##### 



Exhibit 10.1

MASTER AGREEMENT

Dated as of July 12, 2002

among

CONCORD EFS, INC.,
as Guarantor

CONCORD EFS, INC. AND
CERTAIN SUBSIDIARIES OF
CONCORD EFS, INC.
THAT MAY HEREAFTER BECOME PARTY HERETO,
as Lessees

ELECTRONIC PAYMENT SERVICES, INC.,
STAR SYSTEMS, LLC AND CERTAIN OTHER
SIGNIFICANT SUBSIDIARIES OF
CONCORD EFS, INC.
THAT ARE OR MAY HEREAFTER BECOME PARTY HERETO,
as Subsidiary Guarantors,

ATLANTIC FINANCIAL GROUP, LTD., as Lessor,

CERTAIN FINANCIAL INSTITUTIONS PARTIES HERETO,
as Lenders

and

SUNTRUST BANK, as Agent





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TABLE OF CONTENTS

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|ARTICLE I     DEFINITIONS; INTERPRETATION                                          |  |                                                                           | 1  | 
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|ARTICLE II     ACQUISITION, CONSTRUCTION AND LEASE; FUNDINGS;NATURE OF TRANSACTION |  |                                                                           | 2  | 
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|SECTION 2.1                                                                        |  | Agreement to Acquire, Construct, Fund and Lease                           |    |  | 2  |     
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|SECTION 2.2                                                                        |  | Fundings of Purchase Price, Development
Costs and Construction Costs      |    |  | 3  |     
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|SECTION 2.3                                                                        |  | Funded Amounts and Interest and Yield Thereon                             |    |  | 6  |     
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|SECTION 2.4                                                                        |  | Lessee Owner for Tax Purposes                                             |    |  | 6  |     
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|SECTION 2.5                                                                        |  | Amounts Due Under Lease                                                   |    |  | 7  |     
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|SECTION 2.6                                                                        |  | Posting of Cash Collateral                                                |    |  | 7  |     
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|ARTICLE III     CONDITIONS PRECEDENT; DOCUMENTS                                    |  |                                                                           | 8  | 
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|SECTION 3.1                                                                        |  | Conditions to the Obligations of the Funding Parties on each Closing Date |    |  | 8  |     
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|SECTION 3.2                                                                        |  | Additional Conditions for the Initial Closing Date                        |    |  | 12 |     
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|SECTION 3.3                                                                        |  | Conditions to the Obligations of Lessee                                   |    |  | 14 |     
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|SECTION 3.4                                                                        |  | Conditions to the Obligations of the Funding Parties on each Funding Date |    |  | 14 |     
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|SECTION 3.5                                                                        |  | Completion Date Conditions                                                |    |  | 15 |     
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|SECTION 3.6                                                                        |  | Addition of Lessees                                                       |    |  | 17 |     
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|ARTICLE IV     REPRESENTATIONS                                                     |  |                                                                           | 17 | 
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|SECTION 4.1                                                                        |  | Representations of the Obligors                                           |    |  | 17 |     
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|SECTION 4.2                                                                        |  | Survival of Representations and Effect of Fundings                        |    |  | 23 |     
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|SECTION 4.3                                                                        |  | Representations of the Lessor                                             |    |  | 24 |     
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|SECTION 4.4                                                                        |  | Representations of each Lender                                            |    |  | 25 |     
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|ARTICLE V     COVENANTS OF OBLIGORS AND THE LESSOR                                 |  |                                                                           | 26 | 
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|SECTION 5.1                                                                        |  | Financial Statements                                                      |    |  | 26 |     
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|SECTION 5.3                                                                        |  | Funded Debt to Tangible Capitalization Ratio                              |    |  | 27 |     
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|SECTION 5.4                                                                        |  | Adjusted Net Income                                                       |    |  | 27 |     
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|SECTION 5.5                                                                        |  | No Impairment                                                             |    |  | 27 |     
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|SECTION 5.6                                                                        |  | Additional Covenants; Significant Subsidiary                              |    |  | 28 |     
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|SECTION 5.7                                                                        |  | Payment of Obligations                                                    |    |  | 28 |     
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|SECTION 5.8                                                                        |  | Maintenance of Property: Insurance                                        |    |  | 28 |     
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|SECTION 5.9                                                                        |  | Conduct of Business and Maintenance of Existence                          |    |  | 29 |     
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|SECTION 5.10                                                                       |  | Compliance with Laws                                                      |    |  | 29 |     
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|SECTION 5.11                                                                       |  | Inspection of Property, Books and Records                                 |    |  | 29 |     

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|SECTION 5.12                                   |  | Consolidations, Mergers and Sales of Assets             |    |  | 29 | 
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|SECTION 5.13                                   |  | Negative Pledge                                         |    |  | 30 | 
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|SECTION 5.14                                   |  | Limitation on Indebtedness                              |    |  | 31 | 
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|SECTION 5.15                                   |  | Transactions with Affiliates                            |    |  | 31 | 
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|SECTION 5.16                                   |  | Further Assurances                                      |    |  | 32 | 
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|SECTION 5.17                                   |  | Additional Required Appraisals                          |    |  | 32 | 
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|SECTION 5.18                                   |  | Lessor's Covenants                                      |    |  | 32 | 
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|ARTICLE VI     TRANSFERS BY LESSOR AND LENDERS |  |                                                         | 34 | 
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|SECTION 6.1                                    |  | Lessor Transfers                                        |    |  | 34 | 
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|SECTION 6.2                                    |  | Lender Transfers                                        |    |  | 34 | 
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|ARTICLE VII     INDEMNIFICATION                |  |                                                         | 35 | 
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|SECTION 7.1                                    |  | General Indemnification                                 |    |  | 35 | 
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|SECTION 7.2                                    |  | Environmental Indemnity                                 |    |  | 37 | 
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|SECTION 7.3                                    |  | Proceedings in Respect of Claims                        |    |  | 39 | 
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|SECTION 7.4                                    |  | General Tax Indemnity                                   |    |  | 41 | 
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|SECTION 7.5                                    |  | Increased Costs, etc.                                   |    |  | 46 | 
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|SECTION 7.6                                    |  | End of Term Indemnity                                   |    |  | 51 | 
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|ARTICLE VIII     MISCELLANEOUS                 |  |                                                         | 52 | 
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|SECTION 8.1                                    |  | Survival of Agreements                                  |    |  | 52 | 
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|SECTION 8.2                                    |  | Notices                                                 |    |  | 52 | 
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|SECTION 8.3                                    |  | Counterparts                                            |    |  | 52 | 
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|SECTION 8.4                                    |  | Amendments                                              |    |  | 52 | 
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|SECTION 8.5                                    |  | Headings, etc                                           |    |  | 54 | 
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|SECTION 8.6                                    |  | Parties in Interest                                     |    |  | 54 | 
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|SECTION 8.7                                    |  | GOVERNING LAW                                           |    |  | 54 | 
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|SECTION 8.8                                    |  | Expenses                                                |    |  | 54 | 
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|SECTION 8.9                                    |  | Severability                                            |    |  | 54 | 
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|SECTION 8.10                                   |  | Liabilities of the Funding Parties: Sharing of Payments |    |  | 55 | 
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|SECTION 8.11                                   |  | Submission to Jurisdiction; Waivers                     |    |  | 56 | 
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|SECTION 8.12                                   |  | Liabilities of the Agent                                |    |  | 56 | 

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APPENDIX A Definitions and Interpretation

SCHEDULES

|                |  |                         
|--------------- |  | ------------------------
|SCHEDULE 1      |  | Significant Subsidiaries
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|SCHEDULE 2.2    |  | Commitments             
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|SCHEDULE 4.1(o) |  | Environmental Matters   
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|SCHEDULE 8.2    |  | Notice Addresses        

EXHIBITS

|          |  |                                                 
|--------- |  | ------------------------------------------------
|EXHIBIT A |  | Form of Funding Request                         
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|EXHIBIT B |  | Form of Assignment of Lease and Rents           
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|EXHIBIT C |  | Form of Security Agreement and Assignment       
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|EXHIBIT D |  | Form of Mortgage                                
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|EXHIBIT E |  | Form of Joinder Agreement                       
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|EXHIBIT F |  | Form of Assignment and Acceptance Agreement     
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|EXHIBIT G |  | Form of Local Counsel Opinion                   
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|EXHIBIT H |  | Form of Certification of Construction Completion
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|EXHIBIT I |  | Form of Payment Date Notice                     
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|EXHIBIT J |  | Form of Compliance Certificate                  

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MASTER AGREEMENT

THIS MASTER AGREEMENT, dated as of July 12, 2002 (as it may be amended or
modified from time to time in accordance with the provisions hereof, this
Master Agreement), is among CONCORD EFS, INC., a Delaware corporation
(Concord or the Guarantor), CONCORD EFS, INC. and certain Subsidiaries of
Concord that may hereafter become parties hereto as lessees pursuant to Section
3.6 (individually, a Lessee and collectively the Lessees), as Lessees,
ELECTRONIC PAYMENT SERVICES, INC., a Delaware corporation (EPS), STAR
SYSTEMS, LLC, a Delaware limited liability company (Star), and the other
Significant Subsidiaries set forth on Schedule 1 (together with other
Significant Subsidiaries that may hereafter become parties hereto pursuant to
the Subsidiary Guaranty, individually, a Subsidiary Guarantor and
collectively the Subsidiary Guarantors), ATLANTIC FINANCIAL GROUP, LTD., a
Texas limited partnership (the Lessor), certain financial institutions
parties hereto as lenders (together with any other financial institution that
becomes a party hereto as a lender, collectively referred to as Lenders and
individually as a Lender), and SUNTRUST BANK, a Georgia banking corporation,
as agent for the Lenders (in such capacity, the Agent).

PRELIMINARY STATEMENT

In accordance with the terms and provisions of this Master Agreement, the
Lease, the Loan Agreement and the other Operative Documents, (i) the Lessor
contemplates acquiring Land and, in certain cases, the Buildings on such Land
identified by Concord, as Construction Agent, from time to time, and leasing
such Land and Buildings thereon to a Lessee, (ii) Concord, as Construction
Agent for the Lessor, wishes, in certain instances, to construct Buildings on
Land for the Lessor and, when completed, the related Lessee wishes to lease
such Buildings from the Lessor as part of the Leased Properties under the
Lease, (iii) Concord, as Construction Agent, wishes to obtain, and the Lessor
is willing to provide, funding for the acquisition of the Land and Buildings,
or, in certain instances, the construction of Buildings, and (iv) the Lessor
wishes to obtain, and Lenders are willing to provide, from time to time,
financing of a portion of the funding of the acquisition of the Land and
Buildings and, if applicable, the construction of the Buildings.

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

ARTICLE I
DEFINITIONS; INTERPRETATION

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





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ARTICLE II
ACQUISITION, CONSTRUCTION AND LEASE; FUNDINGS;
NATURE OF TRANSACTION

SECTION 2.1 Agreement to Acquire, Construct, Fund and Lease.

(a) Land. Subject to the terms and conditions of this Master Agreement,
with respect to each parcel of Land identified by Concord, as Construction
Agent, on the related Closing Date (i) the Lessor agrees to acquire such
interest in the related Land, and any Building thereon, from the applicable
Seller as is transferred, sold, assigned and conveyed to the Lessor pursuant to
the applicable Purchase Agreement or to lease such interest in the related
Land, and any Building thereon, from the applicable Ground Lessor as is leased
to the Lessor pursuant to the applicable Ground Lease, (ii) the Lessor hereby
agrees to lease, or sublease, as the case may be, such Land and any Building
thereon to the related Lessee pursuant to the Lease, and (iii) the related
Lessee hereby agrees to lease, or sublease, as the case may be, such Land, and
any Building thereon, from the Lessor pursuant to the Lease. With respect to
certain IDB Properties, (i) the applicable Authority may acquire such interest
in the related Land from the applicable Seller as is transferred, sold,
assigned and conveyed to the Authority pursuant to the applicable Purchase
Agreement, (ii) the applicable Authority will lease such Land to the Lessor
pursuant to the related IDB Lease, and (iii) the related Lessee hereby agrees
to sublease such Land from the Lessor pursuant to the Lease (it being
understood that any reference in the Operative Documents to the lease by a
Lessee of an IDB Property shall be deemed to refer to the sublease thereof
pursuant to the Lease). With respect to certain IDB Properties, after the
Closing Date therefor, upon request of the related Lessee, (i) the Lessor shall
transfer to the applicable Authority such interest in such IDB Property as the
Lessor has, (ii) the applicable Authority will lease such IDB Property to the
Lessor pursuant to the related IDB Lease and (iii) the related Lessee will
sublease such IDB Property from the Lessor pursuant to the Lease (and any
reference in the Operative Documents to the lease by the related Lessee of such
IDB Property shall be deemed to refer to the sublease thereof pursuant to the
Lease). The obligation of the Lessor to enter into the IDB Documentation with
respect to any IDB Property is subject to the Lessors and the Agents
reasonable satisfaction with the form and substance of such IDB Documentation.
The Lessor and the Agent agree to promptly review the IDB Documentation for
each IDB Property after their receipt thereof, and the Lessor and the Agent
agree that their consent to such IDB Documentation shall not be unreasonably
withheld, conditioned or delayed.

(b) Building. With respect to each parcel of Land on which a Building is
to be constructed, subject to the terms and conditions of this Master
Agreement, from and after the Closing Date relating to such Land (i) the
Construction Agent agrees, pursuant to the terms of the Construction Agency
Agreement, to construct and install the Building on such Land for the Lessor
prior to the Scheduled Construction Termination Date, (ii) the Lenders and the
Lessor agree to fund the costs of such construction and installation (and
interest and yield thereon), (iii) the Lessor shall lease, or sublease, as the
case may be, such Building as part of such Leased

2



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Property to the related Lessee pursuant to the Lease, and (iv) the related
Lessee shall lease, or sublease, as the case may be, such Building from the
Lessor pursuant to the Lease.

SECTION 2.2 Fundings of Purchase Price, Development Costs and
Construction Costs.

(a) Initial Funding and Payment of Purchase Price for Land and Development
Costs on Closing Date. Subject to the terms and conditions of this Master
Agreement, on the Closing Date for any Land, and any Building thereon, each
Lender shall make available to the Lessor its initial Loan with respect to such
Land, and any Building thereon, in an amount equal to the product of such
Lenders Commitment Percentage times the purchase price for such Land, and any
Building thereon, and the Construction Costs incurred by the Construction
Agent, as agent, through such Closing Date, which funds the Lessor shall use,
together with the Lessors own funds in an amount equal to the product of the
Lessors Commitment Percentage times the purchase price for the related Land
and any Building thereon, and the Construction Costs incurred by the
Construction Agent, as agent, through such Closing Date, to purchase such Land,
and any Building thereon, from the applicable Seller pursuant to the applicable
Purchase Agreement or lease the Land and any Building thereon, from the
applicable Ground Lessor pursuant to the applicable Ground Lease, as the case
may be, and to pay to the Construction Agent the amount of such Construction
Costs, and the Lessor shall lease, or sublease, as the case may be, such Land
to the related Lessee pursuant to the Lease.

(b) Subsequent Fundings and Payments of Construction Costs during
Construction Term. Subject to the terms and conditions of this Master
Agreement, if a Building is to be constructed on Land, on each Funding Date
following the Closing Date for each such parcel of Land until the related
Construction Term Expiration Date, (i) each Lender shall make available to the
Lessor a Loan in an amount equal to the product of such Lenders Commitment
Percentage times the amount of Funding requested by the Construction Agent for
such Funding Date, which funds the Lessor hereby directs each Lender to pay
over to the Agent, for distribution to the Construction Agent or a Lessee, as
the case may be, as set forth in paragraph (d), and (ii) the Lessor shall pay
over to the Agent, for distribution to the Construction Agent, its own funds
(which shall constitute a part of, and an increase in, the Lessors Invested
Amount with respect to such Leased Property) in an amount equal to the product
of the Lessors Commitment Percentage times the amount of Funding requested by
the Construction Agent for such Funding Date.

(c) Aggregate Limits on Funded Amounts. The aggregate amount that the
Funding Parties shall be committed to provide as Funded Amounts under this
Master Agreement and the Loan Agreement shall not exceed (x) with respect to
each Leased Property the Construction Costs for such Leased Property
(including, without limitation, the costs of acquiring the Leased Property), or
(y) $55,000,000 in the aggregate. The aggregate amount that any Funding Party
shall be committed to fund under this Master Agreement and the Loan Agreement
shall not exceed the lesser of (i) such Funding Partys Commitment and (ii)
such Funding Partys Commitment Percentage of the aggregate Fundings requested
under this Master Agreement.

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(d) Notice, Time and Place of Fundings. With respect to each Funding, a
Lessee or the Construction Agent, as the case may be, shall give the Lessor and
the Agent an irrevocable prior telephone (followed within one Business Day with
written) or written notice not later than (i) 11:00 a.m., Atlanta, Georgia
time, at least three Business Days prior to the proposed Closing Date or other
Funding Date, as the case may be, in the case of LIBOR Advances and (ii) 11:00
a.m., Atlanta, Georgia time on the proposed Closing Date or other Funding Date,
as the case may be, in the case of Base Rate Advances, pursuant, in each case,
to a Funding Request in the form of Exhibit A (a Funding Request), signed by
an Executive Officer of such Lessee or the Construction Agent, as the case may
be, specifying the Closing Date or subsequent Funding Date, as the case may be,
the amount of Funding requested, whether such Funding shall be a LIBOR Advance
or a Base Rate Advance or a combination thereof and the Rent Period(s)
therefor. All documents and instruments required to be delivered on such
Closing Date pursuant to this Master Agreement shall be delivered at the
offices of Mayer, Brown, Rowe & Maw, 190 South LaSalle Street, Chicago,
Illinois 60603, or at such other location as may be determined by the Lessor,
the Construction Agent and the Agent. Each Funding shall occur on a Business
Day and shall be in an amount equal to $250,000 or an integral multiple of
$10,000 in excess thereof. All remittances made by any Lender and the Lessor
for any Funding shall be made in immediately available funds by wire transfer
to or, as is directed by, the related Lessee or the Construction Agent, as the
case may be, with receipt by the related Lessee or the Construction Agent, as
the case may be, not later than 12:00 noon, Atlanta, Georgia time, on the
applicable Funding Date, upon satisfaction or waiver of the conditions
precedent to such Funding set forth in Section 3; such funds shall (1) in the
case of the initial Funding on a Closing Date, be used (A) to pay the purchase
price to the applicable Seller for the related Land and any Building thereon,
and (B) to pay the Construction Agent for the payment or reimbursement of
Construction Costs incurred on or prior to the Closing Date, and (2) in the
case of each subsequent Funding be paid to the Construction Agent, for the
payment of Construction Costs incurred through such Funding Date and not
previously paid.

(e) Lessees Deemed Representation for Each Funding. Each Funding Request
by a Lessee or the Construction Agent shall be deemed a reaffirmation of each
Lessees indemnity obligations in favor of the Indemnitees under the Operative
Documents and a representation and warranty from such Lessee or the
Construction Agent, as the case may be, to the Lessor, the Agent and the
Lenders that on the proposed Closing Date or Funding Date, as the case may be,
(i) the amount of Funding requested represents amounts owing in respect of the
purchase price of the related Land, and any Building thereon, and Construction
Costs in respect of the Leased Property (in the case of the initial Funding on
a Closing Date) or amounts that are then due to third parties in respect of the
Construction (in the case of any Funding), (ii) no Event of Default or
Potential Event of Default exists, and (iii) the representations and warranties
of each Obligor set forth in Section 4.1 are true and correct in all material
respects as though made 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 in
all material respects on and as of such earlier date.

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(f) Not Joint Obligations. Notwithstanding anything to the contrary set
forth herein or in the other Operative Documents, each Lenders and the
Lessors commitments shall be several, and not joint. In no event shall any
Funding Party be obligated to fund an amount in excess of such Funding Partys
Commitment Percentage of any Funding, or to fund amounts in the aggregate in
excess of such Funding Partys Commitment.

(g) Non-Pro Rata Fundings. Notwithstanding anything to the contrary set
forth in this Master Agreement, but subject to Section 2.2(f) above, at the
Agents option, Fundings may be made by drawing on the Lessors Commitment
until such Commitment is fully funded before drawing on the Lenders
Commitments. In such event, when the Lessors Commitment is fully funded, the
Lenders will fund, on a pro rata basis as among themselves, 100% of the amount
of the Fundings thereafter, provided that, in no event will the Lessors
Invested Amount be less than 11.5% of the aggregate Funded Amounts.

(h) Commitment Fee. Concord shall pay to the Agent, for the ratable
benefit of each Funding Party based upon its Commitment Percentage of the
aggregate Commitments, a commitment fee (the Commitment Fee) for the period
commencing on July 18, 2002 to and including the Lease Termination Date,
payable quarterly in arrears on each Quarterly Payment Date and on the Lease
Termination Date in an amount equal to (i) the Commitment Fee Percentage, times
(ii) an amount equal to the aggregate Commitments, minus the aggregate Funded
Amounts as of such day times (iii) 1/360 times (iv) the number of days from and
including July 18, 2002 (in the case of the first Quarterly Payment Date) or
the immediately preceding Quarterly Payment Date (in the case of each other
Quarterly Payment Date) to, but excluding, such Quarterly Payment Date or the
Lease Termination Date, as applicable. During the Construction Period, the
Commitment Fee will be funded by Advances (subject to the terms and conditions
of this Master Agreement).

(i) Funding Conditions; Frequency of Funding Requests. The Construction
Agent agrees that it shall submit a Funding Request (i) within one Business Day
of each date on which Construction Costs that have been paid by the
Construction Agent, or for which the Construction Agent has recourse liability,
and, in either case, have not been previously paid or reimbursed by the Funding
Parties exceed $2,500,000 and (ii) on the 45th day (or, if such day is not a
Business Day, on the next succeeding Business Day) after delivery of the
preceding Funding Request. The obligation of the Funding Parties to make
Advances hereunder with respect to any Leased Property after the Closing Date
therefor to reimburse the Construction Agent for Construction Costs paid by the
Construction Agent, or to pay for Construction Costs for which the Construction
Agent has recourse liability, are subject only to the conditions precedent that
(i) the Agent has received from the Construction Agent the Funding Request
therefor and (ii) neither the Lessor nor the Construction Agent has
misappropriated any Funding or engaged in any willful misconduct. In the event
that the Agent notifies the Construction Agent that (i) an Event of Default or
Potential Event of Default has occurred and is continuing or (ii) there shall
have occurred any event that would reasonably be expected to have a Material
Adverse Effect since December 31, 2001, the Construction Agent shall not incur
any more

5



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##### 



recourse liability for, or pay from its own funds, Construction Costs, and
the Funding Parties shall have no obligation to make Advances for such
Construction Costs incurred after the receipt by the Construction Agent of such
notice. Nothing set forth in this Section 2.2(i) is intended to, or shall be
deemed to, abrogate the Construction Agents agreement set forth in Section
4.1(c) of the Construction Agency Agreement.

SECTION 2.3 Funded Amounts and Interest and Yield Thereon.

(a) The Lessors Invested Amount for any Leased Property outstanding from
time to time shall be allocated on a pro rata basis (based on the aggregate
Funded Amounts), to the LIBOR Advances and the Base Rate Advances, and shall
accrue yield (Yield) at the Lessor Rate, computed using the actual number of
days elapsed and a 360 day year. If all or a portion of the principal amount
of or Yield on the Lessors Invested Amounts shall not be paid when due
(whether at the stated maturity, by acceleration or otherwise), such overdue
amount shall, without limiting the rights of the Lessor under the Lease, to the
maximum extent permitted by law, accrue Yield at the Overdue Rate, from the
date of nonpayment until paid in full (both before and after judgment).

(b) Each Lenders Funded Amount for any Leased Property outstanding from
time to time shall accrue interest as provided in the Loan Agreement.

(c) During the Construction Term, in lieu of the payment of accrued
interest, on each Payment Date, each Lenders Funded Amount in respect of a
Construction Land Interest shall automatically be increased by the amount of
interest accrued and unpaid on the related Loans pursuant to the Loan Agreement
during the Rent Period ending immediately prior to such Payment Date.
Similarly, in lieu of the payment of accrued Yield, on each Payment Date, the
Lessors Invested Amount in respect of a Construction Land Interest shall
automatically be increased by the amount of Yield accrued on the Lessors
Invested Amount in respect of such Leased Property during the Rent Period
ending immediately prior to such Payment Date. Such increases in Funded
Amounts shall occur without any disbursement of funds by the Funding Parties
and without the requirement that a Funding Request be delivered with respect
thereto.

(d) Three Business Days prior to the last day of each Rent Period, Concord
shall deliver (which delivery may be by facsimile) to the Lessor and the Agent
a notice substantially in the form of Exhibit I (each, a Payment Date
Notice), appropriately completed, specifying the allocation of the Funded
Amounts related to such Rent Period to LIBOR Advances and Base Rate Advances
and the Rent Periods therefor, provided that no such allocation to LIBOR
Advances shall be in an amount less than $500,000. Each such Payment Date
Notice shall be irrevocable. If no such notice is given, the Funded Amounts
shall be allocated to a LIBOR Advance with a Rent Period of three (3) months.

SECTION 2.4 Lessee Owner for Tax Purposes. With respect to each Leased
Property, it is the intent of the Lessees and the Funding Parties that for
federal, state and local tax purposes

6



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and bankruptcy law purposes the Lease shall be treated as the repayment
and security provisions of a loan by the Lessor to the Lessees, and that the
related Lessee shall be treated as the legal and beneficial owner entitled to
any and all benefits of ownership of such Leased Property and all payments of
Basic Rent during the Lease Term shall be treated as payments of interest and
principal. Nevertheless, each of Concord and each other Lessee acknowledges
and agrees that neither the Agent, nor any Funding Party, nor any other Person
has made any representations or warranties concerning the tax, financial,
accounting or legal characteristics or treatment of the Operative Documents and
that each of Concord and each other Lessee has obtained and relied solely upon
the advice of its own tax, accounting and legal advisors concerning the
Operative Documents and the accounting, tax, financial and legal consequences
of the transactions contemplated therein.

SECTION 2.5 Amounts Due Under Lease. With respect to each Leased
Property, anything else herein or elsewhere to the contrary notwithstanding, it
is the intention of the Lessees and the Funding Parties that: (i) subject to
clauses (ii) and (iii) below, the amount and timing of Basic Rent due and
payable from time to time from the related Lessee under the Lease shall be
equal to the aggregate payments due and payable with respect to interest on the
Loans in respect of such Leased Property and Yield on the Lessors Invested
Amounts in respect of such Leased Property on each Payment Date; (ii) if a
Lessee elects the Purchase Option with respect to any Leased Property or
becomes obligated to purchase any Leased Property under the Lease, the Funded
Amounts in respect of such Leased Property, all interest and Yield thereon and
all other obligations of the Lessees owing to the Funding Parties with respect
to such Leased Property shall be paid in full by the related Lessee, (iii) if a
Lessee properly elects the Remarketing Option with respect to any Leased
Property, (A) such Lessee will only be required to pay the Recourse Deficiency
Amount with respect to such Leased Property and the other amounts required to
be paid pursuant to Section 14.6 of the Lease with respect to such Leased
Property, which amounts shall be used to pay the principal of the A Loans with
respect to such Leased Property, and (B) such Lessee shall only be required to
pay to the Lenders the principal amount of the B Loans with respect to such
Leased Property and to the Lessor the Lessors Invested Amounts with respect to
such Leased Property, to the extent of the proceeds of the sale of the related
Leased Property in accordance with Section 14.6 of the Lease; and (iv) upon an
Event of Default resulting in an acceleration of the Lessees obligation to
purchase the Leased Properties under the Lease, the amounts then due and
payable by the Lessees under the Lease shall include all amounts necessary to
pay in full the Loans, and accrued interest thereon, the Lessors Invested
Amounts and accrued Yield thereon and all other obligations of the Lessees
owing to the Agent and the Funding Parties pursuant to the Operative Documents.

SECTION 2.6 Posting of Cash Collateral. On the fifth anniversary of the
date hereof, Concord hereby agrees that it shall deliver, as security for the
Obligations, cash in an amount equal to the aggregate Funded Amounts
outstanding on such fifth anniversary to an independent bank or other financial
institution reasonably satisfactory to Concord and the Agent (the Cash
Collateral Trustee) to be held in a segregated account (the Cash Collateral
Account) for the sole benefit of the Funding Parties pursuant to a controlled
account agreement in a form

7



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reasonably acceptable to Concord, the Cash Collateral Trustee and the
Agent. Funds in the Cash Collateral Account shall be invested in Permitted
Investments from time to time at the direction of Concord, provided that the
Cash Collateral Trustee shall have a first priority, perfected interest in each
such Permitted Investment. Concord hereby grants a continuing security
interest in the Cash Collateral Account, and in the funds therein, to the Agent
to secure all of the Obligations. Funds in the Cash Collateral Account shall
be paid to the Agent, for application in accordance with the applicable
provisions of the Loan Agreement upon the declaration of an Event of Default or
the Acceleration of the obligations of the Lessees under the Lease. Concord
hereby agrees to execute and deliver such documents, agreements, financing
statements and certificates that the Agent or the Cash Collateral Trustee may
reasonably request in order to effect, evidence or perfect the interests of the
Agent and the Cash Collateral Trustee in the Cash Collateral Account and the
funds therein, together with an opinion of counsel in form and substance
reasonably satisfactory to the Agent as to the enforceability of the controlled
account agreement relating to the Cash Collateral Account and the perfection
and priority of the Cash Collateral Trustees Lien thereon and on the funds on
deposit therein. If Concord has complied with the provisions of this Section
2.6, and Concord requests the Agent and the Lessor in writing to release the
Mortgages and the Assignments of Lease and Rents on the Leased Properties, the
Agent and the Lessor shall execute and deliver such releases, termination
statements and other documents as Concord reasonably requests to evidence such
release, all at Concords cost and expense. Upon the termination of the Lease
and the payment in full of all of the Obligations, all funds remaining in the
Cash Collateral Account shall be delivered to Concord.

ARTICLE III
CONDITIONS PRECEDENT; DOCUMENTS

SECTION 3.1 Conditions to the Obligations of the Funding Parties on each
Closing Date. The obligations of the Lessor and each Lender to carry out their
respective obligations under Section 2 of this Master Agreement to be performed
on the Closing Date with respect to any Land and any Building thereon shall be
subject to the fulfillment to the satisfaction of, or waiver by, each such
party hereto (acting directly or through its counsel) on or prior to such
Closing Date of the following conditions precedent, provided that the
obligations of any Funding Party shall not be subject to any conditions
contained in this Section 3.1 which are required to be performed by such
Funding Party:



| |                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------
| | (a) Documents. The following documents shall have been executed and
delivered by the respective parties thereto:



| |                                                                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) Deed and Purchase Agreement. The related original Deed
duly executed by the applicable Seller and in recordable form, and
copies of the related Purchase Agreement, assigned to the Lessor,
shall each have been delivered to the Agent by the related Lessee,
or the related Ground Lease, duly assigned to the Lessor, shall
have been delivered to the Agent, as applicable (it being
understood,

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | that each Purchase Agreement and each Ground Lease shall be
reasonably satisfactory in form and substance to the Lessor and the
Agent).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (ii) Lease Supplement. The original of the related Lease
Supplement, duly executed by the related Lessee and the Lessor and
in recordable form, shall have been delivered to the Agent by such
Lessee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (iii) Mortgage and Assignment of Lease and Rents.
Counterparts of the Mortgage (substantially in the form of Exhibit
D attached hereto), duly executed by the Lessor and in recordable
form, shall have been delivered to the Agent (which Mortgage shall
secure all the Lease Balance unless such mortgage is subject to a
tax based on the amount of indebtedness secured thereby, in which
case the amount secured will be limited to debt in an amount equal
to such amount as is negotiated in good faith by the Agent and
Concord); and the Assignment of Lease and Rents (substantially in
the form of Exhibit B attached hereto) in recordable form, duly
executed by the Lessor, shall have been delivered to the Agent by
the Lessor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | (iv) Security Agreement and Assignment. If Buildings are to
be constructed on the Land, counterparts of a supplement to the
Construction Agency Agreement duly executed by the Construction
Agent and counterparts of the Security Agreement and Assignment
(substantially in the form of Exhibit C attached hereto), duly
executed by the Construction Agent, with an acknowledgment and
consent thereto satisfactory to the Lessor and the Agent duly
executed by the related General Contractor and the related
Architect or Engineer, as applicable, and complete copies of the
related Construction Contract and the related Architects Agreement
or Engineers Agreement certified by the Construction Agent, shall
have been delivered to the Lessor and the Agent (it being
understood and agreed that if no related Construction Contract or
Architects Agreement or Engineers Agreement exists on such
Closing Date, such delivery shall not be a condition precedent to
the Funding on such Closing Date, and in lieu thereof the
Construction Agent shall deliver complete copies of such Security
Agreement and Assignment and consents concurrently with or promptly
after the Construction Agents entering into such contracts).
|
| | (v) Survey. The related Lessee shall have delivered, or shall
have caused to be delivered, to the Lessor and the Agent, at such
Lessees expense, an accurate survey certified to the Lessor and
the Agent in a form reasonably satisfactory to the Lessor and the
Agent and prepared within ninety (90) days of such Closing Date (or
such other longer time period agreed to by the Lessor and the
Agent) by a Person reasonably satisfactory to the Lessor and the
Agent. Such survey shall (1) be acceptable to the Title Insurance
Company for the purpose of providing extended coverage to the
Lessor and a lenders comprehensive endorsement to the Agent, (2)
show no material encroachments on the related                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

9



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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Land by structures owned by others, and no material
encroachments from any part of such Leased Property onto any land
owned by others, and (3) disclose no state of facts reasonably
objectionable to the Lessor, the Agent or the Title Insurance
Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | (vi) Title and Title Insurance. On such Closing Date, the
Lessor shall receive from a title insurance company acceptable to
the Lessor and the Agent an ALTA Owners Policy of Title Insurance
issued by such title insurance company and the Agent shall receive
from such title insurance company an ALTA Mortgagees Policy of
Title Insurance issued by such title insurance company, in each
case, in the amount of the projected cost of acquisition and
construction of such Leased Property, reasonably acceptable in form
and substance to the Lessor and the Agent, respectively
(collectively, the Title Policy). The Title Policy shall be
dated as of such Closing Date, and, to the extent permitted under
Applicable Law, shall include such affirmative endorsements as the
Lessor or the Agent shall reasonably request.               
|
| | (vii) Appraisal. The Agent shall have received a report of
the Appraiser (an Appraisal), paid for by the related Lessee,
which shall meet the requirements of the Financial Institutions
Reform, Recovery and Enforcement Act of 1989, shall be satisfactory
to each Funding Party and shall state in a manner satisfactory to
each Funding Party the estimated as vacant value of such Land and
existing Buildings or any Building to be constructed thereon. Such
Appraisal must show that the as vacant value of such Leased
Property (if a Building is to be constructed on the Land,
determined as if the Building had already been completed in
accordance with the related Plans and Specifications) is at least
45% of the total cost of such Leased Property.                                                                              
|
| | (viii) Environmental Audit and related Reliance Letter. The
Agent shall have received an Environmental Audit for such Leased
Property, which shall be conducted in accordance with ASTM
standards and shall not include a recommendation for further
investigation and shall be otherwise satisfactory to the Lessor and
the Agent; and the firm that prepared the Environmental Audit for
such Leased Property shall have delivered to the Agent a letter
stating that the Lessor, the Agent and the Lenders may rely upon
such firms Environmental Audit of such Land, it being understood
that the Lessors and the Agents acceptance of any such
Environmental Audit shall not release or impair Concords or any
Lessees obligations under the Operative Documents with respect to
any environmental liabilities relating to such Leased Property.
|
| | (ix) Evidence of Insurance. The Agent shall have received
from the related Lessee certificates of insurance evidencing
compliance with the provisions of Article VIII of the Lease or, if
such Leased Property is a Construction Land                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

10



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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Interest, the provisions of Section 2.9 of the Construction
Agency Agreement (including the naming of the Lessor, the Agent and
the Lenders as additional insured or loss payee as set forth in
Article VII of the Lease or Section 2.9 of the Construction Agency
Agreement, as applicable), in form and substance reasonably
satisfactory to the Lessor and the Agent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | (x) UCC Financing Statement; Recording Fees; Transfer Taxes.
The Agent shall have received satisfactory evidence of (i) the
execution (if required by applicable law) and delivery by the
related Lessee and the Lessor to Agent of a UCC-1 and, if required
by applicable law, UCC-2 financing statement to be filed with the
Secretary of State of the applicable State (or other appropriate
filing office) and the county where the related Land is located,
respectively, and such other Uniform Commercial Code financing
statements as any Funding Party deems necessary or desirable in
order to perfect such Funding Partys or the Agents interests and
(ii) the payment of all recording and filing fees and taxes with
respect to any recordings or filings made of the related Deed, the
Lease, the related Lease Supplement, the related Mortgage and the
related Assignment of Lease and Rents.
|
| | (xi) Opinions. An opinion of local counsel for the related
Lessee qualified in the jurisdiction in which such Leased Property
is located, substantially in the form set forth in Exhibit G
attached hereto, and containing such other matters as the parties
to whom they are addressed shall reasonably request, shall have
been delivered and addressed to Agent. To the extent requested by
the Agent, opinions supplemental to those delivered under Section
3.2(vi) and reasonably satisfactory to the Agent shall have been
delivered to the Agent and addressed to each of the Lessor, the
Agent and the Lenders.                                                                                                                                                                                                                                                                                       
|
| | (xii) Good Standing Certificates. The Agent shall have
received good standing certificates for the Lessor and the related
Lessee from the appropriate offices of the state where the related
Land is located.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (xiii) IDB Property. If such Leased Property is an IDB
Property or will otherwise be subject to industrial development or
revenue bonds, the IDB Documentation shall have been executed or
will, when applicable, be executed by the parties thereto, and
shall be in form and substance reasonably acceptable to the Agent,
the Lessor and the Lenders; provided that the consent of the Agent,
the Lessor and the Lenders shall not be unreasonably withheld,
conditioned or delayed.                                                                                                                                                                                                                                                                                                                                                                                                                        



| |                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) Litigation. No action or proceeding shall have been instituted
or, to the knowledge of any Funding Party, threatened nor shall any
governmental action, suit, proceeding or investigation be instituted or
threatened before any Governmental

11



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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Authority, nor shall any order, judgment or decree have been issued
or proposed to be issued by any Governmental Authority, to set aside,
restrain, enjoin or prevent the performance of this Master Agreement or
any transaction contemplated hereby or by any other Operative Document or
which would reasonably be expected to result in a Material Adverse
Effect.                                                                                                                                    
|
| | (c) Legality. In the opinion of such Funding Party or its counsel,
the transactions contemplated by the Operative Documents shall not
violate any Applicable Law, and no change shall have occurred or been
proposed in Applicable Law that would make it illegal for such Funding
Party to participate in any of the transactions contemplated by the
Operative Documents.                                                                                                                               
|
| | (d) No Events. (i) No Event of Default, Potential Event of Default,
Event of Loss or Event of Taking relating to such Leased Property shall
have occurred and be continuing, (ii) no action shall be pending or
threatened by a Governmental Authority to initiate a Condemnation or an
Event of Taking, and (iii) there shall not have occurred any event that
would reasonably be expected to have a Material Adverse Effect since
December 31, 2001.                                                   
|
| | (e) Representations. Each representation and warranty of the
parties hereto or to any other Operative Document contained herein or in
any other Operative Document shall be true and correct in all material
respects as though made on and as of such Closing 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 in all material respects on and as of such earlier date.
|
| | (f) Cutoff Date. No Closing Date shall occur after the Funding
Termination Date.                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (g) Approval. The Agent shall not have rejected such Leased
Property for inclusion in the Lease by written notice to Concord.                                                                                                                                                                                                                                                                                                                                                                             

SECTION 3.2 Additional Conditions for the Initial Closing Date. The
obligations of the Lessor and each Lender to carry out their respective
obligations under Section 2 of this Master Agreement to be performed on the
Initial Closing Date shall be subject to the satisfaction of, or waiver by,
each such party hereto (acting directly or through its counsel) on or prior to
the Initial Closing Date of the following conditions precedent in addition to
those set forth in Section 3.1, provided that the obligations of any Funding
Party shall not be subject to any conditions contained in this Section 3.2
which are required to be performed by such Funding Party:



| |                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) Loan Agreement; Guaranty Agreement; Etc. Counterparts of the
Loan Agreement, duly executed by the Lessor, the Agent and each Lender
shall have been

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | delivered to the Agent. An A Note and a B Note, duly executed by
the Lessor, and the Subsidiary Guaranty, duly executed by the Subsidiary
Guarantors, shall have been delivered to the Agent. The Guaranty
Agreement, duly executed by Concord, shall have been delivered to the
Agent. The Agents Fee Letter and the Disbursement Agreement, duly
executed by Concord, shall have been delivered to the Agent, and the
Lessor Yield Letter, duly executed by Concord, shall have been delivered
to the Lessor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (ii) Master Agreement. Counterparts of this Master Agreement, duly
executed by the parties hereto, shall have been delivered to the Agent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | (iii) Construction Agency Agreement. Counterparts of the
Construction Agency Agreement, duly executed by the parties thereto shall
have been delivered to the Agent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (iv) Lease. Counterparts of the Lease, duly executed by the Lessees
party to this Master Agreement on the Initial Closing Date and the
Lessor, shall have been delivered to the Agent and the original, chattel
paper copy of the Lease shall have been delivered to the Agent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (v) Lessees Resolutions and Incumbency Certificate, etc. The Agent
shall have received (x) a certificate of the Secretary or an Assistant
Secretary of each of Guarantor, each Lessee party hereto on the Initial
Closing Date and each other Obligor, attaching and certifying as to (i)
the Board of Directors (or appropriate committees) resolution duly
authorizing the execution, delivery and performance by it of each
Operative Document to which it is or will be a party, (ii) the incumbency
and signatures of persons authorized to execute and deliver such
documents on its behalf, (iii) its articles or certificate of
incorporation, certified as of a recent date by the Secretary of State of
the state of its incorporation and (iv) its by-laws, and (y) good
standing certificates for each of Guarantor, each Lessee party hereto on
the Initial Closing Date and each other Obligor from the appropriate
offices of the States of Guarantors, such Lessees or such Obligors
incorporation and principal place of business.
|
| | (vi) Opinions of Counsel. The opinions of Dechert and Wyatt,
Tarrant and Combs, LLP, each dated the Initial Closing Date, containing
such matters as the parties to whom it is addressed shall reasonably
request, shall have been delivered to the Agent and addressed to each of
the Lessor, the Agent and the Lenders. The opinion of Brown McCarroll,
LLP, dated the Initial Closing Date, and containing such matters as the
parties to whom it is addressed shall reasonably request, shall have been
delivered to each of the Agent and Concord.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (vii) Good Standing Certificate. The Agent and Concord shall have
received a good standing certificate for the Lessor from the appropriate
office of the State of Texas.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (viii) Lessors Consents and Incumbency Certificate, etc. The Agent
and Concord shall have received a certificate of the Secretary or an
Assistant Secretary of the General Partner of the Lessor attaching and
certifying as to (i) the consents of the partners of the Lessor duly
authorizing the execution, delivery and performance by it of each
Operative Document to which it is or will be a party, (ii) the incumbency
and signatures of persons authorized to execute and deliver such
documents on its behalf, and (iii) the Partnership Agreement.

Notwithstanding the foregoing, the parties hereto hereby agree that the
receipt of the documents described in Section 3.2(v) above, and the opinions
described in the first sentence of Section 3.1(vi) above, in each case with
respect to the Significant Subsidiaries shall not be a condition precedent to
the Initial Closing Date, provided that Concord agrees to deliver, or cause to
be delivered, such documents and opinions as promptly as practicable after the
Initial Closing Date, but in any event within 30 days after the Initial Closing
Date.

SECTION 3.3 Conditions to the Obligations of Lessee. The obligations of
any Lessee to lease a Leased Property from the Lessor are subject to the
fulfillment on the related Closing Date to the satisfaction of, or waiver by,
such Lessee, of the following conditions precedent:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) General Conditions. The conditions set forth in Sections 3.1
and 3.2 that require fulfillment by the Lessor or the Lenders shall have
been satisfied, including the delivery of good standing certificates by
the Lessor pursuant to Sections 3.1(a)(xii) and 3.2(vii) and the delivery
of an opinion of counsel for the Lessor pursuant to Section 3.2(vi) and
the execution and delivery of the Operative Documents to be executed by
the Lessor or the Lenders in connection with such Leased Property.
|
| | (b) Legality. In the opinion of such Lessee or its counsel, the
transactions contemplated by the Operative Documents shall not violate
any Applicable Law, and no change shall have occurred or been proposed in
Applicable Law that would make it illegal for such Lessee to participate
in any of the transactions contemplated by the Operative Documents.                                                                                                                                                 
|
| | (c) Purchase Agreement; Ground Lease. The Purchase Agreement and,
if applicable, the Ground Lease and all documents to be delivered under
the Purchase Agreement or Ground Lease, including title insurance, survey
and environmental audit, shall be reasonably satisfactory to such Lessee.                                                                                                                                                                                                                 

SECTION 3.4 Conditions to the Obligations of the Funding Parties on each
Funding Date. The obligations of the Lessor and each Lender to carry out their
respective obligations under Section 2 of this Master Agreement to be performed
on each Funding Date shall be subject to the fulfillment to the satisfaction
of, or waiver by, each such party hereto (acting directly or through their
respective counsel) on or prior to each such Funding Date of the following

14



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conditions precedent, provided that the obligations of any Funding Party
shall not be subject to any conditions contained in this Section 3.4 which are
required to be performed by such Funding Party:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Funding Request. The Lessor and the Agent shall have received
from the Construction Agent or a Lessee the Funding Request therefor
pursuant to Section 2.2(d).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (b) Condition Fulfilled. As of such Funding Date, the condition set
forth in Section 3.1(d) shall have been satisfied.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | (c) Representations. As of such Funding Date, both before and after
giving effect to the Funding requested by the Construction Agent or a
Lessee on such date, the representations and warranties that the
Construction Agent or such Lessee is deemed to make pursuant to Section
2.2(e) shall be true and correct on and as of such Funding Date as though
made 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
in all material respects on and as of such earlier date.                                                                                                      
|
| | (d) No Bonded Stop Notice or Filed Mechanics Lien. As of such
Funding Date, and as to any Funded Amount requested for any Leased
Property on such Funding Date, (i) none of the Lessor, the Agent or any
Lender has received (with respect to such Leased Property) a bonded
notice to withhold Loan funds that has not been discharged by the related
Lessee or the Construction Agent, and (ii) no mechanics liens or
materialmans liens have been filed against such Leased Property in an
amount in excess of 15% of the Construction Budget for such Leased
Property that have not been discharged by the related Lessee, bonded over
in a manner reasonably satisfactory to the Agent or insured over by the
Title Insurance Company.
|
| | (e) Lease Supplement. If the Funding relates to a Building that will
be leased under a Lease Supplement separate from the Lease Supplement for
the related Land, the original of such separate Lease Supplement, duly
executed by the related Lessee and the Lessor and in recordable form,
shall have been delivered to the Agent.                                                                                                                                                                                                                                                                                                                                                                                                          

SECTION 3.5 Completion Date Conditions. The occurrence of the
Completion Date with respect to any Leased Property shall be subject to the
fulfillment to the satisfaction of, or waiver by, the Required Funding Parties
(acting directly or through their respective counsel) of the following
conditions precedent:



| |                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Title Policy Endorsements. The Construction Agent shall have
furnished to the Agent, for the benefit of the Funding Parties, the
following endorsements to the related Title Policy (each of which shall
be subject to no exceptions other than

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | those reasonably acceptable to the Agent): a date-down endorsement
(redating and confirming the coverage provided under the Title Policy and
each endorsement thereto) and a Form 9 endorsement (if available in the
applicable jurisdiction), in each case, effective as of a date not
earlier than the date of completion of the Construction. The
Construction Agent shall also deliver to the Agent copies of a
certificate or certificates of occupancy for such Leased Property or
other legally equivalent permission to occupy such Leased Property.                                                                                                                                          
|
| | (b) Construction Completion. Any related Construction shall have
been completed substantially in accordance with the related Plans and
Specifications (subject to minor punch list requirements), the related
Deed and all Applicable Laws, and such Leased Property shall be ready for
occupancy and operation. All fixtures, equipment and other property
contemplated under the Plans and Specifications to be incorporated into
or installed in such Leased Property shall have been substantially
incorporated or installed, free and clear of all Liens except for
Permitted Liens. The Construction Agent shall have provided to the Agent
a list, in reasonable detail, of the Funded Equipment.
|
| | (c) Construction Agent Certification. The Construction Agent shall
have furnished the Lessor and the Agent with a certification of the
Construction Agent (substantially in the form of Exhibit H) that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) all amounts owing to third parties for the related
Construction have been paid in full (other than contingent
obligations for which the Construction Agent has made adequate
reserves), and no litigation or proceedings are pending, or to the
best of the Construction Agents knowledge, are threatened, against
such Leased Property or the Construction Agent or the related
Lessee which could reasonably be expected to have a Material
Adverse Effect;
|
| | (ii) all material consents, licenses and permits and other
governmental authorizations or approvals required for such
Construction and operation of such Leased Property have been
obtained and are in full force and effect;                                                                                                                                                                                                                                     
|
| | (iii) such Leased Property has available all services of public
facilities and other utilities necessary for use and operation of
such Leased Property for its 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 between the related Building and
public highways for pedestrians and motor vehicles;            
|
| | (iv) all material agreements, easements and other rights,
public or private, which are necessary to permit the lawful use and
operation of such Leased Property as the related Lessee intends to
use such Leased Property under the Lease                                                                                                                                                                                                                         

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | and which are necessary to permit the lawful intended use and
operation of all then intended utilities, driveways, roads and
other means of egress and ingress to and from the same have been
obtained and are in full force and effect and neither the
Construction Agent nor the related Lessee has any knowledge of any
pending modification or cancellation of any of the same; and the
use of such Leased Property does not depend on any variance,
special exception or other municipal approval, permit or consent
that has not been obtained and is in full force and effect for its
continuing legal use; and
|
| | (v) to the best of the Construction Agents knowledge, such
Leased Property is in compliance in all material respects with all
applicable zoning laws and regulations.                                                                                                                                                                                                                                                                                                                                                                                                                                                

SECTION 3.6 Addition of Lessees. After the date hereof, Subsidiaries of
Concord may become Lessees hereunder and under the other Operative Documents
upon satisfaction of the following conditions precedent:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) such Subsidiary and the Guarantor shall have executed and
delivered to the Agent and the Lessor a Joinder Agreement, substantially
in the form of Exhibit E;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (b) such Subsidiary shall have delivered to each of the Agent and the
Lessor (x) a certificate of the Secretary or an Assistant Secretary of
such Subsidiary, attaching and certifying as to (i) the Board of
Directors resolution duly authorizing the execution, delivery and
performance by it of each Operative Document to which it is or will be a
party, (ii) the incumbency and signatures of persons authorized to
execute and deliver such documents on its behalf, (iii) its certificate
of incorporation, certified as of a recent date by the Secretary of State
of its incorporation and (iv) its by-laws, and (y) good standing
certificates from the appropriate offices of the States of such
Subsidiarys incorporation and principal place of business;
|
| | (c) such Subsidiary shall have delivered an opinion of Dechert or
other counsel reasonably acceptable to the Agent and the Funding Parties,
addressed to each of the Lessor, the Agent and the Lenders, substantially
in the form of the opinions delivered pursuant to the first sentence of
Section 3.2(vi); and                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (d) the Agent, the Lessor and the Lenders shall have received such
other documents, certificates and information as any of them shall have
reasonably requested.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

ARTICLE IV
REPRESENTATIONS

SECTION 4.1 Representations of the Obligors. Effective as of the date of
execution hereof, as of each Closing Date and as of each Funding Date, each
Obligor represents and

17



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warrants to each of the other parties hereto as follows (provided that
Concord shall not make the representation set forth in Section 4.1(o)):

(a) Corporate Existence and Power. Each of Concord and its Subsidiaries
(i) is duly organized, validly existing and in good standing under the laws of
the jurisdiction of its incorporation or organization, (ii) has the corporate
or other necessary power and authority, and the legal right, to own and operate
its property, to lease the property it operates as lessee and to conduct the
business in which it is currently engaged, except to the extent that the
failure to have such legal right would not be reasonably expected to have a
Material Adverse Effect, (iii) is duly qualified as a foreign entity and in
good standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such
qualification, other than in such jurisdictions where the failure to be so
qualified and in good standing would not be reasonably expected to have a
Material Adverse Effect, and (iv) is in compliance with all Requirements of
Law, except to the extent that the failure to comply therewith would not, in
the aggregate, be reasonably expected to have a Material Adverse Effect.

(b) Corporate and Governmental Authorization; No Contravention. The
execution, delivery and performance by each Obligor of this Master Agreement
and the other Operative Documents to which such Obligor is party (i) are within
the corporate or other applicable powers of such Obligor, (ii) have been duly
authorized by all necessary corporate or other applicable action, (iii) require
no action by or in respect of, or filing with, any governmental body, agency or
official and (iv) do not contravene, or constitute a default under, any
provision of Requirement of Law or Contractual Obligation of such Obligor that
would reasonably be expected to have a Material Adverse Effect or (v) result in
the creation or imposition of any Lien on any of the properties or revenues of
such Obligor or any of its Subsidiaries (other than any Lien created by the
Operative Documents).

(c) Binding Effect. This Master Agreement and the other Operative
Documents to which any Obligor is party constitute valid and binding agreements
of such Obligor and will constitute valid and binding obligations of such
Obligor, in each case enforceable in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting the enforcement of
creditors rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

(d) Material Adverse Effect. Since December 31, 2001, there has not
occurred any event that would reasonably be expected to have a Material Adverse
Effect.

(e) Litigation.



| |                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) There is no action, suit or proceeding pending against, or to
the knowledge of such Obligor threatened against or affecting, any
Obligor or any of its Subsidiaries before any court or arbitrator or any
governmental body, agency or official

18



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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A) could reasonably be expected to have any Material Adverse Effect
or (B) which in any manner draws into question the validity or
enforceability of this Master Agreement or any other Operative Document.                                                                                                                                                                                                                                                                                                                                                     
|
| | (ii) Without limiting the generality of clause (i) of this paragraph
(e), (A) there is not any Covered Administrative Action which is
currently in effect and (B) there is no examination, investigation or
proceeding by any Banking Agency pending against, or to the knowledge of
such Obligor threatened against or affecting, such Obligor or any of its
Subsidiaries in which there is a reasonable likelihood of any Covered
Administrative Action that, in the case of either (A) or (B), could
reasonably be expected to have a Material Adverse Effect.

(f) Compliance with ERISA. Each member of the ERISA Group has fulfilled
its obligations under the minimum funding standards of ERISA and the Code with
respect to each Plan and is in compliance in all material respects with the
presently applicable provisions of ERISA and the Code with respect to each
Plan. No member of the ERISA Group has (i) sought a waiver of the minimum
funding standard under Section 412 of the Code in respect of any Plan, (ii)
failed to make any contribution or payment to any Plan or Multiemployer Plan or
in respect of any Benefit Arrangement, or made any amendment to any Plan or
Benefit Arrangement, which has resulted or could result in the imposition of a
Lien or the posting of a bond or other security under ERISA or the Code or
(iii) incurred any liability under Title IV of ERISA other than a liability to
the PBGC for premiums under Section 4007 of ERISA.

(g) Taxes. Each Obligor and its Subsidiaries have filed all United States
Federal income tax returns (or timely extension requests therefor) and all
other material tax returns (or timely extension requests therefor) which are
required to be filed by them and have paid, to the extent that the failure to
pay could reasonably be expected to have a Material Adverse Effect, (i) all
taxes shown to be due and payable on said returns or (ii) all taxes shown to be
due and payable on any assessments of which it has received notice made against
it or any of its property and all other taxes, fees or other charges imposed on
it or any of its property by any Governmental Authority, and no tax Lien has
been filed, and, to the best knowledge of such Obligor no claim is being
asserted, with respect to any such tax, fee or other charge, except to the
extent that such liens or claims would not be reasonably expected to have a
Material Adverse Effect. The charges, accruals and reserves in accordance
with GAAP on the books of such Obligor and its Subsidiaries in respect of taxes
or other governmental charges are, in the reasonable opinion of such Obligor,
adequate.

(h) Subsidiaries. Each of Concords Subsidiaries is an entity duly
incorporated or organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation, and has all corporate or other necessary
powers and all material governmental licenses, authorizations, consents and
approvals required to carry on its business as now conducted.

19



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(i) Not an Investment Company. No Obligor is an investment company
within the meaning of the Investment Company Act of 1940, as amended.

(j) Full Disclosure. All information heretofore furnished by any Obligor
to the Agent or any Funding Party for purposes of or in connection with this
Master Agreement or any transaction contemplated hereby, taken as a whole, does
not contain, and all such information hereafter furnished by any Obligor to the
Agent or any Funding Party will not contain, any untrue statement of material
fact and does not omit and will not omit to state any material fact necessary
to make the statements therein in light of the circumstances in which they were
made, not misleading.

(k) Use of Proceeds. The proceeds of the Funded Amounts made under this
Master Agreement will be used by the Construction Agent or a Lessee for the
purposes described in Section 2.2. None of such proceeds will be used,
directly or indirectly, for the purpose, whether immediate, incidental or
ultimate, of buying or carrying any margin stock within the meaning of
Regulation U.

(l) Absence of Defaults. No event has occurred and is continuing which
constitutes a Potential Event of Default or an Event of Default. No event has
occurred and is continuing which constitutes, or which with the passage of time
or giving of notice or both would constitute, a default or event of default by
any Obligor or any Subsidiary under any Material Contract or judgment, decree
or order to which such Obligor or one or more of its Subsidiaries is a party or
by which such Obligor or one or more of its Subsidiaries or any of their
respective properties may be bound or which would require such Obligor or one
or more of its Subsidiaries to make any payment thereunder prior to the
scheduled maturity date therefor, except in cases in which any such default or
event of default would not, in any instance or in the aggregate, be reasonably
expected to have a Material Adverse Effect.

(m) Financial Condition. The audited consolidated balance sheet of Concord
and its consolidated Subsidiaries as of December 31, 2001 and the audited
consolidated statements of earnings and statements of cash flows for the year
ended December 31, 2001 have heretofore been furnished to the Agent. Such
financial statements (including the notes thereto) (i) have been audited by
Ernst & Young LLP, (ii) have been prepared in accordance with GAAP consistently
applied throughout the periods covered thereby and (iii) present fairly (on the
basis disclosed in the footnotes to such financial statements) the consolidated
financial condition, results of operations and cash flows of Concord and its
consolidated Subsidiaries as of such date and for such periods. Since December
31, 2001, there has been no material adverse change in the business, financial
position, results of operations or prospects of Concord and its consolidated
Subsidiaries, taken as a whole.

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(n) Rights in Respect of the Leased Property. No Lessee is a party to any
contract or agreement to sell any interest in any Leased Property or any part
thereof, other than as contemplated by the Operative Documents or as disclosed
in the Title Policy.

(o) Environmental Matters  General. Except to the extent otherwise
disclosed in Schedule 4.1(o),



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) To the best of each Obligors knowledge, the properties of such
Obligor and its Subsidiaries do not contain, and have not previously
contained, any Hazardous Materials in amounts or concentrations which (A)
constitute or constituted a violation of applicable Environmental Laws or
(B) could give rise to liability under applicable Environmental Laws,
except in cases in which any such violation or liability is not
reasonably likely to result, in any given instance or in the aggregate,
in liability of such Obligor or any Subsidiary in excess of $10,000,000;                                                                   
|
| | (ii) To the best of each Obligors knowledge, such properties and
all operations conducted in connection therewith are in compliance, and
have been in compliance, with all applicable Environmental Laws, except
in cases in which any failure to be in compliance is not reasonably
likely to result, in any given instance or in the aggregate, in liability
of such Obligor or any Subsidiary in excess of $10,000,000, and there is
no contamination at, under or about such properties or such operations
which could materially interfere with the continued operation of such
properties or materially impair the fair saleable value thereof;
|
| | (iii) Neither any Obligor nor any Subsidiary has received any notice
of violation, alleged violation, non-compliance, liability or potential
liability regarding environmental matters or compliance with
Environmental Laws with regard to any of its properties or the operations
conducted in connection therewith, nor does any Obligor or any Subsidiary
have knowledge or reason to believe that any such notice will be received
or is being threatened, except in cases in which the liability of such
Obligor or any Subsidiary, in any given instance or in the aggregate, is
not reasonably likely to exceed $10,000,000;                  
|
| | (iv) No Hazardous Materials have been transported or disposed of
from the properties of any Obligor or its Subsidiaries in violation of,
or in a manner or to a location which could give rise to liability under,
Environmental Laws, nor have any Hazardous Materials been generated,
treated, stored or disposed of at, on or under any of such properties in
violation of, or in a manner that could give rise to liability under, any
applicable Environmental Laws, except in cases in which the liability of
such Obligor or any Subsidiary, in any given instance or in the
aggregate, is not reasonably likely to exceed $10,000,000;        

21



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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (v) No judicial proceedings or governmental or administrative action
is pending, or, to the knowledge of any Obligor, threatened, under any
Environmental Law to which such Obligor or any Subsidiary is or will be
named as a party with respect to such properties or operations conducted
in connection therewith, nor are there any consent decrees or other
decrees, consent orders, administrative orders or other orders, or other
administrative or judicial requirements outstanding under any
Environmental Law with respect to such properties or such operations,
except in cases in which the liability of such Obligor or any Subsidiary,
in any given instance or in the aggregate, is not reasonably likely to
exceed $10,000,000; and
|
| | (vi) There has been no release, or to the best of any Obligors
knowledge, the threat of release, of Hazardous Materials at or from such
properties, in violation of or in amounts or in a manner that could give
rise to liability under Environmental Laws, except in cases in which the
liability of such Obligor or any Subsidiary, in any given instance or in
the aggregate, is not reasonably likely to exceed $10,000,000.                                                                                                                                                                                                                                                                                                                    

(p) Hazardous Materials  Leased Properties.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) To the best knowledge of the related Lessee, except as
described in the related Environmental Audit, on the Closing Date
for each Leased Property, there are no Hazardous Materials present
at, upon, under or within such Leased Property or released or
transported to or from such Leased Property (except in compliance
in all material respects with all Applicable Law).                                                        
|
| | (ii) On the related Closing Date, no Governmental Actions have
been taken or are in process or have been threatened, which could
reasonably be expected to subject such Leased Property, any Lender
or the Lessor to any Claims or Liens with respect to such Leased
Property under any Environmental Law or would otherwise have a
Material Adverse Effect.                                                                              
|
| | (iii) The related Lessee has, or will obtain on or before the
date required by Applicable Law, all Environmental Permits
necessary to operate each Leased Property, if any, in accordance
with Environmental Laws and is complying with and has at all times
complied with all such Environmental Permits, except to the extent
the failure to obtain such Environmental Permits or to so comply
would not have a Material Adverse Effect.
|
| | (iv) Except as set forth in the related Environmental Audit or
in any notice subsequently furnished by the related Lessee to the
Agent and approved by the Agent in writing prior to the respective
times that the representations and warranties contained herein are
made or deemed made hereunder, no notice,                                                                                                                          

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | notification, demand, request for information, citations,
summons, complaint or order has been issued or filed to or with
respect to the related Lessee, no penalty has been assessed on the
related Lessee and no investigation or review is pending or, to its
best knowledge, threatened by any Governmental Authority or other
Person in each case relating to any Leased Property with respect to
any alleged material violation or liability of the related Lessee
under any Environmental Law. To the best knowledge of the related
Lessee, no material notice, notification, demand, request for
information, citations, summons, complaint or order has been issued
or filed to or with respect to any other Person, no material
penalty has been assessed on any other Person and no investigation
or review is pending or threatened by any Governmental Authority or
other Person relating to any Leased Property with respect to any
alleged material violation or liability under any Environmental Law
by any other Person.                                                                                                       
|
| | (v) Each Leased Property and each portion thereof are
presently in compliance in all material respects with all
Environmental Laws, and there are no present or, to the related
Lessees best knowledge, past facts, circumstances, activities,
events, conditions or occurrences regarding such Leased Property
(including without limitation the release or presence of Hazardous
Materials) that would reasonably be anticipated to (A) form the
basis of a material Claim against such Leased Property, any Funding
Party or the related Lessee, (B) cause such Leased Property to be
subject to any restrictions on ownership, occupancy, use or
transferability under any Environmental Law, (C) require the filing
or recording of any notice or restriction relating to the presence
of Hazardous Materials in the real estate records in the county or
other appropriate municipality in which such Leased Property is
located, other than notices filed in the ordinary cause of
business, or (D) prevent or interfere with the continued operation
and maintenance of such Leased Property as contemplated by the
Operative Documents.

For purposes of this Section 4.1(p), the term material with respect to any
event or circumstance means that such event or circumstance would reasonably be
anticipated to result in criminal or material liability on the part of any
Funding Party, or to otherwise have a Material Adverse Effect.

(q) Leased Property. The present condition of each Leased Property
conforms in all material respects with all conditions or requirements of all
existing permits and approvals issued with respect to such Leased Property, and
the related Lessees future intended use of such Leased Property under the
Lease does not, in any material respect, violate any Applicable Law. No
material notices, complaints or orders of violation or non-compliance have been
issued or threatened or contemplated by any Governmental Authority with respect
to any Leased Property or any present or intended future use thereof. All
material agreements, easements and other rights, public or private, which are
necessary to permit the lawful use and operation of each Leased Property as the
related Lessee intends to use such Leased Property

23



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under the Lease and which are necessary to permit the lawful intended use
and operation of all presently intended utilities, driveways, roads and other
means of egress and ingress to and from the same have been, or to the related
Lessees best knowledge will be, obtained and are or will be in full force and
effect, and the related Lessee has no knowledge of any pending material
modification or cancellation of any of the same.

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

SECTION 4.2 Survival of Representations and Effect of Fundings.

(a) Survival of Representations and Warranties. All representations and
warranties made in Section 4.1 shall survive delivery of the Operative
Documents and every Funding, and shall remain in effect until all of the
Obligations are fully and irrevocably paid.

(b) Each Funding a Representation. Each Funding accepted by a Lessee or
the Construction Agent shall be deemed to constitute a representation and
warranty by each Obligor to the effect of Section 4.1.

SECTION 4.3 Representations of the Lessor. Effective as of the date of
execution hereof, as of each Closing Date and as of each Funding Date, in each
case, with respect to each of the Leased Properties, the Lessor represents and
warrants to the Agent, the Lenders, Concord and the other Lessees as follows:

(a) Securities Act. The interest being acquired or to be acquired by the
Lessor in such Leased Property is being acquired for its own account, without
any view to the distribution thereof or any interest therein, provided that the
Lessor shall be entitled to assign, convey or transfer its interest in
accordance with Section 6.1.

(b) Due Organization, etc. The Lessor is a limited partnership duly
organized and validly existing in good standing under the laws of Texas and is
duly qualified and in good standing in each state in which a Leased Property is
located and has full power, authority and legal right to execute, deliver and
perform its obligations under the Lease, this Master Agreement and each other
Operative Document to which it is or will be a party.

(c) Due Authorization; Enforceability, etc. This Master Agreement and each
other Operative Document to which the Lessor is or will be a party have been or
will be duly authorized, executed and delivered by or on behalf of the Lessor
and are, or upon execution and delivery will be, legal, valid and binding
obligations of the Lessor enforceable against it in

24



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accordance with their respective terms, except as such enforceability may
be limited by applicable bankruptcy, insolvency, or similar laws affecting
creditors rights generally and by general equitable principles.

(d) No Conflict. The execution and delivery by the Lessor of the Lease,
this Master Agreement and each other Operative Document to which the Lessor is
or will be a party, are not or will not be, and the performance by the Lessor
of its obligations under each will not be, inconsistent with its Partnership
Agreement, do not and will not contravene any Applicable Law applicable
generally to parties providing financing and do not and will not contravene any
provision of, or constitute a default under, any Contractual Obligation of
Lessor, do not and will not require the consent or approval of, the giving of
notice to, the registration with or taking of any action in respect of or by,
any Governmental Authority applicable generally to parties providing financing,
except such as have been obtained, given or accomplished, and the Lessor
possesses all requisite regulatory authority to undertake and perform its
obligations under the Operative Documents.

(e) Litigation. There are no pending or, to the knowledge of the Lessor,
threatened actions or proceedings against the Lessor before any court,
arbitrator or administrative agency with respect to any Operative Document or
that would have a material adverse effect upon the ability of the Lessor to
perform its obligations under this Master Agreement or any other Operative
Documents to which it is or will be a party.

(f) Lessor Liens. No Lessor Liens (other than those created by the
Operative Documents) exist on any Closing Date on the Leased Property, or any
portion thereof, and the execution, delivery and performance by the Lessor of
this Master Agreement or any other Operative Document to which it is or will be
a party will not subject any Leased Property, or any portion thereof, to any
Lessor Liens (other than those created by the Operative Documents).

(g) Employee Benefit Plans. The Lessor is not and will not be making its
investment 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.

(h) General Partner. The sole general partner of the Lessor is Atlantic
Financial Managers, Inc.

(i) Financial Information. (A) The unaudited balance sheet of the Lessor
as of December 31, 2001 and the related statements of income, partners capital
and cash flows for the year then ended, copies of which have been delivered to
the Agent, fairly present, in conformity with sound accounting principles,
consistent with the income tax basis reports provided to Concord for the period
ended on December 31, 2001, the financial condition of the Lessor as of such
date and the results of operations and cash flows for such period.

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(B) Since December 31, 2001, there has been no event, act, condition or
occurrence having a material adverse effect upon the financial condition,
operations, performance or properties of the Lessor, or the ability of the
Lessor to perform in any material respect its obligations under the Operative
Documents.

(j) No Offering. The Lessor has not offered the Notes to any Person in any
manner that would subject the issuance thereof to registration under the
Securities Act or any applicable state securities laws.

(k) Investment Company. The Lessor is not an investment company or a
company controlled by an investment company, within the meaning of the
Investment Company Act of 1940, as amended.

(l) Source of Funds. The Lessor has not obtained funds for the Lessors
Invested Amount from the proceeds of non-recourse debt. The Lessor has not
obtained residual value insurance with respect to any Leased Property.

SECTION 4.4 Representations of each Lender. Effective as of the date of
execution hereof, as of each Closing Date and as of each Funding Date, each
Lender represents and warrants to the Lessor, to Concord and to the other
Lessees as follows:

(a) Securities Act. The interest being acquired or to be acquired by
such Lender in the Funded Amounts is being acquired for its own account,
without any view to the distribution thereof or any interest therein,
provided that such Lender shall be entitled to assign, convey or transfer
its interest in accordance with Section 6.2.

(b) Employee Benefit Plans. Such Lender is not and will not be
making its investment 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.

ARTICLE V
COVENANTS OF OBLIGORS AND THE LESSOR

SECTION 5.1 Financial Statements. Concord shall deliver to the Agent:

(a) as soon as available and in any event within 90 days after the end of
each fiscal year of Concord, a consolidated balance sheet of Concord and its
Consolidated Subsidiaries as of the end of such fiscal year and the related
consolidated statements of income, changes in 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 reported on without any material
qualification by Ernst & Young LLP or other independent public accountants of
nationally

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recognized standing, together with an internally prepared consolidating
balance sheet of Concord as of the end of such fiscal year and the related
consolidating statement of income for such fiscal year.

(b) as soon as available and in any event within 45 days after the end of
each of the first three quarters of each fiscal year of Concord, Concords
quarterly reporting package which shall include a consolidated and
consolidating balance sheet of Concord and its Consolidated Subsidiaries as of
the end of such quarter and the related consolidated and consolidating
statement of income, and consolidated statements of changes in shareholders
equity and cash flows for the portion of Concords fiscal year ended at the end
of such quarter, setting forth in the case of such statements of income,
changes in shareholders equity and cash flows, in comparative form the figures
for the corresponding portion of Concords previous fiscal year, all certified
(subject to normal year-end adjustments) as to fairness of presentation, GAAP
and consistency by the chief financial officer or the chief accounting officer
of Concord;

(c) simultaneously with the delivery of each set of financial statements
referred to in clauses (a) and (b) above, a certificate of the chief financial
officer or the chief accounting officer of Concord on behalf of Concord in
substantially the form of Exhibit J (i) setting forth in reasonable detail the
calculations required to establish whether Concord was in compliance with the
requirements of Sections 5.2, 5.3 and 5.4 on the date of such financial
statements and (ii) stating whether, to such officers knowledge, any Default
exists on the date of such certificate and, if any Default then exists, setting
forth the details thereof and the action which Concord is taking or proposes to
take with respect thereto;

(d) within five days after any financial officer of Concord obtains
knowledge of any Default, if such Default is then continuing, a certificate of
the chief financial officer or the chief accounting officer of Concord setting
forth the details thereof and the action which Concord is taking or proposes to
take with respect thereto;

(e) if and when any member of the ERISA Group (i) gives or is required to
give notice to the PBGC of any reportable event (as defined in Section 4043
of ERISA) with respect to any Plan which might constitute grounds for a
termination of such Plan under Title IV of ERISA, or knows that the plan
administrator of any Plan has given or is required to give notice of any such
reportable event, a copy of the notice of such reportable event given or
required to be given to the PBGC; (ii) receives notice of complete or partial
withdrawal liability under Title IV of ERISA or notice that any Multiemployer
Plan is in reorganization, is insolvent or has been terminated, a copy of such
notice; (iii) receives notice from the PBGC under Title IV of ERISA of an
intent to terminate, impose liability (other than for premiums under Section
4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a
copy of such notice; (iv) applies for a waiver of the minimum funding standard
under Section 412 of the Code, a copy of such application; (v) gives notice of
intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such
notice and other information filed with the PBGC; (vi) gives notice of
withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such
notice; or (vii)

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fails to make any payment or contribution to any Plan or Multiemployer
Plan or in respect of any Benefit Arrangement or makes any amendment to any
Plan or Benefit Arrangement which has resulted or could result in the
imposition of a Lien or the posting of a bond or other security, a certificate
of the chief financial officer or the chief accounting officer of Guarantor
setting forth details as to such occurrence and action, if any, which Concord
or applicable member of the ERISA Group is required or proposes to take; and

(f) from time to time such additional information regarding the financial
position or business of Concord and its Subsidiaries as the Agent, at the
request of any Funding Party, may reasonably request.

SECTION 5.2 EBITR Ratio. Concord shall cause the ratio of Consolidated
EBITR to Fixed Charges as of the last day of each fiscal quarter to be at least
3.0:1.

SECTION 5.3 Funded Debt to Tangible Capitalization Ratio. Concord shall
cause the Funded Debt to Tangible Capitalization Ratio as of the last day of
each fiscal quarter to be no greater than 40%.

SECTION 5.4 Adjusted Net Income. Concord shall cause Adjusted Net Income
for each period of four consecutive fiscal quarters to be greater than $0.

SECTION 5.5 No Impairment. Concord shall not take any action, and shall
not permit any of its Significant Subsidiaries to take any action, that would
materially impair Concords ability to perform its obligations hereunder or
under any other Operative Document. In particular, Concord shall not permit
any of its Significant Subsidiaries to enter into any agreement or arrangement
that would materially impair or restrict any Significant Subsidiarys ability
to declare and pay dividends (or other similar distributions in the case of
Significant Subsidiaries that are limited liability companies or partnerships)
to its shareholders or other equity holders.

SECTION 5.6 Additional Covenants; Significant Subsidiary. In the event
that Concord or any Ten Percent Subsidiary enters into any credit agreement or
loan agreement, Concord shall (i) promptly notify the Agent of such event and
shall provide the Agent with a copy of such amendment, replacement or
additional agreement and (ii) if requested by the Required Lenders, enter into
an amendment to this Master Agreement and/or the Lease to evidence an amendment
or addition to the covenants set forth herein or the Events of Default to the
extent requested by the Required Lenders to make such covenants and/or Events
of Default consistent with those set forth in such agreement (provided, with
respect to Events of Default, they are consistent with the limitations thereon
set forth in Article XIII of the Lease). If Concord acquires any Significant
Subsidiary after the date hereof, or any Subsidiary otherwise becomes a
Significant Subsidiary after the date hereof, Concord shall cause such
Significant Subsidiary to become a Subsidiary Guarantor in accordance with the
Subsidiary Guaranty.

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SECTION 5.7 Payment of Obligations. Each Obligor will pay and discharge,
and will cause each Subsidiary to pay and discharge, at or before maturity, all
their respective material obligations and liabilities (including, without
limitation, tax liabilities and claims of materialmen, warehousemen and the
like which if unpaid might by law give rise to a Lien), except where the same
may be contested in good faith by appropriate proceedings, and will maintain,
and will cause each Subsidiary to maintain, in accordance with GAAP,
appropriate reserves for the accrual of any of the same.

SECTION 5.8 Maintenance of Property: Insurance. (a) Each Obligor will
keep, and will cause each Subsidiary to keep, all property useful and necessary
in its business in good working order and condition, ordinary wear and tear
excepted, provided that, with respect to each fiscal year, each Obligor,
together with its Subsidiaries, may fail to comply with the foregoing covenant
with respect to property with an aggregate fair market value not exceeding
$10,000,000.

(b) EPS will, and will cause each of its Subsidiaries to, maintain (either
in the name of such Obligor or in such Subsidiarys own name) with financially
sound and responsible insurance companies, insurance on all their respective
properties in at least such amounts, against at least such risks and with such
risk retention as are usually maintained, insured against or retained, as the
case may be, in the same general area by companies of established repute
engaged in the same or a similar business; and will furnish to the Funding
Parties, upon request from the Agent, information presented in reasonable
detail as to the insurance so carried. Each Obligor (other than EPS) will
maintain insurance in such amounts, against such risks, with insurance
companies with credit standards and with deductibles as such Obligor determines
to be appropriate in the exercise of its reasonable business judgment.

SECTION 5.9 Conduct of Business and Maintenance of Existence. EPS will
continue, and will cause each of its Subsidiaries to continue, to engage in
business of substantially the same general type as now conducted by EPS and its
Subsidiaries or a business related thereto, and will preserve, renew and keep
in full force and effect, and will cause each Subsidiary to preserve, renew and
keep in full force and effect their respective existence and their respective
rights, privileges and franchises necessary or desirable in the normal conduct
of business; provided that nothing in this Section 5.9 shall prohibit (i) the
merger of a Subsidiary into EPS or the liquidation, merger or consolidation of
a Subsidiary with or into another Person if the Person surviving such
consolidation or merger is a Subsidiary and if, in each case, after giving
effect thereto, no Default shall have occurred and be continuing or (ii) the
termination of the corporate existence or the abandonment of rights, privileges
and franchises of any Subsidiary if EPS in good faith determines that such
termination or abandonment is in the best interest of EPS and is not materially
disadvantageous to the Funding Parties. Each of Concord and each Ten Percent
Subsidiary (other than EPS) will continue to engage in business of
substantially the same general type as now conducted by Concord or such Ten
Percent Subsidiary, as the case may be, or a business related thereto, and will
preserve, renew and keep in full force and effect its existence and its rights,
privileges and franchises necessary or desirable in the normal conduct of
business;

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provided that nothing set forth in this Section 5.9 shall prohibit the
merger of any Ten Percent Subsidiary with any other Subsidiary or with Concord.

SECTION 5.10 Compliance with Laws. Each Obligor will comply, and cause
each Subsidiary to comply, in all material respects with all applicable laws,
ordinances, rules, regulations, and requirements of governmental authorities
(including, without limitation, ERISA and the rules and regulations thereunder
and Environmental Laws) except where the necessity of compliance therewith is
contested in good faith by appropriate proceedings.

SECTION 5.11 Inspection of Property, Books and Records. Each Obligor will
keep and, in the case of EPS will cause each of its Subsidiaries to keep,
proper books of record and account in which full, true and correct entries
shall be made of all dealings and transactions in relation to its business and
activities; and, upon reasonable advance notice during normal business hours,
will permit, representatives of any Funding Party at such Funding Partys
expense to visit and inspect any of their respective properties, to examine and
make abstracts from any of their respective books and records relating to
finance or accounting matters (other than strategic plans and other proprietary
materials, and any materials subject to confidentiality agreements that
prohibit such disclosure) and to discuss their respective affairs, finances and
accounts with their respective officers, employees and independent public
accountants, all at such reasonable times and as often as may reasonably be
desired.

SECTION 5.12 Consolidations, Mergers and Sales of Assets. Neither Concord
nor any Ten Percent Subsidiary will (i) consolidate or merge with or into any
other Person or (ii) sell, lease or otherwise transfer, directly or indirectly,
all or any substantial part of the assets of Concord or such Ten Percent
Subsidiary, as the case may be, and its Subsidiaries, taken as a whole, to any
other Person, nor will Concord or any Ten Percent Subsidiary permit any of its
Subsidiaries to do any of the foregoing if the effect thereof is to reduce the
total assets or net income of Concord or such Ten Percent Subsidiary (in each
case, on a consolidated basis for Concord or such Ten Percent Subsidiary, as
the case may be, and its Subsidiaries) by more than 25% of such assets existing
on, or net income generated during the four consecutive fiscal quarters ending
immediately prior to, the date of such consolidation, merger, sale, lease or
other transfer; provided that Concord or such Ten Percent Subsidiary, as the
case may be, may merge with another Person if (x) Concord or such Ten Percent
Subsidiary, as the case may be, is the corporation surviving such merger and
(y) after giving effect to such merger, no Default shall have occurred and be
continuing; provided, further that any Ten Percent Subsidiary may merge with
any other Subsidiary or with Concord, as long as a Ten Percent Subsidiary or
Concord is the entity surviving such merger. Concord will not transfer
ownership, or permit the transfer of ownership, of the equity interests in EPS
or Star if the effect thereof is that EPS or Star, as the case may be, becomes
a Subsidiary of any national bank or federal savings bank that is a Subsidiary
of Concord; in addition, Concord will not transfer ownership, or permit the
transfer of ownership, of the equity interests of any other Significant
Subsidiary (other than EPS or Star), whether such Significant Subsidiary exists
on the date hereof or hereafter arises, to a national bank or federal savings
bank that is a Subsidiary of Concord, if the intent of such transfer is to

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circumvent the representations and covenants applicable to Significant
Subsidiaries in the Operative Documents (as opposed to an independent business
purpose).

SECTION 5.13 Negative Pledge. Neither any Ten Percent Subsidiary nor any
Subsidiary thereof will create, assume or suffer to exist any Lien on any asset
now owned or hereafter acquired by it, except for Permitted Liens and except:

(a) any Lien existing on any asset of any Person at the time such Person
becomes a Subsidiary and not created in contemplation of such event;

(b) any Lien on any asset securing Indebtedness incurred or assumed for
the purpose of financing all or any part of the cost of acquiring such asset,
provided that such Lien attaches to such asset concurrently with or within 90
days after the acquisition thereof;

(c) any Lien on any asset of any person existing at the time such person
is merged or consolidated with or into such Ten Percent Subsidiary or a
Subsidiary and not created in contemplation of such event;

(d) any Lien existing on any asset prior to the acquisition thereof by
such Ten Percent Subsidiary or a Subsidiary and not created in contemplation of
such acquisition;

(e) any Lien arising out of the refinancing, extension, renewal or
refunding of any Indebtedness secured by any Lien permitted by any of the
foregoing clauses of this Section, provided that such Indebtedness is not
increased and is not secured by any additional assets;

(f) Liens arising in the ordinary course of its business (including,
without limitation, any such Liens for any income taxes not due and for any
workmens compensation liability) which (i) do not secure Indebtedness or
Derivatives Obligations, (ii) do not secure any obligation in an amount
exceeding $40,000,000 for such Ten Percent Subsidiary and its Subsidiaries in
the aggregate and (iii) do not in the aggregate materially detract from the
value of its assets or materially impair the use thereof in the operation of
its business;

(g) Liens on cash and cash equivalents securing Derivatives Obligations,
provided that the aggregate amount of cash and cash equivalents subject to such
Liens may at no time exceed $20,000,000 for such Ten Percent Subsidiary and its
Subsidiaries in the aggregate;

(h) Liens created under the Operative Documents, or in connection with the
1998 Lease or the 2000 Lease; and

(i) Liens not otherwise permitted by the foregoing clauses of this Section
securing Indebtedness in an aggregate principal or face amount at any date not
to exceed 3.0% of Consolidated Tangible Net Worth of such Ten Percent
Subsidiary and its Subsidiaries.

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SECTION 5.14 Limitation on Indebtedness. No Ten Percent Subsidiary will
or will permit any of its Subsidiaries to, incur or at any time be liable with
respect to any Indebtedness except:

(a) Indebtedness under this Master Agreement, the 2000 Master Agreement
and the 1998 Master Agreement;

(b) other Indebtedness outstanding on the date hereof (or, in the case of
Persons that are not Ten Percent Subsidiaries on the date hereof, on the date
such Person became a Ten Percent Subsidiary) not in excess of $10,000,000 in
aggregate principal amount for such Ten Percent Subsidiary and its Subsidiaries
in the aggregate (in the case of EPS and Star only) and refinancings thereof,
provided that the principal amount thereof is not increased beyond the amount
outstanding thereunder on the date hereof or, in the case of Ten Percent
Subsidiaries other than EPS and Star, on the date such Person becomes a Ten
Percent Subsidiary, as the case may be; provided, further that for purpose of
the foregoing, intercompany debt between Obligors and loans from any Obligor to
any Subsidiary shall not be included as Indebtedness; and provided, further
that no Subsidiary shall incur Indebtedness or enter into intercompany debt
solely in anticipation of being a Ten Percent Subsidiary and subject to the
restrictions set forth in this Section 5.14 (as opposed to an independent
business purpose);

(c) Indebtedness secured by Liens permitted by Section 5.14; and

(d) Indebtedness of such Ten Percent Subsidiary and its Subsidiaries not
otherwise permitted by this Section incurred after the Initial Closing Date in
an aggregate principal amount at any time outstanding not to exceed $10,000,000
for such Ten Percent Subsidiary and its Subsidiaries in the aggregate.

SECTION 5.15 Transactions with Affiliates. Neither Concord nor any
Obligor will, nor, in the case of EPS will it permit any of its Subsidiaries
to, directly or indirectly, pay any funds to or for the account of, make any
investment (whether by acquisition of stock or indebtedness, by loan, advance,
transfer of property, guarantee or other agreement to pay, purchase or service,
directly or indirectly, any Indebtedness, or otherwise) in, lease, sell,
transfer or otherwise dispose of any substantial portion of its assets,
tangible or intangible, to, or participate in, or effect, any transaction
involving a substantial portion of its assets or that would affect the nature
of its business or operations in any material adverse respect with, any
Affiliate (other than another Obligor) except on an arms-length basis on terms
at least as favorable to such Obligor, or, in the case of EPS, such Subsidiary
of EPS as would have been obtained from a third party who was not an Affiliate;
provided that the foregoing provisions of this Section shall not prohibit any
such Person from declaring or paying any lawful dividend or other payment
ratably in respect of all of its capital stock of the relevant class so long
as, after giving effect thereto, no Default shall have occurred and be
continuing; and provided, further that with respect to Concord the foregoing

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actions shall only be prohibited if they could reasonably be expected to
have a Material Adverse Effect.

SECTION 5.16 Further Assurances. Upon the written request of the Lessor
or the Agent, each Lessee, at its own cost and expense, will cause all
financing statements (including precautionary financing statements), fixture
filings and other similar documents, to be recorded or filed at such places and
times in such manner, as may be necessary to preserve, protect and perfect the
interest of the Lessor, the Agent and the Lenders in the Leased Properties as
contemplated by the Operative Documents.

SECTION 5.17 Additional Required Appraisals. If, as a result of any
change in Applicable Law after the date hereof, an appraisal of all or any of
the Leased Properties is required during the Lease Term under Applicable Law
with respect to any Funding Partys interest therein, such Funding Partys
Funded Amount with respect thereto or the Operative Documents, then the related
Lessee shall pay the reasonable cost of such appraisal.

SECTION 5.18 Lessors Covenants. The Lessor covenants and agrees that,
unless the Agent, Concord and the Lenders shall have otherwise consented in
writing:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) the proceeds of the Loans received from the Lenders will be used
by the Lessor solely to acquire the related Leased Property and to pay
the Construction Agent for certain Construction Costs associated
therewith. No portion of the proceeds of the Loans will be used by the
Lessor (i) in connection with, whether directly or indirectly, any tender
offer for, or other acquisition of, stock of any corporation with a view
towards obtaining control of such other corporation or (ii) directly or
indirectly, for the purpose, whether immediate, incidental or ultimate,
of purchasing or carrying any Margin Stock;     
|
| | (b) it shall not engage in any business or activity, or invest in
any Person, except for activities similar to its activities conducted on
the date hereof, the Transaction and lease transactions similar to the
Transaction;                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (c) it will maintain tangible net worth in an amount no less than
the sum of (i) $100,000 plus (ii) 3% of its total assets (calculated
assuming no reduction in the value of any leased property from its
original cost to the Lessor)and will at all times be solvent (as defined
in the Bankruptcy Code);                                                                                                                                                                                                                                                                                                                            
|
| | (d) it will deliver to the Agent and Concord, as soon as available
and in any event within 90 days after the end of each fiscal year, a
balance sheet of the Lessor as of the end of such fiscal year and the
related statements of income, partners capital and cash flows for such
fiscal year, setting forth in each case in comparative form the figures
for the previous fiscal year, prepared in accordance with sound
accounting principles consistent with the income tax basis reports
provided to Concord for the period ended on December 31, 2001, together
with copies of its tax returns, all certified by an officer of

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | the General Partner (and if the Lessor ever prepares audited
financial statements, it shall deliver copies thereof to the Agent);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (e) it will permit the Agent and Concord and their representatives
to examine, and make copies from, the Lessors books and records, and to
visit the offices and properties of the Lessor for the purpose of
examining such materials, and to discuss the Lessors performance
hereunder with any of its, or its general partners, officers and
employees, in each case during normal business hours and upon reasonable
notice;                                                                                                                                                                                                                                                                                                  
|
| | (f) it shall not consent to or permit the creation of any easement
or other restriction against any Leased Property other than as permitted
pursuant to Article VI of the Lease;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | (g) it shall not incur or permit to exist, and will promptly
discharge each Lessor Lien and shall indemnify the Lenders and such
Lessees for any loss, cost, expense or diminution in value of any Leased
Property resulting from, or incurred as a result of, such Lessor Liens;                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (h) it shall not enter into any other transactions, leases,
purchases or other agreements, other than immaterial transactions,
purchases, leases and other agreements entered into by the Lessor in the
ordinary course of its business, in which the other parties to said
transactions, leases, purchases or other agreements will have any
recourse against Lessor other than recourse to Lessors ownership or
other interest in the property subject to such transactions, purchases,
leases or other agreements, other than liability for required fundings,
breach of contract, misrepresentation, gross negligence, willful
misconduct, fraud, failure to turn over funds and similar exceptions to
limitations on recourse;
|
| | (i) it shall not guaranty the liabilities of any other Person;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (j) it shall pay its recourse debts as such debts become due unless
such debts are the subject of a bona fide dispute;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | (k) it shall promptly notify Concord and the Agent of any claim
against the Lessor that would reasonably be expected to result in a
material liability of the Lessor for which it is not indemnified; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (l) it will at all times maintain its Lessors Invested Amount with
respect to each Leased Property at an amount not less than 11.5% of the
Funded Amounts related to such Leased Property and, at the request of
Concord (provided such request is not given more than once in a calendar
year), and at Concords expense, shall provide a certification of the
General Partner to such effect.                                                                                                                                                                                                                                                                                                                                    

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ARTICLE VI
TRANSFERS BY LESSOR AND LENDERS

SECTION 6.1 Lessor Transfers. The Lessor shall not assign, convey or
otherwise transfer all or any portion of its right, title or interest in, to or
under any Leased Property (except to a Lessee in accordance with the Lease) or
any of the Operative Documents without the prior written consent of the Lenders
and, unless an Event of Default has occurred and is continuing, Concord. Any
proposed transferee of the Lessor shall make the representation set forth in
Section 4.3 to the other parties hereto.

SECTION 6.2 Lender Transfers.

(a) Any Lender may make, carry or transfer Loans at, to or for the account
of, any of its branch offices or the office of an Affiliate of such Lender.

(b) Each Lender may assign all or a portion of its interests, rights and
obligations under this Master Agreement and the Loan Agreement (including all
or a portion of its Commitment and the Loans at the time owing to it) to any
Eligible Assignee; provided, however, that (i) the Agent and, except during the
continuance of an Event of Default, Concord must give its prior written consent
to such assignment (which consent shall not be unreasonably withheld or
delayed) unless such assignment is to another Lender, (ii) unless such Lender
is assigning all of its Commitment, after giving effect to such assignment, the
Commitment of both the assignor and the assignee is at least $1,000,000 and
(iii) the parties to each such assignment shall execute and deliver to the
Agent an Assignment and Acceptance, and, unless such assignment is to an
Affiliate of such Lender, a processing and recordation fee of $2,500. Any such
assignment of the Loans shall include both the A Loans and the B Loans of such
assigning Lender, on a pro rata basis. No Lessee shall be responsible for such
processing and recordation fee or any costs or expenses incurred by any Lender
or the Agent in connection with such assignment. From and after the effective
date specified in each Assignment and Acceptance, which effective date shall be
at least five (5) Business Days after the execution thereof, the assignee
thereunder shall be a party hereto and to the extent of the interest assigned
by such Assignment and Acceptance, have the rights and obligations of a Lender
under this Master Agreement and the Loan Agreement, provided that the assigning
Lender shall not be released from any of its obligations incurred prior to the
effective date of such assignment.

(c) Each Lender may, without the consent of any Lessee, sell
participations to one or more banks or other entities in all or a portion of
its rights and obligations under this Master Agreement and the Loan Agreement
(including all or a portion of its Commitments in the Loans owing to it),
provided, however, that (i) such Lenders obligations under this Master
Agreement and the Loan Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations, (iii) the participating bank or other entity shall not be
entitled to any greater benefit than its selling Lender under the cost
protection provisions contained in Section 7.5 of this Master Agreement, (iv)
Concord and each other Lessee, the Agent and the other Lenders shall continue
to deal solely and directly with each Lender in connection with such Lenders
rights and obligations under this

35



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Master Agreement and the other Operative Documents, and such Lender shall
retain the sole right to enforce the obligations of Lessor relating to the
Loans and to approve any amendment, modification or waiver of any provisions of
this Master Agreement and the Loan Agreement (except that such Lender may
permit the participant to approve any amendment, modification or waiver which
would reduce the principal of or the interest rate on its Loan, extend the term
of such Lenders Commitment, reduce the amount of any fees to which such
participant is entitled or extend the final scheduled payment date of any Loan)
and (v) any participations and related transactions shall be at no cost
(directly or indirectly through Lessor or any other party) to Concord or any
other Lessee. Any Lender selling a participation hereunder shall provide
prompt written notice to the Agent of the name of such participant.

(d) Any Lender or participant may, in connection with the assignment or
participation or proposed assignment or participation, pursuant to this
Section, disclose to the assignee or participant or proposed assignee or
participant any information relating to Concord or its Subsidiaries furnished
to such Lender by or on behalf of Concord. With respect to any disclosure of
confidential, non-public, proprietary information, such proposed assignee or
participant shall agree in writing to use the information only for the purpose
of making any necessary credit judgments with respect to this facility and not
to use the information in any manner prohibited by any law, including without
limitation, the securities laws of the United States. The proposed participant
or assignee shall agree in writing not to disclose any of such information
except as permitted by this Master Agreement. The proposed participant or
assignee shall further agree to return all documents or other written material
and copies thereof received from any Lender, the Agent or any Lessee relating
to such confidential information unless otherwise properly disposed of by such
entity.

(e) Any Lender may at any time assign all or any portion of its rights
under this Master Agreement and the Notes to a Federal Reserve Bank without
complying with the requirements of paragraph (b) above; provided that no such
assignment shall release such Lender from any of its obligations hereunder.

(f) The Lenders hereby acknowledge and agree that the Lessees shall have
the right to the quiet enjoyment of the Leased Properties pursuant to the
Lease, whether or not a Loan Event of Default that is not an Event of Default
has occurred and is continuing, so long as no Event of Default has occurred and
is continuing.

ARTICLE VII
INDEMNIFICATION

SECTION 7.1 General Indemnification. Each Lessee, jointly and severally,
agrees, whether or not any of the transactions contemplated hereby shall be
consummated, to assume liability for, and to indemnify, protect, defend, save
and hold harmless each Indemnitee, on an After-Tax Basis, from and against, any
and all Claims that may be imposed on, incurred by or asserted, or threatened
to be asserted, against such Indemnitee, whether or not such Indemnitee shall
also be indemnified as to any such Claim by any other Person (provided that no
Indemnitee

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shall have the right to double recovery with respect to any Claim) and
whether or not such Claim arises or accrues prior to any Closing Date or after
the Lease Termination Date, or results from such Indemnitees negligence, in
any way relating to or arising out of:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) any of the Operative Documents or any of the transactions
contemplated thereby, and any amendment, modification or waiver in
respect thereof; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | (b) 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, substitution,
storage, transfer of title, redelivery, use, financing, refinancing,
disposition, operation, condition, sale (including, without limitation,
any sale pursuant to the Lease), return or other disposition of all or
any part of any interest in any Leased Property or the imposition of any
Lien, other than a Lessor Lien (or incurring of any liability to refund
or pay over any amount as a result of any Lien, other than a Lessor Lien)
thereon, including, without limitation: (i) Claims or penalties arising
from any violation or alleged violation of law or in tort (strict
liability or otherwise), (ii) latent or other defects, whether or not
discoverable, (iii) any Claim based upon a violation or alleged violation
of the terms of any restriction, easement, condition or covenant or other
matter affecting title to any Leased Property or any part thereof, (iv)
the making of any Alterations in violation of any standards imposed by
any insurance policies required to be maintained by any Lessee pursuant
to the Lease which are in effect at any time with respect to any Leased
Property or any part thereof, (v) any Claim for patent, trademark or
copyright infringement, (vi) Claims arising from any public improvements
with respect to any Leased Property resulting in any charge or special
assessments being levied against any Leased Property or any Claim for
utility tap-in fees, and (vii) Claims for personal injury or real or
personal property damage occurring, or allegedly occurring, on any Land,
Building or Leased Property;
|
| | (c) the breach or alleged breach by Concord or any other Lessee of
any 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (d) the retaining or employment of any broker, finder or financial
advisor by Concord or any other Lessee to act on its behalf in connection
with this Master Agreement, or the incurring of any fees or commissions
to which the Lessor, the Agent or any Lender might be subjected by virtue
of their entering into the transactions contemplated by this Master
Agreement (other than fees or commissions due to any broker, finder or
financial advisor retained or deemed retained by the Lessor, the Agent or
any Lender);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (e) the existence of any Lien (other than Lessor Liens) on or with
respect to any Leased Property, the Construction, any Basic Rent or
Supplemental Rent, title                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | thereto, or any interest therein, including any Liens which arise
out of the possession, use, occupancy, construction, repair or rebuilding
of any Leased Property or by reason of labor or materials furnished or
claimed to have been furnished to the Construction Agent, any Lessee, or
any of its contractors or agents or by reason of the financing of any
personalty or equipment purchased or leased by any Lessee or Alterations
constructed by any Lessee;
|
| | (f) the transactions contemplated hereby or by any other Operative
Document, in respect of the application of Parts 4 and 5 of Subtitle B of
Title I of ERISA and any prohibited transaction described in Section
4975(c) of the Code;                                                                                                                                                                                                                               
|
| | (g) any act or omission by Concord or any other Lessee under any
Purchase Agreement or any other Operative Document, or any breach by
Concord or any other Lessee of any requirement, condition, restriction or
limitation in any Deed, Purchase Agreement, IDB Documentation or Ground
Lease; or                                                                                                                                                                    
|
| | (h) any IDB Documentation;                                                                                                                                                                                                                                                                                                                                                                                                                                           

provided, however, no Lessee shall be required to indemnify any Indemnitee
under this Section 7.1 for any Claim to the extent that such Claim results from
any of the following: (1) any Claim to the extent that such Claim results from
the willful misconduct or gross negligence of such Indemnitee, (2) any Claim
resulting from Lessor Liens under the Operative Documents, (3) any Claims
resulting from a breach of the Operative Documents by such Indemnitee, (4) any
Claim resulting from a violation of Applicable Law by such Indemnitee that
relates to the general business of such Indemnitee or (5) any Claim arising
from events occurring after payment in full of the Lease Balance and the
termination of the Lease in accordance with the terms thereof (including the
return or sale of the Leased Properties pursuant to the terms thereof); and,
provided, further, that with respect to each Construction Land Interest, each
Lessees indemnity obligations with respect to such Leased Property shall be
governed by, and expressly limited to the matters covered by, Section 3.3 of
the Construction Agency Agreement during the Construction Term therefor. 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 other remedy under this Master Agreement, the Lease or any other
Operative Document.

SECTION 7.2 Environmental Indemnity. In addition to and without
limitation of Section 7.1 or Section 3.3 of the Construction Agency Agreement,
each Lessee, jointly and severally, 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 any Leased Property), damages, liabilities, fines, penalties,
charges, suits, settlements, demands, administrative and judicial proceedings
(including informal proceedings and investigations) and orders, judgments,
remedial action, requirements, enforcement actions of any kind, and all
reasonable costs and expenses actually incurred in connection therewith
(including,

38



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but not limited to, reasonable 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 federal, state or local government agency,
arising directly or indirectly, in whole or in part, out of



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) the presence on or under any Land of any Hazardous Materials, or
any releases or discharges of any Hazardous Materials on, under, from or
onto any Land,                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (ii) any activity, including, without limitation, construction,
carried on or undertaken on or off any Land, and whether by a Lessee or
any predecessor in title or any employees, agents, contractors or
subcontractors of a Lessee or any predecessor in title, or any other
Person, in connection with the handling, treatment, removal, storage,
decontamination, clean-up, transport or disposal of any Hazardous
Materials that at any time are located or present on or under or that at
any time migrate, flow, percolate, diffuse or in any way move onto or
under any Land,
|
| | (iii) loss of or damage to any property or the environment
(including, without limitation, clean-up costs, response costs,
remediation and removal costs, cost of corrective action, costs of
financial assurance, fines and penalties and natural resource damages),
or death or injury to any Person, and all expenses associated with the
protection of wildlife, aquatic species, vegetation, flora and fauna, and
any mitigative action required by or under Environmental Laws, in each
case to the extent related to any Leased Property,                                     
|
| | (iv) any claim concerning any Leased Propertys lack of compliance
with Environmental Laws, or any act or omission causing an environmental
condition on or with respect to any Leased Property that requires
remediation or would allow any governmental agency to record a lien or
encumbrance on the land records, or                                                                                                                                                                                                                                                             
|
| | (v) any residual contamination on or under any Land, or affecting
any natural resources on any Land, and to any contamination of any
property or natural resources arising in connection with the generation,
use, handling, storage, transport or disposal of any such Hazardous
Materials on or from any Leased Property; in each case irrespective of
whether any of such activities were or will be undertaken in accordance
with applicable laws, regulations, codes and ordinances;                                                                                            

in any case with respect to the matters described in the foregoing clauses (i)
through (v) that arise or occur



| |                                       
| | --------------------------------------
| | (w) prior to or during the Lease Term,

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| |                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (x) at any time during which a Lessee or any Affiliate thereof owns
any interest in or otherwise occupies or possesses any Leased Property or
any portion thereof, or
|
| | (y) during any period after and during the continuance of any Event
of Default, or                                                                                   
|
| | (z) during any period of three years following the date on which an
Indemnitee takes possession of any Leased Property;                                              

provided, however, no Lessee shall be required to indemnify any Indemnitee
under this Section 7.2 for any Claim to the extent that such Claim results from
the willful misconduct or gross negligence of such Indemnitee. 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
other remedy under this Master Agreement, the Lease or any other Operative
Document.

SECTION 7.3 Proceedings in Respect of Claims. With respect to any
amount that a Lessee is requested by an Indemnitee to pay by reason of Section
7.1 or 7.2, such Indemnitee shall, if so requested by such Lessee and prior to
any payment, submit such additional information to such Lessee as such Lessee
may reasonably request and which is in the possession of, or under the control
of, such Indemnitee to substantiate properly the requested payment. In case
any action, suit or proceeding shall be brought against any Indemnitee, such
Indemnitee promptly shall notify Concord of the commencement thereof (provided
that the failure of such Indemnitee to promptly notify Concord shall not affect
any Lessees obligation to indemnify hereunder except to the extent that a
Lessees rights to contest or defenses otherwise available to such Lessee are
materially prejudiced by such failure), and such Lessee shall be entitled, at
its expense, to participate in, and, to the extent that such Lessee desires to,
assume and control the defense thereof with counsel reasonably satisfactory to
such Indemnitee; provided, however, that such Indemnitee may pursue a motion to
dismiss such Indemnitee from such action, suit or proceeding with counsel of
such Indemnitees choice at such Lessees expense; and provided further that a
Lessee may assume and control the defense of such proceeding only if Concord
shall have acknowledged in writing its and each other Lessees obligations to
fully indemnify such Indemnitee in respect of such action, suit or proceeding,
Lessees shall pay all reasonable costs and expenses related to such action,
suit or proceeding as and when incurred and the related 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 no Lessee shall 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 material
risk of civil liability on such Indemnitee in excess of $10,000,000 or (y) such
action, suit or proceeding will involve a material risk of the sale, forfeiture
or loss of, or the creation of any Lien (other than a

40



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Permitted Lien) on any Leased Property or any part thereof unless the
related Lessee or Concord shall have posted a bond or other security
satisfactory to the relevant Indemnitees in respect to such risk or (z) 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 Lessees which the related Lessee and the Indemnitee have been unable to
sever from the indemnified claim(s), or (C) an Event of Default 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 a
Lessee in accordance with the foregoing.

If a Lessee fails to fulfill the conditions to such Lessees assuming the
defense of any claim after receiving notice thereof on or prior to the date
that is fifteen (15) days prior to the date that an answer or response is
required, the Indemnitee may undertake such defense, at the Lessees expense.
No Lessee shall enter into any settlement or other compromise with respect to
any Claim which is entitled to be indemnified under Section 7.1 or 7.2 that (i)
does not contain a complete release of the related Indemnitee or does contain
any admission of liability or fault by such Indemnitee or (ii) involves a
payment in excess of $10,000,000, without the prior written consent of the
related Indemnitee, which consent shall not be unreasonably withheld. 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 7.1 or 7.2 without the prior
written consent of Concord, which consent shall not be unreasonably withheld,
unless such Indemnitee waives its right to be indemnified under Section 7.1 or
7.2 with respect to such Claim.

Upon payment in full of any Claim by the Lessees pursuant to Section 7.1
or 7.2 to or on behalf of an Indemnitee, the Lessees, 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 reasonably necessary
to preserve any such claims and otherwise cooperate with the Lessees and give
such further assurances as are reasonably necessary or advisable to enable the
Lessees vigorously to pursue such claims.

Any amount payable to an Indemnitee pursuant to Section 7.1 or 7.2 shall
be paid to such Indemnitee promptly upon, but in no event later than thirty
(30) days after, 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.

If for any reason the indemnification provided for in Section 7.1 or 7.2
is unavailable to an Indemnitee or is insufficient to hold an Indemnitee
harmless, then each Lessee agrees to contribute to the amount paid or payable
by such Indemnitee as a result of such loss, claim, damage or liability in such
proportion as is appropriate to reflect not only the relative benefits received
by such Indemnitee on the one hand and by the Lessees on the other hand but
also the relative fault of such Indemnitee as well as any other relevant
equitable considerations. It is expressly understood and agreed that the right
to contribution provided for herein shall survive

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the expiration or termination of and shall be separate and independent
from any other remedy under this Master Agreement, the Lease or any other
Operative Document.

SECTION 7.4 General Tax Indemnity.

(a) Tax Indemnity. Except as otherwise provided in this Section 7.4, each
Lessee, jointly and severally, shall pay on an After-Tax Basis, and on written
demand shall indemnify and hold each Tax Indemnitee harmless from and against,
any and all fees (including, without limitation, documentation, recording,
license and registration fees), taxes (including, without limitation, income,
gross receipts, sales, rental, use, turnover, value-added, property, excise and
stamp taxes), levies, imposts, duties, charges, assessments or withholdings of
any nature whatsoever, together with any penalties, fines or interest thereon
or additions thereto (any of the foregoing being referred to herein as Taxes
and individually as a Tax (for the purposes of this Section 7.4, the
definition of Taxes includes amounts imposed on, incurred by, or asserted
against each Tax Indemnitee as the result of any prohibited transaction, within
the meaning of Section 406 or 407 of ERISA or Section 4975(c) of the Code,
arising out of the transactions contemplated hereby or by any other Operative
Document)) imposed on or with respect to any Tax Indemnitee, any Lessee,
Concord, any Leased Property or any portion thereof or any Land, or any
sublessee or user thereof, by the United States or by any state or local
government or other taxing authority in the United States in connection with or
in any way relating to (i) the acquisition, financing, mortgaging,
construction, preparation, installation, inspection, delivery, non-delivery,
acceptance, rejection, purchase, ownership, possession, rental, lease,
sublease, maintenance, repair, storage, transfer of title, redelivery, use,
operation, condition, sale, return or other application or disposition of all
or any part of any Leased Property or the imposition of any Lien (or incurrence
of any liability to refund or pay over any amount as a result of any Lien)
thereon, (ii) Basic Rent or Supplemental Rent or the receipts or earnings
arising from or received with respect to any Leased Property or any part
thereof, or any interest therein or any applications or dispositions thereof,
(iii) any other amount paid or payable pursuant to the Notes or any other
Operative Documents, (iv) any Leased Property, any Land or any part thereof or
any interest therein (including, without limitation, all assessments payable in
respect thereof, including, without limitation, all assessments noted on the
related Title Policy), (v) all or any of the Operative Documents, any other
documents contemplated thereby, any amendments and supplements thereto, and
(vi) otherwise with respect to or in connection with the transactions
contemplated by the Operative Documents. Notwithstanding the foregoing, during
the Construction Term for any Construction Land Interest, (i) the Lessees shall
only be obligated to indemnify the Lessor with respect to Taxes related to such
Construction Land Interest, (ii) Lessor hereby indemnifies the other Tax
Indemnitees (as defined in clause (ii) of the definition thereof) for such
Taxes, to the extent that Lessor receives payment therefor from any Lessee or
the Construction Agent and (iii) subject to the terms and conditions of this
Master Agreement, property taxes with respect to such Construction Land
Interest will be funded with the proceeds of Advances.

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(b) Exclusions from
General Tax Indemnity. Section 7.4(a) shall not apply
to:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) Taxes
on, based on, or measured by or with respect to net income
of the Lessor, the Agent and the Lenders (including, without limitation,
minimum Taxes, capital gains Taxes, Taxes on or measured by items of tax
preference or alternative minimum Taxes) other than (A) any such Taxes
that are, or are in the nature of, sales, use, license, rental or
property Taxes, and (B) withholding Taxes imposed by the United States or
any state in which Leased Property is located (i) on payments with
respect to the Notes, to the extent imposed by reason of a change in
Applicable Law occurring after the Initial Closing Date or (ii) on Rent,
to the extent the net payment of Rent after deduction of such withholding
Taxes would be less than amounts currently payable with respect to the
Funded Amounts;                                                                                                                                                                                                                                        
|
| | (ii) Taxes on, based on or in the nature of or measured by Taxes on
doing business, business privilege, franchise, capital, capital stock,
net worth, bank shares or mercantile license or similar Taxes, other than
(A) any increase in such Taxes imposed on such Tax Indemnitee by any
state in which Leased Property is located, net of any decrease in such
taxes realized by such Tax Indemnitee, to the extent that such tax
increase would not have occurred if on each Funding Date the Lessor and
the Lenders had advanced funds to a Lessee or the Construction Agent in
the form of loans secured by the Leased Property in an amount equal to
the Funded Amounts funded on such Funding Date, with debt service for
such loans equal to the Basic Rent payable on each Payment Date and a
principal balance at the maturity of such loans in a total amount equal
to the Funded Amounts at the end of the Lease Term, or (B) any Taxes that
are or are in the nature of sales, use, rental, license or property Taxes
relating to any Leased Property;
|
| | (iii) Taxes that are based on, or measured by, the fees or other
compensation received by a Person acting as Agent (in its individual
capacities) or any Affiliate of any thereof for acting as trustee under
the Loan Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (iv) Taxes that result from any act, event or omission, or are
attributable to any period of time, that occurs after the earlier of (A)
the expiration of the Lease Term with respect to any Leased Property and,
if such Leased Property is required to be returned to the Lessor in
accordance with the Lease, such return and (B) the discharge in full of
the Lessees obligations to pay the Lease Balance, or any amount
determined by reference thereto, with respect to any Leased Property and
all other amounts due under the Lease, unless such Taxes relate to acts,
events or matters occurring prior to the earlier of such times or are
imposed on or with respect to any payments due under the Operative
Documents after such expiration or discharge;                                                                                                                                                                                                                                                                                            
|
| | (v) Taxes imposed on a Tax Indemnitee that result from any voluntary
sale, assignment, transfer or other disposition or bankruptcy by such Tax                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Indemnitee or any related Tax Indemnitee of any interest in any
Leased Property or any part thereof, or any interest therein or any
interest or obligation arising under the Operative Documents, or from any
sale, assignment, transfer or other disposition of any interest in such
Tax Indemnitee or any related Tax Indemnitee, it being understood that
each of the following shall not be considered a voluntary sale: (A) any
substitution, replacement or removal of any of the Leased Property by any
Lessee, (B) any sale or transfer resulting from the exercise by any
Lessee of any termination option, any purchase option or sale option, (C)
any sale or transfer while an Event of Default shall have occurred and be
continuing under the Lease, and (D) any sale or transfer resulting from
the Lessors exercise of remedies under the Lease;
|
| | (vi) any Tax which is being contested in accordance with the
provisions of Section 7.4(c), during the pendency of such contest;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (vii) any Tax that is imposed on a Tax Indemnitee as a result of
such Tax Indemnitees gross negligence or willful misconduct (other than
gross negligence or willful misconduct imputed to such Tax Indemnitee
solely by reason of its interest in any Leased Property);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (viii) to the extent any interest, penalties or additions to tax
result in whole or in part from the failure of a Tax Indemnitee to file a
return that it is required to file in a proper and timely manner, unless
such failure (A) results from the transactions contemplated by the
Operative Documents in circumstances where a Lessee did not give timely
notice to such Tax Indemnitee (and such Tax Indemnitee otherwise had no
actual knowledge) of such filing requirement that would have permitted a
proper and timely filing of such return, or (B) results from the failure
of Lessee to supply information necessary for the proper and timely
filing of such return of such Tax that was not in the possession of such
Tax Indemnitee;                                                                                                            
|
| | (ix) as to Lessor, any Tax that results from the breach by the
Lessor of its representation and warranty made in Section 4.3(g) or as to
any Lender the breach of such Lender of its representation and warranty
made in Section 4.4(b); and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (x) any Tax that results from a Tax Indemnitee engaging, with
respect to a Leased Property, in transactions other than those permitted
by the Operative Documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

(c) Contests. If any claim shall be made against any Tax Indemnitee or if
any proceeding shall be commenced against any Tax Indemnitee (including a
written notice of such proceeding) for any Taxes as to which the Lessees may
have an indemnity obligation pursuant to Section 7.4, or if any Tax Indemnitee
shall determine that any Taxes as to which the Lessees may have an indemnity
obligation pursuant to Section 7.4 may be payable, such Tax Indemnitee shall
promptly notify Concord. Concord shall be entitled, at its expense, to

44



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participate in, and, to the extent that Concord desires to, assume and
control the defense thereof; provided, however, that Concord shall have
acknowledged in writing its and each Lessees obligation to fully indemnify
such Tax Indemnitee in respect of such action, suit or proceeding if the
contest is unsuccessful; and, provided further, that Concord shall not be
entitled to assume and control the defense of any such action, suit or
proceeding (but the Tax Indemnitee shall then contest, at the sole cost and
expense of Concord and such other Lessees, on behalf of Concord with
representatives reasonably satisfactory to Concord) if and to the extent that,
(A) in the reasonable opinion of such Tax Indemnitee, such action, suit or
proceeding (x) involves any meaningful risk of imposition of criminal liability
or any material risk of material civil liability on such Tax Indemnitee or (y)
will involve a material risk of the sale, forfeiture or loss of, or the
creation of any Lien (other than a Permitted Lien) on any Leased Property or
any part thereof unless a Lessee shall have posted a bond or other security
reasonably satisfactory to the relevant Tax Indemnitees in respect to such
risk, (B) such proceeding involves Claims not fully indemnified by the Lessees
which Concord and the Tax Indemnitee have been unable to sever from the
indemnified claim(s), (C) an Event of Default has occurred and is continuing,
(D) such action, suit or proceeding involves matters which extend beyond or are
unrelated to the Transaction and if determined adversely could be materially
detrimental to the interests of such Tax Indemnitee notwithstanding
indemnification by the Lessees or (E) such action, suit or proceeding involves
the federal or any state income tax liability of the Tax Indemnitee not
indemnified by the Lessees. With respect to any contests controlled by a Tax
Indemnitee, (i) if such contest relates to the federal or any state income tax
liability of such Tax Indemnitee, such Tax Indemnitee shall be required to
conduct such contest only if Concord shall have provided to such Tax Indemnitee
an opinion of independent tax counsel selected by the Tax Indemnitee and
reasonably satisfactory to Concord stating that a reasonable basis exists to
contest such claim or (ii) in the case of an appeal of an adverse determination
of any contest relating to any Taxes, an opinion of such counsel to the effect
that such appeal is more likely than not to be successful, provided, however,
such Tax Indemnitee shall in no event be required to appeal an adverse
determination to the United States Supreme Court. The Tax Indemnitee may
participate in a reasonable manner at its own expense and with its own counsel
in any proceeding conducted by Concord in accordance with the foregoing.

Each Tax Indemnitee shall, at the Lessees expense, supply Concord with
such information and documents in such Tax Indemnitees possession as are
reasonably requested by Concord and are necessary or advisable for Concord to
participate in any action, suit or proceeding to the extent permitted by this
Section 7.4. Unless an Event of Default shall have occurred and be continuing,
no Tax Indemnitee shall enter into any settlement or other compromise with
respect to any Claim which is entitled to be indemnified under this Section 7.4
without the prior written consent of Concord, which consent shall not be
unreasonably withheld, unless such Tax Indemnitee waives its right to be
indemnified under this Section 7.4 with respect to such Claim.

Notwithstanding anything contained herein to the contrary, (i) a Tax
Indemnitee will not be required to contest (and no Lessee shall be permitted to
contest except on its own behalf) a claim with respect to the imposition of any
Tax if such Tax Indemnitee shall waive its right to

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indemnification under this Section 7.4 with respect to such claim (and any
related claim with respect to other taxable years the contest of which is
precluded as a result of such waiver) and (ii) no Tax Indemnitee shall be
required to contest any claim if the subject matter thereof shall be of a
continuing nature and shall have previously been decided adversely, unless
Concord shall have provided to such Tax Indemnitee an opinion of Tax
Indemnitees counsel selected by the Tax Indemnitee and reasonably satisfactory
to Concord stating that a reasonable basis exists to contest such claim in
light of such adverse decision. Each Tax Indemnitee and Concord shall consult
in good faith with each other regarding the conduct of such contest controlled
by either.

(d) Reimbursement for Tax Savings. If (x) a Tax Indemnitee shall obtain a
credit or refund of any Taxes paid by any Lessee pursuant to this Section 7.4
or (y) by reason of the incurrence or imposition of any Tax for which a Tax
Indemnitee is indemnified hereunder or any payment made to or for the account
of such Tax Indemnitee by any Lessee pursuant to this Section 7.4, such Tax
Indemnitee at any time realizes a reduction in any Taxes for which the Lessees
are not required to indemnify such Tax Indemnitee pursuant to this Section 7.4,
which reduction in Taxes was not taken into account in computing such payment
by any Lessee to or for the account of such Tax Indemnitee, then such Tax
Indemnitee shall promptly pay to Concord (xx) the amount of such credit or
refund, together with the amount of any interest received by such Tax
Indemnitee on account of such credit or refund or (yy) an amount equal to such
reduction in Taxes, as the case may be; provided that so long as an Event of
Default shall have occurred and be continuing such payment shall be made to the
Agent and applied to the amounts owing by the Lessees under the Operative
Documents pursuant to Section 3.5 of the Loan Agreement) and, provided,
further, that the amount payable to Concord by any Tax Indemnitee pursuant to
this Section 7.4(d) shall not at any time exceed the aggregate amount of all
indemnity payments made by such Lessees under this Section 7.4 to such Tax
Indemnitee with respect to the Taxes which gave rise to the credit or refund or
with respect to the Tax which gave rise to the reduction in Taxes less the
amount of all prior payments made to Concord by such Tax Indemnitee under this
Section 7.4(d). Each Tax Indemnitee agrees to act in good faith to claim such
refunds and other available Tax benefits, and take such other actions as may be
reasonable to minimize any payment due from the Lessees pursuant to this
Section 7.4. The disallowance or reduction of any credit, refund or other tax
savings with respect to which a Tax Indemnitee has made a payment to the
Lessees under this Section 7.4(d) shall be treated as a Tax for which the
Lessees are obligated to indemnify such Tax Indemnitee hereunder without regard
to Section 7.4(b) hereof.

(e) Payments. Any Tax indemnifiable under this Section 7.4 shall be paid
by a Lessee directly when due to the applicable taxing authority if direct
payment is practicable and permitted. If direct payment to the applicable
taxing authority is not permitted or is otherwise not made, any amount payable
to a Tax Indemnitee pursuant to Section 7.4 shall be paid within thirty (30)
days after receipt of a written demand therefor from such Tax Indemnitee
accompanied by a written statement describing in reasonable detail the amount
so payable, but not before the date that the relevant Taxes are due. Any
payments made pursuant to Section 7.4 shall be made to the Tax Indemnitee
entitled thereto or Concord, as the case may be, in

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immediately available funds at such bank or to such account as specified
by the payee in written directions to the payor, or, if no such direction shall
have been given, by check of the payor payable to the order of the payee by
certified mail, postage prepaid at its address as set forth in this Master
Agreement. Upon the request of any Tax Indemnitee with respect to a Tax that
the Lessees are required to pay, Concord shall furnish to such Tax Indemnitee
the original or a certified copy of a receipt for a Lessees payment of such
Tax or such other evidence of payment as is reasonably acceptable to such Tax
Indemnitee.

(f) Reports. If any Lessee knows of any report, return or statement
required to be filed with respect to any Taxes that are subject to
indemnification under this Section 7.4, such Lessee shall, if such Lessee is
permitted by Applicable Law, timely file such report, return or statement (and,
to the extent permitted by law, show ownership of the applicable Leased
Property in such Lessee); provided, however, that if such Lessee is not
permitted by Applicable Law or does not have access to the information required
to file any such report, return or statement, such Lessee will promptly so
notify the appropriate Tax Indemnitee, in which case Tax Indemnitee will file
such report. In any case in which the Tax Indemnitee will file any such
report, return or statement, the related Lessee shall, upon written request of
such Tax Indemnitee, prepare such report, return or statement for filing by
such Tax Indemnitee or, if such Tax Indemnitee so requests, provide such Tax
Indemnitee with such information as is reasonably available to such Lessee.

(g) Verification. At Concords request, the amount of any indemnity
payment by a Lessee or any payment by a Tax Indemnitee to a Lessee pursuant to
this Section 7.4 shall be verified and certified by an independent public
accounting firm selected by Concord and reasonably acceptable to the Tax
Indemnitee. Unless such verification shall disclose an error in a Lessees
favor of 5% or more of the related indemnity payment, the costs of such
verification shall be borne by Concord. In no event shall any Lessee have the
right to review the Tax Indemnitees tax returns or receive any other
confidential information from the Tax Indemnitee in connection with such
verification. The Tax Indemnitee agrees to cooperate with the independent
public accounting firm performing the verification and to supply such firm with
all information reasonably necessary to permit it to accomplish such
verification, provided that the information provided to such firm by such Tax
Indemnitee shall be for its confidential use. The parties agree that the sole
responsibility of the independent public accounting firm shall be to verify the
amount of a payment pursuant to this Master Agreement and that matters of
interpretation of this Master Agreement are not within the scope of the
independent accounting firms responsibilities.

SECTION 7.5 Increased Costs, etc.

(a) Circumstances Affecting LIBOR Rate Availability. If with respect to
any Rent Period applicable to a LIBOR Advance the Agent or any Funding Party
(after consultation with the Agent) shall determine that, by reason of
circumstances affecting the interbank markets generally, deposits in
eurodollars, in the applicable amounts are not being

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quoted via Telerate Page 3750 or offered to the Agent for such Rent
Period, then the Agent shall forthwith give notice thereof to Concord.
Thereafter, until the Agent notifies Concord that such circumstances no longer
exist, the obligation of the Funding Parties to make LIBOR Advances and the
right of Lessee to convert any Funding to or continue any Funding as a LIBOR
Advance shall be suspended, and the Lessees shall repay in full (or cause to be
repaid in full) the then outstanding principal amount of each such LIBOR
Advances together with accrued interest thereon on the last day of the then
current Rent Period applicable to such LIBOR Advance or convert the then
outstanding principal amount of each such LIBOR Advance to a Base Rate Advance
as of the last day of such Rent Period.

(b) Laws Affecting LIBOR Rate Availability. If, after the date hereof,
the introduction of, or any change in, any Applicable Law 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 Funding Party (or any of their respective Lending
Offices) with any request or directive (whether or not having the force of law)
of any such Governmental Authority, central bank or comparable agency, shall
make it unlawful or impossible for any of such Funding Party (or any of their
respective Lending Offices) to honor its obligations hereunder to make or
maintain any LIBOR Advance, such Funding Party shall promptly give notice
thereof to the Agent and the Agent shall promptly give notice to the Lessee and
the other Funding Parties. Thereafter, until the Agent notifies Concord that
such circumstances no longer exist, (i) the obligations of such Funding Party
to make LIBOR Advances and the right of Concord to convert such Funding Partys
portion of any Funding or continue such Funding Partys portion of any Funding
as a LIBOR Advances shall be suspended and thereafter Concord may select only
Base Rate Advances hereunder with respect to such portion, and (ii) if any of
the Funding Parties may not lawfully continue to maintain a LIBOR Advance to
the end of the then current Rent Period applicable thereto as a LIBOR Advance,
the applicable LIBOR Advance shall immediately be converted to a Base Rate
Advance for the remainder of such Rent Period.

(c) Increased Costs. If, after the date hereof, the introduction of, or
any change in, any Applicable Law, or 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
of the Funding Parties (or any of their respective Lending Offices) with any
request or directive (whether or not having the force of law) of such
Governmental Authority, central bank or comparable agency:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) shall subject any of the Funding Parties (or any of their
respective Lending Offices) to any tax, duty or other charge with respect
to any Note or any Funding or shall change the basis of taxation of
payments to any of the Funding Parties (or any of their respective
Lending Offices) of the principal of or interest on any Note or Invested
Amount or any other amounts due under this Master Agreement with respect
thereto (except for changes in the rate of tax on the overall net income
of any of the Funding Parties or any of their respective Lending Offices
imposed by the jurisdiction in which

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | such Funding Party is organized or is or should be qualified to do
business or such Lending Office is located); or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (ii) shall impose, modify or deem applicable any reserve (including,
without limitation, any imposed by the Board of Governors of the Federal
Reserve System, but excluding any reserve requirement included in the
calculation of the LIBOR Rate), special deposit, insurance or capital or
similar requirement against assets of, deposits with or for the account
of, or credit extended by any of the Funding Parties (or any of their
respective Lending Offices) or shall impose on any of the Funding Parties
(or any of their respective Lending Offices) or the interbank markets any
other condition affecting any Note or Funding;

and the result of any of the foregoing is to increase the costs to any of the
Funding Parties of maintaining any LIBOR Advance or issuing or (subject to
Section 6.2(d)(viii)) participating in any Funding or to reduce the yield or
amount of any sum received or receivable by any of the Funding Parties under
any of the Operative Documents in respect of a LIBOR Advance, then such Funding
Party shall promptly notify the Agent, and the Agent shall promptly notify
Concord of such fact and demand compensation therefor and, within fifteen (15)
days after such notice by the Agent, the Lessees shall pay to such Funding
Party such additional amount or amounts as will compensate such Funding Party
or Funding Parties for such increased cost or reduction, provided that such
Funding Party is generally imposing similar charges on its other similarly
situated lessees or borrowers. The Agent will promptly notify Concord of any
event of which it has knowledge which will entitle a Funding Party to
compensation pursuant to this Section 7.5(c); provided that the Agent shall
incur no liability whatsoever to the Funding Parties or any Lessee in the event
it fails in good faith to do so. The amount of such compensation shall be
determined by the applicable Funding Party in good faith based upon the
assumption that such Funding Party funded its LIBOR Advances in the London
interbank market and using any reasonable attribution or averaging methods
which such Funding Party deems appropriate and practical. A certificate of
such Funding Party setting forth the basis for determining such amount or
amounts necessary to compensate such Funding Party shall be forwarded to
Concord through the Agent and shall be conclusively presumed to be correct in
the absence of manifest error.

(d) Indemnity. The Lessees, jointly and severally, hereby indemnifies
each of the Funding Parties against any loss or expense which may arise or be
attributable to such Funding Partys obtaining, liquidating or employing
deposits or other funds acquired to effect, fund or maintain any Funding (a) as
a consequence of any failure by any Lessee to make any payment when due of any
amount due under the Operative Documents in connection with a LIBOR Advance,
(b) due to any failure of any Lessee or the Construction Agent to accept the
proceeds of a funding on a date specified therefor in a Funding Request or a
Rent Period Notice or (c) due to any payment, prepayment or conversion of any
LIBOR Advance on a date other than the last day of the Rent Period therefor.
The amount of such loss or expense shall be determined by the applicable
Funding Party in good faith based upon the assumption that such Funding Party
funded its LIBOR Advances in the London interbank market and using any
reasonable attribution

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or averaging methods which such Funding Party deems appropriate and
practical. A certificate of such Funding Party setting forth the basis for
determining such amount or amounts necessary to compensate such Funding Party
shall be forwarded to Concord through the Agent and shall be conclusively
presumed to be correct in the absence of manifest error.

(e) Capital Requirements. If either (a) the introduction of, or any
change in, or in the interpretation of, any Applicable Law or (b) compliance
with any guideline or request from any central bank or comparable agency or
other Governmental Authority (whether or not having the force of law), has or
would have the effect of reducing the rate of return on the capital of, or has
affected or would affect the amount of capital required to be maintained by,
any Funding Party or any corporation controlling such Funding Party as a
consequence of, or with reference to the Commitments or Fundings and other
commitments or fundings of this type, below the rate which the Funding Party or
such other corporation could have achieved but for such introduction, change or
compliance, then within five (5) Business Days after written demand by any such
Funding Party, the Lessees shall pay to such Funding Party from time to time as
specified by such Funding Party additional amounts sufficient to compensate
such Funding Party or other corporation for such reduction, provided that such
Funding Party is generally imposing similar charges on its other similarly
situated lessees or borrowers. A certificate as to such amounts submitted to
Concord and the Agent by such Funding Party, shall, in the absence of manifest
error, be presumed to be correct and binding for all purposes.

(f) Payments Free and Clear. Any and all payments by a Lessee hereunder
or under the Lease shall be made free and clear of and without deduction for
any and all present or future taxes, levies, imposts, deductions, charges or
withholding, and all liabilities with respect thereto, excluding, (i) in the
case of each Funding Party and the Agent, income and franchise taxes imposed by
the jurisdiction under the laws of which such Funding Party or the Agent, as
the case may be, is organized or is or should be qualified to do business or
any political subdivision thereof, (ii) in the case of each Funding Party,
income and franchise taxes imposed by the jurisdiction of such Funding Partys
Lending Office or any political subdivision thereof, (iii) in the case of each
Funding Party, income and franchise taxes payable solely as a result of such
Funding Partys failure to comply with Section 7.5(j) and (iv) in the case of
each Funding Party, income and franchise taxes imposed by any other
jurisdiction to which taxes such Funding Party would be subject even if such
Funding Party had not entered into the transactions contemplated by the
Operative Documents (all such non-excluded taxes, levies, imposts, deductions,
charges, withholdings and liabilities being hereinafter referred to as
Withholding Taxes). If any Lessee shall be required by law to deduct any
Withholding Taxes from or in respect of any sum payable hereunder or under the
Lease to any Funding Party or the Agent, (A) the sum payable shall be increased
as may be necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section 7.5(j))
such Funding Party or the Agent, as the case may be, receives an amount equal
to the amount such party would have received had no such deductions been made,
(B) the related Lessee shall make such deductions, (C) the related Lessee shall
pay the full amount deducted to the relevant taxing authority or other
authority in accordance with applicable law, and (D) the related Lessee

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shall deliver to the Agent evidence of such payment to the relevant taxing
authority or other authority in the manner provided in Section 7.5(i).

(g) Stamp and Other Taxes. In addition, the Lessees shall pay any present
or future stamp, registration, recordation or documentary taxes or any other
similar fees or charges or excise or property taxes, levies of the United
States or any state or political subdivision thereof or any applicable foreign
jurisdiction which arise from any payment made hereunder or from the execution,
delivery or registration of, or otherwise with respect to this Master
Agreement, the Loans, the other Operative Documents, or the perfection of any
rights or security interest in respect thereto (hereinafter referred to as
Other Taxes).

(h) Indemnity. The Lessees, jointly and severally, shall indemnify each
Funding Party and the Agent for the full amount of Withholding Taxes and Other
Taxes (including, without limitation, any Withholding Taxes and Other Taxes
imposed by any jurisdiction on amounts payable under this Section 7.5) paid by
such Funding Party or the Agent, as the case may be, and any liability
(including penalties, interest and expenses) arising therefrom or with respect
thereto, whether or not such Withholding Taxes or Other Taxes were correctly or
legally asserted. Such indemnification shall be made within thirty (30) days
from the date such Funding Party or the Agent, as the case may be, makes
written demand therefor. In the event that Lessee has indemnified a Funding
Party or the Agent for the full amount of any Withholding Taxes or Other Taxes
as required hereby, such Lessee shall have the right, at its sole cost and
expense, to contest the validity of such Withholding Taxes or Other Taxes by
appropriate proceedings, to seek a refund with respect thereto and to receive
and retain any such refund obtained for its own account.

(i) Evidence of Payment. Within thirty (30) days after the date of any
payment of Withholding Taxes or Other Taxes, the related Lessee shall furnish
to the Agent, the original or a certified copy of a receipt evidencing payment
thereof or other evidence of payment satisfactory to the Agent.

(j) Delivery of Tax Forms. Each Funding Party organized under the laws of
a jurisdiction other than the United States or any state thereof shall deliver
to Concord, with a copy to the Agent, on the Initial Closing Date or
concurrently with the delivery of the relevant Assignment and Acceptance, as
applicable, (i) two United States Internal Revenue Service Form W-8BEN or
W-8ECI, as applicable (or successor forms) properly completed and certifying in
each case that such Funding Party is entitled to a complete exemption from
withholding or deduction for or on account of any United States federal income
taxes, and (ii) an Internal Revenue Service Form W-9 or successor applicable
form, as the case may be, to establish an exemption from United States backup
withholding taxes. Each such Funding Party further agrees to deliver to the
Lessee, with a copy to the Agent, a Form W-8BEN or W-8ECI and Form W-9, or
successor applicable forms or manner of certification, as the case may be, on
or before the date that any such form expires or becomes obsolete or after the
occurrence of any event requiring a change in the most recent form previously
delivered by it to Concord, certifying in the

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case of a Form W-8BEN or W-8ECI that such Funding Party is entitled to
receive payments under the Operative Documents without deduction or withholding
of any United States federal income taxes (unless in any such case an event
(including without limitation any change in treaty, law or regulation) has
occurred prior to the date on which any such delivery would otherwise be
required which renders such forms inapplicable or the exemption to which such
forms relate unavailable and such Funding Party notifies Concord and the Agent
that it is not entitled to receive payments without deduction or withholding of
United States federal income taxes) and, in the case of a Form W-9,
establishing an exemption from United States backup withholding tax.

(k) Survival. Without prejudice to the survival of any other agreement of
any Lessee hereunder, the agreements and obligations of the Lessees contained
in this Section 7.5 shall survive the payment in full of the obligations of the
Lessees and the termination of the Lease.

(l) Mitigation. If a Lessee is required to pay additional amounts to or
for the account of any Funding Party pursuant to this Section 7.5, then such
Funding Party shall change the jurisdiction or location of its Lending Office
if, in the reasonable judgment of such Funding Party, such change (i) will
eliminate or, if it is not possible to eliminate, will reduce to the greatest
extent possible any such additional amounts which may thereafter accrue, and
(ii) is not otherwise disadvantageous to such Funding Party. In addition, any
Funding Party claiming any indemnity payment or additional amounts pursuant to
this Section 7.5 shall use reasonable efforts (consistent with legal and
regulatory restrictions) to file any certificate or document reasonably
requested in writing by Concord if the making of such a filing would avoid the
need for or reduce the amount of any such indemnity payment or additional
amounts that may thereafter accrue and would not, in the sole determination of
such Funding Party, be otherwise disadvantageous to such Funding Party.

(m) Limitations During Construction Term. During the Construction Term,
(i) the Lessees shall only be required to indemnify and make payments to the
Lessor under this Section 7.5, (ii) the Lessor hereby indemnifies and agrees to
make payments to the Lenders to the extent that any Lender would have been
entitled to the benefits of this Section 7.5 but for the provisions of clause
(i) above, provided that the Lessors obligations pursuant to this paragraph
shall be limited as provided in Section 4.2 of the Loan Agreement and (iii)
amounts payable pursuant to this Section 7.5 shall be paid with Advances,
subject to the terms and conditions of this Master Agreement.

SECTION 7.6 End of Term Indemnity. In the event that at the end of the
Lease Term for the Leased Properties: (i) the related Lessee elects the option
set forth in Section 14.6 of the Lease with respect to any Leased Property, and
(ii) after the Lessor receives the sales proceeds from the remarketed Leased
Properties under Section 14.6 or 14.7 of the Lease, together with Lessees
payment of the Recourse Deficiency Amount with respect to such Leased
Properties, the Lessor shall not have received the entire aggregate Leased
Property Balances of the remarketing

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Leased Properties, then, within 90 days after the end of the Lease Term,
the Lessor or the Agent may obtain, at Lessees sole cost and expense, a report
from the Appraiser (or, if the Appraiser is not available, another appraiser
reasonably satisfactory to the Lessor or the Agent, as the case may be, and
approved by Concord, such approval not to be unreasonably withheld) in form and
substance reasonably satisfactory to the Lessor and the Agent (the Report) to
establish the reason for any decline in value of the remarketed Leased
Properties from the aggregate Leased Property Balances thereof. The Lessees,
jointly and severally, shall promptly reimburse the Lessor for the amount equal
to such decline in value to the extent that the Report indicates that such
decline was due to extraordinary wear and tear, excessive usage or damage.
Nothing in this Section 7.6 shall limit Lessors rights and remedies against
any Lessee with respect to any violation of, or default under, the Lease or any
other Operative Documents by such Lessee.

ARTICLE VIII
MISCELLANEOUS

SECTION 8.1 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 Master Agreement and any of
the Operative Documents, the transfer of any Land to the Lessor as provided
herein (and shall not be merged into any Deed), any disposition of any interest
of the Lessor in any Leased Property, the purchase and sale of the Notes,
payment therefor and any disposition thereof and shall be and continue in
effect notwithstanding any investigation made by any party hereto or to any of
the other Operative Documents and the fact that any such party may waive
compliance with any of the other terms, provisions or conditions of any of the
Operative Documents.

SECTION 8.2 Notices. Unless otherwise specified herein, all notices,
requests, demands or other communications to or upon the respective parties
hereto shall be addressed to such parties at the addresses therefor as set
forth in Schedule 8.2, or such other address as any such party shall specify to
the other parties hereto in a written notice complying with this Section 8.2,
and shall be deemed to have been given (i) the Business Day after being sent,
if sent by overnight courier service marked for next Business Day delivery;
(ii) the Business Day received, if sent by messenger; (iii) the day sent, if
sent by facsimile and confirmed electronically or otherwise during business
hours of a Business Day (or on the next Business Day if otherwise sent by
facsimile and confirmed electronically or otherwise); or (iv) three Business
Days after being sent, if sent by registered or certified mail, postage
prepaid.

SECTION 8.3 Counterparts. This Master Agreement may be executed by the
parties hereto in separate counterparts (including by facsimile), 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.

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SECTION 8.4 Amendments. No Operative Document nor any of the terms
thereof may be terminated, amended, supplemented, waived or modified with
respect to Concord, any other Lessee or any Funding Party, except (a) in the
case of a termination, amendment, supplement, waiver or modification to be
binding on the Lessees, with the written agreement or consent of the Lessees
and (b) in the case of a termination, amendment, supplement, waiver or
modification to be binding on the Funding Parties, with the written agreement
or consent of the Required Funding Parties; provided, however, that



| |                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (x) notwithstanding the foregoing provisions of this Section 8.4 or
clause (y) below, the consent of each Funding Party affected thereby
shall be required for any amendment, modification or waiver directly:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) modifying any of the provisions of this Section 8.4,
changing the definition of Required Funding Parties or Required
Lenders, or increasing the Commitment of such Funding Party;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (ii) amending, modifying, waiving or supplementing any of the
provisions of Section 3 of the Loan Agreement or the
representations of such Funding Party in Section 4.2 or 4.3 or the
covenants of such Funding Party in Section 6 of this Master
Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | (iii) reducing any amount payable to such Funding Party under
the Operative Documents or extending the time for payment of any
such amount, including, without limitation, any Rent, any Funded
Amount, any fees, any indemnity, any Leased Property Balance, the
Lease Balance, any Funding Party Balance, the Recourse Deficiency
Amount, interest or Yield; or                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (iv) consenting to any assignment of the Lease (unless such
assignment is permitted pursuant to the Lease) or the extension of
the Lease Term, releasing any of the collateral assigned to the
Agent and the Lenders pursuant to any Mortgage and any Assignment
of Lease and Rents (but excluding a release of any rights that the
Lenders may have in any Leased Property, or the proceeds thereof as
contemplated in the definition of Release Date), releasing any
Lessee from its obligations in respect of the payments of Rent and
the Lease Balance, releasing Concord from its obligations under the
Guaranty Agreement or any other Operative Document or changing the
absolute and unconditional character of any such obligation; and



| |                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (y) no such termination, amendment, supplement, waiver or
modification shall, without the written agreement or consent of the
Lessor, the Agent and the Required Lenders, be made to the Lease or any
Security Agreement and Assignment; and

54



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##### 





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (z) subject to the foregoing clauses (x) and (y), so long as no
Event of Default has occurred and is continuing, the Lessor, the Agent
and the Lenders may not amend, supplement, waive or modify any terms of
the Loan Agreement, the Notes, the Mortgages and the Assignments of Lease
and Rents without the consent of Concord (such consent not to be
unreasonably withheld or delayed); provided that in no event may any
Operative Document be amended so as to increase the obligations of
Concord or any other Lessee, or deprive Concord or any other Lessee of
any rights thereunder, without the written consent of Concord and such
Lessee.

Each of the Agent and each Lender, severally and not jointly, acknowledge the
provisions of, and agree to be bound by, Article II and Section 17.3 of the
Lease, and all parties to ths Master Agreement agree that the Lessees shall be
third party beneficiaries of Section 3 of the Loan Agreement.

SECTION 8.5 Headings, etc. The Table of Contents and headings of the
various Articles and Sections of this Master Agreement are for convenience of
reference only and shall not modify, define, expand or limit any of the terms
or provisions hereof.

SECTION 8.6 Parties in Interest. Except as expressly provided herein,
none of the provisions of this Master Agreement is intended for the benefit of
any Person except the parties hereto and their respective successors and
permitted assigns.

SECTION 8.7 GOVERNING LAW. THIS MASTER AGREEMENT HAS BEEN DELIVERED
IN, AND SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF GEORGIA APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE, INCLUDING ALL MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE.

SECTION 8.8 Expenses. Whether or not the transactions herein
contemplated are consummated, the Lessees, jointly and severally, agrees to
pay, as Supplemental Rent, all actual, reasonable and documented out-of-pocket
costs and expenses of the Lessor, the Agent and the Lenders in connection with
the preparation, execution and delivery of any amendment, waiver or consent
relating thereto (including, without limitation, the reasonable fees and
disbursements of Mayer, Brown, Rowe & Maw) and of the Lessor, the Agent and the
Lenders in connection with the enforcement of the Operative Documents and the
documents and instruments referred to therein (including, without limitation,
the reasonable fees actually incurred and disbursements of counsel for the
Lessor, the Agent and the Lenders); provided that nothing in this Section 8.8
shall be interpreted to require any Lessee to pay the fees and expenses of any
participant, or in connection with any participations, described in Section
6.2(c). All actual, reasonable and documented out-of-pocket costs and expenses
of the Lessor, the Agent and the Lenders in connection with the preparation,
execution and delivery of the Operative Documents and the documents and
instruments referred to therein (including, without limitation, the

55



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##### 



reasonable fees and disbursements of Mayer, Brown, Rowe & Maw) shall be
paid with the proceeds of Advances. All references in the Operative Documents
to attorneys fees or reasonable attorneys fees shall mean reasonable
attorneys fees actually incurred, without regard to any statutory definition
thereof.

SECTION 8.9 Severability. Any provision of this Master 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 8.10 Liabilities of the Funding Parties: Sharing of Payments.
(a) No Funding Party shall have any obligation to any other Funding Party or
to the Guarantor or any Lessee with respect to the transactions contemplated by
the Operative Documents except those obligations of such Funding Party
expressly set forth in the Operative Documents or except as set forth in the
instruments delivered in connection therewith, and no Funding Party 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. No
Lender shall have any obligation or duty to Concord or any other Lessee, any
other Funding Parties or any other Person with respect to the transactions
contemplated hereby except to the extent of the obligations and duties
expressly set forth in this Master Agreement or the Loan Agreement.

(b) If any Funding Party shall obtain any payment (whether voluntary or
involuntary, or through the exercise of any right of set-off or otherwise) on
account of the Advances made by it in excess of its ratable share of payments
on account of the Advances obtained by all the Funding Parties, such Funding
Parties shall forthwith purchase from the other Funding Parties such
participations in the Advances owed to them as shall be necessary to cause such
purchasing Funding Party to share the excess payment ratably with each of them,
provided, however, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Funding Party, such purchase from
each Funding Party shall be rescinded and such Funding Party shall repay to the
purchasing Funding Party the purchase price to the extent of such Funding
Partys ratable share (according to the proportion of (i) the amount of the
participation purchased from such Funding Party as a result of such excess
payment to (ii) the total amount of such excess payment) of such recovery
together with an amount equal to such Funding Partys ratable share (according
to the proportion of (i) the amount of such Funding Partys required repayment
to (ii) the total amount so recovered from the purchasing Funding Party) of any
interest or other amount paid or payable by the purchasing Funding Party in
respect of the total amount so recovered. Each Funding Party agrees that any
Funding Party so purchasing a participation from another Funding Party pursuant
to this Section 8.10 may, to the fullest extent permitted by law, exercise all
its rights of payment (including the right of set-off) with respect to such
participation as fully as if such Funding Party were the direct creditor of
such Funding Party in the amount of such participation.

56



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(c) Non-Receipt of Funds by the Agent. Unless a Lender notifies the
Agent prior to the date on which it is scheduled to make payment to the Agent
of the proceeds of a Loan that it does not intend to make such payment, the
Agent may assume that such payment has been made. The Agent may, but shall not
be obligated to, make the amount of such payment available to the intended
recipient in reliance upon such assumption. If such Lender has not in fact
made such payment to the Agent, the recipient of such payment shall, on demand
by the Agent, repay to the Agent the amount so made available together with
interest thereon in respect of each day during the period commencing on the
date such amount was so made available by the Agent until the date the Agent
recovers such amount at a rate per annum equal to the Federal Funds Rate for
such day (or, if such amount has not been repaid within two or more Business
Days, at the Base Rate for such day).

SECTION 8.11 Submission to Jurisdiction; Waivers. Each party hereto
hereby irrevocably and unconditionally:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) submits for itself and its property in any legal action or
proceeding relating to this Master Agreement or any other Operative
Document, or for recognition and enforcement of any judgment in respect
thereof, to the non-exclusive general jurisdiction of the Courts of the
State of Georgia sitting in Fulton County, the courts of the United
States of America for the Northern District of Georgia, and appellate
courts from any thereof;
|
| | (ii) consents that any such action or proceedings may be brought to
such courts, and waives any objection that it may now or hereafter have
to the venue of any such action or proceeding in any court or that such
action or proceeding was brought in an inconvenient court and agrees not
to plead or claim the same; and                                                                                                                         
|
| | (iii) agrees that nothing herein shall affect the right to effect
service of process in any manner permitted by law.                                                                                                                                                                                                                                                                                                                                 

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS MASTER
AGREEMENT, ANY OTHER OPERATIVE DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY.

SECTION 8.12 Liabilities of the Agent. The Agent shall have no duty,
liability or obligation to any party to this Master Agreement with respect to
the transactions contemplated hereby except those duties, liabilities or
obligations expressly set forth in this Master Agreement or the Loan Agreement,
and any such duty, liability or obligations of the Agent shall be as expressly
limited by this Master Agreement or the Loan Agreement, as the case may be.
All parties to this Master Agreement acknowledge that the Agent is not, and
will not be, performing any due diligence with respect to documents and
information received pursuant to this Master Agreement or any other Operative
Agreement including, without limitation, any Environmental

57



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##### 



Audit, Title Policy or survey; it being understood that if the Funding
Parties make a Funding on a Closing Date, unless otherwise expressly stated in
writing, the conditions precedent to such Funding shall be deemed to have been
satisfied. Except as expressly qualified herein, the acceptance by the Agent
of any such document or information shall not constitute a waiver by any
Funding Party of any representation or warranty of Concord or any other Lessee
even if such document or information indicates that any such representation or
warranty is untrue.

58



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



| | CONCORD EFS, INC.,
as the Guarantor and as a Lessee
| | ---------------------------------------------------



| | By: /s/ E. T. Haslam
Name Printed: Edward T. Haslam
Title: Chief Financial Officer
| | ----------------------------------------------------------------------------------

MASTER
AGREEMENT

S-1




---



##### 





| | ELECTRONIC PAYMENT SERVICES, INC.
as a Subsidiary Guarantor
| | -----------------------------------------------------------



| | By: /s/ E. T. Haslam
Name Printed: Edward T. Haslam
Title: Chief Financial Officer
| | ----------------------------------------------------------------------------------

MASTER
AGREEMENT

S-2




---



##### 





| | STAR SYSTEMS, LLC, as a Subsidiary
Guarantor
| | --------------------------------------------



| | By: Concord EFS, Inc., its sole member
| | --------------------------------------



| | By: /s/ E. T. Haslam
Name Printed: Edward T. Haslam
Title: Chief Financial Officer
| | ----------------------------------------------------------------------------------

MASTER
AGREEMENT

S-3




---



##### 





| | BUYPASS CORPORATION, as a Subsidiary
Guarantor
| | ----------------------------------------------



| | By: /s/ E. T. Haslam
Name Printed: Edward T. Haslam
Title: Chief Financial Officer
| | ----------------------------------------------------------------------------------

MASTER
AGREEMENT

S-4




---



##### 





| | EPSF CORPORATION, as a Subsidiary Guarantor
| | -------------------------------------------



| | By: /s/ E. T. Haslam
Name Printed: Edward T. Haslam
Title: Chief Financial Officer
| | ----------------------------------------------------------------------------------

MASTER
AGREEMENT

S-5




---



##### 





| | MONEY ACCESS SERVICE, INC., as a Subsidiary
Guarantor
| | -----------------------------------------------------



| | By: /s/ E. T. Haslam
Name Printed: Edward T. Haslam
Title: Chief Financial Officer
| | ----------------------------------------------------------------------------------

MASTER
AGREEMENT

S-6




---



##### 





| | MAS INCO CORPORATION, as a Subsidiary
Guarantor
| | -----------------------------------------------



| | By: /s/ E. T. Haslam
Name Printed: Edward T. Haslam
Title: Chief Financial Officer
| | ----------------------------------------------------------------------------------

MASTER
AGREEMENT

S-7




---



##### 





| | STAR SYSTEMS, INC., as a Subsidiary
Guarantor
| | ---------------------------------------------



| | By: /s/ E. T. Haslam
Name Printed: Edward T. Haslam
Title: Chief Financial Officer
| | ----------------------------------------------------------------------------------

MASTER
AGREEMENT

S-8




---



##### 





| | STAR NETWORKS, INC., as a Subsidiary
Guarantor
| | ----------------------------------------------



| | By: /s/ E. T. Haslam
Name Printed: Edward T. Haslam
Title: Chief Financial Officer
| | ----------------------------------------------------------------------------------

MASTER
AGREEMENT

S-9




---



##### 





| | STAR SYSTEMS ASSETS, INC., as a Subsidiary
Guarantor
| | ----------------------------------------------------



| | By: /s/ E. T. Haslam
Name Printed: Edward T. Haslam
Title: Chief Financial Officer
| | ----------------------------------------------------------------------------------

MASTER
AGREEMENT

S-10




---



##### 





| | ATLANTIC FINANCIAL GROUP, LTD., as Lessor
| | -----------------------------------------



| | By: Atlantic Financial Managers, Inc., its
General Partner
| | ----------------------------------------------------------



| | By:/s/ Stephen Brookshire
Name Printed: Stephen Brookshire
Title: President
| | ---------------------------------------------------------------------------

MASTER
AGREEMENT

S-11




---



##### 





| | SUNTRUST BANK, as Agent and as a Lender
| | ---------------------------------------



| | By: /s/ Bryan W. Ford
Name Printed: Bryan W. Ford
Title: Director
| | -----------------------------------------------------------------

MASTER
AGREEMENT

S-12




---



##### 



SCHEDULE 2.2

AMOUNT OF EACH FUNDING PARTYS COMMITMENT

|                               |               |   |           |            |  
|------------------------------ | ------------- | - | --------- | ---------- | -
|Lessor Commitment Percentage:  |               |   | 11.5      | %         
|                              
|                              
|                              
|                              
|Lessor Commitment:             |               | $ | 6,325,000 |           
|                              
|                              
|                              
|                              
|Lender Commitment Percentages: |               |   |           |           
|                              
|                              
|                              
|                              
|                               | SunTrust Bank |   |           | 88.5       | %
|                              
|                              
|                              
|                              
|Lender Commitments:            |               |   |           |           
|                              
|                              
|                              
|                              
|                               | SunTrust Bank |   | $         | 48,675,000 |  





---



##### 



SCHEDULE 8.2

ADDRESSES FOR NOTICES

|                  |  |                 |  |                                                                                                                                                                           
|----------------- |  | --------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Concord:          |  |                 |  | Concord EFS, Inc.
1000 Carr Road
Washington, Delaware 19809
Attn: Mr. Edward T. Haslam and          Marcia
Heister, Esq.
Facsimile: 302-791-8764          and
302-791-8762
|                 
|                 
|                 
|                 
|                  |  | with a copy to: |  |                                                                                                                                                                           
|                 
|                 
|                 
|                 
|                  |  |                 |  |                                                                                                                                                                           
|                 
|                 
|                 
|                 
|                  |  |                 |  | Dechert
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania 19103
Attn: Glenn D. Blumenfeld, Esq.
Facsimile: 215-994-2222                                
|                 
|                 
|                 
|                 
|                  |  |                 |  |                                                                                                                                                                           
|                 
|                 
|                 
|                 
|Lessor:           |  |                 |  | Atlantic Financial Group, Ltd.
2808 Fairmount
Suite 250
Dallas, Texas 75201
Attn: Stephen Brookshire
Facsimile: 214/871-2799                                              
|                 
|                 
|                 
|                 
|                  |  |                 |  |                                                                                                                                                                           
|                 
|                 
|                 
|                 
|Lender and Agent: |  |                 |  | SunTrust Bank
6410 Poplar Avenue
Suite 320
Memphis, Tennessee 38119
Attn: Bryan Ford
Facsimile: 901/766-7565                                                              
|                 
|                 
|                 
|                 
|                  |  |                 |  |                                                                                                                                                                           
|                 
|                 
|                 
|                 
|                  |  | with a copy to: |  | SunTrust Capital Markets, Inc.
303 Peachtree Street, 24th Floor
Mail Code 3951
Atlanta, Georgia 30308
Attn: Peter Kantor
Facsimile: 404/230-1344                          





---



##### 



APPENDIX A
to
Master Agreement, Lease,
Loan Agreement and Construction Agency Agreement

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;                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (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, supplemented 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 or Requirement of Law means such
Applicable Law or Requirement of 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 or
Requirement of 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, paragraph or other provision of such
Operative Document;                                                                                                                                                                                                                                                                                                                                                   





---



##### 





| |                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------
| | (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, all terms of an accounting character used in the Operative
Documents shall be interpreted, all accounting determinations under the
Operative Documents shall be made, and all financial statements required to be
delivered under the Master Agreement shall be prepared, in accordance with
GAAP.

C.     Conflict in Operative Documents. If there is any conflict between any
Operative Documents, each 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 Master 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 any Operative Document 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.

1998 Lease means the Lease Agreement, dated as of May 22, 1998, between
Electronic Payment Services, Inc. and the Lessor.

2000 Lease means the Master Lease Agreement, dated as of November 15,
2000, among Electronic Payment Services, Inc., the other Subsidiaries of
Concord party thereto and the Lessor.

A Loan means the A Percentage of Fundings made pursuant to the Loan
Agreement and the Master Agreement.

A Note is defined in Section 2.2 of the Loan Agreement.

A Percentage means 83.5%.

Acquisition Related Special Charges for any fiscal quarter means charges
to income related specifically to acquisitions by Concord and its Subsidiaries
accounted for during such

2



---



##### 



fiscal quarter, it being understood that Acquisition Related Special
Charges shall not include write-downs of goodwill, other charges related to
future performance and costs and accruals for restructuring or accrual charges
of Concord or any restructuring or accrual charges of Concord or any of its
Subsidiaries for its operations that are not specifically related to such
acquisition.

Acquisition Related Special Gains for any fiscal quarter means gains
arising from any write-up of assets resulting from acquisitions, earnings of
any Person acquired realized by such Person prior to the acquisition and any
gain resulting from extraordinary or non-recurring items resulting from
acquisitions, in each case realized by Concord or any of its Subsidiaries
during such fiscal quarter.

Address means with respect to any Person, its address set forth in
Schedule 8.2 to the Master Agreement or such other address as it shall have
identified to the parties to the Master Agreement in writing in the manner
provided for the giving of notices thereunder.

Adjusted LIBO Rate means, with respect to each Rent Period for a LIBOR
Advance, the rate obtained by dividing (A) LIBOR for such Rent Period by (B) a
percentage equal to 1 minus the then stated maximum rate (stated as a decimal)
of all reserves requirements (including, without limitation, any marginal,
emergency, supplemental, special or other reserves) applicable to any member
bank of the Federal Reserve System in respect of Eurocurrency liabilities as
defined in Regulation D (or against any successor category of liabilities as
defined in Regulation D).

Adjusted Net Income for any fiscal quarter means the Consolidated Net
Income (or Deficit) for such fiscal quarter adjusted to eliminate any and all
Acquisition Related Special Charges and Acquisition Related Special Gains for
such fiscal quarter.

Advance means a LIBOR Advance or a Base Rate Advance.

Affiliate of any Person means any other Person directly or indirectly
controlling, controlled by, or under common control with, such Person, whether
through the ownership of voting securities, by contract or otherwise. For
purposes of this definition, control (including with correlative meanings,
the terms controlling, controlled by, and under common control with) as
applied to any Person, means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of that
Person.

After-Tax Basis means (a) with respect to any payment to be received by
an Indemnitee (which, for purposes of this definition, shall include any Tax
Indemnitee), the amount of such payment supplemented by a further payment or
payments so that, after deducting from such payments the amount of all Taxes
(net of any current credits, deductions or other Tax benefits arising from the
payment by the Indemnitee of any amount, including Taxes, for which the payment
to be received is made) imposed currently on the Indemnitee by any Governmental
Authority or taxing authority with respect to such payments, the balance of
such payments shall

3



---



##### 



be equal to the original payment to be received and (b) with respect to
any payment to be made by any Indemnitee, the amount of such payment
supplemented by a further payment or payments so that, after increasing such
payment by the amount of any current credits or other Tax benefits realized by
the Indemnitee under the laws of any Governmental Authority or taxing authority
resulting from the making of such payments, the sum of such payments (net of
such credits or benefits) shall be equal to the original payment to be made;
provided, however, for the purposes of this definition, and for purposes of any
payment to be made to either a Lessee or an Indemnitee on an after-tax basis,
it shall be assumed that (i) federal, state and local taxes are payable at the
highest combined marginal federal and state statutory income tax rate (taking
into account the deductibility of state income taxes for federal income tax
purposes) applicable to corporations from time to time and (ii) such Indemnitee
or such Lessee has sufficient income to utilize any deductions, credits (other
than foreign tax credits, the use of which shall be determined on an actual
basis) and other Tax benefits arising from any payments described in clause (b)
of this definition.

Agent means SunTrust Bank, a Georgia banking corporation, in its
capacity as agent under the Master Agreement and the Loan Agreement.

Agents Fee Letter means the Agents Fee Letter, dated as of July 12,
2002, between the Agent and Concord.

Alterations means, with respect to any Leased Property, fixtures,
alterations, improvements, modifications and additions to such Leased Property.

Applicable Law means all applicable laws (including Environmental Laws),
rules, regulations (including proposed, temporary and final income tax
regulations), statutes, treaties, codes, ordinances, permits, certificates,
orders and licenses of and interpretations by, any Governmental Authority, and
applicable judgments, decrees, injunctions, writs, orders or like action of any
court, arbitrator or other administrative, judicial or quasi-judicial tribunal
or agency of competent jurisdiction (including those pertaining to health,
safety or the environment (including, without limitation, wetlands) and those
pertaining to the construction, use or occupancy of any Leased Property).

Applicable Margin means (i) 0 for Base Rate Advances and (ii) for LIBOR
Advances, (A) 0.50%, if the Funded Debt to Tangible Capitalization Ratio for
the most recently ended fiscal quarter is less than 15%, (B) 0.75%, if the
Funded Debt to Tangible Capitalization Ratio for the most recently ended fiscal
quarter is equal to or greater than 15%, but less than 25%, (C) 1.00%, if the
Funded Debt to Tangible Capitalization Ratio for the most recently ended fiscal
quarter is equal to or greater than 25%.

Appraisal is defined in Section 3.1 of the Master Agreement.

Appraiser means an MAI appraiser reasonably satisfactory to the Agent.

4



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##### 



Architect means with respect to any Leased Property the architect
engaged in connection with the construction of the related Building, if any,
who may be an employee of the General Contractor for such Leased Property.

Architects Agreement means, with respect to any Leased Property, the
architectural services agreement, if any, between the Construction Agent (or a
Lessee) and the related Architect.

Assignment and Assumption means an assignment and assumption agreement,
substantially in the form of Exhibit F to the Master Agreement.

Assignment of Lease and Rents means, with respect to any Leased
Property, the Assignment of Lease and Rents, dated as of the related Closing
Date, from the Lessor to the Agent, substantially in the form of Exhibit B to
the Master Agreement.

Authority means a development or similar authority of any state, county
or municipality that is an issuer of Bonds.

Award means any award or payment received by or payable to the Lessor or
a Lessee on account of any Condemnation or Event of Taking (less the actual
costs, fees and expenses, including reasonable attorneys fees, incurred in the
collection thereof, for which the Person incurring the same shall be reimbursed
from such award or payment).

B Loan means the B Percentage of Fundings made pursuant to the Loan
Agreement and the Master Agreement.

B Note is defined in Section 2.2 of the Loan Agreement.

B Percentage means 5.0%.

Banking Agency means any Governmental Authority charged with the
regulation of financial institutions.

Bankruptcy Code means the Bankruptcy Reform Act of 1978, as amended.

Base Rate means (with any change in the Base Rate to be effective as of
the date of change of either of the following rates) the higher of (i) the rate
which the Agent publicly announces from time to time as its prime lending rate,
as in effect from time to time, and (ii) the Federal Funds Rate, as in effect
from time to time, plus one-half of one percent (0.50%) per annum. The Agents
prime lending rate is a reference rate and does not necessarily represent the
lowest or best rate actually charged to customers; the Agent may make
commercial loans or other

5



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loans at rates of interest at, above or below the Agents prime lending
rate. The Base Rate is determined daily.

Base Rate Advance means that portion of the Funded Amount bearing
interest at the Base Rate.

Base Term means, with respect to any Leased Property, (a) the period
commencing on the related Closing Date and ending on July 12, 2009 or (b) such
shorter period as may result from earlier termination of the Lease as provided
therein.

Basic Rent means the rent payable pursuant to Section 3.1 of the Lease,
determined in accordance with the following: each installment of Basic Rent
payable on any Payment Date shall be in an amount equal to the sum of (A) the
aggregate amount of Lender Basic Rent payable on such Payment Date, plus (B)
the aggregate amount of Lessor Basic Rent payable on such Payment Date, in each
case for the Leased Property or Properties that are then subject to the Lease.

Benefit Arrangement means at any time an employee benefit plan within
the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer
Plan and which is maintained or otherwise contributed to by any member of the
ERISA Group.

Board means the Board of Governors of the Federal Reserve System and any
successor thereto or to the functions thereof.

Board of Directors, with respect to a corporation, means either the
Board of Directors or any duly authorized committee of that Board which
pursuant to the by-laws of such corporation has the same authority as that
Board as to the matter at issue.

Bonds means industrial revenue or development bonds issued by a state,
county or municipal authority in connection with any Leased Property.

Building means, with respect to any Leased Property, the buildings,
structures and improvements located or to be located on the related Land, along
with all fixtures used or useful in connection with the operation of such
Leased Property, including, without limitation, all furnaces, boilers,
compressors, elevators, fittings, pipings, connectives, conduits, ducts,
partitions, equipment and apparatus of every kind and description now or
hereafter affixed or attached to the Building, equipment, if any, financed by
the Lessor and/or the Lenders and all Alterations (including all restorations,
repairs, replacements and rebuilding of such buildings, improvements and
structures) thereto (but in each case excluding trade fixtures and Lessee
Equipment).

Business Day means any day other than a Saturday, Sunday or other day on
which banks are required or authorized to be closed for business in Atlanta,
Georgia and, if the

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applicable Business Day relates to a LIBOR Advance, on which trading is
not carried on by and between banks in the London interbank market.

Capitalized Leases means leases under which any Obligor is the lessee or
obligor, the discounted future rental payment obligations under which are
capitalized or are required to be capitalized on the balance sheet of the
lessee or obligor in accordance with GAAP.

Cash Collateral Account is defined in Section 2.6 of the Master
Agreement.

Cash Collateral Trustee is defined in Section 2.6 of the Master
Agreement.

Casualty means an event of damage or casualty relating to all or part of
any Leased Property that does not constitute an Event of Loss.

Claims means liabilities, obligations, damages, losses, demands,
penalties, fines, claims, actions, suits, judgments, proceedings, settlements,
utility charges, costs, expenses and disbursements (including, without
limitation, reasonable legal fees and expenses) of any kind and nature
whatsoever.

Closing Date means with respect to each parcel of Land, the date on
which (i) such Land is acquired by the Lessor pursuant to a Purchase Agreement
or such Land is leased to the Lessor pursuant to a Ground Lease and (ii) the
initial Funding occurs with respect to such Land under the Master Agreement.

Code or Tax Code means the Internal Revenue Code of 1986, as amended.

Commitment means as to each Funding Party, its obligation to make
Fundings as investments in each Leased Property (in the case of the Lessor), or
to make Loans to the Lessor (in the case of the Lenders), in an aggregate
amount not to exceed at any one time outstanding the amount set forth for such
Funding Party on Schedule 2.2 to the Master Agreement (as it may be adjusted
from time to time pursuant to Section 6 of the Master Agreement).

Commitment Fee is defined in Section 2.2(h) of the Master Agreement.

Commitment Fee Percentage means (i) 0.10%, if the Funded Debt to
Tangible Capitalization Ratio for the most recently ended fiscal quarter is
less than 15%, (ii) 0.15%, if the Funded Debt to Tangible Capitalization Ratio
for the most recently ended fiscal quarter is equal to or greater than 15%, but
less than 25%, and (iii) 0.20%, if the Funded Debt to Tangible Capitalization
Ratio for the most recently ended fiscal quarter is equal to or greater than
25%.

Commitment Percentage means as to any Funding Party, at a particular
time, the percentage of the aggregate Commitments in effect at such time
represented by such Funding Partys Commitment, as such percentage is shown for
such Funding Party on Schedule 2.2 to the

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Master Agreement (as it may be adjusted from time to time pursuant to
Section 6 of the Master Agreement).

Completion Date with respect to any Leased Property means the Business
Day on which the conditions specified in Section 3.5 of the Master Agreement
have been satisfied or waived with respect to such Leased Property.

Concord means Concord EFS, Inc., a Delaware corporation.

Condemnation means any condemnation, requisition, confiscation, seizure
or other taking or sale of the use, occupancy or title to any Leased Property
or any part thereof in, by or on account of any actual eminent domain
proceeding or other action by any Governmental Authority or other Person under
the power of eminent domain or any transfer in lieu of or in anticipation
thereof, which in any case does not constitute an Event of Taking. A
Condemnation shall be deemed to have occurred on the earliest of the dates
that use is prevented or occupancy or title is taken.

Consolidated or consolidated means, with reference to any term defined
herein, shall mean that term as applied to the accounts of Concord and its
Subsidiaries, consolidated in accordance with GAAP.

Consolidated EBITR means with respect to any fiscal period, the result
(determined with respect to the same period and without duplication) of the
following: (a) Consolidated Net Income (or Deficit); plus (b) all taxes
included as an expense of Concord and its Subsidiaries in the determination of
Consolidated Net Income (or Deficit); plus (c) interest included as an expense
of Concord and its Subsidiaries in the determination of Consolidated Net Income
(or Deficit); plus (d) all Rents included as an expense of Concord and its
Subsidiaries in the determination of Consolidated Net Income (or Deficit).

Consolidated Net Income (or Deficit) means with respect to any fiscal
period, the consolidated net income (or deficit) of Concord and its
Subsidiaries, after deduction of all expenses, taxes, and other proper charges,
determined in accordance with GAAP.

Consolidated Tangible Net Worth means, at any date the sum of capital
surplus, earned surplus and capital stock, minus deferred charges (including,
but not limited to, unamortized debt discount and expense, organization
expenses and development expenses), intangibles and treasury stock of Concord
and its consolidated Subsidiaries, all determined as of such date in accordance
with GAAP.

Construction means, with respect to any Leased Property, the
construction of the related Building pursuant to the related Plans and
Specifications.

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Construction Agency Agreement means the Construction Agency Agreement,
dated as of July 12, 2002, between Concord and the Lessor.

Construction Agency Event of Default is defined in Section 5.1 of the
Construction Agency Agreement.

Construction Agent means Concord in its capacity as construction agent
pursuant to the Construction Agency Agreement.

Construction Budget is defined in Section 2.4 of the Construction Agency
Agreement.

Construction Commencement Date is defined in Section 2.3 of the
Construction Agency Agreement.

Construction Conditions means the conditions set forth in Section 3.5 of
the Master Agreement.

Construction Contract means, with respect to any Leased Property, that
certain construction contract, if any, between a Lessee or the Construction
Agent and a General Contractor for the Construction of the related Building,
provided that such contract shall be assigned to the Lessor, and such
assignment shall be consented to by such General Contractor, pursuant to an
assignment of such construction contract substantially in the form of the
Security Agreement and Assignment set forth as Exhibit C to the Master
Agreement.

Construction Costs with respect to any Leased Property means the
acquisition cost of the related Land, all costs incurred in connection with the
design, development and construction of the Building on the related Land, as
well as the costs of excavating, grading, landscaping and other work undertaken
to prepare the Land for construction of a Building, the purchase price of all
Funded Equipment related to such Leased Property and all other fees, costs and
expenses incurred in connection with the acquisition, development and
construction of such Leased Property, including all interest on the Loans and
Yield in the Lessors Invested Amount related to such Leased Property accrued
during the Construction Term therefor, planning, engineering, development,
architects, consultants, brokers, attorneys and accountants fees,
appraisal costs, survey costs, insurance costs, transaction costs, demolition
costs, permitting costs, costs for title insurance and other soft costs related
to such Leased Property.

Construction Failure Payment means, with respect to any Leased Property
and as of any date of calculation, an amount equal to (i) 100% of the related
Land Acquisition Cost, plus (ii) 89.9% of an amount equal to the costs of
acquiring any Building located on the related Land as of the Closing Date
therefor, plus the Construction Costs (exclusive of Land Acquisition Cost) that
are capitalizable in accordance with GAAP as construction costs incurred as of
such date of calculation or incurred by the Agent or any of the Funding Parties
after the occurrence of a Construction Agency Event of Default, minus Force
Majeure Losses related to such Leased Property.

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Construction Force Majeure Declaration is defined in Section 3.4 of the
Construction Agency Agreement.

Construction Force Majeure Event means, with respect to any Leased
Property:



| | (a) |  | an act of God arising after the related Closing Date, or                                                                                              
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | any change in any Applicable Law arising after such Closing
Date and relating to the use of the Land or the construction of a
Building on the Land, or
|
| | (c) |  | strikes, lockouts, labor troubles, unavailability of
materials, riots, insurrections or other causes beyond a Lessees
control                        

which prevents the Construction Agent from completing the Construction prior to
the Scheduled Construction Termination Date and which could not have been
avoided or which cannot be remedied by the Construction Agent through the
exercise of all commercially reasonable efforts or the expenditure of funds
and, in the case of (b) above, the existence or potentiality of which was not
known to and could not have been discovered prior to such Closing Date through
the exercise of reasonable due diligence by the Construction Agent.

Construction Land Interest means each parcel of Land, including any
Building or portion thereof thereon, for which the Completion Date has not yet
occurred.

Construction Term means, with respect to any Leased Property, the period
commencing on the related Closing Date and ending on the related Construction
Term Expiration Date, or such shorter period as may result from earlier
termination of the Lease as provided therein.

Construction Term Expiration Date means, with respect to any Leased
Property, the earliest of the following:



| | (a) |  | the related Completion Date,                                             
| | --- |  | -------------------------------------------------------------------------
|
| | (b) |  | the date on which the aggregate Funded Amounts equal the
Commitments, and
|
| | (c) |  | the related Scheduled Construction Termination Date.                     

Contractual Obligation, as applied to any Person, means any provision of
any Securities issued by that Person or any indenture, mortgage, deed of trust,
contract, undertaking, agreement, instrument or other document to which that
Person is a party or by which it or any of its properties is bound or to which
it or any of its properties is subject (including, without limitation, any
restrictive covenant affecting any of the properties of such Person).

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Covered Administrative Action means any adverse administrative action
against or involving EPS or any Subsidiary with respect to their respective
business, operations or condition, including without limitation any (i)
commitment letter, memorandum of understanding, notice of undercapitalized
status or other requirement to submit a capital restoration plan or other
similar arrangement related to the capital adequacy of EPS or any Subsidiary,
(ii) supervisory agreement or other similar arrangement, (iii) notice of
charges, (iv) temporary order suspending deposit insurance, (v) notice of
intent to revoke deposit insurance, (vi) cease and desist order, (vii) order to
suspend or remove any institution-affiliated party (as defined in 12 U.S.C.
Section 1813(u)), (viii) notice of assessment of civil money penalties
(including against any institution-affiliated party (as so defined)), (ix)
directive, order, plan or material proposal relating to capital requirements,
(x) proposed or final directive to take prompt regulatory action, notice of
intention to reclassify, or order to dismiss a director or officer, (xi)
proposal to require, or order requiring, divestiture or liquidation of any
Subsidiary pursuant to 12 U.S.C. Section 1831o(f)(2)(I), (xii) proposed or
final order restricting the ability of EPS to make a capital distribution or
(xiii) similar administrative notice or action.

Deed means, with respect to any Land, a deed in the form customary in
the applicable jurisdiction, dated the applicable Closing Date, from the
applicable Seller to the Lessor, conveying such Land.

Default means any Event of Default or Potential Event of Default.

Derivatives Obligations of any Person means all obligations of such
Person in respect of any rate swap transaction, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap,
equity or equity index option, bond option, interest rate option, foreign
exchange transaction, cap transaction, floor transaction, collar transaction,
currency swap transaction, cross-currency rate swap transaction, currency
option or any other similar transaction (including any option with respect to
any of the foregoing transactions) or any combination of the foregoing
transactions.

Distribution means, with respect to any Person, the declaration or
payment of any dividend on or in respect of any shares of any class of capital
stock, other than (a) dividends payable solely in shares of common stock of
such Person and (b) the payment of cash in lieu of the distribution of
fractional shares in the event of any stock dividend or stock split; the
purchase, redemption, or other retirement of any shares of any class of capital
stock of such Person, directly or indirectly by such Person through a
Subsidiary of such Person or otherwise, unless such capital stock shall be
redeemed or reacquired through the exchange of such stock with stock of the
same class, and except for the redemption, repurchase, or acquisition of stock
of any Subsidiary by Concord; the return of capital by such Person to its
shareholders as such; or any other distribution (whether of such or other
property) on or in respect of any shares of any class of capital stock of such
Person.

Dollars and the sign $ means lawful money of the United States of
America.

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Eligible Assignee means a Person that at the time of any assignment is
(a) a commercial bank organized under the laws of the United States or any
state thereof or under the laws of a country which is a member of the
Organization for Economic Cooperation and Development, having combined capital
and surplus in excess of $500,000,000 or (b) a finance company, insurance
company or other financial institution which in the ordinary course of business
extends credit of the type extended hereunder and that has total assets in
excess of $1,000,000,000.

Engineer means, with respect to any Leased Property, the engineer
engaged in connection with the construction of the related Building, if any,
who may be an employee of the General Contractor for such Leased Property.

Engineers Agreement means, with respect to any Leased Property, the
engineering services agreement, if any, between the Construction Agent, in its
capacity as agent for Lessor, and the related Engineer.

Environment shall have the meaning set forth in 42 U.S.C. §9601(8) as
defined on the date of the Master Agreement, and Environmental shall mean
pertaining or relating to the Environment.

Environmental Audit means, with respect to each parcel of Land, a Phase
I Environmental Assessment, dated no more than 90 days prior to the related
Closing Date, by an environmental services firm satisfactory to the Funding
Parties and Concord.

Environmental Laws means and includes the Resource Conservation and
Recovery Act of 1976, (RCRA) 42 U.S.C. §§ 6901-6987, as amended by the
Hazardous and Solid Waste Amendments of 1984, the Comprehensive Environmental
Response, Compensation and Liability Act, as amended by the Superfund
Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601-9657, (CERCLA),
the Hazardous Materials Transportation Act of 1975, 49 U.S.C. §§ 1801-1812, the
Toxic Substances Control Act, 15 U.S.C. §§ 2601-2671, the Clean Air Act, 42
U.S.C. §§ 7401 et seq., the Federal Insecticide, Fungicide and Rodenticide Act,
7 U.S.C. §§ 136 et seq., and all similar federal, state and local environmental
laws, ordinances, rules, orders, statutes, decrees, judgments, injunctions,
codes and regulations, and any other federal, state or local laws, ordinances,
rules, codes and regulations, relating to the environment, human health or
natural resources or the regulation or control of or imposing liability or
standards of conduct concerning human health, the environment, Hazardous
Materials or the clean-up or other remediation of any Leased Property, or any
part thereof, as any of the foregoing may have been from time to time amended,
supplemented or supplanted.

EPS means Electronic Payment Services, Inc., a Delaware corporation.

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ERISA means the Employee Retirement Income Security Act of 1974, as
amended from time to time or any successor federal statute, and the regulations
promulgated and rulings issued thereunder.

ERISA Group means Concord, any Subsidiary and all members of a
controlled group of corporations and all trades and businesses (whether or not
incorporated) under common control which, together with Concord and any
Subsidiary, are treated as a single employer with Concord under Section 414 of
the Code.

ERISA Reportable Event means a reportable event (other than a reportable
event described in Subsections 4043(b)(2)-(4) and 4043(b)(6)-(9), which do not
require a thirty (30) day notice to the PBGC) with respect to a Guaranteed
Pension Plan within the meaning of Section 4043 of ERISA and the regulations
promulgated thereunder as to which the requirement of notice has not been
waived.

Event of Default means any event or condition designated as an Event of
Default in Article XII of the Lease.

Event of Loss is defined in Section 10.1 of the Lease.

Event of Taking is defined in Section 10.2 of the Lease.

Executive Officer means with respect to any Person, the Chief Executive
Officer, President, Vice Presidents (if elected by the Board of Directors of
such Person), Chief Financial Officer, Treasurer, Secretary and any Person
holding comparable offices or duties (if elected by the Board of Directors of
such Person).

Fair Market Sales Value means, with respect to any Leased Property or
any portion thereof, the fair market sales value as determined by an
independent appraiser chosen by the related Lessee and reasonably acceptable to
the Lessor and the Agent (unless an Event of Default has occurred and is
continuing, in which case the appraiser shall be chosen by the Agent), that
would be obtained in an arms-length transaction between an informed and
willing buyer (other than a lessee currently in possession) and an informed and
willing seller, under no compulsion, respectively, to buy or sell and neither
of which is related to the Lessor or any Lessee, for the purchase of such
Leased Property. Such fair market sales value shall be calculated as the value
for such Leased Property, assuming, in the determination of such fair market
sales value, that such Leased Property is in the condition and repair required
to be maintained by the terms of the Lease (unless such fair market sales value
is being determined for purposes of Section 13.1 of the Lease and except as
otherwise specifically provided in the Lease or the Master Agreement, in which
case this assumption shall not be made; it being understood that if such fair
market sales value is being determined for purposes of the Construction Agency
Agreement, such value shall be determined for the related Leased Property in
its then state of completion, but assuming that all construction had been done
in accordance with the standards required pursuant to the Construction Agency
Agreement).

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Fair Value of any Leased Property means the sum of (i) the Land
Acquisition Cost for such Leased Property, plus (ii) the cost of acquiring any
Building located on the related Land on the Closing Date for such Leased
Property and all Construction Costs for such Leased Property that are
capitalizable as construction costs in accordance with GAAP.

Federal Funds Rate means, for any period, a fluctuating interest rate
per annum equal for each day during such period to the weighted average of the
rates on overnight Federal funds transactions with member banks 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 the quotations for such day on
such transactions received by the Agent from three Federal funds brokers of
recognized standing selected by it.

Final Rent Payment Date with respect to any Leased Property is defined
in Section 13.1(e) of the Lease.

Fixed Charges means for any fiscal period, the sum of (i) the expenses
of Concord and its Subsidiaries for such period for interest payable with
respect to Indebtedness (including, without limitation, imputed interest on
Capitalized Leases) and all fees paid on account of or with respect thereto,
plus (ii) regularly scheduled principal payments made or required to be made on
account of Indebtedness (including, without limitation, Capitalized Leases) for
such period, plus (iii) Rents paid during such period, in each case determined
in accordance with GAAP.

Force Majeure Losses means, with respect to any Leased Property and as
of any date of calculation, the loss incurred by the Lessor in connection with
a Construction Force Majeure Event with respect to which a Construction Force
Majeure Declaration has been made, measured by the sum of (i) the lower of (A)
the insurance proceeds paid with respect thereto plus the related deductible
amount and (B) the reduction in Fair Market Sales Value of the Leased Property
as a result of the Construction Force Majeure Event as set forth in an
Appraisal, plus (ii) other direct costs incurred by the Lessor that the
Lessor has consented to in accordance with Section 3.4 of the Construction
Agency Agreement in connection with such Construction Force Majeure Event to
the extent such costs are not covered by insurance; provided that insurance
proceeds shall be used in such calculation only to the extent the event giving
rise to the loss can be remediated for an amount equal to the resulting
insurance proceeds plus the deductible; provided, further, that it is expressly
understood and agreed that Force Majeure Losses shall not include the costs of
repairing damage occasioned not as a result of the Construction Force Majeure
Event, but as a result of the Construction Agents failure to take all
reasonable steps to minimize the damages caused by such Construction Force
Majeure Event.

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Funded Amount means, as to the Lessor, the Lessors Invested Amounts
(excluding Yield thereon to the extent not capitalized pursuant to Section
2.3(c) of the Master Agreement), and, as to each Lender, the outstanding
principal amount of such Lenders Loans.

Funded Debt means at any time, an amount equal to the sum of the then
outstanding balances of (a) Capitalized Leases, plus (b) other Indebtedness for
borrowed money or other extensions of credit excluding the Net Investment Debt
Amount.

Funded Debt to Tangible Capitalization Ratio as of the last day of any
fiscal quarter means the ratio, referenced as a percentage, of (i) the Funded
Debt of Concord and its Subsidiaries, on a Consolidated basis, as of such day
to (ii) the sum of (A) the amount in clause (i), plus (B) the Consolidated
Tangible Net Worth as of such day.

Funded Equipment means equipment, furnishings and other personal
property that is located at or in a Leased Property and that has been financed
or purchased with the proceeds of Fundings.

Funding means any funding by the Funding Parties pursuant to Section 2.2
of the Master Agreement.

Funding Date means each Closing Date and each other date on which a
Funding occurs under Section 2 of the Master Agreement.

Funding Parties means the Lessor and the Lenders, collectively.

Funding Party Balance means, with respect to any Leased Property, (i)
for the Lessor as of any date of determination, an amount equal to the sum of
the outstanding related Lessors Invested Amount, all accrued and unpaid Yield
on such outstanding related Lessors Invested Amount, all unpaid related fees
owing to the Lessor under the Operative Documents, and all other related
amounts owing to the Lessor by the Lessees under the Operative Documents, and
(ii) for any Lender as of any date of determination, an amount equal to the sum
of the outstanding related Loans of such Lender, all accrued and unpaid
interest thereon, all unpaid related fees owing to such Lender under the
Operative Documents, and all other related amounts owing to such Lender by the
Lessees under the Operative Documents.

Funding Request is defined in Section 2.2 of the Master Agreement.

Funding Termination Date means the earlier of (i) July 12, 2004 and (ii)
the termination of the Commitments pursuant to Section 5.2 of the Loan
Agreement.

Future Value means, with respect to any component of the Limited
Recourse Value Percentage, the accreted value of such component as of the end
of the Basic Term or the date of calculation, respectively, that is giving
effect to the time value of money using the Implicit Rate.

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GAAP means principles that are (i) consistent with the principles
promulgated or adopted by the Financial Accounting Standards Board and its
predecessors, as in effect from time to time and (ii) consistently applied with
past financial statements of Concord adopting the same principles; provided
that in each case referred to in this definition of GAAP a certified public
accountant would, insofar as the use of such accounting principles impertinent,
be in a position to deliver an unqualified opinion (other than qualification
regarding changes in GAAP) as to financial statements in which such principles
have been properly applied.

General Partner means Atlantic Financial Managers, Inc., a Texas
corporation.

Governmental Action means all permits, authorizations, registrations,
consents, approvals, waivers, exceptions, variances, orders, judgments,
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
citings, environmental and operating permits and licenses that are required for
the use, occupancy, zoning and operation of any Leased 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.

Ground Lease means, with respect to any Land, the ground lease between
the related Ground Lessor and the Lessor pursuant to which a leasehold estate
is conveyed in the Land to the Lessor.

Ground Lessor means, as to any Land, the ground lessor of such Land.

Guarantor means Concord EFS, Inc., a Delaware corporation.

Guaranty Agreement means the Guaranty Agreement, dated as of July 12,
2002, issued by Concord.

Hazardous Material or Hazardous Substance means any substance, waste
or material which is toxic, explosive, corrosive, flammable, infectious,
radioactive, carcinogenic, mutagenic or otherwise hazardous, including
petroleum, crude oil or any fraction thereof, petroleum derivatives, by
products and other hydrocarbons, or which is or becomes regulated under any
Environmental Law by any Governmental Authority, including any agency,
department, commission, board or instrumentality of the United States, any
jurisdiction in which a Leased Property is located or any political subdivision
thereof and also including, without limitation, asbestos, urea formaldehyde
foam insulation, polychlorinated biphenyls (PCBs) and radon gas.

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IDB Documentation means the Bonds, each IDB Lease and all other
agreements, documents, contracts and instruments entered into in connection
with any Bonds or IDB Property.

IDB Lease means a lease between the Lessor and an Authority with respect
to a Leased Property.

IDB Property means each Leased Property that is the subject of Bonds.

Implicit Rate means 2.423% per annum.

Indebtedness means all obligations, contingent and otherwise, that in
accordance with GAAP should be classified upon the consolidated balance sheet
of Concord and its Subsidiaries as liabilities, or to which reference should be
made by footnotes thereto, including in any event and whether or not so
classified: (a) all obligations for borrowed money or other extensions of
credit whether or not secured or unsecured, absolute or contingent, including,
without limitation, unmatured reimbursement obligations with respect to letters
of credit or guarantees issued for the account of or on behalf of Concord and
its Subsidiaries, and all obligations representing the deferred purchase price
of property, other than accounts payable arising in the ordinary course of
business, (b) all obligations evidenced by bonds, notes, debentures or other
similar instruments; (c) all liabilities secured by any mortgage, pledge,
security interest, lien, charge, or other encumbrance existing on property
owned or acquired subject thereto, whether or not the liability secured thereby
shall have been assumed; (d) all guarantees, endorsements(other than
endorsements in the ordinary course of business of negotiable instruments or
documents for deposit or collection), indemnities owed to third parties and
other contingent obligations whether direct or indirect in respect of
indebtedness of others or otherwise, including any obligations with respect to
Derivative Obligations, any obligation to supply funds to or in any manner to
invest in, directly or indirectly, the debtor, to purchase indebtedness, or to
assure the owner of indebtedness against loss, through an agreement to purchase
goods, supplies, or services for the purpose of enabling the debtor to make
payment of the indebtedness held by such owner or otherwise, and the
obligations to reimburse the issuer in respect of any letters of credit; (e)
that portion of all obligations arising under Capital Leases that is required
to be capitalized on the consolidated balance sheet of Concord and its
Subsidiaries; and (f) all redeemable preferred stock of Concord or its
Subsidiaries valued at the greater of its voluntary or involuntary liquidation
preference plus accrued and unpaid dividends.

Indemnitee means SunTrust Bank, in its individual capacity and in its
capacity as Agent, and each Lender, and the Lessor, and their respective
Affiliates, successors, permitted assigns, permitted transferees, employees,
officers, directors and agents; provided, however, that in no event shall any
Lessee be an Indemnitee; provided, further that with respect to any
indemnification arising with respect to any Leased Property during the
Construction Period for such Leased Property, the Indemnitee shall only be the
Lessor (except as provided in Section 7.2 of the Master Agreement).

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Initial Closing Date means the Closing Date for the first Leased
Property acquired by the Lessor.

Joinder Agreement means an agreement substantially in the form of
Exhibit E to the Master Agreement pursuant to which a Subsidiary of Concord
shall become a Lessee.

Land means the land described in the related Lease Supplement.

Land Acquisition Costs with respect to any Leased Property means the
Funded Amounts advanced for the purpose of acquiring the related Land,
including any earnest money deposits and all other amounts payable under the
related Purchase Agreement, together with all interest and transaction expenses
allocated to Land Acquisition Costs and capitalizable as land acquisition costs
in accordance with GAAP.

Laws means all ordinances, statutes, rules, regulations, orders,
injunctions, writs, treaties or decrees of any Governmental Authority, or of
any court or similar entity established by any thereof.

Lease means the Master Lease Agreement, dated as of July 12, 2002
together with each Lease Supplement thereto, among the Lessees and the Lessor.

Lease Balance means, with respect to all of the Leased Properties, as of
any date of determination, an amount equal to the aggregate sum of the
outstanding Funded Amounts of all Funding Parties, all accrued and unpaid
interest on the Loans, all accrued and unpaid Yield on the Lessors Invested
Amounts, all unpaid fees owing to the Funding Parties under the Operative
Documents, all other amounts owing to the Funding Parties by the Lessees under
the Operative Documents.

Lease Supplement means a supplement to the Lease substantially in the
form of Exhibit A thereto.

Lease Term means (a) the Base Term, as it may be renewed pursuant to
Section 14.9 of the Lease or (b) such shorter period as may result from earlier
termination of the Lease as provided therein.

Lease Termination Date means the last day of the Lease Term.

Leased Property means Land and the related Building(s), including the
related Funded Equipment. For purposes of the Lease, Leased Property means
the Land identified in a Lease Supplement and the Buildings and Funded
Equipment related thereto, unless the context provides otherwise. Leased
Property shall not include any inventory of any Lessee or any Lessee

18



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Equipment. As used in this definition, related means such amounts
arising with respect to such Leased Property.

Leased Property Balance means, with respect to any Leased Property, as
of any date of determination, an amount equal to the aggregate sum of the
outstanding related Funded Amounts of all Funding Parties, all accrued and
unpaid interest on the related Loans, all accrued and unpaid Yield on the
related Lessor Invested Amounts, all related unpaid fees owing to the Funding
Parties under the Operative Documents, and all other amounts owing to the
Funding Parties by any Lessee under the Operative Documents with respect to
such Leased Property. As used in this definition, related means such amounts
arising with respect to such Leased Property.

Lender Basic Rent means, for any Rent Period under the Lease, the
aggregate amount of interest accrued on the Loans pursuant to Section 2.4 of
the Loan Agreement during such Rent Period.

Lenders means such financial institutions as are, or who may hereafter
become, parties to the Loan Agreement as lenders to the Lessor.

Lending Office for each Lender means the office such Lender designates
in writing from time to time to Concord and the Agent.

Lessee is defined in the preamble to the Master Agreement. The
related Lessee with respect to any Leased Property means the Lessee that is
party to the Lease Supplement for such Leased Property.

Lessee Equipment means equipment and other personalty not financed or
purchased with the proceeds of Fundings.

Lessor is defined in the preamble to the Master Agreement.

Lessor Basic Rent means, for any Rent Period under the Lease, the
aggregate amount of Yield accrued and unpaid on the Lessors Invested Amounts
pursuant to Section 2.3(a) of the Master Agreement during such Rent Period.

Lessor Liens means Liens on or against any Leased Property, the Lease,
any other Operative Document or any payment of Rent (a) which result from any
act or omission of, or any Claim against, the Lessor or any of its Affiliates
(including the General Partner) unrelated to the Transaction or from Lessors
failure to perform as required under the Operative Documents or (b) which
result from any Tax owed by the Lessor or any of its Affiliates (including the
General Partner), except any Tax for which a Lessee or Concord is obligated to
indemnify (including, without limitation, in the foregoing exception, any
assessments with respect to any Leased

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Property noted on the related Title Policy or assessed in connection with
any construction or development by a Lessee or the Construction Agent).

Lessor Rate is defined in the Lessor Yield Letter.

Lessor Yield Letter means the letter agreement, dated as of July 12,
2002, between Concord and the Lessor.

Lessors Invested Amount means the amounts funded by the Lessor pursuant
to Section 2 of the Master Agreement that are not proceeds of Loans by a
Lender, as such amount may be increased during the related Construction Term
pursuant to Section 2.3(c) of the Master Agreement.

LIBOR means, for any Rent Period, with respect to LIBOR Advances the
offered rate for deposits in U.S. Dollars, for a period comparable to the Rent
Period and in an amount comparable to such Advances, appearing on the Telerate
Screen Page 3750 as of 11:00 A.M. (London, England time) on the day that is two
London Business Days prior to the first day of the Rent Period. If two or more
of such rates appear on the Telerate Screen Page 3750, the rate for that Rent
Period shall be the arithmetic mean of such rates. If the foregoing rate is
unavailable from the Telerate Screen for any reason, then such rate shall be
determined by the Agent from the Reuters Screen LIBO Page or, if such rate is
also unavailable on such service, then on any other interest rate reporting
service of recognized standing designated in writing by the Agent to Concord
and the Funding Parties; in any such case rounded, if necessary, to the next
higher 1/100 of 1.0%, if the rate is not such a multiple.

LIBOR Advance means that portion of the Funded Amount bearing interest
at a rate based on the Adjusted LIBO Rate.

Lien means, with respect to any asset, any mortgage, deed to secure
debt, deed of trust, lien, pledge, charge, security interest, security title,
preferential arrangement which has the practical effect of constituting a
security interest or encumbrance, or encumbrance or servitude of any kind in
respect of such asset to secure or assure payment of indebtedness, whether by
consensual agreement or by operation of statute or other law, or by any
agreement, contingent or otherwise, to provide any of the foregoing.

Limited Event of Default means an Event of Default under (i) paragraph
(e), (j), (k) or (m) of Article XII of the Lease, solely if the breach of the
related covenant, representation or warranty was based on (A) paragraph (e) of
Article XII of the 1998 Lease or Section 5.3(b), 5.4, 5.6 or 5.14 of the Master
Agreement (as defined in the 1998 Lease) or (B) a subjective interpretation of
the term diligently, reasonable, reasonably, practical, necessary,
adequate, usually, desirable, reasonably likely, material,
materially, Material Adverse Effect, materially adversely affect,
material adverse change, materially and adversely affects, material
adverse effect, adverse, adversely, substantial, or

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substantially, or any Event of Default based solely on the subjective
interpretation of any term (1) that gives rise to a cross default under
paragraph (e) of Article XII or (2) in any covenant, representation or Event of
Default added to the Operative Documents pursuant to the terms of Section 5.6
of the Master Agreement; provided, however, if the Event of Default, covenant
or representation or warranty relates to the use of the Leased Property, then
such Event of Default, covenant or representation or warranty will not be
deemed a Limited Event of Default, (ii) paragraph (f) of Article XII of the
Lease solely if such breach is based on a subjective interpretation of
Solvent or (iii) paragraph (l) of Article XII of the Lease if the breach is
the result of a hostile takeover not consented to by Concord.

Limited Recourse Amount means, as of any date of determination, an
amount equal to: the Future Value of: (i) 89.9% of the aggregate Fair Value of
all of the Leased Properties minus (ii) the present value, as of the Initial
Closing Date, of any minimum lease payments required to be made as of the
Initial Closing Date and up to the date of determination that were included in
Concords 90% test as described in paragraph 7(d) of FASB, Accounting for
Leases, using a discount rate of 2.423%.

Loan shall have the meaning specified in Section 2.1 of the Loan
Agreement.

Loan Agreement means the Loan Agreement, dated as of July 12, 2002,
among the Lessor, the Agent and the Lenders.

Loan Documents means the Loan Agreement, the Notes, the Assignments of
Lease and Rents, the Mortgages and all documents and instruments executed and
delivered in connection with each of the foregoing.

Loan Event of Default means any of the events specified in Section 5.1
of the Loan Agreement, provided that any requirement for the giving of notice,
the lapse of time, or both, or any other condition, event or act has been
satisfied.

Loan Potential Event of Default means any event, condition or failure
which, with notice or lapse of time or both, would become a Loan Event of
Default.

Loss Proceeds is defined in Section 10.6 of the Lease.

Margin Regulations means Regulations T, U and X of the Board of
Governors of the Federal Reserve System, as the same may be in effect from time
to time.

Margin Stock means margin stock as defined in Regulation T, U or X.

Master Agreement means the Master Agreement, dated as of July 12, 2002,
among the Guarantor, the Lessees, the Subsidiary Guarantors, the Lessor, the
Agent and the Lenders.

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Material Adverse Effect means with respect to any event or occurrence of
whatever nature (including any adverse determination in any litigation,
arbitration or governmental investigation or proceeding), (i) a materially
adverse effect on the ability of Guarantor or any other Obligor to perform its
obligations under any Operative Document, (ii) a materially adverse effect on
the financial condition, operations, business, prospects or assets of Concord
and its Subsidiaries, taken as a whole, (iii) a materially adverse effect on
the value or useful life of any Leased Property, or the legality, validity or
enforceability of any of the Operative Documents or (iv) a materially adverse
effect on the status, perfection or priority of the Agents or any Funding
Partys interest in any Leased Property.

Material Contract means (a) any contract or other agreement written or
oral, of Concord or any of its Subsidiaries involving monetary liability of or
to any such Person in an amount in excess of $15,000,000 per year, or (b) any
other contract or agreement, written or oral, of Concord or any of its
Subsidiaries the failure to comply with which could reasonably be expected to
have a Material Adverse Effect.

Monthly Payment Date means the last Business Day of each calendar month.

Moodys means Moodys Investors Service, Inc.

Mortgage means, with respect to any Leased Property, that certain
mortgage, deed of trust or security deed, dated as of the related Closing Date,
by the Lessor to the Agent, in the form of Exhibit D attached to the Master
Agreement, with such modifications as are satisfactory to the Lessor and the
Agent in conformity with Applicable Law to assure customary remedies in favor
of the Agent in the jurisdiction where the Leased Property is located.

Multiemployer Plan means any multiemployer plan within the meaning of
Section 3(37) of ERISA maintained or contributed to by Concord or any member of
the ERISA Group.

Net Investment Debt Amount on any date means an amount equal to the
lesser of (i) the principal of the Indebtedness of EFS National Bank (or any
successor thereto, so long as such entity is a Subsidiary of Concord) or any
Subsidiary of EFS National Bank incurred for the purpose of investing in U.S.
treasury notes and other U.S. governmental agencies, quasi-governmental
agencies and government sponsored agencies or instrumentalities, such as
obligations of the Federal Home Loan Mortgage Corp., Federal National Mortgage
Association and the Federal Home Loan Mortgage Corporation, so long as such
obligations are backed by the full faith and credit of the U.S. government, and
(ii) the fair market value as of such date of the investments purchased or
maintained with the proceeds of such Indebtedness, provided that in no event
shall the Net Investment Debt Amount exceed the amount set forth opposite the
appropriate year:

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|                              |  |        |             | 
|----------------------------- |  | ------ | ----------- | 
|Year                          |  | Amount
|                              |  |       
|2002                          |  | $      | 100,000,000 | 
|                             
|                             
|                             
|                             
|2003                          |  | $      | 150,000,000 | 
|                             
|                             
|                             
|                             
|2004                          |  | $      | 200,000,000 | 
|                             
|                             
|                             
|                             
|2005 and each year thereafter |  | $      | 250,000,000 | 

Net Selling Price for any Leased Property means the selling price
therefor, net of all related taxes, attorneys fees, escrow costs, recording
fees, transfer fees, title insurance costs, costs of surveys and environmental
reports, brokers fees, advertising costs, carrying costs incurred by the Agent
or any Funding Party (including, without limitation, amounts expended by the
Agent or any Funding Party to insure, protect, maintain or operate such Leased
Property) and all other expenses and prorations associated with such sale.

Notes means the A Note and the B Note issued by the Lessor under the
Loan Agreement, and any and all notes issued in replacement or exchange
therefor in accordance with the provisions thereof.

Obligations means all indebtedness (whether principal, interest, fees
or otherwise), obligations and liabilities of the Guarantor and each Lessee to
the Funding Parties (including without limitation all extensions, renewals,
modifications, rearrangements, restructures, replacements and refinancings
thereof, whether or not the same involve modifications to interest rates or
other payment terms of such indebtedness, obligations and liabilities), whether
arising under any of the Operative Documents or otherwise, and whether now
existing or hereafter created, absolute or contingent, direct or indirect,
joint or several, secured or unsecured, due or not due, contractual or
tortious, liquidated or unliquidated, arising by operation of law or otherwise,
or acquired by Funding Parties outright, conditionally or as collateral
security from another, including but not limited to the obligation of the
Guarantor and each Lessee to repay future advances by the Funding Parties,
whether or not made pursuant to commitment and whether or not presently
contemplated by the Guarantor or any Lessee and the Funding Parties under the
Operative Documents.

Obligors means the Guarantor, the Subsidiary Guarantors, the
Construction Agent and the Lessees, collectively.

Officers Certificate of a Person means a certificate signed by the
Chairman of the Board or the President or any Executive Vice President or any
Senior Vice President or any other Vice President or the Treasurer or any
Assistant Treasurer or the Controller or any Assistant Controller or the
Secretary of such Person.

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Operative Documents means the Master Agreement, the Purchase Agreements,
the Deeds, the Lease, the Security Agreement and Assignment, the Notes, the
Loan Agreement, the Guaranty Agreement, the Swap Documents, the Subsidiary
Guaranty, the Assignments of Lease and Rents, the Mortgages, the Ground Leases,
the Construction Agency Agreement, the Joinder Agreements, Lessor Yield Letter
and the other documents delivered in connection with the transactions
contemplated by the Master Agreement.

Overdue Rate means the lesser of (a) the highest interest rate permitted
by Applicable Law and (b) an interest rate per annum (calculated on the basis
of a 365-day (or 366-day, if appropriate) year equal to (i) in the case of each
LIBOR Rate Advance, 2.0% in excess of the rate then applicable to such LIBOR
Rate Advance until the end of the applicable Rent Period and thereafter 2.0%
above the Base Rate in effect from time to time, (ii) in the case of Base Rate
Advances, 2% above the Base Rate in effect from time to time and (iii) in the
case of Yield, 2% above the Lessor Rate.

Partnership Agreement means the Agreement of Limited Partnership of AFG,
dated as of February 28, 1996, among the General Partner and the persons listed
on Schedule A thereto as limited partners.

Payment Date means the last day of each Rent Period (and if such Rent
Period is longer than three months, the day that is 90 days after the first day
of such Rent Period) or, if such day is not a Business Day, the next Business
Day.

Payment Date Notice is defined in Section 2.3(d) of the Master
Agreement.

PBGC means the Pension Benefit Guaranty Corporation, and any successor
thereto.

Permitted Investments means: (a) direct obligations of the United
States of America, or of any agency thereof, or obligations guaranteed as to
principal and interest by the United States of America, or of any agency
thereof, in either case maturing not more than 90 days from the date of
acquisition thereof; (b) certificates of deposit issued by any Lender or by any
bank or trust company organized under the laws of the United States of America
or any state thereof and having capital, surplus and undivided profits of at
least $500,000,000, maturing not more than 90 days from the date of acquisition
thereof; (c) commercial paper rated A-1 or better or P-1 by Standard & Poors
Corporation or Moodys Investors Services, Inc., respectively, maturing not
more than six months from the date of acquisition thereof; (d) commercial paper
of any Lender (or any Affiliate thereof located in the United States of
America) that is rated 
A-1 or better or P-1 by Standard and Poors Corporation
or Moodys Investors Services, Inc., respectively, maturing not more than six
months from the date of acquisition thereof; (e) repurchase agreements entered
into with any Lender or with any bank or trust company satisfying the
conditions of clause (b) hereof that is secured by any obligation of the type
described in clauses (a) through (d) of this definition; and (f) money market
funds acceptable to the Required Lenders.

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Permitted Lease Balance with respect to any Leased Property means (i)
the Leased Property Balance therefor, minus (ii) the Force Majeure Losses, if
any, related to such Leased Property.

Permitted Liens means the following with respect to any Leased Property:
(a) the respective rights and interest of the related Lessee, the Lessor, the
Agent and any Lender, as provided in the Operative Documents, (b) Liens for
Taxes either not yet due or being contested in good faith and by appropriate
proceedings, so long as enforcement thereof is stayed pending such proceedings,
(c) materialmens, mechanics, workers, repairmens, employees or other like
Liens arising after the related Closing Date in the ordinary course of business
for amounts either not yet due or being contested in good faith and by
appropriate proceedings, so long as enforcement thereof is stayed pending such
proceedings or such Liens are bonded over, (d) Liens arising after such Closing
Date out of judgments or awards with respect to which at the time an appeal or
proceeding for review is being prosecuted in good faith, so long as the
enforcement thereof has been stayed pending such appeal or review, (e)
easements, rights of way, reservations, servitudes and rights of others against
the Land which do not materially and adversely affect the value or the utility
of such Leased Property, (f) other Liens incidental to the conduct of the
related Lessees business which were not incurred in connection with the
borrowing of money or the obtaining of advances or credit and which do not in
the aggregate materially detract from the value of such Leased Property or
materially impair the use thereof, (g) assignments and subleases expressly
permitted by the Operative Documents, (h) Liens in favor of municipalities
agreed to by the related Lessee that do not affect the value or utility of the
related Leased Property and (i) Liens created by the IDB Documentation.

Person means an individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust,
nonincorporated organization or government or any agency or political
subdivision thereof.

Plan means at any time an employee pension benefit plan (other than a
Multiemployer Plan) which is covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the Code and either (a) is
maintained by any member of the ERISA Group or (b) has at any time within the
preceding five years been maintained, or contributed to, by any Person which
was at such time a member of the ERISA Group for employees of any Person which
was at such time a member of the ERISA Group.

Plans and Specifications means with respect to any Building the final
plans and specifications for such Building prepared by the Architect, and, if
applicable, referred to by the Appraiser in the Appraisal, as such Plans and
Specifications may be hereafter amended, supplemented or otherwise modified
from time to time.

Potential Event of Default means any event, condition or failure which,
with notice or lapse of time or both, would become an Event of Default.

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Purchase Agreement means with respect to any Land, the purchase
agreement with the Seller for the conveyance of such Land to the Lessor.

Purchase Option is defined in Section 14.1 of the Lease.

Quarterly Payment Date means the last Business Day of each March, June,
September and December of each year.

Recourse Deficiency Amount means for any Leased Property, an amount
equal to (i) the A Percentage times (ii) the Fair Value of such Leased
Property.

Release means the release, deposit, disposal or leak of any Hazardous
Material into or upon or under any land or water or air, or otherwise into the
environment, including, without limitation, by means of burial, disposal,
discharge, emission, injection, spillage, leakage, seepage, leaching, dumping,
pumping, pouring, escaping, emptying, placement and the like.

Release Date means, with respect to any Leased Property, the earlier of
(i) the date that the Lease Balance has been paid in full, and (ii) the date on
which the Agent gives notice to the Lessor that the Lenders release any and all
interest they may have in such Leased Property, and all proceeds thereof, and
any rights to direct, consent or deny consent to any action by the Lessor with
respect to such Leased Property.

Remarketing Option is defined in Section 14.6 of the Lease.

Rent means Basic Rent and Supplemental Rent, collectively.

Rent Period means (i) in the case of Base Rate Advances, means the
period from, and including, a Quarterly Payment Date to, but excluding, the
next succeeding Quarterly Payment Date; and (ii) with respect to any LIBOR
Advance:



| | (1) |  | initially, the period commencing on the borrowing or
conversion date, as the case may be, with respect to such LIBOR
Advance and ending one, two, three or six months thereafter, as
selected by Concord in its Funding Notice or Payment Date Notice, as
the case may be, given with respect thereto; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2) |  | thereafter, each period commencing on the last day of the
next preceding Rent Period applicable to such LIBOR Advance and
ending one, two, three or six months thereafter, as selected by
Concord by irrevocable notice to the Agent in its related Payment
Date Notice;                                  

26



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provided, however that:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) The initial Rent Period for any Funding shall commence on
the Funding Date of such Funding and each Rent Period occurring
thereafter in respect of such Funding shall commence on the day on
which the next preceding Rent Period expires;                                                                                                                                                                                       
|
| | (b) If any Rent Period would otherwise expire on a day which
is not a Business Day, such Rent Period shall expire on the next
succeeding Business Day, provided that if any Rent Period in
respect of LIBOR Advances would otherwise expire on a day that is
not a Business Day but is a day of the month after which no further
Business Day occurs in such month, such Rent Period shall expire on
the next preceding Business Day;
|
| | (c) Any Rent Period in respect of LIBOR Advances which begins
on a day for which there is no numerically corresponding day in the
calendar month at the end of such Rent Period shall, subject to
paragraph (d) below, expire on the last Business Day of such
calendar month;                                                                                                                                                       
|
| | (d) No Rent Period shall extend beyond the Lease Termination
Date; and                                                                                                                                                                                                                                                                                                                                                               
|
| | (e) At any one time, there shall be no more than five (5) Rent
Periods.                                                                                                                                                                                                                                                                                                                                                              

Rents means all consideration paid in the ordinary course of business by
Concord and its Subsidiaries to any Person for the use or occupation of
property under any operating lease to which Concord or any of its Subsidiaries
is the lessee or obligor, determined in accordance with GAAP.

Report
is defined in Section 7.6 of the Master Agreement.

Required Funding Parties means, at any time, Funding Parties holding an
aggregate outstanding principal amount of Funded Amounts equal to at least 51%
of the aggregate outstanding principal amount of all Funded Amounts.

Required Lenders means, at any time, Lenders holding an aggregate
outstanding principal amount of Loans equal to at least 51% of the aggregate
outstanding principal amount of all Loans.

Requirements of Law for any Person means the articles or certificate of
incorporation and bylaws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation, or determination of an
arbitrator or a court or other governmental authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person
or any of its property is subject.

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Reuters Screen means, when used in connection with any designated page
and LIBOR, the display page so designated on the Reuters Monitor Money Rates
Service (or such other page as may replace that page on that service for the
purpose of displaying rates comparable to LIBOR).

Scheduled Construction Termination Date means with respect to any
Building the earlier of (A) two (2) years after the Closing Date for the
related Land and (B) the Funding Termination Date.

SEC means the United States Securities and Exchange Commission.

Securities Act means the Securities Act of 1933, as amended.

Securities Exchange Act means the Securities Exchange Act of 1934, as
amended.

Security Agreement and Assignment means, with respect to any Leased
Property, the Security Agreement and Assignment (Construction Contract,
Architects Agreement, Engineers Agreement, Permits, Licenses and Governmental
Approvals, and Plans, Specifications and Drawings) from the Construction Agent
to the Lessor, substantially in the form of Exhibit C to the Master Agreement.

Significant Subsidiary means, at the date of determination, any
Subsidiary (i) whose consolidated total assets equals or exceeds five percent
(5%) of the consolidated total assets of the Guarantor, or (ii) whose
consolidated net income for the most recently completed four quarters equals or
exceeds five percent (5%) of the Guarantors consolidated net income for such
period, provided that Significant Subsidiary shall not include any Subsidiary
of Concord that is a national bank or a federal savings bank, or any subsidiary
of such national bank or federal savings bank. The Significant Subsidiaries as
of the Initial Closing Date are listed on Schedule 1 to the Master Agreement.

Solvent means, with respect to any Person as of any date, that on such
date (i) the fair value of the property of such Person is greater than the
total amount of liabilities, including, without limitation, contingent
liabilities, of such Person, (ii) the present fair salable value of the assets
of such Person is not less than the amount that will be required to pay the
probable liability of such Person on its debts as they become matured, (iii)
such Person is able to realize upon its assets and pay its debts and other
liabilities, contingent obligations and other commitments as they mature in the
normal course of business, (iv) such Person does not intend to, and does not
believe that it will, incur debts or liabilities beyond such Persons ability
to pay as such debts and liabilities mature, and (v) such Person is not engaged
in business or a transaction, and is not about to engage in business or a
transaction, for which such Persons property would constitute unreasonably
small capital after giving due consideration to the prevailing practice in the
industry in which such Person is engaged. In computing the amount of contingent
liabilities at anytime, it

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is intended that such liabilities will be computed at the amount which, in
light of all the facts and circumstances existing at such time, represents the
amount that can reasonably be expected to become an actual or matured
liability.

Star means Star Systems, LLC, a Delaware limited liability company.

Subsidiary means any corporation, association, partnership, trust,
limited liability company or other business entity of which the designated
parent shall at any time own directly or indirectly through a Subsidiary or
Subsidiaries at least a majority (by number of votes or controlling interests)
of the outstanding Voting Interests.

Subsidiary Guarantors means each Significant Subsidiary.

Subsidiary Guaranty means the Subsidiary Guaranty Agreement, dated as of
July 12, 2002, issued by the Subsidiary Guarantors.

Supplemental Rent means any and all amounts, liabilities and obligations
other than Basic Rent which any Lessee assumes or agrees or is otherwise
obligated to pay under the Lease or any other Operative Document (whether or
not designated as Supplemental Rent) to the Lessor, the Agent, any Lender or
any other party, including, without limitation, amounts under Article XVI of
the Lease, and indemnities and damages for breach of any covenants,
representations, warranties or agreements, and all overdue or late payment
charges in respect of any Funded Amount.

Swap Documents means the ISDA Master Agreement, dated as of April 3,
1998, between SunTrust Bank and EPS, together with all schedules and
confirmations related thereto (including the amended confirmation dated July
13, 2000).

Tax Code means the Internal Revenue Code of 1986, as amended and in
effect from time to time.

Tax Indemnitee means, with respect to each Leased Property, (i) so long
as such Leased Property is a Construction Land Interest, the Lessor and its
Affiliates, successors, permitted assigns, permitted transferees, employees,
officers, directors and agents and (ii) from and after the Completion Date for
such Leased Property, the Lessor, SunTrust Bank, in its individual capacity and
in its capacity as Agent, each Lender and their respective Affiliates,
successors, permitted assigns, permitted transferees, employees, officers,
directors and agents; provided, however, that in no event shall any Lessee be a
Tax Indemnitee.

Taxes means any present or future taxes, levies, imposts, duties, fees,
assessments, deductions, withholdings or other charges of whatever nature,
including without limitation, income, receipts, excise, property, sales,
transfer, license, payroll, withholding, social security and franchise taxes
now or hereafter imposed or levied by the United States, or any state, local or

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foreign government or by any department, agency or other political
subdivision or taxing authority thereof or therein and all interest, penalties,
additions to tax and similar liabilities with respect thereto.

Telerate means, when used in connection with any designated page and
LIBOR, the display page so designated on the Dow Jones Telerate Service (or
such other page as may replace that page on that service for the purpose of
displaying rates comparable to LIBOR).

Ten Percent Subsidiary means each of (i) EPS, (ii) Star and (iii) any
other Subsidiary of Concord that is not a Subsidiary of either Star or EPS and
(A) whose consolidated total assets equals or exceeds ten percent (10%) of the
consolidated total assets of the Guarantor, or (B) whose consolidated net
income for the most recently completed four quarters equals or exceeds ten
percent (10%) of the Guarantors consolidated net income for such period,
provided that Ten Percent Subsidiary shall not include any Subsidiary of
Concord that is a national bank or federal savings bank, or any subsidiary of
such national bank or federal savings bank.

Title Insurance Company means the company that has or will issue the
title policies with respect to a Leased Property, which company shall be
reasonably acceptable to the Funding Parties.

Title Policy is defined in Section 3.1 of the Master Agreement.

Transaction means all the transactions and activities referred to in or
contemplated by the Operative Documents.

UCC means the Uniform Commercial Code of Georgia, as in effect from time
to time.

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Voting Interests means stock or similar ownership interests, of any
class or classes (however designated), the holders of which are at the time
entitled, as such holders, (a) to vote for the election of a majority of the
directors (or persons performing similar functions) of the corporation,
association, partnership, trust or other business entity involved, or (b) to
control, manage, or conduct the business of the corporation, partnership,
association, trust or other business entity involved.

Withholding Taxes is defined in Section 7.5(f) of the Master Agreement.

Yield is defined in Section 2.3 of the Master Agreement.

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