Exhibit 10.12(e)


 




 





 


SECURITY
AGREEMENT


 


 


Dated as of
September 14,  1999


 


 


between


 


 


FIRST SECURITY
BANK, NATIONAL ASSOCIATION,


not
individually, but solely as the Owner Trustee under


the TSG Trust
1999-1


 


and


 


BANK OF
AMERICA, N.A.,


as the Agent
for the Lenders and the Holders


 


 


and accepted
and agreed to by


 


SABRE INC.


 




 





 

















 


TABLE OF CONTENTS


 


	
  1. Definitions.

  
	
  2. Grant of Security Interest.

  
	
  3. Payment of Obligations.

  
	
  4.
  Other Covenants.

  
	
  5. Default; Remedies.

  
	
  6. Remedies Not Exclusive.

  
	
  7. Performance by the Agent of the
  Borrower’s Obligations.

  
	
  8. Duty of the Agent.

  
	
  9. Powers Coupled with an Interest.

  
	
  10. Execution of Financing Statements.

  
	
  11. Security Agreement Under Uniform
  Commercial Code.

  
	
  12. Authority of the Agent.

  
	
  13. Notices.

  
	
  14.
  Severability.

  
	
  15. Amendment in Writing; No Waivers;
  Cumulative Remedies.

  
	
  16.
  Section Headings.

  
	
  17. Successors and Assigns.

  
	
  18. The Borrower’s Waiver of Rights.

  
	
  19.
  GOVERNING LAW.

  
	
  20. Obligations Are Without Recourse.

  
	
  21. Partial Release; Full Release.

  
	
  22.
  Miscellaneous.

  
	
  23. Conflicts with Participation Agreement.

  
	
  24. LESSEE AS A PARTY.

  
	
  25. ENTIRE AGREEMENT.

  



 


i

















 


SECURITY AGREEMENT


 


This SECURITY AGREEMENT, dated as of
September 14,  1999 (as amended, modified, extended, supplemented, restated
and/or replaced from time to time, this “Security Agreement”), is made
between FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking
association, not individually, but solely as Owner Trustee under the TSG Trust
1999-1 (the “Borrower”), and BANK OF AMERICA, N.A., a national banking
association (“Bank”), as agent for (a) the Lenders (hereinafter defined)
under the Credit Agreement dated as of September 14, 1999 (as amended,
modified, extended, supplemented, restated and/or replaced from time to time,
the “Credit Agreement”) by and among the Borrower, the lending
institutions from time to time parties thereto (the “Lenders”) and Bank
as the agent for the Lenders and (b) the holders of the certificates issued
pursuant to the Trust Agreement dated as of September 14,  1999 (as amended, modified,
extended, supplemented, restated and/or replaced from time to time, the “Trust
Agreement”) among the holders from time to time parties thereto (the “Holders”)
and the Borrower, in its individual capacity thereunder and in its capacity as
Owner Trustee thereunder.  The Lenders
and the Holders, together with their successors and permitted assigns, are
collectively referred to hereinafter as the “Secured Parties”, Bank, in
its capacity as agent for the Secured Parties is referred to hereinafter as the
“Agent”, and this Security Agreement is accepted and agreed to by SABRE
INC., a Delaware corporation.


 


Preliminary Statement


 


Pursuant to the Credit Agreement, the Lenders
have severally agreed to make Loans to the Borrower in an aggregate amount not
to exceed the Commitments upon the terms and subject to the conditions set
forth therein, to be evidenced by the Notes issued by the Borrower under the
Credit Agreement.  Pursuant to the Trust
Agreement, the Holders have agreed to purchase the ownership interests of the
Trust created thereby in an aggregate amount not to exceed the Holder
Commitments upon the terms and subject to the conditions set forth therein, to
be evidenced by the Certificates issued by the Borrower under the Trust
Agreement.  The Borrower is, or shall be
upon the date of the initial Advance with respect to each Property, the legal
and beneficial owner of such Property.


 


It is a condition, among others, to the
obligation of the Lenders to make their respective Loans to the Borrower under
the Credit Agreement and the Holders to make their respective Holder Advances
under the Trust Agreement that the Borrower shall have executed and delivered
this Security Agreement to the Agent, for the benefit of the Lenders and the
Holders.


 


NOW, THEREFORE, in consideration of the
premises and to induce the Lenders to make their respective Loans under the
Credit Agreement and to induce the Holders to make their respective Holder
Advances under the Trust Agreement, the Borrower hereby agrees with the Agent,
for the benefit of the Lenders and the Holders, as follows:


 


1.             Definitions.


 


(a)           As
used herein, the following terms shall have the following respective meanings:


 


“Accounts”
shall mean all “accounts,” as such term is defined in the Uniform Commercial
Code, now owned or hereafter acquired by the Borrower, including without
limitation (i) all accounts receivable, other receivables, book debts and other
forms of obligations now owned or hereafter received or acquired by or
belonging or owing to the Borrower, whether arising out of goods sold or leased
or services rendered by it or from any other transaction (including without
limitation any such obligations which may be characterized as an account under
the Uniform Commercial Code), (ii) all of the Borrower’s rights in, to and
under all purchase orders or receipts now owned or hereafter acquired by it for
goods or services, (iii) all of the Borrower’s rights to any goods represented
by any of the foregoing (including without limitation unpaid sellers’ rights of
rescission, replevin, reclamation and stoppage in transit and rights to
returned, reclaimed or repossessed goods), (iv) all monies due or to become due
to the Borrower under all purchase orders and contracts for the sale or lease
of goods or the performance of services or both by the Borrower (whether or not
yet earned by performance on the part of the Borrower) now or hereafter in
existence, including without limitation the right to receive the proceeds of
said purchase orders and contracts, and (v)


 

















 


all collateral security and guarantees of any
kind, now or hereafter in existence, given by any Person with respect to any of
the foregoing.


 


“Chattel
Paper” shall mean any and all “chattel paper,” as such term is defined in
the Uniform Commercial Code, now owned or hereafter acquired by the Borrower,
wherever located.


 


“Documents”
shall mean any and all “documents”, as such term is defined in the Uniform
Commercial Code, now owned or hereafter acquired by the Borrower, wherever
located, including without limitation each bill of lading, dock warrant, dock
receipt, warehouse receipt or order for the delivery of goods, and also any
other document which in the regular course of business or financing is treated
as adequately evidencing that the person in possession of it is entitled to
receive, hold and dispose of the document and the goods it covers.


 


“General
Intangibles” shall mean any and all “general intangibles,” as such term is
defined in the Uniform Commercial Code, now owned or hereafter acquired by the
Borrower, including without limitation all contracts, undertakings, or
agreements in or under which the Borrower may now or hereafter have any right
(other than any right evidenced by Chattel Paper, Documents or Instruments),
title or interest, including without limitation any agreements relating to the
terms of payment or the terms of performance of any Account.


 


“Holders”
shall have the meaning specified in the first paragraph of this Security
Agreement.


 


“Instruments”
shall mean any and all “instruments”, as such term is defined in the Uniform
Commercial Code, now owned or hereafter acquired by the Borrower, wherever
located, including without limitation all certificated securities, all
certificates of deposit, and all notes and other, without limitation, evidences
of indebtedness, other than instruments that constitute, or are a part of a
group of writings that constitute, Chattel Paper.


 


“Investment
Property” shall mean any and all “investment property,” as such term is
defined in the Uniform Commercial Code, now owned or hereafter acquired by the Borrower,
wherever located.


 


“Lenders”
shall have the meaning specified in the first paragraph of this Security
Agreement.


 


“Lessee”
shall mean Sabre Inc., a Delaware corporation, its successors, permitted
assigns and permitted transferees.


 


“Obligations”
shall mean any and all obligations, (i) subject to the following subsection
(ii), of the Borrower now existing or hereafter arising under the Credit
Agreement, the Notes, the Trust Agreement, the Certificates and/or any other
Operative Agreement and (ii) with respect to Section 24 of this Security
Agreement, of the Lessee now existing or hereafter existing under the Operative
Agreements.


 


(b)           Capitalized terms used but not
otherwise defined in this Security Agreement shall have the respective meanings
specified in the Credit Agreement or Appendix A to the Participation
Agreement dated as of September 14,  1999 (as amended, modified, extended,
supplemented, restated and/or replaced from time to time in accordance with the
applicable provisions thereof, the “Participation Agreement”) among
Lessee, the Borrower, the Holders, the Lenders, and Bank of America, N.A. as
agent for the Lenders and respecting the Security Documents, as the agent for
the Lenders and the Holders, to the extent of their interests.


 


(c)           The rules of usage set forth in Appendix
A to the Participation Agreement shall apply to this Agreement.


 


2

















 


2.             Grant of Security Interest.


 


To secure payment of all the amounts advanced
under the Credit Agreement in connection with the Notes, all the amounts
advanced or contributed under the Trust Agreement in connection with the
Certificates and all other amounts now or hereafter owing to the Lenders, the
Holders or the Agent thereunder or under any other Operative Agreement, THE
BORROWER HEREBY CONVEYS, GRANTS, ASSIGNS, TRANSFERS, HYPOTHECATES, MORTGAGES
AND SETS OVER TO THE AGENT FOR THE BENEFIT OF THE SECURED PARTIES A FIRST
PRIORITY SECURITY INTEREST IN AND LIEN ON THE TRUST ESTATE, WHETHER NOW EXISTING
OR HEREAFTER ACQUIRED INCLUDING WITHOUT LIMITATION THE FOLLOWING:


 


(a)           all right, title and interest of the
Borrower in and to the Operative Agreements now existing or hereafter acquired
by the Borrower (including without limitation all rights to payment and
indemnity rights of the Borrower under the Participation Agreement) (all of the
foregoing in this paragraph (a) being referred to as the “Rights in
Operative Agreements”);


 


(b)           all right, title and interest of the
Borrower in and to all of the Equipment;


 


(c)           all right, title and interest of the
Borrower in and to all of the Fixtures;


 


(d)           all the estate, right, title, claim
or demand whatsoever of the Borrower, in possession or expectancy, in and to
each Property, Fixture or Equipment or any part thereof;


 


(e)           all right, title and interest of the
Borrower in and to all substitutes, modifications and replacements of, and all
additions, accessions and improvements to, the Fixtures and Equipment,
subsequently acquired or leased by the Borrower or constructed, assembled or
placed by the Borrower on any Property, immediately upon such acquisition,
lease, construction, assembling or placement, and in each such case, without
any further conveyance, assignment or other act by the Borrower;


 


(f)            all right, title and interest of the
Borrower in, to and under books and records relating to or used in connection
with the operation of one (1) or more Properties or any part thereof; all
rights of the Borrower to the payment of money and all  property; and all rights in
and to any causes of action or choses in action now or hereafter existing in
favor of the Borrower and all rights to any recoveries therefrom;


 


(g)           all right, title and interest of the
Borrower in and to all unearned premiums under insurance policies now held or
subsequently obtained by the Lessee relating to one (1) or more Properties and
the Borrower’s interest in and to all proceeds of any insurance policies
maintained by or for the benefit of the Borrower, including without limitation
any right to collect and receive such proceeds; and all awards and other
compensation, including without limitation the interest payable thereon and any
right to collect and receive the same, made to the present or any subsequent
owner of any Property for the taking by eminent domain, condemnation or
otherwise, of all or any part of any Property or any easement or other right
therein;


 


(h)           all right, title and interest of the
Borrower in and to (i) all consents, licenses, certificates and other
governmental approvals relating to construction, completion, use or operation
of any Property or any part thereof and (ii) all Plans and Specifications
relating to any Property;


 


(i)            all right, title and interest of the
Borrower in and to all Rent and all other rents, payments, purchase prices,
receipts, revenues, issues and profits payable under the Lease or pursuant to
any other lease with respect to any Property;


 


(j)            all right, title and interest of the
Borrower in and to all Instruments and Documents;


 


(k)           all right, title and interest of the
Borrower in and to all General Intangibles;


 


(l)            all right, title and interest of the
Borrower in and to all Chattel Paper (including without limitation all rights
under the Lease);


 


3

















 


(m)          all right, title and interest of the
Borrower in and to all money, cash or cash equivalent and bank accounts;


 


(n)           all right, title and interest of the
Borrower in and to all Accounts;


 


(o)           all right, title and interest of the
Borrower in and to all proceeds of letters of credit issued in favor of the
Borrower in connection with any Property; and


 


(p)           all right, title and interest of the
Borrower in and to all proceeds, both cash and noncash, of any of the
foregoing.


 


(All of the foregoing property and rights and
interests now owned or held or subsequently acquired by the Borrower and
described in the foregoing clauses (a) through (p) are collectively referred to
as the “Trust Property”).


 


TO HAVE AND TO HOLD the Trust Property and
the rights and privileges hereby granted unto the Agent (for the benefit of the
Lenders and the Holders) its successors and assigns for the uses and purposes
set forth, until all of the Obligations are paid in full; provided, that
EXCLUDED from the Trust Property at all times and in all respects shall be all
Excepted Payments.


 


3.             Payment of Obligations.


 


The Borrower shall pay all Obligations in
accordance with the terms of the Credit Agreement, the Notes, the Trust
Agreement, the Certificates and the other Operative Agreements and perform each
term to be performed by it under the Credit Agreement, the Notes, the Trust
Agreement, the Certificates and the other Operative Agreements.


 


4.             Other
Covenants.


 


At any time and from time to time, upon the
written request of the Agent, and at the expense of the Borrower (with funds
provided by the Lessee for such purpose), the Borrower will promptly and duly
execute and deliver such further instruments and documents and take such
further actions as the Agent reasonably may request for the purposes of
obtaining or preserving the full benefits of this Security Agreement and of the
rights and powers granted by this Security Agreement.


 


5.             Default;
Remedies.


 


(a)           If a Credit Agreement Event of
Default has occurred and is continuing:


 


(i)            the Agent, in addition
to all other remedies available at law or in equity, shall have the right
forthwith to enter upon any Property (or any other place where any component of
any Property is located at such time) without charge, and take possession of
all or any portion of the Trust Property, and to re–let the Trust
Property and receive the rents, issues and profits thereof, to make repairs and
to apply said rentals and profits, after payment of all necessary or proper
charges and expenses, on account of the amounts hereby secured (subject to the
Excepted Payments); and


 


(ii)           the Agent, shall,
as a matter of right, be entitled to the appointment of a receiver for the
Trust Property, and the Borrower hereby consents to such appointment and waives
notice of any application therefor.


 


(b)           If a Credit Agreement Event of
Default has occurred and is continuing, the Agent may proceed by an action at
Law, suit in equity or other appropriate proceeding, to protect and enforce its
rights, whether for the foreclosure of the Lien of this Security Agreement, or
for the specific performance of any agreement contained herein or for an
injunction against the violation of any of the terms hereof.  The proceeds of any sale of any of the Trust
Property shall be applied pursuant to Section 8.7 of the Participation
Agreement.  In addition, the Agent may
proceed under Section 11 hereof.


 


4

















 


(c)           To the extent permitted by applicable
Law, the Borrower hereby waives the benefit of all appraisement, valuation,
stay, extension and redemption laws now or hereafter in force and all rights of
marshalling in the event of any sale of the Trust Property or any portion
thereof or interest therein.


 


6.             Remedies Not Exclusive.


 


The Agent shall be entitled to enforce
payment of the indebtedness and performance of the Obligations and to exercise
all rights and powers under this Security Agreement or under any of the other
Operative Agreements or other agreements or any laws now or hereafter in force,
notwithstanding some or all of the Obligations may now or hereafter be
otherwise secured, whether by deed of trust, mortgage, security agreement,
pledge, Lien, assignment or otherwise. 
Neither the acceptance of this Security Agreement nor its enforcement,
shall prejudice or in any manner affect the Agent’s right to realize upon or
enforce any other security now or hereafter held by the Agent, it being agreed
that the Agent shall be entitled to enforce this Security Agreement and any
other security now or hereafter held by the Agent in such order and manner as
the Agent may determine in its absolute discretion.  No remedy conferred hereunder or under any other Operative
Agreement upon or reserved to the Agent is intended to be exclusive of any
other remedy herein or therein or by law provided or permitted, but each shall
be cumulative and shall be in addition to every other remedy given hereunder or
thereunder or now or hereafter existing at law or in equity or by statute.  Every power or remedy given by any of the
Operative Agreements to the Agent or to which it may otherwise be entitled, may
be exercised, concurrently or independently, from time to time and as often as
may be deemed expedient by the Agent. 
In no event shall the Agent, in the exercise of the remedies provided in
this Security Agreement (including without limitation in connection with the
assignment of Rents to the Agent, or the appointment of a receiver and the
entry of such receiver onto all or any part of the Land), be deemed a
“mortgagee in possession” or a “pledgee in possession”, and the Agent shall not
in any way be made liable for any act, either of commission or omission, in
connection with the exercise of such remedies, other than for its gross
negligence or willful misconduct.


 


7.             Performance by the Agent of the
Borrower’s Obligations.


 


If the Borrower fails to perform or comply
with any of its agreements contained herein, the Agent, at its option, but
without any obligation so to do, may perform or comply, or otherwise cause
performance or compliance, with such agreement.  The reasonable expenses of the Agent incurred in connection with
actions undertaken as provided in this Section 7, together with interest
thereon at a rate per annum equal to the Overdue Rate, from the date of payment
by the Agent to the date reimbursed by the Borrower, shall be payable by the
Borrower (with funds provided by the Lessee for such purpose) to the Agent on
demand and constitutes part of the Obligations secured hereby.


 


8.             Duty
of the Agent.


 


The Agent’s sole duty with respect to the
custody, safekeeping and physical preservation of any Trust Property in its
possession, under Section 9-207 of the Uniform Commercial Code or otherwise,
shall be to deal with it in the same manner as the Agent deals with similar
property for its own account.  Neither
the Agent, any Lender, any Holder nor any of their respective directors,
officers, employees, shareholders, partners or agents shall be liable for
failure to demand, collect or realize upon any of the Trust Property or for any
delay in doing so or shall be under any obligation to sell or otherwise dispose
of any Trust Property upon the request of the Borrower or any other Person or
to take any other action whatsoever with regard to the Trust Property or any
part thereof.


 


9.             Powers Coupled with an Interest.


 


All powers, authorizations and agencies
contained in this Security Agreement are coupled with an interest and are
irrevocable until this Security Agreement is terminated and the Liens created
hereby are released.


 


5

















 


10.          Execution of Financing Statements.


 


Pursuant to Section 9-402 of the Uniform Commercial Code, the Borrower
authorizes the Agent at the expense of the Borrower (such amounts to be paid
with funds provided by the Lessee for such purpose) to file financing
statements with respect to the Trust Property under this Security Agreement
without the signature of the Borrower in such form and in such filing offices
as the Agent reasonably determines appropriate to perfect the security
interests of the Agent under this Security Agreement.  A carbon, photographic or other reproduction of this Security
Agreement shall be sufficient as a financing statement for filing in any
jurisdiction.  For purposes of such
financing statement, the Borrower shall be deemed to be the debtor, and the
Agent shall be deemed to be the secured party. 
The addresses of the Borrower and the Agent are as provided in Schedule
12.2 to the Participation Agreement.


 


11.          Security Agreement Under Uniform
Commercial Code.


 


(a)           It is the intention of the parties
hereto that this Security Agreement as it relates to matters of the grant,
perfection and priority of security interests the subject hereof, shall
constitute a security agreement within the meaning of the Uniform Commercial
Code of the States in which the Trust Property is located.  If a Credit Agreement Event of Default shall
occur, then in addition to having any other right or remedy available at Law or
in equity, the Agent may proceed under the applicable Uniform Commercial Code
and exercise such rights and remedies as may be provided to a secured party by
such Uniform Commercial Code with respect to all or any portion of the Trust
Property which is personal property (including without limitation taking possession
of and selling such property).  If the
Agent shall elect to proceed under the Uniform Commercial Code, then fifteen
(15) days’ notice of sale of the personal property shall be deemed reasonable
notice and the reasonable expenses of retaking, holding, preparing for sale,
selling and the like incurred by the Agent shall include, but not be limited
to, reasonable attorneys’ fees and legal expenses.  At the Agent’s request, the Borrower shall assemble such personal
property and make it available to the Agent at a place designated by the Agent
which is reasonably convenient to both parties.


 


(b)           The Borrower, upon reasonable request
by the Agent from time to time, shall execute, acknowledge and deliver to the
Agent one (1) or more separate security agreements, in form reasonably
satisfactory to the Agent, covering all or any part of the Trust Property and
will further execute, acknowledge and deliver, or cause to be executed,
acknowledged and delivered, any financing statement, affidavit, continuation statement
or certificate or other document as the Agent may reasonably request in order
to perfect, preserve, maintain, continue or extend the security interest under,
and the priority of the Liens granted by, this Security Agreement and such
security instrument.  The Borrower
further agrees to pay to the Agent (with funds provided by the Lessee for such
purpose) on demand all reasonable costs and expenses incurred by the Agent in
connection with the preparation, execution, recording, filing and re-filing of
any such document and all reasonable costs and expenses of any record searches
for financing statements the Agent shall reasonably require.  The filing of any financing or continuation
statements in the records relating to personal property or chattels shall not
be construed as in any way impairing the right of the Agent to proceed against
any property encumbered by this Security Agreement.


 


12.          Authority
of the Agent.


 


The Borrower acknowledges that the rights and
responsibilities of the Agent under this Security Agreement with respect to any
action taken by the Agent or the exercise or non-exercise by the Agent of any
option, voting right, request, judgment or other right or remedy provided for
herein or resulting or arising out of this Security Agreement shall be governed
by the Credit Agreement and Section 8.6 of the Participation Agreement and by
such other agreements with respect thereto as may exist from time to time
(until such time as all amounts due and owing to the Secured Parties and the
Agent under the Operative Agreements have been paid in full), but the Agent
shall be conclusively presumed to be acting as agent for the Secured Parties
with full and valid authority so to act or refrain from acting, and the
Borrower shall be under no obligation, or entitlement, to make any inquiry
respecting such authority.


 


6

















 


13.          Notices.


 


All notices required or permitted to be given
under this Security Agreement shall be in writing and delivered as provided in
Section 12.2 of the Participation Agreement.


 


14.          Severability.


 


Any provision of this Security Agreement
which is prohibited or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof.


 


15.          Amendment in Writing; No Waivers;
Cumulative Remedies.


 


(a)           Neither this Security Agreement nor
any of the terms or provisions of this Security Agreement may be waived,
amended, supplemented, discharged, terminated or otherwise modified except in
accordance with the terms of Section 12.4 of the Participation Agreement.


 


(b)           No failure to exercise, nor any delay
in exercising, on the part of the Agent, any right, power or privilege
hereunder shall operate as a waiver thereof. 
No single or partial exercise of any right, power or privilege hereunder
shall preclude any other or further exercise thereof or the exercise of any
other right, power or privilege.  A
waiver by the Agent of any right or remedy hereunder on any one (1) occasion
shall not be construed as a bar to any right or remedy which the Agent would
otherwise have on any future occasion.


 


(c)           The rights and remedies herein
provided are cumulative, may be exercised singly or concurrently and are not
exclusive of any other rights or remedies provided by law.


 


16.          Section
Headings.


 


The section headings used in this Security
Agreement are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation
hereof.


 


17.          Successors and Assigns.


 


This Security Agreement shall be binding upon
the successors of the Borrower, and the Borrower shall not assign any of its
rights or obligations hereunder or with respect to any of the Trust Property
without the prior written consent of the Agent.  This Security Agreement shall inure to the benefit of the Agent,
the Lenders, the Holders and their respective successors and assigns, in
accordance with their respective interest herein.


 


18.          The Borrower’s Waiver of Rights.


 


Except as otherwise set forth herein, to the
fullest extent permitted by law, the Borrower waives the benefit of all laws
now existing or that may subsequently be enacted providing for (a) any
appraisement before sale of any portion of the Trust Property, (b) any extension
of the time for the enforcement of the collection of the indebtedness or the
creation or extension of a period of redemption from any sale made in
collecting such debt, (c) exemption of any portion of the Trust Property from
attachment, levy or sale under execution or exemption from civil process, (d)
any objections to the commencement or continuation of an action to foreclose
the Lien of this Security Agreement or exercise of any other remedies hereunder
based on any action being prosecuted or any judgment entered with respect to
the Obligations or any Liens or security interests that secure payment and
performance of the Obligations and (e) any objections to the commencement of,
continuation of, or entry of a judgment in any such other action based on any
action or judgment connected to this Security Agreement.  In case of a foreclosure sale, the Trust
Property may be sold, at the Agent’s election, in one (1) parcel or in more
than one (1) parcel and the Agent is specifically empowered (without being required
to do so, and in its sole and absolute discretion) to cause successive sales of
portions of the Trust Property to be held. 
Except as otherwise set forth herein, to the fullest extent the Borrower
may do so, the Borrower agrees that the Borrower will not at any time insist
upon, plead, claim or take the benefit or advantage of any law now or hereafter
in force providing for any appraisement, valuation, stay, exemption, extension


 


7

















 


or redemption, or requiring foreclosure of this Security Agreement
before exercising any other remedy granted hereunder and the Borrower, for the
Borrower and its successors and assigns, and for any and all Persons ever
claiming any interest in the Trust Property, to the extent permitted by Law,
hereby waives and releases all rights of redemption, valuation, appraisement,
stay of execution, notice of election to mature or declare due the whole of the
Obligations and marshalling in the event of foreclosure of the Liens hereby
created.


 


19.          GOVERNING LAW.


 


EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED IN SECTION 11(a) HEREOF, THIS SECURITY AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED, INTERPRETED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF TEXAS.


 


20.          Obligations Are Without Recourse.


 


The provisions of the Participation Agreement relating to limitations
on liability are hereby incorporated by reference herein, Mutatis Mutandis.


 


21.          Partial Release; Full Release.


 


The Agent may release for such consideration
as it may require , or upon the prior written consent of the Majority Secured
Parties (unless such matter is a Unanimous Vote Matter), any portion of the
Trust Property or any other security, and grant such extensions and indulgences
in relation to the Obligations secured hereby, without (as to the remainder of
the Trust Property) in any way impairing or affecting the Lien, security
interest and priority herein provided for the Agent compared to any other Lien
holder or secured party. Further, the Agent shall execute and deliver to the
Borrower such documents and instruments as may be required to release the Lien
and security interest created by this Security Agreement with respect to the
Properties as provided in Section 8.8 of the Participation Agreement or to
grant the easements and permit the other matters provided for in Section 8.5 of
the Participation Agreement.


 


22.          Miscellaneous.


 


(a)           This Security Agreement is one (1) of
the documents which create Liens and security interests that secure payment and
performance of the Obligations.  The
Agent, at its election, may commence or consolidate in a single action all
proceedings to realize upon all such Liens and security interests.


 


(b)           [Intentionally Omitted.]


 


(c)           THE PROVISIONS OF THE PARTICIPATION
AGREEMENT RELATING TO SUBMISSION TO JURISDICTION AND VENUE ARE HEREBY
INCORPORATED BY REFERENCE HEREIN, MUTATIS  MUTANDIS.


 


23.          Conflicts with Participation
Agreement.


 


Notwithstanding any other provision hereof,
in the event of any conflict between the terms of this Security Agreement and
the Participation Agreement, the terms of the Participation Agreement shall
govern.


 


24.          LESSEE
AS A PARTY.


 


LESSEE HAS
EXECUTED THIS SECURITY AGREEMENT FOR THE PURPOSE OF SUBJECTING TO THE SECURITY
INTERESTS GRANTED HEREUNDER ALL OF ITS RIGHT, TITLE, ESTATE AND INTEREST, IF
ANY, IN AND TO THE TRUST PROPERTY TO SECURE ITS OBLIGATIONS UNDER THE OPERATIVE
AGREEMENTS.  ACCORDINGLY, LESSEE HEREBY
GRANTS TO THE AGENT (FOR THE BENEFIT OF THE LENDERS AND THE HOLDERS) A SECURITY
INTEREST IN AND TO ALL OF ITS RIGHT, TITLE, ESTATE AND INTEREST, IF ANY, IN AND
TO THE TRUST PROPERTY (TO THE EXTENT


 


8

















 


LESSEE HAS ANY RIGHT, TITLE OR
INTEREST THEREIN AND WITHOUT REGARD TO ANY LANGUAGE IN SECTION 2 OR THE
DEFINITION OF “TRUST PROPERTY” OR ANY DEFINITION OF ANY ITEM
CONSTITUTING THE TRUST PROPERTY WHICH OTHERWISE WOULD LIMIT THE TRUST PROPERTY
TO THE RIGHT, TITLE AND INTEREST OF THE BORROWER THEREIN) TO SECURE ITS
OBLIGATIONS UNDER THE OPERATIVE AGREEMENTS. 
LESSEE ACKNOWLEDGES AND AGREES THAT, UPON THE OCCURRENCE OF AN EVENT OF
DEFAULT, THE AGENT SHALL HAVE THE RIGHT TO EXERCISE ANY OR ALL OF ITS REMEDIES
HEREUNDER AS AGAINST ANY SUCH RIGHT, TITLE, ESTATE OR INTEREST OF LESSEE IN OR
TO THE TRUST PROPERTY.


 


25.          ENTIRE
AGREEMENT.


 


THIS WRITTEN
AGREEMENT, TOGETHER WITH THE OTHER OPERATIVE AGREEMENTS, REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES REGARDING THE SUBJECT MATTER HEREIN AND THEREIN
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES HERETO. 
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


 


 


[signature pages follow]


 


9

















 


IN WITNESS WHEREOF, each of the undersigned
have caused the Security Agreement to be duly executed and delivered as of the
date first above written.


 


 


	
   

  	
  FIRST SECURITY BANK, NATIONAL ASSOCIATION,
  not individually, but solely as the Owner Trustee under the TSG Trust 1999-1

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Val T. Orton

  
	
   

  	
  Name:

  	
  Val T. Orton

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


 


[signature
pages continue]


 


 


10

















 


 


	
   

  	
  BANK OF AMERICA N.A., as the Agent for the
  Lenders and the Holders

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin C. Leader

  
	
   

  	
  Name:

  	
  Kevin C. Leader

  
	
   

  	
  Title:

  	
  Managing Director

  
					



 


 


11

















 


 


Accepted and Agreed to:


 


	
  SABRE INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Jeffery M. Jackson

  	
   

  
	
  Name:

  	
  Jeffery M. Jackson

  	
   

  
	
  Title:

  	
  Exec. VP, CFO

  	
   

  
					



 


 


[signature
pages end]


 


 


12