Participation Agreement from time to time, as the
Guarantors

First Security Bank, National Association, not individually, but solely as the
Owner Trustee under the CRT Realty Trust 1998-1

                                       G-6

<PAGE>

                                    EXHIBIT H

                    [Outside Counsel Opinion for the Lessee]
          (Pursuant to Section 5.3(ff) of the Participation Agreement)

                                 _______________, 1998


TO THOSE ON THE ATTACHED DISTRIBUTION LIST

     Re: Synthetic Lease Financing Provided in favor of Convergys Corporation

Dear Sirs:

We have acted as special counsel to Convergys Corporation, an Ohio corporation
(the "Lessee") and the Guarantors (hereinafter defined) in connection with
certain transactions contemplated by the Participation Agreement dated as of
December 31, 1998 (the "Participation Agreement"), among the Lessee, the various
parties thereto from time to time, as guarantors (the "Guarantors"), First
Security Bank, National Association, as the Owner Trustee (the "Owner Trustee"),
the various banks and other lending institutions which are parties thereto from
time to time, as holders (the "Holders"), the various banks and other lending
institutions which are parties thereto from time to time, as lenders (the
"Lenders") and NationsBank, N.A., as the agent for the Lenders and respecting
the Security Documents, as the agent for the Lenders and the Holders, to the
extent of their interests (the "Agent"). This opinion is delivered pursuant to
Section 5.3(ff) of the Participation Agreement. All capitalized terms used
herein, and not otherwise defined herein, shall have the meanings assigned
thereto in Appendix A to the Participation Agreement.

In connection with the foregoing, we have examined originals, or copies
certified to our satisfaction, of the Operative Agreements, and such other
corporate, partnership or limited liability company documents and records of the
Credit Parties, certificates of public officials and representatives of the
Credit Parties as to certain factual matters, and such other instruments and
documents which we have deemed necessary or advisable to examine for the purpose
of this opinion. With respect to such examination, we have assumed (i) the
statements of fact made in all such certificates, documents and instruments are
true, accurate and complete; (ii) the due authorization, execution and delivery
of the Operative Agreements by the parties thereto other than the Credit
Parties; (iii) the genuineness of all signatures (other than the signatures of
persons signing on behalf of the Credit Parties), the authenticity and
completeness of all documents, certificates, instruments, records and corporate
records submitted to us as originals and the conformity to the original
instruments of all documents submitted to us as copies, and the authenticity and
completeness of the originals of such copies; (iv) that all parties other than
the Credit Parties have all requisite corporate power and authority to execute,
deliver and perform the Operative Agreements; and (v) the enforceability of the
Operative Agreements against all

                                       H-1

<PAGE>

parties thereto other than the Credit Parties and respecting the opinion set
forth below in section (i), First Security Bank, National Association,
individually or as the Owner Trustee, as the case may be. We have further
assumed that the laws of the States of [state of lawyer's admission] and
[governing law of Participation Agreement] are substantively identical.

Based on the foregoing, and having due regard for such legal considerations as
we deem relevant, and subject to the limitations and assumptions set forth
herein, including without limitation the matters set forth in the last two (2)
paragraphs hereof, we are of the opinion that:

     (a) Each Credit Party is a [corporation, partnership or limited liability
company] duly [incorporated or organized], validly existing and in good standing
under the laws of the state of its [incorporation/formation] and has the power
and authority to conduct its business as presently conducted and to execute,
deliver and perform its obligations under the Operative Agreements to which it
is a party. Each Credit Party is duly qualified to do business in all
jurisdictions in which its failure to so qualify would materially impair its
ability to perform its obligations under the Operative Agreements to which it is
a party or its financial position or its business as now and now proposed to be
conducted.

     (b) The execution, delivery and performance by each Credit Party of the
Operative Agreements to which it is a party have been duly authorized by all
necessary [corporate] action on the part of each Credit Party and the Operative
Agreements to which each Credit Party is a party have been duly executed and
delivered by each Credit Party.

     (c) The Operative Agreements to which each Credit Party is a party
constitute valid and binding obligations of each Credit Party enforceable
against each Credit Party in accordance with the terms thereof, subject to
bankruptcy, insolvency, liquidation, reorganization, fraudulent conveyance, and
similar laws affecting creditors' rights generally, and general principles of
equity (regardless of whether the application of such principles is considered
in a proceeding in equity or at law).

     (d) The execution and delivery by each Credit Party of the Operative
Agreements to which it is a party and compliance by each Credit Party with all
of the provisions thereof do not and will not (i) contravene the provisions of,
or result in any breach of or constitute any default under, or result in the
creation of any Lien (other than Permitted Liens and Lessor Liens) upon any of
its property under, its [Articles of Incorporation By-Laws, operating agreement,
partnership agreement or other similar document of formation] or any indenture,
mortgage, chattel mortgage, deed of trust, lease, conditional sales contract,
bank loan or credit agreement or other agreement or instrument to which any
Credit Party is a party or by which any Credit Party or any property of any
Credit Party may be bound or affected, or (ii) contravene any Laws or any order
of any Governmental Authority applicable to or binding on any Credit Party.

     (e) No Governmental Action by, and no notice to or filing with, any
Governmental Authority is required for the due execution, delivery or
performance by any Credit Party of any of the Operative Agreements to which any
Credit Party is a party or for the acquisition, ownership, construction and
completion of the Properties, except for those which have been obtained.

                                       H-2

<PAGE>

     (f) Except as set forth on Schedule 1 hereto, there are no actions, suits
or proceedings pending or to our knowledge, threatened against any Credit Party
in any court or before any Governmental Authority, that concern the Properties
or the interest of any Credit Party therein or that question the validity or
enforceability of any Operative Agreement to which any Credit Party is a party
or the overall transaction described in the Operative Agreements to which any
Credit Party is a party.

     (g) Neither the nature of the Properties, nor any relationship between any
Credit Party and any other Person, nor any circumstance in connection with the
execution, delivery and performance of the Operative Agreements to which any
Credit Party is a party is such as to require any approval of stockholders of,
or approval or consent of any trustee or holders of indebtedness of, any Credit
Party, except for such approvals and consents which have been duly obtained and
are in full force and effect.

     (h) The Security Documents which have been executed and delivered as of the
date of this opinion create, for the benefit of the Agent, the security
interests in the Collateral described therein which by their terms such Security
Documents purport to create. Upon filing of the UCC-1 financing statements
(attached hereto as Schedule 2) relating to the Security Documents in the
recording offices of (A) the respective county clerk where the principal place
of business of the Lessee is located and (B) the Secretary of State where the
principal place of business of the Lessee is located, the Agent will have a
valid, perfected lien and security interest in that portion of the Collateral
which can be perfected by the filing of UCC-1 financing statements under Article
9 of the UCC in [identify the state].

     (i) The Operative Agreements to which First Security Bank, National
Association, individually or as the Owner Trustee, is a party constitute valid
and binding obligations of such party and are enforceable against First Security
Bank, National Association, individually or as the Owner Trustee, as the case
may be, in accordance with the terms thereof, subject to bankruptcy, insolvency,
liquidation, reorganization, fraudulent conveyance, and similar laws affecting
creditors, rights generally, and general principles of equity (regardless of
whether the application of such principles is considered in a proceeding in
equity or at law).

     (j) The issuance, sale and delivery of the Notes and the issuance and
delivery of the Certificates under the circumstances contemplated by the
Participation Agreement do not, under existing law, require registration of the
Notes or the Certificates being issued on the date hereof under the Securities
Act of 1933, as amended, or the qualification of the Loan Agreement under the
Trust Indenture Act of 1939, as amended.

     This opinion is limited to the matters stated herein and no opinion is
implied or may be inferred beyond the matters stated herein. This opinion is
based on and is limited to the laws of the States of [__________], and the
federal laws of the United States of America. Insofar as the foregoing opinion
relates to matters of law other than the foregoing, no opinion is hereby given.

                                       H-3

<PAGE>

This opinion is for the sole benefit of the Lessee, the Construction Agent, the
Guarantors, the Owner Trustee, the Holders, the Lenders, the Agent and their
respective successors and assigns and may not be relied upon by any other person
other than such parties and their respective successors and assigns without the
express written consent of the undersigned. The opinions expressed herein are as
of the date hereof and we make no undertaking to amend or supplement such
opinions if facts come to our attention or changes in the current law of the
jurisdictions mentioned herein occur which could affect such opinions.

                                                 Very truly yours,

                                                 [LESSEE'S OUTSIDE COUNSEL]

                                       H-4

<PAGE>

                                Distribution List

NationsBank, N.A., as the Agent, a Holder and a Lender

The various banks and other lending institutions which are parties to the
Participation Agreement from time to time, as additional Holders

The various banks and other lending institutions which are parties to the
Participation Agreement from time to time, as additional Lenders

Convergys Corporation, as the Construction Agent and the Lessee

The various parties to the Participation Agreement from time to time, as the
Guarantors

First Security Bank, National Association, not individually, but solely as the
Owner Trustee under the CRT Realty Trust 1998-1

                                       H-5

<PAGE>

                                   Schedule 1
                                  (Litigation)

                                       H-6

<PAGE>

                                   Schedule 2
                          (UCC-1 Financing Statements)

                                       H-7

<PAGE>

                                    EXHIBIT I

                              CONVERGYS CORPORATION

                              OFFICER'S CERTIFICATE
            (Pursuant to Section 5.5 of the Participation Agreement)

     Convergys Corporation, an Ohio corporation (the "Company") DOES HEREBY
CERTIFY as follows:

1.   The address for the subject Property is ___________________________________
     _________________________________.

2.   The Completion Date for the construction of Improvements at the Property
     occurred on ________________.

3.   The aggregate Property Cost for the Property was $ ___________.

4.   Attached hereto as Schedule 1 is the detailed, itemized documentation
     supporting the asserted Property Cost figures.

5.   All representations and warranties of the Company in each Operative
     Agreement and in each certificate delivered pursuant thereto are true and
     correct as of the Completion Date.

Capitalized terms used in this Officer's Certificate and not otherwise defined
have the respective meanings ascribed thereto in the Participation Agreement
dated as of December 31, 1998, among the Company, as the Lessee and as the
Construction Agent, the various parties thereto from time to time, as guarantors
(the "Guarantors"), First Security Bank, National Association, as the Owner
Trustee, the various banks and other lending institutions which are parties
thereto from time to time, as holders (the "Holders"), the various banks and
other lending institutions which are parties thereto from time to time, as
lenders (the "Lenders"), NationsBank, N.A., as the agent for the Lenders and
respecting the Security Documents, as the agent for the Lenders and the Holders,
to the extent of their interests.

         [The remainder of this page has been intentionally left blank.]

                                       I-1

<PAGE>

IN WITNESS WHEREOF, the Company has caused this Officer's Certificate to be duly
executed and delivered as of this ______ day of _______________, ________.

                                   CONVERGYS CORPORATION


                                   By:__________________________________________
                                   Name:________________________________________
                                   Title:_______________________________________

                                       I-2

<PAGE>

                                   Schedule I

          (Itemized Documentation in Support of Asserted Property Cost)

                                       I-3

<PAGE>

                                    EXHIBIT J

                             [Intentionally Omitted]

                                       J-1

<PAGE>

                                    EXHIBIT K

                      [Description of Material Litigation]
           (Pursuant to Section 6.2(d) of the Participation Agreement)

     The Credit Parties have no material litigation to disclose pursuant to
Section 6.2(d) of the Participation Agreement.

                                       K-1

<PAGE>

                                    EXHIBIT L

            [States of Incorporation/Formation and Principal Place of
                           Business of Each Guarantor]
           (Pursuant to Section 6.2(i) of the Participation Agreement)

<TABLE>
<CAPTION>
                                                     State of           State of Principal
               Guarantors                     Incorporation/Formation   Place of Business
               ----------                     -----------------------   ------------------
<S>                                                    <C>                    <C>
Convergys Information Management Group Inc.            Ohio                   Ohio

Convergys Customer Management Group Inc.               Ohio                   Ohio
</TABLE>

                                       L-1

<PAGE>

                                    EXHIBIT M

                              CONVERGYS CORPORATION

                        OFFICER'S COMPLIANCE CERTIFICATE
           (Pursuant to Section 8.3(l) of the Participation Agreement)

     The undersigned, on behalf of Convergys Corporation, an Ohio corporation
(the "Company"), hereby certifies to NationsBank, N.A., as agent for the Lenders
and the Holders, to the extent of their interests (the "Agent"), under the
Participation Agreement dated as of December 31, 1998 (as amended, modified,
supplemented, restated and/or replaced from time to time, the "Participation
Agreement") among Convergys Corporation in its capacity as the Lessee and as the
Construction Agent, the various parties thereto from time to time, as the
Guarantors, First Security Bank, National Association, as the Owner Trustee, the
various banks and other lending institutions which are parties thereto from time
to time, as the Holders, the various banks and other lending institutions which
are parties thereto from time to time, as the Lenders, and the Agent, as
follows:

     1. This Certificate is delivered to you pursuant to Section 8.3(l) of the
Participation Agreement. Capitalized terms used herein and not defined herein
shall have the meanings assigned thereto in the Participation Agreement.

     2. I have reviewed the financial statements of the Company and its
Consolidated Subsidiaries dated as of _____________, ________ and for the fiscal
quarter then ended and such statements fairly present the financial condition of
the Company and its Consolidated Subsidiaries as of the dates indicated and the
results of its operations and cash flows for the period indicated.

     3. I have reviewed the terms of the Operative Agreements and have made, or
caused to be made under my supervision, a review in reasonable detail of the
transactions and the condition of the Company and its Consolidated Subsidiaries
during the accounting period covered by the financial statements referred to in
Paragraph 2 above. Such review has not disclosed the existence during or at the
end of such accounting period of any condition or event that constitutes a
Default or Event of Default, nor do I have any knowledge of the existence of any
such condition or event as at the date of this Certificate.

     4. The Senior Debt Rating from Moody's is ____, the Senior Debt Rating from
S&P is ____ and the Consolidated Net Worth, the Consolidated Interest Coverage
Ratio and the Consolidated Leverage Ratio and calculations determining such
figures are set forth on the attached Schedule 1. The Company and its
Consolidated Subsidiaries are in compliance with the covenants referenced in
Section 8.3 of the Participation Agreement.

                                       M-1

<PAGE>

     WITNESS the following signature as of the _________ day of ________, _____.

                                   CONVERGYS CORPORATION


                                   By:__________________________________________
                                   Name:________________________________________
                                   Title:_______________________________________

                                       M-2

<PAGE>

                                   Schedule 1
                                       to
                        Officer's Compliance Certificate

                                     [DATE]

1. Consolidated Net Worth:     _________________.

2. Consolidated Interest Coverage Ratio: _______________.

3. Consolidated Leverage Ratio:  ______________.

                                       M-3

<PAGE>

--------------------------------------------------------------------------------

                                   Appendix A
                         Rules of Usage and Definitions

--------------------------------------------------------------------------------

                                I. Rules of Usage

The following rules of usage shall apply to this Appendix A and the Operative
Agreements (and each appendix, schedule, exhibit and annex to the foregoing)
unless otherwise required by the context or unless otherwise defined therein:

     (a) Except as otherwise expressly provided, any definitions set forth
herein or in any other document shall be equally applicable to the singular and
plural forms of the terms defined.

     (b) Except as otherwise expressly provided, references in any document to
articles, sections, paragraphs, clauses, annexes, appendices, schedules or
exhibits are references to articles, sections, paragraphs, clauses, annexes,
appendices, schedules or exhibits in or to such document.

     (c) The headings, subheadings and table of contents used in any document
are solely for convenience of reference and shall not constitute a part of any
such document nor shall they affect the meaning, construction or effect of any
provision thereof.

     (d) References to any Person shall include such Person, its successors,
permitted assigns and permitted transferees.

     (e) Except as otherwise expressly provided, reference to any agreement
means such agreement as amended, modified, extended, supplemented, restated
and/or replaced from time to time in accordance with the applicable provisions
thereof.

     (f) Except as otherwise expressly provided, references to any law includes
any amendment or modification to such law and any rules or regulations issued
thereunder or any law enacted in substitution or replacement therefor.

     (g) When used in any document, words such as "hereunder", "hereto",
"hereof" and "herein" and other words of like import shall, unless the context
clearly indicates to the contrary, refer to the whole of the applicable document
and not to any particular article, section, subsection, paragraph or clause
thereof.

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

<PAGE>

     (i) References herein to "attorney's fees", "legal fees", "costs of
counsel" or other such references shall be deemed to include the allocated cost
of in-house counsel.

     (j) Each of the parties to the Operative Agreements and their counsel have
reviewed and revised, or requested revisions to, the Operative Agreements, and
the usual rule of construction that any ambiguities are to be resolved against
the drafting party shall be inapplicable in the construction and interpretation
of the Operative Agreements and any amendments or exhibits thereto.

     (k) Capitalized terms used in any Operative Agreements which are not
defined in this Appendix A but are defined in another Operative Agreement shall
have the meaning so ascribed to such term in the applicable Operative Agreement.

                                 II. Definitions

     "ABR" shall mean, for any day, a rate per annum equal to the greater of (a)
the Prime Lending Rate in effect on such day, and (b) the Federal Funds
Effective Rate in effect on such day plus one-half of one percent (0.5%). For
purposes hereof: "Prime Lending Rate" shall mean the rate which the Agent
announces from time to time as its prime lending rate as in effect from time to
time. The Prime Lending Rate is a reference rate and does not necessarily
represent the lowest or best rate actually charged to any customer. Any Lender
may make commercial loans or other loans at rates of interest at, above or below
the Prime Lending Rate. The Prime Lending Rate shall change automatically and
without notice from time to time as and when the prime lending rate of the Agent
changes. Federal Funds Effective Rate" shall mean, for any period, a fluctuating
interest rate per annum equal for each day during such period to the weighted
average of the rates on overnight Federal funds transactions with members or the
Federal Reserve System arranged by Federal funds brokers, as published for such
day (or, if such day is not a Business Day, for 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 such day
on such transactions received by the Agent from three (3) Federal funds brokers
of recognized standing selected by it. Any change in the ABR due to a change in
the Prime Lending 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
Lending Rate or the Federal Funds Effective Rate, respectively.

     "ABR Holder Advance" shall mean a Holder Advance bearing a Holder Yield
based on the ABR.

     "ABR Loans" shall mean Loans the rate of interest applicable to which is
based upon the ABR.

     "Acceleration" shall have the meaning given to such term in Section 6 of
the Credit Agreement.

                                  Appendix A-5

<PAGE>

     "Accounts" shall have the meaning given to such term in Section 1 of the
Security Agreement.

     "Acquisition Advance" shall have the meaning given to such term in Section
5.3 of the Participation Agreement.

     "Acquisition Loan" shall mean any Loan made in connection with an
Acquisition Advance.

     "Advance" shall mean a Construction Advance or an Acquisition Advance.

     "Affiliate" shall mean, with respect to any Person, any Person or group
acting in concert in respect of the Person in question that, directly or
indirectly, controls or is controlled by or is under common control with such
Person.

     "After Tax Basis" shall mean, with respect to any payment to be received,
the amount of such payment increased so that, after deduction of the amount of
all taxes required to be paid by the recipient calculated at the then maximum
marginal rates generally applicable to Persons of the same type as the
recipients with respect to the receipt by the recipient of such amounts (less
any tax savings realized as a result of the payment of the indemnified amount),
such increased payment (as so reduced) is equal to the payment otherwise
required to be made.

     "Agency Agreement" shall mean the Agency Agreement, dated on or about the
Initial Closing Date between the Construction Agent and the Lessor.

     "Agency Agreement Event of Default" shall mean an "Event of Default" as
defined in Section 5.1 of the Agency Agreement.

     "Agent" shall mean NationsBank, N.A., as agent for the Lenders pursuant to
the Credit Agreement, or any successor agent appointed in accordance with the
terms of the Credit Agreement and respecting the Security Documents, for the
Lenders and the Holders, to the extent of their interests.

     "Applicable Percentage" shall mean, for any day, with respect to any
Eurodollar Loan, Eurodollar Holder Advance or the Facility Fee, as the case may
be, the appropriate applicable percentages referenced in the following pricing
grid (calculated on a per annum basis), based upon the ratings by Moody's and
S&P, respectively, applicable on such date for the Senior Debt Rating:

                                  Appendix A-6

<PAGE>

                             SENIOR DEBT RATING GRID

<TABLE>
<CAPTION>
                                           Applicable   Applicable   Applicable
                                           Percentage   Percentage   Percentage
                                           for          for          for           Tranche A   Tranche B
                   Senior Debt Rating      Eurodollar   Eurodollar   Eurodollar    Lender      Lender      Holder
                ------------------------   Tranche A    Tranche B    Holder        Facility    Facility    Facility
Pricing Level   S&P              Moody's   Loans        Loans        Advances      Fee         Fee         Fee
-------------   ------------------------   ----------   ----------   -----------   ---------   ---------   --------
<S>             <C>                          <C>          <C>           <C>          <C>         <C>        <C>
Level I         BBB+ or higher or            0.325%       0.325%        1.075%       0.125%      0.125%     0.875%
                Baa1 or higher

Level II        BBB or Baa2                  0.375%       0.375%        1.125%       0.150%      0.150%     0.900%

Level III       BBB- or Baa3                 0.500%       0.500%        1.250%       0.175%      0.175%     0.925%

Level IV        BB+ or lower and             0.750%       0.750%        1.500%       0.250%      0.250%     1.000%
                Ba1 or lower
</TABLE>

     For purposes of the foregoing, (i) if either Moody's or S&P shall not have
in effect a Senior Debt Rating (other than by reason of the circumstances
referred to in the last sentence of this definition), then such rating agency
shall be deemed to have established a rating at Level IV; (ii) if the ratings
established or deemed to have been established by Moody's and S&P for the Senior
Debt Rating shall fall within different Levels, then (A) if both such ratings
are at or above Level III, the Applicable Percentage shall be based on the
higher of the two ratings unless one of the two ratings is two or more Levels
lower than the other, in which case the Applicable Percentage shall be
determined by reference to the Level next above that of the lower of the two
ratings and (B) if one or both of such ratings is below Level III, the
Applicable Percentage shall be determined by reference to the lower of the two
ratings and (iii) if the ratings established or deemed to have been established
by Moody's and S&P for the Senior Debt Rating shall be changed (other than as a
result of a change in the rating system of Moody's or S&P), such change shall be
effective as of the date on which it is first announced by the applicable rating
agency. Each change in the Applicable Percentage shall apply during the period
commencing on the effective date of such change and ending on the date
immediately preceding the effective date of the next such change. If the rating
system of Moody's or S&P shall change, or if either such rating agency shall
cease to be in the business of rating corporate debt obligations, the Lessee,
the Lenders and the Holders shall negotiate in good faith to amend this
definition to reflect such changed rating system or the unavailability of
ratings from such rating agency and, pending the effectiveness of any such
amendment, the Applicable Percentage shall be determined by reference to the
rating most recently in effect prior to such change or cessation. Any adjustment
in the Applicable Percentage shall be applicable to all existing Eurodollar
Loans, Eurodollar Holder Advances and the Facility Fee as well as any new
Eurodollar Loans and Eurodollar Holder Advances made or issued.

     "Appraisal" shall mean, with respect to any Property, an appraisal to be
delivered in connection with the Participation Agreement or in accordance with
the terms of the Lease, in each case prepared by a reputable appraiser
reasonably acceptable to the Agent, which in the judgment of counsel to the
Agent, complies with all of the provisions of the Financial Institutions Reform,
Recovery and Enforcement Act of 1989, as amended, the rules and regulations
adopted pursuant thereto, and all other applicable Legal Requirements.

                                  Appendix A-7

<PAGE>

     "Appraisal Procedure" shall have the meaning given such term in Section
22.4 of the Lease.

     "Approved State" shall mean each of the following: Florida and any other
state within the continental United States proposed by the Lessee and consented
to in writing by the Agent.

     "Appurtenant Rights" shall mean (a) 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 underlying the Improvements or the Improvements, including without
limitation the use of any streets, ways, alleys, vaults or strips of land
adjoining, abutting, adjacent or contiguous to the Land and (b) all permits,
licenses and rights, whether or not of record, appurtenant to such Land or the
Improvements.

     "Available Commitment" shall mean, as to any Lender at any time, an amount
equal to the excess, if any, of (a) the amount of such Lender's Commitment over
(b) the aggregate principal amount of all Loans made by such Lender as of such
date after giving effect to Section 5.2(d) of the Participation Agreement (but
without giving effect to any other repayments or prepayments of any Loans
hereunder).

     "Available Holder Commitments" shall mean an amount equal to the excess, if
any, of (a) the aggregate amount of the Holder Commitments over (b) the
aggregate amount of the Holder Advances made since the Initial Closing Date
after giving effect to Section 5.2(d) of the Participation Agreement (but
without giving effect to any other repayments or prepayments of any Holder
Advances).

     "Bankruptcy Code" shall mean Title 11 of the U. S. Code entitled
"Bankruptcy," as now or hereafter in effect or any successor thereto.

     "Basic Documents" shall mean the following: the Participation Agreement,
the Agency Agreement, the Trust Agreement, the Certificates, the Credit
Agreement, the Notes, the Lease and the Security Agreement.

     "Basic Rent" shall mean, the sum of (a) the Loan Basic Rent and (b) the
Lessor Basic Rent, calculated as of the applicable date on which Basic Rent is
due.

     "Basic Term" shall have the meaning specified in Section 2.2 of the Lease.

     "Basic Term Commencement Date" shall have the meaning specified in Section
2.2 of the Lease.

     "Basic Term Expiration Date" shall have the meaning specified in Section
2.2 of the Lease.

     "Bill of Sale" shall mean a Bill of Sale regarding Equipment in form and
substance satisfactory to the Agent.

                                  Appendix A-8

<PAGE>

     "Board" shall mean the Board of Governors of the Federal Reserve System of
the United States (or any successor).

     "Borrower" shall mean the Owner Trustee, not in its individual capacity but
as Borrower under the Credit Agreement.

     "Borrowing Date" shall mean any Business Day specified in a notice
delivered pursuant to Section 2.3 of the Credit Agreement as a date on which the
Lessor requests the Lenders to make Loans hereunder.

     "Bridge Financing" shall mean any and all obligations of (a) the Borrower
pursuant to the Bridge Loan and (b) the Owner Trustee pursuant to the Bridge
Holder Advances.

     "Bridge Holder Advance" shall mean any and all obligations of the Owner
Trustee to NationsBank, N.A. pursuant to that certain holder certificate dated
September 10, 1998 in the original principal amount of $150,000.00 and all
related documentation, as extended pursuant to the First Amendment to Various
Bridge Documents dated as of October 30, 1998 and the Second Amendment to
Various Bridge Documents dated as of November 30, 1998, each among the Owner
Trustee, Convergys Corporation, Cincinnati Bell Information Systems Inc. (a
predecessor in interest to Convergys Information Management Group, Inc.) and
Matrixx Marketing Inc. (a predecessor in interest to Convergys Customer
Management Group, Inc.).

     "Bridge Loan" shall mean any and all obligations of the Borrower to
NationsBank, N.A. pursuant to that certain promissory note dated September 10,
1998 in the original principal amount of $4,850,000 and all related
documentation, as extended pursuant to the First Amendment to Various Bridge
Documents dated as of October 30, 1998 and the Second Amendment to Various
Bridge Documents dated as of November 30, 1998, each among the Owner Trustee,
Convergys Corporation, Cincinnati Bell Information Systems Inc. (a predecessor
in interest to Convergys Information Management Group, Inc.) and Matrixx
Marketing Inc. (a predecessor in interest to Convergys Customer Management
Group, Inc.).

     "Budgeted Total Property Cost" shall mean, at any date of determination
with respect to any Construction Period Property, an amount equal to the
aggregate amount which the Construction Agent in good faith expects to be
expended in order to achieve Completion with respect to such Property.

     "Business Day" shall mean a day other than a Saturday, Sunday or other day
on which commercial banks in Charlotte, North Carolina or any other states from
which the Agent, any Lender or any Holder funds or engages in administrative
activities with respect to the transactions under the Operative Agreements are
authorized or required by law to close; provided, however, that when used in
connection with a Eurodollar Loan, the term "Business Day" shall also exclude
any day on which banks are not open for dealings in dollar deposits in the
London interbank market.

                                  Appendix A-9

<PAGE>

     "Capital Lease" shall mean (a) any lease of any property that would, in
accordance with GAAP, be required to be classified and accounted for as a
capital lease on the balance sheet of the lessee thereunder and (b) the Lease
and any other tax retention operating lease or synthetic lease that is treated
as a capital lease of the lessee thereunder or its consolidated group for tax
purposes.

     "Capital Lease Obligation" shall mean, with respect to any Capital Lease,
the amount of the obligation of the lessee thereunder that would, in accordance
with GAAP, appear on a balance sheet as a liability of such lessee in respect of
such Capital Lease (or such amount similarly calculated for any Capital Lease
that does not appear on a balance sheet), net of any government grant applicable
to such Capital Lease.

     "Consolidated Debt" shall mean, at any time, the aggregate (without
duplication) of all Debt of Convergys and its Subsidiaries as of such date,
determined on a consolidated basis, in accordance with GAAP.

     "Capital Stock" shall mean any nonredeemable capital stock of any Credit
Party or any of its Subsidiaries, whether common or preferred.

     "Casualty" shall mean any damage or destruction of all or any portion of
the Property as a result of a fire or other casualty.

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

     "Certificate" shall mean a Certificate in favor of each Holder regarding
the Holder Commitment of such Holder issued pursuant to the terms and conditions
of the Trust Agreement in favor of each Holder.

     "Change of Control" shall mean (a) the acquisition of ownership, directly
or indirectly, beneficially or of record, by any Person or group (within the
meaning of the Securities Exchange Act of 1934 and the rules of the Securities
and Exchange Commission thereunder as in effect on the date hereof), of shares
representing more than twenty five percent (25%) of the aggregate ordinary
voting power represented by the issued and outstanding capital stock of the
Lessee; (b) occupation of a majority of the seats (other than vacant seats) on
the board of directors of the Lessee by Persons who were neither (i) nominated
by the board of directors of the Lessee nor (ii) appointed by directors so
nominated; or (c) the acquisition of direct or indirect Control of the Lessee by
any Person or group.

     "Chattel Paper" shall have the meaning given to such term in Section 1 of
the Security Agreement.

                                 Appendix A-10

<PAGE>

     "Claims" shall mean any and all obligations, liabilities, losses, actions,
suits, penalties, claims, demands, costs and expenses (including without
limitation reasonable attorney's fees and expenses) of any nature whatsoever.

     "Closing Date" shall mean the Initial Closing Date and each Property
Closing Date.

     "Code" shall mean the Internal Revenue Code of 1986 together with rules and
regulations promulgated thereunder, as amended from time to time, or any
successor statute thereto.

     "Collateral" shall mean all assets of the Lessor, the Construction Agent
and the Lessee, now owned or hereafter acquired, upon which a Lien is purported
to be created by one or more of the Security Documents.

     "Commitment" shall mean, as to any Lender, the obligation of such Lender to
make the portion of the Loans to the Lessor in an aggregate principal amount at
any time outstanding not to exceed the amount set forth opposite such Lender's
name on Schedule 2.1 of the Credit Agreement, as such amount may be increased or
reduced from time to time in accordance with the provisions of the Operative
Agreements (including without limitation pursuant to Section 5.13 of the
Participation Agreement).

     "Commitment Percentage" shall mean, as to any Lender at any time, the
percentage which such Lender's Commitment then constitutes of the aggregate
Commitments (or, at any time after the Commitments shall have expired or
terminated, the percentage which the aggregate principal amount of such Lender's
Loans then outstanding constitutes of the aggregate principal amount of all of
the Loans then outstanding), and such Commitment Percentage shall take into
account both the Lender's Tranche A Commitment and the Lender's Tranche B
Commitment.

     "Commitment Period" shall mean the period from and including the Initial
Closing Date to and including the Construction Period Termination Date, or such
earlier date as the Commitments shall terminate as provided in the Credit
Agreement or the Holder Commitment shall terminate as provided in the Trust
Agreement.

     "Company Obligations" shall mean the obligations of Convergys, in any and
all capacities under and with respect to the Operative Agreements and each
Property.

     "Completion" shall mean, with respect to a Property, such time as the
acquisition, installation, testing and final completion of the Improvements on
such Property has been achieved in accordance with the Plans and Specifications,
the Agency Agreement and/or the Lease, and in compliance with all Legal
Requirements and Insurance Requirements and a certificate of occupancy has been
issued with respect to such Property by the appropriate governmental entity
(except if non-compliance, individually or in the aggregate, shall not have and
could not reasonably be expected to have a Material Adverse Effect). If the
Lessor purchases a Property that includes existing Improvements that are to be
immediately occupied by the Lessee without any improvements financed pursuant to
the Operative Agreements, the date of Completion for such Property shall be the
Property Closing Date.

                                 Appendix A-11

<PAGE>

     "Completion Date" shall mean, with respect to a Property, the earlier of
(a) the date on which Completion for such Property has occurred or (b) the
Construction Period Termination Date.

     "Condemnation" shall mean any taking or sale of the use, access, occupancy,
easement rights or title to any Property or any part thereof, wholly or
partially (temporarily or permanently), by or on account of any actual or
threatened eminent domain proceeding or other taking of action by any Person
having the power of eminent domain, including without limitation an action by a
Governmental Authority to change the grade of, or widen the streets adjacent to,
any Property or alter the pedestrian or vehicular traffic flow to any Property
so as to result in a change in access to such Property, or by or on account of
an eviction by paramount title or any transfer made in lieu of any such
proceeding or action.

     "Consolidated Debt" shall mean, at any time, the aggregate (without
duplication) of all Debt of the Lessee and its Subsidiaries as of such date,
determined on a consolidated basis determined in accordance with GAAP.

     "Consolidated EBIT" shall mean, for the Lessee and its Subsidiaries on a
consolidated basis, the sum of Consolidated Net Income plus Consolidated
Interest Expense plus federal, state and local income taxes paid, plus any
extraordinary or non-recurring losses, minus any extraordinary or non-recurring
gains, in each case determined in accordance with GAAP applied on a consistent
basis. Except as expressly provided otherwise, the applicable period shall be
for the four consecutive fiscal quarters ending as of the date of determination.

     "Consolidated EBITDA" shall mean, for the Lessee and its Subsidiaries on a
consolidated basis, the sum of Consolidated EBIT plus depreciation and
amortization, plus any other non-cash items (other than accruals reducing
EBITDA), minus all other non-cash items increasing EBITDA, in each case
determined in accordance with GAAP applied on a consistent basis. Except as
expressly provided otherwise, the applicable period shall be for the four (4)
consecutive fiscal quarters of the Lessee ending as of the date of
determination.

     "Consolidated Interest Coverage Ratio" shall mean, as of the last day of
any fiscal quarter of the Lessee, the ratio of Consolidated EBIT to Consolidated
Interest Expense for the period of four (4) consecutive fiscal quarters of the
Lessee ending as of the date of determination.

     "Consolidated Interest Expense" shall mean, for any period for the Lessee
and its Subsidiaries on a consolidated basis, all interest expense, including
the amortization of debt discount and premium, the interest component under
Capital Leases and the implied interest component under securitization
transactions, in each case determined in accordance with GAAP applied on a
consistent basis. Except as expressly provided otherwise, the applicable period
shall be for the four (4) consecutive fiscal quarters ending as of the date of
determination.

                                 Appendix A-12

<PAGE>

     "Consolidated Leverage Ratio" shall mean, as of the last day of any fiscal
quarter, the ratio of Consolidated Debt on such day to Consolidated EBITDA for
the period of four (4) consecutive fiscal quarters of the Lessee ending as of
such day.

     "Consolidated Net Income" shall mean, for any period for the Lessee and its
Subsidiaries on a consolidated basis, net income as determined in accordance
with GAAP applied on a consistent basis. Except as expressly provided otherwise
(including without limitation for purposes of Section 8.3(v)(ii)), the
applicable period shall be for the four (4) consecutive fiscal quarters of the
Lessee ending as of the date of determination.

     "Consolidated Net Worth" shall mean, for any period for the Lessee and its
Subsidiaries on a consolidated basis, net worth as determined in accordance with
GAAP applied on a consistent basis. Except as expressly provided otherwise, the
applicable period shall be for the four (4) consecutive fiscal quarters of the
Lessee ending as of the date of determination.

     "Consolidated Subsidiary" shall mean, as to any Person, any Subsidiary of
such Person which under the rules of GAAP consistently applied should have its
financial results consolidated with those of such Person for purposes of
financial accounting statements.

     "Construction Advance" shall mean an advance of funds to pay Property Costs
pursuant to Section 5.4 of the Participation Agreement.

     "Construction Agent" shall mean Convergys, as the construction agent under
the Agency Agreement.

     "Construction Budget" shall mean the cost of acquisition, installation,
testing, constructing and developing any Property as determined by the
Construction Agent in its reasonable, good faith judgment.

     "Construction Commencement Date" shall mean, with respect to Improvements,
the date on which construction of such Improvements commences pursuant to the
Agency Agreement.

     "Construction Contract" shall mean any contract entered into between the
Construction Agent or the Lessee with a Contractor for the construction of
Improvements or any portion thereof on the Property.

     "Construction Loan" shall mean any Loan made in connection with a
Construction Advance.

     "Construction Loan Property Cost" shall mean with respect to each
Construction Period Property at the date of determination, an amount equal to
(a) the aggregate principal amount of Construction Loans made on or prior to
such date with respect to the Property minus (b) the aggregate principal amount
of prepayments or repayments of the Loans allocated to reduce the Construction
Loan Property Cost of such Property pursuant to Section 2.6(c) of the Credit
Agreement.

                                 Appendix A-13

<PAGE>

     "Construction Period" shall mean, with respect to a Property, the period
commencing on the Construction Commencement Date for such Property and ending on
the Completion Date for such Property.

     "Construction Period Property" means, at any date of determination, any
Property as to which the Rent Commencement Date has not occurred on or prior to
such date.

     "Construction Period Termination Date" shall mean (a) the earlier of (i)
the date that the Commitments have been terminated in their entirety in
accordance with the terms of Section 2.5(a) of the Credit Agreement, (ii) the
second anniversary of the Initial Closing Date, (iii) the date upon which a
Lease Event of Default or an Agency Agreement Event of Default shall have
occurred and be continuning and the Financing Parties (or any of them) shall
have elected to exercise remedies with respect thereto or (iv) the Construction
Agent or the Lessee shall have elected to cause any Property to be sold or
otherwise transferred to any Person in accordance with the provisions of the
Operative Agreements or (b) such later date as may be agreed to by the Majority
Secured Parties.

     "Contingent Obligation" shall mean, with respect to any Person, any direct
or indirect liability of such Person with respect to any Debt, lease, dividend,
guaranty, letter of credit or other obligation (the "primary obligation") of
another Person (the "primary obligor"), whether or not contingent, (a) to
purchase, repurchase or otherwise acquire such primary obligations or any
property constituting direct or indirect security therefor, (b) to advance or
provide funds (i) for the payment or discharge of any such primary obligation or
(ii) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency or any balance sheet item, level
of income or financial condition of the primary obligor, (c) to purchase
property, securities or services primarily for the purpose of assuring the owner
of any such primary obligation of the ability of the primary obligor in respect
thereof to make payment of such primary obligation or (d) otherwise to assure or
hold harmless the owner of any such primary obligation against loss or failure
or inability to perform in respect thereof. The amount of any Contingent
Obligation shall be deemed to be an amount equal to the stated or determinable
amount of the primary obligation in respect of which such Contingent Obligation
is made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof as determined by such Person in good faith.

     "Contractor" shall mean each entity with whom the Construction Agent or the
Lessee contracts to construct any Improvements or any portion thereof on the
Property.

     "Control" shall mean the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.

     "Controlled Group" shall mean all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with any Credit Party, are treated as a single
employer under Section 414 of the Code.

                                 Appendix A-14

<PAGE>

     "Convergys" shall mean Convergys Corporation, an Ohio corporation.

     "Co-Owner Trustee" shall have the meaning specified in Section 9.2 of the
Trust Agreement.

     "Credit Agreement" shall mean the Credit Agreement, dated on or about the
Initial Closing Date, among the Lessor, the Agent and the Lenders, as specified
therein.

     "Credit Agreement Default" shall mean any event or condition which, with
the lapse of time or the giving of notice, or both, would constitute a Credit
Agreement Event of Default.

     "Credit Agreement Event of Default" shall mean any event or condition
defined as an "Event of Default" in Section 6 of the Credit Agreement.

     "Credit Documents" shall mean the Participation Agreement, the Agency
Agreement, the Credit Agreement, the Notes and the Security Documents.

     "Credit Parties" shall mean the Construction Agent, the Lessee and each
Guarantor.

     "CRT Realty Trust 1998-1" shall mean the grantor trust created pursuant to
the terms and conditions of the Trust Agreement.

     "Debt" shall mean, with respect to any Person, without duplication, (a) all
indebtedness of such Person for money borrowed, (b) all reimbursement
obligations of such Person with respect to surety bonds, letters of credit and
bankers' acceptances (in each case, whether or not matured), (c) all obligations
of such Person evidenced by notes, bonds, debentures or similar instruments, (d)
all obligations of such Person to pay the deferred purchase price of property or
services (including seller subordinated notes, contingent or otherwise), other
than trade payables, (e) all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to property
acquired by such Person (even though the rights and remedies of the seller or
lender under such agreement in the event of default are limited to repossession
or sale of such property), (f) all Capital Lease Obligations of such Person, (g)
all obligations of such Person to purchase, redeem, retire, defease or otherwise
make any payment in respect of any capital stock or other equity securities
that, by their stated terms (or by the terms of any equity securities issuable
upon conversion thereof or in exchange therefor), or upon the occurrence of any
event, mature or are mandatorily redeemable, or are redeemable at the option of
the holder thereof, in whole or in part, (h) all indebtedness referred to in
clauses (a) through (g) above to the extent secured by any lien on any property
or asset owned or held by such Person regardless of whether the indebtedness
secured thereby shall have been assumed by such Person or is nonrecourse to the
credit of such Person and (i) any Contingent Obligation of such Person.

     "Deed" shall mean a warranty deed regarding the Land and/or Improvements in
form and substance satisfactory to the Agent.

                                 Appendix A-15

<PAGE>

     "Default" shall mean any event, act or condition which with notice or lapse
of time, or both, would constitute an Event of Default.

     "Deficiency Balance" shall have the meaning given in Section 22.1(b) of the
Lease Agreement.

     "Dispute" shall mean any judicial proceeding, dispute, claim or controversy
arising out of, in connection with or relating to any Operative Agreement.

     "Documents" shall have the meaning given to such term in Section 1 of the
Security Agreement.

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

     "Election Notice" shall have the meaning given to such term in Section 20.1
of the Lease.

     "Employee Benefit Plan" or "Plan" shall mean an employee benefit plan
(within the meaning of Section 3(3) of ERISA, including without limitation any
Multiemployer Plan), or any "plan" as defined in Section 4975(e)(1) of the Code
and as interpreted by the Internal Revenue Service and the Department of Labor
in rules, regulations, releases or bulletins in effect on any Closing Date.

     "Environmental Claims" shall mean any investigation, notice, violation,
demand, allegation, action, suit, injunction, judgment, order, consent decree,
penalty, fine, lien, proceeding, or claim (whether administrative, judicial, or
private in nature) arising (a) pursuant to, or in connection with, an actual or
alleged violation of, any Environmental Law, (b) in connection with any
Hazardous Substance, (c) from any abatement, removal, remedial, corrective, or
other response action in connection with a Hazardous Substance, Environmental
Law, or other order of a Tribunal or (d) from any actual or alleged damage,
injury, threat, or harm to health, safety, natural resources, or the
environment.

     "Environmental Laws" shall mean any Law, permit, consent, approval,
license, award, or other authorization or requirement of any Tribunal relating
to emissions, discharges, releases, threatened releases of any Hazardous
Substance into ambient air, surface water, ground water, publicly owned
treatment works, septic system, or land, or otherwise relating to the handling,
storage, treatment, generation, use, or disposal of Hazardous Substances,
pollution or to the protection of health or the environment, including without
limitation CERCLA, the Resource Conservation and Recovery Act, 42 U.S.C. (S)
6901, et seq., and state statutes analogous thereto.

     "Environmental Matters" shall have the meaning given to such term in
Section 11.1(c) of the Participation Agreement.

     "Environmental Violation" shall mean any activity, occurrence or condition
that violates or threatens (if the threat requires remediation under any
Environmental Law and is not

                                 Appendix A-16

<PAGE>

remediated during any grace period allowed under such Environmental Law) to
violate or results in or threatens (if the threat requires remediation under any
Environmental Law and is not remediated during any grace period allowed under
such Environmental Law) to result in noncompliance with any Environmental Law.

     "Equipment" shall mean equipment, apparatus, furnishings, fittings and
personal property of every kind and nature whatsoever purchased, leased or
otherwise acquired using the proceeds of the Loans or the Holder Advances by the
Construction Agent, the Lessee or the Lessor and all improvements and
modifications thereto and replacements thereof, whether or not now owned or
hereafter acquired or now or subsequently attached to, contained in or used or
usable in any way in connection with any operation of any Improvements,
including but without limiting the generality of the foregoing, all equipment
described in the Appraisal including without limitation all heating, electrical,
and mechanical equipment, lighting, switchboards, plumbing, ventilation, air
conditioning and air-cooling apparatus, refrigerating, and incinerating
equipment, escalators, elevators, loading and unloading equipment and systems,
cleaning systems (including without limitation window cleaning apparatus),
telephones, communication systems (including without limitation satellite dishes
and antennae), televisions, computers, sprinkler systems and other fire
prevention and extinguishing apparatus and materials, security systems, motors,
engines, machinery, pipes, pumps, tanks, conduits, appliances, fittings and
fixtures of every kind and description.

     "Equipment Schedule" shall mean (a) each Equipment Schedule attached to the
applicable Requisition and (b) each Equipment Schedule attached to the
applicable Lease Supplement.

     "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended.

     "ERISA Affiliate" shall mean any trade or business (whether or not
incorporated) that, together with the Lessee, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

     "ERISA Event" shall mean (a) any "reportable event", as defined in Section
4043 of ERISA or the regulations issued thereunder with respect to a Plan (other
than an event for which the 30-day notice period is waived); (b) the existence
with respect to any Plan of an "accumulated funding deficiency" (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the
filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any
Plan; (d) the incurrence by the Lessee or any of its ERISA Affiliates of any
liability under Title IV of ERISA with respect to the termination of any Plan;
(e) the receipt by the Lessee or any ERISA Affiliate from the PBGC or a plan
administrator of any notice relating to an intention to terminate any Plan or
Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the
Lessee or any of its ERISA Affiliates of any liability with respect to the
withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the
receipt by the Lessee or any ERISA Affiliate of any notice, or the receipt by
any Multiemployer Plan from the Lessee or any ERISA

                                 Appendix A-17

<PAGE>

Affiliate of any notice, concerning the imposition of Withdrawal Liability or a
determination that a Multiemployer Plan is, or is expected to be, insolvent or
in reorganization, within the meaning of Title IV of ERISA.

     "Eurocurrency Reserve Requirements" shall mean for any day as applied to a
Eurodollar Loan, the aggregate (without duplication) of the maximum rates
(expressed as a decimal) of reserve requirements in effect on such day
(including without limitation basic, supplemental, marginal and emergency
reserves under any regulations of the Board or other Governmental Authority
having jurisdiction with respect thereto) dealing with reserve requirements
prescribed on eurocurrency funding (currently referred to as "Eurocurrency
liabilities" in Regulation D) maintained by a member bank of the Federal Reserve
System.

     "Eurodollar Holder Advance" shall mean a Holder Advance bearing a Holder
Yield based on the Eurodollar Rate.

     "Eurodollar Loans" shall mean Loans the rate of interest applicable to
which is based upon the Eurodollar Rate.

     "Eurodollar Rate" means, for any Eurodollar Loan or Eurodollar Holder
Advance comprising part of the same borrowing or advance (including without
limitation conversions, extensions and renewals), for any Interest Period
therefor, the rate per annum (rounded upwards, if necessary, to the nearest
1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as the
London interbank offered rate for deposits in Dollars at approximately 11:00
a.m. (London time) two Business Days prior to the first day of such Interest
Period for a term comparable to such Interest Period. If for any reason such
rate is not available, the term "Eurodollar Rate" shall mean, for any Eurodollar
Loan or Eurodollar Holder Advance for any Interest Period therefor, the rate per
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on
Reuters Screen LIBO Page as the London interbank offered rate for deposits in
Dollars at approximately 11:00 a.m. (London time) two Business Days prior to the
first day of such Interest Period for a term comparable to such Interest Period;
provided, however, if more than one rate is specified on Reuters Screen LIBO
Page, the applicable rate shall be the arithmetic mean of all such rates
(rounded upwards, if necessary, to the nearest 1/100 of 1%). As used herein,
"Reuters Screen LIBO Page" means the display designated as page "LIBO" on the
Reuters Monitor Money Rates Service (or such other page as may replace the LIBO
page on that service for the purpose of displaying London interbank offered
rates of major banks) ("RMMRS"). In the event the RMMRS is not then quoting such
offered rates, "Eurodollar Rate" shall mean for the Interest Period for each
Eurodollar Loan or Eurodollar Holder Advance comprising part of the same
borrowing or advance (including without limitation conversions, extensions and
renewals), the average (rounded upward to the nearest one sixteenth (1/16) of
one percent (1%)) per annum rate of interest determined by the office of the
Agent (each such determination to be conclusive and binding) as of two (2)
Business Days prior to the first day of such Interest Period, as the effective
rate at which deposits in immediately available funds in U.S. dollars are being,
have been, or would be offered or quoted by the Agent to major banks in the
applicable interbank market for Eurodollar deposits at any time during the
Business Day which is the second Business Day immediately preceding the first
day of such Interest Period, for a term comparable to such Interest Period and
in the amount of the requested Eurodollar Loan

                                 Appendix A-18

<PAGE>

and/or Eurodollar Holder Advance. If no such offers or quotes are generally
available for such amount, then the Agent shall be entitled to determine the
Eurodollar Rate by estimating in its reasonable judgment the per annum rate (as
described above) that would be applicable if such quote or offers were generally
available.

     "Event of Default" shall mean a Lease Event of Default, an Agency Agreement
Event of Default or a Credit Agreement Event of Default.

     "Excepted Payments" shall mean:

          (a) all indemnity payments (including without limitation indemnity
     payments made pursuant to Section 11 of the Participation Agreement),
     whether made by adjustment to Basic Rent or otherwise, to which the Owner
     Trustee, any Holder or any of their respective Affiliates, agents,
     officers, directors or employees is entitled;

          (b) any amounts (other than Basic Rent or Termination Value) payable
     under any Operative Agreement to reimburse the Owner Trustee, any Holder or
     any of their respective Affiliates (including without limitation the
     reasonable expenses of the Owner Trustee, the Trust Company and the Holders
     incurred in connection with any such payment) for performing or complying
     with any of the obligations of any Credit Party under and as permitted by
     any Operative Agreement;

          (c) any amount payable to a Holder by any transferee of such interest
     of a Holder as the purchase price of such Holder's interest in the Trust
     Estate (or a portion thereof);

          (d) any insurance proceeds (or payments with respect to risks
     self-insured or policy deductibles) under liability policies other than
     such proceeds or payments payable to the Agent or any Lender;

          (e) any insurance proceeds under policies maintained by the Owner
     Trustee or any Holder;

          (f) Transaction Expenses or other amounts, fees, disbursements or
     expenses paid or payable to or for the benefit of the Owner Trustee or any
     Holder;

          (g) all right, title and interest of any Holder or the Owner Trustee
     to any Property or any portion thereof or any other property to the extent
     any of the foregoing has been released from the Liens of the Security
     Documents and the Lease pursuant to the terms thereof;

          (h) upon termination of the Credit Agreement pursuant to the terms
     thereof, all remaining property covered by the Lease or Security Documents;

          (i) all payments in respect of the Holder Yield;

                                 Appendix A-19

<PAGE>

          (j) any payments in respect of interest to the extent attributable to
     payments referred to in clauses (a) through (i) above; and

          (k) any rights of either the Owner Trustee or the Trust Company to
     demand, collect, sue for or otherwise receive and enforce payment of any of
     the foregoing amounts, provided that such rights shall not include the
     right to terminate the Lease.

     "Excess Proceeds" shall mean the excess, if any, of the aggregate of all
awards, compensation or insurance proceeds payable in connection with a Casualty
or Condemnation over the Termination Value paid by the Lessee pursuant to the
Lease with respect to such Casualty or Condemnation.

     "Excluded Taxes" shall have the meaning given to such term in Section
11.2(b) of the Participation Agreement.

     "Exculpated Persons" shall mean the Trust Company (except with respect to
the representations and warranties and the other obligations of the Trust
Company pursuant to the Operative Agreements expressly undertaken in its
individual capacity, including without limitation the representations and
warranties of the Trust Company pursuant to Section 6.1 of the Participation
Agreement, the obligations of the Trust Company pursuant to Section 8.2 of the
Participation Agreement and the obligations of the Trust Company pursuant to the
Trust Agreement), the Holders (except with respect to the obligations of the
Holders pursuant to the Participation Agreement and the Trust Agreement
expressly undertaken in their respective individual capacities), their officers,
directors, shareholders and partners.

     "Exempt Payments" shall have the meaning specified in Section 11.2(e) of
the Participation Agreement.

     "Expiration Date" shall mean the later to occur of either (a) the Basic
Term Expiration Date or (b) the last day of the applicable Renewal Term;
provided, in no event shall the Expiration Date be later than the annual
anniversary of the Initial Closing Date occurring in the year 2003, unless such
later date has been expressly agreed to in writing by each of the Lessor, the
Lessee, the Agent, the Lenders and the Holders.

     "Facility Fee" shall mean, collectively, the Holder Facility Fee and the
Lender Facility Fee.

     "Facility Fee Payment Date" shall mean the last Business Day of each March,
June, September and December and the last Business Day of the Term.

     "Fair Market Sales Value" shall mean, with respect to any Property, the
amount, which in any event, shall not be less than zero (0), that would be paid
in cash in an arms-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, such Property. Fair Market Sales

                                 Appendix A-20

<PAGE>

Value of any Property shall be determined based on the assumption that, except
for purposes of Section 17 of the Lease, such Property is in the condition and
state of repair required under Section 10.1 of the Lease and each Credit Party
is in compliance with the other requirements of the Operative Agreements.

     "Federal Funds Effective Rate" shall have the meaning given to such term in
the definition of ABR.

     "Financing Parties" shall mean the Lessor, the Owner Trustee, in its trust
capacity, the Agent, the Holders and the Lenders.

     "Fixtures" shall mean all fixtures relating to the Improvements, including
without limitation all components thereof, located in or on the Improvements,
together with all replacements, modifications, alterations and additions
thereto.

     "Force Majeure Event" shall mean any event beyond the control of the
Construction Agent, other than a Casualty or Condemnation, including without
limitation strikes or lockouts (but only when the Construction Agent is legally
prevented from securing replacement labor or materials as a result thereof),
adverse soil conditions, acts of God, adverse weather conditions, inability to
obtain labor or materials after all possible efforts have been expended by the
Construction Agent, governmental activities, civil commotion and enemy action;
but excluding any event, cause or condition that results from the Construction
Agent's financial condition.

     "Form 1001" shall have the meaning specified in Section 11.2(e) of the
Participation Agreement.

     "Form 4224" shall have the meaning specified in Section 11.2(e) of the
Participation Agreement.

     "Future Advances" shall have the meaning specified in Section 5.2 of the
Lease.

     "GAAP" shall mean generally accepted accounting principles set forth in the
opinions and pronouncements of the accounting principles board of the American
Institute of Certified Public Accountants, and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession, that are applicable to the circumstances as of the date of
determination.

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

                                 Appendix A-21

<PAGE>

     "Governmental Authority" shall mean any nation or government, any state or
other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

     "Ground Lease" shall mean a ground lease (in form and substance
satisfactory to the Agent) respecting any Property (a) owned by any Credit Party
(or a parent corporation or any Subsidiary of any Credit Party) and leased to
the Lessor where such lease has at least a ninety-nine (99) year term and
payments set at no more than $1.00 per year, or (b) where such lease is subject
to such other terms and conditions as are satisfactory to the Agent, and shall
include but shall not be limited to that certain Ground Lease Agreement dated as
of September 10, 1998 from Lessee to the Owner Trustee of that certain land in
Seminole County, Florida, as described more particularly in the Exhibit A
attached thereto.

     "Guarantors" shall mean the various parties to the Participation Agreement
from time to time, as guarantors of the Construction Agent and the Lessee with
respect to the Operative Agreements and the Properties.

     "Hard Costs" shall mean all costs and expenses payable for supplies,
materials, labor and profit with respect to the Improvements under any
Construction Contract.

     "Hazardous Substance" shall mean any of the following: (a) any petroleum or
petroleum product, explosives, radioactive materials, asbestos, formaldehyde,
polychlorinated biphenyls, lead and radon gas; (b) any substance, material,
product, derivative, compound or mixture, mineral, chemical, waste, gas, medical
waste, or pollutant, in each case whether naturally occurring, man-made or the
by-product of any process, that is toxic, harmful or hazardous to the
environment or human health or safety as determined in accordance with any
Environmental Law; or (c) any substance, material, product, derivative, compound
or mixture, mineral, chemical, waste, gas, medical waste or pollutant that would
support the assertion of any claim under any Environmental Law, whether or not
defined as hazardous as such under any Environmental Law.

     "Holder Advance" shall mean any advance made by any Holder to the Owner
Trustee pursuant to the terms of the Trust Agreement or the Participation
Agreement.

     "Holder Amount" shall mean as of any date, the aggregate amount of Holder
Advances made by each Holder to the Trust Estate pursuant to Section 2 of the
Participation Agreement and Section 3.1 of the Trust Agreement less any payments
of any Holder Advances received by the Holders pursuant to Section 3.4 of the
Trust Agreement.

     "Holder Commitments" shall mean $900,000, as such amount may be increased
or reduced from time to time in accordance with the provisions of the Operative
Agreements (including without limitation pursuant to Section 5.13 of the
Participation Agreement); provided, if there shall be more than one (1) Holder,
the Holder Commitment of each Holder shall be as set forth in Schedule I to the
Trust Agreement as such Schedule I may be amended and replaced

                                 Appendix A-22

<PAGE>

from time to time (including without limitation pursuant to Section 5.13 of the
Participation Agreement).

     "Holder Construction Property Cost" shall mean, with respect to each
Construction Period Property, at any date of determination, an amount equal to
the outstanding Holder Advances made with respect thereto under the Trust
Agreement.

     "Holder Facility Fee" shall have the meaning given to such term in Section
7.4 of the Participation Agreement.

     "Holder Overdue Rate" shall mean the lesser of (a) the then current rate of
Holder Yield respecting the particular amount in question plus two percent (2%)
and (b) the highest rate permitted by applicable law.

     "Holder Property Cost" shall mean with respect to a Property an amount
equal to the outstanding Holder Advances with respect thereto.

     "Holder Yield" shall mean with respect to Holder Advances from time to time
either the Eurodollar Rate plus the Applicable Percentage or the ABR as elected
by the Owner Trustee from time to time with respect to such Holder Advances in
accordance with the terms of the Trust Agreement; provided, however, (a) upon
delivery of the notice described in Section 3.7(c) of the Trust Agreement, the
outstanding Holder Advances of each Holder shall bear a yield at the ABR
applicable from time to time from and after the dates and during the periods
specified in Section 3.7(c) of the Trust Agreement, and (b) upon the delivery by
a Holder of the notice described in Section 11.3(f) of the Participation
Agreement, the Holder Advances of such Holder shall bear a yield at the ABR
applicable from time to time after the dates and during the periods specified in
Section 11.3(f) of the Participation Agreement.

     "Holders" shall mean NationsBank, N.A., and shall include the other banks
and financial institutions which may be from time to time holders of
Certificates in connection with the CRT Realty Trust 1998-1.

     "Impositions" shall mean any and all liabilities, losses, expenses, costs,
charges and Liens of any kind whatsoever for fees, taxes, levies, imposts,
duties, charges, assessments or withholdings ("Taxes") including but not limited
to (i) real and personal property taxes, including without limitation personal
property taxes on any property covered by the Lease that is classified by
Governmental Authorities as personal property, and real estate or ad valorem
taxes in the nature of property taxes; (ii) sales taxes, use taxes and other
similar taxes (including rent taxes and intangibles taxes); (iii) excise taxes;
(iv) real estate transfer taxes, conveyance taxes, stamp taxes and documentary
recording taxes and fees; (v) taxes that are or are in the nature of gross
income, value added, license and registration fees; (vi) assessments on any
Property, including without limitation all assessments for public Improvements
or benefits, whether or not such improvements are commenced or completed within
the Term; and (vii) taxes, Liens, assessments or charges asserted, imposed or
assessed by the PBGC or any governmental authority succeeding to or performing
functions similar to, the PBGC; and in each case all

                                 Appendix A-23

<PAGE>

interest, additions to tax and penalties thereon, which at any time prior to,
during or with respect to the Term or in respect of any period for which the
Lessee shall be obligated to pay Supplemental Rent, may be levied, assessed or
imposed by any Governmental Authority upon or with respect to (a) any Property
or any part thereof or interest therein; (b) the leasing, financing,
refinancing, demolition, construction, substitution, subleasing, assignment,
control, condition, occupancy, servicing, maintenance, repair, ownership,
possession, activity conducted on, delivery, insuring, use, operation,
improvement, sale, transfer of title, return or other disposition of such
Property or any part thereof or interest therein; (c) the Notes, other
indebtedness with respect to any Property, or the Certificates, or any part
thereof or interest therein; (d) the rentals, receipts or earnings arising from
any Property or any part thereof or interest therein; (e) the Operative
Agreements, the performance thereof, or any payment made or accrued pursuant
thereto; (f) the income or other proceeds received with respect to any Property
or any part thereof or interest therein upon the sale or disposition thereof;
(g) any contract (including the Agency Agreement) relating to the construction,
acquisition or delivery of the Improvements or any part thereof or interest
therein; (h) the issuance of the Notes or the Certificates; (i) the Owner
Trustee, the Trust or the Trust Estate; or (j) otherwise in connection with the
transactions contemplated by the Operative Agreements.

     "Improvements" shall mean, with respect to the construction, renovations
and/or Modifications on any Land, all buildings, structures, Fixtures, and other
improvements of every kind existing at any time and from time to time on or
under the Land purchased or otherwise acquired using the proceeds of the Loans
or the Holder Advances or which is subject to a Ground Lease, together with any
and all appurtenances to such buildings, structures or improvements, including
without limitation sidewalks, utility pipes, conduits and lines, parking areas
and roadways, and including without limitation all Modifications and other
additions to or changes in the Improvements at any time, including without
limitation (a) any Improvements existing as of the Property Closing Date as such
Improvements may be referenced on the applicable Requisition and (b) any
Improvements made subsequent to such Property Closing Date.

     "Indemnified Person" shall mean the Lessor, the Owner Trustee, in its
individual and its trust capacity, the Trust, the Trust Company, the Agent, the
Holders, the Lenders and their respective successors, assigns, directors,
shareholders, partners, officers, employees, agents and Affiliates.

     "Indemnity Provider" shall mean, respecting each Property, the Lessee.

     "Initial Closing Date" shall mean December 31, 1998.

     "Initial Construction Advance" shall mean any initial Advance to pay for:
(a) Property Costs for construction of any Improvements; and (b) the Property
Costs of restoring or repairing any Property which is required to be restored or
repaired in accordance with Section 15.1(e) of the Lease.

     "Instruments" shall have the meaning given to such term in Section 1 of the
Security Agreement.

                                 Appendix A-24

<PAGE>

     "Insurance Requirements" shall mean all terms and conditions of any
insurance policy either required by the Lease to be maintained by the Lessee or
required by the Agency Agreement to be maintained by the Construction Agent, and
all requirements of the issuer of any such policy and, regarding self insurance,
any other requirements of the Lessee.

     "Interest Period" shall mean (a) during the Commitment Period and
thereafter as to any Eurodollar Loan or Eurodollar Holder Advance (i) with
respect to the initial Interest Period, the period beginning on the date of the
first Eurodollar Loan and Eurodollar Holder Advance and ending one (1) month,
two (2) months, three (3) months or six (6) months thereafter, as selected by
the Lessor (in the case of a Eurodollar Loan) or the Owner Trustee (in the case
of a Eurodollar Holder Advance) in its applicable notice given with respect
thereto and (ii) thereafter, each period commencing on the last day of the next
preceding Interest Period applicable to such Eurodollar Loan or Eurodollar
Holder Advance and ending one (1) month, two (2) months, three (3) months or six
(6) months thereafter, as selected by the Lessor by irrevocable notice to the
Agent (in the case of a Eurodollar Loan) or by the Owner Trustee (in the case of
a Eurodollar Holder Advance) in each case not less than three (3) Business Days
prior to the last day of the then current Interest Period with respect thereto;
provided, however, that all of the foregoing provisions relating to Interest
Periods are subject to the following: (A) if any Interest Period would end on a
day which is not a Business Day, such Interest Period shall be extended to the
next succeeding Business Day (except that where the next succeeding Business Day
falls in the next succeeding calendar month, then on the next preceding Business
Day), (B) no Interest Period shall extend beyond the Maturity Date or the
Expiration Date, as the case may be, (C) where an Interest Period begins on a
day for which there is no numerically corresponding day in the calendar month in
which the Interest Period is to end, such Interest Period shall end on the last
Business Day of such calendar month and (D) there shall not be more than five
(5) Interest Periods outstanding at any one (1) time.

     "Investment Company Act" shall mean the Investment Company Act of 1940, as
amended, together with the rules and regulations promulgated thereunder.

     "Land" shall mean a parcel of real property described on (a) the
Requisition issued by the Construction Agent on the Property Closing Date
relating to such parcel and (b) the schedules to each applicable Lease
Supplement executed and delivered in accordance with the requirements of Section
2.4 of the Lease.

     "Law" shall mean any statute, law, ordinance, regulation, rule, directive,
order, writ, injunction or decree of any Tribunal.

     "Lease" or "Lease Agreement" shall mean the Lease Agreement dated on or
about the Initial Closing Date, between the Lessor and the Lessee, together with
any Lease Supplements thereto.

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

                                 Appendix A-25

<PAGE>

     "Lease Event of Default" shall have the meaning specified in Section 17.1
of the Lease.

     "Lease Supplement" shall mean each Lease Supplement substantially in the
form of Exhibit A to the Lease, together with all attachments and schedules
thereto.

     "Legal Requirements" shall mean all foreign, federal, state, county,
municipal and other governmental statutes, laws, rules, orders, regulations,
ordinances, judgments, decrees and injunctions affecting the Owner Trustee, any
Holder, the Lessor, any Credit Party, the Agent, any Lender or any Property,
Land, Improvement, Equipment or the taxation, demolition, construction, use or
alteration of such Improvements, whether now or hereafter enacted and in force,
including without limitation any that require repairs, modifications or
alterations in or to any Property or in any way limit the use and enjoyment
thereof (including without limitation all building, zoning and fire codes and
the Americans with Disabilities Act of 1990, 42 U.S.C. (S) 12101 et. seq., and
any other similar federal, state or local laws or ordinances and the regulations
promulgated thereunder) and any that may relate to environmental requirements
(including without limitation all Environmental Laws), and all permits,
certificates of occupancy, licenses, authorizations and regulations relating
thereto, and all covenants, agreements, restrictions and encumbrances contained
in any instruments which are either of record or known to any Credit Party
affecting any Property or the Appurtenant Rights.

     "Lender Commitments" shall mean $29,100,000, as such amount may be
increased or reduced from time to time in accordance with the provisions of the
Operative Agreements (including without limitation pursuant to Section 5.13 of
the Participation Agreement); provided, if there shall be more than one (1)
Lender, the Lender Commitment of each Lender shall be as set forth in Schedule
2.1 to the Credit Agreement as such Schedule 2.1 may be amended and replaced
from time to time (including without limitation pursuant to Section 5.13 of the
Participation Agreement).

     "Lender Facility Fee" shall have the meaning given to such term in Section
7.4 of the Participation Agreement.

     "Lender Financing Statements" shall mean UCC financing statements and
fixture filings appropriately completed and executed for filing in the
applicable jurisdiction in order to procure a security interest in favor of the
Agent in the Collateral subject to the Security Documents.

     "Lenders" shall mean NationsBank, N.A., and shall include the other banks
and financial institutions which may be from time to time party to the
Participation Agreement and the Credit Agreement.

     "Lessee" shall have the meaning set forth in the Lease.

     "Lessor" shall mean the Owner Trustee, not in its individual capacity, but
as the Lessor under the Lease.

                                 Appendix A-26

<PAGE>

     "Lessor Basic Rent" shall mean the scheduled Holder Yield due on the Holder
Advances on any Scheduled Interest Payment Date pursuant to the Trust Agreement
(but not including interest on (a) any such scheduled Holder Yield due on the
Holder Advances prior to the Rent Commencement Date with respect to the Property
to which such Holder Advances relate or (b) overdue amounts under the Trust
Agreement or otherwise).

     "Lessor Financing Statements" shall mean UCC financing statements and
fixture filings appropriately completed and executed for filing in the
applicable jurisdictions in order to protect the Lessor's interest under the
Lease to the extent the Lease is a security agreement or a mortgage.

     "Lessor Lien" shall mean any Lien, true lease or sublease or disposition of
title arising as a result of (a) any claim against the Lessor or the Trust
Company, in its individual capacity, not resulting from the transactions
contemplated by the Operative Agreements, (b) any act or omission of the Lessor
or the Trust Company, in its individual capacity, which is not required by the
Operative Agreements or is in violation of any of the terms of the Operative
Agreements, (c) any claim against the Lessor or the Trust Company, in its
individual capacity, with respect to Taxes or Transaction Expenses against which
the Lessee is not required to indemnify the Lessor or the Trust Company, in its
individual capacity, pursuant to Section 11 of the Participation Agreement or
(d) any claim against the Lessor arising out of any transfer by the Lessor of
all or any portion of the interest of the Lessor in the Properties, the Trust
Estate or the Operative Agreements other than the transfer of title to or
possession of any Properties by the Lessor pursuant to and in accordance with
the Lease, the Credit Agreement, the Security Agreement or the Participation
Agreement or pursuant to the exercise of the remedies set forth in Article XVII
of the Lease.

     "Lien" shall mean any mortgage, pledge, security interest, encumbrance,
lien, option or charge of any kind.

     "Limited Recourse Amount" shall mean with respect to all the Properties on
an aggregate basis, an amount equal to the sum of the Termination Values with
respect to all the Properties on an aggregate basis on each Payment Date, less
the Maximum Residual Guarantee Amount as of such date with respect to all the
Properties on an aggregate basis.

     "Loan Basic Rent" shall mean the scheduled interest due on the Loans on any
Scheduled Interest Payment Date pursuant to the Credit Agreement (but not
including interest on (a) any such Loan due prior to the Rent Commencement Date
with respect to the Property to which such Loan relates or (b) any overdue
amounts under Section 2.8(c) of the Credit Agreement or otherwise).

     "Loan Property Cost" shall mean, with respect to each Property at any date
of determination, an amount equal to (a) the aggregate principal amount all
Loans (including without limitation all Acquisition Loans and Construction
Loans) made on or prior to such date with respect to such Property minus (b) the
aggregate amount of prepayments or repayments as

                                 Appendix A-27

<PAGE>

the case may be of the Loans allocated to reduce the Loan Property Cost of such
Property pursuant to Section 2.6(c) of the Credit Agreement.

     "Loans" shall mean the loans extended pursuant to the Credit Agreement and
shall include both the Tranche A Loans and the Tranche B Loans.

     "Majority Holders" shall mean NationsBank, N.A.

     "Majority Lenders" shall mean NationsBank, N.A.

     "Majority Secured Parties" shall mean NationsBank, N.A.

     "Marketing Period" shall mean, if the Lessee has given a Sale Notice in
accordance with Section 20.1 of the Lease, the period commencing on the date
such Sale Notice is given and ending on the Expiration Date.

     "Material Adverse Effect" shall, mean a material adverse effect on (a) the
business, condition (financial or otherwise), assets, liabilities or operations
of the Credit Parties (on a consolidated basis), (b) the ability of any Credit
Party to perform its respective obligations under any Operative Agreement to
which it is a party, (c) the validity or enforceability of any Operative
Agreement or the rights and remedies of the Agent, the Lenders, the Holders, or
the Lessor thereunder, (d) the validity, priority or enforceability of any Lien
on any Property created by any of the Operative Agreements, or (e) the value,
utility or useful life of any Property or the use, or ability of the Lessee to
use, any Property for the purpose for which it was intended.

     "Maturity Date" shall mean the Expiration Date.

     "Maximum Amount" shall mean (a) one hundred percent (100%) of the cost of
the Land or the Ground Lease (as the case may be) for all, but not less than
all, the Properties (collectively, the "Land Cost"), plus (b) the product of
eighty-nine and nine tenths percent (89.9%) multiplied by the following: (the
aggregate Termination Value for all, but not less than all, the Properties,
minus the Land Cost, minus all structuring fees payable in connection with the
transactions evidenced by the Operative Agreements to NationsBanc Montgomery
Securities LLC, NationsBank, N.A. and/or any Affiliates of either of the
foregoing, minus accrued, unpaid Holder Yield respecting any and all
Construction Period Properties) minus (c) the accreted value (calculated at a
rate of 6.069% per annum) of any payments previously made by the Construction
Agent or the Lessee regarding any and all Construction Period Properties and not
reimbursed.

     "Maximum Residual Guarantee Amount" shall mean an amount equal to the
product of the aggregate Property Cost for all of Properties times eighty-five
percent (85%).

     "Modifications" shall have the meaning specified in Section 11.1(a) of the
Lease.

     "Moody's" shall mean Moody's Investors Services, Inc.

                                 Appendix A-28

<PAGE>

     "Mortgage Instrument" shall mean any mortgage, deed of trust or any other
instrument executed by the Owner Trustee and the Lessee (or regarding any
property subject to a Ground Lease, the applicable Affiliate of the Lessee) in
favor of the Agent (for the benefit of the Lenders and the Holders) and
evidencing a Lien on the Property, in form and substance reasonably acceptable
to the Agent.

     "Multiemployer Plan" shall mean any plan described in Section 4001(a)(3) of
ERISA to which contributions are or have been made or required by any Credit
Party or any of its Subsidiaries or ERISA Affiliates.

     "Multiple Employer Plan" shall mean a plan to which any Credit Party or any
ERISA Affiliate and at least one (1) other employer other than an ERISA
Affiliate is making or accruing an obligation to make, or has made or accrued an
obligation to make, contributions.

     "Non-Integral Equipment" shall mean Equipment which (a) is personal
property that is readily removable without causing material damage to the
applicable Property and (b) is not integral or necessary, respecting the
applicable Property, for compliance with Section 8.3 of the Lease or otherwise
to the structure thereof, the mechanical operation thereof, the electrical
systems thereof or otherwise with respect to any aspect of the physical plant
thereof.

     "Notes" shall mean those notes issued to the Lenders pursuant to the Credit
Agreement and shall include both the Tranche A Notes and the Tranche B Notes.

     "Obligations" shall have the meaning given to such term in Section 1 of the
Security Agreement.

     "Officer's Certificate" with respect to any person shall mean a certificate
executed on behalf of such person by a Responsible Officer who has made or
caused to be made such examination or investigation as is necessary to enable
such Responsible Officer to express an informed opinion with respect to the
subject matter of such Officer's Certificate.

     "Officer's Compliance Certificate" shall have the meaning given to such
term in Section 8.3(l) of the Participation Agreement.

     "Operative Agreements" shall mean the following: the Participation
Agreement, the Agency Agreement, the Trust Agreement, the Certificates, the
Credit Agreement, the Notes, the Lease, the Lease Supplements (and memoranda of
the Lease and each Lease Supplement in a form reasonably acceptable to the
Agent), the Security Agreement, the Mortgage Instruments, the other Security
Documents, the Ground Leases, the Deeds and the Bills of Sale and any and all
other agreements, documents and instruments executed in connection with any of
the foregoing.

     "Original Executed Counterpart" shall have the meaning given to such term
in Section 5 of Exhibit A to the Lease.

                                 Appendix A-29

<PAGE>

     "Overdue Interest" shall mean any interest payable pursuant to Section
2.8(b) of the Credit Agreement.

     "Overdue Rate" shall mean (a) with respect to the Loan Basic Rent, and any
other amount owed under or with respect to the Credit Agreement or the Security
Documents, the rate specified in Section 2.8(b) of the Credit Agreement, (b)
with respect to the Lessor Basic Rent, the Holder Yield and any other amount
owed under or with respect to the Trust Agreement, the Holder Overdue Rate, and
(c) with respect to any other amount, the amount referred to in clause (y) of
Section 2.8(b) of the Credit Agreement.

     "Owner Trustee," "Borrower" or "Lessor" shall mean First Security Bank,
National Association, not individually, except as expressly stated in the
various Operative Agreements, but solely as the Owner Trustee under the CRT
Realty Trust 1998-1, and any successor, replacement and/or additional Owner
Trustee expressly permitted under the Operative Agreements.

     "Participation Agreement" shall mean the Participation Agreement dated on
or about the Initial Closing Date, among the Lessee, the Guarantors, the Owner
Trustee, not in its individual capacity except as expressly stated therein, the
Holders, the Lenders and the Agent.

     "Payment Date" shall mean any Scheduled Interest Payment Date and any date
on which interest or Holder Yield in connection with a prepayment of principal
on the Loans or of the Holder Advances is due under the Credit Agreement or the
Trust Agreement.

     "PBGC" shall mean the Pension Benefit Guaranty Corporation created by
Section 4002(a) of ERISA or any successor thereto.

     "Pension Plan" shall mean a "pension plan", as such term is defined in
section 3(2) of ERISA, which is subject to title IV of ERISA (other than a
Multiemployer Plan), and to which any Credit Party or any ERISA Affiliate may
have any liability, including without limitation any liability by reason of
having been a substantial employer within the meaning of section 4063 of ERISA
at any time during the preceding five (5) years, or by reason of being deemed to
be a contributing sponsor under section 4069 of ERISA.

     "Permitted Facility" shall mean a 170,000 square foot, three (3) story
office building or such other facility as is consented to by the Lenders and the
Holders.

     "Permitted Liens" shall mean:

          (a) the respective rights and interests of the parties to the
     Operative Agreements as provided in the Operative Agreements;

          (b) the rights of any sublessee or assignee under a sublease or an
     assignment expressly permitted by the terms of the Lease for no longer than
     the duration of the Lease;

                                 Appendix A-30

<PAGE>

          (c) Liens for Taxes that either are not yet due or are being contested
     in accordance with the provisions of Section 13.1 of the Lease;

          (d) Liens arising by operation of law, materialmen's, mechanics',
     workmen's, repairmen's, employees', carriers', warehousemen's and other
     like Liens relating to the construction of the Improvements or in
     connection with any Modifications or arising in the ordinary course of
     business for amounts that either are not more than thirty (30) days past
     due or are being diligently contested in good faith by appropriate
     proceedings, so long as such proceedings satisfy the conditions for the
     continuation of proceedings to contest Taxes set forth in Section 13.1 of
     the Lease;

          (e) Liens of any of the types referred to in clause (d) above that
     have been bonded for not less than the full amount in dispute (or as to
     which other security arrangements satisfactory to the Lessor and the Agent
     have been made), which bonding (or arrangements) shall comply with
     applicable Legal Requirements, and shall have effectively stayed any
     execution or enforcement of such Liens;

          (f) Liens arising out of judgments or awards with respect to which
     appeals or other proceedings for review are being prosecuted in good faith
     and for the payment of which adequate reserves have been provided as
     required by GAAP or other appropriate provisions have been made, so long as
     such proceedings have the effect of staying the execution of such judgments
     or awards and satisfy the conditions for the continuation of proceedings to
     contest Taxes set forth in Section 13.1 of the Lease; and

          (g) Liens in favor of municipalities to the extent agreed to by the
     Lessor.

     "Person" shall mean any individual, corporation, partnership, limited
liability company, joint venture, association, joint stock company, trust,
unincorporated organization, governmental authority or any other entity.

     "Plan" shall mean any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Lessee or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

     "Plans and Specifications" shall mean, with respect to Improvements, the
plans and specifications for such Improvements to be constructed or already
existing, as such Plans and Specifications may be amended, modified or
supplemented from time to time in accordance with the terms of the Operative
Agreements.

     "Prime Lending Rate" shall have the meaning given to such term in the
definition of ABR.

                                 Appendix A-31

<PAGE>

     "Property" shall mean, with respect to each Permitted Facility that is (or
is to be) acquired, constructed and/or renovated pursuant to the terms of the
Operative Agreements, the Land and each item of Equipment and the various
Improvements, in each case located on such Land, including without limitation
each Construction Period Property, each Property subject to a Ground Lease and
each Property for which the Basic Term has commenced.

     "Property Acquisition Cost" shall mean the cost to the Lessor to purchase a
Property on a Property Closing Date.

     "Property Closing Date" shall mean the date on which the Lessor purchases a
Property or, with respect to the first Advance, the date on which the Lessor
seeks reimbursement for Property previously purchased by the Lessor.

     "Property Cost" shall mean with respect to a Property the aggregate amount
(and/or the various items and occurrences giving rise to such amounts) of the
Loan Property Cost plus the Holder Property Cost for such Property (as such
amounts shall be increased equally among all Properties respecting the Holder
Advances and the Loans extended from time to time to pay for the Transaction
Expenses, fees, expenses and other disbursements referenced in Sections 7.1(a)
and 7.1(b) and indemnity payments pursuant to Section 11.8, in each case of the
Participation Agreement).

     "Purchase Option" shall have the meaning given to such term in Section 20.1
of the Lease.

     "Purchasing Lender" shall have the meaning given to such term in Section
9.8(a) of the Credit Agreement.

     "Regulation D" shall mean Regulation D of the Board of Governors of the
Federal Reserve System (or any successor), as the same may be modified and
supplemented and in effect from time to time.

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

     "Renewal Term" shall have the meaning specified in Section 2.2 of the
Lease.

     "Rent" shall mean, collectively, the Basic Rent and the Supplemental Rent,
in each case payable under the Lease.

     "Rent Commencement Date" shall mean, regarding each Property, the
Completion Date.

     "Reportable Event" shall have the meaning specified in ERISA.

                                 Appendix A-32

<PAGE>

     "Requested Funds" shall mean any funds requested by the Lessee or the
Construction Agent, as applicable, in accordance with Section 5 of the
Participation Agreement.

     "Requisition" shall have the meaning specified in Section 4.2 of the
Participation Agreement.

     "Responsible Officer" shall mean the Chairman or Vice Chairman of the Board
of Directors, the Chairman or Vice Chairman of the Executive Committee of the
Board of Directors, the President, any Senior Vice President or Executive Vice
President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer, or any Assistant Treasurer, except that when used with respect to the
Trust Company or the Owner Trustee, "Responsible Officer" shall also include the
Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust Officer,
the Controller and any Assistant Controller or any other officer of the Trust
Company or the Owner Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular
subject.

     "S&P" shall mean Standard and Poor's Rating Group, a division of McGraw
Hill, Inc.

     "Sale Date" shall have the meaning given to such term in Section 22.1(a) of
the Lease.

     "Sale Notice" shall mean a notice given to the Lessor in connection with
the election by the Lessee of its Sale Option.

     "Sale Option" shall have the meaning given to such term in Section 20.1 of
the Lease.

     "Sale Proceeds Shortfall" shall mean the amount by which the proceeds of a
sale described in Section 22.1 of the Lease are less than the Limited Recourse
Amount with respect to the Properties if it has been determined that the Fair
Market Sales Value of the Properties at the expiration of the term of the Lease
has been impaired by greater than ordinary wear and tear during the Term of the
Lease.

     "Scheduled Interest Payment Date" shall mean (a) as to any Eurodollar Loan
or Eurodollar Holder Advance, the last day of the Interest Period applicable to
such Eurodollar Loan or Eurodollar Holder Advance, (b) as to any ABR Loan or any
ABR Holder Advance, the fifteenth day of each month, unless such day is not a
Business Day and in such case on the next occurring Business Day and (c) as to
all Loans and Holder Advances, the date of any voluntary or involuntary payment,
prepayment, return or redemption, and the Maturity Date or the Expiration Date,
as the case may be.

     "Secured Parties" shall have the meaning given to such term in the Security
Agreement.

     "Securities Act" shall mean the Securities Act of 1933, as amended,
together with the rules and regulations promulgated thereunder.

                                 Appendix A-33

<PAGE>

     "Security Agreement" shall mean the Security Agreement dated on or about
the Initial Closing Date between the Lessor and the Agent, for the benefit of
the Secured Parties, and accepted and agreed to by the Lessee.

     "Security Documents" shall mean the collective reference to the Security
Agreement, the Mortgage Instruments, (to the extent the Lease is construed as a
security instrument) the Lease, the UCC Financing Statements and all other
security documents hereafter delivered to the Agent granting a lien on any asset
or assets of any Person to secure the obligations and liabilities of the Lessor
under the Credit Agreement and/or under any of the other Credit Documents or to
secure any guarantee of any such obligations and liabilities.

     "Security Right" shall have the meaning given to such term in Section
7.1(b) of the Lease.

     "Senior Debt Rating" shall mean the publicly announced ratings by S&P and
Moody's for the senior unsecured (non-credit enhanced) long term debt or bank
debt of the Lessee.

     "Soft Costs" shall mean all costs which are ordinarily and reasonably
incurred in relation to the acquisition, development, installation,
construction, improvement and testing of the Properties other than Hard Costs,
including without limitation structuring fees, administrative fees, legal fees,
upfront fees, fees and expenses related to appraisals, title examinations, title
insurance, document recordation, surveys, environmental site assessments,
geotechnical soil investigations and similar costs and professional fees
customarily associated with a real estate closing, the Lender Facility Fee, the
Holder Facility Fee, fees and expenses of the Owner Trustee payable or
reimbursable under the Operative Agreements and costs and expenses incurred
pursuant to Sections 7.3(a) and 7.3(b) of the Participation Agreement.

     "Specified Collateral" shall have the meaning given to such term in Section
7.1(b) of the Lease.

     "Subsidiary" shall mean, as to any Person, any corporation of which at
least a majority of the outstanding stock having by the terms thereof ordinary
voting power to elect a majority of the board of directors of such corporation
(irrespective of whether or not at the time stock of any other class or classes
of such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such Person, or by one (1)
or more Subsidiaries, or by such Person and one (1) or more Subsidiaries.

     "Supplemental Amounts" shall have the meaning given to such term in Section
9.18 of the Credit Agreement.

     "Supplemental Rent" shall mean all amounts, liabilities and obligations
(other than Basic Rent) which the Lessee assumes or agrees to pay to the Lessor,
the Trust Company, the Holders, the Agent, the Lenders or any other Person under
the Lease or under any of the other Operative

                                 Appendix A-34

<PAGE>

Agreements including without limitation payments of the Termination Value and
the Maximum Residual Guarantee Amount and all indemnification amounts,
liabilities and obligations.

     "Taxes" shall have the meaning specified in the definition of
"Impositions".

     "Term" shall mean the Basic Term and each Renewal Term, if any.

     "Termination Date" shall have the meaning specified in Section 16.2(a) of
the Lease.

     "Termination Event" shall mean (a) with respect to any Pension Plan, the
occurrence of a Reportable Event or an event described in Section 4062(e) of
ERISA, (b) the withdrawal of any Credit Party or any ERISA Affiliate from a
Multiple Employer Plan during a plan year in which it was a substantial employer
(as such term is defined in Section 4001(a)(2) of ERISA), or the termination of
a Multiple Employer Plan, (c) the distribution of a notice of intent to
terminate a Plan or Multiemployer Plan pursuant to Section 4041(a)(2) or 4041A
of ERISA, (d) the institution of proceedings to terminate a Plan or
Multiemployer Plan by the PBGC under Section 4042 of ERISA, (e) any other event
or condition which might constitute grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Plan or
Multiemployer Plan, or (f) the complete or partial withdrawal of any Credit
Party or any ERISA Affiliate from a Multiemployer Plan.

     "Termination Notice" shall have the meaning specified in Section 16.1 of
the Lease.

     "Termination Value" shall mean the sum of (a) either (i) with respect to
all Properties, an amount equal to the aggregate outstanding Property Cost for
all the Properties, in each case as of the last occurring Payment Date, or (ii)
with respect to a particular Property, an amount equal to the Property Cost
allocable to such Property, plus (b) respecting the amounts described in each of
the foregoing subclause (i) or (ii), as applicable, any and all accrued but
unpaid interest on the Loans and any and all Holder Yield on the Holder Advances
related to the applicable Property Cost, plus (c) to the extent the same is not
duplicative of the amounts payable under clause (b) above, all other Rent and
other amounts then due and payable or accrued under the Agency Agreement, Lease
and/or under any other Operative Agreement (including without limitation amounts
under Sections 11.1 and 11.2 of the Participation Agreement and all costs and
expenses referred to in clause FIRST of Section 22.2 of the Lease).

     "Tranche A Commitments" shall mean the obligation of the Tranche A Lenders
to make the Tranche A Loans to the Lessor in an aggregate principal amount at
any one (1) time outstanding not to exceed the aggregate of the amounts set
forth opposite each Tranche A Lender's name on Schedule 2.1 to the Credit
Agreement, as such amount may be increased or reduced from time to time in
accordance with the provisions of the Operative Agreements (including without
limitation pursuant to Section 5.13 of the Participation Agreement); provided,
no Tranche A Lender shall be obligated to make Tranche A Loans in excess of such
Tranche A Lender's share of the Tranche A Commitments as set forth adjacent to
such Tranche A Lender's name on Schedule 2.1 to Credit Agreement (subject to
increase or reduction from time to time in

                                 Appendix A-35

<PAGE>

accordance with the provisions of the Operative Agreements including without
limitation pursuant to Section 5.13 of the Participation Agreement).

     "Tranche A Lenders" shall mean NationsBank, N.A., and shall include the
several banks and other financial institutions from time to time party to the
Credit Agreement that commit to make the Tranche A Loans.

     "Tranche A Loans" shall mean the Loans made pursuant to the Tranche A
Commitment.

     "Tranche A Note" shall have the meaning given to it in Section 2.2 of the
Credit Agreement.

     "Tranche B Commitments" shall mean the obligation of the Tranche B Lenders
to make the Tranche B Loans to the Lessor in an aggregate principal amount at
any one (1) time outstanding not to exceed the aggregate of the amounts set
forth opposite each Tranche B Lender's name on Schedule 2.1 to the Credit
Agreement, as such amount may be increased or reduced from time to time in
accordance with the provisions of the Operative Agreements (including without
limitation pursuant to Section 5.13 of the Participation Agreement); provided,
no Tranche B Lender shall be obligated to make Tranche B Loans in excess of such
Tranche B Lender's share of the Tranche B Commitments as set forth adjacent to
such Tranche B Lender's name on Schedule 2.1 to Credit Agreement (subject to
increase or reduction from time to time in accordance with the provisions of the
Operative Agreements including without limitation pursuant to Section 5.13 of
the Participation Agreement).

     "Tranche B Lenders" shall mean NationsBank, N.A., and shall include the
several banks and other financial institutions from time to time party to the
Credit Agreement that commit to make the Tranche B Loans.

     "Tranche B Loan" shall mean the Loans made pursuant to the Tranche B
Commitment.

     "Tranche B Note" shall have the meaning given to it in Section 2.2 of the
Credit Agreement.

     "Transaction Expenses" shall mean all Soft Costs and all other reasonable
costs and expenses incurred in connection with the preparation, execution and
delivery of the Operative Agreements and the transactions contemplated by the
Operative Agreements including without limitation all reasonable costs and
expenses described in Section 7.1 of the Participation Agreement and the
following:

          (a) the reasonable fees, out-of-pocket expenses and disbursements of
     counsel in negotiating the terms of the Operative Agreements and the other
     transaction documents, preparing for the closings under, and rendering
     opinions in connection with, such transactions and in rendering other
     services customary for counsel representing parties to transactions of the
     types involved in the transactions contemplated by the Operative
     Agreements;

                                 Appendix A-36

<PAGE>

          (b) the reasonable fees, out-of-pocket expenses and disbursements of
     accountants for any Credit Party in connection with the transaction
     contemplated by the Operative Agreements;

          (c) any and all other reasonable fees, charges or other amounts
     payable to the Lenders, the Agent, the Holders, the Owner Trustee or any
     broker which arises under any of the Operative Agreements;

          (d) any other reasonable fee, out-of-pocket expenses, disbursement or
     cost of any party to the Operative Agreements or any of the other
     transaction documents; and

          (e) any and all Taxes and fees incurred in recording or filing any
     Operative Agreement 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 Agreement.

     "Tribunal" shall mean any state, commonwealth, federal, foreign,
territorial, or other court or government body, subdivision agency, department,
commission, board, bureau or instrumentality of a governmental body.

     "Trust" shall mean the CRT Realty Trust 1998-1.

     "Trust Agreement" shall mean the Amended and Restated Trust Agreement dated
on or about the Initial Closing Date between the Holders and the Owner Trustee.

     "Trust Company" shall mean First Security Bank, National Association, in
its individual capacity, and any successor owner trustee under the Trust
Agreement in its individual capacity.

     "Trust Estate" shall have the meaning specified in Section 2.2 of the Trust
Agreement.

     "Type" shall mean, as to any Loan, whether it is an ABR Loan or a
Eurodollar Loan.

     "UCC Financing Statements" shall mean collectively the Lender Financing
Statements and the Lessor Financing Statements.

     "Unfunded Amount" shall have the meaning specified in Section 3.2 of the
Agency Agreement.

     "Unfunded Liability" shall mean, with respect to any Plan, at any time, the
amount (if any) by which (a) the present value of all benefits under such Plan
exceeds (b) the fair market value of all Plan assets allocable to such benefits,
all determined as of the then most recent valuation date for such Plan, but only
to the extent that such excess represents a potential liability of the Company
or any member of the Controlled Group to the PBGC or such Plan under Title IV of
ERISA.

                                 Appendix A-37

<PAGE>

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

     "United States Bankruptcy Code" shall mean Title 11 of the United States
Code.

     "U.S. Person" shall have the meaning specified in Section 11.2(e) of the
Participation Agreement.

     "U.S. Taxes" shall have the meaning specified in Section 11.2(e) of the
Participation Agreement.

     "Wholly-Owned Entity" shall mean a Person all of the shares of capital
stock or other ownership interest of which are owned by Convergys and/or one of
its wholly-owned Subsidiaries or other wholly-owned entities.

     "Withdrawal Liability" shall mean liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.

     "Withholdings" shall have the meaning specified in Section 11.2(e) of the
Participation Agreement.

     "Work" shall mean the furnishing of labor, materials, components,
furniture, furnishings, fixtures, appliances, machinery, equipment, tools,
power, water, fuel, lubricants, supplies, goods and/or services with respect to
any Property.

     "Year 2000 Compliant" shall have the meaning specified in Section 6.2(w) of
the Participation Agreement.

     "Year 2000 Problem" shall mean the risk that computer applications used by
any Credit Party, any Subsidiary of any Credit Party or any supplier, vendor or
customer of any Credit Party or any Subsidiary of any Credit Party may be unable
to recognize and perform properly date-sensitive functions involving certain
dates prior to and any date after December 31, 1999.

                                 Appendix A-38