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AGENCY
AGREEMENT 


Dated
as of September 14, 1999 


between



SABRE INC.,

as the Construction Agent 


and 


FIRST
SECURITY BANK, NATIONAL ASSOCIATION,

not individually, but solely as the

Owner Trustee under the TSG Trust 1999-1,

as the Lessor 








  



 
 

TABLE OF CONTENTS    
  



	 
	 	Page

	ARTICLE I DEFINITIONS; RULES OF USAGE	 	1
	 	1.1 Definitions. 	 	1
	 	1.2 Interpretation. 	 	2
	ARTICLE II APPOINTMENT OF THE CONSTRUCTION AGENT	 	2
	 	2.1 Appointment. 	 	2
	 	2.2 Acceptance and Undertaking. 	 	4
	 	2.3 Term. 	 	5
	 	2.4 Scope of Authority. 	 	5
	 	2.5 Delegation of Duties 	 	6
	 	2.6 Covenants of the Construction Agent. 	 	6
	ARTICLE III THE PROPERTIES	 	8
	 	3.1 Construction. 	 	8
	 	3.2 Amendments; Modifications. 	 	8
	 	3.3 Abandonment and Discontinuance. 	 	8
	ARTICLE IV PAYMENT OF FUNDS	 	9
	 	4.1 Right to Receive Construction Cost. 	 	9
	ARTICLE V	 	10
	EVENTS OF DEFAULT	 	10
	 	5.1 Events of Default. 	 	10
	 	5.2 Damages. 	 	10
	 	5.3 Remedies; Remedies Cumulative. 	 	11
	ARTICLE VI THE LESSOR'S RIGHTS	 	12
	 	6.1 Exercise of the Lessor's Rights. 	 	12
	 	6.2 The Lessor's Right to Cure the Construction Agent's Defaults. 	 	12
	ARTICLE VII MISCELLANEOUS	 	12
	 	7.1 Notices. 	 	12
	 	7.2 Successors and Assigns. 	 	12
	 	7.3 GOVERNING LAW. 	 	13
	 	7.4 SUBMISSION TO JURISDICTION; VENUE; WAIVERS. 	 	13
	 	7.5 Amendments and Waivers. 	 	13
	 	7.6 Counterparts. 	 	13
	 	7.7 Severability. 	 	13
	 	7.8 Headings and Table of Contents. 	 	13
	 	7.9 WAIVER OF JURY TRIAL. 	 	13




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AGENCY AGREEMENT  


        THIS AGENCY AGREEMENT, dated as of September 14, 1999 (as amended, modified, extended, supplemented, restated and/or replaced from time to time, this
"Agreement"), between FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association ("FSB"),
not individually, but solely as Owner Trustee under the TSG Trust 1999-1 (the "Lessor") and SABRE INC., a Delaware corporation (the
"Construction Agent"). 


 
 

PRELIMINARY STATEMENT    



        A.    The
Lessor and the Construction Agent are parties to that certain Lease Agreement dated as of even date herewith (as amended, modified, extended, supplemented, restated
and/or replaced from time to time, the "Lease"), pursuant to which the Construction Agent, as lessee (in such capacity, the
"Lessee") has agreed to lease certain Land, Improvements and Equipment. 


        B.    In
connection with the execution and delivery of the Participation Agreement, the Lease and the other Operative Agreements, and subject to the terms and conditions
hereof, (i) the Lessor desires to appoint the Construction Agent as its sole and exclusive agent in connection with the acquisition of the Properties (provided, title to the Properties shall be
held in the name of the Lessor) and the development, acquisition, installation, construction and testing of the Improvements and the Equipment substantially in accordance with the Plans and
Specifications and (ii) the Construction Agent desires, for the benefit of the Lessor, to acquire the Properties and to cause the development, acquisition, installation, construction and
testing of the Improvements, the Equipment and the other components of the Properties substantially in accordance with the Plans and Specifications and to undertake such other liabilities and
obligations as are herein set forth. 


        NOW,
THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
covenant and agree as follows: 


 
 

ARTICLE I
  DEFINITIONS; RULES OF USAGE    
  


	1.1
	Definitions.



        For
purposes of this Agreement, capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in  Appendix A to that certain Participation Agreement
dated as of the date hereof (as amended, modified, extended, supplemented, restated and/or
replaced from time to time in accordance with the applicable provisions thereof, the "Participation Agreement") among the Construction Agent, the
Lessor, the various banks and lending institutions parties thereto from time to time, as Holders, the various banks and lending institutions parties thereto from time to time, as Lenders, and Bank of
America, N.A., as the agent for the Lenders and respecting the Security Documents, as the agent for the Lenders and the Holders, to the extent of their interests. Unless otherwise indicated,
references in this Agreement to articles, sections, paragraphs, clauses, appendices, schedules and exhibits are to the same contained in this Agreement. 


	1.2
	Interpretation.



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


 
 

ARTICLE II
  APPOINTMENT OF THE CONSTRUCTION AGENT    
  


	2.1
	Appointment.




        Subject
to the terms and conditions hereof, the Lessor hereby irrevocably designates and appoints the Construction Agent as its exclusive agent and as general contractor, and the
Construction Agent accepts such appointment, in connection with the acquisition from time to time of the Properties 





 




(provided, title to the Properties shall be held in the name of the Lessor) and the development, acquisition, installation and construction on the Land
and testing of the Improvements, the Equipment and the other components of the Properties substantially in accordance with the Plans and Specifications, and pursuant to the terms of the Operative
Agreements. Notwithstanding any provisions hereof or in any other Operative Agreement to the contrary, the Construction Agent acknowledges and agrees that the Lessor shall advance no more than the sum
of the aggregate Commitment of the Lenders plus the aggregate amount of the Holder Commitments of the Holders in regard to the Properties (including without limitation for any and all Advances in the
aggregate from the Lenders under the Credit Agreement and from the Holders under the Trust Agreement). After the Construction Agent gains knowledge or a reasonable expectation that the costs for any
Property shall exceed the original Construction Budget (or exceed any Construction Budget modified in accordance with the Operative Agreements) for such Property or that Completion for any Property
shall not occur on or prior to the Construction Period Termination Date, the Construction Agent shall promptly (and in any event within ten (10) days of gaining such knowledge or expectation)
notify the Agent in writing of the same. If at any time prior to the Construction Period Termination Date, the Lessor or the Agent shall have (x) determined in its respective reasonable good
faith judgment that (i) the sum of the Available Commitments and the Available Holder Commitments shall be less than the amounts necessary for Completion of all Properties or
(ii) Completion of one or more Properties shall not occur on or prior to the Construction Period Termination Date or (y) received any notice from the Construction Agent as referenced in
the preceding provisions of this paragraph, then in any such case Lessor shall have the option (at the direction of the Agent with the consent of the Majority Secured Parties) to replace the
Construction Agent with a new construction agent selected by the Lessor (at the direction of the Agent) to finalize the Completion of the Properties. The additional cost and expense incurred to
finalize the Completion of the Properties as referenced in the preceding sentence shall be the responsibility of the Construction Agent and shall be payable by the Construction Agent as incurred upon
five (5) days written notice from Lessor; provided, in no event shall the obligations of the Construction Agent for such costs and expenses
exceed the Maximum Amount; provided, further, amounts expended by the Lessor to finalize the Completion of the Properties as referenced in the preceding
sentence shall be added to the Property Cost. 


        Costs
in excess of each original Construction Budget (or any Construction Budget modified in accordance with the Operative Agreements) in each case as previously delivered to the Agent
for each Property shall not be the responsibility of the Construction Agent but instead shall be advanced as Property Costs by the Lenders and the Holders to the extent, but only to the extent, that
(after taking into account such excess costs and any other items of excess cost which are then known to the Construction Agent or are reasonable for the Construction Agent to expect) the conditions
precedent set forth in Section 5.4 of the Participation Agreement are satisfied. 


        Subject
to the Lenders and the Holders not agreeing to continue making Advances in accordance with the provisions of the next paragraph and unless the Lessor has replaced the
Construction Agent with a new construction agent pursuant to the earlier provisions of this Section 2.1, in the event from time to time (a) the Construction Agent gains knowledge or a
reasonable expectation that the costs for any Property shall exceed the original Construction Budget (or exceed any Construction Budget modified in accordance with the Operative Agreements) or that
Completion for any Property shall not occur on or prior to the Construction Period Termination Date or (b) the Lessor or the Agent shall have determined in its respective reasonable good faith
judgment that the sum of the Available Commitments and the Available Holder Commitments shall be less than the amounts necessary for Completion of all Properties or that Completion of one or more
Properties shall not occur on prior to the Construction Period Termination Date, the Construction Agent shall elect and comply (within ten (10) days of the Construction Agent gaining such
knowledge or expectation or within ten (10) days of the Lessor or the
Agent making such determination and giving written notice of the same to the Construction Agent, as referenced in subsections (a) and (b) above of this paragraph) with one of the 


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options set forth in the following subsections (i) or (ii) (collectively, the "Construction Agent Options"): (i) the Construction
Agent shall pay to the Lessor, on a date designated by the Lessor, an aggregate amount equal to (A) the Termination Value for all, but not less than all, the Properties plus (B) any and
all reasonable fees and expenses incurred by or on behalf of the Lessor or the Agent in connection with the Properties (including without limitation the transfer thereof) and on such date the Lessor
shall transfer and convey to the Construction Agent all right, title and interest of the Lessor in and to the Properties or (ii) the Construction Agent shall, on a date designated by the
Lessor, (A) pay to the Lessor, an aggregate amount equal to the Maximum Amount with respect to the Construction Period Properties and (B) deposit with the Agent an amount sufficient to
pay all obligations of the Construction Agent with respect to such Construction Period Properties that have been incurred but not paid as of such date ("Future Amounts"), such Future Amounts to be
held by the Agent in escrow to be paid on account of such obligations upon the receipt of written instructions from the Construction Agent and/or the Lessor, together with invoices or other evidence
showing that such obligations are due and owing, and on and after such date, the Construction Agent shall be irrevocably deemed, without any further action, to have relinquished all right, title and
interest in and to all, but not less than all, the Properties and to have transferred and conveyed all such right, title and interest to the Lessor. In connection with any transfer of the Properties
as referenced above in this Section 2.1 by the Lessor to the Construction Agent, the Lessor shall execute and deliver to the Construction Agent, at the cost and expense of the Construction
Agent (subject to the limitations described in the next sentence), each of the following: (v) any affidavits or similar documents reasonably and customarily required by a title company in
connection with such transactions; (w) special warranty Deeds conveying each Property (to the extent it is real property) to the Construction Agent free and clear of the Lien of the Lease, the
Lien of the Credit Documents and any Lessor Liens; (x) a special warranty Bill of Sale conveying each Property (to the extent it is personal property) to the Construction Agent free and clear
of the Lien of the Lease, the Lien of the Credit Documents and any Lessor Liens; (y) any real estate tax affidavit or other document required by Law to be executed and filed in order to record
the applicable Deed; and (z) FIRPTA affidavits. The Lessor (at the discretion of the Agent) shall elect whether the reasonable out-of-pocket fees and expenses associated
with the transfer of the Properties shall be paid by either (i) sales proceeds from the Properties, (ii) the Lessor (but only to the extent amounts are available therefor with respect to
the Available Commitments and the Available Holder Commitments or each Lender and each Holder approves the necessary increases in the Available Commitments and the Available Holder Commitments to fund
such fees and expenses) or (iii) the Construction Agent; provided, if the Construction Agent funds such fees and expenses, then the Maximum
Amount will be reduced accordingly, as more specifically described in the definition of "Maximum Amount". Amounts funded by the Lenders and the Holders
with respect to the foregoing shall be added to the Property Cost. All of the foregoing documentation must be in form and substance reasonably satisfactory to the Lessor. Subject to the foregoing,
all, but not less than all, the Properties shall be conveyed to the Construction Agent "AS-IS", "WHERE-IS" and in then present physical condition. 


        In
the event the costs in excess of any original Construction Budget previously delivered to the Agent for any Property are not funded by the Lenders and the Holders because (after
taking into account such excess costs and any other items of excess cost which are then known to the Construction Agent or are reasonable for the Construction Agent to expect) the conditions precedent
set forth in Section 5.4 of the Participation Agreement are not satisfied, then if, but only if, all the Holders and all the Lenders agree at such time, (a) such excess costs shall be
funded by the Lenders and the Holders and (b) the Holder Commitments and the Lender Commitments shall be increased accordingly. 


	2.2
	Acceptance and Undertaking.




        The
Construction Agent hereby unconditionally accepts the agency appointment and undertakes, for the benefit of the Lessor, to acquire certain Properties
(provided, title to the Properties shall be 


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held in the name of the Lessor and the development, acquisition, installation, construction and testing of the Improvements, the Equipment and the other components of the Properties substantially in
accordance with the Plans and Specifications and the Operative Agreements. 


	2.3
	Term.



        This
Agreement shall commence on the date hereof and, unless the Lessor (in its sole discretion) elects otherwise, this Agreement shall terminate on the Construction Period Termination
Date. If this Agreement expires prior to the Completion of all, but not less than all, the Properties, then the Lessor may hire a new construction agent (at the direction of the Agent with the consent
of the Majority Secured Parties) to finalize the Completion of all such incomplete Properties. The additional cost and expense incurred to finalize the Completion of the Properties as referenced in
the preceding sentence shall be the responsibility of the Construction Agent and shall be payable by the Construction Agent as incurred upon five (5) days written notice from Lessor;  provided, in
no event shall the obligations of the Construction Agent for such costs and expenses exceed the Maximum Amount;  provided, further, amounts expended by the Lessor to finalize the Completion of the
Properties as referenced in the preceding sentence shall be added to
the Property Cost. 


	2.4
	Scope of Authority.



        (a)  The
Lessor hereby expressly authorizes the Construction Agent, or any agent or contractor of the Construction Agent, and the Construction Agent unconditionally agrees
for the benefit of the Lessor, subject to Section 2.4(b), to take all commercially reasonable action necessary or desirable for the performance and satisfaction of any and all of the Lessor's
obligations under any Construction Contract and to fulfill all of the obligations of the Construction Agent including without limitation: 



        (i)    the
assistance with the acquisition of Properties in accordance with the terms and conditions of the Participation Agreement; 



        (ii)  all
design and supervisory functions relating to the development, acquisition, procurement, installation, construction and testing of the related Improvements,
Equipment and other components of the applicable Property and performing all engineering work related thereto; 


        (iii)  (A)
negotiating, entering into, performing and enforcing all contracts and arrangements to acquire the Properties and to procure the equipment necessary to construct
the Properties and (B) negotiating, executing, performing and enforcing all contracts and arrangements to develop, acquire, install, construct and test the Improvements, the Equipment and the
other components of the Properties on such terms and conditions as are customary and reasonable in light of local and national standards and practices and the businesses in which the Lessee is
engaged; 


        (iv)  obtaining
all necessary permits, licenses, consents, approvals, entitlements and other authorizations, including without limitation all of the foregoing required for
the Properties and the use and occupancy thereof and those required under applicable Law (including without limitation Environmental Laws), from all Governmental Authorities in connection with the
development, acquisition, installation, construction and testing of the Improvements, the Equipment and the other components of the Properties in accordance with the Plans and Specifications; 



        (v)  maintaining
all books and records with respect to the Properties and the construction, operation and management thereof; and 


        (vi)  performing
any other acts necessary in connection with the identification and acquisition of the Properties and the development, acquisition, installation, construction
and 




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testing of the related Improvements, Equipment and all other additional components of the Properties in accordance with the Plans and Specifications. 




        (b)  Neither
the Construction Agent nor any of its Affiliates or agents shall enter into any contract or consent to any contract in the name of the Lessor without the
Lessor's prior written consent, such consent to be given or withheld in the exercise of the Lessor's reasonable discretion; provided, however, that
(i) no such contract will increase the obligations of the Lessor beyond the obligations of the Lessor as are expressly set forth in the Operative Agreements and (ii) each such contract
shall be expressly non-recourse to the Lessor on terms and conditions that are reasonably acceptable to the Lessor. 



        (c)  Subject
to the terms and conditions of this Agreement and the other Operative Agreements, the Construction Agent shall have sole management and control over the
installation, construction and testing means, methods, sequences and procedures with respect to the Properties. 



	2.5
	Delegation of Duties



        The
Construction Agent may execute any of its duties under this Agreement by or through agents, contractors, employees or attorneys-in-fact;  provided, however, that no such delegation shall limit or reduce
in any way the Construction Agent's duties and obligations under this Agreement. 


	2.6
	Covenants of the Construction Agent.



        The
Construction Agent hereby covenants and agrees that it will: 



        (a)  following
the Construction Commencement Date for each Property, cause the development, acquisition, installation, construction and testing of such Property to be
prosecuted in a good and workmanlike manner, and respecting each Property substantially in accordance with the applicable Plans and Specifications, the Construction Budget, the applicable contracts
relating to the Improvements, the Equipment, other components of such Property and procurement of construction materials, the applicable Construction Contracts, the applicable construction schedule,
prevalent industry practices and otherwise in accordance with Section 3.1 hereof; 


        (b)  not
commence construction with respect to any Improvements that cannot reasonably be expected to be completed by the Construction Period Termination Date; 


        (c)  cause
the Completion Date for any Improvements to occur on or before the Construction Period Termination Date, free and clear (by removal or bonding) of Liens or claims
for materials supplied or labor or services performed in connection with the development, acquisition, installation, construction or testing thereof; 



        (d)  obtain
the certificate of occupancy for such Improvements by the Completion Date therefor; 


        (e)  at
all times subsequent to the initial Advance respecting a Property (i) cause good and indefeasible title to the applicable Property to vest in the Owner
Trustee, (ii) cause a valid, perfected, first priority Lien on the applicable Property to be in place in favor of the Agent (for the benefit of the Lenders and the Holders), subject to
Permitted Liens, (iii) file all necessary documents under the applicable real property Law and Article 9 of the Uniform Commercial Code to perfect such title and Liens and
(iv) not permit Liens (other than Permitted Liens and Lessor Liens) to be filed or maintained respecting the applicable Property; 



        (f)    no
less than five (5) Business Days prior to the scheduled date for the initial Construction Advance to be made in connection with any Property, the Construction
Agent shall deliver to the Agent (for the benefit of the Lessor) true, complete and correct copies of the Construction Budget therefor.
Thereafter, the Construction Agent, on a monthly basis, shall deliver to the Lessor true, correct and complete copies of any material modifications of the Construction Budget and progress 



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reports regarding the development, acquisition, installation, construction and testing of the Properties; 


        (g)  procure
insurance for the Properties during the Construction Period in accordance with the provisions of Article XIV of the Lease; and 


        (h)  on
or before the Construction Period Termination Date, cause the Rent Commencement Date to occur with respect to all Properties or cause the Lessee to purchase any such
Properties for an amount equal to the sum referenced in Section 5.3(b) hereof and otherwise in compliance with the other terms and provisions of the Operative Agreements. 



 
 

ARTICLE III
  THE PROPERTIES    
  


	3.1
	Construction.



        The
Construction Agent shall cause the Improvements, the Equipment and all other components of the Properties to be developed, acquired, installed, constructed and tested substantially
in compliance with all Legal Requirements, all Insurance Requirements, all manufacturer's specifications and standards and the standards maintained by the Construction Agent for similar properties
owned or operated by the Construction Agent, unless non-compliance, individually or in the aggregate, shall not have and could not be reasonably expected to have a Material Adverse Effect. 


	3.2
	Amendments; Modifications.



        (a)  The
Construction Agent may at any time revise, amend or modify (i) the Plans and Specifications without the consent of the Lessor;  provided, that any such amendment to the Plans and Specifications does
not (x) result in the Completion Date of the Improvements occurring on or
after the Construction Period Termination Date or (y) result in the cost of all Improvements exceeding the lesser of the amount specified in the Construction Budget, as amended from time to
time, or an amount equal to the sum of the then Available Commitments plus the then Available Holder Commitments (reduced by the amount, if any, necessary to pay for the cost of construction and
development of Improvements on other Properties which are currently under construction but have not yet been completed (such amount
the "Unfunded Amount")), and (ii) the Construction Budget and enter into any related amendments, modifications or supplements without the consent
of the Lessor; provided, that such revisions, amendments or modifications to the Construction Budget or related amendments, modifications or supplements
do not result in any increase in total Property Costs greater than the then Available Commitments and Available Holder Commitment (reduced by the Unfunded Amount). 


        (b)  The
Construction Agent agrees that it will not implement any revision, amendment or modification to the Plans and Specifications for any Property if the aggregate effect
of such revision, amendment or modification, when taken together with any previous or contemporaneous revision, amendment or modification to the Plans and Specifications for any Property, would cause
a material reduction in value in excess of the cost reduction of such revision, amendment or modification of the Property when completed, unless such revision, amendment or modification is required by
Legal Requirements. 



	3.3
	Abandonment and Discontinuance.



        Until
termination of the Lease Agreement and the Agency Agreement, the Construction Agent shall promptly and diligently complete the development, acquisition, refinancing, installation,
construction and testing of each Construction Period Property substantially in accordance with the Plans and Specifications and with the terms hereof and cause the Completion Date with respect to each
Construction Period Property to occur on or prior to the Construction Period Termination Date. 


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        If
there shall occur any Abandonment, then the Construction Agent shall pay to the Lessor, on a date designated by the Lessor, an aggregate amount equal to the liquidated damages amount
referenced in Section 5.3(b)(iii) of this Agreement regarding all, but not less than all, Properties. On such date, Lessor shall deliver the Properties to the Construction Agent in
accordance with Sections 2.1(w) through (z). 


 
 

ARTICLE IV
  PAYMENT OF FUNDS    
  


	4.1
	Right to Receive Construction Cost.



        (a)  In
connection with the development, refinancing, acquisition, installation, procurement, construction and testing of any Property and during the course of the
construction of the Improvements on any
Property, the Construction Agent may request that the Lessor advance funds for the payment of Property Acquisition Costs or other Property Costs, and the Lessor will comply with such request to the
extent allowed under the Participation Agreement. The Construction Agent and the Lessor acknowledge and agree that the Construction Agent's right to request such funds and the Lessor's obligation to
advance such funds for the payment of Property Acquisition Costs or other Property Costs is subject in all respects to the terms and conditions of the Participation Agreement and each of the other
Operative Agreements. Without limiting the generality of the foregoing it is specifically understood and agreed that in no event shall the aggregate amounts advanced by the Lenders and the Holders for
Property Acquisition Costs or other Property Costs and any other amounts due and owing hereunder or under any of the other Operative Agreements exceed the sum of the aggregate Commitment of the
Lenders plus the aggregate amount of the Holder Commitments, including without limitation such amounts owing for (i) development, acquisition, installation, construction and testing of the
Properties and (ii) additional amounts which accrue or become due and owing under the Credit Agreement or Trust Agreement as obligations of the Lessor prior to any Completion Date. 



        (b)  The
proceeds of any funds made available to the Lessor to pay Property Acquisition Costs or other Property Costs shall be made available to the Construction Agent in
accordance with the Requisition relating thereto and the terms of the Participation Agreement. The Construction Agent will use such proceeds only to pay the Property Acquisition Costs or other
Property Costs set forth in the Requisition relating to such funds. 



 
 

ARTICLE V
  EVENTS OF DEFAULT    
  


	5.1
	Events of Default.



        If
any one (1) or more of the following events (each an "Event of Default") shall occur: 



        (a)  the
Construction Agent fails to apply any funds paid by the Lessor to the Construction Agent in a manner consistent with the requirements of the Operative Agreements and
as specified in the applicable Requisition for the development, acquisition, installation, construction and testing of the Properties and related Improvements and Equipment or otherwise respecting the
Properties to the payment of Property Acquisition Costs or other Property Costs; 


        (b)  the
Construction Agent fails to make any payment required pursuant to the terms of this Agreement (including without limitation pursuant to Sections 2.1 and 3.3) within
three (3) Business Days after the same has become due and payable; 


        (c)  any
Event of Default (as such term is defined in Appendix A to the Participation Agreement) occurs and is not
cured within any cure period expressly permitted under the terms of the applicable Operative Agreement; or 



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        (d)  the
Construction Agent breaches any of its representations or warranties under any Operative Agreement in any material way when made or fails to observe or perform any
term, covenant or condition required of it by any Operative Agreement other than as set forth in paragraphs (a), (b) or (c) of this Section 5.1 and such failure to observe or
perform any such term, covenant or condition shall continue for more than thirty (30) days after the Construction Agent either has gained knowledge thereof or has received notice thereof; 




then,
in any such event, the Lessor may, in addition to the other rights and remedies provided for in this Agreement, terminate this Agreement by giving the Construction Agent written notice of such
termination and upon the expiration of the time fixed in such notice and the payment of all amounts owing by the Construction Agent hereunder (including without limitation any amounts specified under
Section 5.3 hereof), this Agreement shall terminate. The Construction Agent shall pay all costs and expenses incurred by or on behalf of the Lessor, including without limitation fees and
expenses of counsel, as a result of any Event of Default hereunder. 


	5.2
	Damages.



        The
termination of this Agreement pursuant to Section 5.1 shall in no event relieve the Construction Agent of its liability and obligations pursuant to the provisions of Sections
2.1 and/or 5.3 which shall survive any such termination. 


	5.3
	Remedies; Remedies Cumulative.



        (a)  If
an Event of Default shall have occurred and be continuing, the Lessor shall have all rights available to the Lessor under the Lease and the other Operative Agreements
and all other rights otherwise available at law, equity or otherwise. 


        (b)  Upon
the occurrence of an Event of Default, the Lessor shall have (in addition to its rights otherwise described in this Agreement or existing at Law, equity or
otherwise) the option (and shall be deemed automatically, and without any further action, to have exercised such option upon the occurrence of any Lease Event of Default arising under Sections
17.1(g), (h) (i) or (j) of the Lease) to
transfer and convey to the Construction Agent upon a date designated by the Lessor all right, title and interest of the Lessor in and to any Property or Properties (including without limitation its
entire interest in any Land and/or any Improvements, any interest in any Improvements, any Equipment and any Construction Period Property. On any transfer and conveyance date specified by the Lessor
pursuant to this Section 5.3(b), (i) the Lessor shall transfer and convey (at the cost of the Construction Agent) all right, title and interest of the Lessor in and to any or all such
Construction Period Properties free and clear of the Lien of the Lease and all Lessor Liens and the Lien of any Mortgage Instrument, (ii) the Construction Agent hereby covenants and agrees that
it will accept such transfer and conveyance of right, title and interest in and to the respective Construction Period Property or Construction Period Properties and (iii) the Construction Agent
hereby promises to pay to the Lessor, as liquidated damages (it being agreed that it would be impossible accurately to determine actual damages), an aggregate amount equal to the Termination Value of
any or all such Construction Period Properties. The Construction Agent specifically acknowledges and agrees that its obligations under this Section 5.3(b), including without limitation its
obligations to accept the transfer and conveyance of Construction Period Properties and its payment obligations described in clause (iii) of this Section 5.3(b), shall be absolute and
unconditional under any and all circumstances and shall be performed and/or paid, as the case may be, without notice or demand and without any abatement, reduction, diminution, setoff, defense,
counterclaim or recoupment whatsoever. Notwithstanding the foregoing provisions of this Section 5.3(b), the Lessor shall have the right in its sole discretion to rescind any exercise of its
option under this Section 5.3(b) upon the giving of its written confirmation of such rescission to the Construction Agent on or prior to the earlier to occur of (a) the actual date of
transfer and (b) the date ninety (90) days after the date the Lessor has given 



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notice of its intent to transfer and convey any Property to the Construction Agent as referenced above in this Section 5.3(b). 



        (c)  The
Construction Agent shall have the right to cure an Event of Default hereunder with respect to any given Property by purchasing such Property from the Lessor (to the
extent no Event of Default is continuing with respect to any other Property remaining subject to this Agreement or any other matter after such purchase and to the extent the Construction Agent pays
the Lessor the liquidated damage amount set forth in Section 5.3(b) of this Agreement prior to the commencement of remedies under this Section 5.3) for an amount equal to the liquidated
damages amount set forth in Section 5.3(b) of this Agreement. 


        (d)  No
failure to exercise and no delay in exercising, on the part of the Lessor, any right, remedy, power or privilege under this Agreement or under the other Operative
Agreements shall operate as a waiver thereof; nor shall any single or partial exercise of any right remedy, power or privilege under this Agreement preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges provided in this Agreement are cumulative and not exclusive of any rights, remedies, powers and
privileges provided by law. 



 
 

ARTICLE VI
  THE LESSOR'S RIGHTS    
  


	6.1
	Exercise of the Lessor's Rights.



        Subject
to the Excepted Payments, the Construction Agent and the Lessor hereby acknowledge and agree that the right, title and interest of the Lessor in this Agreement is subject to the
Lien in favor of the Agent pursuant to the Security Agreement. 


	6.2
	The Lessor's Right to Cure the Construction Agent's Defaults.




        The
Lessor, without waiving or releasing any obligation or Event of Default, may (but shall be under no obligation to) remedy any Event of Default for the account of and at the sole cost
and expense of the Construction Agent. All reasonable out-of-pocket costs and expenses so incurred (including without limitation reasonable fees and expenses of counsel),
together with interest thereon at the Overdue Rate from the date on which such sums or expenses are paid by the Lessor, shall be paid by the Construction Agent to the Lessor on demand. 


 
 

ARTICLE VII
  MISCELLANEOUS    
  


	7.1
	Notices.



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


	7.2
	Successors and Assigns.




        This
Agreement shall be binding upon and inure to the benefit of the Lessor, the Construction Agent and their respective successors and the assigns. The Construction Agent may not assign
this Agreement or any of its rights or obligations hereunder or with respect to any Property in whole or in part to any Person without the prior written consent of the Agent, the Lenders, the Holders
and the Lessor as set forth in the Participation Agreement. 


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	7.3
	GOVERNING LAW.



        THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED, INTERPRETED AND ENFORCED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF TEXAS.


	7.4
	SUBMISSION TO JURISDICTION; VENUE; WAIVERS.




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


	7.5
	Amendments and Waivers.



        This
Agreement may not be terminated, amended, supplemented, waived or modified except in accordance with the provisions of Section 12.4 of the Participation Agreement. 


	7.6
	Counterparts.




        This
Agreement may be executed in any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one (1) and the same instrument. 


	7.7
	Severability.



        Any
provision of this Agreement which 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. 


	7.8
	Headings and Table of Contents.



        The
headings and table of contents contained in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 


	7.9
	WAIVER OF JURY TRIAL.




        TO
THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, THE LESSOR AND THE CONSTRUCTION AGENT KNOWINGLY AND WILLINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT AND ANY COUNTERCLAIM THEREUNDER. 


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



	 	 	SABRE INC., as the Construction Agent
	

 	
 	

By:	

 
	 	 	 	/s/  JEFFERY JACKSON      

	 	 	Name:	 
	 	 	 	Jeffery Jackson

	 	 	Title:	 
	 	 	 	Exec. VP, CFO





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

 	
 	

By:	

 
	 	 	 	/s/  VAL T. ORTON      

	 	 	Name:	 
	 	 	 	Val T. Orton

	 	 	Title:	 
	 	 	 	Vice President





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QuickLinks


TABLE OF CONTENTS


PRELIMINARY STATEMENT

ARTICLE I DEFINITIONS; RULES OF USAGE

ARTICLE II APPOINTMENT OF THE CONSTRUCTION AGENT

ARTICLE III THE PROPERTIES

ARTICLE IV PAYMENT OF FUNDS

ARTICLE V EVENTS OF DEFAULT

ARTICLE VI THE LESSOR'S RIGHTS

ARTICLE VII MISCELLANEOUS