Prepared by MerrillDirect























PARTICIPATION AGREEMENT


dated as of March 16, 2001


among


YAHOO! INC.


as Lessee,


LEASE PLAN NORTH AMERICA, INC.,

as Lessor and as a Participant,


ABN AMRO BANK N.V.,

as a Participant,


THE OTHER BANKS AND FINANCIAL INSTITUTIONS

FROM TIME TO TIME PARTY HERETO,

as Participants,


YAHOO! INC.,

as Tranche Y
Participant,


and


ABN AMRO BANK N.V.,

as Agent


 


Sunnyvale, California Corporate Headquarters





















 










TABLE OF CONTENTS


 


	
  SECTION
  1 DEFINITIONS; INTERPRETATION

  
  
	
  SECTION
  2 CLOSING DATE

  
  
	
  SECTION
  3 ACQUISITION OF THE PROPERTY; FUNDING OF ADVANCES

  
  
	 
  	
  Section 3.1
  	
  Lessor Commitment; Lessee Covenants.
  
	 
  	
  Section 3.2
  	
  Participants' Commitments
  
	 
  	
  Section 3.3
  	
  Procedures for Acquisition of the Property
  
	 
  	
  Section 3.4
  	
  Procedures for Advances
  
	 
  	
  Section 3.5
  	
  Allocation of Commitments
  
	 
  	
  Section 3.6
  	
  Termination, Reduction or Extension of
  Participants' Commitments.
  
	 
  	
  Section 3.7
  	
  Interest Rates, Yield and Payment Dates.
  
	 
  	
  Section 3.8
  	
  Computation of Interest and Yield.
  
	 
  	
  Section 3.9
  	
  Pro Rata Treatment and Payments.
  
	 
  	
  Section 3.10
  	
  The Account
  
	 
  	
  Section 3.11
  	
  Basic Rent
  
	 
  	
  Section 3.12
  	
  Purchase Payments by Lessee
  
	 
  	
  Section 3.13
  	
  Residual Value Guarantee Amount Payments
  by Lessee
  
	 
  	
  Section 3.14
  	
  Sales Proceeds of Property
  
	 
  	
  Section 3.15
  	
  Supplemental Rent
  
	 
  	
  Section 3.16
  	
  Excepted Payments
  
	 
  	
  Section 3.17
  	
  Distribution of Payments After Event of
  Default
  
	 
  	
  Section 3.18
  	
  Other Payments.
  
	 
  	
  Section 3.19
  	
  Cash Collateral
  
	 
  	
  Section 3.20
  	
  Casualty and Condemnation Amounts
  
	 
  	
  Section 3.21
  	
  Order of Application
  
	 
  	
  Section 3.22

  
  	
  Payments to the Tranche Y Participant

  
  
	
  SECTION 4 FEES

  
  
	 
  	
  Section 4.1
  	
  Commitment Fees
  
	 
  	
  Section 4.2
  	
  Arrangement Fee
  
	 
  	
  Section 4.3

  
  	
  Overdue Fees

  
  
	
  SECTION
  5 CERTAIN INTENTIONS OF THE PARTIES

  
  
	 
  	
  Section 5.1
  	
  Nature of Transaction.
  
	 
  	
  Section 5.2

  
  	
  Amounts Due Under Lease

  
  
	
  SECTION
  6 CONDITIONS PRECEDENT TO CLOSING DATE AND ADVANCES

  
  
	 
  	
  Section 6.1
  	
  Conditions Precedent – Closing Date
  
	 
  	
  Section 6.2
  	
  Conditions Precedent – Land Interest
  Acquisition Dates
  
	 
  	
  Section 6.3
  	
  Further Conditions Precedent
  
	 
  	
  Section 6.4
  	
  Satisfaction of Conditions Precedent to
  Closing Date
  
	 
  	
  Section 6.5

  
  	
  Effect of Failure to Satisfy Conditions
  Precedent to Land Interest Acquisition Dates and Subsequent Funding Dates

  
  
	
  SECTION
  7 REPRESENTATIONS OF THE LESSOR AND THE PARTICIPANTS

  
  
	 
  	
  Section 7.1
  	
  Representations of the Lessor
  
	 
  	
  Section 7.2

  
  	
  Representations of the Participants

  
  
	
  SECTION 8
  REPRESENTATIONS OF THE LESSEE

  
  
	 
  	
  Section 8.1
  	
  Representations of the Lessee
  
	 
  	
  Section 8.2
  	
  Representations of the Lessee with Respect
  to the Property
  
	 
  	
  Section 8.3

  
  	
  Representations of the Lessee With Respect
  to Each Advance

  
  
	
  SECTION 9
  PAYMENT OF CERTAIN EXPENSES

  
  
	 
  	
  Section 9.1
  	
  Transaction Expenses
  
	 
  	
  Section 9.2
  	
  Brokers' Fees and Stamp Taxes
  
	 
  	
  Section 9.3

  
  	
  Obligations

  
  
	
  SECTION
  10 OTHER COVENANTS AND AGREEMENTS

  
  
	 
  	
  Section 10.1
  	
  Covenants of the Lessee.
  
	 
  	
  Section 10.2
  	
  The Lessee's Financial Covenants
  
	 
  	
  Section 10.3
  	
  Cooperation with the Lessee
  
	 
  	
  Section 10.4

  
  	
  Covenants of the Lessor

  
  
	
  SECTION 11 AMENDMENTS,
  RELATIONSHIP OF LESSOR AND PARTICIPANTS

  
  
	 
  	
  Section 11.1
  	
  Amendments
  
	 
  	
  Section 11.2
  	
  Actions by Participants
  
	 
  	
  Section 11.3
  	
  Required Repayments
  
	 
  	
  Section 11.4
  	
  Indemnification
  
	 
  	
  Section 11.5

  
  	
  Agent to Exercise Lessor's Rights

  
  
	
  SECTION 12 TRANSFERS OF
  PARTICIPANTS' INTERESTS

  
  
	 
  	
  Section 12.1
  	
  Restrictions on and Effect of Transfer by
  Participants
  
	 
  	
  Section 12.2
  	
  Covenants and Agreements of Participants.
  
	 
  	
  Section 12.3

  
  	
  Future Participants

  
  
	
  SECTION 13
  INDEMNIFICATION

  
  
	 
  	
  Section 13.1
  	
  General Indemnification
  
	 
  	
  Section 13.2
  	
  End of Term Indemnity.
  
	 
  	
  Section 13.3
  	
  Environmental Indemnity
  
	 
  	
  Section 13.4
  	
  Proceedings in Respect of Claims
  
	 
  	
  Section 13.5
  	
  General Impositions Indemnity.
  
	 
  	
  Section 13.6
  	
  Funding Losses
  
	 
  	
  Section 13.7
  	
  Regulation D Compensation
  
	 
  	
  Section 13.8
  	
  Basis for Determining Interest Rate
  Inadequate or Unfair
  
	 
  	
  Section 13.9
  	
  Illegality
  
	 
  	
  Section 13.10
  	
  Increased Cost and Reduced Return.
  
	 
  	
  Section 13.11
  	
  Substitution of Participant
  
	 
  	
  Section 13.12

  
  	
  Indemnity Payments in Addition to Residual
  Value Guarantee Amount

  
  
	
  SECTION 14 THE AGENT

  
  
	 
  	
  Section 14.1
  	
  Appointment
  
	 
  	
  Section 14.2
  	
  Delegation of Duties
  
	 
  	
  Section 14.3
  	
  Exculpatory Provisions
  
	 
  	
  Section 14.4
  	
  Reliance by Agent
  
	 
  	
  Section 14.5
  	
  Notice of Default
  
	 
  	
  Section 14.6
  	
  Non-Reliance on Agent and Other
  Participants
  
	 
  	
  Section 14.7
  	
  Indemnification
  
	 
  	
  Section 14.8
  	
  Agent in its Individual Capacity
  
	 
  	
  Section 14.9

  
  	
  Successor Agent

  
  
	
  SECTION 15 MISCELLANEOUS

  
  
	 
  	
  Section 15.1
  	
  Survival of Agreements
  
	 
  	
  Section 15.2
  	
  No Broker, etc
  
	 
  	
  Section 15.3
  	
  Notices
  
	 
  	
  Section 15.4
  	
  Counterparts
  
	 
  	
  Section 15.5
  	
  Headings, etc
  
	 
  	
  Section 15.6
  	
  Parties in Interest
  
	 
  	
  Section 15.7
  	
  GOVERNING LAW
  
	 
  	
  Section 15.8
  	
  Severability
  
	 
  	
  Section 15.9
  	
  Liability Limited.
  
	 
  	
  Section 15.10
  	
  Further Assurances
  
	 
  	
  Section 15.11
  	
  Submission to Jurisdiction
  
	 
  	
  Section 15.12
  	
  Confidentiality
  
	 
  	
  Section 15.13
  	
  WAIVER OF JURY TRIAL
  



 






 


	
  SCHEDULES


  	 
  
	
  SCHEDULE I
  	
  Participants' Commitments
  
	
  SCHEDULE II
  	
  Notice Information and Funding Offices
  
	
  SCHEDULE III
  	
  Subsidiaries
  
	
  SCHEDULE 10.1(b)(i)
  	
  Existing Indebtedness
  
	
  SCHEDULE 10.1(b)(ii)
  	
  Existing Liens
  
	
  SCHEDULE 10.1(b)(iv)(D)
  	
  Existing Investments
  
	 
  	 
  
	
  APPENDICES


  	 
  
	
  APPENDIX 1


  	
  Definitions and Interpretation


  
	 
  	 
  
	
  EXHIBITS


  	 
  
	
  EXHIBIT A
  	
  Form of Acquisition Request
  
	
  EXHIBIT B
  	
  Form of Funding Request
  
	
  EXHIBIT C
  	
  Form of Environmental Certificate
  
	
  EXHIBIT D
  	
  Form of Closing Date Opinions of
  Counsel to Lessee
  
	
  EXHIBIT E
  	
  Form of Land Interest Acquisition Date
  Opinions of Counsel to Lessee
  
	
  EXHIBIT F
  	
  Form of Architect's Certificate
  
	
  EXHIBIT G
  	
  Form of Lessee Certification
  
	
  EXHIBIT H
  	
  Form of Assignment of Lease and Consent
  to Assignment
  
	
  EXHIBIT I
  	
  Form of Cash Collateral Agreement
  
	
  EXHIBIT J
  	
  Form of Mortgage
  
	
  EXHIBIT K
  	
  Form of Assignment and Acceptance
  
	
  EXHIBIT L


  	
  Form of Participant's Letter


  
	
  EXHIBIT 10.2
  	
  Financial Covenant Worksheet
  











PARTICIPATION AGREEMENT


             THIS PARTICIPATION AGREEMENT, dated
as of March 16, 2001 (this "Participation Agreement"), is
entered into by and among YAHOO! INC.,
a Delaware corporation, as Lessee (together with its permitted successors and
assigns, the "Lessee"); LEASE
PLAN NORTH AMERICA, INC., an Illinois corporation, as Lessor
(together with its permitted successors and assigns in such capacity, the
"Lessor") and as a Participant; YAHOO! INC., a Delaware corporation, as Tranche Y Participant
(in such capacity, the "Tranche Y Participant"), ABN AMRO BANK
N.V. and each of the other banks or financial institutions from time to time
party hereto, as Participants (together with the Lessor in its capacity as a
Participant and its permitted successors and assigns, and together with the
Tranche Y Participant in its capacity as a Participant, each a "Participant"
and collectively the "Participants"); and ABN AMRO BANK N.V.,
as Agent (in such capacity, together with its successors in such capacity, the
"Agent") for the Participants.


PRELIMINARY STATEMENT


             In accordance with the terms of
this Participation Agreement, the Lease and the other Operative Documents,


                           A.         the Lessor
contemplates acquiring a fee
simple interest in (i) the Phase I Facility on the initial Land Interest
Acquisition Date, and (ii) if requested by the Lessee, the Phase II Facility on
the second Land Interest Acquisition Date, in each case by acquiring such
Property, as purchaser, from the Existing Owner, which Property will be used by
Lessee and its Subsidiaries as a corporate headquarters facility; and



                           B.          the Lessor
wishes to obtain, and the
Participants are willing to provide, financing of the funding of the costs of
acquisition of the Property through the purchase of Participation Interests in
the Advances, the Lease and the Rent.



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


SECTION 1


DEFINITIONS;
INTERPRETATION




             Unless the context shall otherwise
require, capitalized terms used and not defined herein shall have the meanings
assigned thereto in Appendix 1 hereto for all purposes hereof; and the
rules of interpretation set forth in Appendix 1 hereto shall apply to
this Participation Agreement.


SECTION 2


CLOSING
DATE




             The closing date (the "Closing
Date") shall occur on the date of the execution and delivery of this
Agreement and the other Operative Documents referred to in Section 6.1
hereof, which shall be the earliest date on which all the conditions precedent
thereto set forth in Sections 6.1 and 6.3 hereof shall have been
satisfied or waived by the applicable parties as set forth therein.


SECTION 3


ACQUISITION OF THE PROPERTY; FUNDING OF ADVANCES




             Section
3.1      Lessor Commitment; Lessee Covenants.


                           (a)         Subject to the
conditions and terms
hereof, the Lessor shall take the following actions at the written request of
the Lessee on or after to the Closing Date or from time to time during the
Commitment Period, as the case may be:


                           (i)          enter into
the Operative Documents to
be entered into by it pursuant to the terms hereof;



                           (ii)         make Advances
(out of funds provided by
the Participants) for the purpose of financing the acquisition of the Phase I
Facility and, subject to the satisfaction or waiver of the conditions set forth
in Sections 6.2 and 6.3 hereof, the Phase II Facility, and the
payment of Transaction Expenses; and



                           (iii)        acquire the Phase I
Facility and, if
requested by the Lessee, the Phase II Facility (using funds provided by the
Participants).



             Upon the applicable Lease
Commencement Date, subject to the terms and conditions hereof and of the other
Operative Documents, the Lessor shall lease the applicable portion of the
Property, as lessor, to the Lessee under the Lease.


                           (b)        Lessee Covenants
 .  The Lessee shall, on or prior to the Closing
Date, enter into the  Operative
Documents to be entered into by it pursuant to the terms hereof and, upon the
applicable Lease Commencement Date, subject to the terms and conditions hereof
and of the other Operative Documents, the Lessee shall lease the applicable
portion of the Property as Lessee from the Lessor under the Lease.


             Section 3.2      
Participants'
Commitments. Subject
to the terms and conditions hereof, each Participant other than the Lessor
severally shall purchase a Participation Interest in the Advances being made by
the Lessor at the request of the Lessee from time to time during the Commitment
Period by making available to the Lessor on each Funding Date an amount in
immediately available funds equal to such Participants' Commitment Percentage
(as then in effect) of the amount of the Advance being funded on such Funding
Date. Notwithstanding any other provision hereof, no Participant shall be
obligated to purchase its Participation Interest in any Advance if (i) the
amount of such purchase would exceed its Available Commitment, or (ii) if,
after giving effect to the proposed Advance, the outstanding aggregate amount
of such Participant's Participation Interest in the Advances would exceed such
Participant's Commitment.  Lessor shall
repay the Participation Interests, together with accrued interest and yield
thereon as provided herein to the extent such amounts
are received under the Lease.


             Section 3.3      Procedures
for Acquisition of the Property. The Lessee shall give
the Lessor and the Agent prior written notice not later than 12:00 noon,
Chicago time, three Business Days prior to the proposed applicable Land
Interest Acquisition Date (unless the initial Land Interest Acquisition Date is
the Closing Date and the Advance on such date is to be an Alternate Base Rate
Advance, in which case such notice may be given not later than 12:00 noon,
Chicago time, on such Land Interest Acquisition Date), pursuant to an Acquisition
Request substantially in the form of Exhibit A (an "Acquisition
Request"), specifying: (i) the proposed Land Interest Acquisition
Date, (ii) the portion of the Property to be acquired, (iii) the Existing Owner
of such portion of the Property, and (iv) the date on which the Lessee will
request the Lessor to fund the Property Acquisition Costs in respect of such
portion of the Property.  The Agent
shall provide notice of each such Acquisition Request to each Participant.


             Section
3.4      Procedures for Advances. With respect to each
funding of an Advance, the Lessee shall give the Lessor and the Agent prior
written notice not later than 12:00 noon, Chicago time, three Business Days
prior to the proposed Funding Date (other than for the Advance, if any, on the
Closing Date, if such Advance is to be an Alternate Base Rate Advance, in which
case such notice may be given not later than 12:00 noon, Chicago time, on the
same Business Day) pursuant, in each case, to a Funding Request substantially
in the form of Exhibit B (a "Funding Request"),
specifying (i) the proposed Funding Date, (ii) the amount and purpose of the
Advance requested, (iii) the Lessee's election to cause all or a specified
portion of such Advance to bear interest or yield by reference to the
Eurodollar Rate or the Alternate Base Rate and including, in the case of a
Eurodollar Rate Advance, the initial Interest Period therefor (all on a Tranche
by Tranche basis), (iv) the payees of such Advance, (v) that the Advance will
be used to fund Property Acquisition Costs in respect of the portion of the
Property specified in such Funding Request, and (vi) that to the knowledge of
the Lessee, no Default or Event of Default (other than a Limited Default or a
Limited Event of Default, provided that if a Limited Default or a
Limited Event of Default exists, the provisions of Section 6.5 shall
apply) has occurred and is continuing as of the date of such Funding
Request.  The Agent shall promptly
provide notice of such Funding Request to each Participant.  Each Advance (other than an Interest Payment
Advance or an amount capitalized pursuant to Section 3.7(e)) shall be in
a minimum amount of $500,000.  Subject
to the satisfaction or waiver of the conditions precedent to such Advance set
forth in Section 6, each Participant, other than the Lessor, shall fund
its pro rata share of such Advance by making available to the Lessor its
proportionate share of such Advance in immediately available federal funds by
wire transfer to the Agent for deposit to the Lessor's demand deposit account
with the Agent not later than 12:00 noon, Chicago time, on the applicable
Funding Date.  Upon (i) the Lessor's
receipt of the funds provided by the Participants with respect to an Advance,
and (ii) satisfaction or waiver of the conditions precedent to such Advance set
forth in Section 6, the Lessor shall (A) in the case of an Advance for
the acquisition of a portion of the Property, pay the Property Acquisition
Costs therefor to the Existing Owner thereof, and (B) in the case of an Advance
for Transaction Expenses, pay the specified amount to the payees specified in
the applicable Funding Request as payment of such Transaction Expenses (which
may include reimbursement of such Transaction Expenses previously paid by the
Lessee), in each case from the funds provided by the Participants for such
Advance.





             Section
3.5      Allocation of
Commitments.
Schedule I hereto contains an allocation for each Participant of (i) the
amount of its Commitment representing its Tranche A Participation Interest
("Tranche A Participation Interest Commitment"), (ii) the
amount of its Commitment representing its Tranche B Participation Interest
("Tranche B Participation Interest Commitment"), and (iii) the
amount of its Commitment representing its Tranche C Equity Interest ("Tranche
C Equity Interest Commitment"). 
The Lessee, the Lessor, the Agent and the Participants have approved all
such allocations and percentages.  Schedule
I shall be amended as required to reflect changes in the allocations set
forth thereon due to the addition of additional Participants pursuant to Section
12.1.


             Section
3.6      Termination, Reduction or Extension of
Participants' Commitments.


                           (a)         The Lessor shall
have the right, upon
not less than five (5) Business Days' written notice to the Agent, to terminate
the Participants' Commitments or, from time to time, to reduce the amount of
the Participants' Commitments, provided that (i) after giving effect to
such reduction, the aggregate outstanding principal amount of the Tranche A
Participation Interests shall not exceed the aggregate Tranche A Participation
Interest Commitments, (ii) after giving effect to such reduction, the aggregate
outstanding principal amount of the Tranche B Participation Interests shall not
exceed the aggregate Tranche B Participation Interest Commitments, (iii) after
giving affect to such reduction, the aggregate outstanding principal balance of
the Tranche C Equity Interests shall not exceed the aggregate Tranche C Equity
Interest Commitments, and (iv) any such reduction shall be made pro rata among
the Participants' Commitments within each Tranche.  Prior to the occurrence and continuance of an Event of Default,
the Lessor shall exercise such right only as directed by the Lessee and after
the occurrence and during the continuance of an Event of Default the Lessor
shall exercise such right only as directed by the Required Participants; provided
that in the case of the occurrence and continuance of a Limited Event of
Default, such right may not be exercised on the basis of such Limited Event of
Default until from and after the second Land Interest Acquisition Date.


                           (b)        The Lessee may, by
written request to
the Lessor and Agent (which the Agent shall promptly forward to each
Participant, together with the related Renewal Request received by the Agent
pursuant to Section 21.1 of the Lease) given not later than 180 days prior to
the Maturity Date then in effect, request (each, an "Extension Request")
that such Maturity Date be extended to a date following the Maturity Date then
in effect as specified in such Extension Request.  No later than the date (the "Extension Response Date")
which is 90 days after any such request has been delivered to each of the
Participants, each Participant will notify the Lessor in writing (with a copy
to the Agent and the Lessee) whether or not it consents to such Extension
Request (which consent may be granted or denied by each Participant in its sole
discretion and may be conditioned on receipt of such financial information or
other documentation as may be specified by such Participant including without
limitation satisfactory appraisals of the Property), provided that (i)
any Participant that fails to so advise the Lessor on or prior to the
applicable Extension Response Date shall be deemed to have denied such
Extension Request, and (ii) notwithstanding anything contained herein to the
contrary, the Tranche Y Participant shall be deemed to have consented to any
such Extension Request.  The extension
of the then-current Maturity Date contemplated by an Extension Request shall
become effective as of the Maturity Date then in effect (the "Extension
Effective Date") on or after the Extension Response Date on which all
of the Participants (other than the Tranche Y Participant and any Non–Consenting
Participants which have been replaced by Replacement Participants in accordance
with Section 3.6(c)) shall have consented to such Extension Request; provided
that:





 


                           (i)          on both the
date of the applicable
Extension Request and the applicable Extension Effective Date, (x) each of the
representations and warranties made by the Lessee and the Lessor in or pursuant
to the Operative Documents shall be true and correct in all material respects
as if made on and as of each such date, except for representations and
warranties made as of a specific date, which shall be true and correct in all
material respects as of such date, (y) no Default or Event of Default shall
have occurred and be continuing, and (z) on each of such dates the Agent shall
have received a certificate of the Lessee and the Lessor, each as to itself, as
to the matters set forth in clause (x) above and from the Lessee as to
the matters set forth in clause (y) above; and



                           (ii)         the Agent and the
Required Participants
shall have received satisfactory evidence that the Expiration Date shall, after
giving effect to any extension thereof which has become effective on or prior
to such Extension Effective Date, occur on the Maturity Date then in effect as
so extended.



As
promptly as practicable following any Extension Effective Date, the Agent shall
deliver to the Lessee, the Lessor and each Participant a written notice (each,
an "Extension Notice" setting forth the Extended Maturity Date
then in effect.


                           (c)         The Lessor (after
consultation with,
and at the direction of, the Lessee) shall be permitted to replace any
Non-Consenting Participant with one or more replacement banks or other
financial institutions acceptable to the Agent (a "Replacement
Participant") at any time on or prior to the date which is 90 days
after the Extension Response Date; provided that (i) such replacement
does not conflict with any Requirement of Law, (ii) the Replacement Participant
shall purchase, at par, all of the Participation Interest of such
Non-Consenting Participant on or prior to the date of replacement, (iii) the
Lessee shall be liable to such Non-Consenting Participant under Section 13.6
of this Agreement if any Advance (or any Participation Interest therein) shall
be prepaid (or purchased) other than on the last day of the Interest Period or
Interest Periods relating thereto, (iv) the Replacement Participant, if not
already a Participant, shall be reasonably satisfactory to the Agent, (v) such
replacement shall be made in accordance with the provisions of Section 12
of this Agreement (provided that the Lessee shall be obligated to pay
the Transaction Expenses arising in connection therewith), and (vi) the
Replacement Participant shall have agreed to be subject to all of the terms and
conditions of this Agreement (including the extension of the Maturity Date
contemplated by the Extension Request) and the other Operative Documents.  The Agent hereby agrees to cooperate with
the Lessee and the Lessor in their efforts to arrange one or more Replacement
Participants as contemplated by this Section 3.6(c).





                           (d)        On the earlier of the Land Interest
Acquisition Date with respect to the Phase II Facility or the last day of the
Commitment Period, the Participants' Commitments shall be reduced automatically
without any notice or other action by Lessor or any Participant hereunder, to
be equal to the then aggregate outstanding principal amount of the respective
Participant's Participation Interests with respect to the Commitments.


             Section 3.7  
    Interest Rates, Yield and Payment Dates.


                           (a)         Each outstanding Advance
(other than
that portion of the Advance, if any, to be made on the Closing Date to finance
Tranche C Equity Interests, which shall bear yield at a rate equal to the
Alternate Base Rate unless and until such portion of such Advance is converted
to a Eurodollar Rate Advance in accordance with this Section 3.7(a))
shall bear interest (in the case of the Tranche A Participation Interests and
Tranche B Participation Interests therein) or yield (in the case of the Tranche
C Equity Interest therein) for each day during each Interest Period with
respect thereto (i) in respect of the Tranche A Participation Interests in any
Advance, a rate per annum equal to zero percent; (ii) in respect of the Tranche
B Participation Interests, a rate per annum for such Interest Period equal to
zero percent plus the Applicable Margin; and (iii) in respect of the
Tranche C Equity Interests in any Advance, a rate per annum (x) in the case of
any Eurodollar Rate Advance, the Eurodollar Rate two (2) Business Days prior to
the first day of such Interest Period, plus the Applicable Margin then in
effect and (y) in the case of any Alternate Base Rate Advance, at a rate per
annum equal to the Alternate Base Rate, in each case with respect to either clause
(x) or (y) as elected by Lessee in its Funding Request in respect of
the relevant Advance or in a notice delivered pursuant to this Section
3.7(a).  The Lessee shall give
irrevocable notice to the Agent, in accordance with the applicable provisions
of the term "Interest Period" set forth in Appendix 1 and this
Section 3.7(a), of the length of each Interest Period to be applicable
to any Tranche C Equity Interests accruing yield by reference to the Eurodollar
Rate, which election shall become effective three Business Days following the
date of such notice. Each of the Participants, Agent, Lessor and Lessee hereby
agree that Lessee shall have the right, by delivering a notice to Agent on or
before 12:00 noon (Chicago, Illinois time) on a Business Day, to elect irrevocably,
on not less than three nor more than five Business Days' written notice prior
to the last day of any then current Interest Period in the case of a notice
requesting a conversion of a Eurodollar Rate Advance into an Alternate Base
Rate Advance, or the continuation of a Eurodollar Rate Advance as such, that
all or any portion of the Tranche C Equity Interests in the Advances (in an
aggregate minimum amount of $5,000,000 and integral multiples of $100,000 in
excess thereof, in the case of the conversion of an Alternate Base Rate Advance
into a Eurodollar Rate Advance or the continuation of a Eurodollar Rate Advance
as an Advance of such type) (a) be converted into an Alternate Base Rate
Advance or a Eurodollar Rate Advance, or (b) be continued as a Eurodollar Rate
Advance.  Any conversion into, or
continuation of, a Eurodollar Rate Advance shall have Interest Periods (subject
to the limitations set forth in the definition thereof) of the length set forth
in such notice (in the absence of delivery of such notice at least three
Business Days before the last day of any then current Interest Period with
respect to any Eurodollar Rate Advance, Lessee shall be deemed to have elected
to continue the applicable Advance as a Eurodollar Rate Advance and the
Interest Period with respect thereto shall be one month).  There shall not be more than four (4)
Interest Periods outstanding at any time.





                       (b)        If
all or a portion of (i) the amount of any Advance, (ii) any interest or yield
payable thereon or (iii) any other amount payable hereunder, shall not be paid
by Lessee when due (whether at the stated maturity, by acceleration or
otherwise), such overdue amount shall bear interest or yield at a rate per
annum which is equal to the Overdue Rate.


                           (c)         Except as
otherwise provided in paragraph
(d) of this Section 3.7, interest and yield shall be payable in cash
in arrears on each Scheduled Payment Date, provided that (i) interest
and yield accruing pursuant to paragraph (b) of this Section 3.7
shall be payable from time to time on demand and (ii) each prepayment of
Advances shall be accompanied by accrued interest and yield to the date of such
prepayment on the amount of Advances so prepaid.


                           (d)        On each date which is
three Business
Days prior to any Scheduled Payment Date occurring prior to the initial Land
Interest Acquisition Date, the Lessee shall be deemed to have requested an
Advance comprised of an Interest Payment Advance pursuant to Section 3.4
and the Lessor shall be deemed to have requested a purchase pursuant to Section
3.2 of Participation Interests in such Advance in an amount equal to the
aggregate amount of the interest or yield due and payable on such date with
respect to accrued interest and yield on the outstanding Advances.  The Funding Date with respect to any such
Interest Payment Advance and purchase of Participation Interests therein shall
be the relevant Scheduled Payment Date (provided that such Advance and
the purchase of such Participation Interests shall be subject to satisfaction
of the applicable conditions precedent set forth in Section 6) and the
proceeds of such payment shall be applied to pay such accrued interest and
yield.


                           (e)         Capitalization
of Certain Amounts.  On each date prior to the initial Land
Interest Acquisition Date that any amount is payable under the Operative
Documents on account of (A) accrued interest and accrued yield on outstanding
Advances (to the extent provided in Section 3.7(d)), (B) fees pursuant
to Section 4, (C) Transaction Expenses of the Lessor, the Agent or any
Participant pursuant to Section 9, or (D) any other amounts required by
any provision of the Operative Documents to be capitalized prior to the initial
Land Interest Acquisition Date, such amounts shall be capitalized by
automatically treating such amount as an Advance and a related purchase of
Participation Interests therein made on such date.


                           (f)         Cash Collateral
Agreement.  On each Funding Date the Lessee shall
deposit cash collateral pursuant to the Cash Collateral Agreement against the
Tranche B Participation Interests and the Tranche C Equity Interests and shall
maintain the Cash Collateral from time to time pursuant to and in accordance
with the terms of the Cash Collateral Agreement.  The Lessee shall also pledge Cash Collateral when required by the
Cash Collateral Agreement in connection with the capitalization of the
interest, yield and fees and amounts capitalized under Section 3.7(e).


             Section
3.8      Computation of Interest and Yield.


                           (a)         Whenever it is
calculated on the basis
of the Alternate Base Rate, interest and yield shall be calculated on the basis
of a 365- (or 366-, as the case may be) day year for the actual days elapsed;
otherwise, interest and yield shall be calculated on the basis of a 360-day
year for the actual days elapsed.  The
Agent shall as soon as practicable notify the Lessor, the Lessee and the
Participants of each determination of a Eurodollar Rate.  Any change in the interest rate or yield
rate on an Advance resulting from a change in the Alternate Base Rate or the
Eurocurrency Reserve Requirements shall become effective as of the opening of
business on the day on which such change becomes effective.  The Agent shall as soon as practicable
notify the Lessor, the Lessee and the Participants of the effective date and
the amount of each such change in interest rate or yield rate.





                       (b)        Each
determination of an interest rate or a yield rate by the Agent pursuant to any
provision of this Agreement shall be conclusive and binding on the Lessor, the
Lessee and the Participants in the absence of manifest error.  The Agent shall, at the request of such
parties, deliver to such parties a statement showing the quotations used by the
Agent in determining any interest rate or yield rate pursuant to Section
3.8(a).


             Section
3.9      Pro Rata Treatment and Payments.


                           (a)         Each participation
in the Advances by
the Participants and each reduction of the Commitments of the Participants
shall be made pro rata among the Tranche A Participants, Tranche B Participants
and Tranche C Participants according to the respective Commitment Percentages
of each such Participant then in effect. 
Except as otherwise provided in Sections 3.11 through 3.21,
each payment (including each prepayment) by the Lessor on account of
Participation Interests representing the amount of principal and interest or
yield on the Advances shall be made pro rata among the applicable Tranche A
Participants, Tranche B Participants and Tranche C Participants according to
the respective Participation Interests of each such Participant then in effect.  Any payment required to be made to the
Participants in any particular Tranche shall be made pro rata among such
Participants, without priority of any one such Participant over any others
within such Tranche, in the proportion that such Participant's Participant
Balance within such Tranche bears to the aggregate Participant Balances of all
Participants within such Tranche. All payments (including prepayments) to be
made by the Lessor hereunder to the Participants with respect to their
Participation Interests, whether on account of principal, interest, yield or
otherwise, shall be payable to the extent received by the Lessor from or on
behalf of the Lessee, shall be made without setoff or counterclaim and shall be
made prior to 2:00 p.m., Chicago time, on the due date thereof to the Agent,
for the account of the Participants, at the Agent's office referred to in Section
15.3 of this Agreement, in Dollars and in immediately available funds.  The Agent shall distribute such payments to
the Participants promptly upon receipt in like funds as received; it being
understood that any such payment received by the Agent on a timely basis and in
accordance with the provisions of the Lease shall be distributed on the date on
which such funds are so received.  If
any payment hereunder (other than payments of Participation Interests in the
Advances) becomes due and payable on a day other than a Business Day, such
payment shall be extended to the next succeeding Business Day.  If any payment of Participation Interests in
an Advance becomes due and payable on a day other than a Business Day, the
maturity thereof shall be extended to the next succeeding Business Day unless
the result of such extension would be to extend such
payment into another calendar month, in which event such payment shall be made
on the immediately preceding Business Day. 
In the case of any extension or shortening of the due date of any
payment pursuant to the preceding two sentences, interest or yield thereon
shall be payable at the then applicable rate during such extension or until
such shortened due date, as the case may be.





                       (b)        Unless
the Agent shall have been notified in writing by any Participant prior to
funding its Participation Interest in an Advance that such Participant will not
make its share of such Advance available to the Agent, the Agent may assume
that such Participant is making such amount available to the Agent.  If such Participant's share of such Advance
is not made available to the Agent by such Participant on or prior to such
Funding Date, the Lessor shall not be required to make such portion of such
Advance to the Lessee.


             Section
3.10    The Account.
The Agent may if it so desires establish an account (the "Account")
into which the Agent and the Lessor shall deposit all payments, receipts and
other consideration of any kind whatsoever paid under the Lease and received by
the Agent or the Lessor pursuant to this Agreement, the Lease and any other
Operative Document.  Each of the Agent
and the Lessor hereby irrevocably instructs the Lessee, and the Lessee hereby
agrees, until otherwise notified by the Agent and except as otherwise expressly
provided in Section 3.22 hereof, that all payments to be made by the
Lessee to or for the benefit of the Lessor or the Agent pursuant to the Lease
or any of the other Operative Documents shall be made directly to the
Agent.  The Agent shall make
distributions of such payments, receipts and other consideration (and, if an
Account is used, from the Account) pursuant to the requirements of Sections 3.11
through 3.21 hereof.


             Section
3.11    Basic Rent. Each payment (or
portion thereof) of Basic Rent comprising interest or yield on the Advances
(and any payment of interest on overdue installments of such components of
Basic Rent) received by the Agent shall be distributed by the Agent (i) first,
to the Tranche A Participants and Tranche B Participants pro rata, and (ii)
second to the Tranche C Participants pro rata, in accordance with, and for
application to, the portion of their Participation Interests in such portion of
Basic Rent, as well as in any overdue interest due to such Participant (to the
extent permitted by applicable law).


             Section
3.12    Purchase Payments
by Lessee.
Any payment received by the Agent as a result of:


                           (a)         the purchase of
the Lessor's interest
in the Property in connection with the Lessee's exercise of its Purchase Option
under Section 20.1 of the Lease, or


                           (b)        the Lessee's compliance
with its
obligation to purchase the Lessor's interest in the Property in accordance with
Section 20.2 or 20.3 of the Lease, or


                           (c)         the payment of the
Asset Termination
Value in accordance with Sections 16.2(b) or 16.3 of the Lease,


shall,
subject to the provisions of Section 3.22, be distributed by the Agent
in the following order of priority:


                           first, to the
Tranche A Participants and the Tranche B Participants, pro rata, for
application to pay in full the Tranche A Participant Balance and Tranche B
Participant Balance of each such Participant, and in the case where the amount
so distributed shall be insufficient to pay in full as aforesaid, then pro
rata among such Participants; and






                           second,
to the Tranche C Participants for application to pay in full the Tranche C
Participant Balance of each Tranche C Participant, and in the case where the
amount so distributed shall be insufficient to pay in full as aforesaid, then pro
rata among the Tranche C Participants.



             Section
3.13    Residual Value
Guarantee Amount Payments by Lessee.  The payment by the Lessee of any Residual
Value Guarantee Amount in accordance with Section 17.2(h) of the Lease or
Article XXII of the Lease shall be distributed by the Agent in the following
order of priority (it being acknowledged and agreed that any payment of the
Residual Value Guarantee Amount payable to the Tranche Y Participant shall be
paid in accordance with Section 3.22 hereof prior to any distribution
hereunder):


                           first, to the
Tranche A Participants for application to pay in full the Tranche A Participant
Balance of each Tranche A Participant, and in the case where the amount so
distributed shall be insufficient to pay in full as aforesaid, then pro rata
among such Participants; and



                           second, to the
Tranche B Participants for application to pay in full Tranche B Participant
Balance of each Tranche B Participant, and in the case where the amount so
distributed shall be insufficient to pay in full as aforesaid, then pro rata
among such Participants; and



                           third, to the
Tranche C Existing Participants for application to pay in full the Tranche C
Participant Balance of each Tranche C Participant, and in the case where the
amount so distributed shall be insufficient to pay in full as aforesaid, then pro
rata among such Participants.



             Section
3.14    Sales Proceeds of
Property.
Any payments received by the Agent as proceeds from the sale of the Property
sold following the occurrence of an Event of Default under Article XVII of the
Lease (in the case of any portion of such proceeds which, pursuant to Section
3.17, is required to be distributed in accordance with this Section 3.14)
or pursuant to the Lessee's exercise of the Remarketing Option pursuant to
Article XXII of the Lease, together with any payment made by the Lessee as a
result of an appraisal pursuant to Section 13.2 of this Agreement, shall
be distributed by the Agent in the following order of priority:


                           first, to the
Tranche B Participants for application to pay in full the Tranche B Participant
Balance of each Tranche B Participant, and in the case where the amount so
distributed shall be insufficient to pay in full as aforesaid, then pro rata
among the Tranche B Participants;



                           second, to the
Tranche A Participants for application to pay in full the Tranche A Participant
Balance (other than any portion thereof paid in accordance with Section 3.22)
of each Tranche A Participant, and in the case where the amount so distributed
shall be insufficient to pay in full as aforesaid, then pro rata
among the Tranche A Participants;



                           third, to the
Tranche C Participants for application to pay in full the Tranche C Participant
Balance  of each Tranche C Participant,
and in the case where the amount so distributed shall be insufficient to pay in
full as aforesaid, then pro rata among the Tranche C
Participants; and






                          fourth, the balance, if any,
shall be promptly distributed to, or as directed by, the Lessee.



             Section 3.15    Supplemental
Rent.All payments of Supplemental Rent
received by the Agent (excluding any amounts payable pursuant to the preceding
provisions of this Section 3) shall be distributed promptly by Agent
upon receipt thereof to the Persons entitled thereto pursuant to the Operative
Documents.


             Section
3.16    Excepted Payments. Notwithstanding any
other provision of this Agreement or the Operative Documents, any Excepted
Payment received at any time by the Agent shall be distributed promptly to the
Person entitled to receive such Excepted Payment pursuant to the Operative
Documents.


             Section
3.17    Distribution of
Payments After Event of Default. All payments received
and amounts realized by the Lessor or the Agent after an Event of Default
exists (except under the Cash Collateral Agreement), including proceeds from
the sale of any of the Property, proceeds of any amounts from any insurer or
any Governmental Authority in connection with any Casualty or Condemnation, or from
Lessee as payment in accordance with the Lease, including any payment received
from Lessee pursuant to Article XVII of the Lease, shall, if received by
Lessor, be paid to the Agent as promptly as possible and shall be distributed
by the Agent in the following order of priority:


                           first, so much
of such payment or amount as shall be required to reimburse the Lessor or the
Agent for any tax, expense or other loss incurred by the Lessor or the Agent
(including, to the extent not previously reimbursed, those incurred in
connection with any duties of the Agent as the Agent) and any unpaid ongoing
fees of the Lessor and the Agent shall be distributed to each of them for its
own account;



                           second, so
much of such payments or amounts as shall be required to reimburse the then
existing or prior Participants for payments made by them to the Lessor pursuant
to Section 18.1 of the Lease (to the extent not previously reimbursed or not
paid in accordance with Section 3.22) and to pay such then existing or
prior Participants the amounts payable to them pursuant to any expense
reimbursement or indemnification provisions of the Operative Documents shall be
distributed to each such Participant without priority of one over the other in
accordance with the amount of such payment or payments payable to each such
Person;



                           third, (i) in
the case of a sale of the Property, in the order set forth in Section 3.14
(other than any payment of the Residual Value Guarantee Amount paid by the
Lessee in connection with a sale of the Property, which payment shall be
distributed in the order set forth in Section 3.13), and (ii) in all
other cases, so much of such amount as shall be required  to pay in full the Participant Balance of
each Participant, and in the case where the amount so distributed shall be
insufficient to pay in full as aforesaid, then in the order of priority set
forth in Section 3.12; and in any case where the amount of any such
payment in this clause (ii) shall be insufficient to pay in full as
aforesaid, then pro rata within a Tranche without priority of any
Participation Interest in such Tranche over any other Participation Interest
within such Tranche; and






                          fourth, the balance, if any,
of such payment or amounts remaining thereafter shall be promptly distributed
to, or as directed by, the Lessee.



             Section
3.18    Other Payments.


                           (a)         Except as
otherwise provided in Sections
3.11, 3.12, 3.17, 3.19 and paragraph (b) below,


                           (i)          any payment
received by the Agent for
which no provision as to the application thereof is made in the Operative
Documents or elsewhere in this Section 3, and



                           (ii)         all payments
received and amounts
realized by the Lessor or the Agent under the Lease or otherwise with respect
to the Property or the Cash Collateral to the extent received or realized at
any time after indefeasible payment in full of the Participant Balances of all
of the Participants and any other amounts due and owing to the Lessor, the
Participants or the Agent,



shall
be distributed forthwith by the Agent in the order of priority set forth in Section
3.12 (in the case of any payment described in clause (i) above) or
in Section 3.17 hereof (in the case of any payment described in clause
(ii) above), except that in the case of any payment described in clause
(ii) above, such payment shall be distributed omitting clause third
of such Section 3.17; and the balance, if any (in the case of any
payment described in clause (i) or (ii) above), shall be
distributed to, or as directed by, the Lessee.


                           (b)        Except as otherwise
provided in Sections
3.11 and 3.12 hereof, any payment received by the Agent for which
provision as to the application thereof is made in an Operative Document but
not elsewhere in this Section 3 shall be distributed forthwith by the
Agent to the Person and for the purpose for which such payment was made in
accordance with the terms of such Operative Document.


             Section
3.19    Cash Collateral.  Notwithstanding anything herein in the
contrary, proceeds of the Cash Collateral shall be applied in the following
order of priority:


                           first, among
the Tranche B Participants, pro rata, to pay in full the Tranche
B Participant Balances of such Tranche B Participants; and



                           second, among
the Tranche C Participants, pro rata, to pay in full the Tranche
C Participant Balances of such Tranche C Participants.



                           (a)         In order to comply
with the limitations
on recourse to the Lessee contained in SFAS 13 with respect to a particular
application of the Cash Collateral, the Agent and the applicable Participants
may retain an amount thereof equal to the amount of the Lessee's recourse
liability in respect of the Tranche B Participation Interests and Tranche C
Participation Interests in the Lease Balance under the applicable provisions of
the Operative Documents which, under the circumstances, may be the Asset
Termination Value, as the case may be (and any of such collateral or proceeds
not permitted to be so retained shall be returned to the Lessee).





             Section
3.20    Casualty and
Condemnation Amounts. Any amounts payable to
the Lessor as a result of a Casualty or Condemnation pursuant to Section 15.1
of the Lease (but excluding any amounts payable pursuant to Section 16.2 of the
Lease) shall, if no Event of Default exists, be paid over to Lessee for the
rebuilding or restoration of that portion of the Property to which such
Casualty or Condemnation applied, and any excess proceeds shall be paid to the
Lessee.  If a Event of Default exists,
then during the continuance of such Event of Default, all such amounts shall be
delivered to the Agent and upon exercise of the Lessor's remedies under the
Operative Documents shall be distributed pursuant to Section 3.17.


             Section
3.21    Order of
Application. To the extent any
payment made to any Participant pursuant to Sections 3.12, 3.13, 3.14
or 3.17 is insufficient to pay in full the Participant Balance of such
Participant, then each such payment shall first be applied to its Participation
Interest in accrued interest or yield and then to its Participation Interest in
principal or the equity component of the Advances.


             Section
3.22    Payments to the
Tranche Y Participant. Notwithstanding
anything in this Agreement or the other Operative Documents to the contrary,
the parties hereto acknowledge and agree that (a) in the case of any payment
required to be made in respect of the Participant Balance of the Tranche Y
Participant, such amount shall be paid by offsetting against such amount the
related portion of the Lease Balance owed by the Lessee to the Lessor in
respect of the Tranche Y Participant's Participant Balance without the
necessity of a cash payment being made by the Lessee to the Lessor or the Agent
or by the Lessor to the Agent, and (b) in the context of all distributions
required to be made by the Agent to the Participants or the Lessee pursuant to Sections
3.11 through 3.20 hereof, all such distributions shall be made by
the Agent assuming that such offsetting payment has in fact been so made
immediately prior to the making by the Agent of any such distributions.


SECTION 4


FEES




             Section
4.1      Commitment Fees. The Lessor shall pay to
the Agent for the account of each Participant (other than the Tranche Y
Participant) a commitment fee (the "Commitment Fees") for the
period from and including the Closing Date to the earlier of the last day of
the Commitment Period computed in the case of each such Participant at a rate
per annum equal to the Commitment Fee Rate multiplied by the Available
Commitments of such Participant, in each case during the period for which
payment is made, payable in arrears on each Commitment Fee Payment Date.  Commitment Fees shall be calculated on the
basis of a 365– (or 366–, as the case may be) day year for the
actual days elapsed.  Commitment Fees
payable on any Commitment Fee Payment Date occurring prior to the initial Land
Interest Acquisition Date shall be funded by Advances funded by the
Participants and capitalized as provided in Section 3.7(e).





             Section
4.2      Arrangement Fee. The Lessor shall pay to
the Arranger an arrangement fee (the "Arrangement Fee") on the
Closing Date as set forth in the Fee Letter. 
The Arrangement Fee shall be funded by an Advance funded by the
Participants.


             Section
4.3      Overdue Fees. If all or a portion of
any fee due hereunder shall not be paid when due, such overdue amount shall
bear interest, payable by the Lessee on demand, at a rate per annum equal to
the Overdue Rate from the date of such nonpayment until such amount is paid in
full (as well after as before judgment).


SECTION 5


CERTAIN INTENTIONS OF THE PARTIES




             Section
5.1      Nature of Transaction.


                           (a)         It is the intent
of the parties hereto
that: (i) the Lease constitutes an "operating lease" pursuant to
Statement of Financial Accounting Standards No. 13, as amended and interpreted,
for purposes of the Lessee's financial reporting, and (ii) for purposes of
federal, state and local income or franchise taxes (and for any other tax
imposed on or measured by income), and documentary, intangibles and transfer
taxes, the transaction contemplated hereby is a financing arrangement and
preserves ownership in the Property in the Lessee.  The parties shall take no action inconsistent with such
intention.  Nevertheless, the Lessee
acknowledges and agrees that neither the Agent, the Lessor nor any Participant
(other than the Tranche Y Participant) has made any representations or warranties
to the Lessee concerning the tax, accounting or legal
characteristics of the Operative Documents and that the Lessee has obtained and
relied upon such tax, accounting and legal advice concerning the Operative
Documents as it deems appropriate.


                           (b)        Specifically, without
limiting the
generality of subsection (a) of this Section 5.1, the parties
hereto intend and agree that with respect to the nature of the transactions
evidenced by the Lease in the context of the exercise of remedies under the
Operative Documents, including, without limitation, in the case of any
insolvency or receivership proceedings or a petition under the United States
bankruptcy laws or any other applicable insolvency laws or statute of the
United States of America, any State or Commonwealth thereof or any foreign
country affecting the Lessee, the Lessor or any Participant or any enforcement
or collection actions arising out of or relating to bankruptcy or insolvency
laws, (i) the transactions evidenced by the Operative Documents shall be deemed
to be loans made by the Lessor and the Participants to the Lessee secured by
the Property, (ii) the obligations of the Lessee under the Lease to pay Basic
Rent, Supplemental Rent, Asset Termination Value or Residual Value Guarantee
Amount in connection with any purchase or sale of the Property pursuant to the
Lease shall be treated as payments of interest on and principal of,
respectively, loans from the Lessor and the Participants to the Lessee, and
(iii) the Lease grants a security interest and mortgage or deed of trust lien,
as the case may be, in the Property to the Lessor and assigned by the Lessor to
the Agent for the benefit of the Participants to secure the Lessee's
performance and payment of all amounts under the Lease and the other Operative
Documents.





                       (c)         If
the transaction evidenced by this Agreement and the other Operative Documents
can no longer be treated as an operating lease pursuant to GAAP for accounting
purposes (other than by reason of the failure of the Lessor to maintain the
minimum equity required by EITF Issues 96-21 and 97-1), all provisions in the
Operative Documents limiting the Lessee's obligation to pay the Asset
Termination Value (including the Remarketing Option) shall no longer apply.  If any such change in accounting treatment
shall occur, the Lessee, the Guarantor, the Lessor, the Agent and the
Participants shall negotiate in good faith to enter into such amendments to the
Operative Documents as may be reasonably necessary or desirable to reflect the
foregoing.


                           (d)        In the event that, after
the date
hereof, the UCC as enacted and in effect in any applicable jurisdiction shall
be revised or amended or amendments thereto shall become effective, the Lessee,
the Lessor, the Agent and the Participants shall negotiate in good faith to
enter into such amendments to the Operative Documents as may be reasonably
necessary or desirable to effect the intended purposes of this Agreement and
the other Operative Documents in light of such revisions or amendments.


             Section
5.2      Amounts Due Under Lease. Anything else herein or
elsewhere to the contrary notwithstanding, it is the intention of the Lessee,
the Participants and the Agent that: (i) the amount and timing of installments
of Basic Rent due and payable from time to time from the Lessee under the Lease
shall be equal to the aggregate payments due to the Participants in respect of
their Participation Interests on each Payment Date; (ii) if the Lessee
elects the Purchase Option or becomes obligated to purchase the Property under
the Lease, the Participation Interests, all fees and all of the interest on
overdue amounts thereon and all other obligations of the Lessee owing to the
Lessor, the Participants and the Agent shall be paid in full by the Lessee;
(iii) if the Lessee properly elects the Remarketing Option, the Lessee
shall only be required to pay to the Lessor the proceeds of the sale of the
Property, the Residual Value Guarantee Amount and any amounts due pursuant to Section
13 of this Participation Agreement and Section 22.2 of the Lease (which
aggregate amounts may be less than the Asset Termination Value); and
(iv) upon a Event of Default resulting in an acceleration of the Lessee's
obligation to purchase the Property under the Lease, except as otherwise expressly
limited in Section 17.2(h) of the Lease, the amounts then due and payable by
the Lessee under the Lease shall include all amounts necessary to pay in full
the Asset Termination Value, plus all other amounts then due from the Lessee to
the Participants, the Agent and the Lessor under the Operative Documents.


SECTION 6


CONDITIONS PRECEDENT TO CLOSING DATE AND ADVANCES


             Section
6.1      Conditions Precedent –
Closing Date. The occurrence of the
Closing Date and the obligation of the Lessor, the Agent and the Participants
to execute and deliver the Operative Documents required to be entered into by
any of them on such date are subject to satisfaction or waiver of the following
conditions precedent (it being understood that the
Tranche Y Participant's obligation to enter into any such Operative Documents
on the Closing Date shall not be subject to the conditions precedent set forth
in this Section 6.1 to the extent such conditions are actions required
of the Lessee) on or prior to the Closing Date:





                          (a)         
Operative
Documents.  Each of the Operative
Documents to be entered into on or prior to the Closing Date shall have been
duly authorized, executed and delivered by the parties thereto, and shall be in
full force and effect, including, without limitation, (i) this Participation
Agreement, (ii) the Lease, (iii) the Assignment of Lease, (iv) the Consent to
Assignment, (v) the Assignment of Property Purchase Agreement and (vi) the Cash
Collateral Agreement.  No Default or
Event of Default shall exist thereunder (both before and after giving effect to
the transactions contemplated by the Operative Documents), and the Lessor, the
Agent and each Participant (other than the Tranche Y Participant) shall each
have received a fully executed copy of each of the Operative Documents (other
than the Lease, of which the Agent shall receive the original and the Lessor
and the Participants shall receive specimens). 
On or prior to the Closing Date, the Operative Documents and/or any
financing statements in connection therewith required under the Uniform
Commercial Code shall have been recorded, registered and filed, if necessary,
in such manner as to enable the Lessee's counsel to render its opinion referred
to in clause (c) below.


                           (b)        Taxes.  On
or prior to the Closing Date, all taxes, fees and other
charges in connection with the execution, delivery, recording, filing and
registration of the Operative Documents on such date, if any, shall have been
paid or provisions for such payment shall have been made to the satisfaction of
the Agent and the Lessor.


                           (c)         Opinion of Counse
l. On or prior
to the Closing Date the Lessee shall have delivered to the Agent, each
Participant (other than the Tranche Y Participant) and the Lessor the opinion
of Shartsis, Friese & Ginsburg LLP, counsel to the Lessee, addressing the
matters set forth in Exhibit D, which opinions shall be in form and
substance reasonably satisfactory to the Agent and the Lessor.


                           (d)        Approvals. 
All necessary (or, in the reasonable opinion
of the Lessor, the Participants (other than the Tranche Y Participant) or the
Agent or any of their respective counsel, advisable) Governmental Actions and
consents and approvals of or by any Governmental Authority or other Person, in
each case required by any Requirement of Law or the transactions contemplated
by the Operative Documents shall have been obtained or made and be in full
force and effect by the time required by any Requirement of Law.


                           (e)         Litigation
 .  No action or proceeding shall have been
instituted before any Governmental Authority, nor shall any order, judgment or
decree have been issued or proposed to be issued by any Governmental
Authority  (i) to set aside, restrain,
enjoin or prevent the full performance of this Participation Agreement, the
Lease or any other Operative Document or any transaction contemplated hereby or
thereby or (ii) which is reasonably likely to have a Material Adverse Effect.


                           (f)         Requirements of
Law.  In the reasonable opinion of the Lessor, the
Participants (other than the Tranche Y Participant), the Agent and their
respective counsel, the transactions contemplated by the Operative Documents do
not and will not violate any Requirement of Law and do not and will not subject
the Lessor, the Agent or any Participant to any adverse regulatory or tax
prohibitions or constraints.





                           (g)        Responsible Officer's
Certificate of
the Lessee.  On or prior to the
Closing Date, the Lessor, each Participant (other than the Tranche Y
Participant) and the Agent shall each have received a Responsible Officer's
Certificate, dated as of the Closing Date, of the Lessee stating that (i) each
and every representation and warranty of the Lessee contained in the Operative
Documents to which it is a party is true and correct in all material respects
on and as of the Closing Date; (ii) no Default or Event of Default has occurred
and is continuing; (iii) each Operative Document to which the Lessee is a party
is in full force and effect with respect to the Lessee; and (iv) the Lessee has
duly performed and complied with all covenants, agreements and conditions
contained herein or in any Operative Document required to be performed or
complied with by the Lessee on or prior to the Closing Date.


                           (h)        The Lessee's
Resolutions and
Incumbency Certificate, etc.  On or
prior to the Closing Date, the Lessor, each Participant (other than the Tranche
Y Participant) and the Agent shall each have received (i) a certificate of the
Secretary or an Assistant Secretary of the Lessee attaching and certifying as
to (A) the resolutions of the Board of Directors of the Lessee, duly
authorizing the execution, delivery and performance by the Lessee of documents
and agreements of the type represented by each Operative Document to which it
is or will be a party, (B) its articles of incorporation and bylaws, and (C)
the incumbency and signature of persons authorized to execute and deliver on
its behalf the Operative Documents to which it is a party, and (ii) a
certificate of good standing from the appropriate officer of the Lessee's state
of incorporation and of the state in which the Property is located.


                           (i)          No
Material Adverse Effect.  As of the Closing Date, no event or
condition shall have occurred that would result in a Material Adverse Effect.


                           (j)          
Intentionally Omitted.


                           (k)         Intentionally
Omitted.


                           (l)          Legal
Fees and Expenses.  The Lessor and the Lessee shall have caused
to be paid or capitalized as Advances as provided in Section 9 all
reasonable fees and expenses of attorneys for the Agent, the Lessor and any
Participant (other than the Tranche Y Participant) (which attorneys may be
employees of such Person) paid or incurred in connection with the preparation,
negotiation, execution and delivery of the Operative Documents.


                           (m)        Appraisal. 
On or prior to the Closing Date, the Agent,
the Lessor and the Participants shall have received an Appraisal of the
Property, which Appraisal shall show as of the Closing Date and as of the
Expiration Date the Fair Market Sales Value of the Property (including the
respective Fair Market Sales Values of the Land Interest and the Improvements
thereon), which Fair Market Sales Value shall not be less than $270,000,000,
and which Appraisal shall meet the other requirements set forth in the
definition of the term "Appraisal" contained in Appendix 1.


                           (n)        Funding Request
 .  If an Advance is to be made on the Closing
Date, the Agent and the Lessor shall have received a fully executed counterpart
of a Funding Request with respect thereto appropriately completed by the Lessee
and in accordance with Section 3.4.





                           (o)        Representations and Warranties
 .  On the Closing Date the representations and
warranties of the Lessee, the Lessor and each Participant contained herein and
in each of the other Operative Documents shall be true and correct as though
made on and as of such date, except to the extent such representations or
warranties relate solely to an earlier date, in which case such representations
and warranties shall have been true and correct on and as of such earlier date.


                           (p)        Performance of Covenant
s.  The parties hereto shall have performed
their respective agreements contained herein and in the other Operative
Documents to be performed by them on or prior to the Closing Date.


                           (q)        No Default. 
There shall not have occurred and be
continuing any Default or Event of Default under any of the Operative
Documents, and no Default or Event of Default under any of the Operative
Documents will have occurred after giving effect to the occurrence of the
Closing Date and/or the making of the Advance requested pursuant to the Funding
Request, if any, delivered in respect of the Closing Date, as the case may be.


                           (r)         Cash Collateral
.  If an Advance is to be made on the Closing
Date, the Lessee shall have deposited with the Agent, in accordance with the
Cash Collateral Agreement, Cash Collateral in immediately available funds in an
amount equal to the aggregate amount of the Tranche B Participation Interests
and Tranche C Participation Interests in such Advance to be so made on the
Closing Date and otherwise as of such date shall have made all deposits of Cash
Collateral then required pursuant to the Cash Collateral Agreement.


             Section
6.2      Conditions Precedent –
Land Interest Acquisition Dates. The occurrence of each
Land Interest Acquisition Date, the obligation of the Lessor to make an Advance
to finance Property Acquisition Costs or Transaction Expenses on any Funding
Date following the Closing Date and to acquire any portion of the Property on
any such date and the obligation of each Participant to purchase its
Participation Interest in, and to make available to the Lessor its related
portion of, each such Advance on any such Funding Date following the Closing
Date, are subject to satisfaction or waiver of the following conditions
precedent and the conditions precedent set forth in Section 6.3 (it
being understood that the Tranche Y Participant's obligation to purchase its
Participation Interest in any Advance on any Funding Date shall not be subject
to the conditions precedent set forth in this Section 6.2 or Section
6.3 to the extent such conditions are actions required of the Lessee) on or
prior to such Land Interest Acquisition Date, or such Funding Date, as the case
may be:


                           (a)         Acquisition and
Funding Request.  On or prior to each Land Interest
Acquisition Date, the Agent and the Lessor shall have received a fully executed
counterpart of the Acquisition Request with respect to the applicable portion
of the Property and the related Funding Request, in each case appropriately
completed by the Lessee, in accordance with Sections 3.3 and 3.4,
respectively.





                           (b)        Operative Documents and
Amendments to
Operative Documents.  Each of the
Operative Documents to be entered into on or prior to such Land Interest
Acquisition Date shall have been duly authorized, executed and delivered by the
parties thereto, and shall be in full force and effect, and the following
documents shall have been duly authorized, executed and delivered by the
parties thereto, and shall be in full force and effect: (i) amendments to any
of the Operative Documents referred to in Section 6.1(a), as reasonably
required by the Agent or the Participants (other than the Tranche Y
Participant), (ii) the Lease Supplement with respect to the applicable portion
of the Property, (iii) the Mortgage with respect to the applicable portion of
the Property, (iv) the Deed with respect to the applicable portion of the
Property, and (v) any other document or agreement reasonably required by Agent
or the Participants (other than the Tranche Y Participant) with respect to such
Land Interest Acquisition Date and/or the portion of the Property to be
acquired on such date.  No Default or
Event of Default (other than a Limited Default or a Limited Event of Default, provided
that if a Limited Default or Limited Event of Default exists, the provisions of
Section 6.5 shall apply) shall exist (both before and after giving effect to
the transactions contemplated by the relevant Acquisition Request and Funding
Request), and the Lessor, the Agent and each Participant (other than the
Tranche Y Participant) shall each have received a fully executed copy of each
such Operative Document.  On or prior to
each such Land Interest Acquisition Date, the Operative Documents (or memoranda
thereof), any supplements thereto and any financing statements in connection
therewith required under the Uniform Commercial Code shall have been recorded,
registered and filed, or updates to prior filings shall have been made, if
necessary, in such manner as to enable the Lessee's counsel to render its
opinion referred to in clause (m) below.


                           (c)        
Environmental
Certificate.  On
or prior to the applicable Land Interest Acquisition Date, the Agent, each
Participant (other than the Tranche Y Participant) and the Lessor shall have
received an Environmental Certificate substantially in the form of Exhibit C
(an "Environmental Certificate") with respect to the relevant
portion of the Property, accompanied by the Environmental Audit for such
portion of the Property, addressed to the Agent, each Participant and the
Lessor, each of which shall have been approved by the Agent, the Required
Participants and the Lessor.


                           (d)        Land Interest
Acquisition Dates.  The Land Interest Acquisition Date in
respect of the Phase I Facility shall occur no later than April 13, 2001 and
the Land Interest Acquisition Date in respect of the Phase II Facility shall
occur no later than July 30, 2001.


                           (e)         Property
Purchase Agreement
Conditions; Acquisition Documents. 
On or prior to the initial Land Interest Acquisition Date, the Lessor,
the Agent and the Participants shall have received a copy of the Property
Purchase Agreement with respect to the relevant portion of the Property.  On or prior to each Land Interest
Acquisition Date, the Property Purchase Agreement shall be in full force and
effect and shall have been validly assigned to the Lessor pursuant to the
Assignment of Property Purchase Agreement; and the conditions to closing under
the Property Purchase Agreement with respect to the relevant portion of the
Property shall have been satisfied to satisfaction of, or waived by, the
Lessor, the Agent and the Participants (other than the Tranche Y
Participant).  On each Land Interest
Acquisition Date, the Lessor shall have received a grant deed (each, a "Deed")
with respect to the relevant portion of the Property in conformity with
Applicable Law and appropriate for recording with the applicable Governmental
Authorities, conveying fee simple title to such portion of the Property to the
Lessor, subject only to Permitted Exceptions.





                           (f)         Funding by Tranche Y
Participant.  No Participant shall be obligated to fund
its Participation Interest in any Advance unless the Tranche Y Participant
shall have funded its Participation Interest in such Advance.


                           (g)        Lease Supplement
 .  The Lessee and the Lessor shall have
delivered to the Agent on or prior to each Land Interest Acquisition Date an
original counterpart of the Lease Supplement with respect to the relevant
portion of the Property executed by the Lessee and the Lessor.


                           (h)        Survey and Title
Insurance. On or
prior to the Land Interest Acquisition Date, the Lessee shall have delivered
(i) an ALTA/ACSM (1992)(Urban) Survey of the Property, including Table A
numbers  2, 3, 4, 6, 8, 9, 10 and 11,
certified to the Lessor, the Participants and the title company, (ii) an ALTA
(1992) owners title insurance policy with extended coverage over the general
exceptions, insuring fee title in the Lessor to the Property, subject only to
the Permitted Exceptions with comprehensive (110.1), access (103.7), street
address (116), survey (116.1), deletion of creditor's rights, synthetic lease,
tax parcel, mechanic’s lien, subdivision, CLTA Form 103.3, tie-in and CLTA Form
123.1 endorsements, and (iii) an ALTA (1992) Loan Policy with extended coverage
over the general exceptions, insuring the Agent that the Lien of the Mortgage
is a first and primary Lien on the Lessor's interest in the fee title to the
Property, subject only to the Permitted Exceptions with comprehensive (110.1),
access (103.7), street address (116), survey (116.1), variable rate, usury,
doing business, deletion of creditor's rights, subdivision, CLTA 103.3, CLTA
Form 123.1, environmental protection, tax parcel, mechanic’s lien, pending
disbursements and tie-in endorsements; such policies each in an amount not less
than the Land Interest Acquisition Cost and other amounts funded on the Land
Interest Acquisition Date.


                           (i)          Evidence
of Recording and Filing.  On or prior to each Land Interest
Acquisition Date, the Agent shall have received evidence reasonably
satisfactory to it that (i) each of the Deed with respect to the relevant
portion of the Property, the Lease Supplement with respect to the relevant
portion of the Property, the Assignment of Lease, and the Consent to Assignment
and the Mortgage have been delivered to the title company for recording or are
being recorded with the appropriate Governmental Authorities in the order in
which such documents are listed in this clause and (ii) that the UCC Financing
Statements with respect to the Property being acquired have been delivered to
the title company for filing or are being filed with the appropriate
Governmental Authorities on such Land Interest Acquisition Date.


                           (j)          Evidence
of Insurance.  On or prior to the initial Land Interest
Acquisition Date, the Agent, the Lessor and each Participant (other than the
Tranche Y Participant) shall have received certificates of insurance with
respect to the Property required to be maintained pursuant to the Lease setting
forth the respective coverages, limits of liability, carrier, policy number and
period of coverage.


                           (k)         Plans and
Specifications.  On or prior to the initial Land Interest
Acquisition Date, the Lessor, the Agent and each Participant (other than the
Tranche Y Participant) shall have received a copy of  the Plans and Specifications with respect to the Phase I Facility
and the Phase II Facility, each in a form reasonably satisfactory to each of
them.





                          (l)          
Taxes.  On or prior to each Land Interest
Acquisition Date, all taxes, fees and other charges in connection with the
execution, delivery, recording, filing and registration of the Operative
Documents on such date shall have been paid or provisions for such payment
shall have been made to the satisfaction of the Agent and the Lessor.


                           (m)        Opinion of Counsel
 . On or prior
to each Land Interest Acquisition Date, the Lessee shall have delivered to the
Agent, the Lessor and the Participants an opinion of Shartsis, Friese &
Ginsburg LLP, counsel to the Lessee, addressing the matters set forth in Exhibit
E with respect to the portion of the Property to be acquired on such date,
which opinion shall be in form and substance reasonably satisfactory to the
Agent and the Lessor.


                           (n)        Approvals. 
All necessary (or, in the reasonable opinion
of the Lessor, the Participants or the Agent or any of their respective
counsel, advisable) Governmental Actions and consents and approvals of or by
any Governmental Authority or other Person, in each case required by any
Requirement of Law, covenant or restriction affecting the relevant portion of
the Property or the transactions contemplated hereby, shall have been obtained
or made and be in full force and effect by the time required by any Requirement
of Law.


                           (o)        Litigation. 
No action or proceeding shall have been
instituted before any Governmental Authority, nor shall any order, judgment or
decree have been issued or proposed to be issued by any Governmental
Authority  (i) to set aside, restrain,
enjoin or prevent the full performance of this Participation Agreement, the
Lease or any other Operative Document or any transaction contemplated hereby or
thereby or (ii) which is reasonably likely to have a Objective Material Adverse
Effect.


                           (p)        Requirements of Law
 .  In the reasonable opinion of the Lessor, the
Participants (other than the Tranche Y Participant), the Agent and their
respective counsel, the transactions contemplated by the Operative Documents in
connection with the relevant portion of the Property do not and will not
violate any Requirement of Law and do not and will not subject the Lessor, the
Agent or any Participant (other than the Tranche Y Participant) to any adverse
regulatory or tax prohibitions or constraints.


                           (q)        Responsible Officer's
Certificate of
the Lessee.  On or prior to each
Land Interest Acquisition Date, the Lessor, Participants (other than the
Tranche Y Participant) and the Agent shall each have received a Responsible
Officer's Certificate, dated as of such Land Interest Acquisition Date, of the
Lessee stating that (i) each and every representation and warranty of the Lessee
contained in the Operative Documents to which it is a party is true and correct
on and as of such date; (ii) no Default or Event of Default has occurred and is
continuing (other than a Limited Default or a Limited Event of Default, provided
that if a Limited Default or a Limited Event of Default exists, the provisions
of Section 6.5 shall apply); (iii) each Operative Document to which the Lessee
is a party is in full force and effect with respect to it; and (iv) the Lessee
has duly performed and complied with all covenants, agreements and conditions
contained herein or in any Operative Document required to be performed or
complied with by it on or prior to such date.





                          (r)         No
Objective Material Adverse Effect; No Material Adverse Effect.  As of each Land Interest Acquisition Date,
no event or condition shall have occurred that would result in (i) an Objective
Material Adverse Effect, or (ii) a Material Adverse Effect.


                           (s)         Legal Fees and
Expenses.  The Lessee shall have caused to be paid from
the proceeds of the relevant Advance all reasonable fees and expenses of
attorneys for the Agent, the Lessor and any Participant (other than the Tranche
Y Participant) (which attorneys may be employees of such Person) paid or
incurred in connection with the preparation, negotiation, execution and
delivery of the Operative Documents on the relevant Land Interest Acquisition
Date.


                           (t)        
Construction
Completion.  The
construction of the Phase I Facility or Phase II Facility, as the case may be,
shall have been completed substantially in accordance with the applicable Plans
and Specifications and all Requirements of Law and Insurance Requirements, and
the Phase I Facility or Phase II Facility, as the case may be, shall be ready
for occupancy and use as a facility of the type described in Recital A
of this Agreement.  This shall require,
without limiting the generality of the preceding sentence, that (i) all
utilities required to adequately service the Phase I Facility or Phase II
Facility, as the case may be, for their intended use are available and
"tapped on" and hooked up pursuant to adequate permits (including any
that may be required under applicable Environmental Laws), and (ii) access to
the Phase I Facility or Phase II Facility, as the case may be, for motor
vehicles and, if required, pedestrians from publicly dedicated streets and
public highways is available.  All
Fixtures, furniture, furnishings, Equipment and other property contemplated
under the applicable Plans and Specifications to be incorporated into or installed
such portion of the Property shall have been incorporated or installed free and
clear of all Liens except for Permitted Exceptions.


                           (u)        Architect's Certificate
.  The Lessee shall have furnished to the
Lessor and Agent (i) a certificate of the Architect (substantially in the form
of Exhibit F) dated at or about the Land Interest Acquisition Date with
respect to the relevant portion of the Property and stating that (a) such
portion of the Property has been completed substantially in accordance with the
applicable Plans and Specifications and such portion of the Property is ready
for occupancy and (b) such portion of the Property, as so completed, complies
in all material respects with applicable laws and ordinances, and that attached
thereto are true and complete copies of an "as built" or
"record" set of the applicable Plans and Specifications and a plat of
survey of the Property "as built" showing all paving, driveways,
fences and exterior improvements and (ii) a certificate of occupancy for
the applicable Improvements issued by the City of Sunnyvale, California.


                           (v)        Lessee Certification
 .  The Lessee shall have furnished the Lessor
and the Agent with a certification of the Lessee (substantially in the form of Exhibit
G) as follows:


                           (i)          All amounts
owing to third parties for
the construction of the applicable Improvements and the acquisition of any
Equipment have been, or on the relevant Land Interest Acquisition Date will be,
paid in full, other than with respect to post-closing punch list items to be
performed and paid for by the Existing Owner pursuant to the Property Purchase
Agreement.






                       (ii)         No changes or modifications were made to the related Plans

and Specifications after the Closing Date that have resulted in, or, in the
commercially reasonable judgment of the Lessor, could reasonably be expected to
result in, (x) a decrease in the value of the Property by 10% or more from the
value thereof as of the Closing Date, or (y) a decrease in the useful life of
the Property of ten (10) years or more.



                           (iii)        The conditions set
forth in Sections
6.2(t), (u)(ii), and (w) hereof have been satisfied.



                           (w)        Insurance. 
The Lessee shall have obtained and there
shall be in full force and effect all insurance policies (including all
endorsements thereto) required under Article XIV of the Lease in respect of the
relevant portion of the Property as of the applicable Land Interest Acquisition
Date and the Lessee shall have delivered to the Lessor and the Agent
certificates of insurance in form and substance satisfactory to the Lessor and
the Agent.


                           (x)         Lockheed
Indemnification Agreements.  The Lockheed Indemnification Agreements
shall be in form and substance satisfactory to the Lessor and the Agent and
shall be in full force and effect, and such agreement shall have been duly
assigned to the Lessor and the Lessor shall be fully entitled to all rights and
benefits of the Existing Owner, in its capacity as "Buyer",
thereunder with respect to the relevant portion of the Property as of the
applicable Land Interest Acquisition Date.


             Section
6.3      Further Conditions
Precedent. The occurrence of each
Land Interest Acquisition Date, the obligation of the Lessor to acquire the
Phase I Facility or the Phase II Facility on the Land Interest Acquisition Date
therefor or to make an Advance on any Funding Date following the Closing Date
and the obligation of each applicable Participant to purchase its Participation
Interest in, and to make available its related portion of, such Advance on any
such Funding Date are subject to satisfaction or waiver of the following
conditions precedent and to satisfaction on or before the relevant Land
Interest Acquisition Date as the case may be of the following additional
conditions precedent (it being understood that without limitation of the foregoing,
the Tranche Y Participant's obligation to make available to the Lessor its
portion of any Advance on any Funding Date following the Closing Date shall not
be subject to the conditions precedent set forth in this Section 6.3 to
the extent such conditions are actions required of the Lessee):


                           (a)         Representations
and Warranties.  On such date the representations and
warranties of the Lessee, the Lessor and each Participant contained herein and
in each of the other Operative Documents shall be true and correct as though
made on and as of such date, except to the extent such representations or
warranties relate solely to an earlier date, in which case such representations
and warranties shall have been true and correct on and as of such earlier date.


                          (b)        Performance of Covenants
 .  The parties hereto shall have performed
their respective agreements contained herein and in the other Operative
Documents to be performed by them on or prior to such date (but excluding in
the case of the Lessee any agreements contained in the Operative Documents
where the failure to perform such agreement would result in a Limited Default
or a Limited Event of Default, provided that if such a Limited Default
or Limited Event of Default exists, the provisions of Section 6.5 shall
apply).





                          (c)         Title
 .  Title to the Property shall conform to the
representations and warranties set forth in Sections 8.1(p), 8.2(c)
and 8.3(b).


                           (d)        No Default. 
Other than a Limited Default or a Limited
Event of Default, there shall not have occurred and be continuing any Default
or Event of Default under any of the Operative Documents, and no Default or
Event of Default under any of the Operative Documents will have occurred after
giving effect to the acquisition of the relevant portion of the Property and/or
the making of the Advance requested by such Funding Request, as the case may
be, provided that if a Limited Default or a Limited Event of Default
exists or would have so occurred, the provisions of Section 6.5 shall
apply.


                           (e)         Cash Collateral
.  In the case of any Advance to be made on any
Funding Date following the Closing Date, the Lessee shall have deposited with
the Agent, in accordance with the Cash Collateral Agreement, Cash Collateral in
immediately available funds in an amount equal to the aggregate amount of the
Tranche B Participation Interests and Tranche C Participation Interests in such
Advance to be made on such Funding Date and otherwise as of such date shall
have made all deposits of Cash Collateral then required pursuant to the Cash
Collateral Agreement.


             Section
6.4      Satisfaction of Conditions
Precedent to Closing Date.  The parties hereto acknowledge and agree
that, with respect to the conditions precedent to the Closing Date set forth in
Section 6.1 hereof, the Lessor, the Agent and the Participants (other
than the Tranche Y Participant), by their execution and delivery of the
Operative Documents to be entered into by them on the Closing Date, and absent
fraud, gross negligence or willful misconduct on the part of the Lessee, shall
be deemed to have agreed that such conditions precedent were satisfied or
waived as of the Closing Date.


             Section
6.5      Effect of Failure to
Satisfy Conditions Precedent to Land Interest Acquisition Dates and Subsequent
Funding Dates.  The parties hereto acknowledge and agree
that in the event the conditions precedent set forth in Section 3.4, Section
6.2 or Section 6.3 to the occurrence of each Land Interest
Acquisition Date, the obligation of the Lessor to make an Advance to finance
Property Acquisition Costs on any Land Interest Acquisition Date and to acquire
any portion of the Property on any such date, and the obligation of each
Participant to purchase its Participation Interest in, and to make available to
the Lessor its related portion of, each such Advance on any such Land Interest
Acquisition Date (such conditions precedent being collectively referred to as
the "Acquisition/Funding Conditions"), are not met solely as a
result of the failure of the Lessee to satisfy a Limited Condition Precedent by
reason of (a) the occurrence of a Limited Default or a Limited Event of
Default, or (b) the existence or occurrence of an event, condition or
circumstance that has Material Adverse Effect but which does not also have an
Objective Material Adverse Effect, then, notwithstanding the failure of such
Limited Conditions Precedent to be satisfied, the Lessor shall be required to
acquire the relevant portion of the Property and make the related Advance to
finance Property Acquisition Costs or Transaction Expenses on the relevant Land
Interest Acquisition Date, and each Participant shall be obligated to purchase
its Participation Interest in, and make available to Lessor its related portion
of, such Advance on such date; provided that immediately following the
consummation of such purchase and the making of, and purchases of Participation
Interests in, such Advance, the Lessor, the Agent and the Participants
(excluding the Tranche Y Participant) shall be entitled in their sole
discretion to declare that a Limited Default or Limited Event of Default has
occurred and is continuing and to exercise their rights and remedies in respect
of such Limited Default or Limited Event of Default, subject only to the
limitations set forth in Section 17.2(h) of the Lease.  The parties hereto further acknowledge and
agree that in the event the Acquisition/Funding Conditions are otherwise not
satisfied, the Lessor shall have no obligation to acquire the relevant portion
of the Property and make the related Advance to finance Property Acquisition
Costs or Transaction Expenses on the relevant Land Interest Acquisition Date,
nor shall any Participant be obligated to purchase its Participation Interest
in, or make available to Lessor its related portion of, such Advance on such
date.





SECTION 7


REPRESENTATIONS OF THE LESSOR AND THE PARTICIPANTS


             Section
7.1      Representations of the
Lessor.  The Lessor represents and warrants to each
of the other parties hereto as follows:


                           (a)         Due
Organization, etc.  It is a corporation duly organized, validly
existing and in good standing under the laws of the State of Illinois and has
the corporate power and authority to enter into and perform its obligations
under each of the Operative Documents to which it is or will be a party and
each other agreement, instrument and document to be executed and delivered by
it in connection with or as contemplated by each such Operative Document to
which it is or will be a party.


                           (b)        Authorization; No
Conflict.  The execution, delivery and performance of
each Operative Document to which it is or will be a party 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 current
United States or Illinois law, governmental rule or regulation, (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, its
certificate of incorporation or by–laws, or any indenture, mortgage, deed
of trust, conditional sales contract, 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 or (iv) does or will require any Governmental Action by any
Governmental Authority, except such as have been obtained on the Lessee's or
the Lessor's behalf.


                           (c)        
Enforceability,
etc.  Each
Operative Document to which the Lessor is or will be a party has been, or on or
before the Closing Date (or the applicable Land Interest Acquisition Date, as
the case may be) will be duly executed and delivered by the Lessor and each
such Operative Document to which the Lessor is a party constitutes, or upon
execution and delivery will constitute, a legal, valid and binding obligation
enforceable against the Lessor in accordance with the terms thereof, except as
the same may be limited by insolvency, bankruptcy, reorganization or other laws
relating to or affecting creditors' rights or by general equitable principles.





                          (d)        Litigation
 .  There is no action or proceeding pending or,
to its knowledge, threatened to which it is a party, before any Governmental
Authority that, if adversely determined, would materially and adversely affect
its ability to perform its obligations under the Operative Documents to which
it is a party, would have a material adverse effect on the financial condition
of the Lessor or would question the validity or enforceability of any of the
Operative Documents to which it is or will become a party.


                           (e)         Assignment
 .  It has not assigned or transferred any of its
right, title or interest in or under the Lease except to the Agent and the
Participants in accordance with this Agreement and the other Operative
Documents.


                           (f)         Defaults
 .  No default or event of default under the
Operative Documents attributable to it has occurred and is continuing.


                           (g)        Securities Act
 .  Neither the Lessor nor any Person authorized
by the Lessor to act on its behalf has offered or sold any interest in the
Lease, or in any similar security relating to the 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 the Agent and the Participants, and neither the Lessor nor any Person
authorized by the Lessor to act on its behalf will take any action which would
subject the issuance or sale of any interest in the Lease or the Property to
the provisions of Section 5 of the Securities Act or require the qualification
of any Operative Document under the Trust Indenture Act of 1939, as amended.


                           (h)        Chief Place of Business
.  The Lessor's chief place of business, chief
executive office and office where the documents, accounts and records relating
to the transactions contemplated by this Participation Agreement and each other
Operative Document are kept are located at 135 South LaSalle Street, Chicago,
Illinois 60603.


                           (i)          Federal
Reserve Regulations.  The Lessor is not engaged principally in,
and does not have as one 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), and no part of the proceeds of the
purchase of the Participation Interests 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 T, U, or X of the Board.


                           (j)          
Investment Company Act.  The Lessor is not an "investment
company" or a company controlled by an "investment company"
within the meaning of the Investment Company Act.


                           (k)         No Plan Assets
 .  The Lessor is not acquiring its interests in
the Property with the assets of any "employee benefit plan" (as
defined in Section 3(3) of ERISA) which is subject to Title I of ERISA, or
"plan" (as defined in Section 4975(e)(1) of the Code).





             Section 7.2      Representations
of the Participants. Each Participant
represents and warrants to the Lessor, each of the other Participants and,
other than in the case of the Tranche Y Participant, to the Lessee, as follows:


                           (a)         No Plan Assets
 .  Such Participant is not and will not be
funding its Participation Interest hereunder, and is not performing its
obligations under the Operative Documents, with the assets of an "employee
benefit plan" (as defined in Section 3(3) of ERISA) which is subject to
Title I of ERISA, or "plan" (as defined in Section 4975(e)(1) of the
Code).  The advancing of any amount with
respect to its Participation Interest on any Funding Date shall constitute an
affirmation by the subject Participant of the preceding representation and
warranty as of such date.


                           (b)        Due Organization, etc
.  It is either (i) a duly organized and
validly existing corporation in good standing under the laws of the state of
its incorporation, or (ii) a national banking association duly organized and
validly existing under the laws of the United States or (iii) a banking
corporation duly organized and validly existing under the laws of the
jurisdiction of its organization, and, in each case, has the corporate power
and authority to execute, deliver and carry out the terms and provisions of the
Operative Documents to which it is a party.


                           (c)         Authorization;
No Conflict.  The execution, delivery and performance of
each Operative Document to which it is or will be a party 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 current
law, governmental rule or regulation of the United States or the state or
country of its organization, (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, its certificate of incorporation or
bylaws, articles of association or other organizational documents or any
indenture, mortgage, deed of trust, conditional sales contract, 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 or (iv) does or will require any
Governmental Action by any Governmental Authority.


                           (d)        
Enforceability,
etc.  Each
Operative Document to which it is a party has been, or on or before the Closing
Date will be, duly executed and delivered by it and each such Operative
Document to which it is a party constitutes, or upon execution and delivery
will constitute, a legal, valid and binding obligation enforceable against it
in accordance with the terms thereof, except as the same may be limited by
insolvency, bankruptcy, reorganization or other laws relating to or affecting
creditors' rights or by general equitable principles.


                           (e)         Litigation
 .  There is no action or proceeding pending or,
to its knowledge, threatened to which it is or will be a party before any
Governmental Authority that is reasonably likely to be adversely determined
and, if adversely determined, would materially and adversely affect its ability
to perform its obligations under the Operative Documents to which it is a
party.


                           (f)         Investment
 .  The Participation Interest being acquired by
such Participant is being acquired by such Participant for investment and not
with a view to the resale or distribution of such interest or any part thereof,
but without prejudice, however, to the right of such Participant at all times
to sell or otherwise dispose of all or any part of such interest under a
registration available under the Securities Act or under an exemption from such
registration available under the Securities Act, it being understood that the
disposition of the Participation Interest to be purchased by such Participant
shall, at all times, remain entirely within its control subject to the provisions
of Section 12 below.





                           (g)        Offer of Securities, etc.
  Neither such Participant nor any Person
authorized to act on its behalf has, directly or indirectly, offered to sell
its Participation Interest or any other similar securities (the sale or offer
of which would be integrated with the sale or offer of the Participation
Interest), for sale to, or solicited any offer to acquire any of the same from,
any Person.


                           (h)        No Registration
 .  Such Participant understands and
acknowledges that the Participation Interests have not been and will not be
registered under the Securities Act in reliance upon the exemption provided in
Section 4(2) of the Securities Act or any other applicable exemption, that
Participation Interests have not and will not be registered or qualified under
the securities or "blue sky" laws of any jurisdiction, that the
Participation Interests may be resold or otherwise transferred only if so
registered or qualified or if an exemption from registration or qualification
is available, that neither Lessee nor Lessor is required to register the
Participation Interests and that any transfer must comply with the provisions
of the Operative Documents relating thereto. 
Such Participant will comply with all applicable federal and state
securities laws in connection with any subsequent resale of the Participation
Interests held by it.


                           (i)          
Accredited Investor.  Such Participant is a sophisticated investor
and an "accredited investor" as defined in paragraph (1), (2), (3) or
(7) of Rule 501(a) of the Securities Act, and has knowledge and experience in
financial and business matters and is capable of evaluating the merits and
risks of its investment in the Participation Interests and is able to bear the
economic risk of such investment.  Such
Participant has been given such information concerning the Participation
Interests, the other Operative Documents, the Property, the Guarantor and the
Lessee as it has requested.


SECTION 8


REPRESENTATIONS OF THE LESSEE


             Section
8.1      Representations of the
Lessee. The Lessee represents
and warrants to each of the other parties hereto (other than the Tranche Y
Participant) that:


                           (a)         Organization;
Powers; Qualification.
Each of the Lessee and its Restricted Subsidiaries (a) is a corporation or
other entity duly organized, validly existing and in good standing under the
laws of its respective jurisdiction of organization, (b) has all requisite
power and authority to own, lease and operate its properties, to carry on its
business, to enter into the Operative Documents to which it is a party and to
carry out the transactions contemplated hereby and thereby, and (c) is
qualified or licensed to do business and is in good standing in each
jurisdiction in which the failure to be so qualified or licensed or in good
standing has not had, and could not be reasonably expected to have, an
Objective Material Adverse Effect.  The
Lessee's chief place of business is located in Santa Clara County, California.





                           (b)        Authorization of Operative
Documents;
No Conflict.  The execution, delivery
and performance by the Lessee of the Operative Documents to which it is or will
be a party have been or as of the relevant date of execution and delivery
thereof will be duly authorized by all necessary corporate action on the part
of the Lessee.  The execution, delivery
and performance by the Lessee of the Operative Documents to which it is or will
be a party and the consummation by the Lessee of the transactions contemplated
by the Operative Documents do not and will not (i) violate any material provision
of any law or any governmental rule or regulation applicable to the Lessee, any
of the certificate of incorporation or bylaws of the Lessee, or any order,
judgment or decree of any court or other agency of government binding on the
Lessee or the Property or any portion thereof; (ii) conflict with, result in a
breach or an acceleration of or entitle any other Person to accelerate (with
due notice or lapse of time or both) any indenture, loan agreement, other
agreement for borrowed money or other agreement or contractual arrangement of
the Lessee required by Regulation S–K to be made part of the Lessee's
filings with the SEC pursuant to the Exchange Act; (iii) result in or require
the creation or imposition of any Lien (or the obligation to create or impose
any Lien) upon any of the properties or assets of the Lessee (other than any
Liens created under any of the Operative Documents and other than Permitted
Liens); or (iv) require any approval of stockholders or any approval or consent
of any Person under any indenture, loan agreement, other agreement for borrowed
money or other agreement or contractual arrangement of the Lessee required by
Regulation S–K to be made part of the Lessee's filings with the SEC
pursuant to the Exchange Act, except for such approvals or consents which will
be obtained on or before the Closing Date.


                           (c)         Governmental
Consents.  The execution, delivery and performance by
the Lessee of the Operative Documents to which it is or will be a party and the
consummation by the Lessee of the transactions contemplated by the Operative
Documents do not and will not require any Governmental Action by any
Governmental Authority except for filings and recordings of the Operative
Documents (as listed in Section 8.2(f) hereof with respect to each
portion of the Property) the appropriate Governmental Authorities, all of which
will have been completed on or prior to the applicable Land Interest
Acquisition Date.


                           (d)        Binding Obligation
 .  Each Operative Document to which the Lessee
is or will be a party has been or will be duly executed and delivered by the
Lessee and (assuming due authorization by the other parties thereto, other than
the Lessee) is or will be the legally valid and binding obligation of the
Lessee, enforceable against the Lessee in accordance with its respective terms,
except as may be limited by bankruptcy, insolvency, reorganization, moratorium
or other laws relating to the enforcement of, or limiting, creditors' rights
generally or by general equitable principles.


                           (e)         Historical
Financial Statements.  The Historical Financial Statements comply
as to form in all material respects with applicable accounting requirements and
the published rules and regulations of the SEC with respect thereto, have been
prepared in accordance with GAAP (except as may be indicated in the notes
thereto) and fairly present the consolidated financial position of the Lessee
and its consolidated Subsidiaries as of the dates thereof and the consolidated
results of their operations and cash flows for the periods then ended (except
in the case of interim period financial information for normal year-end
adjustments).  Neither Lessee nor any of
its Subsidiaries has any contingent liability, any liability for taxes, or any
other outstanding obligation that is not reflected in the Historical Financial
Statements or the notes thereto and which in any such case is material in
relation to the business, operations, properties, assets, condition (financial
or otherwise) or prospects of the Lessee and its Subsidiaries taken as a whole.





                          (f)         No
Material Adverse Effect.  Since
December 31, 1999, no event or change has occurred that has caused, either
in any case or in the aggregate, a Material Adverse Effect.


                           (g)        Litigation; Adverse
Proceedings.  There are no Adverse Proceedings pending
individually or in the aggregate, (i) that seek to enjoin, either directly
or indirectly, the execution, delivery or performance by the Lessee of the
Operative Documents or the transactions contemplated hereby or thereby, or question
the validity of the Operative Documents or the rights or remedies of the
Lessor, the Agent or the Participants with respect to the Lessee or the
Property under the Operative Documents or (ii) could reasonably be
expected to have an Objective Material Adverse Effect.  Neither the Lessee nor any of its Restricted
Subsidiaries is subject to or in default with respect to any final judgments,
writs, injunctions, decrees, rules or regulations of any court or any federal,
state, municipal or other governmental department, commission, board, bureau,
agency or instrumentality, domestic or foreign, that, individually or in the
aggregate, could reasonably be expected to have an Objective Material Adverse
Effect.


                           (h)        Payment of Taxes
 .  All federal and all material state, local
and foreign tax returns and reports of the Lessee and its Restricted
Subsidiaries required to be filed by any of them have been filed where the
failure to file would have an Objective Material Adverse Effect, and all taxes
shown on such tax returns to be due and payable and all assessments, fees and
other governmental charges upon the Lessee and its Restricted Subsidiaries and
upon their respective properties, assets, income, businesses and franchises
which are due and payable have been paid when due and payable, other than those
contested in good faith by appropriate proceedings and for which adequate
reserves in accordance with GAAP have been made and subject, in the case of the
Property, to the terms of the Lease. 
The Lessee knows of no material proposed tax adjustment against the
Lessee or any of its Subsidiaries which is not being actively contested by the
Lessee or such Subsidiary in good faith and by appropriate proceedings; provided,
such reserves or other appropriate provisions, if any, as shall be required in
conformity with GAAP shall have been made or provided therefor, and provided
further that, in the case of the Property, any such contest shall be
subject to the terms of the Lease.


                           (i)          No Defaults
.  Neither the Lessee nor any of its Restricted
Subsidiaries is in violation of or in default with respect to (i) any provision
of any Applicable Law, other than violations or defaults which could not
reasonably be expected to have an Objective Material Adverse Effect, or (ii)
the performance, observance or fulfillment of any of the obligations, covenants
or conditions contained in any indenture, mortgage, deed of trust, conditional
sale contract, credit agreement or other material agreement or instrument to
which it is a party or by which it or its properties may be bound or affected,
other than violations or defaults which could not reasonably be expected to
have an Objective Material Adverse Effect.





                          (j)          
Governmental
Regulation. The Lessee is not subject to regulation under the Public Utility
Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce
Act, or, any state public utilities code or under any other federal or state
statute or regulation which may limit its ability to incur Indebtedness or to
grant Liens on any of its property or assets, or which may otherwise render all
or any portion of the obligations of the Lessee to the Lessor, the Agent or the
Participants under the Operative Documents unenforceable.  As of the date hereof the Lessee is subject
to regulation under the Investment Company Act of 1940, as amended, provided
that the SEC has issued an exemption order in favor of the Lessee with respect
to such Act, and provided further that neither such status of the
Lessee with respect to such Act, nor the terms of such exemption order, limits
the Lessee's ability to incur Indebtedness or otherwise renders all or any
portion of the obligations of the Lessee to the Lessor, the Agent or the
Participants under the Operative Documents unenforceable.


                           (k)         Employee
Benefit Plans.


                           (i)          Neither the
Lessee nor any ERISA
Affiliate maintains or contributes to, or has ever maintained a Pension Plan.
Neither the Lessee nor any ERISA Affiliate has any liability with respect to
any post-retirement benefit under any Employee Benefit Plan which is a welfare
plan (as defined in Section 3(1) of ERISA), other than liability for health
plan continuation coverage described in Part 6 of Title I(B) of ERISA, which
liability for health plan coverage is not reasonably likely to have an Objective
Material Adverse Effect.



                           (ii)         Each Employee
Benefit Plan complies, in
both form and operation, in all material respects, with its terms, ERISA and
the Code, and no condition exists or event has occurred with respect to any
such plan which would result in the incurrence by either the Lessee or any
ERISA Affiliate of any material liability, fine or penalty.  Each Employee Benefit Plan, related trust
agreement, arrangement and commitment of the Lessee or any ERISA Affiliate is
legally valid and binding and in full force and effect in all material
respects.  No Employee Benefit Plan is
being audited or investigated by any governmental authority or is subject to
any pending or, to the best knowledge of Lessee, threatened, claim or
suit.  Neither the Lessee nor any ERISA
Affiliate nor any fiduciary of any Employee Benefit Plan has engaged in a
prohibited transaction under Section 406 of ERISA or section 4975 of the Code.
No breach of fiduciary responsibility has occurred with respect to any Employee
Benefit Plan under Section 404 of ERISA or Section 4975 of the Code.



                           (iii)        Neither the Lessee nor
any ERISA
Affiliate contributes to or has ever contributed to any Multiemployer Plan.



                           (iv)       If the Lessee or any ERISA
Affiliate on
or after the date of this Participation Agreement:  (1) maintains or contributes to a Pension Plan;
(2) contributes or has any material contingent obligations to any
Multiemployer Plan; or (3) incurs a liability with respect to any
post-retirement benefit under any Employee Benefit Plan which is a welfare plan
(as defined in Section 3(1) of ERISA), other than liability for health
plan continuation coverage described in Part 6 of Title I(B) of
ERISA, which liability for health plan coverage is not reasonably likely to have
an Objective Material Adverse Effect, then the Lessee shall promptly provide a
written notice thereof and a statement affirming that no Objective Material
Adverse Effect could reasonably be expected to occur as a result thereof.






                          (l)          
Licenses, Permits, etc.  The
Lessee and its Subsidiaries own or possess all licenses, permits, franchises,
authorizations, copyrights, service marks, trademarks and trade names or rights
thereto, and to their knowledge possess all patents, that individually or in
the aggregate, are material to the conduct of its business and, in the case of
patents, excluding those the failure of which to own or possess would not
reasonably be expected to result in an Objective Material Adverse Effect.  To the best knowledge of the Lessee, no such
license, permit, franchise, authorization, patent, copyright, service mark,
trademark or trade name, and no product of the Lessee or any of its Restricted
Subsidiaries infringes in any material respect on any license, permit,
franchise, authorization, patent, copyright, service mark, trademark, trade
name or other right owned by any other Person, except for such infringement as
would not reasonably be expected to result in an Objective Material Adverse
Effect.  To the best knowledge of the
Lessee, there is no material violation by any Person of any right of the Lessee
or any of its Subsidiaries with respect to any patent, copyright, service mark,
trademark, trade name or other right owned or used by the Lessee or any of its
Subsidiaries other than violations which would not reasonably be expected to
have an Objective Material Adverse Effect.


                           (m)        Subsidiaries. 
 Schedule III identifies each
Subsidiary of the Lessee as of the date hereof, the jurisdiction of its
incorporation or formation, the percentage of issued and outstanding shares of
each class of its capital stock or other equity interests owned by the Lessee
and its Subsidiaries and, if such percentage is not 100% (excluding directors'
qualifying shares as required by law), a description of each class of its authorized
capital stock and the number of shares of each class issued and outstanding.


                           (n)        Offer of Securities, et
c.  Neither the Lessee nor any Person authorized
to act on its behalf has, directly or indirectly, offered or will offer any
interest in the Property or any portion thereof or the Lease or any other
interest similar thereto (the sale or offer of which would be integrated with
the sale or offer of such interest in the Property or the Lease), for sale to,
or solicited or will solicit any offer to acquire any of the same from, any
Person other than the Agent or Participants, the Lessor and other
"accredited investors" (as defined in Regulation D of the Securities
and Exchange Commission).


                           (o)        Disclosure. 
The representations and warranties of the Lessee
contained in any Operative Document and in any other document, certificate or
written statement furnished to the Lessor, the Agent and/or the Participants by
or on behalf of the Lessee pursuant to the Operative Documents for use in
connection with the transactions contemplated hereby, when taken as a whole, do
not contain any untrue statement of a material fact or omit to state a material
fact (known to the Lessee, in the case of any document not furnished by the
Lessee) necessary in order to make the statements contained herein or therein
not misleading in light of the circumstances in which the same were made.  There are no facts known to the Lessee that,
individually or in the aggregate, could reasonably be expected to result in
either an Objective Material Adverse Effect or a Material Adverse Effect and
that have not been disclosed herein or in such other documents, certificates
and statements furnished to the Lessor, the Agent and/or the Participants for
use in connection with the transactions contemplated hereby.





                          (p)        Intentionally
Omitted.


                           (q)        Environmental Matters
.  Except as disclosed in the Environmental
Audit delivered as of the Closing Date:


                           (i)          The Property
does not contain, any
Materials of Environmental Concern in amounts or concentrations which (A)
constitute a violation of, or (B) could reasonably be expected to give rise to
liability under, any Environmental Law.



                           (ii)         The Property
complies in all material
respects with all applicable Environmental Laws, and there is no contamination
at or under (or, to the knowledge of the Lessee, about) the Property.



                           (iii)        The Lessee has not
received any notice
of violation, alleged violation, non-compliance, liability or potential
liability regarding environmental matters or compliance with Environmental Laws
with regard to the Property, nor does the Lessee have knowledge or reason to
believe that any such notice will be received.



                           (iv)       Materials of Environmental
Concern are
not being transported or disposed of from the Property by Lessee or any of its
Affiliates in violation of, or in a manner or to a location which could
reasonably be expected to give rise to material liability under, any
Environmental Law, nor are any Materials of Environmental Concern being
generated, treated, stored or disposed of at, on or under any of the Property
in violation of, or in a manner that could reasonably be expected to give rise
to material liability under, any applicable Environmental Law.



                           (v)        There are no judicial
proceedings or
governmental or administrative actions pending under any Environmental Law in
which the Lessee or any of its Subsidiaries is named as a party with respect to
the Property nor are there any consent decrees or other decrees, consent
orders, administrative orders or other orders, or any administrative or
judicial requirements outstanding under any Environmental Law with respect to
the Property.



                           (vi)       There has been no release of
Materials of
Environmental Concern at or from the Property, or arising from or related to
the operations of the Lessee or in connection with the Property in violation of
or in amounts or in a manner that could reasonably give rise to material
liability under Environmental Laws.



                           (r)         Solvency
 .  The Lessee is solvent and has assets having
a value both at fair value and at present fair saleable value at least equal to
the amount of its liabilities.





             Section 8.2      Representations
of the Lessee with Respect to the Property. The Lessee hereby
represents and warrants to each of the other parties hereto (other than the
Tranche Y Participant), on the Closing Date and on each other date on which
representations and warranties of the Lessee are made or deemed made pursuant
to the Operative Documents, as follows:


                           (a)         Representations
.  The representations and warranties of the
Lessee set forth in the Operative Documents to which it is a party are true and
correct on and as of such date, except to the extent such representations or
warranties relate solely to an earlier date, in which case such representations
and warranties shall have been true and correct on and as of such earlier
date.  The Lessee is in compliance with
its obligations under the Operative Documents to which it is a party and there
exists no Default or Event of Default.


                           (b)        Property. 
The Property consists of the Phase I Land
Interest on which the Phase I Improvements (which are of the type described in Recital
A to this Agreement) will have been constructed as of the initial Land
Interest Acquisition Date and, from and after the Land Interest Acquisition Date
in respect thereof, the Phase II Land Interest on which the Phase II
Improvements (which will be of the type described in Recital A to this
Agreement) will have been constructed as of such Land Interest Acquisition
Date. The Property is located in Sunnyvale, California.  The Property does, and as improved in
accordance with the applicable Plans and Specifications will as of the
applicable Land Interest Acquisition Date, and the use thereof by the Lessee,
its Subsidiaries and their respective agents, assignees, employees, invitees,
lessees, licensees, contractors and tenants does and will comply in all
material respects with all Requirements of Law (including, without limitation,
Title III of the Americans with Disabilities Act, all zoning and land use laws,
all Environmental Laws and all building, planning, zoning and fire codes),
except for such Requirements of Law as the Lessee shall be contesting in good
faith by appropriate proceedings and in accordance with the applicable
provisions of the Lease, and complies with all Insurance Requirements.  The applicable Plans and Specifications have
been prepared in all material respects in accordance with applicable
Requirements of Law (including, without limitation, Title III of the Americans
with Disabilities Act, all zoning and land use laws, all Environmental Laws and
all building, planning, zoning and fire codes) and neither the Phase I
Improvements nor, upon completion thereof in accordance with the applicable
Plans and Specifications, the Phase II Improvements, encroach in any manner
onto any adjoining land (except as permitted by express written easements or as
insured by appropriate title insurance). 
Each of the Phase I Improvements, and upon completion thereof in accordance
with the related Plans and Specifications, the Phase II Improvements (including
in each case, without limitation, structural members, the plumbing, heating,
air conditioning and electrical systems of any such Improvements), and all
water, sewer, electric, gas, telephone and drainage facilities, have been or
will be completed in a workmanlike manner and in accordance with the applicable
Plans and Specifications and will be fit for use as first class facilities of
the type described in Recital A to this Agreement, and all other
utilities required to adequately service any such Improvements for their
intended use are or will be available and "tapped on" and hooked up
pursuant to adequate permits (including any that may be required under
applicable Environmental Laws).  There
is no action, suit or proceeding (including any proceeding in condemnation or
eminent domain or under any Environmental Law) pending or, to the best of the
Lessee's knowledge, threatened with respect to the Lessee, its Affiliates or
the Property which materially adversely affects the title to, or the use,
operation or value of, the Property or any portion thereof.  Except as may be disclosed to the Lessor and
the Agent in writing in accordance with Section 15.1(c) of the Lease, no fire
or other casualty with respect to the Property or any portion thereof has
occurred.  The Property has available
(or will have available by the applicable Land Interest Acquisition Date) all
material services of public facilities and other utilities necessary for use
and operation of such facilities and the other Improvements for their primary
intended purposes, including, without limitation, adequate water, gas and
electrical supply, storm and sanitary sewerage facilities, telephone, other
required public utilities and means of access to such facilities from publicly
dedicated streets and public highways for pedestrians and motor vehicles.  All utilities serving the Property, or
proposed to serve the Property in accordance with the applicable Plans and Specifications,
are (or will be) located in, and vehicular access to each of the Phase I
Improvements and the Phase II Improvements on the Property is (or will be)
provided by, either public rights-of-way abutting such portion of the Property
or Appurtenant Rights.  All material
licenses, approvals, authorizations, consents, permits (including, without
limitation, building, and environmental permits, licenses, approvals,
authorizations and consents), easements and rights–of–way,
including proof and dedication, required for the use and operation of any of
the Improvements in accordance with the applicable Plans and Specifications
have either been obtained from the appropriate Governmental Authorities having
jurisdiction or from private parties, as the case may be, or will be obtained
from the appropriate Governmental Authorities having jurisdiction or from
private parties, as the case may be, prior to commencing any such use and
operation, and will in each case be maintained by the Lessee during the periods
for which they are required by Applicable Law or such Governmental Authorities.





                           (c)         Title.  Each Deed
providing for the acquisition of a portion of the
Property is sufficient to convey title to such portion of the Property in fee
simple, subject only to Permitted Exceptions. 
Upon conveyance of the relevant Deed on the relevant Land Interest
Acquisition Date, the Lessor will own fee simple title to the relevant portion
of the Property and the applicable Improvements thereon, subject to Permitted
Exceptions, and will have the right to grant a Mortgage on such portion of the
Property.


                           (d)        Insurance. 
The Lessee has obtained insurance coverage
covering the Property which meets the requirements of Article XIV of the Lease,
and such coverage is in full force and effect.


                           (e)         Lease. 
 (i) Upon the execution and delivery of each Lease Supplement, the
Lessee will have unconditionally accepted the portion of the Property covered
thereby and will be bound by the terms of such Lease Supplement and, upon the
applicable Lease Commencement Date will have a valid leasehold interest in the
related portion of the Property, subject only to the Permitted Exceptions; (ii)
from and after the applicable Lease Commencement Date, the Lessee's obligation
to pay Rent will be an independent covenant and no right of deduction or offset
will exist with respect to any Rent or other sums payable under the Lease; and
(iii) from and after the applicable Lease Commencement Date, no Rent under the
Lease will have been prepaid and the Lessee will have no right to prepay the
Rent, except as specifically set forth therein.


                           (f)         Protection of
Interests. (i) On
each Land Interest Acquisition Date, the applicable Lease Supplement, the
Assignment of Lease, the Consent to Assignment and the applicable Mortgage are
each in a form sufficient, and have been or will be recorded with the Office of
the Recorder of Santa Clara County, California, which is the only recording
office necessary to grant perfected first priority liens on the applicable
portion of the Property covered thereby to the Agent or the Lessor, as the case
may be, (ii) the Agent Financing Statements are each in a form sufficient, and
have been delivered to the title company for filing or will be filed with the
Secretary of State of the State of California and the Office of the Recorder of
Santa Clara County, California, which are all filing offices necessary to
create a valid and perfected first priority security interest in the Lessor's
interest in the relevant Improvements; and (iii) the Lessor Financing
Statements are each in a form sufficient, and have been delivered to the title
company for filing or will be filed with the Secretary of State of the State of
California and the Office of the Recorder of Santa Clara County, California,
which are all filing offices necessary to perfect the Lessor's interest under
the Lease to the extent the Lease is a security agreement.





                           (g)        Flood Hazard Areas.  No
portion of the 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 portion of the Property
is located in an area identified as a special flood hazard area by the Federal
Emergency Management Agency or other applicable agency, then flood insurance
has been obtained for the Property or such portion thereof in accordance with
Section 14.3 of the Lease and in accordance with the National Flood Insurance
Act of 1968, as amended.


                           (h)        Conditions Precedent
 .  All conditions precedent (other than the
Limited Conditions Precedent, provided that if a Limited Condition
Precedent has not been satisfied, the provisions of Section 6.5 shall
apply) contained in this Agreement and in the other Operative Documents
relating to the acquisition and, upon the applicable Lease Commencement Date,
leasing of the applicable portion of the Property by the Lessor have been
satisfied in full.


             Section
8.3      Representations of the
Lessee With Respect to Each Advance.  The Lessee hereby represents and warrants as
of each Funding Date on which an Advance is made as follows:


                           (a)         Representations
.  The representations and warranties of the
Lessee set forth in the Operative Documents to which it is a party (including
the representations and warranties set forth in Sections 8.1 and 8.2)
are true and correct on and as of such Funding Date, except to the extent such
representations or warranties relate solely to an earlier date, in which case
such representations and warranties shall have been true and correct on and as
of such earlier date.  The Lessee is in
compliance with its obligations under the Operative Documents and there exists
no Default or Event of Default (other than a Limited Default or a Limited Event
of Default, provided that if a Limited Default or a Limited Event of
Default exists, the provisions of Section 6.5 shall apply).  No Default or Event of Default (other than a
Limited Default or a Limited Event of Default, provided that if a
Limited Default or a Limited Event of Default exists, the provisions of Section
6.5 shall apply) will occur as a result of, or after giving effect to, the
Advance requested by the Acquisition Request or the Funding Request on such
date.


                           (b)        No Liens. 
There are no Liens against the Property
other than Permitted Exceptions.  The
Participation Interests funding such Advance are secured by the Lien of the
Mortgage.





                           (c)         Advance.  The
amount of the Advance requested
represents amounts owing in respect of the acquisition price of the applicable
portion of the Property and related Transaction Expenses or amounts paid by the
Lessee to third parties in respect of Transaction Expenses for which the Lessee
has not previously been reimbursed by an Advance.  The conditions precedent on the part of the Lessee to such
Advance and the related remittances by the Participants with respect thereto set
forth in Section 6 have been satisfied (other than the Limited
Conditions Precedent, provided that if a Limited Condition Precedent has
not been satisfied, the provisions of Section 6.5 shall apply).


                           (d)        Insurance. 
The Lessee has obtained insurance coverage
covering the Property which meets the requirements of Article XIV of the Lease,
and such coverage is in full force and effect.


SECTION 9


PAYMENT OF CERTAIN EXPENSES


             The Lessee agrees, for the benefit
of the Lessor, the Agent and the Participants, that:


             Section
9.1      Transaction Expenses.  At all times from and after the Closing
Date, the Lessee shall pay from time to time all Transaction Expenses unless
requested to be capitalized and funded by related fundings of Participation
Interests (and permitted to be so capitalized by the Participants).


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


             Section
9.3      Obligations.  At all times from and after the Closing
Date, the Lessee shall pay, on or before the due date thereof, all costs,
expenses and other amounts required to be paid by any Mortgage and the
Assignment of Lease (other than the principal amount or equity component of, or
interest or yield on, the Advances).


SECTION 10


OTHER COVENANTS AND AGREEMENTS


             Section
10.1    Covenants of the Lessee.


                           (a)        
Affirmative
Covenants.  The
Lessee hereby agrees that, so long as this Agreement is in effect or any amount
is owing to any Participant, the Lessor or the Agent hereunder or under any
other Operative Document, the Lessee shall and (except in the case of delivery
of financial information, reports, and notices) shall cause each of its
Restricted Subsidiaries to perform each of the following covenants:





                           (i)          General Business
Operations.  Each of the Lessee and its Restricted
Subsidiaries shall (i) preserve and maintain its corporate existence and all of
its rights, privileges and franchises reasonably necessary to the conduct of
its business, and (ii) conduct its business activities in compliance with all applicable
laws and governmental rules and regulations, and all indentures, loan
agreements or other agreements for borrowed money or other material agreements
or contractual arrangements applicable to such entity or its property or
assets, the violation of which is reasonably likely to have a Material Adverse
Effect; provided, however, that the Lessee and its Subsidiaries
may dissolve, liquidate or dispose of any of its Subsidiaries if such
dissolution, liquidation or disposition is not reasonably likely to have a
Material Adverse Effect.  The Lessee
shall maintain its chief executive office and principal place of business in
the United States and shall not relocate its chief executive office of
principal place of business outside of the State of California except upon not
less than thirty (30) days prior written notice to the Agent.



                           (ii)         Maintenance of
Properties.  Subject, in the case of the Property, to the
provisions of the Lease, the Lessee will, and will cause each of its
Subsidiaries to, maintain or cause to be maintained in all material respects in
good repair, working order and condition, ordinary wear and tear excepted, all
property useful and necessary in the business of the Lessee and its
Subsidiaries.



                           (iii)        Payment of Taxes
and Claims.  Subject, in the case of the Property, to the
provisions of the Lease, the Lessee will, and will cause each of its Restricted
Subsidiaries to, pay all taxes, assessments and other governmental charges
imposed upon it or any of its properties or assets or in respect of any of its
income, businesses or franchises before any penalty accrues thereon, and all
claims (including claims for labor, services, materials and supplies) for sums
that have become due and payable and that by law have or may become a Lien upon
any of its properties or assets, prior to the time when any penalty or fine
shall be incurred with respect thereto; provided, no such charge or
claim need be paid if it is being contested in good faith by appropriate
proceedings promptly instituted and diligently conducted and for which
appropriate reserves as required by GAAP are maintained.  The Lessee will not file or consent to the
filing of any consolidated income tax return with any Person (other than its
Subsidiaries).



                           (iv)       Books and Records; Financial

Statements and Other Reports. The Lessee and its Restricted Subsidiaries
shall at all times keep proper books of record and account in which full, true
and correct entries will be made of their transactions in accordance with
GAAP.  The Lessee will deliver or cause
to be delivered to the Agent (with sufficient copies for each of the
Participants, other than the Tranche Y Participant) and to the Lessor:



                           (A)       as soon as available and in
any event
within ninety (90) days after the end of each Fiscal Year of the Lessee, an
audited statement of financial position of the Lessee and its consolidated
Subsidiaries as of the end of such Fiscal Year and the related consolidated
statements of income, shareholder's equity and cash flows for such Fiscal Year,
setting forth in each case in comparative form the figures for the previous
Fiscal Year, all accompanied by the unqualified opinion of
PriceWaterhouseCoopers LLP or other independent public accountants of
nationally recognized standing stating that such consolidated financial
statements present fairly the financial position of the Lessee and its
consolidated Subsidiaries for the periods indicated, in conformity with GAAP,
and applied on a basis consistent with prior years; together with a Responsible
Officer's Certificate containing a computation of, and showing compliance with,
each of the financial ratios and restrictions contained in Section 10.2
and stating that the Responsible Officer executing such certificate is not
aware of any Event of Default or Default that has occurred and is continuing,
or if such officer is aware of any such Event of Default or Default, describing
it and the steps, if any, being taken to cure it;






                           (B)        as soon as available and in any event

within forty-fifty (45) days after the end of each of the first three Fiscal
Quarters of each Fiscal Year of the Lessee, a consolidated statement of
financial position of the Lessee as of the end of such Fiscal Quarter and the
related consolidated statements of income, shareholder's equity and cash flows
for such Fiscal Quarter and for the portion of the Lessee's Fiscal Year ended
at the end of such Fiscal Quarter, together with a Responsible Officer's
Certificate containing a computation of, and showing compliance with, each of
the financial ratios and restrictions contained in Section 10.2 and
stating that no Default or Event of Default has occurred or is continuing or,
if any Default or Event of Default has occurred and is continuing, describing
it and the steps, if any, being taken to cure it;



                           (C)        if, as a result of any
change in
accounting principles and policies from those used in the preparation of the
Historical Financial Statements, the consolidated financial statements of the
Lessee and its Subsidiaries delivered pursuant to Sections 10.1(a)(iv)(A)
or 10.1(a)(iv)(B) will differ in any material respect from the
consolidated financial statements that would have been delivered pursuant to
such Sections had no such change in accounting principles and policies been
made, then together with the first delivery of such financial statements after
such change a statement of reconciliation for all such prior financial
statements in form and substance satisfactory to the Required Participants;



                           (D)        promptly upon their
becoming available,
copies of (i) all financial statements sent or made available generally by the
Lessee to its Security holders acting in such capacity or by any Subsidiary of
the Lessee to its Security holders other than the Lessee or another Subsidiary
of the Lessee and (ii) all regular and periodic reports and all registration
statements and prospectuses, if any, filed by the Lessee or any of its
Subsidiaries with any securities exchange or with the SEC;






                          (E)        promptly
upon any Responsible Officer of the Lessee obtaining knowledge (or in the case
of clause (iii) below, promptly following the filing of such 8-K report
with the SEC) (i) of any condition or event that constitutes a Default or an
Event of Default or that notice has been given to the Lessee by the Lessor, the
Agent or any Participant with respect thereto; (ii) that any Person has given
any notice to the Lessee or any of its Subsidiaries or taken any other action
with respect to any event or condition set forth in Section 17.1(e) of the
Lease; (iii) of any condition or event of a type required to be disclosed in a
current report on Form 8-K of the SEC (excluding Item 3 as in effect on the
date hereof) which condition or event could reasonably be expected to have a
Material Adverse Effect; or (iv) of the occurrence of any event or change that
has caused or evidences, either in any case or in the aggregate, an Objective
Material Adverse Effect or a Material Adverse Effect, a certificate of a
Responsible Officer specifying the nature and period of existence of such
condition, event or change, or specifying the notice given or action taken by
any such Person and the nature of such claimed Event of Default, Default,
default, event or condition, and what action the Lessee has taken, is taking
and proposes to take with respect thereto;



                           (F)        promptly upon any
Responsible Officer of
the Lessee obtaining knowledge of the institution of any Adverse Proceeding not
previously disclosed in writing by the Lessee to the Lessor, the Agent and the
Participants which either (i) if adversely determined, could reasonably be
expected to result in monetary damages payable by Lessee or its Subsidiaries of
$10,000,000 or more (alone or in the aggregate), or (ii) seeks to enjoin or
otherwise prevent the consummation or performance of, or to recover any damages
or obtain relief as a result of, the transactions contemplated by the Operative
Documents, written notice thereof together with such other information as may
be reasonably available to the Lessee to enable the Lessor, the Agent and the
Participants and their counsel to evaluate such matters including information
from time to time of any material development in any such Adverse Proceeding;



                           (G)        (i) promptly upon
becoming aware of the
occurrence of any ERISA Event, a written notice specifying the nature thereof,
what action the Lessee, any of its Subsidiaries or any of their respective
ERISA Affiliates has taken, is taking or proposes to take with respect thereto
and, when known, any action taken or threatened by the Internal Revenue
Service, the Department of Labor or the PBGC with respect thereto; and (ii)
upon request of the Agent and with reasonable promptness, copies of such other
documents or governmental reports or filings relating to any Employee Benefit
Plan as the Agent shall reasonably request;



                           (H)        promptly, written notice
of any change
in either Moody's or S&P's rating for the Lessee's long term Indebtedness,
if applicable; and






                          (I)         with
reasonable promptness, such other instruments, agreements, certificates,
opinions, statements, documents and other information and data with respect to
the operations or condition (financial or otherwise) of the Lessee or any of
its Subsidiaries and compliance by the Lessee with the terms of this Agreement
and the other Operative Documents as from time to time may be reasonably
requested by the Lessor, the Agent or any Participant; and



                           (J)         Notwithstanding
the foregoing, the
requirement for delivery of financial statements under this Section
10.1(a)(iv) may be satisfied by delivery of a copy of Forms 10–K
or 10–Q as the case may be as filed by the Lessee with the SEC for the
most recent Fiscal Year or Fiscal Quarter then ended.  The Lessee may remit its financial statements and its filings and
reports required to be delivered pursuant to Section 10.1(a)(iv)(D) via
electronic format through delivery by e-mail or otherwise.



                           (v)        Inspection Rights
 .  Subject, in the case of the Property, to the
requirements of the Lease, the Lessee will, and will cause each of its
Restricted Subsidiaries to, permit any authorized representatives designated by
the Lessor, the Agent or any Participant (other than the Tranche Y Participant)
to visit and inspect its and their financial and accounting records (to the
extent reasonably requested by the Lessor, the Agent or any Participant other
than the Tranche Y Participant), and to discuss its and their affairs, finances
and accounts with its and their Responsible Officers (provided, the
Lessee may, if it so chooses, be present at or participate in any such
discussion), all upon reasonable notice to the chief financial officer,
treasurer or the vice president of finance of the Lessee, at such reasonable
times during normal business hours and as often as may reasonably be requested
(but not more than once per Fiscal Year absent the occurrence and continuance
of an Event of Default); provided, the Participants (other than the
Tranche Y Participant) shall use their reasonable efforts to coordinate with
the Lessor and the Agent in order to minimize the number of such inspections
and discussions.  The Lessee will, upon
the request of the Lessor, the Agent or the Required Participants, participate
in a meeting of the Lessor, the Agent and the Participants once during each
Fiscal Year to be held at the Lessee's corporate offices (or at such other location
as may be agreed to by the Lessee and the Agent) at such time as may be agreed
to by the Lessee and the Agent.



                           (vi)       
Environmental.



                           (A)       Environmental Disclosure
 . The
Lessee will deliver to the Lessor and the Agent:



                           (1)         as soon as
practicable following the
Lessee's or any of its Restricted Subsidiaries' receipt thereof, copies of all
environmental audits, investigations, analyses and reports with respect to any
material environmental matter at any facility or property of the Lessee or any
of its Restricted Subsidiaries or with respect to any Environmental Claim
arising after the Closing Date at any such facility or property which (other
than in the case of the Property) could reasonably be expected to have an
Objective Material Adverse Effect;






                          (2)         promptly
upon the Lessee or any of its Restricted Subsidiaries becoming aware of the
occurrence thereof, written notice describing in reasonable detail (1) any
Release required to be reported to any federal, state or local governmental or
regulatory agency under any applicable Environmental Laws, which Release could
reasonably be expected to have an Objective Material Adverse Effect, and (2)
any remedial action taken by the Lessee or any other Person in response to (x)
any Hazardous Activities the existence of which could be reasonably be expected
to result in one or more Environmental Claims that (other than in the case of
the Property) could reasonably be expected to have, individually or in the
aggregate, an Objective Material Adverse Effect, or (y) any Environmental
Claims that (other than in the case of the Property), individually or in the
aggregate, have a reasonable possibility of resulting in an Objective Material
Adverse Effect;



                           (3)         as soon as
practicable following the
sending or receipt thereof by the Lessee or any of its Restricted Subsidiaries,
a copy of any and all material written communications with any third party with
respect to (1) any Environmental Claims that (other than in the case of the
Property), individually or in the aggregate, have a reasonable possibility of
giving rise to an Objective Material Adverse Effect, (2) any Release required
to be reported to any federal, state or local governmental or regulatory
agency, which Release could reasonably be expected to have an Objective
Material Adverse Effect, and (3) any request for information from any
Governmental Authority that suggests such Governmental Authority is
investigating whether the Lessee or any of its Restricted Subsidiaries may be
potentially responsible for any Hazardous Activity, the liability for which
could reasonably be expected to have an Objective Material Adverse Effect;



                           (4)         prompt written
notice describing in
reasonable detail (1) any proposed acquisition of stock, assets, or property by
the Lessee or any of its Restricted Subsidiaries that could reasonably be
expected to (A) expose the Lessee or any of its Restricted Subsidiaries to, or
result in, Environmental Claims that could reasonably be expected to have,
individually or in the aggregate, an Objective Material Adverse Effect or (B)
affect the ability of the Lessee or any of its Restricted Subsidiaries to
maintain in full force and effect all material Governmental Actions required
under any Environmental Laws for their respective operations, which failure to
maintain could reasonably be expected to have an Objective Material Adverse
Effect, and (2) any proposed action to be taken by the Lessee or any of its
Restricted Subsidiaries to modify current operations in a manner that could
reasonably be expected to subject the Lessee or any of its Restricted
Subsidiaries to any additional material obligations or requirements under any
Environmental Laws, which obligations or requirements could reasonably be
expected to have an Objective Material Adverse Effect; and






                          (5)         with
reasonable promptness, such other documents and information as from time to
time may be reasonably requested by the Lessor or the Agent in relation to any
matters disclosed pursuant to this Section 10.1(a)(vi).



                           (B)        Hazardous Materials
Activities, Etc.  The Lessee shall promptly take, and shall
cause each of its Restricted Subsidiaries promptly to take, any and all actions
necessary to (i) cure any violation of applicable Environmental Laws by the
Lessee or such Restricted Subsidiaries that (other than in the case of the
Property) could reasonably be expected to have, individually or in the
aggregate, an Objective Material Adverse Effect, and (ii) make an appropriate
response to any Environmental Claim against the Lessee or such Restricted Subsidiaries
and discharge any obligations it may have to any Person thereunder where (other
than in the case of the Property) failure to do so could reasonably be expected
to have, individually or in the aggregate, an Objective Material Adverse
Effect.



                           (vii)      Compliance with Laws. 
The Lessee will comply, and shall cause each
of its Restricted Subsidiaries to comply, with the requirements of all
applicable laws, rules, regulations and orders of any Governmental Authority
(including all Environmental Laws), noncompliance with which could (other than
in the case of the Property) reasonably be expected to have, individually or in
the aggregate, an Objective Material Adverse Effect.



                           (b)        Negative Covenants
 .  The Lessee hereby agrees that, so long as
this Agreement remains in effect or any amount is owing to any Participant, the
Lessor or the Agent hereunder or under any other Operative Document, the Lessee
shall, and shall cause each of its Subsidiaries to, comply with each of the
following covenants:


                           (i)          Indebtednes
s.  The Lessee shall not nor shall it permit any
of its Subsidiaries to, directly or indirectly, create, incur, assume or
guaranty, or otherwise become or remain directly or indirectly liable with
respect to any Indebtedness, except:






                          (A)       Indebtedness
of the Lessee and its Subsidiaries arising from the endorsement of instruments
for collection in the ordinary course of the Lessee's or a Subsidiary's
business;



                           (B)        Indebtedness of the
Lessee and its
Subsidiaries for accounts payable, provided that (i) such accounts arise in the
ordinary course of business and (ii) no material account is more than ninety
(90) days past due (unless subject to a bona fide dispute and for which
adequate reserves as required by GAAP have been established);



                           (C)        Indebtedness owed to any
Person
providing worker's compensation, health, disability or other employee benefits
or property, casualty or liability insurance to the Lessee or any Subsidiary
thereof, or which may be deemed to exist pursuant to reimbursement or indemnification
obligations to such Person;



                           (D)        Indebtedness of the
Lessee and its
Subsidiaries with respect to performance, surety, statutory, appeal or similar
obligations incurred in the ordinary course of business;



                           (E)        Indebtedness in respect
of netting services,
overdraft protections and otherwise in connection with Deposit Accounts;



                           (F)        Guaranties by the Lessee
of Indebtedness
of its Subsidiaries or guaranties by a Subsidiary of the Lessee of Indebtedness
of the Lessee or another Subsidiary with respect, in each case, to Indebtedness
otherwise permitted to be incurred pursuant to this Section 10.1(b)(i);



                           (G)        Indebtedness described in
Schedule
10.1(b)(i), but not any extensions, renewals or replacements of such
Indebtedness except (i) renewals and extensions expressly provided for in
the agreements evidencing any such Indebtedness as the same are in effect on
the date of this Agreement and (ii) refinancings and extensions of any such
Indebtedness if the terms thereof are no less favorable to the obligor thereon
or to the Participants (other than the Tranche Y Participant), but giving
effect to then-current market conditions, than the Indebtedness being
refinanced or extended; provided, such Indebtedness permitted under clause
(i) or clause (ii) above shall not be (1) Indebtedness of an obligor
that was not an obligor with respect to the Indebtedness being extended,
renewed or refinanced, (2) in a principal amount which exceeds the Indebtedness
being renewed, extended or refinanced or (3) incurred, created or assumed
if any Default or Event of Default has occurred and is continuing or would
result therefrom;



                           (H)        Indebtedness with
respect to Capital
Leases in an aggregate amount not to exceed five percent (5.0%) of Consolidated
Assets in any Fiscal Year with respect to the Lessee and all of its
Subsidiaries in the aggregate;






                          (I)         Purchase
Money Indebtedness in an aggregate amount not to exceed at any time five
percent (5.0%) of Consolidated Assets with respect to the Lessee and all of its
Subsidiaries in the aggregate; provided, (i) any such Indebtedness shall
be recourse only to the asset acquired in connection with the incurrence of
such Indebtedness, (ii) any such Indebtedness is incurred by such Person at the
time of, or not later than thirty (30) days after, the acquisition by such
Person of the property so financed, (iii) any such Indebtedness does not exceed
the purchase price of the relevant property so financed, and (iv) no Default or
Event of Default has occurred and is continuing at the time any such
Indebtedness is incurred or will occur after giving effect to any such
Indebtedness;



                           (J)         The obligations of
the Lessee to the
Lessor, the Agent and the Participants under the Operative Documents, to the
extent they are deemed to constitute Indebtedness;



                           (K)        Intercompany
Indebtedness among the
Lessee and its Subsidiaries; and



                           (L)        Other Indebtedness of
the Lessee and its
Subsidiaries, provided that the aggregate principal amount of all such other
Indebtedness does not exceed twenty percent (20.0%) of Consolidated Assets at
any time.



                           (ii)         Liens
 .  The Lessee shall not, nor shall it permit any of its Subsidiaries
to, directly or indirectly, create, incur, assume or permit to exist any Lien
on or with respect to any property or asset of any kind (including any document
or instrument in respect of goods or accounts receivable) of the Lessee or any
of its Subsidiaries, whether now owned or hereafter acquired, or any income or
profits therefrom, or file or permit the filing of, or permit to remain in
effect, any financing statement or other similar notice of any Lien with
respect to any such property, asset, income or profits under the UCC of any
state or under any similar recording or notice statute, except:  (A) Permitted Exceptions, in the case of the
Property, and (B) Permitted Liens, in all other cases.



                           (iii)        Dividends,
Redemptions, Etc.  Neither the Lessee nor any of its
Subsidiaries shall pay any dividends or make any distributions on its Equity
Securities; purchase, redeem, retire, defease or otherwise acquire for value
any of its Equity Securities; return any capital to any holder of its Equity
Securities as such; make any distributions of assets, Equity Securities,
obligations or securities to any holder of its Equity Securities as such; or
set apart any sum for any such purpose; except as follows:






                          (A)       either
the Lessee or any of its Subsidiaries may pay dividends on its capital stock
payable solely in such Person's own capital stock or rights or other
instruments providing a right to acquire shares of such Person's Capital Stock;



                           (B)        any Subsidiary of the
Lessee may pay
dividends to the Lessee or to such Subsidiary's direct parent (or, in the case
of foreign subsidiaries, to such foreign subsidiary's direct parent or other
direct owners) or Lessee or any Subsidiary may enter into any transaction not
otherwise prohibited under the Operative Documents, which does not call for a
dividend to be payable by any such entity, but the consideration payable
pursuant to such transaction is accorded dividend treatment under any
Applicable Law;



                           (C)        the Lessee may purchase
or otherwise
acquire for value shares of its capital stock for its employee stock option
plans or otherwise, provided that no Default or Event of Default has
occurred and is continuing at the time of any such purchase or will occur after
giving effect to any such purchase.



                           (D)        the Lessee or any
Subsidiary may engage
in any transaction or issuance pursuant to the Lessee's Stockholder Rights
Plan, adopted on March 1, 2001, by Lessee's Board of Directors.



                           (E)        the Lessee or any
Subsidiary may issue
or redeem or repurchase any Equity Security or securities convertible into any
Equity Security of Lessee or any Subsidiary provided that any such action would
not cause an Event of Default or no Event of Default exists at the time any
such action is consummated.



                           (iv)       Investments. 
Neither the Lessee nor any of its
Subsidiaries shall directly or indirectly make any Investment except for
Investments in the following:



                           (A)       Investments of Lessee and its
Subsidiaries in Cash Equivalents;



                           (B)        Any transaction
permitted by Section
10.1(b)(i);



                           (C)        Money market mutual
funds registered
with the SEC, meeting the requirements of Rule 2a-7 promulgated under the
Investment Company Act of 1940;



                           (D)        Investments listed on 
Schedule
10.1(b)(iv)(D) existing on the date of this Agreement; and



                           (E)        Other Investments, in,
or mergers or
consolidations by the Lessee or any Subsidiary with, or acquisitions of capital
stock or other securities or assets of, Persons principally involved in
activities permitted under Section 10.1(b)(vii), provided, that both
before and after giving effect to any such transaction, (1) the Lessee is in
compliance with the covenants set forth in Section 10.2 and (2) there
exists no Default or Event of Default.






                          (v)        Fundamental
Changes; Disposition of Assets.  The
Lessee shall not, and shall not permit any of its Subsidiaries to, alter the
corporate, capital or legal structure of the Lessee or any of its Subsidiaries
if any such alteration could reasonably be expected to have an Objective
Material Adverse Effect or a Material Adverse Effect, or enter into any
transaction of merger or consolidation, or liquidate, wind-up or dissolve
itself (or suffer any liquidation or dissolution), or convey, sell, lease or
sub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one
transaction or a series of transactions, all or any part of its business,
property or assets, whether now owned or hereafter acquired, or acquire by
purchase or otherwise all or substantially all the business, property or fixed
assets of, or stock or other evidence of beneficial ownership of, any Person or
any division or line of business of any Person, except:



                           (A)       Any Domestic Subsidiary of the
Lessee  may be merged with or into
Lessee or any Wholly-Owned Domestic Subsidiary or any other Person that as part
of such transaction becomes a Subsidiary of the Lessee, or be liquidated, wound
up or dissolved, or all or any part of its business, property or assets may be conveyed,
sold, leased, transferred or otherwise disposed of, in one transaction or a
series of transactions, to Lessee or any Wholly-Owned Domestic Subsidiary; provided,
in the case of such a merger, the Lessee or, in a transaction not involving the
Lessee, such Wholly-Owned Domestic Subsidiary or a newly formed or acquired
Domestic Subsidiary of the Lessee, shall be the continuing or surviving Person;



                           (B)        Any Foreign Subsidiary
of the Lessee may
be merged with or into the Lessee or any Foreign Subsidiary or Domestic
Subsidiary or any other Person that as part of such transaction becomes a
Subsidiary of the Lessee, or be liquidated, wound up or dissolved, or all or
any part of its business, property or assets may be conveyed, sold, leased,
transferred or otherwise disposed of, in one transaction or a series of
transactions, to the Lessee or any Foreign Subsidiary or Domestic Subsidiary; provided,
in the case of such a merger, the Lessee or, in a transaction not involving the
Lessee, such Foreign Subsidiary or Domestic Subsidiary (or a newly formed or
acquired Foreign Subsidiary or Domestic Subsidiary of the Lessee), shall be the
continuing or surviving corporation;



                           (C)        Sales or other
dispositions of
Investments permitted by subparts (A) and (C) of Section
10.1(b)(iv) for not less than fair value;



                           (D)        Sales of surplus,
damaged, worn or
obsolete equipment or inventory for not less than fair market value;



                           (E)        Sales or assignments of
defaulted
receivables to a collection agency in the ordinary course of business;



                           (F)        Licenses to other
Persons of
intellectual property by the Lessee or any Subsidiary thereof in the ordinary
course of business provided that, in each case, the terms of the
transaction are terms which then would prevail in the market for similar
transactions between unaffiliated parties dealing at arm's length;



                           (G)        Sales or other
dispositions of assets
and property by the Lessee to any of the Lessee's Subsidiaries or by any of the
Lessee's Subsidiaries to the Lessee or any of its other Subsidiaries, provided
that the terms of any such sales or other dispositions by or to the Lessee are
terms which are no less favorable to the Lessee than would prevail in the
market for similar transactions between unaffiliated parties dealing at arm's
length;



                           (H)        Transactions permitted
under Section
10.1(b)(iv);



                           (I)         Sales of accounts
receivable of the
Lessee and its Subsidiaries, provided that (A) each such sale is (1) for
not less than fair market value and (2) for cash, and (B) the aggregate book
value of all such accounts receivable so sold in any consecutive four Fiscal
Quarter period does not exceed ten percent (10%) of the consolidated total
accounts receivable of the Lessee and its Subsidiaries on the last day
immediately preceding such four Fiscal Quarter period;



                           (J)         Other sales,
leases, transfers and
disposal of assets and property for not less than fair market value, provided
that the aggregate book value of all such assets and property so sold, leased,
transferred or otherwise disposed of in any consecutive four Fiscal Quarter
period does not exceed ten percent (10%) of the Consolidated Assets of the
Lessee and its Subsidiaries on the last day immediately preceding such four
Fiscal Quarter period; and



                           (K)        subleases by the Lessee
or any of its Subsidiaries
of excess leased space;



provided,
however, that the foregoing exceptions shall not be construed to permit
any sales, leases, subleases, transfers or disposals of any of the Property,
except as expressly permitted by the Operative Documents.



                           (vi)       Accounting Changes.
Neither the
Lessee nor any of its Subsidiaries shall change (i) its Fiscal Year (currently
January 1 through December 31) or (ii) its accounting practices except as
permitted by GAAP.



                           (vii)      Change in Business. 
Neither the Lessee nor any of its
Subsidiaries shall engage, either directly or indirectly through Affiliates
thereof, in any material line of business other than the business conducted by
such Persons as of the Closing Date, logical extensions of any such existing
lines of business, new lines of business which are of a type now or hereafter
required by customers or pursued by competitors of the Lessee or any of its
Subsidiaries in the existing lines of business, and other businesses incidental
or reasonably related to any of the foregoing.



                           (viii)     ERISA.  Neither the Lessee
nor any ERISA Affiliate shall (i) adopt or
institute any Employee Benefit Plan that is an employee pension benefit plan
within the meaning of Section 3(2) of ERISA, (ii) take any action which will
result in the partial or complete withdrawal, within the meanings of Section
4203 and 4205 of ERISA, from a Multiemployer Plan, (iii) engage or permit any
Person to engage in any transaction prohibited by Section 406 of ERISA or
Section 4975 of the Code involving any Employee Benefit Plan or Multiemployer
Plan which would subject either the Lessee or any ERISA Affiliate to any tax,
penalty or other liability including a liability to indemnify, (iv) incur or
allow to exist any accumulated funding deficiency (within the meaning of
Section 412 of the Code or Section 302 of ERISA), (v) fail to make full payment
when due of all amounts due as contributions to any Employee Benefit Plan or
Multiemployer Plan, (vi) fail to comply with the requirements of Section 4980B
of the Code or Part 6 of Title I(B) of ERISA, or (vii) adopt any amendment to
any Employee Benefit Plan which would require the posting of security pursuant
to Section 401(a)(29) of the  Code,
which, in the case of clauses (i) through (vii) above, singly or
cumulatively, could reasonably be expected to have an Objective Material
Adverse Effect.



             Section
10.2    The Lessee's
Financial Covenants. So long as this
Agreement remains in effect or any amount is owing to any Participant, the
Lessor or the Agent hereunder or under any other Operative Document, the Lessee
will comply and will cause compliance, on a consolidated basis with the
following financial covenants (for illustration purposes, a calculation of such
financial covenants as of December 31, 2000, is set forth on Exhibit 10.2
("Financial Covenant Worksheet") and the parties hereto agree
that such covenants shall be calculated in accordance with the methodology
demonstrated on the Financial Covenant Worksheet):


                           (a)         Maximum
Leverage Ratio.  The Lessee shall not permit the Leverage
Ratio to be greater than 1.25 to 1.00 as of the last day of any Fiscal Quarter
for the four Fiscal Quarter period then ended.


                           (b)        Quick Ratio. 
 The Lessee shall not permit its Quick Ratio
for any Fiscal Quarter to be less than 2.00 to 1.00.


                           (c)         Fixed Charge
Coverage Ratio.  The Lessee shall not permit its Fixed Charge
Coverage Ratio to be less than 2.50 to 1.00 as of the last day of any Fiscal
Quarter for the four Fiscal Quarter period then ended.


                           (d)        Consolidated Net Worth
.  The Lessee shall not permit the sum of (x)
its Consolidated Net Worth on the last day of any Fiscal Quarter (such date to
be referred to herein as a "determination date"), plus
(y) with respect to each Fiscal Quarter after the base date and through
the determination date in which Lessee had a quarterly loss, all charges taken
for the purchase of in-process research and development and amortization
expense, in each case to the extent deducted in determining the Lessee's
consolidated quarterly net income for each such Fiscal Quarter, plus (z) the
value of Lessee's treasury stock, calculated at the fair market value of such
stock as of the date such stock was repurchased by the Lessee, to be less than
the sum on such determination date of the following:


                           (i)          eighty-five
percent (85%) of the
Consolidated Net Worth of the Lessee and its Subsidiaries as of December 31,
1999 (the "base date");



plus


                           (ii)         fifty percent
(50%) of the sum of the
Lessee's consolidated quarterly net income (but with no deduction of any
quarterly losses unless such negative quarterly consolidated net income was
caused solely by charges taken for the purchase of in-process research and
development and amortization expense, in which case such charges shall be
excluded in the determination of such quarterly consolidated net income) by the
Lessee and its Subsidiaries for each Fiscal Quarter after the base date through
and including the Fiscal Quarter ending on the determination date;



plus


                           (iii)        one hundred percent
(100%) of the net
proceeds (including the fair market value of property other than cash, as
determined in good faith by the Lessee's board of directors) of all Equity
Securities issued by the Lessee and its Subsidiaries during the period
commencing on the base date and ending on the determination date, including any
Equity Securities issued upon the conversion or exchange of any Indebtedness of
the Lessee after the latest Fiscal Quarter end (the net proceeds of which for
purposes of this clause (iii) shall be deemed to equal the aggregate
market value of the Equity Securities so issued upon such conversion or
exchange), but excluding any such net proceeds of any Equity Securities (x)
issued and sold to Lessee or any of its Subsidiaries, or (y) which are required
to be redeemed, or which are redeemable at the option of the holder thereof, if
certain events or conditions exist or otherwise.



             Section
10.3    Cooperation with
the Lessee.  The
Lessor, the Participants and the Agent shall, to the extent reasonably
requested by the Lessee (but without assuming additional liabilities, duties or
other obligations on account thereof), at the Lessee's expense, cooperate with
the Lessee in connection with its covenants contained herein including, without
limitation, at any time and from time to time, upon the request of the Lessee,
to promptly and duly execute and deliver any and all such further instruments,
documents and financing statements (and continuation statements related
thereto) as the Lessee may reasonably request in order to perform such covenants.


             Section
10.4    Covenants of the
Lessor.  The Lessor hereby agrees that so long as
this Participation Agreement is in effect:


                           (a)         Discharge of Lien
s.  The Lessor will not create or permit to
exist at any time, and will, at its own cost and expense, promptly take such
action as may be necessary duly to discharge, or to cause to be discharged, all
Lessor Liens on the Property attributable to it;  provided, however, that the Lessor 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 involve any material danger of impairment of the Liens of
the Lease or the Security Documents or of the sale, forfeiture or loss of, and
shall not interfere with the use or disposition of, the Property or title
thereto or any interest therein or the payment of Rent; provided, further,
that in the event the Lessee purchases the Property the Lessor shall discharge
all such Lessor Liens on or prior to the date on which the purchase is
effective under the Lease.


                           (b)        Change of Chief Place
of Business.  The Lessor shall give prompt notice to the
Lessee and the Agent if the Lessor's chief place of business or chief executive
office, or the office where the records concerning the accounts or contract
rights relating to the Property are kept, shall cease to be located at 135
South LaSalle Street, Chicago, Illinois 60603, or if it shall change its name,
identity or corporate structure.


                           (c)         Use of Proceeds
.  The proceeds of the purchase of the
Participation Interests shall be applied by the Lessor solely in accordance
with the provisions of the Operative Documents.


SECTION 11


AMENDMENTS, RELATIONSHIP OF
LESSOR AND PARTICIPANTS


             Section
11.1    Amendments.  Subject
to the other provisions of this Section 11, no Operative Document nor
any of the terms thereof may be terminated, amended, supplemented, waived or
modified with respect to the Lessee, the Lessor, the Agent or any Participant,
except (a) in the case of a termination, amendment, supplement, waiver or
modification to be binding on the Lessee, the Lessor or the Agent, with the
written agreement or consent of such party, (b) prior to the occurrence and
continuation of an Event of Default, the Lessee's consent shall be required to
amend or modify any Operative Document to which it is not a party, and (c) in
the case of a termination, amendment, supplement, waiver or modification to be
binding on the Participants, with the written agreement or consent of the
Required Participants; provided, however, that


                           (a)         no such
termination, amendment,
supplement, waiver or modification shall without written agreement or consent
of each Participant (other than the Tranche Y Participant except with respect
to clause (vii) below):


                           (i)          modify any
of the provisions of this Section
11, change the definition of "Required Participants" or
modify or waive any provision of an Operative Document requiring action by the
foregoing;



                           (ii)         amend, modify,
waive or supplement any
of the provisions of Sections 3.6, 3.7 or 3.10 through 3.20
of this Participation Agreement or the representations of such Participant in Section
7 or the covenants in Section 10 of this Participation Agreement;



                           (iii)        reduce, modify, amend
or waive any fees
or indemnities in favor of any Participant, including without limitation
amounts payable pursuant to Section 13 (except that any Person may
consent to any reduction, modification, amendment or waiver of any indemnity
payable to it);



                           (iv)       modify, postpone, reduce or
forgive, in
whole or in part, any payment of Rent (other than pursuant to the terms of any
Operative Document), any payment in respect of its Participation Interest, or
any payment of Asset Termination Value, Commitment Fee, Residual Value
Guarantee Amount, amounts due pursuant to Section 22.2 of the Lease, or
interest or yield or, subject to clause (iii) above, any other amount
payable under the Lease or this Participation Agreement, or modify the
definition or method of calculation of Rent (other than pursuant to the terms
of any Operative Document), Participation Interest, Asset Termination Value,
Lease Balance, Commitment Fee, Shortfall Amount, Residual Value Guarantee
Amount, Participant Balance, Tranche A Participant Balance, Tranche B
Participant Balance, Tranche C Participant Balance or any other definition
which would affect the amounts to be advanced or which are payable under the
Operative Documents;



                           (v)        consent to any
assignment of the Lease
(other than pursuant to the terms thereof), releasing the Lessee from its
obligations in respect of the payments of Rent and any Asset Termination Value
or changing the absolute and unconditional character of such obligation;



                           (vi)       except as authorized by the
Operative
Documents, release the Lessor's interest in all or a substantial part of the
Property; or



                           (vii)      increase the amount of the
Commitment of
such Participant; and



             (b)        no
other termination, amendment, supplement, waiver or modification shall, without
the written agreement or consent of the Lessor and the Required Participants,
be made to the Lease or Section 6 of this Participation Agreement or the
definition of "Event of Default".


             Section 11.2    Actions
by Participants.  Notwithstanding the foregoing, Defaulting
Participants shall have no voting or consent rights under this Section 11.2
until they cease to be Defaulting Participants.  During any period that any Defaulting Participants have no voting
rights under this Section 11.2, only the Commitment Percentages of the
other Participants that still have voting rights will be considered for
purposes of determining the Required Participants.  Furthermore, in no event shall any Participant instigate any suit
or other action directly against the Lessee with respect to the Operative
Documents or the Property, even if such Participant would, but for this
agreement, be entitled to do so as a third party beneficiary or otherwise under
the Operative Documents.


             Section 11.3    Required
Repayments. Each Participant shall
repay to the Lessor, upon written request or demand by the Lessor (i) any sums
paid by the Lessor to such Participant or to the Agent on behalf of such
Participant under this Agreement from, or that were computed by reference to,
any Rent or other amounts which the Lessor shall be required to return or pay
over to another party, whether pursuant to any bankruptcy or insolvency law or
proceeding or otherwise and (ii) any interest or other amount that the Lessor
is also required to pay to another party with respect to such sums.  Such repayment by any Participant shall not
constitute a release of such Participant's right to receive such Participant's
Commitment Percentage (as then in effect) times the amount of any such Rent or
any such other amount (or any interest thereon) that the Lessor may later
recover in respect of such Participant's Participation Interest.


             Section 11.4    
Indemnification. Each Participant agrees
to indemnify and defend the Lessor (to the extent not reimbursed by the Lessee
within ten (10) days after demand) from and against such Participant's
Commitment Percentage (as then in effect) of any and all liabilities,
obligations, claims, expenses or disbursements (including reasonable fees of
attorneys, accountants, experts and advisors) of any kind or nature whatsoever
(in this Section 11.4 collectively called "Covered Liabilities")
which to any extent (in whole or in part) may be imposed on, incurred by or
asserted against the Lessor growing out of, resulting from or in any other way
associated with the Property or the Operative Documents (including the
enforcement thereof, whether exercised upon the Lessor's own initiative or upon
the direction of the Required Participants) and the transactions and events at
any time associated therewith or contemplated therein.  The foregoing indemnification shall apply
whether or not such Covered Liabilities are in any way or to any extent caused,
in whole or in part, by any negligent act or omission of any kind by the
Lessor; provided, that no Participant shall be obligated under this Section
11.4 to indemnify the Lessor (i) for Covered
Liabilities incurred in connection with any transfer or assignment by the
Lessor of its right to receive Rent or its rights and interests in and to the
Property, the Operative Documents or this Agreement to its affiliates, or (ii)
for that portion or percentage, if any, of any of the Covered Liabilities which
is proximately caused by:  (A) the
Lessor's own gross negligence or willful misconduct; (B) any representation
made by the Lessor in the Operative Documents that is false in any material
respect and that the Lessor knew was false at the time of the Lessor's
execution of the Operative Documents; or (C) Lessor Liens not claimed by,
through or under any of the Participants. 
After each Participant has paid its Commitment Percentage (as then in
effect) of any Covered Liabilities, each Participant shall be entitled to
payment from the Lessor of an amount equal to the Adjusted Percentage (as
defined below) of any payments subsequently received by the Lessor as Excess
Reimbursement (as defined below) for such Covered Liabilities.  As used in this Section "Adjusted
Percentage" as of any date of determination shall equal (i) such
Participant's Commitment Percentage then in effect, divided by (ii) the sum of
the Commitment Percentages of all Participants who have paid the Lessor their
respective shares of the Covered Liabilities at issue.  As used in this Section, the term "Excess
Reimbursement" shall mean, for the Covered Liabilities at issue,
amounts reimbursed or paid by the Lessee to or on behalf of the Lessor on
account of such Covered Liabilities in excess of an amount equal to the product
of (i) such Covered Liabilities, multiplied by (ii) the Commitment Percentages
of any Participants that have not paid the Lessor their respective Percentages
of such Covered Liabilities.


             Section
11.5    Agent to Exercise Lessor's Rights. The Lessor has assigned
its interest in the Lease to the Agent, for the benefit of the Participants,
pursuant to the Assignment of Lease.  To
the extent provided therein, the rights, remedies, duties and responsibilities
of the Lessor contained in this Section 11 and in the other Operative
Documents with respect thereto shall be exercisable by, binding upon and inure
to the benefit of the Agent, for the benefit of the Participants.


SECTION 12


TRANSFERS OF PARTICIPANTS' INTERESTS


             Section
12.1    Restrictions on and Effect of Transfer by
Participants. No Participant may
(without the prior written consent of the Agent, not to be unreasonably
withheld) assign, convey or otherwise transfer (including pursuant to a
participation) all or any portion of its right, title or interest in, to or
under its Participation Interest or any of the Operative Documents or the
Property, provided that (w) any Participant (other than the Tranche Y
Participant) may pledge its interest without the consent of the Agent or the
Lessee to any Federal Reserve Bank, (x) without the prior written consent of
the Agent, any Participant (other than the Tranche Y Participant) may transfer
all or any portion of its interest to any affiliate of such Participant or to
any other existing Participant, (y) the Tranche Y Participant may not assign,
convey or otherwise transfer any portion of its right, title or interest in, to
or under its Participation Interest or any of the Operative Documents or the
Property without the prior written consent of the Agent , and (z) no Tranche C
Participant may assign, convey or otherwise transfer any portion of its right,
title or interest in, to or under its Tranche C Equity Interest without the
prior written consent of the Agent and unless the proposed transferee delivers
to the Agent and the Lessee the certificate required by Section 12.1(d);
provided, further, that in the case of any transfer (other than a
transfer to an affiliate of the relevant Participant pursuant to clause (x)
above) each of the following conditions and any other applicable conditions of
the other Operative Documents are satisfied:


                           (a)         Required Notice
and Effective Date.  Any Participant desiring to effect a
transfer of its interest shall give written notice of each such proposed
transfer to the Lessee and the Agent at least five (5) Business Days prior to
such proposed transfer, setting forth the name of such proposed transferee, the
percentage or interest to be retained by such Participant, if any, and the date
on which such transfer is proposed to become effective.  All reasonable out–of-pocket costs
(including, without limitation, legal expenses) incurred by the Lessor, the
Lessee, the Agent or any Participant in connection with any such disposition by
a Participant under this Section 12.1 shall be borne by such
transferring Participant.  In the event
of a transfer under this Section 12.1, any expenses incurred by the transferee
in connection with its review of the Operative Documents and its investigation
of the transactions contemplated thereby shall be borne by such transferee or
the relevant Participant, as they may determine, but shall not be considered
costs and expenses which the Lessee is obligated to pay or reimburse under Section
9.  Any such proposed transfer shall
become effective upon the later of (i) the date proposed in the transfer notice
referred to above and (ii) the date on which all conditions to such transfer
set forth in this Section 12.1 shall have been satisfied.


                           (b)        Assumption of
Obligations.  Any transferee pursuant to this Section
12.1 shall execute and deliver to the Agent and the Lessee an Assignment
and Acceptance in substantially the form attached as Exhibit K ("Assignment
and Acceptance"), duly executed by such transferee and the
transferring Participant, and a letter in substantially the form of the
Participant's Letter attached hereto as Exhibit L ("Participant's
Letter"), and thereupon the obligations of the transferring
Participant under the Operative Documents shall be proportionately released and
reduced to the extent of such transfer. 
Upon any such transfer as above provided, the transferee shall be deemed
to be bound by all obligations (whether or not yet accrued) under, and to have
become a party to, all Operative Documents to which its transferor was a party,
shall be deemed the pertinent "Participant" for all purposes of the
Operative Documents and shall be deemed to have made that portion of the
payments pursuant to this Participation Agreement previously made or deemed to
have been made by the transferor represented by the interest being conveyed;
and each reference herein and in the other Operative Documents to the pertinent
"Participant" shall thereafter be deemed a reference to the
transferee, to the extent of such transfer, for all purposes.  Upon any such transfer, the Agent shall
deliver to each Participant, the Lessor and the Lessee a new Schedule I
and a new Schedule II to this Agreement, each revised to reflect the
relevant information for such new Participant and the Commitment of such new
Participant (and the revised Commitment of the transferor Participant if it
shall not have transferred its entire interest).


                           (c)         Employee
Benefit Plans.  No Participant may make any such assignment,
conveyance or transfer to or in connection with any arrangement or
understanding in any way involving any employee benefit plan (or its related
trust), as defined in Section 3(3) of ERISA, or with the assets of any such
plan (or its related trust), as defined in Section 4975(e)(1) of the Code.


                           (d)        Representations
 .  Notwithstanding anything to the contrary set
forth above, no Participant may assign, convey or transfer its interest to any
Person, unless such Person shall have delivered to the Agent and the Lessee a
certificate (which certification may be contained within the Assignment and
Acceptance executed and delivered by such Person) (i) confirming the
accuracy of the representations and warranties set forth in Section 7
with respect to such Person (other than as such representation or warranty
relates to the execution and delivery of Operative Documents), (ii)
representing that such Person has, independently and without reliance upon the
Agent, any other Participant or, except to the extent of the Lessee's
representations made under the Operative Documents when made, the Lessee, and
based on such documents and information as it has deemed appropriate, made its
own appraisal of and investigation into this transaction, the Property and the
Lessee and made its own decision to enter into this transaction , and (iii) in
the case of a transferee of a Tranche C Equity Interest only, representing that
no portion of the Tranche C Equity Interest to be funded or acquired by such
Person has been or will thereafter be borrowed by such Person such that
recourse in respect of such indebtedness is limited to such Person's interest
in the Lessor (if applicable) or to collateral with an aggregate value less
than the amount of such indebtedness, and that such Person has not obtained and
will not obtain residual value insurance, or a comparable guarantee, with
respect to its Tranche C Equity Interest.


                           (e)         Amounts;
Agent's Fee.  Any transfer of Participation Interests
shall be in a principal amount which is equal to or greater than $5,000,000; provided,
that no such minimum transfer limitation shall be imposed on a transfer of a
Tranche B Participation Interest or a Tranche C Equity Interest.  Each transferring Participant shall pay to
the Agent a transfer fee of $2,500.


                           (f)         Applicable Law
 .  Such transfer shall comply with Applicable
Law and shall not require registration under any securities law applicable
thereto.


                           (g)        Effect. 
From and after any transfer of its Participation Interest the
transferring Participant shall be released, to the extent assumed by the
transferee, from its liability and obligations hereunder and under the other
Operative Documents to which such transferor is a party in respect of obligations
to be performed on or after the date of such transfer.  Upon any transfer by a Participant as above
provided, any such transferee shall be deemed a "Participant" for all
purposes of such documents and each reference herein to a Participant shall
thereafter be deemed a reference to such transferee for all purposes to the
extent of such transfer, except as the context may otherwise require.  Notwithstanding any transfer as provided in
this Section 12.1, the transferor shall be entitled to all benefits
accrued and all rights vested prior to such transfer, including, without
limitation, rights to indemnification under this Participation Agreement or any
other Operative Document.


             Section
12.2    Covenants and Agreements of Participants.


                           (a)         Participations
 .  Each Participant covenants and agrees that
it will not grant participations in its Participation Interest to any Person (a
"Sub-Participant") unless such participation complies with
Applicable Law and does not require registration under any securities law
applicable thereto and such Sub-Participant (i) is a bank or other financial
institution and (ii) represents and warrants, in writing, to such Participant
for the benefit of the Participants, the Lessor and the Lessee that (A) no part
of the funds used by it to acquire an interest in any Participation Interest
constitutes assets of any "employee benefit plan" (as defined in
Section 3(3) of ERISA) which is subject to Title I of ERISA, or
"plan" (as defined in Section 4975(e)(1) of the Code) and (B) such
Sub-Participant is acquiring its interest for investment purposes without a
view to the distribution thereof; provided that notwithstanding the
foregoing the Tranche Y Participant shall not grant any participation in its
Participation Interest to any Sub-Participant without the prior written consent
of the Agent.  Any such Person shall
require any transferee of its interest in its Participation Interest to make
the representations and warranties set forth in the preceding sentence, in
writing, to such Person for its benefit and the benefit of the Participants,
the Lessor and Lessee.  In the event of
any such sale by a Participant of a participating interest in its Participation
Interest to a Sub-Participant, such Participant's obligations under this Participation
Agreement and under the other Operative Documents shall remain unchanged, such
Participant shall remain solely responsible for the performance thereof, such
Participant shall remain the holder of its Participation Interest for all
purposes under this Participation Agreement and under the other Operative
Documents, and the Lessor, the Agent and, except as set forth in Section
12.2(b), the Lessee shall continue to deal solely and directly with such
Participant in connection with such Participant's rights and obligations under
this Participation Agreement and under the other Operative Documents.


                           (b)        Transferee Indemnities
.  Each Sub-Participant shall be entitled to
the benefits of Sections 13.5, 13.6, 13.7 and 13.10
with respect to its participation in the Participation Interests outstanding
from time to time; provided that no Sub-Participant shall be entitled to
receive any greater amount pursuant to such Sections than the transferor
Participant would have been entitled to receive in respect of the amount of the
participation transferred by such transferor Participant to such
Sub-Participant had no such transfer or participation occurred.


             Section 12.3    Future
Participants.  Each
Participant shall be deemed to be bound by and, upon compliance with the
requirements of this Section 12, will be entitled to all of the benefits
of the provisions of, this Participation Agreement.


SECTION 13


INDEMNIFICATION


             Section 13.1    General
Indemnification.  The Lessee agrees, whether or not any of the
transactions contemplated hereby shall be consummated, to assume liability for,
and to indemnify, protect, defend, save and keep harmless each Indemnitee, on
an After Tax Basis, from and against, any and all Claims that may be imposed
on, incurred by or asserted against such Indemnitee (whether because of action
or omission by such Indemnitee or otherwise), whether or not such Indemnitee
shall also be indemnified as to any such Claim by any other Person and whether
or not such Claim arises or accrues prior to the Closing Date or after the
Expiration Date, in any way relating to or arising out of:


                           (a)         any of the
Operative Documents or any
of the transactions contemplated thereby or any violation thereof, or any
investigation, litigation or proceeding in connection therewith and any
amendment, modification or waiver in respect thereof;


                           (b)        the Property, the Lease,
any permitted
sublease or any part thereof or interest therein;


                           (c)         the purchase,
design, construction,
preparation, installation, inspection, delivery, non-delivery, acceptance,
rejection, ownership, management, possession, operation, rental, lease,
sublease, repossession, maintenance, repair, alteration, modification, addition
or substitution, storage, transfer of title, redelivery, use, financing,
refinancing, disposition, operation, condition, sale (including, without
limitation, any sale pursuant to Sections 16.2, 16.3,  17.2(c), 17.2(e), 17.2(h) or 17.4 of the Lease or any sale
pursuant to Articles XX or XXII of the Lease, except for any amounts payable
pursuant to Section 13.2 hereof), return or other disposition of all or
any part or any interest in the Property or any portion thereof or the
imposition of any Lien (or incurring of any liability to refund or pay over any
amount as a result of any Lien) thereon, including, without limitation:
(1) Claims or penalties arising from any violation of foreign, federal,
state or local law, rule, regulation or order or in tort (strict liability or
otherwise) arising in connection with the Property, the Operative Documents or
the transactions contemplated thereunder, including Claims made by invitees of
Lessee or any assignee or any sublessee of Lessee or any assignee, or by any
other Person entering on or in the Property, (2) latent or other defects in, to
or affecting the Property, whether or not discoverable, (3) any Claim based
upon a violation or alleged violation of the terms of any restriction,
easement, condition or covenant or other matter affecting title to the
Property, (4) the making of any Modifications in violation of the Lease or any
standards imposed by any insurance policies required to be maintained by Lessee
pursuant to the Lease which are in effect at any time with respect to the
Property or any part thereof, (5) any Claim for patent, trademark or copyright
infringement, (6) Claims arising from any public improvements with respect to
the Property resulting in any charge or special assessments being levied
against the Property or any plans to widen, modify or realign any street or
highway adjacent to the Property, (7) Claims based on violations or failure of
title arising in connection with the zoning ordinances, rules, regulations or
laws applicable to the Property, and (8) any Claim resulting from or related to
the leasing or subleasing of the Property or the construction of any of the
Improvements, and any amendment, modification or waiver in respect thereof;


                           (d)        the offer, issuance or
sale of the
Participation Interests or any interest therein in accordance with the terms of
the Operative Documents;


                           (e)         the breach by the
Lessee of any
covenant, representation or warranty made by it or deemed made by it in any
Operative Document or any certificate required to be delivered by any Operative
Document;


                           (f)         the retaining or
employment of any
broker, finder or financial advisor by the Lessee or any Affiliate to act on
its behalf in connection with this Participation Agreement, or the incurring of
any fees or commissions to which the Lessor might be subjected by virtue of
entering into the transactions contemplated by this Participation Agreement;


                           (g)        the existence of any
Lien on or with
respect to the Property, any of the Improvements, the Equipment, the Lease, the
Cash Collateral, any Basic Rent or Supplemental Rent, title thereto, or any
interest therein including any Liens which arise out of the possession, use,
occupancy, construction, repair or rebuilding of the Property or by reason of
labor or materials furnished or claimed to have been furnished to the Lessee,
the Existing Owner, the Lessor or any of their contractors or agents or by
reason of the financing of the Property or any personalty or equipment
purchased or leased by the Lessee or any Improvements or Modifications
constructed by the Lessee or any sublessee, except Lessor Liens and Liens in
favor of the Agent or the Lessor;


                           (h)        the transactions
contemplated hereby, by
the Lease or by any other Operative Document, in respect of the application of
Parts 4 and 5 of Subtitle B of Title I of ERISA and any prohibited transaction
described in Section 4975(c) of the Code (other than any Claim resulting from a
breach of representation or warranty of the Lessor or any Participant other
than the Tranche Y Participant); or


                           (i)          the purchase
of the Property or any
portion thereof by the Lessor, or any matters arising therefrom or related
thereto;


provided,
however, the Lessee shall not be required to indemnify any Indemnitee
under this Section 13.1 for any of the following: (1) any Claim to the
extent resulting from the willful misconduct or gross negligence of such
Indemnitee (it being understood that the Lessee shall be required to
indemnify an Indemnitee even if the ordinary (but not gross) negligence of such
Indemnitee caused or contributed to such Claim), (2) any Claim resulting from
Lessor Liens which the Lessor is responsible for discharging under the
Operative Documents, (3) any Imposition or other claims for Taxes of the
type(s) described in Section 13.5, (4) any Claims of the type(s)
described in Sections 13.2, 13.3, 13.6, 13.7, 13.8
and 13.10 or (5) with respect to any Indemnitee, any Claims arising from
the breach by such Indemnitee of its express obligations under any Operative
Document, other than any such breach caused by or attributable to the Lessee's
actions or failure to act.  It is expressly
understood and agreed that the indemnity provided for herein shall survive the
expiration or termination of and shall be separate and independent from any
remedy under the Lease or any other Operative Document.


             Section
13.2    End of Term Indemnity.


                          (a)         If the Lessee elects the
Remarketing
Option and it is determined, in accordance with the provisions of Section
22.1(j) of the Lease, that there would, after giving effect to the proposed
remarketing transaction, be a Shortfall Amount, then as a condition to the
Lessee's right to complete the remarketing of the Property pursuant to
Section 22.1 of the Lease, the Lessee shall cause to be delivered to the
Lessor at least 30 days prior to the Expiration Date, at the Lessee's sole cost
and expense, a report from an appraiser selected by the Lessor and reasonably
satisfactory to the Agent, the Required Participants and the Lessee and in form
and substance reasonably satisfactory to the Lessor, the Agent and the Required
Participants (the "End of the Term Report") which shall state
the appraiser's conclusions as to the reason for any decline in the Fair Market
Sales Value of the Property from that anticipated for such date in the
Appraisal delivered on the Closing Date.


                           (b)        On the Expiration Date,
the Lessee shall
pay to the Lessor an amount (not to exceed the Shortfall Amount) equal to the
portion of the Shortfall Amount that the End of the Term Report demonstrates
was the result of a decline in the Fair Market Sales Value of the Property due
to:


                           (i)         
extraordinary wear and tear, excessive
usage, failure to maintain, to repair, to restore, to rebuild or to replace,
failure to comply with the Lease and all applicable laws, failure to use,
workmanship, method of installation or removal or maintenance, repair, rebuilding
or replacement (excepting in each case ordinary wear and tear); or



                           (ii)         any Modification
made to, or any
rebuilding of, the Property or any part thereof by the Lessee or any sublessee;
or



                           (iii)        the existence of any
Hazardous Activity,
Hazardous Substance or Environmental Violations (but excluding any decline in
the Fair Market Sales Value of the Property resulting from or attributable to
any failure of Lockheed to pay or perform its express obligations under the
Lockheed Indemnification Agreements); or



                           (iv)       any restoration or rebuilding
carried out
by the Lessee or any sublessee; or



                           (v)        any condemnation of any
portion of the
Property pursuant to Article XV of the Lease; or



                           (vi)       any use of the Property or
any part
thereof by the Lessee or any sublessee other than as facilities of the type
described in Recital A to this Agreement; or



                           (vii)      any grant, release, dedication,
transfer,
annexation or amendment made pursuant to Section 12.2 of the Lease; or



                           (viii)     the failure of the Lessor to have a good

and marketable fee estate in the Property or any portion thereof, as required
by the Operative Documents, free and clear of all Liens (including Permitted
Liens) and exceptions to title, except (A) such Liens or exceptions to title
that existed on the relevant Land Interest Acquisition Date and were disclosed
in the relevant title report delivered in respect of such portion of the
Property and approved by the Agent; (B) Liens that would be released as a
result of consummation of the Remarketing Option or other required sale of the
Property; (C) Lessor Liens and (D) easements, rights-of-way, agreements and
other rights permitted by Section 12.2 of the Lease.



             Section 13.3    
Environmental Indemnity. Without limitation of
the other provisions of this Section 13, the Lessee hereby agrees to
indemnify, hold harmless and defend each Indemnitee, on an After Tax Basis,
from and against any and all claims (including without limitation third party
claims for personal injury or real or personal property damage), losses
(including but not limited to any loss of value of the Property), damages,
liabilities, fines, penalties, charges, administrative and judicial proceedings
(including informal proceedings) and orders, judgments, remedial action,
requirements, enforcement actions of any kind, and all reasonable and
documented costs and expenses incurred in connection therewith (including but
not limited to reasonable and documented attorneys' and/or paralegals' fees and
expenses), including, but not limited to, all costs incurred in connection with
any investigation or monitoring of site conditions or any clean–up,
remedial, removal or restoration work by any foreign, federal, state or local
government agency, which such Indemnitee becomes subject to because of its involvement
with the Property, the transactions contemplated by the Operative Documents or
any other matter referred to in paragraphs (a) through (i) of Section
13.1 arising in whole or in part, out of:


                           (a)         the presence on or
under the Property
of any Hazardous Substances, or any Releases or discharges of any Hazardous
Substances on, under, from or onto the Property;


                           (b)        any activity, including,
without
limitation, construction, carried on or undertaken on or off the Property, and
whether by the Lessee, the Lessor, the Existing Owner, any predecessor in title
or any sublessee or any employees, agents, contractors or subcontractors of the
Lessee, the Lessor, the Existing Owner or any predecessor in title, or any
other Persons (including such Indemnitee), in connection with the handling,
treatment, removal, storage, decontamination, cleanup, transport or disposal of
any Hazardous Substances that at any time are located or present on or under or
that at any time migrate, flow, percolate, diffuse or in any way move onto or
under the Property;


                           (c)         loss of or damage
to any property or
the environment (including, without limitation, cleanup costs, response costs,
remediation and removal costs, cost of corrective action, costs of financial
assurance, fines and penalties and natural resource damages), or death or
injury to any Person, and all expenses associated with the protection of
wildlife, aquatic species, vegetation, flora and fauna, and any mitigative
action required by or under Environmental Laws;


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


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


                           (f)         any material
inaccuracies,
misrepresentations, misstatements, and omissions and any conflicting
information contained in or omitted from the Environmental Audit;


provided,
however, the Lessee shall not be required to indemnify any Indemnitee
under this Section 13.3 for (1) any Claim to the extent resulting from
the willful misconduct or gross negligence of such Indemnitee (it being
understood that the Lessee shall be required to indemnify an Indemnitee
even if the ordinary (but not gross) negligence of such Indemnitee caused or
contributed to such Claim), (2) any Imposition or other claims for Taxes of the
type(s) described in Section 13.5, (3) any Claims of the type(s)
described in Sections 13.2, 13.6, 13.7, 13.8 and 13.10
or (4) any Claim in respect of the Pre-Existing Environmental Conditions, provided
that clause (4) shall not be deemed or construed so as to limit Lessor's
rights and remedies under the Lockheed Indemnification Agreements.  It is expressly understood and agreed that
the indemnity provided for herein shall survive the expiration or termination
of and shall be separate and independent from any remedy under the Lease or any
other Operative Document.


             Section 13.4    
Proceedings in Respect of Claims. With respect to any
amount that the Lessee is requested by an Indemnitee to pay by reason of Section
13.1 or 13.3, such Indemnitee shall, if so requested by the Lessee
and prior to any payment, submit such additional information to the Lessee as
the Lessee may reasonably request and which is in the possession of such
Indemnitee to substantiate properly the requested payment.


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


             Each Indemnitee shall at the
expense of the Lessee cooperate with and supply the Lessee with such
information and documents reasonably requested by the Lessee as are necessary
or advisable for the Lessee to participate in any action, suit or proceeding to
the extent permitted by Section 13.1 or 13.3.  Unless an Event of Default shall have
occurred and be continuing, no Indemnitee shall enter into any settlement or
other compromise with respect to any Claim which is entitled to be indemnified
under Section 13.1 or 13.3 without the prior written consent of
the Lessee, which consent shall not be unreasonably withheld, unless such
Indemnitee waives its right to be indemnified under Section 13.1 or 13.3
with respect to such Claim.


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


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


             Section
13.5    General Impositions Indemnity.


                           (a)         Indemnification
.  The Lessee shall pay and assume liability
for, and does hereby agree to indemnify, protect and defend the Property and
all Indemnitees, and hold them harmless against, all Impositions on an After
Tax Basis.


                           (b)        Payments.



                           (i)          Subject to
the terms of Section
13.5(f), the Lessee shall pay or cause to be paid all Impositions directly
to the taxing authorities where feasible and otherwise to the Indemnitee, as
appropriate, and the Lessee shall at its own expense, upon such Indemnitee's
reasonable request, furnish to such Indemnitee 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 13.5(f) and which the Lessee
pays directly to the taxing authorities, the Lessee 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 Lessee reimburses an Indemnitee, the Lessee shall do so within twenty
(20) days after receipt by the Lessee of demand by such Indemnitee describing
in reasonable detail the nature of the Imposition and the basis for the demand
(including the computation of the amount payable), but in no event shall the
Lessee be required to pay such reimbursement prior to thirty (30) days before
the latest time permitted by the relevant taxing authority for timely
payment.  In the case of Impositions for
which a contest is conducted pursuant to Section 13.5(f), the Lessee
shall pay such Impositions or reimburse such Indemnitee for such Impositions,
to the extent not previously paid or reimbursed pursuant to Section 13.5(a),
prior to the latest time permitted by the relevant taxing authority for timely
payment after conclusion of all contests under Section 13.5(f).



                           (iii)        Impositions imposed
with respect to the
Property for a billing period during which the Lease expires or terminates
(unless the Lessee has exercised the Renewal Option or the Purchase Option with
respect to the Property) shall be adjusted and prorated on a daily basis
between the Lessee and the Lessor, whether or not such Imposition is imposed
before or after such expiration or termination and each party shall pay or
reimburse the other for each party's pro rata share thereof.



                           (c)         Reports and
Returns.  (i) The Lessee shall be responsible for
preparing and filing any real and personal property or ad valorem tax returns
in respect of the Property.  In case any
other report or tax return shall be required to be made with respect to any obligations
of the Lessee under or arising out of Section 13.5(a) and of which the
Lessee has knowledge or should have knowledge, the Lessee, at its sole cost and
expense, shall notify the relevant Indemnitee of such requirement and (except
if such Indemnitee notifies the Lessee that such Indemnitee intends to file
such report or return) (A) to the extent required or permitted by and
consistent with Applicable Law, make and file in its own 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 Indemnitee, advise such
Indemnitee of such fact and prepare such return, statement or report for filing
by such Indemnitee or, where such return, statement or report shall be required
to reflect items in addition to any obligations of the Lessee under or arising
out of Section 13.5(a), provide such Indemnitee at the Lessee's expense
with information sufficient to permit such return, statement or report to be
properly made with respect to any obligations of the Lessee under or arising
out of Section 13.5(a).  Such
Indemnitee shall, upon the Lessee's request and at the Lessee's expense,
provide any data maintained by such Indemnitee (and not otherwise available to
or within the control of the Lessee) with respect to the Property which the
Lessee may reasonably require to prepare any required tax returns or
reports.  Each Indemnitee agrees to use
its best efforts to send to the Lessee a copy of any written request or other
notice that the Indemnitee receives with respect to any reports or returns
required to be filed with respect to the Property or the transactions
contemplated by the Operative Documents, it being understood that no Indemnitee
shall have any liability for failure to provide such copies.


                           (d)        Income Inclusions
 .  If as a result of the payment or
reimbursement by the Lessee of any expenses of the Lessor or the payment of any
Transaction Expenses incurred in connection with the transactions contemplated
by the Operative Documents, the Lessor or any Indemnitee or affiliate shall
suffer a net increase in any federal, state, 
local or foreign income tax liability, the Lessee shall indemnify such
Persons (without duplication of any indemnification required by Section
13.5(a)) on an After Tax Basis for the amount of such increase.  The calculation of any such net increase
shall take into account any current or future tax savings realized or
reasonably expected to be realized by such Person in respect thereof, as well
as any interest, penalties and additions to tax payable by the Lessor, or any
Indemnitee or such affiliate, in respect thereof.


                           (e)         Withholding Taxes
.  As between the Lessee on one hand, and the
Lessor or the Agent or any Participant on the other hand, the Lessee shall be
responsible for, and, subject to the provisions of Sections 13.5(g) and (h),
the Lessee shall indemnify and hold harmless the Lessor, the Agent and the
Participants (without duplication of any indemnification required by Section
13.5(a)) on an After Tax Basis against, any obligation for United States or
foreign withholding taxes imposed in respect of payments with respect to the
Participation Interests or with respect to Rent payments under the Lease or
payments of the Asset Termination Value, Lease Balance or Purchase Option Price
(and, if the Lessor, the Agent or any Participant receives a demand for such
payment from any taxing authority, the Lessee shall discharge such demand on
behalf of the Lessor, the Agent or such Participant).


                           (f)         Contests of
Impositions.


                           (i)          If a written
claim is made against any
Indemnitee or if any proceeding shall be commenced against such Indemnitee
(including a written notice of such proceeding), for any Impositions, such
Indemnitee shall promptly notify the Lessee in writing and shall not take
action with respect to such claim or proceeding without the consent of the
Lessee for thirty (30) days after the receipt of such notice by the Lessee; provided,
however, that, in the case of any such claim or proceeding, if action shall be
required by law or regulation to be taken prior to the end of such thirty
(30)-day period, such Indemnitee shall, in such notice to the Lessee, inform
the Lessee of such shorter period, and no action shall be taken with respect to
such claim or proceeding without the consent of the Lessee before two (2) days
before the end of such shorter period; provided, further, that
the failure of such Indemnitee to give the notices referred to this sentence
shall not diminish the Lessee's obligation hereunder except to the extent such
failure precludes the Lessee from contesting all or part of such claim.



                           (ii)         If, within thirty
(30) days of receipt
of such notice from the Indemnitee (or such shorter period as the Indemnitee
has notified the Lessee is required by law or regulation for the Indemnitee to
commence such contest), the Lessee shall request in writing that such
Indemnitee contest such Imposition, the Indemnitee shall, at the expense of the
Lessee, in good faith conduct and control such contest (including, without
limitation, by pursuit of appeals) relating to the validity, applicability or
amount of such Impositions (provided, however, that (A) if such contest
involves a tax other than a tax on net income and can be pursued independently
from any other proceeding involving a tax liability of such Indemnitee, the
Indemnitee, at the Lessee's request, shall allow the Lessee to conduct and
control such contest and (B) in the case of any contest, the Indemnitee may
request the Lessee to conduct and control such contest) by, in the sole
discretion of the Person conducting and controlling such contest, (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 Lessee from
time to time.



                           (iii)        The party controlling
any contest shall
consult in good faith with the non–controlling party and shall keep the
non–controlling party reasonably informed as to the conduct of such
contest; provided, that all decisions ultimately shall be made in the
sole discretion of the controlling party. 
The parties agree that an Indemnitee may at any time decline to take
further action with respect to the contest of any Imposition and may settle
such contest if such Indemnitee shall waive its rights to any indemnity from
the Lessee that otherwise would be payable in respect of such claim (and any
future claim by any taxing authority, the contest of which is precluded by
reason of such resolution of such claim) and shall pay to the Lessee any amount
previously paid or advanced by the Lessee pursuant to this Section 13.5
by way of indemnification or advance for the payment of an Imposition other
than expenses of such contest.



                           (iv)       Notwithstanding the foregoing
provisions
of this Section 13.5, an Indemnitee shall not be required to take any
action and the Lessee shall not be permitted to contest any Impositions in its
own name or that of the Indemnitee unless (A) the Lessee shall have agreed to
pay and shall pay to such Indemnitee on demand and on an After Tax Basis all
reasonable costs, losses and expenses that such Indemnitee actually incurs in
connection with contesting such Impositions, including, without limitation, all
reasonable legal, accounting and investigatory fees and disbursements, (B) in
the case of a claim that must be pursued in the name of an Indemnitee (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 in
any audit involving such Indemnitee for which the Lessee may be liable to pay
an indemnity under this Section 13.5) exceeds $100,000, (C) the
Indemnitee 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 contest
shall involve the payment of the Imposition prior to the contest, the Lessee
shall provide to the Indemnitee an interest–free advance in an amount
equal to the Imposition that the Indemnitee is required to pay (with no
additional net after–tax cost to such Indemnitee), (E) in the case of a
claim that must be pursued in the name of an Indemnitee (or an affiliate
thereof), the Lessee shall have provided to such Indemnitee an opinion of
independent tax counsel selected by the Indemnitee and reasonably satisfactory
to the Lessee stating that a reasonable basis exists to contest such claim (or,
in the case of an appeal of an adverse determination, an opinion of such counsel
to the effect that there is substantial authority for the position asserted in
such appeal) and (F) no Event of Default hereunder shall have occurred and be
continuing.  In no event shall an
Indemnitee be required to appeal an adverse judicial determination to the
United States Supreme Court.  In
addition, an Indemnitee 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
13.5, unless there shall have been a change in law (or interpretation
thereof) and the Indemnitee shall have received, at the Lessee's expense, an
opinion of independent tax counsel selected by the Indemnitee and reasonably
acceptable to the Lessee stating that as a result of such change in law (or
interpretation thereof), it is more likely than not that the Indemnitee will
prevail in such contest.



                           (g)        Documentation of
Withholding Status.  Each Participant (or any successor thereto
or transferee thereof) that is organized under the laws of a jurisdiction
outside of the United States of America shall:


                           (i)          on or before
the date it becomes a
party to any Operative Document, deliver to the Lessor and the Lessee any
certificates, documents, or other evidence that shall be required by the Code
or Treasury Regulations issued pursuant thereto to establish its exemption from
United States Federal withholding requirements, including two valid, duly
completed, original copies of Internal Revenue Service Form W-8BEN or Form
W-8ECI or successor applicable form, properly and duly executed, certifying in
each case that such party is entitled to receive payments pursuant to the Operative
Documents without deduction or withholding of United States Federal income
taxes and is a foreign person thereby entitled to an exemption from the United
States backup withholding taxes; and



                           (ii)         on or before the
date that any such
form described above expires or becomes obsolete, or after the occurrence of
any event requiring a change in the most recent such form previously delivered
to the Lessor and the Lessee, deliver to the Lessor and the Lessee two further
valid, duly  completed, original copies
of any such form or certification, properly and duly executed.



                           (h)        Limitation on Tax
Indemnification.  Subject to Section 13.10, the Lessee
shall not be required to indemnify any Indemnitee, or to pay any increased
amounts to any Indemnitee or tax authority with respect to any Impositions
pursuant to this Section 13.5 to the extent that (i) any obligation to
withhold, deduct, or pay amounts with respect to Tax existed on the date such
Indemnitee became a party to any Operative Document (and, in such case, the
Lessee may deduct and withhold such Tax from payments pursuant to the Operative
Documents), or (ii) such Indemnitee fails to comply with the provisions of Section
13.5(g) (and, in such case, the Lessee may deduct and withhold all Taxes
required by law as a result of such noncompliance from payments made by the
Lessee pursuant to the Operative Documents). 
With respect to any transferee of any Participant (including a transfer
resulting from any change in the designation of the lending office of a Participant),
the transferee shall not be entitled to any greater payment or indemnification
under this Section 13.5 than the transferor would have been entitled to.


             Section
13.6    Funding Losses.  If any payment of any Advance or any portion
of any Participation Interest is made on any day other than the last day of an
Interest Period applicable thereto, or if the Lessee fails to utilize the
proceeds of any purchase of Participation Interests after notice has been given
to the Lessor or any Participant in accordance with Section 3 or 4,
the Lessee shall reimburse the Lessor and each Participant on an After Tax
Basis within fifteen (15) days after demand for any resulting loss or expense
incurred by it, including (without limitation) any loss incurred in obtaining,
liquidating or employing deposits from third parties, provided that the
Lessor or such Participant, as the case may be, shall have delivered to the
Lessee a certificate as to the amount of such loss or expense, which
certificate shall be conclusive in the absence of manifest error.  The Lessor or such Participant, as
applicable, will, at the request of the Lessee, furnish such additional
information concerning the determination of such loss as the Lessee may reasonably
request.


             Section
13.7    Regulation D
Compensation.  For so long as the Lessor or any Participant
is required to increase its existing reserve percentage against
"Eurocurrency Liabilities" (or any other category of liabilities
which include deposits by reference to which the interest
rate on its Participation Interest in any Advance is determined or any category
of extensions of credit or other assets which includes loans by a non–United
States office of the Lessor or such Participant, as applicable, to United
States residents), and, as a result, the cost to the Lessor or such Participant
(or such Participant's Funding Office) of purchasing or maintaining its
Participation Interest in any Advance is increased, then the Lessor or such
Participant may require the Lessee to pay, on an After Tax Basis,
contemporaneously with each payment of interest on the Advances an additional
amount on the Participation Interest of such Participant in the Advances at a
rate per annum up to but not exceeding the excess of (i) (A) the applicable
Eurodollar Rate divided by (B) one minus the Eurocurrency Reserve Requirements
over (ii) the applicable Eurodollar Rate.


             Section 13.8    Basis
for Determining Interest Rate
Inadequate or Unfair.  If on or prior to the first day of any
Interest Period:


                           (a)         deposits in
Dollars (in the applicable
amounts) are not being offered to the Agent in the relevant market for such
Interest Period or any Participant shall advise the Agent that the Eurodollar
Rate as determined by the Agent will not adequately and fairly reflect the cost
to such Participant of funding its Participation Interest in any Advance for
such Interest Period; or


                           (b)        any Participant
determines that, by
reason of the adoption, on or after the date of this Participation Agreement,
of any applicable law, rule or regulation, or any change therein, or any change
in the interpretation or administration thereof by any Governmental Authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Participant (or its Funding
Office) with any request or directive (whether or not having the force of law)
of any such authority, central bank or governmental agency, it is restricted,
directly or indirectly, in the amount it may hold of (i) a category of
liabilities that includes deposits by reference to which, or on the basis of
which, the interest rate applicable to Advances based on the Eurodollar Rate is
directly or indirectly determined, or (ii) the category of assets which
includes Advances based on the Eurodollar Rate;


the
Agent shall forthwith give notice thereof to the Lessee and the Participants,
whereupon the obligation of the Participants to provide funding at rates based
upon the Eurodollar Rate shall be suspended and, until the Agent notifies the
Lessee that the circumstances giving rise to such suspension no longer exist,
each outstanding Advance shall begin to bear interest at the Alternate Base
Rate on the last day of the then current Interest Period applicable thereto.


             Section
13.9    Illegality. If, on or after the
date of this Participation Agreement, the adoption of any applicable law, rule
or regulation, or any change therein, or any change in the interpretation or
administration thereof by any Governmental Authority, central bank or
comparable agency charged with the interpretation or administration thereof, or
compliance by any Participant (or its Funding Office) with any request or
directive (whether or not having the force of law) of any such authority,
central bank or comparable agency, shall make it unlawful or impossible for any
Participant (or its Funding Office) to purchase, maintain or fund its
Participation Interest in any Advance and such Participant shall so notify the
Agent, the Agent shall forthwith give notice thereof to the other Participants
and the Lessee, whereupon until such Participant notifies the Lessee and the
Agent that the circumstances giving rise to such suspension
no longer exist, the obligation of such Participant to purchase its
Participation Interest in any Advance shall be suspended.  Before giving any notice to the Agent
pursuant to this Section, such Participant shall, if practicable, with the
consent of the Lessee (which consent shall not unreasonably be withheld),
designate a different Funding Office if such designation will avoid the need
for giving such notice and will not, in the judgment of such Participant, be
otherwise disadvantageous to such Participant. 
If such notice is given (i) the Lessee shall be entitled upon its request
to a reasonable explanation of the factors underlying such notice and (ii) each
outstanding Participation Interest in any Advance of such Participant then
outstanding shall begin to bear interest at the Alternate Base Rate either (a)
on the last day of the then current Interest Period applicable to such Advance
if such Participant may lawfully continue to maintain and fund such
Participation Interest to such day or (b) immediately if such Participant shall
determine that it may not lawfully continue to maintain and fund such
Participation Interest to such day.


             Section 13.10
  Increased Cost and Reduced Return.


                           (a)         In the event that
the adoption of any
applicable law, rule or regulation, or any change therein or in the
interpretation or application thereof by any Governmental Authority, central bank
or comparable agency charged with the interpretation or administration thereof
or compliance by the Lessor or any Participant with any request or directive
after the date hereof (whether or not having the force of law) of any such
authority, central bank or comparable agency:


                           (i)          does or
shall subject the Lessor or
such Participant to any additional tax of any kind whatsoever with respect to
the Operative Documents or any Advance made by such Person or any purchase of a
Participation Interest in any Advance, or change the basis or the applicable
rate of taxation of payments to the Lessor or such Participant of its
Participation Interest or any other amount payable hereunder (except for the
imposition of or change in any tax on or measured by the overall net income of
the Lessor or such Participant (other than any such tax imposed by means of
withholding));



                           (ii)         does or shall
impose, modify or hold
applicable any reserve, special deposit, insurance assessment, compulsory loan
or similar requirement against assets held by, or deposits or other liabilities
in or for the account of, advances or loans by, or other credit extended by, or
any other acquisition of funds by, any office of the Lessor or such Participant
which are not otherwise included in determination of the rate of interest on
Advances hereunder; or



                           (iii)        does or shall impose
on the Lessor or
such Participant any other condition;



and
the result of any of the foregoing is to increase the cost to the Lessor or
such Participant of making or maintaining its Advances or purchasing or
maintaining its Participation Interest in any Advance or to reduce any amount
receivable hereunder with respect thereto, then, in any such case the Lessee
shall promptly pay the Lessor or such Participant, as the case may be, upon its
demand, on an After Tax Basis any additional amounts necessary to compensate
the Lessor or such Participant for such increased cost or reduced amount
receivable which the Lessor or such Participant deems to be material as
determined by the Lessor or such Participant.


                           (b)        If the Lessor or any
Participant shall
have determined that, after the date hereof, the adoption of any applicable
law, rule or regulation regarding capital adequacy, or any change therein, or
any change in the interpretation or administration thereof by any Governmental
Authority, central bank or comparable agency charged with the interpretation or
administration thereof, or any request or directive regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank or
comparable agency has or would have the effect of reducing the rate of return
on capital of the Lessor or such Participant, as the case may be (or any entity
directly or indirectly controlling the Lessor or such Participant), as a
consequence of the Lessor's or such Participant's obligations under the
Operative Documents to a level below that which the Lessor or such Participant
(or any entity directly or indirectly controlling the Lessor or such
Participant), as applicable, could have achieved but for such adoption, change,
request or directive (taking into consideration its policies with respect to
capital adequacy) by an amount deemed by the Lessor or such Participant to be
material, then from time to time, within 15 days after demand by the Lessor or
such Participant (with a copy to the Agent), the Lessee shall pay to the Lessor
or such Participant, as the case may be, on an After Tax Basis, such additional
amount or amounts as will compensate such Participant (or its parent) or the
Lessor for such reduction.


                           (c)         The Lessor and
each Participant will
promptly notify the Lessee and the Agent of any event of which it has
knowledge, occurring after the date hereof, which will entitle the Lessor or
such Participant, as the case may be, to compensation pursuant to this Section
and will, if practicable, with the consent of the Lessee (which consent shall
not unreasonably be withheld), designate a different Funding Office or take any
other reasonable action if such designation or action will avoid the need for,
or reduce the amount of, such compensation and will not, in the judgment of the
Lessor or such Participant, as applicable, be otherwise disadvantageous to the
Lessor or  such Participant.  A certificate of the Lessor or any
Participant claiming compensation under this Section and setting forth in
reasonable detail its computation of the additional amount or amounts to be
paid to it hereunder shall be conclusive in the absence of manifest error.  In determining such amount, the Lessor or
such Participant, as the case may be, 
may use any reasonable averaging and attribution methods.  This Section shall survive the termination
of this Participation Agreement and payment of the outstanding Advances and
Participation Interests.


             Section 13.11
  Substitution of
Participant. If (i) the obligation of any Participant to
purchase or maintain its Participation Interest has been suspended pursuant to
this Section 13, or (ii) any Participant has demanded compensation
or given notice of its intention to demand compensation under Section 13.10,
the Lessee shall have the right, with the assistance of the Agent, to seek one
or more mutually satisfactory substitute banks or financial institutions (which
may be one or more of the Participants) to replace such Participant under the
Operative Documents.


             Section 13.12
  Indemnity Payments
in Addition to Residual Value Guarantee Amount.  The Lessee acknowledges and agrees that its
obligations to make indemnity payments under this Section 13 are separate
from, in addition to, and do not reduce, its obligation to pay, the Residual
Value Guarantee Amount under the Lease; provided, that in the event the
Lessee elects the Remarketing Option, the Lessee shall only be required to pay
any Shortfall Amount to the extent set forth in Section 13.2
hereof.


SECTION 14


THE AGENT


             Section 14.1    Appointmen
t. Each Participant hereby irrevocably
designates and appoints the Agent as the agent of such Participant under this
Agreement and the other Operative Documents, and each Participant irrevocably
authorizes the Agent, in such capacity, to take such action on its behalf under
the provisions of this Agreement and the other Operative Documents and to
exercise such powers and perform such duties as are expressly delegated to the
Agent by the terms of this Agreement and the other Operative Documents,
together with such other powers as are reasonably incidental thereto.  Notwithstanding any provision to the
contrary elsewhere in this Agreement, the Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Participant or any other party to the Operative
Documents, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or any other
Operative Document or otherwise exist against the Agent.


             Section 14.2    
Delegation of Duties.  The Agent may execute any of its duties
under this Agreement and the other Operative Documents by or through agents or
attorneys–in–fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties.  The Agent shall not be responsible for the negligence or
misconduct of any agents or attorneys–in–fact selected by it with
reasonable care.


             Section
14.3    Exculpatory
Provisions.  Neither the Agent nor any of its officers,
directors, employees, agents, attorneys-in–fact or affiliates shall be
(a) liable for any action lawfully taken or omitted to be taken by it or such
Person under or in connection with this Agreement or any other Operative
Document (except for its or such Person's own gross negligence or willful
misconduct or negligence with respect to the handling of funds) or (b)
responsible in any manner to any of the Participants or any other party to the
Operative Documents for any recitals, statements, representations or warranties
made by the Lessor, or the Lessee or any officer thereof contained in this
Agreement or any other Operative Document or in any certificate, report,
statement or other document referred to or provided for in, or received by the
Agent under or in connection with, this Agreement or any other Operative
Document or for the value, validity, effectiveness, genuineness, enforceability
or sufficiency of this Agreement or any other Operative Document or for any
failure of the Lessor or the Lessee to perform its obligations hereunder or
thereunder.  The Agent shall not be
under any obligation to any Participant or any other party to the Operative
Documents to ascertain or to inquire as to the observance or performance of any
of the agreements contained in, or conditions of, this Agreement or any other
Operative Document, or to inspect the properties, books or records of the
Lessor or the Lessee.


             Section
14.4    Reliance by Agent. The Agent shall be
entitled to rely, and shall be fully protected in relying, upon any writing,
resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or
teletype message, statement, order or other document or conversation believed
by it to be genuine and correct and to have been signed, sent or made by the
proper Person or Persons and upon advice and statements
of legal counsel (including, without limitation, counsel to the Lessor or the
Lessee), independent accountants and other experts selected by the Agent.  The Agent shall be fully justified in
failing or refusing to take any action under this Agreement or any other
Operative Document unless it shall first receive such advice or concurrence of
the Required Participants as it deems appropriate or it shall first be
indemnified to its satisfaction by the Participants against any and all
liability and expense which may be incurred by it by reason of taking or
continuing to take any such action.  The
Agent shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement and the other Operative Documents in accordance
with a request of the Required Participants, and such request and any action
taken or failure to act pursuant thereto shall be binding upon all the
Participants.


             Section
14.5    Notice of Default.  The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default unless
the Agent has received notice from a Participant, the Lessor or the Lessee describing
such Default or Event of Default and stating that such notice is a "notice
of default".  In the event that the
Agent receives such a notice, the Agent shall give notice thereof to the other
parties hereto.  The Agent shall take
such action with respect to such Default or Event of Default as shall be
reasonably directed by the Required Participants; provided that unless
and until the Agent shall have received such directions, the Agent may (but
shall not be obligated to) take such action, or refrain from taking such
action, with respect to such Default or Event of Default as it shall deem
advisable in the best interests of the Participants.


             Section 14.6    
Non-Reliance on Agent and Other
Participants.
Each Participant expressly acknowledges that neither the Agent nor any of its
officers, directors, employees, agents, attorneys–in–fact or
affiliates has made any representations or warranties to it and that no act by
the Agent hereinafter taken, including any review of the affairs of the Lessor
or the Lessee, shall be deemed to constitute any representation or warranty by
the Agent to any Participant.  Each
Participant represents to the Agent that it has, independently and without
reliance upon the Agent or any other Participant, and based on such documents
and information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Lessor, the Lessee and the Property and
made its own decision to purchase its Participation Interest hereunder and
enter into this Agreement.  Each
Participant also represents that it will, independently and without reliance
upon the Agent, the Lessor or any other Participant, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit analysis, appraisals and decisions in taking or not taking
action under this Agreement and the other Operative Documents, and to make such
investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
Lessor and the Lessee.  Except for
notices, reports and other documents expressly required to be furnished to the
Participants by the Agent hereunder, the Agent shall not have any duty or
responsibility to provide any Participant with any credit or other information
concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of the Lessor or the Lessee which may
come into the possession of the Agent or any of its officers, directors,
employees, agents, attorneys–in–fact or affiliates.


             Section
14.7    Indemnification.  The Participants agree to indemnify the
Agent in its capacity as such (to the extent not reimbursed by the Lessee and
without limiting the obligation of the Lessee to do so), ratably according to
their respective Commitment Percentages in effect on the date on which
indemnification is sought under this Section 14.7 (or, if indemnification
is sought after the date upon which the Commitments shall have terminated and
the Participation Interests shall have been paid in full, ratably in accordance
with their Commitment Percentages in effect immediately prior to such date),
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind whatsoever which may at any time (including, without limitation, at any
time following the payment of the Participation Interests) be imposed on,
incurred by or asserted against the Agent in any way relating to or arising out
of, the Commitments, this Agreement, the Property, any of the other Operative
Documents or any documents contemplated by or referred to herein or therein or
the transactions contemplated hereby or thereby or any action taken or omitted
by any of them under or in connection with any of the foregoing; provided that
no Participant shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting solely from the gross
negligence or willful misconduct of the Agent. 
The agreements in this Section 14.7 shall survive the payment of
the Participation Interests and all other amounts payable hereunder.




             Section
14.8    Agent in its Individual Capacity.  The Agent and its affiliates may make loans
to, accept deposits from and generally engage in any kind of business with the
Lessor or the Lessee as though the Agent were not the  Agent hereunder and under the other Operative Documents.  With respect to its Participation Interest
purchased by it, the Agent shall have the same rights and powers under this
Agreement and the other Operative Documents as any Participant and may exercise
the same as though it were not the Agent, and the terms "Participant"
and "Participants" shall include the Agent in its individual
capacity.


             Section
14.9    Successor Agent.  The Agent may resign as Agent upon thirty
(30) days' notice to the Participants, the Lessor and the Lessee.  If the Agent shall resign as Agent under
this Agreement and the other Operative Documents, then the Required
Participants shall appoint a successor Agent for the Participants.  Any such successor Agent shall be a
commercial bank organized under the laws of the United States of America or any
State thereof or under the laws of another country which is doing business in
the United States of America and having a combined capital, surplus and
undivided profits of at least $100,000,000 (provided that so long as no
Default or Event of Default exists, the successor Agent shall be approved by
the Lessee (which approval shall not be unreasonably withheld)).  Upon such appointment (a) such successor
Agent shall succeed to the rights, powers and duties of the Agent, and the term
"Agent" shall mean such successor Agent effective upon such
appointment, and (b) the former Agent's rights, powers and duties as Agent
shall be terminated, without any other or further act or deed on the part of
such former Agent or any of the parties to this Agreement.  If no successor Agent has accepted
appointment as Agent by the date which is thirty (30) days following a
resigning Agent's notice of resignation, the resigning Agent's resignation
shall nevertheless thereupon become effective and the Participants shall
perform all of the duties of the Agent hereunder until such time, if any, as
the Required Participants appoint a successor Agent as
provided above.  After any retiring
Agent's resignation as Agent, all of the provisions of this Section 14
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Agent under this Agreement and the other Operative Documents.


SECTION 15


MISCELLANEOUS


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


             Section 15.2    No
Broker, etc.  Each of the parties hereto represents to the
others that it has not retained or employed any broker, finder or financial
adviser to act on its behalf in connection with this Participation Agreement or
the transactions contemplated herein, nor has it authorized any broker, finder
or financial adviser retained or employed by any other Person so to act.  Any party who is in breach of this
representation shall indemnify and hold the other parties harmless on an After
Tax Basis from and against any liability arising out of such breach of this
representation.


             Section
15.3    Notices.  Unless otherwise specifically provided
herein, all notices, consents, directions, approvals, instructions, requests
and other communications required or permitted by the terms hereof to be given
to any Person shall be given in writing and delivered (i) personally, (ii) by a
nationally recognized overnight courier service, (iii) by mail (by registered
or certified mail, return receipt requested, postage prepaid) or (iv) by
facsimile, in each case directed to the address of such Person as indicated on Schedule
II.  Any such notice shall be
effective upon receipt or refusal.  From
time to time any party may designate a new address for purposes of notice
hereunder by written notice to each of the other parties hereto in accordance
with this Section.


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


             Section 15.5    
Headings, etc. The Table of Contents
and headings of the various 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.


             Section
15.6    Parties in
Interest. Except
as expressly provided herein, none of the provisions of this Participation
Agreement are intended for the benefit of any Person except the parties
hereto.  Subject to the provisions of  Section 25.1 of the Lease, the Lessee shall
not assign or transfer any of its rights or obligations under the Operative
Documents without the prior written consent of the Lessor, the Agent and the
Participants.


             Section 15.7    
GOVERNING LAW. THIS
PARTICIPATION AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY THE LAW OF THE
STATE OF CALIFORNIA (EXCLUDING ANY CONFLICT–OF–LAW OR CHOICE-OF-LAW
RULES WHICH MIGHT LEAD TO THE APPLICATION OF THE INTERNAL LAWS OF ANY OTHER
JURISDICTION) AS TO ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.


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


             Section
15.9    Liability Limited.


                           (a)         The Lessee, the
Agent, and the
Participants each acknowledge and agree that the Lessor 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 Lessor, except for its own gross
negligence or willful misconduct or negligence in the handling of funds and as
otherwise expressly provided herein or in the other Operative Documents, and it
is understood and agreed that all obligations of the Lessor to the Lessee, the
Agent and any Participant under the Operative Documents are solely nonrecourse
obligations (except as otherwise expressly provided therein) enforceable only
against the Lessor's interest in the Property.


                           (b)        No Participant shall
have any obligation
to any other Participant or to the Lessee, the Lessor or the Agent with respect
to transactions contemplated by the Operative Documents, except those
obligations of such Participant expressly set forth in the Operative Documents
or except as set forth in the instruments delivered in connection therewith,
and no Participant shall be liable for performance by any other party hereto of
such other party's obligations under the Operative Documents except as
otherwise so set forth.


             Section 15.10  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 Documents, and
the transactions contemplated hereby and thereby (including, without
limitation, the preparation, execution and filing of any and all Uniform
Commercial Code financing statements 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 any action specified in the preceding sentence), or (if
the Lessor shall so request) as so requested, in order
to maintain and protect all security interests provided for hereunder or under
any other Operative Document.


             Section
15.11  Submission to
Jurisdiction.  The Lessee hereby submits to the nonexclusive
jurisdiction of the United States District Court for the Northern District of
California and of any California court sitting in Santa Clara County for
purposes of all legal proceedings arising out of or relating to the Operative
Documents or the transactions contemplated hereby.  The Lessee irrevocably waives, to the fullest extent permitted by
law, any objection which it may now or hereafter have to the laying of the
venue of any such proceeding brought in such a court and any claim that any
such proceeding brought in such a court has been brought in an inconvenient
forum.


             Section
15.12  Confidentiality.  The Lessor, the Agent and each Participant
(other than the Tranche Y Participant) represent that they will maintain the
confidentiality of the transactions contemplated by, and of any written or oral
information provided under, the Operative Documents by or on behalf of the
Lessee, and of any information obtained pursuant to exercise of inspection
rights provided under the Operative Documents (hereinafter collectively called
"Confidential Information"), subject to the Lessor's, the
Agent's and each such Participant's (a) obligation to disclose any such
Confidential Information pursuant to a request or order under applicable laws
and regulations or pursuant to a subpoena or other legal process, (b) right to
disclose any such Confidential Information to its bank examiners, affiliates,
auditors, counsel and other professional advisors and to other Participants,
(c) right to disclose any such Confidential Information in connection with any
litigation or dispute involving the Participants and the Lessee or any of its
Subsidiaries and Affiliates and (d) right to provide such information to
Sub-Participants, prospective Sub-Participants to which sales of participating
interests are permitted pursuant to this Participation Agreement and
prospective assignees to which assignments of interests are permitted pursuant
to this Participation Agreement, but only if (i) such Sub-Participant,
prospective Sub-Participant or prospective assignee agrees in writing to
maintain the confidentiality of such information on terms substantially similar
to those of this Section as if it were a "Participant" party hereto
and (ii) the Lessee receives copies of such written agreement prior to the
release of such information. 
Notwithstanding the foregoing, any such information supplied to a
Participant, Sub-Participant, prospective Sub-Participant or prospective
assignee under this Participation Agreement shall cease to be Confidential
Information if it is or becomes known to such Person by other than unauthorized
disclosure, or if it becomes a matter of public knowledge.


             Section 15.13  WAIVER OF JURY TRIAL
.  EACH OF THE LESSEE,
THE AGENT, THE LESSOR, AND EACH PARTICIPANT HEREBY IRREVOCABLY WAIVES ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
TO THE OPERATIVE DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY.


[signature
page follows]


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


	 

  	

YAHOO!
  INC., as Lessee

  



  
	 

  	

By:
  /s/ Susan L. Decker



  


  
	 

  	

Name:
  Susan L. Decker



  


  
	 

  	

Title:
  Senior Vice President, Finance and Administration and Chief Financial Officer



  


  
	 

  	



  LEASE PLAN NORTH AMERICA, INC.,

  
	 

  	

as
  Lessor and as a Participant

  



  
	 

  	

By:
  /s/ David M. Shipley



  


  
	 

  	

Name:
  David M. Shipley



  


  
	 

  	

Title:
  Vice President



  


  
	 

  	



  ABN AMRO BANK N.V., as Agent

  



  
	 

  	

By:
  /s/ David M. Shipley



  


  
	 

  	

Name:
  David M. Shipley



  


  
	 

  	

Title:
  Vice President



  


  
	 

  	



  By: /s/ Elizabeth M. Walker



  


  
	 

  	

Name:
  Elizabeth M. Walker



  


  
	 

  	

Title:
  Vice President



  


  
	 

  	



  ABN AMRO BANK N.V., as a Participant

  



  
	 

  	

By:
  /s/ David M. Shipley



  


  
	 

  	

Name:
  David M. Shipley



  


  
	 

  	

Title:
  Vice President



  


  
	 

  	



  By: /s/ Elizabeth M. Walker



  


  
	 

  	

Name:
  Elizabeth M. Walker



  


  
	 

  	

Title:
  Vice President



  


  
	 

  	



  YAHOO! INC., as Tranche Y Participant

  



  
	 

  	

By:
  /s/ Susan L. Decker



  


  
	 

  	

Name:
  Susan L. Decker



  


  
	 

  	

Title:
  Senior Vice President, Finance and Administration and Chief Financial Officer



  


  




 














APPENDIX 1

to

Participation Agreement,

Master Lease and Mortgage

each dated as of March 16, 2001

(Sunnyvale, California Corporate Headquarters)


DEFINITIONS AND INTERPRETATION











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


             (i)          the
singular number includes the plural number and vice versa;



             (ii)         reference
to any Person includes such Person's successors and assigns but, if applicable,
only if such successors and assigns are permitted by the Operative Documents,
and reference to a Person in a particular capacity excludes such Person in any
other capacity or individually;



             (iii)        reference
to any gender includes each other gender;



             (iv)       reference
to any agreement (including any Operative Document), document or instrument
means such agreement, document or instrument as amended or modified and in
effect from time to time in accordance with the terms thereof and, if
applicable, the terms of the other Operative Documents and reference to any
promissory note includes any promissory note which is an extension or renewal
thereof or a substitute or replacement therefor;



             (v)        reference
to any Applicable Law means such Applicable Law as amended, modified, codified,
replaced or reenacted, in whole or in part, and in effect from time to time,
including rules and regulations promulgated thereunder, and reference to any
section or other provision of any Applicable Law means that provision of such
Applicable Law from time to time in effect and constituting the substantive
amendment, modification, codification, replacement or reenactment of such
section or other provision;



             (vi)       reference
in any Operative Document to any Article, Section, Appendix,
Schedule, or Exhibit means such Article or Section
thereof or Appendix, Schedule or Exhibit thereto;



             (vii)      "hereunder",
"hereof", "hereto" and words of similar import shall be
deemed references to an Operative Document as a whole and not to any particular
Article, Section or other provision thereof;






             (viii)     "including"
(and with correlative meaning "include") means including without
limiting the generality of any description preceding such term;



             (ix)        "or"
is not exclusive; and



                (x)         relative
to the determination of any period of time, "from" means "from
and including" and "to" means "to but excluding".



             B.          Accounting
Terms. In each Operative
Document, unless expressly otherwise provided, accounting terms shall be
construed and interpreted, and accounting determinations and computations shall
be made, in accordance with GAAP.


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


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


             E.          Defined
Terms. Unless a clear
contrary intention appears, terms defined herein have the respective indicated
meanings when used in each Operative Document.


             "Account" is
defined in Section 3.10 of the Participation Agreement.


             "Accountants"
means PriceWaterhouseCoopers LLP, or such other firm of independent certified
public accountants of recognized national standing selected by the Lessee.


             "Acquisition Request"
is defined in Section 3.3 of the Participation Agreement.


             "Acquisition/Funding
Condition" is defined in Section 6.5 of the Participation Agreement.


             "Adjusted Percentage"
is defined in Section 11.4 of the Participation Agreement.


             "Advance" means an
advance of funds by the Lessor pursuant to Section 3.2 of the Participation
Agreement which will be used to pay Property Costs.


             "Adverse Proceeding"
means any action, suit, proceeding (whether administrative, judicial or
otherwise), governmental investigation or arbitration (whether or not
purportedly on behalf of the Lessee or any of its Subsidiaries) at law or in
equity, or before or by any Governmental Authority (including any Environmental
Claims), pending against the Lessee or any of its Subsidiaries or any property
of the Lessee or any of its Subsidiaries.





             "Affiliate"
shall mean, with respect to any Person, each Person that controls, is
controlled by or is under common control with such Person or any Affiliate of
such Person; provided, however, that in no case shall the Lessor,
the Agent or any Participant (other than the Tranche Y Participant) be deemed
to be an Affiliate of the Lessee or any of its Subsidiaries for purposes of the
Operative Documents.  For the purpose of
this definition, "control" of a Person shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of its management or policies, whether through the ownership of
voting securities, by contract or otherwise.


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


             "Agent" means ABN
AMRO Bank N.V., as Agent for the Participants pursuant to the Participation
Agreement, or any successor or additional Agent appointed in accordance with
the terms of the Participation Agreement.


             "Agent Financing Statements"
means UCC financing statements appropriately completed and executed for filing
in the applicable jurisdiction in order to perfect a security interest in favor
of the Agent for the ratable benefit of the Participants in any Improvements on
the Property.


             "Aggregate Commitments"  means the aggregate Commitments of all
Participants collectively.


             "Alternate Base Rate"
means, for any period an interest rate per annum equal to the higher of
(a) the rate of interest most recently announced by the Agent in the
United States from time to time as its prime rate for calculating interest on
certain loans, which need not be the lowest interest rate charged by the Agent
and (b) the Federal Funds Effective Rate most recently determined by the
Agent plus .50%.  If either of
the aforesaid rates or equivalent changes from time to time after the date of
the Participation Agreement, the Alternate Base Rate shall be automatically
increased or decreased, if appropriate and as the case may be, without notice
to the Lessee or the Lessor, as of the effective time of each change.


             "Alternate Base Rate
Advance" means as of any date of determination all Advances or
portions thereof (and related purchases of Tranche C Equity Interests therein)
which then bear interest or accrue yield by reference to the Alternate Base
Rate.


             "Applicable Law"
means all existing and future domestic and foreign applicable laws, rules,
regulations (including Environmental Laws), statutes, treaties, codes,
ordinances, permits, certificates, covenants, restrictions, requirements,
orders and licenses of and interpretations by, any Governmental Authorities,
and applicable judgments, decrees, injunctions, writs, orders or like action of
any court, arbitrator or other administrative, judicial or quasi-judicial
tribunal or agency of competent jurisdiction (including those pertaining to
health, safety or the environment (including, without limitation, wetlands) and
those pertaining to the construction, use or occupancy of the Property) and any
restrictive covenant or deed restriction or easement affecting all or any
portion of the Property.





             "Applicable
Margin" shall mean the following per annum percentages expressed in
basis points as set forth below:




	

Applicable Margin Table

  
  

  


  
	 

  	 

  	 

  
	

Tranche A



  


  	

Tranche B



  


  	

Tranche C



  


  
	 

  	 

  	 

  
	

0 bps

  	

30.0 bps

  	

180.0 bps

  
					






             "Appraisal" means,
with respect to the Property, an appraisal, prepared by a reputable appraiser
approved by the Lessor and the Agent, which in the judgment of counsel to the
Lessor and 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
Requirements of Law, which appraisal will (i) appraise the Fair Market
Sales Value of the Property as built in accordance with the Plans and
Specifications for the Phase I Facility and the Phase II Facility as of the
Closing Date and as of the Expiration Date; and (ii) contain an estimate
of the useful life of each of the Phase I Improvements and the Phase II
Improvements as of each such date, all in a form satisfactory to the Lessor and
the Agent.


             "Appurtenant Rights"
means (i) all agreements, easements, rights of way or use, rights of
ingress or egress, privileges, appurtenances, tenements, hereditaments and
other rights and benefits at any time belonging or pertaining to any Land
Interest or any Improvements, including, without limitation, the use of any
streets, ways, alleys, passages, sewer rights, waters, water courses, water
rights and powers, vaults or strips of land adjoining, abutting, adjacent or
contiguous to any Land Interest or any Improvements (now existing or to be
designed and constructed by the Existing Owner pursuant to the Property
Purchase Agreement) and (ii) all permits, licenses and rights, whether or
not of record, appurtenant to any Land Interest.


             "Architect" means
a duly licensed architect and/or an architectural firm providing architectural
design services in respect of the Improvements, which architect or firm shall
be reasonably acceptable to the Lessor and the Lessee.


             "Arrangement Fee"
is defined in Section 4.2 of the Participation Agreement.


             "Arranger" means
ABN AMRO Bank N.V.


             "Asset Termination Value"
means, as of any date of determination, an amount equal to the sum of the
aggregate outstanding principal amount of the Advances, all accrued and unpaid
interest and yield thereon, and all other amounts owing by the Lessee under the
Operative Documents.


             "Assignment and Acceptance"
is defined in Section 12.1(b) of the Participation Agreement.





             "Assignment of
Lease" means the Assignment of Lease, dated as of the Closing Date,
from the Lessor to the Agent for the benefit of the Participants, and consented
to by the Lessee pursuant to that certain Lessee's Consent, dated as of the
Closing Date (the "Consent to Assignment") by the Lessee, as
obligor, in favor of the Agent for the benefit of the Participants, in each
case in the respective forms set forth in Exhibit H to the Participation
Agreement.


             "Assignment of Property
Purchase Agreement" means the Assignment of Purchase Agreement, dated
as of the Closing Date, between Yahoo! Inc. and Lessor with respect to the
Property Purchase Agreement.


             "Available Commitments"
means as to any Participant at any time, an amount equal to the excess, if any,
of (a) the amount of such Participant's Commitment over (b) the
aggregate amount of its Participation Interest in all Advances made by the
Lessor then outstanding.


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


             "Basic Rent" means
the sum of the interest and yield on Advances due on any Payment Date as set
forth in Section 3.7 of the Participation Agreement.


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


             "Business Day"
means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day
on which banks in Chicago, Illinois, New York, New York, Santa Clara,
California, or (if interest is being determined by reference to the Eurodollar
Rate) London, England, are generally authorized or obligated, by law or
executive order, to close.


             "Capital Asset"
shall mean with respect to any Person, any tangible fixed or capital asset
owned or leased (in the case of a Capital Lease) by such Person, or any expense
incurred by such Person that is required by GAAP to be reported as a
non-current asset on such Person's balance sheet.


             "Capital Expenditures"
shall mean with respect to the Lessee and its Subsidiaries and any period, all
expenses accrued by the Lessee and its Subsidiaries during such period for the
acquisition of Capital Assets (including all indebtedness incurred or assumed
in connection with Capital Leases).


             "Capital Lease"
means, as applied to any Person, any lease of any property (whether real,
personal or mixed) by that Person as lessee that, in conformity with GAAP, is
accounted for as a capital lease on the balance sheet of that Person.


             "Cash" means
money, currency or a credit balance in any demand or Deposit Account.


             "Cash Collateral"
is defined in Section 2.1 of the Cash Collateral Agreement.


             "Cash Collateral Agreement"
means the Cash Collateral Agreement dated as of the Closing Date among the
Lessee, the Lessor, the Agent and ABN AMRO Bank N.V. as Depositary Bank in the
form of Exhibit I to the Participation Agreement.





 


             "Cash Equivalents"
means, as at any date of determination:


(a)         Direct
obligations of, or obligations the principal and interest on which are
unconditionally guaranteed by, the United States of America or obligations of
any agency of the United States of America to the extent such obligations are
backed by the full faith and credit of the United States of America, in each
case maturing within one year from the date of acquisition thereof,



(b)        Certificates
of deposit maturing within one year from the date of acquisition thereof issued
by a commercial bank or trust company organized under the laws of the United
States of America or a state thereof or that is a Participant, provided
that (A) such deposits are denominated in Dollars, (B) such bank or trust
company has capital, surplus and undivided profits of not less than
$1,000,000,000 and (C) such bank or trust company has certificates of deposit
or other debt obligations rated at least A-1 (or its equivalent) by S&P or
P-1 (or its equivalent) by Moody's;



(c)         Open
market commercial paper maturing within one year from the date of acquisition
thereof issued by a corporation organized under the laws of the United States
of America or a state thereof, provided such commercial paper is rated
at least A-1 (or its equivalent) by S&P or P-1 (or its equivalent) by
Moody's; and



(d)        Any
repurchase agreement entered into with a commercial bank or trust company
organized under the laws of the United States of America or a state thereof or
that is a Participant, provided that (A) such bank or trust company has
capital, surplus and undivided profits of not less than $1,000,000,000, (B)
such bank or trust company has certificates of deposit or other debt obligations
rated at least A-1 (or its equivalent) by S&P or P-1 (or its equivalent) by
Moody's, (C) the repurchase obligations of such bank or trust company under
such repurchase agreement are fully secured by a perfected security interest in
a security or instrument of the type described in clause (a), (b)
or (c) above and (D) such security or instrument so securing the
repurchase obligations has fair market value at the time such repurchase
agreement is entered into of not less than 100% of such repurchase obligations.



             "Casualty" means
any damage to or destruction of all or any portion of the Property as a result
of fire, flood, earthquake, or other natural cause; the actions or inactions of
any Person or Person(s) (whether willful or unintentional and whether or not
constituting negligence); or any other cause.


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


             "Certifying Party"
is defined in Section 26.1 of the Lease.





             "Change of
Control" shall mean, with respect to the Lessee, (a) the
acquisition after the date hereof by any person or group of persons (within the
meaning of Section 13 or 14 of the Exchange Act) of (i) beneficial
ownership (within the meaning of Rule 13d-3 promulgated by the SEC the Exchange
Act) of thirty-three percent (33%) or more of the outstanding Equity Securities
of the Lessee entitled to vote for members of the board of directors of the Lessee,
or (ii) all or substantially all of the assets of the Lessee and its
Subsidiaries taken as a whole or (b) during any period of twelve (12)
consecutive calendar months, individuals who are directors of the Lessee on the
first day of such period ("Initial Directors") and any
directors of the Lessee who are specifically approved by two-thirds of the
Initial Directors and previously-approved Directors shall cease to constitute a
majority of the Board of Directors of the Lessee before the end of such period.


             "Claims" means any
and all obligations, liabilities, losses, actions, suits, judgments, penalties,
fines, claims, demands, settlements, costs and expenses (including, without
limitation, reasonable legal fees and expenses) of any nature whatsoever, including,
as they relate to issues involving any Environmental Law or Environmental
Violation, those for which indemnification is provided pursuant to Section 13.3
of the Participation Agreement.


             "Closing Date" is
defined in Section 2 of the Participation Agreement.


             "Code" means the
Internal Revenue Code of 1986, as amended from time to time, or any successor
statute thereto.


             "Commitment" means
(i) as to any Participant, the obligation of such Participant to purchase
a Participation Interest in Advances to be made by the Lessor under the
Participation Agreement, in an aggregate amount at any one time outstanding not
to exceed the amount set forth opposite such Participant's name on Schedule I
to the Participation Agreement, as such amount may be adjusted from time to
time in accordance with the provisions of the Participation Agreement, and
(ii) as to the Lessor, the obligation of the Lessor to make Advances from
amounts received from the Participants pursuant to the purchase of
Participation Interests under the Participation Agreement.


             "Commitment Fee"
is defined in Section 4.1 of the Participation Agreement.


             "Commitment Fee Payment
Date" means March 15th, June 15th, September 15th and December 15th of
each year and the last day of the Commitment Period or such earlier date as the
Commitments shall terminate as provided in the Operative Documents.


             "Commitment Fee Rate"
means a per annum rate equal to 25 basis points.


             "Commitment Percentage"
means, with respect to each Participant, the percentage which such
Participant's Commitment then constitutes of the aggregate Commitments of the
Participants to purchase a Participation Interest in Advances, as set forth on
Schedule I to the Participation Agreement (or at any time after the Commitments
of the Participants to purchase Participation Interests in Advances shall have
expired or terminated, the percentage which the aggregate amount of such
Participant's Advances (or related purchases of Participation Interests
therein) then outstanding constitutes of the aggregate amount of the Advances
(or related purchases of Participation Interests therein) then outstanding).


             "Commitment Period"
means the period from and including the Closing Date to but not including the
earlier of (a) the Land Interest Acquisition Date with respect to the Phase II
Facility, (b) July 31, 2001, or (c) such earlier date on which the Commitments
shall terminate as provided in the Operative Documents.





             "Condemnation"
means any condemnation, requisition, confiscation, seizure or other taking or
sale of the use, access, occupancy, easement rights or title to the Property or
any portion 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, but not including
an action by a Governmental Authority to change the grade of, or widen the
streets adjacent to, the Property or any portion thereof or alter the
pedestrian or vehicular traffic flow to the Property or any portion thereof so
as to result in change in access to the Property or such portion so long as
adequate ingress and egress remains with respect to the Property or such
portion, or by or on account of an eviction by paramount title or any transfer
made in lieu of any such proceeding or action. 
A "Condemnation" shall be deemed to have occurred on
the earliest of the dates that use, occupancy or title is taken.


             "Confidential Information"
is defined in Section 15.12 of the Participation Agreement.


             "Consent to Assignment"
is defined in the definition of the term "Assignment of Lease".


             "Consolidated Assets"
means, at any date of determination, the total assets of the Lessee and its
Subsidiaries on a consolidated basis in conformity with GAAP.


             "Consolidated Liabilities"
means, at any date of determination, the total consolidated liabilities of the
Lessee and its Subsidiaries on a consolidated basis in accordance with GAAP.


             "Consolidated Net Worth"
shall mean, with respect to the Lessee at any time, the net worth of the Lessee
and its Subsidiaries, determined as Consolidated Assets minus Consolidated
Liabilities as determined in accordance with GAAP.


             "Contingent Obligation"
shall mean, with respect to any Person, (a) any Guaranty Obligation of
that Person; and (b) any direct or indirect obligation or liability,
contingent or otherwise, of that Person (i) in respect to any Surety
Instrument issued for the account of that Person or as to which that Person is
otherwise liable for reimbursement of drawings or payments, (ii) as a
partner or joint venturer in any partnership or joint venture, (iii) to
purchase any materials, supplies or other property from, or to obtain the
services of, another Person if the relevant contract or other related document
or obligation requires that payment for such materials, supplies or other
property, or for such services, shall be made regardless of whether delivery of
such materials, supplies or other property is ever made or tendered, or such
services are ever performed or tendered, or (iv) in respect to any Rate
Contract that is not entered into in connection with a bona fide hedging
operation that provides offsetting benefits to such Person.  The amount of any Contingent Obligation
shall (subject, in the case of Guaranty Obligations, to the last sentence of
the definition of "Guaranty Obligation") be deemed equal to
the maximum amount in respect thereof required to be booked as a liability in
accordance with GAAP, and shall with respect to item (b)(iv) of this
definition be marked to market on a current basis.





             "Contractual
Obligation" of any Person shall mean any indenture, note, lease, loan
agreement, security, deed of trust, mortgage, security agreement, guaranty,
instrument, contract, agreement or other form of contractual obligation or
undertaking to which such Person is a party or by which such Person or any of
its property is bound.


             "Covered Liabilities"
is defined in Section 11.4 of the Participation Agreement.


             "Deed" with
respect to the Phase I Facility or the Phase II Facility is defined in Section
6.2(e) of the Participation Agreement.


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


             "Defaulting Participant"
means, at any time, any of the Participants which at such time has
(i) failed to make a payment when due to the Lessor equal to its
Commitment Percentage of an Advance, (ii) has been notified of such
failure by the Lessor, and (iii) has not cured such failure by making such
payment, together with interest at the Late Payment Rate.


             "Deposit Account"
means a demand, time, savings, passbook or like account with a bank, savings
and loan association, credit union or like organization, other than an account
evidenced by a negotiable certificate of deposit.


             "Designated Payment Date"
means the Expiration Date, the Termination Date or other date of termination of
the Lease.


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


             "Domestic Subsidiary"
means any Subsidiary organized under the laws of the United States of America,
any state thereof or the District of Columbia.


             "EBITDA" shall
mean, with respect to the Lessee for any period, the sum, determined on a
consolidated basis in accordance with GAAP, of the following:


(a)         The net income or net loss of the
Lessee and its Subsidiaries for such period;



             plus


(b)        The sum (to the extent deducted in
calculating net income or loss in clause (a) above) of (i) all
Interest Expenses of the Lessee and its Subsidiaries accruing during such
period net of all interest income of the Lessee and its Subsidiaries during
such period, (ii) all depreciation and amortization expenses of the Lessee
and its Subsidiaries accruing during such period, (iii) all rental expenses
(including operating and capital lease expenses recognized in accordance with
GAAP) of the Lessee and its Subsidiaries accruing during such period,
(iv) all income tax expense of the Lessee and its Subsidiaries in respect
of such period, and (v) all non-cash expenses recognized in accordance
with GAAP in the Lessee's consolidated financial statements that resulted from
acquisitions , investment impairments or restructurings (such items will
include but not be limited to in-process research and development, goodwill,
goodwill impairments, acquired intangible assets, acquired intangible asset
impairments and deferred compensation) by the Lessee or its Subsidiaries after
the Closing Date.






             "Employee
Benefit Plan" means any "employee benefit plan" as defined
in Section 3(3) of ERISA which is or was maintained or contributed to by the
Lessee, any of its Subsidiaries or any of their respective ERISA Affiliates.


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


             "Environmental Audit"
means a Phase One environmental site assessment (the scope and performance of
which meets or exceeds ASTM Standard Practice E1527-93 Standard Practice for
Environmental Site Assessments: Phase One Environmental Site Assessment
Process) of the Property to be acquired by the Lessor on the Land Interest
Acquisition Dates or of the Property to be remarketed under the Remarketing
Option under the Lease.


             "Environmental Certificate"
is defined in Section 6.2(c) of the Participation Agreement.


             "Environmental Claim"
means any investigation, notice, notice of violation, claim, action, suit,
proceeding, demand, abatement order or other order or directive (conditional or
otherwise), by any Governmental Authority or any other Person, arising
(i) pursuant to or in connection with any actual or alleged violation of
any Environmental Law; (ii) in connection with any Hazardous Substance or
any actual or alleged Hazardous Activity; or (iii) in connection with any
actual or alleged damage, injury, threat or harm to health, safety, natural
resources or the environment.


             "Environmental Law"
means, whenever enacted or promulgated, any applicable federal, state, county
or local law, statute, ordinance, rule, regulation, license, permit,
authorization, approval, covenant, criteria, guideline, administrative or court
order, judgment, decree, injunction, code or requirement or any agreement with
a Governmental Authority:


             (a)         relating
to pollution (or the cleanup, removal, remediation or encapsulation thereof, or
any other response thereto), or the regulation or protection of human health,
safety or the environment, including air, water, vapor, surface water,
groundwater, drinking water, land (including surface or subsurface), plant,
aquatic and animal life, or



             (b)        concerning
exposure to, or the use, containment, storage, recycling, treatment,
generation, discharge, emission, Release or threatened Release, transportation,
processing, handling, labeling, containment, production, disposal or
remediation of any Hazardous Substance, Hazardous Condition or Hazardous
Activity;






in
each case as amended and as now or hereafter in effect, and any common law or
equitable doctrine (including, without limitation, injunctive relief and tort
doctrines such as negligence, nuisance, trespass and strict liability) that may
impose liability or obligations for injuries (whether personal or property) or
damages due to or threatened as a result of the presence of, exposure to, or
ingestion of, any Hazardous Substance, whether such common law or equitable
doctrine is now or hereafter recognized or developed.  Applicable laws include, but are not limited to, CERCLA; the
Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901 et seq.;
the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the
Clean Air Act, 42 U.S.C. §§ 7401 et seq.; the National Environmental
Policy Act, 42 U.S.C. § 4321; the Refuse Act, 33 U.S.C. §§ 401 et seq.;
the Hazardous Materials Transportation Act of 1975, 49 U.S.C. §§ 1801-1812; the
Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq.; the Federal
Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. §§ 136 et seq.;
the Safe Drinking Water Act, 42 U.S.C. §§ 300f et seq.; and the
Occupational Safety and Health Act of 1970, each as amended and as now or hereafter
in effect, and their state and local counterparts or equivalents, including any
regulations promulgated thereunder.


             "Environmental Violation"
means any activity, occurrence or condition or omission that violates or
results in non-compliance with, or could reasonably be expected to give rise to
liability under, any Environmental Law.


             "Equipment" means
equipment, apparatus, furnishings, fittings and personal property of every kind
and nature whatsoever purchased, leased or otherwise acquired by the Lessor
using the proceeds of the Participation Interests in the Advances now or
subsequently attached to, contained in or used or usable in any way in
connection with any operation or letting of the Property, including but without
limiting the generality of the foregoing, all screens, awnings, shades, blinds,
curtains, draperies, carpets, rugs, storm doors and windows, 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 window cleaning apparatus), telephone
wiring, sprinkler systems and other fire prevention and extinguishing apparatus
and materials, security systems,  pipes,
pumps, tanks, conduits, fittings and fixtures of every kind and description.


             "Equity Securities"
of any Person shall mean (a) all common stock, preferred stock,
participations, shares, partnership interests or other equity interests in and
of such Person (regardless of how designated and whether or not voting or
non-voting) and (b) all warrants, options and other rights to acquire any
of the foregoing.


             "ERISA" means the
Employee Retirement Income Security Act of 1974, as amended from time to time
or any successor Federal statute.


             "ERISA Affiliate"
means, as applied to any Person, (i) any corporation which is a member of
a controlled group of corporations within the meaning of Section 414(b) of the
Code of which that Person is a member; (ii) any trade or business (whether
or not incorporated) which is a member of a group of trades or businesses under
common control within the meaning of Section 414(c) of the Code of which that
Person is a member; and (iii) any member of an affiliated service group
within the meaning of Section 414(m) or (o) of the Code of which that Person,
any corporation described in clause (i) above or any trade or business
described in clause (ii) above is a member.  Any former ERISA Affiliate of the Lessee or
any of its Subsidiaries shall continue to be considered an ERISA Affiliate of
the Lessee or such Subsidiary within the meaning of this definition with
respect to the period such entity was an ERISA Affiliate of the Lessee or such
Subsidiary and with respect to liabilities arising after such period for which
the Lessee or such Subsidiary could be liable under the Code or ERISA.





             "ERISA Event"
means (i) the assertion of a material claim (other than routine claims for
benefits) against any Employee Benefit Plan or the assets thereof, or against
the Lessee, any of its Subsidiaries or any of their respective ERISA Affiliates
in connection with any Employee Benefit Plan; or (ii) receipt from the Internal
Revenue Service of notice of the failure of any Pension Plan (or any other
Employee Benefit Plan intended to be qualified under Section 401(a) of the
Code) to qualify under Section 401(a) of the Code, or the failure of any trust
forming part of any Pension Plan to qualify for exemption from taxation under
Section 501(a) of the Code.


             "Eurocurrency Reserve
Requirements" means, for any day as applied to an Advance, the
aggregate (without duplication) of the rates (expressed as a decimal fraction)
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 for Eurocurrency funding
(currently referred to as "Eurocurrency Liabilities" in Regulation D
of the Board) maintained by a member bank of the Federal Reserve System.


             "Eurodollar Rate"
means, with respect to each day during each Interest Period, the rate per annum
determined by the Agent to be the offered rate per annum at which deposits in
Dollars appear with respect to such Interest Period on the Telerate Page 3750
(or any successor page), or if such offered rate is not available, then the
rate per annum at which deposits in Dollars appear with respect to such
Interest Period on the Reuters Screen LIBOR Page (or any successor page) in
each case as of 11:00 a.m. (London time), two Business Days prior to the
beginning of such Interest Period or in the event that the foregoing offered rates
are not available, then the average (rounded upward to the nearest whole
multiple of one sixteenth of one percent per annum, if such average is not such
a multiple) of the respective rates notified to the Agent by each of the
Participants (other than the Tranche Y Participant) as the rates at which such
Participant's Funding Office is offered Dollar deposits at or about 11:00
a.m.  (London time), two Business Days
prior to the beginning of such Interest Period in the interbank Eurodollar
market for delivery on the first day of such Interest Period for the number of
days comprised therein in an amount comparable to the amount of its
Participation Interest to be outstanding during such Interest Period.


             "Eurodollar Rate Advance"
means as of any date of determination all Advances or portions thereof (and
related purchases of Tranche C Equity Interests therein) which then bear
interest or accrue yield by reference to a Eurodollar Rate.


             "Event of Default"
is defined in Section 17.1 of the Lease.


             "Excepted Payments"
means:


             (a)         all
indemnity payments (including indemnity payments made pursuant to Section 13 of
the Participation Agreement) to which the Lessor, or any of its Affiliates,
agents, officers, directors or employees is entitled;






             (b)        any
amounts (other than Basic Rent or amounts payable by Lessee pursuant to Section
16.2, Section 16.3 or Articles XVII, XX or XXII of the Lease) payable under any
Operative Document to reimburse the Lessor or any of its respective Affiliates
(including the reasonable expenses of the Lessor incurred in connection with
any such payment) for performing or complying with any of the obligations of
the Lessee under and as permitted by any Operative Document, except to the
extent that one or more Participants have indemnified the Lessor with respect
thereto pursuant to the Participation Agreement;



             (c)         any
amount payable to the Lessor by any Participant or transferee permitted under
the Operative Documents of the interest of the Lessor as the purchase price of
such purchasing Participant's Participation Interest;



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



             (e)         any
insurance proceeds under policies maintained by the Lessor;



             (f)         Transaction
Expenses or other amounts or expenses paid or payable to or for the benefit of
the Lessor; and



             (g)        any
payments in respect of interest to the extent attributable to payments referred
to in clauses (a) through (f) above.



             "Excess Proceeds"
means the excess, if any, of the aggregate of all awards, compensation or
insurance proceeds payable in connection with a Casualty or Condemnation over
the sum of (a) the aggregate Asset Termination Value paid by the Lessee
pursuant to Articles XIV and XV of the Lease with respect to such Casualty or
Condemnation, plus (b) any unindemnifiable losses, costs,
liabilities or expenses incurred by any Lessor Party.


             "Excess Reimbursement"
is defined in Section 11.4 of the Participation Agreement.


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


             "Existing Owner"
means Sunnyvale Mathilda Land, L.L.C., a Delaware limited liability company.


             "Expiration Date"
means, as of any date of determination, the later of the Initial Expiration
Date or, if a Renewal Term has been granted, the Extended Expiration Date then
in effect.


             "Expiration Date Purchase
Obligation" means the Lessee's obligation, pursuant to Section 20.2 of
the Lease, to purchase all (but not less than all) of the Property on the
Expiration Date.


             "Extended Expiration Date"
means a date following the Initial Expiration Date, in the event a Renewal
Term, as applicable, has been granted pursuant to Section 21.1 of the Lease,
which date shall be as set forth in the most recent Extension Notice delivered
by the Agent pursuant to Section 3.6(b) of the Participation Agreement.





             "Extended
Maturity Date" means a date following the Initial Maturity Date, in
the event the Initial Maturity Date has been extended pursuant to Section
3.6(b) of the Participation Agreement, which date shall be as set forth in the
most recent Extension Notice delivered by the Agent pursuant to Section 3.6(b)
of the Participation Agreement.


             "Extension Effective Date"
is defined in Section 3.6(b) of the Participation Agreement and Section 21.1 of
the Lease.


             "Extension Notice"
is defined in Section 3.6(b) of the Participation Agreement.


             "Extension Request"
is defined in Section 3.6(b) of the Participation Agreement.


             "Extension Response Date"
is defined in Section 3.6(b) of the Participation Agreement.


             "Fair Market Sales Value"
means, with respect to the Property, the amount, which in any event shall not
be less than zero, that would be paid in cash in an arm's-length transaction
between an informed and willing purchaser and an informed and willing seller,
neither of whom is under any compulsion to purchase or sell, respectively, for
the ownership of the Property.  The Fair
Market Sales Value of the Property shall be determined based on the assumption
that, except for purposes of Article XVII of the Lease and Section 13.2 of the
Participation Agreement, the Property is in the condition and state of repair
required under Section 10.1 of the Lease and the Lessee is in compliance with
the other requirements of the Operative Documents.


             "Federal Funds Effective
Rate" means, for any day, an interest rate per annum equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers, 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
quotations for such day on such transaction received by the Agent from three
Federal funds brokers of recognized standing selected by it.


             "Fee Letter" means
that certain commitment and fee letter dated [November
___, 2000] between the Agent and the Lessee.


             "Fiscal Quarter"
means a fiscal quarter of any Fiscal Year.


             "Fiscal Year"
means the fiscal year of the Lessee and its Subsidiaries ending on December 31
of each calendar year.


             "Fixed Charges"
shall mean, for any period, the sum, without duplication, determined on a
consolidated basis of (a) Interest Expense of the Lessee and its
Subsidiaries for the four Fiscal Quarters ended as of the last day of such
period, plus (b) twenty percent (20%) of the outstanding principal
balance of all Funded Indebtedness of the Lessee and its Subsidiaries as of the
last day of such period, plus (c) all taxes paid or payable in cash
by the Lessee and its Subsidiaries to any Governmental Authority during the
four Fiscal Quarters ended as of the last day of such period plus (d)
the principal component of all obligations in respect of Capital Leases paid or
payable by the Lessee and its Subsidiaries during the four Fiscal Quarters ended
as of the last day of such period.





             "Fixed Charge
Coverage Ratio" shall mean, with respect to the Lessee as of any day,
the ratio, determined on a consolidated basis, of (a) EBITDA for the
period of four consecutive Fiscal Quarters of the Lessee ending on, or most
recently preceding, such day, to (b) Fixed Charges for such period.


             "Fixtures" means
all fixtures relating to the Improvements, including all components thereof,
located in or on the Improvements, together with all replacements,
modifications, alterations and additions thereto.


             "Foreclosure Sale"
is defined in Section 17.4 of the Lease.


             "Foreign Subsidiary"
means any Subsidiary that is not a Domestic Subsidiary.


             "Funded Indebtedness"
of any Person shall mean, without duplication the following, provided
that in no event shall the obligations of the Tranche Y Participant to purchase
its Participation Interest in the Advances or of the Lessee with respect to
payment of the Participation Interest of the Tranche Y Participant be construed
as "Funded Indebtedness" of the Tranche Y Participant:


(a)         All
obligations of such Person evidenced by notes, bonds, debentures or other
similar instruments and all other obligations of such Person for borrowed money
(including obligations to repurchase receivables and other assets sold with
recourse);



(b)        All
obligations of such Person for the deferred purchase price of property or
services (including obligations under letters of credit and other credit
facilities which secure or finance such purchase price and obligations under
"synthetic" leases), other than trade payables incurred by such
Person in the ordinary course of its business on ordinary terms and overdue.



(c)         All
obligations of such Person under conditional sale or other title retention
agreements with respect to property acquired by such Person (to the extent of
the value of such property if the rights and remedies of the seller or lender
under such agreement in the event of default are limited solely to repossession
or sale of such property); and



(d)        All
obligations of such Person as lessee under or with respect to Capital Leases.



             "Funding Date"
means any Business Day on which Advances are funded or deemed funded pursuant
to the Participation Agreement.


             "Funding Office"
means the office of each Participant identified on Schedule II to the
Participation Agreement as its Funding Office.


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


             "GAAP" means
United States generally accepted accounting principles (including principles of
consolidation), in effect from time to time, consistently applied.





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


             "Governmental Authority"
means 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.


             "Guaranty Obligation"
shall mean, with respect to any Person, any direct or indirect liability of
that Person with respect to any indebtedness, lease, dividend, letter of credit
or other obligation (the "primary obligations") of another
Person (the "primary obligor"), including any obligation of
that Person, whether or not contingent, (a) to purchase, repurchase or
otherwise acquire such primary obligation or any property constituting direct
or indirect security therefor, or (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, or (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
to make payment of such primary obligation, or (d) otherwise to assure or
hold harmless the holder of any such primary obligation against loss in respect
thereof.  The amount of any Guaranty
Obligation shall be deemed equal to the stated or determinable amount of the
primary obligation in respect of which such Guaranty Obligation is made or, if
not stated or if indeterminable, the maximum reasonably anticipated liability
in respect thereof.


             

"Hazardous Activity" means any activity, process, procedure or
undertaking that directly or indirectly (i) produces, generates or creates
any Hazardous Substance; (ii) causes or results in (or threatens to cause
or result in) the Release of any Hazardous Substance into the environment
(including air, water vapor, surface water, groundwater, drinking water, land
(including surface or subsurface), plant, aquatic and animal life);
(iii) involves the containment or storage of any Hazardous Substance; or
(iv) would be regulated as hazardous waste treatment, storage or disposal
within the meaning of any Environmental Law.


             "Hazardous Condition"
means any condition that violates or threatens to violate, or that results in
or threatens noncompliance with, any Environmental Law.


             "Hazardous Substance"
means any of the following: (i) any petroleum or petroleum product,
explosives, radioactive materials, asbestos, formaldehyde, polychlorinated
biphenyls, lead and radon gas; (ii) 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; or (iii) 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.





             "Historical
Financial Statements" means as of the Closing Date, (i) the
audited financial statements of the Lessee and its Subsidiaries as filed with
the SEC, for the immediately preceding three Fiscal Years, consisting of
balance sheets and the related consolidated statements of income, stockholders'
equity and cash flows for such Fiscal Years, (ii) the unaudited financial
statements of the Lessee and its Subsidiaries as filed with the SEC as at the
most recently ended Fiscal Quarter, consisting of a balance sheet and the
related consolidated statements of income, stockholders' equity and cash flows
for the three-, six- or nine-month period, as applicable, ending on such date.


             "Impositions"
means, except to the extent described in the following sentence, 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 (i) real and personal property taxes,
including 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) any excise taxes; (iv) real estate transfer taxes, mortgage
taxes, conveyance taxes, stamp taxes and documentary recording taxes and fees;
(v) taxes that are or are in the nature of franchise, income, value added,
gross receipts, privilege and doing business taxes, license and registration
fees; (vi) assessments on the Property, including all assessments for
public improvements or benefits, whether or not such improvements are commenced
or completed within the Term; and (vii) any tax, Lien, assessment or charge
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 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) the
Property or any portion 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 or in, delivery, insuring, use,
operation, improvement, transfer of title, return or other disposition of the
Property or any portion thereof or interest therein; (c) the Participation
Interests with respect to the Property or any portion thereof or interest
therein; (d) the rentals, receipts or earnings arising from the Property
or any portion thereof or interest therein; (e) the Operative Documents, the
performance thereof, or any payment made or accrued pursuant thereto; (f) the
income or other proceeds received with respect to the Property or any portion
thereof or interest therein upon the sale or disposition thereof; (g) any
contract (including the Property Purchase Agreement) relating to the
construction, acquisition or delivery of any of the Improvements or any portion
thereof or interest therein; or (h) otherwise in connection with the
transactions contemplated by the Operative Documents.


             The term "Imposition"
shall not mean or include:


             (i)          Taxes
and impositions (other than Taxes that are, or are in the nature of, sales,
use, transfer or property taxes) that are imposed on an Indemnitee by the
United States federal government or any foreign government that are based on or
measured by the net income (including 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, and provided further
that this clause (i) shall not limit or expand the Lessee's obligations
under Section 13.5(e), (g) or (b) or Section 13.10 of the Participation
Agreement.






             (ii)         Taxes
and impositions (other than Taxes that are, or are in the nature of, sales,
use, transfer or property taxes) that are imposed by any state or local
jurisdiction or taxing authority within any state or local jurisdiction and
that are franchise taxes or are based upon or measured by the net income or net
receipts except that this clause (ii) shall not apply to (and thus shall
not exclude) any such Taxes and impositions imposed on an Indemnitee with
respect to the transactions contemplated by the Operative Documents by a state
(or any local taxing authority thereof or therein) by reason of the
transactions contemplated by the Operative Documents being characterized by
such state or local authority as something other than a loan; provided
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 or imposition to the extent, but only to such 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 or imposition that relates to any period prior to such
termination and redelivery);



             (iv)       any
Tax or imposition for so long as, but only for so long as, it is being
contested in accordance with the provisions of Section 13.5 of the
Participation Agreement; or



             (v)        any
Taxes which are imposed on an Indemnitee as a result of the gross negligence or
willful misconduct of such Indemnitee itself, but not Taxes imposed as a result
of ordinary negligence of such Indemnitee.



Any
Tax excluded from the defined term "Imposition" in any one of the
foregoing clauses (i) through (v) shall not be construed as
constituting an Imposition by any provision of any other of the aforementioned
clauses.


             "Improvements"
means all buildings, structures, Fixtures, Equipment, and other improvements of
every kind existing and/or at any time and from time to time and purchased with
amounts advanced by the Participants pursuant to the Participation Agreement
(or those becoming the property of the Lessor pursuant to Article XI of the
Lease) on or under any Land Interest, Improvements, including the Phase I
Improvements and the Phase II Improvements, together with any and all
appurtenances to such buildings, structures, or improvements, including
sidewalks, utility pipes, conduits and lines, parking areas and roadways, and
including all Modifications and other additions to or changes in the
Improvements at any time.





 


             "Indebtedness" of
any Person shall mean, without duplication the following, provided that
in no event shall the obligations of the Tranche Y Participant to purchase its
Participation Interest in the Advances or of the Lessee with respect to payment
of the Participation Interest of the Tranche Y Participant be construed as
"Indebtedness" of the Tranche Y Participant:


(a)         all
obligations of such Person evidenced by notes, bonds, debentures or other
similar instruments and all other obligations of such Person for borrowed money
(including obligations to repurchase receivables and other assets sold with
recourse);



(b)        all
obligations of such Person for the deferred purchase price of property or
services (including obligations under letters of credit and other credit
facilities which secure or finance such purchase price and obligations under
"synthetic" leases);



(c)         all
obligations of such Person under conditional sale or other title retention
agreements with respect to property acquired by such Person (to the extent of
the value of such property if the rights and remedies of the seller or lender
under such agreement in the event of default are limited solely to repossession
or sale of such property);



(d)        all
obligations of such Person as lessee under or with respect to Capital Leases;



(e)         all
non-contingent payment or reimbursement obligations of such Person under or
with respect to Surety Instruments;



(f)         all
net obligations of such Person, contingent or otherwise, under or with respect
to Rate Contracts;



(g)        all
Guaranty Obligations of such Person with respect to the obligations of other
Persons of the types described in clauses (a)-(f) above and all other
Contingent Obligations of such Person; and



(h)        all
obligations of other Persons of the types described in clauses (a)-(f)
above to the extent secured by (or for which any holder of such obligations has
an existing right, contingent or otherwise, to be secured by) any Lien in any property
(including accounts and contract rights) of such Person, even though such
Person has not assumed or become liable for the payment of such obligations.



             "Indemnitee" means
the Lessor, the Agent, the Participants, their respective Affiliates and their
respective successors, assigns, directors, shareholders, partners, officers,
employees and agents, provided that in no event shall the Lessee or the
Tranche Y Participant be or be deemed to be an Indemnitee under the Operative
Documents.


             "Initial Expiration Date"
means the fifth anniversary of the Closing Date.


             "Initial Maturity Date"
means the fifth anniversary of the Closing Date.





             "Insurance
Requirements" means all terms and conditions of any insurance policy
required by the Lease to be maintained by the Lessee, and all requirements of
the issuer of any such policy.


             "Interest Expense"
means, with respect to any Person for any period, the sum determined on a
consolidated basis in accordance with GAAP, of (a) all interest accruing
on the Indebtedness of such Person during such period (including, without
limitation, interest attributable to Capital Leases) plus (b) all
fees in respect of outstanding letters of credit payable by such Person and
accruing during such period.


             "Interest Payment Advance"
means any Advance made to fund the payment of interest or yield accruing on the
Advances prior to the initial Land Interest Acquisition Date.


             "Interest Period"
means


(i)              with
respect to the Tranche C Equity Interests in any Advance:



(a)         initially,
(1) in the case of any Alternate Base Rate which the Lessee has elected to
convert to a Eurodollar Rate Advance, the period commencing three Business Days
after the date on which the Lessee gives irrevocable written notice pursuant to
Section 3.7(a) of the Participation Agreement of the Lessee's election to
convert such Alternate Base Rate Advance to a Eurodollar Rate Advance, or (2)
in the case of any Advance which the Lessee has elected be made as a Eurodollar
Rate Advance in the relevant Funding Request delivered at least three (3)
Business Days prior to the Funding Date for such Advance, the period commencing
on such Funding Date, and ending, in the case of either clause (1) or clause
(2), one, two, three or six months thereafter, as selected by the Lessee in
such irrevocable written notice or Funding Request, as the case may be, given
with respect thereto; and



(b)        thereafter,
so long as the Lessee has elected to continue such Advance as a Eurodollar Rate
Advance, each period commencing on the last day of the next preceding Interest
Period applicable to such Eurodollar Rate Advance and ending one, two, three or
six months thereafter, as selected by the Lessee by irrevocable notice to the
Lessor and the Agent not less than three Business Days prior to the last day of
the then current Interest Period with respect thereto; and



(ii)             with
respect to the Tranche A Participation Interests and Tranche B Participation
Interests in any Advance:



(a)         initially,
the period commencing on the Funding Date of such Advance or portion thereof
and ending on the date which is one year thereafter; and






(b)        thereafter,
each period commencing on the last day of the next preceding Interest Period
applicable to such Advance or portion thereof and ending one year thereafter;



provided
that, the foregoing provisions relating to Interest Periods are subject to the
following:


             (i)          if
any Interest Period would otherwise end on a day that is not a Business Day,
such Interest Period shall be extended to the next succeeding Business Day
unless the result of such extension would be to carry such Interest Period into
another calendar month, in which event such Interest Period shall end on the
immediately preceding Business Day;



             (ii)         any
Interest Period that would otherwise extend beyond the Expiration Date shall
end on the Expiration Date;



             (iii)        any
Interest Period that begins on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall end on the last Business Day of a
calendar month;



             (iv)       the
Lessee shall select Interest Periods so as not to require a payment or
prepayment of any Eurodollar Rate Advance during an Interest Period for such
Eurodollar Rate Advance; and



             (v)        if
the Lessee shall fail to specify the length of any Interest Period for any
Eurodollar Rate Advance, such Eurodollar Rate Advance shall have an Interest
Period of one month until such time as the Lessee shall specify an Interest
Period therefor.



             "Investment" of
any Person shall mean any loan or advance of funds by such Person to any other
Person (other than advances to employees of such Person for moving and travel
expenses, drawing accounts and similar expenditures in the ordinary course of
business), any purchase or other acquisition of any Equity Securities or
Indebtedness of any other Person, any capital contribution by such Person to or
any other investment by such Person in any other Person (including any Guaranty
Obligations of such Person and any indebtedness of such Person of the type
described in clause (h) of the definition of "Indebtedness"
on behalf of any other Person); provided, however, that
Investments shall not include (a) accounts receivable or other
indebtedness owned by customers of such Person which are current assets and
arose from sales of inventory in the ordinary course of such Person's business
or (b) prepaid expenses of such Person incurred and prepaid in the
ordinary course of business.


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


             "Joint Venture"
means a joint venture, partnership or other similar arrangement, whether in
corporate, partnership or other legal form; provided, in no event shall
any corporate Subsidiary of any Person be considered to be a Joint Venture to
which such Person is a party.





             "Land Interest"
means the Phase I Land Interest or the Phase II Land Interest or both,
collectively, as the context may require.


             "Land Interest Acquisition
Date" means, with respect to the Phase I Facility or the Phase II
Facility, each date on which the Lessor acquires such portion of the Property,
which date shall be specified in the relevant Acquisition Request.


             "Late Payment Rate"
means (a) for each day (other than as set forth in clause (b) of
this definition) the Federal Funds Effective Rate or (b) for the purpose
of computing interest on past due payments for each day following the fifth day
after such payments first became due, a rate of two percent (2%) per annum in
excess of the Alternate Base Rate then in effect; provided, the Late
Payment Rate shall not, notwithstanding anything to the contrary herein
contained, exceed the maximum rate of interest permitted by applicable law.


             "Lease" means the Master
Lease, dated as of the Closing Date, between the Lessor and the Lessee,
together with the Lease Supplements thereto.


             "Lease Balance"
means, as of any date of determination, an amount equal to the aggregate sum of
the outstanding amount of the Advances, plus (without duplication) all
accrued and unpaid Basic Rent and all Supplemental Rent owing by the Lessee
under the Operative Documents.


             "Lease Commencement Date"
means with respect to the Phase I Facility or the Phase II Facility, the Land
Interest Acquisition Date therefor.


             "Lease Supplement"
means a Lease Supplement in the form attached as Exhibit A to the Lease, dated
as of a Land Interest Acquisition Date, between the Lessor and the Lessee,
together with all attachments and schedules thereto, as any such Lease
Supplement may be supplemented, amended, modified or restated from time to
time.


             "Lessee" means
Yahoo! Inc., a Delaware corporation, as lessee under the Lease, and its
successors and assigns expressly permitted under the Operative Documents.


             "Lessor" means
Lease Plan North America, Inc., as Lessor under the Lease.


             "Lessor Financing
Statements" means UCC financing statements appropriately completed and
executed for filing in the applicable jurisdiction in order to protect the
Lessor's interest under the Lease to the extent the Lease is a security
agreement.


             "Lessor Lien"
means any Lien, true lease or sublease or disposition of title arising as a
result of (a) any claim against the Lessor not resulting from the
transactions contemplated by the Operative Documents, (b) any act or
omission of the Lessor which is not required by the Operative Documents or is
in violation of any of the terms of the Operative Documents, (c) any claim
against the Lessor with respect to Taxes or Transaction Expenses against which
Lessee is not required to indemnify the Lessor, pursuant to Sections 9  or 13.5 of the Participation Agreement,
(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 Property or the
Operative Documents other than the transfer of title to or possession of the
Property by the Lessor pursuant to and in accordance with the Lease or the
Participation Agreement or pursuant to the exercise of the remedies set forth in
Article XVII of the Lease, or (e) the gross negligence, willful misconduct
or fraud of the Lessor or any of its employees or any agent (other than the
Agent) or representative of the Lessor duly authorized by the Lessor to act on
its behalf.





             "Lessor Party"
means the Lessor, the Agent and the Participants (excluding the Tranche Y
Participant).


             "Lessor's Sale" is
defined in Section 17.4 of the Lease.


             "Leverage Ratio"
shall mean, with respect to the Lessee for any period, the ratio, determined on
a consolidated basis in accordance with GAAP, of:


(a)   Funded Indebtedness of the Lessee or its
Subsidiaries for such period;



             to


(b)   EBITDA for such period.



             "Lien" means any
mortgage, deed of trust, pledge, security interest, encumbrance, lien,
easement, servitude or charge of any kind, including, without limitation, any
irrevocable license, conditional sale or other title retention agreement, any
lease in the nature thereof, or any other right of or arrangement with any
creditor to have its claim satisfied out of any specified property or asset
with the proceeds therefrom prior to the satisfaction of the claims of the
general creditors of the owner thereof, whether or not filed or recorded, or
the filing of, or agreement to execute as "debtor", any
financing or continuation statement under the Uniform Commercial Code of any
jurisdiction or any foreign or federal, state or local lien imposed pursuant to
any Environmental Law.


             "Limited Condition
Precedent" means any of the conditions precedent set forth in clause
(vi) of Section 3.4 of the Participation Agreement, the second sentence of
Section 6.2(b) of the Participation Agreement, Section 6.2(q)(ii) of the
Participation Agreement, Section 6.2(r)(ii) of the Participation Agreement,
Section 6.3(b) of the Participation Agreement and Section 6.3(d) of the
Participation Agreement.


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


             "Limited Event of Default"
means (a) an Event of Default arising under Section 17.1(d) of the Lease, if
such Event of Default arose solely due to a Material Adverse Effect which does
not constitute an Objective Material Adverse Effect (including an Event of
Default which arose as a result of the failure of the Lessee under Section
10.1(a)(iv) of the Participation Agreement to disclose that a Material Adverse
Effect had occurred or which arose based on a breach of the representations set
forth in Section 8.2(a) or 8.3(a) of the Participation Agreement solely due to
a Material Adverse Effect which does not constitute an Objective Material
Adverse Effect); or (b) an Event of Default arising solely under Section
17.1(e)(ii) if the holder or beneficiary of the relevant Indebtedness has not
accelerated such Indebtedness; or (c) an Event of Default arising solely under
Section 17.1(o) of the Lease, but excluding, for purposes of any
of clause (a), clause (b) and clause (c) of this
definition, (x) any Event of Default arising under any other provision of
Section 17.1 of the Lease, notwithstanding that the event, condition or
circumstance giving rise to such Event of Default under such other provision
may also constitute an Event of Default described in clause (a), clause
(b) or clause (c) of this definition, and (y) any Event of Default
which arose as a result of the fraud, misapplication of funds, illegal acts or
willful misconduct of the Lessee.





             "Lockheed"
means Lockheed Martin Corporation, a Maryland corporation.


             "Lockheed Indemnification
Agreements" means collectively that certain Seller's Indemnity
Agreement dated as of August 5, 1999 between Lockheed, as seller, and the
Existing Owner, as buyer, and that certain Seller's Indemnity Agreement dated
as of January 14, 2000, between Lockheed, as seller, and Existing Owner, as
buyer, which agreements have been assigned by the Existing Owner to the Lessor
with respect to the relevant portion of the Property as of the applicable Land
Interest Acquisition Date.


             "Marketing Period"
means the period commencing on the date one hundred eighty (180) days prior to
the Expiration Date and ending on the Expiration Date.


             "Material Adverse Effect"
means (a) an adverse change in, or an adverse effect upon, the operations,
business, properties, condition (financial or otherwise) or prospects of the
Lessee and its Subsidiaries taken as a whole, which could reasonably be
expected to result in a breach of any of the covenants set forth in Section
10.2 of the Participation Agreement; (b) an adverse effect upon the legality,
validity, binding effect or enforceability of any Operative Document or any
Lessor Party's security interests, Liens or other rights in the Property or the
perfection or priority of such security interests, Liens or rights; or (c) an
adverse effect which reduces the value of the Property by ten percent (10%) or
more in the aggregate (other than as a result of ordinary wear and tear,
depreciation or changes in the market for such Property).


             "Material Environmental
Amount" means an amount payable by the Lessee and/or its Subsidiaries
in excess of 30% of the original Property Cost for remedial costs, non-routine
compliance costs, compensatory damages, punitive damages, fines, penalties or
any combination thereof.


             "Materials of Environmental
Concern" means any gasoline or petroleum (including crude oil or any
fraction thereof) or petroleum products or any hazardous or toxic substances,
materials or wastes, defined or regulated as such in or under any Environmental
Law, including, without limitation, asbestos, polychlorinated biphenyls and
urea-formaldehyde insulation.


             "Maturity Date"
means, as of any date of determination, the later of the Initial Maturity Date
or, if an extension of the Initial Maturity Date has been granted pursuant to
Section 3.6(b) of the Participation Agreement, the Extended Maturity Date then
in effect.


             "Modifications" is
defined in Section 11.1(a) of the Lease.


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





             "Mortgage"
means, with respect to the Phase I Facility or the Phase II Facility, the Deed
of Trust, Security Agreement and Financing Statement substantially in the form
attached as Exhibit J to the Participation Agreement, made by the Lessor in
favor of the Trustee for the benefit of the Agent for the benefit of the
Participants and satisfactory in form and substance to the Agent and the
Required Participants in order to create a first priority mortgage lien on the
Lessor's fee interest in the applicable Land Interest and the Improvements
thereon.


             "Multiemployer Plan"
means any Employee Benefit Plan which is a "multiemployer plan"
as defined in Section 3(37) of ERISA.


             "Net Proceeds"
means all amounts paid in connection with any Casualty or Condemnation, and all
interest earned thereon, less the expense of claiming and collecting such
amounts, including all costs and expenses in connection therewith for which the
Agent or the Lessor is entitled to be reimbursed pursuant to the Lease.


             "Net Sales Proceeds"
means the gross proceeds actually received by the Lessor upon any sale by the
Lessor of any part of the Property pursuant to Articles XVII or XXII of the
Lease, including, without limitation, (i) any such payments made to the
Lessor by the Lessee or any purchaser, (ii) any Shortfall Amount paid to
the Lessor by the Lessee pursuant to Section 13.2 of the Participation
Agreement, and (iii) any interest or yield paid by the Lessee to the
Lessor on past due amounts under the Lease; but excluding any payments applied
by the Lessor to pay, or received by the Lessor as reimbursement for, bona fide
costs of the sale (including any funding losses payable pursuant to Section
13.6 of the Participation Agreement) and further excluding any excess net sales
proceeds received from a purchaser that the Lessor is required to pay over to
the Lessee.  In the event that for any
reason whatsoever, including a default by the Lessee, the Lessor does not sell
the Property pursuant to the Lease on the Designated Payment Date, "Net
Sales Proceeds" shall nonetheless include any Shortfall Amount required to
be paid pursuant to Section 13.2 of the Participation Agreement and actually
received by the Lessor.  Further, if the
Lessor does not sell the Property pursuant to the Lease, then "Net
Sales Proceeds" shall also include the excess, if any, of:


(a)         all
rents and all sales, condemnation and insurance proceeds actually received by
the Lessor from any sale or lease after the Designated Payment Date of any
interest in, or because of any subsequent taking or damage to, the Property;
over



(b)        the
sum of (i) all costs of collecting the rents and proceeds described in the
preceding clause (a) plus (ii) all ad valorem taxes,
insurance premiums and other costs of every kind incurred by the Lessor with
respect to the ownership, operation or maintenance of the Property.



             "Non-Consenting Participant"
means any Participant which has denied, or is deemed to have denied, an
Extension Request pursuant to Section 3.6 of the Participation Agreement.





             "Objective
Material Adverse Effect" shall mean (i) one or more actions, suits or
proceedings (including the assessment of fines or penalties) at law or in
equity brought by any Person or any Governmental Authority against the Lessee
or the Property (or any portion thereof or interest therein) which (A) if
adversely determined could reasonably be expected to result in monetary claims
or damages (including the assessment of fines or penalties) in an amount in
excess of twenty percent (20%) of the Lessee's Consolidated Net Worth,
individually or in the aggregate (net of insurance coverage with respect to
which the relevant insurer has acknowledged coverage), or (B) is seeking
injunctive relief which could reasonably be expected to prevent the Lessee from
performing a material obligation under the Operative Documents, (ii) any actual
or threatened action, suit or proceeding at law or in equity brought by any
Governmental Authority or other Person exercising the powers of eminent domain
or condemnation in which such Governmental Authority or other Person is seeking
to exercise (or is threatening to seek to exercise) such powers with respect to
the Property (or any portion thereof or interest therein), (iii) any action,
suit or proceeding at law or in equity brought by any Person or any
Governmental Authority which, if adversely determined, could reasonably be
expected (A) to invalidate any Operative Document or any material provision
thereof, or (B) to prevent the Lessee from performing its obligations, or
satisfying any conditions, under the Operative Documents (whether with respect
to the individual event or action, suit or proceeding, or in the aggregate with
respect to all such actions, suits and proceedings), (iv) any action, suit or
proceeding at law or in equity brought by any Person or any Governmental
Authority in which such Person or Governmental Authority is seeking to
invalidate any Operative Document or any material provision thereof or is
otherwise seeking any remedy, in each case, which would prevent the Lessee from
performing its obligations or would prevent the Agent, the Lessor or the
Participants from exercising its or their rights and remedies under the
Operative Documents, or which would reduce the amounts payable thereunder by
any amount, (v) any action, suit or proceeding at law or in equity brought by
any Person or Governmental Authority, which could reasonably be expected to
prevent the Lessor or the Agent or the Participants from enforcing the Liens
created under the Lease or any Security Document; or (vii) any event which
results in a decrease in the Lessee's Consolidated Net Worth as set forth on
Lessee's most recent financial statements delivered pursuant to the
Participation Agreement by an amount of twenty-five percent (25.0%) or more; provided,
however, that for purposes of this entire definition, (x) Persons shall
not include any of Agent, Lessor or the Participants, or any Affiliates thereof
(other than the Tranche Y Participant) and (y) in determining whether a breach
(or any Event of Default resulting therefrom) has occurred in respect of the
specific provisions to which this definition is applied, the determination
shall be made in a commercially reasonable manner.


             "Original Executed
Counterpart" is defined in Section 31.8 of the Lease.


             "Operative Documents"
means the following:


             (a)         the
Participation Agreement;


             (b)        the
Lease and each Lease Supplement;


             (c)         the
Cash Collateral Agreement;


             (d)        the
Property Purchase Agreement, the Assignment of Property Purchase Agreement and
the Deeds;


             (e)         the
Assignment of Lease;


             (f)         the
Consent to Assignment; and


             (g)        the
Mortgages.





             "Overdue Rate"
means, with respect to the Advances, fees or any other payment due under the
Operative Documents, the interest or yield rate then applicable to the Advances
plus 2% per annum.


             "Participant Balance"
means for each Participant the sum of its Tranche A Participant Balance, its
Tranche B Participant Balance and its Tranche C Participant Balance.


             "Participant's Letter"
is defined in Section 12.1(b) of the Participation Agreement.


             "Participants"
means the Lessor, ABN AMRO Bank N.V., and each Person executing the
Participation Agreement or a Participant's Letter as a Participant and
purchasing a Participation Interest in the transactions contemplated by the
Participation Agreement and the other Operative Documents.


             "Participation Agreement"
means the Participation Agreement, dated as of the Closing Date, among the
Lessee, the Lessor, the Participants and the Agent.


             "Participation Interest"
means, as to the Tranche Y Participant, each other Tranche A Participant (if
any) and each Tranche B Participant, a participation interest or, as to each
Tranche C Participant, an equity interest, in the Advances and the Lease and
the right to receive that percentage of the following payments actually
received by the Lessor from or on behalf of the Lessee as is set forth on
Schedule I to the Participation Agreement under the column heading "Commitments",
subject to the provisions of Sections 3.10 through 3.23 and Section 11 of the
Participation Agreement: (i) Basic Rent, (ii) Supplemental Rent,
(iii)  Asset Termination Value, (iv) Purchase Option Price,
(v) Net Sales Proceeds, (vi) Residual Value Guarantee Amount,
(vii) any Shortfall Amount required to be paid pursuant to Section 13.2 of
the Participation Agreement, and (viii) any other payments in respect of
indemnities (to the extent such Participant is an Indemnitee) or the exercise
of remedies under the Operative Documents, excluding, however, (x) any
Excepted Payments and (y) as to a particular Participant, any payments on
account of any Advances and interest or yield thereon for which the Lessor has
not received payment from such Participant of such Participant's Commitment
Percentage thereof.


             "Payment Date"
means (a) any Scheduled Payment Date and (b) any date on which
interest is payable pursuant to Section 3.7(b) of the Participation Agreement
in connection with any prepayment of the Advances.


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


             "Pension Plan"
means any Employee Benefit Plan, other than a Multiemployer Plan, which is
subject to Section 412 of the Code or Section 302 of ERISA.





             "Permitted
Exceptions" means (i) Liens of the type described in clause
(b) of the definition of Permitted Liens set forth below, (ii) the respective
rights and interests of the parties to the Operative Documents as provided in
the Operative Documents, including any Lien securing obligations under the
Operative Documents, (iii) statutory Liens of mechanics, repairmen,
workmen and materialmen, and other Liens imposed by law, in each case incurred
in the ordinary course of business for amounts not yet overdue, (iv) Liens
and exceptions to title described on the title insurance policies in respect of
the Property delivered, and accepted by the Agent and the Lessor, on the
applicable Land Interest Acquisition Date pursuant to Section 6.2(h) of the
Participation Agreement, and (v) all non-monetary encumbrances,
exceptions, restrictions, easements, rights of way, servitudes, encroachments
and irregularities in title, other than any such encumbrances, exceptions,
restrictions, easements, rights of way, servitudes, encroachments and
irregularities in title which, in the reasonable assessment of the Lessor,
materially impair the value of the Property or the use of the Property for its
intended purpose.


             "Permitted Liens"
means the following Liens, subject however, in the case of the Property, to the
terms of the Lease:


(a)         Liens
in favor of the Lessor, the Agent or any Participant under the Operative Documents;



(b)        Liens
for taxes, assessments or governmental charges or claims not yet due or
(i) other than in the case of the Property, with respect to which the
Lessee or its Subsidiaries are taking each of the actions required pursuant to
Section 10.1(a)(iii) of the Participation Agreement, and (ii) in the case
of the Property, which are being properly contested in accordance with Section
13.1 of the Lease, but only for so long as the requirements of Section 13.1 of
the Lease continue to be satisfied;



(c)         statutory
Liens of landlords, banks (and rights of set-off), of carriers, warehousemen,
mechanics, repairmen, workmen and materialmen, and other Liens imposed by law,
in each case incurred in the ordinary course of business (i) for amounts
not yet overdue or (ii) for amounts that are overdue and that are being
contested in good faith by appropriate proceedings, so long as such reserves or
other appropriate provisions, if any, as shall be required by GAAP shall have
been made for any such contested amounts;



(d)        Liens
incurred or deposits made in the ordinary course of business in connection with
workers' compensation, unemployment insurance and other types of social
security, or to secure the performance of tenders, statutory obligations,
surety and appeal bonds, bids, leases, government contracts, trade contracts,
performance and return-of-money bonds and other similar obligations (exclusive
of obligations for the payment of borrowed money), so long as no foreclosure,
sale or similar proceedings have been commenced with respect thereto or on
account thereof;



(e)         easements,
rights-of-way, zoning restrictions, encroachments, imperfections and other
minor defects or irregularities in title, which, individually or in the
aggregate, are not substantial in amount and do not materially detract from the
value of the property subject thereto or interfere with the ordinary conduct of
the business of the Lessee or any of its Subsidiaries;






(f)         Liens
on property or assets of any corporation which becomes a Subsidiary of the Lessee
or on any property or assets acquired by the Lessee or any of its Subsidiaries
after the Closing Date, provided that (A) such Liens exist at the
time the stock of said corporation or assets or property is or are acquired by
the Lessee and (B) such Liens were not created in contemplation of such
acquisition by the Lessee or Subsidiary;



(g)        any
zoning or similar law or right reserved to or vested in any Governmental
Authority to control or regulate the use of any real property;



(h)        licenses
of patents, trademarks and other intellectual property rights granted by the
Lessee or any of its Subsidiaries in the ordinary course of business and not
interfering in any material respect with the ordinary conduct of the business
of the Lessee or such Subsidiary;



(i)          judgment
liens not constituting an Event of Default pursuant to Section 17.1(h) of the
Lease;



(j)          Liens
described in Schedule 10.1(b)(ii) to the Participation Agreement and existing
on the Closing Date;



(k)         Liens
securing Indebtedness permitted pursuant to Section 10.1(b)(i)(H),
10.1(b)(i)(I) and 10.1(b)(i)(K) of the Participation Agreement; provided,
in the case of Indebtedness permitted by Section 10.1(b)(i)(H) or Section
10.1(b)(i)(I) of the Participation Agreement, any Lien permitted hereby shall
encumber only the asset acquired with the proceeds of  such Indebtedness and such Liens do not secure any other
Indebtedness; and



(l)          any
extension or replacement of any of the foregoing in accordance with the terms
thereof;



provided,
(i) any Lien imposed pursuant to Section 401(a)(29) or 412(n) of the Code
or by ERISA, and (ii) any Lien relating to or imposed in connection with
any Environmental Claim, in each case is expressly prohibited hereunder.


             "Person" means any
individual, corporation, partnership, joint venture, association, joint-stock
company, trust, unincorporated organization, Governmental Authority or any
other entity.


             "Phase I Facility"
means the Phase I Land Interest and the Phase I Improvements.


             "Phase I Improvements"
means the corporate headquarters facility described in the applicable Plans and
Specifications and located on the Phase I Land Interest, together with all
other Improvements existing on or with respect to the Phase I Land Interest on
the Land Interest Acquisition Date therefor.


             Phase I Land Interest"
means fee title to the parcel of real property described on Schedule 1 of Lease
Supplement delivered on the Land Interest Acquisition Date in respect of the
Phase I Facility, and all Appurtenant Rights attached thereto.





             "Phase II Facility"
means the Phase II Land Interest and the Phase II Improvements.


             "Phase II Improvements"
means the corporate headquarters facility described in the applicable Plans and
Specifications and located on the Phase II Land Interest, together with all other
Improvements existing on or with respect to the Phase II Land Interest on the
Land Interest Acquisition Date therefor.


             "Phase II Land Interest"
means fee title to the parcel of real property described on Schedule 1 of Lease
Supplement delivered on the Land Interest Acquisition Date in respect of the
Phase II Facility, and all Appurtenant Rights attached thereto.


             "Plans and Specifications"
means, with respect to the Phase I Improvements or the Phase II Improvements,
as the case may be, the plans and specifications for such Improvements on the
applicable Land Interest delivered by the Lessee to the Lessor pursuant to
Section 6.2(k) of the Participation Agreement. "Project Costs"
means "project costs" within the meaning of such term under
GAAP in effect on the date of the Participation Agreement.


             "Pre-Existing Environmental
Conditions" means those Hazardous Conditions  that are the subject of California Regional Water Quality Control
Board, San Francisco Bay Region Order No. 00-124, adopted November 29, 2000.


             "Property" means
(i) the Land Interests and (ii) all of the Improvements, Equipment
and Fixtures at any time located on or under any such Land Interest other than
Equipment and Fixtures not financed by an Advance and not becoming property of
the Lessor under Article XI of the Lease.


             "Property Acquisition Cost"
means, with respect to any portion of the Property, the amount funded by the
Lessor under the Participation Agreement to pay the Existing Owner for the
purchase price of such portion of the Property as set forth in the Acquisition
Request therefor.


             "Property Cost"
means with respect to the Property, the aggregate amount of the Property
Acquisition Costs plus any Transaction Expenses to the extent paid or
reimbursed with the proceeds of an Advance, as set forth in the Acquisition
Request and Funding Requests therefor.


             "Property Purchase
Agreement" means the Development and Purchase and Sale Agreement dated
as of December 22, 1999, as amended as of January 5, 2001 between the Existing
Owner, as seller, and Yahoo! Inc., as buyer, together in each case with all
exhibits and schedules thereto, which agreement has been further assigned by
Yahoo! Inc. to the Lessor pursuant to the Assignments of Property Purchase
Agreement.


             "Purchase Money Indebtedness"
means Indebtedness that is secured by (i) a purchase money security interest
pursuant to the UCC or (ii) another lien under Applicable Law, which
Indebtedness secured by such other lien has the characteristics of the
Indebtedness secured by the security interest described in clause (i) of this
definition.


             "Purchase Notice"
is defined in Section 20.1 of the Lease.





             "Purchase Option"
is defined in Section 20.1 of the Lease.


             "Purchase Option Price"
is defined in Section 20.1 of the Lease.


             "Quick Ratio"
shall mean, with respect to the Lessee at any time, the ratio, determined on a
consolidated basis in accordance with GAAP, of:


(a)         The
sum (without duplication) of all unencumbered cash, Cash Equivalents, long-term
debt securities and net accounts receivable of the Lessee and its Subsidiaries
at such time;



             to


(b)        the
current liabilities of the Lessee and its Subsidiaries at such time (including
current liabilities of the Lessee and its Subsidiaries in connection with
synthetic leases and other off-balance sheet Funded Indebtedness).



             (In calculating the Quick Ratio,
Cash Equivalents shall be marked to market quarterly).


             "Rate Contracts"
shall mean swap agreements (as that that term is defined in Section 101 of the
Federal Bankruptcy Reform Act of 1978, as amended) and any other agreements or
arrangements designed to provide protection against fluctuations in interest or
currency exchange rates.


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


             "Remarketing Option"
is defined in Section 22.1 of the Lease.


             "Renewal Effective Date"
is defined in Section 21.1(a) of the Lease.


             "Renewal Option"
is defined in Section 21.1(a) of the Lease.


             "Renewal Request"
is defined in Section 21.1(a) of the Lease.


             "Renewal Response Date"
is defined in Section 21.1(a) of the Lease.


             "Renewal Term"
means a renewal term immediately following the Initial Expiration Date or the
Extended Expiration Date, as the case may be, in the event the Lessee has
exercised a Renewal Option pursuant to Section 21.1 of the Lease and such
Renewal Request has been granted in accordance with the terms of the Lease.


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


             "Replacement Participant"
is defined in Section 3.6(c) of the Participation Agreement.


             "Requesting Party"
is defined in Section 26.1 of the Lease.





             "Required
Modification" is defined in Section 11.1(a) of the Lease.


             "Required Participants"
means, at any time, Participants (excluding the Tranche Y Participant) the
Commitment Percentages of which aggregate at least 66-2/3% of the Total
Commitments (excluding the Commitments held by the Tranche Y Participant).


             "Requirement of Law"
means all Federal, foreign, state, county, municipal and other governmental
statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and
injunctions affecting the Property, any of the Improvements or the demolition,
construction, use or alteration thereof, whether now or hereafter enacted and
in force, including any that require repairs, modifications or alterations in
or to the Property or any portion thereof or in any way limit the use and
enjoyment thereof (including all building, zoning and fire codes and the
Americans with Disabilities Act of 1990, 42 U.S.C. § 1201 et. seq.
and any other similar Federal, foreign, state or local laws or ordinances and
the regulations promulgated thereunder) and any that may relate to
environmental requirements (including all Environmental Laws), and all permits,
certificates of occupancy, licenses, authorizations and regulations relating
thereto, and all covenants, agreements, restrictions and encumbrances contained
in any instruments which are either of record or known to the Lessee affecting
the Property or any portion thereof, the Appurtenant Rights and any easements,
licenses or other agreements entered into pursuant to Section 12.2 of the
Lease.


             "Residual Value Guarantee
Amount" means an amount equal to the Tranche A Proportionate Share of
the Lease Balance.


             "Response Actions"
means remove, removal, remedy, and remedial action as those terms are defined
in CERCLA, 42 U.S.C. § 9601.


             "Responsible Officer"
means, with respect to the Lessee, the chief executive officer, the president,
any executive vice president, the chief financial officer, the treasurer, the
vice president of finance and, with respect to legal matters, the general
counsel..


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


             "Restricted Subsidiary"
means as of any date of determination each Subsidiary of Lessee, the assets of
which as of such date (as determined in accordance with GAAP) comprise ten
percent (10.0%) or more of the Lessee's Consolidated Assets as of such date.


             "S&P" means
Standard & Poor's Ratings Group, a division of The McGraw Hill Corporation.


             "Scheduled Payment Date"
means (a) as to any Eurodollar Rate Advance having an Interest Period of
one, two or three months, the last day of such Interest Period, (b) as to
any Eurodollar Rate Advance having an Interest Period longer than three months,
the last day of the first three month period in such Interest Period and the
last day of such Interest Period, and (c) as to any Alternate Base Rate
Advance, the last Business Day of each quarter.





             "SEC"
means the Securities and Exchange Commission and any successor thereto.


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


             "Security Documents"
means the collective reference to the Mortgages, the Assignment of Lease, the
Cash Collateral Agreement 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 to the Agent and the Participants
under the Participation Agreement or of the Lessee to the Lessor under the
Lease.


             "Shortfall Amount"
means, as of the Expiration Date, the amount that the aggregate Asset
Termination Value will exceed the aggregate of the Net Sales Proceeds and the Residual
Value Guarantee Amount upon the completion of a sale of the Property pursuant
to Article XXII of the Lease.


             "Significant Casualty"
means (i) a Casualty that results in an insurance settlement on the basis
of a total loss, or a constructive or compromised total loss, or (ii) a
Casualty that in the reasonable, good faith judgment of the Lessee (as
evidenced by a Responsible Officer's Certificate delivered by the Lessee to the
Lessor pursuant to Section 16.1 of the Lease) either (a) renders the Property
unsuitable for continued use as a commercial property of the type of such
property immediately prior to such Casualty or (b) is so substantial in
nature that restoration of the Property to substantially its condition as
existed immediately prior to such Casualty would be impracticable or
impossible.


             "Significant Condemnation"
means (i) a Condemnation that involves a taking of the Lessor's entire
title to a Land Interest, (ii) a Condemnation that results in loss of
possession of the Property by the Lessee for a period in excess of one hundred
eighty (180) consecutive days, or (iii) a Condemnation that in the
reasonable, good faith judgment of the Lessee (as evidenced by a Responsible
Officer's Certificate delivered by the Lessee to the Lessor pursuant to Section
16.1 of the Lease) either (a) renders the Property unsuitable for
continued use as commercial property of the type of such property immediately
prior to such Condemnation or (b) is such that restoration of the Property
to substantially its condition as existed immediately prior to such
Condemnation would be impracticable or impossible.


             "Significant Event"
means, as the case may be, (i) a Significant Casualty, (ii) a
Significant Condemnation, (iii) an event where the restoration of the
Property subject to a Casualty or Condemnation shall not be completed prior to
the earlier of (A) the 180th day prior to the Expiration Date or (B) twelve
(12) months following the occurrence of such Casualty or Condemnation or
(iv) the occurrence of an Environmental Violation where the costs to clean
up or remediate the same are reasonably estimated by the Lessee to exceed 30%
of Asset Termination Value.


             "Sub-Participant"
is defined in Section 12.2(a) of the Participation Agreement.





             "Subsidiary"
of any Person shall mean (a) any corporation of which more than 50% of the
issued and outstanding Equity Securities having ordinary voting power to elect
a majority of the Board of Directors of such corporation (irrespective of
whether at the time capital stock of any other class or classes of such
corporation shall or might have voting power upon the occurrence of any
contingency) is at the time directly or indirectly owned or controlled by such
Person, by such Person and one or more of its other Subsidiaries or by one or more
of such Person's other Subsidiaries, (b) any partnership, joint venture,
or other Person of which more than 50% of the equity interest having the power
to vote, direct or control the management of such partnership, joint venture,
business trust or other person is at the time owned and controlled by such
Person, by such Person and one or more of the other Subsidiaries or by one or
more of such Person's other Subsidiaries or (c) any other Person included
in the financial statements of such Person on a consolidated basis.  The term "Subsidiary" as used in
the Operative Documents shall refer to a Subsidiary of the Lessee unless
otherwise expressly required, but shall in all events exclude Yahoo! Japan in
the event such entity would ever otherwise constitute a Subsidiary under the
Operative Documents.


             "Supplemental Rent"
means all amounts, liabilities and obligations (other than Basic Rent) which
the Lessee assumes or agrees to pay to the Lessor or any other Person under the
Lease or any of the other Operative Documents, including, without limitation,
and without duplication, payments of the Residual Value Guarantee Amount, any
Shortfall Amount payable pursuant to Section 13.2 of the Participation
Agreement and payments pursuant to Sections 16.2, 16.3, or 17.6 of the Lease
and Articles XX and XXII of the Lease.


             "Surety Instruments"
shall mean all letters of credit (including standby and commercial), banker's
acceptances, bank guaranties, shipside bonds, surety bonds and similar
instruments.


             "Taxes" is defined
in the definition of Impositions.


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


             "Termination Date"
is defined in Section 15.1(d), 16.2(a) and 17.2(e) of the Lease.


             "Termination Notice"
is defined in Section 16.1 of the Lease.


             "Total Commitment"
means the amount set forth as such in Schedule I to the Participation Agreement
or, if such amount is reduced pursuant to Section 3.6(a) of the Participation
Agreement, the amount to which so reduced.


             "Tranche A Participants"
means the Tranche Y Participant and any assignee thereof consented to in
writing by the Agent.


             "Tranche A Participation
Interest" means, as to each Tranche A Participant as of any date of
determination, such Participant's Tranche A Participation Interest Commitment
Percentage then in effect, multiplied by the outstanding amount of all Advances
as to which such Participant has funded its Tranche A Participation Interest
Commitment Percentage under Section 3.4 of the Participation Agreement.


             "Tranche A Participation
Interest Commitment" is defined in Section 3.5 of the Participation
Agreement.





             "Tranche A
Participation Interest Commitment Percentage" means (i) with respect
to the Tranche Y Participant, 86.0% of the Aggregate Commitments.


             "Tranche A Proportionate
Share" means with respect to the Residual Value Guarantee Amount 86.0%
of the Aggregate Commitments.


             "Tranche B Participant
Balance" means for each Tranche B Participant as of any date of
determination an amount equal to the sum of such Participant's Tranche B
Participation Interest as of such date in all outstanding Advances together
with all accrued and unpaid interest thereon and all other amounts owed to such
Tranche B Participant under the Operative Documents.


             "Tranche B Participants"
means those Participants maintaining a Tranche B Participation Interest
Commitment and purchasing a Tranche B Participation Interest in the Advances.


             "Tranche B Participation
Interest" means, as to each Tranche B Participant as of any date of
determination, such Tranche B Participant's Tranche B Participation Interest
Commitment Percentage then in effect multiplied by the outstanding amount of
all Advances as to which such Participant has funded its Tranche B
Participation Interest Commitment Percentage under Section 3.4 of the
Participation Agreement.


             "Tranche B Participation
Interest Commitment" is defined in Section 3.5 of the Participation
Agreement.


             "Tranche B Participation
Interest Commitment Percentage" means (i) with respect to all
Tranche B Participants in the aggregate, 10.45% of the Aggregate Commitments,
and (ii) with respect to each Tranche B Participant, the percentage of the
Aggregate Commitments set forth after such Participant's Tranche B
Participation Interest Commitment in Schedule I to the Participation Agreement
(as amended from time to time).


             "Tranche C Equity Interest"
means, as to each Tranche C Participant as of any date of determination, such
Tranche C Participant's Tranche C Equity Interest Commitment Percentage then in
effect multiplied by the outstanding amount of all Advances as to which such
Participant has funded its Tranche C Equity Interest Commitment Percentage
under Section 3.4 of the Participation Agreement.


             "Tranche C Equity Interest
Commitment" is defined in Section 3.5 of the Participation Agreement.


             "Tranche C Equity Interest
Commitment Percentage" means (i) with respect to all Tranche C
Participants in the aggregate at any time, 3.55% (and in no event less than 3%)
of the Aggregate Commitments, and (ii) with respect to each Tranche C
Participant, the percentage of the Aggregate Commitments set forth after such
Participant's Tranche C Equity Interest Commitment in Schedule I to the
Participation Agreement (as amended from time to time).


             "Tranche C Participant
Balance" means for each Tranche C Participant as of any date of
determination an amount equal to the sum of such Participant's Tranche C Equity
Interest as of such date in all outstanding Advance, together with all accrued
and unpaid yield thereon and all other amounts owed to such Tranche C
Participant under the Operative Documents.





             "Tranche C
Participants" means those Participants maintaining a Tranche C Equity
Interest Commitment and purchasing a Tranche C Equity Interest in the Advances.


             "Tranche Y Participant" means Yahoo! Inc.,
in its capacity as a Participant maintaining a Tranche A Participation Interest
Commitment and purchasing a Tranche A Participation Interest in the Advances.


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


             (a)         the
reasonable fees, out-of-pocket expenses and disbursements of counsel for the
Lessor and the Agent, in negotiating the terms of the Operative Documents and
the other transaction documents, preparing for the closing under, and rendering
opinions in connection with, such transactions (including each Property
acquisition closing on a Land Interest Acquisition Date) and in rendering other
services customary for counsel representing parties to transactions of the
types involved in the transactions contemplated by the Operative Documents;



             (b)        the
reasonable fees, out-of-pocket expenses and disbursements of counsel, and
(without duplication) the reasonable allocated cost of internal legal services
and all disbursements of internal counsel of each of the Lessor, the
Participants (other than the Tranche Y Participant) and the Agent in connection
with (1) any amendment, supplement, waiver or consent with respect to any
Operative Documents, and (2) any enforcement of any rights or remedies against
the Lessee in respect of the Operative Documents;



             (c)         any
other reasonable fees, out-of-pocket expenses, disbursements or cost of the
Lessor or the Agent incurred in connection with the transactions contemplated
by the Operative Documents including any amounts paid to insurance consultants;



             (d)        any
and all Taxes and fees incurred in recording, registering or filing any
Operative Document or any other transaction document, any deed, declaration,
mortgage, security agreement, notice or financing statement with any public
office, registry or governmental agency in connection with the transactions
contemplated by the Operative Documents;



             (e)         any
title fees, premiums and escrow costs and other expenses relating to title
insurance and the closings contemplated by the Operative Documents;



             (f)         all
expenses relating to all Environmental Audits;



             (g)        the
Arrangement Fee;



             (h)        any
and all Appraisal fees.



             "Trustee" is
defined in Section 7.1(f) of the Lease.





             "UCC Financing
Statements" means collectively the Agent Financing Statements and the
Lessor Financing Statements.


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


             "Wholly-Owned Domestic
Subsidiary" means a Domestic Subsidiary of the Lessee that is a
Wholly-Owned Subsidiary.


             "Wholly-Owned Foreign
Subsidiary" means a Foreign Subsidiary of the Lessee that is a
Wholly-Owned Subsidiary.


             "Wholly-Owned Subsidiary"
means a Subsidiary of the Lessee, at least 99% of the capital stock of which
(other than directors' qualifying shares) is owned by the Lessee or another
Wholly-Owned Subsidiary.